CLUB BYLAWS 202 5
ARTICLE I
CLUB OVERVIEW
1.1 STRUCTURE
Membership in the Garden of the Gods Resort and Club grants only a revocable license to use the facilities of the Garden of the Gods Resort and Club (the “Club”) subject to the terms, conditions and restrictions set forth in the Membership Agreement and Application (the “Agreement”), and the Rules and Regulations for the Club (the “Club Rules”), as same may be amended or revised from time to time. Membership is non-equity, non-participatory, nonassessable and non-voting. Members do not have any investment or equity, security or other interest in the Corporation or its assets or income or in the facilities, or any vested or prescriptive easement rights or interests of any nature in the Club, the facilities, the real property on which the Club and the facilities are located, or any of the assets of the Corporation. Prospective Member or Member hereby acknowledges that acquiring a membership for the sole purpose of obtaining recreational use of the Club facilities.
1.2 MANAGEMENT AND OVERSIGHT
The Club’s business and affairs are managed by the Owner. The Owner may, from time to time, appoint one or more standing or ad hoc committees comprised of Members and/or other persons to advise or assist in various aspects of the Club’s operations and activities, but the Owner shall at all times retain management authority and responsibility for the Club. The Owner’s authority includes, but is not limited to, the authority to (a) admit Members, (b) establish and modify initiation fees, dues, and other charges, (c) establish and modify Rules and Regulations applicable to the Members’ use of the Club Facilities (hereinafter defined), and (d) expand, improve, modify, or eliminate Club Facilities. The Owner may retain one or more third party management companies to manage and operate all or parts of the Club.
1.3 GOVERNING DOCUMENTS
The Members’ rights and responsibilities are governed exclusively by the following (the “Governing Documents”):
A. The Membership Application and Agreement.
B. These Bylaws.
C. Rules and Regulations published by the Owner, which govern Member conduct.
No person has been authorized to make commitments or representations inconsistent with the Governing Documents. In the event of a conflict between the Governing Documents and any other printed materials distributed by or on behalf of the Owner, the Governing Documents shall control. The Owner shall have the right to amend the Bylaws and the Rules and Regulations in
its discretion from time to time. The Garden of the Gods Resort and Club Residential Community are subject to the terms of the existing Bylaws, Rules and Regulations.
ARTICLE II
CLUB FACILITIES
2.1
CLUB FACILITIES
Members of the Club will have the use, depending on their category of membership, of some or all of the golf, tennis, fitness, swimming, spa, dining, and event space of the Club (the “Club Facilities”). The Club Facilities presently include:
• 27 holes of golf with golf practice facilities, including a driving range, putting greens and short game course (the “Golf Course”).
• Resort and Club, including Resort guestrooms, suites, cottages and casitas (the “Resort and Club”).
• Kissing Camels Clubhouse.
• Tennis Complex.
• Fitness Center.
• Infinity Pool.
• Recreation Center and Pool.
• Three Graces Pool.
• StrataMed
• Strata Spa and Salon
• Beach & Cable Barista
2.2 MODIFICATIONS TO FACILITIES
The Owner may, in its discretion, add, expand, modify, substitute, or eliminate Club Facilities.
ARTICLE III
MEMBERSHIP
3.1
CATEGORIES
The following categories of Members exist in the Club:
A. Premier Golf: Golf Members are entitled to use all of the Club Facilities and are not required to pay greens fees to enjoy the use of the Golf Course.
Young Professional Family and Individual: temporary Golf Members between the ages of 21 to 39 years old. On the 40th birthday of the oldest family member, the monthly dues will increase to the appropriate category.
B. Associate: Associate Golf Members are entitled to use all of the Club Facilities, but must pay greens fees at published rates in order to enjoy the use of the Golf Course.
C. Sports: Sports Members are entitled to use all of the Club Facilities except the Golf Course.
D. Social: Social Members are entitled to all Club dining, banquet facilities and social events.
E. National: National Members do not own or rent a residence or property within sixty (60) miles of the Club. National Members must not reside within 60 miles for more than 30 days continuously. National Members are entitled to use all of the Club Facilities, but must pay greens fees at published rates in order to enjoy the use of the Golf Course.
F. Honorary: Honorary Members may be invited to join the Club by the Owner and are entitled to the use of all of the Club Facilities.
G.Corporate: Corporate Members will consist of four employees of the same organization and corporate payroll. Corporate Members are entitled to all Club Facilities based on membership level.
H. Kissing Camels Community: Grandfathered Kissing Camels Community Members prior to Dec. 31, 2019 are entitled to use of Kissing Camels Grille, the Recreation Center Pool, six (6) tennis passes per year and social events.
3.2 CORPORATE MEMBERSHIPS
Corporate Memberships are offered and accepted by the Owners and Membership Staff and are not intended for LLC'S not in place for less than two years. Corporate Memberships may be offered and/or accepted at the sole discretion of the Owners and Membership Staff.
The Owner may, at its discretion, permit any category of membership to be held in the name of a business or corporation (collectively, the “Entity”). The Entity will designate four individuals as well as their families (in accordance with the Club’s Rules and Regulations), who are actively associated with the Entity (the “Designees”) and receive a discount of 30% off the current initiation fees. An existing corporate membership with four or more designees may add additional designees at 30% off the current initiation fees. Each Designee must be approved by the Membership Staff to use the Club Facilities. Corporate Memberships must retain all four individual memberships for a minimum of three years or be subject to additional initiation fees.
Memberships that may be considered under the corporate membership include; Golf Family and Individual, Young Professional Family and Individual, Associate Family and Individual, Sports Family and Individual and Social.
The Entity must transfer a membership to another Designee within the calendar year for the following reasons:
A. Designee has relocated more than 60 miles from the Club.
B. Designee is no longer employed by the Entity.
The Entity must transfer a membership to another Designee with a reassignment fee equal to 20% of the otherwise applicable corporate initiation fee of the same level of membership or the Entity may upgrade the membership and pay the difference between the Corporate initiation fee then charged for the higher category of membership and the Corporate initiation fee previously paid by the Entity for the lower category of membership within the calendar year.
Reassignment costs shall be classified as non-refundable initiation fees as of the date of reassignment.
An Entity shall be liable for dues and other charges during any period in which it holds the membership and there is no Designee assigned to the membership. If the Designee is expelled by the Club, the entire corporate membership may be terminated by the Club.
If an Entity chooses not to reassign a membership, then that membership may be terminated by the Club. An Entity may reinstate a terminated corporate membership by paying the lesser of the two options; pay the prevailing initiation fee or pay the back dues for the membership category.
3.3 FAMILY AND INDIVIDUAL MEMBERSHIPS
Individual Membership: Individual membership is only designated to an individual who does not have any immediate family members.
Family Membership: Family membership is designated to families with two or more individuals in the family.
Corporate Membership: Corporate Membership is designated to four individuals of the same organization and corporate payroll to include an Individual or Family based on membership level.
3.4 ADMISSION
A person who is interested in joining the Club must complete and submit a signed Membership Application and Agreement. Following submission, the Owner shall have the sole right to
determine whether an applicant is admitted as a Member. A prospective Member must pay the applicable initiation fee in accordance with his or her Membership Application and Agreement.
3.5 INITIATION FEE
Each person admitted to the Club shall pay an initiation fee determined by the Owner for the particular category of membership desired. The Owner may waive all or a portion of the initiation fee and may also offer a credit against the stated initiation fee, in its discretion, for one or more categories of membership. The Owner may also change the initiation fees applicable to the various membership categories in its discretion. A prospective Member will be required to sign a Promissory Note outlining the dates and amounts due for the obligation of the initiation fee.
3.6 REFUND OF INITIATION FEE
Certain Members who joined the Club between April 1, 2006 and December 31, 2007 paid an initiation fee and will receive a refund of 80% of their initiation fee after resignation of membership, as follows; a Member who has paid for such a “refundable” membership must submit in writing his or her resignation from the Club. Once the written resignation has been submitted, the resigning Member’s name, if such Member purchased a refundable membership, will be added to the resignation list maintained by the Owner in the order received. For every four (4) memberships sold in the resigning Member’s category, one resigning Member will come off the refund list and 80% of that Member’s initiation fee will be refunded. Initiation fees for non- refundable memberships will not be refunded under any circumstances. The Owner may deduct from any amount to be repaid to a Member any amount that the Member owes the Owner.
3.7 TRANSFERS OF MEMBERSHIPS: LEGACY PROGRAMS
Membership in the Club is non-transferable except as provided in this Section 3.7 or under the Corporate Memberships provided in Section 3.2. The Club has two “legacy” programs for the benefit of Members and their families, as follows:
• Initiation fees for adult children and grandchildren of Members who have been at the Club for more than a year and in good standing who are invited to join the Club shall be 30% off the otherwise applicable initiation fee.
• Upon the death of a Member, the membership will be transferred to the Member’s surviving spouse, unless the membership was issued in the joint names of the husband and wife, in which case the membership will continue in the surviving spouse's name. No additional initiation fee is required to be paid. If there is no surviving spouse or the surviving spouse does not desire to continue the membership, the membership can be reissued within thirty (30) days to an adult child or grandchild of the deceased Member who is approved for membership as stated above. In the event there is no surviving spouse or adult child or grandchild who wants to continue the membership privileges or who is approved for membership in the Club, the membership will be deemed to have been resigned, with no further obligation for dues, fees, or other charges, except for those that accrued or were incurred prior to the date of death.
3.8 NUMBER OF MEMBERSHIPS
The number of Members in each category shall be determined by the Owner in its discretion.
3.9 UPGRADE OF MEMBERSHIP
A Member in good standing and current account may upgrade to a higher category of membership if the higher category of membership is then available, subject to eligibility requirements. In order to upgrade, the Member shall pay to the Owner the difference between the initiation fee then charged for the higher category of membership and the initiation fee previously paid by the Member for the lower category of membership.
3.10 DOWNGRADE OF MEMBERSHIP
A Member in good standing and current account may downgrade to a lower category of membership if the lower category of membership is then available, subject to eligibility requirements. There will be no partial refund of the initiation fee paid for the higher category of membership at the time of the downgrade. Once a downgrade in membership is granted, the Member must remain in the new category of membership for a minimum term of twelve (12) months.
Members may downgrade to a lower category of membership due to a medical leave or job transfer which requires relocating out of state if the lower category of membership is then available, subject to eligibility requirements. There will be no partial refund of the initiation fee paid for the higher category of membership at the time of the downgrade. At the discretion of management, once a downgrade in membership is granted, the Member must remain in the new category of membership for a minimum term of twelve (12) months and maximum of thirty-six (36)months. A Member may only request one medical leave or job transfer downgrade during his or her membership. A Member will be obligated to pay the difference between the initiation fee of the applicable category from the date of the downgrade and the initiation fee of the date of the upgrade. After thirty-six (36) months, the ability to upgrade and pay the difference shall be determined by the Owner in its discretion.
3.11 NON-DISCRIMINATION POLICY
Candidates for membership will be considered without regard to race, religion, gender, national origin, age, or any other characteristic or condition as to which discrimination is prohibited under the laws of the United States of America or the State of Colorado.
3.12 REINSTATEMENT POLICY
At the discretion of the Owner, the Club may offer a Reinstatement Program. Excluding Social Memberships, a past Member is invited to rejoin the Club provided the membership has been resigned more than one (1) year. If the membership has been resigned less than a year, then the past Member will pay the Owner any back dues outstanding to reinstate the membership. The Club must have verification of membership or the past Member must show proof of membership (i.e. membership statement or acceptance letter from the Club that states category of membership). The Member must have resigned in good standing in order to be considered for
reinstatement. A reinstatement fee will only be required if there is a difference in the current initiation fee of the category the past Member would like to reinstate and the Member’s original initiation fee previously paid by the Member. If the past Member would like to upgrade to a higher category then what the Member had at the time of resignation, then the past Member will pay the Owner the difference between the current initiation fee for the higher category and the original initiation fee previously paid by the Member.
ARTICLE IV
DUES AND CHARGES
4.1 DUES, FEES AND CHARGES
The Owner will determine and may change from time to time (a) the monthly dues payable for each membership category, (b) the fees for guests and various activities, and (c) the charges for food, beverages, services, and merchandise. The Owner will issue monthly statements for all dues, fees, and charges, and the Members will be required to pay such statements in full by the last day of the month in which the statement was received. Overdue amounts shall bear interest at 1.5% per month, and in any action, suit, or proceeding to collect dues, fees, or charges, the Owner shall be entitled to recover its costs of collection, including court costs and reasonable attorney’s fees.
A. Members’ dues will be billed on a monthly or annual basis depending on the Members’ preference.
B. All Members are required to have a valid credit card on file. A credit card on file authorizes the Club to charge dues, fees, and charges that become delinquent. The Member will then be entitled to credit and charge privileges at the Club so long as his or her membership is in good standing.
C. If paying by personal or business check, the Member number must be written on the check so the account may be credited appropriately.
D. Members will receive a statement of their charges on a monthly basis by email provided that the Club has been given the appropriate email address. Members may also access their statement via the Club website at www.gardenofthegodsresort.com. The charges reflected on their membership account statement will consist of the following month’s dues (unless billed annually) as well as fees, and other charges from the statement month. All Members agree to keep their membership account balance current. If a Member’s account reflects an unpaid balance exceeding thirty (30) days from the last statement date, then the Club has the right to charge the Member’s credit card on file or automatically deducted from Member’s bank for the amount due to bring the account current.
E. Members have the option of having dues, fees, and other charges billed automatically to their credit card on file or automatically deducted from a bank account
of choice. Such charges will be billed on the 15th day of the month or following business day of the statement month.
F. Club accounts shall be deemed delinquent from the date first billed if payment is not received within thirty (30) days after the date of the monthly statement. Past due bills will be subject to a one and one-half percent (1.5%) late payment charge per month, but not to exceed the maximum amount permitted by law. The late payment charge shall accrue thirty (30) days from the date of the monthly statement until the account is paid in full. Members having past due bills may be suspended and charged a reinstatement fee at the discretion of the Club to reactivate an account once it is deemed delinquent.
G. If a Member fails to pay any Club account within sixty (60) days of when it is first billed, the Club shall have the right to suspend membership privileges in the Club at any time until the delinquent account is paid in full. Continued delinquency for a period of ninety (90) days from the date a Club account is first billed, or repeated incidents of delinquency by a Member, may result in termination of membership in the Club.
H. If a Member’s check or automatic bank deduction is returned from the bank marked “Insufficient Funds,” the Club shall have the right to charge a fee of $30.00.
I. If the account of any Member is delinquent, the Club may at its option take whatever action it deems necessary to effect collection. If the Club commences any legal action to collect any amount owed by any Member or to enforce any other liability of any Member to the Club, and if judgment is obtained by the Club, the Member shall also be liable for all costs and expenses of such legal action and reasonable attorneys’ fees, including any fees required in connection with appellate proceedings.
4.2 NO ASSESSMENTS AGAINST MEMBERS
Members will not be subject to any special assessments (e.g., for capital improvements). Increases in dues are not special assessments.
ARTICLE V
FAMILY AND GUEST PRIVILEGES
5.1
IMMEDIATE FAMILY PRIVILEGES
A Member's immediate family will be entitled to use the Club Facilities on the same basis as the Member.
A Member’s immediate family will include the Member’s spouse (if the membership has not been issued in the joint names of the husband and wife) or significant other (who resides in the same household) and the unmarried children of either spouse under the age of twenty-four (24) who are living at home, attending school on a full-time basis, or serving in the military. A Member shall be responsible for the payment of Member Guest Greens Fees or charges incurred by his or her immediate family.
5.2 GUEST PRIVILEGES
Members may extend the use of the Club Facilities to their guests to the extent and on the basis provided in the Rules and Regulations. Guests of Members who are sponsored must receive a Guest Card from Garden of the Gods Resort and Club. Holders of the Guest Card will have the same privileges as the category of the sponsoring Member with appropriate guest fees. Members will be responsible for the deportment of their guests and for payment of any fees or charges incurred by their guests. A Golf Member who sponsors a guest and does not play with the guest must pay the Unaccompanied Greens Fees. The Club has the right to limit the number of times a guest may use the facility and the number of guests a Member may bring to the Club. Individual guests are limited to six (6) visits per year.
ARTICLE VI
OTHER USE PRIVILEGES
6.1 RESORT GUESTS
The Owner will allow persons staying at Garden of the Gods Resort and Club to use the Club Facilities on such terms and conditions as it shall determine. Resort guests shall be obligated to pay applicable fees and charges for use of the Club Facilities as established by the Owner from time to time.
6.2 PROMOTIONAL USE
The Owner will have the right to designate other persons, including officers, directors, partners, shareholders, employees, and designees of the Owner and its affiliates and their guests, to use the Club Facilities upon such terms and conditions as may be determined from time to time by the Owner. The Owner reserves the right, in its discretion, to restrict or to otherwise reserve in advance Club Facilities for maintenance, tournaments, group events, and other special events from time to time.
ARTICLE VII
RESIGNATION AND DIVORCE
7.1 RESIGNATION
A Member may resign from the Club by giving at least thirty (30) days prior written notice to the Owner. A resignation shall only be effective as of the end of a calendar month. The Club reserves the right to offer reinstatement options in its sole discretion. A Member shall remain responsible for all dues, fees, and charges which accrued or were incurred prior to the effective date of the resignation.
7.2 LEGAL SEPARATION OR DIVORCE
In the event of a divorce of spouses who have a joint membership, the membership, including all of its rights and benefits, will vest in a single person as determined by a decree of divorce. The spouse who is awarded the membership shall have a period of sixty (60) days from the effective date of any decree to so notify the Owner and, if so requested, to provide evidence reasonably satisfactory to the Owner that the membership has been so awarded. Until the effective date of any decree, both spouses will be jointly and severally liable for all dues, fees, and charges and both may continue to enjoy membership privileges so long as such amounts are timely paid. The Owner reserves the right, in its discretion, to treat the Members as having resigned if the Owner cannot in good faith determine which spouse is lawfully entitled to retain the membership.
ARTICLE VIII
DISCIPLINE
Members are responsible for their own conduct and for the conduct of their family members and guests. Any Member whose conduct or whose family’s or guest’s conduct is deemed by the Owner to be likely to endanger the welfare, safety, harmony, or good reputation of the Club or the Members, or to be otherwise improper, may be suspended or expelled and have all privileges associated with the Club suspended or terminated. The Owner shall be the sole judge of what constitutes improper conduct, but improper conduct will include, without limitation: (i) failure to meet eligibility for membership, (ii) submitting false information on the Membership Application and Agreement, (iii) allowing his or her membership account number to be used by another person without proper authorization, (iv) failing to pay any amount owed to the Club in a proper and timely manner, (v) failing to abide by the Rules and Regulations, (vi) physically or verbally abusing or harassing Club personnel or employees, or (vii) acting in a manner incompatible with the standard of conduct of the existing membership or which would likely injure the reputation of the Members or the Club.
Any Member accused of improper conduct shall be notified of the Club’s proposed disciplinary action and shall be given an opportunity within ten (10) days after such notification to be heard by a representative of the Owner to show cause why he or she should not be disciplined. The Owner may, but shall not be required to, permit the Member to enjoy the privileges of membership pending the hearing.
The Owner may restrict or suspend any or all of the privileges available to a Member, his or her family or guests. No Member may on account of any restriction or suspension be entitled to any refund of any initiation fee, dues, or charges. During the restriction or suspension, dues and other charges shall continue to accrue and shall be paid in full prior to reinstatement as a Member in good standing.
Any refundable membership which has been terminated under Article VIII shall be treated as a resigned membership and 80% of the Member’s initiation fee shall be refunded in accordance with and subject to Section 3.7 of these Bylaws.
ARTICLE IX
LOSS OR DESTRUCTION OF PROPERTY; INSTANCES OF PERSONAL INJURY
9.1 LOSS OR DESTRUCTION OF PROPERTY
The Owner shall not be responsible for any loss or damage to any private property used or stored at the Club, whether in lockers or elsewhere. Any such personal property which may have been left in or on the facilities for six months or more without payment of storage thereon may be sold
by the Owner, with or without notice, at a public or private sale, or may be otherwise disposed of, and the proceeds, if any, may be retained by the Owner. No person shall remove from the room in which it is placed or from the Club’s premises any property or furniture without proper authorization. Each Member shall be liable for any property damage caused by the Member or his or her family members and guests. The cost of such damage shall be charged to the Member’s account.
9.2 RELEASE AND INDEMNITY
Use of the Club Facilities exposes each Member and his or her family members and guests to certain risks, including but not limited to the risk of personal injury or death as a result of being struck by a golf ball or golf club, operating a golf cart, swimming, or engaging in strenuous activities. Any Member, family member, guest, or other person who uses the Club Facilities (including but not limited to golf carts, fitness equipment, or other apparatus) or who engages in any contest, game, function, exercise, competition, or other activity operated, organized, arranged, or sponsored by the Owner or the Club, either on or off the Club’s premises, shall do so at his or her own risk. In consideration of the privilege of being a Member, each Member does hereby release the Owner, its affiliates, and their respective members, managers, officers, employees, and agents (collectively, the “Ownership Group”) from liability for, and does discharge and waive, any and all claims, demands, losses, or damages that the Member, his or her family members or guests may have or sustain in connection with the use of the Club Facilities or Club-sponsored activities and events, including claims, losses, and damages associated with property damage, personal injury and/or death. The foregoing release includes but is not limited to claims based upon the alleged negligence of the Ownership Group. Each Member shall be responsible for notifying his or her family members and guests that use of the Club Facilities is at the risk of such persons and that neither the Owner nor any of its affiliates shall be liable for any injury sustained, or any liability, loss, cost, or expense incurred, by such persons. Each Member hereby covenants not to sue any of the Ownership Group for any action, omission, or condition which is covered by the release in this Section 9.2. Further, if a Member or any family member or guest of a Member asserts a claim against any of the Ownership Group for any action, omission, or condition which is covered by the release in this Section 9.2, then such Member shall indemnify and hold the Ownership Group harmless from any liability, loss, cost, or expense the Ownership Group may incur, including court costs, reasonable attorneys’ fees, and the amount of any judgment which may be awarded, in connection with such claim.
ARTICLE X
GENERAL PROVISIONS
10.1 ACKNOWLEDGMENT OF MEMBERSHIP RIGHTS
Membership in the Club permits a Member to use the Club Facilities in accordance with the Governing Documents. Membership is not an investment and does not give Members a vested or prescriptive right or easement to use the Club Facilities. All rights and privileges of Members under the Governing Documents are subordinate to the lien of any mortgage or deed of trust encumbering the Club Facilities from time to time.
The Owner reserves the right, in its discretion, to amend the Bylaws and Rules and Regulations, to sell, assign, transfer, lease, or otherwise dispose of its interest in the Club Facilities in any manner whatsoever and to any party whomsoever, to recall any membership at any time for any or no reason whatsoever, to add, issue, modify, or terminate any type of category or class of membership, to discontinue the operation of any or all of the Club Facilities and to make any other changes in the terms and conditions of membership or in the Club Facilities.
In the event of the discontinuance of the operation of all or substantially all of the Club Facilities, the Club will refund the initiation fee paid to the affected Member(s). In the event that the Owner's interest in the Club Facilities is sold or assigned and the buyer/transferee assumes liability for the repayment of the appropriate initiation fee, the Member shall look solely to the buyer/transferee for repayment of the initiation fee and the Owner shall be released from all liability for the repayment thereof.
10.2 NO PLEDGE OF MEMBERSHIPS
A Member may not pledge the membership except to the extent the lien or security interest is incurred as a result of obtaining the membership privileges.