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actions of the Member's guests.

ARTICLE VIII
GOVERNMENT AND GENERAL MANAGEMENT

8.1. Board—of-Governors. The government and general management of the Club shall
be vested in the Board of Governors (herein the "Board"), consisting of nine (9) elected
members, which will include the four (4) Officers of the Club, namely: President, Vice-
President, Secretary and Treasurer. Terms of Board Members shall be staggered so that only
three (3) members shall be elected annually, unless a vacancy exists. All members of the Board
shall be voting Members of the Club in good standing.
(a) Powers. The Board shall have full power and authority to do any and all
things that it deems to be proper and in the best interests of the Club, excepting only those
powers that are specifically reserved to the membership in these By-Laws, or at the discretion of
the Board are delegated to professional management. These powers shall include but are not
limited to setting and adjusting hours of Club use and modification of Facilities and services
without notice or liability for any loss or inconvenience thereby resulting. The Board shall have
general supervision and control over all officers, committees and employees. Decisions of the
Board shall be final in all matters. The Board may adopt such policies and rules for the conduct
of their meetings and the general management of the Club as they deem proper.

(b) Meetings. The Board shall meet at least once each calendar month. At each
regular meeting of the Board, the date, time and location of the next regular Board meeting shall
be designated, unless previously established.

(c) No Remuneration. No elected Officer or Board Member shall receive any
remuneration for his or her official services, but may be reimbursed for reasonable expenses
incurred if approved by the Board.

(d) Conflict of Interest. No Officer or Board Member shall use his or her
position for personal gain, or gain of a relative. Such activity shall be deemed a conflict of
interest and shall be cause for removal under section 8.1(e) of this Article.

(e) Removal of Officers and Board Members. Officers and Board Members
may be removed for cause by an affirmative vote of two-thirds (2/3rds) of the full Board or by an
affirmative vote of a majority of a quorum of the Members eligible to vote at any annual or
special meeting. The inability of an elected Board member to qualify for bonding shall be
deemed as cause, but not the only cause, for removal. Other causes for removal include but are
not necessarily limited to failure to attend three (3) consecutive Board meetings without excuse,
breach of any standards of conduct prescribed by the Board, and cessation of Club membership.

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