Under amended terms of the Trust Agreement dated July 12, 1943 by which the Cape Girardeau Country Club Trust was formed, the title to all real and personal property of the Club is vested in the Board of Trustees to be held and managed by them for the benefit of those persons to whom they shall have issued certificates of beneficial interest. The operation and maintenance of the Club and said property is delegated to a Board of Governors with the right reserved to the Trustees to require and enforce the proper management of the Club property.

BY-LAWS

ARTICLE I GOVERNMENT

Section A. ---BOARD OF GOVERNORS. The control and management of theClub and of its affairs and property shall be entrusted to a Board ofGovernors, consisting of nine (9) members, who shall be elected from among those holders of Certificates of Beneficial Interest who are not Trustees. A member who serves as President in his third and otherwise last year on the Board, shall serve an additional year as an ex-officio non-voting member of the Board in an advisory capacity. The Board of Governors shall have the following powers and duties.

1.      They shall formulate and enforce all of the rules and regulations for the operation of the Club.

2.      They shall authorize all expenditures and shall not create any indebtedness beyond the income of the Club, without specific permission of the Trustees. 

3.      They shall appoint and determine the compensation of all employees of the Club.

4.      They shall fix the amount of all dues, fees and assessments.

5.      They shall determine the types of memberships and pass on who shall be eligible to membership in the Club.

6.      They shall certify to the Trustees membership categories and the names of those persons who shall be eligible to purchaseCertificates of Beneficial Interest.

7.      They shall pay all taxes and assessments.

8.      They shall do such maintenance work on the Club property as they may deem necessary or as may be prescribed by the Trustees.

9.      They may make additions, changes or improvements on the Club property, including the purchase of additional real estate, but only after receiving written approval from the Trustees.

10. They shall meet upon request of and at the direction of thePresident, or upon the request of any three (3) Board members, and all Board members must be notified thereof not less than two (2)days prior to such meeting.

11. Six (6) members of the Board shall constitute a quorum for the transaction of business and a majority vote of those present shall prevail except as provided in Section D, Article III and Section C,Article IV and Section A, Article VII. 12. They shall keep a written record of all of their meetings.

Section B. ELECTION OF GOVERNORS

The Trustees shall call a meeting annually in the month of February, at which meeting the certificate holders shall elect three (3) members of the Board of Governors. Each member so elected shall serve three (3) years or until his successor shall be elected and qualified. Members retiring from the Board shall not be eligible for re-election within a period of one (1) year. At such election each certificate of record shall be entitled to one (1) vote. When a vacancy on the Board of Governors shall occur, a majority of the remaining members of the Board may elect a member to fill the unexpired term. Members filling an unexpired term of less than or equal to 18 months by Board of Governors election shall be eligible for re-election to a full three year term.

Section C. OFFICERS

Within thirty (30) days after each annual meeting of the certificate holders, the newly elected Board of Governors shall meet to perfect their organization by the election of a President,Vice-President, Secretary and Treasurer. The Secretary and the Treasurer need not be elected members of the Board, but must be members of the Club.

Section D. PRESIDENT

The President shall preside at all meetings of the Club members and at all meetings of the Board of Governors. He shall exercise general supervisory control over the affairs of the Club. He shall, with the approval of the Board of Governors, appoint all committees chairs and shall be, ex-officio, a member of all committees.

Section E. VICE-PRESIDENT

The Vice-President shall, in the absence of the President, or upon his request, perform the duties of thePresident.

Section F. SECRETARY

The Secretary shall attend all meetings of the Club and of the Board of Governors and record their proceedings. He shall issue the notices of all meetings, conduct the correspondence of theClub and keep its records correct and current. He shall perform all othersuch duties as may be directed by the Board of Governors. Section

G. TREASURER

The Treasurer shall issue statements for and collect all dues and fees, and shall keep proper and accurate records of the Club’s funds. He shall be responsible for all funds of the Club received by him, and shall see to the proper handling of all financial matters of the Club. He shall, by check only, pay all bills which have been approved by the Chairman of the Committee incurring the expense, provided the amount does not exceed that Committee’s share of the budget. The Revised March 16, 2017 Page 2 Treasurer may, upon approval by the Board of Governors, designate a person to sign checks of the Club in his stead. He shall make reports regularly tothe Board of Governors and perform all other such duties as they maydirect.

ARTICLE II MEMBERSHIP

Section A. ELECTION OF MEMBERS

Applications for membership shall be signed by not less than two members of the Club in good standing and shall be submitted to the Secretary. The Board of Governors shall have the sole authority to pass on who shall be eligible for membership, except that this authority may be delegated to a Membership Committee composed of not less than three members of the Board. All members shall be required to purchase a certificate of beneficial interest in the Cape Girardeau Country Club Trust. Full members will been titled to acquire one (1) share at a stated value of $100 and Clubhouse members will be entitled to acquire a fractional half share for the purchase price of $50. This is in addition to all other membership fees. By the terms of the trust agreement, the Trustees shall have and retain, when selling any Certificate of Beneficial interest, an option which entitles them to repurchase the said Certificate at a price of $100at any time the holder ceases to be an active member for a period of seven months, and when tendered such sum his interest shall be terminated and his certificate declared cancelled.

Section B. MEMBERSHIP CATEGORIES

Every person herein after admitted to membership shall be admitted or become as the case may be, a member in one of the following categories: 1. FULL REGULAR FAMILY; 2. FULL REGULAR SINGLE; 3. FULL JUNIOR FAMILY; 4. FULL JUNIOR SINGLE; 5. FULL NON-RESIDENT; 6. CLUBHOUSE FAMILY; 7. CLUBHOUSE SINGLE; 8. CLUBHOUSE JUNIOR; 9. CLUBHOUSE NON-RESIDENT; 10. LIFETIME GOLF MEMBER; 11. LIFETIME CLUBHOUSE MEMBER 12. BUSINESS/GROUP MEMBERSHIP

Section C. DEFINITIONS/TERMS USED

The categories of membership and the terms used as stated in Section B. are defined as follows:

1.      A “family member shall include a member’s immediate family consisting of his/her spouse, his/her minor children eighteen (18) years or younger, and adult children attending school.

2.      A “single member is an unmarried person who has at a minimum,
attained the age of eighteen (18) years.

 
3.      A “non-resident member is a person who resides outside a thirty (30) mile radius of the Club via the shortest highway route available for more than six (6) months during the calendar year.

4.      A “full member shall have use of all Club facilities.

5.      A “clubhouse member shall have use of all Club facilities excludingthe golf course facilities: provided however, a clubhouse membershall have the golfing privileges of a resident guest.

5A. A “clubhouse junior member shall have use of all Club facilities excluding the golf course facilities: provided however, a clubhouse junior member may (after payment of applicable greens and cart fees)use the golf course a maximum of six (6) times during any calendar year (outside tournaments not included or in addition to outside tournaments). Rounds (either 9 or 18 holes) played by husband and wife together, shall only count as one of the stipulated rounds.

6.      A “head of household is a person who is the oldest spouse in any family membership category.

7.      A “surviving spouse is a person who is an unmarried widow/widower of a deceased member or the spouse of a living member who is unable to use the Club’s facilities by reason of permanent or total disability.

8.      A “former spouse is a person who is granted a Decree of Dissolution of Marriage from a member.

9.      A “Lifetime member shall have use of all club facilities for which their membership applies (Golfing or Clubhouse) for the remaining natural life of the member, or his /her surviving spouse. Lifetime members will be responsible for expenses associated with their club usage (i.e.: golf cart usage; Food and Beverage consumption and minimums; Pro Shop purchases; etc.) but will be exempt from further dues and all other assessments.

10.      A “business member is a person sponsored by a business entity and accepted by the Membership Committee and Board of Governors with all rights and privileges of a regular individual member.

11.      A “business/group member is one of at least three (3) business members in a “Full Regular membership category sponsored by the same business entity who is entitled to a business/group discount for monthly dues on the schedule of current charges maintained by the Secretary of the Club as part of these By-Laws.

Section D. CATEGORIES.

Membership categories shall be further defined and limited as follows:

1.      A full regular family member is a person who is a head of household and upon application has attained the age of forty (40) years.

2.      A full regular single member is a person who is unmarried and upon application has attained the age of forty (40) years.

3.      A full junior family member is a person who is a head of household and upon application has attained at least the age of eighteen (18) years. A member is eligible to remain in this category until attaining the age of forty (40) years and shall then automatically become a full regular family member upon the payment of full dues and fees.

4.      A full junior single member is a person who is unmarried and upon application has attained at least the age of eighteen (18) years. A member is eligible to remain in this category until attaining the age of forty (40) years and shall then automatically become a full regular single member upon the payment of full dues and fees.

5.      A full non-resident member is a person residing outside of the mileage limitation herein specified for at least six months during the calendar year and has attained at least the age of eighteen (18)years.

6.      A Clubhouse family member is a person who is a head of household and upon application has attained at least the age of eighteen (18)years.

7.      A Clubhouse single member is a person who is unmarried and upon application has attained at least the age of eighteen (18) years.

8.      A Clubhouse Junior member is a person (married or unmarried) and upon application has attained at least the age of eighteen (18)years. A member is eligible to remain in this category until attaining the age of forty (40) years and shall then automatically become a full Clubhouse member upon the payment of full dues and fees.

9.      A Clubhouse non-resident member is a person residing outside of the mileage limitation above specified during at least six months during the calendar year and upon application has attained at least the age of eighteen (18) years.

10.      A full “business/group membership shall be further defined and limited as follows: A business entity, corporation, limited liability company, partnership, sole proprietorship or other qualified business shall be entitled to sponsor for membership in the Club persons designated by the business entity, and it shall be the responsibility of the business entity to pay for all applicable initiation fees and Club charges for sponsored members on the schedule of current charges maintained by the Secretary of the Club for the category of a “business/group membership. Such person(s)so designated must be an officer, director, member manager or employee of the sponsoring business entity and such person(s) shall be subject to the same approval process established by theMembership Committee and the Board of Governors as is required of all other individual members as part of these By-Laws. Each person so designated and accepted by the Club into membership shall be issued a certificate of beneficial interest provided, however, that the “business/group members shall not own more than twenty-four (24) shares in the aggregate, entitling the person so designated and accepted to all of the rights and privileges of a regular individual member, including the right to vote at Club meetings, the use of allClub facilities and the distributive rights to the Club’s assets upon dissolution. A business sponsored membership may be transferred to another individual. However, the newly designated person must also be approved by the Membership Committee and theBoard of Governors before being admitted to the Club. A business entity shall be entitled to sponsor an existing member of the Club in order to qualify for the “business/group membership category, but only one (1) of three (3) sponsored members can be an existing member of the Club. Such person(s) so sponsored cannot be a former member of the Club unless they have not been a member for at least one (1) year. A business entity shall be entitled to sponsor a minimum of three (3) persons and a maximum of nine (9)persons per “business/group membership. So long as at least three (3) business members maintain a “Full Regular membership, the group shall be entitled to discounted dues based on the percentage and ratio as shown on the schedule of current charges maintained by theSecretary of the Club. If less than three (3) business members continue to exist per business entity for a period of six (6)months, the dues and fees shall revert to the regular charges for members in the category applicable to such business member without any discount.

Section E. ADULT CHILDREN

Legacy Membership is available to the sons, daughters and grandchildren of a Current member. Qualified individuals may join the Club with the payment of fifty percent (50%) of the membership initiation fee for which said individual qualifies and applies. Qualified individuals may join in the category of membership for which they qualify and shall pay the corresponding dues and fees associated with such category and shall enjoy the same rights and privileges of such category.

Section F. SINGLE MEMBER

Guests of a single member are limited to the use of the Club facilities applicable to his/her membership category, must pay any applicable fees, and must be accompanied by the member at all times.

Section G. WIDOW/WIDOWER

A surviving spouse of a member in good standing at the time of his/her death or disability shall automatically be eligible to become a member of the Club with no initiation fee in the appropriate membership category.

Section H. DIVORCE

In the event a member of the Club becomes divorced, the former spouse of such member may apply for membership within one (1) year following the dissolution of marriage at one-half (1/2) of the initiation fee of the applied for membership. Section I. ---NUMBER OF MEMBERS. The Board of Governors may, at anytime, limit the number of members in each of the above categories named inSection B above.

ARTICLE III DUES AND FEES

Section A. INITIATION FEE

There shall be an initiation fee for each class of membership. The amount of this fee and the method of payment shall be subject to change by the Board of Governors. The secretary shall maintain a schedule of current charges for initiation fees in each membership category which is incorporated by reference herein as part of these by-laws. No member shall be required to pay the balance of an initiation fee which would otherwise become due and payable after he or she ceases to be a member of the Club by death or any other reason which theBoard of Governors considers to he beyond his or her reasonable control.

Section B. DUES

There shall be monthly dues for each class of membership. The Secretary shall maintain a schedule of current charges for dues and fees in each membership category which is incorporated by reference herein as part of these by-laws. The amount of dues and the method of payment shall be subject to change by the Board of Governors.Dues for Lifetime members shall be paid on a one time only basis.

Section C. MINIMUM CHARGES

All members are expected to purchase a minimum amount of food and beverage at the Club each month. The amount of this minimum charge shall be subject to change by the Board of Governors.For any month in which the actual purchases of a member are less than the established minimum, the amount of the difference between actual purchases and the minimum shall be added to the member’s statement. Minimum charges may be carried forward only upon approval of the House Committee if a member is residing outside of the mileage limitation established for non.residents for more than two (2) consecutive months. The Secretary shall maintain a schedule of current minimum charges in each membership categorywhich is incorporated by reference herein as part of these by-laws. For Clubhouse Junior members only, for any quarter in which theactual purchases of a member are less than the established minimum, theamount of the difference between actual purchases and the minimum shall beadded to the member’s statement. Additionally, greens fees paid by themember shall be applied against the minimum charge requirement. Revised March 16, 2017

Section D. ASSESSMENTS

Should the Board of Governors find it necessary or desirable to do so, they shall have the right to declare an assessment against all classes of membership. The amount of the assessment may be allocated to the various membership categories in the same proportion as dues and fees. Such assessment shall require a two-thirds vote of the entire Board. The Board of Governors shall determine the amount of the assessment together with the manner and date of payments.

Section E. MISCELLANEOUS CHARGES

No amount shall be paid in cash except upon terms approved by the Board. The charges for all services and facilities offered by the Club shall be determined from time to time by theBoard of Governors and announced in the Club bulletin, or by other appropriate means. All members will validate charges by signing checks at the time of service and the amounts will be charged to their accounts.

Section F. PAYMENTS OF GUESTS

Any fees or charges prescribed by the Board of Governors for guests shall be paid by the member. A member shall not permit guests to pay any fee or other charge of any nature to theClub unless authorized by the Rules and Regulations of the Club.

Section G. TEMPORARY MEMBERSHIP RELOCATION

The Board of Governors may, upon application, grant any member of the Club in good standing who enters upon active duty in the Armed Forces, requires medical leave as required by a physician, or takes sabbatical leave from their job or is assigned a temporary position outside of the mileage limitation for non-residents, a leave of absence for a specified or indefinite period of time and shall not be required to pay dues or assessments during such period of temporary absence. This provision shall not apply to career military personnel.

Section H. RESIGNATIONS

Members who resign from the Club may,upon application, rejoin within one (1) year from the date of resignation by payment of the full amount of dues, fees, or assessments for the time lapsed from the date of resignation to the date of reinstatement by theBoard of Governors. Reinstatement shall be at the discretion of the Board.

Section I. DELINQUENCIES

Accounts are due and payable upon receipt of billing on or about the first of each month and become past due if payment is not received by the Club office on or before the 25th of the month and a 5% service charge will be added at that time. If the account is not paid in full by the 15th of the month following the month of original billing, all privileges of the member will be suspended without further notice. If the total amount is not paid by the 15th of the next month following, the member shall be expelled from the Club. A member so expelled may rejoin the Club only by application and acceptance as a new member,upon payment of the delinquent account to the date of suspension and all prescribed dues, fees and assessments.

Section J. Membership Class Change

Any Golfing member shall be allowed to change their membership class from Golfing to Clubhouse at anytime by providing written notification of such change to the club office.Upon such change, the member shall then be responsible for the dues, fees or assessments associated with the new membership class. Any Clubhouse member shall be allowed to change their membership class to from Clubhouse to Golfing at any time by providing written notification of such change to the club office. If the Clubhouse member had changed from Golfing to Clubhouse within the last 12 months, then they will be required to pay the difference between the dues, fees or assessments actually paid and those they would have paid as a Golfing member. If theClubhouse member has been a member of the club for less than 12 months,then they shall only have to pay the difference in Initiation Fee actually paid and what would have been required at the time they joined. If theClubhouse member had purchased a “Lifetime Membership”, then they shall receive a monthly credit equal to the Clubhouse dues in affect at the time they changed their membership class.

ARTICLE IV FORFEITURE OF MEMBERSHIP

Section A. Resignation of any member shall become effective upon written notice to the Board of Governors, President or Secretary, provided all dues and other charges to the date of resignation have been paid.

Section B. Any member who refuses or neglects to pay any indebtedness to the Club after formal demand has been made by theTreasurer, shall be dealt with in accordance with Section I, Article III,or such further action as the Board of Governors may deem advisable.

Section C. Any member may be expelled from the Club, for good cause shown, by a two-thirds majority vote of the entire Board ofGovernors.

Section D. The Club reserves a right of setoff for the value of any certificate of beneficial interest if the owner ceases to be a member of the Club, or is delinquent in dues for a period of seven (7) months.The certificate holder authorizes us to charge or setoff all sums owing to the Club against any and all such certificates of beneficial interest.

ARTICLE V COMMITTEES

Section A. As soon as possible after the annual meeting of the stockholders and after the election of the Board of Governors, the President shall appoint the following standing committee chairmen for the ensuing year: Clubhouse, Grounds & Greens, Golf Activities, and Membership. These appointments shall be subject to the approval of the Board of Governors. Each committee shall have a member of the Board of Governors designated as the Chairman of the Committee and the Chairman shall be the liaison between the committee and the Board of Governors. The President, with the approval of the Board of Governors, may appoint such other committee chairmen as he deems necessary or advisable for the proper conduct of the affairs of the Club. The Board of Governors shall establish such rules and regulations to govern the use of the Club and its facilities by members, their families and guests.

Section B. EXECUTIVE COMMITTEE. The Executive Committee shall be composed of the President of the Board of Governors, the Managing Officer of the Board of Trustees, the Board Secretary, and two (2) persons from theBoard of Governors as appointed by the President. It shall meet monthly and work closely with the Club Manager on the day to day operations of theClub. The Executive Committee shall in general, supervise, direct and control all matters pertaining to the Club’s finances. It shall prepare a financial budget to be presented to the Board of Governors as soon as possible after the beginning of each fiscal year and, from time to time as it may deem necessary or advisable, shall make reports and recommendations to the Board of Governors concerning the budget. It shall audit all financial operations of the Club and make regular reports to the Board ofGovernors concerning its findings and recommendations. It shall, subject to the approval of the Board of Governors, employ and fix the wages andsalaries of all Cape Girardeau Country Club employees.

Section C. CLUBHOUSE COMMITTEE. The Clubhouse Committee shall be composed of not less than five (5) members of the Club. It shall be responsible at all times for the condition, maintenance and food/beverage operation of the Clubhouse and the swimming pool. The Clubhouse Committee shall arrange and have charge of all social activities of the Club, except as provided by the Golf Activity committee, and shall keep the members of the Club informed of these events. It shall be charged with the enforcement of the rules of the club which pertain to the Clubhouse and Pool. This committee shall supervise and control all matters pertaining to the service and the comfort of the members. It shall recommend improvements necessary to its activities.

Section D. GREENS AND GROUNDS. The Greens & Grounds Committee shall be composed of not less than five (5) members of the Club. It shall be responsible at all times for the condition, maintenance and operation of the grounds, walks, links, greens, all other structures which are directly connected with the operation of the golf course and the machines and equipment necessary thereto. It shall recommend improvements necessary to its activities.

Section E. GOLF ACTIVITIES COMMITTEE. The Golf Activities Committee shall be composed of not less than five (5) members of the ClubIt shall be responsible at all times for the condition, maintenance and Revised March 16, 2017 Page 10 operation of the Pro Shop and all other structures which are directly connected with the operation of the Pro Shop. It shall be charged with the enforcement of the Golf Rules of the Club. It shall fix and control the golf handicaps of the members. This committee will arrange and control all golf tournaments and similar special activities for golfers. The President of the Men’s and Ladies Golf Association shall be a member of this committee. It shall recommend improvements necessary to its activities.

Section F. MEMBERSHIP COMMITTEE. The Membership Committee shall be composed of not less than five (5) members of the Club. It shall be responsible for seeking and obtaining membership applications from qualified applicants for the various membership categories and report its findings to the Board of Governors. They shall organize and implement a new member orientation program to introduce new members and their families to the Club and its facilities. It shall recommend improvements necessary to its activities.

ARTICLE VI RULES AND REGULATIONS

The Board of Governors shall adopt rules and regulations to govern the use of the Club and its facilities by members, their families and quests. The Board has final authority to interpret these rules and theClub’s by-laws. Any question arising that is not covered by the by-laws or these rules and regulations shall be referred to the President of the Club or to the chairman of the committee under whose jurisdiction the matter would come and their rulings shall prevail until the Board shall have provided a rule to cover.

ARTICLE VII AMENDMENTS

Section A. These By-Laws may be amended at any regular or special meeting of the Board of Governors by a two-thirds majority vote of the entire board, provided notice of the proposed amendment be given in the written notice of such meeting, and further provided that the amendment is not inconsistent with the Trust Agreement.