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TABLE OF CONTENTS

<table><thead><tr><th></th><th>Page</th></tr></thead><tbody><tr><td>BOARD OF GOVERNORS</td><td>1</td></tr><tr><td>MEMBERSHIP BY-LAWS</td><td>3</td></tr><tr><td>HOUSE RULES</td><td>23</td></tr><tr><td>MEMBERSHIP COMMITTEE</td><td>27</td></tr><tr><td>CHARTER MEMBERS</td><td>29</td></tr><tr><td>REGULAR MEMBERS</td><td>33</td></tr><tr><td>NON-RESIDENT MEMBERS</td><td>51</td></tr><tr><td>ASSOCIATE MEMBERS</td><td>52</td></tr><tr><td>HONORARY MEMBERS</td><td>52</td></tr></tbody></table>

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# MEMBERSHIP BY-LAWS
OF
THE REGENCY CLUB

The following Membership By-Laws are adopted and issued by the Board of Governors (the "Board") of The Regency Club, a California corporation (the "Club").

## Section 1
Classes of Membership and the Rights of Each Member

**1.1 MEMBERSHIP.** The membership of the Club shall consist of persons over the age of 21 years and shall not be restricted on the basis of sex, race, religion, or national origin. There shall be five classes of membership, namely, regular members, charter members, non-resident members, associate members, and honorary members.

**1.2 REGULAR MEMBERS.** Regular members shall be (i) those who are now classified as regular members, (ii) those who hereafter are admitted as regular members, and (iii) those who, after having become non-resident members, are admitted as regular members, or having previously been admitted as regular members again become regular members

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through conversion of their non-resident memberships. No permanent resident (as that term is defined in Section 2.3 hereof) of Los Angeles County may hold a non-resident membership.

**1.3 CHARTER MEMBERS.** Charter members shall be those who were the first one hundred forty-five members of the Club. Charter members shall have rights, privileges, responsibilities, and obligations identical in all respects to those of regular members.

**1.4 NON-RESIDENT MEMBERS.** Non-resident members shall be (i) those who are now classified as non-resident members, (ii) those who hereafter are admitted as non-resident members, and (iii) those who, after having been admitted as regular members, effect the conversion of their regular memberships into non-resident memberships.

**1.5 ASSOCIATE MEMBERS.** Associate members shall be (i) those who are now classified as associate members and (ii) those spouses of deceased regular or non-resident members who elect to become associate members. An associate member is entitled to all the rights and privileges, and assumes all the responsibilities, including dues obligations, of the class of membership formerly held by his or her spouse. Status as an associate member automatically terminates upon the death or remarriage of the associate member, although such associate member shall remain liable for payment of all dues and assessments through the

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month of termination and for all other obligations and charges owing by him or her to the Club.

**1.6 HONORARY MEMBERS.** Honorary members shall be (i) those who are now classified as honorary members and (ii) those who hereafter are elected as honorary members. The Board of Governors, by unanimous vote of the Governors present at any duly constituted regular or special meeting, may elect honorary members who shall be extended the privileges of the Club without payment of any admission fee or dues, subject to such limitations as the Board of Governors may from time to time impose.

**1.7 FAMILIES OF MEMBERS.** Each member may authorize the extension of membership privileges to members of his or her immediate family over the age of 21 years and under the age of 30 years who reside with the member, subject to these Membership By-Laws and to such House Rules as may be adopted from time to time by the Board of Governors.

**1.8 RIGHT TO USE CLUB FACILITIES.** Each member shall have the right to use and enjoy the facilities of the Club and the services provided by the Club's staff, subject to the restrictions of these By-Laws and of the House Rules and any other regulations that may be adopted from time to time by the Board of Governors.

**1.9 RIGHT TO PROPOSE AND SECOND CANDIDATES FOR MEMBERSHIP.** Each regular member shall have the right to propose or second candidates (other than his or her parent,

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brother, sister, son, daughter, grandson, granddaughter, father-in-law, mother-in-law, son-in-law, or daughter-in-law) for membership. Non-resident members, associate members, and honorary members shall not have the right to propose or second candidates for membership.

**1.10 RIGHT OF MEMBERS TO RESIGN.** Each member shall have the right to resign at any time by giving to the Secretary written notice of his or her resignation. A resigning member shall remain liable for payment of all dues and assessments to the effective date of resignation and for all other obligations and charges owing by him or her to the Club.

## **Section 2**
**Proposal and Admission**
**of Members**

**2.1 PROPOSAL AND APPROVAL OF NEW MEMBERS.** The procedure for the proposal of any candidate for membership, the consideration and approval or rejection of such proposal, and the admission of each such candidate to membership shall be as follows:

(a) The proposer shall obtain a proposal form from the Club office.

(b) The proposal form shall then be completed and signed by the proposer and the seconder. The proposal form shall, among other things, name as references at least five regular members, in addition to the proposer and seconder, who (in the case of a candidate for regular membership) know the candidate personally. One of these references must be

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either a member of the Board or a member of the Membership Committee. In the case of a candidate for non-resident membership, in addition to the proposer and seconder, the proposal form need name as a reference only a member of either the Board or Membership Committee who knows the candidate personally.

(c) The proposal form, duly completed and signed, shall be returned to the Membership Committee which shall complete such further inquiry, if any, it deems necessary.

(d) After the Membership Committee has completed whatever inquiry it deems necessary, the proposal shall be considered and voted upon by the Committee. The Membership Committee, in voting on each proposal, shall act by secret written ballot, and no candidate shall be approved for membership by the Membership Committee except by the favorable vote of all members of the Membership Committee, less two, present at the meeting at which the vote is taken. A permanent record of all members of the Membership Committee present at each meeting shall be maintained.

(e) The Chairman of the Membership Committee shall send to the Board of Governors each proposal indicating those the Membership Committee has favorably recommended, as well as those it has not. The Board shall then determine which candidate should receive an invitation to become a regular or non-resident member, as the case

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may be, when a vacancy becomes available to
such candidate as provided in Section 2.4
hereof. No person failing admission shall be
proposed for membership again until after
the expiration of one year from the time of
such failure of admission.

## 2.2 CONVERSION OF NON-RESIDENT MEMBERSHIP INTO REGULAR MEMBERSHIP.
If a non-resident member acquires permanent residence in Los Angeles County, he or she may apply for the conversion of his or her non-resident membership into a regular membership, in which event he or she shall furnish to the Membership Committee all requested information concerning himself or herself and his or her family, if he or she had not previously been a regular member; but if such member has previously been a regular member, he or she shall not be required to furnish such additional information or pay any conversion fee. The Membership Committee shall treat the application for conversion in the same manner as a membership proposal. The Chairman of the Membership Committee shall send to the Board of Governors the application for conversion indicating whether the Membership Committee has approved or disappointed the application. The Board shall then determine whether to extend to the non-resident member an invitation to become a regular member when a vacancy becomes available to such non-resident member as provided in Section 2.4 hereof. In such event, pending admission or readmission as a regular member, such member shall pay the dues and have all the

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rights and privileges of a regular member. If the application fails to receive the approval of the Board, the conversion shall not be effective and, inasmuch as the member then no longer qualifies for non-resident membership, his or her non-resident membership shall automatically expire, and he or she shall be entitled to the return of any admission or conversion fee paid, as provided in Section 3.2 hereof.

2.3 DEFINITION OF "PERMANENT RESIDENT.'' A person shall be deemed a "permanent resident" of Los Angeles County, as that term is used in these Membership By-Laws, (i) if he or she maintains there a home, apartment, or other place of abode primarily for his or her own use and if he or she has there, within 60 miles of the Club, his or her principal place of business or (ii) if he or she is present there more than one-half of the time during any 12-month period. In case of doubt as to whether a member has become, or has ceased to be, a permanent resident of Los Angeles County, such member shall promptly, upon request, submit to the Club a written statement of all of the pertinent facts, and the question shall be decided by the Board of Governors.

2.4 WAITING LIST. If and so long as the number of persons approved for admission to either class of membership exceeds the number of vacancies therein, the Club shall maintain a Waiting List establishing the order in which persons approved for admission shall be admitted as vacancies occur. Each such person approved for admission shall take his or her place

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at the bottom of the applicable Waiting List; and if two or more such persons are approved at the same meeting of the Board, their names shall be placed on the applicable Waiting List in the order in which their respective proposals were received by the Club. The names of non-resident members whose applications for the conversion of their memberships into regular memberships have been approved by the Board shall be placed at the top of the regular member's Waiting List in the order in which they were approved by the Board and with those who previously were regular members being given priority; and if two or more such applications are approved at the same meeting of the Board, the names of such persons shall be placed on such Waiting List in the order in which their respective applications were received by the Club. As each vacancy occurs in either class of membership, the same shall be filled by the person whose name appears at the top of the applicable Waiting List, provided payment of the applicable admission or conversion fee has been made.

2.5 CONVERSION OF REGULAR MEMBERSHIP INTO NON-RESIDENT MEMBERSHIP. If a regular member ceases to be a permanent resident of Los Angeles County, he or she shall, by giving to the Club written notice of his or her change of residence and his or her election to convert the regular membership into a non-resident membership, have the right to effect such conversion if the authorized non-resident membership is not then filled. If the authorized non-resident membership is then filled, the

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names of such members electing to effect such
conversion shall be placed at the top of the
non-resident members' Waiting List in the
order in which notices of their elections were
received. The conversion of the membership of
a regular member into a non-resident member-
ship shall become effective at the end of the
month in which notice of his or her election to
effect such conversion is given, or, if his or her
name is placed on the non-resident members'
Waiting List, upon the occurrence of a vacancy
when his or her name is at the top of the
Waiting List. Until such conversion thus
becomes effective, the member electing to ef-
fect the same shall remain a regular member
and as such shall pay the dues and have the
rights and privileges of a regular member, ex-
cept that, after three months, dues may be
reduced in accordance with the leave of ab-
sence rules set forth in Section 4.2 hereof. Each
such regular member who thus converts his or
her regular membership shall thereafter pay
the dues and have only the rights and
privileges of a non-resident member.

## Section 3
Termination of Membership

3.1 RESIGNATION, DEATH, OR INCOMPETENCY. The membership of any member shall be terminated upon his or her resignation, death, or judicially declared incompetency. No such member shall be entitled to the return of the admission fee or conversion fee paid.

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**3.2 TERMINATION BY BOARD OF GOVERNORS.** The Board of Governors shall have the right to terminate the membership of any member at any time, with or without cause. Such member shall be entitled, except under the circumstances described in Section 3.3 hereof, to the return of the admission fee or any conversion fee (but not including any applicable tax and without interest) paid by him or her, less any dues, assessments, obligations, and charges owing by him or her to the Club. The receipt by the member of such refund shall constitute and be a full release of any and all liability, claims, demands, actions, or causes of action arising out of or related to the payment by the member of the admission fee or any conversion fee and dues, or to such termination of membership.

**3.3 SPECIAL PROVISIONS FOR TERMINATION OF NON-RESIDENT MEMBERSHIPS.** The membership of any non-resident member who acquires permanent residence in Los Angeles County may be terminated, in the discretion of the Board of Governors, without refund of the admission fee paid by him or her, if he or she fails to notify the Club promptly in writing of the change of residence or if he or she fails, within 60 days after such change of residence, to apply for the conversion of his or her non-resident membership into a regular membership, as provided in Section 2.2 hereof; and the membership of such non-resident member may be terminated by the Board if his or her application for such conversion is not approved by the Membership Committee.

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## Section 4
### Admission and Conversion Fees and Dues

#### 4.1 ADMISSION AND CONVERSION FEES AND DUES.
Fees payable for the admission of any person as a regular or non-resident member, or for the conversion of a non-resident membership into a regular membership, exclusive of any applicable tax, and the dues payable by each member holding any class of membership, shall be in such amounts and shall be payable at such times as set forth in Section 7 hereof or as may from time to time be fixed by the Board of Governors.

#### 4.2 DUES OF MEMBERS GRANTED LEAVE OF ABSENCE.
Any regular member who may be absent from Los Angeles County continuously for a period of six months or longer, or who anticipates such absence, may, upon request, be granted a leave of absence by the Board effective the first month following the date of request or following the beginning of absence, if later. Any such request shall be by letter addressed to the Board, briefly setting forth the nature and probable length of the anticipated absence. After a member has been on leave of absence for three months and thereafter during the continuation of such leave, such member shall be required to pay only one-half of such member's customary dues. Any leave of absence shall terminate on the first of the month following the date when the member resumes being a permanent resident of Los Angeles County. Whenever a member on leave of absence resumes being such a

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permanent resident, such member shall so noti-
fy the Secretary giving the date of return.
Failure to so notify the Secretary within 60
days of the date of return shall subject the
membership to termination as provided in Sec-
tion 3.3 hereof. Any member on leave of ab-
sence for more than a year shall be deemed to
have elected to convert the regular member-
ship into a non-resident membership, as pro-
vided in Section 2.5 hereof.

4.3 REMISSION OF DUES IN SPECIAL
CASES. The Board shall have the power to sus-
pend or remit the dues of any member who
may be called into the active Armed Services of
the United States, who temporarily accepts a
position with the United States Government, or
who after many years of membership may suffer a physical disability or illness, seriously
curtailing or preventing use of the Club
privileges, for such period as such service, dis-
ability or illness may continue.

Section 5
Guests

5.1 INVITATION POLICY. Any member may invite a guest to the Club. No member shall make a practice of repeatedly inviting the same person who is eligible for membership and no member shall at any time invite any former member who was expelled or whose membership was terminated.

5.2 ACCOMPANIMENT BY MEMBER. Each guest may enter the Club only when accompanied by the member introducing him or her.

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**5.3 CLUB STANDARDS APPLICABLE.** Guests whose manner, appearance, or deportment is not deemed within the standards of membership or who offend or disturb other members may be asked to leave. Gentlemen shall wear jackets and ties at all times.

**5.4 NO INDEBTEDNESS.** No guest shall be permitted to contract any indebtedness to the Club. Members inviting guests are subject to the provisions of Section 9 hereof.

## Section 6
### Visitor's Card

A visitor's card may be issued at the written request of a member in good standing to a person who does not reside or have a principal place of business in Los Angeles County, upon such terms and conditions as shall from time to time be determined by the Board. Such a visitor's card grants regular privileges and is valid for a period not to exceed two weeks. Members requesting the issuance of a visitor's card are subject to the provisions of Section 9 hereof.

## Section 7
### Payment of Fees, Dues and House Accounts

**7.1 ADMISSION OR CONVERSION FEES.** Admission or conversion fees shall be payable within ten days of invitation to membership.

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**7.2 DUES AND HOUSE ACCOUNTS.** All dues and house accounts shall be due and payable on the first day of each month.

**7.3 DELINQUENCIES.** All dues and house accounts shall become delinquent if unpaid on or before the last day of the month in which they shall be due and payable. A charge of 1.5% per month may be made on all dues and house accounts which are delinquent. In addition, if a member's account is unpaid on the thirtieth day after billing, credit and/or membership privileges may be denied while the account remains unpaid and the Board may at its option post a notice of such delinquency. At the option of the Board, membership and all rights thereunder may be terminated, as provided in Section 3.2 hereof.

**7.4 AUTHORITY OF BOARD.** The Board shall determine when or whether it is appropriate to limit or collect any indebtedness of a member to the Club.

## **Section 8**
**Change of Address**

All members must immediately notify the Secretary of the Club in writing of any change of address, and by failure to do so shall be deemed to have waived any notice provided for under these Membership By-Laws.

## **Section 9**
**Liability for Use of Property**

**9.1 PROPERTY DAMAGE.** Every member shall be responsible to the Club for any damage

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to its property caused by such member, or such member's guests, visitors, or family members. Payment for damages shall be collected in the same manner as that in which other debts or obligations are collected under these Membership By-Laws, and the failure to pay a bill for same when presented shall have the same effect as any infraction of these Membership By-Laws.

## 9.2 LACK OF CLUB LIABILITY.
Every member, or each of such member's guests, visitors, family members, or other persons who in any manner make use of any Club facility, or who engage in any Club activity, either on or off Club premises, shall do so at his or her own risk and shall hold the Club harmless from any and all loss, cost, claim, injury, damage, or liability therefrom and/or by reason of any act or omission of any employee of the Club. Any member who introduces any guest or visitor shall have, owe, and perform the same obligation to the Club hereunder as to each guest or visitor.

## 9.3 RESPONSIBILITY FOR GUESTS.
Every member who invites or brings a guest, visitor or family member upon the Club premises or who has a visitor's card issued shall be responsible to the Club for any and every obligation incurred by such guest, visitor or member of the family.

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## Section 10

### Right to Regulate Use of Property

The Board shall have the right to make such rules, regulations and restrictions in use of all or any part of the Club property, Club membership or related matters as it may deem wise to impose. Such rules, regulations, and restrictions which may be known as House Rules shall become effective immediately upon mailing a copy thereof to members or upon posting a copy thereof in a conspicuous place and shall be considered a part of these Membership By-Laws and shall apply thereafter to all classes of members and their guests, visitors, and members of their families.

## Section 11

### Non-Transferability of Memberships

All Club memberships are licenses to use Club facilities subject to the terms and conditions of these Membership By-Laws and the House Rules and are and shall be non-transferable.

## Section 12

### Contract of Membership

12.1 **BY-LAWS AND HOUSE RULES.** Every member, by acceptance of the Club's invitation to membership, agrees to be bound by these Membership By-Laws and any House Rules, as such Membership By-Laws and House Rules may be amended from time to time.

12.2 **CLUB PUBLICATIONS.** Unless the Club has been advised in writing to the contrary,

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for payment. Members are not stockholders of
the Club and have no rights of ownership in
any assets of the Club.

15.2 **MEMBERS NOT EMPLOYEES.** No member by virtue of membership status or by service on any committee shall be deemed an employee or agent of the Club.

15.3 **NO PROPERTY RIGHTS.** There is no liability, either express or implied, binding upon the Club or its property to provide or maintain, or, having provided, to continue to provide and maintain, Club facilities or any accessories therefor; and the Club may at any time reduce or terminate any or all of the services or facilities provided in connection therewith. Admission to membership is the full and sole consideration for the payment of the admission fee or any conversion fee and any and all dues. The existence of a membership in the Club shall be limited to the life of the Club. Except as provided in Section 3.2 hereof, upon termination of membership, no part of the admission or any conversion fee or past paid dues is returnable to the member.

15.4 **SCOPE OF AUTHORITY.** The Club is incorporated under the laws of the State of California, and all operations of the Club, including the matters covered by these Membership By-Laws, are subject to the authority of the Club corporation's Board of Directors.

15.5 **GOVERNORS' TERMS OF OFFICE.** Each member of the Board of Governors other than the members initially chosen by the corporation's Board of Directors shall serve for a term

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of three years following his or her election or
until such time as a successor is elected by the
corporation's Board of Directors. The Board of
Governors shall consist of 22 members which
may be increased or diminished from time to
time in the discretion of the corporation's
Board of Directors. The initial members of the
Board of Governors shall be divided by lot or
another impartial method of selection into
three groups, two of seven members and one of
eight members, for the purpose of determining
whether such initial members shall serve for an
initial term of one, two or three years. Any
person selected to complete the unexpired term
of a member of the Board of Governors shall
serve the balance of such term remaining at the
time of the successor's selection.

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