REVISED AND RESTATED

BY-LAWS

OF

BROOKWOOD SWIM & TENNIS CLUB, INC.

BUSINESS OF THE COMPANY

NAME

The name of the Corporation shall be BROOKWOOD SWIM & TENNIS CLUB, INC.

PURPOSE

The purpose and object for which the Brookwood Swim & Tennis Club, Inc. (hereinafter the “Corporation” or “Club”) is formed is not for profit, but to build and operate a swimming club for the benefit of Members, their families and guests, to advance interest in swimming and other athletic activities and to do all things necessary and incidental to accomplish this purpose.

To carry out these purposes, the Corporation shall have the power to purchase, acquire, hold, manage, rent, lease, mortgage, sell and convey any and all real estate and personal property that may be necessary, advisable or incidental to the carrying out of the aforesaid purposes.

BOARD OF DIRECTORS

ELECTION

The Board of Directors shall be comprised of nine (9) Directors.  In its discretion, and upon a two-thirds (2/3) majority approval, the Board of Directors may increase or decrease the number of Directors, provided there are at least five (5) but no more than twelve (12) Directors on the Board of Directors at all times.  Election of Directors shall be held annually on the third Sunday in August.  Directors shall take office in October of the year elected and shall serve in office through September 30 of the year their term expires, or until a successor is duly elected and qualified.

Directors shall be elected by the Members of the Club.  Each Family Membership of the Club shall be entitled to cast two votes for the election of each Director, and each Family-No Children Membership and Individual Membership of the Club shall each be entitled to cast one vote for the election of each Director.  Voting shall be non-cumulative.

Each year, any Member may submit the name or names of candidates for election to the Board of Directors on or before the third Sunday of July.  Ballots of such names in nomination shall be provided to the Membership.  The ballots may be cast via mail or by depositing them at the principal office on or before the third Sunday in August.

Election results shall be announced on the third Sunday in August.  The existing Board of Directors shall appoint three of their number to tabulate and report the results of the election.  All nominees may be present while votes are tabulated, but the count shall not be delayed, suspended, or rescheduled due to the failure of a nominee to be in attendance.

TERM

Each elected Director shall serve a term of three (3) years.  The terms of the Directors on the Board of Directors shall be staggered, so that the terms of one-third (1/3) of the Directors will expire each year.  If the Board of Directors approves a change in the number of Directors in accordance with Section 2.1(A) of these Revised and Restated By-laws, the Board must adopt a resolution setting forth the way by which the terms of those Directors will be staggered.

POWERS, DUTIES AND RESPONSIBILITIES

The Board of Directors shall have the following powers, duties and responsibilities:

Transact all Club business and make and amend rules for the regulation of use of Club property;

Supervise the admission and ejection of Members of the Club;

Sell and acquire real estate in the name of the Corporation;

Construct, purchase, maintain and operate property and facilities pursuant to the purpose and aims of the Corporation as stated in Section 1.2

Borrow money from a bank, mortgage company, or individual in such amounts and upon terms as are appropriate as it, in its discretion, may determine, execute promissory notes, mortgages or other obligations, and pledge or mortgage property as security;

Elect Officers in accordance with the provisions of Article III

Appoint and remove such agents, servants or employees as it may deem necessary, and fix their duties and compensation;

Create committees, define the duties and powers of such committees, and appoint Members to serve thereon;

Fix rules and conditions governing the admission of Members to the Club, consistent with these Revised and Restated By-laws;

Fix rules governing the operation and management of the Club, its property and facilities;

Provide, by regulation the procedure for the sale and transfer of its bonds; and

Employ agents, experts and counsel, delegate discretionary powers thereto, compensate such for reasonable fees, and rely upon the information and advice furnished thereby.

VACANCIES

In the event of a vacancy on the Board of Directors, such vacancy will be filled by a majority vote of the Board of Directors.  The Director appointed to fill such vacancy will serve as such until the next annual meeting of the Membership.

REMOVAL

Any Member of the Board of Directors may be removed for just cause by two-thirds (2/3) vote of the Membership of the Board of Directors.

MEETINGS

The Board of Directors shall meet at least once per month during the months of March, April, May, June, July, August, September and October, and at such other times as it deems necessary.

A majority of the Directors on the Board of Directors shall constitute a quorum.

The approval of a majority of the Directors present at a meeting where a quorum is present shall be the act of the Board of Directors.

CLUB MEMBERSHIP

Any Member of the Board of Directors who ceases to be a Member of the Club shall automatically cease to be a Member of the Board of Directors.  All Members of the Board of Directors must be Members of the Club.

MEMBERSHIP DUES AND FEES

The Board of Directors shall fix the annual dues of the Members, which shall be effective from March 15th through the succeeding March 14th.  Such dues shall be sufficient to provide for the necessary operation, maintenance and improvement of the Club’s facilities and enable the Club to operate on a sound and equitable basis.

The Board of Directors is authorized to fix fees for unusual and extraordinary services.

OFFICERS

ELECTION

Each year, the newly elected Directors shall meet on the first Wednesday in October to elect Officers.

The Officers of the Club shall consist of a President, Vice President, Secretary, and Treasurer, each of whom will serve a one year term.  The Board of Directors, in its discretion, may create any other offices it deems necessary, and appoint one or more persons, who need not be Members of the Club, to hold such offices.

OFFICES

President.  The President shall preside at the meetings of the Members and the Board of Directors, and shall perform all other duties usually connected with the office of President.  He shall sign and execute all contracts, deeds, mortgages, and leases in the name of the Corporation, and shall, with the Secretary, counter-sign all Membership certificates.

Vice President.  The principal duty of the Vice President is to discharge the duties of the President in the event of absence or disability of the President.

Secretary.  The Secretary shall send out the notices of the meetings of the Club and of the Board of Directors, keep the meeting minutes, and attend to the correspondence pertaining to his office.  He shall, with the President, have the ability to counter-sign all Membership certificates and shall keep all certificate records and all other records and papers of the Corporation.

Treasurer.  The Treasurer shall attend to keeping the accounts of the Club, collecting its dues and revenues and paying the bills, subject to general supervision by the Board of Directors.  He shall deposit funds of the Club received by him in the name of the Club in such depository as may be authorized by the Board and shall perform other duties connected with his office.  All checks of the Corporation less than One Thousand Dollars ($1,000.00) may be signed by one (1) Officer with signing privileges.  All checks of  the Corporation greater than One Thousand Dollars ($1,000.00) shall be signed by two (2) Officers, however such checks must also be approved by the Board of Directors.  The Board of Directors may by resolution, from time to time, increase or decrease the threshold amount required for the execution of checks by one Officer with signing privileges.  The Board of Directors shall authorize which Officers have check signing privileges by resolution.  All Officers shall be bonded by an approved surety company in the amount of One Hundred Thousand Dollars ($100,000.00), which amount may be increased by a resolution of the Board of Directors.

MEMBERS

CLASSES

Club Membership shall be divided into three (3) classes:  Family Membership, Family-No Children Membership, and Individual Membership.

Family Membership.  Membership in the Club shall not exceed 450 Family Memberships.  For the purpose of these by-laws, the term “Family Membership” shall include:

Head of household;

Spouse; and

Any relative permanently residing in the household.

Family-No Children Membership.  Membership in the Club shall not exceed 30 Family-No Children Memberships.  For the purpose of these by-laws, the term “Family-No Children Membership” shall include any two individuals, one of which is the head of household, cohabiting together who have no children currently residing in the house or who have children residing in the house but none of which are age 21 or younger.  Except as provided in Section 2.1(B), this Membership shall include all the rights, privileges and responsibilities of a family Membership.

Individual Membership.  Membership in the Club shall not exceed 30 Individual Memberships.  For the purpose of these by-laws, the term “Individual Membership” shall include only the individual in whose name the Membership certificate is issued, with all rights, privileges and responsibilities of a family Membership.  Except as provided in Section 2.1(B), this Membership shall include all the rights, privileges and responsibilities of a family Membership.

BOND REQUIREMENTS

As a condition precedent to admission into the Club, an applicant for a Family Membership is required to purchase a Family Membership bond in the amount of Five Hundred ($500.00) Dollars; an applicant for an Family-No Children Membership is required to purchase a Family-No Children bond in the amount of Three Hundred Seventy-Five ($375.00) Dollars; and an applicant for an individual Membership must purchase an Individual Membership bond in the amount of Two Hundred Fifty ($250.00) Dollars.  If and when Membership is relinquished or otherwise withdrawn, such bonds will be redeemed at such time as it is sold by the Club to a replacing Member, provided the Club has maintained its projected Membership.

A person must be twenty-one (21) years of age or older to be a bond holder.

Transfer to a Higher Bond Level.  Any Member who has purchased a Family-No Children or Individual Membership bond may purchase a Family Membership bond by surrendering his current Membership bond to the Board of Directors and paying an amount equal to the difference between the Family Membership bond and the bond currently held.  Any Member who has purchased an Individual Membership bond may likewise purchase a Family-No Children bond by surrendering his current Individual Membership bond to the Board of Directors and paying an amount equal to the difference between the Family-No Children Membership bond and the Individual Membership bond.  Members may not transfer an existing Family Membership or Family-No Children Membership to a Family-No Children Membership or Individual Membership until such Member’s current bond has been transferred pursuant to Paragraph 4.2(A).

In order for the Club to function in the most economic manner, it is necessary that the number of dues paying Members remain at a minimum level to be established by the Board of Directors.

Therefore, until a Member’s bond is sold, annual dues, as established by the board, must be paid and no Member may use the Club facilities until the annual dues and any outstanding penalties are paid.  If the Member fails to pay the annual dues and penalties as described in Article 2.8 by July 1 of each year, the amount of the dues and any penalties shall be set off and deducted from the value of the Member’s.  Delinquencies amounting to the value of the bond shall result in cancellation of the bond by the Club.

Upon cancellation of bonds pursuant to Subsection (D) above, or upon transfer to new Members, the original bonds shall be voided and in substitution thereof, a new bond shall be issued.

In the event of dissolution of the Corporation, upon liquidation of the assets, and after payment of all debts, a sum equal to the face amount of the bond shall be distributed to the holder of an active bond prior to distribution of remaining assets to a similar non-profit organization.

MEETINGS

Annual Meetings.  Annual meetings of the Membership shall be held on the third Sunday of August.

Special Meetings.  The Board of Directors is authorized to call such special Membership meetings as it deems necessary.

Notice.  Reasonable notice of all meetings shall be given to all Members.

Quorum.  Those Members present at a meeting of the Membership shall constitute a quorum.

Approval.  The approval of a majority of the Members present at a meeting where a quorum exists shall be the act of the Members.

The sale of the Club facilities must be approved by the vote of two-thirds (2/3) of the Members present or represented by proxy at a properly called meeting.

MEMBERSHIP DUES AND FEES

The amount of the yearly Membership dues and fees shall be set in accordance with Section 2.8 of these Revised and Restated By-Laws.

If a Member fails to pay the dues and fees fixed by the Board of Directors his rights and privileges shall be suspended.  In addition to the rights set forth in Section 4.2(D), a Member may have his rights and privileges reinstated by payment of the current dues and fees plus payment of all delinquent dues and fees.  The amount of such delinquent dues and fees shall be set by the Board of Directors on an annual basis.

A Member shall be responsible for the payment of all charges or liabilities that may be imposed upon or incurred by a family Member or guest to whom the privileges of the organization shall have been extended.

USE OF FACILITIES

All Members of the organization shall be accorded the use of the facilities of the Club, subject to the Pool Rules which shall be posted at all times on the bulletin board situated on the Club’s premises.

SUSPENSION AND EXPULSION

The Board of Directors shall have the power, by two-thirds (2/3) vote of the entire Membership of the Board of Directors, to suspend or expel a Member for just cause.

Any Member may, for cause, and after having been given an opportunity for a hearing, be suspended for a period not to exceed two (2) months by a two-thirds (2/3) vote of the Board of Directors at any hearing where a quorum of the Board of Directors is present.  A Member may also be expelled by the affirmative vote of six (6) of the Directors.  Cause of suspension or expulsion shall, in general, consist of violation of these Revised and Restated By-laws or violation of the Rules of the Club concerning unbecoming conduct.

The Board of Directors may delegate to one or more designated Directors or committees, or to a responsible employee of the Club, the power to suspend pool privileges to any person for the violation of the Club rules, provided such suspension does not exceed seven (7) days.  A written report of such suspension, containing the reasons therefore, shall be submitted to the President within twenty-four (24) hours.

INDEMNIFICATION

DIRECTOR AND OFFICER INDEMNIFICATION

Each person who acts as a Director or Officer of the Club shall be indemnified by the Club against expenses and liabilities actually and necessarily incurred by him in connection with his official duties, and to this end, the Club shall purchase a Board of Director’s liability policy.

MISCELLANEOUS

AMENDMENT

These Revised and Restated By-laws may be amended by the affirmative vote of a majority of the Board of Directors.  Three days notice shall be given on any meeting date to consider such an amendment.

MEETING RULES

All meetings of Members, committees, Officers and trustees of the Club shall be governed by Roberts Rules of Orders (Revised).

LOST PROPERTY

The Club assumes no responsibility, and Members and their guests can have no claim against the Club, for the property of any Member or guest which is brought upon or left on Club property.

INTERPRETATION

The Board of Directors shall resolve any case involving the interpretation of these Revised and Restated By-laws.

BOARD OF DIRECTORS OF

BROOKWOOD SWIM AND TENNIS CLUB, INC.

At a duly constituted meeting of the Board of Directors of Brookwood Swim and Tennis Club, Inc. (the “Corporation”), a tax-exempt Corporation organized under the laws of the State of Kentucky, held on March 27.2008, at the Brookwood Swim and Tennis Club, at which meeting a quorum was present and voting throughout:

Present were: Tim Shields, Chuck Koller, Tony Ward, Janie Messmer, Bill Eilerman, Dan Shields, Doug Smith, Dan Lenihan.

WHEREAS, Article X, Section (b) of the Corporation’s By-Laws enable the Corporation to amend the By-Laws by the affirmative votes of six members of the Board of Directors; and

WHEREAS, the Corporation desires to revise and restate the existing By-Laws for the Corporation and revise and restate the current bonds with language that states bonds are payable upon dissolution of the pool;

NOW, THEREFORE BE IT RESOLVED, that the corporation approved the revised and restated By-Laws and revised and restated Bond.  The previous By-Laws and Bond are revoked immediately.

RESOLVED, that revised and restated By-Laws and Bond will be effective immediately.  Attached are a copy of the revised and restated By-Laws as Exhibit A and a copy of the Family Bond as Exhibit B. 

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Corporation.