SOCC, Inc By-Laws 2023

Club Regulations and for such reasons as may be set forth from time to time in the Club Regulations as provided in Article 8.

Section 2.6.8 Right to Repurchase . Equity Members, Social Members and other Licensees must understand that membership in a private country club with a limited membership, like the Club, involves to a large extent interpersonal relationships between and among the Members and Licensees, and between the Members, the Licensees and the management of the Club, and that the success and integrity of the Club as a whole is ultimately determined by the ability of all the Members and Licensees to maintain an atmosphere of goodwill and fellowship within the Club. In recognition of the foregoing unique factors involved in establishing and maintaining a successful private country club, the Club shall have the right to repurchase any membership or License as provided below. If the Club determines, in its sole and absolute discretion, that the integrity and/or positive atmosphere of the Club will be diminished or jeopardized by the continued membership of a Member or Licensee, or in the event any Member or Licensee or his or her Family or any guest make(s) any adverse claim, files a lawsuit, or undertakes any other action that in the opinion of the Club is adverse to the Club, or in the event the Club determines, in its sole discretion, that it is necessary or desirable in the best interests of the Club to terminate a membership or License for any reason, the Club shall have the right to repurchase the membership or License of a Member or Licensee, as the case may be, for a purchase price equal to the purchase price originally paid for such membership or License minus any sums owed by such Member or Licensee (the “ Repurchase Price ” ). Upon payment of the Repurchase Price, the membership or License shall automatically terminate and such payment shall constitute and be a full release of any and all liabilities, claims, demands, actions or causes of action arising out of or related to the payment by the Member or Licensee of the membership or license fee or such termination of membership or with respect to any matter relating to the Club or the Club Facilities.

Article 3 Voting, Meetings and Elections

Section 3.1 Voting . Voting rights in the Club shall be held by Equity Members only as follows: At any meeting of the Equity Members, or at any election, each Equity Member then in good standing shall be entitled to cast one (1) vote. Each Corporate Member is entitled to cast one (1) vote.

Section 3.2

Meeting and Quorum .

Section 3.2.1 Annual Meeting . An Annual Meeting of the Equity Members will be held on a date in February or March of each year, at a location in Kern County and at a time designated by the Board. Notice of said Annual Meeting, including the date, location and time, shall be provided in accordance with California Law. At the Annual meeting, the Equity Members shall vote and elect Governors in accordance with these Bylaws. No alcohol will be served or consumed at the Annual meeting. Section 3.2.2 Special Meetings . Special Meetings of the Equity Members may be called at any time by the President, by the Board or by Equity Members representing five percent (5%) or more of the total voting power of all Equity Members, to consider matters that, by the

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