ARTICLE V
MEETINGS AND ACTION OF THE BOARD OF DIRECTORS

Section 1. Regular Meeting.   Regular meetings of the Board of Directors, otherwise called Planning Meetings, shall be held each month at such time and place as may be designated by the Board of Directors, for the purpose of transacting such business as may be properly brought before the meeting. In addition, the Board of Directors may provide, by resolution, the time and place, within the State of North Carolina, for the holding of additional regular meetings.  The Annual Meeting of the Board of Directors shall be the first following the Annual Meeting of Members, and shall be for the purpose of the election of officers of the Club from among the Board of Directors.

Section 2. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman or Secretary or shall be called by either of them upon the written request of the majority of the Directors.

Section 3. Presence at Meetings. The Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting. Any director absent from three successive meetings, unless excused by the Board for a purpose, shall be deemed resigned from his seat on the Board.

Section 4. Notice of Meetings. Regular and Special meetings of the Board of Directors shall be held upon such notice sent by any usual means of communication not less than seven days before the meeting. Such notice shall reasonably describe the purpose of the said meeting.

Section 5. Waiver of Notice. A Director may waive notice required by law or these Bylaws before or after the date and time stated in the notice. The waiver shall be in writing, signed by the Director entitled to the notice, and filed with the minutes or corporate records.

A Director's attendance at or participating in a meeting waives any required notice to him of the meeting unless the Director, at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 6. Quorum. Three Directors elected by these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 7. Action without Meeting. Action required or permitted to be taken by a Board of Directors' meeting may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents signed by each Director before or after such action, describing the action taken, and included in the minutes or filed with the corporate records reflecting the action taken.

Action taken under this section is effective when the last Director signs the consent, unless the content specifies a different effective date.

A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

ARTICLE VI
COMMITTEES

Section 1. Creation. The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them. Each committee shall have two or more members who serve at the pleasure of the Board of Directors.

Section 2. Approval of Committees. The creation of a committee and appointment of members to it shall be approved by a majority of the Directors in office when the action is taken.

Section 3. Meetings of Committees. The procedures set forth in Article IV above which govern meetings, actions without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors, apply to committees and their members as well.

Section 4. Authority. To the extent specified by the Board of Directors, each committee may exercise the authority of the Board of Directors under Article III, Section 1.

However, a committee may not: authorize distributions, recommend to members or approve dissolution, merger or the sale, pledge, or transfer of all or substantially all of the corporations assets; elect, appoint, or remove or fill vacancies in the Board of Directors or on any of its committees; or adopt, amend, or repeal the Articles of Incorporation of Bylaws.

ARTICLE VII
OFFICERS

Section 1. Number. The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and such Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers as the Board of Directors may from time to time elect. Any two (2) of more offices may be held by the same person, but no individual may act in more than one (1) capacity where action of two (2) or more officers is required.

Section 2. Election and Term. The officers of the corporation shall be elected by the Board of Directors at the Annual Meeting of the Board of Directors.  Each officer shall hold office until the next Annual Meeting of the Board of Directors, his resignation, retirement, removal, disqualification or death.

Section 3. Removal. Any officer or agent may be removed by the Board with or without cause; but such removal shall be without prejudice to the express and written contract rights, if any, of the person so removed.

Section 4. Compensation. Officers shall receive no compensation.

Section 5. President. The president shall have and exercise general charge and general supervision of the affairs of the Corporation and shall perform such other duties and have such powers as may be assigned to him by the Board.

Section 6. Vice Presidents. In the absence or disability of the President, the Vice President(s) shall have the powers and duties of the President. The Vice President(s) shall also have general administrative duties under the direction of the President and such other duties as may be assigned to him by the Board of Directors.

Section 7. Secretary. The Secretary shall keep accurate records of the acts and proceedings of all meetings of directors. He shall give all notices required by law and the Bylaws. In general, the Secretary shall perform all duties and possess all authority incident to the office and shall perform such other duties as may be assigned from time to time by the Board.

Section 8. Treasurer. The Treasurer shall have custody of all funds and securities belonging to the corporation and shall receive, deposit or disburse the sane under the direction of the Board of Directors. He shall keep full and accurate accounts of the finance of the corporation in books especially provided for that purpose. The Treasurer shall, in general, perform all duties incident to his office and such other duties as may be assigned to him from time to time by the President or the Board of Directors.

Section 9. Assistant Secretaries and Treasurers. The Assistant Secretaries and Assistant Treasurers shall, in the absence or disability of the Secretary or the Treasurer, respectively, perform the duties and exercise the powers of those offices, and they shall perform such other duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.

Section 10. Bonds. The Board of Directors may by resolution require any and all officers, agents, and employees of the corporation to give bond to the corporation, with sufficient sureties, conditioned on the faithful performance of the duties of their respective officers or positions, and to comply with such other conditions as many from time to time be required by the Board of Directors.

ARTICLE VIII
INDEMNIFICATION

Section 1. Definitions for Purposes of this Article.

(a) Covered Person. A covered person shall include any person who at anytime serves or has served as a director or officer of the corporation, or in such capacity at the request of the corporation for any other foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise.

(b) Action. An action shall include any threatened, pending, or completed civil, criminal, administrative, investigative suit or proceeding, any appeal therefrom, and any inquiry or investigation that could lead to such a suit or proceeding.

Section 2. General. Except as provided in Section 5 of this Article, the corporation shall indemnify a covered person if he is made, or is threatened to be made, a party to an action whether or not the action is brought by or on behalf of the corporation (i.e., a derivative action), or otherwise (i.e., a direct action).

Section 3. Covered Expenses. A covered person shall be indemnified against (a) reasonable expenses, including without limitation, all attorney's fees actually and necessarily incurred by him in connection with any such action, (b) all reasonable payments made by him in satisfaction of any judgment, money decree, fine (including any excise tax assessed with respect to an employee benefit plan), penalty, or settlement for which he may become liable in such action, and (c) all reasonable expenses incurred in enforcing the indemnification rights provided herein.

Section 4. Advanced Payment of Expenses. Covered expenses may be paid by the corporation in advance of final disposition of the action if authorized pursuant to Section 6 below. Any advance payment shall be mad only upon receipt of an undertaking by the covered person to repay such amount unless it shall ultimately be determined that the covered person is entitled to be indemnified by the corporation against such expense.

Section 5. Standard of Care. Unless otherwise required by law, the corporation shall not indemnify a covered person for:

(a) Acts or omissions were, at the time taken, known or believed by him to be clearly in
conflict with the best interests of the corporation;

(b) Liability under North Carolina General Statutes 55A-8-32 or North Carolina General Statutes 55A-8-33;

(c) Any transaction in which the covered person derived an improper personal benefit.

(d) Any proceeding in which the covered person is adjudged liable by the corporation.

Section 6. Determination and Evaluation of Indemnification. The determination to indemnify
a covered person, and the amount and terms of the indemnification shall be made:

(a) By the Board of Directors by majority vote of a quorum consisting of directors not at the time parties to the action;

(b) If a quorum can not be obtained under subdivision (a) of this subsection, by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the action;

(c) By special legal counsel.

i. Selected by the Board of Directors or its committee in the manner prescribed in subsections (a) and (b) of this subsection; or

ii. If a quorum of the Board can not be obtained under subdivision (a) of this subsection and a committee can not be designated under subsection (b) of this subsection, selected by a majority vote of the full Board (in which selection Directors who are parties may participate).

Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subdivision (c) of this section to select counsel.

Section 7. Reliance. A covered person shall be deemed to be serving the corporation in reliance upon, and as consideration for the rights provided herein. Any repeal or modification of these indemnification provisions shall not affect any rights or obligations existing at the time of such repeal or modification.

Section 8. Non-Exclusivity. The rights provided for herein shall not be exclusive of any other rights to which the covered person may be entitled, including, without limitation, statutory rights to indemnification and benefits under policies of insurance.

ARTICLE IX
CONTRACTS, LOANS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the corporation, and any such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks and Drafts. All checks, drafts or other order for the payment of money issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such a manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such depositories as the Board of Directors shall direct.

ARTICLE X
DISTRIBUTIONS

Section 1. Except as provided by this Article and in the Articles of Incorporation, the Corporation shall not make any distributions.

Section 2. The Corporation may pay reasonable amounts to its directors or officers for services rendered or other value received in a capacity other than as a director or officer.

Section 3. Except as provided in Section 4 hereof, the Corporation may make distributions to any entity that is exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 or any successor section, or that is organized exclusively for one (1) or more of the purposes specified in Section 501(c)(3) of the Internal Revenue Code of 1986 or any successor section and upon dissolution shall distribute its assets to the United States, a unit of state or local government, or a charitable organization that is s exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 or any successor section, unless prohibited by law.

Section 4. The corporation shall not make any distribution under Section 3 of this Article if at the time or as a result of such distribution the Corporation would not be able to pay its debts as they became due in the usual course of business or the Corporation's total assets would be less than the sum of its total liabilities.

ARTICLE XI
REPORTS AND RECORDS

Section 1. The corporation shall keep and file such records as are required by the Nonprofit Corporation Act of the State of North Carolina, including, minutes of all meetings of members and the Board of Directors, records of all actions taken by the Board of Directors and records of all actions taken by committees of the Board of Directors.