By-Laws of Cloud 9 Ranch Club, Inc.

Definitions

Board - The business and affairs of the corporation shall be managed by its Board of Directors as used
herein “Board” shall mean Board of Directors of Cloud 9 Ranch Club, Inc.

Delivery -To send notice, ballot, or communication to members personally, by e-mail or postal mail. If
given by postal mail, such notice shall be deemed to be delivered when deposited in the United
States Mail addressed to the member at his address as it appears on the records of the corporation,
with postage thereon prepaid. E-mail notice will be sent as per request by the member and shall
include the e-mail address of such member.

Director(s) – One of seven elected members of the Board of Directors.

Voting Authority – Total number of members voting in the most recent election for Board of Directors.

Voting Power – The total number of members entitled to vote for a Board of Directors election.

Voting Representation – The total number of members of the corporation voting at an annual meeting in
person and or by proxy.
By-law
ARTICLE I – Names & Offices

The name of this corporation shall be Cloud 9 Ranch Club, Inc. and its principal office shall be located in
Caulfield, Missouri.

ARTICLE II – Purpose & Powers

Section 1. General. Cloud 9 Ranch Club, Inc. is organized to manage, operate, and maintain a social and
recreational ranch for the pleasure and recreation of its members: to engage in other non-profitable
activities similar to pleasure and recreation which are exempt activities under Section 501 © (7) of the
Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal
Revenue law.

Section 2. Non-political. No Substantial part of the activities of the corporation shall be the carrying on of
propaganda, or otherwise attempting, to influence legislation, and the corporation shall not participate in,
or intervene in, including the publishing or distribution of statements, any political campaign on behalf of
any candidate for public office.

Section 3. Not-for-profit. The corporation shall be conducted at all times as a not-for-profit organization
and no part of the net earnings of the corporation shall inure to the benefit of, or be distributed to its
members, directors, officers, or other private persons, except that the corporation shall be authorized and
empowered to pay reasonable compensation for services rendered and to make payments and distribution
in furtherance of the purposes set forth in Section I of the Article. Provided further, that in no event shall
any of the assets of the corporation be the Diversion of such assets from purposes which qualify as exempt
under Section 501 © (7) of the Internal Revenue code of 1954 or the corresponding provision of any
future United States Internal Revenue law. The corporation shall do whatever is necessary, conducive,

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incidental or advisable to accomplish and promote the objects and purposes of the corporation aforesaid
and in regard thereto shall have all of the powers granted a not-for-profit corporation by the laws of the
State of Missouri, and all of the powers and functions granted to it in the restrictions which are attached to
and made a part of these Bylaws.

In addition to the powers aforesaid, the corporation shall have all of the powers and functions which may
be granted it by amendments to the restrictions aforesaid or by any new or by any new or additional
restrictions which have been approved by the members Any such amendments, new or additional
restrictions shall be attached to these Bylaws.
ARTICLE III – Membership

Section 1. Classification. The corporation shall have two (2) classes of members, voting members and
associate members.

Section 2. Voting Members. Any person, firm, association or corporation who owns or has executed a
Contract for Deed to purchase an undivided interest in real estate (Cloud 9 Ranch) which is subject to the
restriction referred to in Article II of these Bylaws shall automatically become a voting member of the
corporation; provided however, should such undivided interest be owned or contracted for by more than
one person or other entity, such voting membership shall be issued as one vote per membership.

A. Cession ownership and related voting assignments are described in the Articles of
Incorporation, Section 8 a, b, & c. The one exception is; (a) If legal title is held by husband and
wife, either spouse shall have equal right to vote their membership(s). If both are deceased, the
same shall be transferred in accordance with the Articles of Incorporation, Section 8-c.
B. The number of memberships that can be sold or transferred to any individual, firm,
organization, association or corporation is limited to a total of five (5).

Section 3. Associate Members.

(a) The following shall be entitled to associate membership in the corporation: The
unmarried, under 21 years of age, children of a voting member.
(b) Each voting member shall notify the corporation in writing upon becoming a voting
member the persons entitled to associate membership. No person who is entitled to
associate membership in the corporation shall be entitled to the privileges of associate
membership until the corporation receives the written notification aforesaid.
(c) Associate members shall have no vote or right to notice of any meeting of members,
regular or special. Associate members shall not be required to pay maintenance fees
and shall not own any interest in the assets of the corporation but shall be entitled to
enjoy all other privileges of membership, subject, however, to the observance of all
rules and regulations governing the conduct of members.
(d) Associate membership shall cease automatically upon termination of the status-giving
rise to such membership.

Section 4. Corporation-owned memberships. The corporation shall not be entitled to vote on account of
memberships owned, held, acquired or reacquired in its’ own name.

Section 5. Privileges. Members and associate members, and the guests of each, shall have the use of the
ranch roads, parks and recreational facilities in all of the property of Cloud 9 Ranch and any other

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property or facilities from time to time owned in common by the members, or which may be acquired by
the corporation subject to the restrictions aforesaid and such other rules for the use of such property,
roads, parks, recreational facilities or other property of facilities as are currently in effect or as they may
be amended from time to time by the Board of the corporation. Any such rule amendments shall be
subject to validation, modification or rescission by a majority of the voting representation.

Section 6. Termination of Voting Membership. Voting membership in the corporation shall terminate
when a member transfers his undivided interest in the real property which is subject to the Restrictions set
forth in the Article of Incorporation, Section 8,a, b, & c, defaults in the payments provided for in the
member’s Contract of Deed to purchase any such property, fails to pay maintenance fees, taxes, or
assessments or fails to convey undivided interest in the real property aforesaid.

Termination of the voting membership shall constitute a forfeiture, abandonment, surrender, release and
relinquishment of all interest of such terminated voting member in and to the corporation and its property,
and such terminated voting member shall thereafter have no rights thereto or therein. Each voting member
further agrees that upon termination of his voting membership as aforesaid his undivided interest in the
property from which his voting membership in the corporation was derived shall be sold.

Section 7. Fees, Taxes, and Assessments.

(a) Annual membership fees will be set by the Board for each membership. The board is
authorized to increase membership fees up to 10% annually, if the need arises. Increases
greater than 10% may only be authorized by a majority of the voting authority, Said
membership fees shall be paid as stated under the condition of the membership sale, monthly,
in advance on the first day of the month except those memberships which as a condition of that
membership have agreed to a different schedule of payment of maintenance fees; provided
however, any voting member may prepay said fees if they so desire. The monthly fees of those
who become members of the corporation on a day other than the first day of the month shall be
waived for such month. Fees, if any, for the use of corporation facilities, shall not be deemed to
be dues or assessments, and the same shall be determined by the Board.

(b) The corporation shall pay all taxes and assessments, if any, which may be levied by any
governmental authority upon the property subject to the Restrictions set forth in Article II
hereof and any improvements thereon; provided however, in the event there are not sufficient
funds in the corporation to pay the same, the corporation shall immediately assess each
member for his proportionate share of such taxes and assessments. Such assessment shall be
due and payable thirty (30) days after the notice of such assessment is forwarded to each voting
member at his address as the same appears in the records of the corporation.

(c) Special assessments, above and beyond the annual membership fees aforesaid may be levied
against all members by the Board if necessary for matters involving health, safety or welfare,
otherwise only by a majority of the voting representation.

(d) Whenever a voting member shall be in arrears in payment of his fees, taxes and special
assessments for a period of more than thirty (30) day, he shall be notified in writing by the
President or Secretary of the corporation that is such fees or assessments or both, are not paid
within thirty (30) days after such notice he shall be deemed a delinquent member.

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 (e) Upon certification by the Treasurer to the Board that a voting member is so delinquent, by a
majority vote of the Board, such member may be suspended from membership in the
corporation. Any member so suspended shall not be entitled to vote, participate in corporate
affairs, or be a member of the Board or hold office; and in the event its representative is an
officer or director, such Director or Officer shall automatically be removed from such
directorship or office of Cloud 9 Ranch Club, Inc. upon such suspension. The membership of
any member who remains suspended for a period of six (6) months shall be automatically
terminated.

(f) Upon certification by the Treasurer to the Board that a suspended member has cured his
delinquency by paying all delinquent maintenance fees and assessments, such member shall be
automatically reinstated to membership in the corporation on the date of such certification.
Upon such reinstatement, the member shall be entitled to all of the rights and privileges of
corporate membership, except he shall not be entitled to regain his previous membership on the
Board, if any, nor any previous office held prior to the suspension unless re-elected in
accordance with the applicable provisions of these Bylaws.

ARTICLE IV – Membership Meetings

Section 1. Annual Meeting. The corporation shall hold an annual meeting of membership on a date as
may be fixed by the Board. Such annual meeting shall be for the purposes of electing directors and the
transaction of any business within the powers of the corporation. All business of the corporation shall be
brought before the meeting in accordance with Section 3 following, except such business as is specifically
required by statutes or by the Articles of Incorporation to be stated in such notice. Failure to hold an
annual meeting shall not, however, invalidate the corporation existence of the corporation or otherwise
affect valid corporate acts. Said meeting shall be held on the property in Ozark County, Missouri.

Section 2. Special Meetings. Special meetings of the members may be called by the President, a majority
of the Board, or by the written request of the membership equal to or greater than 10% of the voting
authority.

Section 3. Notice. Notice of matters to be brought before the meeting.

A. Matters properly brought before the meeting.

(a) At a meeting of the members, only such voting shall be conducted as shall have been
included in the notice of meeting (or any supplement thereto).
(b) Matters to be submitted for vote may be brought before the members in two ways:
(1) By or at the direction of the Board, or (2) by a member entitled to vote who
complies with the notice requirements set forth in this section.

B. Notice Requirements. A member who intends to bring any matter for submission by a vote of the
membership at a meeting must give notice of his intent in writing or by electronic transmission. Such
notice must be received by the Secretary, in the case of an annual meeting not more than 180 days and not
less than 120 days before the date of the meeting; or in the case of a special meeting, not more than 15
days after the day on which notice of the special meeting is mailed to members. Every notice by a member
shall include:

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 (a) The name and address of the member of the corporation who intends to bring up the matter.
(b) The signatures of twenty (20) other members entitled to vote endorsing the matter.
(c) A description of the matter and any material interest of the member in the matter.

Section 4. Adjournment. Any meeting of the membership, annual or special, may adjourn from time to
time or reconvene at the same or some other place, and no notice need be given such adjourned meeting
other than by announcement.

Section 5. Quorum. A quorum shall consist of a majority of 250 members for any vote of/by the
membership. The vote of a majority of the votes entitled to be cast by the members present or by proxy at
a meeting (voting representation) at which a quorum is present shall be necessary for the adoption of any
matter voted upon by the members that is not a bylaw.

Section 6. Waiver of Notice. The persons entitled thereto may waive any notice required by these
Bylaws.

Section 7. Proxy. A member may vote either in person or by proxy executed in writing by the member or
his duly authorized attorney in fact. No proxy shall be valid more than 11 months after the date of its
execution, unless otherwise provided in the proxy. Whereas directors are to be elected by members, such
election will be conducted by written ballot. Ballots will be delivered as stated in Section 3 – Notice.
(annual membership meeting approved 6/02).

Section 8. Voting. Each voting member of the corporation shall be entitled to a number of votes equal to
his percentage of ownership in the total real property subject to the limitations set forth in Article III
Membership. In all elections for Directors cumulative voting shall be used. All written ballots must be
delivered to the Ranch office on or before the day prior to the annual meeting.

Section 9. Closing of Membership Books or Fixing of Record Date. The Board shall have the power to
close the membership books of the corporation for a period not exceeding fifty (50) days preceding the
date of any meeting of the members; provided however, that in lieu of closing the membership books as
aforesaid, the Board may fix in advance a date, not exceeding fifty (50) days preceding the date of any
meeting of the members, as a record date for the determination of the members entitled to notice of, and to
vote at, any such meeting, and any adjournment thereof. Members of record on the date of the closing of
the membership books or on the record date so fixed shall be entitled to notice of, and to vote at, such
meeting, and any adjournment thereof. If the Board shall not have closed the membership books or set a
record date for the determination of the members of the corporation entitled to vote as herein provided, the
date on which the notice of the meeting is mailed shall be the record date for such determination of
members so entitled to vote.

Section 10. List of Voters. A Complete list of all members entitled to vote at any annual or special
meeting shall be compiled at least ten (10) days before such meeting by the officer or agent having charge
of the membership books of the corporation. Such list shall be compiled in alphabetical order with the
address of each member shown thereon. The list shall be kept on file at the registered office of the
corporation until such meeting and shall be open for inspection by any member for such period during
usual business hours. Such list shall also be present and kept open at the time and place of said meeting
and shall be subject to the inspection of any member during this meeting. The original membership book,

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or a duplicate thereof, shall be prima facia evidence as to who are the members entitled to examine such
list or membership book or to vote at any meeting of the members. Failure to comply with the
requirements of this section shall not affect the validity of any action taken at such meeting.

Section 11. Transferability. Membership in the corporation shall be transferred only upon transfer of
ownership of all the undivided interest of a member in the property subject to the limitations set forth in
Article III Membership. No endorsement of the membership certificate is required since the seller’s
membership terminates on such sale and membership is automatic to the purchaser thereof; however, such
purchaser shall immediately submit proof of the purchase of such undivided interest to the corporation
upon the closing thereof. Such new member shall pay the corporation a fee for making the appropriate
entries of change in membership in its corporate records; provided however, said fees shall not be paid by
any new member who obtained his undivided interest in the real property.

Section 12. Meeting Protocol. Membership meetings shall be conducted in accordance with Robert’s
Rules of Order – Simplified.

ARTICLE V – Board of Directors

Section 1. Powers. The business and affairs of the corporation shall be managed by its Board of Directors,
all of whom shall be members in good standing of the corporation. The Board of Directors may exercise
all of the powers of the corporation, except such as are by statute, charter or these Bylaws specifically
preserved to the membership only.

Section 2. Number of Directors. The number of directors of the corporation shall be seven; provided
however, the number of directors may be increased or decreased from time to time by amendment to these
Bylaws. Upon the reduction of the number of directors, new directors shall be elected at a special meeting
of the members called for such purpose or at the annual meeting of the members as determined by the
existing Board. The existing directors at the time of such reduction shall continue as directors until such
election; provided however, any vacancy occurring between the time of reduction of the number of
directors and such election, regardless of the cause of such vacancy, shall not be filled and the number
constituting a quorum of the directors shall be reduced accordingly.

Section 3. Election of Directors.

A. On January 1, 1998 the members elected seven directors. Those receiving the first, second, and
third most votes served for a term of three years, those receiving the fourth and fifth most votes
served for a term of two years; and those receiving the sixth and seventh most votes served for
a term of one year.

B. At the annual meeting of the members, the members shall elect directors, so elected shall serve
a term of three years and be elected for a maximum of two consecutive terms or until a
successor is duly elected and qualified. Nothing in this paragraph shall prevent the appointment
of election of an individual to the Board of Directors after such individual has been off the
Board of Directors for a least one year prior to said election or appointment.

C. Members interested in serving as a director, must submit a resume’ with or without a picture,
to the Board seventy-five (75) days prior to the annual meeting. The submitted resume will
constitute the name to be placed in nomination.

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 D. Seventy-five (75) days prior to the annual meeting for the election of Directors, the president
shall appoint a screening committee of not less than three (3) nor more than seven (7) members
of the corporation to verify members in good standing who have submitted resumes for
consideration for open Board positions. All candidates that are validated as members in good
standing will be placed on the ballot no matter the number of positions open.

E. The ballot will be delivered to the membership forty-five (45) days prior to the annual meeting.
Ballots are to be delivered by the members on or before the day prior to the annual meeting.

F. Term limitations.

G. Employees of the Ranch may not serve as Directors.

Section 4. Vacancy. Any vacancy occurring in the Board and any directorship to be filled by reason of an
increase in the number of directors or for any other reason except the reduction of the number of directors
by amendment to these Bylaws shall be filled by majority of the remaining existing directors within ten
(10) days after such increase or vacancy occurs. A director so elected shall hold office until the next
annual meeting of the membership or until his successor shall have been elected and qualified. Board
candidates not elected from the immediate past election will be, in priority of the most votes received, will
be considered to fill any vacant position.

Section 5. Annual Meeting. An annual meeting of the Board shall be held without other notice than this
Bylaw immediately after, and at the same place as, the annual meeting of the members.

Section 6. Meetings. Regular and/or special meetings of the Board may be called at any time by the
President or by the Board by vote at a meeting thereof writing, with or without a meeting, and shall be
held on such date and in such places as may be designated by the Board. The Board shall keep minutes of
its meetings and distribute copies of summaries of the meetings to the membership within fifteen (15)
days following any regular or special meeting of the Board. Board meetings shall be conducted in
accordance with Robert’s Rules of Order – Simplified

Section 7. Notice. Not less than five (5) days before the date of any regular or special meeting of the
Board, the Secretary shall deliver to each director written notice stating the time and place of the
meetings. The purpose of any regular meeting of the Board shall need be specified in the notice of such
meeting.

Section 8. Waiver of Notice. Any notice required by these Bylaws may be waived by the Director
entitled thereto signing a waiver of notice before or after the time of such meeting and such waivers shall
be deemed equivalent to the giving of said notice. Attendance of a director at any meeting shall constitute
a waiver of notice of such meeting except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 9. Quorum. A majority of the entire Board (4 Directors) shall constitute a quorum for the
transaction of business. Except in cases in which it is by statute, by the charter or by the Bylaws otherwise
provided, the vote of a majority of such quorum at a duly called meeting, shall be sufficient to elect and

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pass any measure. In the absence of a quorum, the Secretary shall be directed to deliver notice as herein
provided of another meeting.

Section 10. Removal. The entire Board may be removed, with or without cause, by a vote of the majority
of the members of the corporation then entitled to vote at an election of directors. If less than the entire
Board is to be removed, no one of the directors may be removed if the votes cast against removal would
be sufficient to elect if then voted in an election of the entire Board.

ARTICLE VI – Officers

Section 1. Executive Officers. The Board of Directors shall elect from among the natural persons
representing the members on the board, A President, Vice President, Secretary and Treasurer, and any
other officers as shall be deemed necessary to carry out the affairs and business of the corporation. Each
such officer shall hold office until the first meeting of the Board after the annual meeting of the members
next succeeding election, or until a successor shall have been elected and qualified.

Section 2. Vacancy. Any vacancy in any of the above offices shall be filled for the unexpired portion of
the term by a majority of the Board with ten (10) days after the vacancy occurs. For the purpose of this
section, the resignation, death, transfer or removal by suspension or otherwise of any person holding
office shall be deemed a vacancy.

Section 3. The President. The president shall preside at all meetings of the members of the Board at
which he/she is present. The president shall have general charge and supervision of the business of the
corporation. The president shall perform all duties incident to the office of president of the Corporation,
and such other duties, as from time to time, may be assigned by the Board. The president shall be an ex-
officio member of all committees.

Section 4. Vice President. The Vice President, at the request of the president, or in his/her absence, or
during any inability to act, shall perform the duties and exercise the function of the President, and when so
acting, shall have the powers of the President. The Vice President shall have other such powers and shall
perform such other duties as may be assigned by the Board or the President.

Section 5. Secretary. The Secretary shall keep the minutes of the meetings of the members and the Board
in books provided for the purpose, and shall distribute the same to the membership as required. The
Secretary shall see that all notices are duly given in accordance with the provisions of these Bylaws, or as
required by law, and shall be custodian of the records of the corporation and in general shall perform all
duties incident to the office of the Secretary of a corporation, and such other duties as, from time to time,
may be assigned to that office by the Board or by the President.

Section 6. Treasurer. The Treasurer shall have charge of and will be responsible for all funds, receipts
and disbursements of the corporation and shall deposit in the name of the corporation, all monies or other
valuable effects in such banks or other depositories as shall, from time to time, be selected by the Board.
The treasurer shall render to the President, the Board and to the membership at every meeting, an account
of the financial condition of the corporation and in general shall perform all duties incident to the office of
a treasurer of a corporation and such other duties as may be assigned by the Board or the President.

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Section 7. Subordinate Officers. The Board may from time to time appoint such subordinate officers as
it may deem desirable. Each such officer shall hold office for such period and shall perform such duties as
the Board or the President may prescribe. The Board may, from time to time, authorize any committee or
officer to appoint and remove subordinate officers and prescribe to duties thereof.

Section 8. Removal. Any officer elected or appointed may be removed by the Board, with or without
cause, provided however, the removal of an officer shall not be without prejudice to the contract rights, if
any, of the officer so removed. A vote to remove any officer must be by a 2/3 majority of the directors
present.

ARTICLE VII – Compensation

Section 1. Directors. Directors, as such, shall not receive a stated salary for their services, but, by
resolution of the Board, may be allowed a fixed sum and expenses of attendance, if any, for attendance at
any meeting of the Board; provided however, that nothing herein contained shall be construed to preclude
a director from serving the corporation in any other capacity and receiving compensation therefore.

Section 2. Officers. The officers of the corporation (not the Board officers) may receive such
compensation as may be fixed by resolution of the Board of Directors.

ARTICLE VIII – Certificates of Membership and Their Transfer

Section 1. Certificates of Voting Membership. The Board shall prescribe the form of the certificate of
voting membership of the corporation. The name of the owner of the membership and the date of issue
shall be recorded on the books of the corporation.

Section 2. Membership Books. Membership books shall be maintained under the direction of the
Secretary, showing the ownership and termination of all certificates of membership in the corporation.

ARTICLE IX – Bond

The Board, by resolution, may require the officers and agents of the corporation, or any of the, to give
bond to the corporation, in sufficient amount and with sufficient surety, to secure the faithful performance
of their duties, and to comply with such other condition as the Board from time to time may require;
provided however, the cost of any such bond so required shall be paid by the corporation.

ARTICLE X – Fiscal Year

The Fiscal year of the corporation shall be for such period of twelve (12) months and runs January 1 –
December 31.

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 ARTICLE XI – Seal

The seal of the corporation shall be in the form of a circle and shall have inscribed thereon the name of the
corporation and the words “corporate seal” and “Missouri”. The form of the seal of the corporation may
be changed from time to time by resolution of the Board.

ARTICLE XII – Contract, Loan, Checks, and Deposits

Section 1. Contracts. The Board may authorize any officer of officers, agent or agents of the corporation
to enter into any contract or execute and deliver any instrument in the name of and on behalf of the
corporation and such authority may be general or confined to specific instances.

Section 2. Borrowing. This corporation shall borrow money or become obligated as a co-maker only
upon approval of the Board, and no member, officer or director shall have the authority to cause the
corporation to borrow any funds or to become a co-maker without said approval. The corporation shall not
make any loans to any member, officer or director either individually or as a group.

Section 3. Deposits, Check, Drafts, etc. All funds of the corporation shall be deposited from time to
time to the credit of the corporation in such Banks, trust companies, or other depositories as the Board
may select and no disbursements of said funds shall be made unless the same shall have been approved,
authorized and ordered by the Board. All disbursements shall be made by check and all checks, drafts, and
orders for the payments of money, notes and other evidences of indebtedness, issued in the name of the
corporation, shall unless otherwise provided by resolution of the Board, be signed by two persons
appointed by the Board who shall be bonded to the extent deemed necessary by the Board.

Section 4. Annual Financial Report. There shall be prepared annually by an independent auditor, a full
and correct certified statement of the financial affairs of the corporation, including a Balance Sheet and
Financial Statement of Operations for the preceding fiscal year, which shall be submitted to the general
membership at the annual meeting of the corporation.

Section 5. Annual Corporate Report. The Secretary of the corporation shall cause to be prepared and
filed annually any corporate reports required by the laws of the State of Missouri for not-for-profit
corporations.

Section 6. Annual Tax Returns. The Treasurer of the corporation shall cause to be prepared and filed
annually any Federal, State or municipal tax returns required for not-for-profit corporations.

Section 7. Committees. The Board shall authorize and define the powers and duties of all committees.
The President, subject to confirmation by the Board of Directors, shall appoint all committees so
authorized. The President will appoint a temporary chair to organize the first meeting. At the first meeting
of the committee, a chair and a secretary will be selected amongst the committee members.

Section 8. Insurance. The Board shall determine from time to time what insurance, if any, the corporation
should purchase. The decision to purchase the types of coverage’s to be included will be determined by
the Board.

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Section 9. Budget. There shall be prepared annually, with the commencement of each new fiscal year, an
annual operational, promotional and advertising budget, which shall be presented to the general
membership for their approval. Once approved, this budget shall guide the financial affairs of the
corporation for that fiscal year. The Ranch Manager shall prepare the budget to present to the Board. The
Board shall forward a budget for membership approval, by October 1. It is recommended that, if possible,
the budget be presented for approval at the annual meeting.

ARTICLE XIII – Miscellaneous

No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to, its
members, directors, officers, or other private person, except that the corporation shall be authorized and
empowered to pay reasonable compensation for services rendered and to make payments and distributions
in furtherance and for the purposes set forth in Article II hereof. Notwithstanding any other provision of
these Bylaws, the corporation shall not carry on any activity not permitted to be carried on by a
corporation exempt from federal income tax under Section 501 © (7) of the Internal Revenue Code of
1954 or the corresponding provision of any future United States Internal revenue law.

It shall be the duty of the Board to enforce the rules and bylaws of Cloud 9 Ranch Club, Inc.

If a member or associate member repeatedly violates the rules, the voting membership may be terminated
by a majority vote of the Board.

ARTICLE XIV – Amendments

The Bylaws of the corporation may be amended or repealed and new Bylaws may be adopted by a vote of
two-thirds (2/3) of the members voting by written ballot on this action.

ARTICLE XV – Regulation/Procedures not covered under Bylaws

Any regulation or procedure not covered by the Articles of Incorporation or by member-approved bylaws,
the most current Missouri Revised Statues for Not-for-Profit Corporation Law shall be followed.

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