DEARBORN COUNTRY CLUB BY-LAWS

Transcription

1 DEARBORN COUNTRY CLUB BY-LAWS As Amended Effective November 10, 2016 ARTICLE I. MEMBERSHIP Membership in the Dearborn Country Club shall comprise all existing members of the Club and all members hereafter elected and qualified as members in accordance with these By-Laws. MEMBERSHIP CLASSIFICATIONS 1. Regular Active Membership 2. Intermediate Membership 3. Business Membership 4. Junior Membership 5. Life Membership 6. Regular Active Membership-Citation Non-Golf Membership Social 8. Surviving Spouse s Golf Membership Unmarried 9. Social Preview Classification 10. Golf Preview Classification 11. Non-Resident Membership 12. Clergy Membership 13. Honorary Membership 14. Such other membership classification as may be established by the Regular Active Members. Section 1. REGULAR ACTIVE MEMBERSHIP A. Limitation and Qualification. The number of Regular Active memberships shall be limited to three hundred (300) Regular Active memberships shall comprise all who are now Regular Active members and all persons who shall hereafter be elected to such membership and shall have acquired a share of stock or shall have a share of stock held in escrow as hereafter set forth. B. Right and Privileges. A Regular Active Member and the members of the immediate family, (which is defined to mean here, and elsewhere in these By-Laws, the spouse and natural, adopted, excepting

2 sons, daughters, stepchildren twenty-three (23) years of age and older, shall be entitled to all of the privileges of the Club, subject to the rules, regulations and restrictions as set forth in these By-Laws, and as the Board of Governors may from time to time adopt. Only Regular Active Members shall have the right to vote, or have any right, title or interest in the property or assets of the Club. C. Dues, Assessments and Initiation Fees. Regular Active Members shall pay dues and assessments for operating expenses, construction, or reconstruction of any capital additions or improvements to the property of the Club, as the Board of Governors shall from time to time propose, but DUES shall not exceed $ per month. Future dues adjustments AND ASSESSMENTS will be reviewed by the Board of Governors and approved by the membership to meet the financial requirements of the Club at that time. Section 2. INTERMEDIATE MEMBERSHIP A. Limitation and Qualification. Intermediate Membership shall be comprised of those who shall be elected to such membership by the Board of Governors upon application. To qualify for election a person shall be under the age of 41 years of age. If married, eligibility shall be determined by the age of the older spouse. The total of intermediate membership shall be determined by the Board of Governors from time to time. B. Rights and Privileges. An Intermediate member and the members of the immediate family, shall be entitled to all privileges of the Club, subject to the rules, regulations and restrictions as set forth in the By-Laws for active members, and as adopted from time to time by the Board of Governors. C. Dues, Assessments and Initiation Fees. Dues and assessments shall be 75% of the corresponding dues and assessments as charged for Regular Active Members. Initiation Fees for Intermediate Members, and the method of payment of such fees, shall be determined by the Board of Governors from time to time. Upon reaching the age of forty-one (41) the Intermediate member will be issued a share of stock through the Club. If no shares of stock are available at that time, the Intermediate member will be classified as an Active In Waiting Member and will be required to pay full Active dues while on the waiting list. They will also be placed at the top of the waiting list. Section 3. BUSINESS MEMBERSHIP A. Limitation and Qualification. The number of Business Memberships shall be determined by the Board of Governors ( Board ). Each Business Membership shall be comprised of a holder ( Holder )

3 and designated assignees ( Assignees ), the number of whom shall be determined by the Board. Each Assignee shall be elected and qualified as a Club member in accordance with these By-Laws. As used here, a Business includes a corporation, limited liability corporation, partnership, or joint venture. B. Rights and Privileges. Assignees and members of their immediate family shall be entitled to all privileges of the Club afforded to a Regular Active member, subject to these By-Laws. Only the Holder, not the Assignee, shall have the right to vote on Club matters. Neither the Holder nor an Assignee shall have the right to hold office. An Assignee shall be entitled to all privileges of the Club until the Holder notifies the Club that the Assignee s privileges have been terminated. If the Holder desires to remove an Assignee s name from the Business Membership, the Holder shall promptly provide written notice to the Club. The Holder shall be financially responsible for all charges, dues, minimums and assessments incurred until a new Assignee has been approved for membership by the Club. The newly designated Assignee s membership shall begin when the new Assignee has been approved for membership by the Board. Business Memberships are not transferable to any other entity. Business Memberships do not represent equity in the Club. C. Dues, Assessments, Initiation Fees. Assignees will pay all charges, dues, and assessments as the Board shall from time to time propose, but shall not exceed the amount set forth in Art. I, Sec. 1(C). (Dues, Assessments and Initiation Fees) of these By-Laws. Should an Assignee fail to uphold his/her financial obligation to the Club, the Holder shall be financially responsible for the Assignee s indebtedness to the Club. The cost of the Business Membership shall be determined by the Board. A Business Membership must be purchased for not less than two (2) Assignees, and not more than a number determined by the Board, so long as the total Active Membership does not exceed the number allowed in these By-Laws. A transfer fee as determined by the Board of Governors from time to time shall be charged when the Holder of the Business Membership decides to remove an Assignee and nominate a replacement Assignee. Section 4. JUNIOR MEMBERSHIP A. Limitation and Qualification. Junior memberships shall comprise those who shall be elected to such membership by the Board of Governors upon application. To qualify for election, a person shall be between the ages of twenty-one (21) and thirty-five (35) years old. Junior members shall be in categories as follows:, Junior 2 ages 21 to 30, Junior 3 ages 31 to 35. The number of Junior Memberships shall be determined by the Board of Governors from time to time. B. Rights and Privileges. A Junior member and members of the immediate family shall be entitled to all privileges of the Club subject to the rules, regulations, and restrictions as set forth in these By- Laws, and as the Board of Governors may from time to time adopt.

4 C. Dues, Assessments and Initiation Fees. Shall be determined by the Board of Governors. Section 4a. LEGACY PROGRAM Available to those who are twenty-three (23) years of age or older and are sons, daughters, stepsons or stepdaughters of a current Active, Surviving Spouse or Life Member. Qualified individuals may join the Club with the payment of fifty percent (50%) of the membership initiation fee for which said individual qualifies and applies. Qualified individuals may join in the category of membership for which they qualify and shall pay the corresponding dues and fees associated with such category and shall enjoy the same rights and privileges of such category. Section 5. LIFE MEMBERSHIP A. Limitation and Qualification. A Life membership shall be granted to any person who has been a Regular Active dues-paying member of the Club for a continuous period of thirty (30) years. 1. To become entitled to such membership, said member must make application, in writing, to the Board of Governors within sixty (60) days after that person has received notice from the Club, by registered or certified mail, return receipt requested, of their eligibility to become a Life member. Any person who has received such notice but fails within sixty (60) days thereafter to notify the Board of Governors in writing of his or her desire to become a Life member, shall lose their eligibility for that current year only, and be placed on top of the list as first eligible the following year. The same procedure may be repeated indefinitely. 2. A Life Membership shall commence on the first day of October each year following a member having a continuous thirty years as a Regular Active member and provided the Club has at least 160 Regular Active memberships plus the holders of business memberships on said October 1 st without counting said proposed Life Member as a Regular Active member. 3. As a condition precedent to being granted a Life membership, the applicant therefore shall meet the following requirements: a. Sell, assign, transfer or otherwise dispose of his or her Stock Certificate in the Club to a new member who shall be elected to Regular Active membership in accordance with the By-Laws of the Club. b. In the alternative, the applicant may assign and transfer his or her Stock Certificate directly to the Club, in which case said Stock cannot be retired as treasury stock, and in consideration thereof shall receive immediately Life membership. The Club, acting through the Board of Governors shall sell said Certificate of Stock at the best price

5 obtainable at the time the Certificate is offered for sale. However, notwithstanding anything hereinbefore recited, a Stock Certificate that has been thus assigned to the Club shall not be sold before any other Stock Certificate that is listed for sale with the Club as of the time the Board of Governors takes the action determining the said Stock Certificate shall be put up for sale. B. Rights and Privileges. A Life member shall have no right to vote, no title to the assets of the Club, nor be qualified to be a member of the Board of Governors. A Life member and the members of the immediate family, excepting sons and daughters twenty-three (23) years of age and older, shall be entitled to all privileges of the Club, subject to the rules, regulations and restrictions as set forth in the By-Laws, and as adopted from time to time by the Board of Governors. C. Dues and Assessments and Initiation Fees: Membership dues for a life member shall not exceed 75% of dues paid by the Regular Active Members. A life member shall pay no assessments and no minimum house account. D. Limitation of Life Memberships. Notwithstanding any of the provisions contained in the above paragraphs of this Article, this class of membership shall at all times be limited in number to fifty (50) including all prior Life members and excluding the surviving spouse of a Life Member as defined in the following Section 5.E. E. Upon the death of a Life Member his or her surviving spouse shall be entitled to a continuation of the rights and privileges of life membership under this section of the By-Laws. This continuation will exist so long as the surviving spouse remains unmarried and the surviving spouse shall be entitled to the same rights as they would have if their spouse was alive. Membership dues shall not exceed 50% of dues paid by the Regular Active Members, and shall pay no assessments and no minimum house account. Section 6. REGULAR ACTIVE MEBERSHIP CITATION 31 A. Limitation and Qualification. Regular Active Member Citation 31 shall be the same as Regular Active member classification. B. Rights and Privileges. Regular Active Member Citation 31 shall be the same as Regular Active member classification. C. Dues, Assessments and Initiation Fees. Regular Active Members CITATION 31 shall pay dues and fees for operating expenses, construction, or reconstruction of any capital additions or improvements to the property of the Club, as the Board of Governors shall from time to time propose, but dues shall not exceed $525 per month. Future dues will be reviewed by the Board of Governors

6 and approved by the membership to meet the financial requirements of the Club. CITATION 31 Members shall pay no operating assessments. As of October 31, 2015, the maximum number of members permitted in this category is 2. Those who currently reside in this category will be grandfathered in. Section 7. SOCIAL MEMBERSHIP A. Limitation and Qualification. The number of such membership shall be limited to one hundred and seventy-five (175) persons who shall hereafter be elected by the Board of Governors; PROVIDED, however, no persons under the age of twenty-one (21) years shall be eligible for such membership. B. Rights and Privileges. A Social member and the members of the immediate family, excepting sons or daughters twenty-three (23) years of age and older, shall be entitled to all Club privileges subject to the rules, regulations and restrictions as set forth in these By-Laws, and as the Board of Governors may from time to time adopt; PROVIDED, however, use of golf course is prohibited except as a guest of a member having golf privileges, and will be subject to regulations governing a golfing guest. C. Dues, Assessments and Initiation Fees. Shall be determined by the Board of Governors. D. Upon the death of a social member his or her surviving spouse shall be entitled to a continuation of the rights and privileges of a social membership so long as the surviving spouse remains unmarried. Section 8. SURVIVING SPOUSE S MEMBERSHIP UNMARRIED A. Limitations and Qualifications. Surviving Spouse s Membership Unmarried shall be comprised of those who shall be elected to such membership by the Board of Governors. To qualify for election such person shall be an unmarried surviving spouse of a regular active member. Such memberships shall terminate upon the marriage of such members. B. Rights and Privileges. Such members, and members of the immediate families, excepting sons or daughters twenty-three (23) years of age and older, shall be entitled to all Club privileges subject to the rules, regulations and restrictions as set forth in these By-Laws, and as the Board of Governors may from time to time adopt. C. Dues, Assessments and Initiation Fees. Shall be determined by the Board of Governors.

7 Section 9. SOCIAL PREVIEW CLASSIFICATION A. Limitations and Qualifications. Social Preview Membership shall be comprised of those elected to such membership by the Board of Governors upon application. The total of Social Preview Memberships shall be determined by the Board of Governors from time to time. An individual and their spouse van only use a preview membership one time. B. Rights and Privileges. Social Preview members will receive the same benefits as Social members for a continuous period of up to six months as decided by the Board of Governors. C. Dues, Assessments and Initiation Fees. Shall be determined by the Board of Governors. Section 10. GOLF PREVIEW CLASSIFICATION A. Limitations and Qualifications. Golf Preview Membership shall be comprised of those elected to such membership by the Board of Governors upon application. The total of Golf Preview Memberships shall be determined by the Board of Governors from time to time. An individual and their spouse van only use a preview membership one time. B. Rights and Privileges. Golf Preview members will receive the same benefits as Golf members for a continuous period of up to six months as decided by the Board of Governors. C. Dues, Assessments and Initiation Fees. Shall be determined by the Board of Governors. Section 11. NON-RESIDENT MEMBERSHIP A. Limitation and Qualification. The number of Non-Resident memberships shall be limited by the discretion of the Board of Governors; however, such applicants must reside beyond and not be regularly employed in the following counties of the State of Michigan, to wit: Wayne, Macomb, Livingston, Oakland, St. Clair, Washtenaw, Lenawee, and Monroe, and beyond the county of Essex in the Province of Ontario, Canada. A proof of residency is required in the form of either a driver s license or tax statement. B. Rights and Privileges. A Non-Resident member and the members of the immediate family, excepting sons or daughters twenty-three (23) years of age and older, shall be entitled to all Club

8 privileges to which they were entitled under the membership classification they relinquished in order to qualify for a Non-Resident member status, subject to the rules, regulations and restrictions as set forth in these By-Laws and as the Board of Governors may from time to time adopt. Such members with golf privileges must pay greens fees, as determined by the Board of Governors. C. Dues, Assessments and Initiation Fees. Shall be determined by the Board of Governors. Section 12. CLERGY MEMBERSHIP A. Limitation and Qualification. Clergy membership shall comprise those members of the clergy who shall be elected to such membership by the Board of Governors. To qualify for election such persons must be members of the clergy of recognized churches within the city of Dearborn or churches located within a radius of five miles of the Dearborn Country Club. The number of Clergy Memberships shall be determined by the Board of Governors from time to time. B. Rights and Privileges. Such members and members of the immediate family, excepting sons or daughters twenty-three (23) years of age and older, shall be entitled to all privileges of the Club, subject to the rules, regulations and restrictions as set forth in these By-Laws and as the Board of Governors may from time to time adopt. C. Dues, Assessments and Initiation Fees. Shall be determined by the Board of Governors. Section 13. HONORARY MEMBERSHIP A. Limitation and Qualification. Such memberships may be awarded from time to time by the Board of Governors. B. Rights and Privileges. Honorary members and members of the immediate family, excepting sons or daughters twenty-three (23) years of age and older, shall be entitled to all privileges of the Club. C. Dues, Assessments and Initiation Fees. Shall be determined by the Board of Governors. Section 14. APPLICATION AND ELECTION OF MEMBERS Application for all classes of membership shall be in writing on prescribed forms bearing signed recommendations of two (2) members in good standing, at least one of which must be an Active member. Notice of all applications shall be posted for not less than ten (10) days on the Club bulletin board before they are acted upon. Every application shall be acted upon by the Board of Governors after the expiration

9 of this ten day period and two negative votes (OF THE BOARD OF GOVERNORS) shall be sufficient to reject an application. Section 15. TERMINATION OF MEMBERSHIP RESIGNATION A. Regular Active Whenever any Regular Active member shall desire to resign from the Club, such members shall first offer the owned share of stock to the Club by delivering the stock certificate, endorsed in blank, to the Clubhouse, together with a written resignation addressed to the attention of the Secretary of the Club. (The sale of all stock certificates shall be through the Club.) The death of a Regular Active member shall be deemed a resignation. B. All other classes of membership Whenever any member, other than Regular Active members, desire to resign from the Club such member shall deliver a written notice of resignation to the Clubhouse addressed to the Secretary of the Club. Section 16. MEMBER IN DEFAULT SUSPENSION EXPULSION A. Default. A member is in default when such member fails to pay an obligation due the Club on or before the last business day of the month in which the statement thereof has been mailed to the member at such member s address as shown by the books of the Club. The Board of Governors may immediately post the names of the members in default and if the obligation remains unpaid at the expiration of ten (10) days following such posting, the Board of Governors may without further notice suspend or expel such member to take such action as they deem advisable. The Board of Governors may in its discretion at any time limit, extend or entirely withdraw the credit which may be extended to any and all members of the Club. B. Member s Conduct Disciplinary Procedure. Any member or person charged with conduct injurious to the good order and interest of the Club, or at variance with its By-laws or rules, including, but not limited to, actions toward fellow members, their guests, or DCC Staff, may (following investigation by the Board) be penalized up to and including expulsion from the Club. The Board shall inform such member or person of the nature of the complaint against him or her, giving each member or person ten (10) days notice to either appear before the entire Board, or selected members of the Board, to respond to complaint. Pending such hearing, the Board may temporarily suspend such member or person. If upon investigations and hearing, the Board shall be satisfied of the truth of the charge or complaint against said member or person, or if in the Board s judgment the interest of the Club may demand such action, they may ask the member to resign or they may expel him or her. An affirmative vote of two-thirds of the entire Board shall be necessary for the expulsion or suspension of a member or a person of this Club. The word member or person in this Section, shall include all persons in the family of each member who are entitled to Club privileges. Members and their families

10 shall be accountable under this section for the conduct of their guests occurring on the Club premises. C. Grievance Procedure. Any member who believe himself or herself or a family member, or a guest, aggrieved by some action or inaction of the Board of Governors, fellow member or family of fellow member, their guest or DCC staff, may submit a written position to the General Manager setting forth in detail the grievance of which such Member complains. The petition shall request specific relief or redress. Within twenty days after receipt of the petition, the Club General Manager shall arrange an informal meeting with the Member to discuss and resolve the problem. If, as a result of this meeting, the Member is not satisfied, he/she may within twenty days thereafter submit his/her petition to the Board of Governors. The Board shall notify the petitioner of a date of hearing within 20 days of notification. The Board, at its sole discretion, may consider the petition in its written form, meet with the individual to discuss the petition, or allow the petitioner to appear and present oral arguments. Within 30 days following the hearing, the Board shall notify the petitioner in writing of its decision. Section 16. DUES AND OBLIGATIONS TO CONTINUE Resignation, suspension, or expulsion of membership privileges as herein provided shall not relieve a member so resigning, suspended, or expelled from the obligation to pay all dues and assessments levied against such membership classification until the effective date of the member s resignation, suspension, or expulsion is established by the action of the Board of Governors as provided herein. In the case of resignation or expulsion of a Regular Active member the obligation to pay all dues or assessments shall continue until such member s stock is transferred as provided herein. ARTICLE II. VOTING RIGHTS Only Regular Active members that are not in default and not under suspension or expulsion shall be entitled to vote at any meeting of the Club membership. Active members participating in the installment payment plan per Article V, Section 6.B may not vote until full payment is made to fulfill the requirements of the installment plan. Active members who sign proxies may vote for, or against, all proposals on the Agenda, at all meetings. Proxies are to have each proposal printed, and a box provided for an affirmative, or negative vote. Failure to indicate in this manner will be authorization for General Power of Attorney in the proxy vote. A proxy submitted to the Secretary of the Club, must contain an affirmative or a negative vote, and no General Power of Attorney shall be permitted.

11 ARTICLE III. BOARD OF GOVERNORS Section 1. POWERS The business and property of the Club shall be managed and controlled by the Board of Governors, except to the extent these By-Laws specifically require action by Regular Active Members. The Board of Governors shall have full and complete control and management of the operations of the Club, shall supervise and control the appropriation, use and application of its funds, shall authorize all contracts and purchases and shall have the power to make and enforce rules and regulations for the Government of the Club and the conduct of the member and in general shall exercise all rights and powers not specifically reserved to the members. They shall provide for an annual audit or review of the books and records of the Club by an independent accounting firm. Section 2. CAPITAL IMPROVEMENTS: LIMITATION The Board of Governors may authorize capital expenditures out of general funds; provided, however, the aggregate of such authorization shall not exceed two hundred thousand dollars ($200,000.00) in any fiscal year except as approved by a majority vote of Regular Active members present in person or by proxy (in the form approved by the Board of Governors) at an annual meeting or special meeting called for such purpose. Determinations as to what constitutes capital expenditures shall be made in accordance with accepted practices and principles of accounting. Section 3. NUMBER AND TERM OF OFFICE The Board of Governors shall be composed of nine members of the Club entitled to vote who shall be chosen as follows: At each annual meeting hereafter, three (3) Governors shall be elected for a term of three (3) years. Said term of office shall commence ten (10) days following the annual meeting at which such Governors are elected and shall expire ten (10) days subsequent to the annual meeting of the third year after their election, or ten (10) days subsequent to the election of their respective successors, whichever is later. Section 4. VACANCIES Whenever a vacancy shall occur on the Board of Governors, the remaining Governors may fill such vacancy by the election of a Governor to serve until the next annual meeting at which time a Governor shall be elected for the unexpired portion of such term.

12 Section 5. MEETINGS Regular meetings of the Board of Governors shall be held at such time and place as shall be determined by the Board of Governors. No notice shall be required for regular meetings. Special meetings of the Board of Governors may be called by the President or by three (3) or more members of the Board on two (2) days notice given personally by mail, telephone, facsimile or electronic mail. When a meeting is called by three or more members of the Board, the same shall be in writing, directed to the Secretary who shall give the notice herein required. Section 6. QUORUM A majority of the Governors in office shall constitute a quorum for the transaction of business at any regular or special meeting of the Board of Governors. If at any meeting a quorum is lacking, a majority of the Governors present may adjourn the meeting from time to time until a quorum shall be present. Section 7. NOMINATION A. At the July meeting of the Board of Governors there shall be appointed a Nominating Committee of seven (7) voting members of the Club, none of whom shall be a member of the Board of Governors. Members of the Nominating Committee shall not be eligible to serve in successive years, and all members of the Nominating Committee must be regular active members of the Club for four (4) years as of the date of the forthcoming annual stock holder meeting. The Nominating Committee shall consist of no less than two (2) members who were past Presidents of the Club and no less than four (4) members who have served as past Board members. Said Nominating Committee shall select from among the Active Members of the Club, Intermediate Members and spouses of Regular Active Members and Spouses of Intermediate Members a minimum of nominees equal to the number of vacancies on the Board to be filled. They shall file a report of their nominations with the Secretary of the Club on the date of, or before the August Board Meeting of the Board of Governors. The Secretary shall post both nominated candidates and candidates running by petition on the front lobby bulletin board at the Clubhouse as soon as possible and mail notice thereof to each active member entitled to vote at least six (6) weeks prior to the annual meeting. B. Any Regular Active member, Intermediate Members and Spouses of Regular Active members and Spouses of Intermediate Members may be nominated as a candidate for election to the Board of Governors by a petition signed by not less than twenty (20) Regular Active Members who are entitled to vote. Such nominations shall be filed with the Secretary at least four (4) weeks prior to the annual meeting.

13 Section 8. ELECTION A. The Board of Governors to be elected at the Annual Meeting shall be chosen by ballot. The Secretary shall, at least ten (10) days before the date of the Annual Meeting, mail to each Regular Active member of the Club entitled to vote a ballot on which shall be printed the names of all of the candidates nominated in accordance with the By-Laws. With said ballot shall be mailed two envelopes, one of which shall be a plain envelope on which the words Ballot Only shall be printed. Upon the other envelope shall be printed the name of the Secretary of the Club and the address of the Dearborn Country Club. In the upper left-hand corner of this latter envelope, a space shall be provided for the voting member s name and address. After marking the ballot, the member voting shall place it in the plain envelope marked Ballot Only and seal said envelope. Said envelope shall then be enclosed in the one addressed to the Secretary of the Club and after sealing same, the member voting shall either mail, or on the date of the Annual Meeting, personally deposit it in a ballot box to be provided for this purpose at the Clubhouse. Ballots may be deposited on the date of the Annual Meeting between the hours of twelve noon and eight p.m. but no ballot shall be valid unless received at the Clubhouse by eight p.m. on the date of the Annual Meeting. The ballots received by mail shall be kept securely by the Secretary with outer envelopes unopened and then delivered on the date of the annual meeting to the tellers appointed by the Board. The ballot to be mailed to members to vote shall have printed upon it a copy of this By-Law. The ballot shall be determined a valid ballot so long as it does not contain more votes than the number of vacant positions to be filled. B. Tellers. The Board of Governors, at a meeting preceding the Annual Meeting, shall appoint an outside agency who shall not be members of the Board of Governors, members of the nominating committee, or candidates for office, who shall serve as tellers of the election. They shall receive from the Secretary at the time the polls close the ballots cast by mail and add them to those personally deposited in the ballot box by members. In counting the ballots, they shall first check the name of the member voting shown on the envelope addressed to the Secretary of the Club against the list of members entitled to vote, and as the validity of all votes shall have been determined in this matter, the envelope designated Ballot Only shall be deposited, unopened, in the ballot box. Thereafter, the ballot box shall be opened, the ballots removed from the envelopes and all the ballots counted. Candidates receiving the greater number of votes shall be declared elected. In the event two or more candidates receive an equal number of votes, such tie shall be resolved by lot. The tellers at the close of the balloting shall report the results in writing to the President who shall thereupon announce the same to the members assembled at the meeting.

14 ARTICLE IV. OFFICERS Section 1. ELECTION AND QUALIFICATION The existing Board of Governors shall meet within ten (10) days after the Annual Meeting and shall elect from among their members a President, Vice President, Secretary and Treasurer who shall hold office for a term of one (1) year commencing ten (10) days following the Annual Meeting of the year in which elected to such office and shall expire ten (10) days subsequent to the Annual Meeting in the year following their election to said office, or until their successors shall be duly elected and qualified, or until removed by the Board of Governors. For the purpose of this Section, the term from among their members is understood to include the newly elected but does not include the three (3) members whose term expires ten (10) days subsequent to said Annual Meeting. A vacancy during any term of office shall be filled by election by the Board of Governors. Section 2. DUTIES AND POWERS The Officers shall perform the duties and have the power usually associated with the respective offices and such other duties and powers as may from time to time be prescribed and delegated by the Board of Governors. Section 3. APPOINTMENT OF COMMITTEES A. The President, with the approval of the Board of Governors, shall each year at such time as it is deemed advisable appoint working or advisory committees. B. Standing Committees: The following Standing Committees are hereby created to serve as working committees advisory to their respective counterparts who are members of the Board of Governors who shall serve as liaisons to each committee: GREENS MEMBERSHIP FINANCE ENTERTAINMENT AND POOL GOLF HOUSE LEGAL, INSURANCE & PERSONNEL LEGACY A member of the Board of Governors, appointed by the President, shall serve as the Managing Director of each committee. Each Managing Director shall, subject to the approval of a majority of the Board of

15 Directors, appoint a Chairperson from the membership for his or her committee by no later than December 1 of each year, to serve a one year term. A Chairperson shall be permitted to serve multiple terms if approved by the majority of the Board of Governors. Chairperson vacancies occurring other than through expiration of term shall be filled by the Managing Director, subject to approval of a majority of the Board of Governors. Each committee shall consist of the Chairperson and no less than three (3) members or spouses, none of whom shall be members of the Board of Governors. The members shall be appointed by the President with the approval of a majority of the Board of Governors and should preferably have some background knowledge and experience in the area of the committee s responsibility. The term of each member of the committee shall be three (3) years. The Managing Director will attend all committee meetings and serve as the committee s liaison to the Board of Governors. All committee member terms shall begin as of December 1st and end November 30th, provided however, all members shall hold office until their successors are appointed. Members may be removed by the President with approval of a majority of the Board of Governors for cause. Vacancies occurring other than through expiration of term shall be filled by the President subject to approval of a majority or the Board of Governors. Section 4. INDEMNIFICATION Revised November 11, 2004 The Club shall indemnify, defend and hold harmless each member of the Board of Governors, each officer of the Club, each member of the Long Range Planning Committee and each member of all Standing Committees, whether civil, criminal, administrative or investigative, by reason of the fact the person is or was a director or officer of the Club. Such indemnification shall be against expenses (including legal fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceedings if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Club, and with respect to any criminal action or proceeding, if the person had no reasonable cause to believe such conduct was unlawful. The termination of any action, suit or proceedings by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the Club, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. The Club may, by action of its Board of Governors, provide indemnification of its Board of Directors, provide indemnification to employees and agents to the same or a lesser extent as the foregoing indemnification outlined above. The foregoing right of indemnification shall not preclude any indemnification of any governor, officer, employee or other person, to which such person may be entitled by law or by virtue of any document or agreement, which may be legally provided or afforded by or under any action by the members and/or

16 directors of the Club. All rights of indemnification shall inure to the benefits of the heirs, executors, and administrators of the person involved. ARTICLE V. CAPITAL STOCK Section 1. COMPOSITION AND CLASSIFICATION The capital stock of this Club shall consist of three hundred (300) shares of $100 par value each. Section 2. LIMITATION OF OWNERSHIP No member shall own more than one share of stock of the Club, except that the Club itself may own more than one share. Section 3. TRANSFER RESIGNATION DEATH EXPULSION A. Transfer. A share of stock of the Club issued to a Regular Active member shall be transferred only on the books of the Club when all conditions of these By-Laws have been complied with, and any required transfer charge has been paid. Such transfer charge shall be in such amount as may be fixed from time to time by the Board of Governors; provided, however, that no transfer charge shall be required to be paid upon the transfer of a share of stock in the following cases: When a transfer is made to the surviving spouse of a deceased Regular Active member who has been duly elected to Regular Active membership and who has acquired the share of stock of the deceased spouse. B. Resignation. The Club shall, after receipt of the written resignation of a Regular Active member, and receipt of such member s endorsed stock certificate, have the first right and option for a period of twenty (20) days to purchase such share of stock at the highest price and on the same terms and conditions offered by any person in the Club. If the Club does not purchase such share of stock in the time aforesaid, such member may sell such share of stock to any person who has been duly elected to Regular Active membership and who has not obtained a share of stock, upon the same terms and conditions offered to the Club, subject to the existing rules, regulations, and restrictions relating to the sale and transfer of such share of stock. Upon the payment of all dues and indebtedness to the Club to the date of transfer, and upon the transfer of such share of stock either to the Club or to some person duly accepted to Regular Active membership, the Board of Governors shall accept such resignation.

17 A Regular Active Member may resign from the Club at any time provided the resignation is in compliance with these By-Laws. Any Member that notifies the Club in writing of withdrawal of said resignation, prior to the Board of Governors accepting such resignation, is prohibited from submitting a resignation again for a period of two (2) years after the date upon which the prior resignation was withdrawn. However, a Member may submit for resignation within the aforesaid two (2) year period upon payment to the Club of a five hundred dollar ($500.00) administrative fee. C. Death of a Regular Member. The death of a member of any classification shall operate as a release of all rights, title or interest in the property and assets of the Club and, except in the instance where a qualified surviving spouse has been elected to such membership by the Board of Governors, such rights, title and interest shall thereupon become vested in the Club. Upon the deposit of the stock certificate with the Secretary of the Club, properly endorsed by the personal representative, heirs or legatee of such deceased member, together with proper proof of authority of the endorser to make such endorsement, then the Club will purchase said deceased member s stock from the estate at a price of one dollar ($1.00) contingent upon payment of all outstanding dues and indebtedness to the Club. Every certificate of stock issued by the Club shall contain the following statement: This certificate is issued to the owner designate herein as a certificate of membership in Dearborn Country Club, upon the express understanding that it is held subject to all By-Laws, rules and regulations of the Club, and that the interest of the owner shall descend to said owner s personal representative, heirs or legatees. To facilitate the purchase of Dearborn Country Club stock by a prospective member the payment of the transfer charge may be made on an installment payment plan as established by the Board of Governors at the time of acceptance for membership. Active members participating in the installment payment plan will have a share of stock held by the club in escrow until full payment is made to fulfill the provisions of the installment plan. D. Expulsion. Upon the expulsion of any Regular Active member by the Board of Governors for the non-payment of dues or any indebtedness or for misconduct, the Board of Governors shall in its discretion notify such member to deliver to the Secretary the stock certificate properly endorsed in blank. In the event of the failure of any member to deliver such stock certificate in pursuance of such notification, then such stock certificate shall become null and void and of no force and effect, and the Club may issue another certificate in its place and stead. Any such share of stock shall thereupon be sold in such manner as may be determined by the Board of Governors. Out of the proceeds of such sale, the Club shall retain any transfer charge, all dues and indebtedness to the Club for which the former owner was liable, and pay any residue to such former owner, but such payment shall not be

18 made until the certificate issued to the former owner has been surrendered properly endorsed or indemnity provided to protect the Club in the event the certificate has been lost. Upon the transfer of the share of stock of any member, such person shall cease to be a member of the Club. Section 4. LIENS FOR DUES AND INDEBTEDNESS The Club shall have a lien upon the share of stock of each member for all dues and indebtedness of such member, enforceable as herein provided. Such lien shall, however, not prevent collection of any indebtedness by any other legal means. Section 5. PURCHASE BY THE CLUB OF SHARES OF ITS STOCK The Club in the discretion of the Board of Governors may become the purchaser of any shares of its stock offered at any public or private sale. The shares of stock of any Regular Active member acquired by the Club by purchase or otherwise, may be resold to any person, not a stockholder, elected to Regular Active membership for such price and upon such terms and conditions as the Board of Governors may fix. Section 6. STOCK CERTIFICATES A. Every certificate of stock issued by the Club shall contain the following statement: This certificate is issued to the owner designate herein as a certificate of membership in Dearborn Country Club, upon the express understanding that it is held subject to all By-Laws, rules and regulations of the Club, and that the interest of the owner shall descend to said owner s personal representative, heirs or legatees. B. To facilitate the purchase of Dearborn Country Club stock by a prospective member the payment of the transfer charge may be made on an installment payment plan as established by the Board of Governors at the time of acceptance for membership. Active members participating in the installment payment plan per Article V, Section 6.B are considered Regular Active members and as such, hold full voting privileges. ARTICLE VI. MEETINGS OF MEMBERS Section 1. ANNUAL MEETING The Annual Meeting of the members of the Club shall be held at the Clubhouse on the second Thursday of November of each year at 8 p.m. If for any reason the Annual Meeting shall not be held on the date herein designated, such meeting shall be called and held as a special meeting as soon thereafter as possible and

19 the same proceedings may be had thereat as at an annual meeting provided that ten (10) days notice shall be given of such meeting. Section 2. SPECIAL MEETINGS Special meetings of the members may be called by the Board of Governors, and shall be called by it within thirty (30) days whenever requested in writing by twenty-five (25) percent of the Regular Active members then entitled to vote at such meetings, such requests to state the purpose thereof. Section 3. NOTICE At least ten (10) days notice of the Annual Meeting or any special meeting of the Regular Active members shall be mailed to each member entitled to vote thereat. Notice of any special meeting of the Regular Active members shall state the purpose thereof. Section 4. QUORUM Twenty-five (25) members entitled to vote at such meetings, present in person, shall constitute a quorum at any annual or special meeting. A lesser number may vote on adjournment to some other date. Section 5. ORDER OF BUSINESS The order of business at the Annual Meeting of the Club shall be as follows: 1. Call to order by presiding officer. 2. Reading and approval of minutes of the previous meeting. 3. Report of Secretary. 4. Report of Treasurer. 5. Report of President for the Board of Governors. 6. Report of the Committees. 7. Unfinished business. 8. New business. 9. Announcement of results of the election. This order of business may be changed by a majority vote of members present.

20 ARTICLE VII. FISCAL YEAR Section 1. The fiscal year of the Club shall end on December 31st in each year. ARTICLE VIII. INTERPRETATION, AMENDMENT AND REPEAL OF BY-LAWS Section 1. INTERPRETATION The Board of Governors shall have the power and authority to interpret the meaning of any provision of these By-Laws. Section 2. AMENDMENT Any section of the By-Laws may be amended or repealed and sections may be added thereto by a majority vote of the voting members present, in person, or by proxy (in the form approved by the Board of Governors) at any annual meeting or special meeting called for that purpose, however, copy of such proposed repeal or amendment or addition shall be mailed to the voting members of the Club and posted on the Club bulletin board by the Secretary at least (10) days prior to such meeting. The Board of Governors, or any twenty (20) Active members, may propose changes to the By-Laws under this section by filing the same in writing with the Secretary. Section 3. REPEAL All By-Laws heretofore adopted by the Club are hereby repealed. GOLF COURSE RULES FOR DEARBORN COUNTRY CLUB Families of Members A Regular Active member and the members of the immediate family excepting sons or daughters twentythree (23) years of age and older, shall be entitled to all privileges of the Club, subject to the rules, regulations, and restrictions, as set forth in the By-Laws, and as the Board of Governors may from time to time adopt.

21 Any son or daughter who is eligible to compete in Junior events as defined by the GAM and/or the Detroit WDGA is not permitted to compete in regular Club events. When eligibility for Junior events terminates (18) he or she is entitled to enter all regular Club events. This covers the ages from Guests of Members (Including Families) No one member shall introduce the same guest for golf more than two times in any one month. No guest shall be permitted the use of the golf course more than two times in any one month and then he or she must be in the company of one or more Active members. A member with guests shall be personally responsible for the conduct and indebtedness of his or her guests. The greens fee for guests shall be in the amount established by the Board of Governors. All guests must have a guest tag affixed to their respective golf bags by the Pro Shop personnel. At the same time a charge slip will be made out charging the member for the Guest play. At the end of each day, all charge slips must be accounted for which will be indicative of the total guest play for that day. These charge slips (or Cash Receipts) must be turned in to the Accounting Office by the following morning. If slip shows no charge to be made reasons for no charge. An unmarried member may request the designation of one person as a significant other, including their children under the age of 23, to be added to their membership account. A written request must be submitted to the Board of Governors. If approved by the Board of Governors, the significant other will have the same privileges as the member and do so without the member present. A member is eligible to have one designated significant other per calendar year and shall expire at the end of the calendar year. The member is financially responsible for all the charges incurred by the significant other and children. Notification must be provided to the Board of Governors if the member desires to remove the significant others privileges. No guest will be permitted the use of the golf course unless playing in the company of one or more members in the foursome. Exception only when reciprocity with another District Club is approved and then in accordance with that day s guest rules of play. GOLF RULES GUESTS GOLFING FEES AND OTHER RELATED CHARGES Guest fees: $37.50 for 9 Holes; $75.00 for 18 Holes Outside Outings: Green fees $90 per person; Cart Fees $25 per person Golf Cart Fees: $14.25 per player for 9 holes, $28.50 per player for 18 holes, plus $0.50 for Caddie Welfare Fund Spike Changing: $15.00 a pair