BYLAWS STONEBRIDGE COUNTRY CLUB, INC. A NOT-FOR-PROFIT ILLINOIS CORPORATION. Approved and Effective March 23, 2018

Transcription

1 BYLAWS OF STONEBRIDGE COUNTRY CLUB, INC. A NOT-FOR-PROFIT ILLINOIS CORPORATION Approved and Effective March 23, 2018

2 Bylaws of Stonebridge Country Club, Inc. TABLE OF CONTENTS ARTICLE I 7 Name and Purpose 7 SECTION 1. Nature of Bylaws 7 SECTION 2. Name and Address 7 SECTION 3. Purposes and Powers 7 ARTICLE II 8 Definitions 8-9 ARTICLE III 10 Memberships 10 SECTION 1. Classes of Membership 10 A. Summary of Membership Classifications 10 B. Description of Member Classifications Equity Membership 11 a. Founding Equity Golf Members b. Founding Corporate Equity Golf Members c. Equity Golf With Redemption Members d. Equity Golf Without Redemption Members e. Corporate Equity Golf Without Redemption Members 15 f. Corporate Equity Golf With Redemption Members g. Senior Golf Members House Members Social Members Tennis Members Contract Members Non-equity Associate Golf Members Non-equity Associate Corporate Golf Members 19 8.Active Golf Members SECTION 2. Additional Classes of Membership 20 SECTION 3. New Members 20 SECTION 4. Membership Policy 20 ii P age SCC Bylaws March 23, 2018

3 SECTION 5. Rights of Equity Members on 20 Dissolution SECTION 6. Use of Club Facilities by Immediate 20 SECTION 7. Significant Other 20 SECTION 8. Transferability Restrictions 21 SECTION 9. Upgrade of Membership 21 SECTION 10. Surviving Spouse Election SECTION 11. Replacement of Certain Corporate Members by their Corporate Designees SECTION 12. Replacement of Members by Their Spouses SECTION 13. Transfers to Revocable Trusts 25 ARTICLE IV 26 Meetings of Members and Elections 26 SECTION 1. Annual Meeting 26 SECTION 2. Election of Board of Directors 26 SECTION 3. Nomination and Election of Directors 26 A. Nominating Committee 26 B. Nomination by Petition 26 C. Election of Directors SECTION 4. Special Meetings 27 SECTION 5. Place 27 SECTION 6. Notices of Meetings 27 A. Annual Meeting of Equity Members 27 B. Special and Other Meetings 27 C. Notice of Purpose 27 D. Delivery Date 27 SECTION 7. Fixing of Record Date 27 SECTION 8. Quorum 28 SECTION 9. Proxies 28 SECTION 10. Manner of Acting 28 ARTICLE V 29 Board of Directors 29 SECTION 1. Number and Tenure 29 SECTION 2. Powers and Duties 29 SECTION 3. Regular Meetings 29 SECTION 4. Report at Annual Meetings 29 SECTION 5. Special Meetings 29 SECTION 6. Notice SECTION 7. Quorum 30 SECTION 8. Manner of Acting 30 SECTION 9. Director Absenteeism 30 iii P age SCC Bylaws March 23, 2018

4 SECTION 10. Vacancies 30 SECTION 11. Compensation 30 SECTION 12. Final Director Approval 31 SECTION 13. Action Without Meeting 31 SECTION 14. Resignation 31 SECTION 15. Removal of a Director 31 ARTICLE VI 32 Officers 32 SECTION 1. Officers 32 SECTION 2. Election and Term of Office 32 SECTION 3. Removal 32 SECTION 4. President 32 SECTION 5. Vice-President SECTION 6. Treasurer 33 SECTION 7. Secretary 33 SECTION 8. Compensation 33 ARTICLE VII 34 Committees 34 SECTION 1. Creation of Advisory Standing 34 Committees SECTION 2. Makeup of the Advisory Standing 34 Committees SECTION 3. Duties of the Advisory Standing 34 Committees A. Greens Committee 34 B. House Committee C. Finance Committee 35 D. Golf Committee 35 E. Membership Committee 35 SECTION 4. Nominating Committee 35 ARTICLE VIII 36 Guests 36 SECTION 1. Guest Sponsor 36 SECTION 2. Responsibility of Member 36 SECTION 3. Guest Limitations 36 SECTION 4. Distinguished Guests 36 ARTICLE IX 37 Financial Policy 37 SECTION 1. Fiscal Year 37 SECTION 2. Budget 37 SECTION 3. Annual Report 37 SECTION 4. Determination of Fees, Dues and 37 iv P age SCC Bylaws March 23, 2018

5 Charges SECTION 5. Assessments 37 SECTION 6. Capital Improvement Fund 38 SECTION 7. Limitation on Assessments 38 SECTION 8. Disposition of Club Property 38 SECTION 9. Capital Expenditures/Retirement of Debt SECTION 10. Books and Records 39 SECTION 11. Capital Expenditure Limitation 39 ARTICLE X 40 Membership Initiation Fees 40 ARTICLE XI 41 Members Dues, Minimums and Assessments 41 SECTION 1. Dues, Minimums and Assessments 41 A. Equity Members 41 B. House Members 41 C. Social Members 41 D. Tennis Membership 41 E. Contract Members 41 F. Non-equity Associate Golf Members 42 G. Non-equity Associate Corporate Golf Members 42 SECTION 2. Delinquent Accounts 42 SECTION 3. Destruction of Club Facilities 42 ARTICLE XII 43 Number of Members 43 SECTION 1. Limitation of Active Golf Members 43 SECTION 2. Termination of Contract Golf Member 43 ARTICLE XIII 44 Redemption Fees 44 SECTION 1. Redemption Fees In General SECTION 2. Redemption Fees/Contract Golf 45 Members-Former SCC Golf Members SECTION 3. Limitation 45 ARTICLE XIV 46 Resignation, Censure, Fine, Suspension and Expulsion 46 SECTION 1. Resignation 46 SECTION 2. Censure, Fine, Suspension and 46 Expulsion SECTION 3. Resigning Member s Liability for 46 Dues and Assessments v P age SCC Bylaws March 23, 2018

6 A. Dues. 46 B. Assessments 47 ARTICLE XV 48 Golf Course Design Changes 48 SECTION 1. Design Certification 48 SECTION 2. Prohibited Design Changes 48 SECTION 3. Permitted Design Changes 48 ARTICLE XVI 49 Indemnification 49 SECTION SECTION 2 49 SECTION SECTION SECTION SECTION SECTION SECTION SECTION ARTICLE XVII 51 Amendments to Bylaws 51 SECTION 1. Interpretation of Bylaws 51 SECTION 2. Amendment By Board of Directors 51 SECTION 3. Amendment by Equity Members 51 vi P age SCC Bylaws March 23, 2018

7 ARTICLE I Name and Purpose SECTION 1. Nature of Bylaws. These Bylaws constitute the code of rules adopted by Stonebridge Country Club, Inc. ("Club" or "Stonebridge") for the regulation and management of the Club and the governing of its affairs. The Board of Directors shall have the authority to enact further Rules and Regulations and a Membership Policy not inconsistent with these Bylaws. SECTION 2. Name and Address. The name of the Club is Stonebridge Country Club, Inc. and its address shall be 2705 Stonebridge Blvd., Aurora, Illinois SECTION 3. Purposes and Powers. The purpose of the Club is to operate as a private club for the social, athletic pleasure, recreation and benefit of its Members and for the purposes or powers as stated in its Articles of Incorporation, or any amendments thereto, and such powers as are now or may be granted hereafter by the General Not For Profit Corporation Act of the State of Illinois, as amended from time to time. 7 P a g e S C C B y l a w s March 23, 2018

8 ARTICLE II Definitions Term Page Active Golf Members Assessments 37 Candidate 10 Club or Stonebridge 7 Contract Members 18 Corporate Designee Corporate Equity Golf Members Corporate Equity Golf Without Redemption Members 15 Corporate Equity Members Corporate Equity Golf With Redemption Members Corporate Golf Members 19 Design Certification 48 Effective Resignation Date 46 Equity Contribution 12 Equity Golf Members 11 Equity Golf With Redemption Members Equity Golf Without Redemption Members Equity Members 11 Founding Corporate Equity Golf Members Founding Equity Golf Members Senior Golf Members House Members 17 Immediate Family 20 Intermediate Golf Members 21 Lottery Termination 43 Maximum Equity Membership 43 Members 10 Membership Policy 10 Membership Year 46 Nominees 26 Nominating Committee 26 Non-equity Associate Golf Members 18 Non-equity Associate Corporate Golf Members 19 Original Debt 38 8 P a g e S C C B y l a w s March 23, 2018

9 Definitions Term Page Payment Schedule 24 Preferential Sponsorship Right Purchase Transaction 12 Redemption Fee Redemption Fee List 44 Redemption Fee Percentage 14 Redemption Fund 44 Reservation Deposit 13 Resignation 46 Revocable Trust 25 Revocable Trust Transfer 25 Rules & Regulations 10 SCC 11 SCC Club 11 Schedule of Membership Initiation Fees 40 Significant Other Social Members 17 Stonebridge Property 11 Surviving Spouse Election Tennis Members 17 9 P a g e S C C B y l a w s March 23, 2018

10 ARTICLE III Memberships Stonebridge Country Club, Inc. is a not-for-profit, private social and golf club for the recreational and social benefit of its members ("Members"). Membership in the Club may be obtained only by invitation extended by the Board of Directors in accordance with the criteria and procedures set forth in the Club's membership policy ("Membership Policy") and its rules and regulations ( Rules and Regulations ). A candidate for membership in the Club ("Candidate") must meet the selection criteria set forth in the Membership Policy. The Membership Policy further provides that no Candidate can be invited to become a Member of the Club unless the procedures set forth in the Membership Policy are strictly observed, the Candidate is at least 21 years of age and the Candidate receives the affirmative vote of not less than six (6) Directors of the Board. SECTION 1. Classes of Membership. Memberships in the Club shall be divided into the following classes. Each member classification, as herein defined, shall have the rights, privileges and obligations pertaining to such classification. A. Summary of Membership Classifications: 1. Equity Members (a) Founding Equity Golf Members (closed) (b) Founding Corporate Equity Golf Members (closed) (c) Equity Golf With Redemption Members (d) Equity Golf Without Redemption Members (e) Corporate Equity Golf Without Redemption Members (f) Corporate Equity Golf With Redemption Members (g) Senior Golf Members 2. House Members 3. Social Members 4. Tennis Members 5. Contract Members (closed) (a) Contract Golf Members: 10 P a g e S C C B y l a w s March 23, 2018

11 (i) Residential Golf Members (ii) Non-Residential Golf Members (iii)corporate Golf Members (b) Corporate Dining Members (c) Corporate Sport Members 8. Non-equity Associate Golf Members 9. Non-equity Associate Corporate Golf Members B. Description of Member Classifications: 1. Equity Membership. Equity members ("Equity Members") shall have the most extensive rights and privileges available from the Club including the right to vote, hold office as director and officer, and participate in meetings of the Membership. Except as otherwise provided herein, Equity Members are entitled to the use of all of the Club's Facilities. (a) Founding Equity Golf Members. (This classification is closed.) Founding equity golf members ("Founding Equity Golf Members") are (1) those individuals that were members of Stonebridge Country Club ("SCC Club") who elected to become Founding Equity Golf Members in the Club, in conjunction with the Club's purchase of substantially all of the assets which comprise the SCC Club (the Purchase Transaction )., and (2) those spouses of Founding Equity Golf Members who become Founding Equity Golf Members in the manner set forth in Section 10 or Section 12 of this Article III; and (3) those Corporate Designees of Founding Corporate Equity Golf Members who become Founding Equity Golf Members in the manner set forth in Section 11 of this Article III. In addition to the general rights extended to Equity Members as described above, Founding Equity Golf Members (as well as Equity Golf With Redemption Members as described below) shall also be entitled to the right, if they own residential property within the Stonebridge Subdivision Community in Aurora, Illinois ( Stonebridge Property ), to designate the buyer of their Stonebridge Property for admission as an Equity Golf With Redemption Member of the Club, and avoid being placed on a waiting list for Equity Membership and the selling Equity Member would receive his or her Redemption Fee upon the full payment up front of the Initiation Fee by such buyer and bypass any waiting list that may apply to payment of Redemption Fees (the Preferential Sponsorship Right ). 11 P a g e S C C B y l a w s March 23, 2018

12 The Preferential Sponsorship Right is subject in all respects to such buyer being admitted to the Club as an Equity Golf With Redemption Member pursuant to Stonebridge s membership approval and admission procedures as set forth in Stonebridge s Membership Policy. Founding Equity Golf Members shall also be entitled to be paid a redemption fee (the Redemption Fee ), payable pursuant to the provisions of Article XIII of these Bylaws and, subject to the aforementioned Preferential Sponsorship Right, upon their resignation or other termination from the Club. Such Redemption Fee shall be in an amount equal to the sum of: (1) 100% of his or her $15,000 Equity Contribution; plus (2) 75% of the greater of: (1) the original initiation fee which he or she paid to the SCC Club; or (2) the difference between $15,000 and the Equity Golf Membership initiation fee then being charged by the Club at the time of the Founding Equity Golf Member s resignation. (b) Founding Corporate Equity Golf Members. (This classification is closed.) Founding corporate equity golf members ("Founding Corporate Equity Golf Members") are those corporations or other entities that were Corporate Full Golf Members of the SCC Club and who elected to become Founding Corporate Equity Golf Members in the Club, in conjunction with the Purchase Transaction., Each Stonebridge Founding Corporate Equity Golf Member, Corporate Equity Golf Without Redemption Member and Corporate Equity Golf With Redemption Member as defined below (the three classifications of Stonebridge Corporate Equity Golf Members are collectively referred to herein as "Corporate Equity Members" shall designate one (1) natural person as the Corporate Equity Member s corporate designee (the Corporate Designee ) who shall have the rights and privileges provided to the applicable Corporate Equity Member as set forth in these Bylaws, the Membership Policy and in the Rules and Regulations of Stonebridge as in effect from time to time. Each person designated by the Corporate Equity Member must comply with and satisfy the application procedures and selection criteria set forth in the Membership Policy prior to becoming a Corporate Designee. Corporate Equity Members shall not have the Preferential Sponsorship Right. The rights of Corporate Designees of Corporate Equity Members shall include the following: (i) the right to vote and participate in all meetings of the Members of Stonebridge; (ii) the right to hold office as a director and/or officer; (iii) the right to use all of the Club Facilities, subject to Stonebridge s Rules and Regulations as may be amended from time to time; and (iv) the right to transfer the Corporate 12 P a g e S C C B y l a w s March 23, 2018

13 Designee once per calendar year for a transfer fee pursuant to procedures enacted by the Board. Founding Equity Corporate Golf Members shall also be entitled to be paid a Redemption Fee, payable to the Corporate Equity Member (not to the Corporate Designee) pursuant to the provisions of Article XIII of these Bylaws, upon the Corporate Equity Member's resignation or other termination from the Club. Such Redemption Fee shall be in an amount equal to the sum of: (1) 100% of the Founding Equity Corporate Golf Member s $15,000 Equity Contribution; plus (2) 75% of the greater of: (1) the original initiation fee which the Founding Equity Corporate Golf Member paid to SCC; or (2) the difference between $15,000 and the Corporate Equity Golf Membership initiation fee then being charged by the Club at the time of the Founding Equity Corporate Golf Member s resignation. (c) Equity Golf With Redemption Members. Equity golf with redemption members ( Equity Golf With Redemption Members ) consist of: (i) those individuals who were Residential Full Golf Members or Non- Residential Full Golf Members of the SCC Club who did not pay their Reservation Deposits and/or their Equity Contributions within the time periods mandated by the Club, but thereafter elected to become Equity Members. AND (ii) those individuals who were tennis, social or house members of the SCC Club who did not pay their Reservation Deposits and/or their Equity Contributions within the time periods mandated by the Club, but thereafter elected to become Equity Golf With Redemption Members. AND (iii) those individuals who were not previously members of the SCC Club, but who become Equity Golf With Redemption Members of Stonebridge by (a) paying the Equity Golf With Redemption Member Initiation Fee, and (b) otherwise complying with Stonebridge s procedures for admission to the Club as an Equity Golf With Redemption Member as set forth in the Club s Membership Policy. 13 P a g e S C C B y l a w s March 23, 2018

14 AND (iv) those Members of the Club who upgrade their Memberships and become Equity Golf With Redemption Members in the manner set forth in Section 9 of this Article III. AND (vii) those spouses of Equity Golf With Redemption Members who become Equity Golf With Redemption Members in the manner set forth in Section 10 or Section 12 of this Article III. Equity Golf With Redemption Members shall have all of the rights and privileges that are provided to Founding Equity Golf Members, including the Preferential Sponsorship Right, except that upon resignation or other termination from the Club, the Redemption Fee for resigning or terminated Equity Golf With Redemption Members shall be determined in the following manner. Each Equity Golf Member s Membership Certificate will designate a percentage (the Redemption Fee Percentage ) for applicable to Equity Golf With Redemption Members at the time that he or she was admitted as an Equity Golf With Redemption Member. Upon resignation or other termination from the Club, Equity Golf With Redemption Members shall be entitled to be paid a Redemption Fee, payable pursuant to Article XIII of these Bylaws, equal to their Redemption Fee Percentage multiplied by the Equity Golf With Redemption Membership Initiation Fee that is then being charged by the Club as of the date of the Equity Golf With Redemption Member s resignation or other termination from the Club. (d) Equity Golf Without Redemption Members. Equity golf without redemption members ( Equity Golf Without Redemption Members ) consist of: (i) those individuals who were not previously members of the SCC Club, but who become Equity Golf Without Redemption Members of Stonebridge by (a) paying the Equity Golf Without Redemption Initiation Fee as set by Stonebridge that is applicable at the time, and (b) otherwise complying with Stonebridge s procedures for admission to the Club as an Equity Golf Without Redemption Member as set forth in the Club s Membership Policy. AND (ii) those Members of the Club who upgrade their Memberships and become Equity Golf Without Redemption Members in the manner as set forth in Section 9 of this Article III. 14 P a g e S C C B y l a w s March 23, 2018

15 AND (iii) those spouses of Equity Golf Without Redemption Members who become Equity Golf Without Redemption Members in the manner as set forth in Section 10 or Section 12 of this Article III. Equity Golf Without Redemption Members shall have all of the rights and privileges as Equity Golf With Redemption Members, except (1) they do not have the Preferential Sponsorship Right, and (2) upon resignation or termination from the Club, resigning or terminating Equity Golf Without Redemption Members are NOT entitled to be paid a Redemption Fee, nor shall they be entitled a refund of any initiation fees which have been paid to Stonebridge. (e) Corporate Equity Golf Without Redemption Members. Corporate equity golf without redemption members ( Corporate Equity Golf Without Redemption Members ) consist of: (i) those corporations or other entities that were Corporate Full Golf Members of the SCC Club who did not pay their Reservation Deposits and/or their Equity Contributions within the time periods mandated by the Club, but thereafter elected to become Equity Members. AND (ii) those corporations or other entities that were not previously Corporate Golf Members of the SCC Club, but become Corporate Equity Golf Without Redemption Members of Stonebridge by (a) paying the applicable Corporate Equity Golf Without Redemption Member Initiation Fee, and (b) otherwise complying with Stonebridge s procedures for admission to the Club as a Corporate Equity Golf Without Redemption Member, including those procedures with respect to its Corporate Designee, as set forth in the Club s Membership Policy. Corporate Equity Golf Without Redemption Members shall have all of the rights and privileges that are provided to Founding Corporate Equity Golf Members, except that upon resignation or termination from the Club, resigning and terminating Corporate Equity Golf Without Redemption Members are NOT entitled to be paid any Redemption Fee, nor shall they be entitled to a refund of any initiation fees which have been paid to Stonebridge. (f) Corporate Equity Golf With Redemption Members. Corporate equity golf with redemption members ( Corporate Equity Golf With Redemption Members ) consist of: 15 P a g e S C C B y l a w s March 23, 2018

16 (i) those corporations or other entities that were Corporate Full Golf Members of the SCC Club who did not pay their Reservation Deposits and/or their Equity Contributions within the time periods mandated by the Club, but thereafter elected to become Equity Members. AND (ii) those corporations or other entities that were not previously Corporate Golf Members of the SCC Club, but that become Corporate Equity Golf With Redemption Members of Stonebridge by (a) paying the applicable Corporate Equity Golf With Redemption Member Initiation Fee, and (b) otherwise complying with Stonebridge s procedures for admission to the Club as a Corporate Equity Golf With Redemption Member, including those procedures with respect to its Corporate Designee, as set forth in the Club s Membership Policy. Corporate Equity Golf With Redemption Members shall have all of the rights and privileges that are provided to Founding Corporate Equity Golf Members, except that upon resignation from the Club, the Redemption Fee for resigning Corporate Equity Golf With Redemption Members shall be determined in the following manner. Each Corporate Equity Golf With Redemption Member s Membership Certificate will designate a percentage (the Redemption Fee Percentage ) applicable to Corporate Equity Golf With Redemption Members at the time that the corporation or other entity was admitted as a Corporate Equity Golf With Redemption Member. Upon resignation or termination from the Club, Corporate Equity Golf With Redemption Members shall be entitled to be paid a Redemption Fee, payable pursuant to Article XIII of these Bylaws, equal to the lesser of (1) the Redemption Fee Percentage multiplied by the initiation fee which the Corporate Equity Golf With Redemption Member paid to the Club or (2) the Redemption Fee Percentage multiplied by the Corporate Equity Golf With Redemption Membership Initiation Fee that is then being charged by the Club as of the date of the Equity Golf Member s resignation or other termination from the Club. (g) Senior Golf Members 1.Founding Equity Golf Members and Equity Golf Members with Redemption, in good standing, who (i) are 70 years of age or older as of March 31st of the year of application and (ii) have been in such membership classification of the Club (inclusive of SCC golf membership) for 20 or more years are eligible to convert to Senior Golf Membership. 2.Written applications for Senior Golf Membership will be processed in order of receipt and must be submitted to the Club on or before March P a g e S C C B y l a w s March 23, 2018

17 and the Board action shall be taken by April 5th of the applicable Membership Year. Senior Golf Membership shall be limited to 10 members. 3.In the event the Senior Golf Membership classification is full, a waiting list of applications will be maintained in order of receipt by the club. 4.The reduction in dues so designated by the Board will become effective upon the first of the month in which the event (a) Member turns 70 and or years of membership becomes 20 takes place. For example; if a member turns 70 on July 16th and has been a qualifying member of the club as stipulated in (1) above, they will be entitled to the discount on the first of July. As stated in item (2) above, the member must have submitted the application for Senior Membership no later than March 31st of the event year. 5.The Board shall determine the amount of dues and assessments for all Senior Golf Members and any reduction from full golf dues and assessments shall be off-set against the approved Member's Redemption Fee until such redemption fee is reduced to zero. Upon such event the members' dues shall revert back to the full dues in effect at the time. 6.Members who are approved for Senior Golf Membership shall retain those rights and privileges attendant to the membership classification such Member held prior to the time of conversion to Senior Golf Membership. 2. House Members. House Members and members of their Family shall be entitled to the use of the Club s dining facilities. This class of membership will not be entitled to vote, hold office as an officer or director, nor receive a Redemption Fee. 3. Social Members. Social Members and members of their Family shall be entitled to all of the privileges of House Members and, in addition, use of the Club s swimming facilities. A Social Member and his or her Family may also be entitled to play golf on an availability basis during restricted operating hours and dates as shall be determined by the Board. This class of membership will not be entitled to vote, hold office as an officer or director, nor receive a Redemption Fee. 4. Tennis Members. Tennis Members and members of their Family shall be entitled to all of the privileges of Social Members and in addition, use of the Club s tennis facilities. This class of membership will not be entitled to vote, hold office as an officer or director, nor receive a Redemption Fee. 17 P a g e S C C B y l a w s March 23, 2018

18 5. Contract Members. Contract Members are those Members of the SSC Club who did not elect to become Equity Members of the Club. Subject to the requirements herein, the Club will provide Contract Members, with privileges and access to Club facilities subject to certain limitations as set forth herein and as may be prescribed in the Rules and Regulations and Membership Policy. (a) Contract Golf Members shall consist of: (i) (ii) (iii) Former SCC Club Residential Full Golf Members; Former SCC Club Non-Residential Full Golf Members; and Former SCC Club Corporate Full Golf Members. (b) (c) Contract Corporate Dining Members shall consist of former SCC Club Corporate Dining Members. Contract Corporate Sport Members shall consist of former SCC Club Corporate Sport Members. Contract Members will have no financial interest in the Club and shall NOT have the right to vote or hold office as an officer or director. All Contract Members shall be required, as a condition of their use and continued use of the facilities of the Club, to abide by all the terms and conditions of these Bylaws; to abide by all Rules and Regulations promulgated by the Club, including, but not limited to, the Membership Policy; and to pay when due all fees, minimums, costs, dues, assessments, charges and any other indebtedness due the Club. Contract Members shall not have the right of Preferential Sponsorship and Contract Golf Members will have their memberships terminated over time pursuant to the Lottery Termination, as described in Article XII, Section 2 hereof. 6. Non-equity Associate Golf Members. Non-equity associate golf members ( Non-equity Associate Golf Members ) consist of: (i) those individuals who become Non-equity Associate Golf Members of Stonebridge by (a) paying the applicable Non-equity Associate Golf Membership Initiation Fee, and (b) otherwise complying with Stonebridge s procedures for admission to the Club as a Non-equity Associate Golf Member as set forth in the Club s Membership Policy and By-Laws. AND (iv) those spouses of Non-equity Associate Golf Members who become Nonequity Associate Golf Members in the manner set forth in Section 10 or Section 12 of this Article III. 18 P a g e S C C B y l a w s March 23, 2018

19 Non-equity Associate Golf Members shall have all of the rights and privileges of Equity Golf With Redemption Members, except (1) they have no financial interest in the Club, (2) they do not have the Preferential Sponsorship Right, (3) they do not have the right to vote, or to hold office as a director of officer, (4) they do not have the right to participate in the meetings of the Membership, and (5) upon resignation or termination from the Club, resigning or terminating Non-equity Associate Golf Members are NOT entitled to be paid a Redemption Fee, nor shall they be entitled to a refund of any initiation fees which have been paid to Stonebridge. 7. Non-equity Associate Corporate Golf Members ( Non-equity Associate Corporate Golf Members ) consist of those corporations and other entities who become Non-equity Associate Corporate Golf Members by (a) paying the applicable Non-equity Associate Corporate Golf Initiation Fee and (b) otherwise complying with Stonebridge s procedures for admission to the club as a Nonequity Associate Corporate Golf Member, including those procedures with respect to its Corporate Designee, as set forth in the Club s Membership Policy. Each Non-equity Associate Corporate Golf Member shall designate one (1) natural person as its Corporate Designee who shall have the rights and privileges provided to the Non-Equity Associate Corporate Golf Membership classification as set forth in the Bylaws, the Membership Policy and in the Rules and Regulations of Stonebridge as in effect from time to time. Each person designated by the Non-equity Associate Corporate Golf Member must comply with and satisfy the application procedures and selection criteria set forth in the Membership Policy prior to becoming a Corporate Designee. Non-equity Associate Corporate Golf Members shall have all of the rights and privileges of Corporate Equity Golf Without Redemption Members, including the right to transfer the Corporate Designee once per calendar year, however (1) they shall have no financial interest in the Club, and (2) upon resignation or termination from the Club, resigning or terminating Non-equity Associate Corporate Golf Members are NOT entitled to be paid a Redemption Fee, nor shall they be entitled to a refund of any initiation fees which have been paid to Stonebridge. Corporate Designees of Non-equity Associate Corporate Golf Members shall have all the rights and privileges of Corporate Designees of Corporate Equity Members, except (1) they do not have the right to vote or hold office as a director or officer, and (2) they do not have the right to participate in the meetings of the Membership. 8. Active Golf Members. Founding Equity Golf Members, Founding Corporate Equity Golf Members, Equity Golf With Redemption Members, Equity Golf 19 P a g e S C C B y l a w s March 23, 2018

20 Without Redemption Members, Corporate Equity Golf Without Redemption Members, Corporate Equity Golf With Redemption Members, Contract Golf Members, Non-equity Associate Golf Members and Non-equity Associate Corporate Golf Members shall sometimes hereinafter be collectively referred to as Active Golf Members. SECTION 2. Additional Classes of Membership. The Board of Directors in its sole discretion may, from time to time, establish additional classes of membership in the Club by the affirmative vote of not less than six (6) Directors of the Board. In the event an additional class of membership is established pursuant to this Section 2, the Board of Directors shall also determine the description of the additional membership classification and its applicable initiation fee, dues, minimums and assessments. SECTION 3. New Members. All Candidates for membership must meet the selection criteria set forth in the Membership Policy of the Club. In addition, no Candidate may be invited to become a member of the Club unless and until the procedures set forth in the Membership Policy of the Club are strictly observed. SECTION 4. Membership Policy. The Board of Directors shall adopt and approve a Membership Policy by the affirmative vote of not less than six (6) Directors of the Board. The Membership Policy shall set forth the criteria for membership, procedures for the selection and admission of members as well as the grounds and procedures for the imposition of sanctions, fines, censure and membership suspension and expulsion. The Membership Policy may only be amended or modified by the affirmative vote of not less than six (6) Directors of the Board. SECTION 5. Rights of Equity Members on Dissolution. In the event of the dissolution of the Club, the Equity Members then owning the equity memberships shall participate equally in the net proceeds derived from the sale of the Club. Such equity memberships shall be considered personal property, and the owners thereof shall not at any time be vested with any right, title or interest in or to, or have any interest in the property of the Club, but shall be entitled only to share in the net proceeds of the sale of such property upon the dissolution of the Club; the full legal and equitable title to all real estate and other property of the Club shall at all times be vested in the Club. SECTION 6. Use of Club Facilities by Immediate Family Members. Each and every Person who is a Member of the Club, irrespective of membership classification, recognizes that the privileges of the Club are appurtenant to the specific Member designated on the membership certificate only. However, the Family of the Member shall be entitled to the use of the same facilities as the Member, subject to the right of the Board of Directors to determine available and permitted times for the use of the Club facilities by Family members. Family shall be defined as the Member's spouse and legal dependents through December 31 of the year of their 24th birthday. The Board is empowered to approve (and price) an extension whereby a child remains a member through December 31 of the year of their 25th birthday. SECTION 7. Significant Other. An unmarried Member may request Club privileges for a Significant Other by submitting a Significant Other Affidavit in the form prescribed by the Club. Significant Other is defined as an unmarried person, over the age of 21, who is engaged 20 P a g e S C C B y l a w s March 23, 2018

21 in a personal relationship with an unmarried Member. The Significant Other shall be entitled to the use of the same Club facilities as if the Significant Other was the spouse of the Member, subject to the right of the Board of Directors to determine available and permitted times of use of the Club facilities. Children of the Significant Other will not have privileges for the use of Club facilities and will be subject to normal guest fees and restrictions. A fee, as set by the Board of Directors, will be charged to the Member at the time of submission of the Significant Other Affidavit. No Member may change his/her Significant Other more frequently than every 12 months. The Member will be responsible for all Club fees and charges incurred by the Significant Other and shall be accountable for the Significant Other s conduct. SECTION 8. Transferability Restrictions. Subject to the provisions of Sections 9, 10, 11 and 12 of this Article III, Memberships are not assignable or transferable. No Member shall advertise or permit his Membership to be advertised for sale. Furthermore, a Member shall not sell, pledge, hypothecate, assign, encumber, collateralize or otherwise transfer his Membership except in accordance with these Bylaws and the Rules and Regulations and Membership Policy. SECTION 9. Upgrade of Membership. Any Member in good standing may apply to upgrade his or her Membership from one class to another by filing an application with the Membership Committee for the class of Membership desired and by paying the required initiation fee for the desired Membership Class less any applicable credit for the initiation fee previously paid by such Member for his or her present class of Membership. Consideration of an application to upgrade shall be based on the same criteria and shall be conducted in accordance with the same procedures as an initial application for Membership. If the application to upgrade has been approved and the desired class of Membership is available, the Member shall be so notified and, upon tendering of the Member s current Membership Certificate to the Club, a new Membership Certificate shall be issued by the Club indicating the new Membership classification. SECTION 10. Surviving Spouse Election. The surviving spouse of a deceased Member may elect to succeed to the Membership held by the deceased Member (the Surviving Spouse Election ) in the following manner: (a) The surviving spouse must make such election in writing to the Club, within six (6) months from the date of death of the deceased Member. If such election is made, the surviving spouse shall make application for membership and be subject to the selection criteria in the same manner as provided for new member applications and shall agree to be subject to these Bylaws, the Membership Policy and all Rules and Regulations of the Club. The Board, in its discretion, may waive dues during the six (6) month period. In the event the surviving spouse s application is approved, the surviving spouse shall immediately succeed to the Membership of the deceased Member without payment of additional initiation fees, except as provided in subsection (b) below, and the surviving spouse shall be subject to all the rights, privileges and obligations attendant to the membership classification of the deceased Member. 21 P a g e S C C B y l a w s March 23, 2018

22 (b) (c) Notwithstanding anything contained herein to the contrary, initiation fee payment schedules for Equity Golf With Redemption Members, Equity Golf Without Redemption Members, Non-equity Associate Golf Members and Intermediate Golf Members and the time period for Non-equity Convertible Golf Members to convert to Equity Golf With Redemption Members will not be altered as a result of an approved surviving spouse, so that the initiation fee payment schedule, or the period of conversion, that had applied to the deceased Member will continue to apply to the deceased Member s approved surviving spouse. However, if an approved surviving spouse of a deceased Equity Golf With Redemption Member, Equity Golf Without Redemption Golf Member, Intermediate Golf Member and Non-equity Associate Golf Member is 35 years of age or older, that approved surviving spouse will be responsible for full dues, spending minimums and Assessments, regardless of the age of the deceased Member. If no election is made, in writing, during the six (6) month period, the Surviving Spouse Election shall be deemed irrevocably waived by the surviving spouse and the Membership of the deceased Member shall terminate and any Redemption Fee which may be due shall be paid to the estate of the deceased Member in accordance with the provisions of Article XIII. SECTION 11. Replacement of Certain Corporate Members by their Corporate Designees. The Corporate Designee of a Founding Corporate Equity Golf Member, or of a Corporate Equity Golf Without Redemption Member, or of a Corporate Equity Golf With Redemption, or of a Non-equity Associate Corporate Golf Member, or of a Contract Corporate Full Golf Member of the Club, shall be permitted to become an Equity, Non-equity Associate or Contract Member of the Club, as applicable and as described below, replacing the membership that had been held by the Corporate Designee s corresponding Corporate Member, in the following manner: (a) (b) If the Corporate Designee and the Corporate Designee s corresponding Corporate Member both duly execute all documentation that the Club requires, and pay the applicable transfer fee applicable to membership transfers under this Section 10 as set by the Board from time to time, then the Corporate Designee shall become a member of the Club provided he or she complies with the membership selection criteria as set forth in the Membership Policy. By complying with the procedures set forth in this Section 10, Corporate Designees can become Club Members depending on the Membership classification that was held by their corresponding Corporate Members in accordance with the following chart: Pursuant to Article III, Section P a g e S C C B y l a w s March 23, 2018

23 Corporate Designee of Founding Corporate Equity Golf Member Non-equity Associate Corporate Golf Member Contract Corporate Full Golf Member Corporate Equity Golf Without Redemption Member Corporate Equity Golf With Redemption Member Can Become Founding Equity Golf Member Non-equity Associate Golf Member Contract Full Golf Member Equity Golf Without Redemption Member Equity Golf Without Redemption Member (c) (d) (e) No waiting list for applying for Club Membership shall apply to Corporate Designees who seek to become Club Members by complying with the procedures of this Section 10. No redemption fees shall apply or be paid to any Corporate Equity Members or Non-equity Associate Corporate Members or Corporate Contract Members whose memberships are replaced by their Corporate Designees in the manner set forth in this Section 10. Under no circumstances may a Corporate Equity Member or a Non-equity Associate Corporate Golf Member, or a Contract Corporate Full Golf Member sell or assign its Membership to its Corporate Designee independent of the express procedures contained in this Section 10, and under no circumstances may any out-of-pocket payment be made by any Corporate Designee to his or her corresponding Corporate Member in connection with the Corporate Designee s obtaining a Membership in the Club by means of complying with this Section 10. Any such prohibited transfer or payment shall be null and void and may result in the expulsion of the Corporate Designee and the corresponding Corporate Member. SECTION 12. Replacement of Members by Their Spouses. Notwithstanding anything to the contrary contained in these Bylaws, any Member, other than a Corporate Designee or a Contract Member, can request the Club to transfer his/her membership to his/her spouse in the following manner: (a) If the Member and the spouse both duly execute all documentation that the Club requires, and pay the applicable transfer fee applicable to membership transfers under this Section 11, as set by the Board from time to time, then the spouse shall become a member of the Club provided he 23 P a g e S C C B y l a w s March 23, 2018

24 or she complies with the membership selection criteria and is invited to become a Member as set forth in the Membership Policy. (b) (c) (d) (e) (f) By complying with the procedures set forth in this Section 11, spouses can become Members in the same Membership classification that was held by the transferring Member, if such spouse meets ALL of the qualifications of that Membership classification, except that approved spouses replacing Intermediate Golf Members may be 35 years of age or older. Notwithstanding anything contained herein to the contrary, initiation fee payment schedules for Equity Golf With Redemption Members, Equity Golf Without Redemption Members, Non-equity Associate Golf Members and Intermediate Golf Members and the time period for Non-equity Convertible Golf Members to convert to Equity Golf With Redemption Members will not be altered as a result of an approved spousal replacement, so that the initiation fee payment schedule, or the period of conversion, that had applied to the former Member will continue to apply to the Member s approved spousal replacement. However, approved spouses that are 35 years of age or older that are replacing Active Golf Members under the age of 35 will be responsible for full dues, spending minimums and Assessments, regardless of the age of the Active Golf Member being replaced. No waiting list for applying for Club Membership shall apply to spouses who seek to become Club Members by complying with the procedures of this Section 11. Notwithstanding anything to the contrary contained in Article XIII of these Bylaws, no redemption fee shall apply or be paid to any Member whose membership is replaced by his/her spouse in the manner set forth in this Section 11 and the right to receive such redemption fee, if any, shall be deemed to be transferred to the spouse who replaced such Member. Under no circumstances may a Member sell or assign his/her membership to his/her spouse independent of the express procedures contained in this Section 11, and under no circumstances may any payment be made by any Member or the Member s spouse in connection with the spouse s obtaining a Membership in the Club by means of complying with this Section 11, other than payment to the Club of the applicable transfer fee as set forth in subsection (a) of this Section 11. Any such prohibited transfer or payment shall be null and void and may result in the expulsion of the Member and the spouse. Notwithstanding anything to the contrary contained in this Section 11, a Member (i) may request the Club to transfer his/her Membership to his/her spouse in the manner set forth in this Section 11 at any time during their marriage, or (ii) may request the Club to transfer his/her Membership to 24 P a g e S C C B y l a w s March 23, 2018

25 his/her former spouse, in the manner set forth in this Section 11, for ninety (90) days following the entry of a judgment for dissolution dissolving the Member s marriage. With respect to post-dissolution transfer requests pursuant to Section 11(f)(ii) hereof, except as set forth in Section 11(g) below, all references in this Section 11 to a Member s spouse shall be deemed to be references to the Member s former spouse. (g) Upon the transfer of a membership to a Member s spouse in the manner set forth in this Section 11, the former Member of the Club who so transferred his Membership to his or her spouse shall thereupon be the Member s spouse for all purposes, including, without limitation, for purposes of the Surviving Spouse Election procedures contained in Section 9 of this Article III. This Section 11(g) shall not apply to postdissolution transfers under Section 11(f)(ii) above. SECTION 13. Transfers to Revocable Trusts. (a) Notwithstanding anything in these Bylaws to the contrary, any Member may, during his or her lifetime, request the Club to transfer his or her Membership to an inter vivos revocable or living trust (a Revocable Trust ) upon the following conditions: (i) (ii) (iii) The transfer must be to a Revocable Trust; The Member must be (A) the Grantor, (B) a Co-Trustee or sole Trustee of such trust, and (C) a primary beneficiary of such trust; and The Member s original Membership certificate must be surrendered to the Club and a new certificate must be issued to the Revocable Trust. (b) (c) During such Member s lifetime, the Membership which is the subject of the Revocable Trust transfer (the Revocable Trust Transfer ) shall be treated by the Club for all purposes and shall be construed under these Bylaws for all purposes, as if such Membership is owned outright by the Member and not in the Revocable Trust. Upon the death of the Member who has made a Revocable Trust Transfer, and provided the Surviving Spouse Election is not applicable, such Membership shall be deemed terminated and the Redemption Fee, if any, which may be due, shall be paid to the Trustee of the Revocable Trust in the manner set forth in Article XIII. The payment of any such Redemption Fee shall be subject to the Club s receipt and review of such documentation as may be reasonably required by the Club. 25 P a g e S C C B y l a w s March 23, 2018

26 ARTICLE IV Meetings of Members and Elections SECTION 1. Annual Meeting. The annual meeting of the Equity Members shall be held on the first Thursday of December of each year for the purpose of announcing the results of the balloting for the election of new Directors and for the transaction of such other business as may come before the meeting. SECTION 2. Election of Board of Directors. There shall be nine (9) Directors of the Club. The sequence of electing three (3) new Directors for three (3) year terms upon the expiration of the respective term of office of a particular class of Directors shall continue each year thereafter. No person shall be eligible to serve as a Director for more than two (2) successive three (3) year terms. SECTION 3. Nomination and Election of Directors. A. Nominating Committee. The Board of Directors shall appoint a Nominating Committee not less than ninety (90) days prior to each annual meeting of the Equity Members for the purpose of selecting three (3) Equity members in good standing as nominees ( Nominees ) for the Director positions to be filled at the next annual meeting. The Nominating Committee shall consist of three (3) Directors and two (2) other Equity Members, all of whom shall be in good standing. Nominees shall be limited to those persons who are Equity Members of the Club. The Nominating Committee shall advise the Board of Directors of the Nominees not less than forty (40) days prior to the annual meeting. Such Nominees shall have their names placed on the ballot for election. B. Nomination by Petition. An Equity Member of the Club in good standing may also seek election to the Board of Directors by obtaining the signatures of fifty (50) Equity Members (all of whom shall be in good standing) in support of his or her nomination. The filing of a timely and complete Petition by an Equity Member shall entitle that person to have his or her name placed on the ballot as a Nominee in form and substance as required by the Club for the election of new Directors. The Petition shall be filed with the Secretary of the Club at least forty-five (45) days prior to the next annual meeting of the Equity Members. C. Election of Directors. At least thirty (30) days prior to each annual meeting of the Equity Members, the Secretary of the Club shall mail ballots to all Equity Members entitled to vote and the ballots shall include the names of all Nominees. Each Equity Member shall have three (3) votes, however, not more than one (1) vote shall be cast for any one (1) Nominee. After completion and execution of the ballot in form and substance as required by the Club, each Equity Member shall return the ballot to the Secretary of the Club. The ballot must be received by the 26 P a g e S C C B y l a w s March 23, 2018