River Bend Golf and Country Club Inc

“Article 3 - membership 3.1 general provisions 3.1.1 members. Members shall be divided into three (3) general categories: regular, limited and senior, and such subcategories as are provided for in these bylaws. Members shall have the privileges and obligations as set forth in these bylaws and the rules. Each member shall be at least twenty-one (21) years of age. In the case of a married couple unless both spouses are members, only one (1) spouse will be deemed to be the member as designated on the original membership acknowledgement. The total number of all memberships which are active shall be as determined and published annually by the board of directors.”

“Article 3 - membership 3.2 categories of membership. Upon payment of all the required portion(s) of the initiation contribution, the following shall apply to members subject to, and in accordance with, the restrictions set forth in the rules and regulations. 3.2.1 regular member. A regular member has the right to vote, to hold office, and to a proprietary interest in the assets of the club, subject to full payment of the total initiation contribution. 3.2.4 limited member. A limited member does not have the right to vote, to hold office or to a proprietary interest in the assets of the club. The board of directors has the authority to establish the admission requirements and limits on the number of memberships in any of the following subcategories of limited membership. 3.2.5 senior member. A senior member does not have the right to vote or hold office, but does have a proprietary interest in the assets of the club. A senior member and his/her immediate family shall be entitled to use all of the club facilities with limited golf privileges in accordance with the rules. A senior membership may only be granted to a regular family member or regular single member who has attained sixty-five (65) years of age and has been a member for twenty (20) continuous years or more. Senior members shall not be subject to any capital assessments, but shall be subject to operating assessments. No eligible member may be admitted to this category of membership if such admission would cause the total number of senior members to exceed six percent (6%) of active memberships. Article 9 - membership meetings section 9.1 annual member meeting. The annual meeting of the members ("annual meeting") shall be held at the club at a time and place designated in the notice delivered by regular mail or electronically at least ten (10) days prior to such meeting. Alternatively, the annual meeting may be held electronically, if determined by the board to be in the best interest of the club and members may participate in the electronic meeting in a manner similar to an in-person meeting. Ten percent (10%) of the membership eligible to vote in attendance, whether in person, electronically, or by proxy shall constitute a quorum. The affirmative vote of a majority of the eligible voting interests cast shall be the act of the club, except as otherwise provided by law, by the articles of incorporation, or these bylaws.”

“Article 15 - interpretation section 15.1 the interpretation of these bylaws shall rest with the board unless and until superseded by a two-thirds (2/3) majority of the eligible voting interests cast at an annual meeting or special meeting called for such purpose. Article 16 - liquidation. Section 16.1 dissolution. A sale or disposition of substantially all of the property and assets of the club or the dissolution of the club shall require a vote in favor of such sale or dissolution by a two-thirds (2/3) majority of the total eligible voting interests. Section 16.2 procedures. Upon a dissolution and liquidation of the club for any reason, the board shall cause the club's independent accountants to make a full and proper accounting of the assets, liabilities and operations of the club, as of and including the last day of the month in which the dissolution occurs, and shall liquidate the assets as promptly as is consistent with obtaining the fair value thereof, and shall apply and distribute the proceeds there from as follows and in the following order of priority: 16.2.1 liabilities. All liabilities and obligations of the club shall be paid and discharged, or adequate provisions shall be made therefore. 16.2.2 required return, transfer or conveyance of assets. Assets held by the club upon condition requiring return, transfer, or conveyance, which condition occurs by reason of dissolution, shall be returned, transferred or conveyed in accordance with such requirements. 16.2.3 outstanding certificates. All outstanding certificates shall be redeemed pursuant to these bylaws as if the members or former members and owners of the certificates have resigned as members and there were replacement members admitted to succeed them. 16.2.4 remaining assets. The remaining assets, if any, shall be distributed equally among those members holding a proprietary interest in the assets of the club as stated elsewhere in these bylaws. Section 16.3 rights. Members shall look solely to the assets of the club for return of their certificate contributions. If the club's assets remaining after the payment or discharge of all debts and liabilities of the club are insufficient to return their contribution either in part or in full, they shall have no recourse against the club, the officers, the board, or the employees.”

“The 990 is reviewed and approved by the audit committee and members of the finance committee as appointed. The treasurer provides copies to the board of directors after the review and the cfo signs the return.”

“Each member of the board and committees reviews the policy and discloses any potential conflicts. All conflicts of interest are required to be disclosed and approved annually.”

“The general manager/coo and key employees have negotiated contracts which are discussed, reviewed and approved by the board of directors. Annual performance reviews are conducted by the general manager/coo for the key employees which are then discussed by the board of directors with salary adjustments and bonuses based on contract terms. The president of the club reviewes the performance of the general manager/coo which is discussed with the board of directors with salary adjustments and bonuses based on contract terms. Board of directors discussions are documented in executive session minutes.”

“The club provides copies of form 990 and form 1024 upon request.”

“The club makes the governing documents, conflict of interest policy, and financial statements available by inspection at the club.”

“Initiation fees 2,627,588. Certificate redemptions -221,355. Capital assessment 609,840. R. Sargeant junior scholarship fund 721. Net assets with donor restrictions released from restrictions -132. Maintenance, repair and replacement assessment 750,720.”

“No change from prior year.”