Third Amendment to the Bylaws 2016-10-13T12:20:12+00:00

THIRD AMENDMENT TO BYLAWS
OF
IRON HORSE GOLF CLUB, INC.

This Third Amendment to Bylaws of Iron Horse Golf Club, Inc. (the “Third 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., and the Second Amendment to Bylaws of Iron Horse Golf Club, Inc.

A. Amendment to Section 10.b.vii of Article X – Equity Memberships. Section 10.b.vii of Article X of the Bylaws of Iron Horse Golf Club, Inc. is hereby amended and replaced in its entirety with the following:

vii. Upon the Club reissuing a membership interest to a successor member, the Transferring Member shall pay a capital contribution to the Club. The capital contribution will be paid from the proceeds of the Resale Price. The capital contribution due upon the Transfer of a Golf Membership shall be as follows:

(1) For Transfers completed before August 1, 2016, the Capital Contribution shall be the greater of $15,000.00 or 20% of the Resale Price;
(2) For Transfers completed on or after August 1, 2016 and before August 1, 2017, the Capital Contribution shall be the greater of $20,000.00 or 20% of the Resale Price;
(3) 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;
(4) 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:
(1) For Transfers completed before August 1, 2016, the Capital Contribution shall be the greater of $6,000 or 20% of the Resale Price;
(5) For Transfers completed on or after August 1, 2016 and before August 1, 2017, the Capital Contribution shall be the greater of $8,000.00 or 20% of the Resale Price;
(6) 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;
(2) 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.

B. Effect of Amendment. Except as amended by this Third 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.

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

D. Certification. We, the undersigned, hereby certify:

1. That the foregoing Third 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 June 15, 2016;

2. That the foregoing Third Amendment was attached to the notice of annual meeting dated June 23, 2016, which was sent to all Equity Members of the Club who were entitled to vote at the annual meeting;

3. That the foregoing Third Amendment was presented to the Equity Members at the annual meeting of the Members of the Club held on July 22, 2016;

4. That a quorum consisting of 132 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 22 2016, and that 379 votes were cast in favor of the foregoing Third Amendment and 140 votes were cast against the foregoing Third Amendment; and

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