Mahopac Golf Club. Constitution. Organized July 29th, 1898 Incorporated February 2nd, 1899 (Revisions included through March 18, 2013)

Mahopac Golf Club Constitution Organized July 29th, 1898 Incorporated February 2nd, 1899 (Revisions included through March 18, 2013)

CONSTITUTION ARTICLE I NAME The name of this club shall be MAHOPAC GOLF CLUB (DBA: Mahopac Golf and Beach Club) ARTICLE II The primary object of this club shall be the playing, advancement and Cultivation of the ancient and royal game of golf. ARTICLE III SECTION 1. Classes of Membership. There shall be the following classes of membership: Honorary, Proprietary, Associate, House, Junior, Weekday, Corporate and Absentee. SECTION 2. Nominations for Membership. All nominations for membership must be filed on forms approved by the Board of Directors (the Board) with the Secretary or Club Manager and be supported with the signature of two Proprietary or Associate members in good standing. Such applications will be forwarded to the Membership Committee, which Committee shall review same and conduct an interview with the applicant, following which it shall make its recommendation for approval or denial to the Board which will decide approval or denial. Such decision shall be without regard to the race, color, national origin, sex, religious preference, creed, sexual orientation or any disabilities of such applicant or members of his or her family. SECTION 3. Limits of Membership. The total number of Proprietary and Associate members shall not exceed 230. An absentee member may at any time qualify as an associate member and a junior member shall at any time qualify as an associate member upon reaching the age of 28 years and paying the required dues. SECTION 4. Use of Course by Non-Members. In addition to persons entitled to use the course and grounds under Article IV, the Board of Directors may at its discretion permit other persons to use the course and grounds upon such conditions as it may prescribe. 2

ARTICLE IV MEMBERSHIP, DUES AND FEES SECTION 1. Honorary Membership. An individual may be so designated by unanimous vote of the Board of Directors. SECTION 2. Proprietary Membership. a) There shall be a Proprietary Membership evidenced by a Certificate issued by the Club in a form or manner to be determined by the Board of Directors. An official list of the Proprietary Member Certificate owners will be maintained by the Club Secretary, or their designee. The Club Secretary, or their designee, shall at a minimum publish and maintain an up-to-date list of the Proprietary Member Certificate holders in the Members Section of the Club website as well as in the Club administrative office. The Club Secretary, or their designee, will immediately forward a copy of the list of Proprietary Certificate Holders to the President, Vice- President, Club Treasurer and the Chairperson of the Membership Committee each time that said list is revised noting the date of the most current revision. The Board of Directors shall approve procedures to insure that the list of Proprietary Member Certificate owners is maintained accurately. b) No person shall own more than one such Certificate. The total number of such Certificates outstanding at any one time shall be limited to one hundred and fifty-eight (158). There shall be no increase in the number of Proprietary members except by a two-thirds vote of those present at a general meeting of the members of the Club who are entitled to vote, in the call for which meeting, notice has been given that the question of increasing the number of Proprietary Memberships will be voted upon. The Board of Directors is empowered to set the price of any unissued Proprietary Member Certificates. A member approved by the Board for a Proprietary Membership Certificate shall not be entitled to the ownership or delivery (if applicable) thereof until it has been fully paid for. 3

c) The Club Board of Directors shall have the same right to change the amount of the dues chargeable to Proprietary members or to levy assessments against such members as it has in the case of other members. At their discretion, the Board may from time to time create different dues levels of Proprietary Membership as defined in Section 8 of this Article. d) The owner of a Proprietary Certificate who is not indebted to the Club may transfer the same to the Club for the same price that said member paid for his or her Certificate. The Board will make such payment within a reasonable time frame. e) The Board of Directors, on behalf of the Club, may purchase or otherwise acquire all outstanding Proprietary Membership Certificates for resale and re-issue at a price different from the price set prior to such purchase or acquisition, or it may purchase or otherwise acquire such certificates and cancel the membership represented thereby only if so authorized by a two-thirds vote at a general meeting of the members of the Club entitled to vote, in the call for which meeting notice has been given that the question of purchasing or otherwise acquiring all outstanding Proprietary Membership Certificates for resale and re-issue, or the issue of canceling one or more proprietary membership certificates will be voted upon. No certificate shall be re-issued for a membership thus canceled. f) In case a Proprietary member shall die, his or her Proprietary Membership Certificate shall not be charged with dues from the point in time when the Club Secretary receives notice of such an occurrence. g) The Club shall at all times have a lien upon the Certificate of a Proprietary member to the extent of his or her indebtedness to the Club and the Certificate shall be subject to forfeiture for non-payment of such indebtedness. If a Proprietary member is dropped or expelled from membership for non-payment of their indebtedness to the Club and a hard copy Certificate is the approved form that identifies Proprietary members, his or her Certificate shall be ipso facto forfeited to the Club. h) If the approved form to identify Proprietary members is a hard copy Certificate, and a Proprietary Membership Certificate shall be lost or shall be forfeited for any cause, or in case for any reason it shall become necessary or desirable to transfer a Proprietary Membership Certificate of which the Treasurer cannot secure possession, such Certificate may be canceled on the books of the Club and a new Certificate may be issued in 4

place thereof upon the furnishing of such indemnity, if required, as shall be satisfactory to the Board of Directors. Under such circumstances, neither the signature of the owner nor the delivery of the Certificate to be transferred shall be required to perfect the transfer or to legalize the issue of a new Certificate. By the acceptance of a hard copy Proprietary Membership Certificate the owner thereof shall be deemed to have specifically agreed to this provision and to have constituted and appointed the Treasurer of the Club, for the time being, as his attorney in fact to issue a new Certificate and to make any and every transfer authorized by the Constitution in effect at the date of its issuance and to forfeiture in case of non-payment of any Club indebtedness on the part of the owner thereof. I) In case a Proprietary Member Certificate shall be transferred or forfeited to the Club, such as in the case of death, resignation, non-payment of indebtedness, etc., it shall be sold for such Member s account for the current price fixed by the Board for the sale of any Proprietary Certificates, to a member approved by the Board, provided that there are then no Proprietary Certificates held by the Club. The proceeds of such sale, less any indebtedness to the Club by the Member, shall be paid to such member or their estate, as the case may be. As an alternative, members may request return of his or her purchase price to be paid within a reasonable time by the Club. SECTION 3. Associate Membership. Associate members are persons entitled to the full use of the Clubhouse and grounds who do not possess a Certificate. At their discretion, the Board may from time to time create different dues levels of Associate Membership as approved in Section 8 of this Article. SECTION 4. House Membership. Persons eligible to membership may be elected House members of the Club. House members shall be entitled to all the privileges of the Clubhouse and other Club facilities, but shall use the golf course as prescribed by the Board and only upon payment of the usual daily charge thereof. SECTION 5. Junior Membership. A person between the ages of 28 and 31 whose family are Proprietary or Associate members may be elected to Junior Membership and thereupon become entitled to the full use of the clubhouse and grounds. 5

SECTION 6. Weekday Membership. Weekday members are entitled to use all facilities of the Club at all times except the golf course. Weekday members may generally use the golf course on weekdays and on selected weekends, holidays and other such days during a golf season as determined by the Board. SECTION 7. Absentee Membership. A member expecting to be absent from the vicinity of Mahopac Golf Club during the playing season of any year may retain his or her membership and their place on the Club roll by notifying the Treasurer before May 1, and at the same time paying the dues provided for in Section 9 of this article. Such member, coming to the area during the year shall be entitled to make use of the privileges of the club house and grounds for one single period of not more than one week, provided that an Absentee member using the golf course or other Club facilities, shall pay the fixed charge therefore. SECTION 8. Corporate Membership. The Board of Directors may offer Corporate memberships to corporations that have been in continuous business for not less than three (3) years. Qualifying Corporations must have no less than 20 full time employees. Corporate memberships may not own a Proprietary Certificate. Up to four (4) individuals who work directly for the corporation that holds the Corporate Membership may be designated as the playing members and will have rights and privileges as determined by the Board. Designated playing members must individually be pre-approved by the Membership Committee and Board and may not be substituted during the published playing season of the Club unless said playing member is no longer in the employ of the Corporate member. In such a case, the Membership Committee and Board must pre-approve any employee proposed as a substituting playing member. The maximum number of corporate memberships allowed shall be eight (8). SECTION 9. Dues Levels & Amount of Dues. The scale (levels) of dues for all classes of membership shall be fixed, as the Board of Directors shall from time to time determine. At their sole discretion, the Board of Directors may from time to time create certain dues levels based on the age of the individual member. In addition, the Board of Directors may also create certain dues levels for Proprietary and /or Associate members who wish to have members of their immediate family under the age of 28 be entitled to 6

membership privileges at the Club. For this purpose, the definition of a family shall be two persons who are deemed to be legally married in the State of New York and their unmarried children under the age of twentyeight (28). All such persons of a family holding under the age of 28 shall be entitled to the same privileges defined by its class of membership. At its sole discretion, the Board may also set certain dues levels for members who are part of a domestic partnership. The definition of a domestic partnership shall be any two persons who are in a committed relationship and who have been in said committed relationship for at least 12 months and who can supply proof acceptable to the Board that they have cohabited for this period of time. Persons who simply live together but who have not made a commitment to an exclusive loving relationship with shared financial household accountabilities are not eligible as domestic partners under this Section. Domestic partners cannot be persons who are related to one another (I.E. sibling, parent, aunt, uncle, brothers or sister-inlaw, etc.). The Board, with input from the Membership Committee, shall make the final determination regarding a member s eligibility for a domestic partnership dues level. The Board of Directors is empowered to establish any additional criteria associated with any dues level approved by this Section. Any such additional criteria will be included in the Club bylaws. SECTION 10. The fiscal year of the Club shall be the calendar year and all dues shall be payable on a schedule determined by the Board. SECTION 11. Failure to Pay Dues. A member, whose dues remain unpaid beyond 90 days, shall be dropped from membership unless the delinquency is excused by a majority vote of the Board of Directors. SECTION 12. Re-election of a Dropped Member. A member dropped under the provisions of Section 11 of this Article, or a member who offers their resignation after the beginning of the Club year without paying the dues up to the date of said resignation, shall not be elected to membership again unless their delinquent dues and any other indebtedness he/she may have to the Club is paid in full. SECTION 13. Initiation Fee. Every person elected to membership shall pay an initiation fee, as the Board of Directors shall from time to time determine. SECTION 14. Failure to Qualify. If the initiation fee or dues of any candidate shall remain unpaid for 30 days after notice to said candidate of their election, the election shall be void. 7

SECTION 15. Voting and Property Rights of Members. Voting and property rights in the Club shall be limited to Proprietary members. The voting rights and property rights of a Proprietary member whose membership status has been approved to be changed to House, Weekday or Absentee status, are suspended until such time that the member in question returns his or her membership to full time status for a period of no less than six (6) consecutive months. SECTION 16. House Rules. Guests of members shall enjoy the golf facilities of the Club on no more than (2) days in each calendar month by payment of the fixed charges. This includes the members of the immediate family of the Club member. A Club member may entertain guests at the Clubhouse and other Club facilities at their pleasure. At their discretion, the Board may extend additional monthly guest golfing privileges to a given guest when petitioned by a member to address a special circumstance. SECTION 17. Changing Membership Status. The Board shall in its discretion have the right to accept or reject a request by a member to change the status of their membership from one classification to another. ARTICLE V BOARD OF DIRECTORS The Board of Directors shall consist of nine members whose terms of office shall be for three years. These Directors shall be elected at the Annual Meeting each year to succeed those whose terms expire. Only Proprietary members in good standing shall be eligible to serve on the Board of Directors. ARTICLE VI OFFICERS The Board of Directors, at the next regular meeting following the Annual Meeting, shall elect from among its members a President, a Vice President, a Secretary, and a Treasurer who shall hold office for one year or until their successors are elected. 8

ARTICLE VII DUTIES OF OFFICERS SECTION 1. President and Vice President. The President, or in his or her absence, the Vice President, shall preside at all meetings of the Club and of the Board of Directors. The President and/or their designee shall be an exofficio member of all committees and shall have the power to sign Club checks. SECTION 2. Secretary. The Secretary or their designee shall attend to all the correspondence of the Club; shall keep the minutes of all meetings; shall submit all complaints; shall, along with the Chairperson of the Membership Committee, present the names of all candidates for membership at a meeting of the Board of Directors, and shall perform all other duties usually pertaining to that office. SECTION 3. Treasurer. The Treasurer or their designee shall collect all dues and shall have charge of all the funds of the Club. The Treasurer shall pay all bills duly certified by the officer or committee having authority from the Board of Directors to incur the same; shall present an account of all receipts and expenditures at each regular meeting of the Board; shall at the annual meeting of the Club submit a detailed written report, countersigned by the President or Vice President, of the financial transactions of the Club since the last annual meeting, and shall perform all other duties usually appertaining to that office. ARTICLE VIII DUTIES OF BOARD OF DIRECTORS SECTION 1. General Duties. The Board of Directors shall transact all business of the Club; shall hire and oversee the professional staff and their management of club operations; shall hear the reports of the Club; shall hear the reports of all officers and committees; shall hear and give decisions on all complaints; and shall vote upon the names of all candidates for admission. Three adverse votes of the Board of Directors shall exclude a candidate from membership. The proceedings of the Board so far as they relate to the admission or exclusion of candidates shall be strictly confidential. SECTION 2. Notification to Members of the Club Indebtedness. The Board shall fix the schedule of dues and fees to be charged by the Club. The 9

Board of Directors shall from time to time adopt suitable house rules providing for notice to members of their indebtedness to the Club and if and as far as deemed advisable by the Board of Directors for the posting of delinquent members. Any member duly notified under the provisions of the Constitution and By-Laws of the Club indebtedness of any sort who shall not pay such indebtedness within three months after the date of said notice, shall be dropped from membership unless his delinquency be excused by the Board of Directors for good cause shown. A member dropped under this provision may be reinstated by the Board of Directors without penalty after payment of all his Club indebtedness, upon an application made within six months of the termination of his membership, provided that in the opinion of the Board of Directors sufficient excuse be presented for his delinquency, and provided also that there be a vacancy existing. No more than one such application shall be made on behalf of any person. This provision shall not supersede any other provision of the Constitution under which members may be dropped, but shall be in addition thereto. SECTION 3. Expulsion and Discipline of Members. The Board of Directors shall have the power, by a vote of two-thirds of its entire number, to expel, suspend, or otherwise discipline any member whose conduct shall, in its opinion, be detrimental to the welfare of the Club. SECTION 4. By-Laws and Regulations. The Board of Directors shall make from time to time such by-laws, rules and regulations as may be needed for the administration of the Club. All such by-laws, rules and regulations will be made accessible to the membership in a form and location(s) determined by the Board. SECTION 5. Filling Vacancies. In case of a vacancy occurring in the Board of Directors, or among the officers, the Board of Directors shall fill such vacancy until the next annual election by vote of the remaining members. SECTION 6. Captain. The Board of Directors may appoint a Captain whose duties shall be as the Board from time to time may designate. SECTION 7. The Board of Directors shall make no commitment on: a. The sale, acquisition or disposition of real property, or b. Capital expenditures exceeding 7.5% of the expense budget, (except for purchase of replacement equipment), for a project, purchase of first-time equipment, building or repair of facilities or any transaction, whether or not embarked upon in a series of steps or phases which exceed 7.5% of the expense budget, whether it be in one payment or a series of payments 10

without the approval of the full membership. Such approval shall be obtained by mailing a ballot on such proposals to all Proprietary members (with return receipt requested) or by e-mailing the ballot to those Proprietary members who typically receive their communications from the Club in this manner. Ballots must be returned within the time designated on the mailing and/or e-mail and be signed to be valid. Proposals will be deemed approved if two thirds of the valid returned ballots vote affirmatively. These approval procedures can be bypassed in the event of government mandated projects or if the sale, acquisition or disposition of real property or capital expenditure is a duly noted agenda item of a legally held meeting of the membership. SECTION 8. Extraordinary Circumstances. By virtue of a 2/3rds affirmative vote of the members of the Board, the Board may from time to time take what it believes to be necessary action to mitigate unforeseen extraordinary circumstances. At no time shall the Board take any such action that supersedes limitations on its powers expressly provided in any other provision of the Constitution. ARTICLE IX MEETINGS OF THE CLUB SECTION 1. Annual Meeting. The annual meeting for the transaction of business and the election of the Board of Directors shall be held on the second Friday next preceding Labor Day in each year at a time and location designated by the Board. At least ten days before such meeting, written notice thereof shall be mailed (or e-mailed if preferred) to each member at his or her address on the Secretary s books. The order of business at the meeting shall be: 1. Reading the minutes. 2. Reports of Officers and Board of Directors. 3. Report of the Club Manager 3. Election of Officers and Directors for the ensuing year. 4. Miscellaneous business. SECTION 2. Special Meetings. A special meeting of the Club may be called at any time by the President or shall be called by him upon the written request of ten percent (10%) of the Proprietary members. 11

SECTION 3. The presence of eighteen members entitled to vote shall be necessary for a quorum at any meeting of the Club. SECTION 4. Members who are unable to attend an Annual Meeting may vote only by casting an absentee ballot in the election of board members. Such ballots will be available from the club office in a form and with procedures established by the Board of Directors. ARTICLE X MEETINGS OF THE BOARD OF DIRECTORS A meeting of the Board of Directors may be called at any time, by the President, and shall be called by him upon the written request of two (2) members of the Board. A majority of the members shall constitute a quorum. ARTICLE XI COMMITTEES SECTION 1. Standing Committees. In addition to any committees that may be created by the President with the consent of a majority of the Board, there shall be the following standing committees of no less than three members each, to be appointed by the President. The President shall be ex-officio member of all committees. 1. House Committee 2. Greens Committee 3. Buildings and Grounds Committee 4. Golf Committee 5. Membership Committee 6. Beach Committee SECTION 2. Duties of Standing Committees. The powers and duties of the standing committees shall be prescribed by the by-laws. SECTION 3. Nominating Committee. At least sixty (60) days before the date of each annual meeting, the President with the advice and consent of 12

the Board, shall appoint a Nominating Committee of three members entitled to vote. ARTICLE XII NOMINATIONS TO OFFICE SECTION 1. Nominations by Nominating Committee. The Nominating Committee shall prepare a list of persons, selected from among the proprietary members of the Club to be balloted for as Directors at the next annual meeting. Such list, signed by the Committee, shall be filed with the Secretary of the Club at least fifteen (15) days before the date set for such annual meeting and shall at all reasonable times thereafter be open to the inspection of any member of the Club. SECTION 2. Nominations by Members. Any ten (10) members of the Club entitled to vote may file with the Secretary, not less than ten days (10) before the date set for an annual meeting, a list, signed by them, of persons selected from among the proprietary members of the Club to be balloted for as officers and directors at such annual meeting, which list shall at all reasonable times after its filing be open to the inspection of any member of the Club. ARTICLE XIII AMENDMENTS Except as otherwise provided, this Constitution may be amended by a vote of two-thirds of the members present and entitled to vote at any regular meeting of the Club, or at a special meeting of the Club called for that purpose, provided in each case that copies of the proposed amendment or amendments have been mailed (or e-mailed if preferred by the member) to each proprietary member of the Club at least thirty (30) days prior to being voted upon. 13