MUIRFIELD VILLAGE BY-LAWS - ARTICLE 1

Article 1 - Membership

§1.1. Admission to Membership
§1.2. Termination of Membership
§1.3. Annual Meeting (amended 2018)
§1.4. Special Meetings
§1.5. Place of Meetings
§1.6. Notice of Meetings
§1.7. Waiver of Notice
§1.8. Organization
§1.9. Order of Business (amended 2018)
§1.10. Voting
§1.11. New Members

§1.1. Admission to Membership. All Residents, as that term is defined in the Deed dated February 10, 1975, from Muirfield Ltd. to Frank C. Dunbar, III, as trustee, of any part of the property described in that certain Deed (hereinafter referred to as the “Property”), and such additions thereto as may hereafter be annexed thereto pursuant to the provisions of said Deed, shall automatically become members of Muirfield Association, Inc. (hereinafter referred to as “MA”) upon the commencement of their residency. Until such time as there is at least one member of MA by reason of such member’s being a Resident, Muirfield Ltd. shall be a member of MA for all purposes; thereafter, Muirfield Ltd. shall no longer be a member of MA. Such members by virtue of their residency and Muirfield Ltd., for so long as it is a member of MA, are hereinafter referred to as “members” in the plural and a “member” in the singular.

In addition, the trustees (whether initial trustees or other trustees), while acting as trustees, shall constitute voting members of a class within the meaning of Ohio Revised Code Section 1702.38(C) (or any corresponding provision of any other Ohio statute), and are hereinafter referred to as “trustee-members” in the plural and a “trustee-member” in the singular. Trustee-members, as such, shall have none of the rights, privileges, duties, or obligations conferred or imposed upon a member, other than the right to vote in the manner and for the purposes specifically set forth in Article 8 of these regulations; but the foregoing shall not be construed as limiting in any manner the rights, privileges, duties, and obligations that are conferred or imposed upon a trustee-member in his capacity as a trustee or as a member by virtue of his residency, if he be such.

§1.2. Termination of Membership. Muirfield Ltd.’s membership shall automatically terminate at such time as there is at least one member of MA by reason of such member being a Resident. Whenever any other member ceases to be a Resident of any part of the Property, his membership shall automatically terminate. In addition, if the board of trustees, by a vote of two-thirds of the trustees present at any meeting of the board of trustees, determines that a member has failed to abide by, or perform the duties and obligations imposed upon him by, the restrictions, conditions, covenants, rules or regulations of or owing to MA and to be abided or performed by such member, or that a member has engaged in other acts or conduct detrimental to the purposes of MA, the rights and privileges, but no the duties and obligations, of his membership shall thereupon and thereafter be suspended, unless and until the board of trustees by a two-thirds vote of the trustees present at any meeting of the board of trustees shall re-instate such rights and privileges of membership.

§1.3. Annual Meeting. The annual meeting of the members at which the voting members shall elect trustees, if such an election is to take place, and transact such other business as may come before the meeting, shall be held at 8:00 p.m., local time, on the first Tuesday of the month of March of each year, or at such other time and on such other date within 30 days thereafter as may be designated by the board of trustees. If for any reason the election of trustees is not held at an annual meeting at which such an election was to take place, or any adjournment thereof, the board of trustees shall cause the election to be held at a special meeting of the members as soon thereafter as is convenient. At any such special meeting the voting members may elect trustees and transact any other business with the same effect as at an annual meeting. (As amended 3-26-85.)

§1.4. Special Meetings. A special meeting of the members may be called by the president, or, in case of the president’s absence, death, or disability, by the vice president authorized to exercise the authority of the president, or by a majority of the trustees acting with or without a meeting, or by 50 percent of the members entitled to vote. Upon delivery to the president or secretary or to anyone specifically designated by the board of trustees to receive the same, of a request in writing for a meeting it shall be the duty of the officer or person to whom the request is delivered to give notice to the members of such meeting. Said request shall specify the objects or purposes of and the date and hour for such meeting. The date shall be at least 10 but not more than 21 days after receipt of the request. If, upon such a request, such officer or person does not within 5 days thereafter call the meeting the persons making such request may call it by giving notice as provided in §1.6, or by causing it to be given by any designated representative.

§1.5. Place of Meetings. All meetings of the members shall be held at such place or places within Franklin or Delaware County, Ohio as may from time to time be fixed by the board of trustees, or if not so fixed, then as shall be specified in the respective notices or waivers of notice thereof.

§1.6. Notice of Meetings. Notices of annual meetings and all other corporate notices shall be delivered or mailed to each member at his residence in Muirfield Village as it appears on the records of MA.

Except as otherwise required by law, notice of the annual meetings of the members shall, not more than 60 days but not less than 10 days before the date specified for the meeting, be given by the president or secretary, or by anyone specifically designated by the board of trustees to give such notice, to each member entitled to notice of the meeting, by delivering one written or printed notice thereof to each residence or by posting it in a postage-prepaid envelope addressed to each residence in Muirfield Village as above-provided. If the board of trustees has determined the date or dates for any other meetings of the members, then the notice of the annual meeting may also include those dates, and, if such dates are included, then no other notice shall be required for such meetings. Except if and when expressly required by law, no publication of any notice of the annual meeting of the members shall be required. No person becoming a member less than 30 days prior to any meeting of the members shall be entitled to notice of such meeting.

Except as otherwise required by law, notice of a special meeting of the members shall, not more than 60 days but not less than 10 days before the date specified for the meeting, be posted by the president or secretary, or by anyone specifically designated by the board of trustees to post such notice, or in the case of his or their refusal or failure to do so, by the person or persons entitled to call such meeting, in a conspicuous place or places within Muirfield Village designated by the board of trustees to be used for such purposes. Every notice of a special meeting of the members, besides stating the time and place of the meeting, shall state briefly the objects or purposes thereof as may be specified by the person or persons requesting or calling the meeting. Only the business provided for in such notice shall be taken up at such special meeting.

Notice of the adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

§1.7. Waiver of Notice. Any member, either before or after any meeting, may waive any notice thereof required by law, the articles of incorporation, or these regulations. Waivers must be in writing and filed with or entered upon the records of the meeting. Notice of a meeting will be deemed to have been waived by any member who attends such meeting and who does not, before or at the commencement of the meeting, protest the lack of proper notice.

§1.8. Organization. At each meeting of the members, the president, or, in his absence, the vice president, or, in the absence of both, a chairman chosen by a majority of the voting members present and entitled to vote, shall act as chairman, and the secretary, or, in his absence, any person whom the chairman of the meeting appoints, shall act as secretary of the meeting.

§1.9. Order of Business. The order of business at all meetings of the members shall be as follows:

1. Roll call;

2. Proof of notice of meeting or waiver thereof;

3. Reading of minutes of preceding meeting and acting thereon, unless dispensed with by unanimous consent;

4. Report of board of trustees, if any;

5. Reports of officers, if any;

6. Reports of committees, if any;

7. Election of trustees, if any;

8. Unfinished business, if any; and

9. New business, if any.

The order of business at any meeting may, however, be changed by the vote of a majority of the members present and entitled to vote.

§1.10. Voting. For so long as Muirfield Ltd. is a member, it shall be entitled to one vote on each matter properly submitted to the voting members for their vote. Thereafter, the occupants of each living unit in Muirfield Village shall collectively be entitled to one vote allocated to that living unit on each matter properly submitted to the voting members for their vote. The board of trustees may make such rules and regulations, not inconsistent with the terms of the articles of incorporation or these regulations, as it deems advisable, in its sole discretion, for any meeting of members, in regard to proof of membership in MA, evidence of the right to vote, registration of members for voting purposes, and such other matters concerning the conduct of voting. MA shall have no duty nor responsibility to determine which occupant of a living unit shall be entitled to vote. If the occupants of any living unit cannot jointly agree as to which of them shall be entitled to exercise the vote allocated to that living unit, then the right to vote shall be forfeited by the occupants of such living unit.

Not more than 60 days but at least 10 days prior to any meeting at which the voting members are to elect one or more trustees, one ballot shall be mailed to each living unit known by MA to be occupied, which ballot shall contain the names of those members nominated for election as trustee by the nominating committee as provided in §2.2 and the date of the meeting, which shall be the last date upon which the board of trustees shall accept ballots for counting. Such ballots may be cast by mail or in person at the meeting.

Voting on all matters other than the election of trustees shall be done only in person at meetings of the members. Upon the request of any member entitled to vote, a vote shall be by written ballot. Otherwise, votes at any meeting of the members on matters other than the election of trustees shall be made orally.

§1.11. New Members. Any person entitled to membership shall make such fact known to MA by completing and returning to MA a membership form obtainable from MA; provided, however, that any member may complete such form for any person entitled to membership who, because of age or infirmity, is unable or incompetent to complete such form.