APPENDIX 1 BRITISH COLUMBIA GOLF CLUB LIMITED ARTICLES

APPENDIX 1 BRITISH COLUMBIA GOLF CLUB LIMITED ARTICLES

TABLE OF CONTENTS 1.0 INTERPRETATION 1.01 Definition 1.02 Meaning of Writing 1.03 Construction of Words 1.04 Application of BC Business Corporations Act 2.0 SHARES 2.01 Recognition of Trusts 2.02 Form of Certificate 2.03 Substitute Certificates 2.04 Limitation of Shareholding to One Share 2.05 Qualification of Shareholders 3.0 TRANSFER OF SHARES 3.01 Form of Transfer 3.02 Registration of Transfers 3.03 Authority to Register 3.04 Title of Transferee 3.05 Surrender of Shares 3.06 Form of Delivery 3.07 Transfer Fee 4.0 RESTRICTION OF SHARE TRANSFERS 4.01 Discretion to Refuse Transfer 5.0 TRANSMISSION OF SHARES 5.01 Recognition of Personal Representative 5.02 Payment to Estate of Shareholder 6.0 ALTERATION OF SHARE CAPITAL 6.01 Creation of New Shares 7.0 PURCHASE AND REDEMPTION OF SHARES 7.01 Company Purchase of Own Shares 7.02 Voting Restriction 8.0 BORROWING POWER 8.01 Powers of Directors 8.02 Waiver of Restriction 8.03 Restriction Upon Expenditures 8.04 Real Property Restrictions

9.0 GENERAL MEETINGS 9.01 Time and Place 9.02 Classification 9.03 Power of Directors to Convene Extraordinary General Meeting 9.04 Notice 9.05 Form of Special Notice Incorporation 10.0 PROCEEDINGS AT GENERAL MEETINGS 10.01 Special Business 10.02 Requirement of Quorum 10.03 Quorum 10.04 Lack of Quorum 10.05 Chair 10.06 Alternate Chair 10.07 Adjournments 10.08 Form of Voting 10.09 Casting Vote of Chair 10.10 Power of Chair to Adjudicate 10.11 Poll on Adjournment 10.12 Form of Poll 10.13 Effect of Poll 10.14 Entitlement to Notice 11.0 VOTES OF MEMBERS 11.01 Single Vote Limit 11.02 Deposit of Proxy 11.03 Validity of Proxy 11.04 Qualifications of Proxy Holder 11.05 Form of Proxy 12.0 DIRECTORS 12.01 Powers 12.02 Remuneration 12.03 Number 12.04 Qualification 12.05 Requirement to Disclose Disclosable Interest 12.06 Effect of Disclosable Interest 13.0 RETIREMENT AND ELECTION OF DIRECTORS 13.01 Number and Term 13.02 Additional Directors 13.03 Extended Term of Retiring Directors 13.04 Form of Nomination and Election 13.05 Filling of Casual Vacancy 13.06 Removal of Directors

14.0 PROCEEDINGS OF DIRECTORS 14.01 Meetings and Quorum 14.02 Notice of Meetings 14.03 Power of Directors to Convene Directors Meeting 14.04 Power to Act through Consent Resolution 14.05 Power to Delegate 14.06 Validity of Acts 14.07 Casting Vote of Committee Chair 14.08 When Notice Unnecessary 14.09 Waiver of Notice 14.10 Provision for Written Resolution 14.11 Casting Vote for Chair 14.12 Participation in Meetings by Telephone Incorporation 15.0 OFFICERS 15.01 Description and Qualification 15.02 Selection 15.03 Appointment of General Manager 15.04 Removal 15.05 Duties of President 15.06 Duties of Vice-President 15.07 Duties of General Manager 15.08 Duties of Secretary 15.09 Remuneration 16.0 EXECUTION OF INSTRUMENTS 16.01 Common Seal 16.02 Books of Record 16.03 Records Office 16.04 Use of Seal 17.0 DIVIDENDS 17.01 Payment of Dividends 18.0 ACCOUNTS 18.01 Books of Accounts 18.02 Inspection of Records 18.03 Financial Statements for Annual General Meeting 18.04 Appointment of Auditors 18.05 Authorized Signing Authorities for Bank Accounts

19.0 NOTICES 19.01 Form 19.02 To Representative 19.03 Validity 19.04 Time of Receipt 19.05 Entitlement Incorporation 20.0 INDEMNIFICATIONS AND PROTECTION OF DIRECTORS, OFFICERS, EMPLOYEES AND CERTAIN AGENTS 20.01 Indemnity Provision 20.02 Power to Insure 21.0 ADVISORY COUNCIL 21.01 Composition 22.0 POWERS AND DUTIES OF THE ADVISORY COUNCIL 22.01 Function 22.02 Election of Chairman 22.03 Power to Convene Extraordinary General Meeting 22.04 Remuneration

- 1 - Incorporation ARTICLES 1.0 INTERPRETATION 1.01 In these Articles, unless there is something inconsistent in the subject or context: (a) (b) (c) (d) (e) (f) Advisory Council means the members of the Advisory Council for the time being; Board of Directors or Board means the Directors of the Company for the time being; Business Corporations Act means the Business Corporations Act of the Province of British Columbia as amended or re-enacted from time to time, and every statute that may be substituted therefor and, in the case of such substitution, any references in these Articles of the Company to provisions of the Act shall be read as references to the substituted provisions therefor in the new statute or statutes; Club shall mean the Golf Club presently known as The Vancouver Golf Club and any successor thereto; Company means the British Columbia Golf Club Limited; Directors means Directors of the Company for the time being; (g) General Manager has the meaning assigned to such term by Article 15; (h) (i) (j) (k) Member means a shareholder of the Company; Member of the Club means a member of the Club; Month means calendar month; Ordinary Resolution has the meaning assigned thereto by the Business Corporations Act; (l) President has the meaning assigned to such term by Article 15; (m) (n) Register means the central securities register to be kept pursuant to the Business Corporations Act; Registered Address of a Director means his residential and e-mail address or prescribed address as recorded in the Company s Register of Directors to be kept pursuant to the Business Corporations Act;

(o) (p) Incorporation - 2 - Registered Address of a member means his address recorded in the Register; Seal means the common seal of the Company, if the Company has one; (q) Secretary has the meaning assigned to such term by Article 15; (r) Special Resolution has the meaning assigned thereto by the Business Corporations Act. 1.02 Expressions referring to writing shall be construed as including references to printing, lithography, typesetting, photography and other modes of representing or reproducing words in visible form. 1.03 Words importing the singular include the plural and vice versa, and words importing a male person include a female person, and a corporation. 1.04 The definitions in the Business Corporations Act on the date these Articles become effective shall, with the necessary changes and so far as are applicable, apply to these Articles. 2.0 SHARES 2.01 Except as required by law or statute or these articles, no person shall be recognized by the Company as holding any share upon any trust and the Company shall not be bound by, or compelled to, in any way recognize (even when having notice thereof) any equitable contingent, future or partial interest in any share, of any interest in any fractional part of a share or (except only as by law or statute or these articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof as the registered holder. 2.02 Every share certificate issued by the Company shall be in such form as the Directors approve and shall comply with the Business Corporations Act. 2.03 If any share certificate is worn out or defaced, then, upon production of that certificate to the Directors, they may order the same to be cancelled and may issue a new certificate in place of that certificate, and if any share certificate is lost or destroyed, then upon proof of the loss or destruction to the satisfaction of the Directors, upon paying the Company a prescribed fee, and upon giving such indemnity as the Directors deem adequate, a new certificate in place of the lost or destroyed certificate shall be issued to the party entitled to it. 2.04 No person shall hold more than one share in the capital of the Company. 2.05 No person other than a Member of Club shall hold shares in the Company.

3.0 TRANSFER OF SHARES - 3 - Incorporation 3.01 All transfers of shares are subject to Article 3.05 and Article 4.01. The instrument of transfer of any share shall be in writing in the following form or in any usual or common form or any other form that the Directors may approve. I, in consideration of $, paid to me by or on behalf of (the Transferee ), hereby transfer to the Transferee (No. and Class, if any) shares in (Name of Company) to hold unto the Transferee, his executors, administrators and assigns, subject to the several conditions on which I/We held the same at the time of the execution of this assignment; and the Transferee, by acceptance of this assignment; agrees to take those shares subject to those conditions. Signed the day of, 20 Signature of Transferor Witness to the Signature of the Transferor If the Directors so require, each instrument of transfer shall be in respect of only one class of shares. 3.02 Every instrument of transfer shall be executed by the Transferor and left at the registered office of the Company or of its transfer agent or Registrar for registration, together with the share certificate for the shares to be transferred and such other evidence, if any, as the Directors or the transfer agent or Registrar may require to prove the title of the Transferor or his right to transfer the shares. All instruments of transfer which are registered shall be retained by the Company or its transfer agent or Registrar, but any instrument of transfer that the Directors decline to register shall be returned to the person depositing the same, together with the share certificate which accompanied the same when tendered for registration. The Transferor shall remain the holder of the share until the name of the Transferee is entered in the register in respect of that share. 3.03 The signature of the registered owner of any shares, or of his duly authorized attorney, upon the form of transfer constitutes an authority to the Company to register the shares specified in the Form of Transfer in the name of the person named in that Form as Transferee, or, if no person is so named, then in any name designated in writing by the person depositing the share certificate and the Form of Transfer with the Company or its agents.

- 4-3.04 Neither the Company nor any Director, Officer or agent is bound to inquire into the title of the Transferee of those shares to be transferred, or is liable to the registered or any intermediate owner of those shares, for registering the transfer. 3.05 Every person who ceases to be a Member in good standing of the Club shall surrender and transfer his shares in the company in the manner provided by the Directors. Such person or Transferor acknowledges that he or she shall not be entitled to freely transfer the shares but shall designate a Transferee, who is a Member of the Club, in accordance with the requirements of the Directors. 3.06 Every person who has a share or shares in the Company and who is not a Member in good standing of the Club shall forthwith deliver to the Club the certificate or certificates for such share or shares duly endorsed for transfer and shall be paid by the Club the sum of one hundred ($100.00) dollars for each and every share so delivered. 3.07 There shall be paid to the Company, in respect of the registration of any transfer, such sum as the Directors fix and which shall not exceed that permitted by the Business Corporations Act. 4.0 RESTRICTIONS ON SHARE TRANSFERS 4.01 Notwithstanding anything contained in these Articles, the Directors may, in their absolute discretion, decline to register any transfer of shares and shall not be required to disclose the reasons therefor. 5.0 TRANSMISSION OF SHARES 5.01 In the case of the death of a Member, the legal personal representative of the deceased shall be the only person recognized by the Company as having any title to or interest in the shares registered in the name of the deceased. Before recognizing any legal personal representative, the Directors may require him to take out a Grant of Probate or Letters of Administration in the Province of British Columbia. 5.02 Any person becoming entitled to a share in consequence of the death, bankruptcy or insolvency of any member may, upon producing proper evidence of the Grant of Probate, or Letters of Administration, or such other evidence that sustains the character in respect of which he proposes to act under this Article, or of his title as the Directors think sufficient, may, with the consent of the Directors, which they shall not be under any obligation to give, be registered as holder of the share, but shall forthwith deliver up such share duly endorsed to the Company and be paid the sum of one hundred ($100.00) dollars. Such temporary registration as holder of a share shall not breach Article 2.05.

- 5-6.0 ALTERATION OF SHARE CAPITAL Incorporation 6.01 Except as otherwise provided by conditions imposed at the time of creation of any new shares, or by these Articles, any addition to the authorized capital resulting from the creation of new shares shall be subject to the provision of these Articles and of the Business Corporations Act. 7.0 PURCHASE AND REDEMPTION OF SHARES 7.01 Subject to the special rights and restrictions attached to any class of shares, the Company may, by a resolution of the Directors and in compliance with the Business Corporations Act, purchase any of its shares at the price and upon the terms specified in such resolution or redeem any class of its shares in accordance with the special rights and restrictions attaching thereto. 7.02 Subject to the provisions of the Business Corporations Act, any shares purchased by the Company may be sold or issued by it, but, while such shares are held by the Company, it shall not exercise any vote in respect of those shares. 8.0 BORROWING POWERS 8.01 The Directors may from time to time at their discretion, authorize the Company to borrow any sum of money for the purposes of the Company, and may raise or secure the repayment of that sum in such manner, and upon such terms and conditions, in all respects, as they think fit, and in particular, and without limiting the generality of the foregoing, by the issue of bonds or debentures, or by any mortgage or charge, whether specific or floating, or other security on the undertaking or the whole or any other part of the property of the Company, both present and future; provided that the aggregate amount owing at any time in respect of monies so borrowed shall not exceed one hundred thousand ($100,000.00) dollars. For greater certainty, any borrowings in respect of which a waiver by Special Resolution is obtained pursuant to Article 8.02, shall not be included in the calculation of the one hundred thousand ($100,000.00) maximum contemplated by this Article 8.01. 8.02 The restriction imposed by Article 8.01 upon the borrowing powers of the Directors may be waived by Special Resolution passed for that purpose. 8.03 Unless authorized by Ordinary Resolution, the Directors shall not make, or cause to be made, alterations, additions, or improvements to the property and assets of the Company costing in the aggregate in any one year, an amount in excess of 5% of the cost of the fixed assets of the Company exclusive of land. For the purposes of this Article the cost of fixed assets shall be determined in accordance with the audited financial statements of the Company for the most recent fiscal year.

- 6-8.04 The Directors shall not buy, sell, lease or otherwise deal in or dispose of any real property of the Company without authority of a Special Resolution passed for that purpose. 9.0 GENERAL MEETINGS 9.01 The General Meetings of the Company shall be held at such time and place, in accordance with the Business Corporations Act as the Directors appoint. 9.02 Every General Meeting, other than an Annual General meeting, shall be called an Extraordinary General Meeting. 9.03 The Directors may, whenever they think fit, convene an Extraordinary General Meeting. 9.04 Notice of a General Meeting shall specify the place, the day, and the hour of the meeting, and, in case of special business, the general nature of that business. The accidental omission to give notice of any meeting to, or the non-receipt of any notice by, any member entitled to receive notice shall not invalidate any proceedings at that meeting. 9.05 If any special business includes the presenting, considering, approving, ratifying, or authorizing the execution of any document, then the portion of any notice relating to the document is, sufficient if it states that a copy of the document is or will be available, for inspection by members at the office of the Company in the Province of British Columbia, or at one or more designated places in the Province, during business hours on any specified working day or days prior to the date of the meeting, and at the meeting. 10.0 PROCEEDINGS AT GENERAL MEETING 10.01 The following business at a General meeting shall be deemed to be special business. (a) (b) All business at an Extraordinary General Meeting; All business that is transacted at an Annual General Meeting, with the exception of the consideration of the financial statements and the report of the Directors and the auditors, the election of Directors, the appointment of the auditors and such other business as, under these Articles, ought to be transacted at an Annual General meeting, or any business which is brought under consideration by the report of the Directors issued with the notice convening the meeting. 10.02 No business, other than the election of a Chair and the adjournment or determination of the meeting, shall be conducted at any General Meeting at any time when a quorum is not present. If at any time during a General meeting there ceases to be a quorum present, any business then in progress shall be suspended until there is a quorum present, or until the meeting is adjourned or terminated, as the case may be.

- 7-10.03 Save as otherwise herein provided, a quorum for a General meeting shall be forty (40) Members in good standing in person or by proxy present at the commencement of the meeting. 10.04 If within a half an hour from the time appointed for a General meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be terminated; but in any other case, it shall stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present, then the Members present shall be a quorum. 10.05 Subject to Article 10.06, the President of the Company, or in his absence, one of the Directors present shall preside as Chair of every General Meeting. 10.06 If at any General Meeting there is no President or Director present within fifteen minutes after the time appointed for holding the meeting or, if the President and all of the Directors present are unwilling to act as Chair, the Members present shall choose someone of their number to be Chair. 10.07 The Chair of a General Meeting may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for ten (10) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as aforesaid, it is not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned General Meeting. 10.08 Subject to the provisions of the Business Corporations Act, every question submitted to a General Meeting shall be decided by a show of hands unless a poll is demanded by at least five (5) Members, present in person, and a declaration by the Chair that a resolution has been carried, or carried by a particular majority, or not carried by a particular majority, and an entry in the book of proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 10.09 In case of an equality of votes the Chair shall not have a casting or second vote in addition to the vote or votes to which he may be entitled as a Member. 10.10 In the case of any dispute as to the admission or rejection of a vote, the Chair shall determine the same and his determination made in good faith is final and conclusive. 10.11 A poll demanded on a question of adjournment shall be taken at the meeting without adjournment. 10.12 Subject to the provisions of Article 10.11 if a poll is duly demanded, it shall be taken in such manner and at such time, within seven (7) days after the date of the meeting, and

- 8 - place as the Chair of the meeting directs. The result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded. A demand for a poll may be withdrawn. 10.13 The demand for a poll shall not, unless the Chair so rules, prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded. 10.14 The Directors may fix in advance a date, preceding by not more than thirty-one (31) days, the date of any General Meeting as a record date for the determination of persons entitled to notice of, to attend and to vote at any such meeting and in every such case only such persons as shall be members of record at the close of business on the date so fixed shall be entitled to notice of, to attend and to vote at any such meeting notwithstanding the transfer of any shares after any such record date fixed as aforesaid. 11.0 VOTES OF MEMBERS 11.01 Subject to any rights or restrictions for the time being attached to any class or classes of shares, and on a show of hands, every Member present in person has one vote, and on a poll every Member, present in person or by proxy shall have one vote for each share held. 11.02 Unless the Directors otherwise determine, the instrument appointing a proxyholder and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof shall be deposited at a place specified for that purpose in the notice convening the meeting not less than forty-eight (48) hours before the time for holding the meeting at which the proxyholder proposes to vote, or shall be deposited with the Chair of the meeting prior to the commencement of the meeting. 11.03 A vote given in accordance with the terms of an instrument of proxy is valid, notwithstanding the previous death or incapacity of the Member, or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the share in respect of which proxy is given, provided no notice in writing of the death, incapacity, revocation or transfer has been received at the registered office of the Company or by the Chair of the meeting or adjourned meeting before the vote is given. 11.04 Any person may act as a proxyholder whether or not he is entitled on his own behalf to be present and to vote at the meeting at which he acts as proxyholder. The Member may authorize the person so appointed to act as proxyholder for such period or at such meeting or meetings as the Business Corporations Act permits. 11.05 Unless, in the circumstances, the Business Corporations Act requires any other form of proxy, an instrument appointing a proxyholder, whether for a specified meeting or otherwise, shall be in the form following, or in any other form that the Directors shall approve:

- 9 - British Columbia Golf Club Limited Incorporation The undersigned of (or failing him of ) hereby appoints as proxy for the undersigned to attend at and vote for on behalf of the undersigned at the general meeting of the Company to be held on the day of, 20, and at any adjournment of that meeting. Signed this day of, 20. 12.0 DIRECTORS Signature of Member 12.01 The Directors may exercise all such powers and all such acts and things as a Company may exercise and do, and which are not by these Articles or by statute or otherwise lawfully directed or required to be exercised or done by the Company in General Meeting, but subject, nevertheless, to provisions of all laws as affecting the Company and of these Articles and to any rules, not being inconsistent with Articles, which are made from time to time by the Company in General Meeting; but no rule, made by the Company in General Meeting, shall invalidate any prior act of the Directors that would have been valid if that rule had not been made. 12.02 The Directors may be repaid such reasonable expenses as they incur in and about the business of the Company and, if any Director shall perform any professional or other service for the Company that in the opinion of the Directors are outside the ordinary duties of a Director, or shall otherwise be specifically occupied in or about the Company s business, he may be paid a remuneration to be fixed by the Directors, or at the option of such Director, by the Company in General Meeting, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he may be entitled to receive, and the same shall be charged as part of the ordinary working expenses of the Company. 12.03 The number or Directors shall be nine (9) unless otherwise determined by Ordinary Resolution. 12.04 A Director must be a Member of the Company and a member in good standing of the Club. 12.05 A Director or Officer of the Company shall disclose to the Company, in the manner and to the extent provided by the Business Corporations Act, any disclosable interest that

- 10 - such Director or Officer has in a material contract or transaction, whether made or proposed, with the Company, if such Director or Officer: (a) (b) (c) is a party to the contract or transaction; or is a director or an officer, or an individual acting in a similar capacity, of a party to the contract or transaction; or has a material interest in a party to the contract or transaction. Such Director or Officer shall not vote on any resolution to approve the same except as provided by the Business Corporations Act. A general notice to the Board by a Director or Officer that he has such a material interest in any contract or transaction is a sufficient declaration of interest in relation to any contract so made. 12.06 A material contract or transaction is neither void nor voidable by reason only that one or more of the Directors or Officers has a material interest therein as aforesaid, or that an interested director is present at or is included in constituting the quorum at a meeting of Directors that authorized the contract or transaction, if the Director or Officer disclosed his interest in the manner referred to above and the contract or transaction was approved by the Directors or Members and was reasonable and fair to the Company at the time it was approved. 13.0 RETIREMENT AND ELECTION OF DIRECTORS 13.01 At every Annual General Meeting, the Members shall elect three (3) Directors to fill the offices of the three (3) Directors whose terms then expire. The terms of office of each Director shall expire at the third Annual General Meeting following his election. A Director whose term of office has expired shall be eligible for re-election. 13.02 If, following the election of the Directors described in Article 13.01, the total number of Directors is less than nine (9), the Members shall, by election, fill the remaining vacancies. 13.03 If, at any General meeting at which an election of Directors is scheduled, all offices of the retiring Directors are not filled, and it is not resolved to reduce the number of Directors, then such of the retiring Directors as may be requested by the newly elected Directors shall, if willing, continue in office until further new Directors are elected at an Extraordinary General Meeting especially convened for that purpose or at the Annual General Meeting in the next or some subsequent year. 13.04 The nomination of Directors shall be subject to the following regulations: (a) The Directors shall, at least two months prior to the end of each fiscal year, appoint a nominating committee composed of one (1) current Director of the

- 11 - Company, two (2) Members who were previously appointed President of the Company and two (2) Members at large, all of whom are in good standing. (b) (c) (d) (e) (f) (g) (h) (i) The nominating committee shall, by the end of the fiscal year, nominate sufficient persons to fill all vacancies on the Board of Directors. The names of the persons so nominated shall be forthwith placed on the official Club bulletin board. Any further nominations shall be in writing and in such form as the Directors prescribe, and shall be delivered to the Company by being deposited with the General Manager before midnight on the 21 st day following the fiscal year end. The names of any further persons so nominated shall be forthwith placed on the official Club bulletin board. If no more than the required number of Directors has been nominated in accordance with these Articles, the persons so nominated shall be deemed to have been elected to the Board of Directors for a term of three (3) years and shall take office forthwith after the termination of the meeting at which the election was to be held. If the number of persons nominated exceeds the required number of Directors, there shall be an election by secret ballot. The General Manager shall, at least fourteen (14) days before the date of the Annual General meeting, mail, or cause to be mailed, the requisite number of ballots on which shall appear, in alphabetical order, the full names of all nominees for the office of Director, to each Member of the Company, together with an envelope marked Ballot on the face thereof and a larger size envelope, on the face of which shall appear a space for the member s signature. To case his vote or votes, each Member shall mark his ballot or ballots with an X opposite the names of the candidates of his choice. A Member shall not vote for more candidates than there are vacancies to be filled. Any ballot upon which more votes are recorded than there are vacancies to be filled shall be rejected as spoiled. All ballots shall be sealed in the envelope marked Ballot, which shall then be sealed in the larger envelope. All of the larger envelopes containing such ballots shall be signed by the Member voting and delivered to the General Manager prior to the commencement of the Annual General Meeting. The General Manager shall check, or cause to be checked, the signatures appearing on each such envelope, as received, and if satisfied that the Member is entitled to vote, he shall register, or cause to be registered, the Member s name and deposit the envelope in a locked ballot box.

(j) (k) (l) Incorporation - 12 - On the day of, and prior to the Annual General Meeting, the ballots shall be counted by three (3) scrutineers appointed by the President for that purpose, none of whom shall be a Director. If any sealed envelope contains more than the proper number of ballots, all the ballots in such envelope shall be rejected. The three (3) scrutineers shall submit to the President in a sealed envelope a written report of the results of the election of Directors. The President shall announce the names of the successful candidates at the Annual General Meeting. In the event two (2) or more candidates receive an equal number of votes, the incumbent Directors shall each have casting votes equal to the number of remaining vacancies to be filled from such candidates, and the candidate or candidates receiving the greater number of casting votes shall be declared elected. 13.05 The Directors have power at any time and from time to time to appoint any person as a Director to fill a vacancy in their number. Any Director so appointed shall only hold office until the next Annual General Meeting. 13.06 The office of a Director shall be vacated if the Director: (a) (b) (c) (d) ceases to be a Member of the Company; ceases to be a Member of the Club; gives notice in writing to the Company resigning his office; or is no longer qualified to hold office pursuant to the provisions of the Business Corporations Act. 14.0 PROCEEDINGS OF DIRECTORS 14.01 The Directors may meet together at such times and places as they think fit for the dispatch of business and otherwise regulate their own meetings and proceedings. They may from time to time fix a quorum necessary for the transaction of business and, unless so fixed, a quorum shall be a majority of the Directors then holding office. A Director interested in any contract or transaction under consideration may be counted to make up a quorum but he may not vote. The President of the Company shall be Chair of all meetings of the Directors, but if he is absent for thirty (30) minutes after the time appointed for any meeting, the Directors may choose one of their number to be Chair. 14.02 A Director may at any time, and the Secretary upon the written request of a Director, shall call a meeting of the Directors. Notice specifying the time and place of such meeting shall be mailed, postage prepaid, or by e-mail to each Director at his usual business or residential address or electronic e-mail address at least forty-eight (48) hours before the time of such meeting, or such lesser period as may be reasonable under the circumstances; or such notice, including in form a telegram, telex, e-mail or other method

- 13 - of transmitting visually recorded messages, may be given to each Director, either personally or by leaving at his usual business or residential address or electronic e-mail address, at least forty-eight (48) hours before such time, or such lesser period as may be reasonable under the circumstances. It shall not be necessary to give a Director notice of a meeting scheduled to follow the Annual General Meeting at which such Director was elected. Accidental omission to give notice of a meeting of Directors to, or the non-receipt of notice by, any Director, shall not invalidate the proceedings of such meeting. 14.03 The Directors, or any Committee of Directors, may take any action required or permitted to be taken by them and may exercise all or any of the authorities, powers and discretions for the time being vested in, or exercisable by them by resolution, either passed at a meeting at which a quorum is present, or unanimously consented to in writing. 14.04 The Directors may delegate any, but not all, of their powers to committees consisting of such Director or Directors, as they think fit. Any committee so formed, and the exercise of the powers so delegated, shall conform to any rules that may from time to time be imposed on it by the Directors, and it shall report every act or thing done in its exercise of those posers to the next meeting of the Directors. 14.05 All acts done by any meeting of the Directors or by a Committee of Directors, or by any person acting as a Director shall, notwithstanding that it shall be later determined that there was some defect in the appointment of such Director or person so acting, or that they were or any of them was disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director. 14.06 The Members of a committee may meet and adjourn as they think proper. Questions arising at any meeting shall be determined by a majority of votes of the Members present and, in case of an equality of votes, the Chair shall have a casting vote. 14.07 It shall not be necessary to give notice to a newly elected or appointed Director of a Director s meeting held on the same day as the meeting at which such Director was elected or appointed, and such later meeting will be deemed properly constituted if the quorum is present. 14.08 Any Director, who is absent temporarily from the Province of British Columbia, may file by letter, telegram, telex or cable, at the registered office of the Company, a waiver of notice of any meeting of the Directors, and may at any time withdraw the waiver in like manner; provided that until the waiver is withdrawn, no notice of meetings of Director need be sent that Director, and meetings held in his absence shall be deemed properly constituted if a quorum is present. 14.09 A resolution in writing, signed by each Director shall be valid and effectual as if it had been passed at a meeting of Directors duly called and held. Such resolution may be in one or more counterparts, each signed by one or more Directors, which together shall be deemed to constitute one resolution in writing.

- 14-14.10 Questions arising at any meeting of the Directors shall be decided by a majority of votes. In the case of an equality of votes, the Chair shall have a casting vote in addition to his vote as a Director. 14.11 Meetings of Directors may be held by telephone provided all attendees confirm they can hear one another and consent to the participation of other Members by telephone. 15.0 OFFICERS 15.01 The Officers of the Company shall be an Honorary President, a President, Vice-President, General Manager and Secretary. The Honorary President shall be appointed by the Company in General Meeting and the other Officers shall be elected or appointed by the Directors, provided: (a) (b) The President and the Vice-President shall be elected from the members of the Board of Directors. The President shall be the Chair and the Vice-President shall be the Vice-Chair of the Board of Directors. The Secretary and/or General Manager must be a person who is not a member of the Company, or of the Club. The Secretary and General Manager may be one person. 15.02 The President and the Vice-President shall be elected and the Secretary appointed annually at the first meeting of the Directors after the Annual General Meeting of the Company. 15.03 The General Manager shall be the General Manager of the Club subject only to appointment by the Directors. The conditions of his employment shall be fixed by the Directors and his term shall be the same as his term with the Club. 15.04 All Officers other than the Honorary President shall be subject to removal at any time by the Directors. 15.05 The President shall, when present, preside at all meetings of the members and Directors. He shall sign all instruments that require his signature and perform all duties incident to his office, and shall have such other powers and duties as may from time to time be assigned to him by the Directors. 15.06 The Vice-President shall perform such duties, and be vested such powers as may be assigned to him from time to time by the Directors or by the President. 15.07 The General Manager shall attend all General and Extraordinary Meetings of the members and all meetings of the Directors unless excused by them. 15.08 The Secretary shall keep, or cause to be kept, the records of the Company, make, or cause to be made, when due all required filings for the Company, with the Registrar of

- 15 - Companies, and perform such other duties as may be assigned him from time to time by the Directors or by the President. 15.09 The Directors shall have the power to remunerate its General Manager and Secretary through salary, fee, commission, or as they otherwise deem fit. 16.0 EXECUTION OF INSTRUMENTS 16.01 The Directors may provide a common seal for the Company and for its use and they shall have the power from time to time to destroy the same and in their discretion substitute a new one. 16.02 The Directors shall cause the following to be entered into the Company s books of record: (a) (b) (c) (d) The names and addresses of all Directors; The names of the Directors present at each meeting of Directors; The orders made by the Directors or any committee of Directors; The resolutions and proceedings of all meetings of the Company of the Directors or any committee of the Directors. 16.03 The Directors shall cause the Company to keep at its records office, or such other place as the Business Corporations Act may permit, the documents, copies of documents, registers, minutes, and other records which the Company is required by the Business Corporations Act to keep at its records office, or such other place. 16.04 The Directors shall provide for the safe custody of the common seal of the Company, and shall not affix the seal to any instrument except pursuant to a resolution of the Directors, or a Committee of the Directors, duly authorized in that regard, and in the presence of such person or persons as shall be prescribed by such resolution, and such person or persons shall sign every instrument to which the seal of the Company is affixed in their presence. 17.0 DIVIDENDS 17.01 Notwithstanding anything to the contrary contained in these articles: (a) (b) The Company or the Directors shall not declare or pay any dividend to, or for the benefit of, any Member of the Company. No part of the income of the Company shall be payable or be otherwise available for the personal benefit of any member of the Company other than legal,

- 16 - accounting, professional or contracted fees and charges as may be incurred for such services. 18.0 ACCOUNTS 18.01 The Directors shall cause records and books of account to be kept which record properly the financial affairs and conditions of the Company, and which comply with statutes and regulations applicable to the Company. The books of accounts shall be kept in such form, and at such place of places, and in such manner as the Directors and auditors deem fit and shall at all times be open to inspection by any of the Directors or members of the Advisory Council. 18.02 The Directors may determine to what extent, and at what times and places, and under what conditions the accounting records of the Company shall be open to the inspection of Members. 18.03 The Directors shall cause to be made in each calendar year, and to be submitted to the Company at its Annual General Meeting, financial statements which compare the fiscal year ending not more than three (3) months prior to such meeting with the fiscal year immediately preceding. The financial statements shall include a statement of revenues and expenses, statement of cash flows, and balance sheet and attached to such financial statements shall be the auditor s report and a report of the Directors regarding the state of the Company s financial affairs and what, if any, monies will be allocated for reserves. 18.04 The Members shall appoint Company auditors to perform such services as are required by the Business Corporations Act and shall fix their remuneration. 18.05 The authorized signing authorities for any bank account of the Company shall be any two (2) of: the President, Vice-President, chair of finance committee (if such committee is appointed by the Directors), vice-chair of finance committee (if such committee is appointed by the Directors) and the General Manager. 19.0 NOTICES 19.01 Notice may be given to any Member or Director, either personally or by sending it by post to him in a prepaid letter envelope, or wrapper addressed to the member or Director at the address appearing for him in the central securities register, or by sending it by electronic means to the electronic mailing address of the Member or Director. 19.02 Notice may be given by the Company to any person entitled to a share of the Company through the death or bankruptcy of a member by sending it by post in a prepaid letter, envelope, or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt or by any like description, at the address if any, supplied for that purpose by the person claiming to be so entitled, or until that address has

- 17 - been so supplied, by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred. 19.03 Any notice or document given a member in accordance with these Articles, shall, notwithstanding that Member is then deceased, and whether or not the Company has notice of his death, be deemed to have been duly served in respect of any registered shares, whether held solely or jointly with other persons by that deceased Member, until some other person is registered in his stead as the Member or joint Member in respect of those shares, and such notice or document shall be deemed to have been given his personal representative and all other persons, if any, jointly interested with him in such shares. 19.04 Any notice sent by post shall be deemed to have been received on the second day following that on which the letter, envelope or wrapper containing the same is posted. Proof that the letter, envelope, or wrapper containing the notice was properly addressed and deposited in a Canadian Government Post Office, postage prepaid, shall be sufficient proof of posting. Any notice sent by electronic means shall be deemed received on the date such notice is sent. 19.05 Not less than twenty-one (21) days notice of every General Meeting shall be given to the following only: (a) (b) Each Member holding a share or shares in the Company which carry the right to vote at such meeting on the record date or, if no record date was established by the Directors, on the date of the giving of notice. Each person upon whom the ownership of a share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a member where the Member but for his death or bankruptcy would have been entitled to receive notice of the meeting. 20.0 INDEMNIFICATION AND PROTECTION OF DIRECTORS, OFFICERS, EMPLOYEES AND CERTAIN AGENTS. 20.01 Subject to the Business Corporations Act, the Company shall indemnify any person, or the heirs, executors and administrators of any person, who was, or is, a party to any threatened, pending or completed action or proceeding, by reason of the fact that he is, or was, a Director, Officer, Employee or agent of the Company, against all costs, charges and expenses, including legal fees and any amounts paid to settle the action or proceedings, or to satisfy a judgement or fine in a civil or criminal action or proceeding, if: (a) (b) he acted honestly, in good faith and in the best interests of the Company; and in the case of a criminal proceeding he had reasonable grounds for believing that his conduct was lawful.

- 18-20.02 The Directors may cause the Company to purchase and maintain insurance for the benefit of any person who is, or was, a Director, Officer, Employee, or agent of the Company, or is, or was, serving at the request of the Company as a Director, Officer, Employee or agent of another company, partnership, joint venture, trust or other enterprise against any liability incurred by him in such capacity. 21.0 ADVISORY COUNCIL 21.01 There shall be an Advisory Council comprising all Past Presidents in good standing and holding a share in the Company together with the incumbent President and Vice- President. Current Directors of the Company except for the incumbent President and Vice-President, shall not be eligible to hold office on the Council. 22.0 POWERS AND DUTIES OF THE ADVISORY COUNCIL 22.01 The Advisory Council shall consider all matters that may concern or effect the continuity or security of the Company and shall act generally in an advisory capacity on any other matters, referred them by the President or Directors. Copies of all financial and other documents including minutes of Directors meetings shall be made available to the Council. 22.02 The Advisory Council shall elect from its members annually at its first meeting after the Annual General Meeting of the Company, a Chair who shall act in this capacity at all meetings, and in his absence the council shall appoint an Acting Chair. All decisions of the Council shall be by majority vote. 22.03 The Advisory Council shall have power to convene Extraordinary General Meetings of the Company. 22.04 No remuneration or fee shall be paid to any member of the Advisory Council for acting as such unless approved by the membership at a General Meeting, provided always that the Directors may contract with any member of the Advisory Council for goods or services rendered, or to be rendered by such member.