ORCHARD HILLS COUNTRY CLUB

BYLAWS

(REVISED March 2, 2011)

ARTICLE 1

NAME, PURPOSE AND SEAL

SECTION 1 – NAME. The name of this club is Orchard Hills Country Club, 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. The official seal of the Corporation shall consist of a circle with the name “Orchard Hills Country Club Est. 1915” around the outer edge thereof and the logo in the center.

ARTICLE II

MEMBERSHIP

SECTION 1. The number and classification of members shall be fixed, together with such limitations, rules, regula­tions, and changes as may be made with respect thereto, by the Board of Directors, or as established by these Bylaws; provided, notwithstanding any other provision of these Bylaws to the contrary, there shall be two (2) major classes of membership, as established by the Articles of Incorporation of the Orchard Hills Country Club, being “A Class” shares, for equity owner members, comprising various golf membership classifications, and “B Class” shares, for participating members, comprising various non-golf membership classifications. Each of the two major classes of membership may contain such classifications with such rights and privileges as may be exercised by the members of each respective classification as determined by the Board of Directors from time to time. All memberships include spouses and all immediate family members within the family of the member. “Immediate family member” includes any unmarried, financially dependent child of the member or the member’s spouse, up to and including age 26 years, whose permanent residence is with the member and member’s spouse, or who is a full time student at a college or university who is enrolled in not less than 12 credit hours per term; but is otherwise any child of a member until the end of the membership year in which the child graduates from high school, or attains age 19 years, whichever later occurs. A qualifying student shall provide reasonable proof of student status as requested from time to time by the Board of Directors and failure to provide such proof shall result in disqualification from membership privileges. With respect to spouses and unmarried dependent children, participation in certain activities may be curtailed or circumscribed by specific committee rules.

SECTION 2 — MEMBERSHIP, DUES AND ASSESSMENTS. All member­ship classifications are for a full calendar year, January through December and renew from year to year unless an effective resignation is tendered as provided in Section 13, below. 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, the balance of any capital assessments that are due for the remainder of the year, and any other applicable fees that may be in effect for the particular membership year, and all charges incurred by the Member, their family, and their Guests.

Section 2.1 — Special Situations. If at any time during a calendar year, a married couple is legally divorced or a judgment of separate maintenance is entered, the options are: (1) If only one of the two spouses remain at the Club, and if the remaining spouse is the “A Class” or “B Class” stockholder, nothing needs to be done; (2) If the remaining spouse is not the “A Class” or “B Class” stockholder, an application must be filled out immediately for the appropriate class and classification of membership and processed for review by the Board. All monies previously paid that membership year apply to that member’s account and the balance of that membership account and all monthly billings will be the responsibility of the spouse who continues on that account or who is the new member. (3) If both spouses wish to remain members of the Club, nothing needs to be done regarding the stockholder and monthly billings will continue for them. The other spouse must submit an application and apply for membership 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 – “A CLASS” SHARES – GOLF MEMBERS. The following classifications shall be A Class share equity owner members, and are otherwise known as golf memberships:

3.1 — Full Membership. Full membership shall consist of natural persons who have attained age of 36 years on or before January 1 of any given year of membership and who pay the full dues, assessments, minimums and other fees attributable to and designated by the Board of Directors for Full membership. Full members, their spouses and immediate family members are entitled to the enjoyment of all rights, privileges, facilities, and activities of the Club, including the power to vote on all matters regarding governance and conduct of the business of the Club, the right to be elected to the Board of Directors, and the right to hold office as an officer of the Club; provided that there shall be only one (1) vote per membership on each matter, issue or election to be decided, to be cast as one (1) vote as determined between the member and the member’s spouse; and further provided, that no member and that same member’s spouse shall run for election to, or serve on, the Board of Directors concurrently, nor shall any child of a member or of a member’s spouse be eligible to serve as a Director.

3.2 — Junior Membership. Junior membership shall consist of natural persons through age 35 years who have not attained age 36 years by January 1 of any given membership year and who pay the full dues, assessments, minimums and other fees attributable to and designated by the Board of Directors for Junior membership. Junior members shall have all rights and privileges attendant to Full membership. Junior membership initiation fees, annual dues, deposits, monthly dues, assessments, special assessments, and any other fees may differ from those of Full membership and other classifications of membership, and shall be set by the Board of Directors from year to year.

3.3 — Senior Membership (“Grandfathered” only for 2010 Members. Senior membership shall consist of only those golf members who were Full golf members, Junior golf members, Senior golf members, or Non-Resident golf members in good standing in the membership year 2010, regardless of their age in 2010, and who continuously remain a golf member (regardless of subsequent classification but who must be an A Class shareholder) in good standing, and who has reached age 65 years on or before January 1 of any given year of membership, and who pays the full dues, assessments, minimums and other fees attributable to and designated by the Board of Directors for Senior membership. Intervening membership as a Social, Social/Pool, Corporation or Student or other B Class participating member shall not constitute membership for the continuity required to retain or gain Senior membership status, but continuity may be maintained for such eligibility for those members otherwise qualifying under the terms of this Senior membership provision by a Leave of Absence under Section 14 below. Qualified members may elect this classification by applying in writing to the Board of Directors. Senior members shall have all rights and privileges attendant to Full membership. Senior membership annual dues for those who qualify under the requirements of this grandfathered Senior membership classification must be set at 75% of Full membership dues. Senior membership annual dues, minimum spending, deposits, monthly dues, assessments, special assessments, and any other fees may differ from those of Full membership and other classifications of membership, but shall not exceed those of any other A Class membership classification, and shall be set by the Board of Directors from year to year.

Any other individual who was not a member in good standing in 2010 under the terms here provided shall not be eligible for this Senior membership status. Any other members over age 65 years shall be members under the other classes and classifications available under these By-laws.

3.4 — Non-Resident Membership. Non-resident membership shall consist of natural persons of all ages whose principal residence is 50 practical miles or more from the Club and who pay the full dues, assessments, minimums and other fees attributable to and designated by the Board of Directors for Non-resident membership. Unless he or she first resigns, Non-resident status will automatically terminate upon the member taking up residence within said practical 50 miles for a continuous period of 14 days or more. Individuals who have a second residence which is not their legal residence or domicile within 50 practical miles of the Club (such as, for example, a summer cottage or vacation home), may qualify for Non-resident membership status so long as their principal legal residence or domicile is 50 practical miles or more from the Club. The location of the principal place of employment of the Non-resident member or member’s spouse shall be taken as prima facie evidence of the location of the member’s principal legal residence or domicile, in comparison with any second home.

At such time as a Non-resident member’s status fails to qualify within these requirements, the Non-resident membership status shall automatically convert to the appropriate resident status of member, with such member being obligated to pay the difference in dues, initiation fees, minimums, assessments, and other fees accruing from the date of conversion. Non-resident members shall have all rights and privileges attendant to Full membership. Non-resident member initiation fees, annual dues, deposits, monthly dues, assessments, special assessments, minimums and any other fees may differ from those of Full membership and other classifications of membership, and shall be set by the Board of Directors from year to year.

3.6 — Honorary Membership. Honorary membership shall consist of persons selected by the Board of Directors, including those selected before the effective date of the 2011 Amendment to the Articles Incorporation of the Corporation and before the effective date of these Bylaws, whose loyalty and long time service to the Club is, in the sole 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 attendant to Full membership. Honorary members shall not be obligated for dues, assessments or mini­mum spending, but shall be obligated for all charges incurred by them, their family, and their Guests in connection with the exercise of membership 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) years or more, and has attained the age of sixty-five (65) years.

Should a member elect to accept Honorary membership status, their continuing year to year accrual of A Class shares (equity ownership shares) thereafter shall no longer continue to accrue year by year, but they may retain those already accrued.

SECTION 4 –“B CLASS” SHARES–PARTICIPATING MEMBERS.

The following classifications shall be “B Class” share participating members:

4.1 — Social Membership. Social membership shall consist of natural persons of any age who pay the full dues, assessments, minimums and other fees attributable to and designated by the Board of Directors for Social membership. They shall be entitled to full Clubhouse privileges, subject to the same regulations and restrictions as Full members. Social members (member and spouse, each respectively) are entitled to participate in golf activities on two (2) occasions per year upon payment of then current guest, cart, and other fees for the activities engaged.

Social membership initiation fees, annual dues, deposits, monthly dues, assessments, special assessments, and any other fees, may differ from those of full membership and other classifications of membership, and shall be set by the Board of Directors from year to year.

4.2 — Social-Pool Membership. Social Pool membership shall consist of natural persons of any age who pay the full dues, assessments, minimums and other fees attributable to and designated by the Board of Directors for Social-Pool membership. They shall be entitled to full Clubhouse and Pool privileges, subject to the same regulations and restrictions as Full members. Participation in golf activities is allowed, but limited to five (5) times per year (for member and spouse each, respectively) upon payment of current Guest, cart, and other fees for the activities engaged. Social-Pool membership initiation fees, annual dues, deposits, monthly dues, assessments, special assessments, and any other fees may differ from those of Full membership and other classifications of membership, and shall be set by the Board of Directors from time to time.

4.3 — Corporate Membership. Incorporated business entities with four (4) or more full time employees may apply for a Corporate membership with annual dues to be set by the Board of Directors, which membership entitles the employees of the corporate entity to enjoy unlimited use of the Clubhouse for corporate lunches, entertainment, meetings, and the like. This membership classification shall be a “B Class” share participating membership without issuance of equity ownership stock. This membership also includes twenty (20) rounds of golf, with open play except during scheduled events (with no additional greens fees); provided, no one individual employee from the corporate member shall be entitled to use more than five (5) of the twenty (20) allocated rounds per year. Other charges, including use of carts or Guest fees, shall be on a pay for play or as incurred basis. The particulars of the dues, minimum spending, assessments, and other fees, and privileges granted, and the availability of the classification from year to year, shall be determined by the Board of Directors.

4.4 — Student Membership. Any high school or active college student under age 25 years, upon application to and by approval of the Board of Directors, may obtain golf, Clubhouse, pool and other Club privileges upon fees and assessments as determined by the Board of Directors from time to time without being a child of a current member.

4.5 — Election to Board of Directors. Social, Social-Pool, Corporate, and Student members may be elected to the tenth (10^th) Board of Directors position for representation on the Board for participating members.

SECTION 5 — 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. Any initiation fee will be waived. The annual dues, deposits, monthly minimums, special assessments and any other fees for a Legacy member will coincide with the Class and classification of the membership they are joining (Full, Junior, Non-resident, Social, Social-Pool, etc).

SECTION 6 — RECIPROCAL MEMBERSHIP. Reciprocal membership consists of persons or Associations or other Clubs or Partnerships or business entities who wish to enjoy Club membership privileges and who extend their Club privileges to members of Orchard Hills in their organization or business. Reciprocal members shall not be obligated for assessments or minimum spending, but shall be obligated for all charges incurred by them or their Guests who must accompany them in connection with the exercise of membership privileges. Reciprocal members are not entitled to own stock in the Corporation, may not vote, and may not be elected to the Board of Directors or hold office. The parameters of Reciprocal membership privileges, terms, and fees, if any, shall be determined by the Board from time to time.

SECTION 7 – PROFESSIONAL MEMBERSHIP. The Board of Directors may, from time to time, deem it advantageous to exchange membership privileges, on a year to year basis, to individuals in exchange of a credit for dues for goods or services to be provided by the individual so engaged. This arrangement, to be determined in the sole discretion of the Board of Directors, shall be a Professional membership. Professional members shall be responsible for payment of other deposits, assessments, special assessments, and any other fees as shall be set for each particular Professional membership exchange as agreed upon between the Professional member and the Board of Directors at the initiation of such Professional membership. Professional members shall not be entitled to, or be issued, A Class shares as an equity owner, although a Professional member may be granted golf privileges as well as any other privileges of membership as part of their Professional membership as agreed between the Professional member and the Board at the initiation of the Professional membership. Professional memberships are only for the membership year, or portion of the membership year, agreed upon. Professional members may not vote except as a B Class shareholder, participating member, having one (1) vote for the election of the one (1) Director to the Board of Directors on an annual basis for the term of one (1) year and shall not otherwise hold voting power for ballots or elections that come before the membership for governance and operation of the Club.

SECTION 8 — GUESTS. Any person who is not qualified within any of the foregoing member classifications of Sections 3, 4, 5, 6, and 7, above, is a Guest when using any of the Club’s facilities and must be hosted by a member. The member is financially responsible for all charges incurred by or on behalf of the host’s Guests. No Guest may play golf on more than five (5) occasions per year regardless of the number or identity of different host members for that Guest. Members may not be a Guest of any other member.

SECTION 9 — STOCK AND TRANSFER OF STOCK. A Class shares, being equity ownership shares, shall be issued only to golf classification members. One (1) share shall be issued per year for each year of membership for the equity ownership stockholding classifications, being of the golf class of membership. Such shares shall be accumulated from year to year for such equity ownership shareholders to determine the relative longevity of ownership, which shares shall determine the respective ownership of the Corporation in the event of dissolution, liquidation, and wind up of the Corporation. A Class shares of the stock of the Corporation are non-transferrable (except to the Corporation in the event of dissolution, liquidation and wind up of the Corporation) and are not alienable or devisable and may not be inherited or gifted or otherwise transferred. A Class shares shall pay no dividends, nor shall any A Class shareholder be entitled to any portion of the earnings of the Corporation, except in the event of the dissolution, liquidation, and wind up of the Corporation. A Class shares may be retained by a resigning member but the rights to use of the Club’s facilities terminates due to resignation and the rights and privileges of such A Class share ownership is strictly personal to the shareholder and are without redemption rights except in the event of the dissolution, liquidation, and wind up of the Corporation.

B Class shares are a certification of the right of participation in the Club’s non-golfing activities from year to year, without accumulation or value, other than for the membership year issued and such B Class shares shall be issued as participating shares only to non-golf classification members (Social, Social-Pool, Student, Corporate, and the like), and to any Professional member even though the Professional member may also have golf privileges under their agreement of exchange with the Board. B Class shares are non-transferrable and non-redeemable by the Corporation and are not alienable or devisable and may not be inherited or gifted or otherwise transferred. B Class shares shall pay no dividends nor shall any B Class shareholders be entitled to any portion of the earnings of the Corporation and are not entitled to receive any distribution from the Corporation in the event of dissolution, liquidation, and windup of the Corporation.

SECTION 10 — 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 that the applicant has received and reviewed 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 accompanied by payment of all initiation fees, dues appropriate for the particular membership status and other fees as determined by the Board of Directors. 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. If membership is not accepted by the Board, all such fees paid with the applications shall be forthwith refunded.

SECTION 11 — INITIATION FEES, DUES, FEES, ASSESS­MENTS, ETC. All fees for initiation, dues, fees (green fees, cart fees, clubhouse minimums, etc.) and regular, capital, and special assessments and all other charges or fees shall be fixed at the discretion of the Board of Directors from year to year. Annual dues, all assessments and all charges incurred by any member are billed for the month in which they are incurred and are payable on the first of the following month. Unpaid dues are subject to the same policy as other member accounts with regard to delinquency.

SECTION 12 — PAST DUE. DELINQUENCIES, SUSPENSION.

A. All member accounts with the Club are billed within the first ten (10) days of the month following the month in which the charge is incurred and are due for payment in full on the last day of the month in which the bill is issued. All membership accounts with the Club, including those with the golf Professional, which remain unpaid at the end of the month in which billed, are past due. Accounts remaining unpaid at the end of the month following the month billed are delinquent.

B. The names and amounts due from all members who are delinquent shall be posted. No further credit shall be extended to a member who is delinquent.

C. On the 30th day of the month in which a member is posted as being delinquent, they shall be suspended. All rights to the use of the Club by the member, spouse, family, and Guests are terminated during the period of suspension.

D. Suspension which continues for a period of six (6) months automatically cancels participating membership (“B Class” stock) and all Club privileges for equity owner shares (A Class stock) for that membership year and also constitutes a forfeiture of any equity ownership stock (“A Class” shares) accumulated prior thereto. All privileges of membership of either Class of stock are lost and such member and spouse may not hold office on, and may not be elected to, the Board of Directors or offices thereof.

SECTION 13 — RESIGNATION

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 received 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 and other applicable charges for the next calendar year. The purpose of this is so that the Board of Directors may formulate a reliable budget for the following fiscal year.

B. 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 calendar year in which the notice is given, whether assessed or incurred before or after the tendered resignation and must be paid in full as billed in the same fashion as if the resignation had not been tendered. Resigned members shall not be eligible for any membership promotional discounts in initiation fee, dues, assessments or any other fees or charges for the three (3) membership years following their resignation, should such resigning member or their spouse re-apply during that time for membership. Reapplication for membership may be made upon compliance with these conditions for consideration by the Board of Directors.

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 14 — LEAVE OF ABSENCE.

A. Any Member may request a Leave of Absence for a year at a time by submitting his or her request, in writing, to the Board of Directors.

B. The Board of Directors may grant such request at its discretion, but in no event shall such a request be granted unless all of the Member’s debts, dues and charges due the Club, as well as all assessments, special or otherwise, are fully paid. The Board of Directors may condition the approval of any such Leave of Absence upon such other reasonable terms, conditions, and fees as the Board of Directors determines in its sole discretion.

C. Upon receiving a Leave of Absence, the Member shall not be required to pay the ordinary and regular dues, minimum spending, regular or special assessments or other fees for the year during which the Leave of Absence is granted.

D. A Leave of Absence which is granted shall constitute membership for the purpose of continuity under Article II, Section 3.3.

E. A Leave of Absence granted to an A Class equity owner member shall not entitle such member to receive and accumulate an A Class share for the year for which the Leave of Absence is granted.

ARTICLE III

MEMBERSHIP MEETINGS

SECTION 1 — PLACE. All meetings of shareholders, being A Class shareholders (equity owner shareholders) and B Class shareholders (Participating members), of the Corporation, shall be held jointly and the time and place of any such meeting shall be fixed by the Board of Directors and be provided in the notice of the meeting.

SECTION 2 — ANNUAL MEETING OF SHAREHOLDERS AND NOTICE.

The annual meeting of shareholders, both A Class shareholders (equity owner shareholders) and B Class shareholders (participating members), shall be held on the first Thursday in February of each year. Written notice shall be mailed by regular mail to each member at least five (5) days before the meeting.

SECTION 3 — DELAYED ANNUAL MEETING. 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 member by regular mail, and held as a special meeting, and the proceeding will be the same as at an annual meeting.

SECTION 4 — SPECIAL MEETINGS OF SHAREHOLDERS.

Any special meeting of the shareholders (A Class shareholders (equity owner members) and B Class shareholders (participating members)) shall be held jointly and may 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 membership. A notice similar to that required for an annual meeting will be issued setting forth the time, place, and purpose of the meeting. The conduct of, and voting at, any special meeting shall be as that for the annual meeting.

SECTION 5 – NOTICES. All written notices given in pursuance of these By-laws shall bear the signature of the President or Secretary or shall be under the name of “The Board of Directors” and shall be deemed to be served when same has been deposited in the U.S. mail with postage prepaid and addressed to the member at the last address on the records of this Corporation or by e-mail to the last known e-mail address of the member, provide the member has authorized the Club to give notice to them by e-mail by providing a current e-mail address.

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 SHAREHOLDERS. Forty (40) A Class shareholders (equity owner members) 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. Each A Class shareholder (equity owner member) shall have one (1) vote on all questions presented for action at any meeting of shareholders and one (1) vote for each Director position for the annual election of Directors as provided by Article V Section 8. Each B Class shareholder (participating member) shall have one (1) vote only for the one (1) Director position for the representation of participating members on the Board of Directors. Participating members shall not have the right to vote on any other matters, including those regarding the administration, use, governance, or privileges of the Club, but may participate in the discussions upon which to be voted and may bring motions for action to be considered before the meeting of shareholders.

B. No proxy or ballot shall be valid unless in writing, signed by the A Class shareholder (equity owner member). and filed with the Secretary.

C. The President or presiding officer at the annual meeting shall appoint two or more A Class shareholders (equity owner members) to be judges of any matters to be voted upon at the annual meeting and they shall receive and count the ballots cast on such question and report the results thereof to the presiding officer.

D. Any action which requires the vote of the A Class shareholders (equity owner members) under these By-laws may be accomplished without a meeting by a ballot of the membership with notice and voting by return of ballot by delivery, US mail, courier service, facsimile, or email, and the result of any such ballot shall take immediate effect when the ballot results are certified by the Board or as otherwise provided in the ballot question. Those matters decided by this procedure, without a meeting, shall be by the same requirement of plurality, majority, or super majority vote as otherwise required by these By-laws. Any such question to be put to ballot of the membership may be called by Board action or by petition of the membership signed by at least ten percent of the shareholders entitled to vote on the matter in question at such time. Any such ballot shall be noticed to the membership at large no more than 28 days and no less than seven (7) days prior to the return date for the ballots. Ballots must be returned and received by the club office manager at the business office at the Club House as provided by the notice and, otherwise, in order to be counted in such balloting, must be received prior to the next Board of Directors meeting at which the ballot results or election is certified by the Board of Directors. The ballot notice shall fairly and clearly state the question presented and shall give appropriate 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 the Corporation; and in such case the Board of Directors may authorize the proper Officers of the Corporation to execute such Notes, Bonds, Mortgages and Security Agreements, and other evidence of indebted­ness and pledging of collateral as said Board shall deem proper; provided however, that no money shall be borrowed or commitment incurred in excess of One Hundred Thou­sand ($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 limitation 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 approval as above provided. It is further provided that the Board of Directors shall not seek such shareholder approval without three-quarters (3/4) affirmative vote of all Board Members then holding office. This Article IV shall not be amended except by a vote of a majority of the shareholders (50% plus one vote) entitled to vote at an annual or special meeting or ballot of shareholders.

ARTICLE V

DIRECTORS

SECTION 1. The business, property, and affairs of the Corporation shall be managed by a Board of Directors composed of ten (10) shareholders or their spouses entitled to vote and to be elected to office, subject to the limitations of Article II, Section 3 and Article III Section 8. Each year there shall be elected by the A Class shareholders 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. Each year there shall be elected by the B Class participating members one (1) Director as provided in Section 8 below who shall serve a term of one (1) year.

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

SECTION 3 — LOCATION OF DIRECTORS 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 MEETINGS. 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 or her directorship and a new Director will be appointed as provided in these Bylaws. Notice of regular meetings of the Board of Directors need not be given, but any member or spouse of a member may attend 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 the President at the beginning of the meeting.

SECTION 5 — SPECIAL DIRECTORS MEETINGS. A special meeting of the Board of Directors shall 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 least 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. The lesser of: (1) a majority of Directors in office at the time, or (2) 5 Directors, shall constitute a quorum. Every act or decision done or made by a majority of the Directors in office will be regarded as an act of the Board of Directors; provided, however, that it shall 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 WRITTEN CONSENT OF THE BOARD OF DIRECTORS. If and when three-quarters (3/4) the Directors then serving shall consent in writing to any action, it shall be taken as though it had been authorized at a meeting of the Board of Directors. This Section may be met by a circulation of e-mail replies among the Directors. All Directors shall be sent notice of such proposal either by personal service, US mail, courier service, facsimile, or e-mail.

SECTION 8 — NOMINATIONS AND ELECTION TO BOARD OF DIRECTORS. 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 by A Class equity owner members or for the one annually elected Director position by the B Class participating members. The nominees shall submit their name 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 membership the first week of October and are to be returned by October 31 of the current 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 highest number of votes by the membership for the open A Class shareholder positions on the Board and will be declared elected to fill the vacant positions, respectively, 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, except in the event the one (1) Board member position for B Class participating members is not filled by this election process, then it shall be filled by vote of B Class shareholders at the annual meeting of shareholders, and if not by such vote at the annual meeting, then by appointment by the balance of the Board of Directors.

SECTION 9 – POWERS.

A. The Board of Directors shall have general charge of the affairs, property, and membership of the Club.

B. The Board of Directors shall have all such powers as may be exercised by the Corporation subject to the statutes of the State of Michigan, the laws of the United States of America, the Articles of Incorporation, as same may be amended from time to time, and these Bylaws 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 within 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.To make such assessments on the members as are expressly allowed or restricted by the Bylaws.

3.To set the initiation fees, deposits, and monthly dues for all classes of memberships.

4 To elect, reprimand, suspend, and expel members in accordance with the rules and 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. The Board of Directors shall have the power to employ and discharge all personnel including all professional people such as the golf professional, clubhouse manager, greens superintendent, bookkeep­er and others it deems necessary to manage and operate the Club, 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 Paragraph D.

D. The Board of Directors shall have the power to establish contracts, fix salaries and wages, establish incentive and benefit plans, and other items and conditions of any discharge of employees.

E. The Board of Directors, as will 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 membership at large. Such election of officers shall occur at the November or December regular Board Meeting for the following year. Only Directors 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 those retiring Directors) may vote for such officers.

F. The Board of Directors shall have the power to establish such committees as it deems necessary for the efficient operation of the Club and its activities and to appoint chairmen of such committees.

ARTICLE VI

OFFICERS

SECTION I – OFFICERS.

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

B. No officer shall hold more than one office.

C. All officers shall be elected for a term of one year.

SECTION 2 — DUTIES OF OFFICERS.

A. The President shall:

1. Be the chief executive officer of the Board and shall preside at all meetings of the membership and Directors.

2. See that appropriate committees are established and that capable chairmen are appointed.

3. See that all orders of the Board of Directors are carried out and put into effect.

4. Execute all contracts, membership certificates, deeds, mort­gages, and other instruments or agreements authorized to be executed by the Board of Directors.

B. The Vice President shall be vested with all the powers and be required to perform all the duties of the President in the event of the absence of the President or during his disability and shall 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. The Secretary shall:

1. Act as clerk of all meetings of the membership and the Board of Directors.

2. Keep an accurate account of all business transacted at such meetings.

ARTICLE VII

LIABILITY OF DIRECTORS AND OFFICERS

SECTION 1. Any person, or their personal representative, who is made a party, or is threatened to be made a party, to any civil action, suit, or proceeding by reason of being or having been a director, officer, or employee of the Corporation may be indemnified by the Corporation against the expenses actually and reasonably incurred by him, including attorney’s fees, in connection with the defense of such civil action, suit, or proceeding, or in connection with any appeal therein, except in relation to matters as to which he is adjudged in such civil action, suit, or proceeding to be liable for negligence or misconduct in the performance of his duties to the Corpora­tion. Such right of indemnification shall not be deemed to be exclusive nor impair any other rights which such person may have apart from the provisions of this Section shall be fixed from time to time by the Board of Directors.

SECTION 2. The Corporation, at the direction, authorization, and approval of the Board of Directors, may purchase and maintain insurance on its behalf and on behalf of any person described in Section 1 of this Article against liability asserted against and incurred by any such person.

ARTICLE VIII

AMENDMENT OF BYLAWS

SECTION 1. These Bylaws may be amended from time to time by a majority vote of the total A Class shareholders (equity owner members), whether at a special or annual meeting of the membership of the Corporation or by a ballot of the membership as provided in Article III, Section 8.