ARTICLE I.  NAME AND OWNERSHIP
 
Section 1:                Name; Ownership
 
            The name of this Club shall be “Verandah Club.” The Club includes two (2) golf courses, the golf practice facilities and golf shop, the spa and fitness center, tennis courts, swimming pool, restaurant and clubhouse (collectively, the “Club Facilities”). The Club is owned and operated by Verandah Development LLC, a Florida limited liability company (“Club Operator”).
 
Section 2:                Nature of Club
 
            The Club Operator, and its designated representatives, agents, successors and assigns, shall operate the Club as a "for profit" operation. The Club Operator has retained or may retain a professional management company to operate, manage and maintain the Club's business and assets, as well as to delegate those powers in order to effectively accomplish its responsibilities. Members of the Club ("Members") shall be entitled to use the Club Facilities pursuant to the terms and conditions of the Amended and Restated Membership Plan (“Membership Plan”), the Club Declaration of Covenants (“Club Declaration”), Club rules and regulations (“Rules and Regulations”), and these Bylaws, each as may be amended from time to time, and in no way is it implied that Members shall ever have any equity interest, managerial control, ownership interest or other interest in Verandah, the Club, the Club Facilities, the Club Operator, any owner of the Club or the Club Facilities, or otherwise. Members, by acquiring a membership in the Club, acquire only a license to use the Club Facilities as permitted by such Member’s level of membership, and subject to payment of the initial non-refundable membership fee (“Membership Fee”) payment and Club dues and charges associated therewith, and subject to the other terms of these Bylaws, the Club Declaration, the Membership Plan and the Rules and Regulations, each as may be amended, modified and supplemented by the Club from time to time.
 
Section 3:                Discretion
 
            The discretion of the Club in all matters concerning the Club may be exercised by the Club Operator and/or its designated agents, representatives, successors and assigns, as determined by the Club Operator, from time to time. All references to the “Club” in exercising any discretion shall be deemed to refer to the Club Operator and any representative, agent, successor or assign so designated by the Club Operator as to such matter.
 
ARTICLE II. PURPOSE AND OBJECTIVES
            The purpose and objectives of the Club are to establish, maintain and operate the Club Facilities for the recreation, pleasure and social enjoyment of the Members, guests of Members, and guests of the Club. To provide the utmost playing pleasure for all Members, the Club reserves the right to establish rules governing access, property use, sign up priorities, membership categories and starting times with respect to the Club Facilities. The Club Operator has the full authority to establish the number of Members in each category of membership, the rules of operation, level of charge for services, dress codes, and Rules and Regulations. The Club Operator at its discretion may change these Bylaws, the Membership Plan, the Club Declaration, and the Rules and Regulations, from time to time.
 
ARTICLE III.  MEMBERSHIP
 
Section 1:                Categories and Privileges
 
            The Club’s membership categories, terms and conditions of membership and privileges of membership are set forth in the Membership Plan.
 
Section 2:                Transfers; Pledges 
 
            Except as set forth in the Membership Plan, memberships are not transferable. No Member shall publicly advertise a membership for sale, or permit such advertisement. Any attempted transfer of a membership by a Member outside of the procedures set forth in these Bylaws and the Membership Plan, whether by sale, gift, testamentary disposition, or otherwise, shall be of no force and effect and shall confer no membership rights or rights to use the Club upon the transferee. Memberships may not be pledged, except to the extent the lien or security interest is incurred as a result of obtaining membership privileges, and then only if consented to by the Club Operator.
 
ARTICLE IV. FINANCIAL OBLIGATIONS
 
Section 1:                Financial Responsibility
 
            Each Member shall be legally and financially responsible for the acts and omissions, including damage to Club property, of such Member, as well as those of such Member’s spouse or significant other, or designee, children, guests and lessees. Further, each Member shall expressly be financially responsible to pay for any charges or other indebtedness incurred by the Member’s spouse or significant other, or designee, children, guests and lessees.
 
Section 2:                Dues
 
            Each Member shall pay annual membership dues as a condition of membership in the Club and such dues shall be payable on an annual, quarterly or monthly basis, as determined by the Club, in the Club’s sole discretion.   The Club Operator shall have the right, in its sole discretion, to establish, and amend from time to time, the dues for each classification of membership and for the categories thereof, subject to limitations imposed in other Club documents as to increases in the Club Membership dues. The obligation to pay dues is not dependent on the availability of all Club Facilities or the frequency of use. Repair, rebuilding and maintenance of the Club Facilities and/or other occurrences may make it necessary for the Club Operator to change hours of use or restrict the use of the Club Facilities or to close the Club temporarily. The Club Operator will not be required to reduce or suspend dues during the time when the Club Facilities, in whole or in part, are not available.
 
Section 3:                All Other Charges
 
            Each Member shall pay the Membership Fee, any other fees associated with said membership and sales tax for the applicable membership classification in effect at the time of his or her acceptance of membership in the Club, and each Member shall pay membership dues in such amounts and at such times as may be established from time to time by the Club. All monetary obligations incident to membership in the Club shall be billed to the Member on a monthly statement. All amounts on the monthly statement are due upon mailing of the monthly statement. Any amounts not received prior to mailing of the subsequent monthly statement are delinquent.
 
Section 4:                Reimbursement Charges
 
            In the event that any Member, immediate family member, guest or lessee of such Member fails to comply with any Club policies, rules, or regulations, and such failure to comply results in the expenditure of funds by the Club for any purpose, the Club may charge such Member for all costs incurred as a result of such failure to comply. Such charges shall be limited to the amount so expended plus interest thereon at the greater of 18% per annum or the maximum rate then permissible under Florida law from the date expended by the Club until paid and shall be paid to the Club immediately upon written notification by the Club of such charge. Any such reimbursement charge not paid prior to mailing the next monthly statement will be added to such statement.
 
Section 5:                Delinquent Amounts; Club Lien
 
            Each amount owing under this Article shall be a separate, distinct, and personal debt and obligation of the Member charged. The Club account of each Member shall be due and payable upon receipt of the monthly statement. Any account which remains unpaid through the date of the next billing statement (approximately 30 days) is delinquent, and the Club may assess a late charge. In the event that any Member is delinquent in paying any amounts due to the Club, the Club may assess a late charge and/or interest at the greater of 18% per annum or the maximum rate permissible under Florida law. In the event the amount charged is in excess of the maximum amount provided for under state law, Club may refund any overpayment without penalty and the applicable provision in the Rules and Regulations shall be deemed to be modified to comply with state law. If such amounts remain delinquent for a period of sixty (60) days, such Member may be subject to suspension from the Club in accordance with Article 5. In the event of a default in the payment of any such amounts, the Club shall be entitled to enforce each such obligation by means of enforcing the Club’s lien on the Member’s Verandah property (if any) as set forth in the Club Declaration, bringing an action at law to collect the sums due, or by such other means provided herein or as deemed appropriate by the Club. All costs incurred by the Club in collecting amounts due hereunder from a Member, including court costs and attorney’s fees, shall be the personal obligation of the delinquent Member and may be charged to the Member as a reimbursement charge pursuant to Section 4.
 
Section 6:                Credit Card
 
            The Club requires Members to furnish the Club with a valid commercial credit card number and written authorization of its use by the Club for charging Club dues in advance and other charges incurred by the Member. The Club shall charge such card within ten (10) days after mailing a bill for such amount due. Such procedure shall not relieve the Member of the obligation to pay all amounts when due to avoid delinquencies and late charges. The Club requires Members to provide the Club with credit card renewal information annually or at least sixty (60) days prior to the expiration of the credit card furnished.
 
Section 7:                Setoff
 
            At any time and from time to time the Club may setoff any and all amounts due and owing a Member by the Club against any and all amounts due and owing the Club by such Member or the Member’s successors or assigns. In addition to the foregoing and to all liens upon and rights of setoff against the monies or other property of a Member by law, hereunder or under the Club Declaration, the Club shall have, with respect to a Member’s obligations to the Club under these Bylaws, or otherwise, and to the extent permitted by law, a contractual possessory security interest in and right of setoff against, and each Member hereby assigns, conveys, delivers, pledges and transfers to the Club all of the Member’s right, title and interest in and to, the Member’s membership in the Club and all deposits, moneys, and other property of such Member now or hereafter in the possession of on or deposit with the Club, whether held jointly with someone else, or whether held for safekeeping or otherwise.
           
ARTICLE V. DISCIPLINE, SUSPENSION OR EXPULSION
 
Section 1:                Basis for Discipline
 
Any Member who, in the sole judgment of the Club, (i) is delinquent in the payment of their Club fees, dues, charges, or account, or (ii) whose credit card is deactivated or is denied at time of processing, or (iii) is guilty of any violation of these Bylaws or any Rules and Regulations, or (iv) engages in improper conduct unbecoming a member, or any conduct which tends to be against the best interest of the reasonable and fair operation of the Club, or other good and sufficient cause as determined by the Club, may be reprimanded, suspended, expelled (except in the case of a Verandah property owner who is subject to the Club Declaration, who the Club may not expel but whose membership the Club may downgrade to a Club Membership) or otherwise disciplined by the Club.
 
Section 2:                Procedure
 
The procedure for disciplinary actions is set forth in the Rules and Regulations. 
 
Section 3:                Fines
For each non‑compliance or violation, the Club may, but shall not be obligated to, impose a fine not in excess of One Hundred Dollars ($100.00). However, each day that a non‑compliance or violation is allowed to exist may be deemed another violation, provided that no such fine shall, in the aggregate, exceed One Thousand Dollars ($1,000.00). The Club may also suspend a Member’s or Member’s family member’s, tenant’s, guest’s or invitee’s use of the Club Facilities for so long as such violation remains uncured, and for a period of up to ninety (90) days thereafter. The Club shall consider, among other factors, the nature of the violation and the number of prior violations of the same or similar rules or regulations by the violator. Fines shall be paid not later than ten (10) days after receipt of notice of the imposition of a fine, and thereafter shall bear interest until paid at the interest rate adopted by the Club for delinquent Club charges. Fines shall be treated as a Club charge subject to the provisions for the collection of and lien for Club charges as set forth in the Club Declaration.           
 
Section 4:                Costs and Expenses
 
In addition to the sanctions set forth above, if the Club incurs any expenses in enforcing the provisions of the Club Declaration, these Bylaws, the Membership Plan or the Rules and Regulations against a Member or his or her family members, tenants, guests or invitees after the Club’s initial notice (the “Initial Notice”) setting forth the violation or non‑compliance and the expiration of any cure period stated in the Initial Notice, then the Member shall reimburse the Club for all expenses incurred by the Club after the Initial Notice within ten (10) days of the Club’s statement setting forth the expenses. The foregoing includes all expenses incurred by the Club after the Initial Notice that are reasonably necessary to obtain compliance by the offending Member or his family members, tenants, guests or invitees, including without limitation, fees and costs charged by attorneys for additional demands for compliance. Expenses shall be treated as a Club charge subject to the provisions for the collection of and lien for Club charges as set forth in the Club Declaration. 
 
Section 5:                Failure to Pay Club Charges
 
The Club may suspend any Member, and such Member’s family members, tenants, guests and invitees, from use of any or all of the Club Facilities for such Member’s failure to pay any dues, fees or charges for a period of sixty (60) days. The Club may so notify the Member with the statement of account mailed to the Member or sent under separate cover concurrent with the Club’s exercise of such suspension. In addition, the Club may impose late fees and interest for any amounts past due more than thirty (30) days, which late fees and interest may be established by the Club from time to time, and exercise the Club’s lien and foreclosure rights pursuant to the Club Declaration. The procedures for notice and hearing as set forth above in this Article do not apply to the imposition of suspensions or fines because of the failure of the Member to pay dues, fees or other charges when due.
 
Section 6:                Collections
When suspension or expulsion of a Member occurs and if any balance due to the Club is outstanding, the Club may use a third party collection company to recover said balance. During any period of suspension, dues and other Club charges shall continue to accrue and shall be required to be paid in full by the Member prior to reinstatement as a Member in good standing with the Club.
 
Section 7:                Reinstatement 
            Any Member who has had membership privileges terminated or suspended, for any reason, shall only be eligible for reinstatement of his or her membership or permitted to use the Club Facilities in the sole discretion of the Club and upon payment by said Member of all applicable fees associated with said Member’s reinstatement (collectively, “Reinstatement Fee”) to the Club.
 
ARTICLE VI. TERMINATION OF MEMBERSHIP
 
The Club reserves the right to recall, redeem and/or terminate any memberships in accordance with the terms of the Membership Plan and Club Declaration.
 
 
ARTICLE VII. LEAVE OF ABSENCE
 
            A Member may apply to the Club for one (1) leave of absence for a maximum of period of one (1) year in accordance with the procedures set forth in the Membership Plan.
 
 
ARTICLE VIII. BOARDS AND COMMITTEES
 
Section 1:                Members Advisory Board
 
The Club may, but shall not be obligated to, establish from time to time a Members Advisory Board appointed by the Club.  The purpose of the Members Advisory Board would include fostering good relations between the Members and the Club, and providing the Club with input on programs, plans and activities of the Club.  If established by the Club, the Club Operator or Club Manager will meet with the Members Advisory Board on a periodic basis to discuss the operation of the Club Facilities. The Members Advisory Board would have no duty or power to negotiate or otherwise act on behalf of the Club, or the Members, and would serve only in an advisory capacity. The Club Operator will have the sole authority on all matters concerning the Club Facilities and the Members.
 
 
 
ARTICLE IX.  GENERAL
 
Section 1:                Rules and Regulations
 
            The operation of the Club and the management of the Club Facilities shall be vested in every respect in the Club Operator or its designated representatives, agents, successors or assigns acting pursuant to authority granted by the Club Operator. The Club Operator is authorized and empowered to adopt, promulgate change and enforce rules and regulations governing the use of the Club Facilities and every Member is subject thereto and shall abide thereby.
 
Section 2:                Notices
 
            Except where otherwise clearly specified herein, whenever any notice, statement, billing or other communication is required or permitted to be delivered to a Member under these Bylaws, it shall be delivered via e-mail, or if such delivery is unavailable, shall be delivered in writing and shall be sent by United States mail, postage prepaid, addressed to Member’s last known address on file in the office of the Club. Any notice, statement, billing or other communication so sent shall be deemed to have been delivered and received on the third business day following the date of its deposit in the United States mail.    
 
Section 3:                Liability for Injuries
 
            In consideration of the privileges herein described, each Member and each person using the facilities, equipment and amenities of the Club through a Member’s membership, expressly agrees that (i) all use of the Club Facilities, equipment and amenities is undertaken at the sole risk of the user, and the Club Operator, its designated representatives, agents, successors or assigns, and any owner of all or any portion of the Club Facilities shall not be liable for any injuries or damages to any Member or other persons; and (ii) the Club Owner, Club Operator, their designated representatives, agents, successors or assigns, and any owner of all or any portion of the Club Facilities and their affiliates, officers, directors, shareholders/members (as applicable), agents and employees shall not be subject to and are hereby released and forever discharged from any claims or demands whatsoever, including, without limitation, those claims or demands resulting from acts or omissions of active or passive negligence on the part of such persons or entities or their affiliates, officers, directors, shareholders/members, agents or employees.
 
Section 4:                Personal Property
 
            Due to the number of guests and other persons granted access to the Club, the Club Operator cannot guarantee the security of personal property. Therefore, each Member and each person using the facilities, equipment and amenities of the Club is required to take precautions against theft and not to encourage theft by failing to properly secure all articles of personal property. In consideration of the privileges herein described, each Member and each person using the facilities, equipment and amenities agrees that the Club Operator, its designated representatives, agents, successors or assigns, and any owner of all or any portion of the Club Facilities are not responsible for liability for articles damaged, lost or stolen in or about the Club, or left in lockers, or for loss or damage to any property, including, but not limited to, automobiles and the contents thereof. Any storage facilities or lockers provided at the Club are offered as a convenience to Members and others and the Club Operator, its designated representatives, agents, successors or assigns, and any owner of all or any portion of the Club Facilities do not represent or warrant that the lockers or storage facilities are safe and secure, nor does it guarantee that any items placed therein are or will be secure.
 
Section 5:                Availability of Facilities
 
            The Club reserves the right to discontinue or modify operation of any or all of the Club Facilities; to sell or otherwise dispose of the Club Facilities; and to make any other changes in the terms and conditions of membership or the facilities available for use by Members, all as more specifically set forth in the Membership Plan and Club Declaration. Membership does not create any presumption that the Club Facilities or services that are now or hereafter available will continue to be available in their current state or condition. Use of the Club Facilities may be restricted or reserved from time to time as determined by the Club Operator, and the Club Operator may extend privileges of the Club and the right to use the Club Facilities to such other persons and upon such terms as the Club Operator may from time to time prescribe. The Club Operator reserves the right, in its sole discretion, to refuse use of the Club Facilities by any person at any time.
 
Section 6:                Amendment of Bylaws
 
            The Club may amend these Bylaws or adopt new Bylaws at any time with or without notice. The Club may announce amendments to these Bylaws or new Bylaws either by publication in the Club’s newsletter, by posting of a copy in a conspicuous place at the Club, or by mailing to Club Members.
 
Section 7:                Governing Documents
 
            The Club shall be operated in accordance with, and all Members shall be subject to the Club Declaration, the Membership Plan, these Bylaws, all Rules and Regulations promulgated by the Club from time to time, and each Member’s Membership Agreement, each as may be amended by the Club from time to time. In the event of any conflict among any of the foregoing governing documents, they shall be construed as consistently as possible by the Club to further the stated purpose and objectives of the Club, and shall control in the order stated above.