CHERRY HILLS COUNTRY CLUB (m) To construe the Rules and Bylaws of the Club, which construction shall be final. (n) To annually adopt an operating budget and a capital improvement budget. (o) To select a certified public accountant to conduct the audit of the Club’s books and records. (p) To do all other things deemed by the Board necessary and expedient to control and manage the property and affairs of the Club not inconsistent with the Articles of Incorporation and Bylaws thereof. (q) To indemnify the Officers, Directors, Legal Counsel, and employees of the Club as provided in Section 6 of this Article. Section 3. Limitations. Notwithstanding anything provided in Section 2 of this Article, the power to take the following actions shall be exercised only by a majority vote of the Members actually voting at an Annual or Special meeting of the Club called for such purpose and in accordance with these Bylaws: (a) To mortgage the property of the Club in any amount; (b) To purchase, sell, or exchange any assets having a price of $5,000,000 or more, or make any non-maintenance or non-replacement related capital expenditure or associated capital expenditures totaling $5,000,000 or more in any 12-month period, which $5,000,000 limit shall be indexed and adjusted annually, to begin January 1, 2024 using the official government Consumer Price Index; provided, however, the provisions of Sections 3(a) and (b) requiring a Membership vote shall not apply to the purchase of any strategic real property (and any property- specific mortgage or other financing) so long as there is to be no assessment of the Membership in connection with such purchase. (c) To alter the categories of Club Membership or change the number of Members permitted in any particular category of Membership; and (d) To hold more than one major, national professional golf tournament at the Club during any ten-year period. Section 4. Regular and Special Board Meetings. The Board shall hold Regular Meetings at least once each quarter on a day to be set by the President. Special Board
ARTICLE III
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