By-Laws

ARTICLE I
NAME

Section 1. The name of this Corporation shall be “Ogden Golf and Country Club” (Club).

Section 2. The corporation seal of this Corporation shall consist of a circle having on its circumference the words “Ogden Golf & Country Club, Corporate Seal, Utah.”

ARTICLE II
MEMBERSHIP

Section 1. Membership in this Club shall exist only in accordance with the provisions of these By-Laws and the conditions, restrictions and limitations herein set forth. A membership shall neither confer nor grant any rights, vested or otherwise other than those which are specifically conferred by these By-Laws.

EQUITY MEMBERSHIPS
(As of April 17, 2012, see new EQUITY MEMBERSHIP categories c, d, e, f and g)

a) Regular Equity Members: A regular Equity Member shall be a person of twenty-one (21) years of age or over, of good character and duly elected to such membership by the Board of Directors. Such membership shall entitle the holder thereof to all the privileges of the Club, to one (1) vote at all meetings of the members, to hold office, and to a pro rata interest in the properties and assets of the Club. The privileges of the Club shall be extended to members of the family of regular Equity Members, with the Equity Member’s approval. Family shall be defined as the spouse of a regular Equity Member and unmarried sons and daughters who are age twenty-five (25) or younger and are members of the regular Equity Member’s household. An individual holding a regular Equity Membership may transfer the same to their spouse without a transfer fee or to their son, son-in-law, daughter, daughter-in-law, or grandchild for a transfer fee, subject to approval of the Board of Directors. Regular Equity Memberships may be purchased by corporations or business associations. The use and privileges of such membership must be assigned to only one employee or other member of such association at any one time and approved by the Board of Directors. The corporation/business association holding a regular Equity Membership may reassign to another employee/associate the same for a transfer fee subject to approval of the Board of Directors. The corporation/business association may also transfer its ownership to an assigned member providing said member has been a member in good standing for at least five years, subject to a transfer fee and approval by the Board of Directors. Valuations of regular Equity Memberships are established by the Board of Directors (See Article III, Section 10).

b) Young Member Equity Members: A Young Member shall be a person of twenty-one (21) through thirty-nine (39) years of age, of good character and duly elected to such membership by the Board of Directors. Such membership shall entitle the holder thereof to all the privileges of the Club and to one (1) vote at all meetings of the members, to hold office, a pro rata interest in the properties and assets of the Club. The privileges of the Club shall be extended to members of the family of the Young Member. Family shall be defined as the spouse and unmarried sons and daughters who are age twenty-five (25) or younger and are members of the Young Member’s household. An individual holding a Young Membership may transfer it to their spouse without a transfer fee or to their son, son-in-law, daughter, daughter-in-law, or grandchild for a transfer fee, subject to approval of the Board of Directors. Young Member memberships may be purchased by corporations or business associations. The use and privileges of such membership must be assigned to only one employee or member of such association at any one time and approved by the Board of Directors. The transfer of corporate/business association owned Young Memberships must be transferred to an employee/associate who qualifies for Young Membership, or the membership will convert to a regular Equity Membership. The transfer is subject to a transfer fee and approval of the Board of Directors. Any portion of the financed initiation fee must be paid and dues revert to that of a regular Equity Membership. The corporation/business association may also transfer its ownership to an assigned member providing said member has been a member in good standing for at least five years, subject to a transfer fee and approval by the Board of Directors. Young Members will pay a graduated percentage of regular equity dues as follows: Age 21 through 24 at 50% of the established monthly dues structure for regular Equity Members, 25 through 28 at 60%, 29 through 33 at 70%, 34 through 36 at 80%, 37 through 39 at 90% and 100% thereafter. Further, the Club is willing to finance that portion of price of membership known as the initiation fee for a period of up to ten years or until their 40th birthday, whichever comes first, at a fixed interest rate of 2% above the Wall Street Journal prime interest rate. Current regular Equity Memberships may not be retrofitted, i.e., youthful members already holding regular Equity Memberships as of June 1, 1994 may not convert to this program.

NON-EQUITY MEMBERSHIPS
a) Spouse Memberships: Effective January 1, 1995, no new persons will be added to this category of membership. Persons who were Spouse Members on December 31, 1994, shall continue as Spouse Members. A Spouse Membership shall entitle the holder to all the privileges of the Club accruing to an Equity Member, except the right to vote, to hold office and the right of ownership in the property or assets of the Club. The privileges of such membership are further extended to sons and daughters who are age twenty-five (25) or younger, and who are members of the Spouse Member’s household.

b) Grandfathered ( those that joined in this category before April 17, 2012)Junior Members: A Junior Member shall be a person of good character between the ages of 21 and 30, who is a son or daughter of an Equity Member or spouse, duly elected to such membership by the Board of Directors. If the applicant is married, the membership shall mature based upon the age of the elder of the couple. In case of divorce, membership of the non-blood relative terminates. In the event the membership account becomes delinquent or is terminated for whatever reason, the Junior Member and the sponsoring Equity Member shall jointly be responsible for any outstanding indebtedness owed to the Club. The holder of a Junior Membership shall be entitled to all the privileges of the Club accruing to an Equity Member, except the right to vote, to hold office and the right of ownership in the property or assets of the Club. The privileges extended to Junior Members shall also be extended to their family, limited however, to spouse and dependent children who are members of the Junior Member’s household. Junior Memberships shall revert to the club on the holders 31st birthday. In the event said Junior Member qualifies for and is elected to Equity Membership, he/she shall receive credit in an amount established by the Board of Directors, with said credit being applied toward the normal membership fee.

c) Granfathered (those that joined in this category before April 17, 2012)Social Members: A grandfathered Social Member shall be a person of twenty-one (21) years of age or over, of good character and duly elected to such membership by the Board of Directors. Such membership shall entitle the holder thereof to all of he privileges of the Club except such members shall not have the right to vote, to hold office, nor the right of ownership in property or assets of the Club. The privileges extended to the Social Members shall also be extended to members of the Social Member’s family. Family shall mean the spouse and unmarried sons and daughters who are age twenty-five (25) or younger, and are members of the Social Member’s household. Social Memberships may be purchased by corporations and business associations. The use and privileges of such membership must be assigned to only one employee or other member of such association at any one time and approved by the Board of Directors. The corporation/business association holding a Social Membership may reassign to another employee/associate the same without charge or transfer fee subject to approval of the Board of Directors. Social Members may golf up to four times a year, subject to a reduced green fee and mandatory cart.  Tee times must be made through the Pro Shop.  Social Members may invite up to 3 guests per year to play golf.  Eligible Social Members may play in Twilight Tournaments on Friday and Sundays, subject to a reduced green fees and entry fees. In the event said Social Member qualifies for and is elected to Equity Membership, he or she may trade his or her Social Membership in on an Equity Membership and receive such amount as the Board of Directors may authorize as credit for his or her Social Membership against the price of the Equity Membership.

d) Corporate Social: A Corporate Social Member shall be a person over the age of 21 years, of good character, and duly elected to such membership by the Board of Directors pursuant to normal application and sponsorship as provided in these By-Laws. Such membership shall entitle the holder thereof to use of the clubhouse, restaurant and bar facilities, including banquet and social function privileges. Such members shall not have the right to vote, to hold office, nor the right of ownership in the property or assets of the Club. Such members shall not have access to, or use of, the Club’s golf, tennis, swimming, exercise or locker facilities. The privileges extended to Corporate Social Members shall be extended only to the spouse of such members. Such membership shall become available to employees of businesses, corporations, foundations and other suitable organizations by agreement between such businesses or corporations and the Club. Such membership agreements shall be on an annual basis, being renewed or terminated each year. Such company or group may select from different packages of memberships for the business, from 3 to 10, as established by the Board of Directors. Annual cost of each package of such memberships shall be established and approved by the Board of Directors. Corporate Social Members may charge their food or beverage purchases to their account at the Club or a major credit card may be presented for payment for the same at time of service. The account will have a five hundred dollar ($500.00) credit limit and must be kept current. Banquet events may not be charged to this account therefore must be paid for by major credit card or check at the time of service. In the event a Corporate Social Member is terminated or leaves employment with the sponsoring business or corporation, such membership at the Club will terminate at the same time. Annual fees must be paid in advance each year such agreements are in effect. No dues or assessments will be levied upon Corporate Social Memberships other than the annual fee. These memberships may be transferred from one employee of the firm to another for a transfer fee, provided the normal new member application process is followed.

e) Non-Resident Members: Effective January 1, 1995, no new persons will be admitted to this category of membership. Persons who were Non-Resident Members on December 31, 1994, shall continue as Non-Resident Members. Non-Resident Member golfing privilege shall be restricted to eighteen (18) free rounds per year. They may play additional rounds of golf by paying the normal green fees. The same golfing privileges shall be extended to the

Non-Resident Member’s family. Family shall mean the spouse and unmarried sons and daughters who are age twenty-five (25) or younger and are members of the Non-Resident Member’s household. In the event said member qualifies for and is elected to Equity Membership, they shall be credited with the amount paid for their Non-Resident Membership towards the cost of the Equity Membership.

EFFECTIVE APRIL 17, 2012 
 EQUITY MEMBERSHIPS
f) Full Equity-fourty three (43) years of age and older, Full Equity Member is not fully vested until full initiation payment received. Until then, Full Equity Member is “Equity Member in waiting”
g) Intermediate Member-thirty six (36) through fourty two (42) years of age, Intermediate Member is not fully vested until full initiation payment received. Until then, Intermediate Member is “Equity Member in waiting”
g) Junior “B” Member-thirty (30) through thirty-five (35) years of age, Junior “B” Member is not fully vested until full initiation payment received. Until then, Junior “B” Member is “Equity Member in waiting”
i) Junior “A” Member-twenty one (21) through twenty nine (29) years of age, Junior “A” Member is not fully vested until full initiation payment received. Until then, Junior “A” Member is “Equity Member in waiting”

 SOCIAL MEMBERSHIPS
j) Social Limited Sports Membership-all privileges, except golf and drving range
k) Social Dining Membership-all clubhouse events, dining privileges and junior programs, does not include golf, driving range, tennis, pool or fitness
l) Non-Resident Golf Membership-all privleges for immediate family, a 5 month membership as determined by the non-resident, primary residence must be 250 miles from Ogden. Will need to provide verification of residence by tax return, driver’s license and/or simple affidavit.

OTHER MEMBERSHIPS
m) Corporate Membership- requires 1 Corporate Primary Member (Equity) and a minimum of 1 Corporate Affiliate (Non-Equity). The Corporate Primary Member has the same privileges as a Full Equity Member including one vote
n) The Corporate Affiliate  may be a golf , social limited sports, or social dining member.
o) Junior Legacy Membership- this is the new name for the formerly known as Junior Membership
p) Lifetime Membership-Must be 75 years of age and a member for 35 years.
 
ARTICLE III
GENERAL MEMBERSHIP CONDITIONS AND PROVISIONS
Section 1. The Board of Directors may by majority vote provide for such other and additional types of memberships it may deem advisable.

Section 2. Under no circumstances can a membership in this Corporation of any class nor the right thereunder be transferred, devised, bequeathed or descend by operation of law or otherwise, except as specifically provided in these By-Laws. Once a membership is approved by the Board of Directors, the member shall have all privileges and obligations of that class of membership until one of the following: sale, transfer, resignation or expulsion, all of which require the approval of the Board of Directors.

Section 3. In the event of the cessation of membership of any class for any reason, all property and privileges of the Club shall thereupon cease and revert to the Club and the cessation of the membership shall operate as an unconditional assignment to the Corporation of all right, title, privileges and interest of the membership in and to the property and privileges of the Club, except as herein otherwise provided.

Section 4. Upon application for membership of any class, the receipt or acceptance of a certificate or card evidencing such membership or the payment of any fee or dues by the member or prospective member, or the person entitled to the use and privileges of such membership shall constitute and create an unconditional assent to these By-Laws of the Corporation by such individual, and shall thereby create an executed contract binding upon same.

Section 5. The Board of Directors shall have power to elect to membership all such persons or firms as it shall deem proper and desirable. All applications for membership of all classes shall be in writing by completion of standard forms established by the Membership Committee and Board of Directors. The application shall be signed by at least two members of the Club recommending the applicant. The applicant shall be considered by the Membership Committee and forwarded to the Board of Directors where a vote is taken thereon by secret ballot. Two negative votes shall exclude the applicant from membership.

Section 6. The Board of Directors is hereby authorized to fix the maximum number of any class of membership that may be outstanding at one time. When such number has been attained, the membership of such particular class shall be deemed to be full and no additional memberships of such particular class shall be issued unless and until the maximum number of memberships is increased, by resolution of the Board of Directors.

Section 7. There shall be issued a certificate of Equity Membership to each duly elected and qualified Equity Member of this Club and Corporation with the signatures of the President and Secretary of the Club and the corporation seal impressed thereon. An Equity Member shall be the only class of membership entitled to such a certificate. Whenever a certificate of membership has been lost, destroyed, stolen or is wrongfully withheld, the Board of Directors by resolution may cancel such certificate. All classes of membership shall be given a membership card annually, designating the class of membership to which they belong.

Section 8. Prior to their 31st birthday, a Junior Member will be required to convert to an Equity Membership by purchasing a regular Equity Membership or a Young Member Membership held by the Club. In the event a Young Member membership is attained, optional financing and dues structure will be followed. If regular Equity Membership is attained, said member shall be required to pay one-third of the membership fee at time of initiation and one-third, plus interest, each of the following two years until paid. Interest is to be fixed at 2% over the prime-lending rate as of the time of initiation. Full amount of the regular Equity dues apply. Should the member fail to pay the second or third installment, payment(s) previously made will be forfeited. In the event there are no memberships available, the Junior Member shall then pay the regular Equity dues, be placed on a waiting list and receive the first membership that becomes available after being recommended by the Membership Committee and approved by the Board.

Section 9. The transfer of any Equity Membership shall only be complete upon payment of any and all indebtedness due and owing the Club by the member whose certificate of Equity Membership is being transferred.

An Equity Member in good standing may transfer membership privileges to another party for a period of not more than twenty four (24) months nor less than twelve (12) months for a fee established by the Board of Directors. Eligibility would require one of the following:

• Temporary relocation of residence for professional reasons.
• Temporary relocation of residence necessitated because of religious appointment.
• Temporary medical disability
The member must submit a request and sign an affidavit stating (above) reason. Transferee would have to pass normal membership criteria and be approved by the Board of Directors. Owner of record would continue to assume ultimate financial responsibility relating to any indebtedness to the Club. Membership would revert back to original member, free of charge, at appropriate time.

Section 10. Sale of all Equity Memberships shall be through the Club.  The approval or rejection of any applicant shall be recorded in the minutes of the Board. The sale, upon applicant’s approval by the Board of Directors, shall be complete only upon payment to the Club in cash or other instrument acceptable to the Board.

Section 11. Upon the death or incompetency, as determined by a court of law, of an Equity Member,

a) the Board of Directors may pay to the deceased or incompetent member’s guardian or estate, as defined by a court of law, the equity valuation, less any sums owing the Club, when the membership is sold in accordance with these By-Laws or,

b) allow the heir to apply for the transfer of the Equity Membership in accordance with these By-Laws.

The Board of Directors shall have up to sixty (60) days after the death or incompetency of a member within which to allow either of the above. During this period no dues shall be assessed against the membership. Upon the expiration of this period, dues shall be charged.

Section 12. In case of the expulsion of any member holding a membership of any class, all the interest of such expelled member in and to the property and privileges of the Club shall thereupon revert to the Club. The act of expulsion shall operate as an unconditional assignment of all rights, titles, and privileges and interest of such member in and to the property and privileges of the Corporation and in and to his or her certificate of membership, all of which shall immediately revert to and become the property of the Club.

Section 13.  An equity member in good standing who wishes to resign from the club may do so by notifying the club in writing and submitting payment equal to six (6) months dues and Asset Protection Fund OR they may give six (6) month’s notice of resignation.  At the end of the six month notice of resignation, the member may resign if in good standing or choose to continue their membership.  If they choose to continue their membership they must then wait an additional six (6) months before another resignation and six (6) month notice is given.  The member may pay the exit fee at any time during notification and/or waiting period.

Should an equity member in good standing choose to convert to a social dining or social limited sports membership they would pay six (6) months’ worth of regular equity dues and asset protection fund less six (6) months of social dining or social limited sports member dues and commit to membership in that category for one year, paying dues and other applicable obligations.  At the end of the twelve (12) month period, they may choose to resign at any time.

A social member in good standing who wishes to resign from the club may do so by notifying the club in writing and submitting payment equal to three (3) months dues OR they may give three months’ notice of resignation.  At the end of the three (3) month notice of resignation, the member may resign if in good standing or choose to continue their membership.  If they choose to continue their membership they must then wait an additional six (6) months before another resignation and three (3) month notice is given.  The member may pay the exit fee at any time during notification and/or waiting period.

In order to exercise the exit policy, the current initiation fee at the time of joining must be paid in full AND after a twelve (12) month
commitment has been met.  Member must be in good standing.  Initiation fee is non-refundable.
Section 14. Notice of any kind required to be given to any member by these By-Laws shall be conclusively deemed to have been given by depositing same in the U.S. Mail in a sealed envelope containing the notice, addressed to the member at the last address given by such member as shown by the books of the Club, with the postage on such envelope fully prepaid. If the address of any member is not given and shown on the books of the Club, such member shall be deemed to have waived any notice provided for by these By-Laws or the rules of said Club.

Section 15. Acceptance of membership in this Club constitutes a covenant and condition on the part of each and every member to conform to and abide by these By-Laws and all amendments and changes thereto in every respect and rules and regulations now or hereafter adopted or put into effect by the Board of Directors.

Section 16. The Club shall have and is hereby given a first and preferred lien upon all memberships and the interest therein of every member for any and all indebtedness, dues, fines, penalties, assessments, obligations and demands whatsoever which the Corporation may have against the member owing the same. This includes any and all obligations incurred by the spouse, and other members of the family, and all indebtedness of visitors registered by the member. In the event of the non-payment of such obligations, at the time prescribed by these By-Laws or by the Board of Directors, the Corporation shall have and is hereby given the right and power to foreclose said first preferred lien by canceling and transferring said Certificate of Membership as herein provided, and applying the proceeds upon such obligation.

Section 17. Single Member-single members is defined as the owner of a Full, Young, Intermediate, Junior “A” or Junior “B” Equity Membership, which member is unmarried, divorced, a widow, or a widower. Each single member shall have the right to designate a significant other, who is not a member of his or her family, as such member’s designee. The single member must annually sign a written statement, in a form approved by the board, that he or she designates that particular person as his or her significant-other and accepts financial responsibility for the activities and charges of said designee. A designee must be at least twenty-one (21) years of age. A single member may change his or her designee once a year. The designee’s rights do not, under any circumstances, extend to the members of the designee’s own family.

Single members are prohibited from manipulating the provision of this section for the purpose of aiding another person in avoiding the purchase of a membership, or in order to share the cost of a membership with another person. The Board reserves the right to cancel the designee appointment at anytime.

ARTICLE IV
FEES, DUES AND ASSESSMENTS

Section 1. All membership and transfer fees shall be established and approved by the Board of Directors.

Section 2. All types of memberships as authorized by the Board of Directors shall be subject to dues as fixed by the Board of Directors. All Non-Equity Member dues shall have applicable taxes added.

Section 3. All dues and other indebtedness owing the Club shall be delinquent thirty (30) days after the same are payable, and the delinquent member shall be charged interest at the rate of 18 percent (18%) per annum from that date. If any member is delinquent in their account in excess of ninety (90) days, such delinquent member and the membership may be suspended. However, if within thirty (30) days of the suspension, the delinquent account is paid in full, the said member and the membership shall be reinstated. If the delinquent member shall not effect reinstatement as aforesaid the member may cease to be a member of the Club and the membership may be forfeited and canceled at the discretion of the Board. Young Member dues shall be converted to full Equity Member dues if the Young Member account becomes delinquent in excess of ninety (90) days, furthermore Young Equity Members are subject to all of the same rules, regulations, penalties and liabilities that apply to regular Equity Members. Club management shall post in a conspicuous place in the Club a list of those members whose accounts are delinquent in excess of ninety (90) days.

Section 4. The Board of Directors shall have the power to levy assessments against all Equity and Non-Equity Members except Corporate Social Members. These may be levied at such times and in such amounts as it may deem appropriate or necessary to pay and discharge any and all indebtedness of the Club, or to provide funds necessary or requisite to the proper financing of the Club, or to improve, preserve and protect its property and property rights and for any and all other purposes and objects authorized by the Articles of Incorporation and these By-Laws. Such assessments may be vacated only by a vote constituting 51 percent (51%) of the total Equity Members either at the Annual Meeting or any Special Meeting called for that purpose.

Section 5. The Asset Protection Fund will be used exclusively for present and future capital improvements or the amortization of the debt used to finance such capital improvements. By definition, “a Capital Asset is a long-term asset that is not purchased or sold in the normal course of business. Generally, it includes fixed assets, e.g., land, buildings, furniture and large equipment.” The fund will be deposited in a separate and dedicated bank account. The use of this fund may be changed only by a vote constituting two-thirds (66.6%) majority of the Equity Members. Any change to Article IV, Section 5 must be constituted by a vote of two-thirds (66.6%) majority of the Equity Members.

ARTICLE V
MEETINGS
Section 1. Special Meetings of the Equity Members may be called by the President or the Board of Directors at any time, and the Board of Directors must call a Special Meeting whenever requested so to do, in writing, over the signatures of one hundred fifty (150) members. Notices of the time, place and purpose of any such Special Meeting shall be given in writing at the direction of the Secretary or other officers, by deposit in the post office at Ogden, Utah with postage prepaid, at least fifteen days prior to the date of such meeting, addressed to the members.

Section 2. Seventy-five (75) Equity Members present at any membership meeting of the Club shall constitute a quorum for the transaction of business thereof. Less than a quorum may adjourn as desired until a quorum shall be present.

Section 3. Any Equity Member of the Club in good standing may be represented at any membership meeting of the Club by any Equity Member of the Club in good standing, upon the execution of a written proxy to that effect, duly signed by the absent member and filed with the Secretary or their designee on or before the day or at the time of the holding of such meeting. All acts performed under such power shall be held to be the personal acts of the maker of such proxy.

ARTICLE VI

BOARD OF DIRECTORS

Section 1. The corporate powers, business, property and affairs of the Club shall be exercised, conducted and controlled by its Board of Directors who shall be elected by and from the Equity Members of this Club at the Annual Meeting of the Club held as prescribed by the Articles of Incorporation. The number of Directors may be changed as provided in the Articles of Incorporation, Article III.

Section 2. At the regular Director’s Meeting held in November each year, the Directors will elect from their membership such officers as are prescribed by the Articles of Incorporation. Such officers shall enter upon their duties at such time as the Articles prescribe.

Section 3. The election of Directors each year shall be as prescribed in the Articles of Incorporation.

Section 4. At the October board meeting, the Board of Directors shall appoint from the regular Equity Members of the Club, a Nominating Committee of five (5), two (2) of whom shall be from the existing Board of Directors, one (1) of the two (2) shall be the Past President.  In the case of a vacancy, the chair will appoint one of the existing committee members.  They shall prepare and prior to the December Board Meeting, submit to the Secretary a list of twice the number of Directors to be elected at the Annual Meeting.  Printed lists of all candidates submitted by the Nominating Committee, arranged alphabetically, shall be prepared by the Secretary or their designee, and one copy shall be enclosed with the notice of the Annual Meeting which shall be mailed or delivered to each Equity Member at least five days prior to the annual meeting. The notice shall be kept posted until after the election is completed. Further nominations may be made from the floor at the Annual Meeting. Voting for Directors shall be by ballot. Ballots shall be mailed to all Equity Members fourteen (14) days prior to the Annual Meeting, whereupon they may be cast by one of three methods: 1) brought by the member to the Annual Meeting and voted at same; 2) signed over to proxy to be voted at the Annual Meeting; or 3) voted and mailed to the Club Secretary, post marked so as to be received not later than the date of the Annual Meeting. The ballots shall be counted by three (3) judges appointed by the President for that purpose, none of whom shall be a member of the Board of Directors or a nominee. Only Equity Members in good standing shall have the right to vote.

Section 5. If a vacancy shall occur in any of the officers, such vacancy shall be filled by the Board of Directors by the election of one of its own number. In the event of a vacancy occurring in the Board of Directors other than an officer, the Board shall appoint the nominee from the previous election who received the most votes but was not elected to fill such vacancy for the unexpired term.

Section 6. Any Director may be removed from office by the affirmative vote of two-thirds of the Directors at any meeting of the Board.

Section 7. The Board of Directors shall hold its meetings at such time and place as in its judgment is necessary in the discharge of its duties. A quorum of the Board of Directors is required to conduct the business of the Club. A quorum shall consist of two-thirds (2/3) of the total body elected to the Board. Any Director who misses more than three (3) board meetings in a running twelve (12) month period shall be removed from the Board. The Board, in its discretion and for good cause shown, may re-install any Director so removed.

Section 8. The President, with the approval of the Board of Directors, may create such committees as in his or her judgment may be necessary in properly conducting the affairs of the Club. Committees may include but are not limited to Rules Committee, Finance Committee and Membership Committee. Each of these committees may be composed of one (1) or more members.

Section 9. The Board of Directors shall have the power to sell, trade, exchange or otherwise dispose of any and all of the property of the Corporation, both real and personal, and shall have the power to pledge, mortgage or otherwise hypothecate any or all of the property of the Club. They shall have the power to incur indebtedness or borrow money and, as security for the repayment, mortgage or otherwise hypothecate such notes, bonds or other property of the Corporation.

Section 10. The Board of Directors, by the affirmative vote of two-thirds (2/3) of its members, may expel, suspend, reprimand and/or fine any member for reason which in its opinion is in the best interest of the Club and/or its members. The Board shall inform a member in writing against whom it is considering taking disciplinary actions. The Board shall refer the matter to the Rules Committee for its consideration and may accept, reject or modify the recommendation of the Rules Committee. The member concerned shall be entitled to a hearing before the Board of Directors on a date and at such time as the Board may direct. The decision of the Board shall be binding and conclusive and shall be recorded in the minutes. The Board shall inform the member in writing of their decision and actions.

Section 11. The Board of Directors shall have the power to hire and remove senior employees of the Club, and prescribe such duties for them as the Board may determine and fix their compensation.

Section 12. Any officer, director or senior employee of Ogden Golf and Country Club who is, or who has a close relative who is, an officer, director, agent, employee, owner of a substantial interest in, or who will benefit from, any business entity which anticipates doing business with the Club shall publicly disclose to the Board of Directors immediately prior to any discussion by the Board of matters relating to such business entity the nature of his/her interest in that business entity.

Any officer, director or senior employee who fails to make a report when required to do so by this section may be dismissed from their position or disciplined in such other way as the Board may determine is appropriate.

For the purpose of this section, the following definitions apply:

a) a “close relative” is defined as a spouse, son, daughter, spouse of a son or daughter, grandson, granddaughter, spouse of a grandson or granddaughter, niece, nephew, spouse of a niece or nephew, father, mother, grandfather, grandmother, mother-in-law, father-in-law, brother, brother-in-law, sister, sister-in-law, first cousin or spouse of a first cousin.

b) a “senior employee” is defined as the General Manager, the Director of Golf and the Grounds Superintendent.

Section 13. The Ogden Golf and Country Club shall indemnify its officers, directors and employees against all expenses incurred or for which they become liable as a result of their service to the Club as officers, directors, and employees, to the fullest extent permitted by law, including the payment of the deductible portion of the Officer and Directors Liability Coverage. The Club shall pay for or reimburse an officer, director, or employee the reasonable expenses incurred by the officer, director, or employee, who is a party in a proceeding in advance of the final disposition of the proceeding if:

a) the officer, director, or employee furnishes the Club a written affirmation of his/her good faith belief that:

1) his/her conduct was in good faith; and

2) he/she reasonably believed that his/her conduct was in, or not opposed to the Club’s best interest; and

3) in the case of any criminal proceeding, he/she had no reasonable cause to believe his/her conduct was unlawful.

b) the officer, director, or employee, furnishes to the Club a written undertaking executed personally or on his/her behalf, to repay the advance if it is ultimately determined that he/she did not meet the standards of conduct set forth in a) 1) through a) 3) above; and

c) a determination is made that the facts known to the Board of Directors would not preclude indemnification.

The undertaking required by b) above, must be an unlimited general obligation of the officers, directors, or employees, but need not be secured and may be accepted without reference to financial ability to make repayment.

Determination and authorization of advance payment shall be made in the manor specified in Section 16-10a-906, Utah Code Annotated (1953) or its successor section.

ARTICLE VII

DUTIES OF OFFICERS

Section 1. It shall be the duty of the President to preside at all meetings of the Club and of the Directors, to see that these By-Laws and such rules and regulations as may be adopted by the Directors are enforced, to call such meetings as are herein provided for, to have a general supervision over the affairs of the Club, and to make a report at the Annual Meeting of the accounts and general concerns of the Club. The President shall be an ex-officio member of all committees and shall have the right to vote on all issues coming before the Board of Directors.
Section 2. In the absence of the President, the Vice President shall preside at all meetings of the Club and of the Board of Directors, and otherwise perform the duties of the President. If both President and Vice President shall be absent from any of said meetings, the Secretary shall call the meeting to order, and a temporary Chairman shall be elected.

Section 3. The Secretary shall keep or cause to be kept a record of the proceedings of the Club and of the Board of Directors. The Secretary will oversee the general correspondence of the Club and ensure all notices required by these By-Laws are posted and/or mailed.

Section 4. The Treasurer shall oversee the financial activity of the Club and report to the Board of Directors monthly the financial condition of the Club. The Treasurer shall review the bank account and related schedules of cash outlays and receipts monthly and perform such other duties as the Board of Directors may require.

Section 5. The President or Vice President and Secretary shall sign all contracts, bonds and other instruments, which shall have been first approved by the Board of Directors. Checks written on behalf of the Corporation shall require two (2) signatures by such officers or employees of the Club as the Board may designate.

ARTICLE VIII

AMENDMENTS

Section 1. These By-Laws, along with the Rules and Regulations, may be changed at any time by the Board of Directors. Any such changes shall take precedence over this printed copy.

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