MEMBERSHIP PLAN
JACKSON HOLE GOLF & TENNIS CLUB MEMBERSHIP PLAN OVERVIEW V ISION S TATEMENT The goal of Jackson Hole Golf & Tennis Club is to provide its members a premier golf and tennis experience and environment. Surrounded by the natural beauty of the Tetons and the tranquility of the spectacular terrain, a championship golf course, designed by Robert Trent Jones, Jr., along with the services of the Club and an impressive new clubhouse and tennis facility provides members a premier club experience. A M ASTERPIECE R EBORN To understand the history of Jackson Hole Golf & Tennis Club is to build an ever increasing bond with the special place it holds in the Jackson Hole community. The original vision was created in 1963 by Paul McCollister, the developer of the worldrenowned Jackson Hole ski area. Paul commissioned prolific architect Bob Baldock to layout and design the original Golf Club. In 1967, Lawrence Rockefeller and the RockResorts managed Grand Teton Lodge Company purchased the course and immediately began plans to bring world-renowned golf course architect Robert Trent Jones, Jr. to Jackson to completely renovate an already wonderful golf course. With Robert Trent Jones, Jr., just completing tutelage under his famous father, together they went about creating this current world-class golf course nestled along the Gros Ventre River with the grandeur of the Tetons as a breathtaking backdrop. Completed in 1973, and placing among the nation's best courses as rated by Golf Digest Magazine since their rankings began in the 1980's, the Club's timeless architectural design has challenged and brought pleasure to golfers of all skill levels from around the globe for three decades. Having hosted both the USGA National Men's and Women's Public Links Championships as well as dozens of other local, state and regional events, the golf course has withstood the test of time. The future, however, brings a new excitement to this classic golf course. With the purchase of the Club in 1999 by Vail Resorts, there is now the unique opportunity to have Robert Trent Jones, Jr. return to Jackson Hole and refine and enhance the golf course through a significant enhancement renovation. The focus of the renovation will be to update the infrastructure of irrigation and drainage, re-build and renovate bunkers and tees, renovate selected greens and install new golf cart paths. There will also be a number of enhancements to the course for playability and aesthetics to assure that the course will be a pleasure for all skill levels of members and guests. As Mr. Jones indicated, "Jackson Hole Golf & Tennis Club is a course that I am still as proud of today as the day we finished it. I am thankful for the opportunity to take this great golf course that is so enjoyed by its members and guests and further enhance their enjoyment for many years to come. I can't wait to return and finish the work we began 30 years ago." i
M EMBERSHIP O PPORTUNITY This Membership Plan describes the privileges of membership in the Jackson Hole Golf & Tennis Club (the "Club"). The Club is a private club with limited resort and public access. Members enjoy both exclusive and priority access to the championship golf course as well as use of other facilities and amenities. The privileges of membership are described in this Membership Plan and Rules and Regulations, as they may be amended from time to time. This Membership Plan supercedes in its entirety, all previous versions of membership documents for the Club except with respect to membership deposit refundability and transferability privileges for those memberships issued prior to August 1, 2004. For purposes of this Plan, the term membership deposit shall also mean and constitute an initiation fee. D ESCRIPTION OF C LUB F ACILITIES Members, their families and accompanied guests will enjoy the following exceptional Club Facilities: A Robert Trent Jones, Jr. designed 18-hole championship golf course with breathtaking views of the Teton mountain range; Full access to all of the practice facilities including the full-length practice range, pitching area, practice bunkers and practice putting green; A spectacular new western lodge style clubhouse featuring: indoor dining room and an outdoor dining deck, both with expansive views of the magnificent Teton Mountain Range and the first tee of the golf course; comfortable lounge and bar located adjacent to the dining room; full service pro shop; member only locker rooms for men and women; indoor/outdoor banquet/group facilities facing the Teton Mountain Range and the golf course; club offices; bag storage; and underground golf cart storage. Outdoor heated swimming pool; Tennis courts; and Snack bar servicing the swimming pool and tennis courts. ii
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 offers a number of attractive benefits, including: Exclusivity. Memberships are offered by invitation only. Prospective members will be invited by the Club to apply for membership and required to submit a completed Application for Membership with references and the required payment to the Club. The Club will then determine whether an applicant is approved. Member Tee Times and Reservations. Members are offered special tee time privileges. Refundable Full Membership Deposit. Eighty percent (80%) of the membership deposit paid by the member is refundable upon resignation and reissuance of the membership, as provided for in this Membership Plan. This excludes those members who have joined prior to August 1, 2004, who elect to forego payment of the additional membership deposit for the refundability and transferability privileges made available to new members under this new Membership Plan (the "New Privileges"). Refundable Social Membership Deposit. Fifty percent (50%) of the membership deposit paid by the member is refundable upon resignation and reissuance of the membership, as provided for in this Membership Plan. This excludes those members who have joined prior to August 1, 2004, who elect to forego payment of the additional membership deposit for the refundability and transferability privileges made available to new members under this new Membership Plan (the "New Privileges"). Non-Refundable Membership Deposit (Jackson Hole Golf & Tennis Club New Homesite and Cabin Purchasers). No refund is given upon the resignation and reissuance of the membership since a membership deposit was not paid by the member. Family Privileges. All memberships are family memberships entitling the member, the member's spouse and their unmarried children under the age of 25 to full membership privileges without having to pay additional membership dues. Guest Privileges. Members enjoy certain accompanied and unaccompanied guest privileges for golf, swimming and tennis. The complete guest policy is set forth in the Club's Rules and Regulations. Transferability. Memberships issued on and subsequent to August 1, 2004, and Memberships issued prior to August 1, 2004 which are issued the New Privileges in accordance with the terms and conditions set forth herein are transferable through the Club to the subsequent purchaser of a member's homesite, cabin or iii
residence within the Jackson Hole Golf & Tennis Club community (the "Community"), subject to approval of the purchaser for membership by the Club. The Club may also offer members who do not own property in Jackson Hole Golf & Tennis Club an opportunity to acquire a transferability privilege for an additional fee, which would enable a purchaser of the member's property in Teton County, Wyoming to acquire the membership, subject to approval of the purchaser for membership by the Club. No Assessments. Members are not subject to either maintenance assessments or special assessments for operating costs. Members are not subject to any assessments for additional facilities or capital improvements unless approved by a two-thirds vote of the members. Tournaments and Special Events. The Club hosts a variety of golf and tennis tournaments and special events for members and their guests as described in a periodic newsletter. These tournaments and special events include the types of events traditionally offered by private clubs, such as member-member and member-guest golf tournaments, annual social parties, etc. A VAILABILITY OF M EMBERSHIPS To ensure the enjoyment of the Club by members, the number of Full Memberships is limited to 450. The number of Social Memberships will be limited to a level that is supported by the Club Facilities so that all members may enjoy the Club Facilities. Additional categories of memberships are available as described in the "Other Memberships and Use Privileges" provision of this Membership Plan. C AREFULLY R EVIEW A LL M EMBERSHIP D OCUMENTS Every person who desires to obtain a membership, or owns or purchases a homesite, cabin or residence within the Community should carefully read this Membership Plan and all of the referenced documents and should seek professional advice to evaluate these documents. R ELY O NLY ON I NFORMATION IN T HIS M EMBERSHIP P LAN 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 PLAN, RULES AND REGULATIONS AND APPLICATION FOR MEMBERSHIP WITH OTHER PRINTED MATERIALS, THE MEMBERSHIP PLAN, RULES AND REGULATIONS AND APPLICATION FOR MEMBERSHIP SHALL GOVERN. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF THE MEMBERSHIP PLAN AND THE RULES AND REGULATIONS, APPLICATION FOR MEMBERSHIP OR ANY OTHER MEMBERSHIP DOCUMENT, THE MEMBERSHIP PLAN SHALL GOVERN. iv
M EMBERSHIPS ARE 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 THIS MEMBERSHIP PLAN. M EMBERSHIP A PPLICATION P ROCEDURES Memberships are available by invitation only by submitting an Application for Membership to the Club. Prospective members are invited by the Club to apply for membership. Invitees are required to submit an Application for Membership with references and pay the required membership deposit. All persons submitting an Application for Membership are subject to approval by the Club. C LUB M ANAGER A VAILABLE T O A NSWER Q UESTIONS All inquiries regarding membership in the Club or this Membership Plan and referenced documents should be directed to the Club Manager at Jackson Hole Golf & Tennis Club, or by calling (307) 734-3855. You may call or visit the Club Office, located at the Clubhouse. v
TABLE OF CONTENTS MEMBERSHIP FEATURES AND FACILITIES...1 Introduction...1 Improvements and Additions to Club Facilities...1 Additional Club Facilities...1 Ownership and Operation of Club Facilities...1 MEMBERSHIP AND PRIVILEGES...2 Membership...2 Full Membership...2 Social Membership...2 Rules and Policies...2 FAMILY AND GUEST PRIVILEGES...3 Immediate Family Privileges...3 Privileges for Individual Living with Member...3 Guest Privileges...3 INVITATION FOR MEMBERSHIP...3 Offering of Membership...3 Application for Membership...3 Membership Privileges Prior to Closing...4 Membership Held in Name of Legal Entity...4 MEMBERSHIP DEPOSIT...4 Membership Deposit Required to Acquire Membership...4 Memberships Issued Prior to August 1, 2004...4 Refund on Reissue of Membership...5 Deduction of Amounts Owed to Club...5 Tax Consequences of Acquiring a Membership...5 TRANSFER OF MEMBERSHIP...5 Transfer of Membership to the Club...5 Transfer of Membership Upon the Sale of a Homesite, Cabin or Residence in The Community...6 Transferability Privilege for Full Members...6 Other Transfers of Membership...6 Members Who Sell Their Property in the Community...7 Payment of Dues by a Resigned Member...7 Transfer of Membership Upon Member's Death...7 Legal Separation or Divorce of Married Members...7 Leave of Absence...7 DUES AND CHARGES...8 Dues, Fees and Charges...8 OPERATING AND CAPITAL ASSESSMENTS...8 Membership Year...8 ACKNOWLEDGMENT OF MEMBERSHIP RIGHTS...8 No Pledge of Memberships...9 APPLICATION FOR MEMBERSHIP...9 Application Procedure...9 Other Membership Categories...9 Honorary Memberships...9 vi
Associate Memberships...9 Non-Member Play...10 CLUB OPERATIONS...10 Management and Operation...10 Advisory Board of Governors...10 Club Committees...10 GENERAL PROVISIONS...10 Protection of Membership Privileges...10 Club Manager Available to Answer Inquiries...11 August 1, 2004 vii
I NTRODUCTION MEMBERSHIP FEATURES AND FACILITIES This Membership Plan, including the Rules and Regulations and the Application for Membership, sets forth the rights and privileges of membership, for members, their families and guests to use the golf, tennis, fitness, swimming and social facilities at Jackson Hole Golf & Tennis Club. The Club will publish an annual Members Guide that will define the specific policies of the Club. I MPROVEMENTS AND A DDITIONS T O C LUB F ACILITIES The club plans to make certain improvements and additions to the Club facilities as a part of the Company s new real estate development at the Jackson Hole Golf & Tennis Club community. The golf course improvements and additions will include new irrigation and drainage systems, renovation of bunkers and tees, renovation of selected greens, installation of new golf cart paths and the acquisition of new state of the art maintenance equipment. These improvements will commence in the fall of 2004 with completion scheduled for spring of 2007. To accommodate the membership and guest play, the golf course will be kept open at all times during the renovation with no plans for construction during peak season. A new clubhouse is planned that will include expansive views of the magnificent Teton Mountain Range for indoor and outdoor dining, full service pro shop, member s only locker rooms, group catering facilities, outdoor heated swimming pool and new tennis courts. Construction of the clubhouse will commence in the fall following the sale and closing of 30 home sites and 25 cabins in the Company s new real estate development, which is a part of the Jackson Hole Golf & Tennis Club community. During the time the clubhouse, tennis courts and swimming pool are under construction, a temporary pro shop and snack bar will be provided to handle the needs of the members and guests. A DDITIONAL C LUB F ACILITIES The Club may, in its sole discretion, construct, acquire or otherwise add additional facilities as it determines appropriate from time to time. If additional golf facilities are added, the Club may increase the number of Full Memberships in proportion to the number of additional golf holes which are added. O WNERSHIP AND O PERATION OF C LUB F ACILITIES Jackson Hole Golf and Tennis Club, Inc., a Wyoming corporation, (the "Company") owns and operates the Club Facilities. The Company and the Club are sometimes collectively referred to as the "Club". Certain facilities may be leased to third parties for the sole purpose of operating facilities for the benefit of members, however, the Club retains the right to open certain facilities to the public for special events. 1
MEMBERSHIP AND PRIVILEGES M EMBERSHIP The Club is offering a limited number of Full 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 person who becomes a Full Member, and his or her immediate family as hereinafter defined, will be entitled to use all of the golf, tennis, fitness, swimming and social facilities of the Club, upon payment of the required membership deposit and annual dues. Full Members will not be required to pay greens fees for use of the golf course, but will be required to pay golf cart fees if choosing to use a golf cart. Full Members will not be required to pay use fees for the use of the pool or tennis facilities. Accompanied guest use of the pool and tennis facilities will be limited as described in the Club's Rules and Regulations and annual Member Guide, and will be subject to the applicable guest fees. Full Members will be entitled to reserve golf tee times as described in the Club's Rules and Regulations. YOUNG EXECUTIVE MEMBERSHIP Each person who becomes a Young Executive Member with Family Privileges will enjoy those same privileges as a Full Member (see Full Membership). An Individual Young Executive Member will enjoy all those privileges as a Full Member less immediate family access. F ULL S OCIAL M EMBERSHIP Each person who acquires a Social Membership, and his or her family as hereinafter defined, will be entitled to use all of the tennis, fitness, swimming and social facilities of the Club, upon payment of the required membership deposit and annual dues. Social Members will not be required to pay use fees for the use of the pool, tennis or fitness facilities. Social Members may play golf as an accompanied guest of a member, or during the time that the general public has access to the golf course subject to the Club's Rules and Regulations and the payment of applicable fees. R ULES AND P OLICIES To enhance the recreational and social pleasure of members and their guests, the Club reserves the right to establish or modify rules, regulations, policies, guidelines, or systems governing access or reservation of the Club Facilities. Members may request a change in the Rules and Regulations of the Club upon a two-thirds vote of the membership. Such request is subject to Club approval in its sole discretion. 2
FAMILY AND GUEST PRIVILEGES I MMEDIATE F AMILY P RIVILEGES A member's immediate family, which shall include the member's spouse and their unmarried children under the age of 25, will be entitled to use the Club Facilities with the same privileges as the member and in accordance with the Rules and Regulations established by the Club from time to time. These immediate family members will be able to use the Club Facilities without being accompanied by the member subject to the Rules and Regulations established by the Club from time to time. 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, upon payment of the required designee fee, to use the Club Facilities as an immediate family member. The member shall be 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 it deems appropriate. G UEST P RIVILEGES Members may have accompanied guests use the Club Facilities in accordance with the Rules and Regulations of the Club as established by the Club from time to time and upon payment of any required guest fees. The Club may limit the number of accompanied guests and the number of times a particular guest may use the Club Facilities during each membership year. The member will 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. Members will also be responsible for the deportment of their guests. O FFERING OF M EMBERSHIP INVITATION FOR MEMBERSHIP Membership is by invitation only. Invitations to apply for membership are extended to persons selected by the Club. The Club's goal is to create and maintain a premier members' club, which offers outstanding golf, tennis, fitness, swimming and social facilities. A PPLICATION FOR M EMBERSHIP A person who has been invited to apply for membership must submit an Application for Membership to the Club, along with references and the required membership deposit. All applicants are subject to approval by the Club. 3
M EMBERSHIP P RIVILEGES P RIOR TO C LOSING The Club may allow the initial purchaser of a residence, homesite or cabin under contract in the Community or other designated communities or developments as determined by the Club from time to time, to use the Club Facilities as a member prior to the closing on his or her residence, homesite or cabin. The person will be required to pay the applicable membership deposit, dues, fees and other charges established by the Club. In the event the purchaser does not close on the residence, homesite or cabin, the Club may terminate the membership privileges by returning to the person any membership deposit paid by the member and the unused portion of any dues, fees and charges paid by the person in advance for the remainder of the membership year. In this event, a membership will thereafter be made available to the person only at the discretion of the Club. M EMBERSHIP H ELD IN N AME OF L EGAL 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 ("Designated User"). The Designated User must submit an Application for Membership 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 or settlor 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 use the membership. If the entity acquires a transferability privilege, the entity will have a one-time right to change the Designated User by use of the transferability privilege. The entity will also be required to pay the difference between the then-current membership deposit and the amount of membership deposit previously paid in order to change the Designated User. The Club may establish from time to time the rules governing the Designated User of a membership, including a limit on the number of times and frequency the designated user may be changed. MEMBERSHIP DEPOSIT M EMBERSHIP D EPOSIT R EQUIRED TO A CQUIRE M EMBERSHIP Each person who desires to acquire a membership will be required to pay a membership deposit unless the deposit has been waived by the Club as a result of the purchase of a residence, homesite or cabin from the Company. Membership deposits are not transferable, except as specifically provided in this Membership Plan, and will be returned to the members only in accordance with this Membership Plan, the Rules and Regulations and the Application for Membership. M EMBERSHIPS I SSUED P RIOR TO A UGUST 1, 2004 Members who joined the Club prior to August 1, 2004 will be subject to the refundability and transferability provisions of the membership terms and conditions in effect at the 4
time such Member joined unless such Member elects to purchase the New Privileges in accordance with the terms and conditions set forth herein. In the event any existing member desires to take advantage of the refundability and transferability privileges applicable to memberships issued on and subsequent to August 1, 2004, under this Membership Plan dated August 1, 2004, the existing member shall be required to pay an additional membership deposit to the Club equal to the difference between the current Membership Deposit and the Membership Deposit paid by the existing member at the time of such member's acceptance for membership with the Club. The payment of an additional membership deposit to the Club by existing members as provided in this paragraph, and the refundability and transferability privileges made available to existing members upon such additional membership deposit is referred to herein as "New Privileges." R EFUND ON R EISSUE OF M EMBERSHIP When a member issued a membership on or subsequent to August 1, 2004, or a member with New Privileges resigns and their resigned membership is reissued by the Club to a new member, the resigned member will receive eighty percent (80%) of the membership deposit actually paid by the resigned member, without interest, within 30 days after the reissue of the resigned membership, in accordance with the "Transfer of Membership" section of this Membership Plan. The difference between the amount paid by the new member and the amount refunded to the resigning member will be retained by the Club. D EDUCTION OF A MOUNTS O WED TO C LUB The Club will deduct from the amount of the membership deposit refund to be paid to the member any amount that the member owes the Club. T AX C ONSEQUENCES OF A CQUIRING A M EMBERSHIP The Club makes no representations and expresses no opinions regarding the federal, state or local income tax consequences of acquiring a membership or with respect to any membership deposit paid to the Club. All persons acquire their membership subject to all applicable tax laws, as the same may be amended from time to time. Accordingly, members should consult with their own tax advisors with respect to the tax consequences of any membership deposit. TRANSFER OF MEMBERSHIP T RANSFER OF M EMBERSHIP TO THE C LUB Memberships are only transferable through the Club. A member may not directly sell or transfer their membership to any other party. Should a member desire to resign from the Club, the member shall be required to give 30 days prior written notice to the Club. Resignation by a member is irrevocable, unless otherwise determined by the Club. 5
T RANSFER OF M EMBERSHIP U PON THE S ALE OF A H OMESITE, C ABIN OR R ESIDENCE IN T HE C OMMUNITY A member who owns a homesite, cabin or residence in the Community may arrange for the Club to reissue his or her membership to the purchaser of his or her homesite, cabin or residence regardless of any other resigned or unissued memberships in the Club. The purchaser of the resigned members property will be required to submit an Application for Membership within 30 days after closing of the purchase of the homesite, cabin or residence, and will be subject to the approval of the Club and will be required to pay the membership deposit which is in effect at the time the membership is acquired. If the purchaser of the homesite, cabin or residence does not apply for membership within 30 days after the closing of the property or is not approved for membership, the membership will be reissued according to the procedure described under the heading "Other Transfers of Membership." T RANSFERABILITY P RIVILEGE FOR F ULL M EMBERS The Club may offer a transferability privilege to members who do not own property in the Community for an additional fee equal to twenty percent (20%) of the then-current membership deposit charged for a Full Membership. A member who acquires a transferability privilege would have the one-time right to require the Club to invite for membership the subsequent purchaser of his or her property in Teton County, Wyoming. That applicant for membership will be required to submit an Application for Membership to the Club within 30 days after the closing of the purchase of the property, and will be subject to the approval of the Club and will be required to pay the Club the membership deposit that is then in effect. The transferability privilege may be acquired by a member at any time until the resignation of the membership. The fee charged by the Club for the transferability privilege shall be non-refundable. The Club shall determine the terms and conditions for acquiring a transferability privilege and may cease offering transferability privileges or limit the number of transferability privileges which are made available at any time. O THER T RANSFERS OF M EMBERSHIP All resigned memberships that are not being transferred to a purchaser of the resigning member's homesite or residence as described above will be deemed resigned and placed on a seller's waiting list and will be reissued on a first-resigned, first-reissued basis as follows: a) Prior to the issuance of all of the memberships to be issued within a membership category, every 4 th membership issued in that category will be a resigned membership from the seller's waiting list in order of resignation. This procedure allows a resigning member the ability to receive his or her refund prior to the issuance of all memberships in the Club. b) After the issuance of all memberships to be issued within a membership category, each membership issued thereafter in that category will be a resigned membership from the seller's waiting list in order of resignation. 6
M EMBERS W HO S ELL T HEIR P ROPERTY IN THE C OMMUNITY A member who sells or conveys his or her property in the Community may retain the membership, if the member desires to do so. If the member retains the membership, the membership will no longer be transferable unless the member obtains a transferability privilege like other members who do not own property in the Community. P AYMENT OF D UES BY A R ESIGNED M EMBER A member who resigns from the Club will be obligated to continue to pay dues until the end of the membership year during which the resignation occurs, or reissuance of the membership by the Club, whichever occurs first. A resigned member will be permitted to use the Club Facilities as long as the member is obligated and continues to pay dues. T RANSFER OF M EMBERSHIP U PON M EMBER' S D EATH Upon the death of a member, the membership will be transferred to the member's surviving spouse without the requirement of payment of any additional membership deposit. If there is no surviving spouse, or the surviving spouse does not wish to continue the membership, the membership will be deemed to have been resigned. The Club will reissue the membership on the same basis as any other resigned membership. The Club, in its sole discretion, may elect to repurchase the membership prior to its reissuance by paying to the deceased member's estate the refund amount the deceased member would have been entitled to upon a reissuance of the membership, excluding any transferability privilege fee paid by the deceased member. L EGAL S EPARATION OR D IVORCE OF M ARRIED M EMBERS If married members are legally separated or divorced, the membership will vest in the spouse awarded the membership by the court or, if the separation is pursuant to a separation agreement under the laws of a state where separation is so permitted, then the membership will vest in the spouse awarded the membership in the separation agreement. The Club reserves the right, in its sole discretion, not to transfer the membership to either spouse if the Club, in its sole discretion, is unable to determine the person who is lawfully entitled to receive the membership. Until acceptable written notice from the court or from both spouses has been received by the Club, both spouses will be jointly and severally responsible for the payment of all dues, fees and other charges incurred in connection with the membership, and both spouses will be eligible to use and enjoy the privileges of membership. L EAVE OF A BSENCE Upon written application to Club Management and approval by management for good cause, a member may request a leave of absence from membership for up to one year without forfeiture or resignation of membership. What constitutes "good cause" will be solely at the discretion of the Club. During this year, the Club may choose to waive the annual dues, reduce the annual dues or pro-rate the dues as the Club warrants. 7
D UES, F EES AND C HARGES DUES AND CHARGES The Club will determine the amount of dues, fees and charges to be payable by members each year. Dues shall be payable on an annual basis on or before the first day of each year, 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 Schedule of Dues and Charges. The amount of dues, fees and other charges is subject to change from time to time by the Club. OPERATING AND CAPITAL ASSESSMENTS With the exception of membership deposits, dues, fees, surcharges, taxes, service charges, personal and other charges as the Club may establish from time to time, members will not be subject to any special assessment for the costs of operating the Club Facilities. In addition, members will not be subject to any capital assessment for the costs of constructing or maintaining the Club Facilities, except as described below. The Club's operating budget may include a reserve for capital repairs and replacements and this shall not be considered an assessment. The Company can make improvements to the Club Facilities or add additional facilities to the Club at its expense without a vote of the members. Members may, however, request to add additional facilities or pay for alterations or improvements to existing facilities by a two-thirds vote of the membership. The Club will have the right to approve such request. Upon approval, the Club will assess the members for such capital improvements. If the members and the Club approve capital improvements, the Club will adjust the dues, fees and charges accordingly for the additional Club Facilities, and all members shall be required to pay the adjusted dues and charges. The Company will be responsible for all deficits, and will be entitled to retain all profits, from the operation of the Club Facilities. M EMBERSHIP Y EAR The Club's membership year will constitute the twelve-month period commencing January 1 and ending December 31, unless otherwise established by the Club from time to time. ACKNOWLEDGMENT OF MEMBERSHIP RIGHTS Membership in the Club permits the member to use the Club Facilities in accordance with this Membership Plan. Membership in the Club is not an investment in the Club or its facilities, and does not provide the member with an equity or ownership interest or any vested or prescriptive right or easement in or to use the Club or its facilities. Members will not be entitled to vote or participate in the management of the Club. If approved for membership in the Club, the member agrees to be bound by the terms and 8
conditions of this Membership Plan and irrevocably agrees to fully substitute the membership privileges acquired pursuant to this Membership Plan, as the same may be amended from time to time, for any present or prior rights in or to use the Club Facilities. The Club reserves the right, in its sole discretion, to reserve memberships, to modify this Membership Plan, to issue or terminate any membership, to convert the Club into a member-owned club, and to make any other changes in the terms and conditions of the membership or the Club Facilities available for use by members, except that any amendment that is materially adverse to the members of the Club as a whole must be approved by the Company and the affirmative vote of a majority of active members. N O P LEDGE OF M EMBERSHIPS 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. A PPLICATION P ROCEDURE APPLICATION FOR MEMBERSHIP Membership is by invitation only. An applicant who has been invited to apply for membership must mail or deliver to the Club Manager at the Club a fully completed and signed Application for Membership and a check in U.S. funds for the amount required in respect of the membership deposit. O THER M EMBERSHIP C ATEGORIES In addition to Full and Social Memberships, the Club may offer additional categories of membership. H ONORARY M EMBERSHIPS The Club may issue up to ten (10) Honorary Memberships to distinguished persons selected by the Club. Honorary Memberships shall not count against the limit on the number of Full Memberships and will be non-transferable. Honorary Memberships are good for the life of the Honorary Member or for a term as determined by the Club. Honorary Members will not be obligated to pay any membership deposit or annual dues and shall have the same privileges to use the Club Facilities as Full Members. A SSOCIATE M EMBERSHIPS The Club may issue ten (10) Associate Memberships to management-level persons of the Company as designated by the Company. These Associate Memberships will not count against the limit on the number of Full Memberships, will be non-transferable (except that these memberships may be transferred by the Company to other employees of the Company) and will not pay any membership deposits but will pay the same dues as Full Members. 9
N ON-MEMBER P LAY The Club may allow non-member play outside of exclusive and priority member tee times per the rules & regulations. M ANAGEMENT AND O PERATION CLUB OPERATIONS The Company owns the Club Facilities and will manage and operate the Club Facilities. As a result, the Company is solely responsible for the government and administration of the Club Facilities and the Club and 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. The Club has not entered into any reciprocity agreements with other clubs and has no plans to do so. A DVISORY B OARD OF G OVERNORS The Club will appoint an advisory Board of Governors comprised of 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 suggestions regarding the Club's policies and rules and regulations. The management of the Club shall meet with the Board of Governors on a periodic basis to discuss the operation of the Club Facilities. The Board of Governors 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 may establish Golf Committees, Tennis Committees, Social Committees and other appropriate committees. All of the members of these committees, including 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 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. GENERAL PROVISIONS P ROTECTION OF M EMBERSHIP P RIVILEGES In the event that the Company ever sells the Club Facilities, it will disclose the existence of this Membership Plan and will require the purchaser to acquire title to the Club Facilities subject to the terms and conditions of this Membership Plan, or what was 10
applicable when they joined, as amended from time to time. Furthermore, the Company will disclose the Membership Plan to any prospective lender, and will request recognition by the prospective lender of the Membership Plan. C LUB M ANAGER A VAILABLE TO A NSWER I NQUIRIES Should you have any questions concerning this Membership Plan or the membership opportunities available at the Club, please contact the Club Manager at (307) 734-3855. VRDC\Jackson\ClubMatters\MembershipPlan-FINAL.doc 11