1BYLAWS OF COLUMBIA MISSOURI INVESTMENT COMPANY

A MISSOURI GENERAL NOT-FOR-PROFIT CORPORATION

ARTICLE 1 PURPOSES AND RESTRICTIONS The purposes of the Corporation shall be those non-profit purposes stated in the Articles of Incorporation, as may be amended. No part of the net earnings or other assets of the Corporation shall inure to the benefit of, be distributed to or among, or revert to any director, officer, contributor or other private individual having, directly or indirectly any personal or private interest in the activities of the Corporation, except that the Corporation may pay reasonable compensation for services rendered and may make payments and distributions in furtherance of the non-profit purposes stated in the Articles of Incorporation. ARTICLE II OFFICES The principal office of the Corporation in the State of Missouri shall be located in the City of Columbia, Missouri. The Corporation may have such other offices within or without the City of Columbia, Missouri as may be required. The registered office of the Corporation required under the laws of the State of Missouri to be maintained in the State of Missouri may be, but need not be, identical with the principal office in the State of Missouri, and the address of the registered office may be changed from time to time in conformity with the laws of the State of Missouri. ARTICTLE III MEMBERSHIP A. Members. The Corporation shall not have stockholders. Instead, the Corporation shall have members, who shall exercise the rights and privileges, including

the election of the Board of Directors, as set forth herein. There shall be four different categories of members, with each category having the rights, privileges and responsibilities as set forth herein. The four categories of members are: 1. Full Golf Members. All persons or entities recognized by American Golf Corporation (hereafter AGC) or Columbia Missouri Investment Company (hereafter CMIC) the Corporation as paying dues for the privilege of playing golf and using all non-golf facilities at the Columbia Country Club shall be deemed a Full Golf Member. A Full Golf Member shall be permitted to vote on any matter brought to the membership by the Board, and shall be eligible to serve on the Board of Directors and any committee established by said Board. Where an adult couple holds a Full Golf Membership, then each individual person in that adult couple shall be permitted to vote on any matter coming before the membership. Such a couple may be referred to collectively as Family Full Golf Members. Where a single adult holds a Full Golf Membership, such person shall only have one vote on membership issues. Such a person may be referred to as a Single Full Golf Membership. 2. Social Members. All persons or entities recognized by AGC or CMICthe Corporation as paying dues for the privilege of using the non-golf facilities at the Columbia Country Club shall be deemed a Social Member. A Social Member shall be permitted to vote only on matters coming before the membership other than a golf course related issues. For purposes of these Bylaws, the term golf course related issue shall mean any issue which impacts the real property owned by CMIC on which the golf course, golf course practice areas and golf pro shop are located, even if such issue would also have a direct or indirect impact on other areas of the real property owned by CMIC. A Social Member shall not be eligible to serve on the Board of Directors, but may serve on any committee established by said Board other than a committee related to the golf course. Where an adult couple holds a Social Membership, then each individual person in that adult couple shall be permitted to vote on any matter coming before the social members. Such a couple shall be referred to collectively as Family Social Members. Where a single adult holds a Social Membership, such person shall only have one vote on issues coming before the social members. Such a person may be referred to as a Single Social Membership.

3. In Kind Members. All persons or entities recognized by AGC or CMICthe Corporation as providing services in lieu of paying dues for the privilege of playing golf and using all non-golf facilities at the Columbia Country Club shall be deemed an In Kind Full Golf Member. An In Kind Full Golf Member shall have the same rights and responsibilities as a Full Golf Member. The Board may from time to time, in its reasonable discretion, terminate the status of an In Kind Member if that In Kind Member is no longer providing sufficient services for AGC or CMIC to justify such status. In this event, the In Kind Member would be converted to a Full Golf Membership or a Social Membership, as desired by the member. 4. Honorary Members. Certain individuals may from time to time have their monthly dues waived by AGC or, if applicable, by CMIC, due to their standing in the community or for other contributions made to the betterment of the Columbia Country Club. Such members shall be referred to as Honorary Members. Honorary Members shall be permitted to use the golf and non-golf facilities of the club, but shall not be permitted to serve on the Board or to vote on any matters coming before the membership. Honorary Members shall be permitted to serve on any committee established by the Board. If applicable, tThe Board may from time to time, in its sole discretion, terminate the status of an Honorary Member. In this event, the Honorary Member would be converted to a Full Golf Membership or a Social Membership, as desired by the member. B. Membership Rights. In order to exercise any of the rights and privileges listed herein, a member must be in good standing with AGC and CMICthe Corporation. To be in good standing, Full Golf Members and Social Members must have paid those dues and any other charges and fees required of their membership category in a timely manner as established by AGCthe Corporation or its agents. To be in good standing, In Kind Members must have provided and continue to provide sufficient services to AGC or CMIC the Corporation at least equal to the dues that a Full Golf Member would have paid. To be in good standing, an Honorary Member must have paid the balance due on their account for non-dues related club expenses in a timely manner. as established by AGC. C. Meetings. Attendance by thirty (30) Members shall constitute a quorum for the transaction of business at a Members meeting. However, if at a given Members

meeting there is a vote to be taken with regard to a golf course related issue, then attendance by a total of thirty (30) Full Golf Members and In Kind Members, collectively, is required as to that particular vote in order for a quorum to be established. The Bi-Aannual Meetings of the Members shall be held on or about the First Friday of the month of May (or, as determined by the Board, on the date of the Spring Member Appreciation Day) and the Fall Annual Meeting shall be held on or about the First Friday of the month of October (or, as determined by the Board, on the date of the Fall Classic) for the purpose of transacting such business as may come before the membership. D. Manner of Voting. All membership categories have a right to vote on membership issues coming before that category as provided for above. Membership votes may be conducted either in person at a regularly scheduled membership meeting (or through a proxy held by a member in attendance at such meeting) or by ballot as provided for herein, with the Board of Directors, in its sole discretion, determining which method of vote is appropriate on a case-by-case basis. Further, the Board may, in its sole discretion, conduct a binding or non-binding advisory membership vote at any time by giving the membership at least thirty twenty days prior notice of the issue to be voted on and the date and manner in which the vote is to be taken, which may include electronic voting via email. A majority of those eligible to vote and voting on any given issue constitutes approval, provided, however, that the vote for Board of Director positions shall be governed by Article IV set forth below.

ARTICLE IV BOARD OF DIRECTORS A. Management. The affairs of the Corporation shall be managed,

supervised and controlled by a self-perpetuating Board of Directors consisting of nine (9) Directors elected in a manner specified in Section C of this Article IV. B. Term of Directors. Each director shall be elected to serve a three (3) year term. The terms of the Directors shall be staggered such that three (3) Director positions shall be filled by a vote of the membership each year. The term for each Director shall

begin on January 1 of the year following their election to the Board. C. Nomination and Election of Directors. Nominations for election to the Board are open to all Full Golf Members and In Kind Members that are in good standing. The Board will provide notice to the membership of an upcoming election and request nominations from the membership each August. The Board will establish a nomination period during which nominations may be received. Once the nomination period is closed, the Board will establish a record date to determine the members eligible to vote in the Director election. The Board will then cause a ballot to be created listing all eligible members nominated for election to the Board. The ballot will be mailed to all members eligible to vote for the Board at the address to which the monthly club bill is mailed. Full Golf Members, Social Members and In Kind Members shall all be eligible to vote in the election for Board members. The ballot will state the rules governing the election, including the date upon which the ballot must be received in order to be counted. and the number of ballots that must be received in order to constitute a quorum. For purposes of election to the Board, thirty (30) ballots from members eligible to vote must be properly received in order to constitute a quorum. Members may also appoint a proxy for the purpose of casting their ballot for election to the Board. The proxy may be in favor or another member eligible to vote, or in favor of the Board. Each eligible voter may cast three votes, one for each Director position that is open. These three votes may not be cumulatively cast for the same person. If there are only three nominees for three open Director positions then the Board may dispense with the membership vote and declare the three nominees to be the winners of the election. Otherwise, Tthose three (3) nominated candidates receiving a plurality of the votes shall be elected to the Board. D. Meetings. All meetings of the Board, regular or special, shall be held at the principal office of the Corporation, or at such time and place within or without the State of Missouri as shall be designated by the President or if not designated by the President, then as determined by the Board of Directors. Special meetings of the Board of Directors may be called by or at the request of the President, or in the Presidents absence by the Vice President, or by any two (2) Directors. Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board or committee by means of

conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting. Any action or vote which is required to be or may be taken at a meeting of the Directors, or of any committee of the Directors, may be taken without a meeting if: i) consents in writing, setting forth the action so taken, are signed by alla quorom of the Members of the Board or of the committee; or ii) email communications assenting to the action or vote to be taken are evidenced by a quorum of the Members of the Board or of the Committee, as the case may be. The consent or email assent shall have the same force and effect as a unanimous vote at a meeting duly held, and may be stated as such in any certificate or document. The Secretary shall fileacknowledge theany consents or email assents within the minutes of the next regularly held meeting of the Board of Directors or of the committee as the case may be. E. Notice. Notice of any annual or special meeting shall be given at least five (5)three (3) days prior thereto by written notice delivered personally, electronically via email, or mailed to each Director at such Directors business or home address. If mailed, such notices shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of a Director at or the Directors response to an email notification of at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting or responds to an email solely for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. F. Quorum of Directors. Two-thirds of the incumbent Directors (including one or more officers) shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Two-thirds of the incumbent Directors (including one of more of the officers) shall constitute a quorum for the transaction of business via an electronic vote of the Directors. G. Manner of Acting. The act of the majority of the Directors present at a

meeting of the Directors or participating in an electronic vote at which a quorum is present or participating shall be the act of the Board of Directors unless a greater number is required under the Articles of Incorporation, these Bylaws or any applicable laws of the State of Missouri. H. Vacancy on the Board. If for any reason there arises a vacancy on the Board, the remaining Board members shall appoint a member eligible to serve on the Board to fill the vacant position until the next Fall election, at which time the vacated Board position will be filled pursuant to the election. The member appointed by the Board to fill the vacancy will be eligible to run for the vacated Board position. The winner of the election for the vacated Board position shall be installed for a term equal to the remainder of the original vacated term. I. Removal of Director. Any Director may be removed for cause by a vote of seven of the Directors on the Board. For purposes of this section, the term for cause includes, but is not limited to: a Directors inability to fulfill the requirements of the position due to health reasons; a felony conviction; self dealing without disclosure to the detriment of CMICthe Corporation; the repeated failure to attend Board meetings without a legitimate reason for absence; and the repeated failure to abide by the rules and regulations of the club. J. Committees. The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish from time to time one or more committees, each of which shall consist of one (1) or more directors, under such terms and with such powers as shall be specified in such resolution. 1. Committee purpose: The Committees are designed to work as

advisors on the various functions of the club. They will advise and assist AGC and the Board to provide input, assistance and feedback on all activities in their categoryjurisdiction. 2. Committee makeup: There will be four three standing committees. Each standing committee will be made up of up to six (6) Board-appointed club members and one (or more) Board member(s). Each standing committee will be chaired by one (1) Board member. The

Board member representative will be the liaison between the committee and the Board. The Standing Committees are: A. Standing Committees: 1) Grounds & Greens: Will serve as advisors on all golf course related items, such as course development, course layout and conditions, projects, maintenance, etc. 2) Golf: Will serve as advisors to the Golf Professional on Pro shop functions as applies to the membership. Activities might include merchandise, cart service and performance, members golf events, etc. 3) Pool: Will serve as advisors on the swimming pool and surrounding areas in cleanliness, safety, activities, service and maintenance, etc. 4) Food & Beverage & Activities: Will serve as advisors on food and beverage services as related to club members for both the upstairs and downstairs (fireside/pool) areas. They will advise and assist AGC on club activities other than golf events. Activities may include Memorial Day, 4th of July, New Year Eve Party, etc.
1) Grounds &Facilities:
Serve as advisors on the golf course, pool, buildings, other improvements and the property including maintenance, repair and capital improvement needs.

2) Golf:
Serve as advisors on member-related golf activities such as tournaments and other events.

3) Social/Activities:
Serve as advisors on all non-golf related activities including food and beverage services and menus, social events, childrens programs and the like.

3.

Committee Members: Each non-Director standing committee

member shall serve a two (2) year term, with the terms of the committee members being staggered such that the Board will appoint two (2) new committee members each year. The outgoing committee members may not serve on the same committee for two (2) years unless approved by the Board. The members of the standing Committees shall be appointed at the beginning of each year after the election of new officers. The Board may, in its sole discretion, remove any Committee member from a Committee with or without cause. 4. Meetings. Meetings will be called by the Chairperson (Board Member). All meeting notifications should be made at least two (2)one weeks in advance 5. Special Committees. The Board may from time to time create such additional committees as the Board determines may be helpful in the operations of the Board. Any such committee shall operate as directed by the Board, and shall consist of as many members as deemed appropriate by the Board. ARTICLE V OFFICERS A. Number and Election. The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. The Board of Directors may also elect one or more additional Vice Presidents, Assistant Secretaries and Assistant Treasurers. Officers shall be elected by a majority of the Board members and said officers shall hold office at the pleasure of the Board for a term of one (1) year or more if so decided by the Board of Directors or until their successors shall have been elected and qualified. Where a vacancy occurs in an office, it may be filled by the Board for the unexpired term. No Board member may hold more than one office. B. President. The President shall be the chief executive officer of the Corporation. The President shall preside at all meetings of the Board of Directors, shall have the power to transact all of the usual, necessary and regular business of the

Corporation as may be required and, with such prior authorization of the Board as may be required by these Bylaws, to execute such contracts, deeds, bonds and other evidences of indebtedness, leases and other documents as shall be required by the Corporation and, in general, the President shall perform all such other duties incident to the office of President and chief executive officer and such other duties as may from time to time be prescribed by the Board of Directors. Provided, however, that the President shall not have the authority to legally bind the Corporation to any contract or other indebtedness in an amount in excess of Five Thousand Dollars ($5,000.00) without the prior written consent of a majority of the Board. C. Vice President. The Vice President shall act as chief executive officer in the absence of the President and, when so acting, shall have all the power and authority of the President. Further, the Vice President shall have such other and further duties as may from time to time be assigned by the Board of Directors. D. Secretary . The Secretary shall record and preserve the minutes of the meetings of the Board of Directors shall cause notices of all meetings of the Board of Directors and shall perform all other duties incident to the office of Secretary or as from time to time directed by the Board of Directors or by the President. E. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds of the Corporation, shall deposit such funds in such bank or banks as the Board of Directors may from time to time determine, and shall make reports to the Board of Directors as requested by the Board. The Treasurer shall see that an accounting system is maintained in such a manner as to give a true and accurate accounting of the financial transactions of the Corporation, that reports of such transactions are presented promptly to the Board of Directors, that all expenditures are made to the best possible advantage, and that all accounts payable are presented promptly for payment. The Treasurer shall further perform such other duties incident to the office and as the Board of Directors or the President may from time to time determine. F. Removal and Resignation. Any officer may be removed, with or without cause, by the vote of a majority of the entire Board of Directors at any meeting of the Board. Any officer may resign at any time by giving notice to the Board of Directors, the President or the Secretary. Any such resignation shall take effect at the time notice is

given, and unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective. ARTICLE VI GENERAL PROVISIONS A. Contracts, Etc, How Executed. Except as in these Bylaws otherwise provided or restricted, the Board of Directors may authorize any officer or officers, or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and, unless so authorized, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for purpose or in any amount unless in the ordinary course of business. B. Loans. Unless in the ordinary course of business, no loans shall be contracted on behalf of the Corporation and no negotiable paper shall be issued in its name, unless and except as authorized by the Board of Directors in accordance with the provisions of these Bylaws. To the extent so authorized, any officer or agent of the Corporation may effect loans and advances at any time for the Corporation from any bank, trust company, or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation, and when authorized as aforesaid, may pledge, hypothecate or transfer any and all stocks, securities and other personal property at any time held by the Corporation as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, and to that end may endorse, assign and deliver the same. C. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation with such banks, bankers, trust companies or other depositaries as the Board of Directors may select or as may be selected by any officer or officers, agent or agents of the Corporation to whom such power may be delegated from time to time by the Board of Directors. D. Checks, Drafts, etc. All checks, drafts or other orders for the payment of

money, notes, acceptances or other evidence of indebtedness issued in the name of the Corporation shall be signed by the President, or in the Presidents absence by the Vice President, or the Treasurer or such officer or officers, agent or agents of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors in accordance with the provisions of these Bylaws. Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositaries may be made without countersignature, by the President, Vice President or Treasurer, or by any other officer or agent of the Corporation to whom the Board of Directors, by resolution, shall have delegated such power, or by hand-stamped impression in the name of the Directors. E. General and Special Bank Accounts. The Board of Directors from time to time may authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositaries as the Board of Directors may select and may make such rules and regulations with respect thereto, not inconsistent with the provisions of the Bylaws, as they may deem expedient. ARTICLE VII AMENDMENTS These Bylaws shall be adopted by a majority of the Board of Directors. Changes and amendments to these Bylaws are subject to approval of the membership, with such approval being established pursuant to either a membership vote at a regular meeting of the membership or by written ballot mailed or emailed to members eligible to vote on the amendment of the bylaws, with said method of voting being determined by the Board. The following classes of members are eligible to vote on the amendment of the Bylaws: Full Golf, Social and In-Kind members, any of which must be that are in good standing to be eligible to vote. If the vote on the proposed amendment is to be taken at a membership meeting, the Board will provide notice of the meeting and the topic of the meeting in accordance with law. If the vote to amend the Bylaws is to be by written ballot, the Board will provide notice to the membership of the upcoming vote in accordance with law Further, in the case of a vote by written ballot, the Board will establish a record date to determine the members eligible to vote by on the proposed

changes to the Bylaws. The Board will then cause a ballot to be mailed or emailed to all Full Golf, Social and In-Kind either at the address to which the monthly club bill is mailed or to the email address associated with the members membership account, together with a copy of or a summary of the proposed amendment(s). The ballot will state the rules governing the election, including the date upon which the ballot must be received in order to be counted and the number of ballots that must be received in order to constitute a quorum. Members may also appoint a proxy for the purpose of casting their ballot. The proxy may be in favor or another member eligible to vote, or in favor of the Board. The proposed Bylaws will be accepted if more than fifty percent (50%) of the ballots properly received are cast in favor of the proposed Bylaws. ARTICLE VIII CORPORATE SEAL The Board of Directors may elect to adopt a corporate seal, which (if one is adopted) shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words Corporate Seal and Missouri. ARTICLE IX FISCAL YEAR The fiscal year of the Corporation shall begin January 1 and ending December 31. ARTICLE X INDEMNIFICATION Each person who is or was a director or officer of the Corporation, including the heirs, executors, administrators, or estate of such person, shall be indemnified by the Corporation to the full extent permitted or authorized by the laws of the State of Missouri, as now in effect and as hereafter amended, against any liability, judgment, fine, amount paid in settlement, costs and expenses including attorneys fees, incurred as a result of any claim arising in connection with such persons conduct in his or her capacity, or in connection with his or her status, as a director or officer of the Corporation. The indemnification provided by this bylaw provision shall not be

exclusive of any other rights to which he or she may be entitled to under any other bylaws or agreement, vote of disinterested directors, or otherwise, and shall not limit in any way any right that the Corporation may have to make different or further indemnification with respect to the same or different person or classes of persons. Adopted _____________. _________________________________ Secretary