THE STANWICH CLUB

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NOTICE OF SPECIAL MEETING OF MEMBERS

                                                                                                                                                Greenwich, Connecticut

                                                                                                                                                September 15, 2016

To the Members of

The Stanwich Club, Incorporated

NOTICE IS HEREBY GIVEN that a Special Meeting of the Members of The Stanwich Club, Incorporated (the "Club") has been called by the President pursuant to Section 3.2 of the By-Laws of the Club to be held at the Clubhouse of the Club at 888 North Street, Greenwich, Connecticut, at 6:00 p.m., local time, on September 28, 2016, for the following purposes:

1.             To consider and vote upon the proposed resolution attached hereto as Exhibit A authorizing the Board of Directors (the “Board”), in connection with proposed improvements to the patio and the clubhouse, to levy the following special assessment on the Members, all as more fully described in Exhibit A:

Regular Members                                                           $2,500

Senior Members                                                              1,250

House Members                                                              625

Junior Members                                                               1,250

Associate Members (Age 36 or Older)                            2,500

Associate Members (Age 35 or Younger)                        1,250

Honorary                                                                          0

Non-Resident                                                                   0

2.             To consider and vote upon the resolution attached hereto as Exhibit B which resolution authorizes the Board to enter into certain loan facilities to increase the aggregate principal amount of long-term Club debt by not in excess of $1,650,000, and to modify and extend the terms of payment of the existing Club debt, including the prepayment of the current interest rate swap, which may include borrowing for such prepayment.

3.             To consider and vote upon a resolution attached hereto as Exhibit C which resolution authorizes the Board to implement the patio improvement plan more particularly described therein.

The Board of Directors recommends APPROVAL and ADOPTION of the each of the proposed resolutions. The proposed resolutions numbered 1-3 above are presented as a single resolution for consideration by the Members entitled to vote thereupon. The Regular and Senior Members shall vote either for or against all of the resolutions numbered 1-3 collectively. The Senior, Regular and Honorary Members shall vote for or against all of the resolutions numbered 2-3 collectively. The proposed resolutions numbered 1-3 shall take effect only if approved by the affirmative vote, in person or by Proxy, of at least (i) a majority of the Regular Members and Senior Members voting thereon, without distinction as to class, at the special meeting as to resolution number 1 and (ii) a majority of the Regular Members, Senior Members and Honorary Members voting thereon, without distinction as to class, at the special meeting as to resolutions number 2 and 3.

Below are click-through links, as follows:

(a) for Voting Instructions, … CLICK HERE

(b) for a hardcopy Proxy, … CLICK HERE

(c) for Online Voting by Proxy , … CLICK HERE

(d) for Exhibits A, B and C, … CLICK HERE

(e) for the Documents that describe the Improvements to the Patio and Clubhouse, … CLICK HERE

Only Regular, Senior and Honorary Members of record at the close of business on the date of this notice are authorized to vote on the matters specified herein.

All Members have received notice of the Special Meeting and are cordially invited to attend the meeting in person. 

For voting Members, to assure your representation at the meeting, you are urged to sign and return to the Club the attached Proxy or to vote your Proxy electronically as promptly as possible. The Proxy must be completed electronically by NOON on September 28, 2016 or the signed Proxy must be received by the Club no later than 6pm on September 28, 2016.

The Proxy is revocable at any time before its use by filing with the Secretary of the Club a written notice of revocation bearing a later date. If a person who has executed and returned a Proxy is present at the meeting and wishes to vote in person, he or she may do so and thereby suspend the power of the Proxy holder to vote his or her Proxy.

                                                                                                                Renee M. Noto

                                                                                                                Secretary