Bylaws 

Spanish Trail Country Club, Inc.

ARTICLE I
GENERAL

Section 1. Name: This Nevada non-profit corporation shall be known as Spanish Trail Country Club, Inc., (hereinafter, “the Club”).

Section 2. Purpose: The primary objects of the Club are to promote the game of golf and to promote a facility and environment for social recreation.

ARTICLE II
DIRECTORS

Section 1. Powers: Subject to limitations in the Articles of Incorporation, these Bylaws, or the laws of the State of Nevada, all corporate powers shall be exercised by or under the authority of the Board of Directors, (“the Board”), and the business and affairs of the Club shall be controlled by the Board. Without otherwise limiting the general powers, the Directors shall specifically have the following powers:


(A) To select and remove all the officers, agents and management of the Club, and to prescribe the powers and duties thereof, and to fix their compensation.


(B) To conduct, manage, and control the affairs of the Club.


(C) To make rules and regulations with respect to the affairs of the Club, including rules and regulations with respect to the conduct of the members of the Club and the use of the Club’s property and facilities.


(D) To fix and enforce penalties for any violations of the Bylaws or the rules and regulations of the Club.


(E) To terminate penalties for any violations of the Bylaws and the rules and regulations of the Club.
 

(F) To incur indebtedness relating to Club operations and facilities and to borrow funds for such purposes, including giving and granting mortgages, trust deeds, and other security arrangements affecting Club property or assets to insure such borrowings.
 

(G) To settle and resolve all problems or disputes with adjacent landowners or users, including boundary disputes, water or utility matters, granting of rights-of-way or easements, location and building of roads, pathways, utility lines, and the like.
 

(H) To act on behalf of the Club in all dealings with any property owners associated with Spanish Trail, including the power to contract therewith.
 

(I) To have such other authority, and perform such other acts and duties, as are elsewhere set forth in these Bylaws with respect to the Board of Directors, including the authority to amend these Bylaws as set forth in Article XI hereof.


Section 2. Construction of Bylaws: On all questions as to the construction of the Bylaws and the rules and/or regulations of the Club, the decision of the Board of Directors shall be final.

Section 3. Number, Term and Qualification of Board of Directors: The number of Directors shall be nine, each of whom shall be a member in good standing of the Club. The Directors themselves shall determine the number of Directors who will serve at any given time. A majority of Directors shall be full members of the Club. The Directors shall be elected in the manner prescribed in this Article and shall hold office until their respective successors are elected. Directors shall be elected to three (3) year terms. The tenure of each Director is limited to two successive terms of three years or 6 successive years. An individual may be elected to serve as a Director after a hiatus of at least one (1) year from service. Within the discretion of the Directors themselves, terms of office of the Directors may be staggered. To accomplish this result, the terms of organized Directors may be one year, two years, or three years.

Section 4. Nomination: At least eight (8) weeks prior to the date of the election, the Board shall appoint a Nominating Committee composed of five members of the Club. The Nominating Committee shall nominate by majority vote a slate of nominees to replace those Directors whose terms have expired.

Section 5. Voting: Voting shall be by ballot and votes may be cast by mail within two weeks before the Annual Meeting, or in person at the Annual Meeting. The polls shall close at the beginning of the Annual Meeting. Write-in votes for persons qualified to be Directors shall be accepted. Written ballots shall be prepared under the direction of the Secretary showing the names of all nominees and providing a space for write-in votes for names not appearing on the ballot. Such ballots shall be mailed to all members entitled to vote not later than three (3) weeks prior to the Annual Meeting together with two envelopes, one of which should be marked “Ballot”, and shall have no other identifying information on it, and the other of which shall be addressed to the Secretary and shall have a place for the members signature and member number. Members shall cast their ballots by placing said ballot in the envelope marked “Ballot”, and sealing the same, and placing said envelope in the envelope addressed to the Secretary at the address indicated on said envelope. The President shall appoint three members entitled to vote to act as Inspectors of Election. The Secretary shall deliver to the Inspectors of Election all ballots received by the Secretary in the sealed envelopes which they were delivered. Ballots received thereafter shall not be counted. Inspectors shall thereupon examine the signatures on said envelopes to determine their authenticity and shall set aside all said ballots questioned by any of them. The remaining envelopes shall be opened and all of the sealed ballot envelopes shall be deposited in a ballot box. Thereafter, said ballot envelopes shall be opened and counted. The nominees up to the number to be elected receiving the highest number of votes shall be elected. In counting votes, each full member shall have four votes to cast for each Board vacancy to be filled, and each social member shall have one such vote. Votes may not be cumulated or otherwise split between the candidates. The Inspectors shall complete the counting of votes at the Annual Meeting and shall announce the results of the election at the Meeting. The three (3) candidates receiving the highest number of votes shall be deemed elected, subject to the provisions of the following SECTION 6 of this Article.

Section 6. Resignation, Removal and Vacancies: Any Director may resign at any time by giving written notice to the President or Secretary, and may be removed at any time by vote of the members, with or without cause. A Director shall be deemed to have resigned immediately upon any termination of membership in the Club. Vacancies on the Board of Directors shall be filled by vote of a majority of the remaining Directors, although less than a quorum.

Section 7. Meetings: An annual organizational meeting of the Board of Directors shall be held immediately following the adjournment of the Annual Meeting of the full members. At each annual organizational meeting, the Board shall adopt a schedule of its other regular meetings to be held during the forthcoming year. No notice shall be required for regular meetings so scheduled. Written notice of the time and place shall be given to each director at least seventy-two hours prior to the holding of the meeting. Special meetings may be called by the President or by a majority of the existing Directors.

Section 8. Quorum: Five or more Directors shall constitute a quorum of the Board, and if a quorum is present the decision of a majority of those present shall be deemed to be the valid and effective act and decision of the Board, in the absence of an express requirement as to the matter under consideration. The Board also may act without a meeting if all of the Directors consent in writing to such action, and such written consent shall be filed with the minutes of the proceedings of the Board.


ARTICLE III
OFFICERS


Section 1. Officers: The officers of the Club shall be a President, one or more Vice Presidents, a Secretary, and a Treasurer, all of whom must be Directors and members and (if appointed under Section 3 of this Article), one or more Assistant Secretaries and Assistant Treasurers whom need not be Directors or members. One person may hold two or more offices, except that the offices of President and Secretary shall not be held by the same person.

Section 2. Election: The officers of the Club, except such officers as may be appointed in accordance with the provisions of SECTION 3 or SECTION 5 of this ARTICLE III, shall be appointed annually by the Board of Directors, and each shall hold office until the death, resignation, removal, or disqualification to serve, or until a successor is elected and qualified.

Section 3. Subordinate Officers: The Board of Directors may appoint, or empower the President to appoint, such other officers as the affairs of the Club may require (including the Assistant Secretaries and Assistant Treasurers mentioned in Section 1 of this Article), each of whom shall hold Office for such period, have such authority, and perform such duties as the Board of Directors may from time to time determine.

Section 4. Removal and Resignation: Any officer or subordinate officer may be removed, either with or without cause, by a vote of the majority of the Directors at the time in office, at any duly constituted regular or special meeting of the Board of Directors. Any officer or subordinate officer may resign at any time by giving notice to the Board of Directors, the President, or the Secretary. Any such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. An officer who is required to be a full member hereunder shall be deemed to have resigned, effective immediately upon the termination of full membership, without need for written notice of acceptance.

Section 5. Vacancies: A vacancy in any office because of death, resignation, removal, disqualification, or for any other cause may be filled for the remainder of the term by the Board of Directors in the manner prescribed in this ARTICLE III for regular appointments to such office.

Section 6. President: The President shall be a full member and shall be elected by the Board of Directors. The President shall be the chief executive officer of the Club, and subject to control of the Board, shall have general supervision, direction, and control of the affairs and officers of the Club. The President shall preside at all meetings of the Board of Directors, and shall have the general powers and duties of management usually vested in the office of president of a corporation, along with such other duties and powers as may be prescribed by the Board or these Bylaws. At the annual meeting of members, the President shall make a report of the accounts and general business of the Club during the previous year. The President shall appoint the members of all committees established under ARTICLE VI, and shall be ex-officio a member of each of said committees. The President shall have the authority to remove any Committee member, including the Chairman of any committee, and to fill any vacancy which may occur upon such committee for any reason, and to enlarge or decrease the number of members of each committee subject to the provisions of ARTICLE VI as to the minimum number and composition of said committee. Each such committee shall be appointed annually by the President immediately after the organizational meeting of the Board of Directors. The President shall have the authority, subject to the approval of the Board of Directors, to execute any and all contracts or other documents on behalf of the Club.

Section 7. Vice Presidents: The Board shall appoint at least one Vice President, who shall be a full member, and may at its discretion appoint additional Vice Presidents who may be full or social members. If more than one Vice President is elected, one who is a full member shall be designated by the Board as an Executive Vice President. In the event of death, absence, or disability of the President, the Vice President or in the case of multiple Vice Presidents, the Executive Vice President shall perform all of the duties of the President, and when so acting shall have all the powers of and be subject to all of the restrictions applicable to the President. The Vice President (or Vice Presidents as the case may be), shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors or these Bylaws.

Section 8. Secretary: The Secretary shall be a full member appointed by the Board of Directors. The Secretary shall keep, or cause to be kept, minutes of all the meetings of the Board of Directors and of the members and shall keep a book of all the meetings at the principal office at the Club or at such other place as the Board may order. The Secretary shall keep appropriate current records showing all members of the Club and their addresses and shall give notice of all of the meetings of the members and of the Board of Directors, as required by these Bylaws or by law. If both the President and the Vice President are absent, the Secretary shall call any meeting of the Board or the members to order, and the chairman for such meeting shall be chosen by the vote of the Directors present (if it is a meeting of the Board of Directors), or by vote of the members (if it is a meeting of the members).

Section 9. Treasurer: The Treasurer shall be a full member appointed by the Board of Directors. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of properties and business transactions of the Club, including accounts of its assets, liabilities, receipts, and disbursements, in books to be kept for that purpose. The books of account shall at all times be open for inspection by any Director. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Club with such depositories as may be designated by the Board. The Treasurer shall disburse funds of the Club as may be ordered by the Board, and shall render to the President and to the Board, whenever requested, an account of all of the Treasurer’s transactions and of the financial condition of the Club. The Treasurer shall have such other powers and perform such other duties as may be prescribed by the Board of Directors and shall be deemed to be the chief financial officer of the Club.

ARTICLE IV
MEMBERSHIP

Section 1. Categories: All memberships in the Club must be held in the name of one individual (i.e., non-corporate) person, or, at the election of a couple married at the time of purchase, in the name of husband and wife. The membership of the Club shall comprise the following categories:

(A) Full: Full or regular members are proprietary, voting members having a property interest in the Club as set forth in SECTION 7 hereof and having complete use of all of the Club’s facilities, including any facilities owned by the Spanish Trail Master Association which the Club is permitted to use.
 

(B) Social: Social members are proprietary, voting members having a property interest in the Club as set forth in SECTION 7 hereof and having complete use of all of the Club’s facilities, including any facilities owned by the Spanish Trail Master Association which the Club is permitted to use, except the golf course.
 

(C) Associate: Associate members are non-proprietary, non-voting members who have a principal residence outside of Clark County, Nevada. Associate members shall be permitted to use all of the Club’s facilities, but shall not be permitted to participate in Club golf or social events. The incidents and conditions of Associate membership shall be determined by the Board of Directors. The Board of Directors may elect not to sell Associate memberships.
 

(D) Junior: Junior memberships shall be non-voting, non-transferable memberships available to individuals between the ages of 21 and 35 years. Should a Junior member not exercise the privilege of applying for another class of membership upon attaining age 35, the membership shall automatically terminate and any dues previously paid shall not be refunded. Junior members shall enjoy all of the rights and privileges of Full members, except that they shall have no voting rights or property interest in the Club, and may not sponsor new members. The requirements for Junior membership, initiation fee and level of dues for Junior memberships, and any limitation on number of such memberships, shall be set by the Board.
 

(E) Corporate Sponsored: Any business or professional corporation actively engaged in business in Clark County shall have the right to purchase Corporate Sponsored memberships. These memberships may be either a Full (non-Junior) or Social membership. The membership purchased must be held in the name(s) of the individuals to whom the memberships are assigned. The privileges and obligations of a Corporate Sponsored Full member shall be identical to those of Full memberships except that a Corporate Sponsored Full membership may have up to three (3) individuals assigned to use the membership, and as such shall be responsible for completing all documentation and procedures for acceptance to membership in the Club. Each assignee shall pay a transfer fee designated by the Club as well as dues, fees and all other charges and assessments as are established for a Full Member. In addition, the corporate sponsor may, subject to payment of a  transfer fee, transfer the membership to another corporate employee. Any such transfer shall be subject to the proposed transferee’s completion of all appropriate documents and membership procedures, and to acceptance of the transferee to membership by the club.
 

Corporate Sponsored Social Memberships may be purchased by Clark County businesses or companies. A Corporate Sponsored Social membership may have up to three (3) individuals assigned to utilize the membership, and as such, shall be responsible for completing all documentation and procedures for acceptance to membership in the club. With exception of the transfer fee, each assignee shall pay dues, fees and all other charges and assessments as are established for a Social member. In addition, the corporate sponsor may, subject to payment of a transfer fee, transfer the membership to another corporate employee. The transfer fee shall be based on the prevailing transfer fee, pro-rated on the basis of the number of signatories on the Corporate Sponsored membership. Any such transfer shall be subject to the approval of the club, and upon completion of all documentation and procedures as established by the Club.
 

(F) Founder: A “Founder” member is a member who has purchased one of the initial memberships designated as Founder memberships by the Board of Directors. The rights and privileges of a Founder membership are the same as for a Full membership.
 

(G) Charter: A “Charter” member is limited to the six (6) persons who were instrumental in forming the Club. A Charter member is a Full member, but is excused from paying an initial membership fee and monthly dues. A Charter membership, upon transfer, loses its designation as a Charter membership and becomes a Full membership and shall be subject to all charges and fees appropriate to this class of membership.
 

(H) Honorary: At its discretion, the Board may grant the use of the Club’s facilities to certain worthy persons who shall be deemed “Honorary Members”. Honorary membership shall be non-voting, non-proprietary, and non-transferable, and shall have such other incidents as the Board may direct. The Board reserves the right to cancel or terminate any honorary membership at any time it decides to do so, whether with or without cause. This category shall be limited to a total of ten persons.


Section 2. Resident Member: A “Resident Member” is a property owner at Spanish Trail. The term “Property Owner” as used herein shall mean an individual person who is the current legal owner of a unit of real property (i.e., a residential lot, condominium, or residential home) at Spanish Trail. If a unit of real property is owned other than by an individual person (e.g., jointly or by a partnership, corporation, trust, or the like), then one individual must be designated as the “Property Owner” in whose name the membership shall be issued and held. There shall be only one resident member for each unit of property owned at Spanish Trail.

Section 3. Non-Resident Member: Non-Resident Members are Full or Social members who reside outside of Spanish Trail. Non-Resident members shall have rights and obligations identical to those of Resident Members, except that the Board of Directors may levy a surcharge not to exceed $25.00 per month on the dues of non-Resident Members to apply against payment of money payable by the Club for use of Spanish Trail Master Association properties and services (e.g., pool, tennis courts, roads, security, etc.).

Section 4. Vote: Each member, whether full or social, shall be entitled to vote in annual or special elections. Each full membership shall have four votes, and each social membership shall have one vote, in connection with all Club matters wherein voting is a privilege. For each membership held in the name of husband and wife, one individual only must be designated as the person having the right to cast the vote(s) for such membership.

Section 5. Sale of Memberships: Full or social members desiring to sell their memberships shall provide an offer in writing to the Board of Directors specifying the price at which they are willing to sell. The Board of Directors may, at its sole discretion, impose other terms and conditions upon the sale of memberships, including, without limitation and by way of example only, (i) a minimum sales price at which offers will be accepted, (ii) the length of time an offer to sell will be valid, and (iii) the form in which an offer will be received. Upon any resale, the selling social member shall receive all proceeds of the sale, less a 30% transfer fee. Golf members shall receive all proceeds, less a 30% transfer fee or $5,000, whichever figure is greater. These sums shall be retained by the Club as a transfer fee. Memberships may be sold only through the Board, and are otherwise non-transferable (except for transfers specifically set forth in SECTIONS 10 and 12-14 of this ARTICLE IV). Memberships offered for resale shall be sold at each price level in the order in which the offers for sale are received. The member’s obligation to pay all dues, minimum charges and assessments shall subsist until the membership is actually sold. A membership may not be transferred until all outstanding indebtedness to the Club has been paid. The Club shall have the right to deduct any outstanding indebtedness from the proceeds of sale payable to the selling member.

Section 6. Hardship: The Board of Directors shall have the power, but not the obligation, to relieve members from future financial obligations to the Club in exceptional situations of hardship or distress. Any action taken under this Section shall be within the sole and absolute discretion of the Board of Directors, and shall not be subject to appeal by any member or group of members. Should the Board of Directors elect under this Section to repurchase the membership of any member enduring hardship, the repurchased membership shall be resold by the Club along with any memberships offered for resale by members. The ratio of resale of repurchased hardship memberships to memberships offered for resale by members shall not exceed 1:1.

Section 7. Conversion of Membership: A member may convert from one kind of membership to another if there is a vacancy in the type of membership desired and a buyer for the membership vacated. If the conversion is from social to full, the member shall pay the then-existing differential between the cost of full and social memberships, as determined by the Board of Directors. A transfer fee will be required on conversion from full to social membership.

Section 8. Property Interest: To the extent that the Club owns property, all of its property rights and interests shall be held for the benefit of its members. Both full and social members shall be “proprietary” (i.e., participating) members of the Club, with the extent of participation of a social member for the purpose of voting or disposition of property being equal to twenty-five (25%) percent of the extent of participation of a full member. Thus, while a sale or disposition of the property or assets of the Club is not contemplated, upon any such sale or disposition the net proceeds shall be retained by the Club or, if distributed to the members, shall be shared among the members, with each social member having the right to receive one-fourth (1/4) of the amount received by each full member.

Section 9. Number of Members: The membership shall be limited as follows: Effective July 1, 1992, the total number of Full memberships shall be limited to 589, and the total number of Social memberships shall be limited to 200 (Amended July 9, 2007).

Section 10. Family Privileges: A member’s spouse is entitled to the same privileges as the member enjoys. Members’ unmarried children to the age of twenty-one (21) years or to the age of twenty-five (25) years who are attending college on a full time basis and living either in the family home or at or about the college campus during the college term are entitled to the same privileges as their member parent. Where a member has living with him and dependent upon him for financial support, an immediate member of his family other than his spouse or children, the Board may grant such person such privileges of the Club for such period and under such restrictions as the Board may, in its discretion, choose and provide that any such privileges granted may be changed or withdrawn by the Board at any time. The enjoyment of family privileges by any person entitled thereto pursuant to this Section is subject to such rules as may be adopted by the Board.

Section 11. Transfers to Family Trust: In order to facilitate the estate planning of a Full or Social member, such member may transfer his or her membership on the following terms and conditions to a revocable inter vivos trust established by such member. The member must be the trustor and the sole trustee (or co-trustee together with his or her spouse) of the trust and the trust must be established for the benefit of the trustor, spouse and children. So long as the trust owns the membership, the trustor must continue at all times to be the trustee of the trust. The trustor of the trust, the trustor’s spouse and children shall be the only persons entitled to enjoy the privileges of such membership in the manner and to the extent provided in SECTION 9 hereof. Upon the death of the trustor, the membership must be sold or transferred in accordance with the same rules and procedures applicable in the case of a deceased individual member. During the lifetime of the trustor the membership may be re-transferred to the trustor in individual capacity without constituting a transfer of the membership. The trust may not sell or transfer the membership to any person other than the trustor of the trust without complying with the rules and procedures then applicable to the sale or transfer of a membership by an individual member. In order for a Full or Social member to make a transfer to a trust, the member shall deliver to the Club the membership certificate together with written instructions setting forth an intention to transfer the membership to the trust and the name of the trust and such other requirements as the Club may require. A new certificate shall be issued to the trust.

Section 12. Resignation: Any member may resign his or her membership at any time, provided, however, that such resignation shall not relieve or release said member of any indebtedness to the Club. All resignations shall be made in writing and addressed to the Board of Directors. Upon receipt of the written resignation by the Board of Directors, all rights or privileges with respect to such resigning member’s membership shall automatically and permanently cease, and all such interest of any resigning member in the property and assets of the Club shall be vested in the other participating members of the Club. Such resignation shall operate as a release and assignment to the Club of all right, title and interest of such resigning member in and to the member’s club membership and the property and assets of the Club.

Section 13. Transfer on Death: In the event of the death of a member, the legal representative of such deceased member may transfer the membership of the deceased member to any person, provided that the person meets all of the qualifications for membership provided in these Bylaws, shall have been elected to membership as provided in these Bylaws, and shall pay any required transfer or admission fee. No transfer fee shall be due on any transfer to a spouse or child of the deceased member; however such transfer shall be subject to the standards of the admission process outlined in Section 15. If the membership was held in the name of husband and wife at the time of death of one spouse, the membership shall automatically be transferred in full to the surviving spouse. Any transfer by the legal representative shall be made within twelve (12) months after the date of death of such member. All dues and charges against such membership including the regular monthly dues up to the date of transfer, shall be paid by the estate prior to the effective date of transfer. In the event that the legal representative does not make a proper transfer within the twelve month period (or any extension granted by the Board), the membership shall be deemed to have been offered for sale under the preceding SECTION 5 of this Article. The proceeds of sale, after deduction of any applicable costs and indebtedness, shall be paid to the legal representative or his designee, upon sale of the membership. As a condition to such payment, however, the legal representative shall be required to execute and deliver all documents necessary to affect a transfer.

Section 14. Transfer on Divorce: In the event of the divorce of a member, the membership shall be retained by the member of the family who was first a member, unless they were married at the time of acquisition of the membership and the membership was acquired in the name of husband and wife, in which event they must designate who shall retain the membership. If they refuse to designate who shall retain the membership within sixty (60) days after request by the Club to do so, the Club may, at its option, put the membership up for sale. No other transfer incident to a divorce is permitted.

Section 15. Transfers to Family: If a member desires to transfer his membership to his spouse, child, or grandchild, such proposed transferee shall file an application in the same manner as any other applicant for membership. If such applicant is elected to membership, a new membership certificate shall be issued to such transferee, provided written certification has been received by the Secretary of the Club declaring under penalty of perjury that (1) such transferee is either the spouse, child, or grandchild of the transferor, and (2) the transferor member’s membership certificate has been surrendered to the Club properly endorsed by the transferor or, if applicable, by the legal representative of the transferor. No transfer fees shall be required of transfers under this Section.

Section 16. Nomination and Selection: Nomination and selection for all memberships in the Club shall be in accordance with procedures established from time to time by the Board of Directors and administered by the Membership Committee, pursuant to the following:


(A) Every candidate for membership shall submit information on a form provided by the Board of Directors, which shall be accepted by the Secretary of the Club only if complete. The nomination form shall be deemed complete and current when all required information shall have been accepted by the Secretary of the Club.
 

(B) The Membership Committee shall meet at regular intervals to review each current nomination form. If the Membership Committee so desires, it shall request that the candidate appear for an interview. A candidate who fails to appear for an interview for which he or she was given at least ten (10) days’ notice shall be deemed rejected unless the Membership Committee shall excuse the absence. After such investigation and consultation as it may deem necessary, the Committee shall vote whether or not to accept the candidate for membership and immediately shall notify the Board of Directors of its decision. In no event shall membership criteria include considerations of sex, race, creed, color or national origin. Membership criteria applied at any time shall be applied uniformly to all persons who then are candidates for membership. Provided no person or candidate shall have any right to membership in the Club, and subject to the procedures and standards described, the decision of the Board of Directors regarding the acceptance or rejection of a nomination for membership shall be final, conclusive, and unappealable.
 

(C) Immediately upon receipt of the decision of the Board of Directors as to a candidate, the Secretary of the Club shall notify the candidate in writing of the result. If the decision is negative, the Club may refuse to receive a re-nomination for any form of membership for a period of up to two years from the date of such notice. If the decision is favorable, the requisite notice shall be a notice of election to membership in such form as the Board of Directors shall establish. The notice of election to membership shall be accompanied by a copy of the Club regulations and a copy of the Club’s Articles of Incorporation and Bylaws.
 

(D) The actions of the Membership Committee and the Board of Directors with respect to all membership applications shall be confidential and final.
 

(E) No person, although elected to membership, shall become a member or be entitled to privileges of the Club until such person shall have duly purchased a membership and paid any required membership fee (i.e., capital contribution for the membership). In the event that any other person, after having been elected to membership, shall not, within fifteen (15) days after notice of election shall have been sent to such person’s post office address, signify his or her acceptance and shall have paid any required capital contribution for the membership, then such person shall be deemed to have forfeited election to membership of the Club.
 

(F) The Board of Directors may provide for the issuance to members of certificates in such form as it may determine evidencing membership in the Club. Such certificates shall be consecutively numbered and shall contain the name of the member, the type of membership, and the date of issue. The date of issue of the certificate shall be entered in the records of the Club by the Secretary. If any certificate is lost, damaged or destroyed, a new certificate may be issued upon such terms and conditions as the Board may direct. Said certificate shall be evidence of the membership and the capital contribution paid to the Club therefore by the member.
 

ARTICLE V
MEETINGS AND ELECTIONS

Section 1. Place of Meetings: All annual and other meetings of members shall be held at the Clubhouse, unless otherwise noticed by Board of Directors.

Section 2. Annual Meetings: There shall be an annual meeting of the full and social members of the Club to be held on the third Friday in March of each year, or at such other reasonably convenient time not more than thirty (30) days before or after such date, upon notice delivered to the members not less than ten (10) days or more than sixty (60) days prior to the date fixed for such meeting.

Section 3. Special Meetings: Special meetings of the members may be called at any time to consider matters which, by the terms of the Club’s Articles or Bylaws, require the approval of all or some of the members, or for any other purpose. Special meetings shall be called by written notice, signed either by the President, by a majority of authorized members of the Board of Directors, or by members having one-third (1/3) of the total votes in the Club, and delivered to the members not less than ten (10) days, nor more than sixty (60) days prior to the date fixed for such meeting. The notice shall specify the date, time, and place of the meeting and the matters which will be considered.

Section 4. Voting: At all meetings of members, every full and social member shall have the right to vote in person or by proxy, with each member having the number of votes indicated in the preceding .Such vote may be viva voce or by ballot; provided, however, that all elections for Directors must be by ballot as set forth in ARTICLE II, SECTION 5.

Section 5. Proxies: Every member entitled to vote shall have the right to do so either in person or by his or her duly authorized agent authorized by a written proxy executed by such person and filed with the Secretary of the Club. No proxy shall be valid after the expiration of the eleven (11) months from the date of his execution, unless otherwise expressly provided therein, and may be revoked at any time by written notice to the Secretary. A proxy shall be deemed revoked when the Secretary receives actual notice of the default of the member in the payment of any amounts due, or of the death or judicially declared incompetence of the member, or of the termination of such member’s status as a member. Payment of arrearages such that the member is no longer in default shall be deemed to revive an otherwise valid proxy.

Section 6. Quorum: The presence in person or by proxy of members having one-third of the total votes in the Club shall constitute a quorum. If any meeting cannot be held because a quorum is not present, the members present may adjourn the meeting to a time not less than forty-eight (48) hours nor more than thirty (30) days from the time the original meeting was called. At the subsequent meeting, the presence of the members having twenty percent (20%) of the total vote in the Club shall constitute a quorum.

Section 7. Election Without Meetings: Following the holding of the first annual meeting of the members, any matter or issue requiring the vote of the full members, including without limitation the election of the Board, may be submitted for vote by written ballot without a meeting, and shall constitute an election. The conduct of such an election, and the determination to resolve an issue by election, shall be made by the Board of Directors in accordance with procedures established from time to time by the Board.

ARTICLE VI
COMMITTEES


Section 1. House Committee: The President shall appoint a House Committee to consist of three or more members of the Club. The House Committee shall, subject to the direction of the Board of Directors, have the responsibility for management and control of the Clubhouse. The Chairman of the House Committee shall be named by the President and shall be a member of the Board of Directors. A majority of members of the House Committee shall be full members, and at least one member shall be a social member.

Section 2. Greens Committee: The President shall appoint a Greens Committee to consist of at least three persons. The Greens Committee shall, subject to the discretion of the Board of Directors, have the management and control of the Golf Course and the grounds of the Club. The Chairman of the Greens Committee shall be named by the President and shall be a member of the Board of Directors, and a majority of the members of the Committee shall be full members of the Club.

Section 3. Finance Committee: The President shall appoint a Finance Committee to consist of three or more members of the Club. The Finance Committee shall perform such duties as the Board of Directors may direct. The Chairman of the Finance Committee shall be named by the President and shall be a member of the Board of Directors, and a majority of members of the Committee shall be full members of the Club.

Section 4. Membership Committee: A Membership Committee, having the powers, authorities, and limitations as set forth in these Articles, shall be appointed. It shall have at least five (5) members, all of whom must be members of the Club, and a majority of whom must be full members, all of whom are appointed by the vote of at least two-thirds (2/3) of the members of the Board of Directors. The Membership Committee shall be responsible for making prompt inquiry as to the qualifications of all persons proposed and seconded for membership in the Club, and for making recommendations to the Board concerning elections to membership. All deliberations of the Membership Committee shall be confidential.

Section 5. Social Committee: The President shall appoint a Social Committee to consist of three or more members of the Club. A majority of members of the committee shall be full members of the Club. The Social Committee shall be responsible for planning and affecting, within established budgets, the social activities of the Club.

Section 6. Golf Committee: The President shall appoint a Golf Committee to consist of at least three persons. The Golf Committee shall, subject to the discretion of the Board of Directors, have the management and direction of all matters related to the play of golf, golf tournaments and golf handicaps. The Chairman of the Golf Committee shall be named by the President and shall be a member of the Board of Directors. The members shall be Full Members of the Club.

Section 7. Other Committees: The President shall have the power to appoint such other committees, and to name the Chairman thereof and determine the number and identity of the members thereof, as the President shall from time to time determine. Each such committee shall have such duties as the Board of Directors may direct.

ARTICLE VII
DUES, ASSESSMENTS, AND INDEBTEDNESS


Section 1. General: Subject to the limitations imposed by these Bylaws, the Board shall levy dues on all classes of memberships. The level of dues shall be established by the Board of Directors, consistent with an annual budget prepared by the Finance Committee, and may be changed by the Board from time to time consistent with fiscal responsibility. The level of dues for social members shall be set to fairly reflect the non-utilization of the golf course by social members. Assessments for maintenance and capital improvements to the golf course only shall be levied only on full members. Assessments for maintenance and capital improvements to the clubhouse only shall be equally levied on all Full and Social Members.

Section 2. Billing: All dues shall be payable by members of the Club in advance on the first day of each month and shall be delinquent on the twenty-fifth day of said month if not paid. All indebtedness other than dues shall be payable on the first day of each month immediately following the incurrence of such indebtedness, and shall become delinquent on the twenty-fifth day of said month if not paid. The Board shall have the authority to impose interest charges on delinquent accounts up to the maximum legal interest rate.

Section 3. Delinquency: So long as any member is delinquent in any indebtedness to the Club, for dues or otherwise, the Board of Directors may limit or deny the use of the Club and its facilities to such member. After written notice of any such delinquency and a request to pay the same is mailed to any delinquent member, and such member fails to pay such indebtedness in full within ten (10) days after the mailing of such notice, the name of such member, with the amount of his or her indebtedness may, at the discretion of the Board, be conspicuously posted by the Secretary in the rooms of the Club. If said indebtedness is not paid in full within said ten day period, the member shall be subject to the provisions of ARTICLE VIII hereof.

Section 4. Credit: The Board of Directors may at any time or from time to time, authorize, limit, or deny credit to any member.

Section 5. Limitation on Dues and Assessments: Subject to ARTICLE X hereof, but notwithstanding anything else contained in these Bylaws, the total share of dues payable for a fiscal year by a member shall not exceed such share allocated for the immediately prior fiscal year by more than twenty (20) percent without the prior approval of full members having a majority of the total votes in the Club. No assessment shall be levied by the Board without first obtaining the affirmative vote of a majority of those voting members who respond by the announced deadline for such vote. A new member shall be responsible for paying any assessments due from his class of membership which became payable following the issuance to him of his certificate of membership.


ARTICLE VIII
DISCIPLINE

The Board of Directors shall have the power, and without any liability whatsoever to any person affected, by a two-thirds (2/3) vote of the full Board, to suspend, fine, expel, or otherwise discipline any member for conduct which in its sole and absolute discretion is likely to endanger the welfare, interest, or character of the Club, or for any conduct which is in violation of the Bylaws or rules and/or regulations of the Club, including the nonpayment of dues or indebtedness as provided in ARTICLE VII hereof. These remedies shall not be alternative, but two or more of them may be combined, all in the Board’s discretion. In connection with any action under this ARTICLE VIII, the Board shall have the power, in its sole and absolute discretion, to refer the matter or matters to a committee of members of the Board appointed by the Board, for investigation and report, and may authorize or instruct such committee to take testimony under oath. No vote shall be taken by the Board on any action referred to in this ARTICLE VIII until the Board has, at least fifteen (15) days before any such action is to be taken, mailed to the last known address of the member a written statement specifying the charge or charges against the member and giving said member a period of time of not less than five (5) days prior to the date on which the Board proposes to vote on any such action referred to in this Article within which to file a statement, under oath, setting forth his or her defenses to such charge or charges. At the written request of such member, the Board shall permit such member or his or her representative to appear before the Board, or a committee of members of the Board, with respect to such charge or charges. Any action taken by the Board in conformance with this ARTICLE VIII shall be final and conclusive with respect to the member affected thereby, provided that any member who shall be expelled shall have the right to sell his or her membership pursuant to the applicable provisions of these Bylaws and any other terms and conditions of sale imposed by the Board.

ARTICLE IX
GUESTS

Subject to guest rules established by the Board, members of the Club may sponsor guests for use of all privileges of the Club for which such members are themselves entitled. The Board shall prescribe rules for the use of the Club by guests and it shall be the responsibility of the sponsoring member to ensure that his guests comply with the guest rules and all other rules and regulations of the Club. Members inviting guests to use any of the Club’s facilities shall be responsible for all debts to the Club incurred by their guests or visitors and for all damage done by them. Only full members entitled to golfing privileges shall be permitted to have guests who play golf. Guest fees, including golf and cart fees, shall be fixed and determined from time to time by the Board of Directors.

ARTICLE X
MISCELLANEOUS


Section 1. Rules and Regulations: The Board of Directors shall have the power to adopt, repeal and amend, from time to time, rules and regulations with respect to the privilege of use of any and all Club facilities with respect to any and all persons and matters.

Section 2. Salary or Compensation to Members: No member shall receive any salary or compensation from the funds of the Club except by approval of the Board of Directors.

Section 3. Change of Address of Members: All members must immediately notify the Secretary of any change of address, and by failure to do so shall be deemed to have waived any notice provided by the Bylaws and rules and/or regulations of the Club.

Section 4. No Personal Liability: Members of the Club shall not be personally liable for the debts, liabilities or obligations of the Club.

Section 5. Indemnification of Directors and Officers: To the extent consistent with the Articles of Incorporation and the laws of the State of Nevada, the Club shall, to the maximum extent permitted by law, indemnify each person who is or was a Director or Officer of the Club. The Board shall have the power to advance to each such person expenses incurred in defending any such proceeding to the maximum extent permitted by law. The Club shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director of the Club against any liability asserted against or incurred by such person in such capacity or arising out of any such person’s status as such whether or not the Club would have the power to indemnify any such person under the provisions of the laws of the State of Nevada.

Section 6. Mailing Notices: Any reference in these Bylaws to mailing means first-class mail, postage prepaid, unless otherwise specified by the Board of Directors.

Section 7. Amendment of Bylaws: The power to repeal, amend, or adopt Bylaws shall be vested in the Board of Directors to the extent permitted by the Articles of Incorporation and the laws of the State of Nevada. This power shall not be exercised in any case except upon thirty (30) days written notice, mailed by the Secretary to each member of the Club at such member’s last known post office address, along with a copy of the Bylaws intended to be amended and with a copy of the intended amendment. If twenty-five (25%) percent of the members shall, before the meeting of the Board at which any Bylaw is to be repealed, amended or adopted, notify the Secretary in writing that they object to such action with respect to such Bylaw, then the Board’s proposed action with respect to such Bylaw shall not be effected except by a vote of two-thirds (2/3) of the members of the Club. Such vote may be taken at an annual meeting or special meeting of the Club, or by mail. In the absence of written objection by twenty-five (25%) percent of the members of the Club prior to such meeting of the Board of Directors, the Board of Directors shall have the power at said meeting to repeal, amend or adopt Bylaws as set forth in the aforesaid notice of the Secretary.

Section 8. Consent to Waiver of Notice: Transactions at any meeting of the members or of the Board of Directors at which a quorum is present, however called or noticed, shall be as valid as a meeting duly held after regular call and notice; provided, however, that either before or after the meeting, each member not present in person or by proxy at a meeting of the members or each Director not present at meeting of the Board, shall sign either (1) written waiver of notice, (2) consent to the holding of such meeting, or (3) an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the records of the Club and made a part of the minutes of the meeting.

Section 9. Gender: Masculine pronouns have been used herein for convenience and clarity only, and shall be deemed to include the feminine unless clearly inappropriate by context.
The undersigned officers of Spanish Trail Country Club, Inc. do hereby certify that the foregoing represents the
Bylaws of Spanish Trail Country Club, Inc., as amended this 1st day of August, 2003.

President
Secretary