COMPLETEPACKET

FRENCHMAN’S CREEK, INC. AMENDMENTS TO GOVERNING DOCUMENTS SATURDAY, OCTOBER 28, 2023 LIMITED PROXY

The undersigned hereby appoints Jeffrey Parker and/or Martin Krall as Proxy, with power to appoint his substitute, and authorizes him to represent me for purposes of establishing a quorum at the SPECIAL MEETING of Frenchman’s Cree k, Inc., exercise general powers on my behalf to vote on all procedural and administrative matters and to vote on proposed Amendments to the Governing Documents to be held on Saturday, October 28, 2023, at 2:30 p.m. or at any adjournment thereof. PROPOSED AMENDMENTS TO THE F RENCHMAN’S CREEK, INC. MERGED, AMENDED AND RESTATED BY-LAWS 1. Article V. Board of Governors

YES NO ❒ ❒

Section 1, Number and Qualifications, and Section 3, Elections, Paragraphs (C) and (D)

Article VI. Meetings of Board of Governors Section 3, Meetings/Sunshine, Paragraph (C).

(Please check one box above)

Provides for a staged reduction in the size of the Board from 15 to 12 members .

(See Proposed Amendment and Memorandum)

Article V. Board of Governors Section 2. Nominating Committee

2.

YES NO ❒ ❒

Provides for a change in the method of choosing the Nominating Committee from random to a Selection Committee. Also reduces the Nominating Committee size from 15 to 9 and permits all Members to apply for the Nominating Committee each year (with certain restrictions) .

(Please check one box above)

(See Proposed Amendment and Memorandum)

PLEASE SIGN AND DATE YOUR PROXY BELOW

SAMPLE 1

Member’s Signature:_________________________________________ ____________________

Print Member Name:_____________________________________________________________

Member Number:_________________________________ Date:__________________________

BALLOT ITEM # 1

Description and Summary Board Reduction

The Board currently has 15 governors serving three-year terms. They are grouped into three classes, each containing five governors. FC’s consultants, GGA, believe that the best practice for communities like FC is for Boards to have between 7 and 9 members, with any reductions in the size of larger Boards to be implemented gradually. The reasoning for a smaller Board is that it can operate more effectively and efficiently, and that a smaller number of governors can more easily be held account table by the Community.

We agree that the size of our Board should be reduced, but that it would be inappropriate and disruptive to make such a drastic reduction at this time.

We therefore propose a staged reduction with the goal of getting to twelve governors by March, 2026. Generally, the proposal is that when the terms of each class expire, four governors would be elected instead of five. For example, in March of 2024 the “class of 2024” would have four, and the other two classes would still have five, leaving a Board of 14. If, however, one vacancy in the class of 2024 occurs before the 2024 election, it would not be filled, meaning the Board size would be 14 earlier than otherwise. If one vacancy in either of the classes of 2025 or 2026 occurs before that governor’s term would have expired, it also would not be filled, meaning that the size of that class and the Board would be reduced earlier than otherwise, but never to less than four and 12 respectively. If two vacancies occur in any class, the second will be filled by the Board pursuant to the current rules. There is another small change on how many Board members are needed to call a Special Board Meeting, given the smaller Board size.

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BALLOT ITEM #1

1. The 1st paragraph in Article V. Section 1 of the By-Laws is hereby deleted and replaced with the following:

ARTICLE V

SECTION 1. NUMBER AND QUALIFICATIONS

The affairs of the Association shall be managed by a Board of Governors (the “ Board of Governors ” ), whose members shall be natural persons who are Members of the Association in good standing. Each person elected to the Board of Governors shall be elected to a three (3) year term, except for a person elected to replace a vacancy in the Board of Governors as provided in these By-Laws. There shall be three (3) classes of Board of Governors members, classified based upon the expiration dates of their terms. The Board of Governors members whose terms expire in March 2024 and every three (3) years thereafter shall be referred to as “ Class A ” Board members. The Board of Governors members whose terms expire in March 2025 and every three (3) years thereafter shall be referred to as “ Class B ” Board members. The Board of Governors members whose terms expire in March 2026 and every three (3) years thereafter shall be referred to as “ Class C” Board members.

Except as provided to the contrary in this Section 1 :

a. The Board of Governors shall consist of fifteen (15) people until the Annual Meeting of the Members in March 2024.

b. Four (4) members of Class A shall be elected in March 2024. Commencing with the Annual Meeting of the Members in March 2024, until the Annual Meeting of the Members in March 2025, the Board of Governors shall consist of fourteen (14) people.

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c. Four (4) members of Class B shall be elected in March 2025. Commencing with the Annual Meeting of the Members in March 2025, until the Annual Meeting of the Members in March 2026, the Board of Governors shall consist of thirteen (13) people. d. Four (4) members of Class C shall be elected in March 2026. Commencing with the Annual Meeting of the Members in March 2026, and thereafter, the Board of Governors shall consist of twelve (12) people.

Notwithstanding the provisions of Article V Section 5(B) of these By-Laws or this Section 1 to the contrary :

x. If one vacancy in Class A occurs prior to the Annual Meeting of the Members in March 2024, it shall not be filled by the remaining members of the Board of Governors (leaving a total of four (4) Class A members), but if more than one vacancy in Class A occurs prior to the Annual Meeting of the Members in March 2024, the additional vacancy(ies) shall be filled as provided in Article V Section 5(B). y. If one vacancy in Class B occurs prior to the Annual Meeting of the Members in March 2025, it shall not be filled by the remaining members of the Board of Governors (leaving a total of four (4) Class B members), but if more than one vacancy in Class B occurs prior to the Annual Meeting of the Members in March 2025, the additional vacancy(ies) shall be filled as provided in Article V Section 5(B). z. If one vacancy in Class C occurs prior to the Annual Meeting of the Members in March 2026, it shall not be filled by the remaining members of the Board of Governors (leaving a total of four (4) Class C members), but if more than one vacancy in Class C occurs prior to the Annual Meeting of the Members in March 2026, the additional vacancy(ies) shall be filled as provided in Article V Section 5(B). By October 1 each year, written notice shall be sent by mail or electronic transmission to each Member to ascertain whether the Member would be willing to serve on the Board of Governors. The notice shall include the form a potential member of the Board of Governors must submit to indicate his or her interest in the Board of Governors. The form indicating interest in the Board of Governors must be completed and submitted by January 1.

2. The 2 nd and 3 rd sentences in Article V. Section 3 (C) of the By-Laws are hereby deleted and replaced with the following:

Each ballot or proxy voted at such election shall contain a vote for the number of vacancies to be filled, including vacancies occurring by reason of death, resignation or otherwise. Any ballot or proxy which contains votes for more or less than such number of candidates shall be deemed void and shall be of no force or effect.

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3. Article V. Section 3 (D) of the By-Laws is hereby deleted and replaced with the following:

(D) The candidates receiving the highest number of votes at the Annual Meeting shall fill the regular three (3) year terms. The candidate(s) receiving the next highest number of votes shall be elected to fill the unexpired term(s) of vacating Board of Governors members in descending order until a full slate is elected.

4. Article VI. Section 3 (C) of the By-Laws t he words “ seven (7) ” are hereby deleted and replaced with “ five (5) ” each time they occur .

(C) A Special Meeting of the Board of Governors must be called in the event five (5) governors request such a meeting in writing to the President setting forth the agenda and timing for said Meeting. The President shall be required, within two (2) business days, to schedule a Special Meeting as provided by the applicable By-Laws. If the President chooses not to call a Special Meeting, the five (5) Board members have the option to convene a Special Meeting in accordance with the written request submitted and such meeting shall be governed by and subject to these By-Laws and applicable Florida Statutes. Only one (1) Special meeting request may be submitted by these five (5) governors for the same or similar matter during the Board’s current term .

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BALLOT ITEM #2

Description & Summary Nominating Committee

As part of the strategic planning project, GGA has reviewed our governance procedures and processes. One area they identified where our process is not consistent with “best practices” among leading clubs is how we select a Nominating Committee to review and appoint candidates seeking to become members of the Board of Governors. According to GGA, most clubs have their Board President, or other members chosen by the Board President, select the Nominating Committee. Our Board realizes that this approach is not feasible or optimal at the current time. However, we do agree with GGA, and the GGA survey confirmed that most members agree, that the current process to pick a Nominating Committee should be improved. The Strategic Planning Committee, working with GGA, the Governance Committee and the Board, has developed a revised process that we believe can be effective and solve most of the issues with our current procedure. This proposal will need to be approved by the Membership for it to be implemented. 1) Instead of being chosen randomly, the Nominating Committee would be selected by a “ Selection Committee ” made up of 7 Members who are on one of the Club’s numerous committees. 2) Members would need to fill out an application to be on the Nominating Committee. 3) The full community would be permitted to apply to be on the Nominating Committee vs. our current process where only 1/3 of the community is eligible to be considered each year. 4) The size of the Nominating Committee would be reduced from 15 to 9, with 3 alternates. There are four key changes to the Nominating Process in this proposal:

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The Details: •

A seven (7) person “Selection Committee” would be chosen from the pool of members that are currently serving on one of the FC committees. We believe active members working on committees will have a good understanding of our community, its issues, and opportunities. The Board also recognizes that when choosing members for a Selection Committee, it must be without any politics or interference from members of the Board nor those appointed to committees by the Board. Therefore, existing Board members as well as any committee Chairs and Vice/Co Chairs will not be eligible to serve as voting members of the Selection Committee or have any influence in its ultimate composition. As with all committees at FC (including the Nominating Committee), a non-voting board liaison will be assigned to the Selection Committee. This non-voting Board member cannot be the President, be on the Executive Committee nor be running for re-election. • Current FC committees will be organized into seven (7) groups. Any committee member, other than Chairs and Vice/Co-Chairs, who would like to be on the Selection Committee would then put their name forward. Once all the names are submitted, one person from each group would be picked at random to be a member of the Selection Committee. The random selection eliminates any posturing or favoritism. Again, the basic premise is that a properly apportioned and impartially selected group of members that are currently serving on our various club committees would represent our club well in selecting a Nominating Committee. • At the same time as the Selection Committee is being established, an application would be sent to all members of the community to seek members who would like to be considered for the Nominating Committee. The Selection Committee would then review submitted applications and select 9 members to form the year’s Nominating Committee, plus three (3) alternates, with the goal of having these twelve (12) individuals be those who view the interests of the community as paramount and, as a group, reflect the diversity of our community. • Once the Nominating Committee is selected, they will carry out their duties as currently outlined in our By-Laws. Other than some timeline changes there are no proposed changes to how the Nominating Committee will operate. As in past years, an application for members seeking to become a member of the next Board will be sent to all members of the community and, as in past years, the Nominating Committee will interview the candidates and choose a slate of candidates to put forth to the Membership equal to the open Board slots. Florida law and our governance documents provide that any member can run by petition and our current rules are consistent with other clubs in our peer group. Then all candidates will present their qualifications and answer questions at a Meet the Candidates forum. One important timeline change is reducing the time between the Meet the Candidates forum and the final vote count from 5 weeks to 2 weeks, reducing the politics that can occur during that time. The vote will still be concluded on the third Saturday in March at the Annual Meeting. Summary The Board, the Strategic Planning Committee, the Governance Committee, and our strategic planning consultant, GGA, all believe the Nominating Committee selection process being presented here for a community vote is significantly better than our current process and we encourage all members to vote YES on these proposed changes. 7

Nominating Process Timeline

TIMELINE FOR SELECTION COMMITTEE

November 1

TIMELINE FOR NOMINATING COMMITTEE Notice sent to all Members asking them to indicate their interest in serving on the Nominating Committee Forms indicating interest in the Nominating Committee must be completed and submitted The members of the Nominating Committee shall be announced on behalf of the Selection Committee Nominating Committee interviews and selects Candidates All members of the committees other than the Chairs and Vice Chairs of the committees shall be sent a notice asking the committee members if they are interested in serving on the Selection Committee Frenchman’s committee members indicate their interest in serving on the Selection Committee The Chairs of each of the committees comprising part of a Group, together with an administrative employee of the Association, shall randomly select a member of the Group to serve on the Selection Committee Notice of the names of the members of the Selection Committee will be sent to all members of the Association The members of the Nominating Committee shall be selected by the Selection Committee and announced to the Members

November 10

November 15

November 16

December 22

November 1

November 30

December 22

3-week period ending on the last Saturday in January

Within 3 days after the last Saturday in January

Nominating Committee sends names of nominated candidates to community

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TIMELINE FOR BOARD ELECTIONS

October 1

Notice sent to all Members asking them to indicate their interest in serving on the Board of Governors Forms indicating interest in the Board of Governors must be completed and submitted Nominating Committee interviews and selects Candidates

January 1

3-week period ending on the last Saturday in January

Within 3 days after the last Saturday in January

Nominating Committee sends names of nominated candidates to community

10 days after the list of nominated candidates is sent out to the community Within 5 days after petitions are received

Petitions due for additional candidates with 40 signatures on petitions

List of all candidates sent to the community

By the last Saturday in February

Candidate’s brochure sent listing all candidates

1st Saturday in March 3rd Saturday in March

Meet the Candidates

Annual Meeting

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BALLOT ITEM #2

Article V. Section 2 of the By-Laws are hereby deleted in its entirety and replaced with the following:

SECTION 2. NOMINATING COMMITTEE

(A) The Nominating Committee will be established to consider Members as potential candidates for the Board of Governors. The Nominating Committee shall be comprised of nine (9) voting members, plus at least three (3) alternate non-voting members. The process for selecting the Nominating Committee members shall be as follows: 1. By November 1 each year, written notice shall be sent by mail or electronic transmission to each Member owning a Lot, to ascertain whether the Member or his or her spouse would be willing to serve on the Nominating Committee. The notice shall include the form a potential member of the Nominating Committee must submit to indicate his or her interest in the Nominating Committee. The letter shall state that responder must be eligible and agree to be available for meetings and interviews for the three (3) week period ending on the last Saturday in January, and recommend that responders should have been active in community affairs, have served on a committee of the Association, and have knowledge of community needs. The form indicating interest in the Nominating Committee must be completed and submitted by November 30. 2. To be eligible for selection to the Nominating Committee, Members (or spouses thereof) must have owned a dwelling in Frenchman ’ s Creek for a minimum of one full year by November 1 preceding selection, and neither they nor their spouses may be a member of or become a candidate for the Board of Governors in the upcoming election. No Member may serve on the Nominating Committee if he or she, or their spouse, has served on the Nominating Committee in any of the last three (3) elections.

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3. Eligibility of any Member who seeks to be selected to the Nominating Committee shall be conditioned upon:

a.

Attendance at an orientation session concerning the operations of Frenchman ’ s Creek; and

b.

Delivery of a written certification that he/she has attended or watched at least one entire Board meeting during the six (6) month period prior to the date of such certification.

4. The members of the Nominating Committee shall be selected by the Selection Committee, as described in Article V Section 2(I) below. The alternate members of the Nominating Committee, as listed numerically by the Selection Committee, shall serve as alternates in order of numerical priority. 5. The members of the Nominating Committee must execute a binding non disclosure agreement protecting the confidentiality of the interviewing and selection processes and discussions for the selection of the candidates for the Board of Governors. 6. All persons selected for the Nominating Committee shall serve only until the Nominating Committee selects candidates for all open seats on the Board of Governors for the next election.

(B)

Duties of the Nominating Committee:

1. The Nominating Committee shall elect a chairperson at the first meeting of the Nominating Committee.

2. A vote by at least two-thirds (2/3) vote of the nine (9) voting members shall be required for action by the Nominating Committee.

3. The Nominating Committee as a whole, and members of the Nominating Committee individually, may actively seek out candidates for the Board.

4. The Nominating Committee shall prepare and send to each potential candidate a copy of the Strategic Plan and questions that he or she will be expected to respond to at the time of the interview. 5. The Nominating Committee shall conduct interviews of potential candidates during the three (3) week period ending on the last Saturday in January. In addition, the Nominating Committee shall meet as needed prior to such three (3) week period. If, prior to the time the Nominating Committee commences interviews of candidates, a member of the Nominating Committee is unable to be available during the specified interview time periods, that member shall automatically be removed from the Nominating Committee and will be replaced by the next person in line from the previously referred to alternates. Once interviews of 1 1

candidates have commenced, there shall be no further replacements.

(C) The Nominating Committee shall select, on or before the last Saturday in January, candidates equal to the number of vacancies on the Board of Governors to be filled including vacancies occurring by reason of death, resignation or otherwise. These candidates must be Members of the Association in good standing and may not be Members or spouses of the Nominating Committee or the Selection Committee, or be one of the members of the Board of Governors, or spouses of members of the Board of Governors who will continue to serve in office past the Annual Meeting, and the candidates must also meet all other requirements set forth in these By-Laws. (D) Within three (3) days after the Nominating Committee has completed its nominations, the names of the Members so nominated shall be sent to the membership by mail or electronic transmission. membership as described in Article V Section 2(D) above, a candidate who is a Member in good standing and who also meets the requirements of Article V Section 2(C) above may also be nominated for election to the Board of Governors by forty (40) Members in good standing of the Association who are not on the Nominating Committee, by petition signed by such nominating Members and filed with the Secretary. A household may not sign any potential candidate’s nominating petition more than once, and each household may sign no more than two separate potential candidates’ nominating petitions. Within five (5) days after the deadline for submission of nominating petitions, if such nominated Members are qualified for election and have been nominated in accordance with the provisions of these By-Laws, the names of such candidates proposed by Members ’ petition shall be mailed or sent by electronic transmission to the Members. (E) Within ten (10) days after the names of the nominated Members are sent to the (F) A candidate ’ s brochure shall be prepared listing the resumes of all candidates for the Board of Governors and any written material prepared and submitted by the candidates. The brochure shall be mailed or sent by electronic transmission to the membership along with a ballot and a return proxy by the last Saturday in February. This mailing or electronic transmission shall include instructions for voting. (G) A “Meet the Candidates” town meeting will be held on the first Saturday in March, to introduce candidates to the Members and to give the community an opportunity to ask questions of the candidates. The chairperson of the Nominating Committee will moderate the meeting. No candidate will be permitted to hear questions or answers prior to his or her own presentation. (H) The names of the candidates selected by the Nominating Committee and those candidates proposed by Members’ petition shall be submitted to the Members of the Association at the Annual Meeting for election to the Board of Governors.

(I)

Selection Committee.

1. A Selection Committee shall be established for the sole purpose of reviewing community Members’ applications to be on th e Nominating Committee.

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2. The initial Selection Committee for the March 2024 election will be comprised of one (1) member from each of the seven (7) separate groups of the Association’s committees designated below (each, a “Group”) :

a. b. c. d. e.

Finance and Audit committees

Golf, Greens and Women’s Golf committees External Affairs, ARB and Security committees Racquet Sports and Fitness committees

Art, Activities, Creek Connection and Marketing committees Food and Beverage and Entertainment committees

f.

g.

Governance, Legal and Grievance committees

The Board of Governors shall have the right in its reasonable discretion to, from time to time, make changes to make-up of the Groups and the Committees constituting each of the seven (7) Groups. 3. In addition, the Board of Governors shall designate one member of the Board of Governors to serve as a non-voting liaison to the Selection Committee. 4. Each year by November 1 all members of the Groups other than the Chairs and Vice Chairs of the committees shall be sent a notice asking the committee members if they are interested in serving on the Selection Committee. The committee members must indicate their interest by responding to such notice by November 10. By November 15 the Chairs of each of the committees comprising part of a Group shall, with the assistance of an Association administrative employee, randomly select a member of the Group from all qualified committee members who have expressed an interest in participating in the Selection Committee (ex. the Chairs of the Finance committee and the Audit committee, as part of the same Group, shall randomly select a member from those interested in their Group). By November 16 notice shall be sent to all Members setting forth the names of the members of the Selection Committee. If a Member is on more than one Association committee, that Member may only choose one Group to be a part of for purposes of participation on the Selection Committee. In addition:

a.

No member of an Association committee who is a Chair or a Vice Chair of any committee may be selected for the Selection Committee; The non-voting Board of Governors liaison who participates in the Selection Committee shall not be the President or a member of the Executive Committee of the Board of Governors, and shall not be running for election in the upcoming election; No Selection Committee member, nor any of their spouses or partners, may run for the Board in the upcoming Board election; and 1 3

b.

c.

d.

No Member may serve on the Selection Committee if they have served on the Selection Committee in any of the last three (3) elections.

5. The members of the Selection Committee will all participate in the discussions of the Selection Committee, and they shall select a chairman of the Selection Committee. The Selection Committee will be responsible for the comprehensive review of all applicants for the Nominating Committee and selection of nine (9) individuals who view the interests of the community as paramount, and the Selection Committee shall strive to select a Nominating Committee that reflects the diversity of the community, including age and gender, skills, talent, and experiences. At least three (3) alternates for the Nominating Committee will be identified in the event an individual declines or must resign the appointment, and the alternate members of the Nominating Committee shall be listed by the Selection Committee numerically and shall serve as alternates in order of numerical priority. The members of the Nominating Committee shall be selected and announced by December 22 each year. 6. The members of the Selection Committee must execute a binding non disclosure agreement protecting the confidentiality of the selection processes and discussions for the selection of the members of the Nominating Committee.

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NOTICE

OF A SPECIAL MEMBERSHIP MEETING OF FRENCHMAN’S CREEK, INC.

SATURDAY, OCTOBER 28, 2023

AT 2:30 P.M. IN PERSON & ZOOM

Pursuant to the Governing Documents of Frenchman’s Creek, Inc., a Special Meeting of the Membership will be held on Saturday, October 28, 2023, at 2:30 p.m., at the Pavilion.

The purpose of the meeting is to vote on proposed Amendments to the By- Laws of Frenchman’s Creek, Inc.

A Town Hall Meeting to Discuss the Proposed By-Law Amendments will be held on Saturday, October 14, 2023, at 2:30 p.m. at the Pavilion in person and via Zoom

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