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10.4. Proxies. At every meeting of the Club Members, any club Member having the right
to vote shall be entitled to vote in person or by written proxy, provided that the proxy is given to
another voting Club Member in good standing..standing. The Member holding the proxy must
'attend the meeting in person to be entitled to vote. No voting Member shall be entitled to vote
more than one proxy. There shall be no proxy voting at meetings of the Board.

10.5. Organization of New Board. Immediately after each annual meeting of the Club
membership, an organizational meeting of the new Board shall be called to elect from that body
a President, Vice President, Secretary and Treasurer to serve for a term of one (1) year. The
office of President must be elected from Members of the Board who have completed at least one
year of service on the Board. The Officers and Board Members shall take office on the first day
of the month succeeding the election month.

10.6. Conduct of Meetings. The conduct of all membership meetings shall be governed
by Roberts Rules of Order except as they may conflict with these By-Laws, in which case these
By-Laws shall prevail.

ARTICLE XI NOTICES AND CONSENTS

11.1. Notices. Unless otherwise provided herein, written notice of every meeting of the
Club membership, stating the place, day and hour of the meeting, and if a special meeting, the
purposes thereof, shall be delivered to each voting Member or Governor, as applicable, or
deposited in the United States Mail addressed to each voting Member at the address shown by
the books of the Club, with postage prepaid, at least ten (10) days (for a Club Members'
meeting), but not more than thirty (30) days before such meeting. A voting Member or Governor,
either before or after a meeting, may waive notice of any meeting, and such waiver shall be
deemed the equivalent of giving notice. Attendance in person by a voting Member at a meeting
shall constitute waiver of notice of the meeting, unlessmeeting unless he or she attends for the
express purpose of objecting to the notice. Any member may, by written election to the General
Manager or his designee, elect to receive any Notice under these Bylaws by electronic mail and
when sent by the Club to such elected address shall be deemed delivered.

11.2. Consent in Lieu of Meeting. Any action that may be taken at a meeting of the
Board may be taken without a meeting provided written consent describing the action taken is
signed by a majority of the Board and is delivered to the Club for inclusion in the minutes for
filing with the corporate records reflecting such action taken. Such consents will have the same
effect as a vote at a meeting of the Board and may be described as such in any document.

ARTICLE XII
INDEMNIFICATION

The Club shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the Club), by reason of the
fact that he or she is or was a Governor, officer, employee or agent of the Club, or is or was serving

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