ARTICLE I

NAME AND OBJECTIVE

This club is incorporated and organized under the laws of North Carolina under the name of SLEEPY CREEK CLUB, INC. and for the main purpose of establishing and maintaining suitable community facilities for members and their families.

ARTICLE II

MEMBERSHIP

SECTION 1: Membership of the club shall be limited to not over one hundred and twenty-five (125) members. When the term he, him, his or any other masculine reflection appears throughout this document it shall be interpreted to indicate both male and female.

SECTION 2: Election of Members: All candidates for membership shall be proposed by one member and seconded by another and before becoming a member shall be elected by the Board of Directors. Applications shall be in writing and signed by the applicant. The name and residence of each candidate, together with the completed application shall be thereupon brought before the Board of Directors at a regular or special meeting for consideration. The application may be acted upon at the meeting provided all Directors present agree that sufficient knowledge of the applicant is at hand. Otherwise the President shall appoint a committee of three to investigate the applicant and report at the next regular or special meeting. The vote on all applicants will be by secret ballot. Should an applicant receive none or one negative vote, he shall be tabled until the next regular meeting of the Board, at which time the application shall again be voted on, provided however that following the initial balloting the President will appoint a special committee to investigate the applicant and report findings to the Board prior to the second balloting. Three or more negative votes will disqualify the applicant for membership in the club. The application for candidates who wish to be voted on in order to make them eligible to buy an active membership from a regular member shall be handled in the same manner as the application for new members except that they shall not be voted on until and unless the selling member has given the Board of Directors a statement that he has sold his membership to the proposed candidate subject to election of said candidate by the Board of Directors.

No application shall be received from a candidate who has been rejected until a period of six months has elapsed.

Before an application can be considered the initiation fee currently in effect must be paid. Said fee to be returned if applicant is rejected.

SECTION 3: Certificate of Membership of this corporation shall be issued on such terms and conditions as the Board of Directors may determine.

SECTION 4: Upon assignment of a lot to a member, a deed to such lot shall be executed and delivered to said member. Until deed to said lot has been properly recorded, membership shall be considered incomplete and invalid. The Board of Directors, through the Club attorney, will insure that the deed is recorded within 30 days. Said deed to contain a provision that in the event the member shall desire to sell the lot and membership, the Club shall be given first option to purchase at a price not in excess of the price obtainable from other sources.

SECTION 5: No membership may be sold until and unless such person taking over membership is elected by the Board of Directors to become a member of Sleepy Creek Club, Inc.

SECTION 6: Family Members: The wife / husband of any regular member, together with Grandfathers, Grandmothers, Fathers, Mothers, Sons, Daughters, Sons-in-law, Daughters in-law, Grandsons and Granddaughters of such members shall by virtue of that relationship be considered family members and entitled to the privileges of the Club.

SECTION 7: In case of the demise of a member, his membership is cancelled. However, the legal wife / husband of any deceased member shall become a member upon application for membership, initial application fees waived, and voted upon by the Board in the regular manner. Should no spouse be living then the legal process of the State of N.C. will determine heir to all properties. Should said individual (heir) be a family member, as outlined in Article II, Section 6, and wishes to become a Club member then they should file application for membership. Upon approval of the Board, initial application fees waived, they shall become a member of this Club. If heir is not a family member, as outlined in Article II, Section 6, then normal application procedures must be followed.