Bylaws of the Pass Christian Isles Golf Club

BY-LAWS

PASS CHRISTIAN ISLES GOLF CLUB, INC.

                                    I                                   Board of Directors
                                    II                                  Officers and Agents
                                    III                                Fiscal Year
                                    IV                                Corporation Property
                                    V                                 Duties of Directors
                                    VI                                Duties of Officers
                                    VII                               Nominating Committee
                                    VIII                              Committees
                                    IX                                Annual and Special Meetings
                                    X                                 Capital Stock
                                    XI                                Seal
                                    XII                               Membership and Privileges
                                    XIII                              Election to Membership and Expulsion
                                    XIV                             Dues and Assessments
                                    XV                               House Accounts
                                    XVI                             Guest and Guests Fees
                                    XVII                            Publication
                                    XVIII                           Amendments

Section 1 - The business of the corporation shall be managed by the Board of Directors which shall have and may exercise all the powers of the corporation conferred upon the Board of Directors by the Charter of Incorporation, the Laws of the State of Mississippi and these by-laws.

Section 2 - The Board of Directors shall be composed of nine (9) persons all of whom shall be stockholders in the corporation, and shall hold office until their successors are duly elected and qualified, unless sooner displaced.

Section 3 - At each annual meeting of the stockholders, to be held on a predetermined Sunday in February, three members of the Board of Directors, shall be elected to hold office for a term of three years, unless sooner displaced, to succeed the Directors whose terms of office shall then expire. Other members of the Board of Directors shall be elected to fill vacancies occurring since the last annual meeting. In an election, which includes the filling of a vacancy on the Board, the three nominees receiving the highest vote shall hold office for the term of three years. The nominee receiving the next highest vote shall fill the longest un-expired term, and any other nominees shall fill the remaining un-expired terms according to the number of votes received, the nominee receiving the highest number of votes to receive the next longest un-expired term and so forth, until the requisite number of Directors are elected. A tie shall be decided by lot. No stockholder shall continuously serve as a Director for more than one continuous elected full term of three years, but may be re-elected after an intervening period of one or more years. This one (1) year probation shall not apply to a stockholder that is appointed to fill a vacancy until the next annual meeting, or to a stockholder that has been elected to less than a three (3) year term.

Section 4 - The stockholders may, at any regular meeting or special meeting called for that purpose, by a vote of a majority of the capital stock issued and outstanding and entitled to vote thereon, remove any director from office.

Section 5 - A Director will be automatically removed from office without action by the Stockholders or Board of Directors if said Director is ninety (90) days in arrears for any indebtedness to the Club.

Section 1 - The Corporation shall have a President, Vice President, Secretary and a Treasurer, who shall be chosen by the Directors at the first meeting of the Board of Directors following the annual meeting of the stockholders at which Directors are elected. Each officer shall serve for one year or until their successors are elected, unless sooner displaced. The Corporation may have such other officers, agents and representatives as may be deemed necessary by the stockholders or Board of Directors, who shall be chosen in such manner and hold their offices for such terms and have such authority and duties as may be determined by the Board of Directors.

Section 2 - The Board of Directors may secure the fidelity of any or all of such officers by bond or otherwise and may also provide for the qualification of any or all such officers before any person authorized by law to administer an oath. The above officers shall be chosen from among the Directors. Each officer shall, subject to these by-laws, have in addition to the duties and powers as are commonly incident to his office such duties and powers as the Board of Directors shall from time to time designate. In all cases where the duties of any officer, agent, or employee are not specifically prescribed by the by-laws or by the Board of Directors, such officer, agent or employee shall obey the orders of the President.

Section 3 - Any vacancy in the office of President, Secretary, Treasurer, or any other officer shall be filled by the Board of Directors and the officers so chosen shall hold office for the unexpired term in which the vacancy occurred, or until their successors shall be duly elected and qualified, unless sooner displaced.

Section 4 - The Board of Directors may at any meeting called for the purpose, by vote of a majority of their entire membership, remove from office any officer of the corporation. The Board of Directors may at any meeting, by vote of majority of the Directors present at such meeting, accept the resignation of any officer of the corporation or remove or accept the resignation of any agent or factor or any member of any committee appointed by the Board of Directors or by any officer, agent or factor of the Corporation.

Section 5 - The Board of Directors may, upon approval of two thirds of the entire Board, present and voting, remove from office any Director whose conduct is considered detrimental to the club.

The fiscal year shall begin on January 1st of each year and end on December 31st.

None of the real property of the corporation shall be sold or otherwise disposed of or encumbered except by and with the consent of a majority of the stockholders of the corporation. Such consent is required to be given either in writing or by vote in person or by proxy at any annual or special meeting of the stockholders, provided thirty (30) days prior to such meeting, notice of the proposed action shall be sent to each stockholder. All replacement of equipment and other property shall be by order of the Board of Directors.

Section 1 - The Board of Directors shall make the general rules and regulations for the management of the corporation. They shall have and may exercise all powers conferred upon them by the Charter of Incorporation, the Laws of the State of Mississippi and by these by-laws.

Section 2 - Regular meetings of the Board of Directors shall be held once each month on such date and hour as the Board may from time to time determine, with formal notice being necessary. One Week following the annual stockholders’ meeting, a regular meeting of the Board of Directors shall be held for the purpose of electing officers, in accordance with Article II, Section One.

Section 3 - Special meetings of the Board of Directors may be held on the call of the President, Secretary, Treasurer, or two or more Directors, 24 hours notice of the time and place thereof being given to each Director. A Waiver of such notice in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such notice. No notice of any recessed meeting of the Directors shall be required. The President shall preside at all meetings of the Directors. In his absence, the Vice President shall preside.

Section 4 - A majority of the whole Board of Directors shall constitute a quorum, but less number may recess any meeting from time to time. When a quorum is present at any meeting, a majority of the members in attendance thereat shall, except where a larger vote is required by law, by the Charter of Incorporation, or by these by-laws, decide any question brought before such meeting. The presiding officer shall not vote except in event of a tie.

Section 5 - The order of business at meetings of the Board of Directors shall be as follows, unless otherwise provided by the Board:

Section 6 - Except as otherwise provided in these by-laws or as the Board of Directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, and other obligations made, accepted or endorsed by the corporation shall be signed by the President and attested by the Secretary to which instrument the Secretary shall affix the seal of the corporation.

Section 7 - The Board shall have the power to authorize the employment and discharge of all employees of the club, to prescribe their duties and to affix their compensation.

Section 8 - The Board shall be responsible for the formulation of plans for the general improvement of club property and shall present at the annual meeting of stockholders the anticipated needs of such items during the ensuing year. The Board shall provide for the creation of a sinking fund for the payment of any indebtedness of the corporation or for the purpose of improvements to the property. It shall review and decide definitely on presenting to the stockholders any assessment set by the finance committee.

Section 9 - Any member of the Board of Directors who shall be absent from three consecutive meetings, without reasons satisfactory to the Board, shall be deemed to have resigned from the Board. The vacancy so created shall be filled as provided for in Article I, Section 3, or Article 5, Section 10.

Section 10 - When vacancies occur in the Board of Directors, subsequent to the annual stockholders meeting, such vacancies can be filled, until the next stockholders meeting by a majority vote of the Board of Directors at any regular or special meeting.

Section 1 - PRESIDENT: The president shall, subject to the direction and under the supervision of the Board of Directors, be the chief executive officer of the corporation and shall have general and active control of its affairs and business and general supervision over its officers, agents and employees. Except as otherwise voted by the Board he shall have custody of the Treasurer’s bond, if any. He shall preside at all meetings of the stockholders and the Board. He shall appoint Chairman of all committees, subject to approval of the Board.

Section 2 - VICE PRESIDENT: The Vice President shall have the same rights, powers, duties and obligations conferred upon the President only in the event that the President’s office is vacant by reason of death of the President, incapacity, resignations, or absence from a meeting. The Vice President shall serve as chairman of the Finance Committee.

Section 3 - SECRETARY: The Secretary shall give notice of all meetings of the corporation and the Board of Directors, keep minutes of such meetings in a book kept for that purpose which shall be the property of the corporation. He shall also notify persons elected to membership of their election, keep an accurate list of stockholders and members with their addresses and perform such other duties as may be assigned to him. In the absence of the Secretary from any such meeting, a temporary secretary shall be chosen by the Board of Directors and he shall record the minutes of such meeting in the aforesaid book.

Section 4 - TREASURER: The Treasurer shall have charge of the stock ledger, an original or duplicate of which shall, at all times, during the usual hours of business, be open to examination of every stockholder at the principal office or place of business of the corporation. The Treasurer shall, subject to the direction and under the control of the Board of Directors, monitor the expenditure of corporate funds and, provide for the safekeeping of the valuable papers of the corporation, except the Treasurer’s bond, and shall have the power to endorse for deposit or collection of all notes, checks, drafts and other obligations for the payment of money to the corporation or its order. The Treasurer shall have the power to sign checks and drafts to pay the obligations of the corporation when approved by the proper officers. The President is authorized to fulfill the duties of the Treasurer in the absence of the Treasurer. The Board of Directors may authorize additional officers of the corporation to sign checks. Financial accounts shall be audited annually by an Auditing Committee appointed by the Board of Directors or a certified public accountant selected by the Board of Directors. The Treasurer shall cause a balance sheet to be made annually and a copy thereof to be available to each stockholder at the annual stockholder’s meeting. The Treasurer shall be a member “ex-officio” of all committees having power to incur financial obligations or make expenditures. The Treasurer shall keep, or cause to be kept, accurate books of account which shall be the property of the corporation.

Section 5 - The Officers shall perform such further duties as usually devolve upon the officers of a similar corporation.

Section 1 - At any regular or special meeting of the Board of Directors, at least ninety (90) days prior to the annual meeting of the stockholders, the Directors shall choose five stockholders to be a nominating committee which shall prepare and report to the Directors nominations for the Board of Directors. A notice containing such nominations shall be sent to the Secretary of the corporation sixty (60) days prior to the annual stockholders meeting. The Secretary shall send a copy of this notice to each stockholder with the notification of the annual stockholders meeting.

Section 2 - The nominating committee shall secure in writing from the individuals to be nominated their consent to be placed in nomination for such office. Only stockholders who are members in good standing shall be eligible for nomination. The slate shall include twice the number of candidates for the vacancies to be filled plus any nomination made by the stockholders as provided in Article VII, Section 3.

Section 3 - Any group of stockholders representing ten per cent (10%) or more of outstanding stock may in like manner prepare and send to the Secretary nominations for the annual election not less than thirty (30) days prior to the annual meeting. Requirements as stated in Article VII, Section 2, shall apply.

Section 1 - Standing Committees which have duties as shown and other duties that may be delegated to them by the Board of Directors are created as follows:

A. FINANCE COMMITTEE - The Finance Committee shall consist of two members elected by the Board of Directors and the Vice President of the corporation who shall serve as Chairman of this committee. It shall be the duty of the Finance Committee to prepare an operating budget for the corporation at the beginning of each fiscal year and to monitor all expenditures within the frame work of the approved budget.

B. RULES AND BY-LAWS COMMITTEE - The Rules and By-Laws Committee shall be composed of three or more stockholders in the corporation, one of whom shall be a director and designated as chairman. It shall be the duty of this committee to become familiar with the by-laws of the corporation and rules governing operation of the club, recommending changes in the rules and by-laws to the Board of Directors which shall present these proposals to the stockholders at the annual and/or special meeting for adoption.

C. HOUSE COMMITTEE - The House Committee shall consist of the Chairman, who shall be a member of the Board of Directors, appointed as provided by Article VI, Section 1, and a minimum of four members of the Club. The House Committee will consult with the General Manager and suggest procedure for orderly supervision of the work of the Club House employees and for all factors affecting the maintenance and operation of the Club House, including the control of the purchase of materials and supplies. It shall be responsible for planning and supervision of all Club social functions, keep informed regarding the desires of the membership and make recommendations to the Board of Directors. It will report any violations of the rights of members to the Board of Directors.

D. GROUNDS COMMITTEE - The Grounds Committee shall be composed of three or more members of the Club. The chairman shall be a member of the Board of Directors, appointed as provided in Article 6, Section 1. It shall be the duty of the Grounds Committee to consult with the General Manager with respect to keeping and maintaining the grounds in a neat and orderly fashion and to recommend changes in the physical condition of the grounds or the maintenance thereof to the Board of Directors. It will review grounds maintenance equipment needs with the General Manager and Golf Course Superintendent, reporting such requirements to the Board of Directors.

E. GOLF COMMITTEE - The Golf Committee shall be composed of three or more members of the Club, the Chairman to be designated as provided in Article VI, Section 1. The Chairman of the women’s golf committee and the golf professional shall serve as ex-officio members of this committee. It shall have general supervision of all golf tournaments to be held at the club, formulate an annual program of competition, including club championships and keep informed as to the desires and wishes of the members in the way of competitions and exhibitions and make recommendations to the Board of Directors.

F. MEMBERSHIP COMMITTEE - The Membership Committee shall consist of not fewer than five members, the Chairman to be designated as provide in Article VI, Section 1. It shall be responsible for procuring new members in sufficient volume to maintain the club as a strong and solvent organization. It shall compile lists of desirable prospective members, informing the Board of Directors of these prospects. It shall carefully examine the qualifications of each candidate for membership and make recommendations accordingly to the Board of Directors. All communications of the membership committee shall be confidential.

Section 2 - All committees, so named, shall hold office until their successors are duly appointed and qualified, unless sooner displaced.

Section 3 - The Board of Directors may by resolution or resolutions passed by a majority of a quorum empower any standing committee or committees or any other committee or committees to act in any capacity in the exercise of the powers of the Board of Directors in the management of the business and affairs of the corporation.

Section 4 - The President shall have the power to create and dissolve such other committees as may from time to time appear necessary to the operation of the corporation

Section 1 - The annual meeting of the stockholders for the election of Directors and the transaction of such other business as may properly come before the meeting shall be held in February of each year at the office of the corporation or at such place as notice may direct in Pass Christian, Mississippi. The date, time and place of the meeting shall be designated in the notice sent to stockholders. Purposes for which the annual meeting is to be held, additional to those prescribed by law, by the Charter of Incorporation and by the by-laws may be specified by resolution of the Board of Directors or by a writing filed with the Secretary, signed by the President or by a majority of the Directors or by stockholders who hold at least one-tenth part interest in the capital stock outstanding and entitled to vote at such meeting.

Section 3 - For the elections of Directors, the polls shall open not less than two hours before the meeting and shall close at the hour which the stockholders’ meeting commences. The Chairman of the election committee may convene his committee no more than three hours prior to commencement of voting for the purpose of validating proxy votes.

Section 4 - Parliamentary procedure at all meetings of the stockholders and the Board of Directors shall be governed by the latest edition of Roberts’ Rules of Order except as otherwise herein provided.

Section 5 - Special meetings of the stockholders may be held at such place and for such purpose as shall be specified in a call for such meeting made by a resolution of the Board of Directors, or by a writing filed with the Secretary and signed by the President or by a majority of the Directors or by stockholders who hold at least one tenth part in interest of the capital stock outstanding and entitled to vote at such meeting.

Section 6 - Except where some other notice is required by law or by the Charter of Incorporation, a written or printed notice of each meeting of stockholders, stating the place, day and hour thereof and the purposes for which the meeting is called shall be given by or under the direction of the Secretary at least seven days but not more than twenty days before the date fixed for such meeting, to each stockholder entitled to vote at such meeting of record at the close of business on the day fixed by the Board of Directors as a record date for the determination of the stockholders entitled to vote at such meeting, or if no such date has been fixed of record at the close of business on the day next preceding the day on which notice is given, by leaving such notice with him or at his residence or usual place of business or by mailing it, postage prepaid and addressed to him at his post office address as it appears upon the books of the corporation. In case of the death, absence, incapacity or refusal of the Secretary, such notice may be given by a person designated either by the Secretary or by the Board of Directors. A waiver of such notice in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such notice. Notice of any meeting of stockholders shall be deemed to have been given to any person who may become a stockholder of record after such mailing of such notice and prior to such meeting. Except as required by statute, notice of any recessed meeting of the stockholders shall not be required.

Section 7 - At any meeting of the stockholders, a majority in interest of all stock issued and outstanding and entitled to vote upon a question to be considered at the meeting shall constitute a quorum for the consideration of such question, but a less interest may recess any meeting from time to time, and the meeting may be held as recessed without further notice. A quorum is defined as at least 20% of all stockholders. When a quorum is present at any meeting, a majority of the stock represented thereat and entitled to vote shall, except where a larger vote is required by law, by the Charter of Incorporation, or by these by-laws, decide any question brought before such meeting.

Section 8 - Except as otherwise provided in the Charter of Incorporation and subject to the provisions of Article X, Section 3 of these by-laws, each stockholder shall at every meeting of the stockholders, be entitled to one vote in person or by proxy, for each share of capital stock held by such stockholder; and in all elections for Directors of the corporation every stockholder shall have the right to vote in person or by proxy, the number of shares of stock owned by him, for as many persons as there are Directors to be elected or to cumulate said shares, so as to give one candidate as many votes as the number of Directors, multiplied by the number of his shares of stock shall equal, or to distribute them on the same principle among as many candidates as he shall see fit; but no proxy shall be voted on after one year from its day, and except where the transfer books of the corporation shall have been closed or a date shall have been fixed as a record date for the determination of the stockholders entitled to vote, as in Article X, Section 3, of these by-laws provided, no share of stock shall be voted on at any election for Directors which shall have been transferred on the books of the corporation within twenty days next preceding such election of Directors. Persons holding stock in a fiduciary capacity shall be entitled to vote the share so held, and persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the corporation he shall have expressly empowered the pledgee to vote thereon, in which case only the pledgee or his proxy may represent said stock and vote thereon.

Section 9 - Proxies: Proxies returned by the stockholders should have directions as to how said votes shall be cast for Directors or other proposals that may be submitted with the proxy. In the event a proxy is not so designated, the Board of Directors of the Corporation is to cast the total vote it contains equally divided among all candidates nominated for Directors and in accord with recommendations of the Board of Directors in the case of other proposals. Proxies shall be returnable to the Secretary of the Corporation, unless otherwise designated and shall remain unopened until delivered to the Chairman of the Election Committee at his or her request prior to the opening of the polls on date of annual meeting and election.

Section 10 - The Board of Directors may, in advance of any annual or special meeting of the shareholders, prescribe additional regulations concerning the manner of execution and filing of proxies and the validation of the same, which are intended to be voted at any such meeting, together with any other regulations which are deemed necessary for the conduction of the election of directors.

Section 1 - The amount of the capital stock shall be one thousand three hundred (1,300) common shares of one hundred dollars (100.00), par value each.

Section 2 - Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of the corporation, by the President and the Secretary of the corporation, certifying the number of shares owned by him in the corporation.

Section 3 - Shares shall be transferable in conformity with the Uniform Stock Transfer Act, and in the following manner: Shares shall be transferable only on the books of the corporation by assignment in writing, by the owner thereof, his attorney legally constituted or his legal representatives, upon surrender and cancellation of the certificate or certificates thereof. The capital stock of the corporation shall be transferred only upon the books of the corporation. The holder of a share or shares of capital stock may not make a transfer of said share or shares binding upon the corporation until said share or shares have been first offered for sale to the corporation. The offer to sell shall be in writing, shall give the price fixed by the holder, and the name and address of the person to whom it is to be sold, given or transferred (in the event the corporation shall not exercise its option to purchase) and shall have thirty (30) days after its next regular Board of Director’s meeting following receipt of said offer by the Secretary within which to act on said offer. If the corporation, through its Board of Directors, elects not to purchase said stock, it shall have sixty (60) days from the date of its election to assign said offer in whole or in part to the stockholders of the corporation on an equitable basis to be decided by the Board of Directors. The foregoing restrictions can be waived in whole or in part as to the sale or transfer of a single share of capital stock by the execution in writing of a waiver signed by the President and two (2) officers of the corporation. The ownership of a share or shares of stock shall vest no right in the holders to active membership in the Pass Christian Isles Golf Club.

Section 4 - The Board of Directors shall have power to close the stock transfer books of the corporation for period not exceeding sixty (60) nor less than twenty (20) days preceding the date for the allotment of rights of the date when any change or conversion or exchange of capital stock shall go into effect; provided however, that, in lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding sixty (60) not less than twenty (20) days preceding any other of the above mentioned events; as a record date for the determination of stockholders entitled to notice of, and to vote at, any such meeting, or to any of such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock; and in such case such stockholders and only such stockholders shall be entitled to such notice of, and to vote at such meeting, or to receive such allotment of rights or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after such record date fixed as aforesaid.

Section 5 - In the case of the alleged loss or destruction of or the mutilation of a certificate of stock, a duplicate certificate may be issued in place there, upon such terms in conformity with law as the Board of Directors may prescribe, but only upon posting by the certificate owner or his agent of an indemnity bond covering the value of the alleged lost or destroyed or mutilated certificate.

The corporate seal of the corporation shall, subject to alteration by the Board of Directors, consist of a flat faced circular die with the words “Corporate Seal” together with the name of the corporation cut or engraved thereon. The corporate seal of the corporation may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 2 - Family: Man and wife and their fully supported unmarried children under the age of 21 years. They shall enjoy all the privileges of the clubhouse and the golf course for as long as they continue in good standing. Persons elected to membership in this classification after October, 1963, shall purchase one share of stock in the corporation or meet requirements designated in accord with Article 13, Section 4, “Stock Ownership”.

Section 3 - Single: Individual person unmarried or married with one golf player privilege. Privileges and requirements shall be the same as designated in Section 2.

Section 4 - Social: Man and wife and the fully supported children under the age of 21 years and unmarried, or single person 21 years of age and over. They shall be entitled to all privileges of the clubhouse for so long as they continue in good standing. They are privileged to play the golf course upon payment of the current fee charged for guests. Persons elected to membership in this classification after October, 1963, shall purchase one share of stock in the corporation or meet requirements designated in accord with Article 13, Section 4, “Stock Ownership”.

Section 5 - Temporary: Persons in this category are allowed the same privileges as for Family, Section 2, but not to exceed 3 months duration.

Section 6 - Honorary: Persons who, in the judgment of the Board of Directors, may be deserving of honorary membership by reason of special service rendered the Corporation or who may be desirable for any other suitable reason. Such persons may be elected only by unanimous vote of the Board of Directors. This status may be revoked by a majority vote of the Board of Directors.

Section 7 - Lifetime: Persons who, in the judgment of the Board of Directors, may be deserving of lifetime honorary membership by reasons of special service rendered the Corporation. Such persons may be elected only by unanimous vote of the Board of Directors. This status may not be revoked.

Section 8 - Inactive Member: Any dues paying member who resigns may be classified as an “Inactive Member” as long as he retains ownership of one or more shares of stock. A member may not return to active status without approval of the Board of Directors; a return to active membership would require payment of current dues upon re-entry, all assessments levied since going inactive, and pay any reasonable administrative charge required by the Board.

Section 9 - Junior Member: Individual persons under the age of 22 years who are full time students sponsored by a club member in good standing.

Section 1 - Application for membership shall be made on the standard application form provided by the Club, endorsed by two adult members who are personally acquainted with the applicant and accompanied by payments of dues for the next ensuing year as well as any assessment in effect at the time.

Section 2 - The application shall be presented to the membership committee which shall present its recommendation for approval or disapproval by the Board of Directors. Approval by a simple majority of a quorum of the Board shall be necessary for election to membership except as otherwise provided in these by-laws.

Section 3 - Notice of the candidate’s name, and the names of his endorsers shall be posted conspicuously in the clubhouse for at least 10 (ten) days before the Director’s meeting at which time application is to be presented.

Section 4 - Stock Ownership: Each person accepted as a member of the Club under Article 12, Section 2, 3, and 4, upon receiving notice of election shall place an order for the purchase of one share of stock of the corporation to be procured within one year from the date of election. The order will be place with the Pass Christian Isles Golf Club for handling through the corporations designated transfer agent. If during said year a member has been unable to purchase one share of stock, and has exhausted all efforts to that end, the member shall request the Board of Directors to review the case and establish an escrow account applicable to the future purchase of the stock. One share of stock procured in accord with this requirement must be retained during the tenure of membership.

Section 5 - Suspension and Expulsion: Any member may be denied access to the club house and facilities, and to all rights and privileges of the Club, or may be suspended or expelled for any one or more of the following offenses by a vote of a majority of the Board:

A. Failure to pay any dues or other indebtedness to the club within 90 (ninety) days after the same shall have become due and notice thereof given him (House accounts 60 (sixty) days). Names of such delinquent members must be posted conspicuously in the Clubhouse by the Secretary.

C. Any act, conduct or behavior unbecoming to a lady or gentleman, or which, in the opinion of the Board of Directors, is not in the best interest of the Club.

Section 6 - Complaints against an offending member, except under Section 3-A, shall be made in writing to the President of the corporation and a copy shall be furnished the accused who shall have an opportunity to be heard before the Board of Directors.

Section 7 - In intervals between regular meetings of the Board of Directors, the Treasurer or two other officers of the corporation shall be empowered to suspend or limit the credit of any member when such is deemed in the best interest of the corporation.

Section 8 - Any member suspended or expelled shall under no conditions be permitted on club property until accounts for which he is liable have been paid in full.

Section 9 - Reinstatement: Any person whose membership has been revoked for whatever reason may apply to the Board of Directors for reinstatement to membership. The application shall be accompanied by funds sufficient to cover all past indebtedness, and applicable assessment or penalty, and dues for one full year. In addition to the above, the reinstated member shall be required to comply with provision provided in Article XII.

Section 1 - Annual dues and all other fees for all classes of membership and for guests shall be fixed by the Board of Directors.

A. New members shall pay (1) the full initiation fee, (2) any assessments fixed for the current year, and (3) the annual dues applicable to his class of membership, on terms fixed by the Board of Directors. (Stock shall be purchased in accordance with Article XIII, Section 4, of the By-Laws.)

B. After one-half year of membership, dues may be paid quarterly, semi-annually, or annually, provided the member notifies the Secretary in advance of his intention.

Section 2 - Assessments may be made by the Board of Directors during any membership year for capital improvements subject to a maximum of $100.00 for any one year. Assessments in excess of $100.00 for capital improvements or in any amounts for other purposes may be made by majority vote of the capital stock represented at any regular or special meeting of the stockholders. The time for payment of all assessments shall be determined by the Board of Directors.

Section 1 - With the exception of annual dues and assessments all bills shall be rendered monthly at the direction of the Treasurer.

Section 2 - Statements are due and payable when rendered. Members more than sixty (60) days in arrears in the amount of ten (10) dollars or more, will have their names and amounts posted in the clubhouse and their membership privileges will be suspended. After ninety (90) days membership is automatically revoked without further action by the Board of Directors and such members shall be so notified by the Secretary.

Section 1 - Guests shall be allowed in the Clubhouse or on the Golf Course under the following circumstances:

4) Host Professional may extend playing privileges to other guests as the tee times availability allows.

Upon approval by the stockholders of the corporation, copies of these by-laws and any subsequent amendments thereto shall be posted for 30 days on the bulletin board of the clubhouse, and shall be available at the clubhouse at all times for inspection by members or stockholders. Rules governing conduct adopted by the Board of Directors or any committee thereof shall be similarly displayed.

These by-laws may be amended by a majority of ballots cast by stockholders in person or by proxy.

Adopted - May 1, 1952
Amended - April 5, 1954
Amended - November 14, 1965
Amended - January 15, 1967
Amended - January 21, 1968
Amended - January 20, 1974
Amended - January 25, 1976
Amended - March 4, 1979
Amended - February 15, 1981
Amended - February 7, 1982
Amended - February 14, 1984
Amended - February 16, 1992
Amended - February 12, 1995
Amended – February 20, 2000
Amended – February 29, 2004
Amended – June 12, 2005
Amended by Judicial Order – March 28, 2008