Cadiz Country Club

1. The purpose for which the Club is formed is not to make profit but to own, establish, and maintain a social organization with clubhouse, golf course, and such other recreational facilities as may from time to time be determined necessary and expedient by the Board of Directors of the Club.

Section 3: Fiscal Year

1. The fiscal year of the Club shall be from January 1st to December 31 St. (Approved October 28th, 1981)

ARTICLE II

Section 1: Organization

I. The entire management of the Club, its affairs, properties, and assets shall be vested in a Board of Directors, consisting of not less than five nor more than seven members of the Club. For designation purposes the Board of Directors will hereafter be referred to as “the Board.” Directors elected shall take office at the conclusion of the annual meeting. The Board shall hold office for two years or until their successors are elected and qualified. Vacancies on the Board shall be filled either by the appointment of eligible members by the remainder of the Board or by election at a special meeting of the members called for such purpose. Any expenditure for capital improvements of the club exceeding $10,000.00 must be brought before the Equity members for a majority vote.

Section 2: Election of Directors

1. Within 45 days prior to the annual meeting, the Board of Directors shall appoint a committee of three (3) members, not directors, to nominate or recommend equity members to serve as directors. The nominees shall be posted on a bulletin board 30 days before the date of the annual meeting. Other candidates for election may be proposed in writing by six (6) equity members of the Club, and shall be posted on the bulletin board not less than 20 days before the election.

Section 3: Ballots

Ten (10) days before the annual meeting the secretary shall mail to all equity members a ballot with the names of those candidates for directors duly nominated in accordance to Article II, Section 2, along with notice of the annual meeting. These ballots must be returned duly marked by the members at any time before noon on the date of the annual meeting, or returned in person at the meeting.

At the annual meeting, the President of the Club shall appoint three (3) tellers to count and report ballots. In event of a tie, the tellers shall determine the winners by lot.

[Motion by Ronald Snyder SR, 2nd by Robert Englert that all ballots be numbered, approved by membership 10/94 ]

Section 4: Terms of Directors

1. Each director shall serve a term of two (2) years ( 10/27/59), or until a successor is elected and qualified.

ARTICLE III

Section 1: Notice of Annual Meeting

I. The annual meeting of the Equity members shall be held at Cadiz , Ohio , during the month of October, on a date designated by the President for the election of Directors and for the transaction of such other business, which may properly be brought before the meeting for action. Notice of the annual meeting shall be mailed by the Secretary to each equity member, at his last known address, ten ( 10) days prior to the day of the meeting.

2. Special meetings of the members may be called by the Board by written notice, stating the date, time, places, and purpose of such meeting. The notice shall be mailed to all members at their last known address, at least five (5) days prior to said meeting. Upon receipt by the Board of a written request, signed by fifteen (15) or more equity members setting forth their reasons for a special meeting of the membership, the Board shall call such a meeting.

3. The equity members present in person or by proxy at any duly called regular or special meeting shall constitute a quorum.

ARTICLE IV

Section 1: Officers

1. The officers of the club shall be a President, Vice President, Secretary,

And Treasurer (one person may act as both Secretary & Treasurer).

Said officers shall be chosen by a majority ballot of the board and shall hold office for one year or until their successors are elected and qualified.

ARTICLE V

Section 1: Duties of Officers

1. The President shall preside at all meetings of the members and Board, sign the records thereof, and perform the duties usually performed by the Presidents of like clubs, and such further and other duties as may from time to time be required of him by the members of the Board.

2. The Vice-President shall perform all duties of the President in the case of the absence or disability of the latter. In the case both President and Vice-President are absent or unable to perform their duties the members or the Board, as the case may be, may elect a President Pro-tempore.

3. The Secretary shall keep minutes of all the meetings of the members and the Board of the Club and make a proper record of the same, which shall be attested by him, and generally perform such duties as may be required of him by the members and the Board. He shall also keep and maintain a membership book.

4. The Treasurer shall receive and have in charge all monies belonging to the Club and shall disburse the same as may be ordered by the Board. He shall keep an accurate account of the moneys received and disbursed by him and generally perform such duties as may be required of him by the members of the Board. On the expiration of his term of office, he shall turn over to his successor or the Board all moneys and property of the club in his hands. It shall be the responsibility of the Board to audit or have audited all records at the close of each fiscal year.

ARTICLE VI

Section 1: Memberships

1. The equity membership of the Club shall be limited to 300 equity members, who shall own not more than one ( 1 ) membership each. The title of any property belonging to the Club, of whatsoever kind, and the privilege of voting at any regular or special meetings of the Club shall be confined to the equity memberships. (10/25/84)

2. Any person wishing to become an equity member shall make application to the Board. Applicants shall pay such initiation fee and annual dues as established by the Board, which shall accompany the application. The Board shall vote by secret ballot on all applications and a majority of positive votes of the members of the Board shall enable his election. Upon rejection of any application, any fees paid shall be returned to the applicant.

3. The board shall have authority to create such other non-equity membership, as it deems proper or necessary.

ARTICLE VII

Section 1: Dues

1. The annual dues of each calendar year shall be paid on or before January 1 of such year, except as hereinafter provided. (10/65)

2. The annual dues may be paid in four equal installments, payable January 1, April 1, July 1, and October 1, of each year.

3. When paying dues the member must also pay the tax thereon required by either federal or state tax laws.

4. The dues of any limited or non-resident membership shall be prescribed by the Board.

5. The Board is authorized to make provision for any other contingency, which may arise with reference to dues, privileges, or greens fees.

ARTICLE VIII

Section 1: Suspension or Expulsion of Members

1. The Board may suspend any member who is in arrears for dues thirty (30) days after the date set for payment of same, and may expel any member who is six (6) months in arrears for dues, except as hereinafter provided.

2. The Board may expel any member for conduct unbecoming a member.

3. At the discretion of the Board, for reasons deemed good and sufficient, a member who has paid an initiation fee may obtain, by written request, a maximum of one (1) year's leave of absence without payment of dues.

4. Suspension shall deprive a member of all privileges in the Club during suspension.

5. Expulsion shall deprive a member of all rights of membership and access to the Club property and shall terminate the membership.

6. Any member suspended or expelled shall be so notified by the secretary within fourteen ( 14 ) days following such action by the Board. Such notice shall be mailed to the last known address of such member. Such suspended or expelled member may appear before the Board in his/her own behalf by requesting permission for such appearance by notifying the Secretary in writing within eight (8) days of receipt of the Board’s notice of such desired appearance. The Secretary, following consultation with the President, shall Invite such member to appear before the Board at the next Board meeting naming the date and place such meeting will be held and the time such member may appear. Any member suspended or expelled, after having appeared before the Board, shall have fifteen (15) days to appeal the decision of the Board to the membership of the Club, provided such member has notified the Secretary, in writing, of his desire to appeal. The Secretary shall call a special meeting of the membership within thirty (30) days of receipt of the request to consider such appeal.

7. Any expelled member desiring to again become a member must make application for new membership as of Article VI, Paragraph 2.

ARTICLE IX

Section 1: Surrender of Membership

1. An equity member may surrender his or her membership to the club for any reason deemed good and sufficient by the Board. This resignation must be in writing to the Board.

2. An equity member in good standing desiring to transfer such membership to another person shall make application to the Board. Such member shall advise the Board of the request to transfer, designating the name and place of residence of the person to whom the transfer is desired. The Board shall then furnish such member a form entitled, "REQUEST TO TRANSFER MEMBERSHIP,” which shall be filled out by the member. The completed form shall be presented or mailed to the Board along with a membership application completed by the person to whom the transfer is requested. The Board, by majority vote, may approve or reject the transfer.

ARTICLE X

Section 1: Committees

1. The President, with the approval of the Board, shall appoint committees, (consisting of not less than three (3) members), for the purpose of supervising:

(a) Tournaments (b) Entertainment (c) Greens (d) Grounds (e) House (f) Other

(e) Any other committees that the Board may deem necessary or convenient.

2. No moneys shall be expended by any of the above committees without first obtaining majority approval of the Board.

ARTICLE XI

Section 1: Order of Business

1. Unless suspended by majority vote, all meetings of the equity members shall be conducted as follows:

(a) Reading of the minutes

(b) Reading of reports and statements

(c) Unfinished business

(d) Election of the Board

(e) New or miscellaneous business

ARTICLE XII

Section 1: By-Law Amendments

(1) These By-Laws shall be subject to alteration, amendment, repeal, or
replacement by an affirmative vote of two-thirds of the Equity Members
voting (in person or by proxy) at an Equity meeting, provided at least
ten (10) days prior to such meeting a copy of the proposed amendment,
alteration, repeal, or replacement shall have been mailed to each Equity
member.

(2) Proposed alterations, amendments, repeals, or replacements of these
By-Laws may be made by the Board, by majority vote, at any regular or
special Board meeting; or in writing, signed by at least fifteen (15)
Equity members, and delivered to the club Secretary to be considered at
the next annual Equity meeting. Said proposal shall be delivered to the
Secretary at least thirty (30) days prior to the annual Equity meeting.

(3) Amending an amendment: Proposed alterations, amendments, repeals, or replacements of these By-Laws may be amended by a motion made and carried by a majority of the Equity members voting (in person or by proxy) at the Equity meeting where the proposed alteration, amendment, repeal, or replacement is being considered. Such amendment must be considered and voted on prior to any vote taken of the proposed alteration, amendment, repeal, or replacement of any By-Law.

By--Laws Reprinted

As Amended 5/16/94