FY24 Posting Member Review Booklet

PROSPECTIVE MEMBER REVIEW BOOKLET

Vision, Mission Statements and Core Values

Bylaws of the Rehoboth Beach Country Club, Incorporated

Certificate of Incorporation Club and Departmental Rules and Regulations

Schedule of Dues & Charges (FY2025)

www.rehobothbeachcc.com

VISION STATEMENT

With our Members first, RBCC will always strive to be the foremost private country club on the Delmarva Peninsula. We are committed to providing a welcoming environment while enjoying our scenic location, amenities and programs. We show appreciation and support to the dedicated Talon Tribe members that are second to none and aspire to be the employer of choice

MISSION STATEMENT

As stewards of Rehoboth Beach Country Club, we ensure our multi-generational Members a stronger future through encouraging enduring friendship, maintaining sound fiscal management, celebrating old and new traditions and inspiring innovation We deliver the must-have membership experience at the most desired waterfront destination

CORE VALUES

STEWARDSHIP

We embrace the idea that we, as Members, have a responsibility to care for the wellbeing of RBCC today and for the future We take these responsibilities seriously and drive excellence in everything we do. We expect our leaders to be accountable and insist these individuals lead by example.

CARING

Caring is a powerful word When we care, we engage, commit, are attentive, kind, honest, respectful and responsive We have integrity and a passion for good When we care, others want to be around us and importantly, caring inspires more care!

COMMUNITY

With outstanding stewardship and true caring, we create a sense of community This reaches across everyone – Members, families, leadership and the Talon Tribe. Together, we have a strong sense of purpose and enjoy each other’s company. We communicate fully and respect others‘ differences and points of view.

VISION

Vision is powering up our imagination to create a mental picture that guides us to something new, innovative and sustainable for RBCC’s future Having vision is forward thinking, exciting and should benefit the greater good for all Members, our campus and the Talon Tribe.

wwwrehobothbeachcccom

BYLAWS OF THE REHOBOTH BEACH COUNTRY CLUB

PREAMBLE

Our Club's Bylaws define our Members, committees, governors, and staff's roles, rights, and obligations. The Bylaws govern the Club's operation's process and procedures and seek to ensure fairness in all proceedings. These Bylaws are considered a living document to be reviewed periodically and revised as necessary. Changes made to the Bylaws will be posted on the Club's website at https://www.rehobothbeachcc.com

ARTICLE I-- GENERAL

1.1. NAME. The corporate title of the Association shall be "Rehoboth Beach Country Club, Incorporated" and may be referred to herein as "the Club" or "Rehoboth Beach Country Club "

1.2. PURPOSE. The purpose of Rehoboth Beach Country Club, Inc. (the "Club") is to own and operate a private nonprofit social Club for the pleasure, recreation, and benefit of its Members, as is permitted for a nonprofit corporation exempt from taxation by being described in Section 501(c)(7) of the Internal Revenue Code. The Corporation may exercise all powers and rights conferred upon it under the Delaware General Corporation Law provisions. Provisions for the regulation of the internal affairs of the Corporation, except as provided in the Certificate of Incorporation, shall be determined and fixed by the Club Bylaws as duly adopted and amended from time to time

1.3. RESTRICTIONS. The Corporation shall not possess or exercise any power or authority either expressly, by interpretation, or by operation of law that will prevent the Club any time from qualifying and continuing to qualify as a nonprofit corporation described in Section 501(c)(7) of the Code, or in corresponding provisions of subsequently enacted federal income tax laws; nor shall it engage, directly or indirectly, in any activity which, in the opinion of the Board of Governors, would cause the loss of its legal status as a Section 501(c)(7) nonprofit corporation.

1.4. PRINCIPAL OFFICE. The location of its principal office shall be at the Club's Clubhouse, 221 West Side Drive, Rehoboth Beach, Delaware 19971, and the agent therein or in charge thereof shall be the Club itself.

ARTICLE II-- MEMBERSHIP AND STOCK

2.1 MEMBERSHIP CATEGORIES

2.1.1. CATEGORIESOF MEMBERSHIP. The Club has four principal categories of Membership which are: (1) Regular Members; (2) Social Members; (3) Clubhouse Members; and (4) Honorary Members Other Memberships are subsets of the above, including (i) Legacy Regular 21-34 Members; (ii) Legacy Social 21-34 Members; (iii) Regular 21-34 Members; and (iv) Senior Members No Person younger than twenty-one (21) years of age shall be eligible to become a Club member.

2.1.1.1. REGULAR MEMBERS. No Person shall become a Regular Member (as defined in these Bylaws) of the Club unless such person owns at least five (5) shares of the capital stock of the Corporation. Regular "Stockholder" Members shall be entitled to the full use of all Club facilities, including the golf course, tennis/pickleball courts, fitness center, swimming pool, Clubhouse, and dining and banquet services, subject to such rules and regulations as prescribed by the Board of Governors

2.1.1.2. SOCIAL MEMBERS shall be entitled to the use of the tennis/pickleball courts, fitness center, swimming pool, Clubhouse, and dining and banquet services, subject to such rules and regulations as prescribed by the Board of Governors In addition, a Social Member shall be permitted to use the golf course six times per calendar year subject to such rules and regulations as prescribed by the Board of Governors

2.1.1.3. CLUBHOUSE MEMBERS shall be entitled to the use of the Clubhouse, dining, and banquet services, subject to such rules and regulations as prescribed by the Board of Governors. Clubhouse Membership is available only to Regular or Social Members on a downgrade of membership as provided in these Bylaws.

2.1.1.4. HONORARY MEMBERS. On rare occasions, the Board of Governors may designate a person for Honorary Membership for their service and contribution to the Club or the Sussex County community. Such Members shall be entitled to the full use of all Club facilities, including the golf course, tennis/pickleball courts, fitness center, swimming pool, and the Clubhouse dining and banquet services, subject to such rules and regulations as prescribed by the Board of Governors Honorary Members are not required to pay any annual dues or initiation fees or own any Club stock. However, they must pay for all food, beverage, and other charges prescribed by the Board. Honorary Members do not count against any Membership cap. Honorary Memberships shall not be assignable or transferable and shall automatically terminate upon the death of the Honorary Member.

2.1.1.5.

OTHER MEMBERSHIPS.

2.1.1.5.1 LEGACY REGULAR 21 TO 34-YEAR-OLD MEMBERS shall be between twenty-one (21) to thirty-four (34) years of age, be the child or grandchild of a then-current Member in good standing who has been a Member for at least five years. Legacy Regular Members applying for membership shall require only a Sponsor and a Co-Sponsor, both current Members in good standing and not related to the applicant. A duly nominated and elected Legacy Regular Member shall pay the then-current initiation fee, annual dues, annual capital dues, annual golf assessment, and the annual food and beverage minimum of a Regular Stockholder Member less thirty-four percent (34%). Members in this category may pay their initiation fee and stock purchase requirement on their nomination and election to Legacy Regular Membership or pay in five (5) consecutive equal installments beginning at the date of their nomination and election In all circumstances, the initiation fee and stock must be paid in full by age thirty-five If any Legacy Regular 21 to 34 Member resigns their membership before the age of thirty-five or is terminated by the Club, such Member shall nonetheless remain liable for the unpaid balance of their Initiation Fee and any other indebtedness. Legacy Regular Members shall be entitled to the use of all Club facilities, including the golf course, tennis/pickleball courts, fitness center, swimming pool, Clubhouse, and dining and banquet services, subject to such rules and regulations as prescribed by the Board of Governors for this specific Membership category. Upon the full payment of their agreed-on initiation fee and fulfillment of the Club's stock purchase requirement, the Legacy Regular Membership shall transfer to Regular Stockholder Membership, irrespective of whether the quota for Regular Members is filled The thirty-four percent (34%) reduction in annual dues, assessments, and the food and beverage minimum of a Regular Stockholder Member will continue until reaching the age of thirty-five (Revised by Board of Governors vote on May 24, 2022 )

2.1.1.5.2

LEGACY SOCIAL 21 TO 34 MEMBERS

shall be between twenty-one (21) to thirty-four (34) years of age, who are the children or grandchildren of a then-current Member in good standing who has been a Member for at least five years. Legacy Social 21 to 34 Members shall require only a Sponsor and a CoSponsor, both current Members in good standing and not related to the applicant. A duly nominated and elected Legacy Social Member shall pay the then-current initiation fee, annual dues, annual capital dues, and the annual food and beverage minimum of a Social Member less thirty-four percent (34%) Members in this category may pay their initiation fee on their nomination and election to Legacy Social Membership or pay in five (5) consecutive equal installments beginning at the date of their nomination and election In all circumstances, the initiation fee must be paid in full by age thirty-five. If any Legacy Social 21 to 34 Member resigns their membership before the age of thirty-five or is terminated by the Club, such Member shall nonetheless remain liable for the unpaid balance of their Initiation Fee and any other indebtedness. Legacy Social Members shall be entitled to the use of the following Club facilities: the tennis/pickleball courts, fitness center, swimming pool, Clubhouse, and dining and banquet services, subject to such rules and regulations as prescribed by the Board of Governors for this specific Membership category. Upon the full payment of their agreed-on initiation fee, the Legacy Social Membership shall transfer to Social Membership, irrespective of whether the quota for Social Members is filled The thirty-four percent (34%) reduction in annual dues, assessments, and the food and beverage minimum of a Social Member will continue until reaching the age of thirty-five. (Revised by Board of Governors vote on May 24, 2022.)

2.1.1.5.3

REGULAR 21 TO 34 MEMBERS

shall be between twenty-one (21) to thirty-four (34) years of age, who are not children or grandchildren of a current Member and who have been nominated and elected to membership in the Club as a Regular 21 to 34 Member by the Board according to the Club's Membership Policies and Procedures. A duly nominated and elected Regular 21 to 34 Member shall pay the then-current initiation fee, annual dues, annual capital dues, annual golf assessment, and the annual food and beverage minimum of a Regular Stockholder Member less twenty-five percent (25%) Members in this category may pay their initiation fee and stock purchase requirement on their nomination and election to Regular 21 to 34 Membership or pay in five (5) consecutive equal installments beginning at the date of their nomination and election. In all circumstances, the initiation fee and stock must be paid in full by age thirty-five. If any Regular 21 to 34 Member resigns their membership before the age of thirty-five or is terminated by the Club, such Member shall nonetheless remain liable for the unpaid balance of their Initiation Fee and any other indebtedness. Regular 21 to 34 Members shall be entitled to the use of all Club facilities, including the golf course, tennis/pickleball courts, fitness center, swimming pool, Clubhouse, and dining and banquet services, subject to such rules and regulations as prescribed by the Board of Governors for this specific Membership category Upon the full payment of their agreed-on initiation fee and fulfillment of the Club's stock purchase requirement, the Regular 21 to 34 Membership shall transfer to Regular Stockholder Membership, subject to the quota and waiting list requirements for Regular Stockholder Members. The twenty-five (25%) reduction in annual dues, assessments, and the food and beverage minimum of a Regular Stockholder Member will continue until reaching the age of thirty-five. (Revised by Board of Governors vote on May 24, 2022.)

2.1.1.5.4 SENIOR MEMBERSHIPS. Any Member reaching seventy-five (75) years of age who has been a member of the Club for at least the prior ten (10) years shall automatically transfer to Senior Membership status in their category of membership, i e , Regular Stockholder Membership or Social Membership and their dues, capital assessment, and food and beverage minimum will be reduced by twenty percent (20%) of that paid by other Members in their Membership category. Senior Members shall continue to enjoy the rights and privileges of such Member's membership category on such terms and conditions as determined by the Board of Governors, including the continuing right to own and vote their stock in the Club.

2.2 GRANDFATHERING PROVISIONS

2.2.1. GRANDFATHERING OF JUNIOR MEMBERS. The Junior Member class of membership is no longer available after December 31, 2020. Current Junior Members are grandfathered in their status until they reach age 35. Such Members shall become Regular Stockholder Members upon full payment of all stock, initiation fees, and other charges.

2.2.2. GRANDFATHERING OF SPECIAL REGULAR MEMBERS. The Special Regular class of membership is no longer available after December 31, 2020 Current Special Regular Members are grandfathered in their status until they reach age 40. Such Members shall become Regular Stockholder Members upon full payment of all stock, initiation fees, and other charges.

2.3 MEMBERSHIP ADMISSION PROCESS

2.3.1. MEMBERSHIP QUALIFICATIONS. Nominees for Club Membership shall be at least twenty-one (21) years of age, financially qualified, of good character, and compatible with the present membership taken as a whole All nominees shall comply with the procedures and requirements of the Membership Committee and the Board Club policy is not to refuse membership to an otherwise qualified nominee based on gender, race, religion, ethnic background, age, disability, national origin, color, or sexual orientation As a private Country Club, the Board of Governors retains the right to accept or reject any nominee at its sole and absolute discretion. The decision of the Board on any nomination shall be final and non-appealable.

2.3.2. MEMBERSHIP NOMINATION. The preferred avenue to membership is for the prospective nominee to know someone who has been a member in good standing of RBCC for at least one year and who can function as their sponsor. The sponsor must know the prospective nominee well enough to ensure they share in the values and culture of RBCC It is the sponsor’s responsibility to guide the prospective nominee through the Proposal for Membership Process If a prospective member cannot identify a sponsor, they shall contact the Membership Director who will guide them through the process Upon receipt of all online documentation and payment of the application fee, the Membership Director shall contact the prospective nominee and sponsor (as applicable) to schedule opportunities to meet with three or more members of the Membership Committee. (Revised by Board of Governors vote on August 23, 2022.)

2.3.3. MEMBERSHIP AGREEMENT. Each proposal for membership submitted to the Club for consideration shall be accompanied by:

A completed and executed MEMBERSHIP NOMINATION FORM and other documents as required in the membership packet

A Membership Agreement as prescribed by the Board of Governors signed by the nominee acknowledging receipt of and their agreement to accept and abide by the following: The Rehoboth Beach Country Club's Articles of Incorporation and Bylaws. 1. The Club's Rules and Regulations. 2. The Club's Schedule of Dues and Charges. and 3. Such other documents as the Membership Committee may determine. 4.

A non-refundable nomination processing fee if required by the Board of Governors

Within thirty days (30) of completing the membership process, including the executed MEMBERSHIP NOMINATION FORM, MEMBERSHIP AGREEMENT, and interviews, the membership Committee shall determine the person’s qualifications for membership and report its findings and recommendations to the Board. (Revised by Board of Governors vote on January 24, 2023.)

2.3.4. ELECTION TO MEMBERSHIP. The Board shall consider the Membership Committee’s recommendation and the supporting information for the election or non – election of a nominee to Membership in the Club Should the Board, by a two-thirds (2/3) majority, approve the nominee for membership, there shall be twenty – eight (28) day posting period on the Club’s website After the posting period, the nominee is accepted for full membership unless the Board rescinds its decision based on the information obtained. (Revised by Board of Governors vote on January 24, 2023.)

2.3.5. MEMBERSHIP ENROLLMENT. After a nominee has been elected to membership, the Club shall send the Member-elect a notification letter, including the MEMBERSHIP AGREEMENT co-signed by the Club. In addition, the Member-elect shall also provide the Club with the name of their spouse/ partner and the names and birthdates of all children of the Member-elect who will be expected to use the Member's Club membership privileges Upon the Club's receipt of the Member's acceptance of the MEMBERSHIP AGREEMENT signed by all parties and the Member-elect's payment of the required Initiation Fee, along with applicable fees, dues, and any stock purchase requirement, the Member-elect shall be enrolled on the Club's Membership Roll and shall enjoy the use and enjoyment of all the rights and privileges of the Member's category of membership as provided in these Bylaws.

2.4 MEMBERSHIP POLICIES

2.4.1. MEMBER OF THE CLUB. A Member of the Club means a person who the Board has approved and elected to Membership in the Club, has entered into the Membership Agreement with the Club and has paid the applicable initiation fee, stock requirements, dues, and other Club charges and assessments, who has not died or resigned from the Club, whose membership has not been terminated, and whose name and address appear in the Club's records of current Memberships.

2.4.2. MEMBERSHIP NUMBER. The Board of Governors may set Membership limits and other qualifications for each category of membership and delegate authority to the Membership Committee to administer the Board's policies. In addition, the number of memberships may be limited in the sole discretion of the Board of Governors by a two-thirds (2/3's) vote of the entire Board.

2.4.3. WAITING LIST. The Board may set membership levels and overall membership levels for each category In addition, the Club may maintain a Wait List(s) for membership The Club may charge a deposit to secure a person's position on the Wait List for Membership at its discretion. Other nominees for membership shall be placed on the waiting list for their membership category and shall rank in order as of the date of their completed, executed, and accepted Nominating Form and Membership Agreement.

2.4.4. NON-ASSIGNABILITY AND NON-TRANSFERABILITY. A Member may not assign or transfer any Membership or share of Club stock to any person except as permitted by the Club's Certificate of Incorporation or these Bylaws

2.4.5. SPOUSAL AND FAMILY PRIVILEGES. Membership entitles the Member and their Immediate Family to use the Club's facilities under the Member's Membership category. A Member's Immediate Family includes the Member's legal Spouse ("Spouse") and their unmarried children and stepchildren who are under the age of 23 and living at home, serving in the military, or attending school on a full-time basis ("Children"). A

Member's Spouse and Children shall collectively be referred to as the Member's "Family." Any person's enjoyment of family privileges under this Section is subject to these Bylaws' terms, conditions, restrictions, and any other rules adopted by the Board of Governors A child's family privileges shall unconditionally terminate at the age of twenty-three (23) Upon termination of their family privilege status, a Member's child may seek to become a Member under Article II, Section 2 1 1 5 1 Legacy Regular or Section 2 1 1 5 2 Legacy Social, or subject to Article IX's guest policy with all restrictions applicable. In addition, on written notice to the Club of at least seven days in advance, a Member may suspend the family privileges described in this Section, as they may relate to one or more family members. The Club shall use reasonable efforts to effect a requested suspension. The Member, however, shall be financially responsible for paying any charges or other indebtedness of their Spouse and Children under this Section, including any unauthorized use of the Club by their suspended family member, notwithstanding that the Club has received the Member's Notice of family suspension

2.4.6. FAMILY

PRIVILEGES REGISTRY.

Members shall annually be required to provide the Club with their Spouse's name and the names and birthdates of all children who will be expected to use their Club membership privileges to use the Club's facilities under the Spousal and Family Privileges Section of these Bylaws. In addition, a Member may designate their grandchildren under the age of twenty- three (23) for "charging" privileges following rules determined by the Board of Governors to be appropriate for using the Club's facilities and purchasing food and beverages.

2.4.7. DESIGNATED COMPANION. A “Designated Companion" is a person at least eighteen (18) years of age who is not a family member, Spouse, or partner of a registered domestic partnership/civil union with the Member and who has a continuing relationship with an unmarried Member of the Club Upon written request by a Member to the Membership Committee and furnishing such information as the Board requires, the Board of Governors, in its sole discretion, may approve the application by a two-thirds (2/3) vote for Designated Companion. The Member shall be fully responsible for the Designated Companion as they would be for a family member. The Designated Companion shall not succeed to any other right or privilege, or the continued use of the Club facilities on the resignation or death of the Member or the termination of the Member's membership in the Club, or any other right not explicitly permitted herein. A Member may not request a change in the designation of a Designated Companion more than once in any calendar year It shall be the Member's obligation and responsibility to notify the Club in writing of any termination of the Member's relationship with their Designated Companion Failure to do so promptly may result in the suspension of the Member's membership privileges.

2.4.8.

RESIGNATION.

A Member, which includes their Family, may resign from the Club at any time by giving written notice of resignation to the Club's General Manager/COO. The resignation shall be effective no later than the first day of the calendar month immediately following the month in which the Club received such notice. The resignation shall not relieve the Member of any obligations incurred or commitments made before the resignation Members who resign shall lose all rights, privileges, title, and interest in Club property as of their resignation date In addition, the stock of the Member shall be automatically canceled upon the date of resignation

2.5. TRANSFER OF MEMBERSHIPS

2.5.1. SPOUSAL TRANSFER. Upon the written request of a Member in good standing and subject to the Membership Committee's prior approval and a two-thirds (2/3's) affirmative vote of the entire Board of Governors, a Member may transfer their Club Membership, including any Club stock, to their then-current Spouse. Any transfer request may not be permitted again for at least twelve (12) months following the initial spousal transfer and subsequent transfer. A transfer of membership shall automatically terminate the Transferor's rights and privileges as the Club Member, but not as a family member of the Transferee. The Transferee shall execute a Membership Agreement acknowledging their written acceptance of their duties, obligations, and requirements as the new Club Member.

2.5.2. CHANGE IN MEMBERSHIP CATEGORY. A Member may elect to change membership from one category to another upon thirty (30) days' written notice to the Board of Governors but may not be requested again for at least 12 months following any permitted change otherwise approved by the Club Any request for a change in Club membership category shall be subject to (i) the approval of the Membership Committee; and (ii) except in the case of a downgrade, i.e., from Regular to Social, or from Social to Clubhouse, the availability of openings, as determined by the Club, in the new category of Club membership sought by the Member; and (iii) the payment of such fees for any such change of membership category that is then applicable as determined by the Club.

2.5.2.1. MEMBER CATEGORY UPGRADE. A Member will be allowed to upgrade in the Membership category (Example: Social to Regular) if there is a then-current vacancy in the category, subject to waiting list priorities and requirements; otherwise, the Member shall be placed on the waiting list for such upgrade The new category of membership's annual dues will be applicable, and any incremental initiation fee and stock purchase requirements will also apply. If any, the amount of money owed will be the difference between the initiation fee previously paid and owed by the Member and the then-current initiation rate for the upgraded Membership category.

2.5.2.2. MEMBER CATEGORY DOWNGRADE. A Member may be allowed to downgrade to a lower membership level (Example: Regular to Social; Social to Clubhouse) whether there is a vacancy in the category and without regard to or subject to waiting list priorities and requirements The annual dues for the new category of membership will be applicable The Member who has downgraded to a lower membership level shall not request to return to an upgraded member category for one year. The Members will be allowed to retain their shares of capital stock in the Corporation. In no event or circumstance will any Member be entitled to a refund of any the portion of any Initiation Fee previously paid by such Member in connection with a change in the Member's category of membership.

2.5.3. MARRIAGE. The marriage of a Member shall not constitute a change in the Member's Membership category The Spouse of the Member shall be entitled to all the Member's membership privileges as provided in Section 2 3 5 of these Bylaws (Spousal and Family Privileges) effective upon the marriage date The Club Membership Director shall be promptly notified in writing of any change in a member's marriage status for information and accounting purposes.

2.5.4. SEPARATION, DIVORCE, OR ANNULMENT. When a Member is separated from their Spouse by a court decree of separation, becomes divorced, or their marriage has been annulled, all Club members and Club stock-related rights, benefits, and privileges shall be limited solely to the Member After the date of the court decree of any separation, annulment, or divorce, the following options shall be available to the Member and the Former Spouse:

2.5.4.1. TRANSFER OF MEMBERSHIP AND STOCK. If current on all Club fees, dues, and charges, the Member may request that their membership and any Club stock be transferred to their Former Spouse. Such request must be made in writing, made within sixty (60) days of the final court action, and state that the Member agrees: to resign from membership on such date as the Board approves the transfer, to pay all outstanding Club fees, dues, and charges accrued as of such date, and transfer to the Former Spouse any Club stock, and include the written consent by the Former Spouse to transfer of the membership to them, along with a promise to pay any outstanding Club fees, dues and charges that may be then or in the future outstanding under the Former Member's and the new Member's accounts Such resignation shall become effective immediately upon Board approval without further action. In addition, the Transferee shall execute a Membership Agreement acknowledging their written acceptance of their duties, obligations, and requirements as the new Club Member. Upon such transfer of membership and stock, the new Member shall have all the rights, privileges, and membership obligations in the relevant category irrespective of any waiting list priorities or requirements.

2.5.4.2.

SPOUSAL INTEREST UPON SEPARATION, DIVORCE, OR ANNULMENT.

In the case where the Membership and Club stock held by the former Member spouse will not be transferred to the former Nonmember Spouse, the former Non-member Spouse may apply for membership in the Club within sixty (60) days of the final court action at one-half of the initiation fee then in effect for the membership category or lesser membership category which their former Member Spouse initially or then currently held. The Membership Committee shall process the request without regard to the Waiting List provisions of Sec. 2.4.3. Upon payment of the then applicable initiation fee and Club stock fee, the Former Nonmember Spouse shall become a new Member having all the rights, privileges, and obligations of membership in the category approved.

2.5.5.

DEATH OF MEMBER.

Upon the death of a Member in good standing ("Decedent Member"), and subject to the election and conditions provided herein, their membership shall pass to such Member's surviving Spouse ("Surviving Spouse") without any requirement that the Surviving Spouse pay any additional Initiation Fee that may apply to the Decedent Member's membership category. The Surviving Spouse shall have sixty (60) days from the date of the Decedent Member's death to notify the Club in writing that the Surviving Spouse agrees to succeed to the Deceased Member's Membership. If the Club does not receive such notice from the Surviving Spouse within such sixty (60) day period, the absence of such notice shall be deemed to constitute a decision by the surviving Spouse not to succeed to the Deceased Member's Membership If the Deceased Member's Spouse does not survive the Deceased Member or does not elect to succeed in the Deceased Member's Membership, the Deceased Member's Membership shall be deemed resigned as of the date of the Decedent Member's death In the event of the Surviving Spouse's remarriage, they shall be entitled to retain the Decedent Member's Membership. Upon the death of the Surviving Spouse (the "Second Decedent Member"), the Spouse of the Second Decedent Member

shall continue to have the same privileges that applied to the Second Deceased Spouse without any requirement that the Spouse of the Second Decedent Member pays any additional Initiation Fee that might otherwise apply to the Second Decedent Member's membership category if they meet all the requirements of a nominee for club membership as determined by the Board of Governors

2.6. DUES, CHARGES, AND INITIATION FEES

2.6.1. BOARD PROCEDURES. At least thirty (30) days before the end of each fiscal year, the Board of Governors shall set the annual dues, monthly assessments, if any, including food and beverage minimum, for each category of membership, and guest fees for the next fiscal year. The amount of any annual dues shall be determined by the affirmative vote of two-thirds (2/3) of the entire Board, and any increase in such dues from the prior fiscal year shall not exceed ten (10%) percent of the then-current dues rate except as provided in Section 2 6 2 below The Board shall maintain and publish a current list of fees, dues, assessments, if any, and other charges that shall be made available to Members at the Club's business office and posted on the Member's Section of the Club's website. All monetary transactions between the Member and the Club shall be charged to the Member's Account except as expressly provided by the Board's Club Rules and policies.

2.6.2. LIMIT ON ANNUAL DUES ADJUSTMENT. No dues increase greater than ten (10) percent, fiscal year over the prior fiscal year shall be permitted unless approved by a majority vote of the stockholder members attending in person or by proxy at an Annual or Special Meeting of the Club's shareholders, where at least forty (40) percent of the Club's stock is represented in person or by proxy and notice setting forth the location, date, time, and the proposed dues increase which is the subject of the meeting has been provided to all shareholders at least thirty (30) days in advance.

2.6.3. PAYMENT DUE DATE. Dues are payable monthly but may be paid one year in advance at the Member's election with the Board of Governors' approval.

2.6.4. DUES PRORATED. New Members, upon admission, shall owe annual dues, capital dues, golf assessments, and the annual food and beverage minimum prorated based on the number of months remaining in the Club's fiscal year, including the month of entry

2.6.5. FOOD AND BEVERAGE MINIMUM. The Board of Governors may establish food and beverage minimums where by the members may be required to purchase food and beverages up to a certain amount or pay the unused minimum as a forfeiture fee.

2.6.6. INITIATION FEES. The Initiation Fee to be paid by newly elected Members shall be established from time to time by the Board of Governors by the affirmative vote of two-thirds (2/3's) of the entire Board. Funds arising from Initiation fees shall be used at the Board's discretion to improve the Club facilities, furniture, artwork, and fixtures, including installation charges for such facilities and improvements Any person elected to membership who shall fail to pay the required initiation fee in full shall forfeit all membership rights and privileges.

2.6.7. CLUB

BORROWING

AND ASSESSMENTS. The Board of Governors shall not have the authority or power to approve or incur any long-term debt totaling, in the aggregate, over five hundred thousand dollars ($500,000) or enter into any agreement for a debt term longer than five (5) years, or levy any membership assessment of any amount, for any fiscal year, unless approved by a majority of the Club's stock represented by the stockholder members attending in person or by proxy at an Annual or Special Meeting of the Shareholders, where at least forty (40) percent of the Club's stock are represented in person or by proxy, and notice setting forth the location, date, time and proposed action(s) which are the subject of the meeting has been provided to all shareholders at least thirty (30) days in advance.

2.6.8. MEMBER OBLIGATION. Every Member shall continue to be liable for the timely payment of all dues, fees, and other Club charges in the event the operation of the Club's Facilities is suspended for a period or becomes unavailable for membership use due to repairs, maintenance, renovation, or fire, casualty, general health risks such as a pandemic, or other similar occurrences beyond the Club's control No dues or fees shall be refunded unless otherwise provided by the Board of Governors In addition, the Member shall be financially responsible for paying any charges or other indebtedness of their Family or Guests under Section 2.4.5. Section8.1 and Section 9.1 of these Bylaws.

2.6.9. LEAVES OF ABSENCE. A Member in good standing may be considered for an emergency leave of absence due to a severe illness, military service, or other verifiable hardship by request in writing to the Board of Governors. The Board may consider such hardships in determining the duration of the leave and the financial obligation requirements

2.7.1. STOCKHOLDER MEMBERS RIGHTS: The holder of each share of the Corporation's stock shall be entitled to one noncumulative vote per share at all stockholders' meetings and to vote such share(s) to elect the Board of Governors as well as to vote on all matters duly brought before the Corporation's Membership at any Annual or Special Meeting, as provided in the Articles of Incorporation and these Bylaws. In addition, all shareholders have the right to run for the office of Governor and serve on specific committees described in Article VI, Committees.

2.7.2. STOCK TRANSFERABILITY. The capital stock of this Corporation shall not be transferable other than to the then Spouse of a member as described in Section 2.7.2.1 and Section 2.7.2.2 below; shall have no redemption rights, and shall be automatically canceled, if not transferred to the Spouse, upon the resignation of a stockholder's membership in the Club No stockholder shall have the right to transfer their stock to their Spouse where such Member is subject to a disciplinary proceeding or termination Stock and Memberships can only be transferred following the Club's Certificate of Incorporation procedures, these Bylaws, and the General Corporate Law of Delaware.

2.7.2.1. SPOUSAL TRANSFER OF STOCK. A Member who voluntarily transfers their membership to their Spouse according to section 2.4.1 must also transfer their stock to such Spouse.

2.7.2.2.

DEATH OF STOCKHOLDER MEMBER.

Upon the death of a stockholder member, the decedent's membership will automatically pass to the deceased Member's surviving Spouse without paying any additional Initiation Fee In addition, the decedent's stock ownership shall pass to the decedent's surviving Spouse, either under the intestacy laws or under the decedent's will. Within thirty (30) days of the death of the shareholder Member, the Club shall advise the decedent's Spouse that they have the option, exercisable within sixty (60) days of such notice, to (a) have the descendant's stock transferred to their name and to continue membership in the Club in the decedent's category of membership, subject to their obligation to assume the full payment of the dues and charges for this membership category; or (b) voluntarily relinquish their right to stock ownership and resign from the Club. If a Spouse does not survive the deceased Member, the membership will be deemed resigned as the descendant's Member's death However, in no event may a membership or stock be devised or bequeathed by will or pass by intestate succession to anyone other than a member's then Spouse If the eligible Spouse does not notify the Secretary of their decision within 60 days, the Club's offer of continuing membership shall be withdrawn, the stock will be canceled, and the membership will be deemed resigned.

2.7.3.

TERMINATION OF MEMBERSHIP.

Any Member whose membership shall have been terminated under Article X's provisions shall immediately and automatically forfeit their membership and any stock in the Club and have no rights or privileges. Within five (5) days after the termination becomes effective, their stock shall be canceled

2.7.4. CANCELLATION. Upon the date of death, resignation, or termination of a stockholder Member's membership in the Club, all Club stock issued in the name of such stockholder Member shall be canceled except as otherwise provided in these Bylaws

ARTICLE III--MEETINGS AND VOTING

3.1. PLACE OF MEETINGS. All meetings of the Stockholder Members shall be held at any place in the State of Delaware as may be designated by the Board of Governors unless the Board of Governors determines that a meeting of stockholders will be held exclusively using remote communication rather than a physical place. The stockholders' meeting shall be held at the Corporation's registered office without any such designation.

3.2. DATE OF ANNUAL MEETING. The Annual Meeting of the stockholders and the election of the Board of Governors shall be held on such date, time, and place in the State of Delaware as may be designated by the Board of Governors each year. Governors shall be elected at the meeting, and any other proper business may be transacted.

3.3. NOTICE OF ANNUALMEETING. The Club Secretary shall give, or cause to be given, a notice of the Annual Meeting and Board of Governors election to all stockholders indicating the meeting's date, time, and place. Notices shall be sent by first-class mail to all stockholders at their address in the Club's records and may also be given electronically to any Member who has consented to receive notices by electronic transmission and has provided an email address to the Club for such purposes The notice shall be given not less than 30 days or more than 60 days before the Annual Meeting date In addition, notice shall be prominently posted at the Clubhouse and on the Club's website.

3.4. SPECIAL MEETINGS. The President or a majority of the Board of Governors may call a Special Meeting of the Club's Stockholder Members at any time. Also, the President of the Board of Governors shall call a Special Meeting of the stockholders of the Club on the written request in the form of a petition signed by ten (10) percent or more of stockholders who are eligible voting Members under the Club's Certificate of Incorporation and these Bylaws A petition by stockholders for a Special Meeting shall state the purpose or objectives of the Special Meeting and why the meeting is considered necessary No subject shall be considered at the Special Meeting unless stated in the petition Within five (5) days of receipt of a proper Stockholders' Petition requesting a Special Meeting, the President, on behalf of the Board of Governors, shall fix the time and place of the Special Meeting. The meeting date shall be set not less than 30 days or more than 45 after receiving the Stockholders' Petition. At least twenty (20) days before that, a notice of each Special Meeting shall be posted on the Club bulletin board, and the Secretary shall give, or cause to be delivered, a notice to all stockholders indicating the time and place of the Special Meeting and containing a statement of the purpose(s) for which the Special Meeting is called. Notices shall be sent by first-class mail to all stockholders at their address in the Club's records and may also be given electronically to any stockholder who has consented to receive notices by electronic transmission and has provided an email address to the Club for such purposes

3.5.

QUORUM.

The holders of thirty-three and one-third percent (33 1/3 %) of the shares of stock issued and outstanding and entitled to vote under these Bylaws, present in person or represented by proxy, shall

constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If such quorum is not present or represented at any meeting of the stockholders, the Members entitled to vote at the meeting may adjourn the meeting, without further notice, to another place, date, or time, until further notice a quorum shall have been obtained When a quorum is once present, it is not broken by the subsequent withdrawal from any stockholders' meeting.

3.6. STOCKHOLDER VOTING. Except for the election of Governors, where a plurality shall be sufficient, whenever any corporate action is to be taken by vote of the stockholders, a majority of votes cast by stockholders, in person, or by proxy or mail-in ballot at any duly called Annual or Special Meeting of the stockholders at which a quorum of stockholders is present either in person or by proxy, is necessary for the passage of any motion or approval of the action, except as expressly provided in the Articles of Incorporation, in these Bylaws, or by the provisions of the Delaware General Corporation Law

ARTICLE IV--GOVERNMENT

4.1

BOARD OF GOVERNORS.

4.1.1. AUTHORITY. The Board of Governors shall have general management, control, and oversight of the business, property, activities, and affairs of the Club. It may exercise all powers concerning it, except as are reserved to the membership by these Bylaws, the Articles of Incorporation, or the law The Articles of Incorporation provide that the affairs of the Corporation are to be conducted and the business of the Corporation managed by a Board of Governors of not less than nine (9) Members or the number determined by the Club's Bylaws.

4.1.2. EXECUTION OF CONTRACTS. The Board of Governors may authorize any Officer or Officers, or agent or agents, to enter any contracts or execute any instrument in the name of and on behalf of the Corporation as a Club; such authority may be general or confined to specific instances, except as otherwise provided in these Bylaws. Unless so authorized or ratified by the Board of Governors or within the agency power of an Officer, no Officer, agent, or employee shall have any power or authority to bind the Corporation by a contract or engagement, pledge its credit, or render it liable for any purpose or any amount

4.1.3. CONFIDENTIALITY. Directors and Officers have a fiduciary obligation not to disclose Confidential Information they receive from their service as Members of the RBCC Board of Governors. All material nonpublic information relating to the Club's business shall not be disclosed to the public unless the Club President or Board of Governors authorizes disclosure and use of such information. Confidential Board Information that is unauthorized for disclosure to Members includes, but is not limited to, membership applications, communications about legal matters under litigation, Member disciplinary actions, and employee personnel records This should not in any way restrict the Board's obligation under its Duties of Loyalty and Care obligations and RBCC's Core Values to keep Members sufficiently informed to know how the Club is managed and to understand the Club's finances

4.1.4. CONFLICT

OF INTEREST.

The Board of Governors shall adopt a Conflict-of-Interest Policyrequiring that any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the Club to do so The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval Each Governor shall certify at the beginning of each Club administrative year that they understand and agree to abide by their obligations and responsibilities according to the Club's Conflict of Interest Policy. Each Officer, Governor, and Member of a Committee with Board delegated powers shall annually sign a statement which affirms such person:

Has received a copy of the Conflict-of-Interest Policy. a.

Has read and understood the policy. b. Has agreed to comply with the policy and c. Understands the Club is incorporated as a nonprofit Club described in Section 501(c)(7) of the Internal Revenue Code To maintain its federal tax exemption, it must engage primarily in activities that accomplish one or more of its tax-exempt purposes The Board of Governors shall provide for the conduct of periodic reviews to ensure implementation and enforcement of its Conflict-of-Interest Policy to conform to federal and state laws applicable to tax-exempt organizations

4.1.5. THE NUMBER OF DIRECTORS AND TERM. The number of directors constituting the entire Board of Governors shall be at least nine (9) and not more than fourteen (14). Each shall serve three-year terms with the exact number of directors (Governors) to be fixed from time to time within such limit by a duly adopted resolution of the Board of Governors or stockholders No reduction of the authorized number of directors (Governors) shall have the effect of removing any director before such director's term of office expires Unless they resign, die, or are removed, each Governor shall hold office until a successor is duly elected If appointed to fill an unexpired term as an interim (acting) Governor due to a Board vacancy, the interim Governor shall be appointed to serve until the next Annual Meeting and Election of Board of Governors as provided in Sec. 4.1.10 of these Bylaws.

4.1.6. TERM LIMITS. No Governor may serve more than two (2) consecutive three (3) year terms in addition to a previous unexpired term. Governors who become ineligible because of these limits shall be ineligible to serve as a Governor for three (3) years

4.1.7. STAGGERED TERMS. The terms of service shall be staggered, and as far as possible, Governors shall be elected so that the terms of office of one-third (1/3) of the members of the Board of Governors shall expire each year.

4.1.8. COMPENSATION. No member of the Board of Governors or Officers shall receive remuneration for official services but may be reimbursed for reasonable expenses incurred if approved by the Board of Governors. A member of the Board who receives reimbursement from the Club for services performed is precluded from voting on matters about their payment

4.1.9. RESIGNATIONSAND REMOVAL. Governors' resignations are effective upon receipt by the Secretary (or by the President or other Officer if the Secretary resigns) of written notification. In addition, any andall of the Governors may be removed for cause by a majority vote of the stockholders.

4.1.10. VACANCIES. In case of a vacancy in the Board of Governors, because of resignation, death, or removal before the expiration of their term of office, the Board of Governors shall appoint a Stockholder Member as success or as an interim Governor to serve until the end of the term of their predecessor or the next Annual Meeting of the Club, whichever is earlier, when the stockholders shall elect a Stockholder Member for the remainder of the unexpired term

4.1.11. MEETINGS. The Board of Governors shall meet regularly at the Clubhouse, and meetings may be called at the discretion of the President or the written request of three Governors. All members of the Board may participate in a meeting by conference telephone or video or similar communications equipment, so long as members participating in such meeting can hear one another, and such participation shall constitute presence in person at the meeting. Whether regular or special, a notice of the meeting shall be provided at least five (5) days in advance and state the date, time, and place of such meeting For special meetings, the notice shall state the purpose of the meeting, and the date, time, and place of such meeting The presence of any Governor at a meeting, in person or by conference telephone, without objection to the lack of notice of the meeting, shall waive notice by such Governor.

4.1.12. QUORUM AND VOTING. Unless a higher proportion is required by law, seven (7) Board Members shall constitute a quorum for the transaction of business. Unless otherwise stated in these Bylaws or required by law, all actions shall be by a majority vote of those present at a meeting at which a quorum is present shall be the act of the Board of Governors.

4.1.13. EMERGENCY POWERS. In the event of an emergency, i e , where a quorum of the Board of Governors cannot readily be assembled because of some catastrophic event, the Board of Governors may exercise emergency powers according to these Bylaws and Board approved Club Policies.

4.1.14. INSPECTION. Every Governor shall have the right to inspect the Club's books and records for purposes reasonably related to the Governor's position as director. A Governor's request for inspection shall state a proper purpose relevant to the Governor's performance of their duties as a director. Requested books and records may be inspected and copied at any reasonable time in the Club's business offices.

4.1.15. ANNUAL REPORT. At each Annual Meeting, the Board of Governors shall submit a comprehensive report of the Club's affairs, including a discussion of the Club's accomplishments, membership levels and recruitment, Committee activities, and details on long-range organizational plans and capital improvements maintenance projects. The report shall be printed and distributed to the Members at least seven business days before the Annual Meeting.

4.2 OFFICERS.

4.2.1. OFFICERS. The Club's officers shall be a President, a Vice President, a Secretary, and a Treasurer The President, Vice President, Secretary, and Treasurer must be current members of the Board of Governors

4.2.2. SUBORDINATE OFFICERS. The Club may also have, at the discretion of the Board of Governors, an assistant secretary and an assistant treasurer as the business of the Club may require, each of whom shall be appointed by the Board, hold office for such period, have such authority, and perform such duties as provided in these Bylaws or as the Board of Governors may determine.

4.2.3. ELECTION OF OFFICERS. The Officers of the Club, except such Officers as may be appointed under the provisions of Sections 4.2.2 and 4.2.4 of these Bylaws, shall be elected at an organizational meeting of the Board of Governors as soon as practicable after each annual meeting, but in no case later than ten (10) days after the Annual Membership Meeting,

4.2.4. TERM LIMITS. The President and Vice President may not serve more than two (2) terms of one (1) year in each office. The terms of the Secretary and Treasurer shall be limited to no more than three (3) consecutive one (1) year terms. Officers who become ineligible because of these limits shall be ineligible to serve as officers for three (3) years. A two-thirds vote of the Board may make exceptions to the term limits of the Secretary and Treasurer, but no person shall serve as a Club Officer in each of these positions for more than six (6) consecutive years. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board or by a majority vote of the Board to elect a new Officer for a term as provided in Section 4 2 of these Bylaws

4.2.5. REMOVAL. Subject to the rights of an Officer under any contract of employment, any Officer may be removed from office, either with or without cause, by an affirmative vote of the majority of the Board of Governors at any regular or special meetings of the Board.

4.2.6. RESIGNATION. Any Officer may resign at any time by giving written notice to the Secretary of the Club (or the President or other Officer if the Secretary is resigning). Any resignation shall take effect at the date of receipt of the notice or at any later time specified in the notice Unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective

4.2.7. POWERS AND DUTIES. Subject to the control of the Board of Governors, all Officers shall have such authority and shall perform such duties as may be provided by the Bylaws or by resolution of the Board. An Officer shall discharge their duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner, the Officer reasonably believes to be in the best interest of the Club.

4.2.8. PRESIDENT. The PRESIDENT shall preside at all meetings of the Board of Governors, Executive Committee, and all Membership meetings Have general supervision, direction, and control of the business and other officers of the Club Have the broad powers and duties of management usually vested in the office of President of a nonprofit social club, and have such other powers and duties as may be prescribed by the Board of Governors or these Bylaws.

4.2.9. VICE PRESIDENT. In the absence of the President, or in the events of the President's inability or refusal to act, the VICE PRESIDENT shall perform the duties of the President and shall have all the powers of and be subject to all restrictions upon the President. In addition, the Vice-President shall perform such other duties and have such other powers as the Board of Governors may from time to time prescribe or as the President may from time to time provide, subject to the authorities and supervision of the Board of Governors

4.2.10. SECRETARY. The SECRETARY shall keep or cause to be kept under their supervision at the executive offices of the Club, agendas, and minutes of the Board of Governors, the Executive Committee, and any Board directed Committees responsible for filing reports to the Board of Governors. At a minimum, Board

and Executive Committee meeting minutes shall contain the names of those in attendance, any resolution approved or disapproved, and a summary of business discussed at the meeting. The Secretary may delegate any of their duties to the General Manager/COO, as the Board of Governors approves The Secretary shall give, or cause to be given, a notice of all meetings of the stockholders and the Board of Governors required to be provided by law or these Bylaws The Secretary shall keep, or cause to be kept, at the business offices of the Club, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number of shares held by each, the number and date of certificates evidencing such shares, and number and date of cancellation of every certificate surrendered for cancellation. They shall keep the seal of the Corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Governors or by these Bylaws.

4.2.11.

CLUB MINUTES.

The Club shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Members, Board of Governors, and the Executive Committee Stockholder Members shall have a right to inspect the Club's stock ledger, a list of its stockholders, and other Club books and records for proper purposes. In addition, any Stockholder Member on five (5) days written request to the General Manager/COO may inspect the minutes of the Club's stockholders' proceedings, record its stockholders' registration, and make copies at the Stockholder Member's own expense. The reference to minutes available for Member inspection is limited to stockholder meeting minutes, Board of Governors meeting minutes, but not Executive Committee minutes and does not include legally privileged communication or data classified as confidential including, but not limited to, membership applications, discussion about legal matters under litigation, Member disciplinary actions, and employee personnel records

4.2.12. TREASURER. The Treasurer shall, in general, have all duties incident to the position of Treasurer, including the custody of all funds and securities of the Club, shall Chair the Audit-Finance Committee, shall be responsible for the receipt and disbursement of all monies of the Club, and shall perform such other duties as may be assigned by the Board of Governors. In addition, the Treasurer may delegate any of the following duties to the General Manager/COO, Director of Finance, or other Club employee as approved by the General Manager/COO.

a Administration and Collection. The Treasurer shall cause to be collected, invested, or disbursed under the direction of the Board of Governors, all monies of the Club. In addition, it shall be their duty to collect funds due to the Club from the issue of shares, initiation fees, dues, Member charges, and all amounts due as payments from others

c

Preparation of Financial Reports. The Treasurer shall oversee the keeping of regular books of account and all the Club's financial records and shall supervise the development of and submittal to the Board of Governors of any proposed budgets and financial statements In addition, the Treasurer shall oversee the monthly preparation of an unaudited financial report following generally accepted accounting principles exhibiting the Club's receipts and expenditures, cash on hand, and existing debts, and shall report at each regular meeting of the Board as to the financial health of the Club.

b. Financial Advisor. Provides information to the Audit-Finance Committee on the Club's finances and budget At the Annual Stockholders Meeting, the Treasurer shall give the membership at least seven (7) business days before the meeting a report containing the audited financial statements for the Club's most recently completed fiscal year and an unaudited interim period financial statements for the first quarter of the Club's current fiscal year. The books of account of the Treasurer shall be open at all reasonable times to any Member of the Board of Governors.

4.2.13. GENERAL MANAGER/COO. The Board of Governors may hire a General Manager/Chief Operating Officer (COO) of the Club. The General Manager/COO reports to the Club's Executive Committee and administers all policies directed by the Board of Governors Unless otherwise by contract or law, these Bylaws provide the Board may remove the General Manager/COO at any time with or without cause at a meeting called for that purpose The duties of the General Manager/COO include management of the Club's daily business affairs and the responsibility for directing the work of the Club's employees. Financial. The General Manager/COO shall administer and manage all Club operations within the budget and general policy promulgated by the Board of Governors.

a. Staffing. The General Manager/COO shall be responsible for establishing specific personnel policies, hourly wages, job descriptions, and personnel procedures under the guidance and approval of the Board of Governors. In addition, the General Manager/ COO shall be responsible for hiring, terminating, and supervising all Club personnel However, the prior approval of the President and coordination with the Committee Chairperson is required for the recruitment of or the firing of Executive Staff personnel reporting to the General Manager/COO

b. Coordination. The General Manager/COO shall coordinate the various activities of the Club to achieve sound financial operations and to achieve the appropriate coordination and cooperation with the various departments of the Club to ensure maximum Membership satisfaction. In addition, they shall communicate with Club Members, Committee Members, the Board of Governors, and staff members as necessary to achieve policies consistent with the Club's Guiding Principles and Core Values.

d.

c. Administration. In their official capacity, the General Manager/COO shall attend all meetings of the Board and all committee meetings at their discretion The General Manager/COO is not a member of the Board of Governors and will only attend executive sessions of the Board if invited by the President In addition, the General Manager/COO shall make reports as directed by the President to the Board and at Annual and Special Meetings as to the administration of the Club.

4.2.14. PAST-PRESIDENT. Upon completing their elected term as President, the Club's President shall be designated by the Board as the IMMEDIATE PAST-PRESIDENT for a two-year (2) term or until the immediate successor President replaces them in that capacity, whichever occurs first. Unless continuing as a currently elected Governor, the IMMEDIATE PAST PRESIDENT is invited to attend but not required to participate in all meetings of the Board of Governors but shall not engage in Board executive sessions, have any voting powers on Board matters, or exercise any official executive authority A vacancy in this position does not require the Board to fill the position

ARTICLE V-- ELECTIONS

5.1 PURPOSE.

It is the intent of the provisions of this Article to manage the amount of campaigning and electioneering for Board of Governor positions within reasonable limits and to promote and maintain a spirit of collegiality amongst Club Members The Board of Governors may provide additional voting instructions to achieve these goals

5.2.1 REQUIREMENTS FOR NOMINATION TO THE BOARD OF GOVERNORS. Minimum qualifications required for consideration by the Nominating Committee for the selection of any stockholder member to be a nominee for candidacy for election to the Board of Governors are: (a) the Member must be a stockholder member for at least three (3) continuous years and be in good standing, and (b) have served on a Club's standing committee for at least ten (10) months within the last five (5) years. Good standing shall mean a stockholder is current on all obligations owed to the Club and not otherwise under suspension. (Revised by Board of Governors vote on May 24, 2022.)

5.2.2. BOARD ACTIONS. At the April Board of Governors meeting before the next Annual Membership Meeting, the Board shall identify skill set needs and specify the number of openings on the Board of Governors to be voted on at the Annual Membership Meeting to serve three-year (3) terms as provided in these Bylaws; or to serve unexpired terms of interim Governors as provided in these Bylaws

5.2.3. NOMINATING COMMITTEE DUTIES. The primary duties of the Nominating Committee are to: Identify, recruit, and encourage selecting qualified nominees as candidates for election or re-election by Club stockholders to fill Board vacancies.

a.

b.

Determine qualifications and characteristics desirable for nominees to meet the Club's organizational needs, including good judgment and experience in competencies appropriate to Board service supplemental to the requirements of sections 5 2 1 and 5 2 7 The Nominating Committee is responsible for assessing if and to what extent each candidate satisfies these qualifications

c.

Evaluate and screen potential nominees at the Committee's discretion by utilizing in-person interviews with Committee Members and developing and using a screening questionnaire inviting the nominee's response to questions relating to their education, knowledge, and experience. Answers to the questionnaire will be included in part or whole in the election information provided to members under section 5.3.2 of these Bylaws. In addition, the Committee shall provide instructions on word count, deadlines for submission, and other procedural details. (Revised by Board of Governors vote on May 24, 2022 )

5.2.4. NOTICE OF COMMITTEE APPOINTMENT. Within five (5) business days after the Committee is appointed, the Secretary shall notify each Member of the Nominating Committee of their appointment delivered personally or by telephone to each Member or by electronic transmission at the Member's address as shown in the Club's records. In addition, the names of each Nominating Committee member shall be posted on the Club's website.

5.2.5.

NOTICE OF BOARD ELECTION AND REQUEST FOR QUALIFIED NOMINEES.

Within 7 (seven) business days after the Committee is appointed, the Board of Governors shall cause a written notice to be sent (including electronic mail) to all Club Members and posted on the Club's website providing: (a) the date and place of the Annual Stockholders Meeting and election to Board of Governors, (b) the number of Board positions open for Governors to serve three-year terms and the number of Board positions open for terms less than three years; (3) because of a Board vacancy; (c) a listing in alphabetical order the names of the

members of the Nominating Committee and its chairperson; and (d) the following provision displayed prominently: "All qualified Stockholder Members are invited to request consideration of their nomination to the Board of governors by sending a letter of interest to the Nominating Committee at the Club's address or an email to the Nominating Committee Chair requesting the Committee's consideration of their nomination for a Board position The communication should contain the date of their Club membership and the dates of their committee service." (Revised by Board of Governors vote on May 24, 2022.)

5.2.6

COMMITTEE MEMBERSHIP.

The President shall appoint a Nominating Committee with the approval of the Board of Governors at the April Board Meeting. The Nominating Committee shall consist of seven (7) Regular Stockholder Members who have been Regular Stockholder Members in good standing with the Club for at least the three preceding years. In making appointments to the Committee, the President shall appoint two Board of Governors, but not Officers, who are either returning as Board Members or retiring from the Board, and five non-director Regular Stockholder Members In addition, the President shall designate one of the non-Board of Governors as the chairperson of the Committee Committee Members or their spouses, children, or grandchildren are not eligible to be nominated for any Governor position during their appointment to the Committee. The General Manager/COO shall be ex officio members of the Committee without a vote. (Revised by Board of Governors vote on May 24, 2022.)

5.2.7 IDENTIFICATION AND RECRUITMENT OF NOMINEES. Within fifteen (15) business days of the Club's posting on its website of the Notice of Board Election and Request for Qualified Nominees, any Stockholder Members interested in being candidates for election to the Board of Governors or any Members interested in recommending a Stockholder Member(s) shall submit their request in writing to the Nominating Committee, including emails Request for consideration should be mailed to the attention of the Nominating Committee, Rehoboth Beach Country Club, 221 West Side Drive, Rehoboth Beach, DE. 19971, or electronically transmitted as directed by the Nominating Committee. The Nominating Committee shall also recruit candidates for nomination to the Board based on criteria established by the Committee or the Board, considering the profile of the Board in terms of diversity, age, skills, and experience, as well as current and future Board needs. (Revised by Board of Governors vote on May 24, 2022.)

5.2.8

EVALUATION OF NOMINEES' QUALIFICATIONS.

The Nominating Committee shall then meet and formally evaluate all nominees proposed The Committee shall conduct all necessary and appropriate inquiries into the backgrounds and qualifications of Board candidates The Committee may use in-person interviews, written questionnaires, or other reasonable means to screen nominees. The Committee will select as many or more nominees as there are openings on the Board. The Committee shall maintain minutes of its meetings and make periodic reports to the Board. The deliberation of the Committee shall be treated as confidential. (Revised by Board of Governors vote on May 24, 2022.)

5.2.9

NOTICE OF COMMITTEE ACTIONS.

At least seven (7) weeks in advance of the Annual Meeting and Board election, the Nominating Committee Chair shall notify the Board and the Club's Stockholder Members of the Committee's actions in approving the names of candidate nominees for the forthcoming Board of Governors election In addition, the Notice shall be posted on the Club's website and sent by firstclass mail or email to the Member's address of record.

5.2.10

STOCKHOLDER PETITION NOMINEES.

Twenty-five (25) Stockholder Members or more, who are not currently on the Board of Governors, may nominate a stockholder as a candidate for the Board of Governors. Stockholders nominated by the petition process must be a Stockholder Member of the Club in good standing The petition of stockholder nomination must be submitted and signed with the required stockholder signatures to the Club Secretary at least five (5) weeks before the Annual Membership Meeting The Secretary or Chairman of the Nominating Committee shall determine if each potential candidate's petition meets the requirements of at least 25 Stockholder Members' signatures and the requirement of being a Stockholder Member in good standing. Upon determination of the prescribed qualifications being met, the Secretary shall at least five (5) weeks before the Annual Meeting send a Notice to all stockholders' last known address either by first-class mail or electronically by advising them of the names of all qualified stockholders who are approved as nominees under these provisions of these Bylaws. This information shall also be posted on the Club's website and throughout the Clubhouse No nominator who has signed a petition shall be permitted to withdraw their signature, and no other nominations will be accepted

5.3. ELECTIONS.

5.3.1

BALLOT PROCEDURES.

At least twenty-five (25) days before the Annual Meeting of the Membership and the election of the Board of Governors, the Secretary of the Club shall cause the names of all nominees to be printed in alphabetical order on one ballot or proxy form and shall indicate the Article and Paragraph of the Bylaws under which the persons are nominated either under Article 5.2.8 (Nominating Committee nominees) or Article 5 2 10 (Stockholder Petition nominees) The Ballot, proxy and accompanying nominee information shall be deposited as a package in the United States mail, postage prepaid, or commercial delivery at least twenty (20) days before the Annual Meeting date directed to the stockholder at their address of record. The Notice accompanying the Ballot shall state the date, time, and place of the meeting and items on the agenda. The Ballot or proxy shall be marked, signed, returned by mail, or otherwise received at the Club before the meeting and the time agreed for closing the polls. (Revised by Board of Governors vote on May 24, 2022.)

5.3.2. EQUAL TREATMENT. All nominees for election to the Board of Governors shall be accorded equal treatment and exposure in all Club notices and publications, including the notice accompanying the ballot In addition, each candidate shall be granted the opportunity in the election information circular or mailing from the Club to the stockholders and Club Members to provide a bio statement of not more than 250 words, including a personal photo, areas of the Board's qualifications, education and professional credentials, and other relevant organizational experience.

5.3.3. ELIGIBLE VOTING MEMBERS. All stockholders have a right to vote on all matters that common stockholders can vote on under the Club's Certificate of Incorporation, Bylaws, and the General Corporation Law of Delaware.

5.3.4. CONFIDENTIALITY. All proxies, ballots, and voting tabulations identifying individual stockholders entitled to vote at any annual or special meetings of the Corporation and how such holders voted shall be kept permanently confidential. They shall not be disclosed to any entity or person, including the directors, officers, employees, or stockholders of the Corporation, except when the law requires disclosure.

5.3.5. INDEPENDENT THIRD-PARTY ADMINISTRATOR. To ensure a fair election of nominees to the Board of Governors and that everyone running in the election has a fair and equal chance of winning, the Board of Governors shall appoint "independent third parties" to ensure the integrity of the Club's voting process The responsibility of the "independent third parties" is to administer the election process to ensure that ballots and proxy ballots are provided only to stockholders who are eligible to vote as of the record date set for the stockholder vote, collecting all ballots and proxies, monitoring the authenticity and validity of the proxies cast. All proxy cards and ballots returned to the Independent Party for tabulation shall be kept confidential not to identify individual stockholders but are available for inspection by the independent judges of election or independent third parties in vote tabulations. Notwithstanding the preceding, the tabulator of the vote may report to the Corporation the aggregate number of shares voted for any matter and whether (but not how) a stockholder has voted. An independent third party includes anyone who is not a member of the current Board of Governors, the Nominating Committee, or a candidate for the Board, or related to a member of the Board or candidate for the Board; and may include, but not limited to, any impartial employee or Club Member, a licensee of the Delaware Board of Accountancy, or a well-qualified professional third-party election management firm.

5.3.6. PROXY VOTES. Stockholders can vote their proxies via mail, the internet, or by attending the Annual Meeting.

5.3.7. MARKING BALLOTS. Every vote on a valid ballot should be counted if the voter's intent is clear no matter what mark ("X," "filled-in box," "checkmark," etc ) is used to indicate the voter's choice Voters need not vote for all open positions or questions Only the votes cast will be counted If a voter makes a mistake in voting for a position on the ballot, such as voting for too many candidates for a given open position, only the vote(s) for that position should be voided.

5.3.8. JUDGES. The Executive Committee shall appoint three (3) impartial Stockholder Members as Election Judges who, on election day, will coordinate with the "independent third party" to oversee the onsite voting process and to inspect the counting and tabulation of the stockholder votes following the Club's Confidential Voting Policy so that all ballots are kept confidential so as not to identify individual stockholders Judges shall determine whether the number of votes by ballot or proxy complies with the requirements of Section 3 5 of these Bylaws to meet the quorum requirements for conducting a meeting of the stockholders and so report to the presiding Officer of the Annual Meeting Any election of Governors ballots and proxies timely cast marked "withhold" or otherwise indicating authority to vote is withheld shall not count against a candidate but shall count toward the quorum requirement. Judges shall not be anyone who is a member of the current Board of Governors, a candidate for the Board, or related to a member of the Board or a candidate.

5.3.9.

ELECTION OF BOARD MEMBERS.

A plurality of votes shall determine the Board of Governors elections. The number of candidates necessary to fill the vacancies on the Board receiving the highest number of votes at the Annual Meeting of the stockholders for each designated term shall be declared elected

5.3.10.

RESULTS.

After the counting and tabulating the votes, the election results shall be promptly reported to the presiding Officer of the Annual Membership Meeting, who will promptly report the results. In addition, they shall be recorded in the minutes of the next scheduled Board Meeting. The Board shall retain ballots and proxies for 90 days after the Board of Governor's election.

5.3.11. TIE VOTES. A run-off election shall be held between only candidates tied for the open seat. Nominations are not reopened. Until the tie is resolved, the other newly elected Governors shall immediately begin serving their terms

5.3.12. SEATING NEW GOVERNORS. The newly elected Governors shall be recognized immediately and, upon adjournment of the Annual Meeting, shall assume the duties of Club Governors. The responsibility of the Nominating Committee shall terminate as of this event unless extended by a vote of the Boardof Governors.

ARTICLE VI--COMMITTEES

6.1 COMMITTEES.

Per the Delaware General Corporation Law, the Board of Governors shall establish Board Committees and Advisory Committees collectively referred to as "Standing Committees " All Standing Committees will develop and recommend policies governing their respective areas for Board approval and implementation.

6.2 BOARD COMMITTEES

6.2.1. EXECUTIVE COMMITTEE. The Executive Committee shall be a Board Committee consisting of the President as Chair, the Vice President, the Secretary, the Treasurer, and one (1) additional member of the Board of Governors The President, as Chair, shall convene the meetings and set agendas for the meeting In the absence of the Chair at a duly convened meeting, the Vice President shall serve as the Chair of the meeting The presence of four (4) Members of the Committee shall constitute a quorum at any meeting of the Executive Committee. Actions and resolutions approved by the affirmative vote of a majority of Committee Members present at a duly constituted meeting shall constitute the action of the Committee. The Executive Committee shall promptly report in writing on its activities, decisions, and resolutions to the Board of Governors at the Board's next meeting. The Board shall review the Executive Committee's actions and approve or disapprove of the Executive Committee's actions by a majority vote.

6.2.2. EXCLUDED AUTHORITY. The Executive Committee will have the powers expressly delegated by the Board of Governors during the interval between Board meetings, except that it will not have the power or authority of the Board to:

Elect Officers of the Club. a.

Fill vacancies on the Board of Governors. b.

c.

Negate any action of the Board of Governors.

d.

Approve or disapprove any nominee for membership.

e.

f.

Discipline any Member for a period of not greater than seven (7) days on an emergency basis or

Discharge any employee of the Club who was hired by the Board of Governors or by the GeneralManager/COO

6.2.3. MINUTES. The Secretary or their designee shall keep or cause to be kept adequate minutes of all Executive Committee meetings, which shall be provided to the Board of Governors within fifteen days (15) days of the Executive Committee's meeting or by the next date of the next scheduled Board of Governors meeting, whichever occurs first. The Executive Committee minutes shall contain the names of those in

attendance, any resolution passed, and the outcome of any votes taken. All discussions or information that is commercially sensitive or relating to membership applications, legal matters under litigation, Member disciplinary actions, and employee personnel matters are classified as confidential

6.3 ADVISORY COMMITTEES.

6.3.1. BOARD ADVISORY COMMITTEES. The Board of Governors shall establish, in addition to the Executive Committee, the following Standing Advisory Committees: Building, Finance and Audit, Golf, Governance, Green, Grievance, Hospitality, House, Legal Affairs and Insurance, Long Range Planning, Membership, Nominating, Pool and Fitness, and Racquets.

6.3.1.1 SUBCOMMITTEES. The Board of Governors may authorize Subcommittees of the Standing Committees and define their duties, which Subcommittee shall assist the Standing Committees in their work and shall report to the respective Standing Committees or directly to the Board as the Board may direct. In addition, the Chair of a Standing Committee may recommend the creation of a Subcommittee to the Board to assist Committee in its work. Further, a Subcommittee may also include other Club members, including spouses, provided they have expertise relevant to the Standing Committee's Charter and responsibilities. Information on the creation of Subcommittees and the names of Subcommittee members shall be posted and maintained on the Club's website. (Revised by Board of Governors vote on May 24, 2022.)

6.3.2. ADVISORY CAPACITY. The Advisory Committees and any ad-hoc committee, except the Executive Committee or other Board Committee, will act only in an advisory capacity, making recommendations to the Board. The Committee and individual members thereof have no independent power or authority. Except as otherwise provided in these Bylaws, committees will act by a majority vote of the committee members. All Committee action shall be subject to reporting and approval by a majority of the Board of Governors at the Board's next meeting.

6.3.3. MEMBERSHIP. All Standing Committees shall be composed of Club Members in good standing. Except as provided in these Bylaws, where the specific appointment of Directors and Stockholder Members to a designated committee is required, non-directors and non-stockholders may serve on a Standing Committee Annually the Governance Committee shall send out a notice requesting new Members from the Club's general membership to serve on Committees. In addition, Committee Members must annually submit to the Governance Committee in writing a request for continuing membership on a specific Committee or interest in joining another Committee. The Governance Committee shall provide its recommendations for Committee appointments to the President, subject to the majority vote of the Board of Governors.

6.3.4. LIMITS ON COMMITTEE SERVICE. No Member shall chair more than two committees simultaneously No Member or Spouse of a Member may simultaneously serve on more than three (3) committees, including the Executive Committee

6.3.5. COMMITTEE TERMS. Committee terms are considered to run from October 1 to September 30. Members may serve no more than eight (8) consecutive (1) one-year terms. If selected as a Chair, the Members' term limits can be extended. A Member of any Committee may be removed from the Committee for sufficient cause by vote of the Board of Governors.

6.3.6. COMMITTEE RESPONSIBILITIES. It is the responsibility of each Committee and Committee Member to act in the best interest of all the Club Members regardless of personal preferences and help guide the Board of Governors to decisions regarding Club policy and Club Facilities for the mutual benefit of all Members

6.3.7. STANDING COMMITTEE CHAIRS. Within thirty (30) days after the Annual Membership and Election of Governors (or at any time in the event of a Committee vacancy), the Board of Governors, by a majority vote of the Board then in office, shall appoint the Chairpersons of Standing Committees. The President may not chair any committee except the Executive Committee. The President shall be an ex officio non-voting member of all Committees appointed by the Board of Governors except for the Finance and Audit Committee, the Grievance Committee, and the Nominating Committee. A Member serving as a chair of a committee shall serve a one-year (1) term as Chair and may be reappointed as Chair, subject to any term limit applicable to their service on such Committee Committee chairs shall serve a maximum term of three (3) years as the Chair of any Standing Board Committee or other Committee authorized by the Board and shall roll off the Committee for at least one (1) year to allow broad participation of Club Members on Committees. Exceptions to the term limit of three (3) years may be made by a majority vote of the Board of Governors on the recommendation of the Governance Committee. Still, no person shall serve as a committee chair for more than six (6) consecutive years.

6.3.8. STAFF SUPPORT. The General Manager/COO shall appoint a staff member for administration and coordination purposes with each Committee.

6.4 COMMITTEE CHARTERS.

The responsibilities and structure of the Standing Committees are the following:

6.4.1. BUILDING COMMITTEE. Shall consist of three (3) or more Members, at least two of whom shall be Regular Stockholder Members or spouses of Stockholder Members, the Chairperson of which shall be a member of the Board. The Committee shall be responsible for making recommendations regarding the maintenance and care of the Clubhouse, golf shop, halfway house, driveway, parking lot, dock, and structures on the property.

6.4.2. FINANCE AND AUDIT COMMITTEE. Shall consist of five (5) or more Members, two-thirds of whom must be Regular Stockholder Members or spouses of Regular Stockholder Members, with at least two (2) of them being Members of the Board, including the Club Treasurer, who will chair the Committee. Each Committee member should have a working familiarity with basic finance and accounting practices. In addition, at least one Committee member should have had prior experience relating to the audit function. The Director of Finance of the Club shall also be present at all Committee meetings if required by the Chairperson. A simple majority of the Committee shall constitute a quorum for the transaction of business. All meetings of the Committee may be held telephonically. In addition, the Committee shall perform any functions required by the Board or otherwise appropriate under applicable law, rules, or regulations The Committee is not responsible for certifying the Club's financial statements or guaranteeing the independent public accounting firm's report

Oversight of the Club's Finance Matters. The Committee is responsible for: overseeing the preparation of the annual budget (operating and capital) for the Club in coordination with the General Manager/COO and the Director of Finance, reviewing all significant assumptions in the budget at a a.

6.4.3.

a.

(continued) meeting with the General Manager/COO and their direct reports as necessary. Such budget shall include a monthly breakdown of income, expenses, and cash flows and a comparison with the prior year's budget and actuals The Treasurer shall present the budget to the Board for approval at least fifteen (15) days before each fiscal year The Committee shall meet once a month when the financial accounts for the prior month are available to ensure that timely budget and financial reports are prepared for the use of the Board of Governors and the information of the Club's Stockholders. The Treasurer, or a designated Committee Member, will present the results and other key financial metrics to the Board at their monthly meetings and make any necessary recommendations. The Committee's reports to the Board shall be placed in the Club's Board minutes. In addition, the Committee will meet on a regularly scheduled basis, in coordination with the General Manager/COO and the Director of Finance, to track the financial performance of the Club, to compare these results to the budget and the prior year's performance of the Club The Committee shall advise the Board concerning significant financial decisions to be made In addition, the Committee shall review and make recommendations to the Board on the financing arrangements for any projects requiring stockholder approval.

Oversight of the Club's Auditing Compliance. The Committee shall officially convene its audit responsibilities at least twice each fiscal year. Minutes shall reflect when it met in executive session with the lead auditor either just before the commencement of the audit process, or soon after it receives the draft audit report, or both, as it shall decide. The Committee shall review and approve the terms of the auditor's engagement and the scope of work proposed for adjustment. After completing the audit, it shall review the annual financial statements, disclosures, and management letter (if any), with the independent auditor and management present Before submission, the Committee shall also review the annual preparation of the Club's IRS Form 990 return with the tax advisor and Club management, along with any significantly related party transactions. . (Revised by Board of Governors vote on May 24, 2022.)

GOLF COMMITTEE.

Shall consist of three (3) or more Stockholder Members, at least three of whom shall be Regular Stockholder Members or spouses of Regular Stockholder Members. The Committee Chairperson shall be a current Member of the Board. The Committee shall recommend all golf activities, including tournaments and special golf events It shall assist the General Manager/COO in supervising the Club golf professionals All rule changes proposed by the Golf Committee require the approval of the Board In addition, the Committee shall provide input on revenue and expense policies for the Club’s golf facilities and activities in alignment with the Club’s budget requirements and Board direction.

6.4.4.

GOVERNANCE COMMITTEE.

Shall consist of at least five (5) Regular Stockholder Members or their spouses and no more than seven (7) Regular Stockholder Members or their spouses. Regular Stockholder Members shall always be a majority of the Committee’s membership. No more than three (3) Members of the Committee may be Members of the Board of Governors, one of whom shall be the Committee chair. The responsibilities of the Committee are to

a. Review regularly the overall governance documents of the Club and recommend improvements where appropriate, including amendments and modifications to the Club’s governing documents, including the Bylaws; and

c.

Recommend candidates for nomination to the Standing Advisory Committees by developing criteria and qualifications for selecting Committee Members and recommending such standards to the Board of Governors for approval to assure that the Board and Committees are composed of qualified and experienced individuals

b Develop and oversee Board education programs, including orientation programs for new Members and continuing education programs for Members of the Board, to assure those directors are fully informed concerning their responsibilities and duties as directors.

6.4.5. GREEN COMMITTEE. Shall consist of at least three Stockholder Members, three (3) of whom shall be Regular Stockholder Members or spouses of Regular Stockholder Members The Chair shall be a Member of the Board of Governors The Committee shall be responsible for making recommendations regarding the maintenance and care of the golf course and Club grounds and working with the Golf Course Superintendent to promote environmentally responsible maintenance practices for the day-to-day operations of the Club’s golf course and grounds.

6.4.6. GRIEVANCE COMMITTEE. Shall consist of five (5) or seven (7) Members or spouses in good standing, with the majority of Committee Members being Regular Stockholder Members. Members shall be appointed for three-(3) year terms as determined by the Board The Board of Governors will select Members who have had experience in employee relations, human resource management, counseling, negotiation, mediation, arbitration, or comparable skills and expertise Sitting Governors and current Club Officers may not serve on the Committee to maintain the Committee’s independence. The Grievance Committee shall have a Chair elected annually by the Grievance Committee from its own body. The Committee’s responsibilities are to:

a.

b.

Implement the policies and procedures of the Club’s Grievance Policy.

Coordinate and carry out its duties under Article X of these Bylaws, including the discretion to inquire into any matter it considers appropriate to carry out those responsibilities; and

c

Regularly review the Club’s grievance and disciplinary procedures to recommend improvements for the Board’s approval where necessary

6.4.7. HOSPITALITY COMMITTEE. Shall consist of six (6) or more Members, at least three (3) of whom shall be Stockholder Members or spouses of Stockholder Members, shall be responsible for making recommendations regarding welcoming new Members to the Club, improving the Membership experience at the Club and all matters connected in addition to that. In addition, one Member of the Board shall be a Member of this Committee and act as a liaison to the Board.

6.4.8. HOUSE COMMITTEE. Shall consist of at least three Stockholder Members, three (3) of whom shall be Regular Stockholder Members or spouses of Regular Stockholder Members, the Chair of which shall be a Member of the Board The Committee shall monitor Members' use of the Clubhouse, the quality of the food and beverages served, and the level of service provided by the Club. In addition, the House Committee shall formulate the House Rules of the Club.

6.4.9. LEGAL AFFAIRS AND INSURANCE COMMITTEE.

Shall consist of at least five (5) or more Stockholder Members of the Club or spouses, at least three (3) of whom shall be Regular Stockholder Members. The Chairperson of the Committee shall be a Board Member The Committee shall have advisory responsibility for legal and insurance matters affecting the Club Other duties as the Board may delegate or assign to the Committee from time to time The Committee’s responsibilities and other qualifications for Membership are:

a.

Qualifications. A majority of the Committee Members shall have professional training and experience as attorneys or experience in the commercial insurance business with the knowledge of risk management, indemnity, commercial liability, and Directors’ and Officers’ insurance.

b.

Legal. The Committee’s legal areas of competence will cover areas of the law aligned with issues consistent with the Club’s needs. The Committee will review and recommend approval of all legal expenditures to the Club’s President, Treasurer, or Board of Governors The Committee will advise the Board and the General Manager/COO on an as-needed basis and suggest whether to engage the Club’s legal counsel, a specialist firm, or handle the matter in-house The Committee will annually review the performance of the Club’s legal counsel and make recommendations to the Board as to which firm the Board should retain for the future. Finally, the Committee shall monitor legislative and regulatory matters relating to the Club's interests, its Governors, Members, and staff.

c.

Insurance. The Committee will annually review the Club’s insurance programs to ensure that the Club has the optimum insurance coverage including but not limited to Property & Casualty, Directors and Officers’, and Workers Compensation with the least expensive premiums possible. Ensure carriers are financially sound Recommend Broker/Agent selection The Committee will review the Club’s insurance legal risks to identify potential risks and advise the Board and the General Manager/COO on corrective measures to implement risk control programs for claims and loss control.

6.4.10. LONG RANGE PLANNING COMMITTEE. Shall consist of at least seven (7) members and no more than nine (9) members. At least five (5) members of the Committee shall be Regular Stockholder Members or their spouses. The Chairperson of the Committee shall be a current member of the Board of Governors. The Committee’s principal function is the long-range planning of the capital improvements, including land acquisition and development, renovation, or alteration of the Club facilities The Committee makes recommendations to the Board based upon all proposals received and its research The Committee shall meet at least annually with the General Manager/COO and the Director of Finance to get input on capital funding needs identified in consultation with Club staff for the next three (3) years operating period. In addition, each Standing Committee shall annually submit to the Long-Range Planning Committee a three(3) year projection of any anticipated projects requiring capital improvement funds.

6.4.11. MEMBERSHIP COMMITTEE. Shall consist of five (5) or more Stockholder Members or spouses of Stockholder Members. The Chair shall be a Member of the Board. The Committee will be responsible to the Board for all aspects of the membership process

The Committee’s key responsibilities are:

1.

Promote Membership. The Committee shall endeavor to promote membership in the Club. It will monitor membership developments and trends in top-ranked clubs and assist in developing plans for Club membership The Committee shall lead outreach to the community to inform prospective members of the attributes of the Club and pursue new members for the Club through personal contact or distribution of Club materials. The Committee will be responsible for maintaining an active list of prospective members.

2.

Application Process. The Committee shall evaluate all applications for Club membership and recommend to the Board persons nominated for membership. In addition, the Committee will monitor and enhance new member orientation in concert with other committees. It shall also be responsible for developing and recommending to the Board all policies, procedures, and activities dealing with the introduction, consideration, and admission of candidates for membership

3

Membership Retention The Committee shall recommend member services to attract new members and enhance current Members' services The Committee shall keep abreast of membership turnover rate and any underlying membership trends and recommend any short-term or long-term strategies to the Board. The Committee will review the Club’s methods and quality of communications with Members and recommend changes and enhancements to the Board.

4.

Policy Recommendations. The Committee shall develop recommendations for membership classes, fees, and privileges changes. The Committee shall present recommendations to the Board for approval.

6.4.12. NOMINATING COMMITTEE. Members of the Committee shall be appointed per Sec 5 2 6 of these Bylaws The Committee shall oversee and supervise the Board's process for electing Club Governors at the Annual Stockholders and Membership Meeting and ensuring appropriate procedures for selecting and presenting qualified candidates to the stockholders.

6.4.13. POOL AND FITNESS COMMITTEE. Shall consist of at least five (5) Members or their spouses, of whom at least sixty percent (60%) shall be Stockholder Members. A Member of the Board shall be a Member of this Committee and act as the liaison between the Board and the Committee. The Committee shall be concerned with the health and safety of Members and guests and the development of appropriate rules. Additional Committee responsibilities are to provide input on:

Policies and regulations relating to the use of these facilities; including recommendations on staffing needs, a Suggestions on balancing the needs of different user groups, b. Pool configuration and scheduling for swimming meets and other special events, and c. Input on revenue and expense policies for the pool and fitness facilities in alignment with the Club’s budget requirements and Board direction. d.

6.4.14.

RACQUETS COMMITTEE.

Shall consist of at least two (2) Members or their spouses, of whom at least half (50%) shall be Stockholder Members In addition, a Member of the Board shall be a Member of this Committee and act as the liaison between the Board and the Committee The Committee shall be responsible for making recommendations regarding tennis and pickleball activities, including tournaments and special events, and input on revenue and expense policies for the Club’s racquets facilities in alignment with the Club’s budget requirements and Board direction.

ARTICLE VII--FISCAL YEAR AND AUDITED FINANCIAL STATEMENTS

7.1 FISCAL YEAR. The fiscal year of the Club shall be from the first day (1st) of April to the thirty-first (31st) day of March of any year

7.2 AUDITED FINANCIAL STATEMENT. The Club's accounts shall be audited each year by an independent certified public account (CPA) selected by the Board of Governors on the recommendation of the Finance and Audit Committee. On the 90th day after the end of the Club’s most recent fiscal year, the Club’s audited financial statement for the prior year shall be finalized and made available to the stockholders.

ARTICLE VIII--CLUB CHARGES AND MEMBER PAYMENTS

8.1. MEMBERS’ RESPONSIBILITY. Members are responsible for paying all dues and charges, including the charges of family members and guests, upon receipt of their monthly statement (Revised by Board of Governors vote on February 28, 2023.)

8.2. MANAGEMENT RESPONSIBILITY. The Club's Director of Finance or other staff member designated by Club management shall develop and maintain a Club Collection Policy to provide an internal financial control system to track the collection of dues, assessments, late fees, and interest on delinquent accounts. This Collection Policy shall be developed in consultation with the Club's Finance and Audit Committee or other Standing Committees The Finance Director or the GM/COO shall report a repeated violation of the Club Collection Policy to the Board of Governors The Board of Governors may, at its discretion at any time limit, or entirely withdraw the credit which may be extended to any Club Member This Policy shall be reviewed by the Board from time to time as necessary to reflect developments affecting the Club's collection process and finances. (Revised by Board of Governors vote on February 28, 2023.)

8.3. STATEMENT ADDRESS. Each Member must file with the Club a current postal mailing or an email address to which monthly statements are to be sent. Members shall be deemed to have received mailings from the Club five (5) days after being sent to the address on file with the Club.

8.4. MONTHLY STATEMENTS. An itemized statement of all dues, assessment, and current charges will be mailed or transmitted electronically to each Member monthly on or before the fifth (5th) day of the month (‘the Billing Month”) immediately succeeding that in which charges were incurred and are due upon presentation. In most cases, the Monthly Statement will reflect the next month’s dues and last month’s payments and charges. Also, statements can be found on the Club’s website.

8.5. DELINQUENCY. Any Member who has not paid in full before the first day of the month immediately following the Billing month shall be considered delinquent. Delinquent accounts shall be assessed interest at 1 5% per month The Member's delinquency status shall be reported on their monthly Statement of charges (Revised by Board of Governors vote on February 28, 2023 )

8.5. SUSPENSION. Any Member whose account remains unpaid in full on the first day of the second month following the Billing month shall be notified by certified mail, email and telephone call that their membership privileges will be suspended if payment is not received within ten (10) days. Suspension of a Member suspends all membership privileges, including the use of the Club facilities of the Member and Family Membership privileges.

A suspension shall not relieve a Member of their obligation to pay dues or other charges assessed during the suspension period If suspended, the reinstatement of the Member's privileges shall only occur if (A) the Member agrees to enrollment in the Club's auto payment program for at least 12 months and (B) the payment in full of all charges those billed as well as those for the current month, including any finance charges assessed. The Club may, at its discretion, determine not to seek the suspension of the privileges of Membership or use of privileges. However, such determination shall not be deemed a waiver of the right to seek the suspension of Membership privileges at a later date or against any other Member. Any Member's account suspended for delinquency for a second time in a rolling-twelve-month period shall immediately receive a letter of warning signed by the Club President stating that their membership privileges will be terminated for repeated multiple delinquencies if payment in full is not received by the Club within ten (10) days; otherwise, their Membership is terminated and not subject the disciplinary procedures of Article X (Revised by Board of Governors vote on February 28, 2023.)

8.7. FORFEITURE. Should a Member's outstanding indebtedness not be fully paid to the Club within the thirty (30) days following the date of suspension, the Member shall be notified by certified mail and by a telephone call that their Membership will be revoked and forfeited if payment is not received within ten (10) days. Such forfeiture shall not prejudice or affect in any manner the right of the Club to collect such delinquent indebtedness A membership terminated for nonpayment or termination because of multiple reoccurring delinquency suspensions may be reinstated only by the approval of the Board of Governors Forfeiture of Membership terminates and releases all privileges of the Member and the family privileges of the Member's spouse and children. (Revised by Board of Governors vote on February 28, 2023.)

8.8. REINSTATEMENT AUTHORITY. Any Member terminated from Membership under these provisions may apply in writing to the Board of Governors for reinstatement on the condition that the Member has paid in full all accrued indebtedness to the Club, including charges assessed during their period of suspension and termination. In addition, the Board may, by a vote of two-thirds (2/3’s) of the entire Board, reinstate, modify, extend, reduce, or terminate a Member sanctioned under this Article and may, at its discretion, assess a fee, not to exceed $500, as a condition of reinstatement

8.9. MEMBER INDEBTEDNESS LIMIT. Any party or event charged to a Member account in which the aggregate charges exceed twenty-five hundred dollars ($2,500) may be billed immediately at the General Manager's discretion. The bill shall be due in ten (10) days.

ARTICLE IX--GUESTAND NON-MEMBER USE OF CLUB

9.1. GUEST POLICY. Guests shall be welcome at the Club when accompanied by a sponsoring Member The Board shall establish guest fees and the circumstances under which guests may use the various Club Facilities from time to time. All guest fees shall be charged to and be the responsibility of the sponsoring Member. Guests shall be subject to these Bylaws and Club rules, as amended from time to time. The sponsoring Membershall always be responsible for the conduct, charges attributable to, and actionsof the Member’s guest.The Member may befined, suspended, or otherwise disciplined as provided in these Bylaws for improper conductby the Member’s guest. Only Members in good standingmay sponsor guests. Guest privileges only extend to the use of the sponsoring Members’ Membership category and class rights. The Boardmay establish restrictions on guest usage to protect the usage and access rights of the Members No Member to whom the privileges and use of the Club have been denied and no former Member expelled from the Club under these Bylaws shall be entitled to guest privileges without the prior approvalof the Board of Governors.

9.2. NON-MEMBER FUNCTIONS. The use of the Club Facilities benefits Members' social and recreational interests and their guests. However, in consultation with the House Committee, the Board of Governors may apply procedures, requirements, conditions, and other qualifications for the use of the Club’s Facilities and services by non-members or organizations, associations, or committees not composed of Members The request for the Clubhouse Facilities or other Club Facilities such as the golf course, swimming pool, or tennis/pickleball courts will require the prior approval of the General Manager/COO. The Board of Governors consent shall be necessary for the use of a significant portion of any of these Facilities, which in the judgment of the General Manager/COO, will significantly restrict Member’s access to and enjoyment of the Club Facilities. In such cases, a letter of request must be filed with the Club stating the date, time, and the approximate number of people attending the event, and the application shall be approved by the Club President and the General Manager/COO, after which a contract shall be entered into following the Club’s policies and procedures All food and beverages must be purchased through the Club No outside catering is allowed Due to the demand for Club Facilities, Members’ requests for the use of the Club Facilities for events, including weddings, banquets, or reception, shall receive a priority over the applications of a nonmember.

ARTICLE X--GRIEVANCE PROCEDURES AND MEMBERSHIP DISCIPLINARY ACTIONS

10.1.GRIEVANCE PROCEDURES.

10.1.1. MEMBER GRIEVANCE The Club’s Grievance Policy (CGP) provides any Member with the right to file a grievance to resolve interpersonal conflict issues between a Member and another Member following that Policy’s procedures A grievance action may also involve the Member’s immediate family or a Member’s guest. In the case of a staff issue with a Member, the staff should report their grievance to the GM/COO. The GM/COO will then consider submitting a written grievance to the Grievance Committee. If a Member has a grievance with staff, the General Manager/COO will handle the grievance in consultation with the President. The basis for any such grievance must be Club and membership related. The grievance should be factbased, deal with a significant event, and only be filed as a last alternative. According to this Article, the complainant should give serious thought and discretion before filing a formal grievance. Grievances shall be held in confidence except to the extent necessary to resolve them

10.1.2. COMMITTEE RECOMMENDATIONS. If the Grievance Committee initiates resolution of the grievance, the Committee may recommend to the Board any disposition of the matter that the Committee deems appropriate considering all relevant facts and circumstances. However, such recommendation(s) shall be advisory only and not binding upon the Board. The Board of Governors shall always make the final decision on any disciplinary action.

10.2. DISCIPLINARY PROCEDURES

10.2.1. BOARD AUTHORITY. Members are responsible for their conduct and the conduct of their family members and guests Accordingly, the Board of Governors shall at all times have the authority acting under and consistent with these Bylaws to take formal “Disciplinary Action” against any Member either upon the recommendation of the Club’s Grievance Committee per this Article or upon a reasonable, good faith finding by the Board that the conduct of the Member, their family or guest constitutes: (a) an infraction of a Club Bylaw or regulation; or (b) conduct prejudicial to the best interest of the Club, its Members, or its

employees, which conduct is demonstrably adverse to their welfare, safety, harmony, or reputation. The “Disciplinary Action” sanctions that the Board may consider shall range from a verbal warning or written reprimand to an assessment of a fine, suspension, or termination of Club Membership The basis for the alleged offense shall have occurred within ninety (90) days or less of filling any Board disciplinary action Nothing contained herein shall bar the Club from seeking damages or injunctive or other appropriate relief against any Member, former Member, or their family member(s) or guest(s) for damage to or loss of the Club’s property.

10.2.2. BOARD ACTION. In making any recommendation for an offense requiring “Disciplinary Action,” the Board of Governors shall afford deference to the Grievance Committee’s recommendations. However, the Board reserves the discretionary authority to (a) solicit input as to all relevant facts and circumstances of the alleged conduct; (b) determine the appropriateness of the “Disciplinary Action” being recommended relative to the nature and seriousness of the offense; and (c) seek consistency with the Club’s Bylaws and with the prior disciplinary actions involving similar conduct and violations If the allegation is determined by a majority vote of the Board to be lacking, the allegation shall be dismissed. While the matter is pending before the Board, the Member shall enjoy all the Club’s privileges to which the Member was entitled before initiation of this disciplinary matter.

10.2.3.

QUALIFICATIONS.

10.2.3.1. Depending on the specific circumstances of a case, the Board may refer the matter back to the Grievance Committee before the Board votes for “Disciplinary Action ” In such cases, the Grievance Committee shall investigate the alleged conduct and report its findings and suggestion for resolution back to the Board of Governors within a period not to exceed thirty (30) days. At that point, the Board’s consideration of formal “Disciplinary Action” shall resume unless the Board by majority vote recommends dismissal of the matter.

10.2.3.2. If the matter is an Emergency Suspension, as provided in Section 10.3, immediate action may be taken.

10.2.3.3 In cases where a Board Governor is (i) either the complainant or the accused Member, or (ii) a family member of a Governor is the complainant or the accused party, the Board Member may be heard as a witness but shall not participate in either the Board’s deliberations or voting on the matter.

10.2.4. NOTICE REQUIREMENTS. Upon the Board’s determination, there is evidence that “Disciplinary Action” is warranted by the facts; the Board shall provide the Member with written notice. In addition, if the accused individual is a family member or a guest, the Member shall receive notice. Such notice shall be given no less than three (3) days following the Board’s decision advising the Member of the nature of the complaint and that they are entitled to an opportunity to appear before the entire Board or to submit a written explanation as to why they, their family member, or guest, should not be the subject of disciplinary action for the alleged behavior giving rise to the complaint

10.2.5.

REQUEST FOR DISCIPLINARY MEETING.

The notice provided to the accused offender shall provide the opportunity to request a Disciplinary Meeting with the entire Board of Governors by submitting a written request to the Club President within (10) days from the Club’s mailing notice of Disciplinary Action.

10.2.5.1. SCHEDULING OF MEETING. If a Disciplinary Meeting is requested, the Club’s President or their designee, within thirty days (30) days from the notice of Disciplinary Action, shall decide upon the time ,date, and place for the Disciplinary Meeting with the Board

10.2.5.2. ADVISORY NOTICE CONTENT. No less than twenty (20) days before the scheduled meeting, the Member shall receive in writing from the Club an Advisory Notice of the Disciplinary Meeting’s date, time, and place with the Board. The Club shall also provide the Member with adequate information to fully prepare a response to the alleged behavior complaint, including the complainant’s name or names.

10.2.6. DISCIPLINARY MEETINGS. Disciplinary Meetings shall be conducted only at a duly convened meeting of the Board of Governors at a meeting scheduled under the Section’s notice provisions. During such meetings, the accused Members, on behalf of themselves or behalf of a family member or guest, shall be provided thirty (30) minutes to respond orally to the allegations regarding the disciplinary complaint and, as the case may be, the behavior of their family member or guests, and to explain why the range of Disciplinary Actions being considered by of the Board is inappropriate or unwarranted. To the extent that the accused is interrupted by the Board’s questions, the Board shall grant the accused an additional fifteen (15) minutes to complete their remarks. The Board shall have discretion in allowing anyone other than the accused Member to attend the Disciplinary Meeting.

10.2.7. BOARD DECISION. Following such meeting, the Board shall, within five (5) days, prepare a written report of their findings and conclusions, setting forth the disciplinary action(s), if any, imposed by the Board and the reasons therefor The Member shall be promptly informed by the Club of the Board’s action, including, if any, the disciplinary sanction(s) imposed, along with a copy of the Board’s findings and conclusions. Unless specified, the Board’s actions shall be considered final as of the written notice date. All Disciplinary Meeting findings and decisions shall be incorporated into the Member’s personnel file and Board minutes per Section 4.2.11 of these Bylaws.

10.2.8. CONFIDENTIALITY. Member disciplinary actions are classified as confidential information and shall not be subject to review by any Member other than the accused Member and those involved in the disciplinary process All individuals involved in Disciplinary Meetings shall be informed of the need for privacy in administering the disciplinary process Records to it shall be securely maintained to assure confidentiality to the greatest extent possible Club employees, directors, or Officers may not remove any confidential information from the Club’s office or duplicate confidential personal information unless authorized by the Member in writing or by legal court order.

10.2.9. SUSPENSION AND TERMINATION. For any disciplinary matter not involving delinquency or nonpayment, the Board’s discretion to impose the sanctions of suspension and termination of a Member or their family or guest(s) shall be subject to the following voting requirements:

10.2.9.1. SUSPENSION. Only by a vote of two-thirds (2/3’s) of the entire Board may a Member or their family be suspended Suspension of a Member suspends all membership privileges, including the Club facilities’ use by the Member and the Member’s immediate family members that aren't separately Members during the suspension period. The Member or their family member shall be promptly advised of the Board’s decision, which shall be delivered to the Member following the provisions of Section 10.2.5. Dues and obligations shall accrue during such suspension and be paid in full before reinstatement of full privileges.

10.2.9.2. TERMINATION. Only by a vote of two thirds (2/3) of the entire Board may the Board terminate the Membership of any Member upon reasonable and good faith findings that:

The conduct of the accused Member, their family member, or guest is a serious infraction of a Club’s Bylaw or regulations

The behavior is so egregious that the facts do not warrant a lesser sanction

The continued participation by the Member is not in the best interest of the Club and the furtherance of its purposes. Termination of a Member terminates all rights and privileges of the Member and their immediate family. The Member shall be promptly advised of the Board’s decision under Section 10.2. A terminated Member or their immediate family that are not separately Members shall not have access to the Club facilities. The terminated Member shall only be eligible for reinstatement to the Club under the Club’s Reinstatement Policy and the provisions of Section 10 2 9of these Bylaws

10.3. EMERGENCY SUSPENSIONS

10.3.1. EMERGENCY SUSPENSION. Notwithstanding any other provisions of this Article and these Bylaws, immediate suspension of the Member’s on-premises privileges may be imposed when the General Manager/COO (or designee) or the Executive Committee determines that the conduct of a Member or their family members or guests constitutes:

a

An immediate and unreasonable infringement of, or threat to, the safety or quiet enjoyment of the Club Facilities by other Club Members or guests or to Club personnel

A safety or fire hazard to Club Members or Club property; or b

A threat of material damage to or destruction of Club facilities or property. c. In such circumstances, the Membership rights and privileges of the Member and their family shall be suspended for up to seven (7) days without further action by the Board or the Club. In addition, the Club shall transmit to the affected Member in writing its decision explaining the reasons for suspending the Member, their family members, or their guest(s). Such a decision shall be maintained in the Member’s file and remain in effect for three years.

10.3.2. The Board may take additional disciplinary action as circumstances warrant, including suspension of all Membership privileges, by a two-thirds (2/3’s) vote of the entire Board Governors at a regular or special Board meeting. In such cases, all membership privileges are suspended pending a Disciplinary Meeting as provided in these Bylaws.

10.3.3. A Member suspended under these Emergency Suspension provisions shall have the right to appeal the suspension. The Board must receive a written notice of appeal within ten (10) days after the suspension date to perfect this right. If such suspension is appealed, the Board shall comply with these Bylaws' Notice and Meeting requirements

10.4.1. PROCEDURE. The Club’s Reinstatement Policy provides that no earlier than twelve (12) months after the date of the Board’s action terminating a Member’s membership, upon a written request for review by the Board of Governors, the Board by a two-thirds (2/3’s) of the entire Board vote at a regular or special Board meeting may grant a former member “guest privileges” per the Reinstatement Policy. In addition, after a prescribed period as set forth in the Reinstatement Policy, the Governors, by a two-thirds (2/3’s) vote of the entire Board, may reinstate a person’s membership in the Club.

ARTICLE XI--INDEMNIFICATION

11 1 RIGHT TO INDEMNIFICATION The Club shall indemnify any person to the fullest extent permitted by the Delaware General Corporation Law, as it presently exists or may hereafter be amended, who is or was a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding either civil, criminal, administrative, or investigative by reason of the fact that they were a Governor or Officer of the Club against expenses including attorney’s fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by them in connection with such action, suit or proceeding to the extent that such person is not insured or otherwise indemnified; provided, however, that such indemnification shall not be given if a court of competent jurisdiction should determine that the conduct of which complaint is made or charged is the result of gross negligence or the willful, intentional or malicious act of such personor persons In addition, the Club may indemnify its Committee members, employees, and agents of the Club to the same extent and in the same manner, as is provided above in this section for Governors and Officers, by adopting a resolution by a majority of the Members of the Board of Governors identifying by name or by position the Committee Members, the employees or agents entitled to indemnification.

11.2. INDEMNIFICATION IS NOT EXCLUSIVE. The preceding indemnification shall not be deemed exclusive of any other right to which one indemnified may be entitled, both as to action in their official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, executors, and administrators of any such person

11.3. INSURANCE AND OTHER INDEMNIFICATION. The Board shall have the power to purchase and maintain, at the Club’s expense, insurance on behalf of the Club and others to the extent that power to do so has been or may be granted by statute and give other indemnification to the extent not prohibited by law.

ARTICLE XII--AMENDMENT OF BY-LAWS AND CERTIFICATE OF INCORPORATION

12.1. AMENDING THE BYLAWS. The Stockholder Members may amend the Bylaws by an affirmative majority vote of the outstanding shares of stock entitled to be voted or amended by a two-thirds (⅔) vote of the entire Board

12.2. AMENDING THE CERTIFICATE OF INCORPORATION. The Certificate of Incorporation may be amended by an affirmative majority vote of the outstanding shares of stock entitled to be voted.

CERTIFICATE OF AMENDMENT AND RESTATEMENT TO THE CERTIFICATE OF INCORPORATION OF REHOBOTH BEACH COUNTRY CLUB, INC.

BE IT RESOLVED, that the Articles of Incorporation of this corporation be amended and restated as follows:

FIRST: NAME. The name of the corporation is REHOBOTH BEACH COUNTRY CLUB, INCORPORATED.

SECOND: REGISTERED OFFICE AND AGENT. The Registered Office of the Corporation in the State of Delaware is located at Bald Eagle Point on Rehoboth Bay, P O Box 39, Rehoboth Beach, Sussex County, Delaware, 19971, and the name of the Registered Agent at such address is the Corporation itself

THIRD: DURATION. The duration of the Corporation is to be perpetual.

FOURTH: NATURE OF THE BUSINESS. The nature of the business and the objects and purposes proposed to be transacted, promoted and carried on are to do any and all things to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware including, but not limited to, the operation of a Country Club for the pleasure and recreation of its members

FIFTH: STOCK The Corporation is authorized to issue only one class of stock

2.

1. The holder of each such share of stock shall be entitled to one noncumulative vote per share at all meetings of the stockholders.

4.

The amount of the total authorized capital stock of the Corporation is Six Hundred Thousand Dollars ($600,000.00) divided into Six Thousand (6,000) shares of common stock having a par value of One Hundred Dollars ($100.00) each.

The Board of Directors may, at any time it deems advisable to do so, establish a sinking fund to be used to purchase stock from stockholders who (a) die without providing for the transfer of his shares to a successor eligible for membership in accordance with the By-Laws, or (b) own more than five (5) shares of stock and wish to reduce their holdings of stock to not less than five (5) shares

3. No Person shall be a Regular Member (as defined in the By-Laws) of Rehoboth Beach Country Club unless said person owns at least five (5) shares of the stock of the Corporation.

SIXTH: BOARD OF DIRECTORS. The affairs of the Corporation are to be conducted and the business of the Corporation managed by a Board of Directors made up of Governors and Officers (which may also be known as the Board or the Board of Governors} of not less than nine (9) members, the number to be determined by the By-Laws of the Corporation The members of the Board shall be elected by the stockholders in accordance with the By-Laws The Board shall have the power to fix salaries, wages, and benefits of its employees and agents. The members of the Board and the officers of the Corporation shall serve without pay; however, reimbursement of reasonable expenses incurred by members of the Board and officers of the corporation may be made upon approval of the Board.

SEVENTH: BY-LAWS. The By-Laws of the Corporation may be amended by the stockholder members by an affirmative majority vote of the outstanding shares of stock entitled to be voted or may be amended by a two-thirds (2/3) vote of the entire Board

CERTIFICATE OF AMENDMENT AND RESTATEMENT TO THE CERTIFICATE OF INCORPORATION OF REHOBOTH BEACH COUNTRY CLUB, INC. (CONTINUED)

EIGHTH: AMENDMENT OF CERTIFICATE OF INCORPORATION. The Certificate of Incorporation may be amended only by an affirmative majority vote of the outstanding shares of the stock entitled to be voted.

NINTH: DIRECTORS LIABILITY. Pursuant to 8 Del. C. Section 102, there shall be no personal liability of the Directors to the Corporation or its membership for monetary damages for breach of fiduciary duty as a Director; provided, however, that such elimination of liability of a Director shall not apply (i) for any breach of a Director’s duty of loyalty to the Corporation or its members, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under 8 Del ,C Section 174, or (iv} for any transaction from which the Director derived an improper personal benefit.

TENTH: INDEMNIFICATION. This Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of this Corporation) by reason of the fact that he is or was a director, officer, employee or agent of this Corporation, or is or was serving at the request of this Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of this Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shalI not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of this Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful

CLUB & DEPARTMENTAL RULES & REGULATIONS

AllrulesandregulationssubjecttochangewithCommitteerecommendationandBoardApproval.

CLUB RULES AND REGULATIONS

It is the intent of the management of the Club to limit these Rules and Regulations (“Rules”) to the minimum required for the mutual enjoyment of the Club by all its members and their guests.

The obligation of enforcing these Rules for the good of all members is placed primarily in the hands of a carefully selected and trained staff whose principal responsibility is to assure you of all the courtesies, comforts, and service to which you, as a member of Rehoboth Beach Country Club, are entitled.

It is further the responsibility of the membership of the Club to know these rules and to cooperate in the enforcement thereof

GENERAL CLUB RULES

The hours of operation at Rehoboth Beach Country Club will be established and published by the Rehoboth Country Club, Inc. (the “Club”), doing business as the Rehoboth Beach Country Club, considering the season of the year and other circumstances. The Club reserves the right to close the Club Facilities to hold special events. Certain areas of the Club Facilities may be closed from time to time for maintenance, repairs, and improvements.

Club members and their guests shall abide by all Rules of the Club as they maybe amended from time to time

4.

Small group functions shall be permitted with the permission of the General Manager

Performance by entertainers will be permitted on the property of the Club only with the permission of the General Manager and the Board.

All state and local laws concerning the sale of alcoholic beverages will be strictly enforced. Alcoholic beverages will not be served or sold to any person not permitted to purchase the same under the laws of the state of Delaware or sold for consumption off the Club’s premises. The Club reserves the right to refuse to serve alcohol to anyone.

5. All food and beverage, including alcoholic beverages, consumed on the Club facilities must be furnished by the Club

Employees are not permitted to cater and deliver food or alcoholic beverages to locations away from the immediate area of the Clubhouse.

Commercial advertisements or solicitations shall not be posted or circulated in the Club without the prior approval of the General Manager.

It is contrary to the policy of the Club to have the facilities used for functions or fund-raising efforts for the benefit of a political cause, except as specifically permitted by the General Manager and the Board. The Club facilities shall not be used in connection with organized religious services unless approved by the General Manager and the Board

Dogs, and other pets, with the exception of seeing-eye dogs, are not permitted on the Club Facilities unless otherwise approved by the General Manager. Members are responsible for damage caused by an animal owned by the member or under the member’s control.

Members and their guests may not abuse or embarrass any of the Club’s employees, verbally or otherwise. All service employees are under the supervision of the General Manager, and no member or guest shall reprimand or discipline any employee or send any employee off the Club facilities for any reason. Any employee not rendering courteous and prompt service should be reported to the General Manager immediately

12 Self-parking is permitted in areas identified as such No parking will be permitted on the grass areas “No Parking” and “Golf Cart Parking” signs must be observed

13 Smoking is not permitted in any area of the Clubhouse Designated member smoking area is located on the Patios outside of the Club.

14. Firearms and other weapons of any kind are not permitted on the Club facilities at any time.

15. The roster of members of the Club shall be considered the property of the Club, and shall not be used or given to anyone by a member of the Club for any reason whatsoever, and may be furnished to a member of the Club in the sole discretion of the Club. Unauthorized release of the membership roster is viewed as a very serious breach of Club policy. Violations will be reviewed by the Club, and may result in immediate expulsion or other appropriate disciplinary action

16 All complaints, criticisms, or suggestions relating to the operations of the Club must be in writing, signed and addressed to the General Manager

17. Violation of any of these Rules or conduct in a manner prejudicial to the best interests of the Club shall subject the person in violation to the disciplinary action deemed appropriate by the Club.

18. Use of the Club facilities may be restricted according to the season, and room charges may vary according to season.

19. Members are not allowed in employee only areas. Please contact the General Manager if you need access to these areas.

20 Children under the age of 16 must be accompanied by an adult in the locker rooms

21 Cellular phones are prohibited in the Clubhouse, Golf Course, Fitness Center,and Tennis Courts for voice transmission However, they can be used for texting in all areas of the Club Any member or guest can use their cellular phone in the Club’s parking lot, the North and South Veranda off the front of the Clubhouse, and the Halfway House.

22. The Club is not responsible for lost or stolen articles. If any articles are found by an RBCC employee, the Club will retain such property for 30 days; members should contact the Clubhouse regarding any misplaced items. Items whose owners cannot be identified will be donated to charity. RBCC will make reasonable efforts to identify the owners of any lost property.

23 The 19th Hole and Eagles Nest bars are an “adults only” area No one under the age of 21 is permitted

RESERVATIONS & CANCELLATIONS

Please cancel your reservation 72 hours or more in advance. This will ensure those that may be waiting for a spot will be accommodated. Any cancellation within 72 hours of the event, or a no show, will have the amount of the event charged to their account We will be sure to note that the 72-hour cancellation policy applies to an event by stating it on any advertisement or promotional material

GRATUITIES

For the convenience of the members, a gratuity percentage, as determined from time to time by the Club, will be added to all food and beverage sales. A member may increase the gratuity percentage by signing the chit invoice and including the amount of gratuity the member deems appropriate. If service does not meet RBCC standards, members are encouraged to please contact the General Manager promptly.

CHILDREN

Members are responsible for the conduct and safety of their children and the guests’ children Children under 12 must be supervised at all times by an adult while at the Club

DRESS CODE AND CLUBHOUSE GUIDELINES

Rehoboth Beach Country Club’s dress code is meant to enhance all members’ experiences while being respectful of the diversity of our membership. Members, their families, and guests, shall abide by these guidelines. As a premier golf, tennis, swim and social club, all attire at RBCC should be tasteful and reflective of a country club setting.

In general, golf shirts or collared shirts are required for gentlemen while in the Clubhouse and on the 1925 Terrace Shirts designed to be worn untucked are acceptable inside the Clubhouse Ladies may wear sleeveless shirts with collars or stylish non-collared shirts

When wearing fitness and swim attire, Members and guests are required to use exterior side entrances to access the locker rooms.

Dress/dark wash denim attire is acceptable in all venues except the 1925 Room. Denim attire includes jeans, shorts, skirts, jackets, and shirts. Distressed denim (including jeans with holes or tears) is not permitted to be worn on Club property.

Gentlemen’s hats are allowed on the 1925 Terrace and Bayside Patio

Swim attire, swim coverups and bare feet are permitted only in the pool facility, pool snack shack and the pool changing area. For safety reasons, non-slip footwear is required in all tiled areas. Children under 16 should utilize the pool changing areas and must be accompanied by an adult if entering the men’s or women’s locker rooms. Swim coverups are acceptable on the Bayside Patio until 5PM. All swim attire should be appropriate for RBCC’s family friendly Club and grounds.

Attire displaying messaging, slogans, or images that contain political, religious, or controversial statements is not acceptable on Club property We must remain respectful of our diverse membership

The dress code guidelines may be relaxed or revised for an event or venue and notification of such will be communicated by the General Manager or designee. Exceptions to the dress code may be discussed with the General Manager in advance.

All electronic devices, including mobile phones, iPads, children’s toys, and games, etc., must be switched to silent/vibrate while inside the Clubhouse or outside on the 1925 Terrace or Bayside Patio

BAYSIDE GRILL AND BAYSIDE PATIO - CASUAL DINING

Members will appreciate the casual, informal atmosphere of the Bayside Grill and Bayside Patio. In the Bayside Grill there are plenty of TVs for viewing pleasure or enjoy watching pizzas being made while sitting at the counter.

The Bayside Patio has ample seating, two fire pits and outdoor games that will appeal to all ages. Casual attire consistent with the dress code as stated in the General Clubhouse Guidelines is welcome. Dry swim attire, with appropriate coverups, is permitted on the Bayside Patio until 5PM

1925 ROOM- REFINED DINING

The 1925 Room is a refined dining area where the atmosphere is tranquil, and members will be able to enjoy quiet conversation and a relaxed environment. Proper decorum is expected of all diners in the 1925 Room.

In the 1925 Room, the attire is smart casual. For gentlemen, long pants and collared shirts are preferred and dress shorts are acceptable. Comparable attire for ladies is suitable. Closed toe shoes for gentlemen and sandals for ladies are acceptable.

1925 TERRACE -ADULT DINING AND FIRE PIT LOUNGE AREA

On the 1925 Terrace, collared shirts, shorts and long pants for gentlemen and slacks/shorts/skirts/dresses for ladies are acceptable.

EAGLES NEST BAR AND 19TH HOLE BAR -ADULT DINING

These venues are designed as gathering and dining areas for adult members and their guests, age 21 and older. The 19th Hole Bar is also available for private parties.

Collared shirts, shorts and long pants for gentlemen and slacks/shorts/skirts/dresses for ladies are acceptable

GOLF RULES AND REGULATIONS

The following Rules and Regulations have been adopted by the Board of Governors to assure the safety and enjoyment of the membership The Golf Professional Staff is directed to enforce the Rules and Regulations and to report to the Board through the Green or Golf Committee Chairman any repeated violations A reported or repeated violation by a member, or guest of a member, may result in suspension of privileges.

I. The following Rules of Golf Etiquette shall be observed:

Allow faster groups to play through. a.

Repair all divot holes in the fairways by replacing the divot or sanding. b.

Rake sand traps and leave the rake outside of the trap. c.

After exiting a sand trap, clean the bottom of your golf shoes before walking on the green d

Repair all ball marks; yours and others e

If you sit down for lunch at the Halfway House or Clubhouse, you lose your position, and may only resume play when a enough of a gap occurs. f

Observe all signs and stakes to help protect the course. g.

Refrain from use of abusive and profane language h.

Use the ashtrays that are provided for cigarettes and cigars. i.

Dispose of your broken tees. j.

While driving a golf cart maximize the use of the cart path. k.

II. The following dress code applies to all members, guests, visitors, and spectators of RBCC for the Parking Lot, Golf Shop, Practice Areas, and Golf Course:

Men (ages 18 and over):

1. Collared shirt required.

2. Mock turtlenecks & blade collars are permitted.

3. All tops must always remain tucked in.

4. Soft spike and spikeless golf shoes only.

5 Headwear must be worn with brim forward

6 Headwear must be removed once indoors

7 See also, “prohibited attire”

Women (ages 18 and over):

1. Collared shirt recommended.

2. Mock turtlenecks are permitted.

3. Tops designed to be tucked in must always remain tucked in.

4. Soft spike and spikeless golf shoes only.

5 Headwear must be worn with brim forward

6 Headwear may be kept on indoors

7 See also, “prohibited attire”

Juniors (ages 17 and under):

1. Collared shirt required.

2. Mock turtlenecks are permitted.

3. Tops designed to be tucked in must always remain tucked in.

4. Soft spike and spikeless golf shoes only.

5 Headwear must be worn with the brim forward and removed once indoors

6 See also, “prohibited attire” (note: sneakers are permitted)

Prohibited Attire:

1. Jeans/denim of any color/style, sneakers (except for juniors), tee shirts, bathing suits, tank tops, halter tops, racer back shirts, jogging suits, sweatpants, cargo shorts, and/or cut-offs.

2. Shorts/skorts/skirts (any bottom) covering less than half of a person’s thigh.

3. Golf shoes with metal spikes.

III. Power Carts:

Are to be utilized by not more than two individuals and two golf bags a Are limited to a maximum of two carts per group. b.

Exception: Approved five-some requiring a third cart

Are to be driven by individuals who are 16 years of age or older. c.

Must return to the cart path prior to the green fairway markers. d.

Must not ride in obvious wet or puddled areas. e.

Must stay on cart path near all teeing grounds. f.

Must not ride in or through any newly sodded areas (marked or unmarked) g Regarding cart restrictions, must obey signage posted on the 1st & 10th tees: h

Cart Path Only, 90 Degrees, or Fairway Only

IV. Rules for Red Flags:

The red flag rules seek to balance the physical limitations of our members while protecting the fragile green side turf and slopes. Any violation of the rules listed below may result in loss of red flag privileges:

Regarding Cart Restrictions, must obey signage posted on the 1st & 10th tees: a.

Cart Path Only, 90 Degrees, or Fairway Only

When “Cart Path Only” restrictions are enforced for one or both nines, you must stay on the cart path unless specific instructions state otherwise b.

Must keep cart at least 10 yards from all greens c

Must keep cart off all slopes and mounds d

Must not ride in obvious wet or puddle areas. e.

Must stay on cart path near all teeing grounds. f.

Must not ride in or through any newly sodded areas (marked or unmarked). g. Approval is for one year only. h.

New applications must be submitted each season. i. Applications are available in the Golf Shop. j.

V. Starting Times, Event Registration, Lesson Booking

Procedure:

Log on to the Club website. (www.rehobothbeachcc.com)

1. All members must have their unique login to the Club website.

2.

Once on the Club’s homepage, click “Tee Times”

3. Additional instructions are available in the Golf Shop.

From this page, you may reserve a starting time, register for an event, and more.

4.

Parameters:

Starting times are taken January through December 1

Starting times are available 10 days in advance beginning at 7:30am 2

3.

All “holds” that are used as player placeholders when a time is created will automatically drop 5 days prior to the starting time. Once the holds are dropped the time is open for members to add. The member is responsible to add member names to the starting times prior to the holds automatically dropping. The Golf Shop is not responsible for changing foursomes if “holds” drop and are filled with other members.

4

Prearranged times may be given in advance of any restriction by the Golf Professional or Golf Chairman for unusual circumstances

Lottery System:

Lottery system is in place for Friday through Sunday, peak season only. 1. Members must submit a lottery request through the club website or, by calling the Golf Shop. 2.

Lottery requests can be submitted 2 weeks in advance. 3. Lottery requests will close at 11AM on the Monday before the given weekend. 4. Starting times are drawn and finalized by 12:00PM. 5.

Email confirmations will be sent to all members within the given tee sheet 6

1. If you are unable to make your starting time, you must contact the Golf Shop by 8:00pm the night before your starting time. If you are unable to remove your name using your computer or mobile device, please contact the Golf Shop If it is after hours, please leave a message regarding the cancellation and the Golf Shop will remove the time upon opening

3

It is the responsibility of each individual Member to contact the Golf Shop or remove their name using their computer or mobile device if they are unable to make their starting time. This policy is in place every day of the week. All cancellation inquiries are at the discretion of the Golf Professional and/or Golf Committee.

2. Failure to follow the above policy will result in a $25 00 cancellation fee for all members of the starting time.

4.

If a Member were to have guests and they no show/no call, a $50.00 cancellation fee will be charged for the guests.

5.

If a cancellation of a group occurs after 8:00pm the night before and the starting time gets re-booked by another member group, the cancellation fee is waived.

6.

A repeat offender (2nd time offender of the cancellation policy) results in the loss of advance starting privilege for a period of one week plus the $25 00 cancellation fee This member will have the ability to make a starting time “day of” only

7 Any member who does not adhere to the cancellation policy will receive a friendly letter from the Golf Committee stating the loss of advance starting time privileges.

9.

A repeat offender (3rd time offender and up) results in the loss of advance privilege for a period of 3 weeks plus the $25.00 cancellation fee. This member will have the ability to make a starting time “day of” only.

8. If course conditions cause a member group to cancel their time, including but not limited to, “Cart Path Only”, “extreme heat”, or additional “weather related” circumstances. The cancellation will not result in a cancellation cart fee charge to their account

Member Group Requests:

Any Golfing Member(s) that wish to request group starting times can request a maximum of three consecutive starting times. (Each starting time must include at least one Member.) As in previous years, requests of this nature will receive the nearest time(s) that are available.

VI. Club Use Policy for Children:

An adult must accompany children under the age of 10 on the golf course including practice areas

Parents of children under the age of 21 are responsible for their children’s behavior and any damages they may cause to Club property

Juniors over the age of 18 may play in Club Events. Juniors under the age of 18 must have a handicap index of 7.0 or less for men and 12.0 or less for women to compete in the Club Championship.

VII. Guest & Social Restriction:

A guest or Social Member may only make use of the course six times per person on the Membership per calendar year at the current guest rate. Social golf rounds are limited to 1:00pm or later. Select (Nonmember tournaments) outings do not count against this limit. The Golf Committee or the Golf Professional may allow additional times at their discretion without interfering with the intent of this rule. Social members may not host guests for golf.

No more than one guest is permitted on Memorial Day, July 4th, and Labor Day weekends, i.e.; one couple may bring a guest couple Immediate family members are exempt

VIII. Fivesomes:

Fivesomes are not permitted before noon and any time on holidays. Prior to teeing off, any group that wishes to play in a 5-some is required to make such announcement to one of the Golf Professionals and/or Starter. Properly registered 5-somes must adhere to posted pace of play guidelines. If determined by the Golf Staff, to restore proper pace of play a given 5-some will be required to form a single group of 4 or less. In addition, it may be required that hole(s) are skipped. Unannounced 5-somes are not permitted and will be required to form a single group of 4 or less.

IX. Competitive events will be governed in accordance with the Rules of the United States Golf Association.

X. The golf course and improvements thereon are for the purpose of playing the game of golf. Thus, fishing, hunting, dog walking, jogging, bicycle riding, etc., are prohibited.

XI. Ball hawking is prohibited. Searching for your ball is permitted without undue delay of play.

XII. Unaccompanied Guest Policies and Procedures:

In the Off Season (10/1 – 4/1) a Golfing Member may sponsor a maximum of eight (8) unaccompanied guests on any given day

All unaccompanied groups must complete a guest privilege form prior to arriving on property. Clubhouse/Social Members will not be permitted to sponsor unaccompanied guests to play golf. It is at the Golf Professional’s discretion to the day and time an unaccompanied guest can have a tee time. The sponsoring member can request arrangements up to fourteen (14) days in advance. Monday and Wednesday afternoons, and Thursday mornings will be the most opportune times for guests. The Club has established an unaccompanied guest fee of $200 00 for greens and cart fee per guest All guest fees will be charged to the sponsoring Members account The Club will not accept cash or credit cards

During the months of June, July, and August members may host up to a maximum of 11 guests (3 starting times) per day. During all other months, Golfing Members may host up to a maximum of 23 guests (6 starting times) per day. All guests will be charged the appropriate season’s guest fee. (Peak or Off Season) Any such requests should be made a minimum of two weeks in advance and will be scheduled at the discretion of the Golf Professional and/or Golf Chairman to avoid non-peak times.

XIII. Hole-In-One:

Hole-in-one Definitions:

The hole-in-one must be made at Rehoboth Beach Country Club. Outside events and Member-Guests are covered by the fund for the 2nd party only.

A complete 9 or 18 holes must be played for the hole-in-one to be valid.

The hole-in-one must be witnessed by at least one other person within your twosome, threesome or foursome.

A guest playing with a member qualifies as a witness

A child (at least 14 years old) playing with adult member qualifies as a witness

A hole-in-one on the 19th hole is valid so long as the playing of the 19th hole is only after a completed 9or 18-hole round and made on the first attempt.

Hole-in-one Insurance Fund:

The Hole-in-one Insurance Fund was created to generate a pool of money that would be used to provide complimentary drinks for all regular golfing members in celebration of a member’s unique accomplishment.

Each RBCC regular golfing membership is charged $10 00 and are entered into the Hole-in-one Insurance Fund

The Hole-in-one Insurance Fund is reconciled after each celebration When required, the Hole-in-one Insurance Fund will be replenished by automatic assessment in the amount needed to replenish the fund. RBCC staff will determine the amount of assessment needed and this amount will be added to the member’s monthly club statement.

Minimum age is 21 to be a Hole-in-one Member.

The Hole-in-one Insurance Fund is maintained and managed by RBCC staff.

Hole-in-one Insurance Parties:

Each RBCC member who has a hole-in-one is entitled to two separate parties of which the Hole-in-one Insurance Fund covers (See section A for non-member events and Member-Guests)

Only Golfing RBCC Members (and spouses) are eligible to have their drinks covered by the Hole-in-one Insurance Fund. Non-Regular Members and all guests will not be covered by the fund.

Party one takes place the day of the hole–in–one. This party takes place for two hours at the conclusion of the member’s round. (See section A for non-member events and Member-Guests)

The member must also fill out their party contract in the Golf Shop to schedule their 2nd party.

Party two takes place within two weeks of the accomplishment (club schedule permitting) This party takes place for two hours on the date chosen

Only regular RBCC golfing members are eligible to have their drinks covered by the Hole-in-one Insurance Fund. Non-regular golfing members and guests will not be covered by the fund.

No premium alcohol will be served for the parties and the price must not exceed $10.00 per drink.

XIV. Member Event Purchasing Policy:

All member event Tee Gifts, Prizes, and Trophies must be purchased through the Rehoboth Beach Country Club Golf Shop. With the following exception: A committee may purchase only tee gifts or prizes through outside vendors if the Rehoboth Beach Country Club Golf Shop does not have a provider for such items that are essential to the given event (i e Tee Gift that coincides with a given theme for a Member-Guest ) Note: Any prize payout in the form of gift certificates must be through the Rehoboth Beach Country Club Golf Shop.

XV. Spectator Policy: No spectators are permitted on the course, unless otherwise permitted

XVI. Practice Facilities:

The green committee recommends that all practice sessions be held by utilizing the back driving range and all warmup sessions prior to play utilize the front driving range. Practice is confined to areas so designated. Range balls are not to be utilized other than in practice areas.

XVII. Pairings Policy:

When feasible, prior to 2:00pm and between May 1st and September 30th, the Starter and Golf Shop Staff have the authority and obligation to pair singles, twosomes, and/or threesomes into threesomes/foursomes to maintain pace of play, maximize starting times, and promote member interaction. For all other starting times, on the same day of play, Members may join any group that is not filled.

XVIII. Cell Phone Policy – Restricted Areas:

Cellular phones are prohibited in the Clubhouse, Golf Course, Golf Shop, Tennis Courts and Swimming Pool for voice transmission; however, they may be used as a pager in the silent mode

XIX. Cell Phone Policy – Unrestricted Areas:

Any member or guest may use their cellular phone in the Club’s parking lot, the North and South Veranda off the front of the Clubhouse and Halfway House.

XX. Reciprocal Policy:

For outside events, such as charity tournaments we host, when our schedules allow, we have a reciprocal arrangement with King’s Creek Country Club and Peninsula Country Club. All reciprocal arrangements must be made through the RBCC Golf Shop This season’s reciprocal play will be announced later, and each reciprocal day will be available to view on the tee sheet

XXI. Caddies:

RBCC is pleased to continue to sponsor an Evans Scholars Caddie Program this season. The nation’s largest scholarship program for golf caddies, it currently provides tuition and housing support to more than 870 students attending 19 universities. As the first Club in the state of Delaware to host such a program, RBCC’s participation in this program will ensure some of that support could go to local youth in our community. Caddie eligibility includes the following Evans Scholars criteria:

a Excellent academics: Applicants must have completed their junior year of high school with above a B average in college preparatory courses and are required to take the ACT.

Strong caddie record: Applicants must have caddied, successfully and regularly, for a minimum of two years and are also expected to caddie and/ or work at their sponsoring club during the summer when they apply for the scholarship.

b. Demonstrated financial need: Applicants must clearly establish their need for financial assistance.

d.

c. Outstanding character: Applicants must be outstanding in character, integrity and leadership.

e.

To request a caddie please sign-up using the tee times mode of transportation drop down menu or contact the Golf Shop Caddies will be made available on a first come first serve basis We have a limited number of Senior Caddies (cash payment only) and a limited number of Junior Caddies Junior Caddies are supplied at no charge to the member (cash tip is recommended)

XXII. Local Rules:

USGA RULES APPLY. a.

b.

c.

French Drains are ground under repair.

Embedded Ball Rule. Through the green, a ball which is embedded in its own pitch mark, may be lifted without penalty, cleaned and dropped as near as possible to where it lay but not nearer the hole.

d.

DROP AREA: An optional drop area is marked by a white circle on hole #19. You may not improve your lie when taking relief within this area

e

f

All RBCC ornamental flower beds are treated as Ground Under Repair (Rule #25)

All un-mown wild grass areas are to be treated as lateral penalty areas

g. Out of bounds on hole #18 is defined as the right edge of the cart path from the stake at the first turn to the last stake at the back of the green. If any part of your ball is touching or hanging over the edge of the cart path, the ball is in bounds.

AERIFICATION HOLES: Through the green a ball which comes to rest in or on an aerification hole may be lifted without penalty, cleaned and dropped, as near as possible to the spot where it lay but not nearer the hole. On the putting surface, you may place the ball as near as possible to where it lay.

h. Tapping down of spike marks is permitted i

XXIII. Competition Scores:

By Committee decision, in addition to any outside stroke play events (USGA, DSGA, MSGA, etc.) all Club events in which individual stroke play is conducted must be posted as “Competition Scores.”. The Handicap Chairperson and Golf Committee will determine any additional events that require a Competition Scores to be posted.

XXIV. Inclement Weather Warning:

Thor Guard Lightning Prediction System: Stop play if you feel in danger at any time All play and outdoor activities are required to suspend play at the sound of the automatic siren (one long blast) and cannot resume until after the sound of the all clear automatic siren (three short blasts)

PACE OF PLAY

Rehoboth Beach Country Club’s pace of play policy requires that all eighteen- and nine-hole rounds be completed within four- and two-hour time periods, respectively. At the direction of the Board and Golf Committee, the Golf Staff will enforce this policy using Starters, Rangers, and Golf Professionals. The Board and Golf Committee thank all members and guests in advance for their cooperation. The following procedure is in place to further the enjoyment of the game for all members and guests:

To improve all member and guest experience on the Golf Course, the Golf Committee has developed a new process to track pace of play. The new policy is based upon the number of times a group is approached during a stipulated round

1st Contact: A staff member will speak with and document information which includes the start time of a group and at what point they fell out of place on the golf course

2nd Contact: The staff member will again speak with and document information.

3rd Contact: Will result in a friendly letter from the Golf Committee reminding groups of their responsibility to maintain the proper pace on the Golf Course.

2 Pace Letters: Can result in the Golf Committee limiting the time of day a group can schedule a starting time (Ex. After 1pm).

In general, and part of Golf Etiquette, when possible, a slower group should defer their position to a faster group allowing the faster group to “play through.” This offer should be made at the earliest and most appropriate opportunity. (Even if the expected pace of play is being upheld by the slower group.) Please also consult with our PGA Professionals about the many helpful ways to speed up play. The intent of this program is to make the game of golf more enjoyable for all members and guests. Once again, thank you in advance for your support and cooperation.

Notice: Mulligan’s will be prohibited between April 1st and October 31st.

SOCIAL MEMBER GOLF RULES

Social Members receive six rounds of golf per year per person on the membership account These six rounds are non-transferable One round can be 9 holes or 18 holes Select (non-member tournaments) outings do no count against this limit

Tee times must be scheduled with the Golf Shop after 1pm, unless playing with a Regular Member. One of the six rounds is still considered a Social Member round if playing as a guest of a Regular Member.

Social Members do not have guest privileges for Golf.

Social Members pay greens fees.

Use of the driving range is permitted an unlimited amount of times at $10 per visit. Call or check in at the Golf Shop prior to heading out to the Driving Range.

Social Members are permitted to take lessons and participate in clinics Contact the Golf Shop or Lead Instructor Chris Gray, chris@rehobothbeachcc com, for more information

Use of the Simulator Room is permitted Contact the Golf Shop to schedule your block of time

GREEN COMMITTEE STATEMENT OF STANDARD PRACTICES

Variations in standard maintenance practices for the care of the golf course and surrounding Club grounds are the sole responsibility of the Green Superintendent The Green Superintendent will be aware of, and alert to scheduled golf activities He will adjust the course maintenance schedule, as necessary, to provide minimal disruption of play on a day-to-day basis.

It is understood that there will be times during scheduled golfing activities that the Green Superintendent and his assistants must direct additional course maintenance activities. These activities include, but are not limited to, mowing, watering, ongoing repair activities on closed holes, and any other maintenance work deemed necessary by the Green Superintendent.

Assignment of course work activities is the direct responsibility of the Green Superintendent and his assistants Please be reminded that Club Members may not stop or redirect maintenance activities by grounds keepers at any time.

Questions or concerns related to maintenance practices may be directed to the Green Committee Chairman. Questions and solutions are addressed in each monthly Green Committee meeting.

RACQUETS RULES & REGULATIONS

I. The Rules of Tennis Etiquette shall be observed:

The tennis courts will open upon completion of the annual Spring reconditioning, which happens late March or early April, weather dependent

Members must register their guests at the Pro Shop (Members check-in at the Pro Shop).

Children under the age of twelve (12) are not allowed on the courts without adult supervision, unless otherwise permitted by the Pro Shop.

Reservations are for 90-minute blocks.

Reservations should be made through the RBCC website.

Observe all signs and rules on the tennis courts.

Be courteous to those who are playing.

Refrain from use of abusive and profane language and racquet throwing

Pick up all equipment and trash from your area before leaving the court

The Pro Shop is authorized to implement temporary rules as may be necessary during inclement conditions and peak periods of play.

II. The following dress code applies to all members, guests and visitors of RBCC on the tennis courts:

Men (ages 18 and over)

All collared, mock, and dry-fit tennis shirts, shorts, and pants with small logos.

Shoes specifically designed for Har Tru tennis courts.

Head wear worn with brim facing forward

Women (ages 18 and over)

All collared, mock, and dry-fit tennis shirts, dresses, skirts, shorts and pants with small logos.

Shoes specifically designed for Har Tru tennis courts.

Head wear worn with brim facing forward.

Juniors (ages 17 and under)

All collared, mock, and dry-fit tennis shirts, dresses, skirts, shorts and pants with small logos

Shoes specifically designed for Har Tru tennis courts

Head wear worn with brim facing forward

Strictly Prohibited:

Jeans/denim of any color/style, t-shirts, bathing suits, halter-tops, cargo shorts, cut-offs, and non-tennis tank tops.

Any footwear that is not specifically designed for Har Tru tennis courts.

TENNIS HOURS AND FEES

Courts Open: 8am- Sunset (weather permitting)

Guest fee: $15/guest

FITNESS FACILITY RULES

Our Fitness Center is a state-of-the-art, self-service gym which is located on the second floor of the Golf Building There are no attendants We rely on our members to treat the Fitness Center with respect and to report any conduct unbecoming a member to our Business Office

Our primary objectives are to offer a facility that adds value for current and prospective members, and to protect the integrity and professionalism of the Golf Operation.

In the interest of ensuring a safe, sanitary and fun fitness facility, the following guidelines must be followed by all users.

Access is limited to RBCC members and their registered guests. a.

Trainers must be accompanied by a member b

Trainers must be preregistered at the Business Office c

Children under 16 must be accompanied by a parent or a trainer d

Hours of access are 5 AM to 11 PM. You must exit the building by Midnight. e.

f.

Entrance and exit is via the outside door to the Fitness Center using your fob. Do not enter or exit through the Golf Shop or through the Fire Escape door.

g.

Proper gym attire is required. Shirts and athletic shoes are required at all times. Pool clothing including sandals and flip-flops is not appropriate attire.

Food and beverages other than bottled water are not permitted. h.

Limit your time on the equipment to 30 minutes when others are waiting i

Restrict your Fitness Center workouts to the raised floor areas The “non-raised” areas near the main entrance and the fire escape door transmit excessive noise to the Golf Shop

Do not drop the dumbbells or the weight stacks. k.

Do not open any of the windows. l.

Wipe all equipment and mats when you are finished and return them to the original location. m.

Turn off the lights and the TVs when you leave. n.

o.

Report non-working equipment or problems to the Club Business Office (302-227-3811)

FITNESS CENTER GUEST POLICY

Guests must be accompanied by a member

Guest registration is an honor system managed by the host member.

Sign in all guests using the Guest Log near the entrance.

Daily fee per guest: $15 Memorial Day to Labor Day, $7.50 off season

There is no limit to the number of visits per guest.

There is a limit of three guests per member per visit.

Any questions should be directed to the Business Office (302-227-3811).

POOL RULES

1.

Use of the pool facilities is at the swimmer’s own risk.

Swimming is permitted only during designated open hours of the pool 2

3

The pool staff has full authority to enforce the Club’s pool rules, any unresolved infractions will be reported to the Club Manager In case of a dispute, a member should obey the lifeguard or pool staff, and contact a member of Management at their earliest possible convenience to help in resolving the dispute. A lifeguard is technically a Club employee, and as such, should not be reprimanded, abused, or embarrassed by a Club member or their guests. Questions or complaints regarding pool policy are to be directed to the Pool Chairman or the General Manager.

5

4. All swimmers must wear bona fide swimming attire Cutoffs, gym shorts, Brazil/French-cut, thong style and/or revealing swim wear are not permitted

7.

Members must be registered and must register their guests upon entering the pool area. In the event a member fails to register their guests, the Club reserves the right to charge guest fees to the member’s account without the member’s signature

Incontinent (either temporary or permanent) patrons must be clothed in snugly-fitting waterproof pants (double-lined rubber or plastic) designed to prevent the introduction of urine and fecal matter into the pool. This waterproof pant should be worn over a properly fitted swim diaper. Swim diapers (i.e., “Little Swimmers”) alone are not sufficient. Disposable diapers are never allowed in any pool

6. Should a patron have an incident which requires the closure of the pool, the patron and their family is required to leave the pool grounds immediately.

Children who require swim diapers and rubber pants must be accompanied by a responsible adult actively swimming with the child and within arm’s reach Non-swimmers and children using flotation devices must be accompanied by a responsible adult actively swimming with the child and within arm’s reach. Sitting on the side of the pool deck does not constitute actively swimming. The responsible adult must be in the pool with the non-swimmer or child at all time. 8

9.

Diaper changing on the pool deck, tables, chairs, lounges or snack bar area is strictly prohibited. The snack bar restrooms are equipped with baby changing tables

The wading pool is for children 6 years old and under. Children using the wading pool must be accompanied by a responsible adult at all times The wading pool area is not actively guarded by RBCC lifeguards

Running and noisy or hazardous activity will not be permitted in the pool area Pushing, dunking, and dangerous games are not permitted.

Snorkeling equipment, other than a mask, ball throwing, and float usage may be used at the discretion of the lifeguard or manager. 12.

Audible audio devices are not permitted in the pool area except when used with earphones. Cell phones must be in silent mode and only used for text, email, or browsing purposes.

Persons using pool furniture must cover the furniture with a towel when using suntan lotions. The use of these preparations stains and damages furniture

Saving chairs for persons absent from the pool is not permitted

Glass objects, drinking glasses, beverage coolers, and sharp objects are not permitted in the pool area 16

Ordering food from outside sources for delivery to the pool is not permitted. 17.

18.

Food is not permitted in the pool area. Beverages are allowed, but only in unbreakable containers.

All persons using the pool area are urged to cooperate in keeping the area clean by properly disposing of towels, cans, etc.

19. Smoking is not permitted on the pool deck.

20. Private parties may be held in the pool area only with the prior approval of the Club Manager.

21. Pets (with the exception of service animals) are not permitted in the pool area.

22. Children 12 and under must be accompanied by an adult (18 years of age or older). There is no guest charge to the member for a nanny or babysitter

23 Groups of 15 members or 8 guests or more must notify the Clubhouse at least 24 hours in advance

24. Diving blocks are not to be used outside of Swim Team or swim lesson hours.

RBCC DIVING BOARD RULES

Only one person is allowed on the diving board at a time 1. Forward diving only - divers must dives straight out from the front of the board 2. Divers may not spring more than once on the diving board 3. Swimmers must immediately swim to the side after diving 4

Divers are not permitted to adjust the fulcrum 5

RBCC POOL GUEST POLICY

Members are allowed to bring guests to the pool. Members’ children that are age 23 and older and who are not Junior members are considered guests and must pay the appropriate fee and must be accompanied by a member. Each individual guest of the member may use the pool a maximum of 10 times per calendar year. Each guest including children and grandchildren must be registered in the daily pool log. The member must be on the RBCC property while guest/guests are at the pool. The member’s account will be charged the daily fee for each guest using the pool In situations where a guest will be staying with a member for an extended period of time, the Pool Committee Chairperson or Club Manager will have the discretion to expand the 10 times per calendar year guest policy

SCHEDULE OF DUES & CHARGES (FY25)

Regular Member Dues

Regular Member Renovation Assessment

Totals:

Social Member Dues

Social Member Renovation Assessment

Totals:

Legacy Regular Member 21-34 Dues

Legacy Regular Member 21-34 Renovation Assessment

Totals:

Legacy Social 21-34 Dues

Legacy Social 21-34 Renovation Assessment

Totals:

ADDITIONAL BILLING INFORMATION

Membership Dues are billed one month in advance

Membership Capital Dues are billed in the month for the month

Please make any online payments no later than the 25th of the month to prevent late fee charges. A convenience fee of 3% will be added to payments processed by credit cards.