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Amended and Restated Membership Plan
 
Verandah Club
AMENDED AND RESTATED Membership Plan OVERVIEW
 
Mission Statement
On behalf of Verandah Club (the “Club”), it is our desire and intent to enhance the lives of the people we touch through a timeless and casual atmosphere. We will provide a memorable experience to our members and guests in a warm, personal and genuine fashion. Practices and policies will be established by the Club, which are designed to promote a quality golf experience for all members, and superior club and golf course operations.
Membership Opportunity
This Amended and Restated Membership Plan (this “Membership Plan”) describes the membership opportunities in the Club for all persons who apply for a membership in the Club. The Club is located in the residential community of Verandah (“Verandah”) in Lee County, Florida featuring exceptional golf, tennis, fitness, and dining facilities. 
Membership Categories and Privileges
The Club currently offers the following categories of membership: Full Golf, Club Memberships. The use privileges associated with each category of membership are more fully described in this Membership Plan. The Club reserves the right to add additional membership categories from time to time. Non-Resident Memberships may be recalled as determined by the Club, in the Club’s sole discretion.
Special Membership Benefits
In addition to exceptional Club Facilities (as described below) and an extensive array of programs and activities, membership in the Club offers a number of attractive benefits, including:
·         Immediate Family Privileges. A member and spouse or Significant Other (as defined below), and unmarried children under the age of 23 of either who serve in the United States military, are living at home, or attending school on a full-time basis are entitled to membership privileges without having to pay additional membership dues. 
·         Extended Family Privileges. The father (in law), mother (in law), brother (in law), sister (in law) and grandchildren of the member and spouse or Significant Other, and children of the member and spouse or Significant Other over the age of 23 and their spouses are also entitled to use the Club Facilities as family guests upon payment of any reduced fees established by the Club.
·         No Assessments. Members are not subject to assessments for either operating deficits or capital improvements occurred in normal day-to-day operations of the Club.
·         Inheritability. Upon the death of a member, the membership can be transferred to the member's surviving spouse or Significant Other, as described further in this Membership Plan.
Carefully Review All Membership Documents
Every person who desires to obtain a membership, or owns or purchases a residence or lot within Verandah should carefully read this Membership Plan and all of the referenced documents and should seek professional advice to evaluate these documents.
Rely Only on Information in This Membership Plan
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS MEMBERSHIP PLAN AND THE REFERENCED DOCUMENTS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE CLUB. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF MEMBERSHIP CONTAINED IN THE CLUB DECLARATION OF COVENANTS, THIS MEMBERSHIP PLAN, CLUB BYLAWS, CLUB RULES AND REGULATIONS, AND THE MEMBERSHIP AGREEMENT (COLLECTIVELY, THE "CLUB DOCUMENTS"), WITH OTHER PRINTED MATERIALS OR ORAL REPRESENTATIONS, THE CLUB DECLARATION OF COVENANTS, THIS MEMBERSHIP PLAN, CLUB BYLAWS, CLUB RULES AND REGULATIONS, AND MEMBERSHIP AGREEMENT SHALL GOVERN, IN THAT ORDER.
Memberships are offered only for recreational purposes
MEMBERSHIPS AT THE CLUB ARE BEING OFFERED EXCLUSIVELY FOR THE PURPOSE OF PERMITTING PERSONS ACQUIRING A MEMBERSHIP TO OBTAIN RECREATIONAL USE OF THE CLUB FACILITIES. MEMBERSHIPS SHOULD NOT BE VIEWED OR ACQUIRED AS AN INVESTMENT AND NO PERSON PURCHASING A MEMBERSHIP SHOULD EXPECT TO DERIVE ANY ECONOMIC PROFITS FROM MEMBERSHIP AT THE CLUB. MEMBERS HAVE NO EQUITY, OWNERSHIP OR MANAGEMENT POSITION IN VERANDAH, THE CLUB, THE CLUB OPERATOR, THE CLUB MANAGER, OR THE CLUB OWNER. THIS MEMBERSHIP PLAN, THE CLUB DECLARATION OF COVENANTS, CLUB BYLAWS, AND THE RULES AND REGULATIONS MAY BE CHANGED BY THE CLUB OPERATOR, THE CLUB OWNER, OR THEIR AGENTS AT ANY TIME, AND FROM TIME TO TIME. 
NO FEDERAL, STATE OR GOVERNMENTAL AUTHORITY HAS PASSED UPON OR ENDORSED THE MERITS OF THIS MEMBERSHIP PLAN.
Application Procedure
Persons who desire to acquire a membership should mail or deliver to the Club a completed and signed Membership Agreement, together with any required Membership Fee (as defined below). All Verandah property owners who are subject to the Club Declaration must submit a Membership Agreement for at least the Club Membership level at the following time: (a) if purchasing a lot directly from the owner and master developer of Verandah, then at the time when the property owner is in receipt of the title to the property and the certificate of occupancy for the home constructed on the lot; (b) if purchasing a lot and home from a builder other than the master developer of Verandah, then at the time of the property owner’s lot closing; or (c) if purchasing a lot or home on resale from a seller other than the master developer, then at the time of the property owner’s lot closing. Any Verandah property owner who is subject to the Club Declaration and who fails to complete and submit a Membership Agreement for at least the Club Membership when required will be deemed to have completed the same and agreed to the terms thereof applicable to the Club Membership, including payment of Club Membership dues from the date such owner closes on his or her residential unit or lot, as applicable, and be assigned a Club Membership. 
Membership Director Available To Answer Questions
All inquiries regarding membership in the Club or this Membership Plan and referenced documents should be directed to the Membership Director.
 
TABLE OF CONTENTS
 
 
 
 
Effective Date: January 15, 2013
 
 
 
 
 
This Membership Plan, including the Rules and Regulations, the Membership Agreement and other related Club documents, sets forth the rights and privileges of membership, and for use of the Club Facilities (as described below), for all persons who apply for membership and become members at the Club. This Membership Plan amends, restates, and replaces, in its entirety, that certain membership plan effective November 2007, and as previously amended. Additional rights and obligations of members who own property in Verandah are further set forth in the Verandah Club Declaration of Covenants, as may be amended and supplemented from time to time (“Club Declaration”). The Club Declaration is recorded or will be recorded against all of the unsold lots and residential units within Verandah that are owned by the master developer and its affiliates, and certain lots and residential units that have previously been sold may also become subject to the Club Declaration by written consent, joinder or agreement of the owners of such lots and residential units that is recorded in the Public Records against title to those lots and residential units. 
The Club provides the following exceptional Club Facilities:
·         36 holes of championship golf
o   Old Orange, designed by Robert Cupp
o   Whispering Oak, designed by Jack Nicklaus and Jack Nicklaus II
·         Golf Practice Facilities
·         Golf Shop
·         Locker Facilities
·         Fitness Center
·         Restaurant
·         Tennis Courts
The Club may, in its discretion, allow all members to use any such additional Club Facilities, and charge additional dues for all members or certain categories of membership, or give members the option to use the Club Facilities upon terms and conditions to be determined by the Club in its sole discretion.
Verandah Development LLC, a Florida limited liability company and/or its affiliates, successors and assigns(“Club Owner" or “Club Operator”), owns and operates the Club and the Club Facilities. Club Owner and Club Operator are hereinafter sometimes collectively referred to as the "Club.” 
The Club currently offers the following categories of membership: Full Golf, Club, and Non-Resident Memberships. The use privileges associated with each category of membership are more fully described below. 
The Club reserves the right, from time to time, to change the categories or privileges of memberships which are available, including without limitation, the addition of different categories of membership. The Club also reserves the right, from time to time, to modify playing privileges for each category of membership and to establish rules governing access, sign-up privileges, and starting times with respect to the golf course and other recreational facilities of the Club in order to provide the utmost in playing pleasure for all members.
The Club shall have the right to designate other persons, including without limitations, persons who are employees of the Club or the Club Owner, who are prospective purchasers of property in Verandah or who are involved in tournaments held by the Club or the Club Owner, to use any or all of the Club Facilities upon such terms and conditions as are determined from time to time by the Club.
In order to provide availability of the Club Facilities and services to members, the Club is currently offering a limited number of Full Golf Memberships.   
Only Verandah property owners may acquire Full Golf Memberships. A property owner who acquires a Full Golf Membership at the Club ("Full Golf Member") will be entitled to use all of the Club Facilities. Full Golf Members will not be required to pay any greens fees for use of the golf course, but will be required to pay cart fees and other associated use fees as set by the Club.   Full Golf Members have limited transferability of their Full Golf Membership through the Club upon the sale of their property, subject to the terms of this Membership Plan. If a Full Golf Member owns more than one property in Verandah, the Full Golf Member may request the Club to transfer the Full Golf Member’s membership from one of the Full Golf Member’s properties to another upon payment of an administrative fee that may be established by the Club.
Only Verandah property owners may acquire Club Memberships. Verandah property owners are required to join and maintain a membership at the Club at least at a Club Membership level as to each residence or lot owned by such person. All members who acquire a Club Membership (“Club Members”) are entitled to only use certain Club Facilities, which include, the fitness center, restaurant, tennis courts and the pool, and shall have limited access to the golf course facilities as follows. Club Members enjoy unlimited play at Verandah exclusively from May 1st thru September 30th.  In the months of October, November and December, the Club Member may play a total of four (4) rounds each month. Applicable Guest Fees apply for all rounds.  Club Members shall not have any golf privileges, as a guest of a Full Golf Member or otherwise, in the months of January, February, March or April.  The golf privileges of Club Members may be modified by the Club from time to time in its sole and absolute discretion. Upon the sale of a member’s property in Verandah that is subject to the Club Declaration, the subsequent buyer is required to join the Club at least as a Club Member. 
Non-Resident Membership categories are offered to persons who do not own property in Verandah, and may be recalled by the Club at any time, in the Club’s sole discretion, except as specified below.  Recalls will be based on the members’ original membership dates, with members having the least seniority being recalled first. Currently, Non-Resident Memberships include: (1) Non-Resident Full Golf
From time to time, and in the Club’s sole discretion, the Club may offer Non-Resident Full Golf Memberships to persons who do not own property in Verandah. Furthermore, the terms and conditions of the Non-Resident Full Golf Membership shall be determined by the Club at the time of the offering of such membership.   
       
Members may upgrade to a higher category of membership, in the sole discretion of the Club, if the higher category of membership is then available and not reserved (as explained on page 4). In order to upgrade, the member shall pay to the Club the difference between the Membership Fee previously paid by the member for the lower category of membership and the Membership Fee then charged for the higher category of membership. Because of the limited number of memberships and the reservation of memberships by the Club, a member may not be able to upgrade to a higher category of membership. Upgrading members will retain current transferability status.
A Full Golf Member may downgrade to a Club Membership at any time. A downgrade will require the member to resign his or her existing membership in favor of the lower membership category. The downgrade will become effective upon the later to occur of the following: (i) thirty (30) days after the Club’s receipt of written notice of the downgrade request; or (ii) the date all outstanding amounts owed to the Club have been paid in full. A member whose downgrade request has become effective shall be referred to as a “Downgrade Member.” A Downgrade Member shall not be eligible to apply for a higher level of membership in the Club for a period of three (3) years from the effective date of the downgrade, unless Club Owner, in Club Owner’s sole and absolute discretion, modifies or waives, in writing, this restriction on upgrading the membership.
The total number of Full Golf Memberships and Non-Resident Full Golf Memberships (if applicable) permitted to be issued at the Club will be limited to an aggregate of seven hundred fifty (750) dues-paying memberships.
The Club may, in its sole discretion, limit the number of memberships available in any category of membership as the Club determines appropriate from time to time.
            The property owner of: (i) every Verandah residence or lot that was purchased from the master developer of Verandah, or an affiliated entity, and is subject to the Club Declaration, or (ii) any other Verandah residence or lot that is subject to the Club Declaration, must be a member of the Club in at least the Club Membership category as to each property owned by such person (with only one “property owner” being designated per residence or lot). Each such property owner must maintain at least a Club Membership in good standing as long as the owner continues to own property in Verandah. There will be a sufficient number of Club Memberships such that the property owner of each residence or lot within Verandah will be able to acquire a Club Membership. Each purchaser shall apply for at least the Club Membership at the Club in accordance with the Application Procedure expressed herein, and the Membership Agreement for the Club Membership level will be approved and accepted automatically by the Club. If a person acquires two (2) or more residences or lots in Verandah, the person must acquire and maintain at least a Club Membership for each residence or lot.  
 
A member's immediate family will be entitled to use the Club Facilities in accordance with the member's category of membership. A member's immediate family includes the member's spouse or Significant Other (as defined below) who permanently reside with the member, and their unmarried children, under the age of twenty-three (23), who serve in the United States military, are living at home, or attending school on a full-time basis. A “Significant Other” is an individual who permanently resides as a domestic partner with an unmarried member and who has been designated by the member as such in the Club’s records. Such a designation may be permitted, in the Club’s sole discretion, upon approval of the Membership Agreement and payment of any applicable fees. A Significant Other designation may be changed only once during any calendar year.  
The Club reserves the right from time to time, to permit the extended family of a member or member’s Significant Other to use the membership privileges upon payment of such reduced fees as may be established by the Club. The extended family shall include the father (in law), mother (in law), brother (in law), sister (in law), grandchildren, and children of both the member and Significant Other over the age of twenty-three (23) and their spouses or significant others. The Club may modify or terminate this privilege and establish such rules with respect thereto as it may determine from time to time.
Members may have guests use the Club Facilities in accordance with the member's category of membership and the Rules and Regulations of the Club. The Club may limit the number of guests and the number of times a particular guest may use the Club Facilities during each Membership Year (as defined below). The member will be responsible for the payment of all charges incurred by his or her guests within the customary billing and collection procedures of the Club, including any applicable daily guest fees established by the Club from time to time. Members will also be responsible for the actions and conduct of their guests. The Club may deny access to any guest who fails to abide by the Club's Rules and Regulations. Notwithstanding the foregoing, residents of Verandah who are not members of the Club cannot use the Club Facilities or be a guest of a member at any time.   
In accordance with the Club Declaration, property owners may designate the lessee (“Designated User”) of his or her residential unit located in Verandah as the beneficial user of the membership upon application and approval by the Club. A Designated User shall be entitled to the same rights to use the Club Facilities as the lessor member upon payment of applicable fees and charges as may be established by the Club from time to time. During the Designated User’s lease term, the lessor member and the lessor member's family (immediate and extended) will not have any membership privileges, but will be obligated to pay dues with respect to the membership. The lessor member will be responsible for the deportment of the Designated User and for all charges incurred by the Designated User that are not paid within the customary billing and collection procedures of the Club. Lessor members are required to provide the Club with a copy of the executed lease prior to the issuance of membership use privileges. Membership use privileges will terminate on the earlier of the expiration of the lease term or the membership use privileges. The Designated User privileges may be modified, denied, withdrawn or revoked at any time for reasons considered sufficient by the Club.
A membership will be reserved for the buyer or subsequent owner of each residence or lot in Verandah owned by an Existing Member (as defined hereinafter in the Section of this Membership Plan entitled "Previously Existing Memberships"). If the buyer or subsequent owner of the Existing Member's property in Verandah desires a membership, the buyer or subsequent owner will be required to make the property subject to the Club Declaration at the time of acquiring a membership. The Club Declaration is a covenant that will run with the Verandah property, and will require the buyer and all subsequent owners of the Verandah property to be at least a Club Member as long as they own the property. Club Memberships will be made available to the subsequent purchasers of all Verandah properties that are subject to the Club Declaration, but all other unissued Club Memberships may be reserved by Club Owner and there is no assurance that a Club Membership will be available for the subsequent purchasers of Verandah properties that are not subject to the Club Declaration.
All of the other unissued memberships will be reserved by the Club and will not be considered to be available memberships in the Club. The Club may not be compelled to sell a reserved membership. The Club may issue a reserved membership to any person who the Club, in its sole discretion, determines appropriate from time to time, including persons who do not own a residence or lot in Verandah.
The Club may allow the purchaser of a residence or lot in Verandah to use the Club Facilities as a member prior to the closing on his or her residence or lot. The purchaser will be required to pay the applicable Membership Fee, sales tax, and any other dues, fees and other charges established by the Club from time to time. In the event the purchaser does not close on the residence or lot, the Club may terminate the membership privileges by returning to the purchaser the Membership Fee, and the unused portion of any dues, fees and charges paid by the purchaser in advance for the remainder of the Membership Year.   The discontinued member shall not be entitled to a refund from the Club for any sales tax paid. In this eventuality, a membership will thereinafter be made available to the purchaser only in the discretion of the Club and subject to such terms and conditions as the Club deems appropriate in its sole and absolute discretion. 
Only one membership may be acquired for each residence or lot in Verandah, regardless of the number of owners of the property. 
If memberships are not available, the Club will establish a waiting list of those persons who have notified the Club in writing of their desire to purchase a membership. Property owners in Verandah will have priority over non-property owners to acquire any available memberships.
Each person who desires to acquire a membership will be required to pay an initial non-refundable membership fee (“Membership Fee”) as determined by the Club from time to time, provided, however, from time to time, the Club may, in the Club’s sole discretion, waive the Membership Fee. The Club may also create and implement certain incentive-based membership offerings, which may waive or reduce the Membership Fee for potential members. Membership Fees are not transferable, except as specifically provided in this Membership Plan. Membership Fees are nonrefundable under any circumstance, unless specifically stated otherwise herein. 
In addition to the Membership Fees, members shall also be required to pay to the Club all sales taxes and other taxes due in connection with the purchase of the applicable membership.
The Club makes no representations and expresses no opinions regarding the federal, state or local income tax consequences of acquiring a membership or with respect to any Membership Fees paid to the Club. All persons acquire their membership subject to all applicable tax laws, as the same may be amended from time to time. Accordingly, members should consult with their own tax advisors with respect to the tax consequences of any Membership Fees. Moreover, the Club makes no representation and expresses no opinion regarding any ad valorem taxes or non-ad valorem assessments which local government may impose upon the land on which the Club Facilities are situated.
A member may transfer his or her membership only to the Club by resigning the membership and arranging for the Club to reissue the membership. Should a member desire to resign from the Club, the member shall be required to give 30-days prior written notice to the Club. Resignation of a membership is irrevocable, unless otherwise determined by the Club. 
Members who own a residential unit or lot in Verandah that is subject to the Club Declaration cannot resign their membership as long as they own their property in Verandah, and may only resign upon the transfer of title to their Verandah property. Non-Resident Members and members who own property in Verandah that is not subject to the Club Declaration may resign their membership at any time. A member wishing to resign must notify the Club in writing that the membership is resigned. The effective date of resignation will be the date thirty (30) days after the receipt of written notice by the Club, subject to the payment in full of all obligations to the Club, as described below. Once the resignation is effective, the member will be a “Resigned Member” and the Resigned Member will have no membership rights of any kind. If a member elects a leave of absence, upon expiration of his or her leave of absence, the member must elect to either (i) resign from the Club, as provided herein, or (ii) return to the same membership status (prior to his or her leave of absence). If the Club does not receive written notice of the member’s election within thirty (30) days of the date hereof, the Club will return the member to the same membership status (prior to his or her leave of absence).  
No notice of resignation will be effective until the total Membership Fee (and all taxes thereon) then due is paid in full and all unpaid fees, club accounts, dues and other amounts owed to the Club are paid in full. Until all amounts are paid in full, any notice of resignation attempted to be given by the member shall be null and void and shall not have any force or effect, nor will the membership be eligible for any type of transfer. 
If a member who is not subject to the Club Declaration resigns his or her membership, the member shall not be eligible to re-apply for any category of membership in the Club for a period of three (3) years from the effective date of the resignation, unless Club Owner, in Club Owner’s sole and absolute discretion, modifies or waives, in writing, this restriction on re-joining the Club. 
A member who is in good standing, who is selling his or her residential property (“Selling Member”) within Verandah may notify the Club of his or her intent to resign the membership effective as of the transfer of title to the property and shall have the ability to arrange through the Club for the purchaser of that residential property to have preferred eligibility to acquire from the Club the membership made available by the Selling Member, or a membership in a higher category, if available ("Direct Transferability"). If the purchaser of the Verandah property of a Full Golf Member wants a Club Membership instead of a Full Golf Membership, the Full Golf Member may have their Full Golf Membership placed on the resigned list and downgrade to a Club Membership so that the purchaser of the member's Verandah property may acquire the Club Membership in accordance with the requirements of this section of the Membership Plan. In all cases. the purchaser must apply for membership, be approved and pay to Club Owner in full the current Membership Fee, as applicable, sales tax and all other amounts then due. The Selling Member must give the Club effective notice of his or her resignation, and if the property is not subject to the Club Declaration, the purchaser must acquire a membership from the Club between the date of executing the purchase agreement for the residential property and thirty (30) days after the closing for Direct Transferability to be applicable. 
If the Verandah property being sold is subject to the Club Declaration, the purchaser of the property must acquire at least a Club Membership to be effective upon the transfer of title to the property, in accordance with the Club Declaration. 
Except as specifically set forth below, the Selling Member may not advertise the sale or transfer of such membership (or any other aspect of such membership) in any medium, including without limitation, in any newspaper or other print publication, the Multiple Listing Service, or in any electronic medium. Notwithstanding the foregoing, the Selling Member may advertise in the Multiple Listing Service or in another publication or medium approved in advance in writing by the Club that a membership “is available” with the purchase of the Selling Member’s residential property; provided, however, that the terms and conditions of the sale or transfer of such membership may not be advertised in the Multiple Listing Service or in any publication or medium at any time. If the Selling Member violates this provision, the Selling Member will lose the Direct Transferability right.
A membership of a deceased member will be terminated upon the death of the member unless the membership is continued by a surviving spouse or Significant Other, as permitted below. Upon termination of the membership under this provision, unused dues will be refunded on a pro-rata basis based on the month in which the membership is terminated, less any outstanding amounts due the Club. In the event of a member's death, the heirs, successors, assigns and estate of the member shall be liable, to the extent permitted by law, for any dues accrued (if any) and charges incurred (if any) by the member until the date of his or her death. 
Upon the death of a member whose property in Verandah is not subject to the Club Declaration, the membership may be transferred to the member's surviving spouse or Significant Other by will or other estate planning document without the payment of any additional Membership Fee or other membership contribution (provided that the surviving spouse or Significant Other must own property in Verandah if property ownership is a requirement for such membership) unless the Club has received written notice from the surviving spouse or Significant Other within six (6) months following the member's death that the membership is to be terminated. If (a) there is no surviving spouse or Significant Other, or (b) the surviving spouse or Significant Other does not desire to continue the membership and notifies the Club in writing, or (c) the surviving spouse or Significant Other does not meet the property ownership requirements for membership, then (i) all rights to use the Club Facilities shall terminate, effective as of the date the Club determines that the membership will not be continued (the "Discontinuation Date"), and (ii) the Club will repay any unused dues on a pro-rata basis based on the month in which the membership is terminated, less any outstanding amounts due the Club, to the surviving spouse or Significant Other (if the membership has been transferred to the surviving spouse or Significant Other by will or other estate planning document), or otherwise to the estate of the deceased member in accordance with the Resigned List refund policy described herein. If repayment is to be made to someone other than the surviving spouse or Significant Other or the estate of the deceased member, the estate, heir, successor or assign must provide the Club with all documents necessary for the Club to verify the right of such other person to receive the repayment.
Upon the death of a member whose property in Verandah is subject to the Club Declaration, the subsequent owner of the property must acquire at least a Club Membership, to be effective as of the date of transfer of title to the property, in accordance with the Club Declaration.  
In the event of a divorce or separation, the membership, including all of its rights and benefits, will vest in the person awarded the membership by an agreement of separation or a divorce decree, provided that the person awarded the membership owns property in Verandah (if property ownership is a requirement for such membership) and, if that person is not currently a member, he or she applies and is approved for membership. Until the award of the membership and written notice thereof is provided to the Club, both the member and the member’s former spouse will continue to be jointly and severally liable for all dues and charges and both may continue to enjoy use privileges so long as such amounts are timely paid. The Club reserves the right, in its sole discretion, not to transfer the membership to either person if the Club, in its sole discretion, is unable to determine the person who is lawfully entitled to receive the membership. In the case of divorce, if the Club has been unable to determine which person is legally entitled to the membership within six (6) months after the date of the divorce decree, the membership shall automatically be deemed resigned, provided that if the property is subject to the Club Declaration, the owner of the property must have at least a Club Membership, pursuant to the Club Declaration.
The Club will determine, in its sole discretion, the amount of dues, fees and charges to be payable by members each Membership Year. The payment of annual membership dues shall be a condition of membership in the Club and shall be payable on an annual, quarterly or monthly basis, as determined by the Club. The current dues, fees and charges for use of the Club Facilities are indicated on the Schedule of Dues and Charges (which can be obtained from the Membership Director). The amount of dues, fees and other charges is subject to change from time to time by the Club and is subject to state sales tax. The payment of dues will not be abated for any reason, other than a leave of absence as described in the following section. For promotional purposes, the Club reserves the right to waive dues for limited periods of time in the Club’s discretion. Dues, fees and charges which remain unpaid for a period of thirty (30) days shall be assessed late charges of 1.5% per month until paid in full or the membership is terminated as provided in the Club's Rules and Regulations. A member who is terminated by the Club (for failure to pay dues, fees or other charges, or for any other reason) will not be permitted to (i) be the guest of a member of the Club or any other club owned by any affiliate of Club Owner, or (ii) otherwise use the Club or any other club owned by any affiliate of Club Owner.
A Full Golf Member may apply to the Club for one (1) leave of absence for a maximum period of one (1) year. The request for a leave of absence must be made in writing and must state the reasons for the leave of absence. The reason must be approved by the Club in its sole and absolute discretion. The leave of absence, if granted, shall be upon the terms and conditions established by the Club from time to time. If the leave of absence is approved by the Club, the member shall pay a fee equal to the greater of: (i) one-half of the annual dues for the member's category of membership, or (ii) the annual dues for a Club Membership. The member shall (i) have the same privileges as a Club Member, (ii) have no other privileges to use the Club Facilities during the leave of absence and (iii) not have to pay any other dues for this period. The member may reactivate the membership at any time by providing written notice to the Club and paying prorated dues for the remainder of the Membership Year.
Members will pay membership dues, fees and other charges established from time to time. Members will not be subject to any liability for capital or operating assessments for the costs and expenses of ownership or operation of the Club or the Club Facilities except for assessments required to pay "extraordinary repairs or replacements." "Extraordinary repairs or replacements" shall mean repairs or replacements to the Club Facilities, which result from acts of God and any events beyond the reasonable control of the Club. Membership dues and annual increases in the amounts of membership dues shall not be deemed an assessment for purposes of this provision, provided that the annual increases in dues do not exceed the limitation set forth in the Club Declaration. The Club operating budget and the calculation of the dues may include a reserve for capital replacements and improvements and this shall not be deemed an assessment for purposes of this provision. 
So long as the Club Facilities are owned by Club Owner, Club Owner will pay all operating deficits incurred in the operation of the Club Facilities and will be entitled to all operating revenues resulting from operation of the Club Facilities.
The Club's “Membership Year” will constitute the 12-month period commencing January 1 and ending December 31, unless otherwise established by the Club from time to time.
Membership in the Club permits the member to use the Club Facilities in accordance with this Membership Plan and the Rules and Regulations as may be amended from time to time. Membership is not an investment in Verandah, the Club, the Club Facilities or Club Owner, and does not give a member a vested or prescriptive right or easement to use the Club Facilities. Membership does not provide a member with an equity or ownership interest or any other property interest in the Club. A member only acquires a revocable license to use the Club Facilities in accordance with the terms and conditions of the Membership Plan and Rules and Regulations, as the same may be amended from time to time, and the Membership Agreement.
The Club reserves the right, in its sole discretion, to modify this Membership Plan and the other Club Documents, to reserve memberships, to issue, modify or terminate any type or category of membership, to convert the Club into an equity member-owned club, and to make any other changes in the terms and conditions of membership or in the Club Facilities available for use by members, provided that the Club shall not modify the Club Documents to eliminate the members' Right of First Offer (as described below and more particularly described in the Club Declaration). 
Each person who desires to become a member must mail or deliver to the Membership Director a fully completed and signed Membership Agreement, along with a check for the applicable Membership Fee, sales tax, and any other amounts then due. Membership Agreement forms are available at the Membership Office at the Club. 
Review of Membership Agreement
All applicants desiring a membership must be approved by the Club. The Club may require an interview with the Membership Director, and/or other designees of the Club. After receiving the Membership Agreement, the Club will determine whether the applicant has satisfied the relevant conditions of membership. In the event the Membership Agreement is not approved, the applicant will receive a refund of all amounts (if any) previously paid in connection with the Membership Agreement, without interest. If the applicant is accepted, a membership card will be provided for the applicant and all others who are properly designated to have charge privileges.
The members of the Club agree to be bound by the terms and conditions of this Membership Plan and the Rules and Regulations of the Club, as amended from time to time, and irrevocably agree to fully substitute the membership privileges acquired pursuant to this Membership Plan and Rules and Regulations for any present or prior rights in or to use of the Club Facilities.
A number of existing memberships for use of the Club Facilities were previously acquired by members (the "Existing Members") prior to the effective date of this Membership Plan, which is January 15, 2013 (the "Effective Date"). The memberships held by the Existing Members shall be governed by the terms of this Membership Plan, and the Club's Rules and Regulations and By-Laws, except that: (i) the refundability of their memberships shall be governed by the applicable provisions of the Previous Club Documents (as hereinafter defined), and (ii) the privileges to use the Club Facilities of memberships that are no longer offered under this Membership Plan (such as Dining Memberships, for example) shall be governed by the applicable provisions of the Previous Club Documents. Some of the Existing Members paid a refundable membership deposit to acquire their membership, and their right to a refund of their membership deposit will continue to be governed by the Verandah Club Membership Plan dated November 2007, as amended by the First Amendment to Verandah Club Membership Plan dated effective November 7, 2008, the Second Amendment to Verandah Club Membership Plan dated effective September 1, 2009, and the Third Amendment to Verandah Club Membership Plan dated effective March 1, 2011 (collectively, the "Previous Club Documents").
The Verandah properties owned by Existing Members are not subject to the Club Declaration, unless an Existing Member elects to have his or her Verandah property become subject to the Club Declaration.  While Existing Members are not obligated to have their Verandah property become subject to the Club Declaration, Existing Members are encouraged to do so.   
 
Non-Member Owners
There are a number of existing Verandah property owners who are not members of the Club (the "Non-Member Owners") who acquired title to their property prior to the Effective Date of this Membership Plan, which is January 15, 2013. The properties of Non-Member Owners are not subject to the Club Declaration. Non-Member Owners, at their option, may elect to have their Verandah property become subject to the Club Declaration and acquire a membership in the Club until April 30, 2013. Making their property subject to the Club Declaration and acquiring a membership on or before April 30, 2013 will ensure that a Club Membership will be available to the subsequent owners of the Non-Member Owner's property in Verandah. The Club Declaration is a covenant that will run with the Non-Member Owner's Verandah property, and will require the Non-Member Owner and all subsequent owners of the Non-Member Owner's Verandah property to be at least a Club Member as long as they own the property. If a Non-Member Owner elects not to acquire a membership in the Club and have their Verandah property become subject to the Club Declaration on or before April 30, 2013, there is no assurance that a membership in the Club will be available to the Non-Member Owner and the subsequent owners of the Non-Member Owner's property in Verandah.
Invitational Memberships
In order to introduce the Club to prospective members, the Club may, in its sole discretion, offer Non-Resident Invitational Golf and Non-Resident Dining Memberships on an annual or seasonal basis ("Invitational Memberships"). Invitational Members will be entitled to use the Club Facilities on such terms and conditions as determined by the Club from time to time. Invitational Memberships will not be available to persons who own a residence or lot in Verandah. Invitational Memberships will be recalled as determined by the Club. 
The Club may issue up to five (5) memberships per eighteen (18) holes of golf in the Club (“Club Owner’s Memberships”) to such persons as Club Owner determines appropriate from time to time. These Club Owner’s Memberships will be in addition to all other memberships and will be available on such terms and conditions as Club Owner determines appropriate. Club Owner Membership Members shall have the same privileges as Full Golf Members and may or may not pay the same fees and charges as Full Golf Members as determined by Club Owner from time to time. Club Owner Membership Members will not be obligated to pay dues unless the Club is ever converted into an equity member-owned equity club. Furthermore, the Club will have the right to designate other persons who will not count toward membership limits, including, without limitation, officers, directors, partners, shareholders, employees and designees of Club Owner and its affiliates and their guests to use the Club Facilities upon such terms and conditions as may be determined from time to time by the Club. 
The Club may issue up to five (5) additional memberships per eighteen (18) holes of golf in the Club (“Honorary Memberships”) to such persons as Club Owner determines appropriate from time to time. These Honorary Memberships will be in addition to all other memberships and will be available on such terms and conditions and afford such privileges as Club Owner determines. Honorary Members shall have the same privileges as Full Golf Members unless otherwise determined by Club Owner.
The Club will permit use of the Club Facilities by non-members, on such terms and conditions as the Club determines appropriate. The Club reserves the right to eliminate or restrict non-member play in its sole discretion.
The Club may, in its sole discretion, enter into agreements for reciprocal use privileges and other arrangements with other clubs and resorts, as the Club determines appropriate from time to time, in its sole discretion. The Club reserves the right to eliminate reciprocal play in its sole and absolute discretion. 
The Club reserves the right, in its sole and absolute discretion, to restrict or to otherwise reserve in advance the Club Facilities for maintenance, tournament or group play, outings and other special events from time to time. The Club will also have the right to permit prospective purchasers of residences or lots inVerandah to use the Club Facilities on such terms and conditions as may be determined from time to time by the Club. 
Club Owner owns the Club Facilities and will manage and operate the Club Facilities. As a result, Club Owner is solely responsible for the government and administration of the Club Facilities and the Club and will have the exclusive authority to accept members, set dues and charges, establish rules and regulations and control the management and affairs of the Club Facilities and the Club. The Club also reserves the right to engage a professional management company to operate the Club Facilities. The Club is currently managed by Hampton Golf, Inc. (“Club Manager”).
 
The Club may establish an Advisory Board composed of members whose purpose includes fostering good relations between the members and management of the Club, providing the members with input on programs and advising on the Club's policies and rules and regulations. If established, the members of the Advisory Board are appointed by the Club from time to time. The Club Manager shall then meet with the Advisory Board on a periodic basis to discuss the operation of the Club Facilities. The Advisory Board shall have no duty or power to negotiate or otherwise act on behalf of the Club, its management or the members of the Club, and shall serve only in an advisory capacity. The Club Operator will have the final authority on all matters concerning the Club Facilities and the members of the Club.
In accordance with the Club Declaration, in the event Club Owner decides to sell the Club Property to a third party other than an affiliated entity, Club Owner shall deliver written notice to the members of its intent to sell the Club Property (“Notice of Intent to Sell”), at which time, the members shall have the right to make the first offer to purchase the Club Property or applicable portion thereof (“Right of First Offer”). Upon receipt by the members of Club Owner’s Notice of Intent to Sell, the members shall have a period of sixty (60) days, or longer period if approved by Club Owner, in Club Owner’s sole discretion (“Offer Period”), to: (a) appoint a committee comprised of five (5) members to represent the members in the negotiation of a possible sales transaction with Club Owner; (b) vote on whether to make and deliver to Club Owner a written offer to purchase the Club Property (“Offer”) by an affirmative vote of a majority of the total number of votes held by all members that exist as of the date of such vote and that are in good standing with the Club; (c) upon the members affirmatively voting to make the Offer, deliver the Offer to Club Owner; and (d) execute a written purchase and sale agreement for the Club Property with Club Owner.  In voting on whether to make an offer to purchase the Club Facilities from Club Owner, each Full Golf Member shall have three (3) votes per membership, and each Club Member or other member who does not have full golf privileges shall have one (1) vote per membership.  In the event the members do not make the Offer within the Offer Period, or if Club Owner rejects the Offer, or if the transaction is agreed upon, but not ultimately consummated within thirty (30) days from the date of the members’ affirmative vote to purchase the Club Property, then Club Owner shall thereafter be free to sell the Club Property, or applicable portion thereof, to any third party upon any terms and conditions deemed acceptable to Club Owner, in Club Owner’s sole and absolute discretion, whether more or less favorable than those included in the Offer, and need not present the members with any other opportunity to purchase the Club Property thereafter.  Notwithstanding anything herein to the contrary, neither (i) the execution and delivery of a mortgage, (ii) the execution and delivery of a deed pursuant to the private power of sale contained in the mortgage or a foreclosure deed pursuant to the mortgage; nor (iii) the execution of a deed in lieu of foreclosure in connection with the mortgage shall constitute an act which requires Club Owner to provide the members the Notice of Intent to Sell or the member’s Right of First Offer.  Furthermore, the member’s Right of First Offer shall not apply to a sale, transfer or conveyance by Club Owner to an affiliate or related entity, or to any agreement, license or assignment appointing Club Operator, Club Manager or any other person or entity as manager of the Club Facilities or granting operational authority to such party, or in the case of the conversion of the Club into an equity Member-owned club.  
Should you have any questions concerning this Membership Plan or the membership opportunities available at the Club, please contact the Membership Director.
In the event of a conflict between the Club Declaration, this Membership Plan, the Club By-Laws, the Club Rules and Regulations, and the Membership Agreement, the Club Declaration, this Membership Plan, the Club By-Laws, the Club Rules and Regulations, and the Membership Agreement shall govern, in that order. 
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