Club Rules & Bylaws

Illahe Hills Country Club

As members, Illahe Hills Country Club belongs to each of us and it is the responsibility of each of its individual members to adhere to the following rules for the enjoyment of everyone. It behooves each one of us to extend the same care toward our Club properties and our behavior therein as we would in regard to our own home. Each member is equally entitled to enjoy all the facilities of the Club, subject to the Club’s rules, regulations, and By Laws.

The following rules and regulations, that were adopted by the Board of Directors in July 1962 and which have subsequently been revised, were designed to assure the membership the fullest possible enjoyment of the Club properties and facilities.

The General Manager should be consulted for specific information on any point not herein covered or for a further explanation of any given rule or regulation, as these rules and regulations may be changed or modified from time to time by the Board of Directors. The Board of Directors or Club Management will welcome suggestions and constructive criticisms, in writing.

Violation of the By Laws or the Rules and Regulations may result in suspension or expulsion, as provided for in Article II, Section 17 of the Club’s By Laws.

General Rules

Promotional materials, notices, placards, advertising or printed materials shall not be posted or displayed at the Club without the permission of the Board of Directors.
Requests and complaints shall be made in writing and may be given to the Board of Directors, or the General Manager.
Members shall not reprimand or attempt to discipline any employee of the Club. Abusive language shall not be directed to a club employee for any reason. Complaints of any nature should be directed in writing to the General Manager, and if necessary, the Board of Directors. If immediate action is needed, the complaint should be directed to the Club Supervisor on duty at the time the problem has occurred.
Food and beverage may not be brought on the Club premises. Catering involving outside sources is not permitted without approval from the Board.
With the exception of the General Manager and Club Professionals, employees are prohibited from drinking or socially fraternizing with members or guests at the Club. Members and guests should accordingly fully cooperate in this respect in order that embarrassment to employees or distraction from their duties might be avoided.
Members must park in properly designated areas and refrain from using no parking areas and unloading zones. Handicap parking is available to those who are physically handicapped.
The Club will not be responsible for damage to or loss of property or injury.
Members may either sign tickets or pay cash for all charges. Visa , Discover, and MasterCard may be used in the golf shop and dining areas of the Club. Some restrictions apply, contact the General Manager for details.
Members will be held responsible for damage or removal of Club property by the member or their guests.
A member may be charged for an uncancelled reservation. For special events, reservations not cancelled prior to 48 hours before the start of the event will be billed for the full price of the event.
Members sponsoring guests will be responsible for their conduct, their attire and for any indebtedness incurred by such a guest.
The Club carries a limited amount of cash. The Club will cash checks for members and for their guests (with a member’s endorsement) in amounts up to $50.00, when sufficient funds are available.
Golf clubs shall not be allowed in the locker rooms or main floor area of the Clubhouse.
Delinquencies: All fees, charges and indebtedness of members shall be due and payable on or before the 10th day after billing.
The name of each member whose account is delinquent 30 days or more will be posted on the Club’s bulletin board. When any member has been delinquent for a period of 60 days, his membership shall be subject to forfeiture by action of the Board of Directors.
The Sports Lounge and Dining Rooms will be closed all day Mondays, except for special holidays and pre-arranged activities. The Pro Shop and Golf Course will be closed the second Monday of each month.
The Business office is open daily from 9:00 a.m. to 5:00 p.m. Monday through Friday except for the following holidays: New Year’s Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving, and Christmas.

Illahe Hills Country Club By-Laws

Revised November 3, 2021

ARTICLE I

ORGANIZATION AND OBJECT

SECTION 1. NAME. This club is a corporation organized under the laws of the State of Oregon as Illahe Hills Country Club (hereinafter, the Club). Illahe Hills Country Club shall have a corporate seal, which shall be inscribed thereon, in an outer circle, the words, “Illahe Hills Country Club, Oregon”, and in the inner circle the words, “Corporation Seal 1960”.

SECTION 2. PURPOSE. The purpose for which Illahe Hills Country Club is formed is to be a social and recreational club for its members, and to encourage and promote recreation, social activities, and outdoor sports among the members, and in connection therewith to establish and maintain a clubhouse, golf course, tennis courts, swimming pool and such other club facilities as the members may require.

SECTION 3. DISSOLUTION. Upon dissolution all members holding Regular Family Memberships shall be entitled to share in the distribution of all remaining assets. Each Regular Family Membership shall be entitled to an equal share of the remaining assets. No other membership classifications shall be entitled to share, in any way, in the distribution of assets.

SECTION 4. ADDRESS. The Club’s principal place of business shall be in Salem, Oregon, and its clubhouse, 3376 Country Club Drive South, Salem, Marion County, Oregon, 97302.

ARTICLE II

GOVERNANCE

SECTION 1. BOARD OF DIRECTORS.

SECTION 1.1. The control and executive management of the Club and its affairs shall be entrusted to a Board of Directors (hereinafter referred to as Directors) consisting of ten in number. The Board of Directors shall cause there to be adopted a Strategic Plan. The Strategic Plan shall be reviewed by the Board at least annually and reported to the membership at the Annual General Membership

meeting. Every two years, the Board shall perform a detailed review and revision of Strategic Plan to ensure it reflects the current assets, challenges and priorities of the Club.

SECTION 1.2 BOARD OF DIRECTORS GENERAL AUTHORITY. The Board of Directors shall decide all questions regarding interpretation of the Bylaws and Rules of the Corporation. The decisions of the Board of Directors shall be final and conclusive.

SECTION 1.3. Three Directors shall be elected annually, as hereinafter provided, to fill the vacancies and each year at least two of three Directors elected shall be Regular Family Members. If in any election of Directors, two or more persons who are not Regular Family Members are among the three persons receiving the highest number of votes, then the person among them who received the highest number of votes, and the two Regular Family Members who received the highest number of votes shall be deemed elected as Directors of the Club. The term of such Directors shall commence at the annual meeting and shall continue for a term of three years, or until the three annual meetings of the members next ensuing their election, and until their respective successors are elected and qualify. No Director shall be elected or serve for more than one term or unexpired term consecutively, except as noted below. In case of vacancy by reason of resignation, death, or otherwise, a Director to fill the unexpired term shall be appointed by the remaining Directors. Such appointed Director shall be the same membership class as the resigned or deceased Director. An appointed Director who serves less than one year would be eligible to be elected in the subsequent election cycle.

SECTION 1.4. In addition to the above Directors, the immediate past President of the Club shall serve as a member of the Board of Directors for one additional year, to preserve continuity of experience.

SECTION 1.5. The General Manager of the Club shall serve as ex-officio non-voting member of the Board of Directors. The General Manager shall be responsible for managing the day-to-day operations of the Club. The General Manager shall also serve as ex-officio, non-voting member of the standing committees of the Club.

SECTION 2. ELIGIBILITY. The owner of any type of membership, the spouse thereof and the user of any Business Membership and the spouse thereof are eligible to serve on the Board of

Directors. However, a membership may have only one representative on the Board of Directors at any given time.

SECTION 3. NOMINATION FOR DIRECTORS. An Ad-Hoc Nominating Committee of a minimum of five (5) members and no more than seven (7) members (Current President, current Vice President, Past President and four at-large members) shall be appointed by the Board of Directors at least ninety (90) days prior to the annual meeting. Such Nominating Committee shall be composed of not less than three (3) Regular Family Members. Such Committee shall report for nomination three (3) eligible members for election as Directors and shall deliver its report in writing to the Secretary at least sixty (60) days prior to the annual meeting. Further nominations may be made in writing each signed by ten percent (10%) of the members of which seventy-five percent (75%) must hold Regular Family Memberships and delivered to the Secretary at least forty (40) days prior to the annual meeting. All nominations shall be posted on the official bulletin board of the Club and on the Club’s website by the Secretary immediately on receipt thereof.

SECTION 4. ELECTION OF DIRECTORS. If further nominations are delivered to the Secretary, as provided in Section 3 of this Article, at least thirty (30) days prior to the annual meeting, the Secretary shall initiate a vote of the members by mailing to each member having voting rights a ballot containing the names of all nominees, of which three (3) shall be chosen by each vote or initiating an electronic vote in accordance with the electronic voting policy adopted by the Board. Only those ballots which are completed or returned to the Secretary prior to 12:00 noon on the day before the annual meeting shall be valid. On that day manually cast ballots shall be counted by not less than three (3) tellers appointed by the President for that purpose. None of the tellers shall be a member of the Board of Directors. Results of electronic votes shall be tallied and verified in accordance with the Electronic Voting Policy adopted by the Board. The three (3) nominees who receive the largest number of votes shall be declared elected. If no further nominees are delivered to the Secretary such nominees named by the Committee shall be deemed elected to the Board of Directors by unanimous vote of the membership.

SECTION 5. MEETINGS OF THE DIRECTORS. The Board of Directors shall meet at the Clubhouse or at such place as may be designated. Six (6) members of the ten (10) member board shall constitute a quorum thereof at any meeting; and a majority of those present voting for or against any proposition shall prevail, except where otherwise specified by these Bylaws. Meetings shall be conducted according to the Roberts Rules of Order. The Board may adopt a policy by which electronic meetings and votes may be taken. The minutes of such meetings and votes shall be published and available to the membership for review at a designated location in the clubhouse.

SECTION 6. REMOVAL FROM OFFICE. Any Director may be removed from office at any meeting called for that purpose by a two-thirds (2/3) majority vote of the Board members.

ARTICLE III

MEMBERSHIP

SECTION 1. DEFINITION. A membership in Illahe Hills Country Club is a privilege granted to a member to use the facilities of the Club, subject to all limitations and restrictions contained in the Bylaws and to all rules, regulations, and policies adopted from time to time by the Board of Directors.

SECTION 2. APPLICATION FOR MEMBERSHIP. A person may become a member by.

(a) Written application for membership on a prescribed form; and (b) Payment of the initiation fee and terms then in effect; and

SECTION 2.1. Within five (5) days after a person has submitted an application for membership, the General Manager shall cause the name, sponsor, and membership category of the applicant to be posted on the Club bulletin board. The name of the applicant shall remain on the Club bulletin board for a period of thirty (30) days, during which time any member of the Club may object to the acceptance of the person as a member of the Club. Any objection must be in writing, must state the reasons for such objection, and must be signed and delivered to the Membership Committee Chairperson. The objection shall be considered by the Board of Directors at their next regular meeting, and the Board shall by their majority vote to either sustain or reject the objection.

SECTION 2.2. Any person regardless of race, gender, nationality, political opinion or religious belief is eligible to become a member of the Club.

SECTION 3. CLASSIFICATIONS OF MEMBERSHIP. The Club shall offer various classifications of membership which may be modified from time to time at the discretion of the Board of Directors, the descriptions of which shall be contained in an Illahe Hills Country Club policy manual. Any membership right or privilege that is vested as of the date of this amendment will not be affected.

SECTION 4. REFUND ON TERMINATION OF MEMBERHSHIP.

SECTION 4.1. EQUITY REFUND. An equity membership shall receive a refund upon termination of membership. There are 3 classes of equity memberships. 1) An equity membership which existed prior to July 1, 1966, shall receive a refund of $900.00. 2) A Regular Family membership purchased between July 1, 1966, and May 31, 1974, shall receive a refund of $500.00. 3) A Regular Family membership purchased between June 1, 1974, and September 1, 1979, shall receive a refund of $300.00. Any membership purchased after September 1, 1979, shall receive no equity refund.

SECTION 4.2. ASSESSMENT REFUND. In addition to the refunds allowed under Section 4.1, all members who paid the irrigation assessment that was authorized by the membership in May, 2000, and new members who subsequently paid the irrigation assessment in addition to their initiation fee, shall receive a refund equal to the amount of such assessment. The refund is payable when the member terminates all membership rights and the membership is resold. Repayments shall be made in the order in which membership terminations occur.

SECTION 4.3. Any refund is contingent upon approval by the Board of Directors of the member’s resignation and upon payment to the Club of all debts, charges or encumbrances against the membership. Any amounts owing the Club shall be deducted before a refund is made.

SECTION 5. VOTING. Except for Non-Resident Memberships and Honorary Memberships, each membership, including a Business Membership, shall have a single vote, to be cast by the owner of the membership. If a membership is owned jointly by a husband and wife, they shall notify the Club, in writing, if validation of both is required in order for the vote of the membership to be valid. In the absence of such written notification, validation of one spouse shall constitute a valid vote of the membership. In the annual election of members to the Board discussed in Article II herein, a ballot must be cast for three candidates.

SECTION 6. REPRIMAND, SUSPENSION OR EXPULSION OF MEMBERS

SECTION 6.1. VIOLATIONS Any member who shall willfully violate any provision of these Bylaws, or any other rule or regulation duly adopted by the Board of Directors, or who will do anything calculated to disturb the order, peace, or harmony of the Club or to impair its good name, may be deemed guilty of conduct unbecoming a member and may be reprimanded, suspended or expelled. Such action shall affect all persons deriving Club privileges through such member.

SECTION 6.2. FILING CHARGES.

(a) A Club member in whose presence another member engages in conduct unbecoming a member may file with the Executive Committee of the Board of Directors a charge, in writing, designating the time, place and circumstances of such unbecoming conduct.

(b) The General Manager may file with the Executive Committee a written charge of unbecoming conduct against a member when the General Manager is informed of facts constituting a breach of Section 6.1 of this Article.

(c) The Board of Directors may direct the Executive Committee to determine whether there exists reasonable cause to believe a member has engaged in unbecoming conduct. If the Executive Committee so finds, it shall proceed as provided in Section 6.3 of this Article.

SECTION 6.3. HEARING AND PROCEDURE.

(a) Whenever a complaint is filed charging conduct unbecoming a member and is determined to be sufficient by the Executive Committee, or whenever the Executive Committee determines that a written complaint shall be issued, the Executive Committee shall give written notice to the accused member, stating the substance of the charge in concise terms, and requesting the accused member to appear at the hearing before the Executive Committee to be held not sooner than fifteen (15) days and not later than forty-five (45) days from the date of the notice. The Executive Committee, at its discretion, may place the offending member on temporary suspension from the Club until the matter is finally decided. At such hearing the accused shall have the right to appear, to have counsel, to have the complaint read in his or her presence, to confront witnesses against him or her, to produce witnesses on his or her own behalf, and to testify. In making its evidentiary determination, the Executive Committee shall find the charge of conduct unbecoming a member either proven or not proven and, if proven, it shall recommend to the Board of Directors in accordance with Section 6.4 of this Article such sanction of the member as, in the judgment of the Executive Committee, may be proper.

(b) The hearing need not be conducted in accordance with legal rules of evidence, and any relevant evidence, whether or not admissible in a court of law, shall be admissible at an Executive Committee disciplinary hearing.

(c) A verbatim record of the proceedings before the Executive Committee may be caused to be made by the accused member at his or her own expense.

SECTION 6.4. Within ten (10) days after the meeting at which the Executive Committee has found the charge of conduct unbecoming a member proven, the Committee shall make a report and recommendation to the Board of Directors, a copy of which shall be given to the accused member in person or by mail.

SECTION 6.5. Within twenty (20) days of the receipt by the accused member of the report and recommendation by the Executive Committee, the accused member may appeal in writing to the Club President, requesting that the Board of Directors review the report and recommendation. Failure to request such a review within the twenty (20) day period shall constitute a waiver of any right to a review before the Board of Directors, which shall then act upon the recommendation of the Executive Committee by either accepting and implementing the recommendation, rejecting the recommendation, or taking such other action as the Board shall deem appropriate. In the event a Board of Directors review is requested by the accused member, the Board of Directors shall set a date and time for the review and shall notify the accused member of such date and time in writing. The accused member shall have the right to be represented by counsel. The Board of Directors shall render its final determination within ten (10) days following its review, and the report of such determination shall be made in writing to the Executive Committee with a copy given to the accused member in person or by mail. The action of the Board of Directors shall be final and not reviewable, provided that no member shall be expelled nor shall he or she be suspended for a period in excess of sixty (60) days except on the affirmative vote of two-thirds (2/3) or more of the Board of Directors. Any member so disciplined who fails to comply with the decision of the Board of Directors shall ipso facto cease to be a member of the Club.

SECTION 6.6. Failure of the accused member to appear at the designated hearing of the Executive Committee as provided in Section 6.3 (a) of this Article shall be deemed a voluntary confession and an acknowledgement of the charges set forth in the complaint.

SECTION 6.7. Each member of the Club waives any right to personal or legal redress against any employee of the Club, any other member of the Club, the Executive Committee or any member of the Executive Committee or against the Board of Directors or any member of the Board of Directors for disciplinary action taken under this Article.

SECTION 6.8. A member suspended under the provisions of this Article remains liable for all dues and other charges, which are incurred prior to the date of suspension, and shall be liable for all dues and other charges which are incurred subsequent to the termination of the suspension. A member expelled under the provisions of this Article remains liable for all dues and other charges incurred prior to the date of expulsion.

SECTION 6.9. Discipline of any member shall be only as described in this Article. No member shall be immune from the disciplinary procedures and sanctions set forth in this Article because of office or position for the Club or because of type of membership held.

SECTION 6.10. A member who has been placed on temporary suspension from the Club or who has been expelled from the Club shall not be entitled to be the guest of another Club member.

SECTION 6.11. The provisions of Section 6.1 through 6.7 shall not apply to the suspension or expulsion of any member for failure to pay his or her account with the Club. Any member whose account is sixty (60) days past due may be suspended by the Board of Directors, and if the member’s account remains delinquent after 120 days, the member may be expelled from the Club.

SECTION 6.12. The resignation of a member against whom a charge of conduct unbecoming a member has been filed under Section 6.2 hereof shall be deemed an expulsion if so determined by the Board of Directors.

SECTION 7. RESIGNATIONS. Subject to Article II, Section 4, any member wishing to withdraw from the Club must submit a letter of resignation to the General Manager. The resignation shall be effective following a 90-day notice.

SECTION 8. INITIATION FEES AND DUES. Initiation fees and dues may be modified from time to time by the Board of Directors.

ARTICLE IV

MEETINGS

SECTION I. FISCAL YEAR. The fiscal year of the Club shall be from January 1 to and including December 31 of each year.

SECTION 2. ANNUAL MEETINGS. The regular annual meeting of the whole membership of the Club shall be held on the second Tuesday of March of each year, or on such other date as may be set by the Board of Directors at least forty-five (45) days prior to the date of the meeting. Said meeting shall be held at the Clubhouse and a written or electronic notice of such meeting shall be sent to all members not less than twenty (20) days prior to the meeting.

SECTION 3. SPECIAL MEETINGS. Special meetings of the Club may be called at any time by the President, by a member of the Executive Committee, by four (4) members of the Board or upon written request by ten percent (10%) of the members, seventy-five percent (75%) of whom shall be holders of a Regular Family Membership. Notice of any special meeting shall state the purpose of the meeting, and shall be dispatched at least ten (10) days prior to the time of holding such meeting. No business shall be transacted at the special meeting other than that stated in the notice thereof. Such notice shall also posted on the official bulletin board of the Club for ten (10) days prior to such special meeting.

SECTION 4. QUORUM. A quorum is required only if business requiring a vote of the membership is acted upon at any annual or special meeting. The presence in person or by proxy of twenty-five percent (25%) of the members, seventy-five percent (75%) of the said twenty-five (25%) to be holders of Regular Family Memberships, shall constitute a quorum at any annual or special meeting of the Club. If a quorum does not attend any such meeting, a majority of those present, though less than the quorum, may adjourn the meeting from time to time, without notice, until quorum be had. If a quorum attends, the vote of the majority of the members present at any meeting in favor of or against any proposition shall prevail, except where otherwise specified in these Bylaws. If authorized in the Notice of the Special Meeting the vote on the business transacted at the Special Meeting may be held after the meeting in accordance with Electronic Voting Policy adopted by the Board. If the vote is held after the meeting, a quorum at the meeting shall not be required and the vote shall be conducted in accordance with the provisions of these Bylaws applicable to amendments of the Bylaws, including, but not limited to the notice provisions. The notice calling for the vote shall not be sent until after the Special Meeting is held. In determining whether the business was approved by a vote of the Members, the required number and prevailing vote requirements applicable to Bylaw Amendments shall apply.

SECTION 5. PROXIES. Only a member may act as proxy for another and no members shall act as proxy for more than one other member. All proxies shall be in writing. A proxy shall be sufficient if in substantially the following form:

Illahe Hills Country Club

Member’s Proxy

KNOW ALL MEMBERS BY THESE PRESENTS, that I, the undersigned, a member of the Illahe Hills Country Club, do hereby name, constitute and appoint _______________,also is a member of said Club, as my true and lawful attorney-in-fact, for me, and in my name, place and stead to appear and vote at the meeting of member of said Club to be held _______________, 20__, (as well as at any adjournments of said meetings) on any question lawfully to come before said meeting, as fully as I could if personally present at such meeting or adjournment thereof.

Duly Executed: ___________________, 20___

______________________________________

Member(s)

SECTION 6. ELECTRONIC MEETINGS AND VOTING.

The Board of Directors is authorized to adopt an Electronic Voting Policy, which allows any vote required by these Bylaws or other rule or regulation to taken by electronic means. The policy shall reasonably require validation of the Membership casting the vote and assure privacy in casting of votes is maintained. Similarly, while in person meetings of Board of Directors are preferred, the Board of Directors is authorized to adopt a policy by which Meetings of the Board of Directors and votes of the Board of Directors can be held electronically when necessary or desirable. The policy shall require minutes of electronic meetings and votes be posted in the same means and manner as minutes of in person meetings of the Board of Directors.

SECTION 7. ORDER OF BUSINESS. The order of business for the annual meeting shall be as follows:

Call to Order – President

Approval of Prior Year Minutes

Financial Review by CPA

Operations Review by GM

Strategic Plan Review

Presidents Report

Presentation of New Board

ARTICLE V

OFFICERS

SECTION 1. ELECTION. Prior to the annual meeting, the Board of Directors shall meet and elect by majority vote from its members a President, Vice President, Secretary and Treasurer, each of whom shall take office at the annual meeting and hold office for one year from the date of election and until his/her successor is elected and qualified. One ceasing to be a Director automatically ceases to be an officer of the Club.

SECTION 2. DUTIES OF THE PRESIDENT. The President shall preside at all meetings of the membership and the Board of Directors. In the name of the Club, the President shall have the authority to sign all contracts and obligations of the Club. The President shall exercise general supervision over the General Manager and at the annual meeting of the membership shall make a report relative to such business and affairs that occurred during the term of his or her presidency.

SECTION 3. DUTIES OF THE VICE PRESIDENT. In case of the absence, incapacity or inability of the President to perform the duties of the office, or any thereof, the Vice President shall perform the duties of the President. If both the President and the Vice President shall be absent from any meeting of the Board of Directors or of the membership, those present shall choose a presiding officer.

SECTION 4. DUTIES OF THE SECRETARY. Together with the General Manager, the Secretary shall keep the minutes of all meetings of the Club and the Board of Directors and shall ensure timely notice of all meetings to all members. The Secretary shall ensure establishment of an archive policy and ensure adherence to said policy. The Secretary together with the Governance Committee and General Manager shall be responsible for the maintenance and continuation of the Policy Manual.

SECTION 5. DUTIES OF THE TREASURER. The Treasurer shall be responsible for the oversight of the financial records of the Club. The Treasurer shall ensure a detailed report is made to the membership at each annual meeting, including a review of a financial statement with a report from an independent Certified Public Accountant. The Treasurer will also act as Chair of the Finance Committee.

SECTION 6. COMPENSATION OF THE OFFICERS. No salary or other compensation shall be paid to any officer of the Club, except when specifically directed by action of the Board.

ARTICLE VI

PROPRIETARY CERTIFICATES

SECTION 1. CERTIFICATES. Certificates have not been issued to Regular Family Members since September 1, 1979. The following section pertains to Regular Family Memberships purchased prior to that date.

SECTION 1.1. Each Regular Family Member shall receive and hold a proprietary certificate while the member remains a Regular Family Member of Illahe Hills Country Club. If such a Regular Family Member converts his or her membership to a Business Membership he or she shall surrender his or her proprietary certificate and forfeit any equity.

SECTION 1.2. RESTRICTION. Only a Regular Family member of the Club may own a proprietary certificate. No more than one certificate shall be issued or acquired by any such member. Every proprietary certificate held by an unqualified person is void.

ARTICLE VII

INDEMNIFICATION OF OFFICERS AND DIRECTORS

SECTION 1. Each director, officer and committee member of the Corporation now and hereafter serving as such, shall be indemnified by the Corporation against any and all claims and liabilities to which he or she has or shall become subject by reason of any action alleged to have been taken, omitted, or neglected by him or her as such director or officer; and the Corporation shall reimburse each such person for all judgments, awards, and legal expenses reasonably incurred by him or her in connection with any such claim or liability, provided, however, that no such person shall be indemnified for, or be reimbursed for any expense incurred in connection with any claim or liability arising out of his or her willful misconduct or gross negligence, criminal or fraudulent acts

The right of indemnification herein above provided shall not be exclusive of any rights to which any director or officer of the Corporation may otherwise be entitled by law.

ARTICLE VIII

COMMITTEES

SECTION I. GENERAL. The Board of Directors shall establish and maintain committees of the membership so as to provide information and recommendations to the Board of Directors.

SECTION 1.1. CHAIRPERSON. The chair of each Committee shall be appointed annually by the Club President from members of the Board of Directors. The chairperson shall:

(a) Designate the time and place of meetings, however, each Committee shall meet in March of each year to nominate candidates for positions which will be vacated at the annual meeting. Each Committee shall also meet in April of each year to elect its new members.

(b) Ensure an agenda is prepared for each meeting and accurate minutes, including those in attendance, are kept for each meeting.

(c) Communicate all Committee actions and recommendations to the Board of Directors through monthly meeting minutes including action items. Produce an annual report summarizing committee actions.

(d) Not authorize any non-budgeted expenditures without explicit approval of the Board of Directors.

(e) Continually review the Strategic Plan and review long-range goals by December of each year and report progress to the Board of Directors.

(f) Establish short-range plans and review long-range goals by May of each year and report to the Board of Directors.

SECTION 1.2. MEMBERS. Members of each Committee shall be nominated by the Committee Chair. Nominees will be duly presented to the Board of Directors for approval. Each Committee shall be comprised of a minimum of five (5) members.

SECTION 1.3. TERM.

Each Chairpersons term shall be set by the Board of Directors. The members of each Committee shall serve three (3) year terms and are eligible for reappointment by the committee chair. The start and finish of terms of Committee Members shall coincide with the annual meeting of the Club.

SECTION 1.4. ESTABLISHING NEW COMMITTEES. When any new Committee is created, the Chairperson shall be appointed by the Club President from members of the Board of Directors. The members shall be appointed by the Chairperson of the Committee. All Committee members must be approved by the Board of Directors.

SECTION 1.5. VACANCIES. A vacancy on a Committee for reasons other than the expiration of a term shall be filled, at the time of its occurrence, by election from nominations by members of the

Committee. The newly elected member must be approved by the Board of Directors and shall serve for the unexpired term.

SECTION 2. EXECUTIVE COMMITTEE. There is hereby created an Executive Committee comprised of the President of the Club, the Vice President, the immediate past President, the Secretary and the Treasurer.

The Executive Committee shall be responsible for dealing with confidential issues, including but not limited to reviewing performance of the General Manager, addressing human resources plans and issues and deciding all Club disciplinary problems.

SECTION 3. ACTIVITIES COMMITTEE. There is hereby created an Activities Committee.

The Activities Committee shall formulate and recommend to the Board of Directors entertainment, dances, dinners, youth programs and general Club recreation activities as well as special functions as assigned by the Board of Directors or the General Manager.

SECTION 4. GOVERNANCE COMMITTEE. There is hereby created a Governance Committee.

The Governance Committee will review the Strategic Plan annually and recommend adjustments to the Board of Directors for review and action as deemed necessary. The Committee shall receive and prioritize Capital Improvement fund requests from the various Committees in accordance with the Strategic Plan established by the Board, and refer their recommendations to the Board of Directors for consideration during the budget process. The Committee shall evaluate the efficiency of the club’s committee & governance structure and make recommendations of any needed changes to the Board of Directors. The Committee will be responsible for maintaining the Club’s Policy Manual along with the General Manager and Board Secretary.

SECTION 5. FINANCE COMMITTEE. There is hereby created a Finance Committee with the Club Treasurer serving as Chairperson.

The Finance Committee oversees the annual budget process. It shall study the fiscal needs of the Club and make recommendations to the Board of Directors as to all fiscal matters, fiscal policies, and shall work with all Committees in establishing capital improvement priorities and funding. The Committee will recommend to the Governance Committee the amount of funding available for capital requests from all Committees. It shall act as liaison with the Club President, with the Club’s lenders, and with the Club’s accounting firm and shall ensure an annual review of a financial statement with a report from an independent Certified Public Accountant. It shall be responsible for reporting the Club’s financial condition at the Annual General Meeting.

SECTION 6. GOLF COMMITTEE. There is hereby created a Golf Committee.

The Golf Committee, with the Golf Professional, is responsible for all golf related events and activities at the Club. The Committee works with the Golf Professional to provide a program that responds to the golfing needs of all playing levels while ensuring that the golf operations conform to the Club policies and with the members’ expectations. It shall formulate and recommend to the Board of Directors rules and regulations for the use of the golf facilities including the planning of special events and conditions applicable thereto. The Committee shall be responsible for reviewing the Strategic Plan, identifying needs and making recommendations to the Governance Committee for capital improvements.

SECTION 7. GREEN COMMITTEE. There is hereby created a Green Committee.

The Green Committee, with the Golf Course Superintendent, is responsible for all the maintenance standards and physical condition of the golf course and shall recommend, within budgetary limitations, the level of maintenance that aligns with the quality and competing levels that the golfing members require. The Committee is responsible for making recommendations to the Board of Directors. The Committee shall be responsible for reviewing the Strategic Plan, identifying needs and making recommendations to the Governance Committee for capital improvements.

SECTION 8. HOUSE COMMITTEE. There is hereby created a House Committee.

The House Committee shall recommend to the Board of Directors rules and regulations for the use of the clubhouse and other Club facilities, including a dress code and the social conduct of the members and guests. The committee shall be responsible for reviewing and making recommendations to the Governance Committee for capital improvements of all areas in and surrounding the clubhouse.

SECTION 9. MEMBERSHIP COMMITTEE. There is hereby created a Membership Committee.

The Membership Committee shall review and act upon all applications for membership and make recommendations thereon to the Board of Directors and shall be available to the Board of Directors to review and to make recommendations concerning any membership matters. The Committee will develop member recruitment plans for recommendation to the Board of Directors.

SECTION 10. RECREATION COMMITTEE. There is hereby created a Recreation Committee.

The Recreation Committee shall establish rules and regulations concerning use of the swim, tennis. And pickleball facilities and make recommendations to the Board of Directors. The Committee shall review all swim, tennis, and pickleball programs. The Committee shall be responsible for reviewing the Strategic Plan, identifying needs and making recommendations to the Governance Committee for capital improvements.

ARTICLE IX - COMPLAINTS

Complaints which pertain to the conduct or action of any Officer, Director, member, member’s guest, or employee of the Club, and which are not covered by Article II, Section 6 of these Bylaws, shall be submitted in writing by the complaining member to the Club Secretary or General Manager who shall transmit same to the Executive Committee of the Board of Directors for disposition.

ARTICLE X

VISITORS AND GUESTS

SECTION I. GREEN AND GUESTS FEES. Subject to regulation by the Board of Directors:

(a) Members may extend the use of the clubhouse to guests; and

(b) Members may extend use of the golf course, swimming pool, tennis courts or other club facilities upon the payment of such green fees or guest fees as may be fixed from time to time by the Board of Directors.

SECTION 2. FREQUENCY OF USE. In its discretion, the Board of Directors may limit or restrict the frequency of use of any facility of the Club by guests in order to prevent abuse of the privileges granted by this Article.

ARTICLE XI

ASSESSMENTS AND DUES

SECTION 1. DUES. The Board of Directors shall set monthly dues as required. The amount of dues will be in accordance with the Strategic Plan, the recommendations of the Finance Committee, and the annual budget requirements as presented each year at the Annual General Membership meeting.

SECTION 2. ASSESSMENTS. The Board of Directors may not levy assessments upon members without a vote of approval of the membership.

SECTION 3. LONG-TERM DEBT. Long-term debt is any indebtedness that will not be repaid within five (5) years. The Board of Directors shall not encumber the Club with long-term debt without a vote of approval of the membership.

SECTION 4. APPROVAL BY MEMBERSHIP. Assessments or long-term debt shall be deemed to have been approved by the affirmative vote of a majority of the eligible members.

ARTICLE XII

AMENDMENTS to the Illahe Hills Country Club By-Laws

SECTION 1. The By-Laws of Illahe Hills Country Club may be amended by a vote of the membership

SECTION 1.1 Proposed amendments may be referred to the membership by the Board of Directors.

Section 1.2 Proposed amendments may be initiated by the membership. This would require ten (10) percent of the membership with voting privileges to sign a petition detailing the amendment. The petition must include the specific By-Law to be amended and the language of the change. The petition should include the need and rationale for the amendment.

SECTION 2. The petition, with the required signatures, would be submitted to the Board Secretary who would validate the membership of the signers and verify only one signature per membership.

SECTION 3. The Secretary would gather explanatory materials from the petitioner(s), impact statements from relevant staff, a financial impact statement (if any) from the Chair of the Finance Committee, and any other relevant information.

SECTION 4. BALLOTS ON PROPOSED AMENDMENTS. The Secretary shall cause a ballot or electronic notification consistent with the Policy adopted by the Board authorizing electronic voting to be sent to each member eligible to vote on a proposed amendment together with copies of any explanatory materials received under Section 3 of this Article. The ballots or notice and explanatory materials shall be mailed or sent to the members not less than ten (10) or more than thirty (30) days after the date on which the information on the proposed amendment is posted on the Club bulletin board.

SECTION 5. VOTING ON PROPOSED AMENDMENTS. In accordance with Article III, Section 5, each member shall have one vote on any proposed amendment to these Bylaws. Members shall cast their votes by marking the mail ballot and returning it to the Club at the address indicated on the ballot or by voting electronically in accordance with the Electronic Voting Policy adopted by the Board. To be effective, a ballot must be returned to the Club or completed electronically within four (4) weeks after the date ballots were mailed to or notice of electronic vote was provided to members, and the ballot or notice shall state the deadline for returning ballots.

SECTION 6. COUNTING BALLOTS. Returned ballots shall be counted by a Committee appointed by the President. If the amendment was proposed by a petition submitted by members, the Committee shall include at least two Regular Family Members who petitioned for the amendment. Votes cast electronically shall be tabulated as provided for in the Electronic Voting Policy adopted by the Board.

SECTION 7. ADOPTION OF PROPOSED AMENDMENTS. A proposed amendment shall be adopted by the affirmative vote of a majority of the eligible members voting.