BY-LAWS AND

RULES & REGULATIONS OF

THE COUNTRY CLUB OF LOUISIANA, INC.

A LOUISIANA NON-PROFIT CORPORATION

18400 Boulevard Louisiane

Baton Rouge, Louisiana 70810

As Adopted and Revised by the

Board of Directors on

February 26, 2010

- ii -

TABLE OF CONTENTS

REVISED BY-LAWS ..............................................................1 ARTICLE I. Name.....................................................1 ARTICLE II. Purpose .................................................1 Section 2.1 Organization .........................................1 ARTICLE III. Property and Income.............................1 Section 3.1. Property ................................................1 Section 3.2. Material Benefits ..................................1 Section 3.3. Sale of Personal Property .....................2 Section 3.4. Sale of Real Property............................2 ARTICLE IV. Restriction on Corporate Powers..........2 Section 4.1. Section 501(c)(7) ..................................2 Section 4.2. Non-Profit.............................................2 ARTICLE V. Membership ..........................................2 Section 5.1. Number of Voting Members ................2 Section 5.2. Voting Rights........................................2 Section 5.3. Classes of Membership.........................3 Section 5.4. Classes of Voting Membership ............3 Section 5.5. Stockholder Golf Member ....................3 Section 5.6. Tennis Member.....................................3 Section 5.7. Social Member......................................3 Section 5.8. Designated User Member .....................3 Section 5.9. Non-Electing Member ..........................3 Section 5.10. Founder Member ..................................4 Section 5.11. Individual Founder Member.................4 Section 5.12. Corporate Founder Member .................4 Section 5.13. Transfer of Founder Membership.........4 Section 5.14. Senior Membership ..............................4 Section 5.15. Junior Membership ...............................4 Section 5.16. Application for Membership ................5 Section 5.17. Posting and Approval ...........................5 Section 5.18. Notification...........................................5 Section 5.19. Waiting List ..........................................6 Section 5.20. Agreement with Rules ..........................6 Section 5.21. Transfer of Membership .......................6 Section 5.22. Dependent Privileges Spouse Privileges..................................6 Section 5.23. Death of Stockholder with Surviving Spouse………………...6 ARTICLE VI. Resignation, Censure, Suspension and Termination....................................7 Section 6.1. Suspension or Termination...................7 Section 6.2. Cause ....................................................7

- iii -

Section 6.3. Appeal .................................................. 8 Section 6.4. Dues Payable during Suspension ......... 8 Section 6.5. Options for Exiting the Club ................ 8 ARTICLE VII. Fees, Dues, Treasury Stock, Membership Certificates, Assessments, and Penalties .................. 9 Section 7.1. Treasury Stock ..................................... 9 Section 7.2. Fees and Dues ...................................... 9 Section 7.3. Assessments ......................................... 9 Section 7.4. Delinquent Bills ................................... 9 Section 7.5. Membership Stock Certificate.............. 9 Section 7.6. Destruction of Facility........................ 10 Section 7.7. Damage or Destruction of Club Property………………………..10 Section 7.8. Minimums .......................................... 10 ARTICLE VIII. Government and General Management ....................................... 10 Section 8.1. Board of Directors.............................. 10 Section 8.2. Annual Stockholders Meeting............ 13 Section 8.3. Audit................................................... 13 Section 8.4. Indemnification .................................. 14 Section 8.5. Fiscal Year ......................................... 14 ARTICLE IX. General Manager ................................ 14 Section 9.1. Duties ................................................. 14 Section 9.2. Club Employees ................................. 14 ARTICLE X. Committees ........................................ 15 Section 10.1. Committees of the Board ................... 15 Section 10.2. Tennis Committee .............................. 15 Section 10.3. Greens Committee.............................. 15 Section 10.4. Social Committee ............................... 15 Section 10.5. Rules Committee ................................ 15 Section 10.6. Membership Committee..................... 15 Section 10.7. Executive Committee ......................... 15 Section 10.8. Finance Committee ............................ 16 Section 10.9. Other Committees .............................. 16 Section 10.10.1 Advisory Committee .......................... 16 Section 10.10.2 Management Authority ...................... 16 Section 10.12. Material Changes to Golf Course....... 16 ARTICLE XI. Amendments ...................................... 17 ARTICLE XII. Interpretation ...................................... 17 ARTICLE XIII. Miscellaneous..................................... 17 Section 13.1. Proxies................................................ 17 Section 13.2. Gender and Number ........................... 17 REVISED RULES AND REGULATIONS........................... 18

- iv -

SECTION 1. General ...............................................18 Rule 1.1. Use of the Club...................................18 Rule 1.2. Club Operating Hours.........................18 Rule 1.3. Rules ...................................................18 Rule 1.4. Discipline............................................18 Rule 1.5. Off-Limit Areas ..................................18 Rule 1.6. Alcoholic Beverages...........................18 Rule 1.7. Attire...................................................18 Rule 1.8. Tobacco Products ...............................19 Rule 1.9. Games and Cards ................................19 Rule 1.10. Guests .................................................19 Rule 1.11. Automobiles .......................................19 Rule 1.12. Publicity..............................................19 Rule 1.13. Personal Property................................19 Rule 1.14. Locker Rooms & Shoe Care...............19 Rule 1.15. Solicitations ........................................20 Rule 1.16. Pets .....................................................20 Rule 1.17. Guns....................................................20 Rule 1.18. Records ...............................................20 Rule 1.19. Employees ..........................................20 Rule 1.20. Liability ..............................................20 Rule 1.21. General ...............................................20 SECTION II. Golf Course Rules ..............................21 Rule 2.1. Golf Course Administration ...............21 Rule 2.2. Times of Play......................................21 Rule 2.3. Monday Play.......................................21 Rule 2.4. Guest Policy........................................21 Rule 2.5. Times of Guest Play ...........................21 Rule 2.6. Guest Fees ..........................................22 Rule 2.7. Attire...................................................22 Rule 2.8. Member Play ......................................22 Rule 2.9. Slow Play............................................22 Rule 2.10. Golf Carts ...........................................23 Rule 2.11. Privately-Owned Golf Carts ...............23 Rule 2.12. Practice ...............................................24 Rule 2.13. Rules of Play.......................................24 Rule 2.14. General ...............................................25 Rule 2.15. Other Golf Services ............................25 Rule 2.16. Junior Golf..........................................26 SECTION III. Tennis Rules .......................................26 Rule 3.1. Administration....................................26 Rule 3.2. Times of Play......................................26 Rule 3.3. Monday Play.......................................26 Rule 3.4. Registration.........................................26 Rule 3.5. Guest Policy........................................26

- v -

Rule 3.6. Guest Fees .......................................... 27 Rule 3.7. Attire .................................................. 27 Rule 3.8. Court Reservations (Indoor and Outdoor) ........................ 27 Rule 3.9. Lessons ............................................... 27 Rule 3.10. Private Lessons and Indoor Usage ..... 27 Rule 3.11. Etiquette ............................................. 27 Rule 3.12. General ............................................... 27 SECTION IV. Dining Rooms .................................... 27 Rule 4.1. Hours .................................................. 28 Rule 4.2. Attire .................................................. 28 Rule 4.3. Cellular Telephones. .......................... 28 Rule 4.4. Designated Smoking Areas ................ 28 Rule 4.5. Reservations ....................................... 28 Rule 4.6. Parties ................................................. 28 SECTION V. Pool Rules .......................................... 28 Rule 5.1. Guest Policy ....................................... 28 Rule 5.2. General Rules ..................................... 29 Rule 5.3. Weather Policy ................................... 29 Rule 5.4. Children.............................................. 29 Rule 5.5. Safety.................................................. 29 Rule 5.6. Towels ................................................ 29 Rule 5.7. Lost and Found................................... 29

- 1 -

REVISED BY-LAWS OF

THE COUNTRY CLUB OF LOUISIANA, INC.

ARTICLE I.

NAME The name of this organization is THE COUNTRY CLUB OF LOUISIANA, INC. (hereinafter sometimes referred to as the “Corporation” or the “Club”). Its principal office is located at 18400 Boulevard Louisiane, Baton Rouge, Louisiana 70810. The name of the Corporation may be changed by a majority vote of the Board of Directors (the “Board” and duly elected members of the Board, “Directors”).

ARTICLE II.

PURPOSE Section 2.1. Organization This Corporation is organized:

A. To acquire, maintain, and operate the Club, including the clubhouse and appurtenances, the golf course, tennis courts, swimming pool and pool house, and related facilities, as well as all necessary equipment incidental to the usual operation of a country club.

B. To promote, foster, and afford opportunity for social and athletic interaction among the Members and their guests.

C. For pleasure, recreation, and non-profitable purposes within the meaning of § 501(c)(7) of the Internal Revenue Code, and, in this connection, the objects and purposes of the Corporation, and the nature of the business carried on by it are subject to the restrictions set forth below:

1. To provide for mutual assistance, enjoyment, entertainment, and improvement of its Members, both socially and physically, by encouraging them to participate in the games of golf and tennis and other social or physical recreational activities.

2. To do and engage in all lawful activities that further or are consistent with the preceding objects and purposes of the Corporation.

ARTICLE III.

PROPERTY AND INCOME Section 3.1. Property. The property of the Club consists of its real estate, clubhouse, swimming pool, tennis courts, and grounds suitable for playing golf and other sports, and all assets and facilities as may be necessary for its purpose (hereinafter referred to as “Club Property”).

Section 3.2. Material Benefits. No Member of the Club shall be paid any compensation in any form (except that reasonable compensation may be paid for, and reimbursement may be made for reasonable expenses incurred in connection with goods provided or services

- 2 -

rendered to or for the Corporation in furthering one or more of its objects and purposes), and no Member or employee shall be allowed an expense account..

Section 3.3. Sale of Personal Property. Personal property of the Club can not be loaned or removed from the premises, or be put to any use except that for which it was intended. Personal property owned by the Club which is valued in excess of $15,000 can not be sold without the written consent of two-thirds (2/3) of the Directors.

Section 3.4. Sale of Real Property. The sale of any real property owned by the Club which is valued at less than $25,000 must be approved by a vote of two-thirds (2/3) of the Directors. The sale of any real property owned by the Club having a value in excess of $25,000 must be approved by a majority vote of the Stockholders.

ARTICLE IV.

RESTRICTION ON CORPORATE POWERS Notwithstanding any other provision of these By-Laws or the Articles of Incorporation of the Corporation, the powers of the Corporation are restricted as follows:

Section 4.1. Section 501(c)(7). The Corporation does not conduct or carry on any activities not permitted by an organization exempt from federal income taxation under § 501(c)(7) of the Internal Revenue Code.

Section 4.2. Non-Profit No part of the net earnings of the Corporation shall inure to the benefit of any Director or Officer or any private individual whatsoever.

ARTICLE V.

MEMBERSHIP Section 5.1. Number of Voting Members. Voting Membership in the Club is limited to five hundred (500) Golf Memberships, exclusive of Founder Memberships, including Designated User Memberships, four hundred (400) Tennis Memberships, including Designated User Memberships, and five hundred (500) Social memberships (collectively “Member”, “Members” or “Membership”) or such lower limits as may be set by the Board from time to time. The Board has the power to offer additional Voting Memberships subject to a two-thirds (2/3) vote of Stockholders attending an Annual or Special Meeting of Stockholders. The Board of Directors has the power to reduce the Voting Membership limits from time to time by the vote of at least seven (7) of the Directors.

Section 5.2. Voting Rights. Voting Memberships and the classification thereof in this Corporation are provided subject to the limitations set forth in the Articles of Incorporation of the Corporation, as may be amended from time to time. The voting Membership is limited to the Stockholder Members, Designated User Members or designees of record of Designated User Members, who except for Designated User Members without designees, must be natural persons of the full age of majority who own or

- 3 -

represent of record at least five shares of stock in this Corporation and who are elected to the Membership of this Club in the manner set forth herein.

Section 5.3 Classes of Membership

The eight (8) classes of Membership are the Stockholder Golf Membership, Tennis Membership, Social Membership, Designated User Membership, Honorary Membership, Non-Electing Membership, Founder Membership, Senior Membership and Junior Membership.

Section 5.4 Classes of Voting Membership There are four (4) classes of Voting Membership in The Country Club of Louisiana, Inc. The first class of Voting Membership is the Stockholder Golf Membership, which entitles the holder to twenty-five and no tenths (25.0) shares of stock in the Corporation. The second class of Voting Membership is the Tennis Membership, which entitles the holder to six and one-quarter (6.25) shares of stock in the Corporation. The third class of Voting Membership is the Social Membership, which entitles the holder to five and no tenths (5.0) shares of stock in the Corporation. The fourth class of membership is the Designated User Membership which entitles the individual designee of record of the owner of the Designated User Membership to vote twenty-five and no tenths (25.0) shares of stock in the Corporation, if a golf Membership, and six and one quarter (6.25) shares of stock in the Corporation, if a tennis Membership.

Section 5.5 Stockholder Golf Member.

Stockholder Golf Members are individuals owning twenty-five and no tenths (25.0) shares of stock in the Corporation and are entitled to enjoy all of the privileges and benefits of membership in the Corporation.

Section 5.6 Tennis Member.

Tennis Members are individuals owning six and one quarter (6.25) shares of stock in the Corporation and are entitled to enjoy the privileges and benefits of Tennis Membership, which include and are limited to, full use of the Club’s tennis, pool and Clubhouse facilities.

Section 5.7 Social Member.

Social Members are individuals owning five and no tenths (5.0) shares of stock in the Corporation and are entitled to enjoy the privileges and benefits of Social Membership, which include and are limited to, full use of the Clubhouse facility.

Section 5.8 Designated User Member.

Designated User Members are individuals or corporations owning a golf or tennis Membership with the right to designate the individual user of the Membership. Designated User Members have the same rights and privileges as a Stockholder Golf or Tennis Member, as the case may be. Designated User Members, or their designees, are required to pay the same dues, fees and assessments paid by Stockholder Golf Members or Tennis Members, and are required to comply with the Club’s Rules, Regulations and Guest Policies.

Section 5.9 Non-Electing Member.

Certain persons who were Members of the Club prior to the acquisition of the Club by the Corporation elected not to tender their interests for stock in the Corporation (the Non-Electing Members). Non-Electing Members are not required to own stock in the Corporation in order to enjoy the privileges of Membership. The Non-Electing Members have no voting rights and may not serve on the Board. The Board has the authority to set separate dues structures and assessment structures for the Non-Electing Members. The Board has the authority to set the terms of any

- 4 -

Membership for all Non-Electing Members. Non-Electing Members are required to comply with the Club’s Rules and Regulations, and Guest Policies.

Section 5.10 Founder Member. The Founder Members are the persons who owned Founder Memberships as of April 1, 1992 (both individual and corporate) (collectively, the “Founders”). The Founder Members have the same rights and privileges, other than voting rights, as a Stockholder Golf Member. However, Founder Members are not required to pay monthly dues, green fees, locker fee, or assessments except as defined below. The Founder Members are required to comply with the Club’s Rules, Regulations and Guest Policies.

Section 5.10.1 Individual Founder Member. The Individual Founder Memberships are not transferable except as described herein. An Individual Founder Member and his spouse are entitled to the benefits conferred in Section 5.10 for the lifetime of the Individual Founder Member and his spouse. Upon the death of the Individual Founder Member or his spouse or by transfer or donation, either the Individual Founder Member or his spouse may transfer the Individual Founder Membership to a son or daughter of the Individual Founder Member or his wife. The Club does not charge a transfer fee on this transfer. Subsequent to the transfer, the transferee is immediately required to pay the same dues, fees, and assessments paid by any other stockholding Golf Member. Upon the termination of use of the Individual Founder Membership either by the Founder Member or his wife, or by the direct descendent of the Individual Founder Member, the Individual Founder Membership is deemed extinguished, with no further right to use the Club, just as if no Individual Founder Membership had ever existed.

Section 5.10.2 Corporate Founder Member. For purposes of this section, a Corporate Founder Membership is a Membership owned by any corporation, partnership, joint venture, or any entity other than a natural person. Corporate Founder Members are entitled to the benefits conferred in Section 5.10 until June 30, 2017. Beginning July 1, 2017, all Corporate Founder Memberships are required to pay the same dues, fees, and assessments paid by Stockholder Golf Members. A Corporate Founder Member may, from time to time, designate an individual as the user of a Corporate Founder Membership. Any designated user of the Corporate Founder Membership is subject to the approval process set forth herein. A designated user of a Corporate Founder Membership must be either a direct descendant of the owner of the Corporate Founder Member or an employee of the Corporate Founder Member, unless otherwise approved by the Board. The Corporate Founder Memberships are not transferable, and any transfer to any other entity by operation of law, acquisition, merger, seizure, or liquidation, or by way of any other event, extinguishes the Corporate Founder Membership, just as if a Corporate Founder Membership had never existed.

Section 5.13 Transfer of Founder Membership. Any transfer of an Individual Founder Membership or change in the designated user of a Corporate Founder Membership must be presented to the Board in writing and is subject to the approval of the Board.

Section 5.14 Senior Membership

The Board has established a Senior Membership Plan which allows Members who meet the Senior Membership terms established by the Board of Directors to have certain benefits and privileges in the Club without owning stock. These terms and conditions can be provided upon request by the membership office.

Section 5.15 Junior Membership. The Board has established a Junior Membership Plan to allow qualified applicants under the age of thirty-five (35) Membership privileges in the Club without owning

- 5 -

stock. These terms and conditions can be provided upon request by the membership office.

Section 5.16 Application for Membership. Except as specified in this Section 5.16, each applicant for Membership in the Club (the “Applicant”) must be sponsored by a minimum of three (3) voting members (The “Sponsor(s)). Sponsors are responsible for obtaining and making sure the application for Membership (the “Application”) is complete with all attachments before submitting for approval. Incomplete Applications are not accepted. The Application must be completed truthfully in its entirety, and must be signed by the Applicant and spouse, if applicable. Each Sponsor must sign the Sponsor Agreement section of the Application and complete the Sponsor Questionnaire included with the Application. The Club has the right to obtain a credit inquiry on the Applicant and if applicable, the spouse.

An eligible Sponsor cannot be the seller of the Club stock the Applicant intends to purchase, a current Director, or a relative of the Applicant, and must be both a Stockholder and a Member in good standing of the Club. In lieu of sponsorship by three (3) Sponsors, the Membership Committee of the Board of Directors may sponsor qualified individuals for Membership.

All Applications must be for one of the classes of Membership set forth in Section 5.4 and 5.15 hereof. Further, Stockholder Golf Members may sponsor qualified applicants for any class of voting membership, but Tennis Members may only sponsor qualified applicants for Tennis or Social Memberships and Social Members may only sponsor qualified applicants for Social Memberships. Social Members wishing to become Tennis or Golf Members and Tennis Members wishing to become Golf Members are subject to the requirements of Section 5.17 herein.

Section 5.17 Posting and Approval. A majority of the Membership Committee must review and preliminarily approve each Application. The name, class of Membership, occupation, and Sponsors of each Applicant are posted upon the bulletin boards of the Club for a period of thirty (30) days (the “Posting Period”). Written objections by any Member to the approval of any Applicant should be filed with the General Manager of the Club or the chairman of the Membership Committee within the Posting Period for consideration by the Board. After completion of the Posting Period, the Applicant and spouse, if applicable, along with two of the three Sponsors must attend a meeting with the Membership Committee which may also include other members of the Board.

It is the duty of each Member possessed of any information derogatory to the character of an Applicant, or knowing of any good reason why Membership should not be granted to such individual, to communicate the same in accordance with this Section 5.17. All such communications are held in strictest confidence by the Membership Committee.

The Application is submitted to the Board by the chairman of the Membership Committee, along with any and all written objections received from the Membership during the Posting Period, for consideration. No Applicant can become a Member of the Club until their Application has been approved by a vote of at least seven of the Directors.

Section 5.18 Notification. It is the Sponsors’ responsibility to notify the Applicant of the Board’s approval or rejection of the Application. The Applicant has ninety (90) days to secure stock and make arrangements to complete the transaction with the Club General Manager. There is no provision to allow a prospective Member to utilize Club facilities until the completion of their stock transaction and the issuance of a Member number by

- 6 -

the Club. At the time stock is issued to the new Member, the new Member must complete a new member orientation with the Club General Manager or his designee.

Section 5.19 Waiting List. When the limit of Memberships fixed by the Board for each respective class of Membership is reached, the names of all Applicants for that particular class of Membership are placed on a waiting list, and thereafter as vacancies occur in that particular class of Membership of the Club, the names of the Applicants are submitted to the Membership Committee and considered in the order determined by the Board.

Section 5.20 Agreement with Rules. Payment by a Member of fees and dues are deemed acquiescence in and knowledge of these By-Laws, as well as the Rules & Regulations of the Club (the “Rules”), and any amendments thereto.

Section 5.21 Transfer of Membership. Memberships are transferable to any person eligible for Membership upon compliance with the prerequisites to Membership provided herein and after approval of the Applicant in accordance with Section 5.17. No such transfer is effective until the payment by the transferee of a transfer fee and/or an initiation fee (plus any applicable taxes) in such amounts as may be prescribed from time to time by the Board in addition to the purchase price of the shares of stock. The transfer fee and/or initiation fee is payable upon the sale of a Member’s stock. Upon any such transfer, a new stock certificate is issued and the transferor’s stock certificate is deemed canceled. No Membership is transferable until payment to the Club of all indebtedness owed by the selling Member to the Club. Upon payment of all indebtedness to the Club, the Club will remit the proceeds from the Membership sale to the selling Member less the transfer fee and/or initiation fee and applicable taxes.

Section 5.22 Dependent Privileges and Spouse Privileges. Dependents of Members are entitled to the privileges afforded the Member under the applicable Membership class if the following criteria are met:

A. The dependent must be single; B. The dependent must be a true dependent and must meet the standards

established by the Internal Revenue Service until his/her 21st birthday; C. Should the dependent remain a full-time student and single, the dependent

status is extended to the dependent's 24th birthday, provided that the dependent continues to meet the standards established by the IRS.

D. Any Member who requests a dependent exemption for any child over the age of 21 must provide a signed statement to the Club on an annual basis.

Spousal privileges are extended only to legally married (as recognized under the laws of the State of Louisiana) spouses of Members. Membership privileges are not extended to girlfriends/boyfriends of single Members, or to "live-in" or “significant other” relationships. Applicable guest fees, policies and use limits apply in these circumstances.

Section 5.23 Death of Stockholder with Surviving Spouse. When advised by a surviving spouse within sixty (60) days of the death of a stockholding Member, that the surviving spouse has both (i) inherited 100% of the club stock and (ii) has paid all dues and charges to the date of the notice to the Club, the following applies: A. For a period of three (3) months (the “Waiver Period”) all Membership dues or any recurring fees (such as locker rentals, etc.) are waived.

- 7 -

B. The surviving spouse is required to pay all other charges (activity and guest fees, food and beverage charges exclusive of required minimums, etc.) during the Waiver Period. C. The Club informs the surviving spouse of the requirement to notify the Club in writing of the option the surviving spouse elects. Without written notification at the end of the Waiver Period, dues and other recurring fees start again. D. At the end of the Waiver Period the surviving spouse can elect to:

1. Continue to own the stock; 2. Choose one of the options for exiting the Club described in Section 6.5; or 3. In the case of transfer of a Stockholder Golf Membership to a Tennis

Membership, subject to availability of a Tennis Membership: (a) The surviving spouse pays tennis dues and ceases to pay full golf

dues at the end of the Waiver Period. (b) When the Stockholder Golf Membership stock is transferred, the

sum of (i) the current value of the Tennis Membership, (ii) the difference between the monthly tennis and golf dues multiplied by the number of months the Stockholder Golf Membership stock was for sale, and (iii) all applicable transfer fees and taxes, if any, is deducted from the sales price of the stock. The net proceeds are paid to the surviving spouse. The sale of the stock is subject to these By-Laws.

If the surviving spouse chooses to sell his/her stock, then that stock is given priority and placed at the top of the Member Sale List behind other such surviving spouses previously placed on the list.

ARTICLE VI.

RESIGNATION, CENSURE, SUSPENSION, AND TERMINATION Section 6.1. Suspension or Termination. Any Member may be fined, censured, or suspended for sufficient cause by a two-thirds (2/3) vote of the Directors. The determination of the Board as to the sufficiency of the cause therefore is final. In the event the Member is terminated, the Member automatically forfeits the ownership interest in the Club represented by the Member’s stock certificate, and the Terminated Member is permanently barred from use of the Club in any capacity, including usage as a guest. In the event the terminated Member does not voluntarily return the stock certificate representing the terminated Member’s ownership interest upon notice of termination, then the Club is authorized to cancel the Member stock certificate and return the share(s) to the Club treasury making such share(s) available for sale.

Section 6.2. Cause. The term cause, for purposes of Section 6.1 hereof, includes, but is not limited to, being more than forty-five (45) days delinquent on the payment of any bill, disorderly conduct at the Club, destruction of Club Property, conduct endangering the good order, welfare, or character of the Club, willful or intentional violation of any Rule, or being deemed financially irresponsible as defined in Section 7.4 hereof. The misconduct of Members, their families and guests is the responsibility of each respective Member. Misconduct includes, but is not limited to, profanity, loud or boisterous conduct, personal confrontation or berating of any staff member, or any action that would infringe upon the enjoyment, use or welfare of the Club by another Member.

- 8 -

If the Rules Committee, after investigation, decides that the conduct of such Member is prejudicial to the good order, welfare, or character of the Club or in violation of any Rule, the Committee may censure such Member, or it may refer the matter to the Board and may include in its reference a recommendation that the Member be assessed a fine or be temporarily suspended from all privileges of the Club pending final action by the Board.

If the Board is satisfied of the truth and merit of the complaint, they may assess a fine, censure the Member, or suspend him for a stated period. If in their collective judgment the best interests of the Club so require, they may request the Member to resign, and, upon his failure or refusal to do so, the Board may terminate his Membership.

Section 6.3. Appeal. A Member assessed a fine in excess of five hundred dollars ($500), a suspension in excess of thirty (30) days, or persons subject to termination of Membership in the Club are notified of such action(s) by the Board in writing. Within seven (7) days of receipt of such notice, the Member has the right to request a hearing by the Board. Penalties not falling in these categories are imposed by the Board without a hearing and are final.

Section 6.4. Dues Payable during Suspension. During a period of suspension, the suspended Member continues to be responsible for applicable dues and assessments but does not have any Club privileges, including participation in any off-site activity that represents the club.

Section 6.5. Options for Exiting the Club. To participate in any of the following options, the Member must have paid all obligations to the club, have a zero account balance and provide a written request to the General Manager.

A. Tender Stock to Club (“Option A”). The Member may surrender his stock to the Club. All Membership privileges cease and the Member receives no remuneration for their stock.

B. Sell Stock Through the Club (“Option B”). If a Stockholder requests this option, their stock is placed at the bottom of the Member Sale List. All Membership privileges and obligations continue including the payment of all dues, fees and assessments as any other Golf Member or Tennis Member while the stock is on the Member Sale List. The sale of the stock is subject to these By-Laws. All transfer fees and applicable taxes apply, if any. In the event a Member’s share becomes the next share to be sold and the Member elects to remove their name/stock from the Member Sale List, the Member is prohibited from utilizing Option B to sell their stock for a period of twelve (12) months. If the Member requests to return to the Member Sale List prior to the expiration of the twelve (12) month period, they must deposit with the Club the current transfer fee (plus applicable taxes, if any) in order to do so.

C. Member Sells Stock (“Option C”). All Membership privileges and obligations continue including the payment of all dues, fees and assessments as any other Golf Membership or Tennis Membership while the Member markets the stock privately. The sale of the stock is subject to these By-laws and requires the prospective Member to complete all aspects of the Membership process. All transfer fees and applicable taxes apply, if any. It is a violation of the Rules to advertise Club stock for sale in any public forum (newspaper, on-line etc.). The Board may deny the transfer of stock if it determines that such advertising occurred.

- 9 -

ARTICLE VII.

FEES, DUES, TREASURY STOCK, MEMBERSHIP CERTIFICATES, ASSESSMENTS, AND PENALTIES

Section 7.1. Treasury Stock. The Board of Directors shall, from time to time, establish the value of treasury stock available for sale to new members.

Section 7.2. Fees and Dues. The amount of any transfer and/or initiation fees and dues for each class of Membership provided for herein is fixed and determined by the Board from time to time. The Board publishes and provides, upon request, a list of current transfer and/or initiation fees and dues structures to all Members.

Section 7.3. Assessments. If the Board believes it necessary to levy assessments for the purpose of improving, operating, and maintaining the Club, it is authorized to levy such assessments from time to time. The assessment is due as of the date levied. All current stockholder Members as of such date are liable for payment of the assessment.

Section 7.4. Delinquent Bills. Any Member whose dues or other indebtedness to the Club is unpaid on the last day of the month following the date of the club statement is considered past due and subject to a late charge set from time to time by the Board. If the Member account remains delinquent 15 days after the end of the month in which the club statement is issued then (i) the account may be fined $100 (the “Fine”) and (ii) the Member’s name posted in the Golf and Tennis Pro Shops and the Men’s and the Ladies’ Locker Rooms during the period that the account is delinquent, or in the sole discretion of the Board, the Member may be terminated. For example, theDecember31st statement ismailed the firstweekof Januaryand isdueuponreceipt. If not paid by January 31, the account is deemed past due andwillincur a late charge equal to 1.25% of the balance due. If still unpaid byFebruary 15, the account is considered delinquent, and the account will incur a delinquent fee ($100 for the first time, $250 for each second and subsequent delinquency within a 12 month period).If the Member account remains in arrears two months following the original statement date, and the Board does not elect to terminate the Member, then all club privileges are suspended until such time as all indebtedness is paid in full. Should the Board determine not to terminate the Member, the Club is not required to notify the Member before imposing a Fine or suspension under this section. If a Member account is in arrears two or more times within any twelve-month period and the Board does not elect to terminate the Member, then (i) the Fine is $250 for each second and subsequent occasion in such twelve-month period, (ii) the Member is deemed financially irresponsible and subject to termination and iii) the Board may require the Member to post a bond or other security to securitize that Member’s future financial obligations to the Club.

A Member is responsible for all charges posted to their account including those charges initiated by their spouse and dependents. The Club cannot control the use of a Member account related to charges by a spouse or dependent. Members and their spouses and dependents are strongly encouraged to sign and date all charge tickets.

The Member is responsible for reporting billing errors to the Club’s accounting office in a timely manner upon receiving the monthly billing statement. Canceling

- 10 -

services that are billed monthly (bag storage, locker rental, range plan, trail pass etc.) must be done in writing to the Club’s accounting office and include the Member’s account number and signature. These services are billed monthly but are considered an annual contract.

Section 7.5. Membership Stock Certificate. Evidence of Membership in the Club consists of a stock certificate signed by the President and Secretary/Treasurer and kept in the member’s file. The member holds the right to hold their stock if they choose to.

Section 7.6. Destruction of Facility. If any of the Club facilities are unavailable for Membership use due to fire, casualty, or other similar occurrence beyond the Club’s control, the Membership continues liable for the payment of all dues and assessments.

Section 7.7. Damage or Destruction of Club Property. Any Club Property which is removed, damaged or destroyed by a Member or Member’s family or guests, whether intentionally or by accident, is the liability of the Member and the entire cost to repair and/or replace such Club Property, including reasonable administrative costs and expenses incurred by the Club, as determined in the Club’s sole discretion, is billed to the Member.

The intentional removal, damage or destruction of Club Property shall also result in the assessment of an automatic fine of $250 to the Member, and may result in suspension or termination of Membership privileges. Further, without exception, the Club will pursue all available legal remedies against any perpetrators and/or parties responsible for any damage, loss or destruction of Club Property. Should an incident go unreported by the Member responsible for the removal, damage or destruction of Club Property, the Board may also impose a suspension of Membership privileges. A repeat violation, even if reported, will result in suspension or termination of Membership privileges.

Section 7.8. Minimums. The Board is authorized to set minimum-level(s) of required food and beverage charges either separately or in combination for such periods as the Board deems appropriate and may adjust such minimum levels from time to time as the Board deems appropriate.

ARTICLE VIII.

GOVERNMENT AND GENERAL MANAGEMENT Section 8.1. Board of Directors. Powers. The business of the Corporation is managed under the direction of the Board. The Board may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by law or otherwise directed or required to be exercised or done by the Stockholders. The Board sets all policies and operating objectives of the Club. The General Manager implements all policy directives of the Board. The Board and its Officers are not involved in the day-to-day operations of the Club and refrain from acting in any policy implementation capacity.

Number and Term. The Board of Directors consist of nine (9) directors. The Directors thus elected hold offices for their established terms and until their successors are elected and qualified. Failure to elect a Board does not dissolve the Corporation, but those then in office remain in office until their successors are elected and qualified, and due notice of another election is given as above provided, and such notice continues to be given until an election is held.

- 11 -

Nominations of Directors. The Board elects a Nominating Committee each year to serve during the following year and is composed of three Directors. Nominations for the election of Directors may be made by the Board or the Nominating Committee elected by the Board, or by any Stockholder entitled to vote generally in the election of Directors who complies with the procedures set forth in this Section 8.1. Directors must be at least twenty-one (21) years of age. All nominees to the Board must be Stockholders, or designees of record of Designated User Members, and have satisfied, during the previous twelve calendar months preceding the date of the nominations, those standards set forth in this Section 8.1. The Corporation mails a notice to all Stockholders, requesting nominations to the Board. This request for nominations must be mailed no fewer than forty (40) days prior to the date of the Annual Meeting. The Stockholders have the right to nominate persons for a period of up to twenty (20) days after mailing of the request for nominations. Any nomination received after that date may be accepted, at the discretion of the Board. All nominations by Stockholders must be made pursuant to timely notice, in proper written form, signed by five (5) Stockholders and the person being nominated to serve as a Director, by delivering the same to the Secretary. To be timely, a Stockholder’s notice must be delivered to or mailed and received at the business offices of the Corporation no fewer than twenty (20) days after the mailing of the request for nomination. To be in proper written form, such Stockholder’s notice must set forth, in writing, the name of the person the Stockholder proposes to nominate for election or re-election as a Director, all information relating to such person which is required to be disclosed in solicitations of proxies for election of Directors, and the names, signatures, and Member numbers of the five Stockholders nominating such person. The Nominating Committee may nominate persons at any time up to the mailing of the notice and proxy statement for the Annual Meeting. At the request of the Board, any person nominated for election as a Director must furnish to the Secretary the information required to be set forth in a Stockholder’s notice of nomination which pertains to the nominee.

Election. At each Annual Meeting at which a quorum is present, the Directors are elected by cumulative voting as further defined in Article IX Section H of the Corporation’s Articles of Incorporation.

Replacement of a Director. In the event any Director resigns or retires for any reason, a replacement Director is immediately elected by a majority vote of the Board. In the event of the resignation or replacement of a Director during his term, the Board, at its discretion, may determine whether an existing Director replaces the terminating Director based on his classification and may position the newly-appointed Director in the classification designated by a majority vote of the Board. If any Director is absent from three consecutive Board meetings, the Board may remove him and declare a vacancy.

Restriction on Directors. All Directors are Stockholder Members of the Club or designees of record of Designated User Members of the Club. A Director, or his Designated User Member sponsor, must be in good standing with the Club and must not be subject to any fines or suspension under the provisions of Section 6.1 or Section 6.2, must not be delinquent in the payment of his bill, as set forth in Section 7.4. No Director is entitled to serve more than two consecutive terms on the Board. Any violation by a Director under Section 6.1, or any action by a Director which causes him to be subject to action under ARTICLE VII, constitutes grounds for removal upon a two-thirds (2/3) vote of the Board.

Rules and Quorum. The Board may adopt such rules and regulations for the conduct of their meetings and the general management of the Club as they deem proper. A quorum for the conduct of any business is a majority of Directors.

Officers. The Board elects corporate officers (the “Officers”) each year as follows:

- 12 -

A. President. It is the President’s duty to preside at all meetings of the Board and Club Membership. He, with the Secretary, signs all obligations, contracts, deeds, mortgages, promissory notes, and other instruments, unless otherwise provided by the Board. The President, with the approval of the Board, designates from among the Directors, chairmen for the various committees authorized by the Board.

B. Vice President. In the absence of the President, or if he is unable to perform, the Vice President performs the President’s duties. In case of a vacancy in the Presidency, the Vice President performs the duties of the President until his successor has been appointed and designated by the Board as provided herein.

C. Secretary. It is the Secretary’s duty to keep a record of the proceedings of the Club and, with the President, to sign all obligations, contracts, deeds, mortgages, promissory notes, and other instruments, and to discharge such other duties as may be entrusted to him by the Board. In addition, the Secretary has such other duties and responsibilities as given him by the Board. The Secretary may delegate such responsibilities to the General Manager as the Board approves.

D. Treasurer. It is the Treasurer’s duty to review the financial operations of the Club and provide periodic reports to the Board as necessary but no less than monthly. In addition the Treasurer has other such duties and responsibilities as assigned by the Board.

Replacement of an Officer. In the case of a vacancy in the office of President, Vice President, Secretary, Treasurer, the Board fills such vacancy by appointment. The replacement officer will serve until the next election of Officers scheduled by the Board.

Bond. The Board may require that any one or more Officers, Directors, or other Club employees be bonded in amounts determined by the Board. The cost thereof is paid by the Club.

Consent in Lieu of Meeting. Any action that may be taken at a meeting of the Board may be taken without a meeting if written consent setting forth the action is signed by all Directors and is filed with the Secretary. Such consent has the same effect as a unanimous vote at a meeting of the Board. The Board authorizes the use of electronic mail (e-mail) or facsimile (fax) to provide notice of any meeting of the Board. Further either of these methods may be used for Directors to provide their vote in lieu of any meeting of the Board when required.

Dissent. Any Director present at a meeting of the Board is presumed to have assented to any action taken at such meeting unless his dissent is entered in the minutes of the meeting or unless he files his written dissent to such action with the person acting as Secretary of the meeting at the meeting or immediately after the adjournment thereof. Such right to dissent is not available to a Director who voted in favor of such action.

Section 8.2. Annual Stockholders Meeting. Annual Meeting. The annual meeting of Stockholders for the election of Directors and the transaction of other business is held on the second Tuesday in July of each year (the “Annual Meeting”). This date may be changed to another Tuesday in July or August when the Board, at their discretion and by a two-thirds (2/3) vote of the Directors present, finds that the second Tuesday in July is not suitable. At the Annual Meeting, the Board provides the Stockholders the information contained in the Audit Report of the Corporation.

Order of Business. At any Annual Meeting, only such business is conducted as has been brought before the Annual Meeting by or at the direction of the Board, or by any Stockholder who complies with the procedures set forth in this Section.

- 13 -

For business properly to be brought before an Annual Meeting by a Stockholder, the Stockholder must have given timely notice thereof in proper written form to the Secretary. To be timely, a Stockholder’s notice must be delivered to or mailed and received at the business offices of the Corporation not less than ten (10) days nor more than thirty (30) days prior to the Annual Meeting; provided, however, that in the event that less than forty-five (45) days notice or prior public disclosure of the date of the Annual Meeting is given or made to Stockholders, notice by the Stockholder to be timely must be received not later than the close of business on the fifth (5th) day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure was made. To be in proper written form, a Stockholder’s notice to the Secretary must set forth in writing as to each matter the Stockholder proposes to bring before the Annual Meeting:

A. A brief description of the business desired to be brought before the Annual Meeting and the reasons for conducting such business at the Annual Meeting;

B. The name and address, as they appear on the Corporation’s books, of the Stockholder proposing such business;

C. The class and number of shares of the Corporation which are beneficially owned by the Stockholder; and

D. Any material interest of the Stockholder in such business. Notwithstanding anything in these By-Laws to the contrary, no business can be conducted at an Annual Meeting except in accordance with the procedures set forth in this Section 8.2. The chairman of an Annual Meeting will, if the facts warrant, determine and declare to the Annual Meeting that business was not properly brought before the Annual Meeting in accordance with the provisions of this Section 8.2, and, if he should so determine, he will so declare to the Annual Meeting and any such business not properly brought before the Annual Meeting will not be transacted.

Notices. Unless otherwise provided herein, written notice of every meeting of the Membership, stating the place, day, and hour of the meeting, and, if a special meeting, the purposes thereof, is delivered to each voting Member, as applicable, or deposited in the United States Mail addressed to each voting Member at the address shown on the books of the Club, postage prepaid, not less than fifteen (15) days prior to such meeting. A voting Member or Director, either before or after a meeting, may waive notice of any meeting, and such waiver is deemed the equivalent of giving notice. Attendance in person by a voting Member at a meeting constitutes waiver of notice of the meeting, unless he attends for the express purpose of objecting to the notice.

Section 8.3. Audit. The Corporation is required to have an annual audit of its financial statements. The Board retains an independent Certified Public Accounting Firm to audit the annual financial statements of the Corporation. The audit report is available to the Board and any Stockholder.

Section 8.4. Indemnification. The Corporation will indemnify and hold harmless each Director and Officer now or hereafter serving the Corporation to the fullest extent allowed by Louisiana law from and against, and including, but not limited to, any and all claims and liabilities to which he may be or may become subject by reason of his now or hereafter being, or having heretofore been, a Director or Officer and/or by reason of his alleged acts or omissions as such Director or Officer, whether or not he continued to be such Director or Officer at the time when any such claim or liability is asserted, and will reimburse each such Director or Officer for all legal and other expenses reasonably incurred by him in connection with defending any or all such claims or liabilities, including amounts paid or agreed to be paid in connection with reasonable

- 14 -

settlements made before final adjudication, with the approval of the Board, whether or not he continued to be such Director or Officer at the time the expenses were incurred; provided, however, that no Director or Officer will be indemnified against or reimbursed for any expenses incurred in defending any and all such claims or liabilities or in settling the same if, in the judgment of the Directors, the Director or Officer against whom such claim or liability is asserted has been guilty of gross negligence or willful misconduct. The foregoing right of indemnification is not exclusive of any other rights to which any Director or Officer may be entitled as a matter of law.

Section 8.5. Fiscal Year. The fiscal year of the Club is defined by the Board.

ARTICLE IX.

GENERAL MANAGER Section 9.1. Duties. The General Manager manages the affairs, directs the work of the Club, and hires, supervises, evaluates, and discharges all other Club employees, subject to, and in accordance with, the direction of the Board. The President exercises supervisory authority over the General Manager. The General Manager prepares budgets of operating and capital expenses for approval of the designated committee, and is authorized to incur expenses in accordance with the approved budgets, or as directed by the Board. He makes reports of work and affairs of the Club to the President, Board, and Membership or stockholder meetings, as requested by the President. Daily administration and operation of the Club is entrusted to the General Manager. The General Manager reports on Club operations to the Board.

At the pleasure of the Board, the General Manager attends all meetings of the Board and is an ex officio member of all committees but he does not participate in any committee or Board meeting where the General Manager’s performance or compensation are discussed or other matters more appropriately discussed in executive session.

Section 9.2. Club Employees No employee of the Club is to address their grievance(s) or concern(s) to an Officer, Director, or Member. Such issues are directed only to the General Manager. He is expected to evaluate each case in a fair and thorough manner and make the appropriate decision.

ARTICLE X.

COMMITTEES Section 10.1. Committees of the Board. The Board has the option to establish the committees set forth below. All committee members are appointed by the President of the Board. The Board may terminate any person’s service on the committee upon five (5) days’ written notice. Only persons who are Stockholders may serve on the committees. Any recommendations or approvals of the committees must be submitted to the Board for approval. The scope of authority and responsibilities of each of the committees are set forth below in this ARTICLE X.

Section 10.2. Tennis Committee. The Board has the power to appoint a Tennis Committee. The purpose of the Tennis Committee is to advise the Board in connection with the operation of the

- 15 -

Tennis Facility. In addition, the Tennis Committee makes recommendations concerning tournaments and approves the tournament schedule for the Club. The Tennis Committee shall have the authority to consult with the General Manager and the Tennis Professional(s) concerning certain objectives and quality standards to be met.

Section 10.3. Greens Committee. The Board has the power to appoint a Greens Committee. This committee is composed of two Directors, the General Manager, and two other Stockholder Golf Members. The Greens Committee develops the guidelines for the maintenance of the golf course. The Greens Committee develops six-month, one-year, three-year, and five-year plans for maintenance and operation of the golf course. The Greens Committee regularly consults with the Golf Course Superintendent and Maintenance Supervisor concerning the condition of the course, including, but not limited to, the greens, drains, and overall appearance of the course.

Section 10.4. Social Committee. The Board has the power to appoint a Social Committee, which committee works with the General Manager to make recommendations concerning special events and activities to be held at the Club.

Section 10.5. Rules Committee. The Board has the power to appoint a Rules Committee composed of up to five (5) persons to make recommendations to the full Board concerning the Rules. The Rules Committee is composed of no fewer than two (2) Directors. The Rules Committee investigates any violation of Club Rules or By-Laws and any quality incident reports from the Club General Manager or other department head, then makes recommendations to the Board concerning disciplinary action including fines, censure, suspension and termination of Members.

Section 10.6. Membership Committee. The Board has the power to appoint a Membership Committee composed of three (3) Directors. This committee reviews all Applications and makes initial recommendations for Membership in accordance with ARTICLE V.

Section 10.7. Executive Committee. The Board appoints an Executive Committee composed of the Club General Manager, President, Secretary, and one other Director selected by the Board. The Executive Committee meets with the Advisory Committee quarterly. The Board may, from time to time, delegate specific authority to the Executive Committee.

Section 10.8. Finance Committee. The Finance Committee is comprised of the President, the Treasurer and at least one other Director with accounting, financial or other appropriate expertise. Additionally, the Board appoints up to three stockholding Members that are former Presidents, Treasurers, or otherwise have accounting, financial or other appropriate expertise. The Finance Committee meets monthly and more often as necessary to review the Club’s proposed operating budgets, proposed capital improvement budgets and expenditures, and monthly financial statements including performance against operating budgets. The Club’s controller provides monthly financial statements to the members of the Finance Committee in advance of each monthly meeting. The Finance Committee has no corporate authority. The Treasurer, or his designee that is a member of the Finance Committee, reports the Committee’s recommendations and advice to the Board at the next scheduled Board meeting.

Section 10.9. Other Committees. The Board may appoint additional committees from time to time, including, but not limited to, an Audit Committee.

- 16 -

Section 10.10. Advisory Committee. A permanent Advisory Committee shall be established and composed of the past presidents and treasurers of the Corporation and the current President and Treasurer of the Corporation provided that such persons are Stockholders and Members in good standing. The purpose of the Advisory Committee is to provide long-term planning and to provide for continuity of management. However, the function of the Advisory Committee is limited to advising the Executive Committee and the Board and the Advisory Committee and its members have no voting authority.

The Advisory Committee advises the Board on major issues facing the Corporation including but not limited to (i) long-term planning, (ii) capital budgets, (iii) incursion of debt, (iv) dues increases, (v) changes in classes of Membership, (vi) assessments, and (vii) capital expenditures in excess of $100,000 (collectively referred to as “Major Corporate Events.”).

The Advisory Committee meets with the Executive Committee each fiscal quarter. The Board advises the Advisory Committee in writing of Major Corporate Events that are under consideration by the Board (“Action Notice.”), which Action Notice includes, at a minimum, the draft resolution describing the Major Corporate Event, at least fifteen (15) days prior to its final adoption by the Board. The Advisory Committee is required to make written recommendations to the Board prior to the final approval of any Major Corporate Event. This recommendation of the Advisory Committee must be made within fifteen (15) days of receipt of the Action Notice. The written report may, at the option of the Advisory Committee, contain majority and minority views. The reports of the Advisory Committee are available to the Stockholders upon request of any Stockholder or Member. If the Advisory Committee does not issue a written report within fifteen (15) days of receipt of the Action Notice, the Board of Directors may adopt and take action on the Major Corporate Event(s).

Section 10.11. Management Authority. The committees of the Board have no authority to implement policy decisions. All management of the Corporation is performed by the General Manager in accordance with ARTICLE IX herein.

Section 10.12. Material Changes to Golf Course. No material change to the features or integrity of the golf course as originally designed and played may be made without approval of at least two-thirds (2/3) of the of the Board.

ARTICLE XI.

AMENDMENTS These By-Laws may be amended at any meeting of the Board, provided written notice of the meeting and the proposed amendment to these By-Laws is given ten (10) days prior to the meeting at which the vote is taken. A two-thirds (2/3) vote of all of the Directors eligible to vote is required to amend the By-Laws.

ARTICLE XII.

INTERPRETATION The interpretation of these By-Laws rests with the Board unless and until superseded by a two-thirds (2/3) Stockholder vote at an Annual or Special Meeting of Stockholders.

- 17 -

ARTICLE XIII.

MISCELLANEOUS Section 13.1. Proxies. At every meeting of the Stockholders, any Stockholder having the right to vote is entitled to vote in person or by proxy; provided, however, the proxy must be given to either the spouse of such Stockholder or another voting Stockholder. Such spouse or voting Stockholder must attend the meeting in person to be entitled to vote the proxy.

Section 13.2. Gender and Number. All pronouns in these By-Laws are deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the persons referred to may require.

UNANIMOUSLY ADOPTED in Baton Rouge, Louisiana, the principal place of business of the Corporation, this 26th day of February, 2010.

.

_____________________________ ROBERT CICERO, Secretary ATTEST: _____________________________ CHARLES MOORE, President

- 18 -

REVISED RULES & REGULATIONS OF

THE COUNTRY CLUB OF LOUISIANA, INC.

SECTION I.

GENERAL CLUB RULES Rule 1.1. Use of the Club. The Club is intended for the use of its Members “in good standing,” their immediate families and invited guests. “In good standing” means Members whose Club accounts are current and whose privileges attached to such Membership are not suspended.

Rule 1.2. Club Operating Hours. The Club is open for Membership use Tuesday through Sunday of every week. The Club is closed on Monday, except when certain major holidays fall on Mondays, in which case the Club is open on Monday. When the Club is open for a Monday holiday or event, it is closed on Tuesday. Any deviations from the normal Tuesday through Sunday schedule is announced in advance.

Rule 1.3. Rules. The Board of the Club is responsible for formulating the Rules and Regulations (the “Rules”) of the Club. The General Manager has been authorized by the Board to enforce the Rules. The General Manager is responsible for familiarizing the staff with the Rules, and the staff is authorized to enforce the Rules. It is imperative that all Members abide by the Rules and respect the staff’s authority in enforcing them.

Rule 1.4. Discipline. The General Manager is required to notify the Board of any Member violation of Club Rules. The Board reserves the right to discipline any Member who violates Club Rules in accordance with By-Law procedures. If the matter is sufficiently grave, the General Manager has the interim authority to immediately suspend a Member, pending review by the appropriate officials.

Rule 1.5. Off-Limit Areas. The golf cart storage area, club storage area, golf course maintenance buildings, tennis equipment buildings, pool equipment buildings, and all food preparation and bar service areas are off limits to Members and their families and guests unless approved by the General Manager and accompanied by authorized Club staff.

Rule 1.6. Alcoholic Beverages. Alcoholic beverages may not be brought onto the Club premises by Members or guests at any time without the express permission of the Club General Manager or the Board. No intoxicating liquors will be served or consumed on Club Property in violation of Louisiana or East Baton Rouge Parish Alcoholic beverage regulations. The General Manager and his designated staff are authorized to discontinue alcoholic beverage service when they deem appropriate. The Club complies with all federal, state, and local laws pertaining to the service of alcoholic beverages.

Rule 1.7. Attire. Refer to Rule 2.7 for specific attire requirements relating to golf play and tennis play, respectively. All persons using the Club facilities must be neat, well groomed, and attired in clothing appropriate for the occasion. Swim suits, bare feet, cut off shorts, short shorts (anything more than four (4) inches above the knee), tank tops, gym-wear, hats, and wet clothing, or other inappropriate attire are not permitted in

- 19 -

the Clubhouse. Men’s shirts must be collared and tucked-in unless designed to be worn otherwise. Jeans and shorts are not allowed in the clubs formal dining area. Specific requirements for designated areas are noted herein and may be modified from time to time. The staff strictly enforces this dress code. It is the Member's responsibility to make sure all eligible members of their family and their guests abide by the dress code.

Rule 1.8. Tobacco Products. In order to be compliant with Louisiana law, smoking is not permitted within any enclosed area of the Clubhouse or other indoor Club facility. Outside smoking areas near the Clubhouse and around other indoor facilities will be designated by the General Manager, in his sole discretion. Smoking is permitted on the golf course and other outdoor recreational areas. Smoking Members and guests are required to properly dispose of all tobacco products after use.

Rule 1.9. Games and Cards. The General Manager, or his designee, has been authorized to prohibit any form of game or other activity he or she deems detrimental to the best interests of the general Membership and the Club.

Rule 1.10. Guests. Guests of a Member may be entertained in the Club when accompanied by a Member. The Member must notify the guard at the Security Gate at the Club prior to the arrival of their guest. A Member may not introduce as a guest any person who has previously been suspended or expelled from the Club’s Membership roster unless such person is eligible for reinstatement. Guests enjoy the same Club privileges as their host Member.

Rule 1.11. Automobiles. Automobiles parked on Club premises must be parked only within the areas specifically designated for parking. All “No Parking” and “Handicap Parking” restrictions are strictly enforced by the Club staff. All Members, their families, and their guests should exercise due care when driving in the parking lots.

Rule 1.12. Publicity. No Member or Club employee shall make available to any public media outlet any Club communication that is directed solely to Club Members. No advertisement of any Club event or private function may be made in any public media outlet.

Rule 1.13. Personal Property. The Club is not responsible for any theft, damage, or destruction of any private property belonging to any Member or family member or guest of any Member, with the exception of property which has been properly delivered to the business office and a receipt issued by the business office therefore.

Rule 1.14. Locker Rooms & Shoe Care. Members are encouraged to rent a locker in the locker area. Advise the shoe room staff if you desire a locker. Half lockers are billed at $5 per month and full lockers are billed at $15 per month. The locker room staff affixes a name plate to your assigned locker.

Only Members, their children who have reached the age of eighteen (18) years, and guests are entitled to Locker Room privileges. No one under the age of 21 is allowed in the 19th Hole area or the Ladies Lounge unless accompanied by a parent. All clothing must be kept within the lockers. Golf clubs may not be stored in lockers, and no food or beverages may be stored in lockers. Towels are the property of the Club and may not be removed from Club premises nor used outside of the Locker Room(s).

- 20 -

All Members and their guests are required to utilize the locker rooms to change their attire including shoes. Changing shoes in the Club parking lot is not appropriate. Street shoes can be stored by the shoe room staff as necessary. Make sure that your or your guest’s name is marked on the shoes.

A shoe cleaning station is located outside of the golf club storage area near the Golf Pro Shop. Golfers are encouraged to utilize the station before entering the locker room or 19th Hole areas.

Complimentary polishing of golf shoes is provided in the Men’s Locker Room. Make sure that your name or locker number is marked in your shoes to facilitate their return. Street shoes may be shined by the shoe room staff for which gratuities are appreciated.

Rule 1.15. Solicitations. No demonstration or solicitation on behalf of any political, sectarian, or other commercial enterprise or group can be made on Club Property.

Rule 1.16. Pets. Pets are not permitted on Club Property.

Rule 1.17. Guns. Absolutely no firearms are allowed on Club Property. NO EXCEPTIONS.

Rule 1.18. Records. A Member may inspect, review, or make copies of his or her account records during the Club business office’s normal weekday hours of operation. An authorized Club employee must be present at all times during such inspection, review, and/or copying. With the exception of the Club’s Articles of Incorporation and By-Laws, all Club records, accounts, and files which are maintained by the Club in connection with Club business, operations, and functions are confidential and may not be made available to Club Members without the express written consent of the Board.

Rule 1.19. Employees. In the interest of orderly management, procedure, and discipline, Members are prohibited from reprimanding or issuing direct orders to the employees of the Club. Any complaints or suggestions concerning Club employees should be directed to the General Manager. Employees may not leave the Club premises to run errands or independently provide services to Members while on duty. Members can not loan money to Club employees. Club employees are subject to all federal, state, and local wage and hour provisions and are under the jurisdiction of all labor laws.

A voluntary employee Christmas bonus fund has been established, and voluntary contributions by the Members toward the fund are billed prior to December of each year. Note that contributions are strictly voluntary, and the fund has been established only to demonstrate the Members’ appreciation of the employees’ loyalty and service.

Rule 1.20. Liability. None of the Club, the Board, or the Club’s employees and agents is held liable for any injuries to persons or damage to or loss of property involving Members, guests, or other persons on Club Property. Each Member and his or her family, heirs, successors, and assigns; and each guest and his or her family, heirs, successors, and assigns, agrees to hold the Club, the Board, and the Club’s employees and agents harmless from and against any and all claims which may arise as a result of any such injury, damage, or loss.

Rule 1.21. General. Rollerblading, skating, and skate boards are NOT allowed on Club Property.

- 21 -

SECTION II.

GOLF COURSE RULES Rule 2.1. Golf Course Administration. All play is under the supervision of the Golf Professional and his staff. Violation of the Golf Course Rules as defined herein can result in a Quality Incident Report being filed with the Rules Committee. Any Member may report a Golf Course Rules violation by notifying the Golf Professional.

Rule 2.2. Times of Play. A. In general:

1. Weekdays, except Mondays & Holidays—8:00am until dark 2. Saturdays, Sundays & Holidays—7:30am until dark

B. Exceptions: 1. The course is closed on Monday except when Monday is a major

holiday, at which time the course is open on Monday and closed on Tuesday.

2. Ladies have priority on the first tee on Thursday, before 11:00am, except if Thursday is a major holiday.

3. Men have first tee priority on Saturday prior to 11:00am. An earlier tee time may be approved by the Golf Professional based on his discretion.

4. The Golf Course Superintendent has the authority to determine when the golf course is unfit for play and may close the course to play.

5. The Golf Professional may close the course for play in the event of inclement weather in the area until such weather has left the area.

6. Board approved tournaments have priority on the course.

Rule 2.3. Monday Play. Golf play on Monday, other than Board approved tournaments, is prohibited. Violators are fined.

Rule 2.4. Guest Policy. Members are required to register all guests in the Golf Shop prior to play. Failure to do so results in a fine and/or suspension.

Resident Guests are guests whose primary residence is within 50 miles of the Club. Resident Family Guests are immediate family members, i.e., mother, father, brother, sister of Member and spouse whose primary residence is within 50 miles of the Club. Non-resident Guests are guests whose primary residence is located more than 50 miles from the Club.

Rule 2.5. Times of Guest Play. A. Guests playing with a Member may play Tuesday through Friday except that

the 1st tee is reserved for Members only from 11:00am to 1:00pm each Friday. Guests may play from 10th tee during this time period if no group is on the 9th hole and only with the Golf Professional’s approval.

B. Resident Guests and Resident Family Guests playing with a Member may begin play on Saturdays and Holidays after 10:00am. The Sunday restriction on guest play is rescinded.

C. Non-resident Guests playing with a Member may begin play on Saturday after 10:00am and anytime on Sundays and Holidays.

D. Non-resident Guests playing without a Member, but approved at the discretion of the Golf Professional, may only play on Tuesday, Wednesday, and Friday before 11:00am.

E. Times of guest play may be modified at the discretion of the Golf Professional.

- 22 -

Rule 2.6. Guest Fees. Standard Fees are $90 and Special Fees are $180. Guests are limited to play the golf course no more than eight times in the calendar year (excluding Member-Guest events approved by the Board.) In the event a guest has exceeded the eight time limitations, the Golf Professional may extend, at his discretion, one additional round at the Special Fee rate. All guests playing without a Member in the group or playing unaccompanied at the allowed times (see Rule 2.5 D) are charged Special Fees. Immediate family members pay $50.00. It is the responsibility of the host Member to insure their guests abide by the Rules at all times. Guest fees must be charged to the hosting Member’s account.

Rule 2.7. Attire. All players, including guests and juniors, using the course or practice facilities must be neat, well groomed, and wear proper golf attire.

A. Shorts. Must be mid-thigh or longer and be a Bermuda-style. No tennis shorts, jams, cut offs, exercise apparel, or swim suits.

B. Shirts. Men’s shirts must have collars and be tucked in at all times. Men’s mock collar turtleneck shirts are permissible. No T-shirts, tank tops, tube or halter tops.

C. Trousers. No blue jeans, jogging or warm-up pants of any kind. D. Shoes. All golfers are required to wear appropriate shoes as approved by the

Golf Professional. Metal or other spikes may be changed for approved soft spikes in the locker room upon request.

Rule 2.8. Member Play. A. All play should begin on the 1st tee. However, at the discretion and with the

approval of the Golf Professional, groups may begin play at the 10th tee. Groups beginning on the 10th tee have no priority when turning at the 1st tee. Starting play at any hole other than the 1st tee without the approval of the Golf Professional will result in a Quality Incident Report filed with the Rules Committee for each Member in the group.

B. All golfers, (Members or guests) must register to play in the golf shop. The order of 1st tee priority is determined by the starter or Golf Professional at the time of registration. During periods of heavy play, a starter is present on the 1st tee.

C. To have your group placed on the 1st tee starting list all members of the group must be present. The starter must be notified of the names in your group and intention to start. When all players are ready and present, the starter places you on the 1st tee sheet in order of priority of appearance. The decisions of the starter regarding assigning priorities to the 1st tee sheet are final.

D. Each group must consist of no more than five golfers and must have at least one Golf Member, unless approval is obtained from the Golf Professional. Groups of less than four have no priority on the course.

Rule 2.9. Slow Play. If a group playing at a rate slower than standard, fails to allow faster groups to play through, all golfers in the slower group may be the subject of a Quality Incident Report and subject to Rules Committee action. Groups playing at a rate faster than the standard do not have the right to play through groups playing at the standard rate.

Each Member has the responsibility to not delay or impede the speed of play on the golf course. The average round of golf at the Club requires four hours and ten minutes. All rounds should be completed within this time frame.

All groups must play within one hole of the group in front of them. If the hole ahead of the group is clear, then the gap should be closed. The group should not

- 23 -

stop at the snack bar for lunch. Anyone who stops at the snack bar and falls behind the group ahead may be subject to the Slow Play Rule set forth below.

In the event the Golf Professional determines that a group is playing too slowly, he must inform that group. After the Golf Professional has so advised the group a second time, he has the authority to request the slow-playing group to skip a hole in order to speed play.

No Member can enforce the Slow Play Rule, and all complaints must be referred to the Golf Professional. In determining whether to invoke the Slow Play Rule, the Golf Professional considers the pace of play of the group in question, the pace of play of the groups behind and ahead of the group in question, the times recorded for pace of play of other groups on the day in question and the frequency such players are cited for slow play by the Golf Professional. The Slow Play Rule is applicable to all golfers, regardless of their golfing ability. A determination of slow play is made in the sole discretion of the Golf Professional. Within three (3) days of such determination, the Golf Professional must provide the Board a written report describing the factors which led to the invocation of the Slow Play Rule.

Players may walk and carry their bag or ride in a cart. Rickshaw carts provided by the Club for carrying golf bags are permitted.

Rule 2.10. Golf Carts. All carts whether Club-owned or privately owned are subject to the following guidelines:

A. Drivers of Club-owned and private carts must have a valid driver's license. B. The use of carts is governed by the color of the flag flying at the first tee:

1. Red Flag—carts are restricted to the cart path. 2. Yellow Flag—carts are restricted to paths and rough. 3. Green Flag—carts may drive into the fairway using the 90 degree rule.

C. Carts are never permitted off the paths on Par 3 holes. D. Carts must return to the path at the limit stakes (white stakes, with green caps)

and keep away from greens and bunkers. All carts must remain on the cart path around the greens and tees.

E. White, out of bounds stakes are also property line stakes that delineate Club Property from private property. Carts should not be driven into private yards.

F. Members are responsible for any damage to a cart while in their possession, or in possession of one of their guests.

G. Cart riders are encouraged to double up to reduce wear on the golf course. Rental carts are restricted to no more than three per fivesome, two per foursome, and one per twosome. Only two (2) golf bags and riders per cart.

Rule 2.11. Privately-Owned Golf Carts. In addition to the cart rules in Rule 2.10, the following rules apply to privately-owned carts:

A. A private cart must be substantially identical to the Club fleet and must be approved by the Club in writing. An owner may not change the color of the privately-owned cart.

B. Owners of private carts must abide by all rules of the Club concerning proper use of the carts on Club Property and are held liable for any damage done by their cart.

C. A monthly trail fee is assessed to each private cart owner. The fee is set by the Board. Private cart owners are not charged a cart fee for tournaments.

D. Guests or Members riding as passengers in private carts are charged a cart fee. Spouses and dependents as defined in the Rules may ride in a private cart

- 24 -

without fee. It is the cart owner’s responsibility to notify the pro shop that a fee is due on anyone who may ride in their cart.

E. Private cart owners are responsible for keeping the cart clean and in good repair. If a cart is not clean or in good repair the owner may be censured, fined or the cart may be barred from the course.

F. The Club does not service or clean an owner's private cart. G. All accessories and cart details other than windshield and weather cover must

be approved by the Club. H. Private cart owners are encouraged to allow others to ride with them so as to

reduce wear on the golf course.

Rule 2.12. Practice.

A. All practice is confined to the designated practice areas. Practice is prohibited on the course.

B. All Golf Members must participate in the Driving Range Plan. The Driving

Range Plan covers registered guests of Members. The Driving Range covers registered guest of Members.

C. The putting green is for putting only (no chipping).

D. Do not remove range balls from the practice areas.

E. The Range closes approximately 30 minutes before dark except as follows:

1. During the growing season (March through October) on Sunday, Tuesday and Thursday, the Range closes approximately one hour before dark. Closing earlier to pick and mow the Range allows the Range to open at 7:30am the next day.

2. During the dormant months the Range closes approximately one hour before dark on Sunday only.

F. Do not pitch to the chipping green from the practice tee.

G. Rake the practice bunker after using.

Rule 1.2. Rules of Play A. USGA Rules govern all play. B. Proper golf etiquette must be practiced at all times, including, but not limited

to: 1. Repair all ball marks on the green. 2. Place sand in all divots. 3. Rake all bunkers (both fairway and greenside). 4. Replace bunker rakes within the bunkers after use. 5. Play within the standard time for play as described in Rule 2.9. 6. Loud expressions of anger, foul language, or throwing golf clubs are not

tolerated.

- 25 -

Rule 1.3. General. A. As a courtesy to other golfers, place communication devices on vibrate or

silent mode during your golf round. B. Golf balls hit into course lakes or streams become Club Property (excluding

balls that are immediately retrievable). The only authorized removal of these balls is by a contractor designated by the Club.

C. Fishing in golf course lakes and streams is not permitted from the golf course side of the lake or stream.

D. No persons are allowed on the golf course, including paths and practice areas for any purpose other than to play golf. Jogging and walking are not allowed at any time when the golf course is open for play.

E. Persons under the age of eighteen (18) are prohibited from the Men’s and Ladies’ Locker Rooms and Gyms.

F. Professional golfers are not allowed to play in Member tournaments. G. Towels are not to be removed from the Locker Rooms. H. Cart towels should be left in the carts and not removed from the premises or

stored in the golf bag.

Rule 1.4. Other Golf Services. MGA. The MGA is responsible for organizing and administering all of the men’s Club-sponsored competitions including the stroke-play and match-play Club championships. To participate in such championships, a Member must be a member of the MGA. A portion of the funds generated by MGA membership dues is used to fund enhancements to golf operations, subject to Board approval.

LGA. The LGA is responsible for organizing and administering all of the ladies’ Club-sponsored competitions as well as couples-events. Participating Members must also be members of the LGA. A portion of the funds generated by the LGA membership dues is used to fund enhancements to golf operations, subject to Board approval.

Members and spouses are encouraged to join the Men’s Golf Association (MGA) or Ladies’ Golf Association (LGA).

Hole-in-One Club. Both the MGA and the LGA maintain hole-in-one clubs. Each time a hole-in-one is made, Hole-in-One Club members are billed $5 each. The Hole-in-One Club member that made the hole-in-one receives an award check equivalent to the sum of such billings. Hole-in-ones and subsequent billings/awards are maintained separately for MGA and LGA members.

Handicap Program. All Golf Members are encouraged to join the Handicap Program. The Club’s Handicap Program meets the requirements of the United States Golf Association (USGA). The program fee is billed monthly. If a Member has an established handicap at another facility, information supporting that handicap can be transferred to the Club at the Member’s request. Members of the Handicap Program are required to post all scores utilizing Equitable Stroke Control. Handicap terminals are provided in the Golf Pro Shop or the Men’s or Ladies’ Locker Rooms. After posting scores, sign and date the scorecard and deposit in the scorecard receptacle provided.

Club Storage. Golf Members are encouraged to store their golf clubs in Club Storage. The storage charge is billed monthly and includes personalized shaft labels for identification purposes.

Rule 1.5. Junior Golf. A Junior Golfer is a Member’s dependent that has not reached 18 years of age and lives with the Member or the Member’s spouse. Playing privileges are as follows:

- 26 -

A. Weekdays except Holidays—Junior Golfers that are from age 13 through age 17 that are playing without a parent may start play before 11:00am and after 2:00pm. Junior Golfers that are age 12 and under may play during the same time period as long as they are certified by the Golf Shop staff.

B. Fridays, Saturdays, Sundays, and Holidays—Junior Golfers that are from age 13 through age 17 that are playing without a parent may start after 2:00pm. Junior Golfers that are age 12 or under may play during the same time period as long as they are certified by the Golf Shop staff.

C. Junior Golfers may play with their parents on weekends and holidays, but not before 12:00 noon.

D. All Junior Golfers’ play is at the discretion of the Golf Shop staff. E. Any modifications to these rules due to weather, amount of play, etc., can only

be made at the discretion of the Head Golf Professional. F. Junior Golfers under the age of 16 may use pull carts from Memorial Day

through Labor Day.

SECTION II.

TENNIS RULES Rule 2.1. Administration. All play is under the supervision of the Tennis Professional and his staff. Violation of the Tennis Rules as defined herein can result in a Quality Incident Report being filed with the Rules Committee. Any member may report a Tennis Rules violation by notifying the Tennis Professional.

Rule 2.2. Times of Play. A. A. In general:

1. Weekdays, except Mondays and Club Holidays- 7:00am till 11:00pm 2. Saturdays, Sundays & Holidays- 7:00am till 11:00pm

B. Exceptions: 1. The courts are closed on Monday except when Monday is a major

holiday, in which case the courts are open on Monday and closed on Tuesday.

2. The tennis pro or his staff has the authority to determine when the tennis courts are unfit for play and may close the tennis courts for play.

3. Board approved tournaments, Club tournaments, drills, and approved league play have priority for court use.

Rule 2.3. Monday Play. Play on Monday, other than approved tournaments, league matches. League make up matches or private lessons are unauthorized unless scheduled through the tennis pro shop.

Rule 2.4. Registration. All tennis players must register with the Tennis Pro Shop before beginning play outdoor play; for indoor play, phone reservations are sufficient. All players must also register any guests and pay the appropriate guest fee prior to commencing play.

Rule 2.5. Guest Policy. Members are required to register all guests prior to play.

Outdoors—a member can have up to three guest at one time and there must be at least one member per court with the guest.

Indoors—During the week members are allowed to have guest at any time with a maximum of one guest per member.

- 27 -

Rule 2.6. Guest Fees. Standard fees are $15. Guests will be allowed to play no more than eight (8) times in a calendar year (excluding Member-guest events). Immediate family members are charged $10 and have no price increase due to play exceeding eight (8) times per year. Guest fees must be charged to the hosting Member’s account.

Rule 2.7. Attire. All players must wear approved tennis shoes (no running shoes or cross-training shoes), and 80% of their clothing must be white. Tank tops or sleeveless shirts are not permitted for male players.

Rule 2.8. Court Reservations (Indoor and Outdoor). Reservations may be made up to two days in advance. The tennis court may be reserved for a maximum of 1.5 hours per group. No double-booking is allowed.

Rule 2.9. Lessons. A Tennis Professional may not teach non-Members on the Club’s courts. Non-Club pros may not teach at the Club.

Rule 2.10. Private Lessons and Indoor Usage. Weekdays (Tuesday thru Friday): The Tennis Pros have the right to reserve all three courts for private lessons or drills till 6:00pm. After 6:00pm, the tennis pros only have the right to one of the courts for private lessons or drills.

Saturday—The Tennis Pros have the right to reserve all three courts for private lessons or drills till 1pm, after 1pm, the tennis pros only have the right for one court for private lessons or drills.

Sunday—The Tennis Pros have the right to reserve two courts for private lessons for the entire day.

If the courts are not reserved, the pros have the option of teaching lessons outside of the above mentioned lesson/drill time frames, however a member not taking a lesson has the right to bump the pro and the lesson for the court.

Rule 2.11. Etiquette. Members and guests must observe the common rules of tennis etiquette. Loud or quarrelsome conduct is grounds for immediate removal from the courts by the Head Tennis Professional.

Rule 2.12. General. Only Club-sponsored events or tournaments are allowed without the prior approval of the Head Tennis Professional.

Non-Members are not allowed to participate on any Club league team.

SECTION III.

DINING ROOMS Rule 3.1. Hours. The hours for the Nicklaus Room, the Grille Room and the Main Dining Room, are published monthly in the Veranda.

Rule 3.2. Attire. The dress code described in Rule 1.7 applies in all dining rooms unless notified by publication in the Veranda or by other official means.

- 28 -

Rule 3.3. Cellular Telephones. As a courtesy to other Members and their guests, the use of cellular telephones in the Nicklaus Room and Main Dining Room is prohibited.

Rule 3.4. Smokefree Facility In order to be compliant with Louisiana law, smoking is not permitted within any enclosed area of the Clubhouse or other indoor Club facility. Outside smoking areas near the Clubhouse and around other indoor facilities will be designated by the General Manager, in his sole discretion. Smoking is permitted on the golf course and other outdoor recreational areas. Smoking Members and guests are required to properly dispose of all tobacco products after use.

Rule 3.5. Reservations. Events requiring reservations are published in the Veranda. Members with reservations are given priority, and seating is not guaranteed without a reservation. If a reservation for a special event is not canceled 24 hours prior to the event, the Member is billed the appropriate charge as if the Member had attended.

For Member dining you, are encouraged to make reservations when possible to ensure that the staff is prepared to accommodate your needs. A Member is limited to a group of twelve (12) on any reservation to insure a quality experience.

Rule 3.6. Parties. A Member who wishes to host or sponsor a private party should make arrangements with the Catering Director or the General Manager. Confirmations must be in writing, and it is the Member’s responsibility to obtain such written confirmation. Without the Club’s written confirmation the reservation is considered unconfirmed. All charges for such events are billed to the Member’s account.

No outside food (other than wedding and other special event cakes) or beverages may be brought into the Club for any function or party without the written consent of the General Manager.

A Member sponsoring a party is responsible for ensuring that such party or function is conducted according to the Rules relating to guest attire and behavior and does not interfere with other Members' normal use of the Club.

Special entertainment and musical performers must be approved in advance by the General Manager, and such entertainers are under the supervision of the Club management.

The use of smoke/fog machines, glitter or small confetti is strictly prohibited. A clean-up fee may be assessed to the sponsoring Member’s account if additional clean-up is required.

SECTION IV.

POOL RULES Rule 4.1. Guest Policy All members must sign in upon entering the swimming pool area. All guests must be registered at that time. The guest fee is $5.00 per guest. Pool parties must be booked through the Catering Department at (225)755-4641.

- 29 -

Rule 4.2. General Rules No food or glass may be brought around the pool area. No running or horseplay. The“Lap pool” is for “lap swimming” only.One person at a time on diving board. “One bounce per dive.” No diving is permitted except from diving boards. Flotation devices must be approved by pool staff. Rollerblading, skating, and skate boards are NOT allowed on Club Property. Rule 5.3. Weather Policy The pool may be cleared for inclement weather. When necessary, pool will only be “closed” after a management decision has been made based on current weather projections. Pool activities will remain suspended until thirty minutes after the last thunder is heard. Rule 5.4. Children Children under 12, or who cannot swim, must be accompanied by an adult. Children under the age of 12 may not be dropped off. A parent or an adult must be present with the child.

Rule 5.5. Safety The Pool Staff shall at all times have the authority to maintain order and compliance with pool and club rules. Safety is their primary mission.

Rule 5.5. Towels Clu towels must be properly “checked in” and “checked out” at the pool entrance desk before leaving pool grounds. If this is not done, the club has the right to charge the member’s account $10 per towel. Rule 5.6. Lost and Found Any items left at the pool will be place in lost and found for 48 hours. After that period, the items will be discarded.

Failure to observe these rules can result in suspension or loss of pool privileges.