BY-LAWS

ARTICLE I
Name and Purpose

The name of this Club shall be The Club. The Club and all its assets are owned by Legends In Our Own Minds, a limited liability company (hereinafter referred to as the "Owner"). Operation and management of the Club shall be accomplished by a professional management company (hereinafter referred to as the "Manager") to be retained by the Owner. The Manager shall have the authority and responsibility to operate the Club on a day-to-day basis in accordance with the Bylaws. Members shall be entitled to the use of the Club's facilities and receive other Club benefits but shall have no vested ownership interest therein.

 

ARTICLE II
Membership

SECTION 1: Application for Membership

(a) All applications for membership shall be made on the requisite form prescribed by the Manager. Each application shall include the name of the applicant, address, family and business information, and such other relevant information deemed appropriate by the Owner.

(b) Members wishing to change membership from one category to another may do so if a vacancy exists and upon supplemental application. The Manager has the authority to accommodate the change of one membership category to another at the request of a Member, and to require payment of a transfer fee part and parcel to the supplemental application.

SECTION 2: Classes and Privileges

(a) The Manager, subject to prior approval by the Owner and provided that no privileges of a then current Member within a class of members are discriminatorily adversely affected, shall have full power to establish, change or terminate the various categories of membership; determine the number of Members in each category, and dues to be paid by Members in each category; the terms of admission, privileges and facilities to be extended. Such power and authority is vested solely in the Manager and Owner, and any representations concerning the subject matter of this paragraph by any other person or entity shall not have any effect and should not be relied upon.
(b) The following classes of membership are available:
I. Full Membership. Full Members shall be entitled to all the privileges of the Club, including Golf, Hunting, Fishing and other events.
II. Corporate Membership shall be available in the Full, Social and Non-Resident Membership categories, and designees shall be entitled to the privileges accruing to each category. Corporate Memberships shall conform to the guidelines in Section 3 of Article II.
(c) Privileges of membership shall be exercisable by the Member and Member's spouse and unmarried children under the age of eighteen ( 18) and dependent children eighteen ( 18) or older who are full-time students.
(d) Each Member shall receive a Certificate of Membership or other evidence of a right of membership as the Manager may establish.

SECTION 3: Corporate Memberships

Corporate Memberships shall be available in the Golfing, Hunting, Fishing and other categories. Each corporate membership shall be entitled to all privileges accruing to the membership category. Corporate Memberships shall be issued in the name of the corporation or firm owning the membership and the rights and privileges thereunder are the property of the corporation or the firm. All rights and privileges of a Corporate Member shall be assigned to a directors, senior officers, and executive of the corporation or firm. Such person(s) as shall be designated for use of rights and privileges of the Corporate Memberships shall be subject to the approval of the Manager. Each corporate membership shall be assigned to one designee. Designees may be changed upon written notification to the Manager of such change by the Corporate Member .

SECTION 4: Dues and Assessments

Each Member, whether individual or corporate, shall pay annually, in advance, the requisite dues applicable to his membership. There shall be no assessments of any kind or character ever levied against the membership, and any increase in dues of over twenty percent (20% ) in any calendar year must be approved by a majority of thevoting Members of the Club.

SECTION 5. Transfer of Membership

Membership in the Club shall be non-transferable.

SECTION 6: Membership Meetings

(a) Annual Meetings. The first annual meeting of the membership of the Club shall be held on or before December 31, 2001. An annual meeting of the membership of the Club shall be noticed and held each year thereafter, on a day determined by the Manager.
(b) Special Meetings. Special meetings of the Club membership may be noticed and held at any time by the Manager.
(c) Notice. A notice of any annual or special meeting to be held shall be posted on the Web Site for the Members ten ( 10) days prior to the time of such meeting and shall set forth the time, place and general purpose thereof.
(d) Quorum. Fifty (50) Members shall constitute a quorum of any meeting of Club Members.

SECTION 7: Termination of membership

Termination of membership shall result in loss of the right to use the Club facilities and Web site. Termination itself shall produce no penalty or cost to the Member not existing at the date of termination.
(a) Resignation. Any Member desiring to resign from the Club may do so upon thirty (30) days written notice and full payment of all dues and charges remaining unpaid as of such date. Upon such resignation, the Member's obligation for payment of dues shall cease.
(b) Death. In the event of a Member's death, the surviving spouse, if one, shall thereupon automatically succeed to all rights and privileges of such membership without payment of any charge or other fee by reason of such succession. Otherwise, the membership may be treated as part of the deceased Member's estate.
(c) Expulsion. Any Member who, in the sole judgement of the Manager, (a) is delinquent in the payment of his Club account, or (b) is guilty of any violation of the Bylaws or rules of the Club, or (c) engages in conduct which tends to be against the best interest of the reasonable and fair operation of the Club, may be expelled from the Club by an affirmative act of the Manager.

 

ARTICLE III
Board of Governors

SECTION 1: Founding Board of Governors

In the development stages of the Club, the Owner shall select a group of people to serve as a Founding Board of Governors. This group shall have all rights and privileges of their member class after the Club has opened, and shall advise and counsel the Owner on membership development. This group will serve until the Board of Governors can be elected in the manner described in this section.

SECTION 2: Number

On an annual date determined by the Manager and approved by the Owner, the Members of the Club shall elect from their number a Board of Governors for the Club composed of not more than twelve ( 12) Members.

SECTION 3: Duties of the Board of Governors

The Board of Governors shall only advise and counsel with the Manager on any and all items relating to the conduct of Club affairs, including but not limited to the following areas:
(a) Membership admission policies;
(b) Design and functional arrangement of facilities and events;
(c) Advise policies, rules and other requirements for the State and National Legends In Our Own Minds® Tournament;
(d) House rules and regulations, guest policies and normal operating hours of the Club; and
(e) All policies relative to questions of conduct, expulsion of Members, mode of dress, etc.

SECTION 4: Election

Any Member in good standing may be elected to the Board of Governors. At the annual meeting each Member seeking election to the Board of Governors must be nominated from the general membership present at that meeting. The nomination shall be seconded placing the Member's name on ballot for election. Write-in candidates are eligible once nominated and seconded by the membership. Only those Members present at the meeting may vote with one vote per membership. Each ballot must have one vote cast for the available positions on the Board of Governors. Only one ballot will be given to each membership, No votes may be cast after the designated time for removal of the ballot box.

SECTION 5: Term of Governors

Upon the initial election of the Board of Governors, the one-third of those elected which receive the highest number of votes shall serve for a term of three (3) years, the one-third receiving the second highest number of votes shall serve for a term of two (2) years, and the one-third receiving the lowest number of votes shall serve for a term of one (1) year. Thereafter, each Member of the Board of Governors shall serve as such for a term of three (3) years. One-third of the Governors shall be elected each year by the Members of the Club at the rotation of Board members; a Governor who has served two successive three (3) year terms shall be ineligible for re-nomination and re-election until after the lapse of one (I) year from his time of retirement.

SECTION 6. Vacancies on the Board of Governors

Vacancies occurring on the Board of Governors due to death, resignation or other reasons shall be filled by appointment by the Board of Governors until the next annual election.

SECTION 7. Chairman of the Board of Governors

The Board of Governors shall select a Chairman by a majority vote of its Members.

SECTION 8: Committees

The Chairman of the Board of Governors may from time-to-time establish such committees composed of members of the Board of Governors as he may deem reasonable to serve the best interest of the Club. Other Members of the Club, in addition to members of the Board, may also be appointed to such committees. The function, tenure, number of committee members, etc., shall be at the discretion of the Chairman of the Board of Governors.
An Election Committee shall be appointed each year by the Chairman of the Board of Governors comprising two (2) members of the Board of Governors who will serve as co-chairpersons. Other members of the Election Committee may be selected from the general memberships.
It will be the responsibility of the Election Committee to nominate candidates for election to the Board of Governors and to manage the election procedure.

 

ARTICLE IV
General

SECTION 1: Rules and Regulations

The operation of the Club and the management of Club property shall be vested in every respect of the Manager acting through its officers, directors, and appointed staff pursuant to authority to be granted by the Owner. The Manager is authorized and empowered to adopt, promulgate, and enforce rules and regulations governing the use of the Club and other Club facilities and every Member is subject thereto and shall abide thereby.

SECTION 2: Payment of Dues and Charges

All dues and charges billed to Members are due and payable in Austin, Texas. Each Member shall pay his Club account promptly on receipt of the Club statement, which is to be mailed monthly no later than the fifth day of each month. A Member's account unpaid on the 25th of the month in which statement received is considered past due and a service charge equal to 1.5% of the past-due amount shall be assessed to the Member's next statement. When the dues or any other indebtedness of any Member of the Club shall remain unpaid for a period of thirty (30) days from the due date, notice thereof may be posted in the Club Web Site, and the Member shall be immediately notified by certified mail of such posting, and membership privileges in the Club for the Member and his family shall be suspended. IF PAYMENT IS NOT RECEIVED WITHIN TEN (10) DAYS AFTER SUSPENSION, THE PERTINENT FACTS SHALL BE CONSIDERED BY THE MANAGER AND APPROPRIATE ACTION WILL BE TAKEN BY THE MANAGER, WHICH MAY INCLUDE EXPULSION.

SECTION 3: Liability Waiver

Any use of facilities at The Club is done at the risk of the member or his guest, and the Club is not liable for personal injury, theft or loss of personal property.

SECTION 4: Amendment of Bylaws

With the exception of Section 5, of Article II, these Bylaws may be amended at any time by the management, subject to approval by the owner. Regarding amendments to Section 5, Article 11, proposed by the Owner, the same must be approved by the affirmative vote of a majority of the Members of the Club at an official meeting of the membership.

Effective, as amended, this 5th day of May, 2001.