Hillcrest Golf Club - Durango, Co

Board Members

Jim Cross - President/Policy Chairperson
Dianne Larsen - Vice President/Membership Chairperson
Sandy Crites - Treasurer/Budget Finance Chairperson
Mary Kay Aigner - Secretary/Marketing Chairperson
Jim Howell - Director/House Chairperson
Mick McDermott - Director/Grounds Chairperson
Mark Gaughan - Director/Tournament Chairperson
Mike Amato - Director
Michael Hannigan - Director

Karen Gallegos - Office Manager

Links:

Hillcrest Income Statement
Report from Durango Municipal Recreation, Inc
Proposed Hillcrest 2010 Budget

HILLCREST BOARD OF DIRECTORS
AGENDA FOR BOARD OF DIRECTORS MEETING
TUESDAY, JULY 13, 2010

1. CALL MEETING TO ORDER

2. MINUTES OF THE JUNE 8, 2010 BOARD MEETING

3. TREASURER'S REPORT

4. MEMBER PARTICIPATION - This is a time set aside for members present to voice any questions,
concerns or ideas to the Board and the Hillcrest staff Several suggestions
from the Suggestion Box will be reviewed.

5. OLD BUSINESS:

A. EMPLOYEE HEALTH BENEFITS UPDATE.
B. BEVERAGE COOLER IN KITCHEN – TO REPAIR OR REPLACE
C. DHS/FLC CROSS COUNTRY MEET REVISITED
D. PURCHASING POLICY UPDATE
E. CART SHED UPDATE
F.

6. NEW BUSINESS:

A. GIFT CERTIFICATE POLICY - Dianne
B. NOMINATING COMMITTEE
C. BUDGET FOR 2011 - Sandy

7. COMMITTEE REPORTS

BUDGET/FINANCE SANDY CRITES
HOUSE JIM HOWELL
GROUNDS MICK MCDERMOTT
TOURNAMENT MARK GAUGHAN
MEMBERSHIP DIANNE LARSEN
POLICY JIM CROSS
MARKETING MARY KAY AIGNER

8. GROUNDS SUPERINTENDENT'S REPORT - KEN KIRBY

9. PROFESSIONAL'S REPORT - JOHN VICKERS

10. ADJOURNMENT

MEETING BEGINS AT 7:00 PM
THE MEETING WILL BE HELD AT THE HILLCREST GOLF CLUB CLUBHOUSE.
COPIES OF MINUTES AND INCOME STATEMENT ARE AVAILABLE AT THE HILLCREST CLUBHOUSE
AND ON THE WEB SITE www.golfhillcrest.com.
ALL MEMBERS ARE INVITED TO ATTEND

MINUTES OF THE MEETING OF
THE BOARD OF DIRECTORS HILLCREST GOLF CLUB
Tuesday, May 11, 2010

The regular meeting of the Board of Directors was held at Hillcrest Golf Club on Tuesday, May 11, 2010 at 7:05 PM.

Jim Cross, President, called the meeting to order. The following Board members were present: Dianne Larsen, Mike Amato,
Michael Hannigan, Mary Kay Aigner, Mark Gaughan, Sandy Crites, Jim Howell and Mick McDermott.

The following Hillcrest staff members were present: John Vickers, Ken Kirby and Will Herz.

Jim H. moved that the minutes of the April 13, 2010 Board meeting be approved as submitted with a second from Mark.
Motion passed.

TREASURER'S REPORT:

Sandy Crites, Treasurer, gave the Treasurer's report a portion of which was prepared by Karen. The balance in the
checking account as of 4/30/10 was $3,824.59. The balance in the money market account was $115,198.42 with a total on
deposit of $119,023.01. The total combined balance as of 5/11/10 was $153,174.01. Sandy stated that we balance to
the April 2010 bank statement. Mike A. moved to approve the Treasurer's report with a second from Michael.
Motion passed.

MEMBER PARTICIPATION

From the Suggestion Box:
Bob Battini suggested that the Club have comment cards at the front desk for members and guests to complete.
These cards could be used as a marketing tool. The idea was given to the Marketing Committee to compose a card
and then be responsible for tabulating the results.

OLD BUSINESS:

1. Employee Insurance - Dianne stated that they have met with Sidny Zink (Club's accountant).
The Committee will be meeting and will have a proposal for the Board at the June meeting.

2. Contract changes for the Golf Professional - There were no objections to the revisions in the employment contract.
The final revision will be drawn for signing by the Golf Professional and the Board President.

NEW BUSINESS:

1. Marcel Theberge, publisher of Travel Host Magazine, reviewed the magazine's features and distribution (the Four Corners Area).
It is the most circulated travel magazine in the area and is published four times a year. Mr. Theberge said that he would like
to publish an ad at no cost to the Club for trade for 2 memberships and range passes. The consensus of the members was that
the Club does not trade services for memberships. The Marketing Committee will look at the possibility of an ad in the future.
Jim C. thanked Mr. Theberge for his presentation.

2. Navajo Trial Open Sponsorship - Mike A. moved to approve the golf sponsorship of $1000.
Michael seconded and the motion passed.

3. Letter from Bud Andersen - The Fort Lewis College Golf Team would like to host a tournament in September 2010 at Hillcrest.
The dates being considered are Friday the 25th (practice round), Saturday the 26th (36 holes competition) and Sunday the 27th
(18 holes competition). The concerns the Board members had were loss of revenue and taking away member play time.
Sandy moved to approve the request. Motion died from lack of a second. Mike A. moved to disapprove the request with a second
from Jim H.
Motion passed.

John and Jim C. will talk with Bud to see if there are any alternatives such as revenue from the teams attending and flexibility
of the tournament schedule.

4. Pace of Play - John stated that there was a concern with certain members who are not complying with the pace of play requirements.
It is a difficult for some of our older members to keep up with the pace. After discussion, it was decided that John would speak
with these parties again and if there is still a problem, the Board would have to take some kind of action.

5. Cart Sheds - There is a concern regarding the cart shed ownerships. Karen is having difficulty finding members on the cart shed list
who want to purchase the cart and shed. We currently have two sheds/carts available with no success and Karen is half way down the list.
The Board may need to address this concern in the future.

6. The 2009 Survey is still on the web site. Karen will contact Michael Lofton to have it deleted.

COMMITTEE REPORTS:

Budget/Finance Sandy stated that the Line of Credit was paid off mid April at $72,500.

The interest paid was approximately $700.

$1500 for clubhouse painting changed from capital expense to repairs/maintenance under
Clubhouse expenses.

Sandy introduced a purchasing policy proposal to the Board.
After discussion regarding what such a policy should cover, it was decided that
the Budget/Finance Committee should review the proposed policy and its
parameters and report back to the Board.

House Nothing to report.

Grounds Mick reported that the trees have been moved to #6 and that the range net is completed.
The cost to repair the net was much lower than anticipated thanks to the grounds crew
and especially Bob Niggli. It was decided that a $100 Christina's gift certificate should
be given to Bob. The graffiti has been removed from the buildings.

Tournament Mark stated that we have had 2 tournaments and both are down in attendance.
The Morehart-Murphy Tournament is in two weeks. The Randango has cancelled.
The Club needs to have 2 members GHIN certified this year. We have two going
to Montrose to take the class and the test so the Club will meet this GHIN requirement.

Membership There are 857 memberships to date. 125 new memberships. In 2009 we had 1057 memberships
with 215 new.

Policy Nothing to report.

Marketing Mary Kay reported that two of our tournament sponsors have included a Hillcrest round of
golf with a test drive. Only 7 passes have been redeemed from the Early Bird" special.
John has had 20 discounted lessons redeemed. We have signed up with New-In-Town to have a
packet included in their Welcome Baskets. It was suggested that the Club have a get together
to welcome new members. The committee is going to cross reference those members from 2009
who have not joined and contact them. The committee also suggested that the appearance of the
clubhouse needs some care i.e. the fence along Rim Drive, a fence around the dumpster and a better
sign in front of the clubhouse. Ken did say they had fence ordered.

GROUNDS SUPERINTENDENT'S REPORT: Ken Kirby

Ken presented the following Maintenance summary for April:

- Greens have been aerated, top dressed and seeded. Healing has been somewhat slow due to the continued cold weather.

- Range net has been permanently hung and completed. Cost was about $600. Kudos to Bob Niggli for all his effort on
this project.

- Nozzle assemblies for all sprinkler heads have been replaced. This was a warranty issue so no cost was involved
except for the grounds crew labor. There were 1200 nozzles.

- Trees have been transplanted from #1 over to #6 as well as one tree on the upper left side of the driving range.
A total of 5 trees have been moved thus far.

- Elam Construction is scheduled for the week of the 26, 27, and 28 of May to redo the front nine cart paths.

- We have been doing extensive verticutting throughout the entire course to try and help with the recovery of areas
damaged from the winter. We are also beginning to seed around the green banks as well as fairway areas to try and
help with recovery. We will continue these efforts until it finally warms up and the turf begins to actively grow.

- Per City of Durango requirements, we have had expansion tanks installed on the hot water heaters in the clubhouse,
the maintenance shop and the superintendent's house. These will have to be inspected by a City approved tester.

GOLF PROFESSIONALS REPORT: John Vickers

John reported the following to the Board:

- The snack bar hours are currently 9 - 5 daily (weather permitting) and will remain the same throughout the summer months.

- John was a guest on the "Chamber Chat" radio program. Hillcrest Golf Club was promoted with topics including season pass
information and clinics.

- A full swing clinic was conducted by John and Lisa Wright on May 4th with 13 participants and John provided a free clinic
to the 7th and 8th grade girls at Escalante Middle School on April 26th. There were about 80 participants.

- The Irish Embassy Pub tournament had 84 participants and the Olde Tymers Café had 88 participants. Both tournaments went
smoothly and were well received.

- Twilight Couples was held on May 7th with 28 players.

- The graffiti on the southwest corner of the clubhouse has been covered – cost est. $30.

- John and Lisa conducted a free "on course" rules seminar for HWGA May 5th – 15 attendees

- 3 more carts have new batteries and it is anticipated that the entire fleet will have new batteries by June 10th.

- Demo days will be starting soon.

- There is a chart at the front desk that monitors marshalling on the course - who and when.
It is available for review.

- An activity/revenue report for April was presented to the Board. It included a Y-T-D report and a 2009 comparison.

Respectfully submitted,
Karen Gallegos, Office Manager

Jim Cross excused the Hillcrest employees at 9:20 pm and the Board members had a brief discussion
about appropriate means of communication with Club members and other Board members.
With no further business, the meeting was adjourned at 9:30 pm.

Respectfully submitted,
Mary Kay Aigner, Board Secretary

MINUTES OF THE ANNUAL MEETING
OF THE
HILLCREST GOLF CLUB
NOVEMBER 10, 2008

The Annual Meeting of the Hillcrest Golf Club was held on Monday, November 10, 2008, at the Hillcrest clubhouse at 8:00 p.m.

The President, Tom White called the meeting to order. The following Board members were present: Mary Kay Aigner, Jack Morrison,
Mick McDermott, Kay Rogers, Rich Podlesnik, Dianne Larsen and Jim Cross. Bob Kunkel was excused.

The following Hillcrest staff members were present: John Vickers and Ken Kirby

Karen Gallegos, Club Secretary, stated that between the proxies mailed in and those members present, there was a quorum for any
business decisions that require a vote by the membership.

Karen read the minutes of the 2007 Annual Meeting. There was one correction to the minutes. Bob Kunkel's name should be added
to new Board members elected for a one year term. Rick moved that the minutes be approved as corrected with a second from Kay.
Motion passed unanimously.

I. REPORT OF OFFICERS:

A. President: Tom White, President, thanked John Vickers and his staff and Ken Kirby and Will Herz for a smooth transition after
Rick Kern's retirement. He stated that the course was in great shape all year. Tom also thanks Jack Morrison, Grounds Committee
chairperson for all of his work with the transition of staff. Thanks also went to Rick Podlesnik for his efforts with the member
survey and the budget process and to Kay Rogers for all the work and time that went into the tournament schedule for this year
including the Shoot-out Tournament at the end of the season. Thanks went to Jim Cross as Policy and Nominating chairperson,
Mary Kay Aigner for her work on the budget process, Dianne Larsen for all the special meeting minutes and to Jack Morrison,
Rich Podlesnik and Mick McDermott for their work on the 5 year grounds plan. Tom also thanked Karen Gallegos for her work throughout
the year.

Some of the accomplishments of the Board, Staff and Club this year were:

- Improvements to the back nine
- New trees on holes 3 and 4
- Upgrading the women's locker room
- Board meeting agenda's and tournament tee times posted on the web site.
- Revision of Club's By-laws
- Netting at the southeast end of the driving range
- Liquor license to serve regular beer and wine
- Increase in 9 hole fee for 2009 - $20
- Increase in the full, spousal and family membership fees for 2009 by $10
Tom thanked the Board for all of their hard work this past year.

B. Secretary: Dianne Larsen, Board Secretary reported that the Club had a total of 1272 members for the 2008 season.
This compares to 1347 members in 2007.
A revised policy manual is available to all members thanks to Jim Cross, policy chairperson.

C.Treasurer: Rich Podlesnik, Treasurer, stated that the year-to-date revenues are down by about 1% due to the decrease
in memberships and the late start in the season. Expenses are up about 6%. The Club's cash balance is similar to this time last year.
The permanent loan has been refinanced at 6.5% and approximately $80,000 has been paid towards the principal this year.

II. GROUNDS SUPERINTENDENT'S REPORT: Ken Kirby
Ken stated that we had a late start this year due to the snow but it was good for the cross country skiing.

Rick Kern retired August 15th and Ken Kirby accepted the superintendent's position with Will Herz as his assistant and Ken thanked the
Board and the members for the opportunity.

Ken reviewed several of the projects for this year including the 5 year plan update which includes the following:

- Topdressing 17 & 18 fairways as well as increased topdressing of the tees.
- Over seeding fairways.
- Installation of the practice area net.
- Added 50 tons of sand to the bunkers.
- Remodeled and addition to #3, 5 and 12 tees which were opened for play this year.
- Edged and seal coated back nine cart paths.
- Sent samples to C.S.U. and determined that the course has a long standing problem with anthracnose on the greens which will be
proactively treated in the future.
- Continued the bunker renovation of #11.

Ken thanked his entire staff for their hard work and dedication during the summer as they sacrifice many weekends to provide quality
conditions for the players. He also thanked the Board and the greens committee for their support and the opportunity to become
superintendent. He said that Will, Bob and he are looking forward to the 2009 season with great anticipation to improve on what
Rick Kern had implemented over his years of service. He also thanked John Vickers for his help and support during this transition period
and a special thank you to Will, Bob and Karen for their patience and support during the transition. It was a big change when Rick left
and he did a tremendous job for a long time and we hope to continue the tradition with the ultimate goal of making Hillcrest a better
place for the future.

III. GOLF PROFESSIONAL'S REPORT: John Vickers
John said that he estimated that the course had approximately 45,000 rounds of golf played and 20,000 buckets of range balls were used.

The Junior Golf camp had 100 participants - mostly beginners. A new program for intermediate juniors was instituted with 20 kids
participating in weekly instruction throughout the summer. The advanced junior program had 25 participants.

We had a full slate of Club sponsored tournaments and outside events. Participation was down in some of the tournaments and the tournament
committee needs to review this for next year's schedule. He thanked Kay Rogers for all of her efforts and especially for creating the
Shoot-put Tournament for the end of the year.

The posting of tournament tee times on the web site has been very successful.

We finally have a regular beer and wine license and are selling a local draft product. Next year wine will be added to the beverage menu.

Among some of the highlights for this year were the hosting of the CGA West Chapter and Senior Championship, the High School Invitational
and the FLC Intercollegiate tournaments.

John feels that the service from his staff continues to improve.

John and Kim want to thank everyone for their support and also thanks to Ken, Will, Karen and the Board.

IV. MISCELLANEOUS:
Hillcrest Golf Club By-law revisions: Rich Podlesnik reported that there had been no objections received regarding the proposed
by-law revisions. Rich Podlesnik moved that the Hillcrest Golf Club By-law Revisions be approved as submitted with a second from
Dianne Larsen. The motion passed unanimously.

Jim Cross thanked Tom White for being the Board's "fearless" leader this past year and the members of the Board concurred.

V. ELECTION RESULTS:
Tom White presented the election results. The new Board members are:

Dianne Larsen
Sandy Crites
Greg Walsh

Tom congratulated the new Board members and thanked all those who ran for the Board. It was a close race and those who did not win
should consider running again next year.

With no further business, Kay moved that the meeting be adjourned with a second from Rich. Motion passed unanimously and the meeting
was adjourned at 8:35 pm.

Respectfully submitted,
Karen Gallegos, Secretary

Board of Directors By Laws
ARTICLE I

Corporate Powers
Section 1.This non-profit organization shall be known as the Durango Municipal Recreation, Inc., and the purpose of this Corporation is to maintain a golf course and such other recreation facilities as may come into being.

Section 2.The corporate seal of the Corporation shall be circular in form and shall contain the name of the Corporation, the year of its organization and the words "Seal, Colorado."

Section 3.The management of the affairs of the Club shall be vested in a Board of Directors consisting of nine resident regular members, to be elected as set forth in the Articles of Incorporation, subject to the laws of the State of Colorado and these By-laws. Five Directors will constitute a quorum and all Directors present must vote, the President voting only in case of a tie.

ARTICLE II

Election and Meetings

Section 1.The annual election of the Board of Directors shall be held at the clubhouse or other place designated by the Board on the second Monday of November of each year, at which time there shall be elected to the Board of Directors the necessary number of persons to fill vacancies from the resignation/expiration of the terms of incumbent Directors. The vote shall be cast by secret ballot.

Section 2.The President shall, at least one (1) month previous to the election, appoint from the general membership a committee who shall act as a nominating committee for vacancies on the Board of Directors. No more than three regular members will be nominated for each impending vacancy, but nothing herein contained shall preclude a write-in candidate from the ballot. The nominating committee must submit its slate of candidates to the Board for formal approval. After approval by the Board, the regular members will be notified of said nominations, and the ballots shall be sent to the regular members at least three (3) weeks before the date for election.

Section 3.The Secretary of the Corporation will supervise the election.

Section 4.The Secretary and at least two (2) members of the Board of Directors will count the votes, and report to the President in writing the names of the Directors elected, and the number of votes cast for each candidate. A plurality of votes shall elect the candidate and the President shall declare the results at the annual meeting. The Secretary will record the election results in the minutes by stating who was elected and specifying their post election order of finish. The vote tally will not be recorded for those nominees not elected.

Section 5.In case two or more candidates shall have received an equal number of votes and two or more candidates cannot be elected, a ballot shall be taken from all regular members then present at the annual meeting as between such candidates having an equal number of votes only and the candidate or candidates receiving the higher number of votes shall be declared duly elected.

Section 6.Any Board member with three (3) unexcused absences out of the last twelve (12) meetings may be removed as a Director by the Board. An excused absence is notification to the Board President or Club Secretary prior to the meeting that he/she will be unable to attend because of a good faith reason.

Section 7.The term of office for each elected Director shall be for a period of three (3) years unless such Director is elected to fill a vacancy for an unexpired term. The terms of office of each elected Director shall commence immediately after the annual meeting is adjourned and shall continue until the successors of said elected Directors are elected and qualified.

The terms of the offices of the Board of Directors shall be limited to two successive terms of three (3) years each or a maximum of six (6) consecutive years, and upon expiration of said period, said Director shall not be eligible for re-election to the Board of Directors until one (1) year shall be elapsed; however, it is provided that any Director in office shall serve out his term, notwithstanding that the same may extend beyond the six-year period.

No regular member shall be nominated or be eligible to be elected to the Board of Directors unless he/she shall have been a regular member of the Club for a period of at least one (1) year prior to such nomination. No regular member employed by the Club or the Club's Golf Professional shall be eligible to serve on the Board of Directors

Section 8.No regular member shall be eligible for any office of the Corporation or to vote on any matters of the Corporation policy who is delinquent in payment of any dues. Any Board member delinquent in the payment of membership dues is ineligible to vote at Board meetings.

Section 9.Whenever any vacancy occurs in the office of Director, such vacancy shall be filled by an appointee of the Board, and the person so appointed shall hold office until his/her successor is elected at the next annual meeting.

Section 10.There shall be regular meetings of the Board of Directors at least once a month at a time and place decided by the Board. The time, place and agenda of regular meetings will be posted. Special meetings may be called at any time by order of the President or of any three (3) Directors. The Secretary shall give each Director notice of such meeting at least one (1) day previous to the date thereof.

Section 11.At any regular annual meeting of the Corporation twenty percent (20%) of the total regular membership present, in person or by proxy, shall constitute a quorum; and all other business transacted at a meeting so constituted shall be valid as if all of the regular members of the Corporation were present and voting.

Section 12.The regular annual meeting of the Corporation shall be held at the clubhouse or other designated place on the second Tuesday of November at 7:00 p.m. At that meeting the President, Secretary and Treasurer shall report on their accounts and general business of the Corporation, and such other business shall be transacted as may be brought before the meeting.

The Secretary shall call the roll at the opening of the meeting and should there be no quorum present, the President shall adjourn the meeting to any day within one (1) week thereafter.

The order of business shall be as follows:
First-Reading of minutes of previous meeting.
---Second-Report of officers.
---Third-Miscellaneous business.
---Fourth-Report of election results for Board of Directors.

Section 13.Special meetings of regular members may be called by the Board of Directors with at least a seven (7) day notice being given. Regular members may, on the written application of at least ten percent (10%) of the regular members, call for a special meeting. The purpose of said meeting must be stated in said application.

Section 14.The order of business at meetings of the Board of Directors shall be as follows:
First - Roll call of Directors.
Second - Reading of the minutes of the previous meeting.
Third - Treasurer's Report.
Fourth - Old business.
Fifth - New Business.
Sixth - Report of committees, Golf Professional, Grounds Superintendent and officers.
Seventh - Adjourn.

Robert's Rules of Order may be used as a guide by the President.

Section 15.Directors will serve on the Board without compensation.

ARTICLE III

Officers

Section 1.Immediately after the annual meeting is adjourned, the Board of Directors shall meet to organize the said Board and to elect officers. They shall elect a President, Vice President, Secretary and Treasurer, each of whom must be a Director, but at the discretion of the Board of Directors, the same person may hold the office of Secretary and Treasurer.

Section 2.No Director shall be eligible to be elected President or Vice President of the Corporation unless he/she has served at least one (1) year prior there to as a member of the Board of Directors.

Section 3.No member of the Board of Directors shall be elected President or Vice President to serve as such officer for terms exceeding a total period of three (3) successive one-(1) year terms.

ARTICLE IV

Power and Duties of the Officers

Section 1.It shall be the duty of the President to preside at all meetings of the Corporation and Board of Directors, to see that the By-laws and such regulations as may be adopted by the Corporation are enforced, to supervise generally all affairs of the Corporation, and at the annual meeting, to make a report of the accounts and general business of the Corporation during the previous year. He/she shall appoint all committees by and with the advice and consent of the Board of Directors, and shall be an ex officio member of same. He/she shall sign jointly with the Secretary all contracts, bonds and/or other instruments of writing, except warrants or checks drawn for payment of bills in the regular conduct of the Corporation affairs.

Section 2.In the absence or inability of the President to act, the Vice President shall perform all the duties of the President. If the President or Vice President shall be absent from any meeting, the Secretary shall call the meeting to order and a temporary chairman shall be chosen from the Board of Directors to conduct all necessary business.

Section 3.The Secretary shall keep a record of the proceedings of the Board of Directors and of the Corporation in a book kept for that purpose; and he/she shall cooperate with the Treasurer in keeping the book of accounts of the Corporation. He/she shall assist in collecting the funds for the Corporation and conduct official correspondence of the Corporation. He/she shall sign all contracts. He/she will attend to such other business as may belong to the duties of his/her office or as he/she may be directed by the Board of Directors.

For the purpose of aiding the Secretary in the performance of these duties, the Board of Directors may employ an assistant who need not be a regular member of the Corporation, at such salary as they deem proper, who shall hold office during the pleasure of the Board.

Section 4.The Treasurer shall be custodian of the Corporation funds. He/she shall deposit them in some depository under instructions from the Board of Directors. He/she shall sign the Corporation's checks in settlement of accounts payable incurred for current expenses of the Corporation, after the approval of said accounts by the Chairman of the Committee having charge of the department in which said indebtedness was incurred and the Board of Directors. The Treasurer shall keep the book of accounts of the Corporation with the cooperation of the Secretary and shall submit a statement of his/her account with proper vouchers once a month at a regular meeting of the Board of Directors.

The Treasurer shall prepare or have prepared for presentation to the Board of Directors no later than January 31of each year a summary of the annual income and expenditures for the Corporation covering the twelve - (12) month period ending December 31 of said year. Upon receipt of written notification from the Board of Directors, the Treasurer shall have a certified audit prepared by a duly qualified certified public accountant of all accounts of the Corporation for the twelve - (12) month period ending December 31 or for such other period or periods as may be designated by the Board of Directors in its written notification. The audit shall be completed and presented to the Board of Directors no later than sixty (60) days after receipt by the Treasurer of the written notification requesting said audit.

The Treasurer shall perform such other duties as may properly belong to his/her office or as he/she may be directed by the Board of Directors.

The Board may allow the administrative employees of the Board to make deposits of the funds of the Corporation.

ARTICLE V

Power and Duties of the Board of Directors

Section 1.All decisions of the Board shall be by a majority vote of the Directors.

Section 2.The Board shall generally conduct, manage, and control the affairs and business of the Corporation; and to make such rules and regulations therefore, consistent with the By-laws and the Laws of the State of Colorado and in accordance with the Articles of Incorporation on file with the State.

Section 3.The Board shall select and remove at their pleasure the employees of the Corporation and prescribe their duties, and fix their compensation.

Section 4.The Board of Directors shall have the power and authority to make the rules of conduct for the members of the Corporation and for the use of the Corporation's property.

On all questions as to the construction of the By-laws and rules of the Corporation, the decision of the Directors shall be final unless rescinded by sixty percent (60%) of the regular members voting at a general meeting.

Section 5.The Board of Directors on behalf of the Corporation shall provide for the maintenance, operation, and improvement of the Corporation and grounds and shall secure such equipment and material as they deem proper. The Board of Directors shall have the power to create such indebtedness as they deem reasonably necessary. The Board will establish the fees for membership and greens fees.

The Board of Directors does not have the right to make assessments against the regular membership.

Section 6.The Board of Directors shall employ a superintendent of the grounds at such compensation as they shall decide who shall have complete charge of the grounds and golf course subject to the direction of the Chairperson of the Grounds Operating Committee.

Section 7.The Board of Directors shall appoint a golf professional who may also be the superintendent of grounds. He/ she will have complete charge of the golf shop and employees hired therein and shall be under the supervision of the President of the Board of Directors.

Section 8.The Board of Directors shall authorize the President to appoint such standing or other committees as in its judgment is necessary for the proper management of the Corporation.

ARTICLE VI

Standing Committees

Section 1.The President shall appoint a Finance and Budget Committee consisting of three (3) or more regular members, at least two (2) of which shall be members of the Board.

It shall be the duty of the Finance and Budget Committee to furnish the Board of Directors with a consolidated budget for operation of the Corporation for the following year and perform such other duties as the Board requires.

The Treasurer, the Golf Professional and the Superintendent of Grounds shall be ex-officio members of this Committee. The Chairperson of each committee shall submit to the Budget Committee an annual estimate of expenditures. No Chairperson may exceed any budget items without prior approval from the Board of Directors.

Section 2.The President shall appoint a Membership Committee whose duties will be set forth by the Board.

Section 3.The President shall appoint a House Committee to hold office during the pleasure of the Board and shall be charged with the management of the clubhouse.

Section 4.The President shall appoint a Grounds Operating Committee with the Chairperson designated by the President to hold office during the pleasure of the Board, which committee shall, subject to the direction of the Board of Directors manage and control the golf course and grounds.

Section 5.The President shall appoint a Tournament Committee, the Chairperson to be designated by the President to hold office at the pleasure of the Board. The Tournament Committee shall:
-Oversee all tournaments held at the Club
-Compute, with regard for golfing regulations of golfing associations of which the Corporation may be a member, at suitable intervals, the handicaps earned by the members and players of the Hillcrest Golf Course and regulate the applications of handicaps in Course events. The Tournament committee may delegate its authority to a Women's Golf Committee in respect to tournaments and handicaps for women.
-Govern the play and conduct of all players on the Course according to such regulations as set forth by the U.S. Golf Association and local rules of this Club to be written and posted on the Club bulletin board. They will be charged with printing the scorecards with U.S.G.A. and local rules printed thereon.

The Golf Professional shall be an ex-officio member of the Tournament Committee.

Section 6.The President shall appoint a Policy Committee, the Chairperson to be designated by the President to hold office at the pleasure of the Board.

Section 7.The Board of Directors shall have the power to appoint other standing and special committees as they shall deem necessary from time to time.

ARTICLE VII

Membership

Section 1.The membership of the Corporation shall consist of two (2) classes: Regular and Junior and any other classes that the Board of Directors shall deem advisable. Membership pricing is determined at the time of application and payment.

Section 2.Regular members are adults who pay full yearly membership dues and their spouses if said spouse has paid his/her annual dues. Only regular members will be allowed the privilege to vote and hold office. Junior members pay discounted yearly dues and therefore are not allowed the privilege of voting on any business of the Corporation.

Section 3.Junior members are defined as all those players under the age of eighteen (18) years.

Section 4.All property and assets of the Corporation shall belong to the Corporation's regular members.

ARTICLE VIII

Discipline of Members

Section 1.The Board of Directors shall hear all cases of discipline for violations of rules of conduct and play and shall take' such disciplinary actions as they shall deem necessary.

ARTICLE IX

Miscellaneous Regulations

Section 1.All personal and private property left on the premises of this Corporation shall be at the owner's risk. No responsibility for safekeeping or loss shall be attached to the Corporation.

Section 2.Golf professionals may be invited as guests without green fees by any member of the Grounds Operating Committee or Board of Directors or golf professional.

Section 3.Every past, present and future Director and officer shall be indemnified by the Corporation against all judgment and attorney's fees and costs and expenses reasonably incurred by or imposed upon him/her in connection with or resulting from any action, suit or proceeding to which he/she may be made a party by reason of his/her being or having been a Director or officer of the Corporation.

The Corporation does not indemnify Directors and officers for any act of gross negligence, or any act which is malicious, and/or willful and wanton in nature.

Directors shall not be personally liable to the Corporation or it's members for monetary damages for breach of any fiduciary Director duty, except to the extent that such breach of duty is: a breach of the duty of loyalty to the Corporation or its members; and act or omission not in good faith or which involves omission not in good faith or which involves intentional misconduct or a knowing violation of law; or a transaction resulting in improper personal benefit to said Director. Furthermore, the scope of this limitation shall be governed by the provisions set forth in the Laws of the State of Colorado, and all amendments thereto.

Notwithstanding any provision in these By-laws to the contrary, the Corporation has the power to indemnify any Director, officer or former Director or officer to the fullest extent provided by the Laws of the State of Colorado by an affirmative vote of a majority of the Board of Directors.

Section 4.The Secretary shall cause these By-laws to be printed and shall furnish a copy thereof to each regular member at such time and in such form as the Board deems advisable.

Section 5.The women golfers of the Corporation by consent of the Board of Directors shall be allowed to form their own organization. All rules and regulations stated in these By-laws shall apply to their organization.

Section 6.The Treasurer shall be bonded under a Surety Bond in an amount deemed advisable by the Board of Directors.

ARTICLE X

Recall of Directors

Section 1.Any Director may be removed, either with or without cause, at any time, by the affirmative vote of the majority of the regular members voting at a special meeting of the membership called and held for such purpose. A special meeting of the membership for the purpose of a recall election shall be called by the President within ninety (90) days of the written request of at least twenty percent (20%) of the total regular membership. Written notice stating the place, day and hour of the special meeting for recall purposes shall be posted on the bulletin board in the clubhouse and shall be sent to the regular members at least sixty (60) days before the date of the recall election.

Section 2.The Secretary of the Corporation, if not subject to recall, will supervise the recall election. Otherwise, the senior Director not subject to recall will supervise same.

Section 3.If a Director is removed from office by a recall election, he/she may not serve as Director for a period of three (3) years from the date of the recall election.

Section 4.The Board of Directors shall include on the recall election ballot, a ballot to determine the regular member(s) to fill vacancies if a recall is approved by the membership. The nominating and voting procedures to fill vacancies resulting from a recall shall be the same as provided in Article II for the annual election of the Board of Directors.

ARTICLE XI

Amendments

The power to repeal or amend any of the By-laws and adopt new By-laws is hereby delegated to the Board of Directors by an affirmative vote of seven (7) Directors. This power shall not be exercised in any case except upon one week's notice to each regular member of the Corporation, such notice shall include a copy of any By-law intended to be repealed or adopted; and if it is intended to amend the By-law, a copy of each By-law intended to be amended and said By-law as it will read when amended shall be directed to each regular member.

If twenty percent (20%) of the regular members shall, before the meeting at which the By-law is to be repealed, adopted or amended, notify the Secretary in writing that they object to the repeal, adoption, or amendment such By-law shall not be repealed, adopted, or amended except by a vote of a least sixty percent (60%) of the regular members present or by proxy at any annual meeting of the Corporation, or meeting called for that purpose.

If twenty percent (20%) of the regular members do not before such a meeting of the Board of Directors notify the Secretary in writing that they object, the Board of Directors shall have the power at said meeting to repeal, adopt, or amend any of the By-laws mentioned in the notice given the regular members in accordance with such notice.