ORCHARD HILLS COUNTRY CLUB

ORCHARD HILLS COUNTRY CLUB

BYLAWS

(REVISED 02/08/2008)=

ARTICLE 1

(NAME, PURPOSE AND SEAL)

SECTION 1 NAME<= b> The name of this club is Orchard Hills Country Cl= ub, hereinafter, referred to in these bylaws as the Club or the Corporation.

SECTION 2 PURPOSE The purposes for which this club is formed are to provide a family center for the furtherance of sports and social activities= and to provide a Club House, Club Grounds, Golf Course and other facilities for= the benefit of the Members of the Club.

SECTION 3 SEAL<= b> The official seal of the Corporation shall consis= t of a circle with the name “Orchard Hills Country Club” around the outer edge thereof and the word “Seal” in the center.

ARTICLE II

(MEMBERSHIP)=

SECTION 1 The number and classification of members or the membership at large may be fixed, together with such limitations, rule= s, regulations, and changes as may be made with respect thereto, by the B= oard of Directors.

SECTION 2 MEMBERSHIP, DUES AND ASSESSMENTS All membership classifica= tions are for a full calendar year, January through December and renew from year to ye= ar unless an effective resignation is tendered as provided in Section 16, belo= w. If a member resigns his or her membership before the end of the calendar year, that member is responsible for the balance of their dues, the balance of any monthly minimum charges in the clubhouse, and also the balance of any capit= al assessments that are due for the remainder of the year.

Section 2.5 S= pecial Situations All memberships and privileges inc= lude spouses. If at any time durin= g a calendar year, a married couple gets legally divorced, the options are: If only one of the two remai= n at the Club, and if the remaining person is the stockholder, nothing needs to = be done. If the remaining person= is not the stockholder, an application must be filled out immediately and they must purchase stock. All moni= es paid can apply to that member’s account for the balance of that year = and all monthly billings will be the responsibility of that member. If both wish to remain at the club, nothing needs to be done to the stockholder and monthly billings will conti= nue for them. The other spouse mu= st fill out an application and apply for membership just as a new member. If accepted, the new member will be invoiced separately for all obligations, along with all applicable discounts for a new member.

SECTION 3 FULL MEMBERSHIP Full Membership shall consist of persons who have attained age 36 on or before January 1 of any given year of membership, and who do not qualify for any = of the other membership classifications outlined below. Full members and their spouses are entitled to all privileges and activities of the Club, including the power to vote, the right to be elected to the Board of Directors, and t= he right to hold office; provided there shall be only one (1) vote per members= hip to be cast as 1 vote as determined between the member and the member’s spouse; and further provided that no member and that same member’s sp= ouse may run for election to, and/or serve on, the Board concurrently. Full Club privileges and activities of the Club are extended to their spouses and to = unmarried dependent children of the member or member’s spouse up to age 22 whose permanent residence is with the member or member’s spouse or who are = full time students at a college or university who are enrolled in not less than = 12 hours of credits per term. A qualifying student shall provide reasonable pr= oof of student status as requested from time to time by the Board and failure to provide such proof shall result in disqualification from membership privile= ges. With respect to spouses and unmarried dependent children, participation in certain activities may be curtailed or circumscribed by specific Committee rules.

SECTION 4 JUNIOR MEMBERSHIP Junior Membership shall consist of persons through age 35 who have not attained age 36 by January 1 of any given membership ye= ar. Junior members, their spouses and children as described in Section 3 shall = have all rights and privileges attendant to Full Membership. Junior membership annual dues will= be set at 75% of full membership dues.

SECTION 5 SENIOR MEMBERSHIP Senior Membership shall consist of Members of any class of Membership (except Social and Non-Resident) who have reached age sixty-five (65) on or before January 1 of any given year of Membership. Qualified persons may elect this classification by applying in writing to t= he Board of Directors. Senior Members, their spouse and unmarried dependent children shall have all rights and privileges attendant to Full Membership. Senior membership annual dues will be set at 75% of full membership dues. <= /p>

SECTION 6 SOCIAL-CLUB MEMBERSH= IP Social Membership shall consist of persons of any age. They shall be entitled to full Clubhouse privileges for themselves, th= eir spouse and their unmarried dependent children, subject to the same regulati= ons and restrictions as Full Members. With the exception of golf and pool activities, Social Members shall have all privileges attendant to Full Membership.

SECTION 7 SOCIAL-POOL MEMBERSH= IP Social Pool Membership shall consist of persons of any age. They shall be entitled to full Clubhouse and Pool privileges for themselves, their spouse and their unmarried dependent children, subject to= the same regulations and restrictions as Full Members. Participation in golf activities is limited to five (5) times per year upon payment of current gu= est fees for the activities. With the exception of golf activities, Social Pool Members shall have all the rights and privileges attendant to Full Membersh= ip.

SECTION 8 NON-RESIDENT MEMBERS= HIP Non-resident Membership shall consist of persons = of all ages whose principle residence is 50 practical miles or more from the c= lub. Unless he or she first resigns, non-resident status will automatically terminate upon the member’s taking residence within said practical 50 miles for a continuous period of 14 days or more. At such time his or her membership status shall automatically convert to the appropriate resident status of membership with such member being obligated to pay the difference in dues, stock, initiation fees, minimum and assessments accruing from the date of conversion. Non-resident members shall own stock in the Cl= ub and vote, and may be elected to the Board of Directors and to hold office.<= span style=3D'mso-spacerun:yes'> Non-Resident membership annual due= s will be set at 85% of full membership dues.

SECTION 9 HONORARY MEMBERSHIP<= b> Honorary Membership shall consist of persons sele= cted by the Board of Directors, including those selected before the effective da= te of the Bylaws, whose loyalty and long term service to the Club is, in the s= ole discretion of the Board, deserving of Honorary Membership. Honorary Members shall be entitled to vote and may be elected to the Board of Directors and = hold office and shall in all other respects have all rights and privileges atten= dant to Full Membership. Honorary Members shall not be obligated for dues, assessments or minimum, but shall be obligated for all charges incurre= d by them, their guests or their family in connection with the exercise of membe= rship privileges. Honorary Membership shall not be bestowed unless that person or= his or her spouse has been a former Member for a period of twenty-five (25) yea= rs or more, and who has attained the age of sixty-five (65) years.<= /span>

SECTION 10 LEGACY MEMBERSHIP A legacy member is defined as a = son or daughter of an existing member in good standing, for a minimum of 10 years.= The initiation fee will be waived. = The dues, assessments, and minimums for a legacy member will coincide with the membership class they are joining (full, social, and etc).

SECTION 11 RECIPROCAL MEMBERSH= IP Reciprocal Membership consists of persons or Associations or other Clubs or Partnerships or business entities who wish to enjoy Membership privileges and who extend Membership to Orchard Hills in t= heir organization or business. Reciprocal Members shall not be obligated for due= s, assessments or minimum, but shall be obligated for all charges incurred by = them or their guests in connection with the exercise of Membership privileges. <= span style=3D'mso-spacerun:yes'> Reciprocal Members will not be enti= tled to own Stock in the Club or to vote, and may not be elected to the Board of Directors or to hold office. = The parameters of Reciprocal Membership privileges and terms shall be determine= d by the Board from time to time.

SECTION 12 TRANSFER OF STOCK= Shares of stock in the Corporation shall be non-transferable except to the Corporation.

SECTION 13 APPLICATION FOR MEMBERSHIP All applications for membership shall be on forms prescribed by and presented to the Board of Directors, which shall include = the applicant’s acknowledgement of receiving and reviewing a copy of these By-Laws and, if they are accepted to membership, that they agree to adhere = to the By-Laws and all rules of the Club. All applications shall be accompanie= d by payment of all initiation fees, dues, and stock fees appropriate for the particular membership status applied for. Acceptance shall require 3/4 of a Quorum of the Board acting thereon. Acceptance or rejection shall be at the discretion of the Board of Directors.

SECTION 14 INITIATION FEES. DU= ES. SPECIAL FEES. ASSESSMENTS. ETC. All fees for initiation, dues, special fees (green fees, cart fees, clubhouse minimums, etc.) and special assessments shall be fixed= at the discretion of the Board of Directors. Annual dues are payable on the fi= rst of the applicable month. Unpaid dues are subject to the same policy as other member accounts with regard to delinquency.

SECTION 15 PAST DUE. DELINQUENCIES, SUSPENSION=

= A. All member accounts with the Club, including those with the golf professional, which remain unpaid at the end of the month in which billed become past due. Accounts remaining unpaid at the end of the m= onth following the month billed shall become delinquent.

B.<= span style=3D'mso-tab-count:1'> The names and amounts due fro= m all members who are delinquent shall be posted as soon as monthly statements are prepared. No further credit shall be extended to a member who is delinquent= .

C.<= span style=3D'mso-tab-count:1'> On the 30th day of the month in whi= ch a member is posted as being delinquent, they shall be suspended. All rights to the use of the Club by the member, spouse, and family are terminated during= the period of suspension.

D.<= span style=3D'mso-tab-count:1'> The obligation of the Club to make payment to any shareholder for all or any portion of the shareholder’s equity in his stock in the event of his death, resignation, or suspension s= hall be subject to the right of the Club to setoff and deduct there from all amo= unts of every kind or nature owed by the member to the Club on the date of his termination of membership.

E.<= span style=3D'mso-tab-count:1'> Suspension which continues fo= r a period of 6 months automatically cancels membership and forfeits the stock = and all privileges of membership and such member and spouse may not hold office on,= and may not be elected to, the Board of Directors or offices thereof.

SECTION 16 RESIGNATION<= /u>

= A. Any member may resign from the Club by submitting= his or her notice in writing to the Board of Directors. The written request must be receiv= ed by 12/31 for the following year. Any resignation not received by 12/31 will subject the member to liability for payment of all dues, assessments, and minimums for the next calendar year.<= span style=3D'mso-spacerun:yes'> The purpose of this is so that the= Board of Directors may formulate a reliable budget for the following fiscal year.=

B.<= span style=3D'mso-tab-count:1'> Upon resignation, the member = is liable for all debts, dues and charges due the Club and for all assessments, special or otherwise, assessed by the Board of Directors for the entire cal= endar year in which the notice is given, whether assessed or incurred before or a= fter the tendered resignation and must be paid in full as billed in the same fas= hion as the remaining membership. = Resigned members shall not be eligible for any membership promotion discounts in initiation fee, dues, assessments or other charges for the two (2) years following their resignation, should such resigning member or their spou= se re-apply during that time for membership. Reapplication for membership may be made u= pon compliance with these conditions for consideration by the Board of Director= s.

C. = Any exceptions or limitations to the requirement of annual membership shall be granted only for demonstrated hardship as determined in the sole discretion= of the Board of Directors.

SECTION 17 LEAVE OF ABSENCE<= span style=3D'font-size:11.0pt;font-family:Arial'>

A.<= span style=3D'mso-tab-count:1'> Any Member may request a leav= e of absence, for a maximum period per request of one (1) year no more than once= in any five (5) year period, by submitting his or her request, in writing, to = the Board of Directors.

B.<= span style=3D'mso-tab-count:1'> The Board of Directors may gr= ant such request at its discretion but in no event will such a request be grant= ed unless all of the Member’s debts, dues and charges due the Club, as w= ell as all assessments, special or otherwise, are fully paid.=

C.<= span style=3D'mso-tab-count:1'> Upon receiving a leave of absence t= he Member shall not be required to pay dues or any other fees, except capital assessments, as set by the Board for the year during which the leave of abs= ence is granted.

= ARTICLE III<= span style=3D'font-size:11.0pt;font-family:Arial'>

= (MEMBERSHIP MEETINGS)

SECTION 1 PLACE= The place of any and all meetings of shareholders= of this corporation shall be fixed by the Board of Directors and be named in t= he notice of the meeting.

SECTION 2 ANNUAL MEETING OF SH= AREHOLDERS AND NOTICE

The annual meeting of sharehol= ders shall be held on the first Thursday after the first Monday in February of e= ach year. Written notice shall be mailed by regular mail to each person entitle= d to vote at least five days before the meeting.

SECTION 3 DELAYED ANNUAL MEETI= NG If for any reason the annual meeting shall not be held at the time designated, it may be called on five days written notice served on each shareholder by regular mail, and held as a special meeting, = and the proceeding will be the same as at an annual meeting.<= /p>

SECTION 4 SPECIAL MEETINGS OF SHAREHOLDERS

A sp= ecial meeting of the shareholders ma= y be called by the President or by a majority of the Board of Directors or by a group of at least ten percent of the shareholders entitled to vote. A notice similar to that required for an annual meeting will be issued setting forth= the time, place, and purpose of the meeting.

SECTION 5 NOTICES All written notices given in pursuance of these bylaws shall bear the signature of the President or Secretary or shall be u= nder the name of “The Board of Directors” and shall be deemed to be served when same has been deposited in the mail with postage prepaid and addressed to the member at the last address on the records of this Corporat= ion or by e-mail to the last known e-mail address of the member, provide the me= mber has specifically authorized the Club to give notice to them by e-mail.=

SECTION 6 FISCAL YEAR The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year.

SECTION 7 QUORUM OF SHAREHOLDE= RS Forty shareholders present in person or by proxy shall constitute a quorum of any meeting of shareholders, duly called and noticed under the terms of these By-Laws.

SECTION 8 VOTING, ELECTIONS,= AND PROXIES

A.<= span style=3D'mso-tab-count:1'>   Each shareholder shall have o= ne vote on all questions presented for action at any meeting of shareholders a= nd for the annual election of Directors as provided by Article V Section 8.

B.<= span style=3D'mso-tab-count:1'>   No proxy or ballot shall be v= alid unless in writing signed by the shareholder and filed with the Secretary.

C.<= span style=3D'mso-tab-count:1'> The President or presiding officer = at the annual meeting shall appoint two or more shareholders to be judges of any matters to be voted upon at the annual meeting and they shall receive and c= ount the ballots cast on such question and report the results thereof to the presiding officer.

D.<= span style=3D'mso-spacerun:yes'>   Any action which requires th= e vote of the shareholders under these By-Laws may be accomplished without a meeti= ng by a ballot of the membership in the same fashion as for the election of Directors provided in Article V, Section 8 and the result of any such ballot shall take immediate effect or as otherwise provided in the ballot question. Any such question t= o be put to ballot of the membership may be called by Board action or by petitio= n of the membership signed by at least ten percent of the shareholders entitled = to vote at such time.   Any = such ballot shall be noticed to the membership at large within 35 days of being = called, with ballots to be returned and received by the club office manager (at the business office at the Club House) within 31 days after sending such notice.   The ballot noti= ce shall fairly and clearly state the question presented and shall give approp= riate voting options to be selected, marked, and attested, as the official ballot= to be returned to the Club for tallying.

= ARTICLE IV

= (POWER TO BORROW MONEY)

=

SECTION 1 The Board of Directors shall have full power and authority to borrow money whenever, in the discretion of the Board, the exercise of said power is required to promote the general interests of this Corporation; and in such case the Board of Directors may authorize the prop= er Officers of this Corporation to execute such Notes, Bonds and other evidenc= e of indebtedness as said Board shall deem proper; provided however, that no money shall be borrowed or commitment incurred in excess of One Hundred Tho= usand ($100,000.00) Dollars unless authorized by a vote of two-thirds (2/3) of the Shareholders entitled to vote at an Annual or Special Meeting or ballot of the Shareholders and said $100,000.00 limitation shall be a cumulative limitati= on so that not more than $100,000.00 debt or commitment (other than the real estate Mortgage now existing or the refinancing of any existing mortgage indebtedness from time to time) shall be incurred without Shareholder appro= val as above provided. It is further provided that the Board of Directors shall= not seek such Shareholder approval without three-quarters (3/4) affirmative vot= e of all Board Members then holding office. This Article IV shall not be amended except by a vote of a majority of the Shareholders (51%) entitled to vote a= t an Annual or Special Meeting or ballot of Shareholders.

ARTICLE V

(DIRECTORS)<= /b>

SECTION 1 The business, property, and affairs of the Corporation shall be managed by a Board of Directors composed of nine shareholders or their spouses entitled to vote and to be elected to office, subject to the limitation of Article II, Section 3. Each year there shall be elected three directors as provided in Section 8 below who shall serve for a three-year term. The directors whose terms do not expire during the current year shall serve during their unexpired term.

SECTION 2 VACANCIES= The Board shall have the power to fill any vacanc= y on the Board of Directors and in any office occurring from any reason whatsoev= er. Such appointments shall continue until expiration of the term in office for which the appointment is made.

SECTION 3 LOCATION OF DIRECTOR= S MEETINGS Meetings of the Directors will be held at the Clubhouse or at such other place as may be designated from time to time by = the President.

SECTION 4 REGULAR DIRECTORS ME= ETINGS Regular meetings of the Board of Directors will be held at such times and places as the Board may designate. Any Director who = is absent from three consecutive regular meetings without an excuse or excuses satisfactory to and accepted by a majority of the other members of the Board will automatically forfeit his directorship and a new Director will be appointed as provided in these Bylaws. Notice of regular meetings of the Bo= ard of Directors need not be given, but any member or spouse of a member may at= tend any Board meeting and may also address the Board at the member participation portion of the agenda but the time reserved for any such member or member’s spouse may not exceed five (5) minutes or as may be set by t= he President at the beginning of the meeting.

SECTION 5 SPECIAL DIRECTORS ME= ETINGS A special meeting of the Board o= f Directors will be held whenever called by the President, or if he is absent or unable or refuses to act, by the = Vice President, or by any three Directors. Each Director will be notified at lea= st two days before the day on which such special meeting is to be held. Special meetings may be closed to attendance by the membership and spouses at the direction of the President = or upon majority vote of the Directors present at such special meeting.

SECTION 6 QUORUM A majority of Directors in offic= e at the time shall constitute a quorum. Every act or decision done or made by a majority of the Directors in office and present at a meeting duly held will= be regarded as an act of the Board of Directors; provided, however, that it sh= all require a 75% vote of the Directors in office at the time to seek authority= of the membership to incur debt as provided in Article IV of these bylaws.

SECTION 7 ACTION BY UNANIMOUS WRITTEN CONSENT If an= d when the Directors shall unanimously consent in writing to any action, it should= be taken as though it had been authorized at a meeting of the Board of Directors. This Section may be met by a circu= lation of e-mail replies among the Directors.

SECTION 8 NOMINATIONS AND ELEC= TION TO BOARD OF DIRECTORS. At t= he annual meeting held on February 6, 2003, the membership approved a change of the time for election of board members from the annual meeting for the upco= ming year to September of the present year.   The Board determined that wi= th this change the terms of the Board of Directors would better coincide with = the calendar year.   The Boar= d also determined that this would give newly elected board members two monthly meetings (November and December) to become acclimated to the workings of th= e Board. Candidates for any open terms on the Board must submit in writing, and be signed by them, a notice of their desire to seek one of the three year terms then open for election. The nominees shall submit their na= me by the end of September of the election year to either the President or the= Secretary of the Board or the club office manager. Ballots will be sent to the member= ship the first week of October and are to be returned by October 31 of the curre= nt year. The votes shall be counted by the club office manager and a member of= the board so designated by the board. The persons receiving a plurality of the = vote by the membership for the open positions on the Board will be declared elec= ted and will begin their elected term on January 1 of the next year and shall be entitled to attend the subsequent November and December meetings to vote for Board officers for the ensuing fiscal year. Nominations to the Board in any manner other than provided herein shall not be considered or voted upon.

SECTION 9 POWERS

A.   <= /span>The Board of Directors shall have general charge of the         affairs, property, and membership of the Club.

B.<= span style=3D'mso-tab-count:1'>   The Board of Directors shall = have all such powers as may be exercised by the Corporation subject to the statu= tes of the State of Michigan, the laws of the United States of America, the Art= icles of Incorporation, as same may be amended from time to time, and these Bylaw= s as same may be amended from time to time, including but not limited to the following:

1. = To purchase and pay by whatever means deemed necessary for the Corporation wit= hin the financial ability of the Club as determined by a majority vote of the Directors and in keeping with the intent to maintain operating and capital expenditures within budgets.

2.T= o make such assessments on the members as are expressly allowed or restricted by t= he Bylaws.

3.T= o set the initiation fees, deposits, and monthly dues for all classes of membersh= ips.

4 To elect, reprimand, suspend, and expel members in accordance with the rules a= nd regulations contained in these Bylaws.

5.To adopt and amend rules for the use of the Club by members and guests and as = to the conduct of its members and guests while on the club property and fix penalties for violation of the Bylaws and such rules of conduct and use.

C.<= span style=3D'mso-tab-count:1'> The Board of Directors shall have t= he power to employ and discharge all personnel including all professional peop= le such as the golf professional, clubhouse manager, greens superintendent, bookkeeper and others it deems necessary to manage and operate the Clu= b, its properties, and activities. The Board may delegate the employment of non-professional personnel, but will establish guidelines as to the number,= and the employment and discharge terms for these positions as covered in Sectio= n D.

D.<= span style=3D'mso-tab-count:1'> The Board of Directors shall have t= he power to establish contracts, fix salaries and wages, establish incentive a= nd benefit plans, and other items and conditions of any discharge of employees= .

E.<= span style=3D'mso-tab-count:1'>   The Board of Directors, as wi= ll be constituted for the upcoming fiscal year, after election under Article V, Section 8, shall have the power to elect the following officers from among = its own members to serve for a term of one year: President, Vice President, Secretary and Treasurer, the latter of whom may be elected from the members= hip at large.   Such election= of officers shall occur at the November or December regular Board Meeting for = the following year. Only Director= s of the Board as it will be constituted in the upcoming fiscal year (including those newly elected Directors from the preceding October election and not t= hose retiring Directors) may vote for such officers.

F.<= span style=3D'mso-tab-count:1'>   The Board of Directors shall = have the power to establish such committees as it deems necessary for the effici= ent operation of the Club and its activities and to appoint chairmen of such committees.

= ARTICLE VI

= (OFFICERS)

=

SECTION I OFFICERS<= /b>

A.  = ; The officers of the Board of Directors shall consist of a President, Vice President, Secretary, and Treasurer.

B.<= span style=3D'mso-tab-count:1'>   No officer shall hold more th= an one office.

C.<= span style=3D'mso-tab-count:1'> All officers shall be elected for a= term of one year.

SECTION 2 DUTIES OF OFFICERS

A.<= span style=3D'mso-tab-count:1'>   The President shall:

= 1.&n= bsp;     Be the chief executive officer of the Board and shall preside at all meetings = of the membership and Directors.

= 2.&n= bsp;     See that appropriate committees are established and that capable chairmen are appointed.

= 3.&n= bsp;     See that all orders of the Board of Directors are carried out and put into effe= ct.

= 4.&n= bsp;     Execute all contracts, membership certificates, deeds, mortgages, and other instruments or agreements authorized to be executed by the Board of Directo= rs.

B.<= span style=3D'mso-tab-count:1'>   The Vice President shall be v= ested with all the powers and be required to perform all the duties of the Presid= ent in the event of the absence of the President or during his disability and s= hall perform such other and further duties as may be assigned to him from time to time by the President or the Board of Directors.

C.<= span style=3D'mso-tab-count:1'> The Secretary shall:

= 1.Act as clerk of all meetings of the membership and the B= oard of Directors.

= 2. <= /span>   Keep an accurate accoun= t of all business transacted at such meetings.<= o:p>