Club Bylaws

This Membership Plan, the Rules and Regulations and the Application for Membership, set forth the rights and privileges of Membership in the Club.

Club Facilities

The Club Facilities available for Gray Plantation Members include the following:

• Member's Clubhouse, including a 20,000 square foot golf clubhouse, men's and women's locker rooms, pro shop and swimming pool;
• An 18-hole 7,200 yard links golf course designed by William “Rocky” Roquemore;
• A golf academy and 300-yard practice range and dual tee practice facility;
• A practice range and four practice putting greens;
• Also planned for completion in 2008 is a Sports Club, which will include two pools (adult lap pool and kids pool with slide), a 10,000 square foot clubhouse to house athletic and social activities, six state of the art synthetic clay hydro-courts, a mixed bar and grill, tennis pro shop, men’s and ladies locker facilities with dry saunas, and a walking trail surrounding the facility.

Improvements to Club Facilities and Member Activities

The Club is committed to providing Members with quality facilities, services and activities.  As a result, improvements and additions deemed appropriate by management of the Club will be an ongoing process.

Ownership of the Club

The Club Facilities are owned, operated and managed on a for-profit basis by Gray Plantation, L.L.C. (the “Club”).  Membership represents a license to use designated Club facilities in common with such other persons as the Club may authorize from time to time.  Members do not acquire any ownership, proprietary, or beneficial interest in, or right to control, the Club or the Club facilities.

TYPES OF MEMBERSHIPS

Classes and Categories of Membership

The Club will initially make available six classifications of non-equity membership known as “Sports Memberships”, “Golf Memberships”, “Tennis Memberships”, “Fitness Memberships”, “Social/Swim Memberships”, and “Corporate Memberships.” The Sports Memberships, Golf Memberships, Tennis Memberships, Fitness Memberships, Social/Swim Memberships, and Corporate Memberships are hereinafter sometimes collectively referred to as the “Club Memberships.”  Persons who obtain a Club Membership are sometimes hereinafter referred to as “Club Members.”

At least a Social/Swim Membership must be obtained by the owner of a residence or homesite in the residential community known as “Graywood” and such owner must maintain at least a Social/Swim Membership at the Club in good standing until the closing of the sale or other transfer of their residence or homesite in Graywood to another owner.

Membership Privileges

Each Member may use the Club Facilities in accordance with his or her category of Membership as described in this Membership Plan and the Rules and Regulations, as amended from time to time by the Club in its sole discretion.  The privileges currently associated with each category of Membership are as follows:

Resident Sports Membership.  Resident Sport memberships are limited to those individuals owning property within Graywood and entitle the Member, spouse or significant other, and all dependent children up to the age of 23, full use of all Club facilities.  

             Membership Benefits:

• Private Member account and personal membership card.
• Access to all Club facilities including the golf course, private Member rooms of the golf clubhouse, Cypress Grill, Evergreen Room, Professional Golf Shop, men’s and women’s locker facilities, as well as all Sports Club facilities.
• Priority access of the golf course with 14-day advance tee time reservations and ability to walk course if desired.
• Complimentary green fees and tennis court fees.
• Complimentary range balls and access to the Club’s practice facilities.
• Access to the Club’s bag storage and locker facilities (additional fee may be applicable).
• Ability to own a private golf cart (trail fees applicable).
• Preferred Member discount off published green fees for all guest play. 
• The ability to add dependent children between the age of 23 and 30 to the membership for additional monthly dues of $75.00 each (without the requirement of an initiation fee).  Dependent children under this program will have full use of all Club facilities.
• Ability to attend all Club-sponsored events, and host private business and personal events at the Club.

Non-Resident Sports Membership.  Non-Resident Sports memberships are non-refundable and available to those individuals residing outside Graywood on a callable basis.  The membership entitles the Member, spouse or significant other, and all dependent children up to the age of 23, to full use of all Club facilities. 

Membership Benefits:

• Private Member account and personal membership card.
• Access to all Club facilities including the golf course, private Member rooms of the golf clubhouse, Cypress Grill, Evergreen Room, Professional Golf Shop, men’s and women’s locker facilities, as well as all Sports Club facilities.
• Priority access of the golf course with 14-day advance tee time reservations and ability to walk course if desired.
• Complimentary green fees and tennis court fees.
• Complimentary range balls and access to the Club’s practice facilities.
• Access to the Club’s bag storage and locker facilities (additional fee may be applicable).
• Preferred Member discount off published green fees for all guest play. 
• The ability to add dependent children between the age of 23 and 30 to the membership for additional monthly dues of $75.00 each (without the requirement of an initiation fee).  Dependent children under this program will have full use of all Club facilities.
• Ability to attend all Club-sponsored events, and host private business and personal events at the Club.

Resident Golf Membership. Resident Golf memberships are limited to those individuals owning property within Graywood and entitle the Member, spouse or significant other, and all dependent children up to the age of 23, full use of all golf facilities.  

              Membership Benefits:

• Private Member account and personal membership card.
• Access to all golf facilities including the golf course, private Member rooms of the golf clubhouse, Cypress Grill, Evergreen Room, Professional Golf Shop, and men’s and women’s locker facilities.
• Priority access of the golf course with 14-day advance tee time reservations and ability to walk course if desired.
• Complimentary green fees.
• Complimentary range balls and access to the Club’s practice facilities.
• Access to the Club’s bag storage and locker facilities (additional fee may be applicable).
• Ability to own a private golf cart (trail fees applicable).
• Preferred Member discount off published green fees for all guest play. 
• Ability to attend all Club-sponsored events, and host private business and personal events at the Club.

Non-Resident Golf Membership.  Non-Resident Golf memberships are non-refundable and available to those individuals residing outside Graywood on a callable basis.  The membership entitles the Member, spouse or significant other, and all dependent children up to the age of 23, to full use of all golf facilities.

Membership Benefits:

• Private Member account and personal membership card.
• Access to all golf facilities including the golf course, private Member rooms of the golf clubhouse, Cypress Grill, Evergreen Room, Professional Golf Shop, and men’s and women’s locker facilities.
• Priority access of the golf course with 14-day advance tee time reservations and ability to walk course if desired.
• Complimentary green fees.
• Complimentary range balls and access to the Club’s practice facilities.
• Access to the Club’s bag storage and locker facilities (additional fee may be applicable).
• Preferred Member discount off published green fees for all guest play. 
• Ability to attend all Club-sponsored events, and host private business and personal events at the Club.

Resident Tennis Membership.  Resident Tennis memberships are limited to those individuals owning property within Graywood and entitle the Member, spouse or significant other, and all dependent children up to the age of 23, full use of all Club facilities with the exception of the golf course.

             Membership Benefits:

• Private Member account and personal membership card.
• Access to all Club facilities with the exception of the golf course, but including the private Member rooms of the golf clubhouse, Cypress Grill, Evergreen Room, as well as all Sports Club facilities.
• Complimentary court fees and advanced reservations.
• Ability to attend all Club-sponsored events, and host private business and personal events at the Club.

Non-Resident Tennis Membership.  Non-Resident Tennis memberships are available to those individuals residing outside Graywood on a callable basis.  The membership entitles the Member, spouse or significant other, and all dependent children up to the age of 23, to full use of all Club facilities with the exception of the golf course.  

Membership Benefits:

• Private Member account and personal membership card.
• Access to all Club facilities with the exception of the golf course, but including the private Member rooms of the golf clubhouse, Cypress Grill, Evergreen Room, as well as all Sports Club facilities.
• Complimentary court fees and advanced reservations.
• Ability to attend all Club-sponsored events, and host private business and personal events at the Club.

Resident Fitness Membership.  Resident Fitness memberships are limited to those individuals owning property within Graywood.  The membership entitles the Member, spouse or significant other, and all dependent children up to the age of 23, to full use of the fitness, dining and pool facilities of the Club.

Membership Benefits:

• Private Member account and personal membership card.
• Access to the fitness, dining and pool facilities of the Sports Club as well as the private Member rooms of the golf clubhouse, Cypress Grill, and Evergreen Room.
• Ability to attend all Club-sponsored events, and host private business and personal events at the Club.

Non-Resident Fitness Membership.  Non-Resident Social/Fitness memberships are available to those individuals residing outside Graywood on a callable basis.  The membership entitles the Member, spouse or significant other, and all dependent children up to the age of 23, to full use of the fitness, dining and pool facilities of the Club.  

Membership Benefits:

• Private Member account and personal membership card.
• Access to the fitness, dining and pool facilities of the Sports Club as well as the private Member rooms of the golf clubhouse, Cypress Grill, and Evergreen Room.
• Ability to attend all Club-sponsored events, and host private business and personal events at the Club.

Social/Swim Membership.  Social/Swim memberships entitle the Member, spouse or significant other, and all dependent children up to the age of 23, to full use of the dining and swim facilities of the Club.  All property owners in Graywood are required to be at least a Social/Swim Member at Gray Plantation.

Membership Benefits:

• Private Member account and personal membership card.
• Access to the dining and pool facilities of the Sports Club as well as the private Member rooms of the golf clubhouse, Cypress Grill, and Evergreen Room.
• Ability to attend all Club-sponsored events, and host private business and personal events at the Club.

Corporate Memberships

CORPORATE MEMBERSHIP PRIVILEGES

A Corporate Membership is available to on-going operating companies and shall be held in the name of a company, corporation, partnership or other form of multiple ownership (collectively, the "company").  The company, as the actual member and owner of the membership, shall designate one person as the designee of the membership use privileges.  Immediate family members of the designee may also use the facilities.  The designee of the membership use privileges must be an officer, director, partner, owner or employee of the company (or a trustee, donor or principal beneficiary of the trust), must submit an Application for Use Privileges and be approved by the Club.  The company shall be responsible for the payment of the required membership fee which may be higher than the membership fee charged for a membership held by an individual and both the company and the designee of the membership privileges shall be jointly and severally liable for the payment of all dues, fees, dining minimums and other charges incurred by the designee, immediate family members and their guests. 

The Corporate Membership allows the designee to full use of all Club facilities provided at Gray Plantation, and to attend club-sponsored events held at the Club.  Designees shall not be charged green fees or court fees for use of the golf and tennis facilities, but shall pay the applicable golf cart fees established by the Club.  Designees shall pay the same dues, fees, dining minimums and other charges as a Sports Member and shall have the same advance sign-up privileges to reserve golf starting times and tennis court times as Sports Members. Accompanied guests of designees receive preferred guest fees for use of the golf facilities.

The company may change the designee of the membership use privileges at any time during the membership year upon approval of the new designee by the Club and the payment of the applicable change of designee fee to the Club.  Prior to the change of the designee, the prior designee must return all issued use privilege cards to the Club and the new designee must submit an Application for Use Privileges and be approved by the Club.  The Club reserves the right to establish additional rules regarding a Corporate Membership, including the criteria for designating a person to use the membership use privileges and the number of times the designee of the membership use privileges may be changed during any membership year.

Non-Refundable Memberships

The Club Memberships are offered on a non-refundable basis ("Non-Refundable Memberships").  Members will pay a non-refundable Initiation Fee as required by the Club. 

Right to Modify Membership Categories and Privileges

In order to provide for the orderly administration of the Club and the utmost playing pleasure for all members, the Club reserves the right, from time to time, to establish different classifications of membership and promulgate new rules and/or modify existing rules governing access, sign-up privileges and starting times with respect to the golf, tennis and other recreational facilities provided at the Club to optimize the use of the Club Facilities.

USE PRIVILEGES

Club May Designate Primary Playing Times on Golf Facilities

In order to better control golf play during peak playing times on the golf course, the Club may designate certain times on the golf course as “primary playing times.”  During times designated by the Club as “primary playing times”, only one golf starting time may be reserved per membership. The Club also reserves the right to establish other rules during primary playing times.

Guest Privileges

Club Members may have guests use the facilities in accordance with the Rules and Regulations established by the Club.  The number of times a particular guest may use the facilities or any particular facility provided at Gray Plantation during any particular period of time and the number of guests a member may sponsor at any particular time may be limited.  Sponsoring members are responsible for the payment of all fees and charges unpaid by their guests.

Opportunity to Upgrade Classification of Membership

If a higher classification of membership is available, Social/Swim Members, Fitness Members, Tennis Members and Golf Members may upgrade to such higher classification of membership if permitted by the Club, in its sole discretion. An upgrading member shall pay to the Club the difference between the membership fee charged by the Club for the higher classification of membership at the time the member desires to upgrade and the actual membership fee, if any, previously paid to the Club for the member's existing classification of membership. 

Use of Membership Privileges by Tenants

Sports Members, Golf Members, Tennis Members, Fitness Members, Social/Swim Members and Corporate Members who own a residence in Graywood, and lease that residence in Graywood for at least twelve months, have the opportunity to designate the tenant of their residence in Graywood as the beneficial user of their membership use privileges at Gray Plantation.  This privilege is subject to the tenant submitting an application to the Club, being approved by the Club, paying a non-refundable tenant administrative fee to the Club and complying with the Rules and Regulations established by the Club from time to time.  A tenant who is designated as the beneficial user of the member's membership use privileges shall have the same use privileges to use the facilities provided at the Club and shall pay the same fees and charges as that charged to the member who owns the residence in Graywood being leased.

During the time a Club Member has designated a tenant to use their membership use privileges, the member shall not have any privileges to use the Club Facilities except the dining facilities provided at the clubhouse and shall be required to continue paying the applicable dues associated with their Club Membership. A membership must be acquired for each residence for which the member desires the tenant to be able to use the Club Facilities.  Members are responsible for all charges incurred by their tenant which remain unpaid after the customary billing and collection procedure of the Club and for the conduct of each tenant. The Club may establish other rules relating to the use of the Club Facilities by tenants from time to time.

MEMBERSHIP POLICIES

Eligibility for Club Membership Privileges

Membership at Gray Plantation is available by invitation.

The Club is currently offering the opportunity to make application for an available Sports Membership, Golf Membership, Tennis Membership, Fitness Membership, Social/Fitness Membership, or Corporate Membership to purchasers of residences or homesites in Graywood.  The Club reserves the right to offer any of the Club Memberships to persons who do not own a residence or homesite in Graywood in its sole discretion.

Each prospective member must submit an Application for Membership Privileges and Membership Agreement, be approved for membership and pay the required membership fee to the Club prior to obtaining a membership.

Owners of Residences or Homesites in Graywood Must Obtain at Least a Social/Swim Membership

All property owners in Graywood are required to be at least a Social/Swim Member at Gray Plantation. Upon closing on the purchase of a residence or homesite in Graywood, the purchaser must obtain at least a Social/Swim Membership at the Club and pay the required membership fee and maintain at least a Social/Swim Membership at the Club at all times while a residence or homesite is owned in Graywood. As a Social/Swim Member, the purchaser shall have the privileges described above and shall pay the dues, fees, dining minimums and other charges established by the Club from time to time. Furthermore, the purchaser shall not be permitted to resign the Social/Swim Membership and shall be required to pay such dues, fees, dining minimums and other charges associated with at least a Social/Swim Membership until the closing of the sale or other transfer of their residence or homesite in Graywood to another owner.

Initial Purchases of Residences or Homesites in Graywood

Initial purchasers of previously unsold residences or homesites in Graywood and the other eligible communities designated by the Club will have an opportunity to upgrade and apply for an available Sports Membership, Golf Membership, Tennis Membership, Fitness Membership or Corporate Membership for each residence or homesite purchased in Graywood until sixty days after the closing of the purchase of their residence or homesite in Graywood.  Only one membership may be acquired for each residence or homesite purchased.  The number of memberships available in a particular classification of Club Membership may be limited.  The membership fee to be paid for a Club Membership will be the membership fee charged on the date the purchaser submits the Application for Membership Privileges and Membership Agreement and the required membership fee to the Membership Director.

Reserved Memberships

The Club has retained the absolute right to reserve Sports Memberships, Golf Memberships, Tennis Memberships, Fitness Memberships and Corporate Memberships for sale to future initial purchasers of previously unsold residences or homesites in Graywood.  The Club may also reserve memberships for sale to any other party designated by the Club in its sole discretion.  Reserved memberships are not considered as available memberships and the Club may not be compelled to issue a reserved membership. Sports Memberships, Golf Memberships, Tennis Memberships, Fitness Memberships and Corporate Memberships not obtained by initial purchasers of previously unsold residences or homesites in Graywood on or before sixty days after the closing of their purchase shall be reserved by the Club for future sale or offered for sale by the Club as available memberships to any person designated by the Club, including persons who do not own a residence or homesite in Graywood.

Initial purchasers of previously unsold residences or homesites in Graywood who do not obtain an available Sports Membership, Golf Membership, Tennis Membership, Fitness Membership or Corporate Membership on or before sixty days after the closing of the purchase of their residence or homesite in Graywood, and the subsequent purchasers of residences or homesites from persons who are not Sports Members, Golf Members, Tennis Members, Fitness Members or Corporate Members, may obtain such membership at a later date by upgrading to a Sports Membership, Golf Membership, Tennis Membership, Fitness Membership, or Corporate Membership only through the regular membership upgrade process.  Therefore, after the sixty day period immediately following the closing on the purchase of a residence or homesite in Graywood, there can be no guarantee or assurance that a Sports Membership, Golf Membership, Tennis Membership, Fitness Membership or Corporate Membership will ever subsequently be available and neither the initial purchaser nor any subsequent purchaser of the residence or homesite in Graywood, will have any continuing opportunity to obtain such Sports Membership, Golf Membership, Tennis Membership, Fitness Membership or Corporate Membership.  IF AN INITIAL PURCHASER OF A PREVIOUSLY UNSOLD RESIDENCE OR HOMESITE IN GRAYWOOD DOES NOT OBTAIN A SPORTS MEMBERSHIP, GOLF MEMBERSHIP, TENNIS MEMBERSHIP, FITNESS MEMBERSHIP OR CORPORATE MEMBERSHIP ON OR BEFORE SIXTY DAYS AFTER THE CLOSING OF THE PURCHASE OF THEIR RESIDENCE OR HOMESITE IN GRAYWOOD, THERE IS NO GUARANTEE OR ASSURANCE THAT SUCH SPORTS MEMBERSHIP, GOLF MEMBERSHIP, TENNIS MEMBERSHIP, FITNESS MEMBERSHIP OR CORPORATE MEMBERSHIP WILL BE AVAILABLE AT A LATER DATE.

Wait List of Persons Desiring Memberships

There is no assurance that a membership in the desired classification will be available at the time of application.  If a membership is not available in a particular classification of membership at the time of application, the Club will maintain a waiting list consisting of applicants who have submitted an Application for Membership Privileges and Membership Agreement to the Club.  Those initial purchasers of previously unsold residences or homesites in Graywood who were not able to obtain a Sports Membership, Golf Membership, Tennis Membership, Fitness Membership or Corporate Membership prior to the expiration of the sixty days after the closing of their purchase because their desired classification of membership was not available at such time and therefore were placed on the Club’s waiting list for such membership, shall have first priority and shall be placed on the waiting list for an available membership ahead of all other persons, including other members of the Club desiring to upgrade and persons who are not members of the Club, to obtain the desired classification of Club Membership. Other members of the Club desiring to upgrade their classification of membership shall have second priority and shall be placed on the waiting list for an available membership ahead of persons who are not members of the Club and persons who are not members of the Club shall have third priority on a waiting list for an available membership. However, once persons have been placed on a waiting list in the order described above then within each priority set forth above for each classification of membership, those persons who have obtained the highest classification of membership (i.e., Tennis Members have priority over Fitness Members, and Fitness Members have priority over Social/Swim Members) shall have the greater priority for an available membership.

In the event the desired classification of membership is not available at the time of application, the Club may defer the payment of the required membership fee until the desired membership becomes available. The Club may require persons on the waiting list for an available membership to obtain another classification of membership until the desired membership classification becomes available.

Membership Privileges Prior to Closing on Property

The initial purchaser of a previously unsold residence or homesite in Graywood may apply for membership at the time of signing a purchase agreement for a residence or homesite in Graywood. The Club, in its sole discretion, may permit, upon approval of the member and payment of the required membership fee, dues, fees, dining minimums and other charges to the Club, such purchaser to activate the membership privileges and use the facilities prior to actually closing on the purchase of the residence or homesite in Graywood.  However, the continuation of membership privileges at Gray Plantation is conditional upon closing on the purchase of the property in Graywood.  In the event the purchaser does not close on the purchase of the residence or homesite, then the Club may recall the membership and terminate membership privileges, in which event only the actual membership fee paid to the Club by the purchaser and a prorata portion of any dues, fees and other charges paid in advance will be refunded, without interest.

Membership Fees

To obtain a Sports Membership, Golf Membership, Tennis Membership, Fitness Membership or Corporate Membership at Gray Plantation, the applicant shall pay a non-refundable membership fee to the Club.  The amount of the membership fee and the manner of payment of the membership fee shall be established by the Club from time to time, and is further described in the member's Application for Membership Privileges or Membership Agreement. The membership fee charged by the Club for a membership may be higher for those persons who do not own a residence or homesite in Graywood.

Application for Membership Privileges

A prospective member desiring a Club Membership must deliver to the Membership Director at Gray Plantation a fully completed and signed Application for Membership Privileges, the applicable Membership Agreement and the required membership fee due.

Review of Application for Membership Privileges

The Club shall evaluate the Applications for Membership Privileges.  After receiving the Application for Membership Privileges and the required membership fee, the evaluation 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 applicants will be evaluated on the basis of their interest in Gray Plantation, their financial responsibility, and their compatibility with other members at Gray Plantation. However, in no event shall membership criteria, as determined and implemented by the Club, discriminate in any manner against any person in violation of applicable law.

An applicant satisfying the conditions for membership will be notified in writing that the Application for Membership Privileges has been acted upon favorably. However, if the applicant has not satisfied the conditions for membership and the Application for Membership Privileges is not acted upon favorably, the Club shall refund to the applicant the actual membership fee previously paid to the Club, without interest.

Privileges to Use Club Facilities are Governed Only by this Membership Plan

If approved for membership at the Club, the member agrees to be bound by the terms and conditions of this Membership Plan, as it may be amended from time to time, agrees to fully substitute the membership privileges obtained pursuant to this Membership Plan for any present or prior rights in or to use the Club Facilities and agrees to release and indemnify the Club for any and all damages and injuries resulting from use of the Club Facilities as further set forth in the Rules and Regulations.

Transfer of Club Memberships

Club Members may not sell, transfer or otherwise assign their membership privileges except to the Club.

Sports Members, Golf Members, Tennis Members, Fitness Members, and Corporate Members who desire to resign their membership privileges must give the Club thirty days prior written notice of their intention to resign membership privileges.  The resignation of membership privileges will become effective upon the expiration of the thirty-day notice period and payment of the membership fee and all dues, fees, dining minimums and other charges in full to the Club.  Memberships which have been resigned will only be reissued by the Club in accordance with the procedures set forth in this Membership Plan.  Any attempt to transfer or reassign a membership at Gray Plantation, either voluntarily, involuntarily or by operation of law, which is not in accordance with this Membership Plan shall be null and void and no person or entity may obtain a membership except as provided herein. 

Sports Members, Golf Members, Tennis Members, Fitness Members and Corporate Members who own a residence or homesite in Graywood may resign their Sports Membership, Golf Membership, Tennis Membership, Fitness Membership or Corporate Membership provided that, such owner shall always remain at least a Social/Swim Member at Gray Plantation until the closing of the sale or other transfer of their residence or homesite in Graywood to another owner. In this event, the member shall be required to pay the dues, fees, dining minimums and other charges associated with their Sports Membership, Golf Membership, Tennis Membership, Fitness Membership or Corporate Membership through the effective date of membership resignation. Thereafter, such resigned member shall pay all required dues, fees, dining minimums and other charges associated with the Social/Swim Membership.

Social/Swim Members May Not Resign Membership Privileges

A Social/Swim Member who owns a residence or homesite in Graywood may not resign their Social/Swim Membership and are required to maintain the Social/Swim Membership in good standing at all times and to pay to the Club all required dues, fees, dining minimums, personal charges and all other fees associated with the Social/Swim Membership until the closing of the sale or other transfer of the member's residence or homesite in Graywood to another owner.  Therefore, Social/Swim Memberships at the Club are not transferable and terminate upon the closing of the sale or other transfer of the residence or homesite in Graywood to another owner or on such earlier date as is otherwise set forth in this Membership Plan.

Transfer of Membership Privileges Upon the Death of a Member at Gray Plantation

Upon the death of a Sports Member, Golf Member, Tennis Member, Fitness Member, Corporate Member or Social/Swim Member at Gray Plantation who owns a residence or homesite in Graywood, the membership shall be transferred to the member’s surviving spouse, if any, provided the surviving spouse is the owner of the residence or homesite in Graywood, without the payment of any additional membership fee.  If the deceased member is not survived by a spouse or the surviving spouse is not the owner of the deceased member’s residence or homesite in Graywood, then the heir of the deceased member's residence or homesite in Graywood may continue with the deceased member’s membership without the payment of any additional membership fee, subject only to the approval of the Club and the payment by the heir of all outstanding amounts owed to the Club (including all dues, fees, charges and assessments associated with the deceased member’s membership for the intervening time between the date of the member’s death and the date of the application by the heir). The continuation of a deceased member’s membership by a surviving spouse or an heir of the deceased member’s residence or homesite does not require a Transfer Payment by the Club and the opportunity to be paid the Transfer Payment upon the subsequent reissuance of the membership by the Club as further described herein shall be transferred to the surviving spouse or heir that continues with the membership.

Upon the death of a member at Gray Plantation who does not own a residence or homesite in Graywood, the membership privileges shall be transferred to the member's surviving spouse, without the payment of any additional membership fee.  If the deceased member is not survived by a spouse or the surviving spouse does not desire to continue membership privileges, then the membership of the deceased member shall be resigned and placed on the appropriate resigned membership list and reissued by the Club on the same basis as any other resigned membership.  In this event, the obligation to pay dues, fees and charges associated with the deceased member's membership shall terminate upon the death of the member.

Legal Separation or Divorce of Married Members

In the event a Sports Member, Golf Member, Tennis Member, Fitness Member, Corporate Member or Social/Swim Member who owns a residence or homesite in Graywood is legally separated or divorced, the membership at the Club shall vest in the spouse awarded the residence or homesite in Graywood. In the event a member does not own a residence or homesite in Graywood, then title to the membership, including all rights and benefits given to the holder thereof, shall continue and vest in the spouse awarded the membership in a written separation agreement or final divorce decree. Both of the divorced or legally separated persons must give written notice to the Club designating the person who is entitled to continue with the privileges of membership immediately after the divorce or legal separation is final.  Until written notice has been provided to the Club, each spouse shall remain jointly and severally responsible for the payment of all dues, fees, dining minimums and charges associated with such membership.  The legally separated spouse or former spouse, as the case may be, who does not continue with the membership shall no longer have any use privileges at Gray Plantation.  The Club will not be involved in any dispute and reserves the right to suspend all membership privileges, in the event of disagreement over which spouse retains the membership privileges. The Club shall not pay any Transfer Payment upon the transfer of a membership to a spouse as a result of the legal separation or divorce of a member.

Membership Year of the Club

The Club's membership year will constitute the twelve month period commencing January 1 and ending December 31, unless otherwise established by the Club.

Dues, Fees, and Charges

The Club will establish the amount of dues, fees, dining minimums and other charges to be paid by each member at Gray Plantation from time to time.  The dues charged by the Club for a membership may be higher for those persons who do not own a residence or homesite in Graywood. The amount of dues payable by each member will depend upon the classification of membership selected. In order to properly maintain the Club Facilities and continue to offer members quality facilities and services, dues will be based on member demand, market conditions and other pertinent factors.

The obligation to pay dues is not dependent on the availability of all the facilities or the frequency of use.  Repair and maintenance of the facilities and/or other occurrences may make it necessary for the Club to change hours of use or restrict the use of the facilities or to close certain facilities temporarily.  The Club will not reduce or suspend dues during the time when the facilities, in whole or in part, are not available.

Dues shall be payable in advance, on or before the first day of each month during the membership year, unless otherwise established by the Club. The current dues for use of the Club Facilities are set forth on the Schedule of Dues, Fees and Charges. The dues, fees, dining minimums and other charges of the Club are subject to change from time to time in the discretion of the Club.

Monthly statements will be closed on the last day of each month and will normally be mailed to the members of the Club within five days.  All statements are due and payable upon receipt and in no event later than the twentieth day of the month in which the statement was mailed.  A late charge and/or interest will be added to all outstanding balances in accordance with the Rules and Regulations if the statement is not paid by the twentieth day of the month.  In addition, the Club reserves the right to place any member whose account is not paid in full by the twentieth day of the month on a cash-only basis for any or all services and merchandise otherwise provided for credit at any time.  The Club reserves the right to have the Graywood Community Association collect the portion of a member’s membership dues associated with a Social/Swim Membership from those members who own a residence or homesite in Graywood and to remit such amount to the Club. An agreement between the Club and the Graywood Community Association will be executed setting forth the terms and responsibilities of both parties in connection with the collection of the social/swim portion of a member’s dues. In addition, the Graywood Community Association and the Club will have all rights to place a lien on a member’s residence or homesite in Graywood to the fullest extent permitted by applicable law for non-payment of any dues, fees and other charges owed to the Club.

Suspension and Termination of Membership Privileges for Non-Payment of Dues, Fees, and Other Charges

The failure of any member of the Club to timely pay dues, fees, dining minimums and other charges by the twentieth day of the month and the failure to pay all amounts of the membership fee when due shall constitute grounds for suspension and/or termination of membership privileges at the Club.  In the event a person who owns a residence or homesite in Graywood fails to pay the required dues, fees, dining minimums and other charges associated with their Club Membership, then the Club may suspend, terminate or take any other disciplinary action relating to his/her membership in the Club.  Upon termination of a membership held by a person who owns a residence or homesite in Graywood, the dues obligation of a Social/Swim Membership shall continue to accrue until the closing of the sale or other transfer of such individual's residence or homesite in Graywood to another owner.  In the event a membership is terminated, then the member will no longer have any membership privileges to use the Club Facilities.

Capital Assessments

Members at Gray Plantation are not subject to assessments for capital improvements to the Club Facilities unless the proposed capital assessment is approved by the Club, a majority of all of the members of the Advisory Board of Governors, as described below, and sixty percent of all of the members in each classification of membership that would be required to pay such capital assessment if it was approved.  For this purpose, each such member shall be permitted one vote per membership.  Assessments for capital expenditures to the dining facilities at the clubhouse or to the Sports Club shall be voted on by and paid equally by all Sports Members, Golf Members, Tennis Members, Fitness Members, Corporate Members, and Social/Swim Members.

Financial Responsibility

Each member at Gray Plantation and each designee of a Corporate Membership shall be responsible for the conduct of his or her immediate family members and their guests when using the Club Facilities.  Each member and each designee of a Corporate Membership shall be directly and fully responsible to the Club for all damages and injuries caused by and for all charges incurred by his or her spouse, immediate family members and their guests.

CLUB MANAGEMENT

Club Operations

The Club currently manages and operates the Club Facilities.  The Club reserves the right to retain a professional management firm to manage and operate the day-to-day affairs of the Club Facilities.  The Club is responsible for the operation of the Club Facilities and has the exclusive authority to accept members, establish membership fees, dues, fees, dining minimums and charges, establish rules and regulations and control the management and affairs of the Club Facilities.  The Club Facilities shall be operated and maintained by the Club in a manner comparable to other clubs in the Louisiana area that provide comparable facilities and services.

Members of the Club are not permitted to become involved in the management and operation of the Club or the Club Facilities.

Board of Advisors

The Club may establish an Advisory Board whose purpose includes fostering good relations between the members of the Club and management of the Club Facilities and providing member input on programs and activities provided at Gray Plantation.  The Advisory Board will be composed of Club Members appointed by the Club from time to time.  Members of the Advisory Board shall serve staggered terms established by the Club.

The Advisory Board has no duty or power to negotiate or otherwise act on behalf of the Club, its management or the members of the Club and serves only in an advisory capacity as a liaison between members of the Club and management of the Club Facilities, except as otherwise set forth herein.

In general, the role and responsibility of the Advisory Board include the following:

• To advise on any modification to this Plan for the Offering of Memberships which affects the privileges of the Club Members,
• To advise on the use of the Club Facilities by non-members,
• To develop, preserve and enhance the Club's membership roster,
• To advise on modifications to the Rules and Regulations,
• To advise on questions of conduct, mode of dress and other related

disciplinary matters,

• To advise on the needs and interests of the membership,
• To advise management of the Club Facilities in the establishment of Club committees and the responsibilities of each Club committee,
• To advise management of the Club Facilities in the organization of member events and programs at Belmont Country Club, and
  • To participate in and attend Club events and programs for the membership.

Management of the Club Facilities will meet with the Advisory Board regularly to discuss the operation of the Club Facilities.  The members of Gray Plantation are encouraged to utilize the Advisory Board by voicing their suggestions and concerns through the Advisory Board.

Club Committees

The Club may establish such other committees consisting of members as it deems appropriate.  Management shall meet with these committees on a regular basis to discuss the operation of the Club Facilities and the formulation of programs for members.  Each of the committees shall submit their recommendations to the Club for review and approval.

All committees shall act as advisory committees only.  The chair of each committee, who may be a member of the Advisory Board if established, may appoint from the members of that committee such sub-committees as may be desirable.  All sub-committees shall report directly to the committee as a whole, which shall approve, amend or disapprove the report of the sub-committee.

Other Use Privileges

The Club may allow use of the golf, tennis, fitness and clubhouse facilities (except any areas that may be designated as member-only) by non-member users from time to time upon payment of the required use fees and compliance with the rules established by the Club.

Honorary memberships

A limited number of Honorary Memberships may be issued to persons designated by the Club from time to time.  These memberships are in addition to all other memberships to be issued at Gray Plantation and shall be available on terms and conditions and allow such privileges as shall be established by the Club.  The Honorary Memberships and the users of these Honorary Memberships may be changed at any time by the Club and a new user designated to use the membership privileges from time to time. However, the Club may designate up to five Honorary Memberships that shall be permanent lifetime memberships for those persons designated by the Club and their immediate families.

Tournament Play, Special Events, & Group Outings

The Club has the right to designate persons to use any or all of the Club Facilities, including the golf, tennis, fitness, and dining facilities, for any purpose and upon such terms and conditions as are established from time to time by the Club.  The persons designated to use the Club Facilities may include, without limitation, persons who are prospective members at Gray Plantation, persons who are prospective purchasers of residences or homesites in Graywood or such other eligible communities as may be designated by the Club, persons who are involved in special events held at Gray Plantation and employees at Gray Plantation.  The persons designated by the Club are subject solely to approval by the Club.

The Club shall have the right at any time to hold promotional and other special events, including golf tournaments and group outings, and to promote Graywood and Gray Plantation in advertisements and promotional materials by making reference to Gray Plantation and the availability of memberships.  The Club reserves the right, in its sole discretion, to restrict or otherwise reserve in advance the Club Facilities or any portion thereof, including the golf, tennis, fitness and clubhouse facilities, for maintenance, tournaments, group outings and other special events from time to time.

Use of Other Club Facilities

The Club reserves the right to enter into reciprocal use arrangements with other clubs, including but not limited to, other clubs owned, controlled or managed by the Club or its affiliates, which would allow members at Gray Plantation to use the facilities at other clubs and the members at other clubs to use the facilities provided at Gray Plantation.  The terms of such use and the fees to be paid for the reciprocal use privileges will be established by the Club from time to time.  The reciprocal use privileges may be terminated at any time in the sole discretion of the Club.

Acknowledgement of Membership Privileges

Membership at Gray Plantation is not an investment in the Club or the Club Facilities and does not provide the member with any equity or ownership interest or any other property interest in the Club or the Club Facilities.   Membership at Gray Plantation allows the member to use the Club Facilities, but does not grant to the member a vested or prescriptive right or easement to use the Club Facilities.  Members do not have any interest in the income of the Club and do not have the right to receive any of the Club's assets if the Club is dissolved.  A member only obtains a non-exclusive revocable license to use the Club Facilities in accordance with the terms of this Membership Plan, as it may be amended from time to time.

Modification and Termination of Membership Plan

The Club reserves the right to terminate this Membership Plan, to terminate all memberships at Gray Plantation with or without cause, to terminate any particular membership at Gray Plantation with or without cause, and to sell, lease or otherwise dispose of the Club Facilities to an equity member-owned club or to any other third party.

In addition, the Club further reserves the right to amend and modify this Plan for the Offering of Memberships in any manner it deems appropriate provided such amendments and modifications are not materially adverse to the privileges of the Club Members in the sole and absolute discretion of the Club.  All members agree to be bound by any changes to this Membership Plan.  Any amendment or modification to this Plan for the Offering of Memberships which is materially adverse to the privileges of the Club Members in the sole and absolute discretion of the Club must be approved by a majority of the members that would be affected by the proposed amendment. 

In the Event of a Sale of Club Facilities

Any subsequent purchaser of the Club Facilities from the Club shall acquire the Club Facilities, subject to all of the terms and conditions of this Membership Plan, as it may be amended from time to time, unless this Membership Plan is terminated as described above prior to the closing of the proposed acquisition.  In the event the Club sells the Club Facilities to a third party or converts the Club Facilities to an equity member-owned club, the Club may assign its rights and obligations under this Membership Plan and the Applications for Membership Privileges and Membership Agreements to the subsequent purchaser, in which event the Club shall be released from all liability under this Membership Plan and the Membership Agreements.