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Articles of Incorporation2018

2Articles of Incorporation

3e members of Riverside Country Club, a Montana nonprot corporation, do hereby restate the Articles of Incorporation as follows: ARTICLE I: Namee name of the Corporation shall be “e Riverside Country Club.”ARTICLE II: Duratione Corporation’s period of duration is perpetual. ARTICLE III: Objects And Purposese Corporation is organized exclusively for educational purposes and the mutual benet of the membership within the meaning of Section 501(c) (3) of the Internal Revenue code of 1954, as well as to operate facilities for recreational use. e objects and purposes of this Corporation are:1. To organize and associate persons who are mutually interested in the social and recreational aspects of a country club and every other recreational facility that a country club might oer the members, including but not limited to swimming and tennis.2. To provide for the operation of a golf course in the county of Gallatin, State of Montana, and for other purposes of the Corporation and the convenience of the members, and in addition to provide any other facilities that the members may desire to construct. 3. To accumulate funds to use for the operation of a golf course or other recreational facilities for the use and enjoyment of the members and for the purposes of holding tournaments, exhibitions and any other allied recreation purposes in accordance with these articles, the bylaws of the Corporation, and the desires of the members, so long as they are not inconsistent with the Articles of Incorporation.4. To obtain the necessary licenses for food, liquor, and gambling, and to buy, sell and deal in all kinds of refreshments required by persons frequent in the Corporation’s facilities.5. To purchase, take or lease or otherwise acquire and lands, buildings, easements, or property, real and personal, which may be requisite for the purpose of or capable of being conveniently used in connection with any of the objects of the Corporation, and in

Articles of Incorporationthe purpose of the Corporation in such a manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientic purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954, as the Directors shall determine, Any such assets not so disposed of shall be disposed of by the District Court of the county in which the principal oce of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purpose. ARTICLE IV: Registered Oce Of e Corporatione registered oce of the Corporation is: e Riverside Country Club, 2500 Springhill Road, Bozeman, Montana 59718. ARTICLE V: Registered Agente registered agent is the Board of Directors’ President, at the above address.addition, to borrow money and to execute promissory notes or any other evidence of indebtedness necessary or proper for carrying out the purposes of the Corporation.6. is Corporation does not contemplate pecuniary gains or benets to the members thereof, nor does it contemplate the destruction of pecuniary gains or prots to the members thereof. 7. To raise money by initiation fees, dues or assessments, and to grant any rights and privileges to the members that the Board of Directors may deem advisable.8. Upon the dissolution of the Corporation, the Directors shall, aer paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation, exclusively in the following manner; all of the residuary assets, aer payment of all creditor’s claims and obligations of said Corporation, shall be distributed to the State of Montana for the use and benet of Montana State University, located in Bozeman, Montana, and that no member or individual shareholder of said Corporation shall share in or in any way benet by the distribution of said assets in the event of dissolution. In the event that Montana State University, or any of its nancial components elect not to receive the above funds, then the Directors shall dispose of all the assets of the Corporation, exclusively for 4

5ARTICLE V: MembershipMembership is open to all persons regardless of race, creed, gender, or national origin, subject to approval by the Board of Directors. All members shall be subject to dues and assessments as may from time to tome by determined by the Board of Directors. All classications of membership designated as eligible to vote, shall have the right to vote at all meetings for all purposes and for the election of Directors. All members shall, upon payment of dues and assessments, have access to all the privileges and facilities designated in their membership classication that are owned, leased or otherwise operated by the Corporation. All members who have paid their dues or assessments shall have access to the records and books of account of the Corporation.ARTICLE VII: GovernmentSECTION 1. e number of Directors of the Board of Directors of this Corporation shall be nine. e direction of the corporation’s work, and the control of its property shall be vested in the Board of Directors, to be elected as provided for in the bylaws.SECTION 2. e ocers of this Corporation shall consist of a President, a Vice President, a Secretary and a Treasurer.SECTION 3. e duties of the ocers and Board of Directors shall be provided for in the bylaws. ARTICLE VIII: AmendmentsSECTION 1. ese Articles of Incorporation may be amended by a two-thirds (2/3) vote of the voting members in good standing in attendance at any regular meeting, or at any special meeting called for that purpose, provided that such proposed amendment shall be plainly stated in the call for the meeting at which the same is to be considered.5

Articles of Incorporation6ARTICLE IX: Liability of Directorse Board of Directors and individual Directors shall not personally liable to the Corporation or the members for monetary damages for breach of duciary duty as a director, except:(a) For the breach of a director’s duty of loyalty to the Corporation or its members;(b) For acts or omissions that constitute willful misconduct, recklessness, or a knowing violation of law;(c) For directing or assenting to any distribution contrary to the provisions of the Montana Nonprot Corporation Act or contrary to any restrictions contained in the Articles of Incorporation; or(d) For transactions for which a director derives an improper personal benet. ARTICLE X: Approval Dateese restated Articles of Incorporation were approved at the annual meeting of the Corporation on December 16, 1991, and supersede the original Articles of Incorporation and all amendments thereto.

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