Roseburg Country Club

“(article 3, section 1 of corp. Bylaws), memberships: there shall be six (6) classes of members. The board of directors may, at its discretion, subdivide any class of membership into family memberships and single memberships. A family membership is comprised of an individual who is legally married or an individual who is unmarried, with dependent children. A single membership is comprised of an individual who is presently unmarried, without dependent children. The designation of each class, the manner of appointment to each class and qualification and rights of members of each class are as follows: 1. Regular golf membership 2. Intermediate golf membership 3. Junior golf membership 4. Non-resident membership 5. Social membership 6. Honorary membership”

“(article 3, section 2 of corp bylaws) rights of members: 1. Only regular golf members who have fully-paid their required entrance fee and have been issued a membership certificate shall have the right to vote at membership meetings. There shall be one vote for each membership and either the husband or wife may vote. No votes may be cast by proxy. 2. Only regular golf members who have been issued a membership certificate shall have the right to hold office in the corporation or serve on its board of directors. 3. Upon the death of any member leaving a surviving husband or wife the membership shall automatically pass to the survivor. Upon the death of a member who is unmarried, the membership shall automatically cease as of the date of death. 4. Except as herin provided for, memberships passing to a surviving husband or wife in the event of death, no membership shall be assigned or conveyed by any member. Any attempt to do so shall be null and void and shall cause immediate termination of the membership. 5. Every member, irrespective of class, shall be responsible for the conduct of and indebtedness incurred by their spouse and children, or guest of the member, spouse, or children. 6. Every member, irrespective of class, shall be responsible for all fees set for the class of membership to which said person belongs. The amount of the fees and dues shall be determined by the board in its sole discretion and shall be paid at the time in such manner, as the board shall prescribe. 7. Each membership category includes the applicable privileges of membership for the spouse of the member and dependent children through twenty (20) years of age, unmarried, and residing within the member's household, and unmarried college students through the age of twenty-four (24). 8. A member is allowed to designate no more than one (1) person to be considered as a significant other per calendar year. Significant other's names must be submitted in writing to the board of directors for approval. Significant others would not be considered a member. Significant others would be subject to all rules pertaining to guests except for fees and number of guest visits permitted. Significant others must be accompanied by the member that has designated them at all times. If a designated significant other comes to the club with a different member, they will be charged as applicable. Members are responsible for all actions and conduct of their designated significant other. The board reserves the right to revoke or suspend the significant other provision at any time for any reason, with or without notice. Family members of the significant other will be treated as any other guest, subject to fees and restricted number of visits.”

“(article 7 of corp. Bylaws) meeting of the membership: section 1. Annual meeting: the regular annual meeting of the club shall be on the fourth tuesday of april of each year at the club's main clubhouse commencing april 25, 1989, unless the place is otherwise designated by the board of directors. Notice thereof shall be given by the secretary by mailing a written notice to each member at the member's last known address not less than ten (10) days prior thereto and by posting a copy of such notice of meeting on the bulletin board at the club not less than ten (10) days prior to the meeting. Section 2. Order of business: the annual meeting shall include the following reports: reading of the minutes for past annual meeting; the treasurer shall report on the financial records of the club, review the written report made by a public accountant, or a certified public accountant covering club books or records. The president will present to the membership his review of the past year club operations, and cover the outlook for the following year. The president will ask any of the other board members or staff members of the club to report on any subjects or conditions that he feels are of interest to the membership. Meetings include discussion of old business, new business, and election of directors, and such other business, as the officers deem appropriate for discussion at the annual meeeting. The order of business will be determined by the agenda. Section 3. Special meetings: special meetings of the membership may be called by the president or by four (4) directors or by petition of fifty (50) regular members at any time by giving notice thereof as herein provided. Only such business shall be transacted at special meetings as is mentioned in the notice. All special meetings shall be held at the club's main clubhouse. In the event a special meeting is called, the member or members calling the same shall first cause to be published a notice of the time and place of the meeting and its object in some daily or weekly newspaper of general circulation in douglas county. It shall be the duty of the secretary to deposit in the post office, not less than ten (10) days prior to the time picked for the special meeting, written, or printed notices directed to each regular member addressed to their last known address, stating the time, place, and the reasons for the meeting. The notice of meeting shall likewise be posted on the bulletin board at the clubhouse at least ten (10) days prior to the meeting. Section 4. Quorum: members of the club must vote at meetings in person, with the exception of the annual meeting, in which case absentee ballots will be made available upon request. Ballots will be mailed to those requesting them seven days prior to the annual meeting and must be received back at the roseburg country club office by 5:00 pm on the date of said annual meeting. Twenty percent (20%) of the regular membership of the club shall constitute a quorum for the transaction of business. Each regular membership certificate represents one vote to be executed either by the member or their husband or wife. If a quorum does not attend any such meeting, a majority of those present, though less than a quorum, may adjourn the meeting from time to time without notice until a quorum can be obtained. Section 5. Rules of order: all proceedings of this corporation, unless otherwise herein provided, shall be governed by robert's rules of order, revised, or other accepted practives. Election of directors and officers by the membership shall be by plurality votes. Section 6. Nominating committee: at least thirty (30) days prior to the annual meeting of the club, the president shall appoint a nominating committee, consisting of three (3) regular members. This committee will select a list of candidates that qualify for election to the board of directors of the club. The names of the candidates so nominated shall be handed to the secretary, and one week prior to t”

“The tax return is prepared by a c.p.a. Firm and presented to the board of directors for review. The board president or secretary signs the return, then submits it to the irs.”

“Each responsible person shall annually complete a disclosure form identifying any relationships, positions, or circumstances in which the responsible person is involved that he or she believes could contribute to a conflict of interest.”

“Roseburg country club has an established "process for determining compensation policy" in writing. The process includes: a) review and approval b) use of data as to comparable compensation c) contemporaneous documentation and recordkeeping”

“Roseburg country club provides to the public information regarding its governing documents, conflict of interest policy and financial statements upon written request.”

“Gain on cancelled certificates -2,651.”