BY-LAWS OF PARADISE VALLEY CAMPING CLUB, INC. Revised April 13, 2011

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1 BY-LAWS OF PARADISE VALLEY CAMPING CLUB, INC. Revised April 13, 2011 ARTICLEI, Name and Offices The NAME of this Missouri Not-for-Profit corporation is Paradise Valley Camping Club, Inc., and its principle office shall be located in Barry County, Missouri. The club may also have offices and branch offices at such other places within and without the State of Missouri as the Board of Directors may, from time to time, designate and the business of the Club may require. ARTICLE II, Purpose and Powers Section1. General, The Club is organized to manage, operate and maintain a social and recreational campground near Cassville, Missouri, the property, for the pleasure, social, recreational and other similar non-profitable purposes of its members and to engage in other activities related to and in furtherance of such social and recreational pursuits which are exempt activities under Section 501 (7) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States tax law and to make distributions to organizations that qualify as exempt organizations under Section 501 ( c ) (7) of the Internal Revenue Code. Section 2, Non-Political. No part of the activities of the Club shall be the carrying on of propaganda or otherwise attempting to influence legislation and the Club shall not participate in, or intervene in, including the publishing or distribution of statements and political campaign on behalf of any candidate for public office. Section 3, Restrictions. Restrictions shall mean the Declaration of Restrictions affecting the Property recorded in the Office of the Recorder of Deeds of Barry County, Missouri in Book at Page as amended. File of record July 19, 2010; Book 10 Page 3438 Section 4, Not for Profit. The Club shall be conducted at all times as a not-for-profit organization and no part of the net earnings of the Club shall inure to the benefit of, or be distributed to, its members, directors, officers or other private persons, except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of the purposes set forth in Section 1 of this Article. Provided, further, that in no event shall any of the assets of the Club be distributed to the members of the Club upon dissolution here of if such distribution would result in the diversion of such assets from purposes which qualify as exempt under Section 501 (c ) (7) of the Internal revenue Code or the corresponding provision of any future United States Tax Law. The Club shall do whatever is necessary, conducive, incidental or advisable to accomplish and promote the objectives and purposes of the Club aforesaid and in regard thereto shall have all of the powers granted a notfor-profit corporation by the laws of the State of Missouri, and all of the powers and function granted to it in the Restrictions. The Property shall administer and governed by these By-Laws and in accordance with the Restrictions, Articles of Incorporation and duly adopted rules and regulations of the Club. In addition to the powers aforesaid, the Club shall have all of the powers and functions which may be granted it by amendments to the Restrictions aforesaid or by any new or additional Restrictions approved by the membership. ARTICLE III. Applications. All present and future members, their guests and invitees and all other persons who may use the facilities of the Property in any manner are subject to these By-Laws, Restrictions and the rules and regulations of the Club. The acceptance of a membership or deed of conveyance of an interest in the real estate which is a part of the Property shall constitute an agreement that the Restrictions, these By-Laws and rules and regulations as they may be amended from time to time, are accepted, ratified and will be complied with.

2 ARTICLE IV. Definitions. Section 1. All definitions contained in Article 1 of the Restrictions 2010 are adopted and incorporated herein. 1. The Club: Paradise Valley Camping Club, Inc., a Missouri not-for-profit corporation organization to manage and operate the Property for the benefit of its Members who shall be the record owners of the Undivided Interests therein. 2. Articles: Articles of Incorporation of the Club, as may be amended from time to time. 3. Restrictions: The limitations, restrictions, covenants, terms and conditions and equitable servitudes set forth herein as amended from time to time. 4. Undivided Interest: A 1/1,000 interest in the real estate described in Exhibit A attached hereto, and a 1/1,000 undivided interest in any real estate hereafter acquired by the Club. 5. Membership: One Undivided Interest in the Property of the Club that has been transferred to a Member or Members by proper instrument recorded in the Deed Records of Barry County, Missouri. 6. Member: An individual who is a record owner of a Membership, a husband and wife who are record owner of a Membership. The use of the term Member or Members in these Restrictions shall refer to all Voting Members and Associate Members. 7. Voting Member: The single individual who is designated as the one person entitled to cast a vote on behalf of that Membership by the Members of said Membership on the Application for Membership on file with the Board of Directors. 8. Associate Member: The single individual who shares the physical residence of the Voting Member and is identified as such in the Application for Membership on file with the Board of Directors. 9. Contingent Member: All Members of a Membership who are not identified as either the Voting Member or the Associate Member on a Membership s Application for Membership on file with the Board of Directors. 10. Guest: An individual other than a Voting Member or Associate Member who is present on the Club Property at the invitation of a Voting Member or Associate Member and approved as provided by the Rules and Regulations, including all minors who share the physical residence of the Voting Member. 11. Individual: One living person 12. Application for Membership: A document approved as to form and as modified from time to time by the Board of Directors, that is submitted to the Club by Members for the purpose of designating the voting member of the membership. 13. Property: All the real property described in Exhibit A together with all improvements thereon, any additions thereto, and any tangible personal property which may be owned by the Club. 14. Campground: That portion of the Property improved so as to allow camping by Member(s) with a recreation vehicle and the surrounding facilities designed to improve the Members(s) use and enjoyment of the Property. 15. By-Laws: The written terms and conditions, under which the Club Property shall be managed, maintained and improved by the Board of Directors. The By-Laws may be amended from time to time as provided in the By-Laws. 16. Board of Directors: Duly elected officers of the Club as described in the By-Laws. 17. Rules and Regulations: The written terms and conditions of use of the Property by Members and Guests, as established by the Board of Directors in order to promote the best interest of all Members and Guests in a safe and secure use and enjoyment of the Property. ARTICLE V. Membership. Section 1. Classification of Voting. The Club shall have voting members, associate members and contingent members. Section 2. Voting Members. Any person, partnership or corporation purchasing a Membership either outright or under contract, shall be entitled to one voting membership of the Club. Provided, however, if such membership is owned by more than one person or entity, such voting membership shall be issued as follows: (a) If the purchase jointly made by husband and wife, one voting membership shall be issued. (b) If the purchase of a Membership is made by a corporation, partnership, trust, joint venture or other entity, then such entity shall be entitled to have one voting membership in the Club, issued to only one individual

3 living person and only that individual s spouse and / or children who have the same residence as the voting member shall be entitled to the privileges of associate membership in the Club. Such corporation, partnership, trust, join venture or other entity shall advise the Club in writing within thirty days of becoming eligible for membership, of the person in whose name the voting membership shall be issued. (c) If proprietary rights to the Membership are passed under the estate of a deceased person, a voting membership in the Club shall be exercised by only one surviving person, and the Club shall be notified in writing within 60 days of the date of death of the Member, of the name and address of the individual designated as the voting member. (d) Record Date. Except as otherwise determined in the Restrictions of the Club: (e) 1. The record date for determining the Voting Members entitled to notice of any member meeting shall be thirty (30) days prior to said meeting date. Section 3. Associate and Contingent members (a) Children s rights deed will be honored by the Club. When the deed is sold / transferred children s rights are not sold / transferred to new members. (b) Each voting member shall notify the Club in writing the person entitled to associate membership and the names of contingent members. No person who is entitled to an associate or contingent membership in the Club shall be entitled to the privileges thereof until the Club has received the written notification aforesaid. (c) Associate and contingent members shall have no vote or right of notice of any meeting of members, regular or special. Associate and contingent members shall not be required to pay dues, but shall be entitled, so long as the voting membership is in good standing, to enjoy all the other privileges of membership, subject, however, to their observance of all rules and regulations governing the conduct of members. (d) Associate and contingent membership shall cease automatically upon termination or suspension of the voting membership status giving rise to such membership provided: however, if a suspended or terminated membership is reinstated, the derivative associate and contingent membership shall be similarly reinstated. Section 4. Privileges. (a) Voting members, associate, contingent members and guests of each shall have use of the roads, parks and recreational facilities in all of the Property subject to the Restrictions referenced in Article II and IV and these By-Laws, and any other property or facilities from time to time owned by the Club or which may be acquired by the Club, subject to the Restrictions aforesaid and such other rules for the use of the Property, roads, parks, recreational facilities or other property or facilities as may from time to time, be adopted by the Board. (b) Guests are not allowed to occupy a camping site beginning 3 days prior to a major holiday weekend ( Memorial Day, 4th of July and Labor Day ) and 3 days prior to the annual meeting ( 1st Saturday in October ), Management will set the time for the 4th of July since it varies year to year. (c) Members are entitled to 30 cumulative days of free camping. A daily pad fee will be charged beginning on the 31st day. (d) Members may camp in one zone for 30 days and then are required to move to another zone. Members must rotate thru all zones before returning to the original zone, unless they vacate the park in excess of four (4) nights or place their trailer in storage in excess of four (4) nights. (e) Employees of the park are provided a campsite for the duration of their employment. (f) Members may leave their campers unattended / unoccupied for two (2) nights to conduct off premises personal business. If an emergency arises the manager has the authority to extend the period of absence. Section 5. Termination of Voting Membership in the Club of any member shall terminate when a member: ( a) Transfers his Membership or Undivided Interest. (b) Defaults in the payments provided for in his Membership Contract, if any. (c) Fails to pay his dues or assessments as provided in Section 6 of this Article. (d) Has so violated these By-Laws, the Article of Incorporation or the Restriction, resulting in suspension of his Membership privileges and such Membership has not been reinstated within six months of such suspension. Termination of a voting membership shall constitute a forfeiture, abandonment, surrender, release and relinquishment of all interest of such terminated voting member and the derivative associate and contingent memberships shall thereafter have no rights thereto or therein. Section 6. Dues, Taxes, Fees and Assessments. A. Dues for the year are $300 per membership. The due date for annual dues is June 1 and will become

4 delinquent after June 30. The annual dues of those who become members of the club after the period June 1-30 will be figured on a pro-rata basis for the balance of the year. Dues may be increased by the Board upon six (6) months written notice to members. Under no circumstances shall dues of one member be increased without increasing the dues of all members. Dues may be reduced by the Board if the Club maintenance fund is sufficiently large to justify it. Dues shall be used for the operation, improvement and / or maintenance of the Club property and for no other purpose. The Club shall pay all taxes and assessments, if any, which may be levied by any Government authority upon the Property and any improvements thereon provided; however, in the event there are not sufficient funds in the Club to pay same, it shall immediately upon receipt of the statement for such taxes or assessments, assess each member for his proportionate share of such taxes and assessments it is unable to pay. Such assessment is forwarded to each voting member at his address as it appears in the records of the club. It is generally believed that the yearly dues shall be sufficient to pay all the operating expenses of the Club. B. Delinquency: 1. When a voting member shall fail to pay his / her dues by June 30, he / she will be automatically suspended from membership in the Club. Suspended members shall not be entitled to vote or use Club facilities, participate in Club affairs, or be a member of the Board. The membership of any member who remains suspended for three (3) months shall be automatically terminated in accordance with Article VII of the Restrictions. 2. On August 1 suspended members shall be charged a 10% penalty on their delinquent dues; on September 1 the penalty is reduced to $5 per month and shall continue until the delinquency is cured. 3. Special assessments are due by June 30 and voting members will be automatically suspended for failure to pay his / her assessment. There will not be a penalty on delinquent special assessments but all the provisions of paragraph 6B1 will apply. 4. Upon notification of the manager to the Board that a suspended member has cured his / her delinquency by paying all delinquent dues and assessments, such member shall be automatically reinstated to membership in the Club effective on the date of payment. Upon such reinstatement, the voting member shall be entitled to all rights and privileges of Club membership, except he shall not be entitled to regain his previous membership on the Board, if any, nor any previous office he may have held prior to the suspension unless re-elected in accordance with the applicable provisions of these By-Laws. (C) Guest, rental, storage and pad fees. The Board is authorized to set fees for use of the facilities on the property. These fees shall be reasonably connected to the actual cost of operation and maintenance on an annual basis. 1. Guest fees are payable on the first day of usage of the facilities. 2. Pad fees should be paid upon leaving the park if a member has exceeded his / her 30 days free camping. 3. Storage fees. Trailer storage space is provided for members at their risk. Storage is based on a monthly rate and is not pro-rated. Storage fees can be paid on a monthly, quarterly, semi-annual and annual basis. The pad and storage fees, if not paid, will be billed on a quarterly basis. Pad and storage fees due but not paid by December 31 will be deemed delinquent and members will be suspended until the delinquency is cured. The provisions in paragraph 6B will apply. 4. Rental. Five rental units ( 1 single and 2 duplexes ) are available for use by members or guests of members on a reservation system. A reservation deposit fee is required and a key deposit (refundable) is collected upon arrival. Rental fees are collected upon arrival of the member (guest). ARTICLE VI. Membership Meetings. Section 1. Annual Meeting. The club shall hold its annual meeting on the first Saturday of October each year at 2PM or on such other dates as may be fixed by the board. Such annual meeting shall be for the purpose of electing directors and the transaction of any business within the powers of the Club. Such business shall be designated on the meeting agenda sent with notification of the annual meeting. Any business to be put before the membership must be received by the President, Secretary, or Manager of the Club, thirty (30) days prior to Annual Meeting. Failure to hold an annual meeting shall not invalidate the corporate existence of the Club, nor otherwise affect valid corporate acts. Said meeting shall be held at the Club s location in Barry County, Missouri.

5 Section 2. Special Meetings. Special meetings of the members may be called by the President, majority of the Board, or by the written request of sixty percent (60) of the membership. Section 3. Notice. Notice shall state the time and place of the meeting and in case of a special meeting, the purpose or purposes for which the meeting is called. Section 4. Adjournment. Any meeting of the membership, annual or special may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of such adjourned meeting other than by announcement. Section 5. Quorum. A quorum shall consist of the majority of the membership entitled to vote present at the meeting, with a minimum of 40 Voting Members present in order to transact business. The vote of a majority of the votes entitled to be cast by members present, plus votes cast by mail received prior to the meeting, shall be necessary for the adoption of any matter voted upon by the members. Section 6. Proxy. No voting by proxy is to be permitted at any meeting of the Club members. The Club (PVR) will provide an approved ballot to the Voting Member for the purpose of mailing their vote. The ballot must be signed by the Voting Member and received by the Secretary prior to noon of the meeting of members. Section 7. Waiver of notice. Any notice required by these By-Laws may be waived by the person entitled thereto signing a waiver of notice before or after the time of such meeting and such waiver shall be deemed equivalent to giving of said notice. Attendance of a member at any meeting shall constitute a waiver of notice of such meeting except where a member attends a meeting for the express purpose of objecting to the transaction of any of the business because the meeting is not lawfully called or convened. Section 8. Voting. Each Voting Member of the Club shall be entitled to a vote for each membership owned, except that in all elections for directors, every member entitled to vote shall have a number of votes multiplied by the number of directors to be elected. Section 9. Closing of Membership Books or Fixing of Record Date. The Board shall have the power to close the membership books of the Club for a period not exceeding thirty (30) days preceding the date of any meeting of the membership as a record date for the determination of the Voting Members entitled to notice here of and to vote at any meeting and any adjournment thereof. Voting Members of record on the date of closing of the membership books or on the record date so fixed shall be entitled to notice of and to vote at such meeting, and any adjournment thereof. If the Board shall not have closed the membership books or set a record date for the determination of members of the Club entitled to vote as herein provided, the date on which notice of the meeting is mailed shall be the record date for such determination of members so entitled to vote. Section 10. List of Voters. A complete list of all members entitled to vote at any annual or special meeting shall be compiled at least ten (10) days before such meeting by the officer or agent having charge of the membership books of the Club. Such list shall be compiled in alphabetical order with the address of each member shown thereon. The list shall be kept on file at the office of the Club for a period of at least ten (10) days prior to such meetings, and shall be open for inspection by any member for such period during usual business hours. Such list shall also be present and kept open at the time and place of said meeting and shall be subject to the inspection of any member during the meeting. The original membership, or a duplicate thereof kept in this state, shall be prima facie evidence as to who are members entitled to examine such list or membership book, or to vote at any meeting of the members. Failure to comply with the requirements of this Section shall not affect the validity of any action taken at such meeting. At times other than said inspection periods stated above, the membership list shall not be public property or accessible to anyone other than the Board. Membership Directory the list of names, addresses, and phone numbers of all members of the Club. This is not the list of voters entitled to vote as listed in the above paragraph. This updated directory is made available to all members annually. Section 11. Transferability. Membership in the Club shall be transferred only upon transfer of ownership and the Undivided Interest of a Member in the Property. No endorsement of the membership certificate is required since the seller s membership terminates on such sale and membership is automatic to the purchaser thereof; however, such purchaser shall immediately submit proof of the purchase of such Undivided Interest to the Club upon the closing thereof. Such new member shall pay the Club the sum of $ for making the appropriate entries of change of membership on its records; provided, however, said fees shall not be paid by any new member who obtained his Membership and Undivided Interest directly from the Club.

6 ARTICLE VII. Board of Directors Section 1. Powers. The business and affairs of the Club shall be managed by its Board of Directors. All of whom shall be voting members in good standing of the Club. The Board may exercise all the powers of the Club, (including the establishment of Rules and Regulations for the operation of the Club for the benefit of all members), except such as are by statute, charter or these By-Laws specifically preserved to the voting membership only. Section 2. Number of Directors. The number of Directors of the club shall be not less than five (5) nor more than (7). Provided, however, that the number of directors may be increased or decreased from time to time by amendment to these By-Laws. Upon the reduction of the number of directors, new directors shall be elected by special meeting of the members called for such purpose or at the annual meeting of the members as determined by the existing Board. The existing directors at the time of such reduction shall continue as directors until such election; provided, however, any vacancy occurring between the time of reduction of the number of directors and such election, regardless of the cause of such vacancy, shall not be filled and the number constituting a quorum of the directors shall be reduced accordingly. Section 3. Election of Directors. At each Annual Meeting of members, the Voting Members shall elect directors to hold office for a three (3) year term, or until their successors are elected and qualified at an annual meeting. The person with the highest number of votes shall be deemed elected for that term of office, providing he or she has met the qualifications. The president at least sixty (60) days prior to the annual meeting for the election of directors shall appoint a nominating committee of not less than three (3) members. Nominations other than those recommended by the nominating committee may be made by any member in writing or in person to the Resort Manager at least thirty (30) days prior to the election or the regular annual membership meeting. Members may serve two (2) consecutive terms and must be off the Board one year before election to another term. Rule Making Authority. The Board of Directors specifically shall have the power and authority to promulgate Rules and Regulations to guide the operation of the Club for the benefit of all members, as set out in the Articles, Amended Restrictions, and these Bylaws, unless a particular act or action is specifically reserved to the Members Section 4. Vacancy. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors for any other reason except the reduction of the number of directors shall be determined by a majority vote of the remaining existing directors within ten (10) days after such increase or vacancy occurs. A director so elected shall hold office until the term for which he was elected has expired, or until his successor shall have been elected and qualified. An appointed Board Member is considered to be serving his/her first term and may be elected for a second term. Then he/she must wait one year before being eligible for another term. Section 5. Annual Meeting. Annual Meeting of the Board of Directors shall be held immediately after the annual meeting of the members. Section 6. Meetings. Regular and special meetings of the Board of Directors may be called at any time by the President or by a majority vote of the directors, with or without a meeting, and shall be held on such date and in such place as may be designated by the Board. Meetings may also be held by conference telephone call. The Board shall keep minutes of all meetings. Section 7. Notice. Not less than five (5) days before the date of any regular or special meeting of the Board, the Secretary shall give to each director written notice stating the time and place of the meeting, either personally or by mail. If the notice is mailed, it shall be deemed to be delivered when deposited in the United States Mail addressed to the director at his address as it appears on the records of the Club, with proper postage affixed thereto. Neither the business to be transacted nor the purpose of any regular or special meeting of the Board need be specified in the notice of the meeting. Section 8. Waiver of Notice. Any notice required by these By-Laws may be waived by the director entitled thereto signing a waiver of notice before or after such meeting and such waiver shall be deemed equivalent to the giving of said notice. Attendance at a meeting shall constitute waiver of notice of such meeting except

7 where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Section 9. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which it is by statues, by the Articles of Incorporation or by these By-Laws otherwise provided, the vote of a majority of such quorum at a duly constituted meeting shall be sufficient to elect and pass any measure. In the absence of a quorum, the Secretary shall be directed to send notice as herein provided of another meeting. Section 10. Removal. The entire Board may be removed, with or without cause, by a vote of two-thirds (2/3) majority of votes cast by Voting Members. Section 11. Indemnification. The Board may authorize the Club to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against, a present or former director or officer, or by the Club, or by both; provided the Board determines that the same results from an action brought by a third party against such person (whether or not the Club is joined as a party defendant) to impose a liability or penalty on such person, for an act alleged to have been committed by such person while a director or officer was acting in good faith within what he reasonable believed to be the best interest of the Club and its members. Payments authorized hereunder include amounts paid and expenses incurred in settling any such action threatened or action taken. These provisions shall not apply to any action instituted or maintained in the name of the Club by a member, to any indemnification rights or remedies provided for corporate directors or officers by law. Section 12 Employees of the club shall serve under the direct supervision of the manager of the park. The Board shall be charged with determining compensation, wages, hours and benefits. Section 13. Resort Manager. The Resort Manager shall be an ex-officio, non-voting member of the Board of Directors, and shall be entitled to all notices as set forth in Section 7 of this Article. The Resort Manager shall serve as Assistant Treasurer. ARTICLE VIII. Officers Section 1. Re-Organization of Board, Executive Officers. After the Annual Meeting of the membership (per Article VII) the remaining directors along with the newly elected directors shall meet for the expressed purpose of electing executive officers; President, Vice-President, Secretary, Assistant Secretary, Treasurer, and any other officers as shall be deemed necessary to carry out the affairs and business of the club. Each elected director shall hold such office until the next annual meeting at which time the Board of Directors re-organizes. After the re-organization of the Board of Directors, the meeting will consider any or all business that normally comes before the board at this time. Section 2. Vacancy. Any vacancy in any of the above offices shall be filled for the unexpired term by appointment approved by a majority of the Board, within ten (10) days after such vacancy occurs. For the purpose of this Section, the resignation, death, transfer or removal by suspension or otherwise any person holding office shall be deemed a vacancy. Section 3. President. The President shall preside at all meetings of the members of the Board at which he shall be present. He shall have general charge and supervision of the business of the Club, shall perform duties incident to the office of President of a Corporation, and such other duties, as from time to time may be assigned to him by the Board. He shall be an ex-officio, non-voting member of all committees. Section 4. Vice-President. The Vice-President, at the request of the President, or in his absence, or during his inability to act, shall perform the duties and exercise the function of the President. The Vice-President shall have such other powers and shall perform such other duties as may be assigned to him by the Board or the President. Section 5. Secretary. The Secretary shall keep the minutes of the meetings of the members and the Board, and shall distribute same to the membership as required; shall see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; shall be custodian of the records of the Club and in general shall perform all duties incident to the Office of Secretary of a corporation, and such other duties as, from time to time, may be assigned by the Board or the President. Section 6. Treasurer. The Treasurer shall have charge of and will be responsible for all funds, receipts and disbursements of the Club, and shall deposit in the name of the Club all monies or other valuable effects in such

8 banks or such depositories as shall, from time to time, be selected by the Board; shall render to the President and to the Board of Directors and to the membership whenever requested, an account of the financial condition of the Club and in general, shall perform all duties incident to the office of a Treasurer of a corporation and such other duties as may be assigned by the Board or the President. The Treasurer shall be bonded according to Article XI of these By-Laws. Section 7. Assistant Secretary. The Assistant Secretary, at the request of the Secretary, or in his absence or during his inability to act, shall perform the duties and exercise the function of the Secretary, and shall perform such other duties as may be assigned by the President of the Board. Section 8. Assistant Treasurer. The Assistant Treasurer shall be the Resort Manager, who shall be bonded according to the provisions of Article XI of these By-Laws. The Assistant Treasurer shall have the authority to sign checks on the accounts of the Club, for the payment of all authorized expenditures of said Club. The Assistant Treasurer shall perform all duties assigned by the Treasurer, President or the Board, and shall render an accounting to the said President or the Board when requested. Section 9. Subordinate Officers. The Board may, from time to time, appoint such subordinate officers as it may deem desirable. Each such officer shall hold office for such period and shall perform such duties as the Board or the President may prescribe. The Board may, from time to time, authorize any committee or officer to appoint and remove subordinate officers and prescribe the duties thereof. Section 10. Removal. Any officer elected or appointed may be removed by the Board, with or without cause; provided, however, removal of an officer shall be without prejudice to the contract rights, if any, of the officer removed. ARTICLE IX. Compensation Section 1. Directors, Directors, as such, shall serve the Club without compensation. ARTICLE X. Certificates of Membership Section 1. Certificates of Voting Membership. The Board shall prescribe the form of certificate of Voting Membership of the Club and identification cards for voting and associate members. The certificate shall be signed by the President or Vice-President and by the Secretary or Treasurer, and shall be sealed with the seal of the Club and shall be numbered consecutively. The name of the owner of the membership and the date of issue shall be recorded on the books of the Club. Section 2. Membership Books. Membership Books shall be maintained under the direction of the Secretary, showing ownership and termination of all Members of the Club. ARTICLE XI. Bond. The Board, by resolution, shall require the officers and agents of the Club, or any of them, to give bond to the Club in sufficient amount and with sufficient surety, to secure the faithful performance of their duties, and to comply with such conditions as the Board from time to time may require, provided, however, the cost of any such bond so required shall be paid by the Club. ARTICLE XII. Fiscal Year. The fiscal year of the Club shall be for a period of twelve (12) months, beginning on January 1 and ending on December 31 of each year. ARTICLE XIII. Seal. The seal of the Club shall be in the form of a circle and shall have inscribed thereon the name of the Club, and the words Corporate Seal and Missouri inscribed thereon. The form of the seal of the Club may be changed from time to time by resolution of the Board of Directors.

9 ARTICLE XIV. Contracts, Loans, Checks and Deposits. Section 1. Contracts. The Board may authorize any officer or officers, agent or agents of the Club to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Club, by a majority of said Board, in accordance to the limitation mentioned in the Restrictions. Section 2. Borrowing. The Club shall borrow money or become obligated as a co-maker only upon the approval of the Board. No member, officer or director of the Club, individually or as a group, shall have the authority to cause the Club to borrow any funds or to become a co-maker without said approval. The Club shall not make any loans to any member, officer or director either individually or as a group. Section 3. Deposits, Checks, Drafts, Etc. All funds of the Club, Checks, Cash or otherwise, shall be deposited from time to time to the credit of the Club in such banks, savings and loan associations or other depositors as the Board may select, and no disbursement of said funds shall be made unless the same shall have been approved, authorized and ordered by the Board. All disbursements shall be made by check, and all checks, drafts, and orders for payment of money, notes and other evidences of indebtedness issued in the name of the Club, shall, unless otherwise provided by resolution of the Board, be signed by a designated person who shall be bonded to the extent deemed necessary by the Board. Section 4. Annual Financial Reports. There shall be prepared annually by an independent auditor, a full and correct statement of the financial affairs of the Club, including a balance sheet and a financial statement of operations for the preceding fiscal year, which shall be submitted to the general Voting Membership at the annual meeting of the Club. Section 5. Annual Corporate Reports. The Secretary shall cause to be prepared and filed annually any corporate reports required by the laws of the State of Missouri for not-for-profit corporations. Section 6. Annual Tax Returns. The Treasurer shall cause to be prepared and filed annually any federal, state, or local tax returns required for not-for-profit corporations. Section 7. Committees. The Board shall authorize and define the powers and duties of all committees. All committees so authorized shall be appointed by the President subject to confirmation by the Board. Section 8. Insurance. The Board shall determine, from time to time, the types of coverage necessary for the protection of the Club and all of its property. Section 9. Budget. There shall be prepared annually, with the commencement of each new fiscal year, an annual operational and promotional budget, which shall be presented to the general membership for their approval. Once approved, this budget shall govern the financial affairs of the Club for that fiscal year. Section 10. The Board of Directors shall present to the membership a five (5) year plan of action for promotion, maintenance, and improvements to be done as finances are available, updates to be done on an annual basis. ARTICLE XV. Safety and Security. A. Safety and Security. The Board shall establish Rules and Regulations covering the use of all of the property and facilities under its control or management, not inconsistent with the Restrictions or these By-Laws, and as may be necessary or convenient to the duties and responsibilities imposed upon it. These Rules and Regulations may control any activities which may offend or cause any inconvenience or danger to members, guests, or other persons visiting the property, and provide for the health and safety of members and guests. B. Violations. The Board may establish Rules and Regulations concerning violations of the Rules and Regulations of the Club, Articles of Incorporation, Amended Restrictions, or Bylaws as the Board deems necessary, which may include suspension of all rights in the Club as set out in the Amended Restrictions. C. Emergencies. The Board of Directors, Resort Manager or other employees shall have authority to determine what action is deemed necessary in the event of an emergency, including immediate removal of a Member or Guest from the Club premises with or without refund, contacting any emergency or law enforcement agency for appropriate assistance, and preventing entry of a Member or Guest until appropriate Board action is taken pursuant to established Rules and Regulations. D. Right of Entry. The Club shall have the right of entry to any portion of the property, including trailers on pads, in the event of an emergency. E. Family Oriented Campground. The Club is a family-oriented campground. Any indecent and/or inappropriate

10 behavior, or activities deemed as such by the Resort Manager, employees or the Board of Directors, will not be tolerated. Any illegal behavior shall be reported to the manager and/or security. ARTICLE XVI. Miscellaneous. Section 1. No part of the net earnings of the Club shall inure to the benefit of, or be distributed to its members, officers, or other private persons, except that the Club may be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance and for the purposes set forth in Article II hereof. Notwithstanding any other provisions of these By-Laws, the Club shall not carry on any activity not permitted to be carried on by a corporation exempt from federal income tax under Section 501 (c) (7) of the Internal Revenue Code or the corresponding provision of any future United States Tax Law. ARTICLE XVII. Amendments. The By-Laws of the Club may be amended or repealed and new By-Laws may be adopted by a vote of 2/3 Majority of the votes cast, subject only to the limitations contained herein. ARTICLE XVIII. Declaration of Restrictions. The provisions of the Declaration of Restrictions are hereby incorporated herein by reference. In the event of a conflict between the provisions of Restrictions and these By-Laws, the provisions of Restrictions shall prevail.