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THE TWINEAGLES CLUB, INC.

BY LAWS

INITIAL EFFECTIVE DATE: DECEMBER 18, 2018

AMENDED AS OF , 2021

REVISED AS OF AUGUST 13, 2021

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TABLE OF CONTENTSPAGE

ARTICLE 1. DEFINITIONS..........................................................................................11.1 "Board of Directors" or "Board"...........................................................................11.2 "Bylaws" ...............................................................................................................11.3 "Club" ...................................................................................................................11.4 "Club Facilities"....................................................................................................11.5 "Director"..............................................................................................................11.6 "Effective Date" ....................................................................................................11.7 "Full Golf Member"..............................................................................................11.8 "General Manager/Chief Operating Officer (GM/COO)" ....................................11.9 "Initial Effective Date" .........................................................................................11.10 "Member"..............................................................................................................11.11 "Membership" .......................................................................................................11.12 "Membership Documents"....................................................................................11.13 "Membership Plan"...............................................................................................11.14 "Membership Year" ..............................................................................................21.15 "Non-Proprietary Memberships" ..........................................................................21.16 "Non-Proprietary Member" ..................................................................................21.17 "Predecessor Club Owner" ...................................................................................21.18 "Predecessor Club" ...............................................................................................21.19 "Social Member"...................................................................................................21.20 "Sports Member" ..................................................................................................21.21 "Turnover Date"....................................................................................................21.22 "TwinEagles Community" ....................................................................................2

ARTICLE 2. PURPOSE AND DURATION OF CLUB................................................2

ARTICLE 3. CLUB EMBLEM......................................................................................2

ARTICLE 4. MEMBERS MEETINGS..........................................................................34.1 ANNUAL MEETING...........................................................................................34.2 DATE AND PLACE OF ANNUAL MEETING. ................................................34.3 SPECIAL MEETING. ..........................................................................................34.4 NOTICES..............................................................................................................34.5 QUORUM.............................................................................................................34.6 PROXIES..............................................................................................................34.7 VOTING PERCENTAGE. ...................................................................................44.8 ACTION WITHOUT MEETINGS. .....................................................................44.9 ELECTRONIC VOTING. ....................................................................................44.10 FIXING OF RECORD DATE..............................................................................4

ARTICLE 5. BOARD OF DIRECTORS .......................................................................45.1 NUMBER, TERM AND QUALIFICATIONS. ...................................................45.2 ELECTIONS.........................................................................................................5

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5.3 NOMINATING COMMITTEE............................................................................65.4 TERM AND ELECTION. ....................................................................................75.5 REMOVAL OF DIRECTORS. ............................................................................8

ARTICLE 6. MEETINGS OF BOARD OF DIRECTORS............................................86.1 ANNUAL MEETING OF BOARD. ....................................................................86.2 QUORUM.............................................................................................................86.3 REGULAR MEETINGS. .....................................................................................86.4 SPECIAL MEETINGS. ........................................................................................86.5 ATTENDANCE AT MEETINGS. .......................................................................86.6 NOTICE................................................................................................................86.7 BOARD ACTION. ...............................................................................................96.8 ACTION WITHOUT MEETINGS. .....................................................................96.9 CLOSED SESSION..............................................................................................9

ARTICLE 7. POWERS OF THE BOARD OF DIRECTORS.......................................97.1 MANAGEMENT OF CLUB................................................................................97.2 DUTIES AND POWERS. ....................................................................................97.3 ISSUANCE OF MEMBERSHIPS......................................................................107.4 COMPENSATION. ............................................................................................107.5 INTERPRETATION OF BYLAWS. .................................................................107.6 CLUB MANAGER OR MANAGEMENT COMPANY. ..................................10

ARTICLE 8. OFFICERS..............................................................................................11

ARTICLE 9. DUTIES OF OFFICERS ........................................................................119.1 PRESIDENT.......................................................................................................119.2 VICE PRESIDENT.............................................................................................119.3 SECRETARY. ....................................................................................................119.4 TREASURER. ....................................................................................................119.5 OTHER OFFICERS. ..........................................................................................129.6 DUTIES OF OFFICERS. ...................................................................................129.7 REMOVAL FROM OFFICE..............................................................................12

ARTICLE 10. COMMITTEES ......................................................................................1210.1 STANDING COMMITTEES. ............................................................................1210.2 AD HOC COMMITTEES. .................................................................................1210.3 POWERS OF COMMITTEES. ..........................................................................1210.4 TERMS OF COMMITTEE CHAIR AND MEMBERS.....................................13

ARTICLE 11. INSURANCE..........................................................................................13

ARTICLE 12. MEMBERSHIPS ....................................................................................1312.1 CATEGORIES AND NUMBER OF MEMBERSHIPS. ...................................1312.2 VOTING PRIVILEGES. ....................................................................................1312.3 NO PLEDGE OF MEMBERSHIPS. ..................................................................14

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ARTICLE 13. OTHER MEMBERSHIP AND USE PRIVILEGES..............................14

ARTICLE 14. GUEST PRIVILEGES............................................................................14

ARTICLE 15. DUES, FEES AND CHARGES .............................................................1515.1 ESTABLISHMENT OF DUES, FEES AND CHARGES. ................................1515.2 PAYMENT OF DUES AND CAPITAL RESERVE AMOUNT.......................1515.3 ANNUAL USE RIGHTS TRANSFER. .............................................................15

ARTICLE 16. DELINQUENCIES.................................................................................16

ARTICLE 17. DISCIPLINE...........................................................................................1717.1 GROUNDS FOR DISCIPLINE..........................................................................1717.2 ROLE OF THE GENERAL MANAGER/COO.................................................1817.3 BOARD ACTION. .............................................................................................1817.4 SUSPENSION. ...................................................................................................1817.5 EXPULSION. .....................................................................................................19

ARTICLE 18. CORPORATE SEAL..............................................................................19

ARTICLE 19. MISCELLANEOUS ...............................................................................1919.1 FISCAL YEAR...................................................................................................1919.2 ANNUAL ACCOUNTING. ...............................................................................1919.3 ASSESSMENTS.................................................................................................1919.4 CONFLICT BETWEEN MEMBERSHIP DOCUMENTS................................2119.5 PROHIBITION AGAINST DISTRIBUTION OF INCOME. ...........................21

ARTICLE 20. AMENDMENTS ....................................................................................21

ARTICLE 21. ARBITRATION OF DISPUTES............................................................2121.1 GOVERNING LAW...........................................................................................2121.2 MANDATORY ARBITRATION AGREEMENT.............................................2121.3 PROCEDURE.....................................................................................................22

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ARTICLE 1.DEFINITIONS

The following terms when used in these Bylaws shall have the meanings indicated below:

1.1 "Board of Directors" or "Board" shall mean the governing body of the Club.

1.2 "Bylaws" shall mean these Bylaws, as the same may be amended from time to time.

1.3 "Club" shall mean The TwinEagles Club, Inc., a Florida not-for-profit corporation, a private entity that offers golf, tennis, pickleball, bocce, fitness, social and other like amenities to its Members.

1.4 "Club Facilities" shall mean the Club's recreational and other facilities, as described in the Membership Plan.

1.5 "Director" shall mean a member of the Board of Directors.

1.6 "Effective Date" shall mean the date of any such amendments to these Bylaws after the Initial Effective Date.

1.7 "Full Golf Member" shall mean each person that has acquired a Full Golf Membership in the Club.

1.8 "General Manager/Chief Operating Officer (GM/COO)" shall mean the chief executive officer of the Club.

1.9 "Initial Effective Date" shall mean December 21, 2018.

1.10 "Member" shall mean a member of the Club, except that "Member" shall not include any Non-Proprietary Member with respect to any provision governing voting rights, Annual or Special Meetings of Members, the Board of Directors, Club committees or assessments.

1.11 "Membership" shall mean those types of memberships as set forth in Article 12 hereto and shall apply to a Lot as defined in the Membership Plan.

1.12 "Membership Documents" shall mean the Club’s Membership Plan, Articles of Incorporation, Bylaws, Rules and Regulations, the Social Declaration of Recreational Covenant, the Golf and Sports Declaration of Recreational Covenant, any exhibits thereto, and any other documents and policies established by the Club from time-to-time, all as may be amended from time to time.

1.13 "Membership Plan" shall mean The TwinEagles Club, Inc. Membership Plan, effective as of the Initial Effective Date, as amended from time to time.

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1.14 "Membership Year" shall mean the twelve-month period commencing November 1st and ending October 31st, unless otherwise established by the Board of Directors from time to time.

1.15 "Non-Proprietary Memberships" shall mean Annual Memberships, recallable Memberships, and any other memberships designated in the Membership Documents or by the Board of Directors as Non-Proprietary Memberships.

1.16 "Non-Proprietary Member" shall mean a person who holds a Non-Proprietary Membership.

1.17 "Predecessor Club Owner" shall mean The TwinEagles Club, L.L.C., a Delaware limited liability company.

1.18 "Predecessor Club" shall mean the non-equity, non-proprietary club operated by Predecessor Club Owner before the Initial Effective Date.

1.19 "Social Member" shall mean each person who has acquired a Social Membership in the Club.

1.20 "Sports Member" shall mean each person who has acquired a Sports Membership in the Club.

1.21 "Turnover Date" shall mean December 21, 2018, which is the same date as the Initial Effective Date.

1.22 "TwinEagles Community" shall mean the TwinEagles residential community consisting of The Estates at TwinEagles (Phase I) and Grand Arbors at TwinEagles (Phase II).

Capitalized terms that are not defined in these Bylaws shall have such meanings as ascribed to them in the Membership Plan.

ARTICLE 2.PURPOSE AND DURATION OF CLUB

The nature and purpose of The TwinEagles Club, Inc. is to own and operate a private club for the recreation, pleasure and benefit of its Members and their families and guests. The period of duration of the Club is perpetual.

ARTICLE 3. CLUB EMBLEM

The emblem of the Club shall be of a style and design to be approved by the Board of Directors.

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ARTICLE 4.MEMBERS MEETINGS

4.1 ANNUAL MEETING. An annual meeting of the Members shall be held for the purposes of receiving reports of the GM/COO, officers and others, seating new directors and for such other business as may be properly brought before the meeting. If a Member wants to make a motion or otherwise bring a matter for a vote of the Members at an annual meeting, the Member must submit the motion or matter in writing signed by at least 50 Members, with only one signature permitted per Membership, to the Board at least 60 days in advance of the annual meeting, in which event, the Board shall include the motion or matter in the notice of annual meeting. If the notice of annual meeting was sent to the Members prior to the timely delivery of such request, the Board shall cause a supplemental notice incorporating the motion or matter to the Members as soon as practical, but in no event later than 30 days before the annual meeting. Any request meeting the requirements above, submitted within 60 days of the annual meeting, will be placed on the next annual meeting agenda or at an earlier special members’ meeting in the Board’s discretion.

4.2 DATE AND PLACE OF ANNUAL MEETING. Each annual meeting shall be held on the second Monday in March, unless otherwise determined by the Board of Directors, at the time and place in the State of Florida as the Board of Directors may designate.

4.3 SPECIAL MEETING. Special meetings of the Members may be called by the President, a majority of the members of the Board of Directors or, by the written request of at least 100 Members, with only one signature permitted per Membership, stating the purpose(s) for which the special meeting is requested. The President shall call a special meeting within 30 days of the Club’s receipt of a valid request to call a special Members’ meeting. Notices of any special meeting must contain a statement of the purpose for which the special meeting is called, and no other business may be transacted at that meeting.

4.4 NOTICES. The Secretary of the Club shall give at least 10 days, but not more than 60 days, prior notice to all Members of the Club, stating the place, day and hour of the annual or special meeting, and in the case of a special meeting, the purpose or purposes for which the special meeting is called. Notice shall be deemed given to a Member when deposited in the United States mail or overnight service (such as Fed Ex, UPS or DHL) in a sealed envelope addressed to the address for such Member in the Club's records, with postage thereon or in the case of overnight delivery service, the Club's billing account information thereon or with payment of the delivery fee. If permitted by law, notice of any annual or special meeting of the Members may also be given electronically, in lieu of physical notice, in which case such notices shall be deemed given when sent.

4.5 QUORUM. The presence, either in person or by proxy, of Members having one-third of the votes then entitled to be cast shall constitute a quorum at any meeting of the Members.

4.6 PROXIES. General proxies, in which the Member does not direct the proxyholder as to how the Member's vote is to be cast, are prohibited, except for quorum and parliamentary votes. The Board of Directors will determine the form and procedure for the use of limited proxies. Any copy, email or facsimile transmission, or other reliable reproduction of the

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original proxy, may be substituted or used in lieu of the original proxy for any purpose for which the original proxy could be used if the copy, email or facsimile transmission, or other reproduction is a complete reproduction of the entire proxy.

4.7 VOTING PERCENTAGE. A majority of the votes cast by the Members, present in person or by proxy at any duly called annual or special meeting of the Members of the Club, at which a quorum of the Members is present either in person or by proxy, is necessary for passage of any motion or approval of any action, except as otherwise expressly provided herein. A Member present for any vote shall be deemed present for all votes taken at such meeting for purposes of determining the number of votes cast, regardless of whether the Member votes on the particular matter.

4.8 ACTION WITHOUT MEETINGS. Action may be taken by the Members of the Club only at a properly called and noticed annual or special meeting of the Members as set forth in Articles 4.1 and 4.3 above. Action may not be taken by the written consent of the Members in lieu of such annual or special meeting, however, votes taken pursuant to Section 4.9 below are permitted. Notwithstanding the foregoing, in the event the Board of Directors desires to poll the Membership on a matter that does not require a vote of the Membership, such poll may be done by mail or electronically provided that the polling materials set forth in reasonable detail the subject of the poll.

4.9 ELECTRONIC VOTING. The Board of Directors may, in the case of any matter to be voted on by the Members, permit the Members to vote electronically, unless prohibited by law. The Board shall establish the procedures for voting electronically, consistent with the provisions of applicable law, if any, and will advise the Members of such procedures prior to the vote. Notwithstanding any provision herein, votes cast electronically shall also be counted for the purposes of establishing a quorum for the meeting in question.

4.10 FIXING OF RECORD DATE. For the purpose of determining the Members entitled to notice of any meeting, or vote, of the Members, or in order to make a determination of the Members for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of the Members, such date in any case to be no more than 75 days, and not less than 10 days, before the date of such meeting, vote or notice. If no record date is fixed for the determination of the Members entitled to notice of, or to vote at, a meeting of the Members, the tenth (10th) business day before the date on which notice of the meeting is mailed or emailed shall be the record date for such determination of the Members. When determination of the Members entitled to vote at any meeting of the Members has been made, such determination shall apply to any adjournment of the meeting.

ARTICLE 5.BOARD OF DIRECTORS

5.1 NUMBER, TERM AND QUALIFICATIONS. The Club will be governed by a Board of Directors in accordance with the Membership Documents. The Board of Directors will be responsible for the government and administration of the affairs and property of the Club, set dues, fees and other charges for Members, establish Rules and Regulations and, in general,

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control the management and affairs of the Club, except as otherwise provided herein or except as otherwise provided in the Membership Documents.

There are nine (9) Members on the Board of Directors, who shall be elected to serve for a term of three (3) years until their successor is duly elected. All Directors are currently serving staggered three-year terms or a partial three-year term if appointed or elected to fill a mid-term vacancy on the Board. A Director who is appointed to a vacant seat shall serve only until the next election when the Members elect a new Director for the remainder of that term.

Directors may not serve for more than two consecutive elected terms unless a gap of at least twelve (12) months has occurred between Board terms. However, if the annual meeting is scheduled for less than twelve months from the prior annual meeting, that time frame shall constitute sufficient time such that a Member may run for the Board even though exactly twelve months has not passed. A Director who has been elected to serve a term is deemed to have served the entire term for purposes of this term-limit rule, regardless of whether that Director served the entire elected term. An appointment to fill a vacant Board seat is not an “elected term” for purposes of calculating term limits.

All Directors must be voting Members of the Club. Spouses or domestic partners may not serve on the Board at the same time and are not eligible to run for election while their spouse or domestic partner is (1) currently serving a term on the Board, or (2) is running for election to the Board. Further eligibility requirements are set forth in Article 5.3(e) below.

5.2 ELECTIONS.

(a) The Directors will be elected by the Members in conjunction with the annual meeting of the Members such that the new Directors will be announced and seated at the annual meeting. There shall be no cumulative voting and no preemptive rights. In order for a Member’s election ballot to be counted, a Member must vote for as many candidates as there are Board vacancies, such that “bullet” or “targeted” voting is not permissible. Any ballot received which does not cast votes for the number of vacant Director seats shall be disregarded and not counted for any candidate.

(b) Voting shall either be in person or by limited proxy and may occur via electronic means. A quorum of Members is not required to hold an election as long as at least twenty percent (20%) of the Members cast a ballot in the election.

(c) In any election, the Directors shall be elected by the plurality of the votes cast, such that the candidates receiving the highest number of votes shall be declared elected. Any ties shall be determined by a runoff election held within thirty (30) days of the election according to the procedures adopted by the Nominating Committee. The tied candidates are the only individuals eligible to be on the ballot for the runoff election. No runoff election shall be required, however, if one or more of the tied candidates submits their written withdrawal from the election prior to the notice of runoff election and ballot being sent to the Members, such that there is only one remaining candidate for the runoff election. If there is a mid-term vacancy filled in an election in addition to the elected three-year terms, the individuals elected with highest number of votes will serve the longer terms. No runoff election will be required for a tie over

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term lengths, such tie to be determined by agreement between the elected individuals or by factors adopted by the Nominating Committee in the absence of such agreement.

5.3 NOMINATING COMMITTEE.

(a) On or before December 1, but not less than ninety (90) days before each annual meeting of Members, the Board of Directors shall appoint a Nominating Committee consisting of five Members in good standing, none of whom shall be (1) members of the Board of Directors, or (2) the spouse, domestic partner or other member of a Director’s household who resides with such Director. No Nominating Committee member may be a candidate for the Board of Directors in the twelve (12) months following their appointment to the Nominating Committee. Members of the Nominating Committee shall serve for a term of one year or until their successors are appointed and qualified, unless earlier removed by the Board of Directors. Unless specifically requested by a majority of the Board of Directors, the Nominating Committee shall not nominate candidates to fill any vacancies occurring on the Board between annual meetings by reason of death, resignation or otherwise, for any unexpired term, any such vacancy to be filled by the Board. The Board of Directors, not less than ninety (90) days prior to the annual meeting, may recommend criteria for the Nominating Committee to use in determining the qualifications of a candidate. Any Board member running for re-election must recuse themselves from participating in any matter relating to the selection of the Nominating Committee and the election process itself.

(b) The Nominating Committee shall, at least sixty (60) days prior to the annual meeting, solicit candidates interested in serving on the Board of Directors. At least forty-five (45) days prior to the annual meeting, the Nominating Committee shall report to the Board the slate of qualified candidates up to, but not to exceed, twice the number of vacant seats, in its discretion, to be submitted to the Members for election to the Board of Directors. For purposes of this section, the term “qualified” shall mean a Member meeting the minimum standards set forth in subsection (e) below. The Chair of the Nominating Committee shall confirm that each candidate is qualified and is a Member in good standing prior to submission of the slate to the Board as that term is defined in Article 12.2(c) below.

(c) The Nominating Committee has the ability to adopt criteria against which it will vet candidates for the Board, which may include, among other factors, past involvement in the Club or in a similar capacity at another club, diversity and inclusion, of the current Board members, and the need for certain expertise on the Board. The Nominating Committee has the sole discretion to determine the names of those candidates who are qualified to appear on the slate and may nominate less candidates than there are seats vacant if the Nominating Committee determines there are not sufficient qualified candidates interested in serving on the Board. Any unfilled Board seat shall be filled by the Board of Directors. Such person shall serve until the next election. The “best interest of the Club” shall be the principal criteria in slating candidates who are otherwise eligible Members in good standing as defined in Article 12. The Nominating Committee shall consider the needs of the Board and shall recommend candidates that it believes are the best qualified among the eligible candidates to serve on the Board.

(d) A Member seeking to be a candidate for the Board of Directors must first submit his/her application to the Nominating Committee. If such Member is then not selected for any

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reason by the Nominating Committee, and such Member is otherwise eligible to sit on the Board, such Member may then nominate himself or herself by written notice to the Club Secretary together with a petition supporting their nomination signed by at least 50 Members. So long as that candidate is in good standing and eligible as provided in subsection (e) below, and fulfilled the process established by the Nominating Committee, such candidate shall be included on the ballot in the slate of candidates who will stand for election. The ballot may designate which individuals were recommended by the Nominating Committee and those who submitted their name by petition. For purposes of this subsection (d), there may only be one signature per Membership on any petition, and no Member or Membership may sign more than one candidate’s petition.

(e) In order to be on the ballot, a Member must be in good standing with the Club in accordance with Article 12.2(c) hereof, at the time that the Nominating Committee submits the slate of candidates to the Board of Directors. A Member is not eligible to run for the Board if they are currently delinquent in paying any monetary amounts owed the Club, currently suspended, or have been censured or suspended during the past two (2) year period preceding the date of the annual meeting at which the directors will be seated will occur. Further, a Member that has been convicted of, pled to or adjudicated guilty for any felony in Florida or in a United States District or Territorial Court, or who has been convicted of any offense in another jurisdiction which would be considered a felony if committed in Florida, is not eligible to run for election unless such felon’s civil rights have been restored for at least ten (10) years as of the date such person seeks election to the Board. An individual who has been convicted, pled to or adjudicated guilty for any misdemeanor involving the theft or misuse of funds, or another crime showing dishonesty or moral turpitude, in the last ten (10) years is not eligible for Board membership, and may not appear on the ballot. A background check shall be ordered on each applicant submitting their name for election. The Board may adopt additional, more restrictive background criteria for eligibility. A Member is not eligible to run for the Board if they, or their spouse or domestic partner, have served on the Nominating Committee in the twelve (12) month period preceding the date of the annual meeting at which the Directors will be seated. A member of the Board of Directors whose term is expiring may be nominated by the Nominating Committee, except that a Board member may not serve for more than two (2) consecutive elected terms but may serve for more than two (2) terms if not consecutively and a gap of at least twelve (12) months has occurred between Board terms. The eligibility requirements set forth above shall also apply to any Director appointed by the Board to fill a Board vacancy.

(f) Following the submission of the slate of candidates to the Board, the Nominating Committee, together with the GM/COO, will coordinate appropriate communication with the Members such as providing candidate information and organizing informational meetings prior to the election and establish rules and procedures for campaigning. However, if there are less candidates, either submitted on the slate to the Board or properly nominated by petition under 5.3(d) above, than there are vacant Director seats, no election is required. Those candidates are to be seated upon the conclusion of the annual meeting. Any such vacant seats shall be filled by the Board.

5.4 TERM AND ELECTION. Each year, the Members will elect the number of directors whose terms have expired as well as elect any mid-term vacancies. The three (3) Directors receiving the highest number of votes shall serve for a term of three years or until their

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successor is elected. All Directors are currently serving staggered three-year terms, except as noted in Article 5.1 above.

5.5 REMOVAL OF DIRECTORS. A Director is automatically removed from the Board if they (i) are no longer a Member; (ii) are no longer a Member in good standing, or (iii) engage in conduct during their term which would render them ineligible to run for election if the conduct occurred prior to them being elected. A Director may also be removed either (i) at a meeting of the Board of Directors by a vote of two-thirds of the other Directors determining that the Director being removed engaged in egregious misconduct detrimental to the interests of the Club (ii) at the discretion of the Board, if that Director has expressed to the Board an intent to no longer be a Member at the Club, including without limitation by virtue of listing their TwinEagles property for sale without intent to purchase another property within TwinEagles, (iii) at the discretion of the Board, if any Director fails to attend 50% of the regular meetings of the Board of Directors in any one Membership Year, or (iv) at a Special Meeting of Members by a vote of 51% of votes eligible to be cast by all eligible Members. In either case, the notice of the meeting shall state that one of the purposes of the meeting is to remove the Director. The Board of Directors shall replace such Director in accordance with Article 7, Section 2(c) hereof.

ARTICLE 6.MEETINGS OF BOARD OF DIRECTORS

6.1 ANNUAL MEETING OF BOARD. 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 Board. The annual meeting of the Board of Directors shall be held within five (5) business days of the annual meeting of the Members.

6.2 QUORUM. A majority of the Board of Directors in attendance at a meeting in person shall constitute a quorum at any meeting for the transaction of business.

6.3 REGULAR MEETINGS. The Board of Directors shall have a minimum of six regular meetings in each year at such times as the Board of Directors shall determine.

6.4 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or any three Directors.

6.5 ATTENDANCE AT MEETINGS. Members of the Board of Directors may participate in any Board meeting in person or by means of a conference telephone, web-based platform (Zoom, Teams, WebEx, etc.) or similar communications platform. All persons participating in the meeting must be able to hear and speak to each other at the same time. Participation by such means will constitute presence in person at the meeting. Directors may vote in person or, unless prohibited by law, by limited proxy, at a Board meeting, except that the proxyholder must be another Director, the proxy must be filed with the Club secretary at the time the meeting is called to order, and such limited proxy shall be considered a written consent to the action if approved. No general proxies shall be permissible. Directors may also vote by written consent as permitted by Florida Statutes Chapter 617.

6.6 NOTICE. Notice of any regular or special meeting of the Board of Directors shall be given at least two days previous thereto by written notice to each Director at his or her email

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address or mailing address as shown in the records of the Club, except that no special meeting of the Board may remove a Director unless written notice of the proposed removal is delivered to all Directors at least 20 days prior to such meeting. This notice requirement does not apply to Directors who are automatically removed from the Board. Notice of a special meeting of the Board may also be given 48 hours in advance by telephone communication (not voicemail) or personal delivery of a written notice to the Director. Notice of any special meeting of the Board of Directors may be waived in writing signed by the person or persons entitled to the 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 need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these Bylaws. If permitted by law, notice of any regular or special meeting may be given electronically, in which case such notices shall be deemed given when sent.

6.7 BOARD ACTION. Except as expressly provided otherwise herein, a vote of a majority of the members of the Board of Directors present and voting constitutes approval of any motion, including those votes as provided in Article 6.5 above and votes by written consent unless prohibited by law.

6.8 ACTION WITHOUT MEETINGS. Any action which may be taken by the Board of Directors may be taken without a meeting if consent in writing setting forth the action taken, signed by all of the Directors entitled to vote is filed in the minutes of the proceedings of the Board of Directors. A consent by all of the Directors entitled to vote shall have the effect of a unanimous vote.

6.9 CLOSED SESSION. The meetings of the Board of Directors shall be closed sessions, which Club Members may not attend unless invited by the President or a majority of the Board of Directors.

ARTICLE 7.POWERS OF THE BOARD OF DIRECTORS

7.1 MANAGEMENT OF CLUB. Except as set forth herein, 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.

7.2 DUTIES AND POWERS.

The Board of Directors shall:

(a) Elect the officers of the Club;

(b) Appoint committees and assign duties;

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(c) Fill vacancies on the Board of Directors due to death, resignation, inability to perform duties, removal or otherwise, to serve until the next Board election, at which time a Member shall be elected to serve for the remainder of the term of the vacant seat;

(d) Hire a GM/COO who shall then be responsible for hiring other managers and employees and to delegate such authority to them 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 and all of its facilities by Members, their families and their guests;

(f) Establish the amounts of the initiation fee, recreational facilities fee and any other Membership joining fee for each category of Membership and its terms of payment, any transfer fee, and dues, Capital Reserve Amount, fees and other charges, subject to limitations set forth in Article 15 hereof;

(g) Have the power to remove and replace any Director who shall fail to attend 50% of the regular meetings of the Board of Directors in any one Membership Year;

(h) Have the power to exchange rights to use the Club's facilities with members of other private clubs or for such period as determined by the Board of Directors upon the advice of the GM/COO;

(i) 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, borrow money and incur indebtedness on behalf of the Club subject to Article 19.3 hereof; and, to cause promissory notes, bonds, mortgages or other evidences of indebtedness to be executed and issued subject to Article 19.3 hereof and to select third parties to provide various types of services to the Club, and

(j) All such other acts and things as are permitted by the laws of the Florida Not-for-Profit Corporation Act, Florida Statutes chapter 617, as it now exists or as may hereafter provide.

7.3 ISSUANCE OF MEMBERSHIPS. The Board of Directors shall have authority to issue, cancel and transfer Memberships. The Club shall not issue certificates of Membership, unless otherwise determined by the Board of Directors.

7.4 COMPENSATION. No Director shall receive a salary or any other compensation whatsoever, but shall be entitled to reimbursement for all expenses, excluding travel expenses, reasonably incurred in performing any duties pursuant to these Bylaws.

7.5 INTERPRETATION OF BYLAWS. The Board of Directors shall have the corporate power to generally do everything permitted by not-for-profit corporations by law, statute, its Articles of Incorporation and these Bylaws, and to determine the interpretation of these Bylaws, or any parts thereof, which may be in conflict or of doubtful meaning, and their decision shall be final and conclusive, so long as consistent with applicable law.

7.6 CLUB MANAGER OR MANAGEMENT COMPANY. The Board of Directors, in its sole and absolute discretion, may employ a Club manager or general manager, including the

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GM/COO, to manage the day-to-day operations of the Club and to exercise any and all powers which the Board may delegate to the manager. The Board of Directors may retain a professional club management company, with the approval of the lesser of (i) 60% of votes cast at a meeting at which there is a quorum of Members represented in person or by proxy, or (ii) 51% of votes eligible to be cast by all eligible Members. The manager or management company (if any) shall report only to the Board of Directors or other such committees as determined by the Board from time to time.

ARTICLE 8.OFFICERS

Within five (5) business days of the election held at or in conjunction with the Annual Meeting, the Board of Directors shall elect, to serve for a term of one 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. Officers may be reelected; however, no officer may be elected to the same office for more than two (2) consecutive one-year terms. The officers shall not be liable for the debts of the Club.

ARTICLE 9.DUTIES OF OFFICERS

9.1 PRESIDENT. The President shall preside at all meetings of the Members and the directors and enforce observance of the provisions of these Bylaws 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.

9.2 VICE PRESIDENT. The Vice President shall assist the President in his or 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.

9.3 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.

9.4 TREASURER. The Treasurer shall be the Chair 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 and other 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. Any person or persons having access to monies of the Club or its bank accounts shall be bonded by the Club.

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9.5 OTHER OFFICERS. The Board of Directors may fill vacancies in any office or new office created at any meeting of the Board of Directors.

9.6 DUTIES OF OFFICERS. Any officer may be given additional assignments and duties by the Board of Directors. Without limiting the generality of the foregoing, the Board of Directors may designate any officer to handle bank accounts and other matters.

9.7 REMOVAL FROM OFFICE. Any officer may be removed from office, with or without cause, by a majority vote of the Board of Directors.

ARTICLE 10.COMMITTEES

10.1 STANDING COMMITTEES. The Club may establish committees from time to time in its sole and absolute discretion, including, but not limited to: Membership and Marketing, Finance, Golf, Green, Racquet and Other Court Sports, Wellness, Social and Activities, Strategic Planning, Facilities, Governance and Grievance, in addition to the Nominating Committee, which is governed by Article 5.3 hereof. Each year, the President, subject to the approval of the Board of Directors, shall designate the Members to serve on each committee and one Director to serve as the Chair of each committee which Director shall also serve as the liaison between the committee and the Board. No spouse, domestic partner or other member of a Director’s household may be appointed to serve on any committee. Nothing in this exclusion shall prohibit the spouse, domestic partner of other member of a Director’s household from assisting a committee in the performance of committee duties or in an advisory capacity if requested by the committee Chair, except they shall not be involved with the Nominating Committee, the Grievance Committee, or any committee which is chaired by his or her spouse, domestic partner or household member in any capacity. The Board shall consider diversity criteria in establishing the composition of any committee. All committee members shall keep confidential, and may not disclose to his or her spouse, domestic partner, any Member or any other person, any material information or internal discussion or vote as reasonably declared confidential by the Chair of the respective committee. Failure to comply with this confidentiality provision may result in the Member being removed from that committee as determined by the Board of Directors upon a recommendation by the Chair of the respective committee. The Board of Directors shall establish a description of each such committee and shall post a copy of any such committee descriptions on the Club’s website and/or in the Board Policy Manual.

10.2 AD HOC COMMITTEES. The President, subject to the approval of the Board of Directors, may, from time to time, appoint ad hoc committees including, but not limited to, Construction, Human Resources, Insurance, Audubon International and Legal, and shall establish the description of any such committee, which description shall then be posted on the Club’s website and/or the Board Policy Manual.

10.3 POWERS OF COMMITTEES. The several committees shall act only in an advisory capacity, and the individual members thereof shall have no power or authority except as delegated to them by the Board of Directors. The Chair of each committee may appoint from the members of the committee sub-committees as the Chair deems desirable. All sub-committees

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shall report directly to the committee as a whole, which shall approve, amend or disapprove any report or findings of the sub-committee.

10.4 TERMS OF COMMITTEE CHAIR AND MEMBERS. Each committee Chair and each member of a committee shall serve for one year or until their successor is duly appointed. The President, with the approval of the Board of Directors, may reappoint any committee member for an additional one-year term. There is no limit on the number of terms a committee member may serve.

ARTICLE 11.INSURANCE

The Club will have the power to purchase or maintain insurance on behalf of its Directors, officers and agents, against any liability asserted against or incurred by any Director, officer or agent in such capacity arising out of the Director, officer or agent's status as such, whether or not the Club would have the power to indemnify the Director, officer or agent against such liability under the Articles of Incorporation of the Club or under applicable Florida law.

ARTICLE 12.MEMBERSHIPS

12.1 CATEGORIES AND NUMBER OF MEMBERSHIPS.

(a) The Club offers three categories of Membership: Full Golf Memberships, Sports Memberships and Social Memberships. The rights, privileges and obligations associated with each category of Membership, including transfer of Membership, eligibility and application procedures for Membership, shall be governed by the Membership Plan, as it may be amended from time to time in accordance with its terms, except as specifically provided herein.

(b) The maximum number of Full Golf Memberships issued shall be as set forth in the Membership Plan.

12.2 VOTING PRIVILEGES.

(a) Each Membership which is in good standing in accordance with Article 12, Section 2(c) hereof entitles the Member to vote on various Club matters, including the election of the Board of Directors and any special assessment or fee that may require the approval of the Membership. On all matters to be voted upon by the Members, Full Golf Members are entitled to ten votes per Full Golf Membership, Sports Members are entitled to four votes per Sports Membership, and Social Members are entitled to three votes per Social Membership, with any such vote to be made by only one person per Membership. Predecessor Club Owner and its affiliates are not entitled to vote any Memberships which they hold. Unissued Memberships afford no voting rights until issued to a Member.

(b) If a Membership is jointly held by two spouses or domestic partners, either individual may cast all of the votes associated with such Membership on any matter upon which Members vote. The total number of votes associated with the Membership cannot be split between the two persons. If both persons vote and vote in the same manner, the vote shall count

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for the total number of votes associated with the Membership. If both persons vote and vote in a different manner, no vote for that Membership shall count.

(c) Members with past due Club accounts (more than 30 days past due as of the record date) shall not be considered to be a Member in good standing. A Member who has been censured or whose privileges have been suspended for disciplinary reasons shall not be in good standing and shall not be entitled to vote during the period of censorship or suspension, unless the Board of Directors determines otherwise. Any voting suspension issued will also apply to the other listed Member on the Membership, unless the Board of Directors determines otherwise.

12.3 NO PLEDGE OF MEMBERSHIPS. A Member may not pledge or hypothecate the Membership except to the extent the lien or security interest is incurred as a result of obtaining the Membership privileges or as part of a mortgage on their Lot.

ARTICLE 13.OTHER MEMBERSHIP AND USE PRIVILEGES

Non-Proprietary Memberships afford no ownership interest in the Club and no voting rights. Non-Proprietary Members shall have solely a revocable license to use the Club Facilities as set forth in the Membership Documents and/or their Membership Agreements. Non-Proprietary Members may not serve on the Board of Directors or committees or attend annual meetings or special meetings of Members. Non-Proprietary Members shall not be subject to capital or operating assessments, but shall be required to pay Capital Reserve Amounts, Club annual dues, fees and other charges as determined by the Club.

The Club has issued seven (7) Honorary Memberships in the Club in accordance with the Membership Plan approved at the Turnover Date.

The Club may, in its sole discretion, enter into reciprocal use privileges and arrangements with other private clubs from May 1 to October 31, or such other period as the Board of Directors determines upon the advice of the GM/COO.

The Club may have tournaments, special events and promotional use of the Club Facilities as determined by the GM/COO, with the approval of the Board of Directors.

ARTICLE 14.GUEST PRIVILEGES

Members may have guests use the Club Facilities in accordance with the Member’s category of Membership and the Rules and Regulations of the Club. The Board of Directors may limit the number of guests and the number of times a particular guest may use the Club Facilities during each Membership Year. The Member will be responsible for the payment of charges incurred but not paid by his or her guests, including any applicable guest fees established by the Club from time to time. Members will be responsible for the deportment of their guests.

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ARTICLE 15.DUES, FEES AND CHARGES

15.1 ESTABLISHMENT OF DUES, FEES AND CHARGES.

(a) Each year the Board of Directors will determine the amount of dues, fees and other charges to be paid by each Member for the next Membership Year. The dues may be set at any level deemed appropriate by the Board of Directors, except that the Board may not increase dues for any Membership category in any Membership Year by more than four percent (4%) plus the Consumer Price Index for All Urban Consumers. Increases in dues shall not be considered an assessment.

(b) The Board of Directors shall establish the amounts of dues, fees and other charges based upon the annual operating budget for the applicable Membership Year. The Finance Committee shall present the proposed annual operating budget to the Board of Directors approximately 60 days before the start of the next Membership Year. The Board of Directors shall adopt the annual operating budget either as proposed by the Finance Committee, or with such modification as approved by the Board of Directors, and shall send to the Members notice of the dues for the next Membership Year, with a copy of the approved operating budget, within 30 days thereafter before the commencement of the Membership Year. It shall be the goal of the Board of Directors to adopt an annual operating budget and establish dues, fees and charges so that projected operating revenues will equal projected operating expenses, plus operating reserves and contingencies determined by the Board.

(c) In addition to the operating dues of the Club, the Club may charge an annual capital reserve amount ("Capital Reserve Amount”) to establish separate capital reserve accounts ("Capital Reserve Accounts") to be used solely by the Club to fund both current and future repair and replacement of Club property and other improvements as well as accumulating funds for future capital needs. Each year the Board of Directors will determine the amount of Capital Reserve Amount to be paid by each Member for the next Membership Year, as part of the annual operating budget review and adoption process, subject to the following. The aggregate amount of Capital Reserve Amounts for any Membership Year may not exceed 10% of Operating Revenue (as hereinafter defined) for the prior Membership Year. "Operating Revenues" shall be defined as all revenue of the Club excluding Capital Reserve Amounts, assessments, initiation fees, recreational facilities fees, transfer fees, insurance proceeds, and loan proceeds.

15.2 PAYMENT OF DUES AND CAPITAL RESERVE AMOUNT. Dues and the Capital Reserve Amount shall be due and payable on an annual basis in advance, on or before the first day of the Membership Year, unless otherwise established by the Board of Directors from time to time.

15.3 ANNUAL USE RIGHTS TRANSFER. A Resident Full Golf Member may transfer their Membership use rights to an owner of a Lot on a Membership Year basis according to the rules established by the Board of Directors in its sole and absolute discretion and payment of a Transfer Fee, if applicable, in accordance with the Membership Plan.

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ARTICLE 16.DELINQUENCIES

The Club has lien rights against the Member's Lot as set forth in the Golf and Sports Declaration of Recreational Covenant or the Social Declaration of Recreational Covenant. If any dues, fees, or other charges are not paid when due and remain unpaid for sixty (60) days or longer, the Club has the right to file a lien against the Member's Lot, which can be foreclosed in the same manner as a mortgage. If any lien or foreclosure action has taken place against a Lot, the Member shall be liable for interest, late fees, reasonable attorney fees, costs and other expenses incurred by the Club incident to the collection thereof, including in any appeal.

In addition, the Club has a lien against each Membership for any unpaid dues, fees, or other charges owed. Any such lien filed against a Lot or against a Membership shall also accrue interest, late fees, reasonable attorneys’ fees, costs and other expenses incurred by the Club incident to the collection thereof, or the enforcement of any lien, whether or not legal proceedings are initiated, including in any appeal. The lien may, but need not be, recorded among the public records of Collier County, Florida, by filing a claim therein which states the name of the Member, the number of the Membership or the Lot legal description as applicable, and the amount claimed to be due. The lien shall continue in effect until all sums secured by the lien, together with all costs incurred in recording, collecting and enforcing the lien have been paid. A claim of lien may be signed by the GM/COO, by any officer of the Club or by counsel. Upon full payment, the Member making payment shall be entitled to be reinstated as a Member in good standing of the Club and shall be entitled to a release of lien to be prepared and recorded at the Member’s expense. All liens may be foreclosed by the Club, in any action at law or in equity, or without legal proceedings, upon five days prior written notice of intended foreclosure, as may be deemed appropriate by the Club and in accordance with the Membership Documents. Once foreclosed, the Membership may be sold by the Club as permitted by the Membership Documents. The foreclosure of a Membership does not operate as a release of the Member’s Lot from the applicable Golf and Sports Declaration of Recreational Covenant or Social Declaration of Recreational Covenant, as the case may be, nor does it entitle such Member to a release. Such Member Lot shall continue to be obligated to the Club for the same category of Membership, or, if such Membership is sold by the Club, to a Social Membership and its respective dues, fees and other charges. Membership dues, fees and other charges shall continue to apply to such Member even after the date of the foreclosure. Unless and until all outstanding amounts owed to the Club by such Membership are paid in full, a Member shall have no use rights in the Club. The Club may also, at its option, sue to recover a money judgment for unpaid dues, fees or other charges, or terminate the Membership in accordance with these Bylaws, without thereby waiving its lien securing the same.

The Club’s legal remedies as to a delinquent Membership shall also include, without limitation: (i) foreclosure of the Club’s lien against the Membership using sale procedures determined by the Club without a judicial or public sale, including the immediate transfer of the Membership to the Club upon Judgment entry; (ii) requiring immediate repayment of all amounts due and owing to the Club, including all Membership dues, fees, charges, accrued interest, and attorneys’ fees and costs of collection, and if such sums are not paid to the Club then the delinquent Membership is immediately forfeited, relinquished, and transferred directly to the Club; (iii) immediate surrender and termination of the delinquent Member’s ownership

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right, title, interest or claim to their Membership in the Club for delinquencies in any amounts owed in excess of twelve (12) months; and (iv) the right to take whatever action deemed necessary by the Club with respect to the subject Membership, including but not limited to the sale or transfer of the subject Membership to the Club or to whomever the Club deems fit, without any further obligation, financial or otherwise, to the delinquent Member.

The failure of any Member to pay the required dues, fees, and other charges, within the prescribed time period shall constitute grounds for the Members suspension or expulsion from the Club. Any such suspension or expulsion does not release the Member’s Lot or his or her Membership from the applicable Golf and Sports Declaration of Recreational Covenant or Social Declaration of Recreational Covenant, nor does it entitle such Member to a release. Membership fees, dues, and other charges continue to accrue until paid in full. A delinquency shall also subject the Members to interest and late charges as set forth in the Membership Documents. The Club shall also have such remedies as are available under applicable law in the event of a delinquency.

ARTICLE 17.DISCIPLINE

17.1 GROUNDS FOR DISCIPLINE. Members are responsible for their own conduct and for the conduct of their family members and guests. The GM/ COO, or assistant General Manager in the absence of the GM, is responsible for the initial handling of all disciplinary matters. Any Member whose conduct (including conduct that occurs outside of the Club premises or conduct not directly related to the Club) or whose family's or guest's conduct (including conduct that occurs outside of the Club premises or conduct not directly related to the Club) shall be deemed by the Board of Directors, in consultation with the GM and/or the Grievance Committee, to be likely to endanger the welfare, safety, harmony or good reputation of the Club or its Members or is otherwise improper or which actions may not be in the best interests of the Club, may be reprimanded, fined, suspended or expelled from the Club and have all privileges associated with the Membership suspended by action of the Board of Directors. The Board of Directors shall be the sole judge of what constitutes improper conduct, but improper conduct will be set forth in the Rules and Regulations and which may also include, without limitation:

(a) unsatisfactory behavior, deportment or appearance including, without limitation, intoxication;

(b) acting in a manner incompatible with the standard of conduct of the existing Membership or which would likely injure the reputation of the Members or the Club;

(c) any violations of the Membership Documents;

(d) verbal abuse or threats or threatening actions against Club employees;

(e) conviction of or plea to a crime by a Member or spouse, domestic partner, or other person listed on the respective Membership of the Member individual living with such Member;

(f) destruction of Club property;

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(g) verbal abuse or threats or threatening actions against the directors or officers of the Club, Members or Members' family or guests, including those posted on social media;

(h) Inappropriate use of social media to disparage the Club or its Members; or

(i) Any legal action of any kind that has been brought by a Member against the Club, its officers, directors or employees, except as permitted by Article 21 hereof.

17.2 ROLE OF THE GENERAL MANAGER/COO. Unless otherwise directed by the Board, the General Manager (“GM”)/ COO shall initially be involved in all disciplinary actions to determine if a Member’s conduct will be referred to the Grievance Committee. The GM/ COO shall also determine, for Member conduct not referred to the Grievance Committee, whether a formal letter of warning or other disciplinary action is appropriate. Any Member may appeal disciplinary action by the GM/COO to the Grievance Committee, but in any such appeal, the Grievance Committee may recommend greater or lesser discipline than the GM/COO imposed, in its discretion. The GM/COO has the authority to settle grievances with a Member. In no event shall an individual Member have the authority to refer a matter directly to the Grievance Committee, nor shall a Member request the GM/COO refer a matter to the Grievance Committee. A Member is not allowed to file a grievance against any Club employee, and any such matter will be referred to the GM/COO.

17.3 BOARD ACTION. Any Member accused of improper conduct shall be notified of the Club's proposed disciplinary action and shall be given an opportunity to be heard according to the procedures established by the Board of Directors to show cause why the Member should not be disciplined in accordance with this Article 17. While such complaint is pending, the Member shall enjoy the privileges of the Club, except as determined by the Board of Directors. Any notice given by mail must be given by first-class, certified or registered mail sent to the last address of the Member shown on the Club's records. Notwithstanding the foregoing, the Club may, without notice and without a hearing, immediately suspend some or all privileges associated with a Membership and/or, after notice, terminate a Membership for failure to pay in a proper and timely manner dues, fees or any other charges owed to the Club or for actions the Board determines threaten the safety or welfare of the Club, its Members, or its employees.

17.4 SUSPENSION. The Board of Directors may suspend a Member and/or any family member or guest of the Member from some or all of the privileges of the Club for a period of any length of time, including an indefinite suspension, as set forth in the Membership Documents. Dues and other obligations shall accrue during such suspension and must be paid in full when due. The Board of Directors may determine, in its discretion, to allow the spouse, domestic partner or other person listed as a Member on the respective Membership of any such suspended Member, provided such other person is also listed on the title deed of the Lot, to remain a Member and thus continue to use the Club’s Facilities. A Member, who has become subject to an indefinite suspension, may appeal to the Board of Directors to have such suspension lifted after a one-year period, provided such Member can provide evidence that the Member has rehabilitated himself or herself and has shown remorse regarding the actions that resulted in the Member’s indefinite suspension.

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17.5 EXPULSION. A Member may be expelled by the Club, by a vote of the Board of Directors, for any behavior described in Article 17.1 above and in the Club’s Rules and Regulations. Any Member who has been expelled shall not again be eligible for Membership nor admitted to the Club's property under any circumstances, including as a guest of a Member, as determined by the Board of Directors in its sole and absolute discretion. An expulsion does not operate as a release of the Membership’s financial obligations owed to the Club. An expelled Member shall be required to pay all outstanding dues, fees and other charges from the date of expulsion until their Membership is transferred to a new Member. An expelled Member shall not be entitled to a refund of any prepaid dues or fees. An expelled Member shall be notified by registered or certified mail or hand delivery and shall forfeit all rights and privileges of Membership. This provision shall be subject to the Golf and Sports Declaration of Recreational Covenant and the Social Declaration of Recreational Covenant. Notwithstanding the foregoing, a Member whose property is subject to the Golf and Sports Declaration of Recreational Covenant or the Social Declaration of Recreational Covenant may be subject to long term suspension of Membership privileges in lieu of expulsion.

ARTICLE 18.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 19.MISCELLANEOUS

19.1 FISCAL YEAR. The fiscal year of the Club shall be the Membership Year unless otherwise determined by the Board of Directors.

19.2 ANNUAL ACCOUNTING. The Club shall provide Members with quarterly unaudited financial reports within forty-five (45) days after the end of each fiscal quarter and an audited annual financial report within thirty (30) days after the Board has received the audited financials from the Club's certified public accounting firm or notice that a copy is available upon request. The Club may provide the applicable financial record or audit electronically to Members in lieu of a paper copy.

19.3 ASSESSMENTS.

(a) The Board of Directors may levy assessments, in addition to dues, to cover any operating deficits and such assessments are considered “dues” for purposes of the Membership Documents, including collection and enforcement. Any assessments to cover operating deficits will be prorated among Members based on a Full Golf to Sports to Social Member ratio of 10/4/3 ("10/4/3 Ratio"). For example, if the assessment against each Full Golf Member is $100, the assessment against each Sports Member and each Social Member will be $40 and $30, respectively.

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(b) The Board of Directors may, without a vote of the Members, approve a capital assessment to accumulate funds for both current and future needs, including capital improvements to one or more of the Club Facilities as well as equipment necessary to maintain the Club’s Facilities other than as noted in the definition of the Capital Reserve Amount in Article 15 (a "Capital Program") in an aggregate amount not to exceed $500,000 per Membership Year. The Board may approve more than one Capital Program in a Membership Year without a Member Vote provided that the aggregate amount of all Capital Programs in any Membership Year does not exceed $500,000 in that Membership Year. The Board may also, without a vote of the Members, approve the amount of the Capital Assessment to be assessed against the Membership together with the amount of any loan financing (the "Loan Financing"), if any, necessary to fund such Capital Program, provided that the aggregate sum of such Capital Assessment and Loan Financing principal amount shall not exceed $500,000 in any Membership Year. The amount of a Capital Assessment shall be deposited in the Capital Reserve Account as noted in Article XV. For example, if the Board approves a Capital Program which will cost $500,000 in any Membership Year, the Board may assess a $350,000 Capital Assessment and approve Loan Financing in the principal amount of $150,000. The aggregate amount of Capital Assessments and the principal amount on any Loan Financing approved by the Board without a vote of the Members shall never exceed $500,000 in any Membership Year. Capital Reserve Amount shall not be deemed to be Capital Assessments; moreover, (i) Initiation Fees and (ii) Capital Reserve Amount used to fund other capital programs or (iii) debt service on loan indebtedness which has been previously approved by vote of the Members shall be excluded in calculating the aggregate amount of the Capital Program for purposes of this Section 3(b). The Board shall specifically identify and describe the scope of any Capital Program in a written notice to the Members prior to the announcement of the Capital Assessment and/or Loan Financing. Such capital assessments are considered “dues” for purposes of the Membership Documents, including collection and enforcement.

(c) There will be no assessments for capital expenditures except as set forth in the prior paragraph unless approved by a majority vote of Members as provided in the Bylaws. Any assessment requiring a Member vote shall require the approval of the lesser of (i) 60% of votes cast at a meeting at which there is a quorum of Members represented in person or by proxy, or (ii) 51% of votes eligible to be cast by all eligible Members. For any assessment for capital expenditures, Full Golf Members will have ten votes per Full Golf Membership, Sports Members will have four votes per Sports Membership, and Social Members will have three votes per Social Membership, regardless of whether the assessment is for golf or non-golf facilities.

(d) Any assessment for capital expenditures will be prorated among Full Golf Members, Sports Members and Social Members on a 10/4/3 Ratio, regardless of whether the assessment is for golf or non-golf facilities.

(e) Any amendment to this Section 19.3 shall require the approval by Member vote of the lesser of (i) 60% of votes cast at a meeting at which there is a quorum of Members represented in person or by proxy, or (ii) 51% of votes eligible to be cast by all eligible Members.

(f) Failure to pay any assessments shall subject a Member to the same penalties as failure to pay any other indebtedness to the Club.

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19.4 CONFLICT BETWEEN MEMBERSHIP DOCUMENTS. In the event of a conflict between the various Membership Documents, the Golf and Sports Declaration of Recreational Covenant, the Social Declaration of Recreational Covenant, and/or the Membership Agreement, the conflict shall be resolved in favor of the priority of the Articles of Incorporation, these Bylaws, the Membership Plan, the Golf and Sports Declaration of Recreational Covenant, if applicable, the Social Declaration of Recreational Covenant, the Membership Agreement, and the Rules and Regulations, except that the Membership Plan provisions governing Legacy Members' rights and the Turnover Agreement shall govern over all other documents.

19.5 PROHIBITION AGAINST DISTRIBUTION OF INCOME. The Club is one which does not permit pecuniary gain or profit. No part of any net earnings shall inure to the benefit of any Member, director, officer or other private individual and, as such, they will have no interest in or title to any of the property or assets of the Club. Nothing herein shall prohibit the Club from, reimbursing its directors and officers for all expenses reasonably incurred in performing services rendered to the Club.

ARTICLE 20.AMENDMENTS

Amendments to these Bylaws shall require the approval of the lesser of (i) 60% of votes cast at a meeting at which there is a quorum of Members represented in person or by proxy, or (ii) 51% of votes eligible to be cast by all eligible Members. Notwithstanding the foregoing, amendments to these Bylaws that (i) change the special rights of Legacy Members require the consent of 75% of the Legacy Members, and (ii) increase the maximum number of Full Golf Memberships or change the Leave of Absence provision require approval of 51% of the owners of Full Golf Memberships in accordance with the Membership Documents.

ARTICLE 21.ARBITRATION OF DISPUTES

21.1 GOVERNING LAW. With respect to any Claims (as defined below) arising exclusively under these Bylaws and the Membership Documents, the terms and conditions of these Bylaws and the Membership Documents shall be interpreted, construed and enforced pursuant to the laws of the State of Florida.

21.2 MANDATORY ARBITRATION AGREEMENT.

THE CLUB AND EACH MEMBER WAIVE THEIR RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION PURSUANT TO THE FOLLOWING TERMS. THE CLUB AND MEMBER AGREE TO ARBITRATE ANY AND ALL CLAIMS, CONTROVERSIES OR DISPUTES OF ANY KIND (“CLAIMS”) AGAINST EACH OTHER ARISING OUT OF OR RELATING IN ANY WAY TO THESE BYLAWS AND THE MEMBERSHIP DOCUMENTS, INCLUDING, BUT NOT LIMITED TO, CLAIMS RELATING TO PROPERTY DAMAGE OR LOSS, PERSONAL INJURY, TORT CLAIMS, WRONGFUL DEATH CLAIM, ALL DERIVATIVE CLAIMS INCLUDING, BUT NOT LIMITED TO, LOSS OF CONSORTIUM CLAIMS, CLAIMS BASED ON OR RELATED TO THE INSTITUTION OF CLUB’S MEMBERSHIP FEES, DUES OR OTHER CHARGES,

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WITH THE EXCEPTION OF ACTIONS FOR MONIES OWED, COLLECTION OF A DEBT, LIEN AND FORECLOSURE RIGHTS WHICH ARE NOT SUBJECT TO ARBITRATION. FOR THE PURPOSES OF THIS DISPUTE RESOLUTION PROVISION, “MEMBER” SHALL INCLUDE ALL OF THE MEMBER’S AUTHORIZED USERS, GUESTS, INVITEES, CONTRACTORS, SERVICE PROVIDERS, AGENTS, BENEFICIARIES OR ASSIGNS, OR ANYONE ACTING ON BEHALF OF THE FOREGOING, AND “CLUB” ALSO INCLUDES ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUBSIDIARIES, ASSIGNS, AND VENDORS.

CLUB AND MEMBERS AGREE THAT NO CLAIMS WILL BE PURSUED OR RESOLVED AS PART OF A CLASS ACTION OR OTHER REPRESENTATIVE ACTION OR PROCEEDING, THAT NO ARBITRATION FORUM WILL HAVE JURISDICTION TO DECIDE ANY CLAIMS ON A CLASS-WIDE, COLLECTIVE, OR CONSOLIDATED BASIS, AND THAT NO RULES OR OTHER PROCEDURES FOR CLASS-WIDE OR COLLECTIVE ARBITRATION WILL APPLY.

THIS ARTICLE 21.2 IS TO BE BROADLY INTERPRETED AND APPLIES TO ALL CLAIMS BASED IN CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, AND ALL CLAIMS THAT AROSE PRIOR TO OR AFTER TERMINATION OF THIS AGREEMENT.

However, the Parties agree that either Party may bring an individual action in a small claims court with valid jurisdiction, provided that the action remains in that court (other than any appeal of the small claims court ruling), is made on behalf of or against Member only and is not made part of a class action or other representative or collective action.

In the event there is any such dispute, the same shall be resolved in the following manner:

21.3 PROCEDURE. A Party must send a written Notice of Dispute (“Notice”) describing: (A) the nature and basis of the Claim; and (B) the relief sought, to the other Party. If Club and Member do not resolve the Claim within thirty (30) days after the Notice is received, a Party may commence an arbitration by filing a demand for arbitration with the American Arbitration Association (“AAA”) pursuant to its Commercial Arbitration Rules. Claims will be resolved pursuant to the AAA’s Commercial Arbitration Rules in effect at the time of the demand, as modified by this Agreement, however a single arbitrator will be selected according to the provisions below and not according to AAA’s Commercial Arbitration Rules. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by Club or Member that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both Parties with due consideration of their ability to travel and other pertinent circumstances. If the Parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The AAA rules are available online at www.adr.org. Except as required by law, neither a Party nor an arbitrator may disclose the existence, content or results of any dispute or arbitration hereunder without the prior written consent of both Parties. The arbitrator will be selected by the Club with the only limitations on such selection being that such arbitrator must be qualified by experience, education or training in country club operations. The arbitrator shall be selected by the Club within ten days after the arbitration provision is invoked.

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The arbitration proceeding shall be held in Collier County, Florida and shall be governed by the commercial arbitration rules of the American Arbitration Association then in force, except as otherwise provided herein.

Each party shall submit a proposal setting forth its resolution of the issue(s) submitted to arbitration within ten days after notice of selection of the arbitrator. The decision of the arbitrator, where appropriate, shall take into account the operation of the Club Facilities in comparison to the operation of other similar clubs in Collier County, Florida. The arbitrator shall investigate the facts and shall hold hearings at which the parties may present evidence and arguments, be represented by counsel and conduct cross examination. The arbitrator shall render a written decision upon the matter presented within 30 days after the date upon which the last party submitted its proposal to the arbitrator, and such decision shall be final and conclusive upon all parties. Judgment upon the award rendered in such arbitration may be entered by any court having jurisdiction thereof, and the judgment shall be entered unless the award is vacated, modified or corrected as provided by law.

The parties shall advance on an equal basis any necessary costs of the arbitration, such as reporter's fees and arbitrator's fees, except for cases brought by a Member under Federal law where such fee shifting is not contemplated by the applicable Federal law. The prevailing party shall be entitled to recover as part of the award all such advanced costs and reasonable attorneys' fees and related costs, fees or expenses of the arbitration, except for Federal law actions where prevailing party attorney’s fees are not provided for against the Member. In the event of any dispute over any such fees and costs, each party may apply to the arbitrator within 30 days of the decision on the merits for a determination of an award of fees, costs and expenses. The arbitrator shall enter an award on such application within 30 days from its receipt, without a hearing, but with consideration of any factual materials or brief submitted by the parties, and such award shall be paid within 30 days from the date of such award. Any time period set by this paragraph may be shortened or extended by the mutual agreement of the parties to the arbitration.

If any court or arbitrator shall find any provision of this Article to be in violation of or in contradiction to the applicable law, the parties agree such provision or provisions shall be deemed to conform to the applicable law. Should any Member bring suit against the Club or others in contravention of this arbitration mandate, all costs and expenses incurred by the Club or others in the defense of such suit, including court costs, attorneys' fees and other costs including paraprofessional fees and travel costs through all trial and appellate proceedings, shall be recoverable as part of the arbitration award.

Judgment upon the award rendered in such arbitration shall be entered by any court having jurisdiction thereof, and the judgment shall be entered unless the award is vacated, modified or corrected as provided by law.