Twin Oaks Country Club Bylaws

ARTICLE I

NAME AND LOCATION OF OFFICE

SECTION I. The name of this Corporation shall be Twin Oaks Country Club.

SECTION II. The principal office of the Corporation shall be at its Clubhouse in Greene County, MO. The location of the registered office and the name of the registered agent of the Corporation in Missouri may be changed from time to time by the Board of Directors upon filing notice of such changes pursuant to the applicable provision of law. Meetings of the Board of Directors for the transaction of business, and meetings of the members, except such as may be required by law to be held at the principal business office or at the registered office, may be held at any other place in Greene County, Missouri, as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEMBERSHIP

SECTION 1. Classes of Membership. There shall be two classes of membership in the Corporation: (a) Regular members (persons or business entities) and (b) Special members (persons only). All members, both Regular and Special, shall be subject to such rules governing their conduct and the use of the property and facilities of the Corporation as the Board of Directors may from time to time adopt or approve.

SECTION 2. Regular Members. (a) Rights of Regular members. Regular members shall have the right to cast a total of 12 votes at all meetings of the members of the Corporation, to serve as Directors, to hold office, to share in the assets of the Corporation upon dissolution thereof, in accordance with the provisions of Section 14 of this Article II, and are subject to such rules and regulations as the Board of Directors may from time to time adopt or approve, to enjoy the use of the property and facilities of the Corporation. (b) Number of Regular members. At no time shall there be more than 435 Regular members and designees of Regular memberships in Company or Corporate name.

SECTION 3. Special Member. Special members shall have all the rights of Regular members, in accordance with the provisions of Section 14 of this Article II, except (a) the right to serve as Directors, (b) the right to hold office, (c) such limitations as the Board of Directors may provide.

SECTION 4. Classes of Special Memberships. The following classes of Special memberships are hereby created and such memberships are subject to such classifications, rules and regulations as the Board of Directors may from time to time adopt:

(A) Junior. Junior memberships shall be available at the discretion of the Board of Directors to persons between the ages of 21 and 35. In the event a married person applies for a Junior membership, then the age of the older spouse shall be used to determine whether the applicant qualifies for a Junior membership and the date of eligibility for Regular membership. Juniors shall pay annual dues as the Board of Directors shall fix from time to time. Any portion of the annual dues of a Junior member which exceeds one-half of the annual dues of a Regular member shall be classified as Junior Credits and apply to the Initial Fee for Regular membership, pursuant to clause (A,1), otherwise to be forfeited. The total number of such Junior members shall not exceed 10% of the Regular memberships.

However, in the event the Regular membership is not full, then the Board of Directors, in its discretion, may accept additional Junior members so long as the number of Junior members which exceed 10% of the authorized Regular membership does not exceed 50% of the number of vacancies in the Regular membership as it exists at that time. No Junior member who is granted membership under the provision of the preceding sentence shall have his or her Junior membership revoked on account of any decrease in number of vacancies in the Regular membership. Junior members shall have the right to cast votes and receive distributions in accordance with Section 14 of this Article II.

(A,1) Eligibility of Junior members for Regular Membership. When a Junior member reaches the age of 35 years (see clause (A) for which spouse�s age to use in the event of a married Junior member) an application for Regular membership must be submitted within 30 days and deposit made with the Treasurer the Regular membership Initial Fee which was in effect when the Junior member joined, dues and taxes. Failure to do so within 90 days from attaining the age of 35 will forfeit the right to become a Regular member. Upon such application being made, the Junior member shall be placed on the list of applicants to be approved for membership; however, until a Regular membership becomes available, all of the privileges of a Regular members shall be available, provided the deposit of membership fees is left with the Treasurer and the dues of a Regular membership and other club obligations are kept currently discharged. The Initial Fee for Junior membership previously paid and all Junior Credits shall be applied to the Initial Fee for the Regular membership. In addition, after attaining the age of 30, each Junior membership shall be charged a fee equal to 5% of the existing Regular Initial Fee, which shall be considered as Junior Credits to be used toward the Regular Initial Fee at the time of conversion from Junior. This Special fee may be paid in an annual payment or over 12 months (with a 5% bookkeeping fee).

Nothing contained herein shall limit or restrict the right of the Board of Directors to accept or reject under other provisions of these Bylaws the application of a Junior membership. However, in the event of rejection of an application of a Junior member for Regular membership, the fees, dues and taxes deposited with the application for Regular membership shall be returned.

(A,2) Junior members shall have the right to vote and receive distributions on dissolution's in accordance with the provisions of Section 14 of this

Article II.

(B) Social Membership. Social memberships shall be available at the discretion of the Board of Directors. Such memberships shall have the right to vote and receive distributions in accordance with the provisions of Section 14 of this Article II.

(C) Social-Pool-Tennis Membership. Social-Pool-Tennis memberships shall be available at the discretion of the Board of Directors. Such memberships shall have the right to vote and receive distribution on dissolution in accordance with the provisions of Section 14 of this Article II.

(D) Widow/Widower Membership. This membership status may be issued to the surviving spouse of a Regular member subject to the approval of the Board of Directors. These members shall be entitled to the same rights and privileges that the deceased member enjoyed before such member�s death, except the Widow or Widower shall be entitled to cast two votes on any issue coming before the Membership. The number of such members shall be in addition to the number of Regular and Special members authorized in Section 2 of this Article. The dues rate will be determined by the Board of Directors, except if such a member should remarry, then that member shall remain in the Widow/Widower membership classification, but must pay the same annual dues and any assessments as a Regular member. Applications for Regular or Special membership by new husband/wives of such member will be considered by the Board of Directors on their individual merits.

(E) Senior Memberships. The Senior membership class is eliminated and the club shall have no authority to issue any new Senior memberships. Those members who have a Senior membership on the date the Senior membership class was eliminated shall be allowed to convert at anytime to a Regular membership or may continue in a Senior membership status, at the member�s option. A current Senior member who converts to a Leave of Absence status shall not be allowed to return to a Senior membership class but may return to an active membership as a Regular member. A Senior member shall be entitled to exercise all of the privileges of a Regular member. The dues rate for Senior memberships will be determined by the Board of Directors.

SECTION 5. Regular Membership in Company or Corporate Name. At the discretion of the Board of Directors, Regular membership may be issued in the name of a Company or Corporation and any full-time officer or employee thereof may be designated to enjoy and utilize its benefits: provided, however, that the Board of Directors shall, at all times, have full and plenary power of approval, acceptance, rejection or expulsion of the member or employee designated, the same as is such membership were issued directly to an individual. Each Regular Corporate membership shall be entitled to cast votes and receive distributions on dissolution in accordance with Section 14 of this Article II. There shall be no more than 65 designees from all Regular members in Company or Corporate name. The Initial Membership Fee for the first Designee shall be set by the Board of Directors, with the second Regular Membership in that Company or Corporate name Initial Membership Fee of $3,000.00 less. Each designee shall have the same rights, privileges and obligations of an individual Regular member. The Regular member in Company or Corporate name shall have the right to change any or all of its designees by:

a. Paying the transfer fee established by the Board of Directors; and

b. Having the proposed designee approved by the Board of Directors.

An individual Regular member may not transfer to a Regular membership in Company or Corporate name, but a Regular membership in Company or Corporate name may transfer to a Regular individual.

At the discretion of the Board of Directors, Social memberships may be issued in the name of a Company or Corporation and any full-time officer or employee thereof may be designated to enjoy and utilize its benefits; provided, however, that the Board of Directors shall at all times have full and plenary power of approval, acceptance, rejection or expulsion of the member or employee designated, the same as if such membership were issued directly to an individual. The Membership Initial Fee, annual dues and any Transfer Fee will be determined by the Board of Directors. Social members shall be entitled to cast votes and receive distributions on dissolution in accordance Section 14 of this Article II.

Any Regular Membership in Company or Corporate name shall not be entitled to the leave of absence status.

SECTION 6. Leave of Absence. Any member of the Club who is in good standing and whose membership fees have been fully paid to date may, by written request and with the approval of the Board of Directors, convert their membership to a Leave of Absence status for either financial or medical reasons. Such request shall be accompanied by payment to the Club of the required Leave of Absence fee, which shall be determined by the Board of Directors. This Leave of Absence status will continue for a 12 month period during which time the member shall forfeit all rights to use the facilities of the Club except as stated hereinafter. A member may, by written request and with the approval of the Board of Directors, continue their membership on a Leave of Absence status on a year to year basis with the payment of the required Leave of Absence fee. If a member in Leave of Absence status should request reinstatement before any 12 month period expires, then the Board of Directors may approve such reinstatement upon the payment by that member of all past dues and assessments which took place during that member�s Leave of Absence status. If a member in Leave of Absence status should request reinstatement at the expiration of any 12 month Leave of Absence period, then that member must pay any assessments which were approved while that member was on Leave of Absence status, but not any past dues. If at the time of a request to be reinstated to active membership or upon the expiration of any 12 month leave of absence period, there is a waiting list for members of that category, then the member seeking reinstatement shall be placed at the top of that waiting list.

Notwithstanding the previous provisions of this section, any Regular member whose membership is in a Leave of Absence status shall have the option of using the facilities of the Club as either a Social or Social-Pool-Tennis member by paying the respective dues connected with that membership and the Leave of Absence fee would be waived in that situation.

Junior members who have been placed on a Leave of Absence status shall be allowed to retain any credits they have accumulated while a Junior member for one year only. If said Junior member on Leave of Absence wishes to continue his Leave of Absence after the first year, he/she will forfeit any Junior credits accumulated.

SECTION 7. Transfer Value of Membership. Twin Oaks County Club is set up and registered with the State of Missouri as a Not-For-Profit corporation. Memberships are not transferable except where provided for in other sections of these Bylaws.

SECTION 8. Application for Membership. Each application for membership in the Corporation shall be in writing on a form provided by the corporation. Each such application shall be signed by the applicant, endorsed by two Regular members, and forwarded to the Board of Directors. The Board shall have the power to fix the amount of the Initial Fee from time to time.

SECTION 9. Election of Members for Membership. The names of applicants for membership will be maintained in the Club Office and thereafter the Board of Directors shall pass separately and vote on such application by secret ballot. Negative votes by two or more members of the Board shall constitute rejection of the applicant and no person rejected shall again be presented for membership until expiration of one year from the time of rejection.

SECTION 10. Misconduct of Member. The Board of Directors shall have the power, by three-fourths vote of its members to suspend, fine or expel and forfeit the membership of any member for conduct which, in the Board�s opinion, is likely to endanger the welfare, interest or character of the Corporation, or for any conduct in violation of the Bylaws or regulations of the Corporation. If any offense be committed by a member which is of such nature to admit an apology or reparation, the Board shall have the power to require the offender to apologize, or make reparation and may fix a time in which it shall be done; and the failure to do so shall be sufficient grounds for suspension or expulsion, as the Board may deem proper. Each member shall be responsible for the conduct of all persons enjoying the facilities of the Club under their membership. No vote shall be taken by the Board on a proposed forfeiture, suspension or expulsion until after five days notice in writing, setting forth the charges, shall have been served upon the member and such member shall have the right to be heard before any final vote thereon.

SECTION 11. Indebtedness of Members to Corporation. Only members shall be entitled to the full benefits of the Club and the privileges accorded, and these shall be denied any member who has failed to pay promptly all items of indebtedness to the Club or who has failed to comply with a delinquent account plan as hereafter provided. In the event of a dispute as to any such item, the decision of the Board of Directors shall be final and conclusive. All indebtedness to the Club shall be due and payable upon receipt of the statement and if still unpaid, shall become delinquent 15 days after the date of the statement. After notice of indebtedness and a request to pay has been given to any member and the account of said member becomes delinquent as defined above, the Board of Directors shall have the power to suspend or cancel the membership of said member whose account shall remain delinquent as defined above for thirty (30) days. Alternatively, the Board of Directors may authorize the Club Manager to enter into a delinquent account plan with the debtor whereby the debtor agrees to satisfy the debt in specified installments within a fixed period of time. If the debtor complies with the plan and timely pays all new indebtedness incurred during the plan period, the debtor may be allowed to enjoy the benefits and privileges of the Club during the plan period. Within thirty (30 days) after any delinquent has ceased to be a member, they may, upon prior payment of all sums which have become delinquent, apply in writing to the Board of Directors for reinstatement; and thereupon, it shall be discretionary to the Board to reinstate such membership. This Bylaw shall be printed upon all notices sent in compliance therewith.

SECTION 12. Members Family. The right to use the property and facilities of the Corporation shall be enjoyed by: (a) Each Regular member and Special member (subject to the rules of the Board); (b) The member�s spouse; (c) The member�s dependent children under age 25 either residing in the parental home or being full-time students. An unmarried Regular member and an unmarried Social-Pool-Tennis member may designate a person, who is legally eligible to be such member�s spouse under the laws of the State of Missouri, as a member�s �Significant Other� to enjoy use of the facilities of the Club subject to the following terms and conditions: (1) a designation of a significant other shall be for a twelve month period, non-transferable during such period; (2) no more than one significant other may be designated by such member during such; (3) all proposed significant others shall be subject to the approval of the Board of Directors both initially and annually; (4) the member designating the Significant Other shall be responsible for any and all charges incurred by the significant other at the Club and pro shops; (5) the privileges of the Significant Other shall not be exercised by any dependents of such Significant Other.

A member�s grandchild younger than eighteen years of age may use the Club�s facilities from May 15 through August 31, as if the grandchild were the member�s child, under the following conditions: (1) the member shall inform the Club Manager, in writing, of the grandchild�s name and birth date, (2) the member shall pay, in addition to his or her usual dues, a grandchild user fee of five hundred dollars on or before the first day the grandchild uses the Club�s facilities, which fee shall cover the period from May 15 through August 31, (3) the member shall timely pay all charges and event fees incurred by the grandchild at the Club. If the member designates more than one grandchild to use the Club�s facilities, the member shall pay a grandchild user fee for each such grandchild. The member shall fulfill these conditions each year for each grandchild who uses the Club�s facilities that year. However, this provision does not exclude the use of the Club�s facilities by a members� grandchild if accompanied by the grandparent.

SECTION 13. Amendment of the Bylaws. In addition to the provision of Article VII of these Bylaws the Board of Directors may adopt Bylaws for the Corporation and may amend any provisions of the Bylaws for regulating and managing the affairs of the Corporation not inconsistent with Chapter 355 of the Revised Statutes of Missouri, or the Articles of Incorporation or any amendment thereto and Section 2 and paragraph E of Section 4 of this Article II; Prior to the adoption of any Bylaws or amendment thereto by the Board of Directors, the Board shall cause such amendment to be published in the Acorn Newsletter of the Club within thirty (30) days and at the next Board of Directors meeting following such publication, the Board shall vote upon final approval and passage of such amendment to the Bylaws.

SECTION 14. Voting Rights and Distribution upon Dissolution. Each Regular member shall have the right to cast twelve votes on any issue coming before the Membership. Each Widow or Widower member shall have the right to cast two votes on any issue coming before the Membership. Each Junior member shall have the right to cast two votes on any issue coming before the Membership. Each member of any other classification shall have the right to cast one vote on any issue coming before the Membership. Any member on leave of absence shall not be entitled to vote unless a Regular Member on leave of absence status elects to use the facility as a Social or Social-Pool-Tennis Member and pays the respective dues for such membership.

In the event of the dissolution of the Corporation, all assets shall be liquidated and all indebtedness shall be paid in full. The remaining balance shall be distributed to the membership per the following formula:

Each Regular member, Senior member, Corporate member, Widow/Widower member and Sustaining member shall be paid his proportionate share of Ninety-five percent (95%) of the remaining balance.
Each Junior member shall be paid his proportionate share of Three percent (3%) of the remaining balance.
Each Social-Pool-Tennis member shall be paid his proportionate share of one and one-quarter percent (1.�) of the remaining balance.
Each Social member shall be paid his proportionate share of three-quarters (�) of one percent of the remaining balance.

SECTION 15. Sustaining Membership. Should any member in good standing, whose membership fees have been fully paid to date, make a bona fide change of residence to a point more than 125 miles from the Springfield city limits, said member may, by written request and with the approval of the Board of Directors, convert the membership to a Sustaining membership. Such request shall be accompanied by payment to the club of the required Sustaining Fee, which shall be determined by the Board of Directors. This membership shall continue so long as said sum is paid in advance annually. A Sustaining member shall have the right to use the facilities of the Club, including the Golf Course, upon payment of green fees and other charges incurred, for not more than six times per year and shall also confer upon the Sustaining member the right to resume the prior membership status by written notice to the Board of Directors and with approval of the Board of Directors. (If a waiting list is in existence, the Sustaining member�s name would be placed at the top of said list.) Payment of any assessment fees incurred during the period of Sustaining membership will be billed upon reinstatement to active membership. The Sustaining members shall be entitled to cast a total of 1 vote on any issue coming before the membership in accordance with the provisions of Section 14 of this Article II.

ARTICLE III

MEMBERSHIP MEETINGS AND VOTING

SECTION 1. Annual Meeting. The Annual Meeting of the members of the Corporation for 1956 and thereafter shall be held at 7:00 p.m. on the second Monday in December of each year, and if that day shall fall on a legal holiday, then such Annual Meeting shall be held on the succeeding day. Notice of the Annual Meeting shall be posted in a convenient place at the Clubhouse for not less than two weeks prior to the meeting and written notice of such meeting shall be mailed ten (10) days prior to the meeting to each member at the address as it appears on the records of the Corporation. All notices of such Annual Meeting shall state the purpose or purposes thereof.

SECTION 2. Special Meetings. Special meetings of the members may be called: (a) by the President or in case of absence or inability to act, by the Vice-President; (b) by seven Directors; or (c) by 10% of the membership. Notice of such meeting shall state the purpose or purposes thereof. Such notice shall be given in the same manner as prescribed for notices of Annual Meetings. Business transacted at all Special meetings shall be confined to the purposes stated in the notice of such meeting, unless the transaction of other business is consented to by the members entitled to vote. Any Special meeting may also be held by the members when all the members waive notice thereof and consent thereto; or are present in person and consent to the holding of said meeting, in which case notice thereof will not be necessary.

SECTION 3. It shall take one-fourth of the members in person to constitute a quorum and only members who appear on the records of the Corporation shall be entitled to vote. No member shall be eligible to vote in any meeting or election which have been issued or transferred within ten days preceding such meeting or election.

SECTION 4. All questions and elections other than amendments, alterations, repeal or adoption of the Bylaws and assessments shall be determined by a majority vote of the members representing a quorum.

SECTION 5. At any meeting of the membership, each Member shall have the right to vote, but shall only be entitled to vote in person, not by proxy, in accordance with the provisions of Section 14 of Article II.

SECTION 6. Election of Directors. Four (4) Directors shall be elected annually. (A) Nomination; at least thirty (30) days before October 1^st each year, the President shall appoint a Nominating Committee of not less than five (5) and not more than seven (7) Regular members of the Corporation. Within ten days after the appointment of such Committee, any member may take written suggestions as to nominations to the Committee. (B) Ballots: the Nominating Committee shall prepare and mail at least thirty days prior to the 3^rd Monday in September to each member entitled to vote, at the address listed on the records of the Corporation, a ballot listing the names of eight (8) nominees and providing blank spaces for write in names. The ballots shall be accompanied by an urgent request that each member mark the ballot promptly and return it to the Secretary of the Corporation before the 3^rd Monday in September. (C) Counting: Prior to the 3^rd Monday in September each year, the President shall appoint a Teller�s Committee of four (4) members, two of whom shall be members of the Board of Directors and two of whom shall be members not on the Board of Directors or Executive Committee. Teller�s Committee shall, immediately after the 3^rd Monday of September of each year open the envelopes containing the ballots, destroy those envelopes, open and count the ballots in accordance with Section 14 of Article II of the Bylaws and report the results of the election to the Board of Directors. (D) Election Results. The four persons receiving the highest number of votes on such Ballots shall be elected as Directors of the Corporation for a three (3) year term.

ARTICLE IV

BOARD OF DIRECTORS

SECTION 1. The affairs of the Corporation shall be managed by twelve (12) Directors, four to be chosen annually for a three year term as prescribed herein, and no one shall be elected a Director except a Regular member. Vacancies on the Board of Directors shall be filled by the Board of Directors, until the next annual election.

SECTION 2. It shall take six members of the Board to constitute a quorum at any meeting of the Board of Directors.

SECTION 3. The annual meeting of the Board of Directors shall immediately follow its regular October monthly meeting and the then current President shall preside at that annual meeting. The recently elected Directors shall be installed at the beginning of the annual meeting and, after the installation of the new members, the Board of Directors shall: (a) elect a President and Vice-President from among their number to serve for a one (1) year term, (b) chose a Secretary and a Treasurer, who need not be Directors, to serve for a one (1) year terms, and (c) adopt such rules as they see fit to govern the conduct of their meeting.

SECTION 4. Meetings of the Board of Directors may be held after one day�s notice by mail or telephone or by unanimous consent of the Directors.

SECTION 5. The Bylaws adopted by the Board of Directors in accordance with Section 13 of Article II or in accordance with Article VII of these Bylaws shall become effective on the first day of the month next following final passage and the adoption of such Bylaws shall, except thereafter suspended, repealed or amended, constitute the Bylaws of Twin Oaks Country Club.

SECTION 6. In the event of ambiguity in any portion or provision of these Bylaws or in the event of inconsistency between any two or more portions or provisions, hereof, the Board of Directors shall be empowered to resolve such ambiguity or inconsistency and its interpretation or construction shall be binding upon all members of the Corporation; provided, that no modification or change of a prior interpretation or construction by the Board of Directors shall invalidate any action theretofore taken in reliance upon and according to such interpretation or construction by the Board of Directors.

SECTION 7. The Board of Directors shall have the full authority to determine the amount to be charged against each member for annual dues and shall determine the terms upon which and the time in which such fees or dues are to be paid. Before the adoption of any increase in any of the initial fees or dues, the Board shall cause to be published within thirty (30) days in the Acorn News Letter, after the initial consideration by the Board, and the next Board meeting following such publication shall take final action with respect to such proposed change in the initial fees or dues. Upon final passage in the initial fees or dues, such change shall become effective on the first day of the month next following final passage by the Board of Directors. The Board of Directors shall determine the fees to be charged to guests and the rules that govern while enjoying the use of the property of the Corporation.

ARTICLE V

OFFICERS

SECTION 1. The President shall preside at all membership and Directors meetings, and perform all acts ordinarily performed by the President of the Corporation. With the approval of the majority of the Board, the President shall appoint the following Standing Committees. Each Committee shall consist of not less than three (3) members, at least one of whom shall be a member of the Board of Directors.

(A) Executive Committee

(B) Grounds and Greens Committee

(D) Membership Committee

(E) Finance and Human Resource Committee

(F) House and Bar Committee

(G) Golf Committee (Responsibility shall include the Supervision of the activities of the Golf Pro and the Pro Shop)

(H) Tennis Committee (Responsibility shall include the supervision of the activities of the Tennis Pro and Pro Shop)

(I) Social Committee

(J) Long Range Planning Committee

(K) Construction Committee

(L) Insurance Committee

(M) Bylaws and Internal Control Committee

All Committees shall make up a Budget for the current year for their respective activities, and shall submit the same to the Board of Directors for approval by September 1^st of the pre-budget year.

Each Committee shall elect a Chairman, draft rules and regulations to govern it as well as the members, and shall submit the same immediately to the Board of Directors for their approval.

SECTION 2.

(a) Definitions. In this section, each word or term listed below is assigned the meaning that follows it.

�Board.� The board of directors of the club.

�Capital Addition.� Real estate henceforth acquired by the Club, or a building or other permanent facility henceforth constructed on real estate owned by the Club.

�Capital Improvement.� Any expansion, remodeling or renovation of any of the Club�s existing facilities, including the clubhouse, golf pro shop, tennis pro shop, maintenance garage, golf course, practice range, irrigation system, swimming pool, and tennis courts. Equipment and furniture are not Capital Improvements.

�Capital Revenue.� Half of all Initial Fees.

�Club.� Twin Oaks Country Club

�Debt Service.� Payment of interest and principal on amounts borrowed by the Club.

�Initial Fee.� The amount fixed by the Board pursuant to Article II, Section 8, that must be paid by an applicant for any class of membership in the Club.

�Operating Expense.� A recurring cost of operating the Club and maintaining it in satisfactory condition. Such costs include, but are not limited to, wages, professional fees, taxes, insurance, licenses, supplies, utilities, and repairs.

�Operating Revenue.� All income received by the Club except Capital Revenue and Real Estate Revenue.

�Real Estate Revenue.� All proceeds from the sale or lease of real estate owned by the Club.

(b) Accounting

The Treasurer shall keep books of account as the Board may direct. The books shall provide three categories for the Club�s cash: (1) Operating Cash, (2) Capital Cash, (3) Real Estate Cash.
All Operating Revenue shall be credited to Operating Cash. All Operating Expense and Debt Service against indebtedness incurred for Operating Expense shall be charged against Operating Cash. Capital Additions, Capital Improvements, and Debt Service against indebtedness incurred for Capital Additions and Capital Improvements may be charged against Operating Cash. Additionally, expenditures for furniture and equipment, and amounts due Former Members under Article VI, Section 3, may be charged against Operating Cash.
All Capital Revenue shall be credited to Capital Cash. Capital Additions, Capital Improvements, and Debt Service against indebtedness incurred for Capital Additions and Capital Improvements may be charged against Capital Cash. Additionally, expenditures for furniture and equipment, and amounts due Former Members under Article VI, Section 3, may be charged against Capital Cash. No other expenditure shall be charged against Capital Cash.
All Real Estate Revenues shall be credited to Real Estate Cash. Capital Additions, Capital Improvements, and Debt Service against indebtedness for Capital Additions and Capital Improvements may be charged against Real Estate Cash. No other expenditure shall be charged against Real Estate Cash.

(c) Banking. The Treasurer shall deposit or cause to be deposited the Club�s money and securities in such bank as may be selected by the Board, to be withdrawn on such orders for payment as shall from time to time be provided by the Board. All checks drawn against the Club�s account shall be signed by any two of the following officers: President, Vice President, Secretary, Treasurer or Club Manager.

SECTION 3. The Secretary shall record votes of Directors and all proceedings coming before them; record all of the memberships, cancellations and preserve all member records including places of residence of each member; shall keep a seal of the Corporation as is designated by the Board of Directors; and shall have charge of the collection of indebtedness due to the Corporation.

ARTICLE VI

GENERAL PROVISIONS

SECTION 1. Upon the death of any Regular or Special member, other than a Widow/Widower member or a Corporate or Company designee, who is in good standing with the Club, the Board of Directors may issue a Widow/Widower membership to the deceased member�s surviving spouse, without transfer fee.

SECTION 2. No dividends shall be paid, no part of the income or property of the Corporation shall be distributed to its members, Directors or Officers and, except as provided in Section 3 hereunder, no assets of the Corporation shall be distributed to its former members. On dissolution of the Corporation on final liquidation, distribution shall be made in accordance with Section 14 of Article II and as permitted by law.

Any excess dues or other income of the Corporation over actual immediate requirements for operations shall be held in a reserve fund in custody of the Directors for future requirements as to improvements, acquisitions, additions, repairs, and refunds pursuant to Section 3 hereunder. Any such surplus or reserve fund created shall be considered as a reserve for such future requirements of the Club to ensure its continued operation and shall not be considered to belong in any part to any member. Except as provided in Section 3 hereunder, any member withdrawing from the Club automatically waives any claim to any part of any accumulated surplus or reserve funds, it being the intention that the Club is not to be operated for and that no part of the net earnings from the operations shall belong to or accrue to the benefit of any member.

SECTION 3.

(a) Definitions. In this section, each word or term listed below is assigned the meaning that follows it.

� �Applications� An application for membership in the Club or an application by a Club member for change in membership class.

� �Board� The board of directors of the Club.

� �Club� Twin Oaks Country Club.

� �Debt� Any amount owed for Initial Fee, dues, food, beverages, gratuities, tournament fees or other purpose, and any amount due on a future date on a promissory note.

� �Former Member� A member of the Club whose resignation is accepted by the Board, who owes the Club no Debt on the Resignation Date, and who, immediately prior to resignation, was either a Regular Member, a Regular Member on Leave of Absence pursuant to Article II, Section 6, or a member whose membership was converted from Regular membership to Sustaining membership pursuant to Article II, Section 15. A member whose membership is forfeited pursuant to Article II, Section 10, and a member whose membership is cancelled pursuant to Article II, Section 11, is not a Former Member.

� �Former Member Roster.� The roll of Former Members and Surviving Spouses maintained by the Club pursuant to paragraphs 5 through 7 of subsection b, below.

� �Full Membership.� The maximum number of Regular Members allowed by Article II, Section 2(b). A Regular Member on Leave of Absence pursuant to Article II, Section 6, and a member whose membership was converted from Regular membership to Sustaining membership pursuant to Article II, Section 15, shall not be counted in calculating Full Membership.

� �Initial Fee.� The Initial Fee for Regular membership fixed by the Board pursuant to Article II, Section 8.

� �Manager.� The chief administrative officer of the Club or such officer�s designee.

� �Office.� The business office of the Club.

� �Refund.� The portion of the Initial Fee that a Former Member or Surviving Spouse is eligible to receive pursuant to this section.

� �Regular Member.� The holder of

1. Regular membership issued to an individual pursuant to Article II, Section 2, or

2. Regular membership issued in Company or Corporate name pursuant to Article II, Section 5.

� �Resignation Date.� The date the Board accepts a member�s resignation.

� �Resignation Notice.� A written notice by a member stating that such member resigns from the Club.

� �Surviving Spouse.� A spouse who survives a Former Member and who was the member�s spouse on the member�s Resignation Date.

� �Waiting List.� A list of applicants approved by the Board for membership in the Club who have been issued no membership because no vacancy exists in the class of membership sought.

(b) Procedure.

1. Any member who wishes to resign shall deliver a Resignation Notice to the Office during business hours. The Resignation Notice shall display the member�s name, address, and telephone number, together with the name of the member�s spouse, if any.

2. The Manager shall record the time and date of delivery on the Resignation Notice.

3. The Manager shall present all pending Resignation Notices and all pending Applications to the Board at its next meeting.

4. The Board shall:

First, act on all Resignation Notices;

Second, issue memberships to applicants on the Waiting List if vacancies exist in the class of membership sought;

Third, act on all Applications and issue memberships to all approved applicants if vacancies exist in the class of membership sought;

Fourth, determine the number of Regular Members in the Club after step Third.

5. Upon acceptance of a resignation by the Board, the Board shall determine and declare whether the resigner qualifies as a Former Member as defined in subsection a, above. If the Board declares the resigner a Former Member, the Manager shall place the name of the Former Member and the Resignation Date on the Former Member Roster. If the Board declares more than one resigner a Former Member at the same meeting, the Manager shall place the names of the Former Members on the Former Member Roster in the order that the Resignation Notices were delivered to the Office.

6. If a Former Member on the Former Member Roster dies, the member�s Surviving Spouse shall notify the Office in writing within thirty days after such member�s death. The Manager shall thereupon substitute the name of the Surviving Spouse for that of the Former Member on the Former Member Roster. If a Former Member on the Former Member Roster dies without a Surviving Spouse, no name shall be substituted for that of the Former Member on the Former Member Roster. If a Surviving Spouse on the Former Member Roster dies, no name shall be substituted for that of the Surviving Spouse on the Former Member Roster.

7. Except as provided hereafter, the name of each Former Member on the Former Member Roster shall remain there for five years immediately following such member�s Resignation Date. If such member dies during that period and the name of a Surviving Spouse is substituted for that of the Former Member pursuant to paragraph 6, above, the name of such spouse shall remain on the Former Member Roster for the remainder of said five-year period. If, during said five-year period, a Former Member or Surviving Spouse receives a Refund as provided in paragraph 9, below, the name of such Former Member or Surviving Spouse shall be stricken from the Former Member Roster. If a Former Member or Surviving Spouse receives no Refund during said five-year period, the name of such member or spouse shall be stricken from the Former Member Roster.

8. The following conditions must exist before any Former Member or Surviving Spouse on the Former Member Roster is eligible for a Refund.

First, The number of Regular Members in the Club (including designees of Regular memberships issued in the Company or Corporate name) equals Full Membership at the start of a Board meeting.

Second, At the meeting, the Board accepts one or more Regular Member resignations.

Third, At the same meeting, the Board issues enough Regular memberships to keep the number or Regular Members at Full Membership.

9. When all conditions in paragraph 8, above, are met, a Refund shall be made to the Former Member or Surviving Spouse at the top of the Former Member Roster. Continuing down the roster, additional Refunds shall be made until the number of Refunds equals the number of Regular memberships issued in step Third of paragraph 8, above. No further Refunds shall be made until the conditions in paragraph 8, above, are again met.

1. The Refund shall be forty percent of the Initial Fee paid by the Former Member, including all Junior Credits allowed such member pursuant to Article II, Section 4 (A) and 4 (A,1). If the Former Member signed a promissory note for part of the Initial Fee, and payment of all or part of the note was thereafter waived by the Club, the unpaid amount of the note shall be excluded from the Initial Fee.

2. If a dispute arises between the Club and a Former Member or Surviving Spouse about the amount of the Initial Fee, the burden of establishing the amount shall be on the Former Member or Surviving Spouse.

ARTICLE VII

AMENDMENTS

In addition to the provisions of Article II, Section 13 entitled �Amendment of the Bylaws�, these Bylaws may be amended, altered, or repealed, or new Bylaws adopted, by affirmative vote of 6/10th of the members of the Corporation actually voting on such proposal in accordance with the provisions of Section 14 of Article II. Such vote may be taken, after proper notice to all members, at any Regular or Special meeting of the membership or by special ballot prepared and submitted by mail to the entire membership by the Board of Directors. Any amendment or change prepared in writing by 10% of the total membership determined with the provisions of Article II of these Bylaws shall be submitted by special ballot prepared by the Board of Directors.

ARTICLE VIII

ASSESSMENTS

Section 1. Definitions.

Assessment. An amount each Member must pay the Club in addition to Dues.

Board. The definition of Board in Article V, Section 2(a).

Club. The definition of Club in Article V, Section 2(a).

Dues. The amount charged against each Member annually, determined by the Board pursuant to Article IV, Section 7.

Member. A person, company or corporation holding a membership of any class in the Club.

Section 2. Power to Assess.

The power to impose Assessments is vested solely in the Members. Assessments may be imposed only in compliance with this Article VIII.

Section 3. Use of Funds.

Funds raised by Assessment shall be used for only the purpose or purposes specified in the notice required by Section 6. Such funds shall be separately accounted for in the Club�s financial records.

Section 4. Voting Rights.

Each Member authorized to vote by Article II, Section 14, shall have the right to cast one ballot on each proposed Assessment. A ballot cast by a Regular Member shall be counted as twelve votes pursuant to Article II, Section 14. A ballot cast by the designee of a company or corporation holding a Regular membership shall be counted as twelve votes pursuant to Article II, Sections 5 and 14. A ballot cast by a Widow or Widower Member shall be counted as two votes pursuant to Article II, Sections 4(D) and 14. A ballot cast by a Junior Member shall be counted as two votes pursuant to Article II, Section 14. A ballot cast by a Member of any other class shall be counted as one vote pursuant to Article II, Section 14.

Section 5. Submission.

The Board may submit a proposed Assessment to the Members (a) at a meeting of Members, or (b) by mail.

Section 6. Notice.

At least thirty days before submission, the Board shall publish notice of the proposed Assessment in the Acorn Newsletter. If submission is to be at a meeting of Members, the notice shall set forth the date, time and place of the meeting. If submission is to be by mail, the notice shall set forth the date on which the Club shall mail ballots to the Members. The notice shall specify (a) the amount a Member of each class must pay, (b) the deadline for payment, and (c) the purpose or purposes for which the funds raised by the Assessment shall be used.

Section 7. Requirements for Approval.

A proposed Assessment is approved if both requirements in this Section 7 are fulfilled. First, one-fourth or more of the Members entitled to vote must cast ballots. Second, the proposed Assessment must be approved by a majority of the votes cast, counted as set forth in Section 4, above. A proposed Assessment fails if either requirement is unfulfilled.�

ARTICLE IX

CONFLICT OF INTEREST

In this Article, �transaction� means (1) buying , selling, leasing or renting real estate or personal property, (2) entering into or terminating a contract, (3) hiring or discharging and employee, and (4) selecting and compensating anyone performing professional or other service.

Any Board Member with a financial or personal interest in any transaction under consideration by the board, and any Committee Member with a financial or personal interest in any transaction under consideration by the Committee, shall not participate in any decision regarding the transaction.

�Participate� includes, but is not limited to, discussing, voting or attempting to influence the decision, directly or indirectly.