Fourth Amendment to Club Bylaws

FOURTH AMENDMENT TO BYLAWS OF IRON HORSE GOLF CLUB, INC. Page 1
FOURTH AMENDMENT TO BYLAWS
OF
IRON HORSE GOLF CLUB, INC.

This Fourth Amendment to Bylaws of Iron Horse Golf Club, Inc. (the “Fourth Amendment”) amends the Bylaws of Iron Horse Golf Club, Inc., as previously amended by the Amendment to the Bylaws and Plan for the Offering of Memberships of the Iron Horse Golf Club, Inc., the Second Amendment to Bylaws of Iron Horse Golf Club, Inc., and the Third Amendment to Bylaws of Iron Horse Golf Club, Inc..

I. Effective Date of Fourth Amendment. The effective date of this Fourth Amendment shall be August 1, 2017 (the “Effective Date”).

II. Amendment to Sections 6 and 10 of Article X – Equity Memberships. Sections 6 and 10 of Article X of the Bylaws of Iron Horse Golf Club, Inc. are hereby amended and replaced in their entirety with the following Sections 6 and 10:

6. Membership Contributions.
Persons desiring to be Members of the Club must pay the Club the membership contribution established for memberships on the date of application. The amount of the membership contribution for all memberships in the Club will be set by the Board of Directors of the Club from time to time at any level the Board deems appropriate in its reasonable discretion.

10. Resignation and Transfer of Memberships.
a. Equity Memberships are not transferable or assignable except as provided in this Section 10 or Section 11 of Article X.

b. All transfers, assignments or changes in ownership of Equity Memberships must be made through the Club by resigning the Equity Membership to the Club and arranging for the Club to reissue the membership to a successor member (a “Transfer”). Members who desire to resign their memberships to the Club must give the Club written notice of their resignation and that their memberships are available for the Club to reissue. Such form of notice of resignation shall be in a form approved by the Club from time to time. The Club will maintain a resigned member’s waiting list of members who have resigned their memberships and want the Club to reissue their membership (the “Re-Issue Waiting List”). The Club will also maintain, if necessary, a list of persons who desire to acquire each category of membership in the Club. The Board of Directors of the Club may require a resigning Member to pay a deposit, in an amount determined from time to time by the Board, as a condition to a resigning Member’s membership interest being placed on the Re-Issue Waiting List. The deposit, if required, will be credited against the capital contribution to be paid by the resigning Member to the Club upon the reissuance of the membership interest.

c. An Equity Member who owns a residential home or homesite in the Community may arrange for the Club to Transfer his or her membership to a bona-fide subsequent purchaser of the home or homesite upon approval of the subsequent purchaser’s membership application by the Club. The Transfer of such a membership is not subject to any waiting lists and is not required to be listed on the Re-Issue Waiting List. The procedure for such a Transfer shall be as follows:

i. The resigning Equity Member who owns a residential home or homesite in the Community must: (a) submit a signed copy of the buy-sell agreement for the residential home or homesite to the Club; and (b) submit to the Club a resignation in writing stating that such Member is selling such Member’s residential home or homesite in the Community and that the resignation shall become effective following the closing and transfer of title to the home or homesite and the acceptance of the purchaser as a Member;

ii. The purchaser must make application to the Club for membership;

iii. Upon the resignation becoming effective, as hereinabove provided, the resigning Member shall deliver to the Secretary of the Club such Member’s membership certificate; and

iv. The membership contribution to be paid to the Club by such purchaser shall be the amount of the membership contribution in effect at the time of the purchaser’s application for membership. After the purchaser’s membership application has been approved and upon the Club’s receipt of the purchaser’s membership contribution, the Club shall promptly remit to the resigning Member the refund of the Member’s Share (as defined below) of the membership contribution, less any dues, fees, charges, assessments or capital contribution amounts owing to the Club, calculated in accordance with Section 10.h and 10.i, below. As soon as practical thereafter, the Secretary of the Club shall cancel the membership certificate of the resigning Member and issue a new membership certificate to the purchaser.

d. If a resigning Member does not so arrange for their membership to be reissued to the subsequent purchaser of their home or homesite, the resigned membership will be placed on the Re-Issue Waiting List.

e. If no one is on the list of persons who desire to acquire a membership, the resigned membership (other than a resigned membership to be reissued to the subsequent purchaser of the member’s home or homesite in the Community) will be placed on the Re-Issue Waiting List to be reissued on a first-resigned, first-reissued basis. Upon the Effective Date of this Fourth Amendment, any Member whose membership is listed on the Membership Sales List under the Club’s Market Based Pricing Policy shall be placed on the Re-Issue Waiting List and such memberships shall be deemed to have been resigned on the date such memberships were first placed on the Membership Sales List. Additionally, at any time that the Club membership is less than the membership cap then in effect, the Club shall have the right to elect to issue additional membership interests up to the membership cap amount. Upon the Club’s election to issue additional membership interests, the membership interest to be issued by the Club will have priority and will be the next membership issued. Thereafter, membership interests to be issued by the Club shall be issued on a 1 to 1 ratio with Member owned memberships (i.e., for every one additional membership interest to be issued by the Club, one Member owned membership will be reissued from the Re-Issue Waiting List).

f. If a resigned Member declines to have the Club reissue their membership interest at the time such resigned Member’s membership interest is first on the Re-Issue Waiting List, such resigned Member will forfeit any deposit paid to place their membership on the Re-Issue Waiting List. Additionally, if such resigned Member wishes to keep their membership on the Re-Issue Waiting List, the resigned member must pay an additional deposit, at the then current rate, and such resigned member’s membership interest will go to the bottom of the Re-Issue Waiting List.

g. An Equity Member may Transfer his or her membership to his or her adult child over the age of 18 through the Club. The Transfer will be subject to the approval of the Club and to such capital contribution or transfer fee determined by the Club from time to time. The membership will not be subject to any waiting lists.
h. Unless otherwise provided in the resigning Member’s Membership Purchase Agreement, the amount of the membership contribution to be refunded to the resigning Member (the “Member’s Share”) upon the Transfer of a membership is eighty percent (80%) of the amount of the membership contribution paid by the successor member. The Club shall have the right to deduct any dues, fees, assessments, charges, capital contributions or other amounts that the Transferring Member owes to the Club from the Member’s Share prior to payment of the Member’s Share to the resigning Member. The Club will retain the other twenty percent (20%) of the membership contribution paid by the successor member (the “Club Share”).

i. Upon the Club reissuing a membership interest to a successor member, the resigning Member shall pay a capital contribution to the Club. The capital contribution due upon the Transfer of a Golf Membership shall be as follows:

i. For Transfers completed on or after August 1, 2017 and before August 1, 2018, the Capital Contribution shall be the greater of $25,000.00 or 20% of the Resale Price; and

ii. For Transfers completed on or after August 1, 2018, the Capital Contribution shall be the greater of $30,000.00 or 20% of the Resale Price.

The capital contribution due upon the Transfer of a Social Membership shall be as follows:
i. For Transfers completed on or after August 1, 2017 and before August 1, 2018, the Capital Contribution shall be the greater of $10,000.00 or 20% of the Resale Price; and

ii. For Transfers completed on or after August 1, 2018, the Capital Contribution shall be the greater of $12,000.00 or 20% of the Resale Price

The capital contribution shall first come out of the Club Share. If the Club Share is less than the required capital contribution, the shortfall shall be deducted from the Member’s Share and retained by the Club. Any additional shortfall must be paid by the Member at the time of the Transfer.

j. The Club shall be obligated to refund the Member’s Share of the membership contribution, less any dues, fees, assessments, charges or capital contributions owed to the Club, to the resigning Member only after the membership has been reissued by the Club to a successor member who has paid the membership contribution in full to the Club. The Club, in its sole discretion, may refund the Member’s share of the membership contribution to the resigning Member prior to the payment of the membership contribution by a successor member.

k. If a resigned Member’s membership is reissued during a membership year, the resigned Member will be entitled to a refund of a pro rata portion of any dues paid in advance for the remainder of the membership year in which the reissuance occurs.

l. A Member who has resigned his or her membership in the Club may continue to use the Club Facilities and will continue to be obligated to pay all dues, fees, assessments and charges associated with the membership being resigned until the resigned membership is reissued by the Club. Any dues, fees, assessments, charges or capital contributions owed to the Club by a resigned Member will be deducted from the amount paid to the resigned Member upon the Club’s reissuance of his or her membership.

m. So long as the Club owns any Golf Memberships, a Social Member may upgrade to a Golf Membership only through the purchase of a Club owned Golf Membership.

III. Bylaws Control. In the event of a conflict or inconsistency between the Bylaws, the Iron Horse Golf Club, Inc. Plan for the Offering of Memberships, the Iron Horse Golf Club, Inc. Rules and Regulations or the Iron Horse Golf Club, Inc. Frequently Asked Questions, the terms of these Bylaws will prevail and control.

IV. Miscellaneous. All terms not defined in this Fourth Amendment shall have the same meaning stated in the Bylaws of Iron Horse Golf Club, Inc.

V. Effect of Amendment. Except as amended by this Fourth Amendment, all of the terms and conditions of the Bylaws of Iron Horse Golf Club, Inc., as previously amended, shall remain in full force and effect.

VI. Waiver of Company Rights. The Company has waived any rights it may have to review or approve this Fourth Amendment pursuant to a Letter Agreement between the Club and the Company dated May 31, 2012. Thus, the Company’s consent to this Fourth Amendment is not required.

VII. Certification. We, the undersigned, hereby certify:
1. That the foregoing Fourth Amendment was presented to and approved by a majority of all of the members of the Board of Directors at the meeting of the Board of Directors held on July 21, 2017;

2. That the foregoing Fourth Amendment was attached to the notice of annual meeting dated June 28, 2017, which was sent to all Equity Members of the Club who were entitled to vote at the annual meeting;

3. That the foregoing Fourth Amendment was presented to the Equity Members at the annual meeting of the Members of the Club held on July 21, 2017;

4. That a quorum consisting of 137 of the voting members of the Club were in attendance, either in person or by proxy, at the annual meeting of the Members of the Club held on July 21, 2017, and that 410 votes were cast in favor of the foregoing Fourth Amendment and 126 votes were cast against the foregoing Fourth Amendment; and

5. That the Fourth Amendment was declared duly proposed, considered and passed in due form and the Secretary of the Club was directed to place the Fourth Amendment in the corporate book of the Club.