Exhibit D MEMBERSHIP PLAN UPDATED 06/26/13

Transcription

1 Exhibit D MEMBERSHIP PLAN UPDATED 06/26/13 i

2 THE CLUB AT SPURWING MEMBERSHIP PLAN OVERVIEW 06/26/13 MISSION STATEMENT The mission of The Club is to offer members, their families and guests a premier club experience in an atmosphere that provides the opportunity to enjoy exceptional golf, fitness, dining and relaxation. V ISION S TATEMENT The vision of The Club is to continue to attract involved and enthusiastic members, through superior course conditions, quality golf, social programs, facilities and services that resonate excellence. M EMBERSHIP O PPORTUNITY This Membership Plan, its Exhibits and any applicable Riders (the "Membership Documents") offer you an opportunity to become a member in The Club at SpurWing, located in the SpurWing Subdivision s residential community featuring exceptional golf, tennis, swimming, fitness, and social facilities. M EMBERSHIP C ATEGORIES AND P RIVILEGES The Club may offer various categories of golfing and social memberships including: Charter Membership, Challenge Membership, Full Membership, Junior Executive Membership, Individual Membership, National Membership, Corporate Membership, Clubhouse Membership, and Social Membership. The privileges associated with each category of membership in The Club are more fully described in the Membership Documents. S PECIAL M EMBERSHIP B ENEFITS In addition to exceptional Club Facilities and an extensive array of programs and activities for members and their families, membership in The Club currently offers a number of attractive benefits including: Immediate Family Privileges. A full member, his or her spouse and their unmarried children, through the age of 25 who are living at home, attending school on a full-time basis or serving in the military, are entitled to the same membership privileges extended to the member without having to pay additional membership dues. Individual member s immediate family have the same privileges as their extended family as defined below. Extended Family Privileges. A member's "family guest" including the adult children who do not fall within the definition of immediate family. Parents, ii

3 grandparents, grandchildren, brothers, sisters and the spouses of such family members may use The Club facilities as further described in this Membership Plan. Transferability of Memberships. Charter Memberships and memberships in the Community, as defined below, are transferable through The Club to the subsequent purchaser of a member's residence or homesite without placement on any waiting list with the payment of a nonrefundable transfer fee as set by The Club from time to time. Legacy Transfer. Members may request a one-time transfer of their membership through The Club to their adult child or grandchild with the payment of a nonrefundable transfer fee as set by The Club from time to time. Inheritability. Upon the death of a member, the membership may be transferred to his or her spouse or adult child as further described herein. Premier Date. When a member has their 74 th birthday, the membership dues, excluding the Challenge Course will be reduced by 50%. All other charges and membership rights are the same as required by the applicable membership plan. Resigned Memberships Reissued Prior to Membership Sell-Out. Resigned members do not have to wait until all new memberships in The Club have been issued to receive their refund. The Club may replace a resigned membership on the waiting list with every second membership sold. Payment on Replacement of Resigned Membership. A Charter, Junior Executive, and Full Member will be paid, after resignation and replacement of the membership, 25% of the membership fee paid by the new member, as set forth in this Membership Plan and his or her Membership Agreement. Club Newsletter. Members will receive a periodic newsletter containing information about events and activities at The Club and other items of interest. Website. The Club's website, located at provides members with access to important up-to-date club information. The "Community" means the SpurWing, SpurWing Estates, The Challenge Estates and SpurWing Greens Subdivisions, as well as, such other property as may be designated by The Club from time to time. C AREFULLY R EVIEW A LL M EMBERSHIP D OCUMENTS Every person who desires to obtain a membership, or owns or purchases a residence or homesite within the Community, should carefully read this Membership Plan and all of the attached or referenced exhibits and should seek professional advice to evaluate these documents. iii

4 R ELY O NLY ON W RITTEN I NFORMATION P ROVIDED NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS MEMBERSHIP PLAN AND THE REFERENCED DOCUMENTS AND, IF GIVEN OR MADE, SUCH INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE CLUB. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF MEMBERSHIP CONTAINED IN THE MEMBERSHIP DOCUMENTS WITH OTHER PRINTED MATERIALS, THE MEMBERSHIP DOCUMENTS SHALL GOVERN. M EMBERSHIPS O FFERED O NLY FOR R ECREATIONAL P URPOSES MEMBERSHIPS AT THE CLUB ARE BEING OFFERED EXCLUSIVELY FOR THE PURPOSE OF PERMITTING MEMBERS THE RECREATIONAL USE OF THE CLUB FACILITIES. MEMBERSHIPS SHOULD NOT BE VIEWED AS AN INVESTMENT AND NO MEMBER SHOULD EXPECT TO DERIVE ANY ECONOMIC PROFITS FROM MEMBERSHIP AT THE CLUB. NO FEDERAL OR STATE AUTHORITY HAS PASSED UPON OR ENDORSED THE MERITS OF THE MEMBERSHIP DOCUMENTS. A PPLICATION P ROCEDURES Each person who desires to become a member shall mail or deliver to the Membership Director a fully completed and signed Membership Agreement, along with a check for the required membership fee (the "Membership Fee"). In the event the Membership Agreement is not acted upon favorably, the Membership Fee will be fully refunded, without interest. M EMBERSHIP D IRECTOR A VAILABLE TO A NSWER Q UESTIONS Should you have any questions concerning this Membership Plan or the membership opportunities available at The Club, please contact our Membership Director, at (208) or visit our Membership Office, conveniently located at 6800 N. SpurWing Way, Meridian, Idaho 83646, Monday through Friday between 10:00 a.m. to 5:00 p.m. No appointment is necessary. You may mail inquiries to The Club at SpurWing, LLC (herein sometimes referred to as the Club), 3405 E. Overland Road, Suite 150, Meridian, ID You may also visit our website at iv

5 TABLE OF CONTENTS MEMBERSHIP FEATURES AND FACILITIES... 1 Introduction... 1 Club Facilities... 1 Additional Club Facilities... 1 Ownership of Club Facilities... 1 Lease of Certain Club Facilities... 2 Lease of Land... 2 MEMBERSHIP CATEGORIES AND PRIVILEGES... 2 Categories of Membership... 2 Full Membership... 2 Individual Membership... 2 Challenge Course Membership... 2 Corporate Memberships... 3 National Membership... 3 Junior Executive Membership... 3 Charter Membership... 4 Social And Lifestyle Memberships... 4 Clubhouse Membership... 4 Premier Date... 4 Upgrade of Membership... 4 Downgrade of Membership... 4 NUMBER OF MEMBERSHIPS... 5 Limit on Number of Memberships... 5 FAMILY AND GUEST PRIVILEGES... 5 Immediate Family Privileges... 5 Privileges for Individual Living with Member... 5 Extended Family Privileges... 5 Guest Privileges... 6 Reserved Memberships... 6 Purchasers of Residences or Homesites... 6 Ownership of Multiple Residences or Homesites... 6 Buyer's Waiting List... 7 Multiple Owners of Property... 7 Membership Held in Name of Entity... 7 MEMBERSHIP FEE... 8 Membership Fee Required to Acquire Membership... 8 Setting of Membership Fee... 8 Payment Upon Transfer of Membership... 8 Deduction of Amounts Owed... 8 RESIGNATION OF MEMBERSHIP... 8 TRANSFER OF MEMBERSHIP... 9 Transfer of Membership through Club... 9 Transfer Upon Sale of Residence or Homesite... 9 Transfer Through Waiting List... 9 Transfer to Another Property Within Community Repurchase of Memberships Under Other Circumstances Transfer During Member's Lifetime v

6 Transfer of Membership Upon Death of Member DUES AND ASSESSMENTS Membership Year Dues, Fees and Charges Operating Assessments Payment of Dues by Resigned Member MEMBERSHIP AGREEMENT Application Procedure Review of Application Rights Governed by Membership Documents Acknowledgment of Membership Rights OTHER MEMBERSHIP PRIVILEGES AND USE PRIVILEGES Honorary Memberships Outside Play Reciprocal Privileges Promotional Use and Tournament or Group Play CLUB OPERATIONS Management and Operation Advisory Board Club Committees MODIFICATION OF MEMBERSHIP DOCUMENTS vi

7 I NTRODUCTION MEMBERSHIP FEATURES AND FACILITIES The Membership Plan, the Rules and Regulations and each Member s Membership Agreement set forth the rights and privileges of membership in The Club (as hereinafter defined). C LUB F ACILITIES Members, their families and guests will enjoy the following exceptional Club facilities: Championship golf course master plan designed by Myron Tucker; Challenge golf course master plan designed by Damian Pascuzzo and Steve Pate; Golf practice facilities including an expansive driving range, pitching range, fairway and greenside bunkers and two large chipping and putting greens; Dedicated nine (9) hole putting course designed by Jerry Palmerton Approximately a 22,000 square foot main clubhouse including a covered patio with fire-pit dining, featuring private dining, lounge, health and fitness facilities, boardroom, complete golf shop and men's and women's locker rooms and card room; A Challenge course clubhouse; Independent, state-of-the-art training facility; Tennis facilities; and Swimming facilities. A DDITIONAL C LUB F ACILITIES The Club may, in its sole and absolute discretion, expand The Club facilities or add additional facilities, either on or off-site, as it determines appropriate from time to time. If additional facilities are added to The Club facilities, amenities, services, or The Club facilities are expanded, the number of memberships issued in The Club may be increased and The Club may offer additional categories of membership. O WNERSHIP OF C LUB F ACILITIES The Club at SpurWing, an Idaho limited Liability Company ( SpurWing ), owns and operates The Club Facilities. SpurWing and The Club are hereinafter sometimes collectively referred to as The Club. Where this Membership Plan refers to The Club taking action or having certain rights, SpurWing or its designees may take such action and shall have such rights. 1

8 L EASE OF C ERTAIN C LUB F ACILITIES The Club leases the following facilities from SpurWing Greens Homeowners Association through the date indicated below for each facility. L EASE OF L AND Tennis facility, through January 1, The Club leases land for a portion of the golf facilities from Pacific Links, Limited Company. MEMBERSHIP CATEGORIES AND PRIVILEGES C ATEGORIES OF M EMBERSHIP The Club is currently offering Full Memberships, Individual Memberships, Challenge Course Memberships, National Memberships, Junior Executive Memberships, Corporate Memberships, Charter Memberships, Clubhouse Memberships, Lifestyle Memberships and Social Memberships. The Club may offer certain other memberships and use privileges as described in the "Other Memberships and Use Privileges" provision in this Membership Plan. F ULL M EMBERSHIP Each Full Member may use all of The Club facilities, including the golf, tennis, fitness, swimming and social facilities of The Club. Full Members will not be required to pay green fees, court fees or fitness center fees for use of the golf, tennis or fitness facilities. Policies regarding advance sign-up privileges for golf tee times and tennis court times will be determined by The Club from time to time. I NDIVIDUAL M EMBERSHIP Each Individual Member may use all of The Club facilities, including the golf, tennis, fitness, swimming and social facilities of The Club. Individual Members will not be required to pay green fees, court fees or fitness center fees for use of the golf, tennis or fitness facilities. Immediate family members are considered as extended family for Individual Memberships. Policies regarding advance sign-up privileges for golf tee times and tennis court times will be determined by The Club from time to time. C HALLENGE C OURSE M EMBERSHIP Except for use of The Club s Championship course, each Challenge Course Member may use The Club facilities, including the golf, tennis, fitness, swimming and social facilities of The Club. Policies regarding advance sign-up privileges for golf tee times and tennis court times will be determined by The Club from time to time. 2

9 C ORPORATE M EMBERSHIPS The Club reserves the right to issue up to eighty (80) Corporate Memberships on such terms and conditions as The Club determines appropriate. Said Corporate Membership s shall be subject to the following terms and conditions in addition to any other terms or conditions hereafter adopted by The Club. First, each Corporate Membership shall have a primary account holder and the right to designate a maximum of four (4) authorized designees on an Individual, Challenge Course, Social or Full basis annually. The rights of said designees shall be valid only for the year or term in which they are designated, although they may be re-designated as authorized designees by the Corporate Member s authorized agent or legal entity approved by The Club who holds the Corporate Membership in subsequent years. For each designee designated by the holder of the Corporate Membership during the calendar year in question, the holder of the Corporate Membership shall pay the customary and routine membership dues then in effect for each such member designated for the entire applicable calendar year. Moreover, the individuals designated by the Corporate Member s authorized agent during each such annual basis shall, for the period of their designation, be jointly and severally liable for all dues applicable to their designated usage. A Corporate Member who has designated a designee and who thereafter wishes to change the designee during the same annual term to which the designation applies, may only do so on such terms and conditions as may be deemed appropriate by The Club, which may include payment of any fees imposed by The Club to effectuate said transfer. The Corporate Member shall be responsible for a minimum dues amount equal to two (2) full members for the entire calendar year in question. Corporate Memberships may only be transferred or resigned on such terms and conditions as may hereafter be adopted by The Club from time to time. N ATIONAL M EMBERSHIP National Memberships may be offered to prospective members who hold their primary residency outside the State of Idaho. Each National Member may use all of The Club Facilities, including the golf, tennis, fitness, swimming and social facilities of The Club. National Members will not be required to pay green fees, court fees or fitness center fees for use of the golf, tennis or fitness facilities. Policies regarding advance sign-up privileges for golf tee times and tennis court times will be determined by The Club from time to time. J UNIOR E XECUTIVE M EMBERSHIP Junior Executive Memberships for either Individual or Full membership rights, may be offered to adults between the ages of Upon attainment of age 36, Junior Members must obtain the appropriate new membership under the then current membership plans. Junior Members may use all of The Club Facilities, including the golf, tennis, fitness, swimming and social facilities of The Club. Junior Members will not be required to pay green fees, court fees or fitness center fees for use of the golf, tennis or fitness facilities. 3

10 Policies regarding advance sign-up privileges for golf tee times and tennis court times will be determined by The Club from time to time. C HARTER M EMBERSHIP Charter Members will have the same privileges to use The Club facilities as Full Members. Charter Members also have certain special benefits including the ability to transfer their membership in the same manner as a member in the community, and the ability to sponsor guests without accompanying them. S OCIAL A ND L IFESTYLE M EMBERSHIPS Each Social Member and Lifestyle Member may use all of the tennis, fitness, swimming and social facilities of The Club. Social Members may have limited golf privileges as determined by The Club from time to time. Lifestyle Members will not have any golf privileges except those afforded them as a guest of a Golf Membership and in accordance with the guest play limitation. Social Members and Lifestyle Members will not be required to pay court fees or fitness center fees for use of the tennis facilities and fitness facilities. Policies regarding advance sign-up privileges for tennis court times will be determined by The Club from time to time. C LUBHOUSE M EMBERSHIP Clubhouse Members pay an annual fee for use of the activities in the Clubhouse. These activities include food and beverage service, access to the event and meeting rooms, purchasing at the Pro Shop, and access to the patio. Clubhouse Members will not have tennis, golfing, fitness, or swimming privileges. P REMIER D ATE When a member or spouse reaches their 74 th birthday, the membership dues will be reduced by 50%. All other charges and membership rights remain the same as designated by their applicable membership plan. U PGRADE OF M EMBERSHIP Any member may upgrade their Membership on terms and conditions determined by The Club from time to time. D OWNGRADE OF M EMBERSHIP Downgrades of membership will not be permitted except in cases of hardship as verified in writing and approved by The Club on a case by case basis in its sole discretion. 4

11 NUMBER OF MEMBERSHIPS L IMIT ON N UMBER OF M EMBERSHIPS Based on the combined usage of the Challenge and Links Courses, the maximum combined number of Charter Memberships, Full Memberships, Individual Memberships, Challenge Course Memberships and Junior Executive Memberships permitted is 600. The maximum number of Corporate Memberships permitted is 80 (in addition to the 600 defined herein). (When determining overall membership counts, Individual Memberships shall equate to three fifths (3/5) of a Full Membership.) The Club may from time to time, in its sole and absolute discretion, further limit the number of memberships available as The Club determines appropriate from time to time. The number of members may be increased if additional Club Facilities are created. FAMILY AND GUEST PRIVILEGES I MMEDIATE F AMILY P RIVILEGES A Full member's immediate family will be entitled to use The Club Facilities on the same basis as the member. A member's immediate family will include the member's spouse and their unmarried children through the age of 25 who are living at home, attending school on a full-time basis or serving in the military. Individual Member s Immediate Family has the same privileges as Extended Family (as defined below). P RIVILEGES FOR I NDIVIDUAL L IVING WITH M EMBER An unmarried member living together with another individual in the same household as a family unit may designate the other individual, on a membership year basis, to use the Club Facilities as an immediate family member. The total number of adults, who may have membership privileges, including the member, is limited to two adults per membership. The member and the designated user shall be individually and jointly responsible for the payment of all charges and fees incurred by the designated user. The Club reserves the right to establish such fees and other rules and require the member and designated user to submit such information as The Club deems appropriate. E XTENDED F AMILY P RIVILEGES The Club reserves the right from time to time, to permit the extended family of a member to use the Club Facilities as a member's "family guest," in the company of the member upon payment of such fees as may be established by The Club. A member's "family guest" is defined as the adult child, grandchild, parent, grandparent, brother, sister, and spouses of the same. A family guest may play the golf course up to twelve (12) times per calendar year and may pay a reduced green fee. The Club may modify or terminate this privilege and establish such rules with respect thereto as it may determine from time to time. 5

12 G UEST P RIVILEGES Members may have guests, not classified as a family guest use the Club Facilities in accordance with the member's category of membership and the Rules and Regulations of The Club. The Club will allow the same guest, regardless of which member accompanies said guest, to use the golf course no more than six (6) times per membership year. Club policy is that all Member purchases be placed on the Member s house account however, as a courtesy to our members, member guests may be permitted to place charges on an approved credit card subject to a nominal courtesy fee. Otherwise the Member shall be responsible for the payment of charges incurred, but not paid, by his or her guests, including any applicable daily guest fees established by The Club from time to time. Members will also be responsible for the conduct of their guests. The six times restriction on the number of times a person can play golf each membership year shall exclude tournament play in any member-guest tournament. R ESERVED M EMBERSHIPS All of the unissued Memberships in The Club will be reserved by The Club and will not be considered to be available memberships in The Club. The Club reserves the right to issue reserved memberships to any person whom The Club, from time to time in its sole and absolute discretion, determines appropriate, including persons who do not own a residence or homesite in the Community. P URCHASERS OF R ESIDENCES OR H OMESITES Each purchaser of a residence or homesite in the Communities may apply for a Membership or a Social Membership in The Club upon execution of his or her purchase agreement for said residence or homesite. If membership is not applied for upon execution of the Purchase Agreement, purchaser may apply for membership at a later date only if one is available and not otherwise reserved by The Club, and only upon payment of the Membership Fee which is in effect at the time the membership is acquired. The number of memberships in each category may be limited and available memberships in each category will generally be issued on a first-come, first-served basis. OWNERSHIP OF A RESIDENCE OR HOMESITE DOES NOT GIVE ANY VESTED RIGHT OR EASEMENT, PRESCRIPTIVE OR OTHERWISE, TO USE THE CLUB FACILITIES, OR TO ACQUIRE A MEMBERSHIP IN THE CLUB AND DOES NOT GRANT ANY OWNERSHIP OR MEMBERSHIP INTEREST IN THE CLUB OR THE CLUB FACILITIES. O WNERSHIP OF M ULTIPLE R ESIDENCES OR H OMESITES If a person has acquired two or more residences or homesites in the Community, the purchaser may acquire a membership for each residence or homesite, with rights and obligations as defined by the terms of this Section. If the person does not acquire a membership for each residence or homesite, The Club will not guarantee a membership for the residence or homesite at a later date. Persons who acquire two or more contiguous lots but who construct only one residence may apply for only one membership. If a person owning multiple properties in the Community acquires Memberships for more than one 6

13 property, during the offering period, then the following additional rules will apply. First, additional Memberships procured by a member for additional properties not occupied by the Member will be considered inactive until the sale of the property to which the Membership applies. Second, during said inactive period, not to exceed 24 months, of any such memberships, no monthly dues shall be paid thereon nor shall an inactive membership under this Section be subject to any assessments otherwise authorized under this Membership Plan. Third, during the inactive period of memberships, no use privileges to The Club facilities shall arise therefrom or be associated therewith. Fourth, an inactive membership under this section may be activated on written request by the Member and upon such terms and conditions as are deemed appropriate by The Club. Fifth, there will be a one-time fee for the transfer of a membership acquired under this section. That fee will be due at the time said membership is sold or transferred as part of a sale of the residence or homesite to which it applies. Sixth, a person who seeks to acquire multiple memberships under the terms of this section must acquire, as a condition thereof, at least one active membership at the time of the acquisition of additional inactive memberships. B UYER' S W AITING L IST If memberships are not available, The Club will establish a waiting list of those persons who; (i) have notified The Club in writing of their desire to purchase a membership; and (ii) have paid a waiting list deposit equal to 25% of the required membership fee. M ULTIPLE O WNERS OF P ROPERTY Except as provided for elsewhere in this agreement, in the event a residence or home site in the Community is owned by more than one person, then the following rules shall apply. Each of the owners of said residence or home site who desires membership in The Club must individually acquire a membership in accordance with such terms and conditions as may then be in effect. In other words, by way of example and not by way of limitation, if one residence or home site is jointly owned by two married couples, and if both couples desire membership in The Club, then each such couple must obtain a membership. A membership owned by one couple who is in joint ownership of a residence or home site will not confer any membership benefits or privileges on or to the other co-owner or owners of the residence or home site. M EMBERSHIP H ELD IN N AME OF E NTITY For the convenience of members, a membership may be held in the name of a corporation, partnership, trust or other form of multiple ownership (collectively, the "entity"). The entity must designate one individual or family who will have the right to use the membership. The designated individual or family may not be changed. The designated user must submit a Membership Agreement and will be subject to the approval of The Club. The designated user must be a bona fide director, officer, partner, shareholder or employee of the entity, or a beneficiary, trustee or settler of the entity if the membership is held in the name of a trust, and must pay the required dues and charges. No person other than the designated user and his or her immediate family will be entitled to simultaneously use the membership. 7

14 MEMBERSHIP FEE M EMBERSHIP F EE R EQUIRED TO A CQUIRE M EMBERSHIP Persons desiring to be members of The Club must pay the Membership Fee in effect on the date of application for a membership. S ETTING OF M EMBERSHIP F EE The Membership Fee for all memberships in The Club will be set by The Club from time to time at any level it deems appropriate in its sole and absolute discretion, including the right of The Club to offer bulk sales discounts of unissued memberships. The Membership Fee for Memberships which are available for reissuance by The Club will be equal to the Membership Fee set by The Club for unissued memberships. P AYMENT U PON T RANSFER OF M EMBERSHIP A resigning Charter or Full Member wishing to transfer their membership to a new member will, within 30 days after the reissuance of the membership, be paid 25% of the Membership Fee actually paid by the new member ("Reissuance Payment"). The Club shall be obligated to pay the refund to the resigning Charter or Full Member only after the membership has been reissued to a successor Full Member who has paid the required Membership Fee in full to The Club. The Club from time to time, in its sole and absolute discretion, may make the refund to the resigning Charter or Full Member prior to the payment of the Membership Fee in full by a successor Full Member. A Social Member, Individual Member, National Member, Junior Executive Individual Member, Challenge Course Member and Corporate Member (or its designees) shall not be entitled to any refund of his or her Membership Fee under any circumstances, including after resignation, death, or termination of membership. D EDUCTION OF A MOUNTS O WED The Club will deduct from any amount to be paid to the member any amount which the member owes the Club. RESIGNATION OF MEMBERSHIP The following two methods of resignation are available to members: (a) A member may give written notice of his or her resignation not less than ninety (90) days prior to the end of the membership year (July 1 st to June 30 th ) in which the resignation is submitted. Said resigning member is obligated to pay all dues and fees through the end of the membership year in which the resignation is submitted. Said member will be entitled to no refund of any deposit or other fee from The Club and will have no further liability to The Club provided, however, that said resignation shall not relieve the member of any sums that remain due to The Club under any promissory note given as partial consideration for the purchase of the 8

15 Membership in which the resignation applies. Any such sums remaining owing under any such promissory note shall continue to be owed and paid in accordance with the terms of said note, although the obligation for dues shall not survive the end of the membership year during which the resignation has been made as set forth above. Further, the resigning member shall have no further right to repayment or refund of any other sums from The Club whatsoever. (b) A member may give written notice of his or her resignation not less than ninety (90) days prior to the end of the membership year in which the resignation is submitted. Said resigning member is obligated to pay all dues through the end of the membership year in which the resignation is submitted. The Member who desires to arrange for The Club to reissue the resigned membership will be required to pay a fee, refundable upon reissuance of the membership, prior to having the membership placed on a resigned membership waiting list. That fee shall be due at the time the resignation is submitted. TRANSFER OF MEMBERSHIP T RANSFER OF M EMBERSHIP THROUGH C LUB A member may not transfer or sell his or her membership to any person or entity. A member may resign his or her membership and arrange for The Club to reissue the membership. Should a member desire to resign from The Club, the member shall be required to give written notice to The Club. Resignation of a membership is irrevocable, unless otherwise determined by The Club. T RANSFER U PON S ALE OF R ESIDENCE OR H OMESITE A member who resigns from The Club upon the sale of his or her residence or homesite in the Community may arrange for The Club to reissue his or her membership to the subsequent purchaser of his or her residence or homesite in the Community regardless of whether all of the memberships in that category have been issued and regardless of whether there are any resigned memberships on the waiting list. The subsequent purchaser desiring the resigned membership will be required to submit a Membership Agreement; will be subject to the approval of The Club; and will be required to pay the Transfer Fee which is then in effect. The subsequent purchaser must acquire the membership within 30 days of the real estate closing. T RANSFER T HROUGH W AITING L IST A resigned Charter Member or Full Member who desires to arrange for The Club to reissue the resigned membership will be required to pay a fee, refundable upon reissuance, in an amount established by The Club from time to time prior to having the membership placed on a resigned membership waiting list. Any resigned membership on the waiting list will be reissued on a first-resigned, first-reissued basis, as follows, unless the member arranges for the subsequent purchaser of his or her residence or homesite in the Community to acquire his or her membership: 9

16 (a) (b) During the period through December 31, 2013, The Club will reissue no more than ten resigned memberships per year with every second membership replacing a resigned membership from the waiting list, provided there is a resigned membership on the waiting list. The other Membership sold will be from The Club's unissued memberships. This procedure allows the reissuance of resigned memberships prior to the issuance of all Full Memberships in The Club. From and after January 1, 2014, The Club will reissue resigned memberships one for every two new fully paid Memberships until membership reaches 600. At that point in time, resigned memberships will be reissued one for every new fully paid membership provided there is a resigned membership on the waiting list. Resigned Charter Memberships and Full Memberships will be placed on the same waiting list for reissuance. Resigned Charter Memberships will be reissued as Full Memberships. T RANSFER TO A NOTHER P ROPERTY W ITHIN C OMMUNITY If a member acquires another residence or homesite by selling their residence or doing a lot trade-in, then the member may assign his or her current membership to that other residence or homesite, subject to submitting the proper forms required by The Club, which forms must be signed by the member. If the person whose residence or homesite the member is acquiring is also a member of The Club, the person selling the residence or homesite may resign his or her membership at the discretion of The Club. R EPURCHASE OF M EMBERSHIPS U NDER O THER C IRCUMSTANCES The Club may in its sole and absolute discretion, repurchase a resigned membership, which is not being transferred to the subsequent purchaser of the resigning member's residence or homesite in the Community, on terms agreed to by The Club and the member. Any membership so purchased shall be added to The Club's reserved memberships. The Club is not obligated to repurchase a membership under any circumstances, but may do so in its sole and absolute discretion. T RANSFER D URING M EMBER' S L IFETIME A Charter or Full Member may arrange for the transfer of his or her Charter or Full Membership to an adult child or grandchild who is approved for membership in The Club with the payment of a nonrefundable transfer fee in an amount determined by The Club from time to time in its sole discretion. The adult child or grandchild shall not be required to pay a Membership Fee and the transferring member shall not be entitled to any payment upon reissuance of the membership. The transfer of the membership to an adult child or grandchild shall not be subject to any waiting list. T RANSFER OF M EMBERSHIP U PON D EATH OF M EMBER Upon the death of a Charter or Full Member, The Charter or Full Membership will automatically pass to the surviving spouse of the deceased member without the payment of any additional Membership Fee. If the deceased member is not survived by a spouse or the 10

17 spouse does not desire the membership, then an adult child or grandchild of such member, if approved for membership by The Club, may acquire the deceased member's membership without the payment of any additional Membership Fee or transfer fee. In the case of a transfer of membership to the deceased member's spouse, adult child or grandchild, the reissuance payment will not be made to the deceased member's estate, but will transfer to the transferee of the membership. The adult child or grandchild shall be designated by the deceased member in his or her will or in the absence of designation in a will, in a notarized written notice to The Club, and if the adult child or grandchild is not so designated by the deceased member, the adult child or grandchild may be designated by the deceased member's spouse or if not designed by the deceased member's spouse, by written notice to The Club signed by all of the deceased member's children. The designated adult child or grandchild must make application no later than 90 days after the right to possession of the membership, and pay all dues, unpaid Membership Fee and interest, if any, unpaid charges, and assessments for the intervening period between the date of the member's death and the date of the application. If the deceased member is not survived by a spouse or the spouse does not desire the membership and an adult child or grandchild is not designated pursuant to the provision or does not apply for the membership within 90 days after acquiring the right to possession of the membership certificate, the membership will be surrendered to The Club, and thereafter, The Club shall reissue the membership on the same basis as any other resigned membership, whereupon The Club shall pay the estate of the deceased member, upon payment of the Membership Fee in full by the successor member, the reissuance payment. L EGAL S EPARATION OR D IVORCE In the event of the divorce or separation of spouses having membership privileges, the membership, including all of its rights and benefits, will vest in the spouse awarded the membership by an agreement of separation or a decree of divorce. Until the award of the membership and written notice thereof is provided to The Club, both spouses will be jointly and severally liable for all dues and charges and both may continue to enjoy membership privileges so long as such amounts are timely paid. The Club reserves the right from time to time, in its sole and absolute discretion, not to transfer the membership to either spouse if The Club in its sole and absolute discretion, is unable to determine the person who is lawfully entitled to receive the membership. In the case of divorce, if The Club has been unable to determine which spouse is legally entitled to the membership within six months after the date of the divorce decree, the membership shall automatically be deemed resigned. DUES AND ASSESSMENTS M EMBERSHIP Y EAR The Club's membership year will constitute the 12-month period commencing July 1 and ending June 30, unless otherwise established by The Club from time to time. The Club s tax year will constitute the 12-month period commencing January 1 and ending December

18 D UES, F EES AND C HARGES The Club will determine the amount of dues, fees and charges to be payable by members. Dues shall be payable on a monthly basis on or before the first day of each month, unless otherwise determined by The Club from time to time. The current dues, fees and charges for use of The Club Facilities are indicated on the current Schedule of Dues, Fees and Charges which is subject to change from time to time by The Club. Payment of dues by members is a continuing obligation of membership which is not suspended due to the closure of any or all of The Club Facilities which result from acts of God, natural disasters, pestilence, weather, fires, the need to replace turf and landscaping on The Club property due to disease or other unanticipated cause, requirements imposed by governmental authorities after the date hereof and any events beyond the reasonable control of The Club. O PERATING A SSESSMENTS The Club may find it necessary to make assessments, in addition to dues, to cover any operating deficits which may occur. Any assessments to cover operating deficits will be prorated among Charter, Full, Individual, Junior, Challenge Course, National, Corporate and Social Members of The Club based on the amount of dues charged during the year in which the deficit occurs. P AYMENT OF D UES BY R ESIGNED M EMBER A resigned member shall be obligated to continue to pay dues, fees and other charges associated with the resigned membership until the earlier of: (a) the reissuance of the membership by The Club; or (b) the end of the membership year in which resignation occurs. A resigned member shall be permitted to use The Club and the Facilities as long as the dues, fees, and other charges continue to be paid, on a current basis, by the resigned member. MEMBERSHIP AGREEMENT A PPLICATION P ROCEDURE Each person who desires to become a member must mail or deliver to the Membership Director a fully completed and signed Membership Agreement, along with a check for the required Membership Fee. In the event the Membership Agreement is not acted upon favorably, the Membership Fee will be fully refunded, without interest. R EVIEW OF A PPLICATION After The Club has received the required materials, a determination will be made whether the applicant has satisfied the relevant conditions of membership. The determination of whether an applicant is approved for membership is made by The Club. If the application is not acted upon favorably, the applicant will receive a refund of any amount previously paid, without interest. The Club is under no obligation to give any reason for denying an application. 12

19 R IGHTS G OVERNED BY M EMBERSHIP D OCUMENTS Members of The Club agree to be bound by the terms and conditions of the Membership Documents, as amended from time to time. A CKNOWLEDGMENT OF M EMBERSHIP R IGHTS Membership in The Club permits the member to use The Club facilities in accordance with this Membership Plan and the Rules and Regulations. Membership in The Club is not an investment in SpurWing or The Club facilities and does not give a member a vested or prescriptive right or easement to use The Club facilities. Membership in The Club does not provide a member with equity or ownership interest or any other property interest in SpurWing or The Club facilities. A member only acquires a revocable license to use The Club facilities in accordance with the terms and conditions of the Membership Plan and Rules and Regulations, as the same may be amended from time to time, and the Membership Agreement. All rights and privileges of members under this Membership Plan, the Rules and Regulations and the Membership Agreement, are subordinate to the lien of any mortgage encumbering The Club facilities from time to time. A member may not pledge or hypothecate the membership except to the extent the lien or security interest is incurred as a result of obtaining the membership privileges. OTHER MEMBERSHIP PRIVILEGES AND USE PRIVILEGES The Club may offer the following additional membership and use privileges: H ONORARY M EMBERSHIPS The Club may offer fifteen (15) Honorary Memberships. This Membership is in addition to all other membership permitted to be issued in The Club and will not count toward any membership limit. This Honorary Membership is not assignable or transferable by the Honorary Member and will terminate and be surrendered to The Club upon receipt of written notice from The Club. Any Honorary Membership recalled by The Club may be reissued to another person as designated by The Club from time to time. O UTSIDE P LAY Outside play that is not member sponsored shall be regulated by the Head Golf Professional and the Manager of The Club. All outside play allowed must conform to the following standards. First, no outside tournaments, when Membership reaches 600 Charter, Individual, Challenge, Junior and Full Members, will be scheduled during peak season use unless adequate provision, such as reciprocal clubs, is made for reasonable membership access to the facilities during the period of said outside play. Second, all outside play allowed hereunder shall be undertaken and scheduled in a manner to be minimally obtrusive on members access and use of The Club facilities. 13

20 R ECIPROCAL P RIVILEGES The Club may, in its sole and absolute discretion, enter into reciprocal use privileges and access agreements with other clubs, as The Club determines appropriate from time to time, in its discretion. P ROMOTIONAL U SE AND T OURNAMENT OR G ROUP P LAY The Club will have the right to designate other persons who will not count toward membership limits, including, employees and designees of The Club and their guests to use The Club Facilities upon such terms and conditions as may be determined from time to time by The Club. The Club reserves the right, at its sole and absolute discretion, to restrict or to otherwise reserve in advance The Club Facilities for maintenance, tournament or group play, outings and other special events from time to time. Tournaments, special events and the like may be scheduled at the sole discretion of The Club. CLUB OPERATIONS M ANAGEMENT AND O PERATION SpurWing owns The Club facilities and will manage and operate The Club facilities. As a result, SpurWing is solely responsible for the government and administration of The Club facilities and The Club will have the exclusive authority to accept members, set dues and charges, establish rules and regulations and control the management and affairs of The Club facilities and The Club. The Club also reserves the right to engage a professional management company to operate The Club facilities. A DVISORY B OARD Membership may establish an Advisory Board comprised of not more than 5 members elected by Members whose purpose includes fostering good relations between the members and management of The Club, providing The Club with input on programs, plans and activities of The Club, and advising on The Club s policies and rules and regulations. The management of The Club shall meet with the Advisory Board on a periodic basis to discuss the operation of The Club facilities. The Advisory Board shall have no duty or power to negotiate or otherwise act on behalf of The Club, its management or the members of The Club, and shall serve only in an advisory capacity. The management of The Club will have the final authority on all matters concerning The Club facilities and the members of The Club. C LUB C OMMITTEES The Club will assist members in the establishment of Golf Committees, a Social Committee and other appropriate committees at our discretion from time to time. All of the members of these committees will be appointed by chairperson, and the chairperson will be appointed by The Club for specific terms as determined by The Club from time to time. The management of The Club will meet with these committees on a regular basis to discuss 14

21 member programs and events at The Club. Each of the committees will act only in an advisory capacity and will not have any duty or authority to act on behalf of the members or The Club. MODIFICATION OF MEMBERSHIP DOCUMENTS The Club reserves the right, at its sole discretion, to terminate or modify this Membership Plan and Rules and Regulations, to reserve memberships to sell, lease or otherwise dispose of The Club facilities in any manner whatsoever and to any persons whomsoever, to add, issue, modify or terminate any type or category or class of membership, to discontinue operation of any or all of The Club facilities, to convert The Club into a membership-owned club, and to make any other changes in the terms and conditions of membership or in The Club facilities available for use by members. Notwithstanding the foregoing, no portion of this Agreement may be amended so as to increase the amount of the maximum monthly dues specified herein. Further, no amendment may be made herein to allow for the imposition, levying, or charge for operating assessments to repay any capital contributions, subsequent contributions, returns on said capital contributions or subsequent contributions, or investor in The Club or to authorize any assessment contrary to or in excess of the assessments authorized under the section of the Membership Plan headed Operating Assessments. Further, no amendment may be made to increase the limitation on The Club s ability to encumber The Club facilities, as contained in the Membership Agreement. Further, no amendment may be made to impair the right-of-first refusal granted to the Members in the Membership Agreement. Further, no amendment may be made to add further conditions or restrictions on the two available methods of resignation as are set forth at page 8 hereof under the heading Resignation of Membership or to modify the terms or provisions of the Section at page 5 headed Ownership of Multiple Residences or Homesites. Upon termination of the Membership Plan or a member's category of membership or discontinuance of operation of all or substantially all of The Club Facilities, The Club will not refund to Charter Members, Junior Members and Full Members their refundable Membership Fees. 15