Page 80 - VCC 2022 Capital Plan New Binded

8.2. Rules and Quorum. The Board may adopt such rules and regulations for the
conduct of their meetings and the general management of the Club as they deem proper. A
quorum for the conduct of any business is five (5) Board members. The Board may authorize
such committees of the Club as may be helpful in the transaction of business.

8.3. President. The President shall be the Chief Executive Officer of the Club and shall
preside at all meetings of the Board and the membership. The President shall, with the Secretary,
sign all obligations, contracts, deeds, mortgages, promissory notes, and-other instruments as
approved by the Board unless otherwise provided by the By-Laws, or assigned to the General
Manager. The President shall supervise the activities of the Club's General Manager or any
professional management company involved in the management of the Club in accordance with
the policies of the Club as set forth by the Board. The President shall, with approval of the
Board, appoint chairmen for the various committees authorized by the Board and such other
committees as the President shall deem necessary and shall be an ex-officio member of all
committees.

8.4. Vice President. The Vice President shall perform the duties of the President when
the President is absent or unable to perform such duties and shall perform such other duties as
may, from time to time, be assigned by the President; 1n the absence of both the President and
Vice President, the Board shall appoint from among the Board members, an Acting President.

8.5. Secretary. It shall be the duty of the Secretary to keep record of the proceedings of
the Club and, with the President, to sign all obligations, contracts, deeds, mortgages,
promissory notes, and other instruments, except as provided for in paragraph 8.3, and to
discharge such other duties as may be entrusted by the Board. In addition, the Secretary shall
have such other duties and responsibilities as prescribed by the Board. The Secretary may
delegate any of the foregoing duties to the General Manager acting as Assistant Secretary as the
Board approves.

8.6. Treasurer. The Treasurer shall be Chairman of the Finance Committee. The
Treasurer shall cause to be collected, held, controlled and disbursed, subject to policies
approved by the Board, all monies of the Club; and it shall be the Treasurer's duty to issue and,
control Membership Certificates (which term includes share certificates) and collect monies
due the Club from such issuance, as well as dues and charges from Members. The Treasurer
shall have such other duties as are prescribed by the Board. The Treasurer may delegate any of
the foregoing duties to the General Manager or Controller, acting as Assistant Treasurer or
otherwise, as the Board approves.

8.7. Past President. The immediate Past President of the Club shall, upon retiring from
that office and if his or her term as Board Member is complete, serve as an ex officio member of
the Board until such time as a successor President replaces him or her in that capacity. As an ex
officio member, he or she may participate in all deliberations of the Board, but shall not vote nor
exercise any official executive authority.

8.8 Vacancies. In the case of vacancy in the office of President, Vice President,
Secretary, Treasurer or Board Member, the Board shall fill such vacancy by appointment. The

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