EL PASO CLUB BYLAWS (Revised ( ) Article I. This association is incorporated for social purposes, and its corporate name is the El Paso Club.

EL PASO CLUB BYLAWS (Revised (08-17-11) Article I This association is incorporated for social purposes, and its corporate name is the El Paso Club. Article II SECTION I. Transferability. No membership in the El Paso Club shall be transferable. SECTION 2. Types, Membership in the Club shall be Life, 50 Year, Regular, Non-Resident Regular, Junior, Non-Resident Junior, Honorary and Widows Courtesies, hereinafter collectively referred to as Member(s). SECTION 3. Life Members. The number of Life members shall be limited to ten. They shall be elected by the Baud of Trustees at its discretion from the regular membership of the Club upon application in writing. The fee for Life Membership shall be determined by the Board of Trustees in the exercise of its discretion. The funds so received shall be used only for the reduction of indebtedness of the Club or for improvements to the Club House. Life Members shall have all the rights and privileges and be subject to all the penalties of Regular Members but shall pay no dues or assessments. SECTION 4. 50-Year Members. Any regular member who has been a member of the club, either as a Regular or Junior member for 50 years shall become a 50 Year Member. A 50 Year Member shall not be required to pay dues or subject to any minimum usage requirements, but shall be allotted all benefits of a Regular member. SECTION 5. Regular Members. Any gentleman of the age of thirty-four (34) years or over who has resided in the State of Colorado for twelve (12) months may be elected a Regular Member of the Club as hereinafter provided. He shall enjoy all the privileges of membership, subject to the By-Laws and the Rules as the Board of Trustees may adopt. The number of Regular Members shall not at any time exceed 425. However, when a Junior Member shall have obtained the age for Regular Membership, as hereinafter provided, and the Regular Membership quota than be filled, such Junior Member may be elected to Regular Membership, even though said quota shall be exceeded. Furthermore, any gentleman who is accepted as a Regular Member who is an active duty member of The Armed Forces of The United States shall pay 1/2 the initiation fee of the Regular Members. Upon said serviceman's honorable discharge from active duty service, 1/2 of the current/regular initiation fee shall be due. SECTION 6. Non-Resident Members. a) Non-Resident Regular Members. Any gentlemen eligible for Regular Membership, but residing outside the limits of the State of Colorado, may be elected a Non-Resident Member of the Club under the same rules governing the election of Regular Members (Article III). Non-Resident Members shall enjoy all the privileges of Regular Membership, except the right to hold office and to vote I) When any Non- Resident Member shall move his residence within the State of Colorado he must apply for Regular Membership as provided under Article III hereof, and if admitted, shall pay the difference between the initiation fee he has paid as a Non-Resident Member and the then current initiation fee of a Regular Member, together with the proportionate amount of the annual dues from the time of such admittance. Failure to apply within three (3) months of moving to Colorado will terminate his Non-Resident Membership. ii) When a Regular Member moves from the State of Colorado, he may, by giving written Page 1 of 14

notice to the Secretary and obtaining approval of the Board of Trustees, be classified as a Non-Resident Member, and his reduction in dues shall date from the first billing cycle after the date of said notice. iii) When a Regular Member moves from the State of Colorado, and elects to follow the procedure for becoming a Non-Resident Member and is granted that status, and later moves back to the State of Colorado, he shall then be required to again apply for Regular Membership as provided under Article III hereof, but shall pay no initiation fee upon being granted Regular Member status. The Board of Trustees may waive the requirement of Article III. iv) The number of Non-Resident Regular Members shall not at any time exceed 100. b) Non-Resident Junior Members. Any gentlemen eligible for Junior Membership, but residing outside the limits of the State of Colorado, may submit his application to become a Non-Resident Junior Member of the Club under the same rules governing the election of Junior Members (Article II, Section 6). Non-Resident Junior members shall enjoy the privileges of Junior Members. I) When any Non- Resident Junior Member shall move his residence within the State of Colorado he must apply for Junior Membership as provided under Article II, Section 6 hereof, and if admitted, shall pay the difference between the initiation fee he has paid as a Non-Resident Junior Member and the then cur r ent initiation fee of a Junior Member, together with the proportionate amount of the annual dues from the time of such admittance. Failure to apply within three (3) months of moving to Colorado will terminate his Non- Resident Junior Membership. ii) When any Junior member moves from the State of Colorado, he may, by giving written notice to the Secretary and obtaining approval of the Board of Trustees, be classified as a Non-Resident Junior Member, and his reduction in dues shall date from the first billing cycle after the date of said notice. iii) When a Junior Member moves from the State of Colorado, and elects to follow the procedure for becoming a Non-Resident Junior Member and is granted that status, and later moves back to the State of Colorado, he shall then be required to again apply for Junior Membership as provided under Article II, Section 6, hereof, but pay no initiation fee upon being granted Junior Member status. iv) A Non-Resident Junior Member must apply for Non-Resident Regular membership status at least three months prior to attaining the age of thirty-five (35) years. Such application shall be governed by this Article II, Section 5(a). Failure to apply will terminate his Non-Resident Junior Membership. v) The number of Non-Resident Junior Members shall not at any time exceed fifteen. c) Non-Resident Members applying for Regular Resident Membership may be admitted, as provided under Article III, even if that type of membership category is full at the time. d) The Board of Trustees in considering "residency" shall determine whether the applicant's primary residence and place of voting is located outside the State of Colorado. SECTION 7. Junior Members. Gentlemen twenty-one (21) years of age or older and otherwise qualified for Membership, shall be classified as Junior Members and. the number shall be limited to forty (40). Any applicant, who has attained the age of thirty-four (34) years as of the date of his application to the Club, may elect at his own discretion whether to submit his application for Regular Membership or request Junior Membership until age thirty-five (35). They shall enjoy all the privileges of the Club except the right to hold office and to vote. Junior Members who wish to apply for the Regular Membership shall file their application as provided in Article III hereof at least three months prior to attaining the age of thirty-five (35) years, and if admitted, shall pay the initiation fee required of Regular Members, less the amount for his initiation fee as a Junior Member. Junior Members applying for resident membership may be admitted, as provided under Article Ill, even if that type of membership category is frill at the time. Furthermore, any gentlemen who are accepted as a Junior Member who is an active duty member of The Armed Forces of The United States shall pay 'A the initiation fee of other Junior Members. Upon said Junior Member's honorable discharge from active duty service, 1/2 of the then current/junior initiation fee shall be due. Page 2 of 14

SECTION 8. Widows' Courtesies. Widows of Life, Honorary, Regular, Junior and Non-resident Members shall be entitled to the courtesies of the Club, without the payment of dues, for life, or until such time as they may remarry, except that said courtesy shall not apply to any widow where a petition for divorce was pending at the time of the member's death. SECTION 9. Honorary Members. The Board of Trustees shall have authority by unanimous vote to elect as an Honorary Member of the Club any person who, in its judgment, may be entitled to the distinction. Proposal for Honorary Membership shall be submitted to the Board of Trustees in writing setting forth the rationale to support the distinction and shall be signed by the proposing member. The proposal will be reported to the Board of Trustees at a regular meeting and held for ballot at the next following meeting. Honorary Members shall be entitled to all privileges of Regular Members without payment of dues or initiation fee. SECTION 10. Affiliates. The Board of Trustees shall have authority by unanimous vote to elect as an Affiliate to the Club any person or entity who, in its judgment, may be suitable for affiliation. Proposals for affiliation shall be submitted t the Board of Directors in writing setting forth the rationale to support the affiliation and shall be signed by the proposing member. The proposal shall be submitted to the Board of Trustees at a regular meeting and held for ballot at the next following meeting. Affiliates shall be entitled to such privileges at the Club s facilities as shall be determined by the Board of Trustees from time to time but such Affiliates shall not be deemed to be members of the Club and shall have no voting rights or other privileges except those designated by the Board of Trustees. Affiliates shall pay an affiliation fee plus monthly affiliation fees as shall be determined by the Board of Trustees. If the Affiliate is an entity other than an individual person, use shall be limited to five persons comprising the entity which persons shall be specified with particularity and designated by the entity upon application, each person, including any person later added or substituted, being subject to unanimous approval by the Board of Trustees. Affiliates may be eligible for membership in the Club if they meet the requirements for membership in accordance with Articles II and III and other applicable provisions of these By-Laws. Affiliates shall be subject to the rules of the Club at all times and their affiliation may be terminated at any time by the majority vote of the Board of Trustees with or without cause. Article III ELECTION OF MEMBERS SECTION 1. To propose an applicant for Membership, a Life, Regular or Junior Member must submit an application to the Membership Committee, every application shall be seconded by any two Members, either Life, Regular, or Junior. After the Membership Committee has approved the applicant, the Committee will submit the applicant's name to the Board of Trustees. The Board of Trustees may then vote on the applicant for posting on the Club bulletin board. An affirmative vote of all the board present shall be necessary to elect; but two negative votes shall cause the rejection of an application. The application shall be posted at least ten days immediately preceding the next monthly meeting of the Board of Trustees. At such meeting, or at any adjourned meeting thereof, it shall be the duty of the Board, after careful consideration and examination, to vote upon the application by ballot. An affirmative vote of all the board shall be necessary to elect; but two negative votes shall cause the rejection of an applicant. After an applicant shall have been balloted for and rejected, any member of the Board then present may call for and have a second ballot, provided said request be made and ballot cast before the Board adjourns. This action shall be final. If rejected, the proposer shall be so notified by the Secretary, and the applicant shall not be allowed to make a new application for a period of one year, unless this requirement is waived by the unanimous consent of the Board. SECTION 2. Membership Committee members shall be allowed to propose or second any application for membership. The name of an applicant may be withdrawn by his proposer or either of his seconders at any Page 3 of 14

time before or at the meeting of the Board at which his application is to be considered. SECTION 3. If elected to membership by the Board, the Secretary shall at once notify the applicant thereof, and the amount of the initiation fee and the monthly dues to be paid. If these fees and dues are not paid within thirty days from the date of the notification, he shall be considered as not having accepted, and his election shall be void, unless the Board of Trustees determines that further time be granted. The payment of the initiation fee and dues by any Member shall be acknowledgment on his part that he is bound by the Bylaws. Rules and regulations of the Club, which may from time to time, are in force. Until they shall have duly qualified, members-elect will not be allowed credit at the Club. SECTION 4. Any former Member resigning from the Club in good standing can reapply under Article III, or at the discretion of the Board, the requirements of Article III could be waived and said resigning Member's membership reinstated. Any such member rejoining would be given credit towards the current initiation fee due in an amount equal to the original initiation fee paid with his prior membership. SECTION 5. Reinstatement of a member. Any former Member who resigned in compliance with Article IV, Section 1 is eligible for reinstatement of his membership. The procedure to be followed is the same as for a new member outlined in Article III. A reinstated member will pay the current initiation fee reduced by the amount of the initiation fees previously paid. Article IV LOSS OF MEMBERSHIP SECTION 1. Resignation. Resignation of membership shall be made to the Secretary in writing. No resignation shall be accepted until all indebtedness to the Club of the member resigning shall have been discharged. SECTION 2. Failure to Pay. If a member shall fail to pay any part of his dues, or other debt due the Club, for ninety days after such indebtedness is due he shall be subject to forfeiture of membership. A member thus forfeiting his membership may be reinstated within three months after such forfeiture by unanimous vote at any meeting of the Board, provided all arrearages are paid. SECTION 3. Unacceptable Conduct. The Board of Trustees shall have the power, by a vote of two thirds of all its members, to suspend or expel any member of the Club for any conduct, which in its opinion, is likely to endanger the welfare, interest or character of the Club. No vote shall be taken by the Board on a proposed expulsion until after seven days' notice in writing, setting forth the charges against him shall have been given the member in question, and such member shall have the right to be heard before any final vote thereon. The decision of the Board shall be final, unless within thirty days from the time of such decision a special meeting of the Club is called, and the decision be reversed. SECTION 4. Forfeiture of Rights. All interest in and to the property and privileges of the Club, of any person ceasing for any cause or in any manner to be a member, shall cease and revert to the Club; and such loss of membership shall operate as a release and assignment to the Club of all rights, title and interest of such member in and to the property, assets and privileges of the Club. Article V MANAGEMENT SECTION 1. Trustees. The management of the Club shall be entrusted to a board of fifteen trustees, five of them elected at each annual meeting to serve for a term of three years, or until their successors have been duly elected and qualified; provided, no Trustee who has held office for time successive years shall be Page 4 of 14

eligible for re-election until one year after his retirement. SECTION 2. Vacancies. If a vacancy shall occur in the Board of Trustees by death, removal or otherwise, the Board shall elect a regular member from the Club to fill the same until the next annual meeting. SECTION 3. Officers. The Board of Trustees shall organize, as soon as may be practicable after each annual meeting, by electing from its own body a President, a Vice President, a Secretary and a Treasurer. All of the officers so elected shall hold office at the pleasure of the Board. SECTION 4. Meetings. The Board shall hold monthly meetings on such days and at such hours as it may determine. Special meetings of the Board may be called by the President, at his discretion, or by any three members of the Board. A majority of its members shall constitute a quorum. SECTION 5. Bylaws and Rules. The Board shall make and enforce proper Bylaws and rules for the general conduct of the members of the Club and for the use of the Club's property by the members; and may suspend or amend any Bylaw or rule at any meeting of the Board, by a majority vote of the entire Board. All proposed Bylaw or rule changes shall be posted on the Club bulletin board as soon as practicable after adoption and left posted for thirty (30) days. SECTION 6. Committees. As soon as practicable after the organization of the Board each year, the President, with the approval of the Board, shall appoint eleven standing committees, namely, an Executive Committee of which the President shall be a member and act as Chairman; a House Committee; a Membership Committee, a Finance and Auditing Committee; a Literature and Arts Committee; an Entertainment Committee; a Bylaws Committee, a Historical Committee, an 1877 Legacy Committee, a Reciprocity Committee and a Personnel Committee. The President may also appoint such special committees as may from time to time be found necessary. SECTION 7. Annual Report. The Board shall submit at each annual meeting a general report of the affairs of the Club, which shall be printed and distributed to the members. SECTION 8. Confidentiality. All of the proceedings and deliberations of the Board and its committees shall be confidential. SECTION 9. Absences. If any trustee shall absent himself from any three consecutive regular meeting of the Board without rendering an excuse acceptable to the Board, his office may be declared vacant. SECTION 10. Removal. The Club shall have the power to remove any trustee for good cause shown and to fill such vacancy by a majority vote of all of the regular members of the Club at a special business meeting called for that purpose, in accordance with the provisions of Article VIII. SECTION 11. Powers of Board. The Board of Trustees shall have general charge of the affairs, funds and property of the Club, and shall have full power, and it shall be its duty, to carry out the purposes of the Club according to its charter and bylaws. SECTION 12. Overruling Board. The acts of the Board can be overruled only by a majority vote of all the regular members of the Club at a special meeting called in accordance with the provisions of Article VIII. Article VI DUTIES OF OFFICERS SECTION 1. President. The President shall have general supervision over all the affairs of the Club and Page 5 of 14

shall call and preside at all meetings of the Club and, of the Board. He shall be an ex-officio member of all standing and special committees. He shall sign all contracts, bonds, deeds and other instruments in writing authorized by the Board or by the Club. He shall cast the deciding vote in case of a tie on any question before any Committee, or in the meetings of the Club, and shall perform such special duties as the Board of Trustees may designate. SECTION 2. Vice-President. The Vice President shall, in the absence of the President, or in case of his death, resignation or inability to act, perform all his duties. In the absence of both President and Vice President, a President pro Wm may be elected by the board, with all the duties and powers of the President. The Vice President shall serve as chair of the House Committee. SECTION 3. Secretary. The Secretary shall keep the minutes of all meetings of the Club and the Board of Trustees, and take charge of all deeds and other instruments in writing, except securities of the Club. He shall have the custody of the Club Seal, which he shall affix to all instruments of writing, when so directed by the Board, and attest the same. He shall keep a full list of all members of the Club, with the addresses. He shall notify members of their election to, or loss of, membership, and of every annual special meeting. He shall issue all notices, and shall perform such other duties as the Board may direct. The Board may appoint an Assistant Secretary, who shall hold office during the pleasure of the Board, and shall perform all duties of the Secretary during the latter's absence or inability to act, or when the Board may from time to time decide on the necessity of such an office. SECTION 4. Treasurer. The Treasurer shall collect all initiation fees, dues and other monies, and receive and hold all securities of the Club, and shall deposit the same as directed by the Board He shall be the disbursing officer of the Club, but shall pay out no money, except on vouchers approved by the chairman of the Committee whose department the disbursement is made. He shall keep the accounts of the Club, which shall be open to inspection by any Trustee at any time. He shall perform such other duties and give such bond as the Board may direct. He shall oversee the financial matters of the Club and report the same to the Board at each regular meeting. Article VII DUTIES OF COMMITTEES SECTION 1. Committees shall have the following powers and duties, subject to the direction of the Board: (a) The Executive Committee shall consist of the four elected officers of the Club, subject to the direction of the Board, shall have general supervision of the management of the affairs of the Club between the meetings of the Board. (b) The House Committee shall be responsible to the Board for the management of the Club House and grounds, shall make rules for the use of the same, and shall perform such other and special duties as the Board May determine. They shall regulate all prices, appoint and discharge all employees and fix their wages, order purchases, audit bills, receive complaints, redress grievances and perform such special duties as the Board may determine. (c) The Membership Committee shall receive all applications for membership, investigate the standing and eligibility of applicants, and, if satisfactory, place their names on the bulletin board, as hereinbefore provided. (d) The Finance and Audit Committee shall cause the Club's accountants to prepare the annual tax return and reports. They shall also have the accountant compile a formal financial statement. If the Finance and Audit Committee feels an audit of the Club's financial records is needed, they shall recommend such to the Board of Directors for their consideration. (e) The Committee on Literature and Arts shall have power to select and purchase periodicals, books Page 6 of 14

and works of art for the Club, and shall have custody of the same. No contractual obligation or expense shall be incurred without the prior approval of the Board. (f) The Entertainment Committee shall be in charge of all special events, recreational facilities, cards and other games; and they shall also have the power and duty of regulating games in order to preserve the harmony and reputation of the Club. All regulations shall subject to the final approval of the Board. (g) The Historical Committee shall be charge of preserving historical records and other material pertaining to the Club; also, when directed by the Board so to do, they shall annotate and review historical records of the Club, including photographs and other material. (h) The Bylaws Committee shall be charged with making certain any policy, membership, or rule changes are appropriately reflected the Bylaws and bringing any proposed amendments concerning the same to the Board for approval and shall be responsible for the posting of any such Bylaws or other rule changes, for posting on the Club Bulletin Board, with approval of the Secretary, for a period of 30 days. (k) The Reciprocity Committee shall explore, create and maintain reciprocal relationships with appropriate entities and shall publish and otherwise make the membership aware of such reciprocal relationships and benefits. (1) The Personnel C o m m i t t e e shall oversee and handle employee matters as it deems appropriate or as otherwise directed by the Board; and (m) The 1877 Legacy Society Committee shall promote the society to the membership, encourage the Board to have individual consultations with members about the society and work with society contributors to make sure they receive proper recognition for any 1877 Legacy Society gifts. Article VIII MEETINGS SECTION 1. Annual Meeting. The annual meeting of the Members of the Club shall be held at the Club House during the first week in December of each year on such day and at such hour as the Board of Trustees may designate, for the election by ballot of five (5) Trustees, to hold office for three years or until their successors are duly elected and qualified, and for the transaction of such other business as may properly be brought before it. At least twenty days before the time of meeting, notice thereof shall be posted on the bulletin board, and mailed to each member. If no quorum be present within one hour after the hour set for the meeting, the presiding officer shall adjourn the meeting from time to time until a quorum is obtained, and notices of every adjournment shall be duly given, as hereinafter provided. SECTION 2. Order of Business. The order of business shall be as follows: 1. Roll Call. 2. Reading of the minutes. 3. Reports and communications. 4. Election of Trustees. 5. General business. SECTION 3. Election of Trustees. It shall be the duty of the Board of Trustees each year to appoint a Nominating Committee of five members, none of whom shall be members of the Board. This committee shall nominate ten eligible candidates to stand for election. The five successful candidates will serve for a three-year period replacing the five retiring members of the Board. The Committee shall post its list on the Club bulletin board not later than twenty days before the election, and it shall also provide for the posting of such other candidates as may be proposed to it in writing by any ten members, except that no member shall sign more than one list. No candidate shall be posted after ten days before the election, and no candidate shall be eligible unless his name shall have been posted in accordance with the procedure described. Printed ballots shall be provided for the election with a list of all eligible candidates. Each voter shall mark his ballot for the candidate of his choice. No ballots shall be counted having more names with a mark than the number to be elected. The presiding officer of the meeting shall appoint three tellers Page 7 of 14

who shall collect and count the ballots, and announce the result to the meeting. The five candidates having the most number of votes shall be declared elected. SECTION 4. Special Meetings. Special business meetings may be called by the President, and shall be called at the written request of ten regular members, by sending a notice, stating the object of the meeting at least ten days beforehand to each regular member and posting the same on the bulletin board. No business other than that specified in the notice therefore shall be transacted at any special meeting. SECTION 5. Voting. One tenth of the members of the Club who are entitled to vote shall constitute a quorum for the transaction of business at any meeting of the Club. Voting by proxy is not permitted. Voting by absentee ballot is permitted as follows: 1. Absentee ballots may be obtained only at the front desk of the Club. 2. The absentee ballot must be voted in person on the premises of the Club. 3. Absentee ballots shall be available at the Club at least seven (7) days prior to the date of the meeting. SECTION 6. Rules of Order. The meetings of the Club shall be governed by the latest edition of Robert's Rules of Order, so far as they are applicable and do not conflict with these Bylaws. SECTION 7. Other Meetings. There may also be meetings for social purposes and for the reception of strangers at such times as the Board may determine. Article IX GUESTS AND VISITORS SECTION 1. Member's Guests. Any person residing outside the limits of El Paso County, Colorado and having no place of business in Colorado Springs may, either personally or by note, be introduced by any members and accorded the privileges of the Club House for two weeks as a Member's Guest; his name and residence together with the name of his host and the date of introduction being entered in the Visitors Book, and a visitor's card will be issued to him by the Club. Such invitation may be extended twice within a six-month period, and shall be subject to a charge of five dollars. A limit of five hundred dollars shall be imposed upon the credit of such Member's Guest, and the sponsoring member shall be responsible for the conduct of his guests while in the Club House, and for all indebtedness incurred by them toward the Club. SECTION 2. Reciprocal Club Members. An introduction card from a Reciprocal Club must be presented to the Club before guest privileges may be extended to a visiting Reciprocal Club Member. Anyone residing in El Paso County may not use their non-resident membership from other clubs. Inappropriate use of the Club may be grounds for the withdrawal of the Club privileges of a visiting Reciprocal Club Member under the provisions of Section 3. SECTION 3. Withdrawal of Privileges. The Club privileges of any guest may be withdrawn at the discretion of the House Committee. SECTION 4. Reception. Callers not entitled to the privileges of the Club House may be received only in the reception room or entrance hall. Article X FEES, DUES AND INDEBTEDNESS SECTION 1. Fees and Dues. The initiation fees and dues for various classes of membership shall be determined from time to time by the Board of Trustees. For members returning to a class of membership Page 8 of 14

after a period of absence from the membership, the Board may establish an initiation fee which gives due consideration for such past membership. The fees and dues so established shall be made available to the members at all times. SECTION 2. Capital Improvement Fund. Effective October 1, 2004, $2,000.00 per month shall be deposited into the Capital Improvement Fund and utilized exclusively for the replacement and/or expansion of the Club's facilities, including buildings, equipment, furniture, and fixtures. All expenditures for maintenance and repair as defined by the Club's Accounting Procedures Manual will continue to be charged to the Operating Fund when incurred. An additional sum amounting to 50% of any annual Operating Fund surplus will be transferred to the Capital Improvement Fund within 60 days of our fiscal year ending. SECTION 3. Indebtedness. Any member or guest incurring indebtedness while with the Club must sign a voucher with his name and Club number. A statement of his indebtedness shall be sent to him as soon as practicable after the first day of every month, accompanied by a notice of penalty for non-payment and the date of such notice shall be the date when the indebtedness is due. If any member or guest shall fail to pay any dues or indebtedness for sixty days after due, such fact will be reported by the Club Manager to the Board and the Board shall have authority to take such action as it deems advisable, including the posting of the name of the delinquent member on the Club bulletin board. If such delinquency continues for ninety days his membership shall be subject to forfeiture in accordance with Article IV, Section 2. Article XI NOTICES SECTION 1. Bulletin Board. There shall be placed in a conspicuous place in the Club a bulletin board, upon which all notices, with prior approval of the Secretary, shall be posted. Except as hereinbefore provided, any notice posted on the bulletin board shall be deemed sufficient notice to members. SECTION 2. Mailing. A member may register his mailing address with the clerk at the office; in default of such address such notices shall be served by depositing them in the Club letterbox the lobby, addressed to the member. Article XII PROPERTY The legal title to all property, effects and assets of the Club shall be vested the Club by its corporate name. All damages to Club property shall be paid for by the person causing the same. SECTION 1. Indemnification. Article XIII INDEMNIFICATION OF DIRECTORS AND OFFICERS (a) The El Paso Club shall indemnify any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative, including any action by or in the right of the El Paso Club, by reason of the fact that he is or was a & director officer of the El Paso Club against expenses actually and reasonably incurred by him in connection with the defense of any such action, except in relation to matters as to which he is adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his duty to the El Paso Club. Page 9 of 14

(b) The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contenders or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the El Paso Club, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. (c) The determination that any person is entitled to indemnification under subsection (a) shall be made (i) by a majority vote of the Board of Trustees consisting of directors who were not parties to such action, suit or proceeding, or (ii) upon the written opinion of independent legal counsel requested by the Board of Trustees. SECTION 2. Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the El Paso Club to such person in advance of the final disposition of such action, suit or proceeding if authorized by the Board of Trustees in the manner provided in subsection (c) (i) above upon receipt of any undertaking by or on behalf of such person to repay such amount in the event that it shall ultimately be determined that he is not entitled to indemnification by the El Paso Club as authorized by these Bylaws. SECTION 3. Non-Exclusive Indemnity. The indemnification provided by these Bylaws shall not be deeded exclusive of any other right to indemnification to which such persons may be entitled under any law, or bylaw of the El Paso Club, agreement, vote of the members or disinterested directors or otherwise, whether as to action taken in his official capacity or as to action in any other capacity while holding such office, and such indemnification shall continue and we to the benefit of persons who have ceased to be a director or officer and their heirs, executors and administrators of such a person. SECTION 4. Insurance. The Board of Trustees may from time to time on behalf of the El Paso Club purchase and maintain insurance on-behalf of any person who is or was a director or officer of the El Paso Club, insuring such persons against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the El Paso Club would have the power to indemnify him against such liability under the provisions of this Bylaw. Article XIV CONSTRUCTION OF BYLAWS All questions of construction of these Bylaws shall be decided by the Board, and its decision shall control until reversed or altered by the Club. Article XV AMENDMENTS These Bylaws may be amended or altered in whole or in part, at any meeting of the Trustees by a majority vote of the entire Board of Trustees, as provided in Section 5 of Article V. HOUSE RULES I. HOURS OF OPERATION The Club House shall be open from 10:00 A.M. to 7:00 P.M. Monday through Friday, and shall be closed Saturdays and Sundays unless prior arrangements are made with the General Manager. The General Manager in conjunction with the House Committee shall determine Holiday closures. The membership shall be advised of such closures fifteen days or more prior to the dates of closure. Page 10 of 14

II. GUESTS AND VISITORS Section 1. Reciprocal Club Members. An introduction card from a Reciprocal Club must be presented to the Club in order for guest privileges to be extended to a visiting Reciprocal Club Member. Reciprocal Club guests may have privileges withdrawn for actions or behaviors not in accordance with House Rules. Section 2. Withdrawal of Privileges. The Club privileges of any guest may be withdrawn at the discretion of the House Committee. Section 3. Guests. Guests may use only those areas and rooms in the Club Home as described in the Club Bylaws and these House Rules. The hosting member must be present when hosting or sponsoring a guest, meeting, or event in the El Paso Club. III. DINING ROOMS Section 1. Main Dining Room. The Main Dining Room shall be for the use the use of Members, their Ladies and their Guests. The Main Dining Room shall be kept open during such hours and in accordance with such rules as the House Committee shall determine from time to time. While business may be discussed in the Main Dining Room, Members are reminded that El Paso Club is primarily a social and dining club. Business transactions should be conducted in one of the private rooms. For private entertainments, a room charge may apply. Section 2. Private Dining Rooms. Private Dining Rooms shall be for the use of Members, their Ladies, and their Guests. Private entertainments may be given in such rooms as assigned by the General Manager. A room charge may apply. IV. MEMBER'S GRILL Usage of the Member's Grill shall be reserved for male Club Members and their male guests, age eighteen and over. A member shall be responsible for the actions of and the charges attributable to his guests. V. EAST LOUNGE The East Lounge shall be used for the entertainment of guests not qualified for the use of the Member's Grill and for private parties, arrangements for which have been made with the General Manager. A room charge may apply. VI. SECOND FLOOR The Second Floor of the Club House shall be reserved for the usage of male Club Members during regular operating hours. Arrangements may be made with the General Manager for usage of the Second Floor for private parties at such times that do not conflict or interfere with Member's usage. A room charge may apply. VII. DRESS CODE In the Main Dining Room and East Room, jackets and ties are required after 5:00 pm. Business casual wear is allowed during lunch, but no jeans, t-shirts or ball caps are allowed. In the Men's Grill and Members Billiard Room, casual dress, including dress denim is acceptable. However, torn or ragged clothing, t-shirts or ball caps are not acceptable dress. The Club Manager is authorized to enforce this Page 11 of 14

Code. Members are responsible for insuring that their guests are dressed in accordance with these guidelines. Private parties sponsored by a Member or special Club-sponsored events may be exempted from this Code. VIII. VOUCHERS No cash is accepted at the Club. Members will sign for all purchases using their approved signature and membership number. IX. GRATUITIES No member, nor guest of a member, shall be allowed to give money or any other gratuity to anyone in the employ of the Club. X. DELIVERIES INTO CLUB HOUSE Neither food nor beverage of any description may be caused to be delivered or brought into the Club House by any member or guest without the approval of the General Manager. XI. DAMAGED PROPERTY Any destruction of, or injury to, the property of the Club shall be charged to the member involved. The amount to be paid shall be determined by the House Committee. XII. PROPERTY No person shall take from the East Lounge any book, pamphlet or newspaper, nor shall any article belonging to the Club be removed from the Club House. No subscriptions shall be solicited, nor shall any articles, books, paper. Advertisements or notices placed in the Club House without permission of the House Committee. XIII. MINORS Persons under the age of eighteen shall be permitted on the main floor of the Club House, with the exception of the Member's Grill, and they are not permitted on the Second Floor. XIV. PRIVATE PARTIES Reservations shall be made with the Dining Room/Events Manager for all private functions held in, or on the grounds, of El Paso Club. All decorations, entertainments, furniture, and fixtures caused to be brought into the Club House must have the approval of the General Manger. The Club is not responsible for lost articles. XV. LOST ARTICLES XVI. INDEMNITY REGARDING USE OF PREMISES To the extent permitted by law, Members agree to indemnify, hold harmless, and defend El Paso Club against all losses, claims, liabilities, and expenses, including reasonable attorney's fees, for injuries Page 12 of 14

suffered in connection with the use, or misuse, by themselves and their guests in connection with their use of El Paso Club, excepting acts of negligence by management or staff of the Club. XVII. CELL PHONE USAGE Members and their guests are asked to not allow their cell phones to ring in the Club House. Cell phone usage is not allowed in the Main Dining Room at any time. Cell phone usage is authorized in other rooms of the Club House, but members and their guests are asked to be courteous to other Members and their guests when talking on their phones. XVIII. SMOKING IN THE CLUB HOUSE No smoking shall be allowed in the Clubhouse. Smoking may be permitted on the smoking porch above the main entrance to the Club House. XIX. MESSAGES No member or guest shall be allowed to send an employee out of the Club House. The Club office will promptly attend to all messages. XX. GAMES Gambling shall be allowed in the Club House subject to the laws of the State of Colorado and rules established by the House Committee. The El Paso Club shall not receive any direct benefit from gambling or game of chance. XXI. ART & LITERATURE The Arts and Literature Committee, subject to the approval of the Board of Trustees, shall have sole discretion in the placement of all art and literature in the Club House. XXII. ANIMALS No animals, domestic or otherwise, shall be allowed in the Club House excepting a Member or guest requiring a service Guide Dog. XXIII. FIREARMS All firearms must be checked at the Office, and may be reclaimed upon leaving the Club House. XXIV. COMPLAINTS All comments, suggestions, or complaints relating to the Club's facilities, operation, service, or staff shall be made in writing and shall be directed to the General Manager with a copy to the House Committee. Where and when appropriate, such information must be communicated in a timely manner. No member or guest shall reprimand or discipline any employee of El Paso club. Any inattention to duty, or lack of courtesy on the part of a Club employee, should be promptly reported to the General Manager. The General Manager is required to direct the attention of members and their guests to violations of club rules and to report such violations to the Executive Committee. Any Member who conducts himself in a manner deemed to be unacceptable to the Club, or who shall knowingly break a Club rule, may be denied service by the General Manager. In such cases, the General Manager shall report the denial of service to Page 13 of 14

the Executive Committee. XXV. AMENDMENTS The House Rules may be changed, from time to time, by the House Committee subject to the approval of the Board of Trustees. The House Committee may suspend these Rules for a special occasion. (Revised 08-17-11) Page 14 of 14