2014 AFC By-laws Proposed Update

Proposal 3: Formats and Processes Arlington Forest Club, Inc. By-laws as amended to December 16, 2014November 6, 2005 • • • • • • • • • • • • •

Article I: Name Article II: PurposeObject Article III: Government Article IV: Officers Article V: Ex Officio Board Members Article VI: Committees Article VII: Memberships Article VIII: OperatingMembership Fees Article VIIIX: Membership Meetings Article IX: Meetings and Duties of Directors Article X: Property and Finances Article XI: General Article XII: Long Range Plan

Article I: Name The name of the Corporation shall be Arlington Forest Club, Inc.

Article II: PurposeObject The purpose for which this Corporation is formed is to promote the health and general welfare of its members; and in pursuance thereof to construct, own, and operate a swimming pool and other recreational facilities, together with such incidental objects as are appropriate in the conduct of its activities, in the County of Arlington and the State of Virginia, for the exclusive use of its members. The Arlington Forest Club is open to all people regardless of race, sexual orientation, color, religion, sex, age, national origin, disabilityhandicap or political affiliation.

Article III: Government Section 1: Board of Directors The Corporation shall be managed by the Board of Directors, sixteen in number, including the Officers, who shall be Directors. The Officers shall be elected for a one year term. Directorships, other than Officer Directorships, shall be for a two-year term. Six of the Directorships will be designated even-year Directorships, and six will be designated odd-year Directorships. No less than six Directors will be elected each year. The Directors and Officers shall be elected from the active certificate holdersmembership. In addition, the Immediate Past President, the General Manager, the Membership Manager, and the Snack Bar Manager shall serve as an ex officio voting members of the Board of Directors. Reappointment of the General Manager, the Membership Manager and the Snack Bar Manager, the Membership Manager and the General Manager will not be limited in duration but must be approved annually by a majority vote of the Board of Directors. at the November Board meeting, or a subsequent meeting.

Section 2: Board Elections

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2014 AFC By-laws Proposed Update The Directors shall be elected by a majority of the members present at the fall meeting of the members, or in an election appropriately announced by the Board of Directors. In voting for the Directors, each active membership certificate membership may cast one vote for each seat to be filled. The Directors so elected shall assume office at the close of the meeting at which they are elected.

Section 35: Board Limitations of Service Limitations on Service: If duly elected or reelected, a member may serve as an officer or director, in any combination for a maximum of four consecutive years. The member may serve again after a one year waiting period. Nominating cCommittees may nominate candidates in violation of four consecutive year limitation, as long as each nomination in violation is approved by a majority vote of the Board of Directors, and members' ballots include a statement to that effect, showing how many consecutive years the nominee has served.

Section 41: Board Meetings Regular meetings of the Board shall be held monthly during April, May, June, July, August, and September, and at least bi-monthly during the remainder of the year. Special meetings may be called by the President, or any two Directors, by giving three days written notice, under procedures prescribed by the Board of Directors to each Director. Meetings shall be held at reasonable times and places, and aA majority of the Directors shall constitute a quorum.

Section 53: Board Attendance If a Director fails to attend regular meetings of the Board of Directors for three consecutive meetings or fails to perform any of the duties assigned to the him as a Director, the Director’shis office may be declared vacant by the Board of Directors, and the vacancy filled as herein provided.

Section 610: Director/Officer Removal Any Director or Officer of the Corporation may be removed from office by the affirmative vote of a majority of the members present at a special meeting called for the purpose, but only after an opportunity has been given for said person to be heard.

Section 74: Board Vacancies When a vacancy occurs on the Board of Directors, such vacancy may be filled by the remaining Directors. The Director thus selected shall fill the unexpired term.

Section 84: Board Duties The duties of the Board of Directors shall be to control and manage the business of the Club. Their authority shall extend to, but not be limited to, such actions as: (a) Publishing and enforcing reasonable house rules for the use of the Club facilities. (b) Establishing annual operating fees, including non-use fees. (c) Adopting reasonable rules concerning the admission of guests and the charges, if any, to be levied upon members who invite such guests. (d) Accepting or rejecting proposed members by secret ballot.

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2014 AFC By-laws Proposed Update (e) Determining the opening and closing dates and the hours within which the Club's facilities may be used. (f) Hiring and terminating the services of any persons or agencies employed by the Club. (g) Establishing a fair value of memberships, such value to be used only for the purposes specified herein. (h) Preparing and submitting to the members a financial report not later than five days prior toat the Fall Membershipannual meeting. (i) Authorizing the incurring of obligations and payment of such obligations, including for repairs, maintenance, and capital improvements. No capital improvement may be authorized to the extent that is exceeds $10,000725,000,500, without the prior authorization of thea membership meeting; however, payment of obligations incurred for the purpose of repairs and maintenance may be authorized without regard to the above limitations. (j) Naming an Audit Financial Review Committee or otherwise providing for competent audit review of the Club's books and records at least annually annually. (k) Determining reasonable rates of depreciation and adopting a reasonable plan for replacement of depreciable assets. (l) Electing officers to fill vacancies until the next annual meeting of members. (m) Issuing rentaltemporary (one season) memberships under terms and conditions established by the Board of Directors.

Section 93: Designation of Duties When any Officer is absent or otherwise unable to perform the duties of the office, the Board of Directors may, by resolution, designate another member of the Board of Directors to act temporarily in his or her steadplace.

Section 106: Board Compensation (a) Officers and Directors shall receive not more than 20 complimentary guest passes authorizing not more than 20 guest visits during their year of serviceper season and may be reimbursed for reasonable out-of-pocket expenses made on behalf of the Club; and except for the Treasurer, General Manager, Membership Manager and Snack Bar Manager, shall not otherwise be compensated. (b) The Treasurer, General Manager, Membership Manager, and Snack Bar Manager shall be compensated at a rate, and on terms, to be determined by the Board of Directors, with payment quarterly upon completion of services. (c) The Treasurer, and/or a certified public accountant nominated by the Treasurer and approved by the Board of Directors, shall be compensated at a rate to be determined by the Board of Directors, payable quarterly upon completion of the accounting and bookkeeping functions specified in Section 4 above. (d) An assistant for the Treasurer, General Manager, Membership Manager and/or The Snack Bar Manager may be appointed, if needed, by the Board of Directors and shall be compensated at a rate and termsto be determined by the Board of Directors, with payment monthly from May through September.

Section 102: Director/Officer Removal Any Director or Officer of the Corporation may be removed from office by the affirmative vote of a majority of the members present at a special meeting called for the purpose, but only after an opportunity has been given for said person to be heard.

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2014 AFC By-laws Proposed Update Article IV: OfficersOfficer Positions and Duties Section 1: Positions The Officers of the Corporation shall be a President, a Vice President, a Treasurer, and a Secretary, all of whom shall be elected and assume office as provided in Article III, Section 2.

Section 2: President The President shall preside over all meetings of the Directors and members. The PresidentHe shall perform such other duties as customarily pertain to the office of President, or as he may be directed to perform by resolution of the Board of Directors.

Section 3: Vice President The Vice President shall have and exercise all the powers, authorities and duties of the President during the absence of the latter, or in the President’shis inability to act. In addition, the Vice President shall perform such duties as may be assigned to him by the Board of Directors.

Section 4: Treasurer The Treasurer shall have custody of all funds, securities, fiscal papers, and other intangible assets of the Corporation. The TreasurerHe shall collect the revenues of the Corporation and pay its bills as authorized by the Board of Directors. The TreasurerHe shall provide and maintain full and complete records of all the assets and liabilities of the Corporation and. He will prepare and submit at each membershipregular meeting, and regularly to of the Board of Directors, a financial statement of the condition of the Corporation as of the last day of the preceding month. The TreasurerHe shall prepare, or cause to be prepared, such tax reports as local, state, and federal agencies may require.

Section 5: Secretary The Secretary shall maintain accurate lists of Directors and Officers. The SecretaryS/He shall also keep minutes of membership' and Board of Ddirectors' meetings and ensure allshall give required notices of all meetings have been issued. The SecretaryS/He shall have custody of all books, records, and papers, except those in the custody of the Treasurer and the Membership Manager. Additionally, the Secretary s/he is responsible for the coordination and, publication and distribution of the club Newsletter and activity calendar, as well as the preparation and timely distribution of minutes and agendas.

Section 76: Vacancies The Board of Directors in accordance with Article III, Sections 3 and 4 shall fill vacancies among the Officers.

Article V: Ex Officio Board Members Section 101: Immediate Past President

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2014 AFC By-laws Proposed Update The Immediate Past President shall serve as an ex officio member of the Board of Directors. The Immediate Past President shall provide guidance to the President and perform such duties as may be assigned to him/her by the President.

Section 92: General Manager The General Manager shall serve as an ex officio member of the Board of Directors. The General Manager is responsible for the Club's physical facility. The General Manager shallS/he arranges for the pool Management Company with approval of the Board of Directors, and provides day-to-day direction to theat company. The General ManagerS/he is responsible for facility maintenance, repairs, and security, for obtaining operating supplies and utilities. The General ManagerS/he is responsible for contracting for improvements to the facility as authorized by the Board of Directors. The General Manager shall be compensated at a rate to be determined by the Board of Directors, payable quarterly.

Section 113: Membership Manager The Membership Manager shall serve as an ex officio member of the Bboard of Directors. The Membership Manager shall maintain accurate lists of members and prospective members, and. S/he is responsible for maintaining all membership records and creation of all lists, stickers and files required to administer club admission. The Membership ManagerS/he is responsible for preparation and submission of the annual membership dues bill and is responsible for the collection of all dues and fees to include late fees, tennis key fees, membership rental fees, and any other fees authorized from time to time by as required by the Board of Directors. The Membership ManagerS/he is additionally responsible for the maintenance of the club membership wait list and the sale, transfer and rental of club memberships in accordance with the By-lawsArticle VI and collection of all associated monies. Additionally, the Membership Manager is responsible for the sale of guest passes and will collect and record all funds associated with their sale. Upon non-payment of membership financial commitments, the Membership Manager s/he is responsible for forfeiture of such memberships after adequate notification as described within these By-lLaws.

Section 84: Snack Bar Manager The Snack Bar Manager shall serve as an ex officio member of the Board of Directors. The Snack Bar Manager shall annually prepare the snack bar budget for the Board of Directors. In cooperation with the Management Company, as necessary, the Manager shall hire such snack bar employees as are needed. The Snack Bar ManagerS/He shall collect and securedeposit snack bar revenues daily, making timely deposits of such revenues, and shall coordinate with the Treasurer to meet all snack bar financial obligations. S/He shall serve as the coordinator of paper good/supply purchasing for events sponsored by teams and/or special events during the pool season. The Snack Bar Manager shall prepare a financial report to the Board of Directors at the close of each season.

Article VI: Committees Section 1: Appointment The Board of Directors shall appoint such standing and special committees as may be deemed necessary.

Section 2: Authorities

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2014 AFC By-laws Proposed Update All committees shall be under the supervision of the President, subject to the authority delegated by the Board of Directors.

Article VII: Membership Section 1: Eligibility Eligibility to become a member of theis Arlington Forest Club is limited to individuals who reside in a single residence who have made written application, and who have been approved as per Article VI, sections 1 through 8, by the Board of Directors. It shall also include in the membership any unmarried dependents living at the same address as the named member(s), and the parent or parents of either named member(s) living at the same address. For the purpose of this section, "single residence" includes a single family dwelling, detached or semi-detached, a townhouse, a cooperative, a condominium or an apartment. Whether an individual qualifies as a “dependent” within the meaning of the By-laws will be determined by the Board of Directors. Priority shall be given to applications from residents of the Arlington Forest Community, Barcroft, Glen Carlyn, and Bon Air neighborhoods, and other area within the area circumscribed in a clockwise manner by the following boundaries: North Tazewell Street, North Carlyn Springs Road, North Park Drive, George Mason Drive, Columbia Pike, north on the Arlington-Fairfax line to Wilson Boulevard and then east on Wilson Boulevard to the former Old Dominion track right of way; then north on Patrick Henry to Washington Boulevard; east on Washington Boulevard to Glebe Road; then south on Glebe Road to Wilson Boulevard and North Tazewell Street. Ceasing to reside in a single residence or Mmoving from the priority area does not cause a member to become ineligible to retain membership. If certificate holders divorce, the certificate holders must advise the club which certificate holder will retain the membership. The certificate holder that does not retain the membership may join the waitlist and will be placed at the top of the waitlist

Section 2: Number of Membership Certificates The total number of membership certificatesmembers in this corporationorganization shall be limited to 675 memberships. Such memberships shall cover only those individuals residing within the residence of record, consistent with Section 1 above.

Section 3: Application Each application for subsequent membership must be made under procedures established by the Board of Directors; in writing, must be endorsed by a member;, and must be accompanied by an application fee in such amount as the Board of Directors shall determine, and must be presented to the Membership Manager of the organization for action as herein provided.

Section 4: Admission The Board of Directors reserves the right to deny admission into the AFC membership to a prospective member. An applicant shall not be admitted to membership except by the affirmative vote of a majority of the Directors.

Section 5: Transfer

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2014 AFC By-laws Proposed Update Memberships shall be transferable, provided that such dues and assessments on such memberships have been paid to the date of transfer, and that the proposed transferee meets all requirements of membership set forth herein above and is acceptable to the Board of Directors. Proposed transferee must be endorsed by a member other than transferor. A request to transfer membership must be filed with the Membership Manager. Rejection of such transfer by the Board of Directors will necessitate the purchase of said membership by the organization corporation at the current sale price or the book value of the membership, whichever is lower.

Section 6 Before issuing new memberships, the Board of Directors shall give priority to memberships offered for transfer by certificate holders at the current sale price.

Section 67: Temporary TransferRental Memberships Full or partial season rental memberships may be offered by the Club, as authorized by the Board of Directors. Certificate hHolders may offer the use of their memberships for rentalThe privileges of membership, except voting rights, may be temporarily transferred as provided in Sections 7 and 8, below; and such transfer is to be for the period of time which the swimming pool is open for use by its members; provided that all dues and assessments are current. The cCertificate hHolder retains the voting rights associated with the membership., and such transferee meets all the requirements and is acceptable to the Board of Directors; and provided further that Tthe member may not exercise any other privileges of membership except voting during the period rental period is in effect. All memberships must be rented through the Club Membership Manager. (a) A fee shall be charged for the privilege of renting, above in addition to the payment of the annual dues set by the Board of Directors. (b) The member shall be responsible for the annual dues and any assessments if no renter is obtained and/or approved. The member shall be responsible for any certificate fee increases and assessments

Section 78: Temporary Relocation Rentals Members leaving the area who move out of their primary residence, for a period of nine months or more, for the purposes of living in or working in an area outside Northern Virginia, may temporarily transfer their membership to a tenant residing in their primary residence. If a tenant is not available, or does not wish to rent the membership, then the Membership Manager shall attempt to rent the membership to an applicant on the wait listfrom applicants, in order received, on the waiting list. If a tenant moves during the transfer period, the privilege to use the facilities shall revert to the member unless they authorizes, and the Board of Directors approves, continued use of the facilities by the tenant's successor in the house for the remainder of the transfer period. Members renting their membership under this section for more than one year must renew their rental request annually with the Membership Manager, as prescribed by the Board of Directorsin writing.

Section 89: One-Time, In-Area Rental Members who continue to reside in their primary residence, but who wish to rent their membership for a particular year, may make a written request, as described by to the Board of Directors for the Membership Manager to do so for that year, but for that year only. The Membership Manager shall attempt to rent the membership to an applicant on the wait list. Rental of a membership under this section is ordinarily allowed only once during the life of the membership. If special circumstances exist, the requesting members may appeal to the Board of Directors, under procedures prescribed by the Board of Directors, in writing for consideration.

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2014 AFC By-laws Proposed Update Section 910: Sale of Membership The sSeller of a membership shall pay to the Corporation a transfer fee in such amount as the Board of Directors shall determine at the time said membership is offered for sale.

Section 101: - Certificates of Membership Certificates of membership shall be in a form adopted by the Board of Directors and shall be signed by the President or the Vvice-Ppresident and the Membership ManagerSecretary. All certificates shall be consecutively numbered and shall bear the name and address of the family holding the membership presented thereby. The Certificate of membership shall entitle the holders of such membership, and the members of their householdconsisting of all the members of one family residing at the same address, to the use of the swimming pool and associated facilities; provided theat dues and assessments on such membership have been paid, until membership is suspended, terminated, or transferred as provided herein.

Section 112: - Voting Power and Property Rights The voting power and property rights and interest of all certificate membershipsmembers shall be equal. Each certificate membership (householdfamily) shall be entitled to one vote on any and all questions coming before the members. Votes of the membership may occuroccur under procedures prescribed by the Board of Directors. at properly advertised membership meetings, by mail, or by electronic communications, at the discretion of the Bboard of Ddirectors. For any membership vote (to include inperson, mail, electronic, or other), nineteen memberships shall constitute a quorum. Voting by proxy is prohibited. For on-line, electronic, or other voting, notice of the vote shall take place not less than 30 days prior to the close of voting and the voting window shall be held open for at least 21 days. Memberships may be able to vote multiple times; however only the last vote cast will be counted.

Section 124: - Expulsion of Members Any member may be expelled as a member of this organizationcorporation for acts and conduct prejudicial to the best interests of the organizationcorporation and its members. Any member may be removed from membership by a majority vote of members present at any annual meeting or at any special meeting called for the purpose for conduct deemed prejudicial to this Club; provided, that such member shall have first been served with written notice of the accusations against themhim and shall have been given an opportunity to produce witnesses, if any, and to be heard at the meeting at which such vote is taken. When so removed from membership, the former member's certificate shall be canceled. When a membership is so canceled, a new membership shall be issued at the fair value in its stead; and the party whose membership has been so canceled shall be entitled to the proceeds from such issuance after a deduction of an amount as set by the Board of Directors. The determination of the members with respect to expulsion hereunder shall be final.

Section 135: - Repurchase, Retirement, or Release of Memberships The Board of Directors shall have the authority on behalf of the Arlington Forest Club to purchase, receive, or otherwise acquire memberships; and to resell memberships thereby obtained. Memberships shall not be purchased by the Club for more than fair value or sold by the Club for less than fair value. Repurchasing of memberships by the Club shall not cause undue financial burden or jeopardize the financial stability of the Corporation.

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2014 AFC By-laws Proposed Update Section 16 - Temporary Memberships See Article IX - Section 4 (m).

Section 147: - Right of Survivorship The duly appointed or authorized personal representative of the estate of a deceased member may apply to the Club Membership Manager to reissue the membership in the name of the surviving spouse or other heir of the deceased member.

Article VIII: OperatingMembership Fees Section 1: Establishing Operating Fees st

(a) The Board of Directors, prior to May 1 of each year, shall establish operating fees for the ensuing season. Operating fees include both the cash outlays associated with operating the Club and the depreciation associated with the Club’s fixed assets. Operating fees for the use or non-use of the organization's swimming pool and other facilities shall be determined by the Board of Directors and announced to the membership via methods prescribed by the Board of Directors not less than 30 days prior to the deadline for the payment. A detailed operating, maintenance and improvement budget shall be submitted to the membership at the time of the call for the Spring Membership meeting. (ab) Except as provided herein, there shall be no assessments levied against the members. (bc) No fees or part thereof shall be refunded in the event that pool operations or other facilities are required to be suspended for any purpose. (d) All operating fees for use of the Club's facilities shall be due and payable within a time fixed by the Board of Directors but not later than May 15 of each year.

Section 213: - Payment of Operating Fees Operating fees for the use or non-use of the organization's swimming pool and other facilities shall be determined by the Board of Directors and announced to the membership via mail not less than 30 days prior to the deadline for the payment. All operating fees for use of the Club's facilities shall be due and th payable within a time fixed by the Board of Directors but not later than May 15 of each year, unless authorized by the Board of Directors. All members are obliged to pay operating fees, regardless of how often they utilize Club facilities. Any member in default in payment of operating fees shall be ipso facto suspended from all privileges of membership. The Membership Manager shall promptly send notice by certified mail, or other manner authorized by the Board of Directors, to the address of record of each member who is so suspended; it is the responsibility of the member to notify the Membership Manager of temporary and permanent changes of address, or other commonly used methods of contact. If the default is not cured in within a period of sixty days of such notice, the membership of such member shall automatically cease and terminate. When membership has been so terminated, a new membership shall be issued at the current sale price in its stead, and the party whose membership has been terminated shall be entitled to the proceeds from such issuance after a deduction of both a forfeit penalty in an amount set by the Board of Directors and operating fees or other amounts in default at termination of membership.

Article VIIIX: Membership Meetings

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2014 AFC By-laws Proposed Update Section 1: Schedule The Fall Membership meeting of the members shall be held in October or November of each year at such time and place within the membership area as the Board of Directors shall designate. In addition, there shall be a Spring meeting of the members during March or April.

Section 23: Notification At least ten and not more than fifty days before the date of any annual or special meeting of the members, the Secretary shall cause written notice thereof to be delivered or mailed to each member under procedures prescribed by the Board of Directorsat the address appearing for such member on the records of the Corporation. If the business to be transacted at any such meetings includes action on amendment of Articles of Incorporation, amendment of the By-laws, or plan or merger or consolidation or liquidation, such notice shall be provided not less than twenty-five or more than fifty days prior to the meeting. The notice shall in the case of a special meeting, specify the business to be transacted; and, in the case of Bby-laws, shall include a copy of the proposed change.

Section 34: Quorum At any membership meetingvote, nineteen memberships shall constitute a quorum for any in-person voting.

Section 45: Membership List Five days prior to any membership meeting or announcement of a vote, the membership list of the corporation shall be closed, and the list of members eligible to vote shall be made up.

Section 56: Order of Business So far as it applies, the following order of business shall be observed at all membership meetings; (a) Roll call of Officers and Directors (b) Reading, correction, and approval of minutes of previous meeting. (c) Reports of Officers (d) Reports of Committees (e) Election of Officers and Directors (f) Old Business (g) New Business Unless otherwise provided, Robert's Rules of Order shall be followed.

Section 62: Special Meetings A special meeting of the members may be called by the President and shall be called by him on the written request of not fewer than twenty-five members or by affirmative majority of the Board of Directors.

Article IX: Meetings and Duties of Directors

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2014 AFC By-laws Proposed Update Section 2 A special meeting shall also be called upon the written request of any twenty-five members, at which meeting several representatives of said members may attend to present any problems and propose solutions for consideration by the Board.

Section 3 Meetings shall be held at reasonable times and places within the membership area as defined herein.

Article X: Property and Finances Section 1: Obligation Limit The Corporation is not authorized to contract for any obligation in excess of its unobligated assets.

Section 2: Property Tangible property of the Corporation other than real property may be transferred or pledged as security only after eight of the Directors shall have approved such transfer; and in the case of real property, after a majority of the members at a meeting specially called for said purpose have approved such transfer or pledge.

Section 3: Financial Institutions The funds of the Corporation shall be deposited only in financial institutions, the deposits of which are insured by the Federal Deposit Insurance Corporation.

Section 4: Depositing of Funds All funds of the Corporation shall be deposited in such qualified depository as the Board of Directors may, from time to time, by written resolution designate, and shall be so deposited within a reasonable time after their receipt.

Section 5: Disbursement of Funds All disbursements of funds of the Corporation and payment of obligations shall be made by checks signed by any two officers of the Clubauthorized by the Treasurer; provided, however, that the Board of Directors may, by resolution, provide for the establishment and replenishment of a petty cash fund. Alternatively, funds may be disbursed electronically, or by other commonly accepted means, by the Treasurer or another individual authorized by the Board of Directors.

Section 6 The Board of Directors shall secure the faithful performance of the Treasurer and the Membership Manager by means of adequate fidelity bonds.

Section 67: Financial Investments

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2014 AFC By-laws Proposed Update Other than as directed in Section 3 of Article X, the funds of the Corporation may be invested only in obligations of the United States Government. Funds of the Corporation may not be loaned to, or invested with, an Officer, Director, or member of the Corporation or to or/ with any other person, or agency.

Section 78: Financial AuditsReview The accounts of the Corporation shall be audited reviewed annually by a method to be specified by the Board of Directors. A summaryThe of the financial reviewreport of this audit is to be presented annually at the annualMembership meeting of the members. The auditor individual(s) conducting the review shall be neither an Officer of the Corporation, nor a member of the Board of Directors.

Section 89: Assessments The Board of Directors may propose an assessment of all members to generate revenue for maintenance, capital improvements, or the accrual of capital improvement funds, or the payment of interest or other finance charges associated with such maintenance or improvements. Assessments must be voted upon by the at a membership, under procedures prescribed by the Board of Directorsmeeting and may be, and adopted by a majority of the memberships voting represented at the meeting. Approval by the members is not necessary if a financial plan includes the assessment and has been approved by the procedure described in Article XII.

Article XI: General Section 1: Ethics All powers, authority, duties and functions of the members, Directors, Officers, and employees and agents of the Corporation shall be exercised in strict conformity with applicable provisions of law and regulations and of the Charter, Articles of Incorporation, and By-lLaws of the Corporation.

Section 24: Records Management Returns of elections and proceedings of all meetings of the Board of Directors and members shall be recorded by the Board of Directorsin the minute books. The minutes of all meetings shall be signed by the President and Secretary or by those acting in their place.

Article XII: Long Range Plan Section 1: Requirement Requirement for plan. The corporation shall maintain and enhance its capital facilities according to a longrange plan. This plan shall be established and maintained to include a description of the facilities as an intended future configuration.

Section 2: Facility Changes Facility changes. Any changes made to the Club facilities, including major maintenance or improvements, shall either maintain the current facilities or change them so as to bring the Club closer to the configuration of the long range plan.

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2014 AFC By-laws Proposed Update Section 3: Adoption and Updates Adoption of the plan and changes to the plan. The initial plan, and any substantive changes to it, including deleting or replacing the plan, shall be approved and adopted by a majority vote of the sum of the memberships voting in a manner prescribed by the Board of Directorsat a meeting or voting by mail. Memberships not represented at the meeting shall be offered an opportunity to vote by mail, after receiving in ordinary mail, a copy of the plan, any proposed changes, and a ballot. Votes must be received by the secretary within 30 days of the meeting or of the mailing date of vote-by-mail solicitation, whichever is later.

Section 4: Financial Considerations Financial considerations for the implementation of an approved plan where the expenditure exceeds $50100,000 shall be approved by a majority vote of the sum of the memberships voting in a manner prescribed by the Board of Directorsat a meeting or voting by mail. Memberships not represented at the meeting shall be offered an opportunity to vote by mail, after receiving in ordinary mail, a description of the financial considerations to be approved, and a ballot. Votes must be received by the Membership Manager within 30 days of the meeting or of the mailing date of vote-by-mail solicitation, whichever is later.

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