1.01 The purpose of the Club is to maintain suitable grounds on which to play the games of golf, tennis and other similar outdoor sports and to maintain a clubhouse and accessories for the use of members of the Club (referred to herein individually as “Member” and collectively as “Members” or “Membership”) and their guests.

1.02 The Club shall not be used for any purpose that is inconsistent with the Use Permit, dated November 8, 1966, issued by the Incorporated Village of Nissequogue.

ARTICLE II

Property

2.00 The property or the Club shall consist of a clubhouse (the “Clubhouse”), tennis courts and suitable grounds for playing golf, tennis and for participating in other similar outdoor sports and such other property and facilities as may be necessary for its purposes (referred to herein as the “Club Property”).

2.01 The Club Property that consists of personal property shall not be loaned or removed from the premises or be put to other use than that for which it was intended.

2.02 The Members must pay for the repair of all breakage or damage to the Club Property caused by them, their family members or their guests.

2.03 No Member or any other person shall have or acquire any property rights in the Club Property, assets or holdings or the Club, except as provided in the Certificate of Incorporation or Bylaws of the Club.

2.04 The Club shall not, under any circumstances, be responsible for the property of members, visitors, guests or other persons brought on the premises for any purpose whatsoever.

ARTICLE III

Membership

3.00 Members shall be classified as hereinafter provided. Each classification as herein defined shall have the rights, privileges and obligations pertaining to such classification.

3.01 A Member shall be defined as the individual in whose name the application for membership has been granted. A Member shall be responsible for the conduct of all family members and guests who enjoy the privileges of the Club pursuant to his or her membership.

3.02 Proprietary Members. Proprietary Members shall be those members (referred herein as “Proprietary Members”) who are holders of Proprietary Membership Bonds of the Club. The Board of Governors, at its discretion, may limit the number of Proprietary Members in any individual classification as set forth below or in the total number Proprietary Members in all classes. Proprietary Members shall include the following:

3.02(1) Golf Proprietary Members. Golf Proprietary Members shall include those Members who pay the required dues for Golf Proprietary Members as determined in accordance with Section 5.00 hereof and hold two (2) Proprietary Membership Bonds. Golf Proprietary Members shall be entitled to full use of all of the Club facilities including golf, tennis and house. The total number of Golf Proprietary Members and Weekday Golf Proprietary Members shall not exceed 250.

3.02(2) Tennis Proprietary Members. Tennis Proprietary Members shall include those Members who pay the required dues for Tennis Proprietary Members as determined in accordance with Section 5.00 hereof and hold one (1) Proprietary Membership Bond. Tennis Proprietary Members shall be entitled to full use of the tennis and house facilities, along with limited golf privileges, as determined by the Board of Governors.

3.02(3) House Proprietary Members. House Proprietary Members shall include those Members who pay the required dues for House Proprietary Members as determined in accordance with Section 5.00 hereof and hold one (1) Proprietary Membership Bond. House Proprietary Members shall be entitled to full use of all house facilities, along with limited golf and tennis, as determined by the Board of Governors.

3.02(4) Weekday Golf Proprietary Members. Weekday Golf Proprietary Members shall include those Members who pay the required dues for such membership as determined in accordance with Section 5.00 hereof and hold two (2) Proprietary Membership Bonds. Weekday Golf Proprietary Members shall have full use of the golf, tennis and house facilities, except that use of golf and tennis facilities shall be limited to Monday through Friday, when available.

3.03 Non-Proprietary Members. Non Proprietary members shall be those Members (referred to herein as “Non-Proprietary Members”) who are not holders of Proprietary Membership Bonds, Non-Proprietary members shall include the following:

3.03(1) Golf Non-Proprietary Members. Golf Non-Proprietary Members shall include those Members who pay the required dues for Golf Non-Proprietary members as determined in accordance with Section 5.00 hereof. Golf Non-Proprietary Members shall be entitled to full use of all Club facilities, including golf, tennis and house. A Golf Non-Proprietary member who has been a member in good standing for one year shall be offered the opportunity to fill any available Golf Proprietary Membership upon purchase of two (2) Proprietary Membership Bonds, subject to approval of the Board of Governors.

3.03(2) Golf Weekday Non-Proprietary Members Weekday Golf Non-Proprietary Members shall include those non-proprietary members who pay the required dues for such membership as determined in accordance with Section 5.00 hereof. Weekday Golf Non-Proprietary Members shall have full use of the golf, tennis and house facilities, except that use of the golf and tennis facilities will be limited to Monday through Friday, when available.

3.03(3) Tennis Non-Proprietary Members. Tennis Non-Proprietary Members shall include those Members who pay the required dues for Tennis Non-Proprietary Members as determined in accordance with Section 5.00 hereof. Tennis Non-Proprietary Members shall be entitled to full use of all Club facilities, other than golf. A Tennis Non-Proprietary Member who has been a member in good standing for one year shall be offered the opportunity to become a Tennis Proprietary member upon purchase of one (1) Proprietary Membership Bond, subject to approval of the Board of Governors.

3.03(4) House Non-Proprietary Members. House Non- Proprietary Members shall include those Members who pay the required dues for House Non-Proprietary Members as determined in accordance with Section 5.00 hereof. House Non-Proprietary Members shall be entitled to full use of all Club facilities, other than golf and tennis. A House Non Proprietary Member who has been a member in good standing for one year shall be offered the opportunity to become a House Proprietary Member upon purchase of one (1) Proprietary Membership Bond.

3.03(5) Corporate Members. Corporate Members shall be entitled to full use of all Club facilities. All Corporate Members shall be permitted six (6) participants or signatories, four (4) of which shall be Golf Members and two (2) of which shall be House Members. Membership from qualified applicants for this class are limited to a total of ten (10). The Corporate Member may become a Proprietary Member by the purchase of one (1) Bond, subject to approval by the Board of Governors, and if so approved, the Corporate Member shall designate one (1) individual, subject to approval of the Board of Governors and Proprietary Members, who shall represent the Corporate Member.

3.03(6) Associate Members. Associate Members shall be those Members who are between the ages designated by the Board of Governors, from time to time, and shall include the following: (i) Associate Golf Members; (ii) Associate Tennis Members; and (iii) Associate House Members. The status and rights of Associate Members shall be determined by the Board of Governors.

3.03(7) Honorary Members. Honorary Members, not to exceed a total of ten (10) in number, shall be entitled to such privileges and use of Club facilities, as may be determined by the Board of Governors (referred to herein individually as “Governor; or collectively as “Governors” or the “Board”) from time to time. If such membership be offered to a surviving spouse of a deceased Member, this special consideration would be rescinded should the surviving spouse remarry. All Honorary Members although exempt from dues and assessments, shall be subject to all normal fees and expenses, and shall be subject to a twenty percent (20%) service charge on all House expenditures.

3.03(8) Golf Away Members.

Golf Away Members shall include those members who pay the required dues for Golf Away Members as determined in accordance with Section 5.00 hereof. All Golf Away Members shall not have a residence within a one hundred (100) mile radius of the Club from April through October. All Golf Away Members are entitled to twenty (20) rounds of golf per calendar year and shall be entitled to bring twelve (12) guests per calendar year, upon the payment of the appropriate guest fees. All Golf Away Members shall be entitled to use the Club facilities including Tennis and House. All House expenditures by a Golf Away Member shall include a twenty percent (20%) service charge added to the final bill.

There shall be two (2) classes of Golf Away members

(i) Those individuals who were prior Golf Members of the Club

(ii) Those individuals who were not prior Golf Members of the Club

For those individuals who were not prior Golf Members of the Club, in addition to the above mentioned dues and fees, an Initiation Fee equal to one half (1/2) of the Initiation Fee due for a full Golf Member must be paid. Except as stated above, all Golf Away Members shall be exempt from all other normal fees and expenses.

3.03(9) Emeritus Members. The Board in its discretion, may bestow upon those departing Proprietary Members, who have attained the age of sixty and have twenty five years of membership in good standing, Emeritus status. Upon attaining such status, the Member will have all rights and privileges of a House Member. Emeritus Members, although exempt from dues and assessments, shall be subject to all normal fees and expenses and, shall be subject to a twenty (20%) service charge.

3.04 Leaves of Absence: A member other than a Corporate Member may request a Leave of Absence from his or her category of membership by making a written request to the Board of Governors on or before December 1 immediately preceding the year for which leave is requested. Said leave may be granted at the Board’s discretion for a period of one year subject to the following:

3.04 (1) All Club privileges, including voting rights if any, shall be canceled during the period of the leave of absence except that a member may elect, upon written notice to the Board, to retain all the rights and responsibilities of a house member during the period of the leave, in which case he/she shall be responsible for all fees and minimums associated with house membership.

3.04 (2) During the period of the leave, the Member shall be entitled to visit the club as a guest subject to the limitations in effect for guest privileges generally.

3.04 (3) During the period of the leave the Member shall be responsible for any monthly debt service fee as well as any assessments which may be imposed.

3.04 (4) The Member must request in writing his or her reinstatement prior to the termination of the leave of absence.

3.05 Policies. The policies of the Club shall be established by the Board from time to time, shall be consistent with the Certificate of Incorporation and Bylaws of the Club.

3.06 Upgrades. At the discretion of the Board, a Member may be upgraded from one class to another in accordance with the following:

3.06(1) A House Proprietary Member may become a Tennis Proprietary Member or a Golf Proprietary Member, or a Tennis Proprietary Member may become a Golf Proprietary Member, by (i) requesting such status, (ii) paying as an Initiation Fee equal to the difference between (1) the Initiation Fee at the time the Member was elected to an upgraded Membership and (2) the Initiation Fee paid by the Member at the time they originally became a Member at their original status and (iii) satisfying any additional requirements for such Membership as may exist at the time that such Membership is sought. Any Member who resigns his or her status as such and subsequently reapplies for Membership to the Club shall pay a full Initiation Fee upon reestablishing his or her Membership.

3.06(2) A House Non-Proprietary Member may become a Tennis Non-Proprietary Member or a Golf Non-Proprietary Member, or a Tennis Proprietary Member may become a Golf Non-Proprietary Member, by (i) requesting such status, (ii) paying as an initiation fee equal to the difference between (a) the Initiation Fee at the time the Member was elected to an upgraded Membership and (b) the Initiation Fee paid by the Member at the time they originally became a Member at their original status, and (iii) satisfying any additional requirements for such Membership as may exist at the time that such Membership is sought. An Member who resigns his or her status as such and subsequently reapplies for Membership to the Club shall pay a full Initiation Fee upon reestablishing his or Membership.

3.07 Voting Rights. Proprietary Members shall be eligible to vote at meetings of the Membership as follows (i) each Proprietary Member may cast a separate vote for each Bond owned. For example, if the Member owns two (2) Bonds, the Member may cast 2 votes for the same proposition or resolution. As a further example, if the Members are voting to fill three board vacancies, the members may cast two votes for each vacancy. To be eligible to vote, Proprietary Members must be in good standing and have all the Club obligations on a current status. Members who have been posted for non-payment of their account or have been suspended may not vote at or attend meetings of the Membership.

ARTICLE IV

Resignation, Suspension and Expulsion

4.00 A Member may resign by delivery of a written notice to the Club’s business office. Resignations shall be effective at the end of the calendar year meaning the Member shall remain responsible for all dues, fees and assessments for the balance of the calendar year, except as otherwise approved by the Board of Governors. All of the resigning Member’s indebtedness to the Club becomes due and payable upon the effective date of the resignation.

4.01 Any Member may be suspended or expelled by a vote of a majority of the Board for nonpayment of any indebtedness of any kind to the Club.

4.02 For any other good cause, a Member may be expelled or suspended or other appropriate action may be taken (including but not limited to fines or reprimands) by a two-thirds majority of the Board.

4.02(1) The term “good cause”, for purposes of this section shall include, but not be limited to, disorderly conduct at the Club, conduct endangering the good order, welfare or character of the Club, violation of Club rules, and being deemed “financially Irresponsible” as defined in Section 5.03 hereof.

4.02(2) All complaints regarding Member misconduct shall be referred to the Grievance Committee. The Grievance Committee, either upon receiving such a complaint or on its own initiative shall determine whether there exist sufficient grounds to proceed to disciplinary hearing against the member. Should the Grievance Committee determine by majority vote that sufficient grounds exist, it shall conduct a hearing to determine whether there exists good cause for disciplinary action.

4.02(3) Notice in writing of such hearing, stating the grounds for the proposed suspension or expulsion and notifying such member that he or she has a right to be heard, must be delivered lo the Member or mailed to the Member at his or her last address carried in the records of the Club at least ten (10) days before the scheduled date of the hearing. After such hearing and upon considering all evidence presented to it, the Grievance Committee shall make written recommendation to the Board as to whether such Member should be suspended or expelled or whether any other action should be taken, setting forth its reason for its recommendation.

4.02(4) Within fifteen (15) days of its receipt of the recommendation of the Grievance Committee, the Board shall convene a special meeting at which it shall review said recommendation. Upon review, the Board, by a majority vote, shall accept, reject or modify the penalty recommended by the Grievance Committee. In the event the penalty imposed is expulsion, all Indebtedness to the Club shall immediately be due and payable.

4.02(5) The Board shall be the final arbiter of what constitutes misconduct, what is injurious to the character and interest of the Club, and what constitutes a violation of the By-Laws or other established rules and regulations of the Club. Neither the Board as a body, nor any member thereof shall be liable to a member for any penalty imposed.

ARTICLE V

Fees, Dues, Assessments and Penalties and

Capital Expenditures Limitation

5.00 All members shall be required to pay dues in accordance with his or her Membership classification. The amount of the initiation fees and dues for each class of Members provided for herein shall be fixed and determined by the Board from time to time; provided, however, that (i) the dues paid by Tennis Proprietary Members shall be at a rate less than that paid by Golf Proprietary Members; (ii) the dues paid by House Proprietary Members shall be at a rate less than that paid by Tennis Proprietary Members; (iii) the dues paid by Golf Non-Proprietary Members shall be at a rate less than that paid by Corporate Members; (iv) the dues paid by Tennis Non-Proprietary Members shall be at a rate less than that paid by Golf Non-Proprietary Members; and (v) the dues paid by House Non-Proprietary Members shall be at a rate less than that paid by Tennis Non-Proprietary Members. The Board shall publish and provide a list of current initiation fees and dues structures to all Members.

5.01 The Board shall establish initiation fees and dues for such other classes of membership as may be established hereafter.

5.02 If the Board believes it necessary to levy assessments for the purpose of improving, operating and maintaining the Club, it shall be authorized to levy such assessments from time to time not to exceed in the aggregate one-third of the then aggregate annual dues for all Members per Member for any one calendar year. All other assessments may be levied only:

(i) after approval by a two-thirds majority of the Proprietary Members present, in person or by proxy, at an annual meeting or a special hearing of the Members called for the purpose of considering such a recommendation by the Board and

(ii) against those members whose use of Club facilities shall be directly affected by such expenditure for which the assessment shall be levied.

5.03 Any Member who fails to pay his or her dues, authorized assessments or accounts due the Club within thirty (30) days of his or her statement billing date shall be considered delinquent and charged a $100 late fee, as may be modified by the Board of Governors from time to time. When a Member becomes delinquent, his or her name and amount due shall be posted on the Club bulletin board and a letter shall be sent to him or her immediately by the Club advising him or her that such action has been taken. A charge of the lesser of one and one-half percent (1 ½%) per month or the highest rate permissible by law, of the delinquent amount shall be levied by the Club each month the account remains delinquent. Any Member still in default in the payment of his or her account ten (10) days from the date his or her name and amount due are posted shall be suspended from all Club privileges. If such Member remains in default for an additional thirty (30) days after his or her Club privileges are suspended, he or she shall be asked to appear before the Grievance Committee, in accordance with the provisions of Section 4.02 hereof, which shall determine whether such Member shall be expelled. Any Member who is delinquent three times within any twelve month period shall be fined in an amount as determined by the Board from time to time, shall be deemed “financially irresponsible” and thus subject to suspension or expulsion.

5.03(1) Any Member giving a check to the Club which is not paid on presentation shall be notified of such nonpayment. Endorsed checks will not be accepted. In the event the amount of the check is not paid to the Club together with any bank fee incurred within ten (10) days from the mailing of the notice of nonpayment, such Member shall be dealt with as follows:

5.03(2) For the first offense, the Member may be suspended forthwith, without further action, from all Club privileges until the amount of the check is paid. Notice of such suspension shall be immediately given to the Member.

5.03(3) For the second offense within any period of two months against the foregoing rule, the Member shall, in addition to being suspended as above referred to, be fined in an amount as determined by the Board from time to time.

5.03(4) For the third offense within any period of twelve months against the foregoing rule, the Member shall, in addition to the suspension above provided for, be suspended for a period of thirty (30) days and until the amount of the check is paid, the Member is deemed “financially irresponsible” and thus subject to further suspension or expulsion.

5.03(5) Any member who frequently or habitually gives checks to the Club which are returned unpaid shall, in the discretion of the Board, have his or her credit at the Club suspended for such period as under circumstances the Board may deem proper.

5.04 If any of the Club facilities are unavailable for Membership use due to fire, casualty or other similar occurrence beyond the Club’s control, the Membership shall continue to be liable for the payment of all dues.

5.05 Capital Expenditure Limitation. Any capital project the total cost of which exceeds Two Hundred Fifty Thousand ($250,000.00) Dollars shall require approval by a majority vote of the Proprietary Members present, in person or by proxy, at an annual meeting or a special meeting. Such approval shall also include separate approval of a proposed financing plan or plans.

ARTICLE VI

Governance and General Management

6.00 Board of Governors. The governance and general management of the Club shall be vested in the Board consisting of twelve (12) elected Governors, which shall include the four (4) Officers of the Club, namely, the President, the Vice President, the Secretary and the Treasurer. All Governors shall be Proprietary Members of the Club in good standing. The Board shall meet monthly during the period that the Club is open and at such other times that a meeting shall be called by the President, and written notice of each such meeting shall be given ten (10) days in advance thereof. All meetings of the Board shall be held in executive session and, accordingly, shall not be attended by any Member, unless such Member has received a written invitation from the Board to attend such meeting. Any such invitation may be rescinded by the President or the Board at any time. The General Manager shall be deemed to have received an invitation to attend each and every meeting of the Board, without actual delivery or receipt of an invitation, unless rescinded as provided herein, or the Board is meeting in Executive Session. The decisions of the Board shall be final in all matters, (unless otherwise provided in the Certificate of Incorporation of Bylaws of the Club). At each monthly meeting of the Board, the Board shall designate the date, time and location of the regular Board meeting for the following month. The Board shall have general control over all Officers and committees and shall have full power and authority to do any and all things that are proper to be done by the Club, except as otherwise provided in the Certificate of Incorporation or Bylaws of the Club. No elected Officer or Governor shall receive any remuneration for his or her official services as Officers and Governors.

6.01 Rules, Quorum and Vote. The Board may adopt such rules and regulations for the conduct of its meeting and the general management of the Club as it deems proper. A quorum for the conduct of any business is a majority of Governors. The vote of a majority of the entire Board shall be required for all action by the Board unless otherwise provided herein.

6.02 President. It shall be the duty of the President to preside at all meetings of the Board and Membership. Unless otherwise provided by resolution of the Board, (i) all obligations, contracts in excess of Ten Thousand ($10,000.00) Dollars, deeds, mortgages, promissory notes, checks in the amount of Five Thousand ($5,000.00) Dollars or more and other Instruments shall be signed by (a) the President or his or her designee (as so designated in writing) and (b) the Vice President, the Secretary or the Treasurer, and (ii) all checks in an amount less than Five Thousand ($5,000.00) Dollars or contracts for less than Ten Thousand ($10,000.00) Dollars may be signed by the President or his or her designee (as so designated in writing). In the event that the President appoints a designee for the aforesaid purposes, such designee must be either an Officer of the Club, a Governor or the General Manager. The President, with the approval of the Board shall designate, from among the Governors a Chairperson for each of the various committees of the Board. Each chairperson shall appoint the committee members subject to Board approval, with the exception of the Nominating Committee as provided in Section 6.12(7) hereof. In addition to the committee members appointed by the Chairperson and approved by the Board, the President shall serve as an ex offico member of all committees, with the exception of the Nominating Committee.

6.03 Vice President. In the absence of the President, or if he or she is unable to perform, the Vice President shall perform his or her duties. In case of a vacancy in the Presidency, the Vice President shall perform the duties of the President until his or her successor has been appointed and designated by the Board as provided herein.

6.04 Secretary. It shall be the duty of the Secretary to keep a record of the proceedings of the Club and, with the President, to sign all obligations, contracts in excess of Ten Thousand ($10,000.00) Dollars, deeds, mortgages, promissory notes and other instruments, and to discharge such other duties as may be entrusted to him or her by the Board. In addition, the Secretary shall have such other duties and responsibilities as given him or her by the Board. In addition, the Secretary is absent from any meeting of the Board or the Members or is otherwise unable to perform his or her duties, then the President shall designate another Officer to perform same. The Secretary may delegate such of his or her responsibilities lo the Club Manager as the Board approves.

6.05 Treasurer. The Treasurer shall receive the money of the Club and shall be responsible for the keeping of all accounting records. Such accounts and financial record of the Club shall be subject to the inspection of the Board. In addition, the Treasurer shall have such other duties and responsibilities as given him or her by the Board. The Treasurer may delegate such of his or her responsibilities to the Club Manager as the Board approves.

6.06 Past President. The immediate past President of the Club shall, upon retiring from that office from his or her term as a Governor, serve as an ex officio Governor of the Board until such time a successor President replaces him or her in the ex officio capacity. As such ex officio Member, he or she may participate in all deliberations of the Board, but shall neither vote nor exercise any official executive authority

6.07 Vacancies. In the case of a vacancy in the office of President, Vice President, Secretary Treasurer or a Governor, the Board, by majority vote of the entire Board, shall fill such vacancy by appointment. The appointment shall be for the period of time remaining in the unexpired term. If a Governor is absent from three consecutive Board meetings, the Board may remove him or her and declare a vacancy, provided that such Governor is given written notice thereof from the Secretary after his or her absence from the second meeting.

6.08 Bond. The Board may require that any one or more Officers, Governors or other Club employees be bonded in amounts determined by the Board. The cost thereof shall be paid by the Club.

6.09 Annual Member Meeting. The Annual Meeting of Proprietary Members of the Club shall be held at the Club prior to the end of the second quarter of each fiscal year at a time and place designated in the notice of such meeting. A majority of Proprietary Members in attendance, in person or by proxy, shall constitute a quorum, except for meetings where Member assessments or other fees are at issue. For these meetings, two-thirds of Proprietary Members in attendance, in person or by proxy, shall constitute a quorum. Each Proprietary Member shall have voting rights as defined in Section 3.06 hereof. If a quorum is present, the affirmative vote of the majority of the Proprietary Members at the meeting shall decide all questions considered and shall be the act of the Club, except as otherwise provided by law, the Certificate of Incorporation or Bylaws of the Club.

6.10 Special Member Meetings. Special meetings of Proprietary Members of the Club may be called by the President or the Board upon giving at least fifteen (15) days’ written notice to the Proprietary Members, which notice shall specify the purpose of the meeting. Further, the Board shall call a special meeting of the Membership upon written request of at least one-third of Proprietary Members. A majority of Proprietary Members in attendance, in person or by proxy, shall constitute a quorum. Each Proprietary Member shall have voting rights as defined in Section 3.06 hereof. If a quorum is present, the affirmative vote of the majority of the Proprietary Members at the meeting shall decide all questions properly presented which are permissible for the Proprietary Members to consider and shall be the act of the Club, except as otherwise provided by law, the Certificate of Incorporation or Bylaws of the Club.

6.11 Election and Removal of Governors and Officers. At each annual meeting of the Membership, there shall be elected three (3) Governors each of which shall serve a term of four (4) years.

6.11(1) No Governor shall serve more than two (2) consecutive four (4) year terms.

6.11(2) A Governor may be removed for cause by a two-thirds (2/3) majority vote of all Proprietary Member or a two-thirds (2/3) majority vote of the entire Board.

6.11(3) At the November Board meeting immediately following the annual meeting of the Membership, an organizational meeting of the new Board shall be called to elect from that body a President, Vice President, Secretary and Treasurer to serve for a term of one (1) year. The Officers and Governors shall take office on the first day following the November meeting.

6.11(4) An officer may be removed for cause or without cause by a two-thirds (2/3) majority vote of the entire Board.

6.12 Committees of the Board. All committees authorized by the Board of Governors shall be composed of Proprietary Members or their spouses. The Board shall authorize the following committees:

6.12(1) Executive Committee. The Executive Committee shall be comprised of the Officers of the Club, namely the President, the Vice President, the Secretary and the Treasurer.

6.12(2) Greens Committee. The Greens Committee shall have charge of the upkeep and maintenance of the links, the grounds around the Clubhouse, and subject to the approval of the Board (and the Finance Committee in case of employment only) employ, control and discharge a greens keeper and such assistants as it may deem necessary, purchase the necessary tools, materials, and supplies, select the caddies and fix their rate of compensation, and may adopt rules of play not in conflict with the rules of the United States Golf Association. The Chairperson reports to the Board of Governors.

6.12(3) Golf Committee. The Golf Committee will ensure that a comprehensive, quality program of golf play, instruction and competition is available to members and their bona fide guests. The committee coordinates, advises and counsels with the golf pro, and those assigned by the professional. The chairperson report to the Board of Governors.

(i) The Golf Committee will ensure that play is conducted under USGA Rules of Golf and preserve the integrity of the handicap system. The Committee will review and update, as required, the Club’s rules of golf and will assist the staff in enforcing them. In an appropriate case, the Chairperson of the Golf Committee shall refer a Member to the Grievance Committee for disciplinary action. The Committee is responsible for the resolution of all disputes related to golf play and tournaments.

(ii) The Golf Committee will periodically survey the membership on their part in the golf program. They will develop, coordinate and promote special golf events, such as member-guest events.

(iii) The Golf Committee will ensure that the operations of the golf shop conform with club policies and expectations.

(iv) The Golf Committee will evaluate and change, as required, access to tee times.

(v) The Golf Committee, from time to time, may establish sub committees to efficiently manage their areas of responsibility.

6.12(4) Tennis Committee. The Tennis Committee is charged with providing a comprehensive program of instruction and competition and facilities for member participation and enjoyment. The Committee coordinates with the tennis professional. The chairperson reports to the Board of Governors.

(i) The Tennis Committee will ensure that play is conducted under USTA Rules of Tennis. The Committee will review and update, as required, the Club’s rules of tennis and will assist the staff in enforcing them. In an appropriate case, the Chairperson of the Tennis Committee shall refer a member to the Grievance Committee for disciplinary action. The Committee is responsible for the resolution of all disputes related to tennis play and tournaments.

(ii) The Tennis Committee will periodically survey the members on their participation in the tennis program. They will develop, coordinate and promote special tennis events, such as member-guest events.

(iii) The Tennis Committee will ensure that the operation of the tennis shop conforms with Club policies and expectations.

(iv) The Tennis Committee, from time to time, may establish sub committees to efficiently manage their areas of responsibility.

6.12(5) House Committee. The House Committee is charged with monitoring the physical condition of the clubhouse, member use of the clubhouse, the quality of food and beverages served and the level of service provided. The Committee coordinates and counsels with the Club Manager and the staff assigned by the Club Manager. The chairperson reports to the Board of Governors.

(i) The House Committee will review and update, as required, the rules of the House and will assist the staff in enforcing them. In an appropriate case, the Chairperson of the House Committee shall refer a member to the Grievance Committee for disciplinary action.

(ii) The Committee shall receive and act upon the complaints of members relating to the management and use of the clubhouse.

(iii) The House Committee, from time to time, may establish subcommittees to efficiently manage their areas of responsibility.

6.12(6) Admissions Committee. The Admissions Committee shall investigate the qualifications of candidates proposed for admission to the Club, and report thereon to the Board.

6.12(7) Nominating Committee.

The Board shall, no later than the March meeting of each year, appoint a Nominating Committee for the purpose of electing new Board members, which shall be composed of five (5) Proprietary Members, one of whom shall be a Governor who shall serve as Chairperson as selected by the Board. At the December meeting of the preceding year, the President shall nominate one of the Board members as Chairperson while opening nominations from other Board members for consideration. The selection of the Chairperson shall be approved by the Board. By the March meeting, the Chairperson shall nominate the other four (4) committee members, subject to approval by the Board. The Nominating Committee shall nominate one (1) nominee for each vacancy existing on the Board plus, at the discretion of the Committee, one additional nominee. For example, if there are three (3) vacancies, the Committee must nominate three (3) members, but in its discretion may decide to nominate a fourth (4^th) nominee. While considering possible members as candidates to fill Board vacancies, the Chairperson shall send written notice to all Proprietary Members by email advising the Members that the Nominating Committee is in the process of considering nominations to fill Board vacancies and that any interested Proprietary Members may contact the Chairperson indicating one’s interest, time of service on committees, a vision for the future of the Club and/or specific short term projects and level of commitment and availability to serve. The Nominating Committee will consider all volunteers as well as any other Members which the committee believes could serve as qualified and productive Board members. Not more than forty (40) and not less than thirty-five (35) days prior to each annual meeting, the Nominating Committee shall make a written report to the Membership of its nominations which shall include each nominees prior service with the Club, each nominee’s relevant experience outside of the Club and each nominee’s stated vision for the future of the Club and/or specific short term projects. A copy of such report shall be mailed and emailed to each Proprietary Member and posted on the club bulletin board. Accompanying the report shall be a listing of the then current Members of all committees, Governors and Officers of the Club.

The Nominating Committee may not nominate any of its own members as candidates for election and any member who serves on the Nominating Committee shall be prohibited from serving on such committee for the immediately following year.

After the written report of the Nominating Committee is mailed and emailed to Proprietary Members and posted on the Club bulletin board, further nominations may be made by petition of Proprietary Members, addressed to the Chairperson of the Nominating Committee, containing signatures of at least forty (40%) percent of the Proprietary Members and requesting that a particular Proprietary Member or Proprietary Members therein named Be nominated. Such petition shall take the form annexed hereto and may be posted on the Club’s bulletin board for signatures. Once such number of additional nominations receiving the 40% threshold have been received by the Chairperson equaling the difference between twice the number of vacancies on the Board and the number of nominations made by the Committee, no more nominations will be entertained by the Committee. Such petition or petitions must be received by the Chairperson of the Nominating Committee at least twenty-one (21) days before the day of the annual meeting and must contain the written consent of each nominee named. The Nominating Committee shall then, within fourteen (14) days before the annual meeting, email and mail to each Proprietary Member, a list of all duly nominated Proprietary Members, whether by the Nominating Committee or by petition, and accompany a proxy with each list, and post the list on the Club’s bulletin board. Each Proprietary Member may vote for as many candidates as there are vacancies and the candidates duly elected to the vacancies shall be those receiving the most votes cast by the Proprietary Members, either in person or by proxy. Communications to the Members in support of a candidate, whether by mail or email, may be sent only by other Members, and shall comport with all courtesy and respect deserving of each Member of the Club. Mail-in ballots will not be accepted. All votes must be cast at the annual meeting, either in person or by proxy.

The above provisions are the only means by which a nomination for the Board can be made.

In the event any vote results in a tie between or among the candidates filling the final spot, then those candidates will participate in a run-off election to be held at such time as shall be determined by the President.

6.12(8) Grievance Committee. The Grievance Committee shall be comprised of five (5) Governors and shall conduct hearing regarding the suspension or expulsion of any member or the failure to pay dues by any Member in accordance with Section 4.02 or Section 5.03 hereof, as applicable, All hearings must be conducted in the presence of the full Committee, which shall prepare a written report for submission to the Board within five (5) days thereof. The determinations of the Grievance Committee shall be advisory to the Board.

6.12(9) Finance Committee At such times as it shall deem appropriate the Board of Governors shall convene a Finance Committee which shall review and make recommendations to the Board regarding the financial affairs of the Club. The Committee shall be comprised of at least two (2) Proprietary Members and the Treasurer who shall act as Chairperson.

6.12(10) Other Committees. In addition to the above, the Board may authorize such committees from time to time as it deems necessary.

6.13 Notices. Unless otherwise provided herein, written notice of every meeting of the Membership or the Board stating the place, day and hour of the meeting, and if a special meeting the purpose thereof, shall be delivered to each Member or Governor in person, as applicable, or deposited in the United States Mail addressed to each Member at the address shown by the books of the Club, with postage prepaid, not less than three (3) days (for Board meeting) or five (5) days (for members’ meeting) nor more than thirty (30) days before such meeting. A Member or Governor either before or after a meeting, may waive notice of any meeting, and such waiver shall be deemed the equivalent of giving notice. Attendance in person by a Member at a meeting shall constitute waiver of notice of the meeting, unless he or she attends for the express purpose of objecting to the notice.

6.14 Consent in Lieu of Meeting. Any action that may be taken at a meeting of the Board may be taken without a meeting if written consent setting forth the action is signed by all Governors and is filed with the Secretary Such vote may be taken by email. Such consent shall have the same effect as a unanimous vote at a meeting of the Board.

6.15 Dissent. Any Governor present at a meeting of the Board shall be presumed to have assented to any action taken at such meeting unless his or her dissent is entered in the minutes of the meeting. Such right to dissent shall not be available to a Governor who voted in favor of such action.

6.16 General Manager. The Board may, in its discretion, appoint a General Manager. The General Manager, if expressly authorized by the Board, may manage the affairs of the Club, direct the work of the Club, and hire, supervise, evaluate and discharge all other employees of the Club, subject to, and in accordance with, the direction of the Board. The President shall exercise supervisory authority over the General Manager. The General Manager may prepare budgets of expenses for the approval of the designated committee, and the Board shall be authorized to incur expenses in accordance with the approved budgets or as directed by the Board. The General Manager may make reports of work and affairs of the Club to the President, the Board and Membership, as requested by the President. Except as provided in Section 6.02, the General Manager shall be authorized to enter into contracts on behalf of the Club in amounts not exceeding Ten Thousand ($10,000) Dollars and to issue checks on behalf of the Club in amounts not to exceed Seven Thousand Five Hundred ($7,500.00) Dollars.

6.17(1) Indemnification. The Club shall indemnify Board members, committee members, employees and agents of the Club against judgments, penalties, fines, including without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorn fees and disbursements incurred by such persons in connection with a proceeding in which they are or threatened to be made a part by reason of their action on behalf of the Club. In order to avail himself or herself of this Indemnification provision, however, a person must: (1) not already be indemnified by another organization in connection with the same proceeding and the same acts or omissions; (2) have acted in good faith with respect to the acts or omissions complained of; (3) have received no improper personal benefit; (4) in the case of a criminal proceeding, have had no reasonable cause to believe his or her conduct was unlawful; (5) in the case of a civil proceeding, have reasonably believed that he or she was acting in the best interests of the Club.

6.17(2) The Board may authorize by vote of the majority of the Board, the Club to purchase or maintain insurance on behalf of any person who is or was an Officer, employee or agent of the Club, or is or was serve at the request of the Club as an Office employee or agent of another Club, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Club would have the power to indemnify him or her against such liability under such provisions of this Article VI.

6.18 Reimbursement of Salary. Any payments made to an employee of the Club such as salary, commissions, bonus, interest, rent or entertainment expense incur by him or her which shall be disallowed in whole or in part as deductible expense by the Internal Revenue Service, shall be reimbursed by such employee to the Club to the full extent of such disallowance. It shall be the duty of the Board to enforce payment of each such amount disallowed. In lieu of payment by the employee, subject to the determination of the Board, proportionate amounts may be withheld from his or her future compensation payment until the amount owed to the Club has been recovered. “Employee” for purposes of this section shall mean and include any General Manager, Club Manager, Assistant Manager, Chef, Golf or Tennis Professional or Golf Superintendent.

6.19 Fiscal Year. The fiscal year of the Club shall be as defined by the Board.

6.20 Financial Statements. The Board shall make available to all Proprietary Members for inspection the previous year’s audited financial statements no later than six (6) months following the close of the fiscal year, unless beyond the reasonable control of the Board.

ARTICLE VII

Miscellaneous

7.00 Seal. The seal of the Club shall be in a circular form and shall state the name of the Club, the year of incorporation and “State of New York”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced.

7.01 Proxies. At every meeting of the Members, any Proprietary Member shall be entitled to vote in person or by proxy; provided, however, the proxy must be given to another Proprietary Member. Such Proprietary Member must attend the meeting in person to be entitled to vote. There shall be no proxy voting for meetings of the Board.

ARTICLE VIII

Amendments

8.00 The Bylaws may be amended at any annual meeting or special meeting of the Membership providing written notice of such amendment is given not less than thirty (30) days prior to the regular or special meeting at which the vote is taken. A vote of two-thirds (2/3) of Proprietary Members casting their eligible votes shall be sufficient to make changes herein.

ARTICLE IX

Interpretation

9.00 The interpretation of these Bylaws shall rest with the Board unless and until superseded by a vote of the Membership by a two-thirds majority vote of a quorum at a regular Membership meeting.

ARTICLE X

Liquidation

10.00 Upon dissolution of the Club and following satisfaction or discharge of all Club liabilities and obligations, the assets of the Club shall be liquidated, and the proceeds of such liquidation shall be distributed in accordance with the Certificate of Incorporation and all the New York State Non-For-Profit Corporation law.

Effective Date December 29, 2022