Bylaws

WEBHANNET GOLF CLUB A Maine Nonprofit Corporation ARTICLE ONE Purpose of Corporation The nature and purpose of Webhannet Golf Club ("the Club") is to own and operate the Club's facilities as a private Golf Club for its Members.

ARTICLE TWO Qualification, Classifications and Rights of Members

2.1 Qualification. The Members of the Club shall be such natural persons as are admitted to membership by the Board of Governors pursuant to the provisions of these Bylaws, and who shall pay such membership fees, dues and assessments as may be established from time to time by the Board of Governors.

2.2 Classes of Membership. There shall be six classes of membership in the Club: Regular Members, Spousal Members, Intermediate Members, Junior Members, Social Members and Honorary Members. (Regular Members include those persons who have been designated by theGovernors as Lifetime Members.)

2.2.1 Qualification. A Regular Member is one who is at least 35 years of age, is entitled to vote, hold office, and share in the assets of the Club on liquidation. A Spousal Member is the spouse of a Regular, Intermediate, or Junior Member who pays spousal dues. With specific approval of the Board of Governors, a Spousal, Intermediate, or Honorary Member may hold office and vote on matters pertaining thereto. An Intermediate Member is one who is of the ages of 25 through 34. A Junior Member is one who is under the age of 25. A Social Member is one who was formerly a Regular Member. Honorary Members are those individuals who may be elected as Honorary Members by a vote of three fourths of the Governors then holding office. Honorary Members have the same rights and privileges as Regular Members

2.3 Rights of Membership. All Members shall enjoy the rights and privileges of their class of membership and be subject to the Bylaws and Rules and payment of charges of the Club as established by the Board of Governors. 2.4 Voting Rights. Regular and Honorary Members shall be entitled to one vote at meetings of the Members of the Club. Spousal, Intermediate, Junior and Social Members are not entitled to vote.

2.5 Membership. The Club shall not issue shares of stock or Certificates of Membership. No dividends shall be paid, and no part of the income of the Club shall be distributed to Members.

2.6 Number of Members. The Board of Governors shall from time to time determine the number of Members.

ARTICLE THREE Admission to Membership and Initiation Fee

3.1 Sponsorship. Proposals for Membership in the Club shall be accepted by the Membership Committee for consideration by the Board of Governors only upon written request of a Regular Member who has been a Member of the Club during the preceding two calendar years. A Regular Member can sponsor only one candidate for membership in any two consecutive calendar years; however, a Regular Member can second the candidacy of a proposed member annually. The Board of Governors shall adopt such Rules and standards as are consistent herewith, and may from time to time for good cause waive any of the provisions of this Article for such Rules as it deems to be in the best interest of the Club.

3.2 Proposal. The Proposal for Membership shall be submitted on the form provided by the Club and shall contain such information as the Club may request, including references, and shall be signed by the proposed member, the sponsoring member, and seconding members. The proposed individual must agree in the proposal that his or her name will be distributed by mail to the Members so that the Board of Governors may receive from the Members the comments and guidance of the Club membership.

3.3 Initiation Fee. The Board of Governors shall establish an initiation fee to be paid by each new Member as a condition of acceptance to membership. The required payment of the initiation fee, the amount of the initiation fee, and the method and terms of payment of the initiation fee, will be determined by the Board of Governors from time to time.

3.4 Action by the Board.

3.4.1 When Memberships are Available for Filling. Upon receipt of a completed Sponsorship Questionnaire from the Membership Committee, the Board of Governors shall proceed to consider such individual and shall, at its earliest convenience, approve or disapprove the individual proposed for Membership. If the initial vote of approval by the Governors present is other than unanimous, the election shall be rendered ineffective, and the proposal shall again be voted upon at the next meeting of the Board of Governors. Approval shall require a secret written vote of the Board of Governors wherein the proposed individual receives a vote of approval by at least three fourths of the members present. Upon approval of the proposed individual by the Board, the individual shall immediately be notified by letter of his or her election to membership. Disapproval shall be communicated by the Sponsor.

3.4.2 When No Memberships are Available for Filling. When no vacancies exist in certain classes of membership, the Board of Governors shall determine from time to time if Proposals for Membership will be accepted; the terms and conditions of such Proposals; charges and fees to be collected from the candidate; and any and all other matters which the Board, in its discretion, deems necessary and appropriate.

3.5 Confidentiality. No reason shall be stated for the disapproval of any prospective member. All information or discussions relative to any Proposal for Membership are by their nature confidential and shall be so treated.

3.6 Time Limit for Renewal. No new Proposal of an individual previously disapproved for membership shall be considered within two years of the date of such disapproval.

3.7 Transfers of Membership. Membership in the Club shall not be transferable except that upon death, permanent disability, or ill health of a Regular Member his or her Membership shall be transferred to his or her Spousal Member, provided that a membership so transferred shall not again be transferable to a spouse or anyone else.

3.8 Non Discrimination Policy. It is the policy of the Club not to discriminate in admission to membership on the basis of race, color, creed, religion, age, national origin or sex; provided, only, that all members except Junior Members, shall not be less than twenty-one (21) years of age.

ARTICLE FOUR Membership Meetings

4.1 Annual Meeting. An Annual Meeting of the Members of the Club shall be held for the purpose of receiving reports of Officers and others, to elect Governors, and for such other business as may be properly brought before the meeting.

4.2 Date and Place of Annual Meeting. Each Annual Meeting shall be held at the Clubhouse at 5:00 Eastern Daylight Time on the Sunday prior to Labor Day each year.

4.3 Special Meetings. Special Meetings of the Members may be called by the President, a majority of the members of the Board of Governors, or upon written request of twenty percent or more of the Members. Such request and its purpose shall be submitted to the President, and he or she shall call a Special Meeting within thirty days of the date of receipt of such request. No other business may be transacted at that meeting.

4.4 Notices. The Secretary shall give not less than ten days prior notice, by mail, to all Members of the Club, stating the time, place, and purpose of the Annual or any Special Meeting. Notice of any such meeting shall be posted in a conspicuous place at the Club facilities on the date of its mailing to the Members.

4.5 Quorum. The presence, either in person or by proxy, of fifteen percent of the Regular Members then entitled to be voted shall constitute a quorum at any meeting of the Members.

4.6 Voting Percentage. Except as otherwise provided herein, a majority of the votes cast is necessary for passage of any motion.

ARTICLE FIVE Board of Governors

5.1 Number of Governors. The government and administration of the affairs and the property of the Club shall be vested in a Board of Governors consisting of not less than five nor more than fifteen members, the number to be determined from time to time by the Board of Governors. The Governors shall be divided into three classes, as nearly equal in number as possible. At each Annual Meeting a number of Governors equal to the number in the class whose terms expire at the meeting shall be elected to hold office until the secondsucceeding Annual Meeting. Provided, however, the Chairperson of the Webhannet Ladies Golf Association shall serve as a member of the Board of Governors for a term which runs concurrently with her term as Chairperson of the Webhannet Ladies Golf Association and she shall be counted as one of the number of Governors as determined from time to time by the Board. No provision in these Bylaws relating to the election of Governors shall apply to the Chairperson of the Webhannet Ladies Golf Association. The term of said Chairperson as a Governor shall terminate when her term as Chairperson of the Webhannet Ladies Golf Association terminates and such termination shall not be deemed to create a vacancy on the Board since her successor as Chairperson shall automatically become a member of the Board. No person who serves four consecutive two year terms of office as a member of the Board of Governors shall be eligible for reelection or appointment to the Board under Paragraph

5.2 of this Article until the fourth Annual Meeting next succeeding that at which his or her fourth consecutive term of office expires.

5.2 Nominating. At the first regular meeting of the Board of Governors in the next calendar year after the Annual Meeting each year, the Board of Governors shall appoint a Nominating Committee consisting of four Regular or Spousal Members, two of whom shall be members of the Board of Governors. Members of the Nominating Committee shall serve for a term of one year or until their successors are duly appointed. The Nominating Committee shall recommend, at least thirty days prior to the next Annual Meeting, the names of Members of the Club selected by a majority vote of the Committee to be submitted to Members of the Club at their Annual Meeting for election to the Board of Governors on Labor Day weekend. The Nominating Committee shall recommend to the Members a number of nominees to serve as Governors for a term of two years equal to the number of Governors whose terms expire at the close of the Annual Meeting. Twenty percent or more of the total of the Club Members who are not on the Nominating Committee also may nominate candidates for the Board of Governors by a petition signed by them and filed with the Secretary at least ten days before the Annual Meeting. The names of any such nominees, after having been certified by the Secretary that they are qualified for election and have been nominated in accordance with the provisions of these Bylaws, shall be posted at a conspicuous place at the Club facilities and shall be mailed to all Members of the Club no more than seven days after the receipt of said petition. There shall be no nominations from the floor.

5.3 Election. Except for the Chairperson of the Webhannet Ladies Golf Association, who is automatically a Governor, election of Governors shall be by ballot by a plurality of the votes cast (except that when the number of nominees is equal to or less than the number of Governors to be elected, a ballot shall not be required), each Regular Member voting being entitled to cast his or her vote for as many nominees as there are vacancies to be filled. There will be no cumulative voting. Members may vote by written proxy delivered to the Secretary at any time prior to the commencement of the Annual Meeting. Each proxy shall bear on its face the name and signature of the Member, and such other information as the Board of Governors may require.

ARTICLE SIX Meetings of Board of Governors

6.1 Annual Meeting. Promptly after the Annual Meeting of Club Members, the Board of Governors shall meet to elect Officers and to consider any other matters as may be properly brought before the meeting. The election results shall be announced promptly to the membership by the President and posted on the bulletin board.

6.2 Quorum. A majority of the Board of Governors at any meeting shall constitute a quorum for thetransaction of business.

6.3 Meetings. The Board of Governors shall have a minimum of five meetings in each year at such times and places as the Board of Governors shall determine.

ARTICLE SEVEN Powers of the Board of Governors

7.1 Management of the Club. The Board of Governors shall exercise all powers of the Club and do all acts and things necessary to carry out the purposes of the Club.

7.2 Duties and Powers. The Board of Governors shall: 7.2.1 Elect the Officers of the Club;

7.2.2 Ratify Committee appointments and duties assigned by the President;

7.2.3 After requesting recommendations from the Nominating Committee, fill vacancies on the Board of Governors due to death, resignation, inability to perform duties, or otherwise, for the balance of the unexpired term of the departing Governor; (the filling of such vacancies is not mandatory but is within the discretion of the Board);

7.2.4 Ratify the appointment of managers and other employees by the President and delegate such authority as is considered necessary for the proper operation and management of the Club;

7.2.5 Adopt, alter, amend, or repeal Rules and Regulations governing use of the Club and its facilities by Members and their guests;

7.2.6 Determine the amount of dues, fees, and other charges, and determine the amount of the initiation fee to be charged from time to time;

7.2.7 Expend funds to the extent of the amount in the Club treasury or owing to the Club; make contracts, or create indebtedness, and borrow money or incur indebtedness for the purpose of the Club, and cause promissory notes, bonds, mortgages or other evidences of indebtedness to be executed and issued; provided, however, that the Board cannot place a mortgage lien on the Club facilities without the affirmative vote of a majority of the Regular Members present in person or by proxy at an Annual or Special Meeting of Members at which a quorum is present and for which one of the noticed items of business to be transacted at the meeting is the establishment of such a mortgage lien;

7.2.8 Have the corporate powers generally to do everything permitted to be done by Maine Nonprofit Corporations by law, by statute, or by the Certificate of Organization and by these Bylaws;

7.2.9 Determine the interpretation of the Bylaws, or any part thereof, which may be in conflict or of doubtful meaning, and their decision shall be final and conclusive;

7.2.10 Consider Applications for Membership to the Club as prescribed by the Bylaws; and

7.2.11 To fill any vacancy occurring in the Officers for any cause. Nothing contained in this enumeration of powers shall, however, be construed as limiting the general grants of governing powers contained in Article Five hereof or other powers and duties specifically provided for in the Bylaws.

7.3 Compensation. No Governor shall receive a salary or any other compensation whatsoever, but shall be entitled to reimbursement for all expenses reasonably incurred in performing any duties pursuant to these Bylaws.

7.4 Action Without Meetings. Any action which may be taken by the Board of Governors may be taken without a meeting if consent in writing setting forth the action to be taken signed by all the Governors is filed in the minutes of the proceedings of the Board of Governors. Such consent shall have the same effect as a unanimous vote.

ARTICLE EIGHT
Officers

8.1 Election. The Board of Governors at its first meeting each year after the Annual Meeting shall elect from among the Members of the Club, a President, a Vice President, a Treasurer (who must be members of the Board of Governors) and a Secretary, and such other Officers as the Board from time to time may determine to be appropriate, to serve for the term of one year or until their successors shall be elected. At least 30 days prior to the Annual Meeting of Members, the President shall appoint a committee to nominate officers.

8.2 Duties of Officers. The Officers shall have the following duties:

8.2.1 President. The President shall preside at all meetings of the Board and of the Members and enforce observance of the provisions of these Bylaws and all Rules and Regulations of the Club. The President may call special meetings of the Board of Governors; shall be an ex officio member of all committees; and is empowered to execute all papers and documents requiring execution in the name of the Club.

8.2.2 Vice President. In the absence or disability of the President, the Vice President shall perform all the duties and responsibilities of the President.

8.2.3 Secretary. The Secretary shall keep records and minutes of all Board of Governors and membership meetings, and the Secretary shall be responsible for giving all required notices of such meetings. The Secretary shall have custody of the Seal of the Club; and all membership records shall be kept under his supervision. The Secretary shall have such other powers and duties as may be conferred upon him by the President.

8.2.4 Treasurer. The Treasurer shall cause to be collected, held, and disbursed, under the direction of the Board of Governors, all monies of the Club; it shall be his duty to collect monies due the Club from Members for initiation fees, dues, assessments, and charges and all amounts due from others. He shall keep or cause to be kept regular books of account and all financial records of the Club, and shall request the Chairman of the Finance Committee to prepare for and submit to the Board of Governors any proposed budgets and financial statements, when and in the form requested by the Board of Governors. He shall deposit or cause to be deposited all monies of the Club
in an account or accounts in the Club's name, in banks or financial intermediaries designated by the Board of Governors, and shall give a surety bond for faithful performance in the amount directed by the Board of Governors, such surety bond premium to be paid for by the Club.

8.2.5 Other Officers. The Board of Governors may appoint additional Officers and assign their duties.

8.2.6 Duties of Officers. Any Officer may be given additional assignments and duties by the Board of Governors.

8.2.7 Removal From Office. Any Officer may be removed from office by a majority vote of the members of the Board of Governors.

ARTICLE NINE
Committees

9.1 Standing Committees. Each year at the first regularly scheduled meeting of the Board after the Annual Meeting, the President, subject to the approval of the Board of Governors, shall designate for a one year term the Chairman of such committees as the Board of Governors may from time to time establish with such powers as the Board shall authorize; provided, however, that there shall be as Standing Committees a Finance Committee, a Membership Committee, a Green Committee, a Golf Committee, a House and Grounds Committee, a Human Relations and Communications Committee, a Handicap Committee, a Long-Range Planning Committee and an Executive Committee. In the event any Chairman of a standing committee as set forth in this section

9.1 is not an elected member of the Board of Governors, said person shall be an ex officio member of the Board Governors with all of the rights and privileges of a member of the Board except that such person shall not have the right to vote as a Governor.

9.2 Executive Committee. The President, Vice President, Secretary and Treasurer shall constitute the Executive Committee which shall be vested with the powers of the Board of Governors when the Board of Governors cannot be reasonably called to session. The Executive Committee shall have no authority to amend these by laws. Any member of the Executive Commitee who is not a member of the Board, shall be deemed to be an ex officio member of the committee without the right to vote. Minutes of all Executive Committee meetings shall be recorded and sent promptly to all Board Members.

ARTICLE TEN
Guest Privileges

10.1 Guests of Members may be extended guest privileges in accordance with procedures and subject to applicable guest fees, charges, rules and regulations established from time to time by the Board of Governors. Guest privileges may be granted, denied, withdrawn, or revoked at any time for reasons considered sufficient by the Board of Governors in their sole and absolute discretion. Regulations may be adopted from time to time and published in the annual Webhannet Yearbook.

10.2 Member Responsibilities. Members are responsible for the deportment of their guests.

10.3 Responsible Committee. At its discretion the Board of Governors may delegate to the appropriate committee established by the Board of Governors all or any responsibilities of the Board of Governors set forth in this Article Ten.

ARTICLE ELEVEN
Dues and Fiscal Matters

11.1 Amount of Dues. From time to time the Board of Governors shall set the dues and the fees to be charged to Members and guests and the time and method for payment of such dues and fees. It shall be the policy of the Club that the annual and all other dues, plus other receipts by the Club, shall be sufficient, insofar as possible to project, to meet the annual operating needs of the Club. The annual dues, and other fees as they are established from time to time by the Board of Governors, shall, insofar as possible, reflect this stated policy. Dues, plus any applicable taxes, shall be due and payable annually in advance at such time as set by the Board. Memberships which terminate during the fiscal year are not entitled to a refund of any dues. Dues of new Members shall be payable upon election, provided that new Members elected after July 15 of any year shall pay 50% of the annual amount for such year.

11.2 Fiscal Year. The Board shall establish the fiscal and budget years of the Club.

11.3 Assessments. An annual assessment for operation or capital purposes in addition to the dues may be levied by the Board of Governors. Failure to pay any such assessment shall subject any Member to the same penalties as failure to pay any other indebtedness to the Club.

ARTICLE TWELVE
Delinquencies

12.1 Statement. Dues bills are issued in January. Finance charges will accrue on unpaid dues 60 days after the dues bills are issued. All other charges are due 30 days after the end of the month in which they were incurred. Members with balances, including finance charges, that are over 60 days old will lose their playing and charging privileges until all balances are paid in full.

12.2 Suspension of Privileges. Members with balances, including finance charges, outstanding more than 90 days will have their Club membership referred to the Board of Governors for possible termination at the next meeting.

ARTICLE THIRTEEN
Discipline

13.1 Authority. Any Member, or a family member or guest of any Member whose conduct shall be deemed by the appropriate committee to be improper or likely to endanger the welfare, safety, harmony, or good reputation of the Club or its Members, may be reprimanded, fined, suspended or expelled from the Club by action of the Board of Governors. The Board of Governors shall be the sole judge of what constitutes improper conduct or conduct likely to endanger the welfare, safety, harmony, or good reputation of the Club or its Members.

13.2 Board Action. Any such Member shall be notified of such proposed action and shall be given an opportunity to be heard by the Board of Governors to show cause why he or she should not be disciplined in accordance with this Article Thirteen. If such Member states that he or she desires to be heard, the Board of Governors shall set a time and date (not less than ten days thereafter) for such hearing. While such complaint is being considered by the Board, the Member may continue to enjoy the privileges of the Club.

13.3 Suspension. The Board of Governors may suspend a Member and/or members of his or her family and/or his or her guests from some or all of the privileges of the Club for a period of up to one year. Dues and other obligations shall accrue during such suspension and shall be paid in full before reinstatement to full privileges.

13.4 Resignation - Request by Board. The Board of Governors may, by a two-thirds vote of the Governors present at a meeting, request the resignation of any Member of the Club for cause deemed sufficient by the Board.

13.5 Expulsion. Any Member of the Club who has been expelled in accordance with this Article Thirteen shall not again be eligible for membership nor admitted to Club property under any circumstances.

ARTICLE FOURTEEN
Corporate Seal

14.1 Seal. The Corporate Seal of the Club shall be circular in form and shall bear the words "WEBHANNET GOLF CLUB." The Corporate Seal shall be in the possession of the Secretary and be affixed by him or her to all documents relating to the official acts of the Club as authorized by the Board of Governors.

14.2 Club Emblem. The emblem of the Club shall be of a style and design to be approved by the Board of Governors.

ARTICLE FIFTEEN
Amendments

15.1 Required Action. These By-laws, except as otherwise specifically stated, may be altered, amended, or repealed, or new Bylaws may be adopted, by a two thirds vote of the entire Board of Governors. Provided, however, no Bylaw change may be considered without at least thirty (30) days written notice of the proposed changes being sent to each governor.

ARTICLE SIXTEEN
Indemnification

16.1 Officers, Governors, Employees. 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, by reason of the fact that he or she is or was a Governor, Officer, employee or agent of the Club shall be indemnified against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding; provided that no indemnification shall be provided for any person with respect to any matter as to which he or she shall have been finally adjudicated in any action, suit or proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Club, or with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or conviction adverse to such person, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith in the reasonable belief that his or her action was in the best interests of the Club, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

ARTICLE SEVENTEEN
Miscellaneous

17.1 Definitions. The following terms as used in these Bylaws or in any Rules adopted hereunder shall have the following meanings:

17.1.1 "Member" shall, unless otherwise designated, mean a full dues-paying Regular Member of the Club who has paid the applicable initiation fee for membership and is entitled to vote and share in the assets of the Club on liquidation.

17.1.2 "Spouse" shall mean the lawfully married husband or wife of a Member, of the male or female gender respectively.