Exhibit 3.83
FRENCHMAN'S RESERVE COUNTRY CLUB
BY-LAWS
ARTICLE I
PURPOSE AND DURATION OF CLUB
The nature and purpose of Frenchman's Reserve Country Club, Inc.
(hereinafter referred to as the "Club") is to own and operate a private golf,
tennis, swimming, exercise and social oriented club for the recreation, pleasure
and benefit of its members and their immediate family members and guests. The
Club and the Company (as defined below) shall offer equity memberships and
non-equity memberships pursuant to a membership plan and its exhibits (the
"Membership Plan") which may be amended from time to time in accordance with its
terms. The period of duration of the Club is perpetual.
The Club is not a homeowners association under Chapter 720 of the
Florida Statutes; accordingly, the provisions of Chapter 720 of the Florida
Statutes do not apply to the Club.
ARTICLE II
CLUB EMBLEM
The emblem of the Club shall be of a style and design to be approved by
the Board of Directors.
ARTICLE III
MEMBERS MEETINGS
1. Annual Meeting
An annual meeting of the Equity Members shall be held for the purposes
of receiving reports of officers and others, to elect Directors and for such
other business as may be properly brought before the meeting.
2. Date And Place Of Annual Meeting
The first annual meeting of the Equity Members shall be held within one
(1) year after the date of the turnover of management and control of the
facilities provided at Frenchman's Reserve Country Club (hereinafter referred to
as the "Turnover Date") to the members of the Club by Binks Estates Limited
Partnership, a Florida limited partnership (hereinafter referred to as the
"Company") as further described in the Subscription Agreement dated November,
2001 entered into by and between the Club and the Company (hereinafter referred
to as the "Subscription Agreement"). Each annual meeting shall be held at the
time and place designated by the Board of Directors.
3. Special Meeting
Special meetings of the Equity Members may be called by the President,
a majority of the members of the Board of Directors or, if after the Turnover
Date, by the written request of at least twenty-five percent (25%) of the votes
associated with the outstanding Equity Memberships. A request for a special
meeting shall be submitted to the President who shall call a special meeting
within thirty (30) days of the date of receipt of the request. Notices of any
special meeting must contain a statement of the purpose(s) for which the special
meeting is called and no other business may be transacted at that meeting.
4. Notices
The Secretary shall give at least ten (10) days, but not more than
sixty (60) days, prior notice, by mail, prepaid, to all Equity Members, stating
the place, day and hour of the meeting, and in the case of a special meeting,
the purpose or purposes for which the special meeting is called. Notice of any
meeting shall be posted on the official bulletin board at the clubhouse on the
date of its mailing to the Equity Members.
5. Quorum
The presence, either in person or by proxy, of Equity Members having
twenty percent (20%) of the votes then entitled to be voted shall constitute a
quorum at any meeting of the Equity Members.
6. Voting Percentage
A majority of the votes cast, either in person or by proxy, is
necessary for passage of any motion, except as otherwise expressly provided
herein.
7. No Action Without Meetings
Action may be taken by the Equity Members only at a properly called and
noticed annual or special meeting of the Equity Members. Action may not be taken
by the written consent of the Equity Members in lieu of such annual or special
meeting.
8. Fixing Of Record Date
For the purpose of determining the Equity Members entitled to notice of
or to vote at any meeting of the Equity Members, or in order to make a
determination of the Equity Members for any other proper purpose, the Board of
Directors of the Club may fix in advance a date as the record date for any such
determination of the Equity Members, such date in any case to be no more than
sixty (60) days and not less than ten (10) days, before the date of such
meeting. If no record date is fixed for the determination of the Equity Members
entitled to notice of, or to vote at, a meeting of the Equity Members, the date
on which notice of the meeting is mailed shall be record date or such
determination of the Equity Members. When determination of the Equity Members
entitled to vote at any meeting of the Equity Members has been made, such
determination shall apply to any adjournment of the meeting.
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ARTICLE IV
BOARD OF DIRECTORS
1. Number And Qualifications
The government and administration of the affairs and the property of
the Club shall be vested in a Board of Directors. Prior to the Turnover Date,
all members of the Board of Directors of the Club shall be designated by the
Company. Members of the Board of Directors appointed by the Company prior to the
Turnover Date are not required to be members of the Club. Subsequent to the
Turnover Date, the Board of Directors shall consist of nine (9) members unless
otherwise determined by the Equity Members from time to time. Subsequent to the
Turnover Date, all members of the Board of Directors must be Equity Members.
Only Equity Members in good standing may be nominated or appear on any
ballot as a candidate for election to the Board of Directors of the Club after
the Turnover Date.
2. Elections
(a) There shall be no cumulative voting and no preemptive rights.
(b) Voting shall either be in person or by proxy.
(c) The number of candidates necessary to fill the vacancies on the
Board of Directors receiving the highest number of votes at the annual meeting
of the Equity Members for each designated term shall be declared elected.
(d) Until the Turnover Date, the Company will designate all the
members of the Board of Directors. Subsequent to the Turnover Date, the Equity
Members will elect the members of the Board of Directors at the annual meeting
of the Equity Members.
3. Term
Immediately prior to the Turnover Date, the President of the Club shall
call a special meeting of the Equity Members for the purpose of electing nine
(9) Equity Members to serve as the Advisory Board of Governors (as hereinafter
defined) until the Turnover Date and to serve as the Board of Directors of the
Club commencing on the Turnover Date. Of the nine (9) Equity Members who become
the Board of Directors at that time, the three (3) Equity Members receiving the
highest number of votes shall be elected to serve for three (3) years commencing
on the Turnover Date, the three (3) Equity Members receiving the next highest
number of votes shall be elected to serve for two (2) years commencing on the
Turnover Date and the three (3) Equity Members receiving the next highest number
of votes shall be elected to serve for one (1) year commencing on the Turnover
Date. Each year following the Turnover Date, the Equity Members will elect three
(3) Equity Members to the Board of Directors who will serve for a term of three
(3) years.
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ARTICLE V
MEETINGS OF BOARD OF DIRECTORS
1. Annual Meeting
Each year the Board of Directors shall hold its annual meeting to elect
officers and to consider any other matters that may be properly brought before
the meeting. After the Turnover Date, the annual meeting of the Board of
Directors shall be held within ten (10) days after the annual meeting of the
Equity Members.
2. Quorum
A majority of all of the members of the Board of Directors shall
constitute a quorum at any meeting for the transaction of business.
3. Regular Meetings
After the Turnover Date, the Board of Directors shall have a minimum of
six (6) regular meetings in each year at such times as the Board of Directors
shall determine. Except as otherwise expressly provided herein, a majority of
the votes cast at any meeting of the Board of Directors where a quorum is
present is necessary for passage of any motion.
4. Special Meetings
Special meetings of the Board of Directors may be called by or at the
request of the President or any two Directors. The person or persons authorized
to call special meetings of the Board of Directors may fix any place as the
place for holding any special meeting of the Board of Directors called by them.
5. Notice
Notice of any regular or special meeting of the Board of Directors
shall be given at least five (5) days previous thereto by written notice to each
Director at his or her address as shown by the records of the Club, except that
no special meeting of Directors may remove a Director unless written notice of
the proposed removal is delivered to all Directors at least twenty (20) days
prior to such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail in a sealed envelope so addressed, with
postage thereon prepaid. Notice of any special meeting of the Board of Directors
may be waived in writing signed by the person or persons entitled to notice
either before or after the time of the meeting. The attendance of a Director at
any meeting shall constitute a waiver of notice of such meeting, except where a
Director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting, unless specifically required by law
or these By-Laws.
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6. Telephonic Meetings
Members of the Board of Directors may participate in any meeting by
means of a conference telephone or similar communications equipment. All persons
participating in the meeting must be able to hear each other at the same time.
Participation by such means will constitute presence in person at the meeting.
ARTICLE VI
POWERS OF THE BOARD OF DIRECTORS
1. Management Of The Club
The Board of Directors shall exercise all powers of the Club and do all
acts and things necessary to carry out the purposes of the Club.
2. Duties And Powers
The Board of Directors shall:
(a) Elect the officers of the Club;
(b) Appoint committees and assign duties;
(c) Fill vacancies on the Board of Directors due to death,
resignation, inability to perform duties, or otherwise, until the next election
of Directors by the Equity Members except for those Directors to be appointed by
the Company;
(d) Appoint managers and other employees and delegate such authority
as is considered necessary for the proper operation and management of the Club;
(e) Adopt, alter, amend or repeal the Rules and Regulations
governing use of the Club Facilities by members, immediate family members and
their guests;
(f) Establish the amount of the membership contribution for each
classification of membership and its terms of payment, and the amount of dues,
fees, dining minimums, assessments and other charges, except as otherwise
provided in the Subscription Agreement;
(g) Have the power to replace any Director who shall fail to attend
fifty percent (50%) of the regular meetings of the Board of Directors in any one
(1) membership year;
(h) Have the power to expend funds to the extent of the amount in
the Club's treasury or owing to the Club; to make contracts with third parties,
including, but not limited to, Frenchman's Creek Master Property Owners
Association, Inc.; to borrow money and incur indebtedness on behalf of the Club;
and, to cause promissory notes, bonds, mortgages, deeds of trust or other
evidences of indebtedness to be executed and issued;
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(i) Have the power to exchange privileges to use the Club Facilities
with members of other clubs; and
(j) All such other acts and things as are permitted by the laws of
the State of Florida with respect to not-for-profit corporations, as those laws
now exist or as they may hereafter provide.
3. Issuance Of Memberships
The Board of Directors shall have authority to issue, cancel and
transfer memberships and shall have certificates of membership prepared in form
and content consistent with the provisions of the Articles of Incorporation and
these By-Laws of the Club.
4. Compensation
No Director shall receive a salary or any other compensation
whatsoever, but shall be entitled to reimbursement for all expenses reasonably
incurred in performing any duties pursuant to these By-Laws.
5. Interpretation Of By-Laws
The Board of Directors shall have the corporate power to generally do
everything permitted by non-for-profit corporations by law, statute, its
Articles of Incorporation and these By-Laws, and to determine the interpretation
or construction of these By-Laws, or any parts thereof, which may be in conflict
or of doubtful meaning, and its decision shall be final and conclusive.
The Club is not a homeowners association under Chapter 720 of the
Florida Statutes; accordingly, the provisions of Chapter 720 of the Florida
Statutes do not apply to the Club.
6. Action Without Meetings
Any action which may be taken by the Board of Directors, or any
committee thereof, may be taken without a meeting if consent in writing setting
forth the action taken, signed by all of the Directors entitled to vote, or all
of the members of the committee, as the case may be, is filed in the minutes of
the proceedings of the Board of Directors or the committee. A consent shall have
the effect of a unanimous vote.
ARTICLE VII
OFFICERS
The Board of Directors at each annual meeting shall elect, to serve for
a term of one (1) year and until their successors shall be elected, a President,
Vice President, Treasurer and Secretary, and such other officers as the Board of
Directors may from time to time determine appropriate. Commencing with the
Turnover Date, each officer must be a member of the Board of Directors of the
Club. The officers shall not be liable for the debts of the Club.
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ARTICLE VIII
DUTIES OF OFFICERS
1. President
The President shall preside at all meetings of the Equity Members and
the Directors and enforce observance of the provisions of these By-Laws and all
Rules and Regulations of the Club. The President may call special meetings of
the Board of Directors, shall be an ex-officio member of all committees and is
empowered to execute all papers and documents requiring execution in the name of
the Club.
2. Vice President
The Vice President shall assist the President in his/her duties, and in
the absence or disability of the President, the Vice President shall perform and
carry out all duties and responsibilities of the President.
3. Secretary
The Secretary shall keep, or cause to be kept, records and minutes of
all meetings of the Board of Directors and the membership, and the Secretary
shall be responsible for giving all required notices of meetings. The Secretary
shall have custody of the Seal of the Club and all membership records shall be
kept under the Secretary's supervision.
4. Treasurer
The Treasurer shall be Chairman of the Finance Committee. The Treasurer
shall cause to be collected, held and disbursed, under the direction of the
Board of Directors, all monies of the Club, and it shall be the Treasurer's duty
to collect monies due the Club from the issuance of memberships, dues, fees,
dining minimums, assessments and charges of members of the Club, and all amounts
due from others. The Treasurer shall keep or cause to be kept, at the Club,
regular books of account and all financial records of the Club, and shall
prepare budgets and financial statements, when and in the form requested by the
Board of Directors. The Treasurer shall deposit or cause to be deposited all
monies of the Club in an account or accounts in the Club's name, in the bank or
banks designated by the Board of Directors, and shall give a surety bond for
faithful performance in the amount directed by the Board of Directors, which
surety bond premium shall be paid by the Club. Any other person or persons
having access to monies of the Club or its bank accounts shall be similarly
bonded.
5. Other Officers
The Board of Directors may fill vacancies in any office or new office
created at any meeting of the Board of Directors.
6. Duties Of Officers
Any officer may be given additional assignments and duties by the Board
of Directors.
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7. Removal From Office
Any officer may be removed from office, with or without cause, by a
two-thirds (2/3) vote of the members of the Board of Directors.
8. General Manager
A General Manager shall be employed by the Club and his/her salary
shall be fixed by the Board of Directors. The General Manager shall be the
operating head of all departments. All employees of the Club, except as
otherwise specified herein, shall be employed, discharged, or otherwise
controlled by the General Manager in keeping with the organizational chart and
salary ranges approved by the Board of Directors. The General Manager shall
establish all charges for food, beverage and services, in and about the
clubhouse, subject to the approval of the Board of Directors.
The General Manager is responsible for the proper management of all
aspects of the Club's activities so as to assure maximum membership
satisfaction; a sound financial operation compatible with the best interests of
the members and their guests and Club employees; the maintenance and improvement
of the quality of the Club's services; and the security and protection of the
Club's assets and facilities. The General Manager reports to the Board of
Directors and administers all policies established Board of Directors.
The General Manager administers and manages all Club operations, except
as stated herein, and shall devote his/her time and abilities exclusively to the
operations of the Club and its facilities within the framework of the general
policy promulgated by the Board of Directors. The duties of the General Manager
include the following:
(a) Provide the overall administration of the Club pursuant to the
policies adopted by the Board of Directors and within the general provisions of
these By-Laws, house rules, etc.
(b) Responsible for the hiring, terminating and supervising of all
Club personnel and establishing specific personnel policies, hourly wages,
compensation benefits programs, job descriptions and personnel procedures in
coordination with standing committees and broad guidance and general approval of
the Board of Directors, and consistent with the rules and these By-Laws.
Remuneration of salaried employees and independent contractors shall be reviewed
normally on an annual basis by an ad hoc committee appointed by the President
and chaired by the chairman of the Finance Committee. Recommended changes shall
be submitted to the Board of Directors for approval.
(c) Coordinate the various activities of the Club and achieve the
appropriate cooperation and coordination of the various operations and
departments of the Club.
(d) Communicate with Equity Members, committees, the Board of
Directors and the Club personnel as necessary to accomplish the goals and
objectives of the Club.
(e) Attend meetings of the Board of Directors and the various
committees with respect to which he/she shall be designated an ex-officio
member. The General Manager shall arrange for proper minutes to be maintained
for meetings of the Board of Directors, standing committees and ad hoc
committees as appropriate.
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(f) Although the General Manager may delegate some authority to the
Golf Course Superintendent and other sports professionals, the General Manager
shall remain responsible for all operations of the Club.
(g) The Golf Course Superintendent shall report to the General
Manager on all administrative matters including the following: accounting and
financial aspects including payroll, purchasing procedure on approved budgeted
items, both capital and operational, personnel procedures, acquisitions of
necessary licenses and permits, club policy matters, course preparation and
care, as well as course layout and all other physical aspects of the golf course
and grounds and reporting requirements imposed by various regulatory agencies.
The General Manager may delegate to the Golf Course Superintendent
responsibility for hiring (and layoff) of his/her crew, salaries and wages as
budgeted, and work schedules.
(h) The sports professionals shall report to the General Manager on
all administrative matters including but not limited to the following:
implementation of individual contract provisions, accounting and financial
aspects, including payroll, accounting for charges to members billed through the
Club, maintenance and repair of Club space and property allotted to their
operations and purchasing and procedure on approved budget items, both capital
and operations.
(i) The General Manager shall use sound fiscal methods in order to
achieve the budget objective approved by the Board of Directors in the annual
operating budget. The General Manager shall prepare the annual budget in
conjunction with appropriate standing committees.
(j) The General Manager shall discharge such duties as may be
assigned to him/her by the Board of Directors or the President.
ARTICLE IX
COMMITTEES
1. Advisory Board Of Governors
Prior to the Turnover Date, an Advisory Board of Governors will be
established to serve as a liaison between management of the Club Facilities and
the members at the Club (the "Advisory Board of Governors"). The Company will
designate all of the members of the Advisory Board of Governors and all of the
members of the Advisory Board of Governors must be Equity Members at Frenchman's
Reserve Country Club. The Advisory Board of Governors shall have no duty or
power to negotiate or otherwise act on behalf of the members and shall serve
only in an advisory capacity until the Turnover Date except as expressly
provided otherwise.
In general, the role and responsibility of the Advisory Board of
Governors include the following:
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o To advise on any modification to the Plan for the Offering of
Memberships which is materially adverse to the privileges of the
Equity Members,
o To advise on the use of the Club Facilities by non-members,
o To advise on modifications to the Rules and Regulations,
o To advise on questions of conduct, mode of dress and other related
disciplinary matters,
o To advise on the needs and interests of the membership,
o To assist management of the Club Facilities in the establishment of
Club committees and the responsibilities of each Club committee,
o To advise management of the Club Facilities in the organization of
member events and programs at Frenchman's Reserve Country Club, and
o To participate in and attend Club events and programs for the
membership.
Management of the Club Facilities will meet with the Advisory Board of
Governors regularly to discuss the operation of the Club Facilities. The members
of Frenchman's Reserve Country Club are encouraged to utilize the Advisory Board
of Governors by voicing their suggestions and concerns through the Advisory
Board of Governors. Not more than sixty (60) days prior to the Turnover Date the
members of the Advisory Board of Governors appointed by the Company shall
resign, and the Equity Members shall elect nine (9) Equity Members to serve as
the Advisory Board of Governors until the Turnover Date. On the Turnover Date,
these nine (9) Equity Members shall become the Board of Directors of the Club.
The Advisory Board of Governors will terminate on the Turnover Date.
2. Executive Committee
The Executive Committee shall consist of the President as Chairman, the
Vice President, the Secretary, the Treasurer and, in addition, one (1) member,
of the Board of Directors. The Executive Committee shall have, to the extent not
restricted by law, the powers of the Board of Directors during the interval
between meetings of the Board of Directors. A quorum shall be a majority of the
members of the Executive Committee. Actions and resolutions of the Executive
Committee shall require unanimous approval of the members present.
3. Nominating Committee
(a) At a meeting of the Board of Directors held not more than ninety
(90) days and not less than sixty (60) days prior to the first election of the
Board of Directors by the Equity Members prior to the Turnover Date and at each
annual meeting of the Equity Members after the Turnover Date, the Board of
Directors shall appoint a Nominating Committee. Except for the first election of
the Board of Directors by the Equity Members immediately prior to the Turnover
Date, the Nominating Committee shall consist of five (5) Equity Members, three
(3) of whom shall be members of the Board of Directors. Members of the
Nominating Committee shall serve for a term of one (1) year or until their
successors are appointed and qualified. Unless specifically requested by a
majority of the Board of Directors, the Nominating Committee shall not nominate
candidates to fill any vacancies occurring by reason of death, resignation or
otherwise, for any unexpired term.
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(b) The Nominating Committee shall recommend to the Board of
Directors, at least thirty (30) days prior to the Equity Member's annual
meeting, the names of the Equity Members selected by a majority vote of the
Nominating Committee to be submitted to the Equity Members at any annual meeting
at which an election to the Board of Directors is held.
(c) Ten percent (10%) or more of the total number of Equity Members
entitled to vote who are not members of the Nominating Committee or the Board of
Directors may also nominate candidates for the Board of Directors by petition
signed by these Equity Members and filed with the Secretary of the Club at least
thirty (30) days prior to the Equity Members' annual meeting. The names of these
nominees, after having been certified by the Secretary or any other officer that
they are qualified for election and have been nominated in accordance with the
provisions of these By-Laws, shall be posted on the official bulletin board at
the clubhouse and shall be included on any proxy mailing to members of the Club.
4. Standing Committees
Each year after the Turnover Date, the President, subject to the
approval of the Board of Directors, shall designate the chairman (who shall be a
Director) and the members of each of the following committees: Membership,
Finance, House, Golf, Tennis, Long-Range Planning, Grievance, and Legal and
By-Laws. Prior to the Turnover Date, any of these committees may be organized in
the sole discretion of the Board of Directors.
(a) The Membership Committee shall investigate all applications for
membership other than those memberships to be sold by the Company and shall
report thereon to the Board of Directors with its recommendation as to approval
of each application. The Board of Directors shall make the final determination
whether to approve or disapprove an application.
(b) The Finance Committee shall in general supervise, direct and
control all matters pertaining to the Club's finances including, but not limited
to, the placing of insurance, the filing of tax returns, the payment of taxes,
the preparation of the annual operating budget, the preparation of the current
reports for the Board of Directors on the Club's financial condition and the
issuance to Equity Members of a condensed quarterly operating statement. The
Finance Committee shall have the power, with the approval of the Board of
Directors, to direct the General Manager to employ, at the expense of the Club,
such clerical aid and assistance as may be necessary to handle the accounts. The
account books and vouchers shall at all times be open to the inspection of any
member of the Board of Directors.
(c) Each of the following committees, subject to the approval of the
Board of Directors, shall formulate programs in coordination with the General
Manager and submit them with recommendations to the Board of Directors for
approval. The General Manager shall have control of the execution of the
programs and recommendations approved by the Board of Directors. Each committee
shall act only as a consultant and advisor to the Board of Directors and may not
act on behalf of the Club or bind it to any actions.
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(i) House Committee
The House Committee shall advise the Board of Directors on matters
concerning the food and beverage operations of the Club, the social activities
and entertainment of members, immediate family members and their guests. The
House Committee shall advise the Board of Directors on matters concerning the
maintenance and repair of all buildings, both interior and exterior, the
supervision of all building construction and the maintenance, repair and
supervision of all water and electrical lines and the facilities and equipment
used in connection therewith, except those directly related to and concerning
the maintenance or repair of the golf course. The trees, lawn, garden and
shrubbery area of the Club's grounds which are not within the scope of the Golf
Committee and the maintenance, repair and construction of wells, water tanks,
pumps, fences and parking lots shall come under the jurisdiction of the House
Committee.
(ii) Golf Committee
The Golf Committee shall advise the Board of Directors on matters
concerning the employment of a Golf Professional and the scope of the operation
of the professional, the promulgation of playing rules for members, immediate
family members and their guests, the programming of golfing events for members,
immediate family members and their guests and the maintenance of members'
handicaps. United States Golf Association rules and regulations shall govern all
golf play except where superseded by local rules.
The Golf Committee shall also advise the Board of Directors on matters
concerning the employment of a Greens Superintendent and the scope of the Greens
Superintendent's operations and the maintenance of the golf course, roads,
facilities and equipment used in connection therewith. No live trees shall be
removed nor shall any alteration be made in the golf course except with the
prior approval of the Board of Directors.
(iii) Tennis Committee
The Tennis Committee shall advise the Board of Directors on matters
concerning the possible employment of a Tennis Professional, the scope of
operations of the professional, the promulgation of playing rules for members,
immediate family members and their guests and the programming of tennis events
for members, immediate family members and their guests. The Tennis Committee
shall advise the Board of Directors on the condition of, and make
recommendations concerning the tennis courts and related equipment and
facilities.
(iv) Long-Range Planning Committee
The Long-Range Planning Committee shall develop a long-range master
plan for capital improvements for the Club including replacements and expansions
of facilities; recommend to the Board of Directors a course or courses of action
in pursuit of the long-range master plan including assignment of priorities
within the plan; and perform other duties as may be otherwise specified by the
Board of Directors.
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(v) Grievance Committee
The Grievance Committee shall consist of five (5) members, three (3) of
whom shall be members of the Board of Directors. All written complaints relative
to any member's conduct shall be first referred to the Grievance Committee. The
Grievance Committee shall perform investigations as it deems necessary and shall
present its recommendation to the Board of Directors in executive session. If
the Grievance Committee's recommendation of a formal charge is approved by the
Board of Directors, the committee shall draft and submit to the Board of
Directors a letter of complaint. The Grievance Committee shall have no power of
suspension or expulsion, but may have such powers of censure as may be directed
by the Board of Directors.
(vi) Legal and By-Laws Committee
The Legal and By-Laws Committee shall be charged with the publication
of the Rules and Regulations and any other regulations and By-Laws of the Club
and, will advise and make recommendations to the Board of Directors concerning
all matters of a legal nature pertaining to the Club and the Club Facilities.
5. Ad Hoc Committees
The President, subject to the approval of the Board of Directors, may,
from time to time, (i) appoint ad hoc committees, with the powers and
composition as the President shall determine, (ii) determine the powers and
composition of the committees and the term of committee chairman and members,
and (iii) replace committee chairmen or members at any time, without cause.
6. Powers of Committees
The several committees shall act only as advisory committees to the
Board of Directors, and the individual members thereof shall have no power or
authority. The chairman of each committee may appoint from the members of the
committee such subcommittees as he or she deems desirable. All sub-committees
shall report directly to the committee as a whole, which shall approve, amend or
disapprove the report of the subcommittee.
7. Terms of Committee Chairmen and Committee Members
Each committee chairman and each member of a committee shall serve
until their replacement is designated as provided in Section 5 of this Article.
ARTICLE X
EQUITY MEMBERSHIPS
1. Number Of Equity Memberships
The Club shall issue three classifications of Equity Membership known
as Full Memberships, Sports Memberships and Social Memberships (collectively,
the "Equity Memberships"). A person who acquires an Equity Membership is
sometimes hereinafter referred to as an "Equity Member" or collectively as
"Equity Members." Each Equity Membership represents an equity ownership interest
in the Club. Each person who owns a residence or homesite in Frenchman's Reserve
must maintain at least a Social Membership at the Club at all times a residence
or homesite in Frenchman's Reserve is owned.
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The Club reserves the right, but has no obligation, to issue and to
make available other classifications of membership, including but not limited
to, an exercise-oriented membership. However, if any of these additional
classifications of membership have access to the golf facilities, then such
access to the golf facilities shall be more restrictive than the access to the
golf facilities provided to the Full Memberships and Sports Memberships. If
additional classifications of membership are made available, the Club will
establish the number of memberships available, the use privileges of the
additional membership classifications and the fees to be paid for these
additional classifications of membership.
In order to provide continued enjoyment of the Club Facilities to all
members, the maximum number of Full Memberships is limited to three hundred
forty-nine (349). Although there is no limit on the number of Sports Memberships
and Social Memberships, either the Company or the Club may limit the number of
Sports Memberships and/or Social Memberships from time to time.
2. Eligibility For Equity Membership
Full Memberships and Sports Memberships are being offered to initial
retail purchasers of residences or homesites in Frenchman's Reserve from the
Company and/or its affiliates who are approved for membership. Any
classification of Equity Membership may also be offered to persons designated by
the Company or the Club who do not own a residence or homesite in Frenchman's
Reserve who are approved for membership.
Each prospective member must submit an Application for Equity
Membership, be approved for membership and pay the required membership
contribution prior to obtaining a membership.
All property owners in Frenchman's Reserve are required to be at least
a Social Member at Frenchman's Reserve Country Club. Each purchaser of a
residence or homesite in Frenchman's Reserve must submit a Social Member
Information Profile (if only a Social Membership is desired) at the time of
executing a purchase agreement to purchase a residence or homesite in
Frenchman's Reserve and will have until thirty (30) days after executing the
purchase agreement to purchase a residence or homesite in Frenchman's Reserve to
upgrade and submit an Application for Equity Membership (if a Sports Membership
or Full Membership is desired). Upon closing on the purchase of a residence or
homesite in Frenchman's Reserve, the purchaser must acquire a Social Membership
at the Club and pay any required membership contribution and maintain at least a
Social Membership at the Club at all times while a residence or homesite is
owned in Frenchman's Reserve. As a Social Member, the purchaser shall have the
privileges described herein and shall pay the dues, fees, dining minimums,
assessments and other charges established by the Club from time to time.
Furthermore, the owner of a residence or homesite in Frenchman's Reserve shall
not be permitted to resign or otherwise terminate the Social Membership and
shall be required to pay such dues, fees, dining minimums, assessments and other
charges associated with the Social Membership until the closing of the sale or
other transfer of their residence or homesite in Frenchman's Reserve to another
owner. The Club shall have the right to file a lien against a Social Member's
residence or homesite in Frenchman's Reserve for non-payment of dues, fees,
dining minimums, assessments and other charges established by the Club.
-14-
Initial retail purchasers of previously unsold residences or homesites
in Frenchman's Reserve from the Company and/or its affiliates will have an
opportunity to upgrade from the Social Membership and apply for an available
Full Membership or Sports Membership for each residence or homesite purchased in
Frenchman's Reserve until thirty days after executing the purchase agreement to
purchase their residence or homesite in Frenchman's Reserve. Only one Equity
Membership may be acquired for each residence or homesite. The number of
memberships available in a particular classification of Equity Membership may be
limited. The membership contribution to be paid for an Equity Membership will be
the membership contribution charged on the date that the purchaser submits the
Application for Equity Membership and pays the required portion of the
membership contribution to the Director of Membership.
The Company has retained the absolute right to reserve Full Memberships
and Sports Memberships for sale to future initial retail purchasers of
residences or homesites in Frenchman's Reserve from the Company and/or its
affiliates. The Company may also reserve Equity Memberships for sale to any
other party designated by the Company in its discretion. Reserved memberships
are not considered as available memberships and neither the Company nor the Club
may be compelled to issue a reserved membership. Full Memberships and Sports
Memberships not acquired by the initial retail purchasers of residences or
homesites in Frenchman's Reserve from the Company and/or its affiliates on or
before thirty days after executing the purchase agreement to purchase a
residence or homesite in Frenchman's Reserve shall be reserved by the Company
for future sale or may be offered for sale by the Company as available
memberships to any person designated by the Company, including but not limited
to, persons who do not own a residence or homesite in Frenchman's Reserve.
Initial retail purchasers of residences or homesites in Frenchman's
Reserve from the Company and/or its affiliates who do not acquire an available
Full Membership or Sports Membership on or before thirty days after executing
the purchase agreement to purchase their residence or homesite in Frenchman's
Reserve, and the subsequent purchasers of residences or homesites from persons
who are not Full Members or Sports Members, may upgrade to an available Full
Membership or Sports Membership through the regular membership upgrade process
described herein. Therefore, following thirty days after executing the purchase
agreement to purchase a residence or homesite in Frenchman's Reserve, there can
be no guarantee or assurance that a Full Membership or Sports Membership will
ever subsequently be available and neither the initial retail purchaser nor any
subsequent purchaser of the residence or homesite in Frenchman's Reserve, will
have any continuing opportunity to obtain a Full Membership or Sports
Membership. IF AN INITIAL RETAIL PURCHASER OF A RESIDENCE OR HOMESITE IN
FRENCHMAN'S RESERVE FROM THE COMPANY AND/OR ITS AFFILIATES DOES NOT ACQUIRE A
FULL MEMBERSHIP OR SPORTS MEMBERSHIP ON OR BEFORE THIRTY DAYS AFTER EXECUTING
THE PURCHASE AGREEMENT TO PURCHASE THEIR RESIDENCE OR HOMESITE IN FRENCHMAN'S
RESERVE, IT IS HIGHLY UNLIKELY THAT SUCH FULL MEMBERSHIP OR SPORTS MEMBERSHIP
WILL BE AVAILABLE AT A LATER DATE.
-15-
There is no assurance that an Equity Membership in the desired
classification will be available at the time of application. If an Equity
Membership in the desired classification is not available at the time of
application or upgrade, the Club will maintain a waiting list consisting of
applicants desiring to upgrade who have submitted an Application for Equity
Membership on a first-come, first-served basis. Sports Members shall have
priority over Social Members to acquire available Full Memberships.
Notwithstanding anything to the contrary herein, persons who own a residence or
homesite in Frenchman's Reserve who are on the Club's waiting list for an
available membership shall have priority over persons who do not own a residence
or homesite in Frenchman's Reserve to acquire any classification of Equity
Membership that becomes available. In the event the desired classification of
membership is not available at the time of application, the Company or the Club
may defer the payment of the required membership contribution until the desired
membership becomes available and may require such person to acquire another
classification of membership at the Club until the desired membership
classification becomes available.
The initial retail purchaser of a residence or homesite in Frenchman's
Reserve from the Company and/or its affiliates who has either submitted a Social
Member Information Profile or Application for Equity Membership for an available
Full Membership or Sports Membership within thirty days after executing a
purchase agreement to acquire the residence or homesite may request to activate
their membership use privileges prior to actually closing on the purchase of the
residence or homesite. The Company and the Club, in their discretion, may
permit, upon approval of the member and payment of the required portion of the
membership contribution, dues, fees, dining minimums and other charges, the
purchaser to activate the membership privileges and use the Club Facilities
prior to actually closing on the purchase of the residence or homesite in
Frenchman's Reserve. However, the continuation of membership privileges at
Frenchman's Reserve Country Club is conditional upon the closing of the purchase
of the residence or homesite in Frenchman's Reserve. In the event the purchaser
does not close on the purchase of the residence or homesite in Frenchman's
Reserve, then the Company and/or the Club may recall the membership and
terminate membership privileges, in which event that portion of the membership
contribution previously paid by the member and a prorata portion of any unused
dues and fees paid in advance will be refunded.
3. Use Privileges Of Equity Membership
Each Equity Member shall have the privileges and may use the Club
Facilities as provided by the classification of membership selected by the
member and all membership privileges are subject to these By-Laws and the Rules
and Regulations established by the Club. Upon approval by the Club, payment of
the applicable membership contribution, dues, fees, dining minimums,
assessments, and other charges and compliance with the Rules and Regulations,
Equity Members obtain the following use privileges.
Full Membership. A Full Membership allows the member to use the golf,
tennis, swimming, exercise and clubhouse facilities provided at
Frenchman's Reserve Country Club and to attend club-sponsored events
held at the Club. Full Members shall not be charged green fees or court
fees for use of the golf and tennis facilities, but shall pay the
applicable golf cart fees or annual trail fees. Full Members shall have
such advance sign-up privileges to reserve golf starting times and
tennis court times as may be established by the Club.
-16-
Sports Membership. A Sports Membership allows the member to use the
golf (as described in this section), tennis, swimming, exercise and
clubhouse facilities provided at Frenchman's Reserve Country Club and
to attend club sponsored events held at the Club. Sports Members may
use the golf facilities (including the practice range and putting
green) from May 1 through October 31 without the payment of green fees.
Sports Members may only play golf up to six times from November 1
through April 30 and must pay the required green fees. From November 1
through April 30, Sports Members may only use the practice range and
putting green when the member is actually playing a round of golf.
Sports Members shall always have a lesser advance sign-up privilege to
reserve golf starting times than Full Members and shall pay the
required golf cart fees or annual trail fees for use of the golf
facilities. Sports Members shall have the same advance sign-up
privilege to reserve tennis court times as Full Members, and shall not
pay court fees for use of the tennis facilities.
Social Membership. A Social Membership allows the member to use the
swimming, exercise and dining facilities provided at the clubhouse at
Frenchman's Reserve Country Club and to attend club-sponsored social
events held at the Club. Social Members may not use the golf facilities
or tennis facilities and may not participate in the privately-owned
golf cart program at the Club.
All property owners in Frenchman's Reserve are required to be at least
a Social Member at Frenchman's Reserve Country Club.
In order to provide for the orderly administration of the Club, the
Club reserves the right, from time to time, to promulgate and modify rules
governing access, sign-up privileges and starting times with respect to the
golf, tennis and other recreational facilities provided at the Club in order to
optimize the use of the Club Facilities.
In order to better control golf play during peak playing times on the
golf course, the Club may designate certain times on the golf course as "primary
playing times." During times designated by the Club as "primary playing times",
only one golf starting time may be reserved per membership.
Memberships at Frenchman's Reserve Country Club shall be issued in the
name of the individual applying for membership in the Application for Equity
Membership. An Equity Membership allows the individual member and immediate
family members (or the designee of a company-held membership and immediate
family members) to use the facilities in accordance with the classification of
membership selected and upon payment of the required dues, fees, dining
minimums, assessments and other charges. The immediate family of a member or
designee includes the spouse of the member or designee who is living in the
member's or designee's home, and unmarried children who are under the age of
twenty-three and either living in the member's or designee's home or attending
school on a full-time basis. The Club reserves the right to restrict access to
the golf and tennis facilities by immediate family members who are children
during peak periods of play.
-17-
4. Procedure For Upgrading An Equity Membership
Because of the limited number of Full Memberships and the reservation
of memberships by the Company, it is unlikely that a Full Membership will be
available for an Equity Member desiring to upgrade. However, if a higher
classification of membership becomes available, an Equity Member may upgrade to
such higher classification of membership if permitted by the Company and the
Club. An upgrading member shall pay the difference between the actual membership
contribution originally paid, if any, for the classification of Equity
Membership owned by the upgrading member and the membership contribution being
charged for the higher classification of Equity Membership at the time the
member desires to upgrade. In order to downgrade a Full Membership or a Sports
Membership, the Full Member or Sports Member must first resign his or her
current membership. Only after the current membership is resigned will the Club
issue a lower classification of membership, if available at that time, to the
member upon full payment of the required membership contribution.
Notice to Upgrade: Sports Members and Social Members must provide written notice
informing the Club of their desire to upgrade and will then be placed on a
waiting list maintained by the Club for an available membership in the desired
classification. The member may not withdraw the decision to upgrade without
obtaining the Club's prior written consent.
Waiting List: Upon receipt of the notice to upgrade from the member and approval
by the Company and the Club, the Club will place the member's name on the
waiting list for the desired classification of membership. The only Equity
Memberships which are available in an upgrade situation are those memberships
that become available as a result of the resignation of a Full Membership or
Sports Membership which is not being transferred to the subsequent purchaser of
their residence or homesite in Frenchman's Reserve as further described herein.
All other Equity Memberships are reserved by the Company for sale to initial
retail purchasers of residences or homesites in Frenchman's Reserve from the
Company and/or its affiliates and are not considered available for upgrades.
Purchase of a Higher Classification of Membership: If a membership becomes
available in the desired classification of membership, the Club will notify in
writing the next individual on the waiting list according to the priority set
forth herein. The upgrading member shall pay the amount required for upgrading
to the higher classification of membership within fifteen (15) days after the
date of the Club's notice. At that time, the member assumes responsibility for
all dues, fees, dining minimums, assessments and other charges associated with
the higher classification of membership.
Resignation of the Lower Classification of Membership: At the time of upgrade,
the lower classification of membership shall be considered terminated and
unissued and may be resold by the Company. The member will not be responsible
for dues, fees, dining minimums, assessments or any other charges accruing in
the lower classification of membership after the date of resignation and will
not receive a refund of any amount when the lower classification of membership
is reissued by the Company.
-18-
5. Memberships May Be Held In The Name Of A Company, Partnership, Trust
Or Other Form Of Multiple Ownership
The Club may allow from time to time an Equity Membership to be held in
the name of a company, corporation, limited liability company, partnership,
trust or other form of multiple ownership (collectively, the "company"). If
permitted by the Club, the company, as the actual member and owner of the
membership, shall designate one person as the designee of the membership use
privileges. Immediate family members of the designee may also use the
facilities. Either the company or the designee of the membership use privileges
must own a residence or homesite in Frenchman's Reserve. The designee of the
membership use privileges must be an officer, director, partner, owner or
employee of the company (or a trustee, donor or principal beneficiary of the
trust), must submit an application and be approved. The company shall be
responsible for the payment of the required membership contribution which may be
higher than the membership contribution charged for a membership held by an
individual and both the company and the designee of the membership use
privileges shall be jointly and severally liable for the payment of all dues,
fees, dining minimums and other charges incurred by the designee, immediate
family members and their guests. The designee shall have the same use privileges
and shall pay the same dues, fees, dining minimums and other charges as any
other member in the same classification of membership. The designee of the
membership use privileges may not be changed by the company, unless otherwise
approved by the Club in writing and in advance and upon such terms and
conditions as may be established by the Club from time to time.
The Club may limit the number of companies that acquire a membership in
a particular classification from time to time.
6. Membership Contribution
Persons acquiring an Equity Membership at Frenchman's Reserve Country
Club shall pay the membership contribution set forth in the Application for
Equity Membership. Until the initial sale of all Equity Memberships permitted to
be issued at the Club, the Company will establish the required membership
contribution and the manner of payment of the membership contribution for all
Equity Memberships. In addition, the membership contribution for resigned Equity
Memberships, which are available for reissuance by the Club because of the
resignation of an Equity Membership, shall be equal to the membership
contribution then currently established by the Company for a previously unissued
Equity Membership. After the initial sale of all Equity Memberships permitted to
be issued at the Club, the Board of Directors of the Club will establish the
required membership contribution and the manner of payment of the membership
contribution for all Equity Memberships.
The failure to pay all amounts of the membership contribution when due
will be cause for suspension of the privileges of membership at the Club without
refund of any membership contribution or any other dues, fees, dining minimums,
assessments and other charges previously paid.
-19-
7. Voting
Equity Membership allows the member to vote on all matters to be voted
upon by the Equity Members of the Club. However, Equity Members will not be
permitted to vote on any Club matters until immediately prior to the Turnover
Date unless otherwise specifically provided in the Plan Documents (as defined in
the Subscription Agreement). Unless otherwise specifically provided herein, Full
Membership is entitled to four (4) votes per membership, Sports Membership is
entitled to two (2) votes per membership and Social Membership is entitled to
one (1) vote per membership. However, only those Equity Members who are current
on all dues, fees, dining minimums, assessments, charges and other obligations
to the Club and the Company and are in good standing on the record date shall
have any voting privileges.
8. Application For Membership
(a) All applicants acquiring a Full Membership or Sports Membership
being initially sold by the Company must be approved by the Company. All
applicants acquiring a resigned Full Membership or Sports Membership being
reissued by the Club must be approved by the Club.
(b) An initial purchaser of a residence or homesite in Frenchman's
Reserve from the Company and/or its affiliates who does not desire to upgrade to
a Full Membership or Sports Membership must submit to the Director of Membership
at Frenchman's Reserve Country Club a fully completed and signed Social Member
Information Profile and the required membership contribution then due and those
persons who desire to acquire a Full Membership or Sports Membership must submit
to the Director of Membership at the Club a fully completed and signed
Application for Equity Membership and the required membership contribution then
due. The Application for Equity Membership must be completed in full and must be
accompanied by the membership contribution then due as set forth in the
Application for Equity Membership. Upon receipt of the Application for Equity
Membership and the applicable membership contribution, a determination will be
made whether the applicant has satisfied the relevant conditions of membership.
All applicants will be evaluated on the basis of their interest in Frenchman's
Reserve Country Club, their financial responsibility, and their compatibility
with other members at the Club.
(c) If approved for membership at the Club, the member agrees to be
bound by the terms and conditions of these By-Laws and the Plan Documents, as
amended from time to time and irrevocably agrees to fully substitute the
membership privileges acquired pursuant to the Plan Documents for any present or
prior rights in or to use the Club Facilities.
9. Membership Certificates
(a) Every Equity Member who has paid the required membership
contribution in full shall receive a membership certificate. Each membership
certificate shall be in a form approved by the Board of Directors and shall be
subscribed by the President and Secretary and under the seal of the Club.
(b) Membership certificates are not redeemable or transferable
except as specifically provided by these By-Laws and then only through the
Treasurer of the Club. Whenever any person shall cease to be an Equity Member,
whether by death, resignation, recall, expulsion or other provisions of these
By-Laws, such cessation shall operate to authorize the Treasurer of the Club to
effectuate the redemption, cancellation or transfer of the Equity Membership in
accordance with and in the manner prescribed by these By-Laws.
-20-
10. Resignation-Transferability Of Memberships
(a) Equity Memberships are not transferable or assignable except as
provided in this Section 10 or Section 11 hereof. Equity Members may not sell,
transfer or otherwise assign their memberships except to the Club. Equity
Memberships held by those persons who own a residence or homesite in Frenchman's
Reserve shall automatically be resigned once such member no longer owns a
residence or homesite in Frenchman's Reserve.
(b) Full Members and Sports Members who desire to resign their
membership privileges must give the Club written notice of their intention to
resign membership privileges. The resignation of membership privileges must be
on a form provided by the Club, which may be obtained from the Membership
Office, and should be submitted to the Director of Membership. Memberships that
have been resigned will only be reissued by the Club in accordance with the
procedures set forth in the Plan Documents. Any attempt to transfer or reassign
a membership at Frenchman's Reserve Country Club, either voluntarily,
involuntarily or by operation of law, which is not in accordance with the Plan
Documents shall be null and void and no person or entity may obtain a membership
except as provided therein. A Full Member or Sports Member who owns a residence
or homesite in Frenchman's Reserve may resign their Full Membership or Sports
Membership and receive a partial refund as further described below, provided
however, that such owner must always remain at least a Social Member at
Frenchman's Reserve Country Club and pay all of the required dues, fees, dining
minimums, assessments and other charges associated with the Social Membership
until the closing of the sale or other transfer of their residence or homesite
in Frenchman's Reserve to another owner.
(c) Social Members who own a residence or homesite in Frenchman's
Reserve may not resign or otherwise terminate their Social Membership and are
required to maintain the Social Membership in good standing at all times and to
pay to the Club all required dues, fees, dining minimums, assessments and other
charges associated with the Social Membership until the closing of the sale or
other transfer of the member's residence or homesite in Frenchman's Reserve to
another owner. Therefore, Social Memberships at the Club are not transferable
and terminate upon the closing of the sale or other transfer of the residence or
homesite in Frenchman's Reserve to another owner or on such earlier date as
otherwise set forth in the Plan Documents.
(d) The Club shall maintain two resigned membership lists. One
resigned membership list will be maintained for resigned Full Memberships and
the other resigned membership list will be maintained for resigned Sports
Memberships. Upon the resignation of membership privileges, the resigned Full
Membership or Sports Membership will be placed on the appropriate resigned
membership list in the order of resignation on a first-come, first-served basis.
In order to be placed on a resigned membership list, the resigned member must
have paid the required membership contribution and all dues, fees, dining
minimums, assessments and other charges in full. Resigned members who have been
placed on a resigned membership list must continue to pay the required dues,
fees, dining minimums, assessments and other charges as they become due and
failure to do so may result in being removed from the resigned membership list
or suspension of the privileges of membership. Once placed on the resigned
membership list, the resigned member will not be permitted to rescind the
resignation of membership privileges and the resigned membership must be
reissued by the Club at the time the membership has rotated to the top of the
resigned membership list as described below.
-21-
(e) Until the initial issuance of all of the Full Memberships
permitted to be issued at Frenchman's Reserve Country Club, every fourth Full
Membership issued will be the first resigned Full Membership on the resigned
membership list maintained by the Club for Full Memberships, provided a resigned
Full Membership is on the resigned membership list at that time. The other three
Full Memberships issued will be issued from the unissued Full Memberships. After
the initial issuance of all of the Full Memberships permitted to be issued at
Frenchman's Reserve Country Club, then every Full Membership issued will be the
next resigned Full Membership on the resigned membership list maintained by the
Club for Full Memberships.
(f) Until the initial issuance of all of the Sports Memberships
permitted to be issued at Frenchman's Reserve Country Club, every fourth Sports
Membership issued will be the first resigned Sports Membership on the resigned
membership list maintained by the Club for Sports Memberships, provided a
resigned Sports Membership is on the resigned membership list at that time. The
other three Sports Memberships issued will be issued from the unissued Sports
Memberships. If the Company and the Club are not offering Sports Memberships for
initial issuance, then every Sports Membership issued will be the next resigned
Sports Membership on the resigned membership list maintained by the Club for
Sports Memberships.
(g) As an exception to the general rule for the reissuance of Full
Memberships and Sports Memberships described above, Full Members and Sports
Members who own a residence or homesite in Frenchman's Reserve shall have the
opportunity for the thirty-day period immediately following the closing of the
sale of their residence or homesite in Frenchman's Reserve to arrange for the
Club to reissue their membership to the purchaser of their residence or homesite
in Frenchman's Reserve. Full Members and Sports Members shall have this
opportunity even though all of the memberships in their classification of Equity
Membership have not been issued and even though a resigned membership list for
their classification of membership or a waiting list of persons desiring to
obtain their classification of membership has been established. In order for the
subsequent purchaser of the residence or homesite in Frenchman's Reserve to be
eligible to apply for the resigned member's Full Membership or Sports
Membership, the resigned member must have paid the membership contribution and
all of the dues, fees, dining minimums, assessments and other charges in full at
the time of transfer. The purchaser of the resigned member's residence or
homesite in Frenchman's Reserve must submit an Application for Equity
Membership, be approved for membership and pay the membership contribution
charged at that time. The reissuance of a Full Membership or Sports Membership
to a subsequent purchaser of a resigned member's residence or homesite in
Frenchman's Reserve, as described herein, is excluded from and is not included
in determining when every fourth membership or every membership has been issued.
Since property owners in Frenchman's Reserve must acquire at least a
Social Membership, the Club will reissue a Social Member's membership to the
subsequent owner of their property upon approval and payment of the required
membership contribution charged at that time.
-22-
If a Full Member or Sports Member resigns from the Club and is not
selling his or her residence or homesite in Frenchman's Reserve or does not
arrange for the purchaser of his or her residence or homesite in Frenchman's
Reserve to acquire his or her Full Membership or Sports Membership, then the
membership shall be placed on the appropriate resigned membership list described
above for reissuance by the Club and there is no guarantee that the Club will
reissue the membership or that the resigned member will be able to recover any
portion of the membership contribution paid for their membership.
(h) The Club shall refund to the Equity Member a pro-rata portion of
any unused dues, fees, dining minimums and other charges paid in advance
beginning with the first full month after the Equity Membership is reissued by
the Club to a new member.
(i) Equity Members may take their memberships with them to another
residence or homesite they own in Frenchman's Reserve. If a member wants to take
the Equity Membership to a residence or homesite which is being sold by a Full
Member or Sports Member, the prior written approval of both members to the
transfer must be delivered to the Club on such forms as may be provided by the
Club from time to time.
(j) Upon the reissuance of a resigned member's Full Membership or
Sports Membership (excluding the transfer of a membership to a surviving spouse
or an heir upon the death of an Equity Member or the transfer of a membership to
a spouse upon the legal separation or divorce of a member), the Club shall pay
to the resigned Full Member or Sports Member a transfer payment equal to one
hundred percent of the actual membership contribution previously paid to the
Company or the Club by the resigned member for their classification of Equity
Membership, without interest. The transfer payment shall be paid to the resigned
member within thirty days after the resigned member's membership is reissued by
the Club to a successor member who has been approved for membership and paid the
required membership contribution in full to the Club and the resigned member has
surrendered their membership certificate to the Club. However, if the Full
Member or Sports Member owns a residence or homesite in Frenchman's Reserve and
is simply resigning their Full Membership or Sports Membership and not selling
their residence or homesite in Frenchman's Reserve, then the transfer payment
paid to such resigned Full Member or Sports Member shall be reduced by the
amount of the membership contribution charged for a Social Membership at the
time the resigned member originally acquired their Full Membership or Sports
Membership. This reduction in the amount of the transfer payment is necessary
since all property owners in Frenchman's Reserve must maintain at least a Social
Membership at all times. In this event, such Social Member shall receive another
refund from the Club in the amount and in the manner described in the next
paragraph upon the subsequent sale or other transfer of their residence or
homesite in Frenchman's Reserve to a new owner.
A Social Member, who owns a residence or homesite in Frenchman's
Reserve, shall be paid a transfer payment by the Club equal to one hundred
percent of the actual membership contribution previously paid to the Company or
the Club by the member for the Social Membership, without interest. This
transfer payment shall be paid to the Social Member within thirty days after the
Social Membership is reissued by the Club to the subsequent owner of the
member's residence or homesite in Frenchman's Reserve who has paid the required
membership contribution in full to the Club. However, no transfer payment will
be paid upon the continuation of a Social Membership by the surviving spouse or
an heir upon the death of a Social Member or the transfer of a Social Membership
to a spouse upon the legal separation or divorce of a Social Member.
-23-
(k) In order for a resigned Equity Member to be paid the transfer
payment described above, the required membership contribution and all dues,
fees, dining minimums, assessments and other charges must be paid in full. The
Club will deduct from the amount to be paid to a resigned member any amount that
the resigned member owes to the Company or to the Club.
(l) The difference between the membership contribution paid by a new
member and the transfer payment paid to a resigned member shall be paid to the
Company if the resigned membership is reissued prior to the Turnover Date and
shall be retained by the Club if the resigned membership is reissued after the
Turnover Date.
(m) The Company reserves the right to change the amount of the
transfer payment and the terms of payment of the transfer payment for unissued
memberships in the Club, including resigned memberships reissued by the Club.
Any such change will not affect, in any way, the rights of members of the Club
who have obtained a membership prior to the time the change takes effect. The
Club shall have this right after the initial issuance of all of the Equity
Memberships permitted to be issued at the Club.
(n) The Club is not obligated to reissue a resigned Equity
Membership or repay any portion of membership contribution under any
circumstances other than those described above. However, the Club may repay a
member's membership contribution or any portion thereof in such hardship
situations deemed appropriate by the Club, in its discretion.
(o) Full Members and Sports Members who have resigned membership
privileges shall be obligated to continue to pay dues, dining minimums,
assessments and other charges associated with their resigned membership until
their membership is reissued by the Club. Social Members who own a residence or
homesite in Frenchman's Reserve must continue to pay the required dues, fees,
dining minimums, assessments and other charges associated with their Social
Membership until the sale or transfer of their residence or homesite to another
owner. A resigned member may use the Club Facilities until their membership is
reissued by the Club as long as the required dues, fees, dining minimums,
assessments and other charges continue to be paid.
11. Transfer Upon Death Or Divorce
(a) Upon the death of an Equity Member who owns a residence or
homesite in Frenchman's Reserve, the membership will automatically pass to the
member's surviving spouse, if any, provided the surviving spouse is the owner of
the residence or homesite in Frenchman's Reserve, without the payment of any
additional membership contribution. If a deceased member is not survived by a
spouse or the surviving spouse is not the owner of the deceased member's
residence or homesite in Frenchman's Reserve, then the heir of the deceased
member's residence or homesite in Frenchman's Reserve may continue with the
deceased member's membership without the payment of any additional membership
contribution, subject only to the approval of the Club and the payment by the
heir of all outstanding amounts owed to the Club (including all dues, fees,
dining minimums, assessments and other charges associated with the deceased
member's membership for the intervening time between the date of the member's
death and the date of the application by the heir). The continuation of a
deceased member's membership by a surviving spouse or an heir of the deceased
member's residence or homesite does not require a transfer payment by the Club
and the opportunity to be paid the transfer payment upon the subsequent
reissuance of the deceased member's membership by the Club as further described
herein shall be transferred to the surviving spouse or heir that continues with
the membership.
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Upon the death of a member at Frenchman's Reserve Country Club who does
not own a residence or homesite in Frenchman's Reserve, the membership
privileges shall be transferred to the member's surviving spouse, without the
payment of any additional membership contribution. If the deceased member is not
survived by a spouse or the surviving spouse does not desire to continue
membership privileges, then the membership of the deceased member shall be
resigned and placed on the appropriate resigned membership list and reissued by
the Club on the same basis as any other resigned membership. In this event, the
obligation to pay dues, fees, dining minimums, assessments and other charges
associated with the deceased member's membership shall terminate upon the death
of the member.
(b) In the event an Equity Member is legally separated or divorced,
title to the membership, including all rights and benefits given to the holder
thereof, shall continue and vest in the spouse awarded the residence or homesite
in Frenchman's Reserve. In the event the Equity Member does not own a residence
or homesite in Frenchman's Reserve, then title to the membership, including all
rights and benefits given to the holder thereof, shall continue and vest in the
spouse awarded the membership in a written separation agreement or final divorce
decree. Until written notice has been provided to the Club, each spouse shall be
jointly and severally responsible for the payment of all dues, fees, dining
minimums, assessments and other charges associated with such membership. The
Club will not be involved in any dispute and reserves the right to suspend all
membership privileges in the event of disagreement over which spouse retains the
membership privileges. The Club shall not pay any transfer payment upon the
legal separation or divorce of a member.
12. Privileges Of Tenants
Equity Members have the opportunity to designate tenants who lease
their residence in Frenchman's Reserve with a lease term of at least ninety (90)
days as the beneficial user of their membership privileges in the Club. This
opportunity is subject to the Rules and Regulations established by the Club from
time to time, including the limitation that a member may not designate more than
two tenants as the beneficial user of their membership during any membership
year. The tenant must submit an application and be approved prior to use of any
of the Club Facilities. Applications submitted by tenants shall be evaluated on
the same basis as any other application submitted by a member who does not own a
residence or homesite in Frenchman's Reserve. A tenant who is designated as the
beneficial user of the member's membership is allowed, upon payment of all
required use charges and fees (including but not limited to, green fees, golf
cart fees, tennis court fees and other personal charges incurred at the Club) to
the same privileges to use the Club Facilities as the lessor member. In
addition, the member who owns the residence in Frenchman's Reserve and the
tenant must comply with all requirements of the Frenchman's Creek Master
Property Owners Association, Inc. and the Declaration of Restrictions and
Covenants for Frenchman's Reserve.
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During the time a member has designated the tenant of his or her
residence in Frenchman's Reserve as the beneficial user of their membership
privileges, the member shall have no privileges to use the Club Facilities by
virtue of the membership at the Club, except the dining facilities provided at
the Club Facilities. The member shall continue to pay the required dues, fees,
dining minimums, assessments and other charges associated with his or her
membership. Members are responsible for all charges incurred by their tenant
which remain unpaid after the customary billing and collection procedure of the
Club and for the deportment of each tenant. The Club reserves the right to
establish other rules relating to use of the Club Facilities by tenants from
time to time.
ARTICLE XI
OTHER MEMBERSHIP/ LICENSE PRIVILEGES
1. Invitational Licenses
The Club may issue recallable non-equity, non-transferable annual or
seasonal licenses known as "Invitational Licenses." The privileges of
Invitational License holders will be established by the Board of Directors of
the Club from time to time and will be described in a separate Invitational
License Plan or Application for Annual License. Invitational License holders are
not entitled to vote on any Club matters and do not have any equity or ownership
interest in the Club or the Club Facilities.
Initially, the Club will offer a limited number of Invitational Golf
Licenses on an annual basis and possibly on a seasonal basis. However, the
maximum number of Invitational Annual Golf Licenses at the Club shall be the
difference between three hundred forty-nine (349) and the actual number of
dues-paying Full Memberships issued at Frenchman's Reserve Country Club on the
first day of each membership year.
2. Use Of Other Club Facilities
The Company and the Club reserve the right, but have no obligation, to
enter into reciprocal use arrangements with other clubs, including but not
limited to, other clubs owned, controlled or managed by the Company, the Club or
their affiliates, which would allow members at Frenchman's Reserve Country Club
to use the facilities at other clubs and the members at other clubs to use the
facilities provided at Frenchman's Reserve Country Club. The terms of such use
and the fees to be paid for the reciprocal use privileges will be established by
the Company or the Club from time to time. The reciprocal use privileges may
extend and continue after the Turnover Date and may be terminated at any time in
the discretion of the Company.
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3. Honorary Memberships
A limited number of Honorary Memberships may be issued to persons
designated by the Club or the Company from time to time. These memberships are
in addition to all other memberships to be issued at Frenchman's Reserve Country
Club and shall be available on terms and conditions and allow such privileges as
shall be established by the Club and the Company. Honorary Memberships may be
changed at any time by either the Club or the Company (depending on which entity
designated the user as an Honorary Member initially) and a new user designated
to use the membership privileges from time to time. However, the Company may
designate up to five Honorary Memberships prior to the Turnover Date that shall
be permanent lifetime memberships with full privileges for those persons
designated by the Company and their immediate families. These five (5) Honorary
Memberships shall not pay dues.
ARTICLE XII
GUEST PRIVILEGES
Guests of members may be extended guest privileges subject to
applicable guest fees, charges and the Rules and Regulations established from
time to time by the Board of Directors. Guest privileges may be denied,
withdrawn or revoked at any time for reasons considered sufficient by the Board
of Directors. All guests shall be either houseguests or day guests. A houseguest
is defined as a guest temporarily residing in a member's residence in
Frenchman's Reserve. All other guests of a member shall be considered day
guests.
Day guests must be accompanied by the member at all times when using
the Club Facilities, unless otherwise permitted by the Club from time to time.
Day guests will be charged guest fees established by the Board of Directors for
their use of the Club Facilities.
Houseguests are permitted to use the Club Facilities unaccompanied by
the member. In addition to all use fees as established by the Board of
Directors, houseguests may be charged a temporary houseguest membership fee for
each one week period.
ARTICLE XIII
DUES, FEES AND CHARGES
The Club's membership year will constitute the twelve-month period
commencing November l and ending on October 31, unless otherwise established by
the Club.
The Board of Directors of the Club will determine the amount of dues,
fees, dining minimums and other charges to be paid by each member from time to
time. The amount of dues, fees and other charges payable by each member will
depend upon the classification of membership selected. Members will also be
obligated to pay all applicable sales taxes and/or admission taxes imposed by
the State of Florida on dues, fees, dining minimums, assessments and other
charges established by the Club. The payment of dues, fees, charges, dining
minimums, state taxes, service charges and other personal charges that the Club
may establish from time to time is required to obtain and maintain membership
privileges at Frenchmen's Reserve Country Club and is not considered either an
operating assessment or capital assessment. The dues may be established at any
level deemed appropriate by the Board of Directors of the Club, provided
however, that the dues charged to Social Members and that portion of the dues
charged to Full Members and Sports Members attributed to the social component of
their membership shall not exceed each member's prorata share of all operating
expenses incurred (whether direct, indirect or apportioned by the Club) in
connection with the normal course of conducting and operating all of the Club
Facilities and all of the services, except those relating directly to the
eighteen-hole golf course, golf practice facilities and tennis facilities,
provided at the Club, including, but not limited to, salaries, wages, employee
benefits and payroll expenses (including payroll taxes, profit sharing
arrangements and insurance), marketing, advertising and promotional expenses,
housekeeping, laundry, cleaning and rental charges for uniforms and linen,
replacement of all inventories, replacement of broken, damaged or lost silver,
chinaware, glassware, cooking utensils and other similar items, office supplies,
postage, printing, routine office expenses and accounting services, costs of
entertainment including vocalists, bands, etc., insurance premiums and property
taxes, auditing, accounting costs, computer fees and legal fees, costs incurred
for utilities, including all electric, gas and water costs, lease payments on
any items of furniture, fixtures and equipment and all other such expenses.
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The Club is also obligated to pay assessments to the Frenchman's Creek
Master Property Owners Association, Inc. pursuant to the Declaration of Master
Covenants for Frenchman's Reserve Country Club recorded in the Public Records of
Palm Beach County.
The obligation to pay dues is not dependent on the availability of all
the facilities or the frequency of use. Repair and maintenance of the facilities
and/or other occurrences may make it necessary for the Club to change hours of
use or restrict the use of the facilities or to close certain facilities
temporarily. The Club will not reduce or suspend dues during the time when the
facilities, in whole or in part, are not available.
Dues shall be due and payable in advance, on or before the first day of
each membership year, unless otherwise established by the Club. The current dues
for use of the Club Facilities are set forth on the Schedule of Dues, Fees and
Charges. The amount of dues for subsequent years is subject to change.
Monthly statements reflecting all fees and charges incurred by the
member and all payments received by the Club from the member will be closed on
the last day of each month and will normally be mailed to the members of the
Club within five (5) days. All statements are due and payable upon receipt and
in no event later than the twentieth day of the month in which the statement was
mailed. A late charge and/or interest will be added to all outstanding balances
in accordance with the Rules and Regulations if the statement is not paid by the
twentieth day of the month. In addition, the Club reserves the right to place
any member whose account is not paid in full by the twentieth day of the month
on a cash-only basis for any or all services and merchandise otherwise provided
for credit at any time.
The failure of any member of the Club to timely pay all fees and other
charges by the twentieth day of the month and the failure to pay dues and all
amounts of the membership contribution when due shall constitute grounds for
suspension of the privileges of membership at the Club. In the event a person
who owns a residence or homesite in Frenchman's Reserve fails to pay the
required dues, fees, dining minimums, assessments and other charges, then the
Club may suspend the privileges of membership or take any other disciplinary
action relating to his or her membership in the Club. Upon suspension of the
privileges of a membership held by a person who owns a residence or homesite in
Frenchman's Reserve, the dues obligation of the Social Membership shall continue
to accrue until the closing of the sale or other transfer of such individual's
residence or homesite in Frenchman's Reserve to another owner. In the event the
privileges of a membership are suspended, the member will no longer have any
membership privileges to use the Club Facilities and will not be paid a transfer
payment or be entitled to a refund of any portion of the membership contribution
previously paid.
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The Club shall also have the right to file a lien against a Social
Member's residence or homesite in Frenchman's Reserve for non-payment of dues,
fees, dining minimums, assessments and other charges established by the Club.
This security interest may be perfected by filing a UCC financing statement with
the appropriate public registries. The lien for unpaid dues, fees, dining
minimums, assessments and other charges shall be subordinate to a bona fide
first mortgage held by a mortgagee on any residence or homesite in Frenchman's
Reserve, if the mortgage is recorded in the Public Records of Palm Beach County
prior to the claim of lien by the Club. The claim of lien shall not be affected
by any sale or transfer of a residence or homesite, except in the event of a
sale or transfer of a residence or homesite pursuant to a foreclosure (or deed
in lieu of foreclosure) of a bona fide first mortgage, in which event, the
acquirer of title, its successors and assigns, shall not be liable for such sums
secured by a claim of lien encumbering the residence or homesite or chargeable
to the former owner of the residence or homesite which became due prior to such
sale or transfer. Any sale or transfer pursuant to a foreclosure shall not
relieve the member from liability for, nor the residence or homesite from the
lien of any dues, fees, dining minimums, assessments and other charges made
thereafter. Nothing herein shall be construed as releasing the member liable for
any delinquent dues, fees, dining minimums, assessments and other charges from
the payment thereof, or the enforcement of collection by means other than
foreclosure. In the event of a default in the payment of any dues, fees, dining
minimums, assessments and other charges, the Club may accelerate the dues, fees,
dining minimums, assessments and other charges for the next ensuing twelve-month
period, and for twelve months from each subsequent delinquency. The Club may, at
any time, bring an action at law against the member personally obligated to pay
the dues, fees, dining minimums, assessments and other charges, and/or foreclose
the lien against the residence or homesite in Frenchman's Reserve, or both.
There shall be added to the claim of lien all costs expended in preserving the
priority of the lien and all costs and expenses of collection, including
attorneys' fees and paraprofessional fees, at all levels of proceedings,
including appeals, collection and bankruptcy. The Club shall have all of the
remedies provided herein and in the Rules and Regulations and any others
provided by law and such remedies shall be collective and the bringing of an
action shall not constitute an election or exclude the bringing of any other
action. Liens for unpaid dues, fees, dining minimums, assessments and other
charges shall be prior to the liens of the Frenchman's Creek Master Property
Owners Association, Inc.
Each member shall be legally and financially responsible for his or her
acts or omissions as well as those of the member's immediate family, guests and
tenants.
Full Members, Sports Members and Social Members who do not desire to
use their membership privileges during any particular membership year may
arrange through the Club for the exchange of their membership privileges with
those of another member of the Club upon obtaining the approval of the Club, the
payment of an exchange fee charged from time to time by the Club and the
exchanging members' payment of their respective dues. The right to exchange
membership privileges shall be on a membership year basis and shall not affect
the exchanging members' rights to their underlying memberships or obligations
for such memberships. Members shall be responsible for payment of all fees,
dining minimums, assessments and other charges, except dues, based on the
classification of their underlying membership.
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ARTICLE XIV
DELINQUENCIES
1. Statement
An itemized statement of any dues, fees, dining minimums, assessments
and other charges shall be mailed monthly to each member. Any member failing to
pay his or her indebtedness to the Club by the twentieth day of the month shall
be subject to action as is determined appropriate by the Board of Directors. The
failure of any member to pay dues within the prescribed period shall constitute
grounds for suspension of the privileges of his or her membership.
2. Liens
No member shall be permitted to create, incur, assume or suffer to
exist upon the member's membership any liens or security interests whatsoever
except to the extent the lien or security interest represents a purchase money
lien and security interest incurred as a result of acquiring the membership and
is approved in advance by the Club. In the event of foreclosure of the purchase
money lien or security interest incurred as a result of acquiring the
membership, the party foreclosing on the membership must give the Club written
notice of the pending foreclosure, and the Club shall have the right to
repurchase the membership before the foreclosure on the same basis as if the
member had resigned membership privileges in the Club.
ARTICLE XV
DISCIPLINE
Any member, immediate family member or guest of the member whose
conduct shall be deemed by the appropriate committee to be improper or likely to
endanger the welfare, safety, harmony or good reputation of the Club or its
members, may be reprimanded, fined or suspended from the Club by action of the
Board of Directors. The Board of Directors shall be the sole judge of what
constitutes improper conduct or conduct likely to endanger the welfare, safety,
harmony or good reputation of the Club or its members.
1. Board Action
A member shall be notified of any proposed disciplinary action and
shall be given an opportunity to be heard by the Board of Directors to show
cause why the member should not be disciplined in accordance with this Article.
If the member desires to be heard, the member must provide a written request for
a hearing to the General Manager within seven (7) days after the date of the
Club's notice to the member of the proposed action. Upon receipt of the written
request for a hearing, the Board of Directors shall set a time and date for such
hearing, which shall in no event be less than five (5) days after such request.
Depending on the severity of the violation in the discretion of the Board of
Directors, the membership/use privileges of the offending member, designee or
immediate family member may be suspended pending a final resolution.
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2. Suspension
The Board of Directors may suspend a member and/or any immediate family
member or guest of the member from some or all of the privileges of the Club for
a period of up to one (1) year if the appropriate committee of the Club and the
Board of Directors determine that the member's conduct was improper or likely to
endanger the welfare, safety, harmony or good reputation of the Club or its
members. Dues and other obligations shall accrue during such suspension and must
be paid in full when due.
3. Resignation-Request By Board Of Directors
The Board of Directors may, by a two-thirds (2/3) vote of the Directors
present, request the resignation of any member of the Club for cause deemed
sufficient by the Board of Directors.
ARTICLE XVI
CORPORATE SEAL
The Corporate Seal of the Club shall be circular in form and shall have
inscribed thereon the name of the corporation and the words "seal", "Florida",
"Not-For-Profit Corporation" and the year of incorporation. The corporate seal
shall be in the possession of the Secretary of the Club and be affixed by the
Secretary to all documents relating to the official acts of the Club, as
authorized by the Board of Directors.
ARTICLE XVII
MISCELLANEOUS
1. Fiscal Year
The fiscal year of the Club shall commence on the first day of November
and conclude on the last day of October.
2. Assessments
There will be no assessments for operating deficits prior to the
Turnover Date. The term "operating deficits" shall mean that amount by which all
operating cash expenses incurred by the Club (whether direct, indirect or
apportioned) in connection with the normal course of conducting and operating
all of the Club Facilities and providing all of the services at the Club
determined in accordance with generally accepted accounting principles, applied
consistently from year to year (excluding depreciation expense and amortization
expense) shall exceed all cash revenue received by the Club including all
interest earned (excluding all membership contributions received from the
issuance of memberships) determined in accordance with generally accepted
accounting principles, applied consistently from year to year. However, the
Board of Directors of the Club may find it necessary to make assessments, in
addition to dues, to cover any operating deficits that occur after the Turnover
Date. Any assessments imposed by the Board of Directors of the Club after the
Turnover Date to cover operating deficits shall be prorated among all
outstanding dues-paying Equity Memberships based on the annual dues charged to
each such Equity Member during the year in which the operating deficit occurs.
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Prior to the Turnover Date, there will be no assessments for capital
expenditures to the Club Facilities unless such capital assessment is approved
by the Company, a majority of the members of the Board of Directors of the Club,
a majority of the members of the Advisory Board of Governors and sixty percent
(60%) of all of the members in each classification of Equity Membership that
would be required to pay such capital assessment. After the Turnover Date, there
will be no assessments for capital expenditures to the Club Facilities unless
such capital assessment is approved by a majority of the members of the Board of
Directors of the Club and sixty percent (60%) of all of the members in each
classification of Equity Membership that would be required to pay such capital
assessment. All proposed assessments for capital expenditures to the golf
facilities or tennis facilities shall be paid equally by all Full Members and
Sports Members. Social Members shall not pay any assessment for capital
expenditures to the golf and tennis facilities provided at the Club. All other
assessments for capital expenditures shall be paid equally by all Equity
Members.
The Club will make no capital or operating assessment nor charge any
dues, fees, dining minimums, assessments or other charges on any Equity
Membership during the period while the Equity Membership is held for sale by the
Company, including but not limited to, those resigned Equity Memberships which
the Company purchases from the Club. Invitational Licenses will not be assessed
for capital assessments or operating assessments.
Failure to pay any assessment shall subject an Equity Member to the
same penalties as failure to pay any other indebtedness to the Club.
3. Conflict Between By-Laws And Articles Of Incorporation
In the event of conflict between the terms of these By-Laws and
Articles of Incorporation, the Articles of Incorporation shall prevail.
4. Dissolution Of Club
In the event of dissolution or final liquidation of the Club after the
Turnover Date, all of the property and assets of the Club, after payment of its
debts, shall be distributed, as permitted by applicable Florida law and a court
having jurisdiction, among the holders of the outstanding dues-paying Equity
Memberships of the Club in proportion to the value of their Equity Memberships
as fixed by the Club at that time.
5. Indemnification By The Club
The Club shall indemnify and hold harmless each person who shall serve
at any time hereafter as a member of the Board of Directors, the Advisory Board
of Governors or as an officer of the Club from and against any and all claims
and liabilities to which such person shall become subject by reason of his or
her having been, or hereafter being, a member of the Board of Directors, the
Advisory Board of Governors or an officer of the Club, or by reason of any
action alleged to have been taken or omitted by him or her as such member of the
Board of Directors, the Advisory Board of Governors or officer of the Club, and
shall reimburse each such person for all legal and other expenses reasonably
incurred by him or her in connection with any such claim or liability to the
fullest extent permitted by applicable Florida law. However, no such person
shall be indemnified against, or be reimbursed for, any expense incurred in
connection with any claim or liability arising out of his or her willful
misconduct.
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ARTICLE XVIII
AMENDMENTS
1. By Board Of Directors
Prior to the Turnover Date, these By-Laws may be amended by a majority
of all of the members of the Board of Directors of the Club, provided that the
amendment or alteration is approved by the Company and is set forth in the
notice of the meeting at which the matter is to be acted upon and provided that
the amendment is not materially adverse to the rights of the Equity Members of
the Club, in the discretion of the Company. A majority of the votes associated
with the outstanding Equity Memberships that would be affected by the proposed
amendment must approve any amendment to these By-Laws prior to the Turnover Date
which is materially adverse to the rights of the Equity Members.
2. By Equity Members
Subject to the restrictions set forth in Section 3 below, these By-Laws
may be altered, amended, or repealed or new By-Laws may be adopted except as
otherwise provided herein, only by: (a) a majority vote of all of the members of
the Board of Directors, and (b) a majority of the votes cast by the Equity
Members in person or by proxy at any duly called and constituted annual or
special meeting of the Equity Members of the Club at which a quorum of the
Equity Members is present either in person or by proxy. The proposed amendment
must be set forth in the notice of the meeting.
3. Restrictions On Amendments
Prior to the initial sale of all Equity Memberships permitted to be
issued at the Club, neither the Club nor the Equity Members may change, modify
or delete the provisions of these By-Laws and the Plan Documents without the
prior written consent of the Company.
After the initial issuance of all Equity Memberships permitted to be
issued at the Club, the following provisions may only be changed, modified or
deleted if such change is approved by a majority of all of the members of the
Board of Directors of the Club and seventy-five percent (75%) of all of the
members in each classification of Equity Membership that would be affected by
such change or modification: (a) the total number of Equity Memberships or the
number of members allowed in any particular classification of membership as
described in the Plan Documents as of the Turnover Date, (b) the restrictions or
limitations on assessments on Equity Members as described in the Plan Documents
as of the Turnover Date, (c) the eligibility to acquire an Equity Membership as
described in the Plan Documents as of the Turnover Date, (d) the rights of
tenants to use the Club Facilities as described in the Plan Documents as of the
Turnover Date, and (e) this Section 3, Article XVIII of the By-Laws of the Club
as of the Turnover Date.