Section 1. The registered office shall be in the City of Broken Arrow, County of Wagoner, State of Oklahoma.

Section 2. The association may also have offices at such other places both within and without the State of Oklahoma as the Board of Directors may from time to time determine or the business of the association may require.

Section 1. Meetings of members for any purpose may be held at such time and place, within or without the State of Oklahoma, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. The association anticipates having an annual banquet. The annual meeting of the members, commencing with the year 1997, shall be held at the annual banquet. In the event an annual banquet is not held, the annual meeting of the members shall be held at a date and time selected by the Board of Directors. At the annual meeting, the members shall elect a Board of Directors and transact such other business as may be properly brought before the meeting.

Section 3. Written notice of the annual meeting, stating the place, date and hour of such meeting, shall be posted at Forest Ridge (Club House, Pro Shop, or wherever practicable), at least two (2) weeks before the meeting.

Section 4. Special meetings of the members, for any purpose or purposes, may be called by the President, or at the request in writing of a majority of the members. Such request shall state the purpose or purposes of the proposed meeting.

Section 5. Written notice of a special meeting of members, stating the place, date, hour and the purpose or purposes thereof, shall be posted at Forest Ridge (Club House, Pro Shop or wherever practicable), at least two (2) weeks before the meeting. Notice shall be posted as is set forth in Section 3 of Article II.

Section 6. Business transacted at any special meeting of the members shall be limited to the purposes stated in the notice.

Section 7. A majority of the members present in person or represented by proxy, shall constitute a quorum at all meetings of the members for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the members, the members entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted at the meeting as originally notified.

Section 8. When a quorum is present at any meeting, the affirmative vote of a majority of the members shall decide any question brought before such meeting.

Section 9. Each member shall at every meeting of the members be entitled to one vote in person or by proxy.

Section 10. Any action required to or which may be taken at any annual or special meeting of the members, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by a majority of the members. Notice of the taking of action by the members without a meeting by less than unanimous written consent shall be posted at Forest Ridge (Club House, Pro Shop or wherever practicable).

Section 1. The number of directors which shall constitute the whole Board shall be not less than one (1) nor more than seven (7). As of May 5, 1997, the Board shall consist of five (5) directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the Board of Directors or by the members at the annual or a special meeting of the members. Except for the election held by the incorporator(s) and except as provided in Section 2 and in Section 14 of this Article II, the directors shall be elected at the annual meeting of members. Each director elected shall hold office until such director’s successor is elected and qualified, or until such director’s earlier resignation or removal. Directors need not be members.

Section 2. The business of the association shall be managed by its Board of Directors which may exercise all such powers of the association and do all such lawful acts and things as are not by law or by these Bylaws directed or required to be exercised or done by the members.

Section 3. The Board of Directors of the association may hold meetings, both regular and special, either within or without the State of Oklahoma.

Section 4. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board. Five (5) days’ notice of all regular meetings shall be given, and such notice shall state the place, date, hour and the business to be transacted at and purpose of such meeting, unless each board member agrees to the meeting without notice or if less than five (5) days’ notice.

Section 5. Special meetings of the board may be called by the President on three (3) days’ notice to each director either personally or by mail or by telegram. Special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of two (2) directors unless the association has at that time less than three (3) directors, in which latter event the request of only one (1) director shall be required. Notice of any special meeting shall state the place, date, hour and the business to be transacted at and the purpose of such meeting. Special meetings of the Board of Directors may be held without notice or with less than three (3) days notice if all Board members agree.

Section 6. At all meetings of the Board, a majority of the directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. The Board of Directors may, by resolution, passed by a majority of the whole Board, designate one or more committees, each committee to consist of one (1) or more of the directors of the association, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the association. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 8. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 9. Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment that enables all persons participating in the meeting to hear each other. Such participation shall constitute presence in person at such meeting.

Section 10. Unless otherwise restricted by these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if a written consent to such action is signed by all members of the Board or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

Section 11. The Board of Directors at any time may, by affirmative vote of a majority of the members of the Board then in office, remove any officer elected or appointed by the Board of Directors for cause or without cause.

Section 12. Any director may be removed, for cause or without cause, by a majority vote of the members entitled to vote for the election of such director at any annual or special meeting of the members. Upon such removal of a directory, the members (and not the remaining directors) shall elect a director to replace such removed director at the same members’ meeting at which such removal took place or at a subsequent members’ meeting.

Section 1. Whenever any notice is required to be given under the provisions of law or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

Section 1. The officers of association shall be chosen by the Board of Directors and shall, at a minimum, consist of a President and a Secretary. The Board of Directors may also choose additional officers, including a Chairperson or Vice-Chairperson of the Board of Directors, one or more Vice-Presidents who may be classified by their specific function, a Secretary, a Treasurer and one or more Assistant Secretaries and Assistant Treasurers. Two or more offices may be held by the same person, except the offices of President and Secretary.

Section 2. The Board of Directors at its first meeting and after each annual meeting of members shall choose a President and a Secretary, and may choose such other officers and agents as it shall deem necessary.

Section 3. The officers of the association shall hold office until their successors are chosen and qualify, until their earlier resignation or removal. Any vacancy occurring in any office of the association shall be filled by the Board of Directors.

Section 4. The Chairperson, or, in the absence of the Chairperson, a Vice-Chairperson of the Board of Directors, if chosen, shall preside at all meetings of the Board of Directors, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 5. The President shall be the chief executive office of the association, shall preside at all meetings of the members and, unless a Chairperson or Vice-Chairperson of the Board has been chosen, at all meetings of the Board of Directors, and shall have general and active management of the business of the association and shall see that all orders and resolutions of the Board of Directors, are carried into effect.

Section 6. The Vice-President, or if there shall be more than one, the Vice-Presidents in the order determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 7. The Secretary shall attend all meetings of the Board of Directors and all meetings of the members and record all the proceedings of the meetings of the association and the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the members and regular and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be.

Section 8. The Treasurer, if one is chosen or, if not, the Secretary, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the association and shall deposit all moneys and other valuable effects in the name and to the credit of the association in such depositories as may be designated by the Board of Directors.

Section 9. The Treasurer, if one is chosen or, if not, the Secretary, shall disburse the funds of the association as may be ordered by the Board of Directors taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transaction performed by the Treasurer (or Secretary, as the case may be) and of the financial condition of the association.

Section 1. There may be set apart out of any of the funds of the association available for dividends such amounts as the Board of Directors deems proper as a reserve or reserves for working capital, or for any other proper association purpose, and the Board of Directors may increase, decrease or abolish any such reserve in the manner in which it was created.

Section 2. All checks or demands for money and notes of the association shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 3. The fiscal year of the association shall be as fixed by the Board of Directors.

To the extent and in the manner permitted by the laws of the State of Oklahoma, the association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the association, by reason of the fact that such person is or was a director, officer, employee or agent of the association, or is or was serving at the request of the association as a director, officer, employee or agent of another association, partnership, joint venture, trust or other enterprise against expenses, including attorney fees, judgments, fines and amount paid in settlement.

The Bylaws may be amended or repealed, or new bylaws may be adopted, by the members or by the Board of Directors at any regular meeting of the members of the Board of Directors, or ant any special meeting of the members of the Board of Directors if notice of such amendment, repeal, or adoption of new bylaws be contained in the notice of such special meeting.

APPROVED AND RATIFIED as of this 5th day of May, 1997, by the undersigned, constituting all of the directors of the association.

Bill Shoemaker   
Director

Doug Evans        
Director

Doug Wade        
Director

Bob Smith          
Director

Rick Wetzel       
Director

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