Rogue Valley Country Club

AMENDED AND RESTATED BYLAWS

ROGUE VALLEY COUNTRY CLUB

BYLAWS

RULES & REGULATIONS

AND POLICIES

August 17, 2010

Rogue Valley Country Club

2660 Hillcrest Road

Medford, OR 97504-6999
Rogue Valley Country Club

Medford, Oregon Restated August 17, 2010

ARTICLE I ORGANIZATION and OBJECTIVES4

ARTICLE II MEMBERSHIP4

Section 1. Membership4

Section 2. Classes of Members4

Full Country Club Memberships4

Golden Membership5

Intermediate5

Super Senior5

Social Country Club Membership6

Section 3. Grandfathered Classes6

Section 4. Families of Members6

ARTICLE III TRANSFER and CONVERSION of MEMBERSHIPS6

Section 1. Transfer6

Section 2. Conversion6

ARTICLE IV RESIGNATION & RESALE of MEMBERSHIPS7

Section 1. Resignation7

Section 2. Resale of Membership and Residual Value7

Section 3. Liability8

ARTICLE V FINANCE8

Section 1. Fees8

Section 2. Dues8

Section 3. Assessments8

Section 4. Delinquency8

Section 5. Legal Action8

Section 6. Fiscal Year8

Section 7. Dissolution.8

ARTICLE VI MEETINGS of the MEMBERS9

Section 1. Annual Meeting9

Section 2. Special Meetings9

Section 3. Notice9

Section 4. Quorum9

Section 5. Adjourned Meetings.9

ARTICLE VII VOTING by MEMBERS9

Section 1. Voting Privilege9

Section 2. Absentee Ballot9

Section 3. Voting9

Section 4. Appointment of Election Committee9

Section 5. Determination of Election9

Section 6. Tie Votes10

ARTICLE VIII DEVELOPMENT and

NOMINATION of DIRECTORS10

Section 1. Development Committee10

Section 2. Nomination of Regular Ticket10

Section 3. Nomination by Petition10

Section 4. Information from Candidates10

ARTICLE IX THE BOARD10

Section 1. Composition.10

Section 2. Term of Office10

Section 3. Responsibilities10

Section 4. Removal of Directors10

Section 5. Vacancy11

Section 6. Compensation11

Section 7. Indemnity12

Section 8.Bonding12

ARTICLE X MEETINGS of the BOARD12

Section 1. Organizational Meeting12

Section 2. Regular Meetings12

Section 3. Special Meetings12

Section 4. Quorum and Voting12

Section 5. Action by Unanimous Written Consent12

Section 6. Minutes12

ARTICLE XI OFFICERS, DUTIES and POWERS13

Section 1. Titles13

Section 2. Election13

Section 3. Duties of the President.13

Section 4. Duties of the Vice President13

Section 5. Duties of the Secretary.13

Section 6. Duties of the Treasurer13

Section 7. Additional Duties13

Section 8. Removal of Officers 13

ARTICLE XII THE GENERAL MANAGER13

Section 1. Appointment13

Section 2. Responsibilities14

ARTICLE XIII COMMITTEES14

Section 1. Standing Committees14

Appointment14

Authority14

Responsibilities14

Disciplinary Committee14

Executive Committee14

Finance Committee14

Golf Committee14

Grounds Committee15

House Committee15

Membership Committee15

Social Committee15

Long Range Planning Committee15

Section 2. Ad Hoc Committees15

ARTICLE XIV CLUB RULES and REGULATIONS15

Section 1. Prescribing Club Rules and Regulations15

Section 2. Prejudicial Conduct15

Suspension16

Reinstatement16

Expulsion16

Section 3. Liability16

ARTICLE XV GUESTS 16

ARTICLE XVI RECIPROCITY16

ARTICLE XVII AUTHORITIES16

ARTICLE XVIII AMENDMENT OF BYLAWS16

ARTICLE XIX EFFECTIVE DATE17

MISSION STATEMENT18

ARTICLE I ORGANIZATION and OBJECTIVES

These are the bylaws of Rogue Valley Country Club ("the Club"), an Oregon nonprofit mutual benefit corporation whose corporate purpose is defined in Article II of the Articles of Incorporation, as follows:

"The purpose of the Club is to own, lease, operate, support and maintain a Country Club for golf and other lawful sports, to provide social and recreational facilities for its Members, and to acquire, lease and maintain property for Clubhouse, grounds and other facilities to carry out such purposes."

All business of the Corporation shall be conducted through its Board of Directors (“the board”) and subject to the conditions and restrictions provided by these Bylaws and applicable Oregon Law.

The Club’s principal place of business shall be Medford, Oregon, with its clubhouse and offices located at 2660 Hillcrest Road, Medford, Oregon 97504.

All pronouns in these Bylaws and Rules and Regulations of the Club shall be deemed to refer to the masculine, feminine, neuter, in the singular or plural as the identity of the person or persons referred to may require.

ARTICLE II MEMBERSHIP

Section 1. Membership. The Members of Rogue Valley Country Club shall be those individuals who have been elected to Membership and who pay, as a condition of that Membership, the initiation fee as fixed from time to time by the Board. A Membership may be held by an individual, or a legally married husband and wife, or a business. For the purposes of these Bylaws "Business Membership" will refer to those memberships sponsored by a "business". A business is defined as any legal entity, such as a corporation, partnership, sole proprietorship, limited liability company, or limited liability partnership. (Amended 11/12/08)

Membership in the Club is reflected by a Membership Certificate signed by the President and the Secretary of the Club and entitles the holder(s) to the use of Club facilities appropriate to the Membership class held. A Membership Certificate shall not be assigned or delivered to any third party.

Members are subject to all fees, dues, and assessments as may be established by the Board and/or Members in accordance with these Bylaws, as well as all charges incurred in the course of the use of the Membership. If the Membership is held by a business the business as well as those person(s) using that membership are jointly and severally liable for dues and charges incurred. A Member shall be responsible for all charges incurred at the Club and for any damage that may be caused by the fault of Member or a family member while on the club premises.

Section 2. Classes of Members. Members have privileges and responsibilities and the use of Club facilities appropriate to their Membership class and in accordance with the established Rules and Regulations of the Club.

Membership classes are as follows:

Full Country Club Memberships. Limit: Not more than six hundred seventy-five (675) Full Country Club Memberships not including the present Honorary Life Memberships. No more than one (1) Full Country Club Membership certificate shall be owned or acquired by any one (1) individual Member, or legally married husband and wife Member and no more than ten (10) Full Country Club Membership certificates shall be owned and sponsored by any one (1) individual Business, all of which shall pay full dues and assessments. Full Country Club Members have the privilege of using the golf course, the swimming pool, and the Clubhouse. Full Country Club Members shall have the right to vote for the election of Directors and on every other matter submitted to the vote of the Members. A Full Country Club Member may hold elective office and may serve on any of the Club committees. (Amended 5-2-07)

Intermediate Memberships. Limit: Not more than twenty-five (25) at any time when there is a waiting list for Full Country Club Memberships, or the membership is full, however, in the event that there is no waiting list for application for Full Country Club Memberships and the membership is not then full, the authorized and maximum number of intermediate memberships may be increased, so long as the aggregate total number of authorized memberships does not exceed the 725 limit. Intermediate Members shall have the right to use the golf course, swimming pool and clubhouse. Amount of initiation fees shall be determined by the board of directors and budgeted by management. Intermediate Members shall not be entitled to vote at meetings of the membership of the Club. Intermediate Members shall be entitled to serve on committees of the Club but may not hold elective office. There shall be no refund on termination of intermediate membership. At such time as full payment is received by the Club for an intermediate membership the membership shall be converted to a "Full Country Club Membership". Such conversion shall automatically happen as soon as there is an opening in "Full Country Club Memberships". Upon termination there shall be no refund, whether it be by resignation or death. (Amended 11-12-08)

Golden Member. A member who is at least 70 years of age and has maintained continuous membership in the Club for a minimum of the past 10 years and the sum total of the member’s age and continuously years of membership in the Club equals or exceeds 95, may elect in writing to have the member’s dues capped for as long as the member continuously maintains the membership, as either a Full Country Club or Social member. After election by the member the member’s dues would be capped and not subject to additional increases as of July 1st in the year following attainment by the member of the required age and years of continuous membership. Full Country Club members upon attaining Golden Member eligibility would retain their membership certificate and voting privileges. All Golden Members would be subject to all other applicable fees and assessments as Full Country Club or Social Members. Golden Members have the privilege of using the golf course, the swimming pool, and the Clubhouse. Golden Members shall have the right to vote for the election of Directors and on every other matter submitted to the vote of the Members. A Golden Member may hold elective office and may serve on any of the Club committees. (Added 8-17-10)

Super Senior Memberships. Limit: Not more than twenty-five (25). Super Senior Members shall have the right to use the golf course, swimming pool and the clubhouse. Amount of initiation fees shall be determined by the board of directors and be budgeted by management. Super Senior Members shall not be entitled to vote at meetings of the membership of the Club, and there shall be no refund on termination of membership, whether it be by resignation or death. Super Senior Members may serve on Club committees but may not hold elective office. A Super Senior Member shall not have the right to convert the membership to a Full Country Club Membership.

All Super Senior memberships existing as of September 1, 2010, and those memberships that are thereafter obtained by persons on the existing waiting list for such classification of membership as of September 1, 2010, shall terminate when the member holding such Super Senior membership gives up the membership, whether it be through death or resignation, or any other cause. The class of Super Senior membership would upon each such termination be reduced, and the present bylaw allotment of a maximum of 25 Super Senior memberships would eventually be eliminated thereby increasing the bylaw allotment for Full Country Club, Intermediate and Golden Membership classes of membership. (Amended 8-17-10)

Social Country Club Membership. The Board of Directors shall have full authority to determine, from time to time, the maximum number of Social Country Club Memberships. A Social Country Club Membership may be held by an individual, jointly by a legally married husband and a wife. An individual business may own up to ten (10) Social Country Club Memberships, all of which shall pay full dues and assessments. A Social Country Club Member may use the Club swimming pool and the Clubhouse. A Social Country Club Member may serve on such committees of the Club as may be authorized by the Board or these Bylaws. Social Country Club Members shall have no vote in the election of Directors or on any other matter submitted to the vote of the Members. Social Country Club Members may not hold Club elective office.

Section 3. Grandfathered Classes. Other membership classes existing at the time these bylaws are accepted by the members will be honored as contracted. Classes affected are: Business Golf Affiliate, Honorary Life and Associate Memberships. Such memberships shall not be replaced. All such memberships shall be included in the limit on the number of memberships as established in Section 2 of this Article with the exception of Honorary Life.

Section 4. Families of Members. Families of Members have the privilege of the use of Club facilities according to the Membership class held and are subject to limitations as defined in these Bylaws and in the Rules and Regulations of the Club. For the purposes of these Bylaws, a family is defined as a legally married husband and a wife, a single parent, or a single parent with a domestic partner or significant other, provided the domestic partner or significant other is registered in accordance with the Club policy. The member’s family also includes the children of the member, and the member’s domestic partner or significant other, provided the child has not reached the age of twenty one (21) years.

ARTICLE III TRANSFER and CONVERSION of MEMBERSHIPS

Section 1. Transfer. A Business Membership may be transferred to another full time employee by submitting the name to the Secretary in writing. Such nomination shall be subject to review and approval using the same procedure as used for all new Members. There will be a transfer fee charged for such a transfer of membership in an amount to be established by the Board from time to time.

In the event of the death of such employee, the entity shall notify the Secretary of the Club within ninety (90) days and shall name another employee to use the Membership. The person so named will be subject to review and approval using the same procedure as used to approve all new Members. The Business Member shall continue to pay the dues, fees, and assessments for that Business Membership until the new person shall have been approved. Upon approval of the replacement, the Business Member shall pay the fee for such person as established by the Board from time to time. However, if the Business Member elects to not name a person to represent the business as a Golf Member any related Grandfathered Business Golf Affiliate(s) shall also be terminated and shall have no further right to use the Club or any of it's facilities.

In the event that an individual sponsored by a Business Member is no longer employed on a full time basis by the business, the individual so affected and that person's family shall thereafter have no further right to use the Club or any of its facilities.

Section 2. Conversion. A Membership Certificate held jointly by a husband and a wife, shall, in the event of the dissolution of their marriage by legal separation or divorce, be returned to the Club for the purpose of converting and reissuing the certificate in one name only. Until such time as the Secretary receives a true and correct copy of the property settlement agreement, a written directive signed by both individuals, or a court order, the Board shall have the power to place such conditions on the use of such Membership as it may deem appropriate under the circumstances until the matter is resolved to the Club's satisfaction and a new Membership Certificate is issued. There will be an administrative charge for such conversion in an amount established by the Board from time to time.

A Membership Certificate held jointly by a husband and a wife shall be returned to the Club in the event of the death of either the husband or the wife. The Membership shall be converted and reissued by the Secretary to the surviving holder. There will be no charge for such conversion. All rights, duties, obligations, preferences, privileges and restrictions associated with the Membership shall be assumed by the surviving holder.

Upon the death of a Full Country Club or Social Country Club Membership held in one name only, or in the event of death of both Members who hold a joint Membership, the Membership shall automatically be cancelled upon such member(s) death(s). Fees, dues, and assessments shall stop accruing as of the date of death. The member's legal representative shall surrender the Certificate of Membership within ninety (90) days from the date of death. If there is a failure to surrender such evidence of Membership, the Club shall have the unilateral right to cancel the Membership, whereupon it may immediately effect a resale of that Membership pursuant to Article IV Section 2.

A Business Membership may be converted to a Full Country Club Membership, upon designating to the Secretary the individual, or legally married husband and wife, that desire to apply for such membership. The Business Member shall continue to pay the dues, fees, and assessments for that Business Membership until the new individual or husband and wife shall have been approved. Upon approval of individual or husband and wife, and payment of any fee for such conversion as established by the Board from time to time, the Business Membership shall terminate, and any Grandfathered Business Golf Affiliate(s) created under that particular Business Membership shall also be terminated and shall have no further right to use the Club or any of it's facilities. The holder of the Full Country Club Membership shall, prior to the effective date of such a conversion, promise to pay dues for a minimum of twelve (12) months following the effective date of conversion (Amended 11/12/08)

ARTICLE IV RESIGNATION and RESALE OF MEMBERSHIPS

Section 1. Resignation. A Member may resign from the Club at any time by giving notice to the Club Secretary in writing and by tendering the Certificate of Membership. At the member's discretion, the member's privileges and obligations may continue until the Club has effected a resale of the membership, at which time the resignation shall be effective and the member's privileges and obligations shall cease.

An individual whose membership is sponsored by a business may resign. See Article III, Section 1. Transfer.

A Business Membership may be resigned at any time by giving notice to the Club Secretary in writing. All privileges of the Business Membership and any of its Grandfathered Affiliates shall cease as of the date of the resignation.

A Social Country Club Member may resign by giving notice to the Club Secretary in writing and will be effective upon receipt by the Secretary.

Section 2. Resale of Membership and Residual Value. A Full Country Club Membership held by an individual or a Membership held jointly by a husband and wife that has been surrendered or terminated for any reason shall be non refundable, whether it be by resignation or death. In no event, however, shall the amount to be reimbursed to the holder(s) of a surrendered or terminated Membership issued prior to February 9, 2005 be less than the amount guaranteed to be reimbursed under that member's contract or invitation of Membership at the time of the issuance of such certificate. The Club shall not be obligated to reimburse any portion of the Membership fee to the holder until a subsequent sale is made of the concerned Membership. Priority in resale will be based upon the date the notice of resignation is received by the Club Secretary, however, in the event a surrendered or terminated membership (which membership was issued prior to February 9, 2005), is sold due to the efforts of the outgoing member, the outgoing member shall be paid any reimbursement due out of the incoming members initiation fee. (Amended 11/11/09)

An existing Business Membership surrendered or terminated for any reason shall have no residual value to the business and no payment shall be made to the business upon the Club's resale of such Membership. A Full Country Club Membership created through conversion of a Business Membership shall have no residual value to the holder thereof, and no holder of such membership shall have any right to any payment upon resale of such membership by the Club. (Amended 11/12/08)