HPCC Bylaws

HIGH POINT
COUNTRY CLUB, INC.

BYLAWS

AUGUST 27, 2019

WYATT EARLY HARRIS WHEELER LLP
High Point, NC

INDEX OF
HIGH POINT COUNTRY CLUB, INC.

BYLAWS

Page

ARTICLE I General.......................................................................................................................1
SECTION 1. History...........................................................................................................1
SECTION 2. Name .............................................................................................................2
SECTION 3. Purposes ........................................................................................................2

ARTICLE II Offices .......................................................................................................................2
SECTION 1. Principal Office .............................................................................................2
SECTION 2. Registered Office and Registered Agent.......................................................2
SECTION 3. Other Offices.................................................................................................2

ARTICLE III Shareholders ...........................................................................................................2
SECTION 1. Class A Common Voting Shares ..................................................................2
SECTION 2. Class B Common Non-Voting Shares ..........................................................3
SECTION 3. Preferences, Limitations, and Relative Rights of Each Class of Stock.........3
SECTION 4. Use of Club Facilities....................................................................................3

ARTICLE IV Meetings of Shareholders......................................................................................3
SECTION 1. Place of Meetings..........................................................................................3
SECTION 2. Annual Meeting.............................................................................................3
SECTION 3. Substitute Annual Meeting............................................................................3
SECTION 4. Special Meetings ...........................................................................................3
SECTION 5. Notice of Meetings........................................................................................4
SECTION 6. Waiver of Notice...........................................................................................4
SECTION 7. Voting Lists...................................................................................................4
SECTION 8. Voting Group ................................................................................................5
SECTION 9. Quorum .........................................................................................................5
SECTION 10. Quorum – Annual Meeting ..........................................................................5
SECTION 11. Quorum – Special Meeting ..........................................................................5
SECTION 12. Proxies..........................................................................................................5
SECTION 13. Voting of Shares...........................................................................................5
SECTION 14. Informal Action by Shareholders .................................................................6
SECTION 15. Club Members..............................................................................................6

ARTICLE V Club Memberships ..................................................................................................6
SECTION 1. Club Memberships ........................................................................................6
SECTION 2. Membership Rights, Rules, and Regulations ................................................7
SECTION 3. Nomination for Membership.........................................................................7

ARTICLE VI Board of Directors .................................................................................................7
SECTION 1. General Powers .............................................................................................7
SECTION 2. Number and Qualification.............................................................................7
SECTION 3. Election of Directors .....................................................................................8

2431387-1 i

SECTION 4. Term of Directors..........................................................................................8
SECTION 5. Removal ........................................................................................................8
SECTION 6. Vacancies ......................................................................................................8
SECTION 7. Chairman of Board........................................................................................8
SECTION 8. Compensation................................................................................................9
SECTION 9. President........................................................................................................9

ARTICLE VII Meetings of Directors ...........................................................................................9
SECTION 1. Regular Meetings ..........................................................................................9
SECTION 2. Special Meetings ...........................................................................................9
SECTION 3. Notice of Meetings......................................................................................10
SECTION 4. Waiver of Notice.........................................................................................10
SECTION 5. Quorum .......................................................................................................10
SECTION 6. Manner of Acting ........................................................................................10
SECTION 7. Presumption of Assent ................................................................................10
SECTION 8. Action Without Meeting .............................................................................10
SECTION 9. Committees .................................................................................................10
SECTION 10. Nominating Committee..............................................................................14
SECTION 11. Telephone Meetings ...................................................................................14

ARTICLE VIII Officers ...............................................................................................................15
SECTION 1. Officers of the Corporation .........................................................................15
SECTION 2. Nomination of Officers ...............................................................................15
SECTION 3. Appointment and Term ...............................................................................15
SECTION 4. Compensation of Officers ...........................................................................15
SECTION 5. Removal ......................................................................................................15
SECTION 6. Resignation..................................................................................................15
SECTION 7. Bonds ..........................................................................................................16
SECTION 8. President......................................................................................................16
SECTION 9. Vice President .............................................................................................16
SECTION 10. Secretary.....................................................................................................16
SECTION 11. Assistant Secretaries ..................................................................................17
SECTION 12. Treasurer ...................................................................................................17
SECTION 13. Assistant Treasurers ..................................................................................18

ARTICLE IX President ...............................................................................................................18
SECTION 1. General Authority .......................................................................................18
SECTION 2. Duties ..........................................................................................................18
SECTION 3. Bonds ..........................................................................................................18
SECTION 4. Annual Budget ............................................................................................19
SECTION 5. Management Company ...............................................................................19

ARTICLE X Contracts, Loan, Checks and Deposits................................................................19
SECTION 1. Contracts .....................................................................................................19
SECTION 2. Loans...........................................................................................................19
SECTION 3. Checks and Drafts .......................................................................................19

2431387-1 ii

SECTION 4. Deposits.......................................................................................................19

ARTICLE XI Shares and Their Transfer..................................................................................20
SECTION 1. Certificates for Shares .................................................................................20
SECTION 2. Stock Transfer Books..................................................................................20
SECTION 3. Lost Certificate............................................................................................20
SECTION 4. Fixing Record Date .....................................................................................20
SECTION 5. Holder of Record.........................................................................................21
SECTION 6. Transfer Restrictions ...................................................................................21
SECTION 7. Authorized Transfers...................................................................................21
SECTION 8. Forfeiture of Stock ......................................................................................22
SECTION 9. Membership Category Change....................................................................22
SECTION 10. Legend........................................................................................................22

ARTICLE XII Indemnification...................................................................................................22

ARTICLE XIII Conflicts of Interest............................................................................................24

ARTICLE XIV General Provisions ............................................................................................25
SECTION 1. Seal..............................................................................................................25
SECTION 2. Fiscal Year ..................................................................................................25
SECTION 3. Amendments ...............................................................................................25
SECTION 4. No Property Rights......................................................................................25
SECTION 5. Electronic Transactions...............................................................................25
SECTION 6. Interpretation...............................................................................................25

2431387-1 iii

HIGH POINT COUNTRY CLUB, INC.

BYLAWS

ARTICLE I

GENERAL

SECTION 1. HISTORY: The original country club in High Point was formed in 1923
as High Point Country Club, Inc. It acquired the land on Country Club Drive where its golf
course and old club house building were located. This club continued to operate until February
1933, when it filed voluntary bankruptcy. In December of 1933 a group of interested parties
formed a corporation known as Country Club Realty Corporation (“Realty Corporation”). This
corporation acquired the property and assets of the old High Point Country Club, Inc. from the
Trustee in Bankruptcy in January of 1934.

At about the same time that Realty Corporation was formed, Emerywood Country Club,
Incorporated (“Emerywood”) was also formed. Realty Corporation leased the land and facilities
on Country Club Drive to Emerywood and this arrangement continued until 1959. During that
year a movement began to seek ways for the erection of new country club facilities and
improvements to the golf course. Negotiations transpired between the officers and directors of
Realty Corporation and Emerywood, and after study and investigation, and upon
recommendation of the directors of Realty Corporation, its shareholders approved the sale of
Realty Corporation's assets to Emerywood. Ten acres of land on which the present club house,
swimming pool, and tennis courts are now located were conveyed to Emerywood subject to
restrictions and a reverter in the event of a breach of the restrictions. The remaining land on
which the Emerywood golf course is now located was conveyed to Wachovia Bank and Trust
Company by deed and subject to the terms of a trust agreement between Realty Corporation,
Emerywood, and Wachovia Bank and Trust Company. That trust was terminated and the land
held by the trust was conveyed to Emerywood.

In 1979 Emerywood acquired the assets of Willow Creek Golf Club, Inc. (“Willow Creek”). On
November 16, 1993, the shareholders of Emerywood approved a change in the name of the
Emerywood, changing its name to High Point Country Club, Inc., the name of the original
country club in High Point.

The Club currently consists of two facilities, the Emerywood facility and the Willow Creek facility,
which together offer a full range of country club services; including golf courses, clubhouses, a
swimming pool, tennis courts, and other buildings and equipment necessary for the upkeep and
maintenance of the facilities and the comfort of Club Members. Generally, the Willow Creek
facility is a sports facility having its primary purpose of providing high quality golf and tennis to the
Club’s Members. The Emerywood facility is primarily a social facility providing social events and
a la carte and banquet dining for Club Members, and providing a Donald Ross-designed 9-hole golf
course, a high quality pool for in-season family and individual recreational and competitive
swimming, and three (3) tennis courts for Club Member recreational use. The Emerywood facility
and the Willow Creek facility provide complimentary services, programs, and opportunities for
Club Members.

2431387-1 4

SECTION 2. NAME: The name of the corporation is High Point Country Club, Inc. (the
“Club” or “corporation” herein). The Club is organized under the general business corporation laws
of the State of North Carolina and has qualified for tax exempt status with the Internal Revenue
Service and the North Carolina Department of Revenue.

SECTION 3. PURPOSES: The purposes of the Club are set forth in Article 3 of the
Certificate of Incorporation and in general are to operate as a private club for the social and
recreational benefit of its Club Members. No part of the net earnings of the Club shall inure to the
benefit of or be distributable to its directors, officers, private shareholders, or Club Members, except
that the Club shall be authorized and empowered to pay reasonable compensation for services
rendered and to make payments and distributions in furtherance of the purposes set forth in these
Bylaws or the Articles of Incorporation. No substantial part of the activities of the Club shall be the
carrying on of propaganda or otherwise attempting to influence legislation, and the Club shall not
participate in or intervene in (including publishing or distribution of statements in any political
campaign on behalf of any candidates for public office.

Notwithstanding any other provision of these Bylaws or the Articles of Incorporation, the Club shall
not carry on any activities not permitted to be carried on by an organization exempt from federal
income tax under Section 501(c)(7) of the Internal Revenue Code of 1986, or the corresponding
provision of any future United States Internal Revenue law.

ARTICLE II

OFFICES

SECTION 1. PRINCIPAL OFFICE: The principal office of the corporation shall be
located at 800 Country Club Drive, High Point, North Carolina 27262, or such other location as
the Board of Directors may designate by resolution.

SECTION 2. REGISTERED OFFICE AND REGISTERED AGENT: The registered
office of the corporation required by law to be maintained in the State of North Carolina shall be
located at such location as the Board of Directors may designate by resolution. The registered
agent of the corporation required by law to be maintained in the State of North Carolina shall be
such qualified person as the Board of Directors may designate by resolution.

SECTION 3. OTHER OFFICES: The corporation may have offices at such other
places within the State of North Carolina as the Board of Directors may designate or as the
affairs of the corporation may require from time to time.

ARTICLE III

SHAREHOLDERS

SECTION 1. CLASS A COMMON VOTING SHARES: The corporation shall have
the authority to issue up to one thousand (1,000) shares of Class A common voting stock to
shareholders.

2431387-1 5

SECTION 2. CLASS B COMMON NON-VOTING SHARES: The corporation shall
have the authority to issue up to one thousand (1,000) shares of Class B common non-voting stock
to shareholders.

SECTION 3. PREFERENCES, LIMITATIONS, AND RELATIVE RIGHTS OF
EACH CLASS OF STOCK:

(a) Class A common stock shall be voting stock.

(b) Class B common stock shall be non-voting stock.

(c) Other than the right to vote, the preferences, limitations, and relative rights of Class
A common voting stock and Class B common non-voting stock shall be the same.

SECTION 4. USE OF CLUB FACILITIES: A shareholder of the corporation solely
by virtue of his status as a shareholder of the corporation is not entitled to use any of the
corporation’s facilities or assets, or participate in any Club programs or events. Only Club
Members have access to and the right to enjoy use thereof and participation therein according to
their Club Memberships.

ARTICLE IV

MEETINGS OF SHAREHOLDERS

SECTION 1. PLACE OF MEETINGS: All meetings of shareholders shall be held at
the principal office of the corporation, or at such other place within Guilford County or Davidson
County, North Carolina, as shall in each case be designated by resolution of the Board of
Directors.

SECTION 2. ANNUAL MEETING: The annual meeting of shareholders shall be held
at 7:00 o'clock p.m. on the fourth Tuesday of February of each year for the purpose of electing
directors of the corporation and for the transaction of such other business as may be properly
brought before the meeting. The Board of Directors, in its discretion, may designate a different
time for the annual meeting of shareholders to be held within sixty (60) days before or after the
fourth Tuesday of February of the applicable year.

SECTION 3. SUBSTITUTE ANNUAL MEETING: If the annual meeting of
shareholders shall not be held on the day required or permitted by the foregoing Section 2 of
Article IV, a substitute annual meeting may be called in accordance with the provisions of
Section 4 of this Article IV. A meeting so called shall be designated and treated for all purposes
as the annual meeting.

SECTION 4. SPECIAL MEETINGS: Special meetings of the shareholders may be
called at any time by the Chairman of the Board, the Vice President, or the Board of Directors,
and shall be called and held within thirty (30) days pursuant to the written request of the holders

2431387-1 6

of not less than one-tenth (1/10) of all of the votes entitled to be cast on any issue proposed to be
considered at the meeting.

SECTION 5. NOTICE OF MEETINGS: Written or printed notice stating the date,
time, and place of the meeting shall be given not less than ten (10) nor more than sixty (60) days
before the date of any shareholders' meeting, either by United States mail postage prepaid,
personal delivery, or by electronic means, including telegraph, teletype, or other form of wire or
wireless communication, or by facsimile transmission, or by e-mail, or by private carrier, or by
any combination of the foregoing, by or at the direction of the Board of Directors, the Chairman
of the Board, the Vice President, the Secretary, or other person calling the meeting, to each
shareholder entitled to vote at such meeting. Notwithstanding the foregoing, such notice must be
given to all shareholders with respect to any meeting at which a merger or share exchange is to
be considered and in such other instances as required by law. If mailed, such notice shall be
deemed to be delivered when deposited in the United States Mail, correctly addressed to the
shareholder at the shareholder's address as it appears on the current record of shareholders of the
corporation, with postage thereon prepaid.

In the case of a special meeting, the notice of meeting shall describe the purpose or purposes for
which the meeting is called. In the case of an annual or substitute annual meeting, the notice of
meeting need not describe the business to be transacted thereat unless such a description is
required by the provisions of the North Carolina Business Corporation Act, such as removal of a
director, amendment of the Articles of Incorporation, a merger or share exchange, the sale, lease,
exchange, or other disposition of all or substantially all of the property of the corporation unless
otherwise allowed by law, and voluntary dissolution of the corporation.

When a meeting is adjourned to a different date, time or place, notice need not be given of the
new date, time or place if the new date, time or place is announced at the meeting before
adjournment and if a new record date is not fixed for the adjourned meeting; but if a new record
date is fixed for the adjourned meeting (which must be done if the new date is more than one
hundred twenty [120] days after the date of the original meeting), notice of the adjourned
meeting must be given as provided in this section to persons who are shareholders as of the new
record date.

SECTION 6. WAIVER OF NOTICE: Any shareholder may waive notice of any
meeting before or after the date and time stated in the notice of the meeting. The waiver must be
in writing, signed by the shareholder, and delivered to the corporation for inclusion in the
minutes or filing with the corporate records. A shareholder's attendance, in person or by proxy,
at a meeting (a) waives objection to lack of notice or defective notice of the meeting, unless the
shareholder or his proxy at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting, and (b) waives objection to consideration of a particular
matter at the meeting that is not within the purpose or purposes described in the meeting notice,
unless the shareholder or his proxy objects to considering the matter before it is voted upon.

SECTION 7. VOTING LISTS: Before each meeting of shareholders, the corporation
shall prepare an alphabetical list of the shareholders entitled to notice of such meeting. The list
must be arranged by voting group (and within each voting group by class or series of shares) and
show the address of and number of shares held by each shareholder. The list shall be kept on file

2431387-1 7

at the principal office of the corporation, or at a place identified in the meeting notice in the city
where the meeting will be held, for the period beginning two business days after notice of the
meeting is given and continuing through the meeting, and shall be available for inspection by any
shareholder personally or by his representative or attorney, at any time during regular business
hours and at any time during the meeting or any adjournment thereof. The corporation is not
required to make the voting list available through electronic or other means of remote
communication to a shareholder or proxy attending the meeting by remote communication or
who does not physically come to the principal office of the corporation or come, if applicable, to
the place identified in the meeting notice.

SECTION 8. VOTING GROUP: All shares of one or more classes or series that under
the Articles of Incorporation or the North Carolina Business Corporation Act are entitled to vote
and be counted together collectively on a matter at a meeting of shareholders constitute a voting
group. All shares entitled by the Articles of Incorporation or the North Carolina Business
Corporation Act to vote generally on a matter are for that purpose a single voting group. Classes
or series of shares shall not be entitled to vote separately by voting group unless expressly
authorized by the Articles of Incorporation or specifically required by law.

SECTION 9. QUORUM: Shares entitled to vote as a separate voting group may take
action on a matter at the meeting only if a quorum of those shares exists.

Once a share is represented for any purpose at a meeting, it is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of that meeting unless a new
record date is or must be set for that adjourned meeting.

In the absence of a quorum at the opening of any meeting of shareholders, such meeting may be
adjourned from time to time by the vote of a majority of the votes cast on the motion to adjourn.
Notice of the adjourned meeting must be given pursuant to Section 5 of this Article IV. At any
adjourned meeting any business may be transacted that might have been transacted at the original
meeting if a quorum exists with respect to the matter proposed.

SECTION 10. QUORUM – ANNUAL MEETING: Shareholders holding at least
twenty-five (25) votes entitled to be cast on the matter by voting group constitutes a quorum of
that voting group for action on that matter at the annual meeting of shareholders.

SECTION 11. QUORUM – SPECIAL MEETING: Shareholders holding at least one
hundred (100) votes entitled to be cast on the matter by voting group constitutes a quorum of that
voting group for action on that matter at any special meeting of shareholders.

SECTION 12. PROXIES: Shares may be voted either in person or by one or more
proxies authorized by a written appointment of proxy signed by the shareholder or by his duly
authorized attorney in fact. An appointment of proxy is valid for eleven (11) months from the
date of its execution, unless a different period is expressly provided in the appointment form.

SECTION 13. VOTING OF SHARES: Each outstanding share of Class A common
voting stock shall be entitled to one vote on each matter voted on at a meeting of shareholders.

2431387-1 8

Each outstanding share of Class B non-voting stock shall not be entitled to vote on any matter
voted on at a meeting of shareholders unless the right to vote on such matter is required by law.

Except in the election of directors as governed by the provisions of Section 3 of Article VI, if a
quorum exists, action on a matter by a voting group is approved if the votes cast within the
voting group favoring the action exceed the votes cast opposing the action, unless a greater vote
is required by law or the Articles of Incorporation or these Bylaws.

SECTION 14. INFORMAL ACTION BY SHAREHOLDERS: Any action that is
required or permitted to be taken at a meeting of shareholders may be taken without a meeting if
one or more written consents, describing the action so taken, shall be signed by all of the
shareholders who would be entitled to vote upon such action at a meeting, and delivered to the
corporation for inclusion in the minutes or filing with the corporate records. The written consent
of any Shareholder may be in electronic form and delivered by electronic means, including,
without limitation, facsimiles and emails that can be printed.

If the corporation is required by law to give notice to nonvoting shareholders of action to be
taken by unanimous written consent of the voting shareholders, then the corporation shall give
the non-voting shareholders, if any, written notice of the proposed action at least ten (10) days
before the action is taken.

SECTION 15. CLUB MEMBERS: A shareholder of the corporation is not a Club
Member by virtue of his status as a shareholder of the corporation. A person is not a shareholder
of the corporation by virtue of his status as a Club Member. A shareholder may be a Club
Member provided he qualified to become a Club Member and continues to be a Club Member.

A Club Member is not entitled to attend or vote at any meeting of shareholders. However, by
invitation of the Board of Directors, Club Members may be invited to attend meetings of
shareholders.

ARTICLE V

CLUB MEMBERSHIPS

SECTION 1. CLUB MEMBERSHIPS: The Board of Directors may establish from
time to time such Club Memberships as the Board of Directors shall determine to be in the best
interest of the Club. Each Club Membership shall have such application fees, initiation fees,
monthly dues, capital dues, assessments, and other charges as the Board of Directors shall
determine from time to time (collectively called “Membership Charges”). The corporation shall
make available to the Members on the Club’s website or in its business office located at the
Club’s principal office the current applicable Membership Charges for each class of
membership.

The corporation, acting by its Board of Directors, may modify or terminate any Club
Membership class and modify, increase, add, or otherwise change the applicable Membership
Charges for any Club Membership class upon notice given to the current Members of the
applicable Club Membership class.

2431387-1 9

SECTION 2. MEMBERSHIP RIGHTS, RULES, AND REGULATIONS: The
Board of Directors, upon notice given to the current Members of the applicable Club
Membership class, may establish, modify, rescind, and change all rights, rules, and regulations
applicable to any class of Club Membership, including the rights and obligations of any Club
Membership class concerning the use of Club facilities, programs, attendance of Club events,
and other privileges of applicable Club Membership.

SECTION 3. NOMINATION FOR MEMBERSHIP: A person may become a
Member of the Club only by invitation of the Board of Directors. A person may apply for
Membership in the Club only upon the recommendation of at least one (1) existing Club Member
and in accordance with the current procedures approved by the Board of Directors (an
“Application for Membership”). Each Application for Membership shall be submitted to the
Membership Committee for review and consideration. The Membership Committee shall
carefully consider all information concerning each new Member applicant. The Membership
Committee shall submit to the Board of Directors the names and information concerning
applicants which the Membership Committee recommends to receive an invitation to
Membership by the Board of Directors. The Board of Directors may grant an invitation to
Membership to an applicant only on the affirmative vote of two-thirds (2/3) of all of the directors
then in office. The Club shall not discriminate in its Membership application process on the
basis of race, religion, creed, sex, or national origin. In considering whether to grant an
invitation to Membership, the Board of Directors may consider good moral character, reputation,
and financial ability to pay dues and obligations to the Club on a timely basis. The Board of
Directors may, or may not in its sole discretion, authorize the issuance of a share of Class A
voting stock of the corporation to a new Member for such consideration as the Board shall
determine to be adequate.

ARTICLE VI

BOARD OF DIRECTORS

SECTION 1. GENERAL POWERS: All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the corporation shall be managed under the
direction of, the Board of Directors.

SECTION 2. NUMBER AND QUALIFICATION: The number of directors
constituting the Board of Directors shall be nine (9).

Each director shall hold office until his death, resignation, retirement, removal, disqualification,
or his successor shall have been elected and qualified. The director or the director’s spouse must

at all times be a Member of the Club for such person to qualify as and continue to serve as a
director of the corporation. A person’s term of office as a director of the corporation shall

automatically terminate and end as of the time such person ceases to qualify to serve as a director

of the corporation.

To be eligible to be elected as a director, a person must be a Full Member of the Club, the spouse
of a Full Member of the Club, a Donald Ross Member of the Club, or the spouse of a Donald
Ross Member of the Club; provided, no more than three (3) Donald Ross Members or their

2431387-1 10

spouses shall serve as directors of the Club at any one time, and any nomination, vote of
shareholders, or election to the contrary shall be void. Directors need not be shareholders of the
corporation or residents of the State of North Carolina.

SECTION 3. ELECTION OF DIRECTORS: Except as provided in Section 6 of this
Article VI, the directors shall be elected at the annual meeting of shareholders by straight voting.
Under the straight voting method of election, each shareholder can cast the number of votes to
which his shares are entitled for each directorship to be filled. Each person who receives the
highest number of votes for each directorship to be filled at a meeting at which a quorum is
present shall be deemed to have been elected. If any shareholder so demands, the election of
directors shall be by ballot.

SECTION 4. TERM OF DIRECTORS: Each director shall be elected for a term of
three (3) years and shall hold office until his death, resignation, retirement, removal,
disqualification, or a successor shall have been elected and qualified. The election of directors
shall be staggered so that one-third (1/3) of the directors shall be elected to office at each annual
meeting of shareholders, subject to electing more or fewer directors because of vacancies in
office or otherwise to provide for such staggered election of directors. The term of a director
elected to fill a vacancy on the Board of Directors expires at the next shareholders’ meeting at
which directors are elected. Notwithstanding the expiration of a director's term, such director
shall continue to serve until a successor shall be elected and qualified, or until such director’s
disqualification, or until such director is removed from office.

No person may serve as a director of the corporation for more than nine (9) consecutive years at
any one time, nor after so serving as a director for nine (9) consecutive years shall such person
again serve as a director until such person has been off the Board of Directors for at least three
(3) full years.

SECTION 5. REMOVAL: Any director may be removed at any time with or without
cause by a vote of the shareholders if the number of votes cast to remove such director exceeds
the number of votes cast not to remove him. If a director is elected by a voting group of
shareholders, only the shareholders of that voting group may participate in the vote to remove
him. A director may not be removed by the shareholders at a meeting unless the notice of the
meeting states that the purpose, or one of the purposes, of the meeting is removal of the director.
If any directors are so removed, new directors may be elected at the same meeting.

SECTION 6. VACANCIES: Any vacancy occurring in the Board of Directors,
including without limitation a vacancy resulting from an increase in the number of directors or
from the failure by the shareholders to elect the full authorized number of directors, may be filled
by the shareholders or by the Board of Directors, whichever group shall act first. If the directors
remaining in office do not constitute a quorum, the directors may fill the vacancy by the
affirmative vote of a majority of the remaining directors. If the vacant office was held by a
director elected by a voting group, only the remaining director or directors elected by that voting
group or the holders of shares of that voting group are entitled to fill the vacancy.

SECTION 7. CHAIRMAN OF BOARD: There shall be a Chairman of the Board of
Directors (the “Chairman of the Board” in these Bylaws) elected by the directors from their

2431387-1 11

number at any meeting of the Board. The Chairman of the Board shall preside at all meetings of
the Board of Directors and perform such other duties as may be directed by the Board.

In the absence of the President, or in the event of his death, inability or refusal to act, the
Chairman of the Board, unless otherwise directed by the Board of Directors, shall have the
authority to and shall perform the duties of the President, and when so acting shall have all of the
powers of and be subject to all of the restrictions upon the President.

In the absence of the Chairman of the Board or in the event of his death, inability or refusal to
act, the Vice President, unless otherwise directed by the Board of Directors, shall perform the
duties of the Chairman of the Board, and when so acting shall have all of the powers of and be
subject to all of the restrictions upon the Chairman of the Board.

SECTION 8. COMPENSATION: Members of the Board of Directors shall serve
without compensation for their services as such. However, members of the Board of Directors
may be reimbursed for expenses incurred by them in connection with their services as directors,
provided such reimbursement is authorized by the Board of Directors and the director requesting
reimbursement provides all documentation of such expenses required by the corporation to
enable the corporation to deduct such expenses for Internal Revenue Service purposes.

SECTION 9. PRESIDENT: The Board of Directors shall have the authority to appoint
and employ a person who is not a member of the Club and not a shareholder of the corporation
as the President and chief executive officer of the corporation to manage, supervise, and control
the day-to-day business and affairs of the corporation as further set forth in Article VIII, Section
8, and Article IX, subject to the policies and direction of the Board of Directors. Unless
otherwise directed by the Board of Directors, the President of the corporation shall attend all
Board of Director meetings and shall serve on Committees of the Board and ad hoc and standing
committees in an ex officio, non-voting capacity.

ARTICLE VII

MEETINGS OF DIRECTORS

SECTION 1. REGULAR MEETINGS: A regular meeting of the Board of Directors
shall be held immediately before or after, and at the same place as, the annual meeting of
shareholders. In addition, the Board of Directors shall hold regular monthly meetings at the
corporation’s principal office at 5:30 p.m., local time, on the fourth (4th) Tuesday of each month,
or at such substitute place and time within Guilford County or Davidson County, North Carolina
before or after the regular scheduled place and time as the President shall designate.

SECTION 2. SPECIAL MEETINGS: Special meetings of the Board of Directors may
be called by or at the request of the Chairman of the Board, by the Vice President or by any one
(1) director. Such a meeting shall be held at the corporation’s principal office or at such other
place within Guilford County or Davidson County, North Carolina, as fixed by the person or
persons calling a meeting.

2431387-1 12

SECTION 3. NOTICE OF MEETINGS: Regular meetings of the Board of Directors
may be held without notice. The person or persons calling a special meeting of the Board of
Directors shall, at least two (2) days before the meeting, give or cause to be given notice thereof
by any usual means of communication. Such notice need not specify the purpose for which the
meeting is called. Any duly convened regular or special meeting may be adjourned by the
directors to a later time without further notice.

SECTION 4. WAIVER OF NOTICE: Any director may waive notice of any meeting
before or after the meeting. The waiver must be in writing, signed by the director entitled to the
notice, and delivered to the corporation for inclusion in the minutes or filing with the corporate
records. A director's attendance at or participation in a meeting waives any required notice of
such meeting unless the director at the beginning of the meeting, or promptly upon arrival,
objects to holding the meeting or to transacting business at the meeting and does not thereafter
vote for or assent to action taken at the meeting.

SECTION 5. QUORUM: A majority of the number of directors fixed by or pursuant to
these Bylaws shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors, or if no number is so fixed, the number of directors in office immediately
before the meeting begins shall constitute a quorum.

SECTION 6. MANNER OF ACTING: Except as otherwise provided in Section 3 of
Article V and in Sections 8 and 9 of this Article VII, the affirmative vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of the Board of
Directors.

SECTION 7. PRESUMPTION OF ASSENT: A director who is present at a meeting of
the Board of Directors or a committee of the Board of Directors when corporate action is taken is
deemed to have assented to the action taken unless (a) he objects at the beginning of the meeting,
or promptly upon his arrival, to holding it or to transacting business at the meeting, or (b) his
dissent or abstention from the action taken is entered in the minutes of the meeting, or (c) he files
written notice of his dissent or abstention with the presiding officer of the meeting before its
adjournment or with the corporation immediately after the adjournment of the meeting. Such
right of dissent or abstention is not available to a director who votes in favor of the action taken.

SECTION 8. ACTION WITHOUT MEETING: Action required or permitted to be
taken at a meeting of the Board of Directors may be taken without a meeting if the action is
taken by all members of the Board. The action must be evidenced by one or more written
consents signed by each director before or after such action, describing the action taken, and
included in the minutes or filed with the corporate records. The written consent of any Director
may be in electronic form and delivered by electronic means, including, without limitation,
facsimiles and emails that can be printed.

SECTION 9. COMMITTEES: The Board of Directors may create an Executive
Committee, a Nominating Committee, and other Committees of the Board and appoint members
of the Board of Directors to serve on them. The creation of a Committee of the Board and
appointment of directors to it must be approved by the greater of (a) a majority of the number of
directors in office when the action is taken, or (b) the number of directors required to take action

2431387-1 13

pursuant to Section 6 of this Article VII. Each Committee of the Board may have one (1) or
more members and, to the extent authorized by law and specified by the Board of Directors, shall
have and may exercise all of the authority of the Board of Directors in the management of the
corporation. Each committee member serves at the pleasure of the Board of Directors. The
provisions in these Bylaws governing meetings, action without meetings, notice and waiver of
notice, and quorum and voting requirements of the Board of Directors apply to Committees of
the Board established under this Section.

The Board of Directors hereby creates an Executive Committee that shall consist of the
Chairman of the Board, the Vice President, the Secretary, and the Treasurer of the corporation,
and may include one or more other persons, each of whom must be a director of the corporation.
The Executive Committee shall have and may exercise all of the authority of the Board of
Directors and may manage the business and affairs of the corporation to the extent not otherwise
restricted by law. Unless otherwise directed by the Executive Committee, the President shall
attend all meetings of the Executive Committee in an ex officio, non-voting capacity. The
Chairman of the Board shall be the chairperson of the Executive Committee. Among other
duties, the Executive Committee shall have the responsibility to report to the Board of Directors
on the work of the current President. The Executive Committee may authorize and establish
compensation, bonuses, and allowances for the President based upon the success of the
corporation in accomplishing its purposes and reaching its goals for the benefit of the
shareholders and Members.

The Board of Directors hereby creates a Nominating Committee that shall consist of each
member of the Board of Directors whose term expires at the next annual meeting of shareholders
and the current Chairman of the Board and Vice President of the corporation. The duties and
responsibilities of the Nominating Committee are set forth in Section 10 of this Article VII. The
Vice President shall serve as the chairperson of the Nominating Committee.

The Board of Directors may also create a Strategic Planning Committee, a President Search
Committee, and such other ad hoc or standing committees which may consist of non-directors,
either exclusively or together with directors, provided that such committees shall not have the
power or authority to take Board action. Notwithstanding the foregoing, the chairman of each
standing committee shall be a director of the corporation and the other members of each standing
committee may be, but need not be, directors of the Club. Such standing committees are
advisory to the Board of Directors, may only take such action as is authorized by the Board of
Directors, and shall report to and advise the Board of Directors concerning the status of matters
subject of such committee.

The Board of Directors hereby creates the following standing, non-Board committees that shall
have the indicated duties and responsibilities:

(a) Food and Beverage Committee: The Food and Beverage Committee shall consist
of at least four (4) members and shall obtain and provide Member input to the President and the
Board of Directors concerning all aspects of the corporation’s food and beverage services. This
committee shall also advise and consult with the President concerning the social activities of the
corporation, including programs for entertainment, dances, and other social and Member events.
The Food and Beverage Committee shall also make and implement rules and regulations for the

2431387-1 14

use of the corporation’s food and beverage services and programs for entertainment, dances, and
other events subject to approval of the President, to the extent not otherwise directed by the
Board of Directors.

(b) House Committee: The House Committee shall consist of at least four (4)
Members and shall advise and consult with the President and the Board of Directors concerning
the corporation’s Clubhouses and surrounding grounds. The House Committee shall recommend
to the President the furnishing of supplies, approval of expenditures, and receive complaints and
grievances concerning the corporation’s clubhouses and surrounding grounds and report them to
the President for handling or referral to the Board of Directors. The House Committee shall also
make and implement rules and regulations for the use of the corporation’s clubhouses and
surrounding grounds subject to approval of the President, to the extent not otherwise directed by
the Board of Directors.

(c) Membership Committee: The Membership Committee shall consist of at least
four (4) Members, at least two (2) of whom shall be Full Members (or their spouses) of the Club.
The Membership Committee shall be responsible for developing and recommending to the Board
of Directors methods, policies, programs, and procedures for increasing the number of Club
Members, enhancing the value of Club Memberships for current Members, and inviting
appropriate persons for membership in the Club (the “Membership Goals”), subject to the
approval of the Board of Directors; provided, the Membership Committee shall receive input and
recommendations from the President concerning achieving the Membership Goals. The
Membership Committee shall also make and implement rules and regulations related to Club
Memberships subject to approval of the Chairman of the Board, to the extent not otherwise
directed by the Board of Directors.

(d) Golf Committee: The Golf Committee shall consist of at least four (4) Members.
The Golf Committee shall obtain and provide Member input to the President and the Board of
Directors concerning golf play, the scheduling and playing format of golf tournaments, and the
setting of fees pertaining to golf. The Golf Committee shall also make and implement rules and
regulations for the use of the corporation’s golf courses and surrounding grounds subject to
approval of the President, to the extent not otherwise directed by the Board of Directors.

(e) Greens Committee: The Green Committee shall consist of at least four (4)
Members who shall obtain and provide Member input to the President and the Board of Directors
concerning the general supervision and maintenance of the golf courses. The purpose of this
Committee is to ensure the quality and playing integrity of the Club’s golf courses, including the
removal, addition, rebuilding, and renovating of trees, tees, bunkers, greens, fairways, lakes,
practice areas, creek banks, cart paths, and other structures and surfaces located on or about the golf
courses. The Greens Committee shall also make and implement rules and regulations for the
maintenance of the corporation’s golf courses and surrounding grounds subject to approval of the
President, to the extent not otherwise directed by the Board of Directors.

(f) Swimming Pool & Fitness Committee: The Swimming Pool & Fitness Committee
shall consist of at least four (4) Members who shall obtain and provide Member input to the
President and the Board of Directors concerning (i) the supervision, use, and operation of the
corporation’s swimming pool and the surrounding area, and (ii) the supervision, use, and operation

2431387-1 15

of the corporation’s fitness center. The Swimming Pool & Fitness Committee shall also make and
implement rules and regulations for the use and operation of the corporation’s swimming pool
and surrounding area, and rules and regulations for the use and operation of the corporation’s
fitness center subject to the approval of the President, to the extent not otherwise directed by the
Board of Directors.

(g) Tennis Committee: The Tennis Committee shall consist of at least four (4)
Members who shall obtain and provide Member input to the President and the Board of Directors
concerning the tennis program, including the scheduling of various activities, tournaments, and the
setting of fees pertaining to tennis. The Tennis Committee shall also make and implement rules
and regulations for the use and operation of the corporation’s tennis facilities and surrounding
area subject to approval of the President, to the extent not otherwise directed by the Board of
Directors.

(h) Finance Committee: The Finance Committee shall consist of the members of the
Executive Committee and at least two (2) other Members who shall be responsible for providing
oversight, advice, and recommendations to the Board of Directors related to the financial affairs of
the corporation, its systems of internal control, preparing operating and capital budgets, studying
long range financial needs of the corporation, and undertaking special project related to the financial
health of the corporation assigned to it by the Chairman of the Board or the Board of Directors.
The Treasurer shall be the chairperson of the Finance Committee. The Finance Committee shall
report to the Chairman of the Board and to the Board of Directors.

(i) Strategic Planning Committee: The Board of Directors hereby creates a Strategic
Planning Committee that shall consist of the Chairman of the Board, the chairperson of the
Finance Committee, and at least four (4) other Members who may or may not be directors. The
Strategic Planning Committee shall advise and consult with the President, the Chairman of the
Board, and the Board of Directors concerning the long range three-to-ten year Club Plan which
will address all major facets of the Club’s character, facilities, and services, including, without
limitation, membership, governance, finances, and physical plant, in keeping with the Club’s
mission and vision statements. The Chairman of the Board shall serve as the chairperson of the
Strategic Planning Committee.

(j) President Search Committee: The President Search Committee shall consist of
the Chairman of the Board, and such other members of the Board of Directors, and such other
Members of the Club, as the Board of Directors shall determine from time to time. The
President Search Committee shall act upon specific direction from the Board of Directors. Upon
request from the Board of Directors, the President Search Committee shall recommend to the
Board of Directors a person with appropriate experience, skills, and abilities to serve as President
of the corporation.

The Chairman of the Board, unless these Bylaws otherwise provide, or unless the Board of
Directors shall otherwise act, shall appoint the chairperson of each of the standing, non-Board
committees. Each chairperson of each standing, non-Board committee shall appoint the
necessary Members of the Club to that committee as required by these Bylaws unless otherwise
directed by the Board of Directors.

2431387-1 16

SECTION 10. NOMINATING COMMITTEE: The Nominating Committee shall
consist of the members of the Board of Directors whose terms expire at the next annual meeting
of shareholders, and the current Chairman of the Board and Vice President of the corporation.
The chairperson of the Nominating Committee shall be the current Vice President of the
corporation. The Nominating Committee shall submit to the Board of Directors on or before
December 31 of the current year its slate of proposed persons for election as directors at the next
annual meeting of shareholders, for election by the Board of Directors of the Chairman of the
Board for the year following the next annual meeting of shareholders, and for appointment as
officers (excluding the President) to serve for the year following the next annual meeting of
shareholders (the “Proposed Officers and Directors”). The Proposed Officers and Directors
submitted by the Nominating Committee to the Board of Directors are subject to approval by the
Board of Directors. The slate of persons approved by the Board of Directors, in its discretion, as
director nominees to be nominated for election to the Board of Directors at the next annual
meeting of shareholders, together with a brief biographical summary of each nominee’s
qualification for Board of Director service (the “Approved Director Nominee Report”), shall be
given to the voting shareholders of the corporation no later than forty-five (45) days prior to the
next annual meeting of shareholders in a manner permitted by Section 5 of Article IV.

After the Approved Director Nominee Report is given to the voting shareholders, further director
nominations may be made by written petition of voting shareholders on a form approved by the
Board of Directors and delivered to any officer of the corporation containing the signatures of
twenty-five (25) or more voting shareholders and requesting that a particular eligible Member or
Members therein named (not more than the number of directors to be elected at the next annual
shareholders meeting) be nominated for election to the Board of Directors in addition to the
Board-approved nominations. Such petition or petitions must be received by an officer of the
corporation at least thirty (30) days before the next annual meeting of shareholders and must
contain the written consent of each nominee named and a biographical summary of the
nominee’s qualifications for Board of Director service. Notice of such additional nominations
shall then be given to the voting shareholders of the corporation at least fourteen (14) days prior
to the next annual meeting of shareholders.

The above stated procedure is the only means by which a nomination for the Board of Directors
may be made.

The President shall serve on the Nominating Committee in an ex officio, non-voting capacity.

SECTION 11. TELEPHONE MEETINGS: Any or all Directors may attend,
participate in, and vote in any meeting of the Directors by telephone or any other means of
communication by which all Directors participating in the meeting can simultaneously hear each
other during the meeting. However, no Director may be required to attend any meeting of the
Directors by telephone or such other means of communication.

2431387-1 17

ARTICLE VIII

OFFICERS

SECTION 1. OFFICERS OF THE CORPORATION: The officers of the corporation
shall consist of a President, a Vice President, a Secretary, a Treasurer, and such Assistant
Secretaries, Assistant Treasurers, and other officers as may from time to time be appointed by or
under the authority of the Board of Directors.

Officers, other than the President, must be members of the Board of Directors. Any officer
(other than the President) who ceases to be a member of the Board of Directors is automatically
disqualified to serve as an officer of the corporation and his term of office shall cease and
terminate at the time such person ceases to be a member of the Board of Directors, and such
person shall thereafter have no authority to act as an officer of the corporation. A person serving
as an officer of the corporation for a given year may serve as such in succeeding years in the
discretion of the Board of Directors.

SECTION 2. NOMINATION OF OFFICERS: The Nominating Committee shall
provide to the Board of Directors a proposed slate of officers for the positions of Vice President,
Secretary, and Treasurer on or before December 31 of the current year that the Nominating
Committee proposes to serve as officers of the corporation for the following year, effective at the
close of the next annual meeting of shareholders. The slate of officers proposed by the
Nominating Committee to the Board of Directors is advisory only and the Board of Directors
retains the right in its discretion to appoint officers.

SECTION 3. APPOINTMENT AND TERM: The officers of the corporation shall be
appointed by the Board of Directors. Each officer so appointed shall hold office beginning at the
end of the next annual meeting of shareholders and until his death, resignation, retirement,
removal, disqualification, or his successor shall have been appointed; provided, the Board of
Directors may authorize the corporation to enter into an employment agreement with the
President of the corporation that has a term longer than one (1) year. However, such agreement
shall not restrict the authority of the Board of Directors to remove the President from office at
any time for any reason, subject to the President’s rights under such written employment
agreement to which he may be a party.

SECTION 4. COMPENSATION OF OFFICERS: Officers of the corporation, other
than the President, shall not receive any monetary compensation for their services as officers.
The appointment of an officer does not itself create contract rights. The Board of Directors,
and/or the Executive Committee, may authorize such compensation for the President of the
corporation as it determines to be in the best interest of the corporation.

SECTION 5. REMOVAL: Any officer may be removed by the Board at any time with
or without cause.

SECTION 6. RESIGNATION: An officer (other than the President) may resign at any
time by communicating his resignation to the corporation, orally or in writing. A resignation is
effective when communicated unless it specifies in writing a later effective date. If a resignation

2431387-1 18

is made effective at a later date that is accepted by the corporation, the Board of Directors may
fill the pending vacancy before the effective date if the Board provides that the successor does
not take office until the effective date. The President may resign in accordance with such written
employment agreement to which he may be a party.

SECTION 7. BONDS: The Board of Directors may by resolution require any officer, agent or
employee of the corporation to give bond to the corporation, with sufficient sureties, conditioned
on the faithful performance of the duties of his respective office or position, and to comply with
such other conditions as may from time to time be required by the Board of Directors.

SECTION 8. PRESIDENT: The President shall be the Chief Executive Officer of the
corporation and, subject to the control of the Chairman of the Board and the Board of Directors,
shall manage, supervise, and control all of the day-to-day business and affairs of the corporation
as further described in Article IX, subject to the policies and directions of the Board of Directors.
He shall sign, with the Secretary, an Assistant Secretary, or any other proper officer of the
corporation thereunto authorized by the Board of Directors, certificates for shares of the
corporation, membership certificates, any deeds, mortgages, bonds, contracts, or other
instruments which the Board of Directors has authorized to be executed, except in cases where
the signing and execution thereof shall be expressly delegated by the Board of Directors or by
these Bylaws to some other officer or agent of the corporation, or shall be required by law to be
otherwise signed or executed; and, in general, he shall perform all duties incident to the office of
President and such other duties as may be prescribed by the Board of Directors from time to
time.

SECTION 9. VICE PRESIDENT: In the absence of the Chairman of the Board, or in
the event of his death, inability or refusal to act, the Vice President, unless otherwise determined
by the Board of Directors, shall perform the duties of the Chairman of the Board, and when so
acting shall have all the powers of and be subject to all the restrictions upon the Chairman of the
Board. The Vice President may sign with the Secretary or an Assistant Secretary certificates for
shares of the corporation and membership certificates; and shall perform such other duties as
from time to time may be prescribed by the President or Board of Directors.

SECTION 10. SECRETARY: The Secretary shall

(a) Keep the minutes of the meetings of shareholders, of the Board of Directors, and
of all committees in one or more books provided for that purpose;

(b) See that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law;

(c) Maintain and authenticate the corporate records of the corporation and be
custodian of the seal of the corporation and see that the seal of the corporation is affixed to all
documents, the execution of which on behalf of the corporation under its seal is duly authorized;

(d) Sign with the President or Vice President certificates for shares of the corporation,
the issuance of which shall have been authorized by resolution of the Board of Directors, and
membership certificates;

2431387-1 19

(e) Maintain and have general charge of the stock transfer books of the corporation;

(f) Prepare or cause to be prepared shareholder lists prior to each meeting of
shareholders as required by law;

(g) Attest the signature or certify the incumbency or signature of any officer of the
corporation;

(h) In general, perform all duties incident to the office of Secretary and such other
duties as from time to time may be prescribed by the President or by the Board of Directors; and

(i) May delegate the day-to-day responsibility for performing the foregoing duties to
any Assistant Secretary appointed by the Board or the General Manager of the corporation.

SECTION 11. ASSISTANT SECRETARIES: In the absence of the Secretary or in the
event of his death, inability or refusal to act, the Assistant Secretaries in the order of their length
of service as Assistant Secretary, unless otherwise determined by the Board of Directors, shall
perform the duties of the Secretary, and when so acting shall have all the powers of and be
subject to all the restrictions upon the Secretary. They shall perform such other duties as may be
prescribed by the Secretary, by the President or by the Board of Directors. Any Assistant
Secretary may sign, with the President or Vice President, certificates for shares of the
corporation and membership certificates.

SECTION 12. TREASURER: The Treasurer shall

(a) Have charge and custody of and be responsible for all funds and securities of the
corporation; receive and give receipts for monies due and payable to the corporation from any
source whatsoever, and deposit all such monies in the name of the corporation in such
depositories as shall be selected in accordance with the provisions of Section 5 of Article X of
these Bylaws;

(b) Maintain appropriate accounting records as required by law;

(c) Prepare or cause to be prepared annual financial statements of the corporation that
include a balance sheet as of the end of the fiscal year and an income and cash flow statement for
that year, which statements, or a written notice of their availability, shall be mailed to each
shareholder within one hundred twenty (120) days after the end of such fiscal year;

(d) In general, perform all of the duties incident to the office of Treasurer and such
other duties as from time to time may be prescribed by the President or by the Board of
Directors; and

(e) Have the right to delegate the day-to-day performance of the above duties to the
General Manager or the Controller of the corporation. Notwithstanding such delegation, the
Treasurer shall review with the General Manager and report to the Board of Directors monthly
the following:

2431387-1 20

• The receipts, deposits, and disbursements of all monies of the Club; and
• An analysis of the budgets and disbursements of all business units and committees

of the Club for the purpose of assisting such business units and committees to
operate within their respective budgets approved by the Board.

The Treasurer shall also present a written report of the financial operations of the Club for the
preceding year at the annual meeting of shareholders, the preparation of which report may be
delegated to the certified public accountants employed by the Club to annually compile, review,
or audit, in the Board of Director’s discretion, the financial records and conditions of the Club.

SECTION 13. ASSISTANT TREASURERS: In the absence of the Treasurer or in the
event of his death, inability or refusal to act, the Assistant Treasurers, in the order of their length
of service as Assistant Treasurer, unless otherwise determined by the Board of Directors, shall
perform the duties of the Treasurer, and when so acting shall have all the powers of and be
subject to all the restrictions upon the Treasurer. They shall perform such other duties as may be
prescribed by the Treasurer, by the President or by the Board of Directors.

ARTICLE IX

PRESIDENT

SECTION 1. GENERAL AUTHORITY: The day-to-day operations of the Club shall
be managed and supervised by and under the direction and control of an employed President
(called “President” in this Article IX), subject to the control of the Chairman of the Board and
the Board of Directors. The President shall be employed, or otherwise retained, by the
corporation upon approval of two-thirds (2/3) of the members of the Board of Directors. The
President shall report to the Chairman of the Board and the Board of Directors. The President
shall receive such compensation and allowances as the Executive Committee or the Board of
Directors may authorize from time to time in its discretion.

SECTION 2. DUTIES: The President shall manage, supervise, and control the day-to-
day business and affairs, direct the work of the Club, and hire, supervise, evaluate, and discharge
all other Club employees, subject to and in accordance with the direction of the Chairman of the
Board or the Board of Directors. The President shall exercise supervisory authority over all
business units of the Club. The President shall prepare budgets of expenses for approval of the
business units and committees of the Club and shall be authorized to incur expenses in
accordance with approved budgets or as directed by the Board of Directors. Unless otherwise
directed by the Board of Directors, the President shall attend all meetings of the Board of
Directors, shall be an ex-officio member of all Committees of the Board and all non-Board
committees, and as requested by the Board of Directors shall make reports of the work and
affairs of the Club to the Chairman of the Board, the Board of Directors, the shareholders, and
the Members.

SECTION 3. BONDS: The Treasurer, the President, and other employees designated
by the Club shall be bonded to the extent and in the manner deemed advisable or appropriate in
the discretion of the Board of Directors.

2431387-1 21

SECTION 4. ANNUAL BUDGET: The President shall prepare annually a budget of
estimated income and expenses by business unit and committees of the Club and shall attend
generally to such financial matters as may be delegated to the President by the Treasurer or the
Board of Directors.

SECTION 5. MANAGEMENT COMPANY: In lieu of employing a President , the
Board of Directors, in its discretion, may hire a management company or a General Manager to
perform the duties and responsibilities of the President for the Club on terms and conditions
satisfactory to the Board of Directors.

ARTICLE X

CONTRACTS, LOANS, CHECKS, AND DEPOSITS

SECTION 1. CONTRACTS: The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the corporation, and such authority may be general or confined to
specific instances.

The President, the Vice President, and the General Manager (if any) are specifically authorized
to enter into contracts on behalf of the corporation and to incur expenses on behalf of the
corporation consistent with the annual budget for the corporation on a business unit and
committee line item basis as approved by the Board of Directors, but in no event without the
express authority of the Board of Directors in excess of the approved annual budget on a
business unit and committee line item basis.

SECTION 2. LOANS: No loans shall be contracted on behalf of the corporation and no
evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors.
Such authority may be general or confined to specific instances.

Notwithstanding the foregoing, the President (and a General Manager, if any) is authorized to
enter into open accounts on behalf of the corporation consistent with the corporation’s annual
budget approved by the Board of Directors on a business unit and committee basis for routine
goods and services in the ordinary course of business for the normal operation of the corporation.

SECTION 3. CHECKS AND DRAFTS: All checks, drafts or other orders for the
payment of money issued in the name of the corporation shall be signed by such officer or
officers, agent or agents, of the corporation and in such manner as shall from time to time be
determined by the Board of Directors.

SECTION 4. DEPOSITS: All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such depositories as may be
selected by or under the authority of the Board of Directors.

2431387-1 22

ARTICLE XI

SHARES AND THEIR TRANSFER

SECTION 1. CERTIFICATES FOR SHARES: The Board of Directors may authorize
the issuance of some or all of the shares of the corporation's classes or series and such shares
shall be represented by certificates. The certificates shall be in such form as required by law and
as determined by the Board of Directors. Certificates shall be signed, either manually or in
facsimile, by the President or a Vice President and by the Secretary or Treasurer or an Assistant
Secretary or an Assistant Treasurer. All certificates for shares shall be consecutively numbered
or otherwise identified and entered into the stock transfer books of the corporation. The
corporation shall issue and deliver to each shareholder to whom such shares have been issued or
transferred certificates representing the shares owned by him.

SECTION 2. STOCK TRANSFER BOOKS: The corporation shall keep a book or set
of books, to be known as the stock transfer books of the corporation, containing the name of each
shareholder of record together with such shareholder's last address known to the corporation and
the number and class or series of shares held by him. Transfers of shares of the corporation shall
be made only on the stock transfer books of the corporation by the holder of record thereof or by
his legal representative, who shall furnish proper evidence of authority to transfer, or by his
attorney authorized to effect such transfer by power of attorney duly executed and filed with the
Secretary, and on surrender for cancellation of the certificate for such shares.

SECTION 3. LOST CERTIFICATE. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the corporation claimed to
have been lost or destroyed, upon receipt of an affidavit of such fact from the person claiming
the certificate of stock to have been lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors shall require the owner of such lost or destroyed certificate, or
his legal representative, give the corporation a bond in such sum and with such surety or other
security as the Board may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate claimed to have been lost or destroyed, except where
the Board of Directors by resolution finds that in the judgment of the directors the circumstances
justify omission of a bond.

SECTION 4. FIXING RECORD DATE: The Board of Directors may fix a future date
as the record date for one or more voting groups in order to determine the shareholders entitled
to notice of a shareholders meeting, to demand a special meeting, to vote, or to take any other
action. Such record date may not be more than seventy (70) days before the meeting or action
requiring a determination of shareholders. A determination of shareholders entitled to notice of
or to vote at a shareholders meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date for the adjourned meeting, which it must do if the
meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for
the original meeting.

If no record date is fixed by the Board of Directors for the determination of shareholders entitled
to notice of or to vote at a meeting of shareholders, the close of business on the day before the

2431387-1 23

first notice of the meeting is delivered to shareholders shall be the record date for such
determination of shareholders.

SECTION 5. HOLDER OF RECORD: Except as otherwise required by law, the
corporation may treat the person in whose name the shares stand of record on its books as the
absolute owner of the shares and the person exclusively entitled to receive notification and
distributions, to vote, and to otherwise exercise the rights, powers and privileges of ownership of
such shares.

SECTION 6. TRANSFER RESTRICTIONS: Except as otherwise specifically
permitted by this Section 6 and Section 7 of this Article XI, no shareholder of the corporation
shall sell, assign, pledge, encumber, or otherwise transfer any portion or all of his shares of stock
in the corporation without the prior written approval of the Board of Directors of the corporation,
given or withheld in its sole discretion. The purpose of this restriction is to insure that shares of
stock of the corporation do not come into the hands of persons who may not have the best
interests of the corporation in mind, to insure that shares of stock of the corporation are owned
only by persons who desire to own such shares solely for the purposes set forth in Section 3 of
Article I of these Bylaws, and to otherwise prevent the shares of stock of the corporation from
being owned by a person who neither is nor has ever been a Member of the corporation.

SECTION 7. AUTHORIZED TRANSFERS: A shareholder may transfer all of his
shares of stock in the corporation to any Member who (a) is then a Member in good standing of
the corporation, and (b) is not then a shareholder of the corporation, and (c) signs in connection
with such transfer a Stock Transfer Restriction Agreement agreeing to transfer his shares of stock
in the corporation to the corporation for cancellation without any payment or other consideration
when the shareholder ceases to be a Member of the corporation, and (d) pays to the corporation
such administrative service fee or other transfer fee as may be established from time to time in
the sole discretion of the corporation. For avoidance of doubt, no shareholder of the corporation
may transfer any of his shares of stock in the corporation to any person who is not then a
Member in good standing of the corporation or who is already a shareholder of the corporation.
The shares of stock of a shareholder who has signed a Stock Transfer Restriction Agreement
with the corporation and such shareholder shall be obligated to the corporation in accordance
with the terms of such Stock Transfer Restriction Agreement.

Notwithstanding anything in these Bylaws to the contrary:

(a) In the event of the death of a shareholder, the share(s) of stock owned by the
deceased shareholder may be transferred to the surviving spouse of the deceased shareholder,
provided the surviving spouse of the deceased shareholder becomes a Member of the corporation
effective as of the date of death of the deceased shareholder in accordance with Club
Membership rules and regulations and signs a Stock Transfer Restriction Agreement agreeing to
transfer his shares of stock in the corporation to the corporation without any payment or other
consideration when the surviving spouse shareholder ceases to be a Member of the corporation.

(b) In the event of the divorce or legal separation pursuant to a written separation
agreement of a shareholder from his(her) spouse, the share(s) of stock of such shareholder may
be transferred to the former or legally separated spouse of such shareholder, provided the former

2431387-1 24

or legally separated spouse becomes a Member of the Club effective as of the date of divorce or
legal separation in accordance with the Club membership rules and regulations and signs a Stock
Transfer Restriction Agreement agreeing to transfer his shares of stock in the corporation to the
corporation without any payment or other consideration when the legally separated spouse
shareholder ceases to be a Member of the corporation.

SECTION 8. FORFEITURE OF STOCK: Any Member of the corporation who
acquires share(s) of stock in the corporation after the date of adoption of these Bylaws by
accepting such share(s) agrees to assign and transfer such share(s) of stock in the corporation to
the corporation without consideration upon the termination of such shareholder’s Membership
with the corporation.

SECTION 9. MEMBERSHIP CATEGORY CHANGE: If a shareholder of the
corporation who is a Member desires and qualifies to move to a new Membership category with
the corporation, the shareholder must execute and deliver to the corporation a Stock Transfer
Restriction Agreement acceptable to the corporation pursuant to which if the shareholder ceases
to be a Member of the corporation for any reason, unless otherwise specifically authorized by
these Bylaws, (a) the shareholder shall immediately assign and transfer all of his shares of stock
in the corporation to the corporation for cancellation without any payment or consideration, and
(b) the shares of stock of the corporation owned by such shareholder shall be deemed transferred
to the corporation and canceled at the time the shareholder ceases to be a Member of the
corporation, and (c) such shareholder shall no longer have any rights either as a shareholder or a
Member of the corporation.

SECTION 10. LEGEND: The existence of these stock transfer restrictions shall be
noted conspicuously on the front or back of the stock certificates of the corporation.

ARTICLE XII

INDEMNIFICATION

SECTION 1. To the fullest extent permitted by law, any person who at any time serves
or has served as a director or unpaid officer of the corporation, or who, while serving as a
director or unpaid officer of the corporation, serves or has served, at the request of the
corporation, as a director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or as a trustee or administrator under an
employee benefit plan, shall have a right to be indemnified by the corporation to the fullest
extent permitted by law against (a) reasonable expenses, including attorney fees, incurred by him
in connection with any threatened, pending or completed civil, criminal, administrative,
investigative or arbitrative action, suit or proceeding (and any appeal therein), whether or not
brought by or on behalf of the corporation, seeking to hold him liable by reason of the fact that
he is or was acting in such capacity, and (b) reasonable payments made by him in satisfaction of
any judgment, money decree, fine (including an excise tax assessed with respect to an employee
benefit plan), penalty or settlement for which he may have become liable in any such action, suit
or proceeding, and (c) reasonable expenses, including attorney fees, incurred by him in
connection with the successful enforcement of rights to indemnification granted herein.

2431387-1 25

SECTION 2. The Board of Directors of the corporation shall take all such action as may
be necessary and appropriate to authorize the corporation to pay the indemnification required by
this bylaw, including, without limitation, making a determination that indemnification is
permissible in the circumstances and a good faith evaluation of the manner in which the claimant
for indemnity acted and of the reasonable amount of indemnity due him. The Board of Directors
shall make such determinations by (a) the affirmative vote of a majority of the members of the
Board of Directors who have no connection or interest in the matters in questions, or (b) by
special, independent counsel retained by the Board of Directors to make such determination and
evaluation, or (c) by a court of competent jurisdiction.

SECTION 3. Any person who at any time after the adoption of this bylaw serves or has
served in any of the aforesaid capacities for or on behalf of the corporation shall be deemed to be
doing or to have done so in reliance upon, and as consideration for, the right of indemnification
provided herein. Such right shall inure to the benefit of the legal representatives of any such
person and shall not be exclusive of any other rights to which such person may be entitled apart
from the provision of this bylaw.

SECTION 4. The corporation may advance such reasonable expenses, including
attorney fees, to such person for defense of any such threatened or pending criminal,
administrator, investigative, or arbitrative action, suit, or proceeding seeking to hold him liable
by reason of the fact that he is or was acting in such capacity, upon the unanimous approval of all
members of the Board of Directors having no connection or interest in the matters in dispute;
provided, the corporation receives an undertaking by or on behalf of such person to repay such
amount unless it is ultimately determined that such person is entitled to be indemnified against
such expenses by the corporation.

SECTION 5. The corporation shall not indemnify any such person unless such person
(a) conducted himself in good faith, and (b) reasonably believed (i) in the case of conduct in his
official capacity with or on behalf of the corporation, that his conduct was in its best interests,
and (ii) in all other cases, his conduct was at least not opposed to its best interests, and (c) in the
case of any criminal proceedings, had no reason to believe his conduct was unlawful, and (d)
with respect to an employee benefit plan, such person believed his conduct to be in the best
interest of the participants and the beneficiaries of the plan, and in fact his conduct was at least
not opposed to their best interests.

SECTION 6. In addition, the corporation shall not indemnify a person (a) in connection
with a proceeding by or in the right of the corporation in which the person was adjudged liable to
the corporation, or (b) in connection with any other proceeding charging improper personal
benefit to such person, whether or not involving action in his official capacity, in which such
person was adjudged liable on the basis that personal benefit was improperly received by such
person.

SECTION 7. The corporation shall purchase and maintain insurance on behalf of its
directors and officers against any liability asserted against or incurred by such person in such
capacity arising out of his status as such, whether or not the corporation would have the power to
indemnify against such liability under the provisions of these Bylaws or otherwise. A full or
partial payment made by an insurance company under any insurance policy covering any officer

2431387-1 26

or director shall relieve the corporation of its liability for indemnification provided in these
Bylaws or otherwise to the extent of such payment, and no insurer shall have a right of
subrogation against the corporation with respect to such payment.

ARTICLE XIII

CONFLICT OF INTEREST

SECTION 1. A conflict of interest may exist when any director, officer, or a General
Manager (if any) may have interests which are adverse to the interests of the corporation, or
which compensate the director, officer, or a General Manager (if any) directly or indirectly.

SECTION 2. A conflict of interest (potential or actual) shall be disclosed to the Board
of Directors by the person concerned. When any conflict of interest is relevant to a matter
requiring action by the Board of Directors, the interested person shall call it to the attention of
the Board of Directors and such person shall not vote on the matter; provided, however, any
Director disclosing a possible conflict of interest may be counted in determining the presence of
a quorum at the meeting of the Board of Directors.

SECTION 3. The person having the conflict of interest (potential or actual) shall excuse
himself from the Board of Director meeting considering such matter, and shall not participate in
the final deliberations or decision regarding the matter under consideration. However, if
requested by the Board of Directors, such person shall provide the Board of Directors with any
and all relevant information.

SECTION 4. The minutes of the meeting of the Board of Directors shall reflect that the
conflict of interest (potential or actual) was disclosed and that the interested person was not
present during the final discussion or vote and did not vote. When there is doubt as to whether a
conflict of interest exists, the matter shall be resolved by a vote of the Board of Directors,
excluding the vote of the person having the possible or actual conflict of interest.

SECTION 5. A copy of this conflict of interest bylaw shall be furnished to each
director, officer, and a General Manager (if any) who is serving the corporation. This policy
shall be reviewed periodically for the information and guidance of directors, officers, and a
General Manager (if any). Any new directors, officers, or a General Manager (if any) shall be
advised of the policy upon taking office.

SECTION 6. Staff employees of the corporation may have conflicts of interest with the
corporation. If such is the case, such staff member shall disclose such conflict of interest to the
President or a General Manager (if any), who shall report the conflict of interest to the Board of
Directors for referral to a committee for investigation and resolution or for other resolution by
the Board of Directors.

SECTION 7. No director, officer, or a General Manager (if any) of the corporation will
enter into, approve, authorize, or ratify any contract, transaction, or agreement to which the
corporation may be a party or otherwise interested if such director, officer, or a General Manager
(if any) has a direct or indirect in the matter unless (a) authorized, approved, or ratified by the

2431387-1 27

disinterested directors entitled to vote who have knowledge of the material facts of the matter
and the director’s, officer’s, or a General Manager’s (if any) interest, or (b) the transaction is fair
to the corporation under the particular circumstances as they were known or should have been
known at the time and the burden of proof is on the party seeking to sustain the transaction or
matter. Notwithstanding the foregoing, a transaction or matter with a director, officer, or a
General Manager (if any) that is overreaching or otherwise unfair to the corporation cannot be
authorized, approved, or ratified by the Board of Directors.

XIV

GENERAL PROVISIONS

SECTION 1. SEAL: The corporate seal of the corporation shall consist of two
concentric circles between which is the name of the corporation and in the center of which is
inscribed SEAL; and such seal, as impressed or affixed on the margin hereof, is hereby adopted
as the corporate seal of the corporation.

SECTION 2. FISCAL YEAR: The fiscal year of the corporation shall be fixed by the
Board of Directors.

SECTION 3. AMENDMENTS: Except as otherwise provided in the Articles of
Incorporation or by law, these Bylaws may be amended or repealed and new Bylaws may be
adopted by the affirmative vote of a majority of the directors then holding office at any regular or
special meeting of the Board of Directors.

SECTION 4. NO PROPERTY RIGHTS: No shareholder or Member shall have or
acquire any property rights or other interest in any property of the corporation; provided,
Members shall have the right to use the corporation’s facilities and services and participate in the
corporation’s events and programs in accordance with the rules and regulations of such
Member’s membership.

SECTION 5. ELECTRONIC TRANSACTIONS: The corporation may conduct
transactions by electronic means, including, without limitation, giving notices of shareholder
meetings, receiving consents to action without a meeting from shareholders and directors, and in
general conducting other transactions by electronic means.

SECTION 6. INTERPRETATION: In the event of any ambiguity in the meaning or
interpretation of these Bylaws or any rules, regulations, or policies adopted by the Board of
Directors, including rules and regulations relating to Membership, the Board of Directors shall
have the right to interpret, confirm, and resolve any and all such ambiguities, whose decision
shall be final, conclusive, and binding on all shareholders and Members of the corporation.

_____________________________ __________________________________________
___________________, Secretary ____________________, President

2431387-1 28