AMENDED AND RESTATED BYLAWS OF NEW LAS VEGAS COUNTRY CLUB As of July 1, 2015

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1 AMENDED AND RESTATED BYLAWS OF NEW LAS VEGAS COUNTRY CLUB As of July 1, 2015 The following Amended and Restated Bylaws of New Las Vegas Country Club are adopted and issued by the Board of Directors ( Board ) of the New Las Vegas Country Club ( Club ) in accordance with the New Las Vegas Country Club Articles of Incorporation, (collectively, the Club Documents ). Article I GENERAL Section 1. NAME: The Club shall be known as New Las Vegas Country Club. Section 2. ADDRESS: The principal place of business of the Club shall be 3000 Joe W. Brown Drive, Las Vegas, Nevada Section 3. OBJECT: The Club is formed to promote and encourage recreational activities, particularly golf and tennis, and to provide a desirable location for social activities and social events for, and use is restricted to, Club Members ( Member(s) ) or Guests who are authorized by Members or by others authorized by the Board, within the constraints of these Bylaws, to use Club facilities ( Users ). Section 4. ELIGIBILITY FOR EQUITY MEMBERSHIP: No person, firm or corporation, shall be eligible for EQUITY membership until proposed for EQUITY membership by two EQUITY Members in Good Standing, ( eligible Member(s) ), and approved by the Board, in its sole discretion. No person under twenty-one years of age shall be eligible for EQUITY membership or to be a designee of an EQUITY membership. All EQUITY memberships shall be required by the Club to designate and to inform the Club of the individual with primary rights, privileges and responsibilities for that membership. Section 5. GOOD STANDING: No person or entity shall be, or remain in Good Standing, unless prompt payment (Article VIII, Section 2), or appropriate provision for payment, has been made with the Club, for all amounts due to the Club including but not limited to all dues, fees, fines, minimums and assessments, ( Charges ). Article II GOVERNMENT Section 1. BYLAWS: These Bylaws shall govern the operation of the Club and the rights, privileges, and responsibilities of all Members, Guests and Other Users. The affairs of the Club shall be managed by a Board of Directors consisting of a minimum of seven (7) and a maximum of eleven (11) eligible EQUITY Members. The number of Directors shall always be an odd number. Article III BOARD OF DIRECTORS Section 1. MANAGEMENT: The Board shall employ a General Manager (GM) who shall be an exofficio member of all Committees, shall be directly responsible for managing the Club and shall report and be accountable to the Board. The GM shall also be responsible for implementing, enforcing and managing Board-established Policies ( Policies ) and the Club Documents. Any significant deviation from the Club Documents or Board established Polices must be approved in advance by the Board and all deviations shall be reported to the Board. 1

2 Section 2. ELECTION: The election of Directors shall be held each year, and eligible EQUITY Members may cast a ballot in person or by mail. The polls shall be open from the first (1 st ) day of November to the twenty-fifth (25 th ) day of November at 5:00 p.m. Ballots must be physically received by the GM or the Secretary no later than November 25 th at five O clock (5:00) pm to be valid. Section 3. TERM: Each Director shall be elected to serve a three (3) year term unless a shorter term is established prior to the annual election by a two-thirds (2/3) majority of the Board to enable or maintain a balanced term expiration schedule for Board positions. In the event of a shorter term(s), the elected candidate(s) receiving the fewer votes shall serve the shorter term(s) in descending order of the votes received. No Director may serve more than two (2) consecutive elected terms, whether or not the elected term has been completed. The term of office for the Board of Directors shall coincide with the fiscal year of the Club; from January 1 to December 31. Any Director unable to, or who does not faithfully and continuously discharge Board duties may be removed from the Board (Article III, Section 15). Section 4. NOMINATING COMMITTEE: Each year at its regular August meeting, the President shall appoint a Nominating Committee Chairman and Committee consisting of five (5) eligible EQUITY Members. This Committee shall meet promptly and nominate the number of qualified eligible EQUITY Members ( Candidates ) equal to two (2) times the number of Board seats to be filled at the annual election. Candidates shall not have professional or personal obligations or interests that would prevent the fair discharge of Board duties and shall have expressed willingness to commit the time and dedicate the interest required to properly discharge Board duties. Nothing herein contained shall preclude other nominations of qualifying eligible EQUITY Members but all such other nominations must be submitted on a petition form provided by the Club and available after October first (1) of that year. The petition must be signed, and include the EQUITY Member s name and number legibly printed in the spaces provided, by no less than twenty-five (25) eligible EQUITY Members. The completed petition must be filed with the Secretary or GM not later than the third (3 rd ) Monday in October to be valid. No more than one signature from an EQUITY membership on any one such petition shall be counted. Section 5. ANNUAL DIRECTORS ELECTION: Ballots shall be prepared under the direction of the Secretary and GM showing the names of nominees together with a photograph and brief statement of qualifications and the source of nomination. The ballots shall state the number of nominees for whom votes may be cast and the number of Board positions to be filled. Such ballots shall be mailed to all eligible EQUITY Members not later than the first (1 st ) day of November together with: (i) one (1) serial numbered envelope, which shall be marked Ballot and addressed to the Secretary at the address chosen by the Secretary; and (ii) written notice of the time and date upon which ballots will be counted. Not later than the regularly scheduled November Board meeting the President shall appoint three eligible EQUITY Members to act as Inspectors of Election. The Secretary shall present to the Inspectors of Election all ballots received in the sealed envelopes in which they were delivered, sorted by serial number. Ballots physically received by the GM or Secretary after five O clock (5:00) pm on November 25 shall not be counted. On the date and at the time set forth in the ballot material in an open meeting at the Clubhouse, the inspectors shall examine said envelopes to determine their authenticity and shall set aside all envelopes questioned by any two (2) inspectors. The remaining ballot envelopes shall be opened and the valid ballots contained therein shall be counted. The number of nominees to be elected, receiving the highest number of Votes shall be elected to terms as established by the Bylaws and Board (Article III, Section 3) beginning on January 1. The Inspectors of Election shall prepare, and each shall sign, a Certificate of Election Results showing names of elected candidates in descending order of votes received. The counted ballots, the rejected ballots (if any), the envelopes and any inspector tally sheets shall be delivered to the GM for safekeeping. The Secretary shall immediately cause to be posted a copy of the Certificate of Election and the GM shall retain all the election materials for at least thirty (30) days. In the event of a tie between candidates the Board, in its sole determination, shall select the winning candidate(s) from among those who were tied. Election results shall be ratified by the Board at the next Board meeting. 2

3 Section 6. ORGANIZATION: The Board, at its monthly meeting in January, and at such other times when there shall be a vacancy in office, shall elect the following officers: a President, a Vice President, and a Secretary, each of whom must be a Director. Each such officer shall hold office until a successor is elected and takes office, or until resignation or removal by a two-thirds (2/3) majority vote of the Board. Section 7. QUORUM: A majority of the Directors shall constitute a quorum except for an emergency meeting at which a quorum shall be constituted by two-thirds (2/3) of the directors. The Board shall not vote on any matter if a quorum of Directors was not present when the meeting was convened. Section 8. MEETINGS: Meetings of the Board shall be held at least monthly. Regular meetings shall be held at the Clubhouse at four O clock (4:00) pm on the fourth Wednesday of each calendar month unless a different time or date is posted in a conspicuous place at the Clubhouse and sent to the Directors at their designated mailing address, or electronically at least five (5) days prior to the affected meeting. Special meetings may be called at any time by the President or by any other two Directors, provided that notice of the special meeting shall be posted in a conspicuous place in the Clubhouse at least five (5) days prior to the special meeting unless such notice is waived by three-fourths (3/4) of the total Directors. Notice of the above Board meetings shall be sent to the Directors at their designated mailing address, or electronically, at least five (5) days prior to the meeting date. Emergency meetings may be called by the three (3) Officers of the Club telephonically or electronically. The Emergency meeting notice and agenda are to be posted in a conspicuous place as soon as the Emergency meeting is called. Section 9. AGENDAS: Except when an emergency is declared by two-thirds (2/3) of the Directors present, the Board shall not vote on any matter unless such matter has been placed on the agenda at least five (5) days prior to a properly noticed Board meeting. The agenda for each meeting of the Board shall be posted in a conspicuous place in the Clubhouse not later than five (5) days prior to such meeting except for Special meetings for which notice was properly waived, and Emergency meetings, for which the agenda shall be posted as soon as the meeting is called. Section 10. MINUTES: Copies of the minutes of each meeting of the Board shall be made available to the Members not more than forty-five (45) days after the date of the subject meeting. Minutes of the meetings of the Board may be edited to delete discussions regarding individual Members or employees of the Club. Section 11. MEMBER PARTICIPATION IN BOARD MEETINGS: The Board shall establish and make available to the Members reasonable procedures allowing for a Member to speak at the meetings of the Board, provided that such procedures may (i) limit the Member to a certain reasonable period within the Board meeting; (ii) require that the Members so notify the General Manager of the Club in writing, including the issue(s) the Member wishes to address, not later than two (2) business days after the agenda for the subject meeting is posted pursuant to Section 9 above; and (iii) allow for private sessions to discuss matters affecting individual Members or employees of the Club, provided that no other business may be conducted at such private meetings. Section 12. BUDGET: The budget for each upcoming calendar year of the Club shall be posted in a conspicuous place in the Clubhouse for review by the Members no later than December thirty-first (31) of each year. Section 13. SPENDING LIMITATION: The Board may not, in any fiscal year, spend, or commit to spend, on capital items more than an amount equal to eleven per cent (11%) of that year s total budgeted dues amount in total unless such additional expenditures are approved by a majority of the eligible Members voting. 3

4 Section 14. VARIANCE REPORTS: Each year not later than March 1 for the preceding calendar year and September 1 for the six months ending June thirtieth (30 th ), the Board shall cause a budget variance report of any budgeted items with a variance of more than five percent (5%) to be sent to each eligible Member setting forth such variances and the reasons therefore. Section 15. REMOVAL OF DIRECTORS: Subject to the requirements of Article VII, Section 6, a Director may be removed from office by the affirmative vote of three-fourths (3/4) of all of the other Directors with or without cause, or by the affirmative vote of two-thirds (2/3) of the eligible EQUITY Members subject to Article VII, Section 6. Notwithstanding the foregoing, in no event can a majority of the Directors be removed within any five (5) business day period. Section 16. ABSENCE OF DIRECTORS: A Director who is absent at three (3) or more regularly scheduled meetings of the Board within any calendar year shall be removed from the Board at the adjournment of the Board meeting of his/her third absence within any calendar year. At the next regularly scheduled meeting of the Board after any Director s third absence within any calendar year, the Secretary shall notify the President of the absentee Director s removal and the Board shall fill the vacancy created as provided in Section 17 below. Directors unable to attend a regularly scheduled or special Board meeting in person may attend such meeting via telephone, video conference or other electronic means. Attendance by such means is discouraged and is not to be used as a substitute for regular attendance at Board meetings. The Board may prohibit such practice at any time. The use of proxies in any vote of the Board is prohibited. Section 17. VACANCIES ON THE BOARD OF DIRECTORS: Any vacancies on the Board, as shall be determined by the Board in its sole discretion, (whether arising from an increase in the size of the Board or otherwise) shall be filled by the appointment of an eligible EQUITY Member recommended by the President and selected by two-thirds (2/3) majority of the Directors still in office, or, if only one Director remains, by that single Director. It shall not be a requirement that any such Member appointed as a Director be nominated or approved by the Nominating Committee. Each Member so appointed to fill a vacancy shall occupy the position until the next scheduled annual election of Directors pursuant to Section 3 of this Article III. Section 18. ACTION WITHOUT MEETING: Any action required or permitted to be taken by the Board under any provision of the Bylaws, or the laws of the State of Nevada, may be taken without a meeting and without any formal notice, if all of the Directors shall individually or collectively consent orally or in writing to such action. Record of such consent shall be posted with the minutes of the action(s) and must be ratified at the next Board meeting. Section 19. CONFLICT OF INTEREST: For purposes of this Section, the term "interest" shall include financial interest, personal interest, interest as director, officer, Member, stockholder, shareholder, partner, manager, trustee or beneficiary of any concern or having an immediate family Member who holds such an interest in any concern. The term "concern" shall mean any corporation, association, trust, partnership, limited liability entity, firm, person or other entity other than the Club. No director or officer of the Club shall be removed as a director or disqualified from holding any office in the Club by reason of any interest in any concern. A director or officer of the Club shall not be disqualified from dealing, either as vendor, purchaser or otherwise, or contracting or entering into any other transaction with the Club or with any entity of which the Club is an affiliate. No transaction of the Club shall be voidable by reason of the fact that any director or officer of the organization has an interest in the concern with which such transaction is entered into, provided: 1. The interest of such officer or director is fully disclosed to the Board of Directors. 2. Such transaction is duly approved by the Board of Directors not so interested or connected as being in the best interests of the Club. 3. Payments to the interested officer or director are reasonable and do not exceed fair market value. 4. No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting at which such transaction may be authorized. 4

5 The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval. If the Board has reasonable cause to believe a director has failed to disclose actual or possible conflicts of interest, it shall inform the director of the basis for such belief and afford the director an opportunity to explain the alleged failure to disclose. If, after hearing the director's response and after making further investigation as warranted by the circumstances, the Board determines the director has failed to disclose an actual or possible conflict of interest, the Board, unless the actual or possible conflict of interest is waived by two- thirds (2/3) majority vote of the other directors, shall take appropriate disciplinary and corrective action which may include removal from the Board of the offending director. Section 20. LIMITATION ON DUES AND ASSESSMENTS: Subject to, but notwithstanding anything else contained in these Bylaws, the dues and assessments payable for a fiscal year by active EQUITY Memberships shall not exceed the amount paid by such memberships for the immediately prior fiscal year by more than twenty percent (20%) without the affirmative vote of a majority of eligible EQUITY Member votes cast. Article IV OFFICERS Section 1. PRESIDENT: The President shall preside at all meetings of the Members and of the Board and: Shall call regular meetings of the Board and meetings of the Members and may call special Board meetings. Shall nominate, subject to confirmation by the Board, all Committee Chairpersons that may be provided for in these Bylaws or that may be deemed necessary by the Board, and shall serve ex-officio as a Member of each such Committee and as Chairperson of the Executive Committee. Shall conduct the official correspondence of the Board. Shall monitor the business and affairs of the Club, and make a report of the accounts and general business of the Club at the annual meeting. No President shall serve more than three (3) consecutive one-year terms of office. No President shall approve any significant deviation from the Club Documents or Board established Polices without approval of the Board and all deviations shall be reported to the Board. Section 2. VICE PRESIDENT: The Vice President shall serve as a Member of the Executive Committee and, in the absence or disability of the President, the Vice President shall perform all the duties of the President. Section 3. SECRETARY/TREASURER, ( Secretary ): The Secretary shall cause to be kept full and complete records of the meetings of the Board and the meetings of the members. At any meeting where both the President and Vice President are absent, the Secretary shall call the meeting to order and preside. The Secretary shall perform such other duties as the Board may prescribe and shall serve as a Member of the Executive Committee. Article V STANDING COMMITTEES Section 1. COMMITTEE APPOINTMENTS: At the January Board meeting or as soon thereafter as is practical the President shall appoint such standing and other Committees as the Bylaws or the Board may require. The descriptions of Standing Committees set forth in the following Sections 2 through 9 of this Article V may be modified or supplemented by resolutions of the Board. Unless otherwise approved by the Board Standing Committee Chairpersons shall be Directors. 5

6 Section 2. EXECUTIVE: The Executive Committee shall consist of the President, Vice President, and Secretary and may include up to two (2) other Directors as determined and selected by the President. This Committee shall act as a representative of the Board to meet at various times as necessary with other Committees or otherwise and monitor the operations and affairs of the Club. With unanimous approval of Executive Committee Members, this Committee may expend up to a total of Ten Thousand Dollars ($10,000.00) without prior Board approval. No additional expenditures by this Committee shall be permitted until all previous expenditures have been reported and approved at the next Board meeting. Significant activities of the Executive Committee shall be reported to the Board at the next Board meeting. Section 3. HOUSE: The House Committee shall monitor and make recommendations to the GM and the Board regarding all non-golf operations, facilities, services and the outside use of Club same (including hours and prices). This Committee is also responsible for planning Member social and entertainment functions and is responsible for the Club newsletter. Section 4. GREENS: The Greens Committee shall monitor the operations of the golf course, putting greens and driving range, maintain a close relationship with the Golf Course Superintendent and make recommendations to the GM and the Board. Section 5. GOLF: The Golf Committee shall monitor the operations of the Pro Shop, cart room and carts, tournaments, and handicaps, maintain a close relationship with the Golf Professional and make recommendations to the GM and the Board. Section 6. FINANCE: The Finance Committee shall monitor Club audits, budgets and financial status of the Club and shall recommend to the Board and Executive Committee such measures and methods as necessary to maintain and safeguard the financial welfare of the Club. Together with the GM and the Club Controller, who shall serve as an ex-officio Member, this Committee is responsible for evaluating outside audit firm(s) and for the recommendation for selection of an audit firm by the Board. All uses of Club Funds that have not been specifically Board approved in advance are to be reported by the GM and/or Controller to this Committee and to the Board. Section 7. MEMBERSHIP: The Membership Committee shall administer matters relating to memberships within the constraints of the Club Documents and Policies. This Committee is responsible for evaluating Membership Applications and for recommending appropriate action to the Board. This Committee shall also formulate and recommend to the Board revisions to membership classifications and/or privileges. Section 8. LONG-RANGE PLANNING AND CAPITAL IMPROVEMENT: The Long-Range Planning and Capital Improvement Committee shall investigate and formulate strategic and long-range plans including capital expenditures and improvements and make recommendations regarding such plans to the GM and the Board. Section 9. BYLAW COMMITTEE: The Bylaw Committee shall provide input to the Board for the ongoing review and maintenance of the Club Documents, and shall make recommendations to the Board regarding required and suggested updates and/or modifications of same. This Committee shall provide input to the Board on the conformity of Board actions and Policies with those documents and on compliance and completeness of corporate records and other issues in accordance with Nevada law. 6

7 Article VI MEMBERSHIP Section 1. EQUITY MEMBERSHIP: The EQUITY membership of the Club shall consist of the following EQUITY membership classifications, which may be changed from time to time at the discretion of the Board, in a manner consistent with the laws of the State of Nevada and the Club Documents: A. REGULAR MEMBERSHIP: REGULAR membership shall entitle the Member, and spouse/significant other and children under the age of twenty-five (25) who reside with the Member and are unmarried, full privileges of the Club including but, not limited to, use of all facilities and admission to social events (subject to age restrictions) and all other Club activities. There shall be no greens fees for a REGULAR Member using the golf course or outdoor tennis courts. A REGULAR Member and the spouse or significant other shall be rented locker space when available. A REGULAR membership may be reclassified by the Board to NON-RESIDENT membership provided the NON-RESIDENT requirements are met. B. SOCIAL MEMBERSHIP: This classification is closed. SOCIAL membership shall have the same rights, privileges and responsibilities as REGULAR membership except SOCIAL Members and their Guests shall not have the privilege of using the golf course and when sold, or transferred, other than the first transfer to a spouse, shall become REGULAR memberships. C. ORIGINAL LIMITED PARTNER: This classification is closed. An ORIGINAL LIMITED PARTNER may transfer all but one of the Partner s memberships to inactive status. Except as provided in Section 2 of this Article VI, each active membership shall carry the same rights, privileges and responsibilities as a REGULAR membership. When sold or transferred, other than the first transfer to a spouse, an ORIGINAL LIMITED PARTNER membership is reclassified to REGULAR membership. D. HALF-EQUITY MEMBERSHIP: This classification is closed. HALF-EQUITY membership shall have the same rights, privileges and responsibilities as the REGULAR membership except HALF-EQUITY Members shall be entitled to cast one-half (1/2) of one (1) vote, shall not be entitled to serve on the Board and HALF- EQUITY Members and their Guests shall not have the privilege of using the golf course. E. NON-RESIDENT MEMBERSHIP: NON-RESIDENT membership is available only to persons who at all times maintain their personal residence outside the County of Clark in the State of Nevada and who are not present in the aforementioned County for more than sixty (60) cumulative calendar dates in any calendar year. NON-RESIDENT membership, except for being limited to twenty-five (25) golf plays per calendar year and not being eligible to serve on the Board, shall have the same rights, privileges, and responsibilities as REGULAR membership. A NON-RESIDENT membership may be transferred to REGULAR membership at the request of the Member or when, in its sole discretion, the Board determines such membership or membership classification is no longer in the best interests of the Club or when requirements for NON-RESIDENT membership are no longer being met. F. SOCIAL EQUITY II: A SOCIAL EQUITY II Membership shall have all of the rights, privileges and responsibilities as a REGULAR Membership except 1.) neither SOCIAL EQUITY II Members nor their Guests shall have golfing privileges; and 2).when sold, or 7

8 transferred, (other than the first transfer to a spouse), such membership shall become a REGULAR Membership. G. JUNIOR EXECUTIVE: A JUNIOR EXECUTIVE Membership shall have the same rights, privileges and responsibilities as a REGULAR Membership. The Board, in its sole discretion and with no obligation to continue same or to continue this class of membership, shall from time to time as it sees fit make determinations as to eligibility requirements, age parameters and for the JUNIOR EXECUTIVE Membership to be allowed to pay dues less than a REGULAR Membership. At the termination of age eligibility for the JUNIOR EXECUTIVE Membership, it shall become a REGULAR Membership and be required to pay full dues, costs, assessments etc. H. CORPORATE: A CORPORATE Membership shall be available to a legal entity that is and remains throughout its time of membership: 1.) in good standing in its state of origin, and 2). eligible to do business in Clark County, Nevada. One (1) primary designee shall be designated per CORPORATE Membership, and up to three (3) secondary designees (which are NON-EQUITY Memberships with no voting rights, no ownership, and no ability to run for Club office, and which are also non-assessable), may be designated per each CORPORATE Membership. The primary designee may be designated as either a REGULAR Membership or SOCIAL EQUITY II Membership, and shall have all of the rights, privileges and responsibilities of said designation. If the primary designee is designated as a REGULAR Membership, then the secondary designees may either be afforded golf privileges or merely social privileges as elected by the primary designee, and pay dues according to their designation. If the primary designee is designated as a SOCIAL EQUITY II Membership, then the secondary designees are not afforded golf privileges. There shall be no more than a total of six hundred fifty (650) EQUITY memberships plus up to a two per cent (2%) overage as determined by the Board and the financial needs of the Club. In the event of an approved overage of memberships, the Board shall acquire and retire a corresponding number of memberships as soon as the Board and the financial position of the Club allows. Memberships are subject to availability as determined by the Board in its sole discretion. The Board shall establish, control and manage membership classifications, shall set privileges and charges for each classification and may from time to time add, delete or modify classifications and the privileges thereof in a manner consistent with the laws of the State of Nevada and the Club Documents and Policies. The Board may also establish NON-EQUITY, non-voting user classifications to be governed by Club Rules, and the Club Documents. Section 2. NON-EQUITY MEMBERSHIP: The NON-EQUITY membership of the Club shall consist of variations of NON-EQUITY membership classifications, which may be established, controlled, managed and/or modified from time to time at the discretion of the Board, in a manner consistent with the laws of the State of Nevada and the Club Documents. NON-EQUITY Members are subject to an application process. A schedule of fees, including but not limited to an application fee, initiation fee, as well as for dues and charges shall be established by, and may be changed from time to time at the discretion of, the Board. NON-EQUITY Memberships shall be recallable pursuant to the terms and conditions set forth by the Board. NON- EQUITY Memberships shall not have voting rights and shall not be assessable. NON-EQUITY Members shall not be allowed to serve on the Board, but may serve on Committees. NON-EQUITY Memberships shall be transferable to immediate family members, with any other transfer subject to the rules and regulations to be established from time to time by the Board. Except as expressly set forth herein, NON- EQUITY Members shall be subject to all other requirements, rules, and restrictions set forth in these Bylaws including without limitation, Article VIII, Section 3, and the Club s Rules and Regulations. NON-EQUITY Memberships are subject to availability as determined by the Board in its sole discretion. Section 3. MEMBERSHIP RIGHTS: All assets and property of the Club, the right to vote and to 8

9 serve on the Board are vested only in the EQUITY Members; provided that each HALF-EQUITY Member shall be entitled to cast one-half (1/2) of one (1) regular vote and shall be included as one-half (1/2) membership in determining the total number of EQUITY memberships; also provided that NON- RESIDENT, ORIGINAL LIMITED PARTNER DESIGNEES, CORPORATE SECONDARY DESIGNEES, and HALF-EQUITY memberships shall not have the right to serve on the Board. Section 4. TRANSFER OF EQUITY MEMBERSHIP: A. SALE OF A MEMBERSHIP: Except as provided in this Section 4, the procedures for the sale of EQUITY memberships shall be established from time to time by the Board of Directors, provided that all memberships shall receive notice of any change in such procedures at least thirty 30 days prior to the effective date of the change. B. TRANSFER TO FAMILY: If a Member desires to transfer an EQUITY membership to a spouse, son or daughter, such proposed transferee shall file an application in the same manner as any other applicant for membership but without the membership deposit. If such applicant is elected to membership, a new membership certificate shall be issued upon presentation of the original membership certificate or a properly completed lost certificate form, a properly completed name change form, and documents establishing the legal representative for transfer into the name of the transferee without a transfer fee. C. TRANSFER UPON DEATH: In the event of the death of an EQUITY Member, the membership shall pass to the Member s heir (s) or beneficiary (ies), pursuant to a Member s will, trust or other instrument, or under the applicable intestacy laws. Any one of the heirs or beneficiaries designated by law, or testamentary instrument shall have one of two options which he/she shall make in writing to the Club within 60 days of the date of the Member s death: (1) the membership may be maintained subject to the provisions of Section 4(B) above and approval for membership, all dues and charges being paid, and all other rules and regulations being followed; or (2) the heir (s) or beneficiary (ies), or the representative of the estate, may transfer the membership to the Club with no further membership obligations, i.e. dues, charges, assessments, etc. owed to the Club after the date of transfer. If the heir or beneficiary elects the first option, but is not approved for membership, then option number two shall automatically apply. No transfer fee shall be charged upon the death of any Member. D. APPLICATION AND SELECTION: Application and selection for all membership in the Club shall be in accordance with procedures established from time to time by the Board and administered by the Membership Committee, pursuant to the following procedures. Every applicant for membership shall submit an application and other required information on forms approved by the Board and provided by the Club, along with a membership deposit in an amount established from time to time by the Board. The application shall be accepted for consideration by the Club only if the application and all other required forms are fully completed. The membership deposit shall, except as otherwise provided herein or as otherwise determined by the Board, be non-refundable. The Membership Committee shall meet at regular intervals to review applications. Unless waived for valid reasons by the Membership Committee or the Board, each applicant, together with spouse or significant other and sponsor(s) shall appear before the Membership Committee for an interview. An applicant, who fails to appear for an interview, for which notice was given at least ten (10) days in advance, may be deemed rejected. After such investigation and consultation as it may deem necessary, the Membership Committee shall recommend to the Board whether or not to accept the applicant for membership. In no event shall membership criteria, as determined by the Board, or as applied by the Membership Committee, include considerations of sex, race, 9

10 creed, color, or national origin. Membership criteria shall be applied uniformly to all persons who are applicants for membership. No person or applicant shall have any right to membership in the Club and all applicants shall be subject to the procedures and standards described herein. The decision of the Board regarding the acceptance or rejection of an application for membership shall be final. Deposits of rejected applicants shall be promptly refunded. Upon the decision of the Board as to an applicant, the Secretary of the Club shall cause the applicant to be notified telephonically, electronically or in writing of the result. If the decision is negative, the Club may refuse reapplication for any form of membership for a period of up to two (2) years from the date of such notice. If the decision is favorable, a notice of election to membership shall be sent to the applicant accompanied by a copy of the Club Documents, and an invoice for the amount necessary to satisfy the purchase price minus the membership deposit. Upon payment of the invoiced amount, the new Member s rights, privileges and responsibilities shall commence. The actions of the Membership Committee and Board with respect to all membership applications shall be confidential and final. The Board shall provide for the issuance, to EQUITY Members, of a certificate in such form as the Board may determine from time to time to satisfy requirements of Nevada Law and to evidence membership in the Club. Such certificates shall be consecutively numbered and shall contain the name of the EQUITY Member and the date of issue. The date of issue of the certificate shall be entered in the records of the Club. If any certificate is lost, damaged or destroyed, a new certificate may be issued upon such terms and conditions as the Board may direct. From time to time the Board may, to comply with applicable changes in the law, affix legends, or for other reasons, recall certificates for updating or re-issuance. Members, who do not, upon reasonable notice, submit their certificate, or a lost certificate form, may be expelled. Article VII MEETINGS AND VOTING Section 1. PLACE OF MEETINGS: All annual and other meetings of eligible Members shall be held at the Clubhouse, unless otherwise noticed by the Board. Section 2. ANNUAL MEETINGS: There shall be an annual meeting of the eligible Members of the Club on the first (1 st ) Friday of April of each year or at such other times as the Board may direct, not more than thirty (30) days before or after such date, upon written notice mailed or delivered electronically to the eligible Members not less than ten (10) days nor more than sixty (60) days prior to the date fixed for such meeting. Section 3. SPECIAL MEETINGS: Special Meetings of the eligible Members may be called at any time by the Board, and shall be called by the Board upon the written request to the Board of at least ten percent (10%) of the eligible Members entitled to vote, to consider matters which, by the terms of the Club Documents, require the approval of all or some of the eligible Members, or for any other purpose. Section 4. QUORUM OF MEMBERS: A majority of eligible Members entitled to vote, represented in person or by proxy granted on a proxy form provided by the Club, shall constitute a quorum at any meeting of the eligible Members. The eligible Members present at a duly organized meeting at which a quorum of eligible Members is present when convened may continue to do business until adjournment, notwithstanding the withdrawal of enough eligible Members to leave less than a quorum. Section 5. MEMBER VOTING: A vote which requires a majority or more of votes cast or Members voting shall not be effective unless at least a majority of the total eligible Member votes are cast. A vote which requires a majority or a greater 10

11 percentage of votes or total eligible votes shall mean such majority or greater required percentage of the total eligible Members. Any mailed ballot shall be accompanied by a serially numbered return envelope, and all such ballots received shall be opened and counted by inspectors of election at an open meeting at the Clubhouse, as set forth in Section 5 of Article III, notice of which, including the date, time and place of the counting, shall be included with the ballot materials. Section 6. ACTIONS REQUIRING A MEETING: The approval of the sale of the golf course (Article X) or all or substantially all of the assets of the Club and/or the removal a of Director by eligible Members (Article III, Section 15) may be done at a meeting for such purpose duly noticed and called, and votes at such meeting may be cast in person or by proxy; provided, however, that any action that may be taken at such a meeting, may be taken without a meeting if the Club mails or delivers a written ballot to every Member entitled to vote on the matter. Article VIII CHARGES AND SANCTIONS Section 1. FEES, DUES, MINIMUMS, FINES AND ASSESSMENTS (Charges): Within the guidelines established by these Bylaws, the Board shall fix and/or may, from time to time, change the Charges. Dues, Minimums and some fees are due, and shall be billed, in advance, at regular intervals to be set by the Board. Unused portions of food and beverage minimums are forfeited to the Club at the end of the period they represent. Other charges are billed on the statement for the month in which they are incurred. Section 2. PROMPT PAYMENT: Member account statements shall be mailed to the Member s billing address during the first few days of each month. All unpaid charges shall be delinquent on the first (1 st ) day of the following month. Accounts with a delinquent balance greater than one hundred dollars ($100.00) shall be given notice of said delinquency and pending suspension with that monthly statement. If delinquency continues until the twentieth (20 th ) of that month the Member shall be deemed to have not made prompt payment, shall no longer be a Member in Good Standing and shall be suspended as of the close of business on that day or, if that day is a weekend or a holiday, at the close of business on the first business day thereafter. A notice of suspension will then be mailed to the Member s billing address and the Member s rights (except the right to sell the membership) and privileges shall be immediately suspended until the entire account balance, including reinstatement fees, if any, is fully paid. Any delinquent Member shall cease to be an eligible Member until such delinquency has been rectified. Delinquent accounts shall be charged delinquent fee(s) as established by the Board. During suspension, all Charges shall continue to be billed to the delinquent account and delinquent fees shall be accrued thereon. A membership may not be sold or transferred until all of the indebtedness to the Club has been paid. The Board shall have the right to suspend, or terminate membership privileges and in its discretion may declare a membership forfeited, unless arrangements are made for the payment of the indebtedness through the sale and transfer of the membership. The Club shall have a lien upon a membership for all amounts owed by the Member to the Club. Section 3. DISCIPLINE: The Board shall have the power, and without any liability whatsoever to any person affected, by a two-thirds (2/3) vote of the full Board to suspend, fine, expel, or otherwise discipline any Member for conduct which in the sole and absolute judgment of the Board is likely to endanger the stability, welfare, interests or character of the Club, or for any conduct which is in violation of the Club Documents and/or Policies. In connection with any action or proposed action taken by the Board under this Article, the Board shall have the power, in its sole and absolute discretion, to refer the matters to a Committee of Directors appointed by the Board, for investigation and report, and may authorize or instruct such Committee to take testimony under oath. No vote shall be taken by the Board on any action referred to in this Article until the Board has, at least fifteen (15) days before such action is to be taken, mailed to the last known address of the Member a written statement specifying the charge or charges against the Member and giving said Member a period of time, of not less than five (5) days prior to the date on which the Board proposed to vote on any such 11

12 action referred to in this Article, within which to file a statement setting forth any defense to such charge or charges. At the written request of such Member, the Board shall permit such Member and representative to appear before the Board or a Committee of Directors, with respect to such charge or charges. The length of the suspension, the rights and/or privileges of any suspended Member during the suspension period shall be as determined by the Board. Any EQUITY Member who shall be expelled shall cease to be an eligible Member but have the right to sell the membership pursuant to the applicable provisions of these Bylaws and all dues, fees, and assessments shall continue and shall be an obligation of the Member until these and all other indebtedness to the Club are paid and the membership is sold. Section 4. DAMAGES: A Member shall be liable for any damages to Club property caused by the Member, the Member s family or the Member s Guests. Section 5. RESIGNATIONS: Any resignation shall be in writing and addressed to the Board, however, all amounts owed to the Club continue to be the responsibility of the Member and all Charges continue for EQUITY memberships until the membership is sold. Article IX GUESTS Section 1. The Board is vested with full authority to make such rules and regulations concerning Guests as it deems in the best interest of the Club and the Members. Section 2. Members may invite Guests in accordance with the rules and regulations adopted from time to time by the Board. Section 3. Any Member inviting Guests to use Club facilities shall be responsible for all debts to the Club incurred by such Guests and for the conduct of their Guests. Section 4. Any Member or user with playing rights who shall charge directly or indirectly their golf Guests an amount more than current Club Guest fees shall be deemed to be acting contrary to the best interests of the Club and shall be subject to expulsion, suspension or termination of all of their membership or user rights and/or privileges. Article X SALE OF THE GOLF COURSE The sale of the golf course shall require the affirmative vote of not less than 55% of the total eligible votes of the eligible EQUITY Members including votes via proxies. Article XI MISCELLANEOUS Section 1. ADDRESS: A Member must immediately notify the GM or Secretary of any change of address. Any Member failing to do so shall be deemed to have waived notice provided by the Club Documents. Section 2. NOTICE: Except as otherwise provided, any notice required under these Bylaws shall be given in writing by mail at the address on file with the Club, or sent electronically and deemed effective when mailed or sent. Section 3. AMENDMENT OF AMENDED AND RESTATED BYLAWS OF NEW LAS VEGAS COUNTRY CLUB: Except as hereinafter provided, the power to repeal or amend these Bylaws and to adopt new Bylaws is hereby delegated to the Board. The Board may amend these Bylaws only in accordance with the following procedures: a) The proposed amendment(s) must be in writing. 12

13 b) Notice of the proposed amendment(s) together with a copy of the amendment(s) must be mailed or sent electronically to the membership at least thirty (30) days prior to the Boardmeeting at which the proposed amendment(s) shall be considered for adoption. The date and time of the meeting must be stated on the notice. c) Member comments regarding the proposed amendment(s) must be signed by the Member(s) and submitted in writing to the Board at least five (5) days prior to the Board meeting at which the proposed amendment(s) shall be considered. Any amendment(s) which the Board modifies, in its sole discretion and based on Board or Member comments need not be circulated to Members prior to adoption. d) The Board shall consider all properly submitted input from eligible Members regarding the proposed amendment(s) prior to voting on the amendment(s). Section 4. IMMUNITY OF DIRECTORS AND OFFICERS: To the extent permitted by Nevada Law, the Club indemnifies and holds harmless Directors and Officers who exercise their powers in good faith and with a view to the interests of the Club, against liability, loss and expense arising out of such conduct. No Director or Officer shall be liable unless the act or omission involves intentional misconduct, fraud or knowing violation of the law. Section 5. RULES AND REGULATIONS: The Board shall adopt Rules and Policies from time to time governing Member and Guest conduct and the operation and use of all Club facilities and resources. Such Rules and Policies, and any amendment(s) or modification(s) thereof shall be provided to Members whenever they are updated. The Rules, Policies and the Club Documents shall determine and regulate all rights, privileges and the use of all Club facilities and/or resources. 13