LAWRENCE COUNTRY CLUB BYLAWS (Adopted November 9, 2016) ARTICLE I NAME AND PURPOSE 1. NAME. The name of this organization shall be the Lawrence Country Club, incorporated under the laws of the State of Kansas on the 7 th day of October 1914 (the Club ). 2. PRINCIPAL OFFICE. The principal office of the Club is 400 Country Club Terrace, Lawrence, Kansas (the Clubhouse ). 3. PURPOSE. The purpose of this organization is to maintain the Club for social enjoyment, and in connection therewith, promote golf and other athletic sports and entertainment, and social interaction among its members and their families, and to acquire by purchase, lease or otherwise, and to maintain, such real and personal property as may be necessary and suitable to carry out these objectives and purposes. 4. DURATION. The existence of the Club shall be in accordance with the Club s Charter, as may be amended from time to time (referred to as the Articles ). 5. FISCAL YEAR. The Club, by resolution of its Board of Directors (referred to as the Board of Directors or the Board ), shall have the authority to establish and change, from time to time, the fiscal year of such Club for all purposes. Until further notice or resolution of the Board, the fiscal year of the Club shall begin on the first day of January of every year. 6. PROPERTY. The Club s property shall consist of the clubhouse, swimming pool and grounds suitable for playing golf and for participating in other athletic sports, and such other property and facilities as may be necessary for its purposes. The Club will not, under any circumstances, be responsible for the personal property of members, visitors, guests or other persons brought or stored on the premises for any purpose whatsoever. Property of the Club shall not be loaned or removed from the premises, or be put to other use than that for which it was intended. Members must pay for all breakage or damage to Club property caused by them or their guests. No member or any other person shall have or acquire any rights in the property of the Club, except as provided in the Articles or these Bylaws.
ARTICLE II CAPITAL STOCK 1. CAPITAL STOCK. The capital stock of the Club shall be limited to Four Hundred Fifty (450) shares of a par value of $100 each. Fractional shares shall not be issued. If there is unsold stock in the Treasury of the Club, the Board of Directors may sell this stock to persons elected to membership in the Club. The stock may be sold by said Club to any applicant elected to membership at a sum to be set by the Board of Directors. 2. DEFINITION OF MEMBER. The term member as used herein, means the individual to whom the membership is issued, or, in the case of a firm, the individual or individuals who have been approved for membership in addition to a spouse, plus their unmarried children living at home, age 25 or under. The term stockholder member as used herein, means a member to whom a share of the capital stock of the Club is issued. The term Golf Membership as used herein, means the total of all golfing memberships, including both stockholder members and non-stockholder members. An unmarried member, who is not a member solely by reason of being a child of a member, may designate an individual who is not part of his or her family to be recognized by the Club as a significant other, who will have the same privileges and responsibilities as a normal spouse, except that they may not hold office, cast a vote, or hold membership in joint tenancy. A significant other must be registered with the General Manager and may not be changed for a period of one year following such registration. The member will assume full responsibility for all expenses incurred by the designated significant other. 3. POWER TO VOTE. No person shall have the power to vote except a fully paid, nondelinquent member. Each share of stock, whether held individually, by a business, or in joint tenancy, shall entitle the holder(s) thereof to one (1) vote, to be exercised by the stockholder member(s) registered as owner(s) thereof. A business entity granted stockholder membership shall designate in its application for membership which person in the firm has the authority to vote the share of stock issued to the business entity. With respect to any share of stock held in joint tenancy, the joint tenants shall have the following voting rights: A. If only one joint tenant votes the stock, such joint tenant s act binds the other joint tenant; B. If both joint tenants desire to vote their share, but their vote is split on any particular matter, each joint tenant shall be entitled to one-half vote on such particular matter. 4. LIEN. Membership dues and other charges of the Club shall be a lien on the capital stock owned by a stockholder member(s). If payment of such indebtedness is not made within thirty (30) days from the end of the month in which the charges were incurred, interest of one and a half percent (1.5%) per month of the amount of such indebtedness shall be added. In the event said indebtedness (including all accrued interest) is not fully paid within ninety (90) days from end of the month in which charges were incurred, such debtor s stock may be forfeited to the Club and cancelled on the books of the Club, and may thereafter be sold, all at the discretion of the Board of Directors. 5. LIMITATIONS. Each certificate of Club stock shall have printed thereon the following: No transfer of this stock can be made except in accordance with the Bylaws of the Club. 6. SALE AND TRANSFER OF STOCK. No sale, pledge, assignment or transfer of Club stock shall be binding and recognized until approved by the Board of Directors in accordance with the transfer procedure, as follows: A. Any stockholder member desiring to transfer his, her or its Club stock shall notify the Board of Directors, in writing, of said stockholder member's intent. B. The Board of Directors shall then accept the transferring stockholder member's stock, which shall be held in the Club Treasury. The rights and obligations afforded the transferring stockholder member as a Club member shall cease as of the date of receipt by the Board of Directors of the
transferring stockholder member's stock. If the Golf Membership is at 450 and the next applicant in line for membership is for a stockholder then the Board of Directors shall promptly notify that person or entity of the available stock for transfer, who shall then pay to the Club for one share of stock, an amount equal to the current stockholder member s initiation fee, together with taxes and transfer fee; provided, however, that the person or entity desiring to purchase Club stock has applied and been approved for membership in the Club. C. In the event there is a waiting list for the purchase of Club stock and membership, the Club shall accept all monies from the applicant and, within ten (10) days of receipt, cause to be paid to the transferring stockholder an amount equal to fifty percent (50%) of the current initiation fee received by the Club for purchase of the transferring stockholder member's stock but not to exceed the transferring stockholders original initiation fee minus a transfer fee. Also, a payment for their stock may be returned. In the event there is no waiting list for the purchase of Club stock and membership, the transferring Stockholder member's stock shall remain in the Club Treasury until such time that a new member desires to purchase Club stock, or the transferring stockholder can elect to surrender their stock and only receive a fixed stock payment, less a transfer fee. The amount of all such stock payments and transfer fees shall be established from time to time by the Board. No monetary transfer from the Club Treasury can be made for the above transaction until the Golf Membership of Lawrence Country Club is 450, unless the transferring stockholder has elected to surrender his or her stock only for a fixed payment, as established by the Board. 7. SUSPENDED MEMBERSHIP. If a member requests a suspended membership, they will need to relinquish their membership for 12 months. No monthly dues or food minimums will be required during this time. After 12 months, the member may return and begin paying monthly dues and food minimums, as applicable. A member may not return prior to the 12-month suspension period with two exceptions: at the Board s discretion, a suspended member may return in less than 12 months due to (i) work relocation, or (ii) illness-related circumstances. A member must return after 12 months. If a member does not return after 12 months, they may return at a later date as a new member, paying the applicable initiation fees. The Board will approve all suspended memberships. ARTICLE III OFFICERS AND DIRECTORS 1. BOARD OF DIRECTORS. The corporate powers of the Club shall be vested in a Board of Directors, who shall be stockholders (or the spouse of a stockholder) of the Club, and may include one Non-Stockholder Golf Member or one Social Member. The Board of Directors shall consist of nine members, three of whom shall be elected for a term of three years at each Annual Meeting of the stockholders. Vacancies in the Board of Directors will be filled by the appointment of a successor by a majority of the remaining Directors, and each successor Director so appointed shall hold office for the remaining term of the former Director whose vacancy he or she is filling. 2. MEETINGS. Regular meetings of the Board of Directors shall be held monthly at such time and place as the President shall determine. Special meetings of the Board may be called at any time by the President or upon the request of any four (4) Directors, on not less than three (3) days prior notice. 3. QUORUM. A quorum for any meeting of the Board shall be six (6) or more Directors. 4. PROXY. Voting at any meeting of the Board by proxy is prohibited. 5. MANAGEMENT AND CONTROL. The management and control of the business and affairs and of all property of the Club shall be vested in the Board of Directors. By affirmative vote of a majority of the members of the Board of Directors in attendance at any regular or special meeting, the Board shall have the power:
A. To exercise general supervision over all employees, committees, subcommittees, and officers of the Club. B. To create such committees and officials as they deem advisable and to prescribe the duties thereof. C. To make and amend rules for the guidance and government of all committees. D. To prescribe and enforce rules for the governance, operation and regulation of the Board of Directors, committees and members, and for use of the Club s property. E. To assess dues, assessments and penalties, and collect it from all members except as otherwise designated in membership classifications. F. To make provision for supplies and materials and to contract for whatever may be required for the maintenance and operation of the Club; and to make such alterations and improvements to the property of the Club as in their discretion may be necessary or expedient. G. To approve, amend or change the budget to be submitted annually by the Financial Committee, and to generally supervise the expenditure thereof. H. To rent or lease the dining or meeting room facilities, or any part thereof, in order to provide adequate catering service for the members and patrons of the dining facilities. They shall have the power to enter into an agreement which will serve the best interests of the Club. Rental for such lease and other terms shall be set by agreement of the Board of Directors and the lessee when such agreement if made. I. To designate depositories for Club funds. J. To annually elect at the first official meeting of the Board following the annual stockholder s meeting, officers of the Club who shall assume the duties for the year commencing immediately after the election. K. To generally do all things deemed to be for the good of the Club and for the promotion of the purposes thereof. L. To fix and enforce penalties for the violation of rules and Bylaws of the Club. 6. CONFLICT OF INTEREST. No Board member may vote upon a matter coming before that body in which he or she has a direct financial interest. Immediately upon becoming aware that such a conflict may exist, a Board member must disclose the existence of the potential conflict to the remaining Board members, withdraw from further deliberation on the issue, and refrain from voting on the matter. Any such disclosures and withdrawal shall be fully documented in the organization minutes. 7. OFFICERS. The Board of Directors shall elect the following officers who shall serve for a period of one year or until their successor has been elected and qualified and who shall perform the duties and functions as hereinafter provided and such other duties and functions as authorized by law, the Bylaws and/or as directed by the Board. The Board shall consist of stockholder members as officers, and may include one Non-Stockholder Golf Member or one Social Member as officers. A. PRESIDENT. The President shall be the Chief Executive Officer of the Club and shall preside at all meetings of the stockholders and the Board of Directors, appoint the standing committees, and such other committees, sign the written contracts, deeds and other papers on behalf of the Club, as may be authorized by the Board of Directors, and perform such other duties as are usual to the office.
B. VICE PRESIDENT. In the absence of the President, the Vice-President shall perform the duties of the President. In the absences of both the President and Vice-President, a temporary chairman shall be elected by the Board of Directors, with all the powers and duties of the President. C. TREASURER. The Treasurer shall be custodian of all invested funds and shall be concerned with the financial affairs of the Club. The Treasurer or his or her designates shall make a report of the condition of the Club s financial status at the annual meeting of the stockholders. D. SECRETARY. The Secretary shall take and preserve minutes of all official meetings of the Board of Directors, the annual meeting of the stockholders, and any special meetings that may be called. All members of the Board of Directors, including the President, shall have the right to participate in the discussion and voting on any matter before the Board of Directors. 8. GENERAL MANAGER. The General Manager shall be employed upon such terms and conditions as may be determined by the Board, and shall manage the affairs, direct the work of the Club, and hire, supervise, evaluate and discharge all other Club employees, subject to and in accordance with the direction of the Board. The General Manager shall (i) have custody of all books and records of the Club, (ii) issue written notices of all regular and special meetings of the stockholders and of the Board of Directors, (iii) handle the correspondence of the Club, (iv) be responsible to collect all dues, assessments, and penalties and other amounts due the Club and shall immediately deposit same in a bank located in Lawrence, Kansas, selected by the Board of Directors as a depository for the Club s funds, and (v) assist with preparing the Club s budgets of expenses for approval, keep accounts of all money received and expended in accordance with approved budgets, and shall make a full and itemized report of all receipts and expenditures when called for by the Board of Directors. The General Manager shall pay out no money except ordinary operating expenses except as authorized by the Board. The books of the Club shall at all times be open for inspection by the Board of Directors or by any stockholder. The Board may require the General Manager to give a surety bond, in such amount as the Board of Directors shall designate, and the cost of said surety bond shall be paid by the Club. 9. COMMITTEES. The President shall appoint with the approval of the Board of Directors, subject to all the provisions of this Section, the committees with the several duties as hereinafter provided. The Chairperson of each committee shall be a Member of the Board and the President shall be an ex-officio member of all committees. Committee members, other than the chairperson, need not be members of the Board of Directors. A. FINANCIAL COMMITTEE. The Financial Committee shall prepare a proposed budget and a general statement of the fiscal policies of the Club for the ensuing year and submit same to the Board. The proposed budget may be changed by and shall be approved by the Board as submitted or changed. Expenditures during the fiscal year under each general category of expenses shall not exceed the amount budgeted for that general category of expenses, without the prior approval of the Board of Directors. The Financial Committee shall cause the books of the Club to be audited from time to time, but not less than once every three (3) years, and a complete report thereof shall be made to the Board and to the stockholders at the annual meeting of the Club. The Treasurer shall be the Chairperson of the Financial Committee. B. SOCIAL, POOL AND TENNIS COMMITTEE. The Social, Pool and Tennis Committee shall plan, organize and supervise the social activities of the Club, supervise the swimming pool, tennis court facilities and snack bar, and make rules for the conduct of such facilities as it deems necessary. The Social, Pool and Tennis Committee shall supervise and oversee the maintenance of the physical condition of the pool and tennis facilities. C. GOLF AND HANDICAP COMMITTEE. The Golf Committee shall coordinate golf activities of the Club with the Golf Professional, and shall provide for, supervise, and direct all golf tournaments or
other contests held on the grounds. The Golf Committee shall screen all tournament requests made to the Club and shall recommend approval or disapproval by the Board of Directors. The Golf Committee shall also initiate and review the golf policies for members and their guests, the programming of golfing events for members and their guests and the maintenance of members' handicaps. United States Golf Association rules and regulations shall govern all golf play, except where superseded by local rules. D. GREENS COMMITTEE. The Greens Committee shall generally supervise the maintenance and control of the Club golf course, parking lot and grounds. The Greens Committee shall assist, support and coordinate its activities with the Club Golf Superintendent. E. MEMBERSHIP COMMITTEE. The Membership Committee shall supervise the various categories of the membership of the Club and pursue new members for the Club through personal contact or distribution of Club materials. F. HOUSE COMMITTEE. The House Committee shall generally supervise the Clubhouse and shall supervise alterations and repairs and control acquisition of all materials and supplies. G. STRATEGIC PLANNING COMMITTEE. The Strategic Planning Committee shall study and recommend to the Board of Directors on all suggested major changes or improvements of grounds, properties, or building of the Club. H. ADDITIONAL COMMITTEES, SUBCOMMITTEES. Subject to the approval of the Board of Directors, such additional committees may be created as effective administration may require. Subject to like approval, existing committees may provide for such subcommittees as effective administration may require. In case of a disagreement as to which of the committees shall assume jurisdiction of a particular matter, the President shall decide, which decision shall be final. All committees shall make reports of their activities to the Board of Directors as directed by the President. 10. MEETINGS BY TELECOMMUNICATION. Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board or a meeting of such committee via conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear one another, and such participation in a meeting shall constitute presence in person at the meeting. 11. RESIGNATION. Any officer or member of the Board may resign by mailing or delivering written notice of resignation to the Secretary. Such resignation shall be in writing and shall be effective immediately or upon its acceptance by the Board as such resignation may provide. 12. UNEXCUSED ABSENCE; REMOVAL. If any member of the Board is absent from three (3) consecutive regular meetings of the Board, without prior consent and/or permission given for good cause from the President of the Board, this shall be grounds for removal from the Board, with or without further cause, by the affirmative vote of a majority of the Board of Directors. 13. COMPENSATION. No member of the Board shall receive any salary or other compensation for serving as a member of the Board. However, by resolution of the Board, a member of the Board may be reimbursed for actual expenses reasonably incurred rendering service to the Club in the administration of its affairs. 14. MAJORITY OF THE BOARD. The term Board, as used in these Bylaws, shall mean the actual elected and/or appointed members serving on the Board, and shall exclude Board vacancies. Any reference in these Bylaws to a quorum of the Board, or voting by a majority of the entire Board or to some other percentage of the entire Board, shall be determined based upon the number of actual appointed members serving on the Board at such time, and shall exclude Board vacancies.
ARTICLE IV MEMBERSHIPS, FEES AND DUES 1. APPLICATION FOR MEMBERSHIP. Any person, regardless of race, religion, color, gender, sexual orientation, disability, national origin or ancestry, may make application for membership in the Club. Members shall be at least twenty-one (21) years of age. Applications for membership shall be made in writing on a form approved by the Board of Directors. No application will be accepted from any person who has resigned his membership from the Club until one year shall have elapsed from date of resignation; except, those members who have resigned their membership by reason of removing their residence outside the resident membership area. A. Each applicant shall be required to pay an appropriate application fee, initiation fee and/or transfer fee (if required), as established from time to time by the Board. The application fee, without interest, shall be credited to the initiation fee at the time the applicant is accepted for membership. The application fee, without interest, shall be refunded to the applicant, if the applicant is not accepted for membership or the applicant withdraws his application for membership. B. For the purpose of the sale and transfer of stock a stockholder applicant upon making application and paying the application fee shall be given preference on any waiting list ahead of all other applicants. C. A former stockholder member who has resigned and surrendered his/her stock because of a change in his/her permanent residence outside the resident membership area may subsequently apply for membership if he/she has returned to a permanent residence within the area. Such applicants must comply with all requisites and be accepted into membership in the same manner as other applicants for membership. 2. ACCEPTANCE TO MEMBERSHIP. Three (3) stockholder members of the Club must recommend each applicant for membership in the Club. No applicant shall become a member unless and until the Board of Directors has by an affirmative vote of two-thirds (2/3) or more of its members accepted said applicant into membership. 3. MEMBERSHIP. The Board of Directors at its discretion and by appropriate resolution shall determine the classes of membership of the Club, and shall define the privileges and restrictions which will apply to each class of membership. Persons in good standing with the Club shall be known as members. Memberships and privileges in the Club shall consist of the following: A. STOCKHOLDER GOLF MEMBERS B. NON-STOCKHOLDER GOLF MEMBERS C. SOCIAL MEMBERS 4. DUES. The Board of Directors shall set dues for members of the Club, except as hereinafter provided, plus any and all state and federal taxes. All membership dues and assessments and other charges shall be paid in advance monthly. 5. NONPAYMENT. Members delinquent in the payment of dues, assessments or other charges: A. For more than thirty (30) days from the end of the month in which the charges were incurred may be suspended by the Board. B. For more than ninety (90) days from the end of the month in which the charges were incurred shall be suspended by the Board and a written notice of suspension shall be mailed to the suspended member. If the suspended member has not arranged for reinstatement five (5) days
after the mailing of the notice, the right of the suspended member to use and enjoy the facilities of the Club shall wholly cease, but may be reinstated by making full payment of all dues, assessments, and other charges not paid prior to and during the suspension and with the approval of the Board of Directors. 6. DISCONTINUED MEMBERSHIP CATEGORIES. Memberships offered at an earlier time but which are no longer valid membership classifications in the Club will remain in effect until such time the last remaining member under that classification has ceased to be a member of the Club. No new member shall be accepted under such discontinued classifications. Nothing herein shall change the obligations of the members in these membership categories to the Club or that the Club is obligated to provide other privileges as may be afforded other membership classifications, whether similar or not. ARTICLE V MEETINGS 1. ANNUAL STOCKHOLDERS MEETING. An annual meeting of the stockholders of this Club for the election of Directors and such other business as may lawfully come before the meeting shall be held in November each year at the Clubhouse at such time as may be designated from year to year by the Board of Directors. At least ten (10) days notice shall be given each stockholder by the Secretary through the United States mail, at the last known address shown by the Club records, stating the time and place of such meeting. Any and all business pertaining to the conduct of the Club may be taken up and passed upon. Copies of the financial statement, the minutes of the prior annual meeting, and the proposed budget will be made available at the Club office seven (7) days prior to the annual meeting so that members will have the opportunity for review prior to the meeting. 2. ORDER OF BUSINESS. The order of business for the annual meeting of the stockholders of this Club shall be: A. Call to order B. Minutes of previous meeting C. Election of Directors for ensuing year D. Reports of the Board of Directors, President, Treasurer and the various committees E. Approval of annual budget F. Unfinished business G. New business H. Ratification of acts of officers and Directors since date of last annual meeting I. Adjournment 3. CHANGE IN THE ORDER OF BUSINESS. The order of business may be changed by the presiding officer with the approval and consent of the meeting. 4. ELECTION. It shall be the duty of the stockholders at the annual meeting to elect Directors as herein provided. 5. SPECIAL MEETINGS. Special meetings of the stockholders may be called at any time by the Board of Directors or twenty-five (25) percent of the stockholder members petitioning the President for such meetings, and shall include a statement of the purposes for which such meeting is called and at least ten (10) days notice shall be given by the Secretary in writing to each stockholder member, by United States mail or via electronic mail, at the last known address shown by the Club records. No business except that designated in such notice shall be transacted at such meeting. 6. STANDING. Only stockholder members who are in good standing shall participate in the business meetings of the Club.
7. QUORUM. A quorum for any such meeting shall be fifty (50) stockholder members. A majority vote of stockholder members present shall decide all questions at such meetings, unless otherwise herein provided. 8. PROXY. At every meeting of the Club members, any Club member having the right to vote shall be entitled to vote in person or by proxy; provided, however, that the proxy must be given to another current Club member who shall be a voting member. 9, RULES OF ORDER. The parliamentary procedures set forth in the latest edition of Robert s Rules of Order, as amended from time to time, shall govern the conduct and proceedings at all meetings of the Club and the Board of Directors, except as otherwise provided in these Bylaws. The rules of the Board may be revised, altered, modified, amended or supplemented, from time to time, by resolution of the Board. 10. WAIVER OF NOTICE. Whenever notice is required to be given under any provision of these Bylaws, a written waiver signed by the person entitled to notice, or a waiver by electronic transmission from the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. ARTICLE VI DISCIPLINE 1. GROUNDS FOR DISCIPLINE. Any Club member or any family member or guest of such Club member whose conduct shall be deemed by the Board to be improper or likely to endanger the welfare, safety, harmony or good reputation of the Club or its members, may be reprimanded, fined, suspended or expelled from the Club by action of the Board. The Board shall determine what constitutes improper conduct. Reasons for expulsion or suspension may include, but not be limited to: (i) submission of false information on the application for membership; (ii) submission of false information regarding the use privileges for a guest of the member; (iii) unsatisfactory behavior, conduct or appearance at the Club including, without limitation, disorderly conduct, intoxication or other conduct inconsistent with the welfare, character or peaceful enjoyment of the Club; (iv) failure to accompany a guest when required in using facilities of the Club; (v) failure to pay dues, fees, charges or Club accounts in a proper and timely manner; (vi) failure to abide by the rules and regulations as set forth for use of the facilities of the Club; (vii) conviction of a felony; or (viii) verbal abuse, harassment or other unacceptable treatment of the personnel, employees, members, guests, officers or Directors of the Club. 2. BOARD ACTION. A member shall be notified of any proposed disciplinary action and shall be given an opportunity to be heard by the Board to show cause why such member should not be disciplined in accordance with the provisions stated. If the member desires to be heard, the member must provide a written request for a hearing to the Board within thirty (30) days of the date of the Club's notice to the member of the proposed action. Upon the Board's receipt of the written request for a hearing, the Board shall set a time and date not less than thirty (30) days thereafter for such hearing. While the Board is considering such complaint, the member shall enjoy all privileges of the Club to which the member was entitled prior to such complaint. 3. SUSPENSION. The Board may, by a two-thirds (2/3) vote of the Directors, for cause deemed sufficient by the Board, suspend a member, or any family member or guest of such member, from some or all of the privileges of the Club for a period of up to one (1) year. Dues and other obligations shall accrue during such suspension and must be paid in full when due. 4. RESIGNATION. The Board may, by a two-thirds (2/3) vote of the Directors, for cause deemed sufficient by the Board, request the resignation of any member of the Club. 5. EXPULSION. The Board may, by a two-thirds (2/3) vote of the Directors, expel a member from the Club if the Board determines that the member's conduct was improper or likely to endanger the welfare, safety, harmony or good reputation of the Club or its members. Any member of the
Club who has been expelled shall not again be eligible for membership, nor admitted to the Club's property under any circumstances, for a minimum period of one (1) year. If a member is expelled from the Club, the member shall be deemed to have resigned his or her membership (and to have given notice of such resignation to the Board of Directors on the date of expulsion) and all provisions of the Club shall thereafter apply to the member as if he or she had voluntarily resigned from the Club, except that the member's right to use the Club's facilities shall terminate effective upon such expulsion. ARTICLE VII INDEMNIFICATION 1. STATUTORY PROVISIONS. The Club shall hold harmless and indemnify each Director and officer to the fullest extent authorized or permitted by the provisions of K.S.A. 17-6305, as amended (which statutory provision, in its entirety, is hereinafter referred to as the State Statute ) or any other or additional statutory provisions which are hereafter adopted authorizing or permitting such indemnification. 2. INSURANCE. The Club may purchase and maintain for the benefit of each Director or officer, as named insured or additional insured, a policy or policies of general comprehensive liability insurance (covering claims arising out of death, illness or injury or arising out of property loss or damage) and Directors and officers liability insurance (covering claims arising out of wrongful acts or omissions) in respect of liabilities asserted against and/or incurred by its Directors and officers in either such capacity or otherwise in the performance of their services for the Club. 3. INDEMNIFICATION. In addition to the foregoing, and subject only to the limitations and exclusions set forth in these Bylaws, the Club shall, to the fullest extent authorized or permitted by the provisions of the State Statute, hold harmless and indemnify each Director and officer: (i) against any and all expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Director or officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Club) to which such Director or officer is, was or at any time became a party, or is threatened to be made a party, by reason of the fact that such Director or officer is, was or at any time becomes a Director or officer of the Club; and (ii) otherwise to the fullest extent as may be provided to such Director or officer by the Club under the non-exclusivity provisions of the State Statute. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which those seeking indemnification may otherwise be entitled, shall continue as to a person who has ceased to be a Director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. 4. LIMITATIONS. Notwithstanding anything in these Bylaws to the contrary, no indemnity shall be paid by the Club: (i) except to the extent the aggregate of losses to be indemnified thereunder exceeds the amount of such losses for which the Director or officer is indemnified pursuant to any insurance of the type referred to in these Bylaws, purchased and maintained by the Club; (ii) in respect of remuneration paid to such Director or officer if it shall be determined by a final decision of a court having jurisdiction in the matter that such remuneration was in violation of law; (iii) on account of such Director s or officer s conduct which is finally adjudged by a court having jurisdiction in the matter to have been knowingly fraudulent, deliberately dishonest or willfully improper conduct; or (iv) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful. ARTICLE VIII MISCELLANEOUS 1 GENDER AND NUMBER. All pronouns in these Bylaws shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the persons referred to may require. 2. SEVERABILITY. If, for any reason, any provision of these Bylaws shall be held or determined to be invalid, such invalidity shall not affect any other provision of these Bylaws not held so invalid, and each such other provision shall to the full extent consistent with law continue in full force and
effect. If any provision of these Bylaws shall be held or determined to be invalid in part, such invalidity shall in no way effect the rest of such provision not held so invalid, and the rest of such provision, together with all of the other provisions of these Bylaws, shall to the full extent consistent with law continue in full force and effect. 3. NONDISCRIMINATION. It is the policy of the Club to not discriminate against candidates for membership in the Club or members, guests or employees of the Club on the basis of race, religion, color, gender, sexual orientation, disability, national origin or ancestry. 4. EFFECTIVE DATE. These Bylaws shall be effective from and after approval by the affirmative vote by a majority of a quorum present and voting at any annual meeting, or any special meeting of the Club s stockholders called for that purpose, and all prior Bylaws of the Club being hereby repealed. ARTICLE IX AMENDMENT OF BYLAWS 1. AMENDMENTS. These Bylaws may be amended by a majority vote of a quorum present and voting at any annual meeting, or any special meeting of the stockholders called for that purpose, provided that written or electronic notice of such proposed amendment shall be given by the Secretary to each stockholder at least ten (10) days prior to such meeting, but such proposed amendment may be amended by a majority vote of the stockholders at such meeting. ******************* CERTIFICATE The undersigned, being the duly elected and acting Secretary of the Club, does hereby certify that the above and foregoing Bylaws were duly adopted by the stockholder members of the Club, on November 9, 2016. Signed: Secretary