Article I.

Article III

Members

      Section 1.   Qualifications. The Members of the BCC shall be the shareholders. A shareholder may be a natural person, two natural persons, or any entity. Any natural person who is an owner or co-owner of a share must be twenty one years of age or over. If an individual under the age of twenty one becomes entitled to any rights relating to a share, such share shall be held in trust until he or she reaches the age of twenty one. During such period, Required Annual Dues (as defined below) must be paid unless the share is changed to Inactive Status or the Board of Directors (the "Board") determines that there are exigent circumstances, but the period of forgiveness of the Required Annual Dues for exigent circumstances shall in no event exceed two (2) years.

      Section 2.   Total Number of Shares. The BCC shall issue no more than 550 shares. The Board shall have the sole discretion as to the number of each type of share to be issued from time to time. The Board shall be under no obligation to issue a Clubhouse Member Share at any time. The Board may, in its discretion, repurchase shares which have been issued and hold them as treasury shares.

      Section 3.   Classification of Shares and Corresponding Rights and Responsibilities. There shall be two classes of shares: Playing Member Shares and Clubhouse Member Shares. Each Member shall have rights and obligations corresponding to the class of share owned by such Member as set forth in the Rules of the BCC as established by the Membership Committee with approval of the Board of Directors. The two classes of shares shall have equal voting rights and rights of distribution upon liquidation. No Required Annual Dues obligation shall attach to the BCC for treasury shares held in the name of the BCC and the BCC shall not be entitled to vote any treasury shares. The Required Annual Dues shall be posted at the beginning of each fiscal year and shall be further available upon request to the Finance Committee.

       A.  Playing Member Shares. Unless a Playing Member Share is placed on Inactive Status as to Required Annual Playing Dues, each Playing Member Share carries with it the obligation and responsibility to pay the applicable single season adult Playing Dues for each calendar year (the "Required Annual Playing Dues"). In addition, unless a Playing Member Share is placed on Inactive Status as to Obligations, each Playing Member Share carries with it the obligation and responsibility to pay any Obligations as set forth in Article IV, Section 7 of these bylaws. Upon payment of the Required Annual Dues and all current Obligations, the Member shall have the right to use the clubhouse and the Brattleboro Country Club golf course and related practice facilities during the playing season on the terms and conditions established by the applicable committee. At the option of the Member and upon payment of the applicable Additional Playing Dues (which option shall not be available to a Single Season User), additional individuals (consistent with the terms of Article IV of these bylaws) may also use such facilities. Payment of the Required Annual Playing Dues, all then current Obligations, and all unpaid Dues and Obligations from any prior playing seasons shall be a pre-condition to the right to use the facilities of the BCC, including the golf course. A Playing Member or the Single Season User shall also have the right to use any additional recreational facilities of the BCC upon payment of the applicable Recreational Dues. A Playing Member Share may not be converted to a Clubhouse Member Share, but it may be placed on Inactive Status pursuant to the procedures set forth in Section 3(C) of this Article.

       B. Clubhouse Member Shares. A Clubhouse Member share carries with it the obligation and responsibility to pay the applicable single season clubhouse member dues for each calendar year (the "Required Annual Clubhouse Dues") and any Obligations associated with Clubhouse Members Shares. The phrase "Required Annual Dues" shall mean Required Annual Playing Dues or Required Annual Clubhouse Dues, as appropriate. A Clubhouse Member (and his or her guests) shall have the right to use the facilities of the Brattleboro Country Club during the season on the terms and conditions established by the applicable committee. A Clubhouse Member shall also have the right to use any additional recreational facilities of the BCC upon payment of the applicable Recreational Dues. The rights relating to a Clubhouse Member Share may not be transferred except pursuant to the transfer of the share pursuant to Article VI of these bylaws. A Clubhouse Member Share may be converted to a Playing Member Share upon written notice to the BCC and payment of the then applicable Required Annual Playing Dues. A Clubhouse Share may not be placed on Inactive Status.

       C.  Inactive Status. Upon the annual written request of a Member owning a Playing Member Share, the Board of Directors may, at its discretion and for good cause shown, place that Playing Member Share on Inactive Status as to Required Annual Playing Dues, provided that the Board of Directors shall have absolute unfettered discretion to deny any requests for Inactive Status if the number of dues paying adults falls below 375 for that year as a result of placing a share on Inactive Status. A Member applying for Inactive Status for Required Annual Playing Dues may also apply for Inactive Status for Obligations, which the Board of Directors may grant, at its discretion for good cause shown. Only Playing Member Shares owned by an individual or two individuals may be placed on Inactive Status. The Board of Directors may delegate the initial recommendation of whether to place a share on Inactive Status to the Membership Committee, with the right of appeal by any Member to the Board of Directors. In determining whether good cause has been shown or demonstrated, the Board of Directors may consider the health of the Member, the temporary or permanent location or relocation of the Member, the date of the application for being placed on Inactive Status, whether the applicant has requested Inactive Status for Dues and Obligations, and whether the Share has previously been placed on Inactive Status. It shall be presumed (but not be determinative) that the fiscal condition of the Member is not a relevant factor in demonstrating good cause. If the Board of Directors decides to place one or more Playing Member Shares on Inactive Status, the Board of Directors shall establish an annual fee (as determined from time to time by the Board of Directors in its discretion) to be paid by the Member owning the Share for such Share to be placed on Inactive Status. Any such fee may, at the discretion of the Board of Directors, be composed in whole or in part of Obligations as described in Article IV, Section 7 of these bylaws. Any such fee shall be considered an Obligation (as provided in Article IV, Section 7 of these bylaws) which may not be placed on Inactive Status, for purposes of creating a lien against the Share and causing possible forfeiture of the Share. In setting such fee, the Board of Directors shall be guided by the requirements for maintaining a balanced budget and may consider whether the share is being placed on Inactive Status as to Obligations in addition to Required Annual Playing Dues.   

              Section 4. Corporate Ownership of Shares. A corporation, association or partnership may own one or more shares provided that such entity owns and operates a separate income producing business or is a non-profit corporation under the Internal Revenue Code. A corporation, association, or partnership owning a share (referred to in these bylaws as a "Corporate Member") shall pay the applicable Corporate Dues. The Board, from time to time, shall establish and set the rights to use the BCC's facilities which attach to a share held by a Corporate Member, but such rights shall never be less than those granted to a single individual for payment of the Required Annual Dues. Corporate shares may only be voted by the individuals designated in writing by the Corporate Member.

       Section 5. Joint Ownership of Shares. In addition to individual ownership, a share may be owned by two individuals residing in the same household. All such ownership interests shall be issued by the BCC and shall be held as joint tenants with rights of survivorship or, if the individuals are married, as tenants by the entirety. Individuals who own a share jointly shall designate to the BCC, in writing, who shall be permitted to vote the share. If the designated person is absent from a meeting, the other owner may vote the share. In the absence of any designation, the BCC will recognize the vote of the individuals so long as they are in agreement on any issue, but if the two individuals cannot agree on any issue, the BCC shall not recognize the vote relating to such share other than for quorum purposes. In the event a married couple divorces or an unmarried couple separates, the parties shall decide (or have decided by a court of competent jurisdiction) which one shall retain the share, and inform the BCC of such decision in writing.

       Section 6.  Certificates. The Board shall issue share certificates evidencing membership in the BCC, which certificates shall be in such form as may be determined by the Board. Share certificates shall be issued in the name of the individual, couple, or Corporate Member and shall include the class of membership share. Such certificates shall be signed by the president or vice president and the secretary and shall be sealed with the seal of the BCC. If any certificate is lost, mutilated, or destroyed, a new certificate may be issued on such terms and conditions as the Board may determine. Each share certificate shall bear the following legend:

"This share is subject to the restrictions on ownership and transfer set forth in the bylaws of the corporation, as the same may be amended from time to time, and each owner of this share shall be bound to the terms of the bylaws of the corporation as if such owner had executed an agreement with all other owners and with the corporation incorporating such restrictions and containing a provision irrevocably appointing the corporation as the owner's lawful attorney-in-fact (which appointment is deemed to be coupled with an interest) to transfer this share in accordance with the terms and provisions of the bylaws."

      Section 7. Voting Rights. Only shareholders who are current in their accounts (including Dues and Obligations) shall be entitled to vote.

Article IV

Dues, Obligations and Assessments

      Section 1.  Establishment of Annual Dues. Required Annual Dues, Additional Playing Dues, and Recreational Dues shall be set for each season by the Finance Committee with the approval of the Board and ratification by a majority of members at a duly noticed meeting.

      Section 2.  Required Annual Playing Dues. The Required Annual Playing Dues shall be the Playing Dues for use of the golf course and related facilities for a single season by one adult as set by the Finance Committee with approval of the Board as set forth in the Rules of the BCC. The owner of each Playing Member Share must pay (or cause to be paid) the Required Annual Playing Dues for each season, as and when Dues are to be paid, and the payment of the Required Annual Playing Dues (and all unpaid Dues from any prior playing seasons) shall be a pre-condition to the right to use the facilities of the BCC, including the golf course. Upon payment of the Required Annual Playing Dues, the owner of a share may pay Additional Playing Dues as provided in the following subsection. If a Playing Member Share is owned by two individuals, the owners shall only be required to pay one Required Annual Playing Dues, but may pay Additional Playing Dues as set forth below.

      Section 3.  Additional Playing Dues. Additional Playing Dues may include any number of Dues Categories (such as juniors) as established by the Finance Committee. Upon payment of the Required Annual Playing Dues, the owner of a Playing Member Share may elect to pay Additional Playing Dues to allow one other adult household member and any number of minor household members (both as defined by the Membership Committee with the approval of the Board) to use the golf course and related facilities for the season. The owner of the Playing Member Share shall indicate to the Finance Committee, on or before a date to be set by the Finance Committee, the Additional Playing Dues that will be paid for the season and the names of the individuals who will be using the golf course under the rights associated with that Playing Member Share for that season. A Playing Member may not change the Additional Playing Dues to be paid during any season unless the redesignation would result in the payment of higher Dues.

      Section 4.   Required Annual Clubhouse Dues. The Required Annual Clubhouse Dues shall be the Dues for use of the clubhouse for a single season for a Clubhouse Member and his or her guests, as set by the Finance Committee with approval of the Board as set forth in the Rules of the BCC. Required Annual Clubhouse Dues may, at the discretion of the Board, be established at a nominal amount. The owner of each Clubhouse Member Share must pay the Required Annual Clubhouse Dues for each season, as and when Dues are to be paid, and the payment of the Required Annual Clubhouse Dues (and all unpaid Dues from any prior playing seasons) shall be a pre-condition to the right to use the facilities of the BCC.

      Section 5.   Recreational Dues. Recreational Dues shall be set by the Finance Committee, at such time, if any, as the BCC constructs additional recreation facilities other than the golf course and related practice areas. Recreational Dues may include any number of Dues Categories as established by the Finance Committee, but shall at a minimum include dues levels for individuals and additional household members. The designation of any Recreational Dues Category shall be for only one season. A Member may not change the Recreational Dues to be paid during any season unless the redesignation would result in the payment of higher Dues.

      Section 6.   Unpaid Dues to be a Lien on Share. Any unpaid Dues shall be a lien on the share of the Member who has not paid the Dues.

      Section 7.   Obligations. The Board of Directors may set minimum obligations ("Obligations") for the use of the facilities of the BCC, and such Obligations shall be in addition to any requirement to pay Dues. The requirement to pay Obligations may but need not vary as among Playing Member Shares, Shares on Inactive Status, and Clubhouse Member Shares. Obligations shall be paid at such times as required by the Board of Directors. In the event that a Member owns more than one Share (regardless of type), the Obligations shall only attach to one of the Shares owned, provided that if one or more of the Shares owned is a Playing Member Share that is not on Inactive Status, the Obligations shall attach to that Playing Member Share. The requirement to pay Obligations shall be joint and several for all co-owners of any Share, and the Board of Directors may establish and charge a late fee for untimely payment of Obligations. If Obligations are unpaid for more than thirty (30) days past the due date, the right of the Member owning the Share to use the facilities of the BCC shall be suspended until the past due and all current Obligations are paid in full. If any Obligations are unpaid for more than sixty (60) days past the due date, the BCC shall send written notice to the Member at the last known address of the Member that unless the Obligations are paid within thirty (30) days of the date of the letter, the Member's share will be transferred and sold pursuant to Section 5 of Article VI of these bylaws. Transfer of a Share shall not relieve any Member from payment of the Obligations which are unpaid as of the date of such transfer, except to the extent such Obligations are paid from the proceeds of the sale of such share. The requirement of the Member to pay Obligations shall not be terminated if, pursuant to the provisions of Section 5 of Article VI, the Share is not immediately sold.

      Section 8.  Assessments. If required pursuant to Section 10 of this Article, the Board of Directors shall establish an Assessment. Assessments shall be equal in amount for Playing Member and Clubhouse Shares. Only owners of Shares will be required to pay Assessments, and Assessments shall be paid at such times as required by the Board of Directors. In the event that a Member owns more than one Share (regardless of type), the Assessment shall only attach to one of the Shares owned. The requirement to pay Assessments shall be joint and several for all co-owners of any Share, and the Board of Directors may establish and charge a late fee for untimely payment of Assessments. If Assessments are unpaid for more than thirty (30) days past the due date, the right of the Member owning the Share to use the facilities of the BCC shall be suspended until the past due and all current Assessments are paid in full. If any Assessments are unpaid for more than sixty (60) days past the due date, the BCC shall send written notice to the Member at the last known address of the Member that unless the Assessments are paid within thirty (30) days of the date of the letter, the Member's share will be transferred and sold pursuant to Section 5 of Article VI of these bylaws. Transfer of a Share shall not relieve any Member from payment of Assessments which are unpaid as of the date of such transfer, except to the extent such Assessments are paid from the proceeds of the sale of such share. The fact that a share may be on Inactive Status shall not relieve the shareholder from the requirement to pay Assessments.

      Section 9.   Payment of Dues. All Dues shall be paid at such times as required by these bylaws or as set by the Finance Committee. The obligation to pay the Required Annual Dues shall be joint and several for all co-owners of any share. The Finance Committee may establish and charge a late fee for untimely payment of the Required Annual Dues or any Additional Playing Dues. If the Required Annual Dues are unpaid for more than thirty (30) days past the due date, the right of the Member owning the share to use the facilities of the BCC shall be suspended until the Required Annual Dues are paid in full. If the Required Annual Dues are unpaid for more than sixty (60) days past the due date, the BCC shall send written notice to the Member at the last known address of the Member that unless the Required Annual Dues are paid within thirty (30) days of the date of the letter, the Member's share will be transferred and sold pursuant to Section 5 of Article VI of these bylaws. Transfer of a share shall not relieve any Member from payment of the Required Annual Dues which are unpaid as of the date of such transfer, except to the extent such Required Annual Dues are paid from the proceeds of the sale of such share. The obligation of the Member to pay Required Annual Dues shall not be terminated if, pursuant to the provisions of Section 5 of Article VI, the share is not immediately sold.

      Section 10.   No Deficit Carryover. The BCC's fiscal year shall be as set forth in Article II, Section 2 and the BCC shall conduct its business on a balanced budget basis such that no obligation for normal operations, repairs, maintenance, etc., incurred in any fiscal year shall be carried over into the following year. In the event there are not sufficient funds in the operating account to satisfy any obligations outstanding at the conclusion of the fiscal year, the Board shall issue an immediate pro rata assessment to the shareholders of the BCC to cover any such shortfall.

Article V

Single Season Users

      Section 1. Single Season Users Under Treasury Stock. The Board may, from time to time and at its discretion, assign Single Season User rights to one or more of the shares held by the BCC as treasury stock. A Single Season User shall have the same rights to use the facilities of the BCC, including the clubhouse, as an individual Member who pays the Required Annual Playing Dues, except that a Single Season User shall not have any right (a) to vote the share, (b) attend Board or Committee meetings except at the invitation of the Board or Committee, or (c) participate in any distribution on winding up or liquidation. The Dues for Single Season Users may, at the discretion of the Finance Committee with the approval of the Board, be set at different rates than those associated with a Playing Member Share.

    Section 2. Temporary Transfer of Rights Associated with Playing Member Share or Treasury Shares. In addition to the right to allow Single Season Users under Treasury Stock, from year to year, the Board of Directors may decide that for such year any Member (other than a Corporate Member) may transfer the obligation to pay the Required Annual Playing Dues and the right for one individual to use the golf course and related practice facilities (and any other recreational facilities owned by the BCC) to
another individual, to be known as a Single Season User. Sections 2 through 5 of this Article V shall be effective if the Board so decides for any such year or years. If the Board decides not to allow transfers of obligations to Single Season Users for any given year, Sections 2 through 5 of this Article V shall have no effect for such year or years. The rights and obligations may be transferred more than once during the time that the
Member owns the Playing Member Share but no more than once per season. The
Single Season User shall have the same rights to use the facilities of the BCC, including the clubhouse, as an individual Member who pays the Required Annual Playing Dues. Upon transfer, the owner of the Playing Member Share shall retain the right to vote the share, the right to any distribution on winding up, and the right to use the clubhouse facilities, and at the discretion of the Board of Directors (as exercised from time to time) the right to golfing privileges, exclusive of participation in BCC Championship
Tournaments and Member-Guest (except as a Guest of a Member) Tournaments.
The rights associated with a Clubhouse Member Share may not be transferred to a Single Season User. No Corporate Member shall be permitted to transfer any rights associated with any share except upon the transfer of the share pursuant to the provisions of Article VI of these bylaws.

     Section 3. Notice of Transfer. Notice of the transfer of playing rights to a Single Season User shall be made by written notice to the Finance Committee on or before the date set for the selection of the Required Annual Dues for the upcoming season, however, the Board may, in its discretion, extend such notice date if it finds that the transfer is caused by exigent circumstances. Notice of the transfer shall be accompanied by payment in full of the Required Annual Playing Dues and any unpaid Dues. The notice shall also be accompanied by any transfer fee as set by the Finance Committee and such agreements relating to the transfer as may be from time to time required by the BCC.

     Section 4. Continuing Obligations and Liabilities of Member. Notwithstanding anything herein or in any other agreement to the contrary, any Member transferring rights to a Single Season User shall remain jointly and severally liable for all costs, losses, expenses, fees, and charges associated with the use of the facilities of the BCC. The Playing Member shall be responsible for the actions and conduct of the Single Season User and his or her guests, and for their compliance with these bylaws and all rules and regulations relating to the use of the facilities of the BCC as may be adopted from time to time.

     Section 5. Right of the BCC to Terminate Use by Single Season User. The BCC may, on good cause, terminate the Single Season User's right to use the BCC's facilities. Any Single Season User whose rights have been so terminated will not be permitted to become a Single Season User again unless approval is obtained from the Board. In the event of such termination, the Playing Member may not retransfer the rights for the remainder of the then current season. By accepting the transfer of the rights, the Single Season User agrees that it shall have no recourse against the BCC for any termination of such rights and that his or her sole remedy, if any, shall be against the Playing Member.

     Section 6. Waiting List. The Membership Committee, with the approval of the Board, shall establish procedures for maintaining a waiting list for individuals desiring to be Single Season Users.

Article VI

Transfer of Shares

      Section 1.   Scope of this Article. The provisions of this Article shall not apply to the vesting of ownership of a share in an individual who is the joint owner of a share as a result of the death of such individual's co-owner.

      Section 2.   Transfers to Immediate Family and Household Members. Any Member, other than a Corporate Member, may transfer his or her share directly to an immediate family member (as defined by the Membership Committee and approved by the Board) or a person who is living in the same household as the Member. Transfers shall be effective only after providing written notice to the BCC. No such transfer shall be valid if the result of such transfer creates a situation which would not be permitted under Article III of these bylaws. No more than one such transfer shall be allowed during any calendar year unless the transfer is as a result of the death of a Member.

     Section 3.   Transfers to Other Individuals Resulting from Devise or Inheritance. Any transfer by devise or inheritance on the death of a Member which is to an individual who is not an immediate family member or a person who is living in the same household as the Member shall be valid and enforceable so long as the proposed transfer would result in a situation which would be consistent with Article III of these bylaws. In all other circumstances, the proposed transfer shall be subject to the terms of Section 4 of this Article, and the proposed transferee shall be entitled to receive the value paid for the share by the BCC but the transferee's rights to ownership of the share (and associated playing rights) shall be subject to the rights of those individuals or entities on the waiting list for the purchase of shares which is maintained by the BCC.

     Section 4.   All Other Transfers. All other transfers of shares shall be subject to the provisions of this section. Except as provided in the foregoing Sections of this Article, a Member may only transfer a share through the BCC. The Membership Committee shall establish with the approval of the Board and the Membership rules relating to the transfer of shares that are consistent with these bylaws and the share membership agreement. The purchase price for shares shall be determined from time to time by the Finance Committee with the approval of the Board, except as stated in this section, and may be changed as often as the Finance Committee may decide.

      Section 5.   Transfers For Non-payment of Dues. In the event Dues obligations remain unpaid for the period set forth in Section 5 of Article IV, the BCC shall send written notice to the Member at the last known address of the Member that unless the Dues are paid within thirty days of the date of the letter, the Member's share will be transferred. If the Dues are not paid within that period and there is a waiting list to purchase shares and the Board does not grant an extension nor find mitigating circumstances that excuse non-payment, the BCC shall immediately offer the share to the waiting list at the price set by the Finance Committee with the approval of the Board. If there is a waiting list for transferring shares, the BCC may, at its discretion and pending transfer of the defaulting Member's share, transfer the rights associated with the use of the golf course and related practice facilities and any other recreational facilities owned by the BCC to a Single Season User, and any Dues received from such Single Season User will be credited to the Dues obligations of the defaulting Member. Upon transfer of the share, the BCC shall be paid all unpaid Dues plus the amount, if any, by which the price to be paid by the transferee exceeds the price for which the share was initially issued. Nothing in these bylaws shall impair the rights of a Member as provided by applicable law, including the Member's right to an opportunity to a hearing at least five (5) days prior to any action.

      Section 6.    Option of BCC to Purchase Share. Notwithstanding anything in these bylaws to the contrary, in the event the Required Annual Dues remain unpaid for the period set forth in Section 5 of Article IV and the share is sold, the BCC may, at the option of the Board, purchase the share and hold it as treasury stock by tendering to the owner of the share the amount paid when the share was issued less all unpaid Dues.

      Section 7.    Date of Cash Transfer. No share may be transferred for cash or other consideration prior to the date when 400 Playing Member Shares have been issued. This provision may only be waived by the Board of Directors on a showing of exigent circumstances where the death, disability, or relocation of the shareholder of record is such that placing the share on Inactive Status would not be sufficient relief to the party requesting a waiver to transfer the share but in no event shall this provision be waived if the number of Playing Member Shares would fall below 325 for that year.

Article VII

Meetings of Members

      Section 1. Annual Meeting and Regular Meetings.  An annual meeting of the Members shall be held in the evening within forty-five (45) days of the end of the fiscal year ending on October 31 for the purpose of electing directors and officers and for the transaction of such other business as may come before the meeting.

      Section 2.    Special Meetings. The Board may set special meetings of the members as it deems appropriate. At any time, not less then five percent (5%) of the Members holding shares may call a meeting.

      Section 3.    Notice of Meetings. Written or printed notice stating the time, date, and place of any meeting of members shall be mailed two weeks prior to each member by the secretary to the address on file with the secretary. Notices for special meetings must be given either personally or by mail by the secretary to each member as stated in the notice at the address on file with the secretary. No business shall be in order at a special meeting except as shall have been indicated in or related to the notice of such meeting. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at the member's address as it appears on the records of the BCC, with postage prepaid.

      Section 4.   Voting Rights. The voting membership shall consist only of those persons who are shareholders of the BCC and who are current in their accounts. Each share shall be entitled to one vote on each and every matter submitted to a vote of the Members. At any meeting of Members, a Member who is a shareholder and is entitled to vote may vote by proxy executed in writing by the Member no more than six months prior to the meeting at which it is to be used and appointing another Member as the proxy. No vote may be registered or counted for any share for which any Required Annual Dues are assessed and unpaid.

      Section 5.   Quorum. A quorum shall consist of one-fifth of the Members holding shares eligible to vote. For purposes of establishing a quorum, proxies may be counted. If a quorum is not present, a majority of the Members present shall adjourn the meeting from time to time without further notice.

      Section 6.   Decisions. Any matter requiring the sale, lease or pledge of any land or of a substantial portion of the assets of the BCC, outside the ordinary course of business, or for borrowing funds in excess of any credit line necessary to meet the seasonal cash flow needs of the BCC, must be approved by two-thirds of the Members present and voting in person or by proxy at any meeting at which notice of such sale, lease, or pledge has been given in writing.

Article VIII

Directors

      Section 1.  General Powers. The affairs of the BCC shall be managed by its Board of Directors.

      Section 2.  Number and Qualifications. There shall be thirteen Directors, five of whom shall be the president, vice-president, secretary, treasurer, and the immediate prior president. The other eight Directors are referred to herein as "Directors At Large." Only an individual who is either (i) a shareholder Member, (ii) the joint owner of a share, or (iii) an individual designated to vote a Corporate Share, and whose Required Annual Dues are not delinquent may be a Director. The immediate past president shall serve as Director for the term of the then current President.

      Section 3.  Election. All Directors At Large will be elected at the annual meeting of Members and shall hold office for three years and until their successors are chosen and qualified. Terms of Directors shall be staggered, so that at least two of the Directors At Large are elected at any annual meeting (excluding any Director elected to fill the unexpired term of a Director who resigned or was removed). The terms of the initial Directors shall be varied in length to anticipate such staggered elections.

      Section 4.   Removal. A Director may be removed at any time by majority vote of the Members at an annual meeting or special meeting duly called for that purpose. Upon removal, a new Director shall be appointed by the Board to take the prior Director's place until the next annual meeting of the Members. A Director's right to vote shall be suspended if his or her rights to use the BCC's facilities are suspended for non-payment of Dues or if such Director misses 3 consecutive regularly scheduled meetings of the Board of Directors. If a Director whose voting powers have been suspended does not adequately address the reason for such suspension within thirty (30) days, such Director shall be removed from office. A Director shall automatically be removed from office if his or her share is required to be transferred pursuant to Section 5 of Article VI.

      Section 5.   Regular Meetings. A regular meeting of the Board of Directors shall be held without any notice immediately after, and at the same place as, the annual meeting of the Members. The Board may provide, by resolution, the time and place for holding additional regular meetings without other notice than by such resolution and posting the date, time, and place of such meeting at the BCC clubhouse during the operating season. Additional regular meetings shall be held at the principal office of the BCC in the absence of any designation in the resolution.

     Section 6.   Special Meetings. Special meetings of the Board may be called by or at the request of the president or any two Directors, and shall be held at the principal office of the BCC or at such other place as the Directors may determine.

     Section 7.    Notice. Notice of any special meeting of the Board shall be given to each Director at least 24 hours prior to the time and date of the meeting. Notice may be given orally, either in person, by telephone, or in writing.

     Section 8.   Quorum. A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board. If less than a majority of the Directors are present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

     Section 9.   Decisions. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number is required by law or by these bylaws.

     Section 10.  Vacancies. Any vacancy occurring in the Board and any directorship to be filled by reason of an increase in the number of Directors At Large shall be filled by the Board except as provided under Section 4 of this Article. A Director appointed to fill a vacancy shall serve for the balance of the period which would have been served by his or her predecessor, subject to the approval of the Members at the next annual meeting of Members or an appropriate special meeting.

     Section 11.   Compensation. No Director shall receive any compensation for his or her services. Nothing herein shall be construed to preclude any Director or Member from serving the BCC in any other capacity and receiving compensation therefor.

     Section 12.   Attendance of Members at Meetings. The Board shall provide time during each of its meetings during which any Member in good standing may address issues and questions to the Board, however not all of any meeting need be open to Members who are not Directors, officers, or members of applicable committees.

Article IX

Officers

      Section 1. Officers. The officers of the BCC shall be a president, a vice president, a treasurer, and a secretary.

      Section 2.  Election, Qualification, and Term of Office. The officers and directors of the BCC shall be elected or re-elected annually by the Members at the annual meeting of Members. The term of each office shall be two years to run concurrently with BCC's fiscal year with a two consecutive term limit per office. Only an individual who is either (i) a shareholder Member, (ii) the joint owner of a share, or (iii) an individual designated to vote a Corporate Share, and whose Required Annual Dues are not delinquent may be an officer. Each officer shall hold office until his or her successor has been duly elected and qualified. No person shall hold more than one of the offices designated in Section 1 of this Article at any time.

      Section 3.   Removal. Any officer may be removed by the Board for the unexpired portion of the term. An officer's power and authority to act shall devolve to the Board (or the Board's designee) immediately if the officer's right to use the BCC's facilities are suspended for non-payment of Dues. An officer shall automatically be removed from office if his or her share is required to be transferred pursuant to Section 5 of Article VI.

      Section 4. Vacancies. A vacancy in any office shall be filled by the Board for the unexpired portion of the term.

      Section 5.   Powers and Duties. The officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the Board. In the absence of such specifications, each officer shall have the powers set forth in these bylaws, except that the Board may limit the powers designated in these bylaws by majority vote of the Board.

      Section 6.  Liability Insurance Policy. The Board is authorized to contract with an approved licensed insurance authority for a Director liability policy.

      Section 7.  Powers and Duties of the President. The president shall preside at the annual meeting of the Members and shall preside at all meetings of the Board. The president shall sign as co-signatory with the secretary all material contracts and instruments of conveyance authorized by the Board of Directors in the name of the BCC, and shall sign as co-signatory with the treasurer all checks, drafts, notes and orders for the payment of money in excess of $500.00. The president shall perform all other duties usually incident to the office of president. In the event that the Treasurer is unavailable or incapacitated, the checks may be signed by the president and one other officer.

      Section 8.    Powers and Duties of the Vice President. The vice president shall have such powers and perform such duties as may be delegated to him or her by the Board. In the absence or disability of the president, the vice president shall perform the duties and exercise the powers of the president.

      Section 9.    Powers and Duties of the Treasurer. The treasurer shall have custody of all funds and securities of the BCC which may come into his or her hands; when necessary or proper the treasurer shall endorse on behalf of the BCC for collection, checks, notes and other obligations and shall deposit the same to the credit of the BCC in such bank or banks or depository as the Board may designate. Whenever required by the Board, the treasurer shall render a statement of the cash account and all other accounts of the BCC. The treasurer shall enter regularly in the books of the BCC, to be kept by the treasurer for that purpose, a full and accurate account of all the moneys received and paid by the treasurer on account of the BCC. The treasurer shall at all reasonable times exhibit the books and accounts to the President, any Director or any Member upon application. The treasurer shall perform all acts incident to the position of treasurer. The treasurer shall render a report of the condition of the finances of the BCC at each regular meeting of the Board and he or she shall make a full financial report at the annual meeting of Members. The treasurer, in conjunction with the secretary and the Finance Committee, shall keep a record detailing the Dues Requirements and payment status of each of the Members and Single Season Users, and shall promptly report any defaults in Dues obligations to the Board, the Finance Committee and the president. The treasurer shall sign as co-signatory with the president all checks, drafts, notes and orders for the payment of money in excess of $500.00. The treasurer alone may sign disbursements in amounts less than $500.00.

      Section 10.   Powers and Duties of the Secretary. The secretary shall keep the minutes of all meetings of the Board and the minutes of all meetings of the Members in books provided for that purpose. The secretary shall sign as co-signatory with the president all material contracts and instruments of conveyance authorized by the Board of Directors. The secretary shall have charge of the minute books and such other books and papers as the board of directors may direct, all of which shall, at reasonable times, be open to the examination of any Member. The secretary shall keep a record giving the names and addresses of the Members, Single Season Users, and their respective Dues Categories selected. In the absence of or disability of the secretary, the Board may appoint a temporary secretary.

      Section 11.   Delegation of Authority. With the approval of the Board of Directors, any officer may delegate a portion (but not all) of his or her duties and responsibilities to other persons in order to assist in the process of operating the BCC.

     Section 12.   Authority to Enter Into Contracts. The Board must approve any contract between the BCC and any employee or Member. The Board may delegate the authority to execute other designated contracts to various agents of its choosing.

Article X

Committees

      Section 1.    Executive Committee. There shall be an Executive Committee consisting of the president and four or more members appointed by the Board from among its members. The Executive Committee shall have the authority to act for the Board on matters specifically designated by the Board.

      Section 2.    Designation of Committees. The president may designate one or more committees each of which, to the extent provided in such resolution, shall have and may exercise all the authority of the Board except as otherwise provided by statute. At a minimum, the president with the approval of the Board shall designate the following standing committees: a Finance Committee, a Greens and Grounds Committee, a House Committee, a Membership Committee, and a Golf Committee. The president may establish ad hoc committees (including but not limited to a Nominating Committee) with the consent of the Board.

      Section 3.   Chairpersons, Resignations and Vacancies. The president shall appoint the Committee chairpersons. Any member of any committee may resign on written notice to the Board. Any vacancies shall be filled by the Chairperson with the advice of the president.

      Section 4.    Appointment of Committee Members. The committee chairpersons shall appoint the members of his or her committee, all of whom shall serve at the pleasure of the Board. A minimum of two non-Board Members shall be appointed to each committee, with the exception of the Executive Committee. One Director or officer shall be appointed to each committee. The treasurer shall be a member of the Finance Committee and the secretary shall be a member of the Membership Committee. Any Director or officer may attend any committee meeting. The president shall be an ex-officio member of all committees with the exception of the Executive Committee.

      Section 5.   Attendance at Board Meetings. The chairperson of each committee or his or her designee shall attend each meeting of the Board. Article XI Rules The Board, upon the report of any committee or on its own, shall from time to time adopt and revise rules governing use of the golf course and other facilities of the BCC by Members, their guests, and the public. Such rules shall go into effect immediately but shall be subject to recall by the Members at the next meeting of Members. In the event of a dispute relating to such rules, the Board shall have authority to interpret and apply the rules as the Board, in its discretion, deems appropriate in the best interests of the BCC and its Members.

Article XII

Proxies and Seal

      Section 1.   Proxies. All proxies shall be submitted to the secretary of the BCC immediately prior to the beginning of the meeting at which such proxy shall be exercised, and unless so submitted, shall be invalid as to such meeting, provided, however, a member who is present at the beginning of a meeting but who later leaves the meeting prior to adjournment may deliver a proxy to the secretary during the meeting and such proxy shall be valid for that meeting..

      Section 2.   Corporate Seal. The corporate seal shall have inscribed thereon the name of the BCC, the year of its organization and the words "Corporate Seal" and "Vermont". The seal shall be in the charge of the secretary. Article XIII Amendment of Bylaws These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a vote of two thirds of the members voting at an annual meeting or a special meeting called for that purpose. Any Member may recommend changes to the bylaws, but votes on changes or amendments to the bylaws may only be called if the proposed language of such amendment is submitted in writing (excepting amendments to such proposals made from the floor at such meeting) to the entire membership at least two weeks in advance of the meeting.

Article XIII

Amendment of Bylaws

These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a vote of two thirds of the members voting at an annual meeting or a special meeting called for that purpose. Any Member may recommend changes to the bylaws, but votes on changes or amendments to the bylaws may only be called if the proposed language of such amendment is submitted in writing (excepting amendments to such proposals made from the floor at such meeting) to the entire membership at least two weeks in advance of the meeting.

Article XIV

Amendment of Articles of Incorporation

The articles of incorporation may be altered, amended, or repealed, and new articles of incorporation may be adopted by a vote or a special meeting called for that purpose. Any Member may recommend changes to the articles of incorporation, but votes on changes or amendments to the articles of incorporation may only be called if the proposed language of such amendment is submitted in writing (excepting amendments to such proposals made from the floor at such meeting) to the entire membership at least two weeks in advance of the meeting.

As amended November, 2006

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