MEMBERSHIP PLAN Revised September 1, 2016

Transcription

1 MEMBERSHIP PLAN Revised September 1, 2016

2 MEMBERSHIP PLAN TABLE OF CONTENTS I. CLUB MEMBERSHIP AND FACILITIES 1. Club Membership 4 2. Facilities 4 3. Ownership and Operation of The Clubs 4 4. Construction of Facilities 5 5. Additional Facilities / Additional Club(s) 5 II. III. IV. MEMBERSHIP CLASSIFICATIONS, CATEGORIES AND PRIVILEGES 1. Membership Classifications 5 2. Membership Categories and Privileges 5 3. Membership Designations 9 4. Number of Memberships 9 5. Changes in Membership Categories / Rules and Policies Honorary Memberships Developer Memberships 10 MEMBERSHIP SELECTION 1. Application for Membership Membership Deposit/Initiation Fee Screening of Invitees Acceptance of Application Declination of Application Reserved Memberships Waiting List 12 MEMBERSHIP POLICIES 1. General Qualification for Membership Availability of Memberships Membership Cards Resignation Downgrades Upgrades Changes in Membership Categories Exchange Program Legal Separation or Divorce Primary Member Policy Family Privileges and Extended Family Privileges Significant Others Guest Policy Recall of Memberships Starting Time Policy Associate Status Multiple Memberships 17 Membership Plan The Clubs of Cordillera Ranch September 1, 2016 page 1

3 V. TRANSFER AND REISSUANCE OF MEMBERSHIPS; REFUND OF MEMBERSHIP DEPOSIT 1. Transfer of Membership Resigned Lists Reissuance of Memberships Refund of Membership Deposit Repurchase of Memberships Administrative Fee No Advertising Continuation of Membership After Thirty Years 21 VI. VII. VIII. MEMBERSHIP RIGHTS AND USAGE 1. Membership Rights No Equity Rights or Vested Interest Advisory Board of Governors Committees Applicability of Membership Plan 23 PAYMENT OF DUES AND CHARGES 1. Statement and Payments Dues Charge Privileges Membership Charges Miscellaneous Charges Maintenance of Member Charge Accounts Assessments Past Due, Delinquency and Revocation Frequent Delinquency Crediting of Account Reinstatement 26 EQUITY TURNOVER OPPORTUNITY 1. Equity Turnover Opportunity Triggering Events Procedure for Equity Turnover Opportunity Equity Turnover Process Purchase and Sale Agreement Purchase Price Disputes Articles of Incorporation of Nonprofit Corporation Bylaws of Nonprofit Corporation Assumption of Membership Plan Membership Privileges After Turnover Date Membership Deposits and Initiation Fees Operating Expenses Expiration of Equity Turnover Opportunity Indemnification 34 Membership Plan The Clubs of Cordillera Ranch September 1, 2016 page 2

4 IX. MISCELLANEOUS 1. Independent Company Binding Effect, Indemnification Assumption of Risk, Waiver and Release Personal Property Modification of Facilities Non-Member Play Marketing Usage of Facilities Reciprocal Privileges Membership Categories Liability for Damage Associations Recovery of Damages or Dues No Agency Notice Sale of Facilities Unavoidable Delay 38 X. AMENDMENT OF MEMBERSHIP PLAN 1. Amendment Announcement of Amendment 39 Membership Plan The Clubs of Cordillera Ranch September 1, 2016 page 3

5 MEMBERSHIP PLAN II. CLUB MEMBERSHIP AND FACILITIES 1. CLUB MEMBERSHIP Membership in The Clubs of Cordillera Ranch offers the use of exceptional golf, dining, swimming and recreational facilities. The terms and privileges of membership in The Clubs and the policies and procedures under which The Clubs are operated are described in this Membership Plan, the Rules and Regulations, the Membership Agreement, and Schedule of Dues, Fees and Charges (collectively referred to as the Membership Documents ), which are subject to change from time to time in the discretion of the Owner. 2. FACILITIES The Clubs of Cordillera Ranch ( The Clubs ) are located within the gated community of Cordillera Ranch near Boerne in the Texas Hill Country. The following facilities, activities and programs are available: Eighteen-hole championship Jack Nicklaus Signature golf course Practice facility with driving range, putting greens and chipping greens Clubhouse of approximately 40,000 total square feet Full service golf pro shop Rod and gun club River club Equestrian club Tennis courts Four resort-style swimming pools Fitness facilities Dining and lounge facilities Men s and ladies locker facilities Club offices The facilities described above, together with such other property and facilities as the Owner may make available, shall collectively be referred to as the Facilities. Certain facilities may be located on real property leased by the Owner. 3. OWNERSHIP AND OPERATION OF THE CLUBS The Clubs are owned by The Clubs of Cordillera Ranch, LP, a Texas limited partnership and/or its affiliates or successors and assigns (the Owner ). The Clubs are operated by Cordillera Ranch Club Management, LLC, a Texas limited liability company and/or its affiliates or successors and assigns (the Operator ). The Owner and Operator are affiliates of Cordillera Ranch Limited Partnership (the Developer ). Where applicable, references to The Clubs shall mean the Owner and/or Operator and their designated management of The Clubs. Membership Plan The Clubs of Cordillera Ranch September 1, 2016 page 4

6 4. CONSTRUCTION OF FACILITIES INTENTIONALLY OMITTED 5. ADDITIONAL FACILITIES / ADDITIONAL CLUB(S) The Clubs may, in its sole discretion, expand or modify the Facilities or add additional facilities to The Clubs as it determines appropriate from time to time, either on or off-site, including but not limited to additional golf facilities. The Clubs shall determine the additional memberships in The Clubs to be made available in the categories of memberships which are provided the use of such additional facilities; however, the maximum number of Full Golf Memberships in The Clubs is subject to Article II, Section 4. Furthermore, the Owner, the Operator and their affiliates or successors and assigns reserve the right in their sole discretion, to create additional club(s) within Cordillera Ranch which may provide various additional golf and/or other recreational facilities which shall not be included Facilities of The Clubs of Cordillera Ranch. II. MEMBERSHIP CLASSIFICATIONS, CATEGORIES AND PRIVILEGES 1. MEMBERSHIP CLASSIFICATIONS There are three (3) general classifications of memberships offered in The Clubs: Master Memberships, which are transferable to the subsequent purchaser of the Member s property within Cordillera Ranch and are not callable. A Master Member has the right but not the obligation to transfer the Membership upon the sale of the Member s property; a Master Member may opt to remain a Member of the Clubs and retain all other Master privileges and benefits (including the right to have the Membership placed on the resignation list for reissuance) after the sale of the Master Member s property, provided however that at such time the Master Membership is recallable in accordance with Article IV, Section 15 of this Membership Plan. Non-Recallable Memberships, which are not transferable to the subsequent purchaser of the Member s property within Cordillera Ranch, are not callable, and provide for a reduced refund payment if reissued from the Resigned List. A Non-Recallable Membership must be noted on the membership enrollment form. Conditional Memberships, which are not transferable to the subsequent purchaser of the Member s property within Cordillera Ranch and which may be recalled by The Clubs in accordance with the provisions set forth herein. Any membership that is not a Master Membership or Non-Recallable Membership is a Conditional Membership. 2. MEMBERSHIP CATEGORIES AND PRIVILEGES Membership in The Clubs is by invitation only. The Clubs is not obligated to offer an invitation for membership to any person or entity, including the buyer of a resale property. In The Clubs discretion, the following categories of membership may be offered to invitees, and all categories of membership are available as either Master, Conditional or Non-Recallable Memberships. The membership privileges currently associated with each category of membership are as follows: Membership Plan The Clubs of Cordillera Ranch September 1, 2016 page 5

7 Full Golf Membership. Any person who has been invited by the Owner or Operator to submit an application for membership (an Invitee ) is eligible to apply for a Full Golf Membership. A Full Golf Membership entitles the Member to full use of all Facilities of The Clubs, and includes Family Privileges and Extended Family Privileges, subject to the payment of applicable fees. Full Golf Members will not be required to pay green fees for the use of the golf course by the Member and their Family; however, the Member will be responsible for all other fees and charges incurred including all dues, golf cart fees, guest fees and the green fees incurred by the Member s Extended Family. Full Golf Members are eligible to reserve advance starting times in accordance with the policy set forth in the current Rules and Regulations, and are eligible to participate in Member golf tournaments at The Clubs. Full Golf Memberships may be issued as Master Memberships, Conditional Memberships or Non-Recallable Memberships. Junior Golf Membership. Any Invitee who is under the age of thirty-five (35) is eligible to apply for one of the limited number of Junior Golf Memberships available. Junior Golf Membership allows the Member to pay Membership Deposit in annual installments to be paid in full on or before the Member s thirty-fifth (35 th ) birthday. Junior Golf Membership entitles the Member to the usage privileges of Full Golf Membership, and includes Family Privileges and Extended Family Privileges, subject to the payment of applicable fees. Junior Golf Members will not be required to pay green fees for the use of the golf course by the Member and their Family; however, the Member will be responsible for all other fees and charges incurred including all dues, golf cart fees, guest fees and the green fees incurred by the Member s Extended Family. Junior Golf Members are eligible to reserve advance starting times in accordance with the policy set forth in the current Rules and Regulations, and are eligible to participate in Member golf tournaments at The Clubs. The Membership Deposit must be paid in full on or before the Member s thirty-fifth (35 th ) birthday. If the Membership Deposit is not paid in full by the Member s thirty-fifth (35 th ) birthday, the Junior Golf Membership shall terminate on the Member s thirty-fifth (35 th ) birthday and the portion of the Membership Deposit previously paid by the Member shall be forfeited. Junior Golf Memberships may be issued as Master Memberships, Conditional Memberships or Non-Recallable Memberships. Limited Golf Membership. Any Invitee is eligible to apply for a Limited Golf Membership. A Limited Golf Membership entitles the Member to restricted use of the golf facilities, and full use of all other Facilities of The Clubs, and includes Family Privileges and Extended Family Privileges, subject to the payment of applicable fees. Limited Golf Members are eligible to reserve advance starting times, subject to availability, in accordance with the policy set forth in the current Rules and Regulations. Subject to Club closure for maintenance and/or tournaments, Limited Golf Members and their Family have golf privileges Mondays through Thursdays and on Fridays before noon with no green fee. Limited Golf Members have golf privileges on Fridays after noon, and on Saturdays and Sundays, subject to availability and payment of the posted guest rate. The Clubs reserve the right to limit weekend golf play by Limited Golf Members to a maximum of six (6) playing times per year. Limited Golf Members are eligible to participate in Member golf tournaments at The Clubs held Mondays through Thursdays and before noon on Fridays and such other tournaments as may be designated by The Clubs, subject to availability. The Limited Golf Member will be responsible for all fees and charges incurred including all dues, golf cart fees, guest fees, and applicable green fees for Friday afternoon and Saturday and Sunday golf play by the Member and his or her Family, and the green fees incurred by the Member s Extended Family. Limited Golf Memberships may be issued as Master Memberships, Conditional Memberships or Non-Recallable Memberships. Ranch Membership. Any Invitee is eligible to apply for a Ranch Membership. A Ranch Membership Plan The Clubs of Cordillera Ranch September 1, 2016 page 6

8 Membership entitles the Member to full use of all facilities of The Clubs except for the golf facilities. Ranch Members are not entitled to use any of the golf facilities of The Clubs, except as a guest of a Member with golf privileges, in accordance with The Clubs guest policy, up to a maximum of six (6) playing times per year. Ranch Membership includes Family and Extended Family Privileges. Ranch Members are responsible for all dues, usage fees and charges incurred under the membership. Ranch Memberships may be issued as Master Memberships, Conditional Memberships or Non-Recallable Memberships. Clubhouse Membership. Any Invitee is eligible to apply for a Clubhouse Membership. A Clubhouse Membership provides access to all of the dining facilities of The Clubs, and includes Family Privileges and Extended Family Privileges. Clubhouse Members are not entitled to use the golf course, driving range, or any other golf facilities of The Clubs. Clubhouse Members are not entitled to use the recreational facilities of The Clubs. Clubhouse Members are responsible for all dues, usage fees and charges incurred under the membership. Clubhouse Memberships may be issued as Master Memberships, Conditional Memberships or Non-Recallable Memberships. Nonresident Membership. The Clubs reserve the right to issue a limited number of Nonresident Memberships. In the event The Clubs elect to offer Nonresident Membership, any Invitee whose (i) primary residence, and (ii) principal place of business or employment are outside of a seventy-five (75) mile radius of The Clubs shall be eligible to apply for a Nonresident Membership. A Nonresident Membership entitles the Member to use of the golf facilities and full use of the other Facilities of The Clubs, and includes Family Privileges and Extended Family Privileges, subject to the payment of applicable fees. Nonresident Members will not be required to pay green fees for the use of the golf course by the Member and their Family; however, the Member will be responsible for all other fees and charges incurred including all dues, golf cart fees, guest fees and the green fees incurred by the Member s Extended Family. Nonresident Members are eligible to reserve advance starting times, subject to availability, in accordance with the policy set forth in the current Rules and Regulations, and are eligible to participate in Member golf tournaments at The Clubs. Nonresident Memberships may be issued as Master Memberships, Conditional Memberships or Non-Recallable Memberships. In the event a Nonresident Member no longer maintains both his or her primary residence and principal place of business outside of a seventy-five (75) mile radius of The Clubs, the Member must upgrade or downgrade the membership to another membership category, subject to availability and the approval of The Clubs, or the Nonresident Membership shall be terminated by the Clubs in accordance with the provisions of this Membership Plan (even if the Membership is in the Master or Non-Recallable classification). In order to upgrade a Nonresident Membership, the Member is required to pay the difference between the Membership Deposit paid by the Member for the Nonresident Membership and the then current Membership Deposit for the desired category of membership. Corporate Membership. The Clubs reserve the right to issue a limited number of Corporate Memberships. In the discretion of The Clubs, a Corporate Membership may be issued in the name of an Authorized Entity, as defined below. The purchase of a Corporate Membership and the naming of the initial Designee, as defined below, must be authorized in writing by an officer or director of the Authorized Entity. A Corporate Membership shall entitle the Authorized Entity to specifically name a Primary Designee and up to three (3) additional individual Secondary Designees (collectively, the Designees ) to have the usage rights and privileges of Full Golf Membership, subject to the following conditions and restrictions: Primary Designee. The Authorized Entity is required to pay one hundred percent (100%) of the then current Membership Deposit for Full Golf Membership for the first Designee named under Membership Plan The Clubs of Cordillera Ranch September 1, 2016 page 7

9 the Corporate Membership (the Primary Designee ). The Membership Deposit paid by the Authorized Entity for the Primary Designee shall be refundable after thirty (30) years. The Primary Designee shall have privileges based on the category of membership selected by the Authorized Entity, and shall be non-recallable by the Clubs (subject to the rights of the Authorized Entity to change the Primary Designee from time to time, in accordance with the terms set forth herein). Secondary Designees. The Authorized Entity is required to pay an Additional Designee Membership Deposit, equal to fifty percent (50%) of the then current Membership Deposit for Full Golf Membership, for each of the other Designees named under the Corporate Membership (the Secondary Designees ). The Additional Designee Membership Deposits paid by the Authorized Entity for the Secondary Designees shall be refundable after thirty (30) years. The Authorized Entity may have a maximum of three (3) Secondary Designees per Corporate Membership. The Secondary Designees shall have privileges based on the category of membership selected by the Authorized Entity, and are subject to recall by The Clubs prior to the recall of Conditional Full Golf Members. However, prior to The Clubs reaching a full complement of Full Golf Members, the usage privileges assigned to the Secondary Designees may be converted to a Non-Recallable status (subject to the rights of the Authorized Entity to change the Primary Designee from time to time, in accordance with the terms set forth herein) by paying the difference between the amount of the Membership Deposit paid by the Authorized Entity at the time the membership was originally purchased for the Secondary Designees and the amount of the Membership Deposit in effect for Full Golf Membership on the date the membership is converted to a Non-Recallable Membership. Change of Designee. The name of a Designee entitled to use a Corporate Membership may be changed to another individual upon written request by an officer of the Authorized Entity, subject to approval by The Clubs and payment of the current change of Designee fee, as set forth in the Schedule of Dues, Fees and Charges. The change of Designee fee shall not exceed twenty percent (20%) of the current full Membership Deposit for Full Golf Membership. It is the Owner s intent that the Authorized Entity holding the Corporate Membership shall name, as Designees, only full-time bona fide employees, directors, or officers of the Authorized Entity. The name of a Designee may not be changed more than once per calendar year, unless the current Designee ceases employment with the Authorized Entity less than one year after being named as a Designee. Authorized Entity. An Authorized Entity is one which is duly organized under the laws of any State, authorized to transact business in the State of Texas, actively doing business as determined by The Clubs, and in good standing pursuant to the statutory regulations promulgated by the State of Texas. An Authorized Entity does not include any entity formed for the specific purpose of obtaining a membership in The Clubs. Dues and Spending Minimums. Dues and spending minimums, if any, shall be payable by each Designee. Joint and Several Liability. The Designee and the Authorized Entity holding the Corporate Membership are jointly and severally responsible for all dues, fees, charges and other debts incurred by such Designee and his or her Family, Extended Family and guests. Membership Plan The Clubs of Cordillera Ranch September 1, 2016 page 8

10 Cordillera Ranch Residence Club Membership. The Clubs reserve the right in its sole discretion, to issue memberships to the persons who acquire an ownership interest in any shared or joint ownership housing constructed within Cordillera Ranch ( Cordillera Residence Club Memberships ). Cordillera Residence Club Memberships may be issued as Full Golf, Limited Golf, Ranch or Clubhouse Memberships, and may be classified as Master, Conditional or Non-Recallable Memberships. A person holding a Cordillera Residence Club Membership (a Residence Club Member ) may use the Facilities of The Clubs only (i) during the time he or she is in residence at Cordillera Ranch, and (ii) as permitted for the applicable category of membership. The number of Cordillera Residence Club Memberships that shall be counted as one (1) Full Golf, Limited Golf, Ranch or Clubhouse Membership shall be established by The Clubs in its sole discretion. The amount of the Membership Deposit or Initiation Fee required for Cordillera Residence Club Membership, and the dues and spending minimums for each such membership, shall be established and may be modified from time to time, in the sole discretion of The Clubs. 3. MEMBERSHIP DESIGNATIONS Members of the various membership categories described above may also be identified by a membership designation. From time to time in its sole discretion, The Clubs may create new membership designations or may combine or eliminate any existing membership designations. A Member s membership designation may determine certain benefits and privileges. For example, certain Full Golf Memberships acquired during the period of time designated by the Owner as the Initial Offering Period are denoted as Founder Memberships, and certain Limited Golf, Ranch and Clubhouse Memberships acquired during the Initial Offering Period are denoted as Charter Memberships. 4. NUMBER OF MEMBERSHIPS The maximum number of memberships to be issued by The Clubs in certain categories of membership are as follows: Membership Category Number of Memberships Full Golf (including Junior Golf) Membership 450 Ranch Membership 400 Clubhouse Membership 400 The Clubs shall not exceed the full complement of four hundred fifty (450) outstanding Full Golf Memberships including Junior Golf Memberships, unless additional golf facilities are constructed. In the event nine (9) additional holes of golf are constructed and made available to Members, The Clubs may issue an additional two hundred twenty-five (225) Full Golf Memberships. In the event an additional eighteen (18) holes of golf are constructed and made available to Members, The Clubs may issue an additional four hundred and fifty (450) Full Golf Memberships. The Clubs shall not exceed the full complement of four hundred (400) outstanding Ranch Memberships unless additional non-golf recreational facilities and/or programming are provided, except that The Clubs may increase the maximum number of Ranch Memberships it may issue if the maximum number of Clubhouse Memberships is reduced by the same number of memberships. The Clubs may increase the number of memberships that shall constitute a full complement of Clubhouse Memberships if membership usage patterns and/or economic conditions support the increase and/or if additional dining facilities are constructed. In addition, The Clubs may increase the maximum number of Clubhouse Memberships it may issue if the maximum number of Ranch Memberships is reduced by the same number of memberships. For every two (2) active Limited Golf and/or Nonresident Memberships, the maximum Membership Plan The Clubs of Cordillera Ranch September 1, 2016 page 9

11 number of Full Golf Memberships must be reduced by one (1). For example, if there are one hundred (100) outstanding Limited Golf and/or Nonresident Memberships, the maximum number of Full Golf Memberships shall be four hundred (400). For Corporate Memberships, each Primary Designee and each Secondary Designee shall count as one (1) Full Golf Membership. Each Junior Golf Membership shall also count as one (1) Full Golf Membership. For every two (2) Full Golf Memberships in Associate Status paying Associate Dues, The Clubs must decrease the maximum number of Full Golf Memberships allowed by one (1). In the event that a Member desires to continue his or her membership beyond the expiration of thirty (30) years, the membership will not be included toward the maximum number of memberships set forth herein. In the event the Equity Turnover Opportunity is not approved by the Member vote, the Owner reserves the right to increase the maximum numbers of memberships permitted in all categories. 5. CHANGES IN MEMBERSHIP CATEGORIES / RULES AND POLICIES Initially, memberships shall be available in the categories set forth in Section 2 above. In order to enhance the recreational and social pleasures of Members and their Family, Extended Family and guests, The Clubs reserve the right to establish or modify rules, regulations, policies, guidelines, or systems governing access or reservation of the Facilities and membership in The Clubs (the Rules and Regulations ). The Clubs shall have the right to discontinue offering any categories or classes of membership and to create additional categories or classes of membership from time to time conferring such rights and privileges and imposing such obligations as it deems appropriate, and to prescribe the qualifications and requirements for membership in any such class or category. The Clubs have no obligation to offer, nor any time deadline to sell, any type, category or class of memberships. 6. HONORARY MEMBERSHIPS The Owner and Operator reserve the right to issue up to ten (10) memberships in The Clubs with full usage of all Facilities and certain special benefits, which shall be defined by Owner and/or Operator in their sole discretion, which will be granted to selected individuals for their contribution to The Clubs, the community or other activities, as determined by the Owner and Operator (the Honorary Memberships ). The Honorary Memberships will be appointed and shall not count toward any membership maximum number determined by The Clubs. Honorary Memberships may be revoked by the Clubs at any time, from time to time, in its sole discretion. 7. DEVELOPER MEMBERSHIPS Prior to the Turnover Date, the Owner reserves the right to issue up to ten (10) memberships in The Clubs with full usage of all Facilities and certain special benefits, which will be granted to employees or business associates of the Owner (the Developer Memberships ). The Developer Memberships shall not count toward any membership maximum number determined by The Clubs. The Developer Memberships shall be recategorized as Honorary Memberships upon the Turnover Date and are subject to the maximum number of Honorary Memberships set forth in the above section. Developer Memberships may be revoked by the Clubs at any time, from time to time, in its sole discretion. III. MEMBERSHIP SELECTION Membership Plan The Clubs of Cordillera Ranch September 1, 2016 page 10

12 1. APPLICATION FOR MEMBERSHIP Membership in The Clubs is by invitation only. The determination of whether a person will be invited for membership shall be made by The Clubs in its sole discretion. The Clubs reserve the right to require that Invitees and Members are the owners of residential real estate within Cordillera Ranch. Invitees must be financially qualified persons of good character, over the age of eighteen (18) years. Upon receipt of an invitation, the Invitee must complete a membership agreement and application in the form established by The Clubs (the Membership Agreement and Application ). All Membership Agreements and Applications must be submitted to the membership director for consideration and review. Persons who are acquiring a residential unit or lot in Cordillera Ranch from Cordillera Ranch Limited Partnership (the Developer ) or its designee must submit their Membership Agreement and Application and pay the applicable portion of the Membership Deposit to The Clubs within thirty (30) days of closing on the purchase of the residential unit or lot in order to acquire a Master Membership that provides the right to transfer the membership through The Clubs to the subsequent purchaser of the residential unit or lot as set forth in Article V, Section 1 and is not callable. A person may also acquire a Master Membership as the subsequent purchaser of resale property from a person or entity who holds a Master Membership and wishes to transfer such Membership in accordance with the provisions of Article V, Section 1 of this Membership Plan. With the exception of those members who acquired Master Memberships during the initial offering period, the foregoing are the only two means by which Master Memberships may be acquired. 2. MEMBERSHIP DEPOSIT / INITIATION FEE All applications for Full Golf (including Junior Golf), Limited Golf, Ranch, Nonresident and Corporate Membership shall be accompanied by a deposit in the amount periodically established by The Clubs for the category of membership selected by the Invitee on the Membership Agreement and Application (the Membership Deposit ), or a portion of such Membership Deposit as required by The Clubs in its discretion. All applications for Clubhouse Membership shall be accompanied by a nonrefundable fee in the amount periodically established by The Clubs (the Initiation Fee ). In addition to any Membership Deposit required as set forth above, the Club may in its discretion charge an additional non-refundable Application Fee, which shall be separate and apart from the Membership Deposit and not refundable to the Member at any time, in any way, and shall not be considered part of the Membership Deposit for purposes of calculating any refund due upon Reissuance of the Membership under Article V, paragraph SCREENING OF INVITEES The Clubs will evaluate all Invitees who submit a Membership Agreement and Application. Evaluations will be conducted with the intent and purpose of securing the optimum number of Members with compatible social, vocational and professional attainment from all segments of the community. All evaluations shall be made without regard to race, color, national origin, sex, religious preference, creed, or any disabilities of the Invitee. 4. ACCEPTANCE OF APPLICATION The Clubs may accept or reject any Invitee in its sole and absolute discretion, and the decision of The Clubs on any application shall be final. If an Invitee has been considered for membership and the Invitee s application is accepted, The Clubs shall notify the Invitee of such decision. If the Invitee paid only a portion of the Membership Deposit with the submission of the Membership Agreement and Application, the Invitee must execute a promissory note for the payment of the balance of the Membership Plan The Clubs of Cordillera Ranch September 1, 2016 page 11

13 Membership Deposit within ten (10) business days of the date of The Clubs notice to Invitee that he or she has been accepted for membership. Any invitee whose application is accepted who does not comply with the foregoing requirement within ten (10) business days shall be considered to have declined to join, and the portion of the Membership Deposit paid by Invitee shall be refunded, without interest. If the Invitee is accepted for membership and timely executes a promissory note as described above, but the category of membership to which the Invitee applied is not available, the Invitee shall be placed on a waiting list for the appropriate membership class as set forth in this Membership Plan. If the category of membership to which the Invitee applied is available, the Invitee shall be entitled to the rights and privileges of the membership category upon the later to occur of (i) the date of The Clubs notice to Invitee that he or she has been accepted for membership, and (ii) Invitee s execution of a promissory note (if applicable). 5. DECLINATION OF APPLICATION The Clubs may accept or reject any Invitee in its sole and absolute discretion, and the decision of The Clubs on any application shall be final. If an Invitee has been considered for membership and the Invitee s application is denied, The Clubs shall notify the Invitee of such decision, and the Membership Deposit or Initiation Fee submitted by such Invitee shall be fully refunded, without interest. The Invitee may not be further considered for membership in The Clubs for a period ending one (1) year following the date of The Clubs notice to the applicant of the declination. 6. RESERVED MEMBERSHIPS All unissued memberships will be reserved by The Clubs and will not be considered to be available memberships in The Clubs. The Clubs are not required and may not be compelled to sell any reserved membership. The Clubs may issue a reserved membership to any person which The Clubs, in its sole discretion, determines appropriate from time to time. 7. WAITING LIST The Clubs may establish separate waiting lists for new applicants in each category of membership at the time that The Clubs contain a full complement of Members in each such category, as determined by The Clubs in its sole discretion. Each waiting list shall be maintained on a first-come (determined by date of application), first-issued basis, provided that memberships shall be reissued from the waiting list in the following priority: (i) to residents within Cordillera Ranch who apply for a Master Membership in accordance with the requirements of Article III, Section 1 above, (ii) to Members who desire to upgrade their memberships, providing upgrades are permitted by The Clubs at the time of the request for upgrade, (iii) to the residents within Cordillera Ranch who apply for a Conditional or Non-Recallable Membership, and (iv) then to all other Invitees desiring a membership. The purchase of a residential unit or lot within the Cordillera Ranch development is not a guarantee that a membership in The Clubs will be available or that an application for membership will be accepted. The Clubs may revise the waiting list priority as determined by the Owner and/or Operator from time to time in its sole discretion. Membership Plan The Clubs of Cordillera Ranch September 1, 2016 page 12

14 IV. MEMBERSHIP POLICIES 1. GENERAL Membership in The Clubs shall be evidenced by a copy of the Membership Agreement signed by the Member and by a representative of the Owner and/or Operator indicating approval of the applicant for membership. In addition, each Member shall receive, upon acceptance for membership and payment of the Membership Deposit or Initiation Fee and other required fees, Membership Cards for the Member and his or her Family, if applicable. 2. QUALIFICATION FOR MEMBERSHIP Any Invitee shall be eligible to apply for membership in The Clubs, subject to the additional eligibility requirements set forth herein. There shall be only one (1) Member per membership (the Primary Member ); membership shall not be issued in joint names. The Primary Member shall be the person indicated on the Membership Agreement; however, subject to the approval of The Clubs, the Primary Member designation may be changed from one Spouse to the other Spouse annually at no charge. 3. AVAILABILITY OF MEMBERSHIPS The Clubs reserve the right to (i) decrease the authorized number of memberships in any class or category, (ii) to suspend offering of memberships in any class or category, and (iii) to create and offer for sale new specialty classes and categories of membership at any time as it deems appropriate in its sole discretion, subject to the provisions of Article II, Section MEMBERSHIP CARDS A membership card indicating the Member s name, Club Account number, type of membership, and containing the name of the authorized user (the Membership Card ) may be issued to each Member and to the members of his or her Family, if applicable. Membership Cards will not be issued to Children under the age of ten (10). Members and their Families must have their Membership Cards with them at all times while using the Facilities. The rules regarding the use of a Membership Card shall be set forth in the Rules and Regulations for The Clubs. 5. RESIGNATION Provided that the membership is in good standing, a Member may submit a resignation of membership at any time, but no resignation shall be effective until the Member s unpaid financial obligations to The Clubs have been settled. In the event any portion of the Membership Deposit or Initiation Fee has been financed or deferred or is owing to The Clubs (including the deferred portion of the Membership Deposit for Junior Golf Membership), the Member shall be obligated to pay in full to Owner the remaining unpaid balance of the Membership Deposit or Initiation Fee as a condition precedent to being placed on the Resigned List. Pre-paid amounts, if any, shall not be refunded, in whole or in part. Resigning Full Golf, Limited Golf, Nonresident and Ranch Members remain liable for all dues, fees and charges accruing under the membership through the earlier to occur of (i) the reissuance of the membership by The Clubs, or (ii) the expiration of one (1) year from the date the resignation was received by The Clubs, even if they have not used the Facilities. Resignation of a membership is irrevocable, unless otherwise determined by Membership Plan The Clubs of Cordillera Ranch September 1, 2016 page 13

15 The Clubs. If the membership has transfer and refund privileges, the resigned membership shall be placed on the applicable Resigned List for reissuance. All resignations must be in writing, sent by certified mail to The Clubs. Resigning Clubhouse Members must provide at least thirty (30) days prior notice of resignation, and remain liable for all dues, fees and charges accruing under the membership through such date. Members are entitled to continued use of the Facilities during the period that dues are being paid. Upon the resignation of a Corporate Membership, all Designee positions under the membership shall be deemed to be resigned. 6. DOWNGRADES Except for the downgrade of Nonresident Memberships approved by The Clubs, no Member shall be permitted to downgrade his or her membership in The Clubs. In the event of the approved downgrade of a Nonresident Membership, the affected Member shall not be entitled to any refund of any portion of the Membership Deposit paid for the Nonresident Membership at the time of the downgrade. 7. UPGRADES In the sole discretion of The Clubs, a Member may be permitted to upgrade his or her membership to a membership with a higher Membership Deposit, subject to availability and the approval of The Clubs. The Member must pay to The Clubs the difference between the Membership Deposit or Initiation Fee previously paid by the Member and the then current Membership Deposit for the selected category of upgraded membership. If a Member held a Master Membership prior to upgrading, the upgraded portion of the membership shall be either a Conditional Membership or Non-Recallable Membership, as selected by the Member and upon payment of the required upgrade fees for the classification selected by the Member, as determined by the Clubs in their sole discretion. The upgraded portion shall be subject to the terms, benefits, privileges and obligations of the classification selected, while the terms, benefits, privileges and obligations of the Master Membership will continue to apply to the original portion of the membership. So for example, if a person holding a Master Membership in the Ranch category desired to upgrade to a Full Golf membership, and selected the Conditional classification, such person would continue to have the right to transfer a Ranch Master Membership with the subsequent sale of his or her property and would have non-recallable Ranch usage privileges, but would also concurrently have recallable golf usage privileges and would not have the right to transfer a golf membership with property. The Clubs reserve the right to prohibit the upgrade of memberships. The Clubs further reserve the right to permit upgrades from one classification of Membership to another for limited or temporary periods, upon terms offered by the Clubs in their sole discretion, from time to time. 8. CHANGES IN MEMBERSHIP CATEGORIES All requests for changes affecting membership status, category, privileges or charges must be made by giving The Clubs thirty (30) days prior written notice. 9. EXCHANGE PROGRAM Members who do not desire to retain their full membership privileges may arrange through The Clubs to exchange their membership privileges and respective dues obligations with those of another Member in a different membership category, upon obtaining the prior written approval of The Clubs. The right to exchange membership privileges is on a calendar year basis and does not affect the exchanging Members rights or obligations to their underlying membership other than the payment of dues for the membership Membership Plan The Clubs of Cordillera Ranch September 1, 2016 page 14

16 year in which the exchange occurs. An administrative fee may be charged by The Clubs for processing the membership exchange. All dues and charges must be current prior to requesting an exchange. 10. LEGAL SEPARATION OR DIVORCE In the event of the divorce or legal separation of Spouses having membership privileges, the membership, including all of its rights and benefits, will vest in the Spouse awarded the membership by an agreement of separation or a decree of divorce. Until the award of the membership and written notice thereof is provided to The Clubs, both Spouses will be jointly and severally liable for all dues and charges and may both continue to enjoy membership privileges so long as such amounts are timely paid. With regard to any claim or dispute about the ownership of a membership, in the absence of an agreement of separation or a decree of divorce, The Clubs shall be entitled to rely on the Membership Agreement and may confirm ownership of that membership in the name of the person listed on the Membership Agreement as the Primary Member; or alternatively, in their discretion, the Clubs may require the Spouses to provide a letter to the Clubs, signed by both Spouses, indicating which Spouse will own the membership going forward. The Clubs will not become involved in any domestic or other dispute concerning ownership or issuance of a membership and does not have any liability or responsibility for the resolution of such disputes. 11. PRIMARY MEMBER POLICY Although each membership has Family Privileges, as defined below, The Clubs may establish primary playing times when only the Primary Member, as designated on the Membership Agreement, will be entitled to use the golf facilities to better manage golf play during peak use periods. The Clubs may designate times when the Primary Member may play golf with guests and immediate family members and may designate times when the Primary Member may play golf only with other Primary Members. Immediate family members will have the same golf privileges as the Primary Member during all times except primary playing times. The Clubs reserve the right to restrict golf play during prime time to Primary Members only, if The Clubs, in its sole and absolute discretion, deems it necessary to do so. The definition of prime time shall be determined by The Clubs, in its sole discretion, and may be modified from time to time as The Clubs deem necessary. In the event The Clubs implement such Primary Member only policy, the Primary Member s Family members may not play golf during prime time, either under the Primary Member s membership, or as guests of another Member, without paying applicable guest fees. Subject to the approval of The Clubs, the Primary Member designation may be changed from one Spouse to the other Spouse annually at no charge. 12. FAMILY PRIVILEGES AND EXTENDED FAMILY PRIVILEGES Family Privileges allow the Member s Family, defined as the Member s current, legal spouse (the Spouse ) or approved Significant Other and their unmarried children who are under the age of twentythree (23) and who are living at home, attending school on a full-time basis or in the military, to the usage privileges enjoyed by the Member. Extended Family Privileges allow the Member s Extended Family, defined as the parents, and the adult children and grandchildren of the Member or his or her Spouse or approved Significant Other who are twenty-three (23) and older or married, and their respective spouses, to the use of the Facilities enjoyed by the Member, subject to availability, upon the payment of applicable use fees established by The Clubs. Except for dining, Extended Family members must be accompanied by the Member to use The Clubs Facilities, and may play up to six (6) rounds of golf per year at the Extended Family rate. Please refer to the current Rules and Regulations for additional rules regarding the use of the Facilities by Family and Extended Family members including children. Membership Plan The Clubs of Cordillera Ranch September 1, 2016 page 15

17 13. SIGNIFICANT OTHERS Upon written request, an unmarried Member may request The Clubs to authorize use of The Clubs Facilities by a Significant Other. A Significant Other is an unmarried person who is not related to the Member by blood, who represents himself or herself as being in a personal couple relationship with the Member, and whose primary residential address is the same as the Member s. The application for Significant Other status shall require proof of the Significant Other s residence and any other information required by The Clubs. The Clubs may accept or reject, in its sole and absolute discretion, such request to extend use of the Facilities by the Significant Other. Such use of The Clubs by an approved Significant Other shall be permitted without the payment of additional dues or guest fees and without regard to Club rules limiting the number of times a non-member guest may use The Clubs Facilities. The holder of the membership shall be jointly responsible for any charges incurred by the Significant Other at The Clubs. Ownership of the membership shall remain with the Primary Member for all purposes. Members may not request a change in the designation of the Significant Other more than once every two (2) calendar years. 14. GUEST POLICY Members may sponsor accompanied guests. No person may play more than six (6) rounds of golf per year at the posted guest rate. The Clubs shall establish the number of times per year a person may use the swimming facilities as the guest of a Member; please refer to the Rules and Regulations for the current policy. The Member is responsible for the payment of charges incurred but not paid by his or her guests, including any applicable daily guest fees established by The Clubs from time to time. Members are also responsible for the deportment of their guests. 15. RECALL OF MEMBERSHIPS The Clubs may recall any Conditional Membership at any time upon the repayment of one hundred percent (100%) of the Membership Deposit or Initiation Fee paid by that Member, less any outstanding charges owed by the Member, without interest. The Clubs shall recall the memberships of Secondary Designees named under Corporate Memberships in any category, prior to recalling individual Conditional Memberships in the same category. In the sole discretion of The Clubs, Master Memberships may be recalled only in the event of a Member s sale of his or her property in Cordillera Ranch. In the event of such a recall of a Master Membership, The Clubs shall repay the affected Master Member one hundred percent (100%) of the Membership Deposit or Initiation Fee paid by that Member, less any outstanding charges owed by the Member, without interest. 16. STARTING TIME POLICY Members with golfing privileges may reserve advance starting times in accordance with the policy set forth in the current Rules and Regulations. Presently, Members may have up to three (3) reservations in the system at any one time. For the consideration of the entire membership, and the orderly operation of The Clubs, the Owner reserves the right to change the starting time reservation policy and/or to change the number of reservations per membership in the reservation system at any one time. 17. ASSOCIATE STATUS Members whose (i) primary residence, and (ii) principal place of business or employment are outside of a seventy-five (75) mile radius of The Clubs shall be eligible to apply for Associate Status. The Membership Plan The Clubs of Cordillera Ranch September 1, 2016 page 16

18 determination regarding whether a Member will be granted Associate Status shall be made in The Clubs sole and absolute discretion. One option is currently available for Members who are approved for Associate Status. This option is the payment of Associate Dues, as follows: Associate Dues. Full Golf Members who have been approved for Associate Status may request to pay reduced monthly dues in the amount established by The Clubs ( Associate Dues ). During the period that a Full Golf Member is paying the reduced Associate Dues, the Member shall be entitled to use the Facilities. The number of Full Golf Memberships that shall be granted Associate Dues status shall be determined by The Clubs in its sole and absolute discretion. The Clubs have previously offered, and reserve the right to offer at any time, in their sole discretion, a second option known as Inactive Status. Inactive Status is not currently being offered as of the effective date of this Membership Plan. If offered in the future, Inactive Status is expected to be offered according to the following, subject to any modifications or revisions the Clubs desire in their sole and absolute discretion: Inactive Status. Members of any membership category who are approved for Associate Status would have their memberships placed in Inactive Status until the earlier to occur of (i) substantial completion of their residence in Cordillera Ranch, (ii) the expiration of three (3) years from the date of enrollment, and (iii) the date The Clubs reach a full complement of Members in the Member s membership category. During the period of Inactive Status, the Member would not be required to pay monthly dues or quarterly spending minimums, and would have no right to use any of the Facilities, even as the guest of an active Member. When a full complement of memberships in the Member s membership category is reached, the membership must be activated within ten (10) days of notice of same from The Clubs, or the membership shall be recalled. 18. MULTIPLE MEMBERSHIPS A person who is the owner of more than one (1) residential unit or lot in Cordillera Ranch may be approved to hold up to one (1) membership per unit of real estate owned by the person, provided however, the person must maintain one (1) fully activated membership of the highest membership category held by such person even if such person could qualify for Associate Status. A second and any subsequent memberships held by a person that are placed in Associate Status shall be subject to the terms, conditions and restrictions of Article IV, Section 17. V. TRANSFER AND REISSUANCE OF MEMBERSHIPS; REFUND OF MEMBERSHIP DEPOSIT 1. TRANSFER OF MEMBERSHIP No Member shall have any right to sell, pledge, hypothecate, assign or otherwise transfer or encumber his or her membership except as may specifically be authorized in this Membership Plan, which may be amended by the Owner. Transfer Upon Resignation. A Member may transfer his or her membership only to The Clubs. Resignations are subject to the terms and conditions set forth in Article IV, Section 5. Upon Membership Plan The Clubs of Cordillera Ranch September 1, 2016 page 17