2025-2026 Election Booklet by rehobothbeachcountryclub

ELECTION BOOKLET ELECTION BOOKLET

REHOBOTH BEACH COUNTRY CLUB

MEETING NOTICE & BOARD CANDIDATES

IN THIS ISSUE

Notice of Annual Membership Meeting pg. 3

Certificate of Incorporation

pg.5

Board Candidate Information pg. 4

Ed Brown pg.5

John Caruso pg. 6

Steve Fennell

pg. 7

John McCooey pg. 7

Mike McGuiness

pg. 7

Notice of Annual Membership Meeting

Notice is hereby given that the ANNUAL MEMBERSHIP

MEETING of Rehoboth Beach Country Club will be held in the Clubhouse Ballroom.

SATURDAY, AUGUST 30, 2025

10:00AM

RBCC Stockholders may cast their vote for the Election of Directors. Following the Annual Membership Meeting presentation there will be a Q&A session for all Members. Complete your proxy and return via one of the options below. Your vote matters.

MAILED VOTING: By United States Postal Service: Proxies must be received by Monday, August 25, 2025 at 4:00pm to the below address: Michael W. Teichman, Esquire Parkowski, Guerke, & Swayze, P.A. 909 Silver Lake Boulevard, 1st Floor Dover, DE 19904

DIGITAL VOTING: By online submission via an emailed JotForm: Emailed proxies will be sent to each Stockholding Member of Rehoboth Beach Country Club on Monday, August 5, 2025. You must submit your digital proxy on or before 4:00pm on Monday, August 25, 20256. By email to RBCCVote@pgslegal.com. For your proxy to be counted, a signed and checked copy of this proxy must be attached to your e-mail as a .PDF file. Please make sure that the subject line of the e-mail reads “RBCC Proxy.” For questions regarding digital proxies, email the Club at office@rehobothbeachcc.com.

IN-PERSON VOTING: In-person voting will be available in the Clubhouse Lobby on Saturday, August 30, 2025 from 9:00am to 10:00am. You may deliver your completed ballot in a sealed envelope to the General Manager no later than Saturday, August 30 at 10:00am.

REHOBOTH BEACH COUNTRY CLUB

221 West Side Drive, Rehoboth Beach, De 19971-1308

CERTIFICATE OF INCORPORATION

AD-HOC

COMMITTEE

WILLIAM “BUCK“ BOOTH

Governance Chair, Ad-Hoc Co-Chair

JOHN CARUSO

Vice President, Ad-Hoc Co-Chair

DAN COAR

Legal Affairs Chair

SHARON COVINGTON

President

NANCY FREEBERY

Member, Communications Advisor

DAN KRAUSZ

Member, Past President 2017-2019

MICHAEL STAKIAS

Governance Committee Member, Leadership Development Chair

CARPIU “C” CHERECHES

General Manager, COO

BETHANY ACKERMAN

Membership and Communications Director

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C Certificate O Of I Incorporation

WHAT IS THE CERTIFICATE OF INCORPORATION?

The Certificate of Incorporation (COI) is the legal document required under Delaware General Corporate Law that all corporations, profit or nonprofit, must file and maintain with the Delaware Secretary of State The COI certifies the legal status of a company or entity. It is essential to doing business as a corporation, or in the Club’s case, as a nonprofit corporation operating as a social club.

WHAT IS THE GOAL OF THIS COI EFFORT?

To amend and restate RBCC’s COI to best ensure compliance with both Delaware corporate law and the Federal law requirements of Section 501(c )(7) of the Internal Revenue Code to continue to qualify as a tax-exempt nonprofit organization.

WHY IS THE COI BEING AMENDED AND RESTATED?

Below are three reasons why it is vital that we approve the Amended and Restated Certificate of Incorporation as stewards of Rehoboth Beach Country Club:

To comply with Delaware General Corporate Law and Federal Tax Law.

To preserve, protect and strengthen the Club’s 501(c)(7) nonprofit taxexempt status.

To reflect “best practices” in governance as a nonprofit private country club based on the recommendations of the National Club Association (NCA) and the Club Managers Association of America (CMAA)

WHAT IS NEW AND IMPORTANT?

A COI Ad-Hoc Committee has worked with the Club’s legal counsel, Parkowski, Guerke, & Swayze, since 2023 to modernize the COI in accordance with current DE Corporate Law as it relates to nonprofits The Committee is making a determined effort to educate and communicate the importance of the COI and of voting to approve the Amended and Restated COI.

There are no changes to existing Stockholder rights in the Amended and Restated COI.

SCAN THE QR CODE

WHAT DO STOCKHOLDERS NEED TO DO?

Please vote in favor of the Amended and Restated COI This vote will be held in conjunction with the Annual Membership Meeting election of Directors on August 30, 2025. The Club requires an absolute majority (50.1%) of all issued and outstanding shares for this proposal to pass, so we are urging all Stockholding Members to take the time to vote in favor. Choosing not to vote or abstaining counts as a vote against the proposal.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

Rehoboth Beach Country Club, Incorporated

According to the provisions of § 242 and § 245 of the General Corporation Law of the State of Delaware

Rehoboth Beach Country Club, Incorporated, a corporation organized under the laws of the State of Delaware (the “Corporation”), does hereby certify that:

FIRST: The present name of the corporation is Rehoboth Beach Country Club, Incorporated. The corporation was incorporated under the name “Rehoboth Beach Country Club, Incorporated” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on March 27, 1925. The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety as hereinafter provided for (this “Amended and Restated Certificate of Incorporation”).

SECOND: This Amended and Restated Certificate of Incorporation herein certified has been duly adopted by the stockholders of the Corporation in accordance with the provisions of §§ 242, and 245 of the Delaware General Corporation Law.

THIRD: This Amended and Restated Certificate shall become effective upon filing with the Delaware Secretary of State.

FOURTH: This Amended and Restated Certificate of Incorporation of the Corporation shall, at the effective time, read as follows:

The Leadership Development Committee

has recommended to

Board, and the Board recommends to the Stockholders the following individuals for election to the Board of Directors.

CANDIDATE INFORMATION in alphabetical order

Years of RBCC Membership: 17

ED BROWN

d Brown and his wife, Maureen have been Regular Members since April 2008 But d’s involvement at RBCC goes back to 1990 when he was an intern on the Greens aintenance staff. Ed turned that opportunity into becoming the Assistant Greens uperintendent at RBCC in 1991 In 1995, Ed became the Golf Course Superintendent, position he held until 2006 when he left the golf business. Since 2006, Ed has been in e commercial insurance business serving as a vice-president with L&W Insurance. Ed rrently serves on the DSGA/GAP Board representing the golf courses of Delaware Ed also serves on the DE Junior Golf Scholarship Committee which awards scholarships to local high school students going to college.

Ed is a native of the Lewes/Rehoboth area Ed and Maureen are now empty nesters as all three of their children have all graduated from college and are moving forward with their careers as Connor and Jordan live in West Chester, PA and Nolan lives in Atlanta, Georgia. Ed and Maureen are now grand parents with Georgia being 2 years old and Keagen being 6 months old Ed is an avid golfer at RBCC He plays in about every event and has won a couple. Ed also plays competitively in regional golf tournaments. Maureen has always played golf but was always too busy working during the summer. In 2020, Maureen retired from North Shores Beach Club where she managed the beach and pool operation for 29 years She hopes to enjoy a little more golf now but spends a great deal of time with the grand babies.

Ed’s background in golf course management, the insurance industry and serving on the DSGA/GAP Board will be an asset to the Board of Directors and the Club Ed currently serves as the Secretary of the Board of Directors and is a member of the Golf Committee and the Golf Course Refurbishment Ad-Hoc Committee.

Ed believes that you should always try to improve each year because if you aren’t improving than you are going backwards. If elected, he plans to implement this mentality to his involvement on the Board

CANDIDATE INFORMATION

JOHN CARUSO

John Caruso and his wife Beth have been Regular Members since 2003 Their ties with Rehoboth Beach Country Club started when they held their wedding reception at the Club in 1988 when Beth’s parents were Members.

John retired from The Walt Disney Company after a 40-year career. Starting as a college intern he worked his way up through the company to serve as Senior Vice President of Disney ABC Sales. He led the strategy and sales efforts responsible for generating billions of dollars annually During John’s professional career he was known for building strong personal relationships with his clients and mentoring many professionals at all levels within Disney. John received his MBA from Fordham University

As an RBCC Board Member for the past 3 years, John served as Vice President of the Board for 2 years and has chaired the House, Governance, Strategic Planning and COI/Bylaws Committees Additionally, John worked with the ad hoc committee that established RBCC’s first strategic plan. He also worked on the development of the first Board Policy Manual. During his time on the Board, John has come to appreciate the importance of having a strong Board, with good governance and fiscal responsibility, to address the current and future needs of the Club

John and Beth spend most of their time at their home in Dewey Beach and enjoy visiting family and friends in New York Beth and her family have been in the Rehoboth/Dewey area for four generations The Caruso’s have two grown childrenCarolyn & Michael - who enjoyed spending their childhood holidays and summers at RBCC.

CANDIDATE INFORMATION

Years of RBCC

Membership: 4

EPHEN FENNELL

d his wife, Barbara, have been RBCC members since 2021. They bought a n Rehoboth in 2005 as a gathering place for their three daughters and d family. Over the years, they have been blessed with four grandchildren and s-in-law who all share their love of Rehoboth and now RBCC. Since joining, d Barbara have been active participants in Club activities

f background, Steve has a B.A. from the University of Maryland and a J.D. from Georgetown University Law Center They both came with academic distinctions Steve had a love of the courtroom and has spent more than four decades appearing in many courtrooms throughout the country. Later in his career, he added two other skill sets: mediator and arbitrator He also became a member of the Delaware bar He is hopeful that the length and breadth of experience gained will be helpful to the Board.

Steve’s prior board and leadership experience encompasses chairing search committees as well as the school board for the parish school his daughters attended. As a professional in a large Washington, DC law firm, he served numerous times on Steptoe’s lead elected committees (executive, compensation and professional advancement), a decade as the head of litigation and twice chaired each of the firm’s compensation, professional advancement and pro bono committees

Steve has served on several RBCC committees: 2023/24 Legal Affairs and Insurance, 2024-25 Ad Hoc Legal Affairs and 2024-25 Governance Through that service, he has enjoyed assisting both the committees and Club Management in addressing legal issues that arise and providing risk management guidance Through his experience enjoying Club facilities/activities and serving on committees, he has come to appreciate the warm and inclusive culture of RBCC reflected not only in its Members, but also its staff He would be honored to serve the membership as a Board Member

CANDIDATE INFORMATION

JOHN MCCOOEY

John is a year-round resident of Rehoboth Beach, DE, residing with his wife, Diane Boc, in the RBYCC neighborhood on West Side Drive. He retired from DuPont after a 39 1/2year career in 2017. He and Diane joined the Club in 2004 as Social Members, then elevated to Regular Membership in 2006 John enjoys playing golf, tennis and pickleball, working out in the Fitness Center, running, competing at Trivia and participating in many of the Club’s social and dining offerings. This year, he hosted lively sessions of Name That Tune at RBCC. In addition, John and Diane enjoy traveling, attending concerts and the theater

John is very happily adjusted to retirement. Previously, he led global business and marketing teams for the Advanced Printing (Packaging Graphics and Ink Jet) business in DuPont’s Electronics & Communications division He accumulated many years of experience in business management, strategy development, marketing management, product management, and acquisition assessments. He also had eleven years of operations experience at the beginning of his career He built cross-functional & multinational teams in all of those assignments. Financial management is a key strength. In his business roles, setting profit objectives and budgets along with tracking and driving monthly results were among his responsibilities. On the marketing side, translating customer needs into product and sales strategies were important experiences.

John earned his undergraduate degree from Cooper Union in NYC in Chemical Engineering, a Master’s degree in Chemical Engineering from Carnegie-Mellon University in Pittsburgh and an Executive MBA from the University of Delaware.

John is currently a member of the RBCC Board of Directors serving as Treasurer Previously, he served one year on the Finance Committee and was chairperson of the Racquets Committee. He was also a member of the Pool & Fitness Committee in 2018. Years of RBCC Membership: 21

CANDIDATE INFORMATION

Years of RBCC Membership: 19

MIKE MCGUINESS

For the past three years, Mike has had the honor of serving on the Board for Rehoboth Beach Country Club In that past time, he served as Greens Chair and is currently serving as Golf Chair. He was on the Committee that hired current Superintendent, Alan Fitzgerald, who in a short time, has cultivated a very successful culture surrounding the golf course Mike believes working with Alan has been a fantastic relationship as they aim to better RBCC’s course every day. Being on the Board has taught him many things about the Club.

Through healthy relationships with his fellow Board Members, they strive to make the Club as a whole, better Sustaining this Club for future generations is something Mike takes pride in Being a Board Member is not about personal gain It is about putting RBCC in a position to be successful year after year. Mike is running again to serve another three years on the Board He hopes that he has gained Members’ trust to do what’s right for the Club and the course. He has tried to listen to any Member who may have a question or comment regarding our processes around the property and will continue to do so if re-elected This Club has been a second home to Mike, and he values its sustainability for not only his family but for all Member’s families. He wants to thank the membership for the past three years and hopes to serve another three years for this exceptional Club