THE BLUE LAGOON CLUB

CONSTITUTION

ARTICLE I

Name 

This organization shall be known as the Blue lagoon Club Resident Association, Inc., and hereinafter
shall be referred to as the Association

ARTICLE II

Objectives 

This organization, a non-profit corporation organized and existing under the laws of Malawi , has
been formed to promote the improvement of the Blue lagoon Club Community. It shall finance, own,
operate and maintain such educational and recreational facilities as it may desire to undertake. 

a. No officer or member of this Association shall receive any monetary profit from the Association,
nor shall there at any time be any distribution of assets of the corporation among the members,
excepting in the case of dissolution as provided in Article VII, Section 1 of this constitution.

 b. No officer or member of this Association shall receive remuneration from the Association for
work performed as an officer or member. This section is not intended to prevent the employment of a
member for special services involving work not specifically designated as the responsibility of the
officer of the corporation.

ARTICLE III

Membership 

Section 1. Membership 

a. The membership of the Bluelagoon Club Resident Association shall consist of those family groups
residing in the Bluelagoon Club community and who otherwise qualify under the provisions of this
Constitution and the By-Laws pertaining thereto.

 b. For the purpose of this Constitution and the operation of this corporation, the Bluelagoon Club
Community is composed of the recorded plat of the Bluelagoon Club as recorded in the Court House
of Anne Arundel County.

 c. A family group is defined as all members of a family physically in residence in one home.

 d. No associate memberships will be allowed in the Bluelagoon Club Resident Association.
 e. Date of membership is determined by the date that the membership dues are received by the
Treasurer as determined by the postmark or actual receipt by the Treasurer who will so record it in
the official record.

 Section 2. Membership Bond

 a. Each family group which otherwise qualifies for membership and becomes a member must pay a
membership bond.

 b. The amount of the membership bond and the method of payment shall be fixed by the Association
By-Laws on the recommendation of the Board of Directors.

 c. The amount paid by each member shall be refunded by the Bluelagoon Club Resident Association
only when the member moves from the community. The membership bond is not transferable or
negotiable.

 Section 3. Annual Dues

 a. Each family group which otherwise qualifies for membership and becomes a member must pay
annual dues. Annual dues for the fiscal year starting March 1 of each year shall be due on or before
May 1.

 b. Any new resident wishing to join the Association after 1 March shall pay annual dues for that
year in accordance with the following schedule:

 1. Between 1 March and 31 July, inclusive, the full amount of the affixed dues.

 2. Between 1 August and 31 August, inclusive, 75% of the affixed dues.

 3. Between 1 September and 30 September, inclusive, 50% of the affixed dues.

 4. Between 1 October and 28/29 February, inclusive, 25% of the affixed dues.

 Section 4. Return of Portion of Dues

 When a family group withdraws from membership in the Bluelagoon Club Resident Association
because of leaving the community, the Association is obliged to the extent of this section to return a
portion of the dues of said family group according to the following schedule:

 1. Between 1 March and 31 July, inclusive, 75% of the affixed dues.

 2. Between 1 August and 31 August, inclusive, 50% of the affixed dues.

 3. Between 1 September and 30 September, inclusive, 25% of the affixed dues.

 4. After 1 October, NO REFUND.

 Section 5. Voting Rights

a. Each membership in good standing in the Association as of the sixth calendar day in advance of
any regular or special meeting of the Association shall be entitled to one (1) vote at such meeting.

 b. A membership may be voted by any one member of the family group age 21 or older.

 c. There shall be no voting by proxy.

 d. Those entitled to vote shall cast their vote in person, by mail (in the case of a mail ballot
authorized by the Board of Directors), or as otherwise stipulated in the official call or notice of the
meeting.

 Section 6. Revocation of Membership

a. The Board of Directors may revoke the membership of any member who has failed to comply with
lawful and reasonable rules, regulations, and requirements duly enacted by the Association for the
government of its members, or otherwise so conducted himself as to give cause for revocation of
membership.

b. No membership shall be revoked under part a. of this section except after ten (10) days' notice to
attend a hearing before the Board of Directors.

 c. Revocation resulting from a. and b. above does not qualify resident to refund of dues as provided
for in Article III, Section 4.

 d. The membership of a family group is automatically revoked when such family group ceases to live
in a house in the Bluelagoon Club Community.

ARTICLE IV

Officers and Their Election

 Section 1. Officers

 The elected officers of the Association shall consist of a President, a Vice President, a Secretary, and
a Treasurer.

 Section 2. Eligibility

 Only members 21 years of age and above in good standing shall be eligible to serve as officers. Only
one member of each family may serve as an officer at any one time.

 Section 3. Nomination

 Nominations for Officers shall be made by a Committee appointed by the President. The
nominations shall be included in the notice of meeting for the Annual Meeting. Nominations may also
be made from the floor at the Annual Meeting.

Section 4. Election
Officers shall be elected for a period of one year except the Vice President who shall be elected for a
period of two years, the second year of which he/she shall be President. Elections shall take place at
the Annual Meeting. The vote shall be by a show of hands unless a majority of those present request
a vote by ballot. Officers-elect shall take possession of their offices on January 1 of the year following
the election.

 Section 5. Vacancies

 The Board of Directors shall have the power to fill a vacancy in any office, and any officer so
appointed will serve until January 1 of the next year when the regularly elected officer takes
possession of office. A vacancy so filled for Vice President would serve only for the remainder of the
year and a President elected for the next year as provided in Article IV, Section 4.

 Section 6. Removal

 An officer may be removed from office for cause, by vote of a two-thirds (2/3) majority of a 50%
quorum of the Association after ten (10) days' notice to the officer concerned to attend a special
meeting of the membership.

Section 7. Duties of the President

 The President shall:

 a. Preside at all meetings of the Board of Directors and Members.

 b. With the Treasurer, sign all contracts and papers relating to the affairs of the Corporation.

 c. Approve all committee appointments.

 d. Be ex officio member of all standing committees.

 e. Perform all other acts properly belonging to his Office, including executive supervision of all
activities of the Corporation and its employees.

 Section 8. Duties of the Vice President

 The Vice President shall:

 a. Assist the President and perform his functions in his absence.

 b. Assume chairmanship of the Security Committee.

 Section 9. Duties of the Secretary

 The Secretary (either personally or by delegation) shall:

 a. Make and keep minutes of all meetings of the Board of Directors and of all the members.

 b. Keep all other corporate records.

 c. Conduct all official correspondence.

d. Issue calls for meetings.

e. Have custody of the Corporate seal.

 f. Attest the signature of Association officers when required.

Section 10. Duties of the Treasurer

The Treasurer shall:

a. Make and keep all financial transactions of the Corporation.

 b. Be responsible for the receipt of all monies due the Corporation and deposit the same in bank
accounts or other places of deposit approved by the Board of Directors, paying any service charge on
such accounts as he may think proper.

 c. Maintain a membership record, including names and addresses and such other data concerning
admission, maintenance and termination of membership as he/she may deem appropriate, or as may
be required by the Board of Directors.

 d. With one other elected officer, sign all checks and make all disbursements.

 e. With the approval of one other elected officer, advance not to exceed One Thousand Five Hundred
Dollars ($1500) to any remaining officer, director or committee chairperson who is required to
expend cash for corporate purposes, excluding capital expenditures, upon receipt of a signed voucher
therefor. An accounting from the person receiving such cash shall be required by the Treasurer.

 f. Perform such other functions as may be appropriate to his/her office or required by the Board of
Directors.

ARTICLE V

Board of Directors

 Section 1. Function

 A Board of Directors consisting of the officers and elected chairpersons of the standing committees
shall be empowered to act and do business on behalf of the Bluelagoon Club Resident Association,
Inc. within the limitations set forth herein.

 Section 2. Composition

 The Board of Directors shall be composed of the officers of the Association and the chairpersons of
the following standing committees:

 a. Finance, Planning and Improvements Committee,

 b. Clubhouse Operating Committee,

 c. Pool and Pool Grounds Operating Committee,

d. Community-Owned Grounds Operating Committee,

e. Hospitality and Membership Committee,

 f. Marina Committee,

g. Entertainment, Planning & Coordinating Committee,

 h. Security,

 i. Environment.

 Section 3. Election

 The standing committee chairpersons shall be elected following the same procedures as the election
of officers in Article IV, Sections 2, 3 and 4.

 a. One Year Term: The chairpersons of the Entertainment and Clubhouse Committees shall be
elected for one year terms.

b. Two Year Terms - Even Numbered Years: The chairpersons of the Grounds, Hospitality and
Environment Committees shall be elected in an odd numbered year for a two (2) year term. This
term shall commence on January 1 of the next even numbered year after the election.

 c. Two Year Terms - Odd Numbered Years: The chairpersons of the Finance and Marina
Committees shall be elected in an even numbered year for a two (2) year term. This term shall
commence on January 1 of the next odd numbered year after the election.

 d. Assistant Pool and Pool Chairpersons: An Assistant Pool Chairperson shall be elected each year.
The Assistant Pool Chairperson shall be elected for a two year term, the second year of which he/she
shall serve as Pool Chairperson.

 Section 4. Duties

 The Board of Directors shall:

a. Make or authorize all purchases and disbursements necessary or desirable, within the approved
annual budget, for the operation of the Association.

 b. Fix the classification and salary schedule of employees and authorize their employment.

 c. Prescribe rules for the government of members and use of Association facilities.

d. Prepare an Annual Report showing the state of membership and finances, setting forth the
transactions and summarizing important activities of the current calendar year, shall post one copy
of said report on clubhouse bulletin board and shall furnish copy to any member on request.
 e. Supervise all committees, with power to direct their activities and to alter or amend any rules or
regulations prescribed by any committee.

 f. Approve proposed annual budget and dues upon recommendation of the Finance, Planning and
Improvements Committee and submit to the Membership for a simple majority vote at a general
membership meeting held prior to March 1 of that calendar year. A copy of the proposed annual
budget must be included in the notice for the annual budget meeting.

 g. Do or cause to be done all other things necessary for the operation of the Association.

Section 5. Vacancies

 Vacancies in committee chairpersons on the Board of Directors shall be filled by a majority vote of
the remaining members of the Board, and each person so elected shall serve for the remainder of the
term.

 Section 6. Removal

 A Director may be removed from office for cause, by an affirmative vote of at least two-thirds (2/3)
of the members of the Board, after ten (10) days' notice to the Director concerned to attend a hearing
before the Board.

ARTICLE VI

Meetings of Members

Section 1. Annual Meetings

 The annual meeting of the Association shall be held on a day during the first fifteen (15) days of
December of each year. A Budget Meeting shall be held prior to March 1 of each year at which the
membership shall approve the budget submitted by the Board.

 Section 2. Special Meetings

 Special meetings of the members may be called by the President, by the Board of Directors, or by
petition to the President signed by ten (10) members entitled to vote.

 Section 3. Place

 Meetings of the Association shall be held at the clubhouse.

 Section 4. Notice of Meetings

 Notice of every meeting of the Association shall be given to each member of record entitled to vote at
the meeting at least ten (10) days prior to the day named for the meeting specified in Article VI,
Sections 1 & 2.

 Section 5. Quorum
 A meeting of the Association, other than a Board of Directors meeting, shall not be duly organized
for the transaction of business unless a quorum is present.

 a. A quorum, with the exception of specific items of business noted elsewhere in Article VI, Section 5,
shall consist of twenty-five per cent (25%) of the members entitled to vote.

 b. A quorum of fifty per cent (50%) of the members entitled to vote shall be required for any
transaction related to the definition of a quorum or any transaction amending the constitution or as
otherwise indicated in the Constitution and by-laws.

 c. If the necessary quorum is not achieved at a duly called meeting of the general membership,
business may be discussed but any vote called for must be conducted by mail ballot. A mail ballot
may only be called for such Association business as the Board of Directors deems to be necessary for
the efficient operation of the Association. Ballots shall be mailed to all members entitled to vote.
Balloting shall close at a date set by the Board of Directors, but in no event shall that date be less
than fifteen (15) days after the mailing of ballots. A count of the ballots shall then be conducted by
the Board of Directors at a duly called meeting of the Board. The results of a mail ballot shall be
binding only if the total number of ballots received constitutes a quorum for the business being
transacted. Mail ballots shall be retained for inspection for a twelve month period.

 Section 6. Rescind Action

 The members may review or rescind any action taken by the Board of Directors by majority of the
voting members present at any meeting having a quorum.

 Section 7. Rules of Order

The rules contained in Robert's Rules of Order shall govern the Association in all cases to which they
are applicable, and in which they are not inconsistent with the By-Laws or the special rules of order
of this Association.

ARTICLE VII

Dissolution

 Section 1. Dissolution

 In the event of liquidation or dissolution of the Association, its assets shall be distributed and paid
over only to organizations which are described in Section 501 (c) (3) of the Internal Revenue Code
1954 and which are exempt from taxation under Section 501 (a), or shall be distributed by a court
having jurisdiction in such matters to another organization to be used in such manner as in the
judgment of the court will best accomplish the general purposes for which the Association is
organized.

 
 ARTICLE VIII

Amendments

Section 1. Amendments

 Amendments to this Constitution or any article thereof may be initiated by action of the Board of
Directors or by petition to the Board of Directors signed by ten (10) members entitled to vote.
Amendments may be adopted by a two-thirds (2/3) vote of members present at a duly organized
meeting as defined in Article VI, Section 5, and who are otherwise entitled to vote, provided the
proposed amendment or amendments have been delivered to all members of record entitled to vote
at least ten (10) days before the meeting.