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Published on Jun 01,2022
2024 0118 Rules Regulations and Policies Read More
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ORC RULES, REGULATIONS AND POLICIES

Table of Contents

Page

Preamble.............................................................................................................................................................................................1

General Rules..................................................................................................................................................................................1

Anti-Circumvention................................................................................................................................................................. 2

Mailing Addresses...................................................................................................................................................................... 2

Equity Members .......................................................................................................................................................................... 2

Bi-County Area Membership Policy of Ocean Reef Club, Inc.................................................................7

Successor Spouses ..................................................................................................................................................................8

Children of Equity Members.............................................................................................................................................9

Non-Equity Members ........................................................................................................................................................... 10

12-Mile Rule ..................................................................................................................................................................................... 11

Children of Social Members.............................................................................................................................................12

Guests................................................................................................................................................................................................12

Renter Privileges........................................................................................................................................................................ 13

Two Visit Rule...............................................................................................................................................................................14

CLS Real Estate Salespersons.........................................................................................................................................15

Lifetime Acquisition Memberships.............................................................................................................................15

Special Club Memberships ................................................................................................................................................15

Membership Cards ..................................................................................................................................................................15

Accounts/Termination/Reinstatement...................................................................................................................16

Resignation, Suspension and Termination of Membership Privileges ...........................................17

Reservations/Outlets and Member Event Cancellations ........................................................................ 18

Advance Bookings....................................................................................................................................................................19

Lodging Deposit/Cancellation Policy.......................................................................................................................19

Services and Activities..........................................................................................................................................................19

Dress Code....................................................................................................................................................................................19

Discounts; Automatic Gratuity; F & B Minimum; Commissary ...........................................................20

Members’ Only Pricing........................................................................................................................................................20

Long Term Parking................................................................................................................................................................20

Valet Parking...............................................................................................................................................................................20

Golf Facilities................................................................................................................................................................................21

Tennis Facilities......................................................................................................................................................................... 26

Croquet Facilities.................................................................................................................................................................... 26

Pool and Beach Facilities....................................................................................................................................................27

Fitness Center ........................................................................................................................................................................... 28

Marina.............................................................................................................................................................................................. 28

Personal Motorized Watercraft............................................................................................................................................29

Fishing Tournaments........................................................................................................................................................................29

Airport............................................................................................................................................................................................. 29

Character Assassination................................................................................................................................................... 30

Constructive Dissent........................................................................................................................................................... 30

Non-smoking Policy ............................................................................................................................................................... 31

Nuisance Policy .......................................................................................................................................................................... 31

Privacy Policy................................................................................................................................................................................ 31

Social Media Policy.................................................................................................................................................................. 31

Non-Approval Membership Policy.............................................................................................................................32

Affiliate and Reciprocal Clubs .......................................................................................................................................32

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Card Sound Golf Club..........................................................................................................................................................32

Intra-Community Clubs .....................................................................................................................................................32

Club Events...................................................................................................................................................................................32

Corporate Governance, Board of Directors, Committees....................................................................33

Member Proposals..................................................................................................................................................................37

Financial Statements.............................................................................................................................................................37

Break Even ...................................................................................................................................................................................37

Subsidiaries .................................................................................................................................................................................37

Non-Routine Transactions.........................................................................................................................................................37

Loss or Destruction of Property/Personal Injury........................................................................................ 38

Claims............................................................................................................................................................................................... 38

Non-Discrimination.............................................................................................................................................................. 38

Commercialization................................................................................................................................................................. 38

Employment of Club Members .................................................................................................................................... 38

Working for Others............................................................................................................................................................. 39

Logo ................................................................................................................................................................................................. 39

Trademarks ................................................................................................................................................................................. 39

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PREAMBLE

These Rules, Regulations and Policies (“Rules and Regulations”) have been established by Ocean Reef Club, Inc. (the “Club”) to

protect the Club’s facilities and to promote the health, safety, welfare and enjoyment of the members, their families and

guests and all other persons using the Club’s facilities. The Club may by action of its Board of Directors (the “Board”) amend

and interpret these Rules and Regulations from time to time in its discretion. All capitalized terms not defined in these rules

and Regulations shall have the meanings given such terms in the By Laws of the Club as amended from time to time (the “By

Laws”). In the event of any conflict between these Rules, Regulations and Policies and the provisions of the By Laws, the

terms and conditions set forth in the By Laws shall govern and control.

GENERAL RULES

1. Members and their guests should cooperate in following all rules and regulations of the Club.

2. The Club’s facilities shall be open on the days and during the hours established by the Club. The hours of operation of the

Club’s facilities may vary depending on the season and planned activities.

3. Performance by entertainers shall be permitted on the Club’s facilities only with the permission of the Club.

4. Alcoholic beverages shall not be served or sold, nor permitted to be consumed, on the premises during hours prohibited by

law. Alcoholic beverages shall not be sold or served for off-premises consumption to any person not permitted to

purchase the same under the laws of the State of Florida.

5. It is contrary to the policy of the Club to have the Club’s facilities used for functions or fundraising efforts for the benefit

of a political cause, except as may be otherwise approved by the Board. The Club’s facilities shall not be used in connection

with organized religious services or other activities except as may be approved by the Board.

6. All food and beverages consumed on the Club’s facilities must be purchased at the Club’s facilities except as otherwise

permitted by the Club.

7. Dogs and other pets, with exceptions for service animals as required by law, are not permitted on the Club’s facilities

without the approval of the Club. Boat owners are permitted to have pets provided they are kept on the vessel or on a

leash in specially designated areas. Members are responsible for any damage caused by a pet owned by the member or

under the member’s control, and also for cleaning up pet droppings.

8. Members and their guests may not abuse any of the employees, verbally or otherwise. All service employees are under the

supervision of the President and no member or guest should reprimand or discipline any employee or send any employee

off the Club’s facilities for any reason. Any employee not rendering courteous and prompt service should be reported to the

President immediately.

9. Firearms and other weapons of any kind are not permitted on the Club’s facilities at any time unless authorized by the

President.

10. The Club shall assist the intra-Ocean Reef clubs with their mailings, to the extent that the Club’s operations will be not

disrupted.

11. For outside events, music shall end at 10:00 p.m., except for Saturday night member weddings, when music shall end at 11:00

p.m., and New Year’s Eve when music shall end at 1:00 a.m. The Club shall control and monitor the volume of outside music

and, to the extent feasible, aim the direction of the music away from adjacent property owners.

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12. The deadline for fireworks shall be midnight on New Year’s Eve, 11:00 p.m. for other Club sponsored special events and 10:00

p.m. for private parties. There shall be no fireworks permitted for non-Club sponsored events without the approval of the

Chairman or President of the Club.

13. Cellular telephones shall not be used for voice calls or facetime audio or video calls in any of the Club’s enclosed facilities.

Cellular telephones may be used for voice calls or facetime audio or video calls at the Club’s outdoor facilities provided that

such calls are conducted quietly and courteously so as to avoid disturbing others.

14. All complaints, criticisms or suggestions of any kind relating to any of the operations of the Club should be in writing,

signed and sent to the President.

In the event any provision or portion of these Rules, Regulations and Policies, as amended from time to time, shall be held by

any court of competent jurisdiction to be invalid or unenforceable, such holding shall not affect the remainder hereof, and the

remaining provisions shall continue in full force and effect to the same extent as would have been the case had such invalid or

unenforceable provision or portion never been a part hereof.

ANTI – CIRCUMVENTION

If the Board of Directors shall determine that a member shall have engaged or participated in any course of conduct the

purpose of which was to circumvent any of the provisions of the Club’s governing documents (i.e., the Club’s Articles of

Incorporation, By-Laws and its Rules, Regulations and Policies, each as amended from time to time), such course of conduct

may be deemed by the Board of Directors to be improper or likely to endanger the welfare, safety, harmony or good

reputation of the Club or its members. In such event, the Board of Directors may take such disciplinary action against the

offending member as it deems appropriate in accordance with the terms of the Club’s governing documents.

The designated user of an equity membership held in the name of an entity pursuant to Article X, Section 9(e) of the By-Laws

must be a must be a beneficial owner of the entity. No entity may be established by a member or prospective member for the

purpose of circumventing the membership transferability rules of the Club, it being the absolute and clear intention of this

paragraph to only permit members to utilize an entity for personal convenience or estate planning purposes and not for the

purpose of transferring equity memberships indirectly through transfers of beneficial ownership of the entity. The Club may

require the entity is to provide copies of its governing documents (including articles of incorporation or organization, by

laws, operating agreement, partnership agreement, or trust agreement) , as well as any and all documentation relevant to the

beneficial ownership of the entity and the relationship of the designated user to the entity, including but not limited to, tax

and financial records of the entity, its beneficial owners, the designated user and the Club may require the delivery of a duly

executed affidavit from the member and/or beneficial owner(s) of the entity confirming ownership and such other

information as the Club may desire prior to permitting an equity membership to be held in the name of an entity, which

approval may be granted or withheld within the Club's sole and unrestricted discretion.

MAILING ADDRESSES

Each member shall be responsible for filing with the Membership Department a current street address and a current email

address. Notices and billing statements from the Club shall be sent by email to the email address provided by the member. At its option,

the Club may also send notices and billing statements by mail to the street address provided by the member. A member shall be

deemed to have received email from the Club on the date it is sent to the email address provided by the member, and shall be

deemed to have received mail from the Club ten days after the date it is deposited into the U.S. mail with postage prepaid to the street

address provided by the member. In the absence of an email address or street address filing with the Membership Department,

any notices and billing statements may, with the same effect as described above, be addressed as the Club may think is most

likely to cause its prompt delivery.

EQUITY MEMBERS

1. After March 1, 1993, the purchaser of an eligible property must be an equity member of the Club in order to use the Club’s

facilities unless such person shall have applied for and been approved for equity membership prior to closing on the

purchase of his or her eligible property, shall have timely tendered the reservation deposit to reserve an equity membership,

shall be placed on the waiting list to purchase an equity membership and shall have been a social, local or legacy member of

the Club or having any other form of non-equity membership or use right at the date of closing on the purchase of the

eligible property, in which case such person shall continue to remain a social, local or legacy member or other non-equity

member or Club use right holder for a 90 day period after the closing to purchase the eligible property, at which time the

membership/use right shall be deemed to have been terminated automatically.

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2. Applicants for Membership in the Club must be sponsored by three equity members, each of whom must provide a letter of

recommendation to the Club.

3. All applicants for an equity membership, in addition to the general criteria established by the Membership Department, be a

member of a club satisfactory to the Membership Committee and which requires as a condition of acceptance into

membership that a member of that club sponsor the applicant. If the applicant is not a member of a member sponsored club

acceptable to the Membership Committee, the applicant shall meet with and be recommended by a member of the Board of

Directors of theClub. However, if the applicant is not a member of a member sponsored club acceptable to the Membership

Committee but is a non-equity member of the Club, then the following requirements shall be met:

a. The applicant shall not have had his or her Ocean Reef Club membership account suspended for failure to

pay any required dues, fees or charges within the five (5) years preceding the date of the application, unless

the Chairman of the Board and the Chairman of the Membership Committee shall determine jointly that

extenuating circumstances in connection with such suspension compel waiver of thisrequirement; and

b. The applicant shall not have been reprimanded, fined, suspended or expelled from the Ocean Reef Club for

any improper conduct within the five (5) years preceding the date of the application, unless the Chairman of

the Board and the Chairman of the Membership Committee shall determine jointly that extenuating

circumstances in connection therewith compel waiver of this requirement.

4. Upon having been accepted as a Club member, a person shall be charged the pro rata share of dues from the member’s

acceptance date through the end of the membership year. The acceptance date shall be the date that the member has

beennotified of acceptance and the pro rata amount shall be calculated monthly, and will change on the first day of each

month. Members who resign their Club membership shall not receive a refund or credit for theirdues.

5. If the prospective purchaser of the eligible property is a social or local member of the Club who had purchased such

membership within five years prior to the date of the closing on the purchase of the eligible property, then the amount of

the initiation fee paid on account of the social or local membership shall be applied toward the membership contribution

for the equity membership. The five year period shall be extended by the periods, if any, that a local member was on a

waiting list for the Available Bi-County Membership Pool and, as to such periods during which the waiting list is suspended,

the period commencing on the date the local member applied for the waiting list drawing and ending when the local

member was placed on the waiting list, provided that the local member complies with all procedures pertaining to the

Available Bi-County Membership Pool waiting list and waiting list drawing during such extension periods.

6. Friends of Patron and Charter members of the Club will receive the same 40% and 30% discount as afforded to Patron and

Charter members, respectively, for up to nine rooms at any time, excluding certain peak periods, provided that the Patron

or Charter member makes the room reservation. A peak period shall mean the period commencing one (1) week before

Thanksgiving through the period ending two (2) weeks after Easter, plus all holidays and relatedweekends.

7. The Board shall have the power and authority to increase any discount conferred upon a Patron and/or Charter

membership. Should such discount be increased, it may thereafter be reduced at the discretion of the Board to an amount

not less than the initial level, and such reduction shall not be deemed to adversely affect the affected class of equity

membership. No vote of the equity members as a whole or of the affected class shall be required under such circumstances.

8. Equity members applying for inactive status will be considered on an individual basis by the Membership Committee, whose

approval shall be required. Such approval shall be granted only upon an assignment to a foreign country for an extended

period of time (greater than one year). Equity members granted inactive status shall not be charged a penalty to return to

active status, but would be responsible for their proportionate share for any capital improvements assessed during their

absence.

9. If the owner of an eligible property who is using it as his primary residence purchases another eligible property to use as

his primary residence and is unable to sell the former primary residence at the time he closes on the new primary

residence, then the owner’s equity membership will be assigned to the new primary residence and the member shall not be

required to purchase an additional equity membership for one year; provided that: (i) the former primary residence is

continuously held for sale, whether listed through a real estate brokerage firm or directly and (ii) the former primary

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residence is not rented or occupied by any third party during such period. Should the former primary residence be rented

or occupied by any third party, then for the balance of the one year period and any extension thereof, the member shall be

required to pay: (A) Charter member dues, prorated on a monthly basis, (B) capital assessments and operating assessments

on the payable date, as determined by the Board of Directors, and (C) $1,000 per month, or such other amount as may be

determined by the Board of Directors. The new eligible property must remain his primary residence within the Ocean Reef

and Anglers Club communities or an additional Equity Membership must be immediately assigned to the former primary

residence (if not previously sold) and in addition, the member shall be required to pay on account of the former primary

residence Charter member dues, prorated on a monthly basis, and all capital assessments and operating assessments, all

retroactive to the date of purchase of the new eligible property.

If after one year the former primary residence has not been sold and the above conditions continue to be met, the member

may apply to the Board of Directors for an extension for an additional year. An extension may not be granted more than

once in any 10 year period. If the extension is not granted, then the member would be required to immediately acquire an

active equity membership for the former primary residence and pay the Capital Contribution in order to remain in good

standing in the Club. If the one-year extension is granted but the member has been unable to sell the former primary

residence at the end of the one-year extension period, then the member shall be required to immediately acquire an active

equity membership for the former primary residence and pay the Capital Contribution in order to remain in good standing

in the Club. Failure to immediately acquire an active equity membership will result in loss of good standing in the Club and a

monthly fee in an amount determined by the Board of Directors from time to time.

If the owner of an eligible property who is using it as his primary residence purchases another eligible property to use as his

primary residence, is contractually obligated to purchase the equity membership assigned to the new primary residence and

is unable to sell the former primary residence at the time he closes on his new primary residence, the matter will be handled

as set forth in Article X, Section 13 of the Club’s By-laws.

The provisions of this paragraph 9 will be referred to as the “Unprotected Property Rule.”

If an eligible property which has been unified at any time pursuant to Article X, Section 4 of the By Laws is subsequently

divided into two or more eligible properties (“de-unified”), then an equity membership shall be assigned to each new

resulting eligible property pursuant to paragraph 21 under this Equity Members section of the Rules, Regulations and

Policies, and none of the de-unified eligible properties will be eligible as either a former or new primary residence under the

Unprotected Property Rule until the applicable de-unified eligible property is sold to an unrelated bona fide purchaser.

10. Upon the death of the owner or the designated user of an Inactive Equity Membership, the inactive equity membership

shall become activated unless the Inactive Equity Membership is transferred to the surviving spouse of such owner or

designated user.

11. When an eligible property is owned by two persons who are not married to each other, only one Charter membership shall

be assigned to such property. Subject to the approval of the President, the second owner may elect to pay Charter

membership dues and receive Charter membership privileges for as long as he or she owns an interest in the property.

Regardless of the number of persons owning an interest in the property, only one person other than the Charter member

owner would be eligible to pay Charter membership dues and receive Charter membership privileges. Persons receiving

Charter membership privileges will be subject to the Club’s food and beverage minimum. In the event that the non-Charter

member owner were to purchase an additional eligible property, such person must purchase a new Charter membership for

the additional eligible property in order to retain Charter membershipprivileges.

12. When a property to which a Patron membership is assigned is owned by two persons, there shall be only one Patron

membership issued. Subject to the approval of the President, the second person may elect to pay Charter membership dues

and receive Charter membership privileges for as long as he or she owns an interest in the property. The food and beverage

minimum would be applicable to the Patron member and to the person receiving the Charter membership privileges.

Regardless of the number of persons owning an interest in the property, only one person would be eligible to pay Charter

membership dues and receive Charter membership privileges.

13. Effective as of March 17, 2011, in order for an equity membership to be placed on the Club’s reissuance waiting list, subject to

the discretion of the Board, either (i) the owner of the equity membership must have sold the eligible property to which such

equity membership had been assigned, or (ii) the estate of the deceased equity member shall seek to sell the eligible

property andthe equity membership will not be transferred to the deceased equity member’s heir or legatee.

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14. The prospective purchaser of an eligible property shall be required to apply for and be approved for an equity membership

in the Ocean Reef Club prior to closing on the purchase of the eligible property. If such prospective purchaser shall not be

approved for an equity membership prior to closing on the purchase of the eligible property, such person shall not

thereafter be eligible to apply for an equity membership for a period of five years from the closing date that the

prospective purchaser shall have purchased the eligible property.

If the prospective purchaser shall be purchasing the resigned equity membership of the seller of the eligible property, such

person shall enter into a reservation agreement and shall tender a reservation deposit in an amount as determined by the

Board of Directors. The amount of the membership contribution and Capital Contribution, if applicable, shall be the

amount in effect on the closing date that the prospective purchaser shall purchase the eligible property. If the prospective

purchaser shall not be approved for equity membership, or if the closing shall not be consummated, the prospective

purchaser shall be entitled to the return of the full amount of his or her reservation deposit, without accrued interest. If

the prospective purchaser shall not be approved for equity membership, the prospective purchaser shall not be entitled to

apply for an equity membership in the Club for a period of five years from the closing date that the prospective purchaser

shall have purchased the eligible property or, if no closing occurs, from the date of the reservation agreement. If the

prospective purchaser shall have applied timely for equity membership and shall have either been approved for equity

membership or shall have been in the approval process, and the closing on the purchase of the eligible property shall not

be consummated, the prospective purchaser may re-apply for equity membership at any time. In the event that the

prospective purchaser shall have been approved for equity membership and shall not pay the full balance of the

membership contribution and Capital Contribution, if applicable, less the amount of the reservation deposit and any other

applicable credits within 10 days of the closing date that the prospective purchaser shall purchase the eligible property, the

prospective purchaser shall not have his or her deposit refunded and shall not be entitled to apply for an equity

membership in the Club for a period of five years from the closing date that the prospective purchaser shall have

purchased the eligible property. The five year prohibition on applying for equity membership shall remain in effect

notwithstanding the prospective purchaser’s purchase of an additional eligible property to which an equity membership is

attached and in such event, the five year period shall restart as of the closing date that the prospective purchaser shall

have purchased each additional eligible property.

15. The Club shall offer a “family status” membership for adults. The person designated for family status membership may be of

the same or different sex than the related member. Such adult person must reside with the member on a full time basis and

must be approved by the Club. The member shall be responsible for unpaid fees and charges of the family status member.

The family status member shall pay a membership fee as determined by the Club and shall comply with all Club Rules,

Regulations and Policies. Such membership can be terminated at the discretion of theClub.

16. If an equity member sells his or her eligible property without the equity membership assigned thereto being reissued to the

purchaser or being placed on the reissuance waiting list, and such equity member has not purchased another eligible

property and has not entered into a fully executed contract to purchase another eligible property within six months after

closing of the sale, then the Club may, at its option, elect to purchase the equity membership or place it on the reissuance

waiting list. If the closing shall not occur by the closing date designated in the contract, the Club shall have the right to

purchase the equity membership or place it on the reissuance waiting list; provided, however, that if the Club shall agree to

extend the time period to close on the new eligible property for up to 90 days, it shall be conditioned upon the member

agreeing that, if the member shall not have purchased another eligible property within the extension period, the

Repurchase Amount shall be calculated at the lesser of the amount of membership contribution in effect upon (i) the date

that the extension was granted or (ii) the date that the equity membership has been sold.

17. If a Patron member desires to sell his or her eligible property and acquire another eligible property within 12 months

thereafter, the Patron member may sell the Charter membership portion of the Patron membership to the purchaser of his

or her eligible property and retain the Patron membership portion on an inactive basis for up to 12 months from the date of

the closing of sale of the eligible property to which the Patron membership was assigned. In the event that such person shall

desire to activate the inactive portion of the Patron membership, such person shall apply for such activation for a specified

period of up to six months and, if such application shall be approved by the Membership Committee, then such Patron

membership portion shall be activated for up to a six month period as designated by the Membership Committee. No dues

shall be required. In the event that such Patron member shall not have purchased another eligible property and Charter

membership within the 12 month time period, then the Club, at its option, shall have the right to purchase the Patron

membership rights from such person for $135,000 at any time prior to such person purchasing a Charter membership.

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18. If an eligible property is jointly held by an equity member and his or her children who are legacy members, the children may

retain their legacy membership status as long as they own an 80% or less beneficial interest in the eligible property and there

is an equity membership assigned to the eligible property. This must be the only eligible property jointly owned by the

parents and children. If the parents own an eligible property and the children jointly own a second eligible property with

their parents, the children must be equity members to use the Club’s facilities.

19. In the event that an equity member shall be expelled from the Club or shall have resigned from the Club pursuant to Article

XV of the By-Laws, as amended, and such expelled or resigned member shall then be the owner of record of one or more

equity memberships, such member shall have up to one year from the effective date of expulsion or resignation for such

memberships to be reissued in conjunction with the sale of the eligible properties to which they were assigned, in accordance

with Article X, Section 11 of the By-laws (except as otherwise provided in Article X, Sections 4 and 11 with respect to an equity

member who sells an eligible property to a person who is not a Club member in good standing immediately upon the

purchase of such eligible property). In the event that all such equity memberships shall not have been reissued within such

one year period, then the Club shall have the right to repurchase any and all of said equity memberships (i) for the Club’s

treasury or, (ii) upon reissuance of such equity memberships in accordance with the By-laws.

20. When an equity membership is owned by an entity with a designated user and the designated user is changed to someone

other than the designated user’s spouse, the applicable redesignation fee provided for in Article X, Section 9.e. of the Bylaws shall be 20% of the then effective membership contribution amount in the case of a Charter membership.

21. Effective April 1, 2010, in the event that an eligible property is being unified with other contiguous eligible properties to the

extent permitted by the By Laws and the owner thereof shall be an equity member of the Club, the eligible property owner

shall be required to pay annual dues and assessments for the number of eligible properties that were unified, regardless of

whether there is an equity membership assigned to each eligible property that wasunified.

In the event that an eligible property which has been unified after January 20, 2005 is subsequently divided into two or

more eligible properties (“de-unified”), then an equity membership shall be assigned to any new resulting eligible properties.

Immediately prior to such eligible property being de-unified, the owner shall pay to the Club, as full and liquidated damages

(but not as a penalty, as such amount represents a good faith effort to identify and quantify actual damages) with respect

to the eligible property being de-unified, an amount equal to twice the amount of annual dues for each membership year or

portion thereof since the eligible property was unified, plus any Club assessments that may have been made since the eligible

property was unified, plus applicable sales tax thereon, plus interest on all such amounts, excluding sales tax, accruing at

18% per annum.

22. When an equity member shall be permanently departing from the Ocean Reef and Anglers Club communities and shall

desire to become a social or local member, such person shall not be required to pay an initiation fee nor be required to go

through the membership application process, provided that such person was a Club member for more than five years and

shall become a social or local member residing outside an approximate 25 mile driving boundary of the Ocean Reef

Community, to be defined as follows: To the South- Tavernier Bridge mile marker 93; to the North- South West 280th

Street; to the West – 217th Avenue. If such departing equity member shall not meet such criteria, such person shall be

required to pay an initiation fee (social or local, as applicable) but shall not be required to go through the membership

application process.

23. The seller of an eligible property, a member (including a relative) of a real estate brokerage firm having an office within the

Ocean Reef community or participating in a transaction, and an attorney representing any party to a transaction shall be

prohibited from sponsoring the purchaser of an eligible property as an equity member.

24. For purposes of Article X, Section 14 of the By Laws, the term “Development Properties” or “Development Property”, as the

context requires, means real property in Ocean Reef or the Anglers Club that is affected by any of the following (each, a

“Development Activity”) that commenced after April 20, 2017:

1. Construction of a condominium, or of a condominium unit resulting in new or additional units in the

condominium;

2. Conversion of a multi-unit structure from single ownership to a condominium form ofownership;

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3. Construction of residences on four or more contiguous residential platted lots by a person or entity and/or one

or moreaffiliates;

4. Subdivision of land or resubdivision of a residential platted lot; or

5. Rezoning real property from non-residential to residential or rezoning, variances, exceptions or waivers to

residential zoning or ORCA Building Regulations and Restrictions to permit a higher density of dwelling

units,a higher floor area ratio or smallersetbacks.

For purposes of the preceding definition, (a) “construction” includes reconstruction following demolition of a structure to

the ex- tent of fifty percent (50%) or more of the appraised value of such structure for real estate tax purposes; (b)

“commenced” means the earlier of the date of submittal of a site plan and/or building plans or a demolition permit

application to ORCA or Monroe County, as the case may be; and (c) “affiliate” means any person or entity that directly, or

indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the subject

person or entity. For purposes of this definition, “control” means the power to direct or cause the direction of the

management and policies of a person or entity.

BI-COUNTY AREA EQUITY MEMBERSHIP POLICY OF OCEAN REEF CLUB, INC.

Section I.Definitions.

1. For purposes of this policy, the following defined terms shall be used:

a. The “Community” shall mean the Ocean Reef Community and the adjacent Anglers ClubCommunity.

b. “Bi-County Area” shall mean the geographical area comprising of the counties of Miami-Dade and

Monroe, located in the State of Florida, excluding the Community.

c. “Bi-Countians” shall mean: (A) those persons with either: (i) a substantial residence in the Bi-County Area

outside of the Community or (ii) a substantial business activity located in or conducted in the Bi-County

Area; or (B) any corporation, limited partnership, trust or other entity owned or controlled by persons

meeting the criteria set forth in item (A) above. Notwithstanding the foregoing, the term “Bi-Countians”

shall not include persons who have a substantial residence and a substantial business activity within the

Community.

d. “Permitted Bi-County Members” shall have the meaning set forth in Section III, paragraph 3 below.

e. “Available Bi-County Membership Pool” shall have the meaning set forth in Section III, paragraph 4

below.

f. “Bi-County Developer Membership” shall mean a Developer Membership (as defined in the By-laws)

which shall be initially issued to a Bi Countian.

Section II. Preliminary Statement.

2. The Club has historically had a membership base comprised of a very diverse sampling of individual members

originating from all over the country and the world. This diverse membership base has been an integral

component in the special social environment that has developed at Ocean Reef and has been crucial to the

development of the often unique and highly personal social relationships among the membership. The Club

believes that a disproportionate number of Equity Members from the Bi-County Area could threaten both the

diversity of the membership and the preservation of the special camaraderie therein. Similarly, the Club believes

that a disproportionate number of Equity Members who are Bi-Countians may result in a reduction in the level or

extent of participation in social and civic projects which are an integral part of the Club, thereby diminishing the

camaraderie and congeniality of the Club and among its membership, and may otherwise adversely affect the Club

by converting it into a “bedroom” or commuter community for the Bi-County Area. The Club believes that the

fostering of camaraderie and congeniality by and between its members is an important objective of the Club,

which the Club desires to preserve and protect. Therefore, the Club believes it is in the best interest of the Club

and its members to adopt a policy limiting the number of Equity Memberships available to Bi-Countians.

Section III. Initial Implementation andCreation of Permitted Bi-County Members andAvailable Bi-County Membership Pool.

3. The maximum number of Bi-Countian equity members shall be 134, subject to being increased to up to 140 upon

approval of the Chairman or the President, plus any Bi-County Developer Memberships that may be issued (the

“Permitted Bi-County Members”).

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4. If the number of Bi-Countian equity members at any time is less than the Permitted Bi-County Members, then a

number of equity memberships equal to such difference shall, under this policy, be deemed to be available for

acquisition by a qualified Bi-Countian applicant for equity membership. The number of available Equity

Memberships shall be known as the “Available Bi-County Membership Pool”.

5. The provisions of this policy apply only to acquisition of the equity membership assigned to the primary residence

of a Bi-Countian in the Community and, therefore, any additional equity memberships that may be acquired by the

Bi-Countian equity member shall not be acquired from the Available Bi-County Membership Pool.

Section IV. Transfer, Sale and Acquisition of Equity Memberships by Bi-Countians.

6. Any Bi-Countian who has applied and has been approved for equity membership shall be entitled to purchase an

equity membership only if there is an equity membership in the Available Bi-County Membership Pool.

7. The purchase of equity memberships by approved Bi-Countians from the Available Bi-County Membership Pool

shall be on a first-come, first-served basis. Upon completion of the acquisition of the equity membership by the

Bi-Countian applicant, the number of equity memberships in the Available Bi-County Area Membership Pool shall

be reduced by one (1). If, at the time that the approved Bi-Countian desires to purchase an equity membership,

there are no equity memberships in the Available Bi-County Membership Pool, then such Bi-Countian shall be

placed on a waiting list to be maintained by the Membership Department of the Club. Upon the availability of an

equity membership in the Available Bi-County Membership Pool, said membership shall be sold to the next listed

Bi-Countian on the waiting list. The Membership department of the Club shall maintain and manage the list as

directed by the Board of Directors.

8. In the event of the sale of a Bi-Countian’s primary residence and the equity membership assigned to it to an equity

member who is not a Bi-Countian or, in the event of the sale of a Bi-Countian’s primary residence after which the BiCountian’s equity membership shall have remained on the Club’s reissuance waiting list for more than one year,

then the number of equity memberships in the Available Bi-County Membership Pool shall thereafter be increased

by one (1).

9. Upon the death of an equity member, if an equity membership is bequeathed to a person who would be classified

as a Bi-Countian, such person shall be permitted to apply for equity membership in the Club and, upon approval

and payment of any required fees or other amounts, shall become an equity member even though there may then

be no equity memberships available from the Available Bi-County Membership Pool. Such equity membership shall

not be counted toward the maximum number of Permitted Bi-County Members.

10. In the event that an equity member who was not a Bi-Countian at the time he or she first acquired an equity

membership shall thereafter purchase a substantial residence in the Bi-County Area or conduct a substantial

business activity in the Bi-County Area, such person shall not be deemed to be a Bi- County Equity Member.

Section V. Miscellaneous.

11. In addition to meeting the general criteria established by the Membership Department applicable to equity

membership generally, an applicant for a Bi-County equity membership shall be required to meet the following

criteria:

1. The applicant must be a member of at least one club in the Bi-County Area acceptable to the

Membership Committee.

2. If the applicant is not a member in good standing of at least one Bi-County Area club acceptable to

the Membership Committee, but is a local member of the Ocean Reef Club, then the following

requirements shall be met:

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a. The applicant shall not have had his or her Ocean Reef Club membership account suspended for

failure to pay any required dues, fees or charges within the five (5) years preceding the date of the

application, unless the Chairman of the Board and the Chairman of the Membership Committee

shall determine jointly that extenuating circumstances in connection with such suspension compel

waiver of thisrequirement; and

b. The applicant shall not have been reprimanded, fined, suspended or expelled from the Ocean Reef

Club for any improper conduct within the five (5) years preceding the date of the application, unless the

Chairman of the Board and the Chairman of the Membership Committee shall determine jointly that

extenuating circumstances in connection therewith compel waiver of this requirement.

SUCCESSOR SPOUSES

Upon the demise of the surviving spouse of an equity member, if such surviving spouse shall then have a spouse

(“successor spouse”), and if he or she is the first successor spouse, then the successor spouse shall be entitled to continue

as an equity member of the Club, without being placed on an equity membership waiting list then in existence and shall not

be required to pay the transfer fee or capital contribution.

CHILDREN OF EQUITY MEMBERS

1. Family members under 23 years of age shall be entitled to receive membership cards at no charge. Such membership cards

shall have the discount privileges (excluding golf privileges) normally afforded to the respective membership classification of

the parents, provided that the amount is billed directly to the parents. If the amount is billed directly to the member’s child,

such discount privileges shall not beextended.

2. Members’ children age 23 and over shall be entitled to receive guest privileges for up to 59 days each year (up to 14 days at a

time) at no charge. Guest cards shall be requested by the parents, issued in the family member’s name, and billed to whomever

the parent designates. Parents shall be responsible for any non-payment of bills. The parent’s discount privileges shall not

apply to such cards.

3. Members’ children or grandchildren ages 23 and 24 who are not in residence at the Ocean Reef Club for more than 59 days

each membership year and who do not own or rentpropertyatOceanReefClubformorethan59days each membershipyear

can apply for legacy member status and have legacy member privileges with no annual dues, as set forth below, provided that

their parents shall be required to guaranty their indebtedness to the Club.

4. Members’ children or grandchildren age 25 through age 49 who are not in residence at the Ocean Reef Club for more than

59 days each membership year and who do not own or rent property at Ocean Reef Club for more than 59 days each

membership year shall be entitled to subscribe to legacy membership status which will provide the following privileges at

annual dues rates established from time to time by the Board of Directors or the Executive Committee of the Club.

• Their own year-round card andstatus

• Discounts at their resident parent’s or grandparent’s category level (except for golf, which will be at the specified

family rate)

Upon achieving age 50, a legacy member shall be eligible to be classified as a Senior Legacy Member, regardless of

whether or not there is then a waiting list. A Senior Legacy Member shall not be required to pay an initiation fee but shall

be required to pay annual dues in an amount equal to the social or local member (as applicable) annual dues, less $1,000,

and shall receive Charter member discounts if their parents or grandparents are a Charter member or Patron member

discounts if their parents or grandparents are a Patron Member. Upon neither parent or grandparent of a Senior Legacy

Member being an equity member of the Club, the Senior Legacy Membership will convert to a social or local membership,

as applicable. In addition, effective as of March 22, 2012, all dues thereafter paid by a Senior Legacy Member there shall be

accrued in a non-interest bearing phantom account for the benefit of the Senior Legacy Member. The phantom account

can be used solely for the purpose of applying the account balance toward (i) the amount of the membership

contribution then due to acquire a new equity membership or, (ii) the transfer fee charged by the Club to transfer their

parent’s equity membership to them. The aggregate phantom account balance shall not exceed 10% of the membership

contribution then being paid by persons to whom Charter Memberships are being issued or reissued.

5. Members’ children and grandchildren age 23 and over, regardless of any membership status in the Club, who reside with

their parents or grandparents or in a property owned by their parents or grandparents at the Ocean Reef Club for more

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than 59 days in any membership year shall be required to pay dues at the rate of one-half the Charter membership level to

age 35 and at the full Charter membership level thereafter. Said fees shall be automatically billed to the parent or

grandparent Charter or Patron Member on a monthly prorated basis starting on the 60th day in residence. If the child or

grandchild shall apply and be approved by the Club at that point they will have the status of a Legacy Member.

6. Members’ children age 23 and over who are Legacy Members of the Club and who rent or reside in a property at the Ocean

Reef Club owned by a third party or another property owned by their parents for more than 59 days per year shall pay

designated user fees provided there is an equity membership assigned to the property they are renting.

They shall also be limited to a maximum of 5 one year membership periods, whether consecutive or not, as designated users

of any equity.

7. Children under 12 years of age are permitted to use the Club’s facilities only if accompanied or supervised by an adult,

subject to additional limitations set forth in other provisions of these Rules and Regulations.

8. Children under the lawful drinking age are not permitted in any lounge unless accompanied by an adult.

9. Members are responsible for their children when on the Club’s facilities.

10. Parents or grandparents of legacy members shall be required to guarantee indebtedness to the Club of the legacy member

which becomes more than 90 days past due.

NON-EQUITY MEMBERS

1. For purposes of these Rules and Regulations: (a) a “social member” is a non-local non-property owner member pursuant

to Article XI, Section 3.b. of the By Laws; (b) a “local member” is a local non-property owner member pursuant to Article XI,

Section 3.a. of the By Laws; (c) a “legacy member” is a member having that status pursuant to these Rules and Regulations

under the heading “Children of Equity Members”; and (d) a “non-equity member” is a member having any form of

membership other than equity membership.

2. If a social, local or legacy member rents a property or dock within the Ocean Reef community or the Anglers Club from

any Club member for 60 days or more in any annual period, such person must become the designated user of an

equity membership in order to use the Club’s facilities after the 59th day, unless such non-equity member is a guest of the

Inn, has rented a dock slip through the Club, has rented an accommodation through the Club’s property rental program, or

is a lineal ancestor or an unmarried descendant, under the age of 23, of an equity member or his or her spouse who is

staying at the equity member’s residence. The designated user of such equity membership shall pay a monthly designated

user fee equal to the annual dues paid by a Charter member, divided by 12 (provided that there shall be a minimum

designated user fee of two months). Such designated user shall not receive any discount when using the Club’s

facilities.

Notwithstanding the foregoing, beginning December 1, 2014, once a social, local or legacy member has been a designated

user of an equity membership, or has rented a property or dock through the Club, for a period of more than 59 days

between the days of November 1 and April 30, for five (5) membership periods, that member shall not thereafter be eligible to

be a designated user of an equity membership, nor be eligible to rent a property or dock through the Club, for more than 59

days between the days of November 1 and April 30 in any calendar year. Periods of time prior to adoption of this rule shall

not be counted toward the five (5) periodcap.

3. Other than as set forth in these Rules and Regulations, a social, local or legacy member can use the Club’s facilities only for up

to 59 days in any membership year. The term “use of the Club’s facilities” shall include entering the Ocean Reef community by

means of the front gate, the airport or by water (even if the member does not use a Club facility on such date) and on any

succeeding days at which such member shall be in the Ocean Reef community. If the social, local or legacy member is a house

guest of an equity member, however, any day(s) that such member was a house guest of an equity member shall not be

counted toward the 59-day limit.

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4. If a person is a social, local or legacy member of the Club and subsequently purchases an eligible property, the social, local

or legacy membership is deemed to have been automatically terminated 90 days after the closing date of the purchased

property.

5. An eligible property is deemed to be rented to the person renting of record on each day that it is rented to such person,

regardless of whether such person is occupying the rented property.

6. Upon having been accepted as a Club member, a person shall be charged the pro rata share of dues from the member’s

acceptance date through the end of the membership year. The acceptance date shall be the date that the member has been

notified of acceptance and the pro rata amount shall be calculated monthly, and will change on the first day of each month.

Members who resign their Club membership shall not receive a refund or credit for their dues.

7. The maximum number of any category of members of the Club may be determined by theBoard.

8. Subject to space availability, social, local and legacy members shall have access to all Club facilities, except for equity

members’ only facilities.

9. If a social or local member becomes an equity member within five years after when he or she became a social or local, the

amount of the initiation fee paid by such person, not to exceed 10% of the membership contribution then being paid by

persons to whom Charter Memberships are being issued or reissued, shall apply toward the purchase of the equity

membership fee.

10. There must be three member sponsors, two of whom shall be equity members, for applicants for local membership and social

membership. Each sponsor must provide a letter of recommendation to the Club.

11. An applicant for a local membership shall, in addition to the general criteria established by the Membership Department, be

a member in good standing of at least one Bi-County Area club acceptable to the Membership Committee.

12. A grandfathered member shall be permitted to sell his or her property within the Ocean Reef community and to retain his

or her status as a grandfathered member.

13. A social, local or legacy member shall be permitted to use the Club’s facilities for up to 59 days in any membership year

provided that he or she staysovernight atanaccommodationwithintheOceanReef communityor theAnglersClubcommunity,

as more particularly set forth in item 2. above. Asocial member shall not, however,be permitted touse theClub’s facilities more

than ten days in any membership year if such person shall not be staying overnight at an accommodation within the Ocean

Reef community or the Anglers Club community. Such ten days shall count against the 59-day maximum. In the event that

such person shall exceed the ten-day maximum, such person’s social membership shall be deemed tohave beenterminated and

suchpersonshallhavetoapplyfor,andbeapprovedas,a local member.

Upon termination of such person’s Club membership, if such person had been a social member on February 10, 1998, such

person shall be refunded his or her initiation fee and a pro-rata portion of his or her dues.

14. A social, local or legacy member who shall not have paid his or her annual dues by December 15th shall not be permitted to

use the Club’s facilities until such person shall have paid his or her dues and the Club shall have acceptedpayment.

15. The Club shall offer a “family status” membership for adults. The person designated for family status membership may be of

the same or different sex than the related member. Such adult person must reside with the member on a full-time basis and

must be approved by the Club. The member shall be responsible for unpaid fees and charges of the family status member.

The family status member shall pay a membership fee as determined by the Club and shall comply with all Club Rules,

Regulations and Policies. Such membership can be terminated at the discretion of theClub.

16. Until married social or local members have been legally separated or divorced, they shall each remain responsible for the

payment of all dues, fees, charges and assessments associated with such membership. In the event that married social or

local members are legally separated or divorced, and their Club membership is in good standing at the time of their divorce,

their Club membership will vest in the spouse awarded the membership, if the court has awarded the membership, or in the

spouse electing within 90 days from the effective date of the divorce or legal separation to retain the Club membership if

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the divorced members can so agree. In the event that both members within 90 days from the effective date of the divorce

or legal separation have elected to retain an individual Club membership, and their Club membership was in good standing

at the time of their divorce, then a Club membership shall be issued to each former spouse and (i) they shall each thereafter

be individually responsible for their Club dues, fees, charges and assessments, with each person to be responsible for the

payment of one half the pro-rated dues for the year in which the divorce or legal separation has occurred, and (ii) in the

event that either or both spouses shall thereafter acquire an equity membership, the acquiring spouse shall be entitled to a

credit against the then membership contribution amount for a Charter membership in an amount equal to one half of the

credit, if any, that may be available under the Rules to any social or local member who is purchasing an equity membership,

with the acquisition date of the social or local membership to be deemed to be the date on which both spouses originally

jointly acquired the membership.

17. Non-equity members applying for inactive status will be considered on an individual basis by the Membership Committee,

whose approval shall be required. Such approval shall be granted only upon an assignment to a foreign country for an

extended period of time (greater than one year). Non-equity members granted inactive status shall not be charged a penalty

to return to active status.

12 MILE RULE

An individual (including his or her spouse and children) or any other form of legal entity (including a corporation, limited liability

company, partnership, joint venture, association and trust) and any of its shareholders, partners, members or beneficiaries, who

or which directly or indirectly own any interest in real property within a 12 mile radius outside of the Ocean Reef community

(which shall include the areas commonly referred to as the Ocean Reef Club and the Anglers Club) shall not be eligible to be a

local member of the Club unless such person or entity shall pay to the Club a onetime non-refundable impact fee in the

amount of $20,000, or such other amount as may be subsequently determined by the Board, and annual dues in the amount

paid by a Charter member of the Club.

CHILDREN OF SOCIAL MEMBERS

1. Family members under 23 years of age shall be entitled to receive membership cards at no charge. Such membership cards

shall have the discount privileges (excluding golf privileges) normally afforded to the respective membership classification of

the parents, provided that the amount is billed directly to the parents. If the amount is billed directly to the member’s child,

such discount privileges shall not be extended.

2. Members’ children age 23 and over shall be entitled to receive guest privileges two visits of up to 14 consecutive days each

within a five year period at the designated guest card fee. Membership cards shall be requested by the parents, issued in the

family member’s name, and billed to whomever the parent designates. Parents shall be responsible for any non-payment of

bills. The parents’ discount privileges shall not apply to such cards.

3. Effective as of March 10, 1998, the Club shall not issue any more social or local legacy memberships. Social and local legacy

members as of March 10, 1998 shall be grandfathered and the following provisions shall apply to such persons:

Members’ children age 23 and over who do not reside in Monroe and Miami-Dade counties, who are not in residence at the

Ocean Reef Club for more than 59 days in any membership year and do not own or rent property at Ocean Reef Club for

more than 59days in any membership year shall be entitled to subscribe to legacy membership status which will provide the

following privileges at annual dues rates established from time to time by the Board of Directors or the Executive

Committee of the Club:

• Their own year-round card andstatus.

• Discounts at the current social or local membership categorylevel.

• The same tee time privileges as their parents.

The Board of Directors and the Executive Committee shall each be authorized to approve the terms and conditions of

legacy membership status for members’ children who reside in Miami-Dade or Monroe counties.

Effective as of October 30, 1998, parents of legacy members shall be required to guaranty indebtedness to the Club of the

legacy member which becomes more than 90 days past due.

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Upon achieving age 50, a legacy member shall become a full due paying social or local member, regardless of whether or not

there is then a waiting list.

4. Children under 12 years of age are permitted to use the Club’s facilities only if accompanied or supervised by anadult.

5. Children under the lawful drinking age are not permitted in any lounge unless accompanied by an adult.

6. Members are responsible for their children when on the Club’s facilities.

GUESTS

1. Guest privileges may be extended under the rules and regulations established by the Club from time to time. Guests of

social, local and legacy members must be accompanied and registered to stay overnight at the Club.

2. Guests of equity members are to register in advance of their arrival. Guest cards will be issued by the Reservations

Department at the Inn.

3. The Club reserves the right to limit the number of guests that may accompany a member on any given day or the number of

times guests other than member’s house guests may use the Club’s facilities. Currently, guests, other than member’s house

guests, are limited to using the Club’s facilities for no more than two 14-day periods during any five-year period.

4. Non-member property owners shall be limited to two visits per membership year as a guest of an equity member, excluding

charitable events.

5. A social, local or legacy member of the Club shall be permitted to bring up to six (6) day guests to the Club at one time. Social,

local and legacy members must accompany their day guests. Social, local and legacy members cannot provide Club access

when they are not at the Club.

6. The Club may establish from time to time the daily guest fees and charges and the rules and regulations for use of the Club’s

facilities by guests.

7. Guest privileges may be denied, withdrawn or revoked at any time for reasons considered sufficient by the Club.

8. Guests shall be entitled to use the Club’s facilities in accordance with the membership privileges of the sponsoring

member.

9. Guests shall be charged the guest fees established by the Club from time to time. There shall be no guest card fee for a guest

staying at the Inn.

10. Guests shall have the opportunity to pay their charges at the Club. The sponsoring members shall be responsible for all such

charges incurred but not paid by their guests, unless the guest registered an acceptable credit card (i.e., American Express, VISA,

etc.) with the Club.

11. The sponsoring member shall be responsible for the conduct of his or her guests. If the manner, deportment or appearance

of any guests is deemed to be unsatisfactory, the sponsoring member shall, at the request of the Club cause such guests to

leave the Club.

12. Equity members may be permitted to sponsor non-members as day guests to use the Club’s facilities for accompanied as well

as unaccompanied access. With respect to accompanied day guests, the equity member may sponsor up to two (2) day

guests per month year round. With respect to unaccompanied day guests, the equity member may sponsor up to two (2) day

guests per month from May 1 through October 31 of each year. Unaccompanied guests may not be sponsored from

November 1 through April 30 of any year.

A day guest is a guest who is not a house guest of an equity member and who is not a guest staying at the Inn or renting

a slip at the marina or renting other property through the Club.

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13. A parent of an equity member can receive a guest card to permit the parent to use the Club’s facilities for up to 59 days in a

membership year.

14. A guest cannot clear a guest through the front gate without approval of the MembershipDepartment.

15. Social, local and legacy members and legacy members can attend member/guest events as a member or as the guest of an

equitymember.

16. There can be no commercial use of guest privileges.

RENTER PRIVILEGES

1. An equity member will be entitled to have renters of his or her eligible property use the Club’s facilities in accordance with

the category of such equity membership and these rules and regulations, as may be amended from time to time by the

Board.

2. Currently, the following guest or membership status will apply:

Time Period Status

Up to two 14-day periods in any five year period Guest of equity member

Up to 59 days in any membership year Social, local or legacy member

60 days and over in any membership year Equity member or approved designated user of equity

membership

3. After renting for more than 59 days in any membership year, unless renting an accommodation through the Inn, through

the Marina or through the Club’s property rental program, a renter who is a social, local or legacy member shall not be

entitled to use the Club’s facilities for the balance of the membership year unless the renter shall be the designated user of

the equity membership of the property owner, subject to approval of the assignment by the President or the Director of

Membership. The renter shall then pay a designated user fee and shall receive no discounts.

Notwithstanding the foregoing, beginning December 1, 2014, once a renter who is a social, local or legacy member has been

a designated user of an equity membership, or has rented a property or dock through the Club, for a period of more than

59 days between the days of November 1 and April 30, for five (5) membership periods, that renter shall not thereafter be

eligible to be a designated user of an equity membership, nor be eligible to rent a property or dock through the Club, for

more than 59 days between the days of November 1 and April 30 in any calendar year. Periods of time prior to adoption of

this rule shall not be counted toward the five (5) periodcap.

4. A person may become a designated user of an equity membership only by obtaining use of an equity membership owned by

the person from whom he or she is renting and only with Club approval and acknowledgment, except in the case of a dock

that is owned by an equity member who has owned the dock prior to January 20, 2005 and who has not caused an equity

membership to be issued and assigned to such dock, in which case, subject to annual review by the Board of Directors, the

person renting the dock for more than 59 days in a membership year shall be deemed to be a designated user and shall pay

the same monthly fee as would be paid by a designated user and shall receive no discounts. A Summer member may not be

the designated user of an equity membership during the period when the Summer membership is invalid. A social, local or

legacy equity member who has not been approved for equity membership cannot become the designated user of an equity

membership.

5. In order for a renter to use the Club’s facilities, (i) there must be an equity membership permanently assigned to the eligible

property being rented, unless the property is a dock that was owned prior to January 20, 2005, and (ii) the eligible property

owner must be an equity member in good standing (absent extenuating circumstances as determined in the sole discretion

of the Club’s President), regardless of whether the renter is a social, local or legacy member or is not a Club member. In the

event that an active equity membership has been permanently assigned to the eligible property, a daily use fee shall not be

charged by the Club in order for the renter to use the Club’s facilities. In the event that an Inactive Equity Membership has

been permanently assigned to the eligible property, a daily use fee shall be charged to the eligible property owner by the Club

in order for the renter to use the Club’s facilities in an amount as determined by the Club unless (i) the renter is a non-equity

member, or (ii) the eligible property has been rented through the Club’s property rental program, in which case the daily use

fee shall be deemed to have been included in the rental amount.

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6. A dock must be owned by an equity member in order for its renter to use the Club’s facilities, even if the renter is a nonequity member. However, an equity member who is the owner of a condominium unit in the Marina Village condominium

regime and a B, C, G or “T” end dock, or an equity member who is the owner of two contiguous, or unified, B, C, G or “T” end

docks, shall have the right to designate simultaneously a designated user in connection with each unit and dock. Such

designated user shall receive no discounts. Each designated user shall have the right to use the Club’sfacilities.

7. If an equity member owns only one eligible property and designates the use of his equity membership to his renter, such

equity member shall not be permitted to use the Club’s facilities for so long as the renter shall be the designated user of

such equity membership. If an equity member owns more than one eligible property, the member shall retain the right to use

the Club’s facilities as long as he does not designate the equity assigned to the member’s primary residence.

8. The designated use of an equity membership cannot be requested for a period of less than 60 days.

9. A designated user of an equity membership can purchase a golf option and a trail pass.

10. A designated user of an equity membership cannot sponsor an applicant for an equity membership.

TWO VISIT RULE

1. No person, other than a house guest, or child of a Club member, as set forth herein in the sections entitled “Guests” and

“Children,” shall be permitted to visit the Club more than two times in any five year period, with each visit to be limited to a

maximum of 14 days, without becoming a member of the Club. This shall be known as the “two visit rule.”

2. The two visit rule will apply to guests staying in rooms at the Inn, other than sponsored group attendees, as well as to boat

owners using the Club’s marina.

3. The two visit rule will apply to those clubs granted reciprocity or other affiliation with the Club.

When the two visit rule applies to boats and yachts, the owner of the vessel will be registered as the visitor. All guests on

board the vessel will also be registered as guests of the Club if operationally feasible to do so.

CLS REAL ESTATE SALESPERSONS

1. In the event that any full time sales person of a real estate brokerage firm member of Central Listing Service, Inc. (“CLS”) shall be

suspended, have resigned his or her Club membership or shall have been terminated as a Club member either (i) pursuant to

Article XV of the Club’s By-laws, as amended, or (ii) for non-payment of Club dues,fees, charges or assessments, then such

person shall no longer be eligible to use the Club’s facilities.

2. The seller of an eligible property, a member (including a relative) of a real estate brokerage firm having an office within the

Ocean Reef community or participating in a transaction, and an attorney representing any party to a transaction shall be

prohibited from sponsoring the purchaser of an eligible property as an equity member.

3. Any marketing, licensing or business agreement (each, a “Marketing Agreement”) between the Club and CLS or any of its

member firms, separately or collectively, may contain special business membership options as determined by the Board of

Directors.

LIFETIME ACQUISITION MEMBERSHIPS

The spouse of a lifetime acquisition member (a membership issued pursuant to Section 10.2 (a) (iii) of the Purchase Agreement

dated January 14, 1993) at the time of the death of the lifetime acquisition member shall be entitled to assume the

membership for the balance of such person’s life. Upon the death of such surviving spouse, the membership shall be

terminated.

SPECIAL CLUB MEMBERSHIPS

Special Club memberships cannot be offered or issued without the approval of the Board of Directors.

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MEMBERSHIP CARDS

1. A membership card reflecting an account number and the category of membership shall be issued to the member as well

as to his or her immediate family upon payment by the member of the required membership contribution, Capital

Contribution (if applicable), and all dues. Membership cards must be presented upon request when signing in for use of the

Club’s facilities. Membership cards are not transferable.

2. A membership card may not be used by any person other than the person to whom it is issued. Failure to comply with this

rule may result in suspension or termination of membership privileges.

3. In order to protect members from improper charges, the Club may require the presentation of membership cards at the

point of sale for all transactions.

4. When a membership card is lost or stolen the Club must be notified immediately. At the members’ request the account will

be cancelled and a new account opened. The member shall be responsible for all unauthorized charges placed on the

account until the member requests a new account.

5. A membership card may not be used at any off site non-Club ownedfacilities.

6. A restricted employee charge card may be purchased by a member for his or her employee(s) by completing an

authorization form from the Membership Department. The charge for such card shall be determined by the Club. The

restricted employee’s charge card shall entitle the employee to charge purchases at such Fishing Village restaurants and

shops as determined by the Club from time to time. The charges shall be posted to the member’s account and the member

shall be responsible for all such charges. With the member’s approval, the employee shall be permitted to present a credit

card for payment and have all charges billed to such account. The member shall remain liable therefor and shall still have to

purchase a restricted charge card for the employee.

ACCOUNTS/TERMINATION/REINSTATEMENT

1. All food, beverage, merchandise and services of the Club charged to the member’s account shall be billed monthly and each

member’s account shall be due and payable upon receipt of the monthly statement.

2. A member or guest shall have up to 60 days from the date of the related statement to notify the Club in writing of any

charge that is being contested. Thereafter, the member or guest shall be deemed to have approved all charges set forth on

the statement and shall be precluded from contesting any of such charges unless, due to extenuating circumstances, the

Chairman or the President shall permit any charge to be contested.

3. A member is deemed to be current if he or she pays the Club’s member invoice within 30 days from the end of the month

in which the charges were incurred.

4. If a member has not paid all charges within 30 days from the end of the month in which the charges were incurred, the

Accounting Department shall notify the member by email.

5. If a member has not paid all charges within 60 days from the end of the month in which the charges were incurred, the

account shall be deemed delinquent and charge privileges will be suspended. The Accounting Department will email a second notice

to the member and will notify all third party and internal outlets of the suspension.

6. If a member has not paid all charges within 90 days from the end of the month in which the charges were incurred, then the

Board of Directors may determine at any time that the Club shall avail itself of any of the remedies permitted by the By-laws

of the Club, as amended.

7. If a non-equity member has not paid all charges within 90 days from the end of the month in which the charges were

incurred, then such membership will automatically be terminated, with no proration of dues or initiation fee, unless the

Chairman shall determine that such membership should not be terminated due to extenuating circumstances.

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8. In the event that a member shall have paid all charges after his or her membership has become delinquent but before it has

been terminated or forfeited, then such membership shall be reinstated only if:

A. First,theChairman ofthe Board or the President shall have approved the reinstatementof the delinquent member; and

B. Second, a valid credit card is given to theClub and placed on file,to pay any balances that become delinquent thereafter,

and atthe discretionof theDirectorof Membership,a depositis placedwiththeClub.

If these provisions are not met, the membership shall be terminated or forfeited or the Club may avail itself of any other

remedies permitted by the By-laws.

9. Past due bills will accrue interest at a rate equal to the lesser of 18% per annum or the highest lawful rate until paid in

full, or at such other rate as the Board may determine from time to time.

10. Notwithstanding the preceding paragraph, for all persons who (i) have been an equity member in good standing of the Club

at the time that the equity membership was placed on the reissuance waiting list and for at least the previous twenty-five

(25) years prior, (ii) continuously offer for sale in good faith, either directly or through a real estate brokerage firm, all eligible

properties owned by them, and (iii) have placed all of their equity memberships on the Club’s reissuance waiting list and

ceased using the Club’s facilities, interest will accrue at the rate of five percent (5%) per annum, non-compounded, on all

outstanding dues, fees, charges and assessments due and owing to the Club for more than sixty (60) days. In the event of

the death of the equity member, there shall be no change in interest rate provided that the above conditions continue to be

met. The President shall have authority to determine all matters related to what constitutes a good faith sales effort.

11. If the Club commences any legal action to collect any amount owed by a member, the Club shall be entitled to recover from

such member reasonable attorneys’ fees and costs incurred by the Club, at all levels of proceedings. This rule is in addition

to and not in limitation of Article XIV Section 2 of the By Laws.

RESIGNATION, SUSPENSION AND TERMINATION OF MEMBERSHIP PRIVILEGES

1. A member may resign his or her membership in the Club by delivering to the Club written notice of resignation. Such

resignation cannot be rescinded, absent extenuating circumstances, without approval by the Board of Directors or, at the

Board’s direction, by the Membership Committee; provided, however, that an equity member or equity emeritus shall be

permitted to remove his equity membership from the reissuance waiting list and have it assigned to an eligible property

which he purchased.

A resigned Charter member shall be obligated to pay the dues, assessments and the food and beverage minimums on the

resigned equity membership until the resigned Charter membership has been reissued by the Club and may continue to

use the Club’s facilities as long as such dues, assessments and minimums are paid.

A resigned Patron member shall not be required to pay any dues, operating assessments (except to the extent required by

the By-laws) or food and beverage minimum, and shall not be permitted to use the Club’s facilities unless they maintain the

Charter portion of the Patron Membership including any related dues and fees. A resigned Patron member shall pay capital

assessments.

2. A membership may be suspended or terminated by the Club, if the member:

a. Fails to meet eligibility for membership

b. Submits false information on the application for membership or guest privileges

c. Permits the use of the membership card or his or her account by anyone other than the designatedholder

d. Exhibits any behavior considered by the Board to be injurious to the best interests of theClub

e. Fails to pay any amount owed to the Club in a proper and timely manner

f. Fails to abide by the By-Laws or rules and regulations of the Club;

g. Treats the personnel or employees of the Club in an unreasonable or abusive manner, as determined by the Board

h. Fails to refrain from any other conduct determined by the Board from time to time as appropriate for suspension

or termination of membership.

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3. The Club may restrict or suspend, for cause or causes described in the preceding paragraph, any member’s privileges to use

any or all of the Club’s facilities. Such restriction or suspension shall be subject to the procedures set forth in Article VI of

the Club’s By Laws, provided that the Chairman or President may immediately suspend any member and/or any one or

more of his or her family member(s) from entering or using any or all of the Club facilities if such member or family

member is deemed by the Chairman or President to present an immediate danger to persons or property. Such

suspension shall take effect upon notice to the member of the proposed disciplinary action pursuant to Article XV, Section

2 of the By Laws, which notice shall set forth the particulars of the suspension, and the suspension shall remain in effect

while the disciplinary matter is being considered by the Board. No such member shall on account of any such restriction or

suspension be entitled to any refund of dues or any other fees. During the restriction or suspension, dues, assessments

and other charges shall continue toaccrue and shall be paid in full prior to reinstatement as a member in good standing.

4. Notwithstanding suspension or termination of an equity membership, the member and the member’s spouse shall remain

liable for any amounts unpaid on the member’s account and all dues, assessments and other fees accruing until the

membership has been reissued by the Club in accordance with the Club’s By-Laws.

5. Any member of the Club who has had membership privileges terminated for any reason shall have his or her membership

reinstated only at the discretion of theBoard.

6. The President shall be authorized to send out or cause to be sent out at his request, reprimand letters for infractions of

the Club’s By-laws or Rules, Regulations and Policies.

7. In the event that an equity member shall be expelled from the Club or shall have resigned from the Club pursuant to Article

XV of the By-Laws, as amended, and such expelled or resigned member shall then be the owner of record of one or more

equity memberships, such member shall have up to one year from the effective date of expulsion or resignation to

consummate the sale of such memberships in conjunction with the sale of the eligible properties to which they were

assigned, in accordance with Article X, Section 11. of the By-laws (except as otherwise provided in Article X, Sections 4 and 11

with respect to an equity member who sells an eligible property to a person who is not a Club member in good standing

immediately upon the purchase of such eligible property). In the event that the sale of all such equity memberships shall

not have been consummated within such one year period, then the Club shall have the right to repurchase any and all of

said equity memberships (i) for the Club’s treasury or, (ii) upon reissuance of such equity memberships in accordance with

the By-laws.

8. A member whose Club membership has been suspended or terminated pursuant to Article XV of the Club’s By-laws, as

amended, or who has voluntarily resigned pursuant to Article XV of the By-laws, as amended, shall not be permitted to use

the Club’s facilities as a guest of a member or as a business group invitee. Any member who has been notified of the

foregoing and who has such former member as his guest or business invitee shall be subject to discipline, including having

his membership suspended or terminated.

9. A member whose Club membership has been terminated pursuant to Article XV of the By-laws or who shall have

resigned voluntarily pursuant to Article XV of the By-laws, as amended, shall not be permitted to reapply for

membership in theClub without the approval of the Board of Directors.

10. A Club member must be in good standing in order to serve on the Advisory Council, as a member of a Club committee or

as a Club event chairperson.

11. A secret ballot voting process shall be used for all disciplinary actions to be taken by the Board of Directors pursuant to

Articles XV of the By-laws, as amended.

12. A two-thirds majority vote of the Directors present at a formal hearing shall be required in order to expel a person as a

member of the Club.

13. Without in any way limiting the authority conferred upon the Board of Directors by Article XV of the By-laws, a member may

be suspended or expelled as a member of the Club by the Board of Directors (after having received proper notice and being

given the opportunity to be heard by the Board in accordance with Article XV of the By-laws) if a member institutes or

otherwise participates as a plaintiff in a legal or equitable proceeding of any type or nature (including, without

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limitation, a derivative action) against the Club or any current or former director, committee member, officer or associate

arising out of such member’s involvement or relationship with theClub.

RESERVATIONS/OUTLETS AND MEMBER EVENT CANCELLATIONS

1. Dinner reservations may be required from time to time. Members are asked to assist in maintaining required service levels

by making reservations for dining as directed by the particular restaurant. For a party of ten or more, a 48-hour notice is

requested and a set menu should generally be arranged whenever possible. The courtesy of providing notice of necessary

changes or cancellations is requested.

2. Reservations are required for most activities of the Club and are taken on a first-come, first-served basis according to

membership privileges by pre-registering with the appropriate personnel of the Club.

3. Any food and beverage reservation taken within the 48-hour period will be considered confirmed.

4. Reservations must be cancelled by midnight the evening prior to the reservation. All dining reservations cancelled on the same

day will incur a $40++ per person cancellation fee.

5. All no-show parties will incur a $50++ per person charge.

6. Staff will reconfirm all event reservations no less than 48 hours prior to reservation.

7. Any event reservation taken within the 48-hour period will be considered confirmed.

8. Event/Holiday reservations that are cancelled prior to 4:00 p.m. the day before the event will not incur any reservation

cancellation penalties.

9. Event/Holiday reservations that no-show or cancel after the deadline will incur the full price of theevent++.

10. Event/Holiday reservation of eight (8) or more persons that reduce the size of the party by two or more persons after 4:00

p.m. the day prior to the event will incur a cancellation fee in the amount of the full event price.

ADVANCE BOOKINGS

1. Member related activities will be allowed to advance book on a priority basis during Thanksgiving week and Christmas week.

2. Member related activities will be booked tentatively when requested and with date confirmation 90 days in advance.

3. Regular community clubs and functions will be allowed to advance book with a tentative date, with a final date to be

confirmed at the time of the publishing of the Club’s annual calendar.

4. The Inn, Marina Inn and vacation rental pricing and sales efforts, and sales personnel compensation will reflect the

following booking preferential order:

(i) Members

(ii) Member’s guests

(iii) Corporate and Association Board of Director (couples)

(iv) Top level associations (couples YPO/AMA, etc.)

(v) Corporate (senior management couples)

(vi) Corporate groups (stag)

(vii) Social couple FIT

5. Priority will be given during Thanksgiving week and Christmas week to members and member’s guests. Groups are not

allowed during these periods.

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LODGING DEPOSIT/CANCELLATION POLICY

The Club shall establish a deposit/cancellation policy for rooms at the Inn and for properties participating in the Club’s

vacation rental program as may be approved from time to time by the Board of Directors. Upon clearance of the deposit

for a canceled vacation rental property, the Club shall share the amount of the deposit with the property owner on the

same percentage basis as it shares rental income.

SERVICES AND ACTIVITIES

1. The Club provides a variety of social, cultural and recreational events in which all members are encouraged to participate.

2. The Club encourages the use of its social facilities by members for private parties, on any day or evening, provided it does

not interfere with the normal operation of the Club or with the services regularly available to the members. Members are

requested to make reservations with the appropriate personnel of the Club for available dates and arrangements.

3. Private parties are permitted on the Club’s property with the prior approval of the Club, subject to payment of applicable

fees. The sponsor of the private party shall be responsible for any damage to the Club’s facilities and other property and

for the payment of any charges not paid by individuals attending the private party.

4. If a member sponsored party or social event is to be held on Club property, the permission of the President shall be

required if it is not to be a primarily member attended event, such as a wedding.

DRESS CODE

1. The Club may establish dress codes for its restaurants, its other facilities and for special events. The dress code shall be set

forth in a manner deemed appropriate by the Club and must be adhered to by all members andguests.

2. The Club, in conjunction with ORCA, shall enforce the requirement that no men shall be permitted to wear a tank top. No

person shall be permitted to go without wearing a shirt within the Ocean Reef community, with such exceptions such as the

swimming pool area, as may be agreed upon between the Club and ORCA.

3. Men shall not be permitted to wear hats in any of the Club’s indoor facilities unless otherwise specified in the dress code for

the specific facility, restaurant or event.

4. Refer to these Rules, Regulations and Policies under the headings “Golf Facilities”, “Tennis Facilities”, “Croquet Facilities”,

“Member’s Fitness Center” and “Pool and Beach Facilities” for dress code requirements specific to those facilities and

activities.

DISCOUNTS; AUTOMATIC GRATUITY; FOOD AND BEVERAGE

MINIMUM; COMMISSARY

1. Equity member discounts shall be applicable to all food and beverage items purchased at the restaurants, bars orlounges.

2. An automatic gratuity charge as determined by the Board shall be added to all Club food and beverage charges, provided

that the customer shall have the option of increasing or decreasing this amount at his or her option, and that the automatic

gratuity charge policy will be set forth on the related menu and/or check.

3. Patron and Charter member discounts shall be applied to all catered functions held anywhere within the Ocean Reef

community (excluding the Ocean Reef Cultural Center) for personal use which are sponsored by one person. Patron and

Charter member discounts shall not be given to catered functions sponsored by or on behalf of an entity. If a personal use

function is sponsored by both Patron and Charter members, the charges for the event shall be split on a pro rata basis and

the appropriate discount shall be given to each member.

4. All equity members, property owner non-equity members and grandfather members shall be required to pay a food and

beverage minimum on such terms and conditions as are established by the Board of Directors of the Club from time to time.

The food and beverage minimum must be used by the member only and not by other thirdparties.

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5. When an equity member shall have placed his equity membership on the reissuance waiting list and abandoned the use of

the Club’s facilities, at the Club’s option, he shall not be required to pay the food and beverageminimum.

6. Club members shall not be permitted to purchase items directly from the commissary.

7. The Club shall have a service charge per occupied room night policy applicable to all persons renting a room at the Inn or

a property through the vacation rental program. The associates affected shall be the operating staff of the Inn, which

shall include the pool staff, and persons servicing the vacation rental properties. This is intended to support the Club’s no

tipping policy. Violation of this policy can result in termination of employment.

MEMBERS’ ONLY PRICING

Members’ only pricing shall not be set forth on the Club’s menus.

LONG TERM PARKING

Vehicles and golf carts shall not be permitted to be parked in the same space on Club property for more than seven

consecutive days without prior written consent from the Club. Boats, motorcycles, trailers and anything else that is not a

vehicle or a golf cart shall not be permitted to park on Club property without prior written consent from the Club. The

President shall be empowered to determine if there are any abuses (i.e., someone parking a vehicle for seven consecutive

days and then relocating to an adjacent parking spot for seven consecutive days, and then back again, etc.) and to act

accordingly.

VALET PARKING

Valet parking shall be required at the Town Hall for any event (where members or guests are expected to arrive by car)

over 100 people.

The following language shall be set forth in each valet parking receipt given to each person who has given a vehicle to be

valet parked at the Club, and shall be Club policy:

“THIS CONTRACT LIMITS OUR LIABILITY. PLEASE READ IT.

Ocean Reef Club, Inc. is not responsible for: damage to vehicle by fire, storm or flood; electronic, mechanical or

brake failure; loss of or damage to any property left in the vehicle; or any other damages of any type unless directly

caused by our gross negligence or willful misconduct. We are not bailees. All claims must be presented prior to the

vehicle leaving the property. No associate, other than the President, has the authority to vary these terms.

PLEASE PRESENT THIS STUB TO CLAIM YOUR VEHICLE”

GOLF FACILITIES

General Golf Rules:

1. The Rules of Golf as adopted by the U.S.G.A. together with the Rules of Etiquette as adopted by the U.S.G.A. shall be the rules

of the Club, except when in conflict with local rules or with any of the rules herein.

2. “Cutting-in” is not permitted at any time. All players must register with the starter/coordinator. Under no circumstances

are players permitted to start play fromresidences.

3. If a foursome or other group of players fails to keep their place on the course and loses more than one clear hole on the

players ahead, as a courtesy the group must allow the following group to play through. Please do the same when you stop

to search for a lost ball. The rules of golf permit no more than five minutes to search for lost balls.

4. All players who stop after playing nine holes for any reason must occupy the next tee before the following players arrive at

the tee or they will lose their position on the golf course. Should this occur, they need to get permission from the starter/

coordinator to resume play.

5. All tournament play must be approved in advance by the Director ofGolf.

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6. Please enter and leave bunkers at the nearest level point to the ball. Please smooth sand over with a rake upon leaving.

Leave rakes in bunkers.

7. Please repair your ball marks and one additional ball mark on the green.

8. Fill all divots with sand and tamp down.

9. Ball hawking is not allowed on the golf courses at any time.

10. Player’s assistants are on duty to help regulate play and enforce golf cart regulations. The player’s assistants have full

authority on the golf course to enforce all rules and speed of play.

11. If a player is repeatedly warned for slow play, the Club may take such action as it deems appropriate, including restricting

the person’s access to the golf courses to certain times of the day.

12. Each player must have a set of golf clubs and golf bag.

13. Proper golf attire is required for all players as determined by the Club. Members are expected to ensure that their family

members and guests adhere to such rules.

Men:

Acceptable

Garments must be conservative in

nature. Shirts with collars and sleeves,

slacks and golf shorts are considered

proper attire.

Not Acceptable

Tank tops, tee shirts, fishnet tops, cutoffs,

jams, sweat pants, jeans, bathing suits,

tennis shorts, or other athletic shorts.

Cargo shorts are not permitted. In addition,

garments with large lettering or large

graphics will not be permitted.

Women: Garments must be conservative in

nature. Dresses, skirts, slacks, golf

shorts and blouses are considered

appropriate attire.

Halter tops, tee shirts, fishnet tops, bathing

suits, sweat pants, jeans, tennis dresses or

athletic shorts are not permitted. In

addition, garments with large lettering or

large graphics will not be permitted.

Shoes:

Acceptable

Appropriate golf shoes with nonNot Acceptable

Use of shoes other than golf shoes must be

metallic spikes or appropriate soft

sole shoes are required on golf

course and practice areas

approved by the Director of Golf. Sandals,

flip flops and other forms of footwear that

does not fully cover the heel and/or toes

are not permitted.

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This dress code is mandatory for all players. Improperly dressed golfers will be asked to change before playing. If you are in

doubt concerning your attire, please check with the Golf Shop before starting play. Any misuse or disregard of these rules may

cause privileges to be reviewed or suspended.

14. If lightning is in the area, all play shall cease.

15. The golf course superintendent may close the golf courses to play for adverse weather conditions, for maintenance

purposes or when the course could be damaged by play.

16. Jogging, bicycling, rollerblading or recreational walking is not permitted on the golfcourses.

17. “Discontinued Play” Policy: less than three holes played - full 18 hole credit; less than 12 holes played - 9 hole credit.

18. Singles and twosomes may play at the discretion of the Starter/Coordinator and shall be permitted to start after 2:00 p.m.,

if space is available, unless otherwise permitted by the Starter/Coordinator. Twosomes should not expect to play through

foursomes and should not exert any pressure on the groups ahead. Foursomes shall have the right of way.

19. Twosomes and singles shall be grouped with other players, until 2:00 pm, at the discretion of the Starter/Coordinator.

20. Groups of five or more players shall never be permitted on the golf courses.

21. Only non-metal spikes and soft soled shoes can be used on the Club’s golf courses.

22. The Golf Committee can direct that a golf course be closed on alternating Monday afternoons for maintenance purposes.

Hours of Play:

The hours of play and Pro Shop hours shall be posted in the Pro Shop on television and by telephone recording. The golf

course superintendent is authorized to determine when the golf courses are fit for play and such decision shall be final. In his

or her absence, the Golf Professional on duty shall make this decision.

Reservations:

1. All players must have a tee time reserved through the Pro Shop/Tee Time Coordinator. The staff shall assign the starting

time depending on availability. Reservations may be made in person or by phone during Pro Shop hours. Tee time changes

must be approved by the ProShop.

2. Patron members may reserve a tee time up to 14 days in advance of play. Charter members with the Golf Option may reserve

a tee time up to 7 days in advance of play. Charter members without the Golf Option may reserve a tee time up to 3 days in

advance of play.

3. Equity and non-equity Members may reserve a tee-time after 12:00 p.m. up to 30 days in advance of play.

4. Member sponsored conferences shall be permitted to reserve a tee-time on the Hammock and Dolphin Course with no

time restrictions other than those imposed by senior management and approved by the Director ofGolf.

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5. Players who fail to cancel their starting time 24 hours prior to their scheduled starting time may be charged for their

unused rounds and, for persistent abuse, may be restricted in their ability to request starting times in the future.

6. Please notify the Pro Shop/Tee Time Coordinator of any cancellation as soon as possible.

Registration:

1. All members and guests must register in the Pro Shop before beginning play and all members and guests must present their

cards at registration.

2. Failure to check in and register at least ten minutes prior to a reserved starting time may cause cancellation or set back.

3. Players late for their starting time may lose their right to the starting time and shall play only at the discretion of the

starter/ coordinator.

4. No shows by golfing members will result in a letter from the Director of Golf explaining the importance of canceling of

tee time and advising that a second offense will result in restricted tee time privileges.

General Golf Cart Rules:

1. The use of golf carts is mandatory when posted.

2. Golf carts may only be used on the golf course when the course is open for play.

3. Golf carts shall not be used by a member or guest on the Club’s golf course facilities without proper assignment and

registration in the Pro Shop.

4. Each operator of a golf cart must have a valid state issued driver’s license or an Ocean Reef golf cartlicense.

5. Only two persons and two sets of golf clubs are permitted per golf cart.

6. Please obey all golf cart trafficsigns.

7. Please do not drive a golf cart within 30 feet of a green, a tee or a bunker, except on golf cart paths.

8. Never drive a golf cart through ahazard.

9. Please be careful to avoid soft areas on fairways, especially after rains. Use the rough wherever possible.

10. Operation of a golf cart is at the risk of the operator. Cost of repair to a golf cart which is damaged shall be charged to

the person who is responsible for such damage. All persons using a golf cart shall be held fully responsible for any and all

damages, including damages to the golf cart, that are caused by the misuse of the golf cart by the person or their guests

and shall reimburse the Club and/or any operator of the Club for any and all damages the Club may sustain by reason of

misuse.

11. A golf cart is considered to be a dangerous instrumentality under the laws of the State of Florida. Each person using a golf

cart (including the member on behalf of his or her minor children or minor guests, if they are operating the golf cart)

accepts and assumes all responsibility for liability connected with operation of the golf cart. The person also expressly

indemnifies and agrees to hold harmless the Club and its Protected Parties from any and all damages, whether direct or

consequential, arising from or related to the Person’s use and operation of the golfcart.

12. When the “carts in rough only - no crossovers” or “carts on path only” signs are posted, they must be strictly followed. The

90-degree rule means driving carts in the rough and crossing the fairway at a 90 degree angle to your ball.

13. Violations of the golf cart rules may result in loss of golf cart privileges and/or playingprivileges.

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14. The Club will allow private golf carts which are of a type approved by the Pro Shop. Golf carts exceeding 1,000 pounds in

weight or having a tire width of less than eight and one-half inches shall not be permitted on the Club’s golf courses

without the approval of the President.

Handicaps:

1. Handicaps are computed under the supervision of the Golf Professional in accordance with the current U.S.G.A. Handicap

System.

2. All members and their guests with a U.S.G.A. approved handicap may participate in Club tournaments. For Club

championships and senior’s championships, players must have at least ten rounds in the computer beginning November 1

of that season. All handicaps submitted may be reviewed by the Director ofGolf.

3. To establish a handicap, a member must have turned in a minimum of five scores. Members are responsible for turning

inall their scores on a daily basis.

4. Any member failing to turn in a score shall result in a score being posted that is equal to his or her lowest score on record.

5. The Pro Shop shall assist any members needing help with the posting procedures.

6. Accurate records are to be kept of scores turned in and recorded for all full rounds played. The Director of Golf with the

assistance of the Handicap Committee shall determine if there are violations by members in turning in their scores.

Golf Course Etiquette:

Persons using the golf courses should do their part to make a round of golf at the Club a pleasant experience for everyone.

Here are some suggestions:

1. Please do not waste time. Anticipate the club or clubs you may need and go directly to your ball. Always be near your ball to

play promptly when it is your turn. If a player is delayed in making his or her shot, it would be courteous for the player to

indicate to another player to play which should not be deemed playing out of turn. “Hit when ready.”

2. The time required to ‘hole-out’ on and around the green is a chief cause of slow play. Study and clear the line of your putt

while others are doing the same. Be ready to putt when it is your turn.

3. When approaching a green, park your golf cart on the cart path on the best direct line to the next tee. This can save about

one- half hour per round. Never leave the golf cart in front of the green where you will have to go back to get it while the

following players wait for you to get out of the way.

4. When play of a hole is completed, leave the green promptly and proceed to the next tee without delay. Do the scoring for

the completed hole while the others in your group are playing from the nexttee.

5. If you are not holding your place on the course allow the players behind to play through. Do the same if you stop to

search for a lost ball.

6. The player assistants will report slow play and all breaches of golf etiquette to the Director of Golf.

Golf Tee Times/Cancellation:

1. Players with advanced tee times, both members and guests, are requested to cancel unneeded tee times by 3:00 p.m. the

day before so these tee times may be offered to other members. Violation of any Club tee time policy will be reviewed by

the Director of Golf and enforcedaccordingly.

2. The no-show fee will be $50.00 per player in the group.

3. The no-show policy will be in effect November 1 through April 30.

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TENNIS FACILITIES

1. The Rules of Tennis as adopted by the U.S.T.A. will apply at all times, except when in conflict with the rules or with any of

the rules herein.

2. All members and guests must sign up in the Tennis Shop before taking any court.

3. Players without a prearranged game are encouraged to call or come to the tennis courts where the Tennis Shop will

assist in forming matches. Court reservations may be made by phoning or visiting the Tennis Shop. Group captains must

give their name and membership number and the names and membership numbers of the group. No standing

reservations will be accepted.

4. At the end of their playing period, players must promptly relinquish their court to the next players. Once a member is off

the court, the member may sign up for the next available court time.

5. Length of play for singles and doubles may be limited as determined by demand and set by the Tennis Shop.

6. Please use sidewalks to gain entrance to your courts.

7. Dogs or other pets are not permitted on the courts.

8. No skateboards, bicycles, roller skates, etc. are permitted on the courts or sidewalks.

9. Please deposit all trash or litter in receptacles provided for thatpurpose.

10. In the event of impending rain, proper maintenance of the Har-Tru courts requires that the surface be swept. Your

cooperation will be appreciated when a request is made to clear the courts.

11. Proper tennis attire as determined by the Tennis shop is required at all times. Colors are permitted, but cut-offs, Bermuda

shorts, jams, bathing suits, mesh shirts, tank tops, gym shorts, slacks and running shorts are not permitted. Shirts and

regulation tennis shoes are required.

12. Proper tennis etiquette should be observed at all times. Excessive noise, racquet throwing or profanity will not be

permittedat any time.

13. Use of the tennis courts and facilities at the Club will at all times be subject to the control of the Tennis Shop, which will

determine the suitability of the tennis courts for play. Courts will be closed when necessary for maintenance operations or

when dictated by safety considerations, as determined by the manager on duty in the Tennis Shop, in his or her sole

discretion.

14. The Tennis Shop is authorized to implement temporary rules as may be necessary during peak periods of play.

15. Children under the age of 12 are not allowed on the courts without adult supervision unless otherwise authorized by the

Tennis Shop.

CROQUET FACILITIES

1. Players without a prearranged game are encouraged to come to the Lawn & Tennis Shop where the staff will assist in

forming matches.

2. All players must check in and register at the Lawn & Tennis Shop at least ten minutes prior to their match time or the lawn

will be released to the first name on the waitinglist.

3. Reservations for a croquet lawn may be made by calling the Lawn & Tennis Shop.

4. Players who fail to cancel the reservations at least one hour prior to their scheduled match time may be charged a fee as

determined by the Club.

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5. At the end of the reserved period, players must promptly relinquish the lawn to the next reserved players. Once a member is

off the lawn, the member may sign up for the next available time.

6. Proper croquet attire as determined by the Club is required at all times.

7. Proper croquet etiquette should be observed at all times. Excessive noise, mallet throwing or profanity will not be permitted

at any time.

8. Use of the croquet lawn and facilities at the Club will at all times be subject to the control of the Club staff. The croquet

lawn will be closed when necessary for maintenance operations or when dictated by safety considerations or by reason of

adverse weather conditions.

POOL AND BEACH FACILITIES

1. No pets are allowed in the pool area.

2. No food or beverage is allowed in the pool.

3. In the event a member fails to register guests/visitors, the Club reserves the right to post guest charges to the

member’s account without the cardholder’s signature.

4. Use of the pool facilities at any time is at the swimmer’s own risk.

5. Swimming is permitted only during open hours of the pool.

6. Children under 12 years of age are permitted to use the pool facilities only if accompanied and supervised by anadult.

7. Glass objects, drinking glasses, beverage coolers and sharp objects are not permitted in the poolarea.

8. All swimmers must wear bona fide swimming attire. Cut-offs, dungarees and Bermuda shorts are not considered

appropriate swimwear.

9. Children wearing diapers (including swim diapers) are not permitted in the pool.

10. Running, ball playing and noisy or hazardous activity will not be permitted in the pool area. Pushing, dunking and

dangerous games are not permitted.

11. Snorkeling equipment, other than a mask, is not to be used in the pool, except as part of an organized course ofinstruction.

12. Radios may only be used with earphones.

13. All persons using the pool furniture are required to cover the furniture with a towel when using suntan lotions. The use of

these preparations stains and damages the furniture. Pool furniture may not be reserved. Personal belongings left on

unoccupied pool furniture may be removed and disposed of by staff.

14. All persons using the pool area are urged to cooperate in keeping the area clean by properly disposing of towels, cans,

cigarettes, etc.

15. Smoking is permitted only in designated sections in the pool area.

16. Private parties may be held in the pool area only with the prior approval of the Club.

17. Food is only allowed in designated areas of the poolfacilities.

18. Flotation devices are permitted for non-swimming children up to the age of five years. Any non-swimming children must be

accompanied in the water by their parent or adult guardian. Small toys such as rings, etc. may be permitted, depending on

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the number of persons in the pool and the manner in which the toys are used. Tire inner tubes are not permitted. Air

mattresses are not permitted in the pool, but may be used in the Lagoon .

19. No diving or jumping is permitted in the pool.

20. The throwing of balls or frisbees is permitted in designated areasonly.

21. Cover-ups are required everywhere at the Club except while at the beach and pool areas and on marina dock areas.

22. Any person with a health problem which can be communicated by use of the pool is specifically prohibited from using the

pool.

23. Any references to the pool or pool area shall be deemed to include the jacuzzi or jacuzzi area as well.

24. The staff has full authority to enforce these rules and regulations.

25. Reference is made to the rules the lap pool at the Member’s Fitness Center under the heading “Fitness Center”.

FITNESS CENTER

1. The Member’s Fitness Center on Harbor Drive can be used only by members and accompanied guests, except that

special classes and events may be offered to non-members from time to time at the Club’s discretion.

2. The lap pool at the Member’s Fitness Center shall be used only for fitness purposes and not for other recreational

purposes or lounging. All of the rules pertaining to Pool and Beach Facilities shall apply to the lap pool, except with

respect to use by children.

3. Children under 16 years old may not use the Member’s Fitness Center or the lap pool, with the exception that a

member’s child under 16 may use the upstairs level of the Fitness Center and the lap pool if accompanied by a licensed

physical therapist overseeing the physical rehabilitation of the member’s child or as part of a Club organized camp,

activity or event that welcomes children under 16 to participate.

MARINA

1. All boat owners and dock renters shall comply with the rules and regulations of the marina, which will be posted in the

Dockmaster’sOffice.

2. The rules and regulations of the marina may be amended by the Board in its discretion.

3. No boat shall discharge sewage or contaminated bilge water into the water.

4. All toilet facilities must be connected to holding tanks in accordance with U.S. Coast Guard regulations. Boats must use the

pump-out station at the Dockmaster’s Office as required.

5. Pump out facilities are free and pump outs are mandatory for extended stays beyond seven days, or at holding tank

capacity, unless the boat has currently approved sewage facilities on all operable heads.

6. Live-aboards at the marina are not permitted on boats without holding tanks, unless they have currently approved sewage

facilities on all operable heads.

7. Noise must be kept at a reasonable level. No loud music ispermitted.

8. Any detergents used in washing boats must be biodegradable nonphosphates.

9. All dockside refueling must be done in the dock refuelingarea.

10. No repairs or maintenance shall be done in the marina, other than normal cleaning or minor repairwork.

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11. The Marina deposit/cancellation policy shall be as follows:

a. A priority reservation deadline shall be established for equity members and dock owners up to 60 days before a

specified date. Thereafter, non-equity members can reserve space until 30 days before the specified date, at which

time reservations for guest boats will be considered.

b. All equity members may cancel a reservation before arrival, without penalty, except for designated holiday

periods, where a seven day limit will be held. The failure of an equity member to arrive or to cancel his

reservation timely will result in a charge to the member’s account in an amount equal to one-half of the amount

quoted.

c. Non-equity members shall have the same rights to cancel a reservation as an equity member shall have, provided

that in the event that a non-equity member shall fail to cancel timely within seven days of a designated holiday

period, the charge to the member’s account shall be 100% of the amount quoted.

d. Guests shall not be permitted to cancel a reservation within 14 days or their scheduled arrival date. In the event

that a guest does not cancel timely, his credit card shall be charged an amount equal to 100% of the amount

quoted. For holiday period, guests shall have to prepay on a non-refundable basis at the time of reservation.

e. All cancellation revenues received shall be shared as follows: dock owner (65%), condominium association (5%),

Club (30%), provided, that if no specific dock had been reserved then the Club shall keep all of the canceled

reservation revenues.

PERSONAL MOTORIZED WATERCRAFT

For the safety and enjoyment of the Club’s members and guests, it is requested that jet skis, wave runners and other similar

types of personal motorized watercraft not be used in any canal or waterway within the Ocean Reef community, other than

traveling to and from port on a “No Wake” basis, or in any area with less than a four-foot depth. When used in a permitted

area, all watercraft should be operated in a safe and courteous manner. All operators of personal watercraft should be aware

that they must abide by all rules of navigation and must carry all required safety equipment.

FISHING TOURNAMENTS

Billfish, Sharks, Tarpon, Bonefish, or Permit should not be killed and weighed for the purpose of establishing points per pound

to win a tournament. The preferred method for these fish should be to give points for their release. The exception would be for

a fish to be killed for a mount and a mount receipt should be submitted.

Prizes should not be awarded for maximum number of fish, in order to preserve our fishing resources.

Please limit the number of other species allowed to be killed to establish points per pound (i.e. the combined weight of three

fish).

To maintain and promote fair, uniform and ethical angling practices, please adhere to the IGFA’s regulations regarding

equipment and angling rules.

All rules must be submitted to the weighmaster for approval prior to the tournament.

AIRPORT

1. All owners and operators of aircraft using the Club’s airport facilities shall comply with the operational rules and

regulations of the airport, which will be posted in the Airport Office and which may be amended by the Club or ORCA at

their discretion. Failure to observe the operational rules and regulations of the airport may result in loss of airport privileges

and/or Ocean Reef Club privileges.

2. All aircraft, including charters, must have prior permission to use the airport. The pilot in command must have on-file with

the Airport a signed statement that he or she has read, understands and will comply with the airport’s rules and

regulations. A member of the Club shall be responsible for ensuring that proper documentation is completed and

submitted to the Airport prior to causing any private or charter aircraft to use theairport.

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3. Current noise abatement procedures and policies can be found online at www.OceanReef.com/airport

4. No flight training, including touch and go’s, is permitted, nor is the operation of gliders, hot air balloons, kites, skydiving, etc.

at the airport.

5. Aircraft must be parked in designated areas at least 30 feet from therunway.

6. No pedestrians or ground vehicles, including golf carts, bicycles and mopeds, are allowed on or within 30 feet of the runway.

7. Aircraft may operate between 7:00am and 10:00pm, except for jet aircraft which may only operate between 8:00am and

8:00pm.

8. No aircraft, including helicopters, are permitted to land anywhere in the Ocean Reef community other than at theairport.

9. There shall be a maximum of 12 combined jet noise event (a landing or takeoff is considered a noise event) per day at the

airport. For purposes of this rule, the Mustang, Eclipse Jet, Citation Bravo, Phenom 100 and CJ 1/2/3/4 fan jets shall not be

considered to be a “jet,” but shall be considered as a “very light jet.” Or “VLJ”. Very light jets shall be limited to 8 additional

noise events per day.

10. Equity members may reserve jet slots 365 days in advance; non-equity members may reserve jet slots 30 days in advance;

Non-members guests may reserve jet slots 7 days in advance.

11. Except for emergency purposes, only the Club’s members and guests shall be permitted to use the Club’s airport provided

that

any person on the Club’s equity membership waiting list who has tendered his or her non-refundable deposit to the Club

shall be permitted to use the airport.

12. There shall be a maximum of 30 annual use permits at the airport, which shall be available to equity members only.

Thereafter, a waiting list shall be maintained.

13. Helicopters shall fly the standard airplane traffic pattern to the runway at high speed and then execute a quick stop

maneuver to land abeam the parking spot. Geared helicopters will perform a run-on landing and ground taxi to parking.

Skid helicopters will keep air taxi to a minimum.

14. Low passes, flight training, commuting, Garrett TPE331 powered aircraft, Piaggio Avanti aircraft, gliders, balloons, kites and

skydiving are prohibited. Drones are prohibited for use in the vicinity of the airport and approach paths.

CHARACTER ASSASSINATION

Any member who engages in the practice of publicly attacking the character of another Club member, whether by means

of verbal statements or written materials relating to the background or financial status of a member or otherwise, may

have his or her Club membership suspended or terminated at the discretion of the Board of Directors after it shall have

considered the relevant facts and circumstances.

CONSTRUCTIVE DISSENT

A member can constructively dissent from a Club action or inaction as follows:

1. First, e-mail the Chairman of the Board, send a letter to the Chairman or e-mail the Chairman and delineate the issue.

2. Meet with an appropriate contact person made known to the complaining member to discuss the issue.

3. If the member is still not satisfied, they may meet with the Executive Committee of the Board of Directors to discuss the

issue.

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4. If the member is still not satisfied and, if the Board in its unrestricted discretion, determines that the issue is an issue

of public interest, the member can write a letter to the Ocean Reef Press in conformity with its editorial standards, to

be published in the Ocean Reef Press.

NON SMOKING POLICY

Smoking shall be permitted in designated areas only. Cigar and pipe smoking shall not be permitted in the dining and lounge

areas. There shall be no cigarette smoking in any of the Club’s enclosed restaurants or in any screened-in outdoor

restaurant when the screens arecovered.

NUISANCE POLICY

In an effort to maintain the peace and quiet enjoyment of the Club and its facilities and in recognition of the expectation

of reasonable privacy of members and guests of the Club, no individual shall be permitted to commit any nuisance within

the Club nor shall there be permitted an invasion of privacy including, but not limited to, the taking of audio or video or

photographic reproduction of any resident, member or guest or any of their property on any property owned by the Club,

unless the permission of the resident, member or guest is first obtained. Enforcement of the foregoing may be effectuated

through personnel and staff of the Club, the Public Safety Department of ORCA and the Monroe County Sheriff’s

Department. Enforcement may include, but shall not be limited to, such person being required to immediately leave the

Club’s facilities, such person’s Club membership being suspended or terminated, the obtainment of legal or equitable relief

from a court of competent jurisdiction, and the confiscation of any audio, video or photographic instruments, equipment or

materials used by, or intended to be used by, the offending individual.

PRIVACY POLICY

Privacy is one of the Club’s most cherished attributes. The Club’s members and their families have found it at the Club and

have come to expect it at all times.

Privacy at the Club includes proper deportment at all times by all members and their guests so as to avoid causing any

undue notoriety for the Club, and having a continuous mutual respect for the absolute privacy of the Club’s members.

Personal photography is permissible as long as it does not intrude upon the Club’s members. Unauthorized photography,

however, regardless of purpose, is considered an invasion of privacy and the taking of unauthorized photographs of any

person or subject is against the rules of both the Club and the Ocean Reef community. It also is a violation of the Club’s

privacy rule to sponsor any representative of the working press or its related fields onto Club property regardless of

purpose, without the consent, in advance, of the Club’s Chairman or President.

Finally, from and after the date of adoption of this policy, no member should expect or request for himself, his family or

guests any special accommodation by the Club or community with regard to the provision of extra security or personnel,

specific arrangements or consideration, or other exception beyond those being made available to all members. Through

mutual cooperation, privacy will always be a valued and appreciated tradition of the Club.

SOCIAL MEDIA POLICY

Posting of information relating to the Club on social media sites is permissible so long as nothing is posted which is

detrimental to or which would harm the reputation or good will of the Club. The following guidelines should be used in any

social media posting which relates to or mentions Ocean Reef Club:

a. Postings shall not include comments or material that is disrespectful, offensive, defamatory, obscene or otherwise

unsuitable or inappropriate in the sole opinion of the Board of Directors.

b. Postings shall not include content which would harass, inconvenience, cause distress to, or infringe on the rights of

another person, including Club members, their families, and Club Associates.

c. Postings shall not discuss illegal activities, violate any laws, nor be used for illegal purposes.

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d. Any postings should be respectful of the views and opinions of others, and demonstrate respect for the Club’s

Members, guests, and Associates. In no event shall a Member at any time make, publish, or communicate to any person

or entity or in any public forum any defamatory, maliciously false, or disparaging remarks, comments, or statements

concerning the Club’s members or their families, the Club, or any of its Associates, officers, or directors, and other

associated third parties.

In addition to the guidelines listed above, the following rules relate to use of Ocean Reef Club’s social media sites:

e. Any content or behavior posted on the Club’s social media sites that may be considered disrespectful, dishonest,

offensive, harassing or damaging to the interests, image and reputation of the organization, employees, members or

others is not permitted and may be removed.

f. Members shall not copy, repost, otherwise use for commercial purposes the Club’s social media profiles, pages, forums

or groups, or any information or discussions posted therein, without prior permission from the Club.

g. Members shall not transmit or upload content containing computer viruses or malware

h. Members shall not post advertisements for external businesses or spam the Club’s profile, forums, groups or members.

i. Members shall not use the Club’s social media profiles, pages, forums or groups, or any information or discussions

posted therein in any manner not consistent with these terms.

NON-APPROVAL MEMBERSHIP POLICY

If a candidate for membership in the posting process shall receive one or more negative comments from the membership,

then such application shall be returned to the Membership Committee for further review and consideration. Thereafter, the

Membership Committee shall submit its recommendation to the Board of Directors for its consideration.

AFFILIATE AND RECIPROCAL CLUBS

1. Any club receiving reciprocal status with the Club will be able to cross bill to the Club, and not to the individual member’s

account.

2. Advance notification will be required.

3. Any club receiving reciprocal status with the Club must have its members register in advance and the same conditions may

be imposed upon Club members by the other club.

4. A member of a reciprocal club which has been given the right to use the Club’s facilities will be granted access based on

the limitations set by the Board when approving any reciprocity.

5. Only equity members of the Club shall be entitled to benefit from the reciprocal arrangements with other clubs that have

been granted reciprocity with the Club. All members may utilize reciprocal clubs if such access by all member types is

provided from that affiliated club.

CARD SOUND GOLF CLUB

The Club and Card Sound Golf Club shall each deal with the other on an at-cost basis where there is an exchange of

goods and services between them. In certain instances, costs will have to be defined to include allocated general and

administrative costs.

INTRA COMMUNITY CLUBS

Intra Ocean Reef community clubs shall not be mentioned in any Club publications or placed on the Club’s television

channels unless the existence of such club has been validated by the Chairman or the President.

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CLUB EVENTS

Each Club event should be monitored for member satisfaction and financial performance by a Board member, the

Executive Committee or the Finance Committee. Management should try to have all events at least break even from a

finance perspective, although it is recognized that not every event will be able to do so.

CORPORATE GOVERNANCE, BOARD OF DIRECTORS, COMMITTEES

Corporate Governance:

1. Each year a slate of officers will be nominated by a majority of the most recent five past Chairmen of the Board still

residing within the Ocean Reef community. Upon nomination, the officers shall be elected by the Board of Directors as

provided in the By-laws. This procedure notwithstanding, the authority of the Board members to make nominations is not

abridged in any way.

2. The Chairman of the Board shall be elected by the Board ofDirectors.

3. As a general guideline, members of the Board of Directors who have not served as Chairman of the Board and who are not

expected to serve as Chairman of the Board shall serve one three year term of office.

4. The immediate past Chairman of the Board, the Chairman of the Board and the Vice Chairman of the Board (if any), plus

the President, shall work together closely on matters affecting the Club and its members. In the process, the past Chairman

and the current Chairman, along with the President, will educate and inform the Vice Chairman (if any) on the many issues

resolved by the Board in past meetings. This system will provide for thefollowing:

(i) preparing the Vice Chairman (if any) to become Chairman and to be fully informed on all issues upon taking

the Chairman’soffice;

(ii) providing the Chairman with an experienced past Chairman with whom to consult; and

(iii) ensuring that no individual will be able to make a drastic change in the policies or direction of theClub.

5. Potential Chairmen of the Board shall serve for a second three year term as a Director, subject to being re-elected by the

equity members.

6. At the request of the Board, the immediate past Chairman of the Board shall continue to remain on the Board for a two

year period from when he or she ceased to serve as Chairman of the Board, if such person is willing to serve in such

capacity, unless such person’s term of office as a Director shall terminate prior to such two year period, in which case such

person shall remain on the Board in an ex officio capacity through the balance of such period as immediate past Chairman.

Notwithstanding the foregoing, upon such person no longer being the immediate past Chairman, such person shall cease

to serve in an ex officio capacity on the Board.

Board of Directors

1. No person shall be eligible to serve as a member of the Board of Directors for more than two consecutive full

three year terms with the exception that if an acting or incoming Chairman of the Board has served as Director

for two consecutive full three year terms but has not completed his or her term as Chairman, such person may be

nominated to serve as a Director for one additional term, subject to being re-elected by the equity members.

2. A proposal raised for the first time at a Board meeting shall not be approved until the next regularly scheduled Board

meeting, at which time it shall be presented as a New Business Action Item, unless there are extenuating circumstances

which compel prior approval.

3. The minutes of the meetings of the Board of Directors of the Club shall not set forth the names of any Directors who

dissent from or who abstain from any proposal acted upon by the Board. The Secretary of the Club shall keep a file in his or

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her records which reflects the nature of the proposal, the name of any Director who dissents or abstains and the date of

the meeting.

Committees Generally

1. There shall be a Chairman and a Vice Chairman may be appointed for each committee.

2. The term for each committee Chairman shall be for a one year period. No committee Chairman shall be eligible to be

reappointed after having served as Chairman for two successive terms.

3. A committee Chairman must be an equity member of the Club.

4. Subsequent to the annual meeting of equity members, the Nominating Committee plus the three designees and the four

immediate Chairmen of the Board prior to the immediate past Chairman of the Board shall continue to meet throughout the

year, getting to know qualified candidates whom it can recommend to the next Nominating Committee upon its

appointment.

5. Committee members shall serve for one three year term.

Audit Committee

The Audit Committee shall be composed principally of independent equity members who are free from any relationship that

would interfere with the exercise of their independent judgment. The Audit Committee should be informed, vigilant and effective

overseers of the financial reporting process and the Club’s internal controls.

The Audit Committee should meet at least twice each year. One meeting should be held prior to an upcoming audit by

independent auditors. The other meeting should be held after the independent auditors complete their work.

The pre audit meeting should be held with management and the auditors and deal with the following kinds of issues:

• The audit approach and scope of the audit.

• Areas requiring special attention.

• Significant plan changes in the Club’s accounting principles, policies andpractices.

• Current developments and accounting principles, auditing standards, and reporting practices that might affect the Club.

At the post audit meeting, the Committee should meet with the independent auditors and management before any annual

report is released to the members and review such things as:

• The independent auditor’s findings, including significant resolved or unresolved issues.

• The financial statements to be included in the annual report and in other publicly filed documents.

• The independent auditors’ comments on internal controls, as well as management’s response to thosecomments.

• Review any material litigation or claims and related matters that have an effect on the financial statements.

After review of the financial statements and resolution of any issues, it is the responsibility of the Audit Committee to

recommend approval of the financial statements to the Board of Directors.

It is the responsibility of the Audit Committee to oversee the Whistleblower Policy.

The Audit Committee shall require the Internal Audit function to include such matters as:

• Review the appointment, performance and replacement of the senior internal audit executive.

• At each meeting, review the internal audit plan and significant findings from internal audits.

• Require the internal auditor to provide construction audits on capital projects exceeding an amount to be

determined periodically by the Audit Committee.

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• Discuss with the independent auditor and management internal audit responsibilities andstaffing.

The Audit Committee shall meet with management, the internal auditor, and the independent auditor in separate executive

sessions.

In addition to the above, the Audit Committee should use its best judgment and look at any area it deems necessary to ensure

the credibility of our financial reports

Human Resources and Compensation Committee Charter

1. Purpose

The primary function of the Human Resources and Compensation Committee (“HRCC” or the “Committee”) of the Ocean

Reef Club Board of Directors is to assist the Board in carrying out its responsibilities relating to human resources,

including performance, development, compensation and succession for the Club’s executives. For the purposes of this

Charter, “compensation” shall include, but not be limited to, cash, deferred payments, incentive compensation, benefits and

perquisites, employment, retention and/or termination/severance agreements and any other programs which would be

considered compensation by the HRCC Committee.

II. Structure and Composition

The Committee shall consist of the Chairman of the Board, the immediate past Chairman of the Board, (if requested by the

Board and if he/she is willing to serve) and the Vice Chairman of the Board (or, if there shall be no Vice Chairman, the most

recent past Chairman prior to the immediate past Chairman requested by the Board and willing to serve until such time as a

Vice Chairman shall have been duly elected). The Chairman of the Board shall serve as the Chairman of the HRCC. The

Chairman of the HRCC shall have the discretion to include one additional member of the Board of Directors as a nonvoting advisory member to the HRCC, if he/she determines it is in the best interest of the HRCC.

The senior Human Resource executive of the Ocean Reef Club shall act as the secretary to the Committee.

In the event that the Chairman of the Committee does not attend a meeting of the Committee, the members of the

Committee shall elect a temporary Chairman for such meeting by the majority vote of the members in attendance at the

meeting.

III. Committee Meetings

The Committee shall meet at least twice annually and more frequently as circumstances dictate. A majority of Committee

members shall constitute a quorum, and the Committee shall act only on the affirmative vote of a majority of the members

present at the meeting. The Committee may invite members of management, consultants or advisors to its meetings as it

may deem desirable or appropriate. The Committee shall meet “in Executive Session” at each meeting. Notice of all

meetings of theCommittee shall be sent to Committee members.

IV. Resolutions

Resolutions of the Committee passed at a meeting shall require approval by a simple majority of members voting on such

resolution.

V. Committee Authority and Responsibilities

The following are the duties and responsibilities of the Committee:

1. In consultation with management, to establish and review periodically the Club’s compensation philosophy and

practices for executives and to make recommendations to the Board for any material changes in the compensation

philosophy.

2. To review periodically the effectiveness of the Club’s overall management organization structure and the President’s

proposals for changes and to review, on an annual basis, the succession plan for the President’s direct reports and for

designated key executive positions.

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3. To review and recommend annually to the Board the goals and objectives of the President. The Committee shall evaluate

the performance of the President in light of these goals and objectives and approve the President’s compensation based

on this evaluation of performance and the competitive compensation in the relevant comparator group.

4. To review and approve the compensation of the President’s direct reports.

5. To review the Club’s human resource management processes for assessing the performance and development of

senior executives and to review annually the performance and developmental requirements for the President and the

President’s direct reports, including the President’s recommendations relating to the hiring, termination, promotion, and

compensation related to the President’s directreports.

6. To review and approve the overall compensation opportunities as recommended by the President for senior executives

below the President’s directreports.

7. To review and approve annually the terms and conditions applicable to the compensation programs for all senior

executives, including the President and the President’s direct reports, including a periodic evaluation of the market

competitiveness of the cash, annual bonus, and benefits programs for seniormanagement.

8. To review and approve any change to existing or new management agreements, severance or similar termination

payment proposed to be made to the President or directreports.

9. To provide retirement plan review specifically related to plan governance through the management of plan design,

performance, and changes in retirement plan benefits. Specific responsibilities include review of a detailed report of

delegated accountabilities from the Club’s Retirement InvestmentCommittee.

10. To provide rewards program oversight ensuring, at a minimum, compliance with the “good practice” as required for

executive compensation purposes, including but not limited to the recoupment of incentive and equity compensation

payments made to the CEO and CFO based on accounting results that are restated as a result of misconduct

11. To review current trends and developments in matters of executive rewards and related corporate governance matters

at least annually.

12. To prepare written minutes of all of its meetings and to provide a copy of the minutes to all members of the Board and

to report the actions and recommendations of the Committee to the Board after each Committeemeeting.

13. To conduct an annual evaluation of its performance.

14. To review this Charter annually, to recommend any proposed changes to the Board.

15. In its discretion and as appropriate,todelegate duties and responsibilities toa member oftheCommittee or toa

subcommittee.

16. To carry out any other duties or responsibilities expressly delegated to the Committee by the Board from time to time

relating to the Club’s compensation programs.

VI. Other Advisors

The Committee shall have the sole authority to retain and terminate consultants and advisors as it may deem appropriate in its

discretion including the sole authority to approve their anticipated annual scope of work, fees, and retention terms. The

Committee shall review and assess the performance of the consultants on an annual basis. The Club shall provide for

appropriate funding, as determined by the Committee, for payment of compensation to the independent consultants and

advisors. The Committee shall meet in Executive Session on a regular basis with the principal compensation consultant

retained by the Committee as necessary, and at least once annually. The Committee shall review and pre-approve any

additional work to be done for the Club by the consulting firm or its parents or affiliates.

VII. Limitation on Committee’s Duties

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In discharging its duties, each member of the Committee shall be obliged to exercise the care, diligence and skill that a

reasonably prudent person would exercise in comparable circumstances. Nothing in this Charter is intended, or should be

determined to impose on any member of the Committee a standard of care of diligence that is any way more onerous or

extensive than the standard to which all members of the Board are subject.

The essence of the Committee’s responsibilities is to monitor and review the activities described in this Charter to gain

reasonable

assurance, but not to ensure, that such activities are being conducted properly and effectively by the Club.

Membership Committee

The Membership Committee shall investigate and evaluate all applications for membership to be approved by the Club and

shall report thereon to the Board of Directors with its recommendation as to acceptance of each application. The

Membership Committee shall also assist the Club in meeting its annual member enrollment goals by identifying prospective

members, and advising the Board on general membership issues. Upon request of the Board, the Membership Committee shall

investigate and evaluate member related disciplinary incidents and submit its recommendations to theBoard.

1. The Chairman of the Nominating Committee shall coordinate with the Chairman of the Nominating Committee of Ocean

Reef Community Association, Inc. in helping to identify appropriate candidates to serve as a Director of their respective

entities.

2. A Club member must be in good standing in order to serve on the Advisory Council, as a member of a Club committee or

as a Club event chairperson.

3. No one who is a member or an owner of a real estate brokerage firm which transacts business within the Ocean Reef or Key

Largo Anglers Club communities shall be eligible to serve as a member of the Membership Committee.

MEMBER PROPOSALS

The Club shall not be required to include in the proxy statement a proposal received from an equity member eligible to vote

unless 20% or more of the total number of equity memberships entitled to vote, sign and deliver to the Secretary of the Club

at least 45 days in advance of the related meeting of equity members a petition setting forth the proposal and requesting that

it be included in the proxy statement. The Board of Directors, at its option, may permit a designated representative supporting

such proposal to include a written narrative of up to 200 words in support of the proposal to be included in the proxy

statement. Such narrative, if permitted by the Board of Directors, must be delivered to the Secretary of the Club at least 40

days in advance of the meeting.

FINANCIAL STATEMENTS

The Club shall furnish unaudited semi-annual financial information to the Club’s members, to supplement the audited year-end

financial statements to be furnished by the Club to its members. The Club shall make available at its offices to any equity

member requesting financial information about the Club’s operations not set forth in its annual or quarterly financial

statements such information as may be requested in such level of detail as shall be deemed to be appropriate by the Board,

provided that such request was made in good faith and for a proper purpose, each as determined in the sole discretion of the

Board. A written response shall not be given without the approval of the Chairman unless the laws of the State of Florida

compel the Club to doso.

BREAK – EVEN

As used in Article XIII, of the Club’s By-laws, the term “break-even” shall mean the Club’s consolidated net operating surplus

(deficit) plus depreciation.

SUBSIDIARIES

The Club’s Rules, Regulations and Policies and Policy Manual shall apply to all subsidiaries of the Club as the context warrants.

However, the rule captioned Employment of Club Members shall not apply to the employment of licensed real estate brokers

and sales associates by Ocean Reef Club Real Estate Company.

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NON-ROUTINE TRANSACTIONS

1. In the event that the Club is proposing to enter into a non-routine transaction with a member of the Club or with any

entity affiliated with a member of the Club, then, prior to the Club entering into such transaction, (a) notice thereof shall be

promptly posted on the members’ bulletin board, included on the Club’s television station and, to the extent that time

permits, included in the next edition of the Ocean Reef Press, (b) any proposed non-routine transaction with a member of

the Club or any entity affiliated with a member of the Club shall be disclosed to the Board and (c) the Board shall approve

the transaction.

2. The Board of Directors, or the Executive Committee, at its discretion, shall determine if a transaction shall be deemed to be

a non-routine transaction.

3. Commercial leases for space in Club owned property to Club members on terms at least equally favorable to the Club as

would be obtained from non-member third parties shall be exempt from the Club’s non-routine transaction policy.

4. Transactions between the Club and a public company with which a member may be affiliated provided that the transaction

is on terms at least equally favorable to the Club as could be obtained from a non-affiliated third party shall be exempt

fromthe Club’s non-routine transactionpolicy.

5. The Board of Directors, in its sole discretion, shall be authorized to exempt a transaction from the Non-Routine

Transactions requirements when the Board determines that circumstances so warrant.

LOSS OR DESTRUCTION OF PROPERTY/ PERSONAL INJURY

1. Each member as a condition of membership and each guest as a condition of invitation to use the Club’s facilities assumes

sole responsibility for his or her property. The Club shall not be responsible for any loss or damage to any private property

used or stored on the Club’s facilities or property.

2. Property or furniture belonging to the Club shall not be removed from the immediate room or area in which it is placed

without proper authorization. Each member of the Club shall be liable for any property damage and/or personal injury at

the Club, or at any activity or function operated, organized, arranged or sponsored by the Club, caused by such member,

family member or guest. The cost of any damage shall be charged to the member’s account.

3. Any person who uses any property, service or facility either owned, leased or operated by the Club, including golf carts, or

who participates in any contest, function or other activity operated, arranged or sponsored by the Club, either on or off the

Club’s property, shall do so at his or her own risk. Such person shall indemnify, defend and hold the Club and its members,

affiliates, directors, officers, committee members, employees and agents (“Protected Party” or, collectively, “Protected

Parties”) harmless from any and all loss, cost, claim, injury, damage or liability incurred by such person resulting therefrom

and/or from any act or omission of the Club or any such Protected Party.

CLAIMS

Should any current or former member bring suit against the Club or any of its Protected Parties for any claim or matter of any

type or nature and is not the prevailing party in the suit, such current or former member shall be liable to the Club and its

Protected Parties for reasonable fees, costs and expenses (including the Club’s in house counsel) at all levels of proceedings

and in anticipation of litigation.

NON-DISCRIMINATION

The Club will not discriminate in its operation on the basis of race, religion, gender, age, color, national origin, disability or

marital status.

COMMERCIALIZATION

1. All commercial solicitation or promotion within the Club’s facilities or grounds must be approved by the Chairman of the

Board.

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2. All commercial solicitation of Club membership must be approved by the Chairman of theBoard.

3. All solicitation of Club suppliers and vendors must be approved by the Chairman of theBoard.

4. Club staff may not participate in solicitation of suppliers, vendors, or the Club’s members to make contributions or

advertise

in event publications.

5. The Club’s staff should not be involved in the planning, printing or publishing of new event publications that contain paid

advertisements unless specifically approved by the Chairman of the Board.

6. All solicitation of Club staff must be approved by thePresident.

7. Management shall alert the Chairman, the Vice Chairman or the President if any event is to use the Club’s property, facilities

and/or personnel, and involves a broad solicitation by a charitable organization that has not been sanctioned by All Charities.

EMPLOYMENT OF CLUB MEMBERS

The Club shall avoid hiring members of the Club and their families unless it would constitute unlawful discrimination not to hire

such person. Associates in the employ of the Club on February 10, 1998 shall be deemed to be grandfathered.

WORKING FOR OTHERS

Ocean Reef Club employs salaried and hourly Associates to work for the Club. The Club in turn provides a salary or an hourly

rate as pay, as well as many different types of benefits, including insurance, medical/dental, etc. The Club invests substantial

funds to recruit, orientate, and develop its Associates.

Ocean Reef Club permits, and sometimes encourages, its Associates to work for others, including Club members or

organizations (including other clubs such as the Card Sound Golf Club, the Racquet Club, the Cultural Center, etc.) located

within the Ocean Reef community. Working for others is subject to the following conditions:

1. No Associate shall be permitted to work for others if such work will in any way directly or indirectly interfere or conflict

with such Associate’s work at the Club. This would include, but not be limited to, work that would conflict timewise with an

Associate’s Ocean Reef Club work or which would result in an Associate being so tired that such Associate would not be able

to perform at his or her best while working for the Club.

2. No Associate shall be permitted to work for others or provide a service to others if such work function or service is of a

type that is provided by the Club (a) to its members, guests or Associates, or (b) to its tenants or others doing business within

the Ocean Reef community with whom the Club shares revenues (i.e., charter boats; property rental, etc.), unless the Associate

shall have received the prior approval of his supervisor.

3. When working for others, an Associate shall not use Club owned or rented equipment, tools, uniforms,etc.

If any Associate has any questions regarding the above, such Associate should contact the Club’s Human Resources Department

in advance of making any arrangements to work forothers.

LOGO

The Club shall not modify the Club’s logo in any way without the approval of the Board of Directors, except for the Club’s

burgee, which may use only the flag portion of thelogo.

TRADEMARKS

Ocean Reef Club, Inc. is the holder of various trademarks (including Ocean Reef®, Ocean Reef Club®, Ocean Reef Club, A

Unique Way of Life®, and The Ocean Reef Press®, as well as the Club’s logo) and may in the future obtain additional trade or

service marks (hereinafter “Marks”), all of which are protected under federal and state law. The Club has invested a substantial

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amount of time and resources to promote and advertise its Marks. As a result, the Club has developed extremely valuable

goodwill and an outstanding reputation in these Marks that are famous throughout the United States. These Marks are

intended to be an indication of origin exclusively with the Club.

Members shall be entitled to personal use of the Club’s current and future Marks in written documents only if such use

conforms to the rules set forth below. In no event shall Members utilize the Club’s Marks in any written documents (including

but not limited to brochures, websites, advertising materials, or marketing materials), nor in any other advertising or marketing

media of any sort (including but not limited to radio, television, or on-line audio or video ads), which are commercial in nature

or used for any business or non-personal purpose, without the express written consent of the Club and/or without an

appropriate use of a license granted by the Club. It is the policy of the Ocean Reef Club that the Club’s Marks shall not be used

by Members or others for any commercial, business or non-personal purpose, without the express written consent of the Club

and without an appropriate grant of a license to use such Marks. The term “use by Members” shall include use by any person or

entity owned or controlled, directly or indirectly, by a Member, as determined by Chairman of the Board of Directors or by the

President.

The rules for personal use of Club Marks by members in any written documents are:

A Member is permitted to use the Mark Ocean Reef® to reference the geographic location of the Ocean Reef Club. To the

extent practical, a Member should use the symbol ® when the phrase Ocean Reef® is used and should use the Mark in a phrase

such as “the Ocean Reef® complex,” “the Ocean Reef® community,” or something similar.

A Member is permitted to use the Mark Ocean Reef Club® to reference Ocean Reef Club, Inc. To the extent practical, a Member should use the symbol ® whenever the phrase Ocean Reef Club® is used and should use the Mark in a phrase such as “the

Ocean Reef Club® complex,” “the Ocean Reef Club® facilities,” or something similar.

A Member shall not procure or use keywords or search terms to be used in an internet search engine (e.g., Google AdWords)

which keywords or search terms contain any of the Club’s Marks or portions of a Mark, without the express written consent of

the Club and/or without an appropriate use of a license granted by the Club.

Violation of these rules relating to use of the Club’s Marks may be deemed to be improper conduct as set forth in Article XV of

the Ocean Reef Club By-Laws, as amended or as may be amended from time to time. The Board of Directors shall have

authority, in their sole discretion, to suspend, expel or request the resignation of the affected member pursuant to the

procedures set forth in Article XV of the By-Laws.

Updated January 2024

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