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during the year, the 36 class A memberships account for
2,160 of the available days on which the complex could be
used during the year (i.e., 36 memberships x 60 days). The
30 remaining available days were allocated to the class C
memberships. Under the Articles and Bylaws, the total
number of class C memberships is three, and each class C
membership entitled its holder to use a villa for 10 days
per year.
The consideration specified in the Restated Articles
and First Amended Bylaws for each class A membership is
$155,000 (i.e., "membership fee" of $15,000 and "initiation
fee" of $140,000). Typically, a prospective member paid
the membership fee in cash and issued a promissory note,
payable to the club, for the initiation fee. Thus, the
total consideration that the club would receive from the
sale of 36 class A memberships is $5,580,000. The
consideration specified in the Restated Articles and First
Amended Bylaws for each class C membership is $2,500 (i.e.,
"membership fee" of $2,500 and no "initiation fee"). Thus,
the total consideration that the club would receive from
the sale of three class C memberships is $7,500. The
maximum amount of money that the club could realize from
the sale of 36 class A memberships and three class C
memberships was $5,587,500 (i.e., $5,580,000 plus $7,500).
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