The current bylaws of the Association are as follows concerning membership:

Article II Membership

Section 1. Membership in the 'Club' shall be limited to owners of beneficial interest in 'HICKORY HILLS TRUST NUMBER 1'.

Section II Owners of beneficial interest in 'HICKORY HILLS TRUST NUMBER 1' must be members of the unincorporated association ('Club') known as "HICKORY HILLS"

Section III In accordance with the Land Trust Agreement Number 1, known as "HICKORY HILLS TRUST NUMBER 1," maximum membership in the 'Club' shall be limited to twelve (12)

Section IV Membership shall be continuous during the ownership of said beneficial interest provided, however, that said membership may be terminated for violation of the rules as adopted by the membership as set forth under the authority of these BY-LAWS.

Section VI Membership approval shall be contingent upon the proposed member's signed agreement to comply with the BY-LAWS and rules and regulations as duly adopted by the membership.

Section VII Members shall have voting privileges representing their fractional beneficial interest in the 'Club'. Each beneficial interest shall be assigned one(1) vote.

ARTICLE III Meetings

Section V Quorum: A majority of the total membership shall constitute a quorum for the transaction of business.

Section VI Rules of Conduct: All meetings of the 'Club' shall be conducted in accordance with current recognized publications of parliamentary procedures such as 'Robert' Rules of Order, Revised.'

The question has arisen concerning a proposed member have been accepted into the "Club' during a regular meeting and having received a100% vote of the total membership. The new member has failed to sign the agreement pages (see attached pages) as specified in Article II, Section VI as shown above. Is that member entitled to the following privileges of the 'Club?':

A. Considered a member to constitute a quorum for the transaction of business?

B. Considered a non member with no voting privileges, but still able to constitute a quorum for the transaction of business?

C. If he/she is considered a non member until they sign as stipulated above is the membership in the 'Club' different. (Example if all had signed, the total membership would be 10 and a quorum would be 6 of 10 of the total membership, if they do not sign is the total membership for a quorum then 5 of 9 since the member has not signed the agreement pages).

How do we view the member until he agrees to sign? Is his/her membership suspended until he signs (contingent upon members signed agreement?).

39 Quorum Order of Business and Related Concepts - Roberts Rules of Order, Newly Revised, 9th Edition, page 339 states',

" As indicated on pages 19-20, a quorum in an assembly is the number of members entitled to vote who must be present in order that business can be legally transacted. The quorum refers to the numbers of such members present, not the number actually voting on a particular question."

43 Voting - Roberts Rules of Order, Newly Revised, 9th Edition, page's 397, & 398-399 (including a footnote) states,

"By modifying the concepts.... (1) the proportion that must occur - as a majority, two thirds, three fourths, etc., and (2) the set of members, to which the proportion applies - which (a) when not stated, is always the numbers of members present and voting (assuming there are no illegal voters), but, (b) can be specified by rule as the number of members present, or the total membership, etc."

" A prescribed requirement of a majority of the entire membership* - which in certain circumstances may be appropriate in permanent boars, where the members ..." *In the case of the body having a legally fixed membership - for example, a permanent board - it is also possible to define a voting requirement as a majority of the fixed membership, which is greater than a majority of the entire membership if there are vacancies on the board. Thus, in a board whose membership is legally fixed at 12, if 2 of the members have died and their successors have not been named, a majority of the entire membership is 6, and a majority of the fixed membership is 7." ....

Another possible problem exists in that the member in question has been in the organization for approximately 3 years, the agreement pages kept in a lock box with other Club records. The members was had prior meetings to review and sign the pages. His last review was 1/24/99 and minutes reflect his having the document but upon a review by the Secretary the member did not sign. The next review took place 5/99 due to the Club meeting to bring disciplinary action on another member. A letter was mailed to the member in question requesting that he sing the agreement pages. As of this date the member has not.

attachments Agreement pages of the By-Laws and Rules Pages

AGREEMENT

ADOPTED January 16, 1992

We, the undersigned, being all of the beneficial owners of the Hickory Hills Land Trust, hereby confirm the Hickory Hills By-Laws hereto attached and made a part hereof, and in consideration of the mutual promises herein, do promise and agree to observe and comply with said By-Laws, and consent to the imposition of any sanctions that may be imposed by virtue of the enforcement of said Rules.

Witness our hands and the date of execution by each of us set beside our respective name:

Name Date

AGREEMENT

ADOPTED January 16, 1992

We, the undersigned, being all of the beneficial owners of the Hickory Hills Land Trust, hereby confirm the Hickory Hills Rules hereto attached and made a part hereof, and in consideration of the mutual promises herein, do promise and agree to observe and comply with said Rules, and consent to the imposition of any sanctions that may be imposed by virtue of the enforcement of said Rules.

Witness our hands and the date of execution by each of us set beside our respective name:

Name Date

- B.A.S., Oct. 24, 1999

A: Be advised that I am not an attorney, that your questions may have legal implications, and that the opinions below are based solely on parliamentary law.

Although Hickory Hills has invited him to become a member, he has declined or, at best, not yet joined. There are several implications.

• He has no rights of membership, including the right to attend meetings. His attendance is solely as an invited guest.
• Since he is not a member, he in no way effects the quorum.
• He should not be considered a suspended member.
• If he holds office, that office should be declared vacant.
• If he has paid any membership fees, dues, fines, or other assessments, then you should consult with an attorney about assumption of membership and about financial liabilities.
• Any past actions taken by the Club in which he participated as if he were a member should be reviewed and discussed with an attorney. Questions should include whether a quorum was present, and whether his vote effected the outcome of a motion or election.