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Revised 6/10/06
By-Laws of Cloud 9 Ranch Club, Inc.Definitions
Board
- The business and affairs of the corporation shall be managed by its Board of Directors as usedherein “Board” shall mean Board of Directors of Cloud 9 Ranch Club, Inc.
Delivery -
To send notice, ballot, or communication to members personally, by e-mail or postal mail. If given by postal mail, such notice shall be deemed to be delivered when deposited in the UnitedStates Mail addressed to the member at his address as it appears on the records of the corporation,with postage thereon prepaid. E-mail notice will be sent as per request by the member and shallinclude the e-mail address of such member.
Director(s) –
One of seven elected members of the Board of Directors.
Voting Authority –
Total number of members voting in the most recent election for Board of Directors.
Voting Power –
The total number of members entitled to vote for a Board of Directors election.
Voting Representation –
The total number of members of the corporation voting at an annual meeting inperson and or by proxy.
By-lawARTICLE I – Names & Offices
The name of this corporation shall be Cloud 9 Ranch Club, Inc. and its principal office shall be located inCaulfield, Missouri.
ARTICLE II – Purpose & PowersSection 1. General.
Cloud 9 Ranch Club, Inc. is organized to manage, operate, and maintain a social andrecreational ranch for the pleasure and recreation of its members: to engage in other non-profitableactivities similar to pleasure and recreation which are exempt activities under Section 501 © (7) of theInternal Revenue Code of 1954 or the corresponding provision of any future United States InternalRevenue law.
Section 2. Non-political.
No Substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, and the corporation shall not participate in,or intervene in, including the publishing or distribution of statements, any political campaign on behalf of any candidate for public office.
Section 3. Not-for-profit.
The corporation shall be conducted at all times as a not-for-profit organizationand no part of the net earnings of the corporation shall inure to the benefit of, or be distributed to itsmembers, directors, officers, or other private persons, except that the corporation shall be authorized andempowered to pay reasonable compensation for services rendered and to make payments and distributionin furtherance of the purposes set forth in Section I of the Article. Provided further, that in no event shallany of the assets of the corporation be the Diversion of such assets from purposes which qualify as exemptunder Section 501 © (7) of the Internal Revenue code of 1954 or the corresponding provision of anyfuture United States Internal Revenue law. The corporation shall do whatever is necessary, conducive,
 
revised 6/10/06
2incidental or advisable to accomplish and promote the objects and purposes of the corporation aforesaidand in regard thereto shall have all of the powers granted a not-for-profit corporation by the laws of theState of Missouri, and all of the powers and functions granted to it in the restrictions which are attached toand made a part of these Bylaws.In addition to the powers aforesaid, the corporation shall have all of the powers and functions which maybe granted it by amendments to the restrictions aforesaid or by any new or by any new or additionalrestrictions which have been approved by the members Any such amendments, new or additionalrestrictions shall be attached to these Bylaws.
ARTICLE III – MembershipSection 1. Classification.
The corporation shall have two (2) classes of members, voting members andassociate members.
Section 2. Voting Members.
Any person, firm, association or corporation who owns or has executed aContract for Deed to purchase an undivided interest in real estate (Cloud 9 Ranch) which is subject to therestriction referred to in Article II of these Bylaws shall automatically become a voting member of thecorporation; provided however, should such undivided interest be owned or contracted for by more thanone person or other entity, such voting membership shall be issued as one vote per membership.
A.
Cession ownership and related voting assignments are described in the Articles of Incorporation, Section 8 a, b, & c. The one exception is; (a) If legal title is held by husband andwife, either spouse shall have equal right to vote their membership(s). If both are deceased, thesame shall be transferred in accordance with the Articles of Incorporation, Section 8-c.
B.
The number of memberships that can be sold or transferred to any individual, firm,organization, association or corporation is limited to a total of five (5).
Section 3. Associate Members.
(a) The following shall be entitled to associate membership in the corporation: Theunmarried, under 21 years of age, children of a voting member.(b) Each voting member shall notify the corporation in writing upon becoming a votingmember the persons entitled to associate membership. No person who is entitled toassociate membership in the corporation shall be entitled to the privileges of associatemembership until the corporation receives the written notification aforesaid.(c) Associate members shall have no vote or right to notice of any meeting of members,regular or special. Associate members shall not be required to pay maintenance feesand shall not own any interest in the assets of the corporation but shall be entitled toenjoy all other privileges of membership, subject, however, to the observance of allrules and regulations governing the conduct of members.(d) Associate membership shall cease automatically upon termination of the status-givingrise to such membership.
Section 4. Corporation-owned memberships.
The corporation shall not be entitled to vote on account of memberships owned, held, acquired or reacquired in its’ own name.
Section 5. Privileges.
Members and associate members, and the guests of each, shall have the use of theranch roads, parks and recreational facilities in all of the property of Cloud 9 Ranch and any other
 
revised 6/10/06
3property or facilities from time to time owned in common by the members, or which may be acquired bythe corporation subject to the restrictions aforesaid and such other rules for the use of such property,roads, parks, recreational facilities or other property of facilities as are currently in effect or as they maybe amended from time to time by the Board of the corporation. Any such rule amendments shall besubject to validation, modification or rescission by a majority of the voting representation.
Section 6. Termination of Voting Membership.
Voting membership in the corporation shall terminatewhen a member transfers his undivided interest in the real property which is subject to the Restrictions setforth in the Article of Incorporation, Section 8,a, b, & c, defaults in the payments provided for in themember’s Contract of Deed to purchase any such property, fails to pay maintenance fees, taxes, orassessments or fails to convey undivided interest in the real property aforesaid.Termination of the voting membership shall constitute a forfeiture, abandonment, surrender, release andrelinquishment of all interest of such terminated voting member in and to the corporation and its property,and such terminated voting member shall thereafter have no rights thereto or therein. Each voting memberfurther agrees that upon termination of his voting membership as aforesaid his undivided interest in theproperty from which his voting membership in the corporation was derived shall be sold.
Section 7. Fees, Taxes, and Assessments.
(a) Annual membership fees will be set by the Board for each membership. The board isauthorized to increase membership fees up to 10% annually, if the need arises. Increasesgreater than 10% may only be authorized by a majority of the voting authority, Saidmembership fees shall be paid as stated under the condition of the membership sale, monthly,in advance on the first day of the month except those memberships which as a condition of thatmembership have agreed to a different schedule of payment of maintenance fees; providedhowever, any voting member may prepay said fees if they so desire. The monthly fees of thosewho become members of the corporation on a day other than the first day of the month shall bewaived for such month. Fees, if any, for the use of corporation facilities, shall not be deemed tobe dues or assessments, and the same shall be determined by the Board.(b) The corporation shall pay all taxes and assessments, if any, which may be levied by anygovernmental authority upon the property subject to the Restrictions set forth in Article IIhereof and any improvements thereon; provided however, in the event there are not sufficientfunds in the corporation to pay the same, the corporation shall immediately assess eachmember for his proportionate share of such taxes and assessments. Such assessment shall bedue and payable thirty (30) days after the notice of such assessment is forwarded to each votingmember at his address as the same appears in the records of the corporation.(c) Special assessments, above and beyond the annual membership fees aforesaid may be leviedagainst all members by the Board if necessary for matters involving health, safety or welfare,otherwise only by a majority of the voting representation.(d) Whenever a voting member shall be in arrears in payment of his fees, taxes and specialassessments for a period of more than thirty (30) day, he shall be notified in writing by thePresident or Secretary of the corporation that is such fees or assessments or both, are not paidwithin thirty (30) days after such notice he shall be deemed a delinquent member.
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