The Companies Act 1985

MEMORANDUM and ARTICLES of ASSOCIATION THE COMPANIES ACT 1985 to 1989 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

Company No. 284488

MONIFIETH GRANGE GOLF COMPANY

Incorporated the 10th MAY 2005

MEMORANDUM and ARTICLES of ASSOCIATION

November 2014

2 The Companies Act 1985

Company Limited by Guarantee

and Not Having A Share Capital

Memorandum of Association

1. The name of the Company (hereinafter referred to as “the club”) is

2.The registered office of the Club is to be situated in Scotland

3. The objects for which the Club is established are:-

3.1 To take over the whole or any part of the real and personal property and assets belonging to, and to undertake all or any of the liabilities of the unincorporated Clubs known as Abertay Golf Club and Grange and Dundee Golf Club.

3.2 To manage, improve develop and promote the game of golf in Monifieth for all sections of the community without discrimination.

3.3 To promote and hold, either along or jointly with any other club, company or organisation, competitions and tournaments and to promote or hold dinners, dances and other social entertainments of all kinds.

3.4 To purchase, take on lease or in exchange, hire or otherwise acquire real or personal property and rights and or privileges, and to construct, maintain and alter buildings or erections necessary or convenient for the running of the Club.

3.5 To improve, manage, construct, repair, develop, exchange, let on lease or otherwise mortgage, charge, sell, dispose of, turn to account, grant licences, options, rights and privileges in respect of, or otherwise deal with all or any part of the property rights of the Club.

3.6 To invest and deal with the monies of the Club not immediately required in such manner as may from time to time be determined and to hold or otherwise deal with any investments made.

3.7 To lend and advance money or give credit with or without security to any person, firm or Company, to enter into guarantees, contracts of indemnity and suretyships of all kinds, to receive money on deposit or loan.

3.8 To borrow and raise money in any manner and to secure the repayment of any money borrowed, raised or owing by mortgage, charge, Standard Security, lien or other security upon the whole or any part of the Club's property or assets (whether present or future), and also by a similar mortgage, charge, Standard Security, lien or Security to secure and guarantee the performance by the Club of any obligation or liability it may undertake or which may become binding on it.

3.9 To draw, make, accept, endorse, discount, negotiate, execute and issue cheques, bills of exchange, promissory notes, bills of lading, warrants, debentures and other negotiable or transferable instruments.

3.10 To apply for, promote, and obtain any Private Act of Parliament, order, or licence of the Department of Trade or other authority for enabling the Club to carry any of its objects into effect or for effecting any modification of the Club's constitution, or for any other purpose which may seem calculated directly or indirectly to promote the Club's interests, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Club's interests.

3.11 To enter into any arrangements with any Government or Authority (supreme, municipal, local or otherwise) that may seem conducive to the attainment of the Club's objects or any of them, and to obtain from any such Government or Authority any charters, decrees, rights, privileges or concessions which the Club may think desirable and to carry out, exercise, and comply with any such charters, decrees, rights, privileges and concessions.

3.12 To subscribe for, take, purchase, or otherwise acquire, hold, sell, deal with and dispose of, stocks, debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any other Company constituted or carrying on business in any part of the world, and debentures, debenture stocks, bonds, obligations, or securities issued or guaranteed by any government or authority, municipal, local or otherwise, in any part of the world.

3.13 To control, manage, finance, any Company or Companies in which the Club has a direct or indirect financial interest, to provide secretarial, administrative, technical, commercial and other services and facilities of all kinds for any such Company or Companies and to make payments and any other arrangements which may seem desirable with respect to any business or operations of or generally with respect to any such Company or Companies.

3.14 To promote any other Club for the purpose of acquiring the whole or any part of the property or undertaking or any of the liabilities of the Club, or of undertaking any operations which may appear likely to assist or benefit the Club or to enhance the value of any property of the Club, and to subscribe for, or otherwise acquire all or any part of the shares or securities of any such Club as aforesaid.

3.15 To act as agents or brokers and as trustees for any person, firm or company.

3 3.16 To employ and remunerate any person, firm or Company rendering services to the Club.

3.17 To pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Club, or to contract with any person, firm or Company to pay the same.

3.18 To conduct appeals for money or other gifts or for any other assistance for any of the purposes of the Club and to solicit and accept subscriptions and donations of any kind and bequests for any of the purposes of the Club.

3.19 To grant or make provision for pensions, life assurance, health and retirement benefit to or for employees or former employees and to the widows, widowers, children and other dependants of deceased employees and to pay or subscribe to funds or schemes for the provisions of such pensions and other benefits for such persons.

3.20 To establish and support or aid in the establishment and support of any Charitable Trust, Association or Institution and to donate, subscribe or guarantee money for charitable purposes in any way connected with or calculated to further any of the objects of the Club.

3.21 To do all or any of the things or matters aforesaid in any part of the world and either as principals, agents, contractors or otherwise, and by or through agents, brokers, sub-contractors or otherwise and either alone or in conjunction with others.

3.22 To do all such other things as may be incidental or conducive to the attainment of the Club's objects or any of them.

PROVIDED that the objects of the Club shall not extend to the regulation of relations between workers and employees or organisations of workers and organisations of employees.

4. The liability of the members is limited.

5. Every Member of the Club undertakes to contribute such amount as may be required (not exceeding £1) to the Club's assets if it should be wound up while he or she is a member or within one year after he or she ceases to be a member for payment of the Club's debts and liabilities contracted before he or she ceases to be a member and of the cost, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves.

6 All surplus income or profits shall be reinvested in the Club. No surpluses or assets will be distributed to members or third parties.

7 It is a requirement that a notice for any resolution for the winding up or dissolution of the Club must be proposed at a General Meeting of the Club and disposed of at its next General Meeting and such resolution can only be carried should not less than three-quarters of those members present support it.

If upon the winding up or dissolution of the Club there remains after settlement of its debts and liabilities any property or other assets, the same shall not be paid to or distributed among the members of the Club but shall be given or transferred to one or more of the following:

 another club with similar sports purposes that is a registered Community Amateur Sports Club and/or  another club with similar sports facilities that is a registered charity and/or  the Club’s sport’s governing body.

4 The Companies Act 1985

Company Limited by Guarantee

and Not Having A Share Capital

Articles of Association

1. Interpretation

In these regulations –

“The Act” means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force.

“The articles” means the Articles of Association of the Club.

“Clear days” in relation to the period of notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.

“Council“ means the Board of Directors of the Club.

“Executed” includes any mode of execution.

“Office” means the registered office of the Club.

“Register” means the register of members of the Club.

“The seal” means the common seal of the Club.

“Secretary” means the Club secretary of any other person appointed to perform the duties of the secretary of the Club, including a joint, assistant or deputy secretary.

“The United Kingdom” means Great Britain and Northern Ireland.

Unless the context otherwise requires, words or expressions contained in these regulations bear the same meaning as in the Act but excluding any statutory modification thereof not in force when these regulations become binding on the Club.

2. Members

2.1 The subscribers to the Memorandum of Association of the Club and such other persons as are admitted to membership in accordance with the articles shall be members of the Club. No person shall be admitted a member of the Club unless approved by the Council. Every person who wishes to become a member shall deliver to the Club an application for membership in such form as the Council require executed by that person. Membership of the Club shall be open to all without discrimination.

2.2 The first members of the Club shall be all persons who are members of the unincorporated clubs known as Abertay Golf Club and Grange & Dundee Golf Club on the date of incorporation of the Club. It will be incumbent on the Council as appropriate to control and agree the numbers of members.

2.3 A member may at any time withdraw from the Club by giving at least seven clear days notice to the Club. A member who withdraws from the Club must notify the secretary in writing before the start of the financial year, otherwise the annual subscription shall be demanded in full. Membership shall not be transferable and shall cease on death.

2.4 The categories of membership shall be as follows –

Ordinary Member – may be elected to membership by a majority vote of Council members at any meeting of the Council. Such members must be holders of a current season ticket issued by the Monifieth Links Committee of Management. Such members shall have the right to vote at a general meeting and to hold office as a member of the Council.

Club Member – may be elected to membership by a majority vote of Council members at any meeting of the Council.

At the discretion of the Council such category of membership may be offered to

(a) Ordinary members who are no longer active golfers. Such members shall have the right to vote at a general meeting and to hold office as a member of the Council. (b) spouses or partners of deceased members. Such members shall not have the right to vote at a general meeting nor to hold office as a member of the Council. (c) any member of the family of Ordinary or Junior members. Such membership will deem to have lapsed if the Ordinary or Junior member ceases to be a member. Such members shall not have the right to vote at a general meeting nor to hold office as a member of the Council.

Overseas/Country Member – may be elected to membership by a majority vote of Council members at any meeting of the Council. At the discretion of the Council such category of membership may be offered to persons who reside fifty miles or more from the clubhouse. Such members do not have the right to vote at general meetings nor to hold office as a member of the Council.

Junior Member – persons under the age of eighteen years may be elected to membership by a majority of Council members at any meeting of the Council. Such members shall not have the right to vote at a general meeting nor to hold office as a member of the Council.

5 Associate Members – may be elected to membership by a majority vote of Council members at any meeting of the Council. This category of membership shall be available to persons who are holders of a current season ticket that has been issued to them by the Monifeth Golf Links Committee of Management through their membership of another club. Such members shall not be entitled to play in club competitions (excluding sweepstake competitions) nor to represent the Club in external competitions or matches. Such members shall not have the right to vote at a general meeting nor to hold office as a member of the Council.

The annual subscription will be 50% of the appropriate Ordinary Member subscription.

Day-Member – this is available to any visiting golfer who has paid their green fees for one or more rounds on The Monifieth Golf Links courses.

Temporary – this may be granted, at the discretion of the Council, for a period of time of up to fourteen days and may be extended on request to the Council. Such members shall not have the right to vote at a general meeting nor to hold office as members of the Council. Visiting golfers may also apply for such membership.

Honorary – the Council may recommend any person for election to honorary membership either in recognition of honour brought to the Club or of services rendered to the Club or to the game of golf in general. Approval of any such recommendation shall require a majority of those members voting at a general meeting. Such members shall have the right to vote and to hold office as members of the Council if they are ordinary or club members.

2.5 The Council shall define the permitted use of the clubhouse for all categories of membership. All members shall have full use of the clubhouse facilities without discrimination unless otherwise determined by the Council.

2.6 The Council shall propose the annual subscriptions for all categories of membership. The membership of any member who has not paid the annual subscription by the due date as determined by the Council shall be terminated.

3. Suspension or Expulsion of a Member

3.1 The Council shall be entitled to suspend or disqualify from membership any member whose conduct has proved, or likely to prove, prejudicial to the good standing of the Club; contrary to the articles of the Club, or to any code of conduct as determined by the Council.

3.2 Any member of the Club so charged shall have the right to defend such accusation, in writing and/or in person, at a disciplinary hearing conducted by at least three members of the Council. The member shall be informed of their decision in writing no later than seven days after the hearing. The Council may suspend a member from membership of the Club pending the outcome of the disciplinary or appeals hearing.

3.3 The member shall have the right of appeal to an appeals panel comprising the Club Captain and two other members of the Council who were not involved in the original decision to suspend or expel from membership. The decision of the appeals panel shall be final.

3.4 A member requested to resign from membership of the Club, as a consequence of the disciplinary process, must do so within seven days of receipt of the notice to resign. The refund of fees or any proportion thereof shall be at the discretion of the Council.

General Meetings

4.1 All general meetings other than the Annual General and Half Yearly meetings shall be called extraordinary general meetings. The Annual General Meeting shall be held in March and the Half Yearly meetings shall be held in October.

The Council may call general meetings and half yearly meetings and, on the requisition of members pursuant to the provisions of the Act, shall forthwith proceed to convene an extraordinary general meeting for a date not later than eight weeks after receipt of the requisition. If there are not within the United Kingdom sufficient Council Members to call a general meeting or half yearly meeting, any member of the Club may call a general meeting or half yearly meeting.

5. Notice of General Meetings

5.1 An Annual General and Half Yearly General meeting and an extraordinary general meeting called for the passing of a special resolution or a resolution appointing a person as a Council member shall be called by at least twenty-one clear days notice. All other extraordinary meetings shall be called by at least fourteen clear days notice but a general meeting and half yearly meeting may be called by shorter notice if it is so agreed; in the case of an annual general meeting, by all the members entitled to attend and vote thereat; and in the case of any other meeting by a majority in number of the members having a right to attend and vote there at, being a majority holding not less than ninety-five percent of the total voting rights at the meeting of all the members.

The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such. The notice shall be given to all the members and to the auditors.

5.2 The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at the meeting.

6. Proceedings at General Meetings

6.1 No business shall be transacted at any meeting unless a quorum of not less than twenty-five members entitled to vote is present at the commencement of such business.

6.2 If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or such time and place as the Council may determine.

6.3 The Club Captain, or in his or her absence the Vice Captain shall preside as chairperson of the meeting, but if neither the Club Captain or Vice Captain be present within fifteen minutes after the time appointed for holding the meeting, the Council members present shall elect one of their number to chair the meeting.

6 6.4 The chairperson may, with the consent of the meeting at which a quorum is present, adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen days or more, at least seven “clear days” notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.

6.5 A resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on declaration of the result of, the show of hands a poll is duly demanded. Subject to the provisions of the Act, a poll may be demanded by the chairperson or by at least five members having the right to vote at the meeting.

6.6 Unless a poll is duly demanded a declaration by the chairperson that a resolution has been carried unanimously or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour or against the resolution. The demand for a poll may be withdrawn but only with the consent of the chairperson.

6.7 A poll shall be taken as the chairperson directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

6.8 In the case of equality of votes, whether on a show of hands or on a poll, the chairperson shall be entitled to a casting vote in addition to any other vote he or she may have.

6.9 A poll demanded on the election of a chairperson or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such a time and place as the chairperson directs not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll is demanded.

6.10 No notice need be given of a poll if not taken forthwith of the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven clear days notice shall be given specifying the time and place at which the poll is to be taken.

7. Votes of Members

7.1 On a show of hands every member present in person shall have one vote. On a poll every member present in person shall have one vote. No proxy votes shall be allowed.

7.2 No member shall be entitled to vote at any General Meeting unless all monies owed to the Club have been paid.

8. The Council

8.1 The names of the first members of the Council shall be determined in writing by the subscribers of the Memorandum of Association or a majority of them. The number of members of the Council shall be fixed by the Club at a general meeting.

8.2 The Council shall consist of the Club Captain ,Vice Captain, Ladies Captain, Ladies Vice Captain, Club Secretary, Treasurer, Match Secretaries and a number of other members to be determined at the general meeting. The positions of Club Captain and Vice Captain are open to male or female members.

9. Powers of the Council

9.1 Subject to the provision of the Act, the memorandum and the articles and to any direction given by special resolution, the Council whose members may exercise all the powers of the Club shall manage the business of the Club. No alteration of the memorandum or articles and so such direction shall invalidate any prior act of the Council which would have been valid if that alteration had not been made or that direction had not been given.

9.2 A resolution put to the vote of a general meeting and passed by a majority of those members present cannot later be amended by the Council.

9.3 The Council may delegate any of its powers to any committee consisting of one or more members of the Council. Any such delegation may be made subject to any conditions the Council may impose and may be revoked or altered. Subject to any such conditions, the articles regulating the proceedings of members of the Council so far as they are capable of applying shall govern the proceedings of a committee with two or more members.

10. Appointment and Retirement of Council Members

10.1 At the first Annual General Meeting all Council members shall retire from office, and at every subsequent annual general meeting one-third of the members who are subject to retirement by rotation or, if that number is not three or a multiple of three, the number nearest to one-third shall be that number to retire from office, but if there is only one member who is subject to retirement by rotation, that member shall retire.

10.2 Subject to provisions of the Act, the members to retire by rotation shall be those who have been longest in office since their last election or re-election, but as between persons who became or were last elected members on the same day those to retire shall be determined by lot (unless they agree otherwise among themselves).

10.3 If the Club, at the meeting at which a member of Council retired by rotation, does not fill the vacancy the retiring member shall, if willing to act, be deemed to have been reappointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the reappointment of the member is put to the meeting and lost.

10.4 No member shall be eligible for election to membership of the Council at any annual general meeting unless by no later than one week before the annual general meeting there shall be given on the appropriate form on the Club notice board the name of the member together with the names of the members proposing and seconding the nomination.

7 10.5 The offices of Club Captain and Vice-Captain, Match Secretaries and Ladies Captain and Ladies Vice-Captain shall be designated as nominated posts and shall be eligible for re-election annually.

10.6 All other nominations shall be for general membership of the Council without specific title. All general members of the Council shall be elected to serve for a period of up to three years.

10.7 At each annual general meeting the vacancies arising in the membership of the Council as a result of any retirements under article 10.1 together with vacancies arising for any other reason shall be filled in the following manner:-

(i) if the number of candidates nominated does not exceed the number of vacancies to be filled, these candidates so nominated shall be declared to be elected; or

(ii) if the number of candidates so nominated exceeds the number of vacancies to be filled, preference for each candidate will be taken by a vote of all numbers present and those candidates receiving the most votes shall be declared to be elected.

10.8 A General Meeting of the Club can terminate immediately the term of office of any member of Council and elect another in their place.

10.9 Vacancies in the Council occurring during the year shall be filled by the members at the next General Meeting of the Club. A member so appointed shall retire from office at the fixed date for the member whose place is filled. The Committee may fill any vacancy occurring during the year, until the next General Meeting of the members of the Club.

11. Disqualification and Removal of Council Members

11.1 A Council member shall cease to hold office if he or she:-

(i) becomes bankrupt or makes any arrangement or composition with his or her creditors generally; or

(ii) becomes incapable by reason of mental disorder, illness or injury of managing his or her property and affairs; or

(iii) resigns his or her office by notice to the Club; or becomes prohibited by law from being a member or by virtue of any provision of the Act; or

(iv) is directly or indirectly interested with any contract with the Club and fails to declare his or her interest; or

(v) has been absent for more than six consecutive months without permission from Council meetings held during that period and the directors resolve that his or her office be vacated; or

(vi) ceases for any reason to be a member of the Club.

12. Proceedings of the Council

12.1 Subject to the provisions of these articles, the Council may regulate their proceedings as they think fit. A member of the Council may, and at the request of a Council member, the secretary shall, call a meeting of the Council. It shall not be necessary to give notice to a Council member who is absent from the United Kingdom. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairperson shall have a second or casting vote.

12.2 Council members may fix the quorum for the transaction of the business of the Council and unless so fixed at any other numbers this shall be five. If the number of members present at a meeting of the Council is less than the number fixed as the quorum, those members present may act only for the purpose of filling vacancies or of calling a general meeting.

12.3 The Club Captain or in his absence the Vice Captain of the Club, shall preside at all meetings of the Council, but if nether the Club Captain nor the Vice Captain be present within five minutes after the time appointed for holding the meeting, the members of the Council present may appoint one of their number to chair the meeting.

12.4 The Council may at any time establish a committee or sub-committee, working party or special interest group for any purpose as decided by the Council, the terms of reference and membership of which shall be decided by the Council and include at least one of its members. the Council may disband at any time any such committee, working party or special interest group as it sees fit.

12.5 The Council shall meet for the transaction of business at least once every three months.

13. Secretary

13.1 Subject to the provisions of the Act, the Club Secretary shall be appointed by the Council for such term, at such remuneration and upon such conditions as the Council may think fit; and any Secretary so appointed may be removed by the Council.

14. Treasurer

14.1 Subject to the provisions of the Act, the Treasurer shall be appointed by the Council for such term, at such remuneration and upon such conditions as the Council may think fit; and any Treasurer so appointed may be removed by the Council.

15. Subscriptions

15.1 The subscriptions payable by each Ordinary and Other Category of Member shall be set at a level that does not pose a significant obstacle to membership or use of the Club’s facilities

(i) The entrance fees, if any, annual subscriptions, locker rents and any other charges deemed necessary for the smooth and efficient operation of the Club, shall be such sums as may be fixed at the Half Yearly Meeting in October.

8 (ii) Before any prospective member is placed on the list for membership they will require to make a deposit towards their entrance or annual subscription fee as may be fixed from time to time by the Club. In the event of them not taking up membership this deposit shall be forfeited, except in special circumstances and at the discretion of the Club Council.

(iii) Any member losing the key of their locker shall replace it at their own expense. The security of the locker and its contents is to be the sole responsibility of the member. The Club does not accept any liability for loss.

(iv) The annual subscription for the Club shall become due and payable on the 31st January in each year.

(v) Any member whose subscription is not paid on or before the 28th February in each year shall be debarred the use and privileges of the Club and premises until the subscription is paid.

(vi) Any member whose subscription has not been paid before 31st March in each year shall cease to be a member of the Club, but nevertheless, the Club shall be entitled to claim for payment from time of the subscription in arrears.

(vii) Anyone so ceasing to be a member may at the discretion of the Council be reinstated on payment of their subscription during the currency of the year.

16. Handicapping Committee

16.1 The council shall appoint Members to act along with the Men’s and Ladies Handicap/Match Secretaries respectively to act as Handicapping Committees to adjust and regulate the handicaps of members and to determine other matters pertaining to the duties of the Match Secretaries, as may from time to time arise.

17. Competitions

17.1 The competitions for trophies, medals etc shall take place on the days and on such conditions, as the Handicapping Committee shall fix No members shall be allowed to take part in any competition unless his subscription for the current year has been paid.

18. Tournaments, etc

18.1 In the event of an Open Tournament, County Cup, Inter Club Match or similar competitions taking place on Monifieth Links, the Council shall have the power to admit as Temporary Members, without payment, those taking part in the Tournament Match or Competition, but the time during which the Competitors or Players may be Temporary members, under this Rule, shall not exceed one week, including the period of the Competition or Match, and in every case the names of the Competitors and Players shall be submitted beforehand to the Secretary of the Club.

18.2 Where Club Members are appointed as representatives of the Club to play in any golf tournament, such reasonable outlays as may be incurred by these representatives, and as may be approved by the Council shall be repaid by the Club.

19. Payment of Bills

19.1 Members shall defray whatever expenses they incur before leaving the Club premises. The names of members neglecting to comply with this rule shall be reported to the Council, who shall make prompt application to the party or parties for payment of the sum due.

20. Club Hours

(a) The Clubhouse shall be open at such hours as shall be laid down by the Council and as appearing on Notices posted in the Clubhouse. (b) The Bar shall be open at such hours as shall be laid down by the Council and as appearing on Notices posted in the clubhouse.

21. Excisable Liquors

21.1 The hours during which excisable liquors may be supplied in the Clubhouse shall be those authorised from time to time by the Licensing Acts or such times within the hours so fixed as the Council may fix as in Rule 20(b) above.

(a) No members of the Council and no person employed in the Club shall have a personal interest in the sale of excisable liquors, minerals, cigarettes, tobacco or other goods therein, or in the profits arising from such sales. (b) No excisable liquors shall be sold or supplied for consumption outside the premises of the Club, except to a member of the Club in person on the premises and for his own consumption. (c) No excisable liquor shall be sold or supplied to any person less than eighteen years of age.

22. Complaints

22.1 All complaints must be made in writing to the Secretary, and shall be submitted by him to the Council. Communications must state the nature of the complaint and the Council shall take it into consideration at their first meeting after receipt of such complaint. The Council may request the Complainer to attend a subsequent meeting in person. Any Member feeling aggrieved by a decision of the Council shall have their right to appeal to the next General meeting. No appeal can be heard unless the Member appealing gives 14 days written notice to the Secretary prior to the General meeting of his intention to appeal and his grounds of appeal, and it shall not be competent to advance at the meeting any grounds of appeal other than those stated in writing.

23. Rules of the game

23.1 The rules for playing the game of Golf, as printed and used by the Royal and Ancient Golf Club of St. Andrews with such modifications and alterations as may from time to time be made thereon by the said Club shall be the Rules binding upon the members of the Golf Club. Local Rules and Byelaws, as they may from time to time be made. shall also be strictly adhered to.

24. Minutes

24.1 The Council shall cause minutes to be made in books kept for the purpose- 9 (a) of all appointments of officers made by the Council; and (b) off all proceedings at meetings of the Club, and of the Council, and of committees of members of the Council, including the names of members of the Council present at each such meeting.

25. Accounts

25.1 The Council shall cause proper books of account to be kept in respect to-

(a) all sums of money received and expended by the Club and the matters in respect of which such receipts and expenditure take place;

(b) all sales and purchases of goods by the Club;

(c) the assets and liabilities of the Club

25.2 Proper books shall not deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of affairs of the Club and to explain its transactions.

25.3 The books of account shall be kept at the office or at such other place or places as the Council shall think fit. and shall always be open to the inspection of the members of the Council.

25.4 No member shall (as such) have any right of inspecting any accounting records or other book or document of the Club except as conferred by statute or authorised by the Council or by ordinary resolution at a general meeting of the Club.

26. Audit

26.1 At the Annual General Meeting the Council shall lay before the Club a proper income and expenditure account for the period since the last preceding account (or in the case of the first account since the incorporation of the Club) together with a proper balance sheet made up as at the same date. Every such balance sheet shall be accompanied by proper reports of the Council and the auditors in accordance with the Act, and copies of such account, balance sheet and reports, and of any other documents required by law to be annexed or attached thereto or accompany them shall, not less than fourteen clear days before the date of the meeting, subject nevertheless to the provisions of the Act, be sent to the auditors and to all members entitled to receive notices of general meetings in the manner in which notices are hereafter directed to be served. The auditors’ report shall be open to inspection.

26.2 Once at least in every year the accounts of the Club shall be examined and the correctness of the income and expenditure account and balance sheets ascertained by one or more properly qualified and registered auditors.

26.3 Auditors shall be appointed and their duties regulated in accordance with the Act, the members of the Council being treated as directors.

27. Notices

27.1 Any notice to be given to or by any member pursuant to the articles shall be in writing except that a notice calling a meeting of members of the Council need not be in writing.

27.2 No notice or document of any kind shall be placed on the walls of the Club Rooms, except by the authority and with the concurrence of the Council or Secretary of the Club.

27.3 The club may give any notice to a member either personally or by sending it by post in a prepaid envelope, or by sending it by fax or electronic mail, addressed to the member at his or her registered address (which shall include the member’s e-mail address) or by leaving it at that address.

27.4 A member present at any meeting of the Club shall be deemed to have received a notice of the meeting and, where requisite, of the purpose for which it was called.

28. Indemnity

28.1 Subject to the provisions of the Act but without prejudice to any indemnity to which a member of the Council may otherwise be entitled, every member of the Council or other officer or Auditor of the Club shall be indemnified out of the assets of the Club against any liability incurred by him or her in defending any proceedings, whether civil or criminal, and which judgement is give in his or her favour or in which he or she is acquitted or in connection with any application in which relief is granted to him or her by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Club.

29. Memorandum and Articles of Association

Every registered member of the Club shall be entitled to receive a copy of the Memorandum and Articles of Association.

The Club’s Memorandums and Articles will be posted on the Club’s Notice board and web site where each member can view them. Copies are also held within the Club premises for reference.

Any member requiring an additional copy of these for their personal use shall pay such sum as the Council may determine. Visitors

(a)A member shall have the privilege of introducing, at any one time, up to three visitors. (b)All visitors must be vouched for by the introducing member and be known to the member. (c) That member shall upon admission of such visitor to the Club premises, or before being supplied with alcoholic liquor, enter his own name and the name and address of the visitors in a book which shall be kept for that purpose, and which shall show the date of each visit. (d)The visitors may only remain in the Club premises while the introducing member is also on the premises. (e) No person who has been refused membership and no person expelled from membership can be introduced as a visitor to the Club. 10 (e)Visitors may not order alcoholic liquor in the Club premises and may only be supplied with alcoholic liquor on the invitation and in the company of a member.