The Club at Bella Collina - Membership Plan (6 of 6)
CONVERSION TO EQUITY CLUB
Within ninety (90) days after the completion of all of the Club Facilities (including the Additional Club Facilities as hereinbefore described), as determined by the Company in its discretion, a vote of the Golf and Sports Members in Good Standing (the “Equity Conversion Members”) will be held to determine whether or not the Club should be converted to an Equity Club (“Equity Conversion Vote”). If a majority of the votes cast by the Equity Conversion Members are in favor of conversion, the Club will be converted to an Equity Club. In such a vote, Golf Members in Good Standing will be entitled to three (3) votes per Membership and Sports Members in Good Standing will be entitled to one (1) vote per Membership. See the Rules and Regulations for rules governing the Member vote, including quorum requirements.
Further, if either the Equity Conversion is not approved by a majority vote of the Equity Conversion Members voting, or less than ninety-five percent (95%) (or such lower percentage determined by the Company in its discretion) of non-equity Members pay the required Conversion Payments during the Initial Conversion Period, the Company may (i) rescind the Equity Conversion and continue to operate the Club in accordance with this Membership Plan, excluding the “Conversion to Equity Club” section, or (ii) at the Company’s option, resubmit the Equity Conversion to a vote of the Equity Conversion Members at a later date, in which case, the “Conversion to Equity Club” section shall be reinstated. If the Company rescinds the Equity Conversion and thereafter resubmits the Equity Conversion to a vote of the Equity Conversion Members at a later date, each Member’s Conversion Payment set forth in his or her Membership Agreement will increase based on the percentage increase in the Consumer Price Index from the date of the first vote on the Equity Conversion until the date of the subsequent vote approving the Equity Conversion. For purposes hereof, the “Consumer Price Index” shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers, United States City Average, All Items (1982-84=100), or any successor thereto, as promulgated by the Bureau of Labor Statistics of the United States Department of Labor. In the event that such Consumer Price Index (or such successor index) is not available, a reliable governmental or other non-partisan publication evaluating information used in determining the Consumer Price Index shall be used.
Equity Membership shall constitute an ownership interest in a not-for-profit corporation (“Equity Club”) to which the Club Facilities will be conveyed.
Equity membership plan documents and due diligence
Equity Memberships will be offered in accordance with an Equity Membership Plan and related documents. The Equity Membership Plan and related documents will be prepared by the Company and its counsel and will be sent to Golf and Sports Members before the Equity Conversion Vote. The Equity Membership Plan shall incorporate the “Conversion to Equity Club,” “Transfer Upon Sale of Residence or Homesite” and “Transfer Through Waiting List” provisions of this Membership Plan, and the maximum number of Equity Memberships in each category shall equal the maximum number of non-equity Memberships in each category.
At least six (6) months prior to the anticipated Equity Conversion Vote, as determined by the Company in its sole discretion, the Company shall use its best efforts to deliver to the Transition Committee (or the Advisory Committee if the Transition Committee has not then been established by the Advisory Committee) the following due diligence materials: (i) title insurance commitment, with hard copies of all exceptions listed therein, (ii) plat or survey and legal description of the Club real property (“Club Real Property”), (iii) any inspection reports or environmental audits not previously provided to the Advisory Committee, (iv) the proposed Equity Membership Documents, (v) financial statements reflecting Club operations and the most current budget (which will be the budget for the then next Membership year if the date six (6) months before the expected conversion date is within two (2) months of the next Membership year), (vi) list of all equipment, (vii) the proposed deed and other transfer documents, (viii) copies of all assignable licenses, permits, contracts (other than employment contracts, which shall be provided to the Transition Committee at least two (2) months before the Turnover Date) and leases, (ix) material Club Facilities construction drawings to the extent available, (x) inspection reports for the golf courses, the Clubhouse, and tennis courts (if any are added) (“Pre-Conversion Inspection Reports”), and (xi) list of Members and Membership deposits paid. Management shall meet with the Transition Committee and any legal counsel retained by the Transition Committee or Advisory Committee to review these materials at least two (2) months before the Equity Conversion Vote.
Transfer of club facilities at conversion
Within ninety (90) days after the end of the Initial Conversion Period (“Equity Conversion Date”), the Company shall cause all Club Facilities listed in the “Club Facilities” section of this Membership Plan, plus the Club parking lots, and furniture and equipment owned by the Company and used in Club operations, to be transferred to the Equity Club (unless the Equity Conversion is rescinded by the Company due to an insufficient number of Equity Conversion Members paying the Conversion Payments as described in the “Equity Conversion” section above). Specifically, the Company shall cause the following to occur:
(a) cause fee simple title to the Club Real Property to be conveyed in its “where is, as is” condition, subject to the inspection provisions of this Membership Plan, to the Equity Club by special warranty deed, free and clear of all mortgage indebtedness, subject to the zoning and other regulations imposed by governmental authorities, taxes for the year of the transfer and all subsequent years, and all easements, dedications, agreements, licenses, restrictions, covenants, conditions, rights-of-way and other matters affecting title then applicable to the real property as granted, imposed or suffered to be placed upon the real property by predecessors in title or the Company;
(b) cause to be issued, at the Company’s sole expense, a standard coverage owner’s title insurance policy in the amount of the value of the real property, insuring the real property, subject to those standard exceptions customarily contained in owner’s title insurance policies issued in the State of Florida, and other matters referred to above;
(c) deliver to the Equity Club a bill of sale (without recourse to the Company) for equipment (including transferable computer equipment and software, except certain proprietary software as determined by the Company), furniture and fixtures used in the operation of the Club and owned by the Company on the conversion date, which equipment, furniture and fixtures will be itemized in the bill of sale;
(d) deliver to the Equity Club an assignment (without recourse to the Company) of all contracts held by the Company as of the conversion date, which are assignable; and
(e) deliver to the Equity Club an assignment (without recourse to the Company) of all assignable permits which relate exclusively to the Club Facilities and any warranties which have been received by the Company as of the date of such transfer.
On the Equity Conversion Date, the Equity Club will assume and agree to perform all debts, liabilities, obligations, contracts, and leases that are incurred by the Club in the ordinary course of business, including any reciprocal and access agreements.
The consideration received by the Company for the transfer of the Club Facilities to the Equity Club will be an amount equal to the proceeds from the initial issuance of all Equity Memberships permitted to be issued, including the Applied Membership deposits and Conversion Payments (as both terms are hereinafter defined) received from the conversion of Memberships in the Club to Equity Membership and Membership contributions received from the initial issuance of the unissued Equity Memberships remaining after the Initial Conversion Period. Proceeds from reissuance of resigned Equity Memberships (after the refund to the resigned Equity Members) will be deposited in a Club Fund for the benefit of the Equity Club.
Governance of equity club
The Company shall be responsible for operating deficits until the Turnover Date (as hereinafter defined).
The Equity Club will be governed by a Board of Directors in accordance with the Equity Membership Documents. The Board of Directors will be responsible for the governance and administration of the affairs and property of the Club, setting dues and charges for Members, establishing rules and regulations and, in general, control of the management and affairs of the Equity Club. The Board of Directors will be appointed by the Company until the Turnover Date and elected by the Equity Members after the Turnover Date in accordance with the Equity Membership Documents.
The “Turnover Date” will be the earlier of (i) the sale of all Memberships permitted to be issued, or (ii) any earlier date on or after the Equity Conversion Date determined by the Company in its discretion, provided the Equity Club’s accounting firm has reviewed the operating results of the Equity Club and confirmed that the Equity Club operated during the preceding twelve (12) month period without an operating deficit. In the event the Club Facilities are completed after the sale of all Memberships permitted to be issued, the Turnover Date will occur on the Equity Conversion Date.
Inspection prior to turnover
Immediately prior to the Turnover Date, an inspection will be conducted to determine whether the Club Facilities are in good working order, excepting ordinary wear and tear and any repairs set forth in the Pre-Conversion Inspection Reports. The inspectors will be selected in the sole discretion of the Company and will be independent inspectors, architects or engineers licensed by the State of Florida. Any repairs called for in the inspection reports as necessary for the Club Facilities to be in good working order, ordinary wear and tear excepted (excluding repairs set forth in the Pre-Conversion Inspection Reports), will be repaired at the Company’s sole expense before the Turnover Date.
On the Turnover Date, all equipment of the Equity Club shall be in good working order, ordinary wear and tear excepted.
Individual non - equity member conversion to equity membership
If the Club is converted to an Equity Club after Equity Conversion Members vote in favor of such conversion, existing non-equity Members must convert their individual Memberships to Equity Membership in the corresponding category within sixty (60) days after the date of the notification to Members of the Equity Conversion Member’s vote approving the Equity Conversion (or longer period if extended by the Company) (“Initial Conversion Period”) by (i) signing a Membership Purchase Agreement which provides for the application of the Membership Deposit to the required Equity Membership contribution (“Applied Membership Deposit”) and the termination of the right of the Member to a refund of the Applied Membership Deposit at the end of thirty (30) years after issuance of the Membership, and (ii) paying the additional amount set forth in the Membership Agreement (“Conversion Payment”). The Conversion Payment for each Equity Conversion Member shall be fixed in the Member’s Membership Agreement, but the Company may change the amount of Conversion Payment for future Members from time to time. The failure of a Member who owns a residence or homesite in Bella Collina to pay the Conversion Payment may result in the imposition of a lien on the residence or homesite in accordance with the Declaration.
Refund of membership contribution
The amount to be refunded upon resignation and reissuance of the Equity Membership or death of Equity Member and reissuance of Equity Membership would be eighty percent (80%) of the then current Membership Contribution. The twenty percent (20%) of the Membership Contribution paid by a successor Member before the Turnover Date, which is not paid to the resigned Member, will be deposited in a Club Fund, and may only be used before the Turnover Date as directed by a majority vote of the Equity Members. The deposit of such amount into the Club Fund occurs only upon reissuance of a resigned Equity Membership or Equity Membership of deceased Member; there shall be no deposit of any amount upon reissuance or recall of a non-equity Membership. The amount paid to a resigned non-equity Member or estate of deceased non-equity Member is governed by the “Refund of Membership Deposit” section of this Membership Plan.
THE CLUB AT BELLA COLLINA MEMBERSHIP PLAN INDEX OF DEFINED TERMS
“Applied Membership Deposit” means the Membership Deposit that a member and the Company agree to apply to the membership contribution for Equity Membership after an Equity Conversion, as set forth in “Individual Non-Equity Member Conversion to Equity Membership” section of this Membership Plan.
“Club” means The Club at Bella Collina f/k/a The Bella Collina Club.
“Club Facilities” has the meaning set forth in the “Membership Features and Facilities” section of this Membership Plan.
“Club Real Property” will be real property to be transferred to the Equity Club, as described in the legal description and plats or survey to be delivered by the Company to the Transition Committee or Advisory Committee, as set forth in the “Equity Membership Plan Documents and Due Diligence” section of this Membership Plan.
“Clubhouse” means the Bella Collina Clubhouse.
“Conversion Payment” means the payments made by Members in the Club who convert their Membership to Equity Membership, as set forth in “Individual Non-Equity Member Conversion to Equity Membership” section of this Membership Plan and in each Member’s Membership Agreement.
“Equity Club” has the meaning set forth in the “Conversion to Equity Club” section of this Membership Plan.
“Equity Conversion” means the conversion of the Club into an Equity Club.
“Equity Conversion Member” has the meaning set forth in the “Conversion to Equity Club” section of this Membership Plan. .
“Equity Conversion Vote” has the meaning set forth in the “Conversion to Equity Club” section of this Membership Plan.
“Equity Membership” means a Membership in the Equity Club.
“Equity Membership Documents” means the Membership documents of the Equity Club.
“Golf Member” means a Member in Good Standing holding a Golf Membership.
“Golf Membership” means the category of Membership having golf privileges as described in the “Membership Categories and Privileges” section of this Membership Plan.
“Good Standing” has the meaning set forth in the “Dues and Charges” section of this Membership Plan.
“Initial Conversion Period” means the sixty (60) days after the date of the notification to Members of the Member vote approving the Equity Conversion (or longer period if extended by the Company), as set forth in “Individual Non-Equity Member Conversion to Equity Membership” section of this Membership Plan.
“Member” has the meaning set forth in the “Membership Features and Facilities” section of this Membership Plan.
“Membership” has the meaning set forth in the “Membership Features and Facilities” section of this Membership Plan.
“Membership Deposit” has the meaning set forth in the “Membership Deposit” section of this Membership Plan.
“Reissuance Refund” means the payment to be made to a resigned Member as set forth in the “Refund of Membership Deposit” section of this Membership Plan after reissuance of the resigned Membership.
“Rules and Regulations” mean the rules and regulations of the Club, as published by the Club from time to time.
“Sports Member” means a Member in Good Standing holding a Sports Membership.
“Sports Membership” means the category of Membership having social, but not golf, privileges as described in the “Membership Categories and Privileges” section of this Membership Plan.
“Turnover Date” means the date after equity conversion after which Equity Members elect the Board of Directors, as determined in accordance with the “Conversion to Equity Club” section of this Membership Plan.