BY-LAWS

ARTICLE I -NAME
1. The name of this organization shall be OLIVE BRANCH RECREATIONAL CLUB, INC.
2.  An appropriate corporate seal shall be adopted for the corporation by the Board of Directors, hereinafter created.

 ARTICLE II -LOCATION
1. The Club shall have its principal place of business at the Club premises. Olive Branch, Mississippi.

ARTICLE III
1.   The Club is nondiscriminatory as to race, religion, national origin or sex and is organized solely for the recreation and pleasure of its members and for the general civic improvement under Chapter IV. Title 21, of the Mississippi Code of 1942 and amendments, thereto.
2.  The Club shall issue no shares of stock nor divide any dividends or profits among its members.
3.  This Club shall  have  and  exercise  all  powers conferred  by  its charters and the Laws of the State of Mississippi, said powers to be exercised in accordance with these Bylaws. The entire government control and regulation of this Club and entire ownership handling, encumbering and disposing of the club`s property and assets is hereby veiled and reserved exclusively for members, but said power may be delegated by said members acting in accordance with these By-Laws, to any officer or The Board of Directors.

ARTICLE IV-DIRECTORS
1.  The business of this corporation shall be managed and controlled by a Board of Directors, who shall be members of the Club, spouses of members or eligible dependents of members, as defined by Article VI, Section 6, who are at least 21 years of age. The Directors of the Club shall consist of a minimum of twelve (12) members.  The Directors shall be elected by the Club membership at the Clubs annual meeting. Directors shall serve for a period of three (3) years.
2. A majority of members of the Board of Directors shall constitute a quorum.   If the office of any director becomes vacant by reason of death, resignation, disqualification, or otherwise, the remaining directors shall elect a qualified successor from the Club's membership to serve until the next annual meeting.
3. Meetings of the Board of Directors shall be held at such time and place as may be determined by the Chairman of the Board of Directors, who shall be elected by the Directors. Meetings may be also called upon the written request of three (3) members of the Board of Directors. Notice of all meetings of the Directors shall be given at least one day in advance and all Directors duly notified.
4. The directors shall have full authority to transact all business of the corporation and control all the Club properties; shall generally do whatever in its discretion for the best interest of the corporation: but the board shall have no power to sell, lease, mortgage or otherwise dispose of, or encumber, the corporation's real estate without such authority previously given at a special or regular meeting of the members of the corporation.

ARTICLE V - OFFICERS AND COMMITTEES
1.   The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer, all of whom shall be Directors. The term of office of each officer shall be one (1) year or until his successor is duly qualified and elected.
2. The officers shall be elected by the Directors immediately following the annual meeting of the membership.   Vacancies in any office shall be filled by the Directors for the unexpired term.
3. The President shall be a Chairman of the Board of Directors.  The President shall be authorized to perform all powers as set forth in the By-Laws and by the Board of Directors.  The President shall vote only at meetings of the Club members and the Board of Directors in case of a tie.  He shall preside at all meetings of the membership and decide all questions of order and shall be an ex-officio member of all standing committees. The President shall sign all legal documents for the corporation with the approval of the Directors.   The President is authorized and directed, with the advice and consent of the Directors, to create and appoint from the Club members any committees deemed necessary and advisable for the proper operation of the Club. 
4.  The Vice-President shall perform all of the duties of the President in the event of the absence or disability of the President.
5.   The Secretary shall have custody of the corporate seal, charter, By-Laws, membership certificate list and all other records pertaining to the corporation's business, all of which shall be opened to any member of the Club at reasonable times during the day. The Secretary shall execute, with the President, all legal documents as required by the President and authorized by the Directors.   The Treasurer shall collect all dues, fees, and assessments.
6.   The Treasurer shall at all times keep current records of the status of such funds and shall make reports thereon at all meetings of the Directors and members, the Treasurer shall disburse the funds of the corporation upon authorization by the Directors with checks signed by the President, Vice President, or their designees, as reflected in the minutes and on the appropriate bank signature cards.

 ARTICLE VI -MEMBERS
1.  This corporation shall not have capital stock, and membership in the corporation shall be represented by membership certificates.  Such certificates only represent the right to use and enjoy the benefits of' the corporation's recreational facilities, upon the further payment of reasonable charges based upon use.
2.  The membership certificates shall he issued to each holder of a fully paid membership, numbered consecutively in accordance with the order of issue, and bear on its face the following statements.
a. The amount of membership fee shall be, as directed by the Board of Directors.
b.  The membership certificate, No. ____, is issued and accepted in accordance with and subject to the conditions restrictions stipulated in the Articles of Incorporation and By-Laws and amendments to the same of the Olive Branch Recreational Club, Inc.
c. Transfers of membership certificates shall be made only upon the books of the corporation, only to persons eligible to become members, only with the approval of the Board of Directors and only when the member transferring is free from indebtedness to the corporation.
d. No member of this corporation shall be entitled to more than one vote at meetings of the members or to hold more than one of the membership certificates of the corporation.
3.  All transfers of membership certificates shall be made upon the books of the corporation upon the surrender of the certificates covering the same by the holders thereof or by their legal representatives, but only with the approval of the Board of Directors and only to persons eligible to become members and only when the transferring member is free from indebtedness to the corporation.   The corporation shall have the first option to purchase the membership certificates at its face value and no other sale will be made unless the corporation shall fail after thirty (30) days notice in writing so to purchase the membership certificate, under no circumstances will the corporation be obligated to purchase the membership certificate.
4.  Membership certificates shall be cancelled upon the death of a member, or in case of membership in the corporation is terminated for any cause as provided in the By-Laws and such loss of membership by death or otherwise shall terminate all interest of such member and cancellation of the deceased's membership certificate. The surviving spouse or other immediate family member desiring to continue such family's membership may be granted, upon application to the Board of Directors and upon the issuance of a new membership certificate to such survivor, be transferred without additional membership fee.
5.  Monthly dues shall be established by the majority vote of members attending annual or special meetings. Special and exceptional membership dues shall be directed by the Board of Directors.
6.  Each member's eligible dependents which only include a member's spouse, and unmarried children from birth, up to age nineteen (19) (age twenty-three [23] if a full-time student in an accredited school or college) shall be entitled to all privileges and courtesies of the Club other than voting without owning a certificate of membership or paying fees.
7. Any membership holder may designate the privilege of voting to his or her spouse or any other member in good standing, by proxy, in writing.
8.  Each member or members of each member's family may invite visitors at any time. The member must accompany such guests and pay such fees as designated by the Board of Directors.  The Board of Directors shall be empowered to limit or change this privilege at any time they deem desirable for the best interests of the Club.
9. Any member of this Club or persons entitled to the privileges and courtesies of the Club may be expelled by a three-fifths vote of the Directors for repeated violations of any of the By-Laws, rules or regulations or for any misconduct deemed sufficient, said member's name shall be brought up for vote by any member of the Board of Directors. A member or person thus expelled shall not be eligible to subsequent membership or to any of the privileges and courtesies of the Club.  In case of expulsion, all rights and payments made by said member or person expelled shall be forfeited to the Club.
10. The Board of Directors shall have power to consider all special and exceptional membership applications and make such rules and orders governing each case according to the merits of the membership application.

ARTICLE VII- USE OF FACILITIES OF CLUB
1.  No resident of Desoto County or Shelby County other than the members of this Club and their families and guests as provided in these By-Laws shall be entitled to use the golf, tennis, fishing, swimming or other athletic facilities of this Club. The Board of Directors is hereby authorized and directed to adopt rules and regulations as to the use of the Club property and facilities both athletic and otherwise by members and other persons or inconsistent with the By-Laws and the said Board of Directors in making said rules is hereby authorized to make charges for use of said Club property or facilities for the giving of entertainment or parties and is further authorized to allow said Club to be chartered for entertainment, but provided such charter must be sponsored by this Club or a member thereof.  Any member sponsoring entertainment or inviting guests to participate in the facilities of the Club shall be responsible to the Club for any damages done to Club property and the Board of Directors may adopt such rules for enforcing the charge for damages as may be deemed advisable.
2.  The Board of Directors is hereby authorized to make reciprocal agreements with any golf club either within or without the State of Mississippi for the use by such club members of the facilities of the Club provided such guests pay the regular fees as fixed by the Board of Directors.

ARTICLE VIII - MEETING AND VOTING
1. The annual meeting of the membership shall be held on the second Monday of November of each year for the election of Board of Directors and to transact any other business deemed advisable.   The Secretary shall give each member at least five (5) days written notice of such meeting, but failure to receive such notice shall not invalidate such meeting or the proceedings thereof.
2.  Special meetings of the membership may be called at any time by the President, by the Board of Directors or by at least five percent (5%) of the voting members signing, dating and delivering to any corporate officer written demand for the meeting, describing the purpose or purposes for which it is to be held. Notice of all special meetings shall be given in the same manner as herein above provided, such notice to contain or state the purpose or purposes for which the meeting is called. This amendment conforms to the requirements of Section 79-11-199 of the Mississippi Code (1972).
3.  All voting shall be by secret ballot and only members in good standing shall be allowed to vote.
4.  A quorum at any annual or special meeting of members shall consist of twenty percent (20%) or more of members of record entitled to vote of the Corporation entitled to be cast on a matter.  If a quorum be not present at an annual or called members’ meeting,  the meeting may be recessed by those present, and a notice of at least fifteen (15) days of such recessed meeting shall be mailed to all members entitled to vote thereat, containing the time and place of reconvening such recessed meeting, that the previous meeting failed for lack of a quorum, and that under the provisions of this Section it is proposed to hold the recessed meeting with a quorum of those present, then, at such recessed meeting, any number of members present and entitled to vote thereat, shall constitute a quorum and the vote of a majority in interest of those present at such meeting shall be sufficient to transact business.   The voting list established for said original meeting, pursuant to Article VI above, shall remain valid, so long as the subsequent meeting is held within one hundred twenty (l20) days of the original recessed meeting.
5.  Roberts Rules of Order shall govern the parliamentary procedure at all meetings unless in conflict with these By-Laws.
6.  The Directors shall post for the benefit of the membership the minutes of each Director's meeting.

ARTICLE IX-ASSESSMENTS
1.  The Board of Directors may from time to time recommend to the membership special assessments for the operation of the corporation. Should a special meeting be called, assessments must he approved by a  majority of the voting membership of Olive Branch Country Club in attendance at a special or annual meeting.

ARTICLE X - ACCOUNTING
I.  The books of the corporation shall be reviewed annually by a Certified Public Accountant.   
2. All officers and directors of the corporation holding funds of the corporation shall be bonded in an amount to be set by the Board of Directors.

ARTICLE XI - AMENDMENTS AND PRINTING OF BY-LAWS
I.  These By-Laws can be amended by a majority vote of the Directors and a majority vote of the membership at a specially called meeting or at the annual meeting. The Secretary of the Club shall cause to be printed a sufficient number of copies of these By-Laws for each member of the Club which expense shall be defrayed from the club treasury.