SOCC, Inc By-Laws 2023

Article 13 Dissolution or Other Sale of Assets

Section 13.1 Dissolution . Notwithstanding anything to the contrary in these Bylaws, but subject to any more stringent requirement of the California Law applicable from time to time, the Board shall not wind-up or dissolve the Club or sell all or substantially all of its assets, without the vote or written consent of Equity Members representing fifty percent (50%) or more of the total voting power of the Club. Sale . In the event of the sale (upon dissolution of the Club or otherwise) or other disposition of the assets of the Club, no Equity Member in his or her capacity as an Equity Member, shall receive any property or proceeds therefrom, except that Equity Members may be repaid, upon resolution of the Board, up to the amount of their membership fee actually paid to the Club, as applicable, for such membership and any distribution allowed by law shall be made pro rata to the Club’s then -current Equity Members in good standing. Any excess proceeds shall be distributed in accordance with the Club’s Articles of Incorporation or, to the extent the Articles do not so provide, in accordance with the California Law. In no other event shall an Equity Member share any income, receipts, division, disposition, or other enjoyment of assets of the Club, except to the extent of his or her ordinary and usual privilege of use of the Club Facilities. In no event shall the Licensee share in any income, receipts, division, disposition, or other enjoyment of assets of the Club, except to the extent of his or her express privilege of use of the Club Facilities. Section 13.2

Article 14 Miscellaneous

Section 14.1 Interpretation . The decision of the Board on any question or interpretation involving the Bylaws, or any provision herein, shall be final and binding, except as otherwise provided by law, the Articles of Incorporation and these Bylaws. Gender . All pronouns in these Bylaws shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons referred to may require. Section 14.2

Section 14.3

Errata . Without further approval of the membership, the Board may correct

such errata and scrivener’s error as may exist in printed versions of these Bylaws.

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