80-440 Hideaway Club Ct
La Quinta, California 92253
The Hideaway Club (the "Club") offers the opportunity to purchase an Equity Membership in the Club. Membership provides the opportunity to use the Club's recreational facilities and to become a voting member of a member-owned club. The following Questions and Answers explain some of the more important features of the membership opportunity at Hideaway Club. For a full description of the benefits and privileges of membership, please refer to the Membership Plan.
Q. What is the Hideaway Club?
A. The Hideaway Club is a member-owned private club which will offer its owner members a unique opportunity to enjoy outstanding recreational facilities. The Club is situated in the Hideaway residential community (the "Community") in La Quinta, California.
Q. What are the special features of membership in the Club?
A. Membership in Hideaway Club offers a number of special features such as:
Q. What facilities are offered by the Club?
A. The Club Facilities include:
Q. What is a member-owned club?
A. A member-owned club permits its members to control the Club through the right to vote. The operation of the Club Facilities is accomplished through the direction of a "Board of Directors," which is ultimately elected by the members. This Board oversees the management of the Club. Major issues are normally decided only by vote of the members.
Q. What benefits are provided by member-ownership?
A. As a result of member control, a member-owned club assumes the characteristics of its membership. The Club experience and lifestyle are enhanced by the heightened interest and participation of member-owners and the greater continuity in the membership which is found in a member-owned club. Member ownership also creates a greater cohesiveness within the community.
Member-ownership answers the open questions as to what will become of the Club Facilities in the future, by clearly establishing which entity will own and control the Club Facilities after the development of the Community is complete. The members themselves will ultimately set the rules and costs of membership privileges.
Q. How will the Club acquire the facilities?
A. ND La Quinta Partners, LLC (the "Company") has arranged for the transfer to the Club of all of the Company's, right, title and interest in the Club Facilities. In consideration for the transfer of the Company's interest in the Club Facilities, the Company will receive a portion of the Equity Memberships to be issued in the Club. Control of the operation of the Club will initially be retained by the Company and will ultimately be turned over to the Equity Members on the Turnover Date, as hereinafter provided.
Q. What categories of membership will be offered by the Club?
A. The Club will offer two categories of Equity Membership: Golf Membership and Sports Membership. A total of 65 non-equity Founder Memberships may be issued, some of which are convertible to equity Golf Memberships. [Note: Sports memberships are not currently offered/issued by the Club.]
Q. What are the privileges of a Golf Membership?
A. Each person who acquires a Golf Membership will be entitled to use all of the golf, tennis, swimming, spa/fitness and social facilities of the Club. Golf Members will not be required to pay green fees or court fees for use of the golf and tennis facilities, but will be required to pay golf cart fees, which will be charged as a part of the dues structure.
Q. How many memberships will be available in the Club?
A. The number of memberships permitted in each category are set forth below:
|Category||Number of Members|
Equal to number of property owners in the Community, less the number of property owners holding a Founder or Golf Membership, but in no event to exceed 250
*[Note: Sports memberships are not currently offered/issued by the Club.]
Certain Founder Memberships will convert to equity Golf Memberships upon the Turnover Date. Additionally, Founder Memberships which are surrendered, terminated or not issued will be replaced by Golf Memberships. Therefore, the number of Golf Memberships in the Club will be increased accordingly.
Q. To whom will memberships be offered?
A. Membership is by invitation only. The determination of whether a candidate will be invited for membership shall be made by the Club in its sole discretion. Memberships shall be issued in one name only except as otherwise provided in the Membership Plan.
Q. Will members of my family be entitled to use my membership privileges?
A. Yes. Equity Membership entitles the member, his or her spouse and their unmarried children, under the age of 31 to use the Club Facilities in accordance with the membership category selected by the member. The Club reserves the right to restrict access to the golf facilities by immediate family members and guests of immediate family members during peak play periods as determined by the Club from time to time.
A member's extended family may also use the Club Facilities in accordance with the membership category selected by the member upon payment of reduced fees as established by the Club. The extended family shall include the parents, grandchildren and children, who are married or 31 or older, of the member and his or her spouse and their respective spouses.
Q. Will my guests be able to use the Club Facilities?
A. Yes. Members may have accompanied guests use the Club Facilities in accordance with the member's category of membership and the Rules and Regulations and Bylaws of the Club and upon the payment of applicable guest fees and charges established by the Club.
Q. Are Equity Members entitled to vote on matters dealing with the Club?
A. Yes. On all matters to be voted upon by the members of the Club, Golf Members are entitled to three votes per membership and Sports Members are entitled to one vote per membership.
Q. Will any other types of memberships or use privileges be offered?
A. Yes. The Club may issue a total of five Honorary Memberships. A special Corporate Membership will be issued to Nationwide Realty Investors, Ltd. or its affiliate and its successors and assigns in accordance with the Membership Plan. In addition, no later than the Turnover Date, the Club may issue up to 10 Charter Memberships to persons designated by the Company, in its discretion. The Club may reserve the Club Facilities from time to time for tournaments and other special events. The Company also has certain promotional use privileges as described in the Membership Plan.
Q. How is the Board of Directors selected?
A. Prior to the turnover of the management and control of the Club to the Equity Members, the Company will appoint all the members of the Board of Directors. On the turnover date, the directors appointed by the Company will resign, and the Turnover Committee selected from among the Board of Governors will become the Board of Directors. Thereafter, the Equity Members of the Club will elect the members of the Board of Directors.
Q. What is the Board of Governors?
A. An advisory Board of Governors consisting of Equity Members will be established by the Company to serve as a liaison between the management of the Club and the members. The Board of Governors will meet with Club management on a regular basis to discuss the operation of the Club and the Club Facilities.
Q. When does the Turnover Date occur?
A. The turnover of control of the Club to the Equity Members will occur not later than 30 days after the earlier of: (i) the initial sale of all Golf Memberships to persons other than affiliates of the Company; or the initial sale of all residences or homesites planned for the Community to persons other than affiliates of the Company, whichever shall last occur; or (ii)upon the Company's election at any time, provided the Club's accounting firm has reviewed the operating results of the Club and confirmed that the Club operated during the preceding 12-month period without an operating deficit; or (iii) at any time after the fifteenth anniversary of the sale of the first Golf Membership, upon the affirmative vote of Equity Members entitled to cast at least fifty-one percent (51%) of the total votes of Equity Members, provided that at least fifty-one percent (51%) of the Golf Memberships have been issued and are outstanding at the time of such vote. The date upon which control of the Club is turned over to the Equity Members is referred to as the "Turnover Date".
Q. Why does the Company keep control even though the members own the Club?
A. The Company desires to retain control until the Club establishes it can operate without an operating deficit. The Company has agreed to fund operating deficits while the Community is developing, and therefore the Company wishes to retain control of the Club to minimize operating deficits. Additionally, the operation of the Club Facilities is an integral part of the Company's sales and continuing development of the Community.
Q. How do I become a member of the Club?
A. Membership is by invitation only. All prospective members are required to submit a Proposal for Membership and must be invited for membership. A prospective member who is invited and approved for membership in the Club must comply with the following requirements:
Q. If I am invited for membership, when must I acquire my membership?
A. Each initial purchaser of a residence or homesite in the Community, from the Company or its designees, who has been invited and approved for membership, may at any time within 30 days from the date of his or her closing on the residence or homesite, acquire an Equity Membership in the Club.
Q. What if I do not acquire a membership during the 30-day period?
A. Any initial purchaser who has been invited and does not acquire a membership within 30 days from the date of his or her closing on the residence or homesite may acquire a membership at a later date only if one is available and not otherwise reserved by the Club, and only upon payment of the membership contribution which is in effect at the time the membership is acquired.
Q. May a membership be held in the name of a business entity?
A. Yes. Memberships may be acquired in the name of a business entity, such as a partnership or corporation. The business entity will then designate one individual who will have the right to use the Club Facilities as the designated user, subject to the approval of the Board of Directors.
Q. What do I receive acknowledging my ownership interest in the Club?
A. Upon approval for membership and payment of the required membership contribution, you will receive a membership certificate confirming your ownership interest in the Club.
Q. What do I have to pay in order to acquire a membership in the Club?
A. Persons who are invited and approved for membership are required to pay a membership contribution in an amount determined from time to time by the Company. The required membership contribution will be set forth in the Membership Purchase Agreement.
Q. Will we pay any additional membership purchase price when control of the Board of Directors is shifted to member-elected directors?
A. No. The purchase price of an Equity Membership indicated in your Membership Purchase Agreement represents the full purchase price.
Q. How are monthly dues established?
A. Each year the Board of Directors will determine the amount of dues to be payable monthly in advance, or on such other basis as determined from time to time by the Club. The Board of Directors may set the amount of dues at any level deemed appropriate. The current dues for use of the Club Facilities are indicated on the Schedule of Dues, Fees and Charges and will be phased in as the Club Facilities are completed. The amount of dues, fees and other charges is subject to change from time to time by the Club.
Q. Will operating assessments be made to cover any operating deficit?
A. Until turnover of control of the Club to the members, the Company will fund the operating deficits of the Club. Thereafter, the Board of Directors will determine if an assessment is necessary to cover an operating deficit, and if so, the assessment will be prorated among the Equity Members in proportion to their dues.
Q. What if the Club loses money after the Turnover Date?
A. The dues, fees and charges of the Club should provide sufficient revenues to allow the Club to break even. If this does not happen, the Board of Directors can either raise dues and charges or assess the members for the operating deficit.
Q. What about assessments for capital expenditures?
A. There will be no assessments for capital expenditures unless a majority of the votes cast by Equity Members vote in favor of the capital assessment. Assessments for capital expenditures on the golf courses, golf practice facility and golf maintenance facilities (the "golf facilities") shall be voted upon by and prorated among all of the Equity Golf and Sports Members. Sports Members will pay an amount equal to one-fourth of the assessment payable by Golf Members. All other assessments for capital expenditures shall be voted upon by all Equity Members of the Club and shall be prorated equally among all Equity Members.
Q. May I transfer my Equity Membership?
A. You may transfer an Equity Membership only to the Club by resigning your membership so that it may be reissued by the Club. Equity Members who desire to resign their memberships to the Club must give the Club written notice that their memberships are available for the Club to reissue. The Club will maintain a buyer's waiting list of persons who desire to acquire each category of membership in the Club, and a resigned waiting list of members who want the Club to reissue their membership.
Q. May I arrange for the subsequent owner of my residence or homesite to acquire my Equity Membership?
A. Yes. An Equity Member who owns a residence or homesite in the Community may arrange for the Club to reissue his or her membership to the subsequent purchaser of the residence or homesite. The purchaser must be invited and approved for membership and pay the required membership contribution. A transfer of a membership which is associated with the transfer of a residence or homesite is not subject to any of the waiting lists.
Q. Is my Equity Membership contribution refundable?
A. Yes. You are entitled to a refund after your membership has been reissued by the Club. Upon reissuance of the membership, you will be repaid 80% of the amount of the membership contribution then charged and collected for your category of membership.
Q. Can my membership be inherited upon my death?
A. Yes. Upon your death, your spouse may continue as a member without payment of any additional purchase price.
Q. Can I transfer my membership to an adult child?
A. Yes, an Equity Member may transfer his or her membership through the Club to his or her adult child over the age of 18. The transfer will be subject to the approval of the Club and to such capital contribution or transfer fee determined by the Club from time to time. The membership transfer will not be subject to any waiting lists.
Q. What should I do if I have additional questions?
A. Complete details about membership opportunities are available from the Membership Office, which can also answer any questions regarding the Club and its operation. For further information, please contact:
The Hideaway Club
80-440 Hideaway Club Drive
La Quinta. CA 92553
This is a general description of the membership opportunities available at The Hideaway Club. This document is provided for informational purposes only, and may not be relied upon as a basis for a decision to acquire a residence or homesite in the Community or membership in the Club. A complete description of the terms and conditions of membership privileges is contained in the Hideaway Club Membership Plan, and its exhibits as amended from time-to-time, which should be carefully reviewed prior to acquiring a membership in the Club.