TEWANTIN-NOOSA GOLF CLUB INC

TEWANTIN-NOOSA GOLF CLUB INC CLUB CONSTITUTION AND RULES As adopted at the Special General Meeting 16 September 2007 and registered by Department of Tourism, Fair Trading and Wine Industry Development on 26 September 2007 (Inclusion of amendments adopted at the Annual General Meeting 12 October 2008) (Inclusion of amendments adopted at the Special General Meeting 10 May 2009) (Inclusion of amendments adopted at the Annual General Meeting 11 October 2009) (Inclusion of amendments adopted at the Annual General Meeting 10 October 2010) (Inclusion of amendments adopted at the Annual General Meeting 9 October 2011) (Inclusion of amendments adopted at the Annual General Meeting 30 September 2012) (Inclusion of amendments adopted at the Annual General Meeting 29 September 2013) (Inclusion of amendments adopted at the Annual General Meeting 22 September 2014) (Inclusion of amendments adopted at the Annual General Meeting 18 September 2017) MULLINS LAWYERS Level 22, Central Plaza One 345 Queen Street BRISBANE QLD 4000 Tel: (07) 3224 0222 Fax: (07) 3224 0333 Ref: JJM:AS:89471 TEWANTIN-NOOSA GOLF CLUB INC CLUB CONSTITUTION AND RULES

2 1 NAME The name of the Club is "Tewantin-Noosa Golf Club Inc." hereinafter referred to as "the Club". 2 OBJECTS OF THE CLUB The objects for which the Club is established are:- 2.1 To promote the game of golf and such other sports, games and pastimes, indoor and outdoor, as the Club may deem expedient and to provide accommodation for its members and their guests. 2.2 To affiliate with Golf Queensland and such other Associations as shall be considered desirable. 2.3 To purchase, lease or otherwise acquire land at or near Tewantin or at any place that the Club may deem expedient and to lay out and prepare such grounds for golf and for other purposes of the Club and to provide a Clubhouse, pavilions, lavatories and other conveniences in connection therewith and to permit the use thereof by members of all classes and their guests on such terms as the Club shall determine. 2.4 To hold or arrange golf and other matches, games and competitions and offer and grant or contribute towards the provision of trophies, awards and distinctions in connection therewith. 2.5 To subscribe to, become member of and co-operate with any other Association, whether incorporated or not, whose objects are altogether or in part similar to or compatible with those of this Club. 3 POWER OF THE CLUB 3.1 The Club has the power to do all such acts, deeds, matters and things to enter into and make such arrangements as are incidental or conclusive to the attainment of any of the objects set out herein. 4 PROPERTY AND INCOME 4.1 The whole of the real and/or personal property of whatsoever nature and kind from time to time belonging to the Club shall be vested in and under the control of the Club upon trust for the Life Members and Members of the Club. 4.2 The income, profits and property of the Club, howsoever derived shall be used and applied solely to the objects and purposes for which its members are associated together and in the exercise of the Club's powers. 4.3 No payment of any dividend or distribution of profits or income to or amongst the members of the Club will be made: Provided that nothing herein shall prevent the payment in good faith or remuneration to any officers or servants of the Club or to any members thereof or any other person, in return for any services actually rendered to the Club. 5 MEMBERSHIP

3 Membership of the Club shall be open to any person of good character and repute who has attained the age of 18 years and whose membership is, in the opinion of the Executive Committee, likely to be compatible with the existing members of the Club. 6 CLASSES OF MEMBERSHIP The classes of membership of the Club shall be as follows: 6.1 Members: Any person who is eligible for membership of the Club under this Constitution may be elected in accordance with the provisions contained herein as a Member of the Club. As such he or she shall be entitled to vote at General Meetings, hold office or be elected to the Executive Committee. He or she shall be entitled to all privileges connected therewith, but be subject to all disabilities and obligations as a Member. 6.2 Life Members: "Life Members" shall mean such persons who shall, on the recommendation of the Executive Committee, be elected as a Life Member at any General Meeting of the Club in recognition of his or her service to the Club and shall thereafter by entitled to all privileges of Membership as the case may be without paying the annual subscription and shall not be liable for any levy which may be made by the Club. A two-thirds majority of Life Members and Members present and voting by secret ballot shall be necessary at such election. 6.3 Social Members: This class of membership shall be available to persons who do not wish, or are unable, to play golf. Members of this class shall have full access to the Clubhouse and amenities. They shall take no part in the management of the Club nor hold office or vote at meetings. 6.4 Provisional Members: Persons desirous of admittance as a Member of the Club may be admitted as Provisional Members. They shall only be entitled to such limited use of the Clubhouse and golf course and be subject to such other restrictions as the Executive Committee may from time to time decide. Subject to the approval of the Executive Committee, Provisional Members shall be transferred to Membership in order of priority in which they were elected as Provisional Members. 6.5 Honorary Members: The following may, at the discretion of the Executive Committee, be made Honorary Members of the Club: 6.5.1 A visiting member of another Golf Club affiliated with Golf Queensland, Professional Golf Union or Association or any State or District Association or Union recognised by such Unions or Associations. 6.5.2 Prominent state, national or international golfers. 6.5.3 Any prominent citizen visiting the Club for some special occasion. 6.5.4 Members of recognised Social Clubs, who, having no golf course of their own, visit the Club for the purpose of playing a match or competition amongst themselves, for the day of such match or competition, provided that prior arrangements are made in writing with the Club specifying the approximate number of players taking part in such match or competition. 6.5.5 Any candidate for membership (having paid appropriate nomination fee and

4 subscription) pending election by the Executive Committee. 6.6 The Executive Committee shall determine the fees, if any, to be paid by Honorary Members. An Honorary Member shall be entitled to the social privileges of the Club and to play golf and other games, recreations and pastimes at the discretion of the Executive Committee. No person shall be allowed to become an Honorary Member or a Temporary Member (under the next succeeding Rule) except those possessing the qualification required by these Rules. 6.7 Temporary Members: The Executive Committee may admit to Temporary Membership any person who is a member of a recognised Golf Club for a period not exceeding six months, upon payment of such fees as shall be fixed by the Executive Committee. No nomination fee will be payable. Any player who has paid fees to be entitled to play golf on that day shall be a temporary member for that day. 6.8 Junior Members: 6.8.1 The Executive Committee may create a Junior Associate Club or Clubs, the members of which shall be under the age of 18 years, and such members shall be permitted and allowed the following privileges: 6.8.1.1 The privileges of playing on the Course and use of the facilities of the Clubhouse; 6.8.2 The privileges of participating in the Club competitions, upon such terms and conditions, including the payment of such fees, as the Club may from time to time determine and subject to such restrictions as the Club may from time to time determine. On attaining the age of 18 years, the membership of a Junior Associate Member shall terminate at the end of membership year following the 18 th birthday but he or she shall be entitled to apply for Membership of the Club in the Class for which he or she is qualified to join subject to payment of the prescribed fees. No nomination fee is required to be paid providing they have been a junior member for at least 1 year. 6.8.3 The Executive Committee shall determine the annual subscription for junior members. 6.9 Intermediate Member 6.9.1 The Executive Committee may create a class of Member of Intermediate Member. The Executive Committee shall determine the criteria for Intermediate Members who shall be no older than 25 years. 6.9.2 The privileges of participating in the Club competitions, upon such terms and conditions, including the payment of such fees, as the Club may from time to time determine and subject to such restrictions as the Club may from time to time determine. On attaining the age of 25 years, the membership of an Intermediate Member shall terminate at the end of membership year following the 25 th birthday but he or she shall be entitled to apply for Membership of the Club in the Class for which he or she is qualified to join subject to payment of the prescribed fees. No nomination fee is required to be paid providing they have been an Intermediate Member for at least 1 year. 6.9.3 The Executive Committee shall determine the annual subscription for Intermediate

5 Members. 6.10 Senior Member: Any member who has been a member of the Club for a period of 12 years and who has attained the age of 75 years shall be deemed to be a Senior Member. Members who have attained the qualification are eligible for membership in this class of membership from the next membership year. The fees payable for this class of member shall be as determined by the Executive Committee. 6.11 Country Member: The Executive Committee may admit to Country Membership any person who is a member of a recognised Golf Club and lives in excess of 100 kilometres from Tewantin, upon payment of such fees as shall be fixed by the Executive Committee. They shall only be entitled to such limited use of the Clubhouse and golf course and be subject to such other restrictions as the Executive Committee may from time to time decide. If the player moves closer than 100 kilometres then the Country Membership shall cease at the end of the current term and should the player wish to remain a member of the Club he or she must apply for Membership of the Club in the Class for which he or she is qualified to join subject to payment of the prescribed fees. They shall take no part in the management of the Club nor hold office or vote at meetings. 7 NUMBER OF MEMBERS Members at the Annual General Meeting shall, subject to these Rules, have power to limit from time to time the total number of members and the number of members in each class of membership. 8 VISITORS Members of all classes shall have the privilege of introducing friends to the Club. Friends so introduced shall, subject always to veto by the Executive Committee, enjoy the privileges of the Club as the Member's guest. As such the introducing Member shall remain with such visitor during his or her attendance and shall be responsible for the conduct of such visitor. 9 LEAVE OF ABSENCE The Executive Committee shall have power to grant any Member "Leave of Absence" for any period which it considers in its discretion to be reasonable in the circumstances PROVIDED THAT the maximum continuous period shall be two years and the maximum period which can be granted on a single application by a Member is twelve months. The subscription payable by the Member on "Leave of Absence" shall be determined by the Executive Committee from time to time. 10 NOMINATION FOR MEMBERSHIP 10.1 An application for membership (other than for an Honorary or a Temporary Membership) shall be proposed and seconded by two Life Members or two Members, both of whom shall be personally acquainted with him or her and responsible for his or her eligibility. 10.2 A nomination form stating full name, address and occupation shall be given to the General Manager together with the appropriate nomination fee and instalment of annual subscription. The General Manager shall cause to be created a record of the nomination form with the date and time, and in the order of its receipt by him. 10.3 Particulars of all proposals for membership (other than for Honorary or Temporary Membership) of the

6 Club shall forthwith upon the making of same, be entered, in the order of time in which such proposals are received by The General Manager of the Club, in a book or similar electronic register (hereinafter referred to as the "Proposed Membership Register") to be kept by the General Manager (every such entry setting forth the full name and address of the person proposed and the time and date of receipt by the General Manager of the proposal) and every proposal shall, subject to clause 10.6 of this Rule, be dealt with and determined in the order of priority in which it is so received. 10.4 The names and addresses of the persons proposed as Members (other than Honorary or Temporary Membership) of the Club together with the names of the nominators and seconders shall be displayed in a conspicuous place in the Club premises for at least fourteen (14) days before their election. 10.5 All proposals for membership (other than for Honorary or Temporary Membership) of the Club shall be dealt with and determined by the Executive Committee at a meeting or meetings duly convened and a record shall be kept by the General Manager of the Club of the time and date of the holding of every such meeting, the names of the Members present and voting on the question of the admission of each and every person proposed as a Member at such meeting and the names of the persons so proposed and whether they are accepted as Members or not. 10.6 For the purpose of enquiring with respect to the person proposed and of dealing with such proposal with particular reference to whether there is a vacancy in the class of membership for which the proposal is made the decision thereon may be postponed for no longer than three (3) months PROVIDED THAT: 10.6.1 The vacancy in respect of which the proposal is to be dealt with and determined is kept open during the period of postponement, and 10.6.2 The postponed proposal is dealt with and determined forthwith upon the expiration of the period of postponement thereof and in priority to any and every proposal then subsisting or thereafter to be made. 10.7 Candidates for membership where a vacancy exists for membership may, at the discretion of the Executive Committee, be regarded as Honorary Members from the day nomination is received by the General Manager until the date of election. The period of Honorary Membership shall not be less than fourteen (14) days during which time the proposer and seconder shall see that he or she attends the Club and meets as many members as possible. 11 REGISTER OF MEMBERS 11.1 The General Manager shall cause to be maintained upon the Club premises a Register of all classes of Members in which he shall enter the names in full, occupation and addresses of all members of the Club in all classes of membership together with the date of proposal and election, the date of the latest payment by each Member of his or her subscription and his or her class of Membership and for Temporary Members which shall contain the names and addresses of all persons who are admitted as Honorary or Temporary Members for a limited period and the date upon which the period commences and terminates respectively. 11.2 Each Member shall from time to time advise the General Manager of any change in his or her postal

7 address or addresses, and all notices delivered to or posted to him or her at is or her address so advised shall be deemed to have been duly delivered or posted to him or her as the case may require. 11.3 The Executive Committee may if it deems fit create a "Wait List" for those persons waiting to become a member and may create by-laws for the management of this list. 12 RIGHTS OF MEMBERS 12.1 General: Subject to the express provisions of this Constitution and to any By-Laws made pursuant to the powers to make the same under this Constitution, Members of the Club shall, depending upon the class of membership, be entitled at all times to use in common with other members all of the premises, property and facilities of the Club and to be supplied at such charges as the Executive Committee shall from time to time determine with such meals, refreshments, facilities and things as are provided by the Club for the use of its Members depending upon the class of Member concerned, provided that no Member of the Club shall, depending upon his or her class of membership, be entitled to any benefit or advantage from the Club which is not shared equally by every other Member within his or her class of membership. 12.2 Restrictions: No person other than Life Members and Members who have paid all dues, shall be entitled to be elected as Office Bearers or Executive Committee-Members of the Club or attend any General Meeting of the Club, but in all other respects, every Member shall be entitled, subject to any By-Laws for the time being in force, to all rights and be subject to all the duties of Members of the Club depending upon the class of membership of the persons concerned. 12.3 The rights, privileges and responsibility of each and every Member of the Club shall be as defined by this Constitution and such rights, privileges and responsibilities shall be personal to each and every Member, depending on that Member's class of membership and shall not be transferable by his or her own act or by operation of law. 12.4 Certain competitions designated by the Executive Committee may be restricted to men or women only. 12.5 All persons ceasing to be Members whether by retirement, expulsion, death, neglect to pay annual subscriptions or any instalment thereof or any other amounts due to the Club, or for any other good and sufficient reason, shall, ipso facto, thereupon forfeit all rights to or claim upon the Club or any of its property or to any of the rights and privileges of membership of the Club. 12.6 Any Member wishing to withdraw from the Club shall give one month's notice in writing to the General Manager of his or her intention to do so and upon the expiration of the notice his or her name shall be removed from the Register of Members. A Member withdrawing during the year shall continue to be liable for any annual subscription or levy due and unpaid at the date of such resignation. Any Member having discharged his or her liabilities to the Club and wishing to rejoin may, upon an available vacancy, be proposed and balloted for in accordance with Clause 10. A member who resigns and rejoins the Club shall pay half the current nomination fee provided however any member who re-joins after a period of absence of at least two (2) years shall not be required to pay a nomination fee but will be required to pay an administration fee to be determined by the Executive Committee. 12.7 Should any Member of one class nominate for and be elected to another class of membership in

8 respect of which latter class a greater nomination fee and/or subscription and/or other charges are payable then, forthwith after election to the latter class, such Member shall forthwith pay the difference between the lesser and greater nomination fee and/or subscription. 12.8 Should any Member wish to be down-graded in his or her classification, then he or she may be allowed to do so in the discretion of the Executive Committee PROVIDED THAT the difference in nomination fees shall not be refunded to him or her. 12.9 Members should advise the General Manager in writing if they do not wish their telephone numbers to be included in the Club fixture book. 13 DISCIPLINARY PROCEDURES 13.1 Establishment of Disciplinary Committee 13.1.1 The Executive Committee shall establish a Disciplinary Committee as required to deal with all disciplinary actions and matters under Rule 13 of the Constitution. 13.2 Composition of Disciplinary Committee 13.2.1 A Disciplinary Committee of six (6) persons shall be appointed by the Executive Committee for the purpose of hearing disciplinary actions and matters under this clause. The Executive Committee shall also appoint a member of the Disciplinary Committee as the Chairperson. 13.2.2 No member of the Disciplinary Committee shall be permitted to hold any office on the Executive Committee. 13.2.3 Any three (3) members of the Disciplinary Committee shall constitute a quorum. 13.2.4 A vacancy on the Disciplinary Committee may be filled by the Executive Committee. 13.2.5 A person that has been directly involved in or affected by the alleged breach, or where a conflict of interest would otherwise arise, shall not be eligible to be a member of the Disciplinary Committee. 13.3 Notice of Alleged Breach 13.3.1 Where the Executive Committee is advised or considers that a Member has allegedly: 13.3.1.1 Breached, failed, refused or neglected to comply with a provision of the Constitution, By-Laws or any resolution or determination of the Executive Committee or any other duly authorised committee; 13.3.1.2 breached the Code of Conduct; 13.3.1.3 acted in a manner unbecoming of a Member or prejudicial to the objects

9 and/or interests of the Club; or 13.3.1.4 brought the Club and/or the sport of golf into disrepute; the Executive Committee shall refer the matter to the Disciplinary Committee. 13.3.2 The General Manager shall cause, as soon as practicable following the appointment of a disciplinary committee, notice in writing to be served on the member: 13.3.2.1 setting out the specific details of the alleged breach by the Member; 13.3.2.2 setting out the facts and grounds on which the alleged breach is based; 13.3.2.3 stating that the Member may address the Disciplinary Committee at a hearing to be held not earlier than 7 days and not later than 28 days after service of the notice; 13.3.2.4 stating the date, place and time of that hearing; 13.3.2.5 informing the Member that he or she may do one or more of the following: 13.3.2.5.1 attend the hearing; 13.3.2.5.2 give the Disciplinary Committee, before the date of that hearing, a written statement regarding the alleged breach. 13.3.2.6 informing the member that if they do not attend the hearing and/or provide a written statement prior to the hearing, the hearing will proceed and the matter will be determined in their absence. 13.4 Disciplinary Hearing Procedures 13.4.1 At a hearing of the Disciplinary Committee, the Disciplinary Committee shall: 13.4.1.1 give the Member every opportunity to be heard; 13.4.1.2 give other aggrieved parties and any witnesses the right to be heard, present evidence or submit a written statement; 13.4.1.3 give due consideration to any written statement submitted by the Member; and 13.4.1.4 by resolution determine whether the alleged breach occurred. 13.4.2 Both the Club and the member shall be entitled to legal and/or non-legal representation at the hearing. A junior member may be represented by an adult. In the event a member intends to have legal representation at the hearing, the Member must notify the Club of such legal representation no later than 48 hours prior to the hearing. 13.4.3 The Disciplinary Committee shall hear and determine the alleged breach in whatever

10 manner it considers appropriate in the circumstances (including by way of teleconference, video conference or otherwise) and shall determine what evidence shall be admissible at the hearing, provided that it does so in accordance with the principles of natural justice. 13.4.4 The Disciplinary Committee will make its decision immediately following the conclusion of the hearing if possible, but otherwise it shall inform the Member of its decision within seven (7) days of the hearing. 13.4.5 If the Disciplinary Committee considers that the alleged breach did not occur, the matter shall be dismissed. 13.4.6 If the Disciplinary Committee considers that the alleged breach occurred, it may impose any one or more of the penalties set out in Clause 13.5. 13.4.7 The Disciplinary Committee shall not be required to provide reasons for its decision. 13.4.8 Each party shall be responsible for their own costs associated with the Disciplinary Committee hearing. The Disciplinary Committee has no power to award costs to a party. 13.5 Penalties 13.5.1 If the Disciplinary Committee considers that the alleged breach occurred, the Disciplinary Committee may impose any one or more of the following penalties: 13.5.1.1 Impose a warning; 13.5.1.2 direct the Member to make a verbal or written apology; 13.5.1.3 where there has been damage to property, direct that the Member pay compensation to the relevant person or organisation that controls or has possession of the property; 13.5.1.4 a withdrawal of any awards, placings, records or achievements bestowed upon the Member in any tournaments, activities or events held or sanctioned by the Club; 13.5.1.5 direct that any funding granted or given to the Member by the Club cease from a specified date; 13.5.1.6 direct that any rights, privileges and benefits provided to that Member by the Club be suspended for a specified period and/or terminated; 13.5.1.7 reprimand the Member; 13.5.1.8 suspend the Member from membership for a specified period; 13.5.1.9 expel the Member; or 13.5.1.10 any other such penalty that the Disciplinary Committee considers

appropriate. 13.6 Right of Appeal from Decision of Disciplinary Committee 11 13.6.1 A Member may only appeal against a decision of a Disciplinary Committee on one or more of the following grounds of appeal: 13.7 Notice of Appeal 13.6.1.1 That significant new or additional evidence has become available; 13.6.1.2 That the penalty imposed by the Disciplinary Committee is not in accordance with the provisions of this clause or is manifestly excessive; or 13.6.1.3 That the Disciplinary Committee failed to follow the procedures or requirements of this clause to the significant detriment of the party seeking the appeal. 13.7.1 A person seeking to appeal a decision of the Disciplinary Committee ("the Appellant") must lodge a notice stating full details of the grounds of appeal with the General Manager within seven (7) days notification of the Disciplinary Committee decision ( the Notice of Appeal ). 13.8 Appeals Tribunal 13.8.1 Upon receipt of a Notice of Appeal, the Executive Committee shall convene an appeals tribunal to hear and determine the appeal in accordance with this clause. 13.8.2 The Appellant shall be notified within seven (7) days of receipt of the Notice of Appeal of the time, date and place of the appeal hearing. 13.8.3 An appeals tribunal shall consist of three (3) people appointed by the Executive Committee from time to time to hear appeals as required by the Executive Committee. The Executive Committee shall also appoint a member of the appeals tribunal as the Chairperson. Members of an appeals tribunal will preferably have experience in hearing and determining disciplinary matters in sport, however, need not have any particular experience with the sport of golf. 13.8.4 No person is eligible to sit on an appeals tribunal whilst that person is a member of the Executive Committee or if that person was a member of the Disciplinary Committee which heard the matter at first instance or if that person has been directly involved in or affected by the alleged breach or where a conflict of interest would otherwise arise. 13.9 Appeals Tribunal Procedures

12 13.9.1 The appeals tribunal and persons appearing before it are bound by the same procedures under this clause as if the appeals tribunal was a Disciplinary Committee hearing a matter at first instance. 13.9.2 The General Manager shall forward records of the Disciplinary Committee hearing in which the matter the subject of the appeal was heard at first instance to the Chairperson of the appeals tribunal. 13.9.3 The appeal hearing shall be a full re-hearing of the facts and circumstances of the matter. 13.9.4 The appeals tribunal may request further information prior to determining the appeal, but has discretion as to whether or not new evidence may be adduced. 13.9.5 An appeals tribunal shall have the power, in such manner as it thinks fit, to: 13.9.5.1 dismiss the appeal; 13.9.5.2 uphold the appeal; 13.9.5.3 impose any of the penalties set out in Clause 13.5; and/or 13.9.5.4 reduce, increase or otherwise vary any penalty imposed by the Disciplinary Committee. 13.9.6 Within 7 days of the conclusion of the appeal hearing, the Chairperson of the appeals tribunal shall ensure that the Appellant is correctly informed of the determinations of the appeals tribunal. The Chairperson shall also notify the President of the decision of the appeals tribunal. 13.9.7 Each party to an appeal shall bear their own costs. The appeal tribunal has no power to award costs for or against any party. 13.10 Single Right of Appeal 13.10.1 There is only one right of appeal following the decision of the Disciplinary Committee hearing, which is the right provided under Clause 13.6. Any appeal must be solely and exclusively resolved by the appeals tribunal and the decision of the appeals tribunal is final and binding on the parties. 13.11 Exhaust Internal Appeal 13.11.1 A Member must exercise the right of appeal under this clause and have any appeal heard and determined by the appeals tribunal before commencing any proceedings or becoming a party to any proceedings in a court of law. 14 THE EXECUTIVE COMMITTEE

13 14.1 The business and affairs of the Club shall be under the control and management of the Executive Committee which shall comprise the Officers of the Club and four (4) other Life Members or Members, who shall be elected by ballot at the Annual General Meeting. No member who is an employee of the Club, the Club Professional or other Contractors shall be or be allowed to remain a member of the Executive Committee. 14.2 The Officers of the Club shall be: President, Vice-President, Captain, Vice-Captain and Honorary Treasurer, and, if the Club does not have a paid General Manager, an Honorary Secretary, who shall all be Life Members or Members of the Club, elected by ballot at an Annual General Meeting in accordance with the Rules pertaining to election of the Executive Committee. They shall hold office until the Annual General Meeting at the end of the term they were elected for when they shall retire but shall be eligible for re-election. Should any Member of the Executive Committee be unable to complete their term. That position must also be re-elected at the next Annual General Meeting along with the normal rotation of Executive Committee Members. The General Manager shall not be an Officer of the Club. 14.3 Every Member of the Executive Committee is expected to study and be familiar with the guidelines of the Corporate Governance manual for Queensland Clubs, and shall sign a Corporate Governance Charter to show a willingness to abide by the Manual in the execution of his/her corporate governance obligations and responsibilities. 14.4 Every Member of the Executive Committee shall also sign a confidentiality agreement. 15 PATRON "Patron" shall mean such person or persons who shall be elected by any General Meeting to such position. 16 SUB-COMMITTEES 16.1 The Executive Committee may form such Sub-Committees, including, but without limiting the same, for Ladies, Greens, House and Match as it considers necessary. Such Sub-committees shall perform their functions within the policy and in accordance with the directions given to it by the Executive Committee and each such Sub-Committee shall report to each meeting of the Executive Committee the steps and actions taken by it between one meeting of the Executive Committee and the next meeting thereof. 17 ELECTION OF EXECUTIVE COMMITTEE 17.1 Nominations for election of the Office Bearers and other Executive Committee Members shall be on the official form and shall be signed by the Nominee, the Proposer and the Seconder (who shall be Life Members or Members of the Club) endorsed with the title of the office for which he or she is being nominated and delivered to the General Manager not later than fourteen (14) days before the Annual General Meeting. 17.2 The General Manager shall place, or cause to be placed, on the Clubhouse Notice Board, the names

14 of all candidates in alphabetical order seeking office, indicating thereon the office concerned, together with the names of the Proposer and the Seconder, as soon as practicable after receipt of the form of nomination. These names shall be placed on the Notice Board at least two (2) Saturdays prior to the Annual General Meeting. 17.3 The election of Office Bearers and other Executive Committee Members shall be effected by secret ballot of the Life Members and Members at such Annual General Meeting. 17.4 In the event of there being insufficient nominations to fill the positions of all Office (Bearers) and Executive Committee Members then that position shall be declared vacant and will be filled pursuant to clause 19. 17.5 At the next Annual General Meeting of the Club in 2010 the following positions shall be elected for the terms set out respectively below: President, two (2) years; Vice President, two (2) years; Honorary Treasurer, one (1) year; Captain, one (1) year; Vice Captain, one (1) year; Two (2) Executive Committee persons, two (2) years; and Two (2) Executive Committee persons, one (1) year. Thereafter at subsequent Annual General Meetings elections shall be held for the positions referred to above which have become vacant by the expiration of the respective terms referred to above. 17.6 In the case of the election of Executive Committee persons at Annual General Meeting to be held in 2010, of those Executive Committee persons so elected at this Annual General Meeting the two (2) Executive Committee persons receiving the most number of votes shall be elected for a period of two (2) years and those other two (2) Executive Committee persons receiving the next number of votes shall be elected for one (1) year. 17.7 Thereafter at subsequent Annual General Meetings the positions of Executive Committee persons referred to above shall be declared vacant at the end of the respective term referred to above and elections held for the vacant positions and the Executive Committee persons so elected shall each hold the position for two (2) years. 18 POWERS OF EXECUTIVE COMMITTEE Subject always to the Club's Constitution the Executive Committee shall have power to: 18.1 Accept and hold in trust for the Club any property to be purchased, leased or otherwise acquired and to execute and do all such acts, deeds and things as may be required to best effect the same. 18.2 Take or defend any legal proceedings, which it may consider necessary or proper for the protection of the property and interests of the Club and/or its Members and to refer any claims or demands by or against the Club to Arbitration. 18.3 Give receipts, releases and/or discharges for monies paid or payable to the Club and in respect of

15 claims and demands by or against the Club, which transactions are not in the ordinary course of business of the Club. 18.4 Make, amend and repeal any By-Laws not inconsistent with these Rules for the internal management of the Club and any By-law may be set aside by a General Meeting. To avoid doubt a By-law made under this sub-rule may operate to restrict access by Members to designated areas of the Club building and course from time to time. 18.5 Employ Solicitor or Counsel or engage the services of any other person or persons for any of the purposes of the Club. 18.6 Borrow any sums of money not exceeding $100,000 (such figure to be increased annually by reference to the increase in the Consumer Price Index from June 2007) and authorise the execution of all Mortgages or other securities over all or any part of the assets and undertakings of the Club for the purpose of securing the repayment of any monies raised, borrowed or owing by the Club. Amounts in excess of this amount are to be approved by a simple majority in favour of a motion put at a general meeting of the Club. 18.7 Buy, sell, lease plant, machinery, equipment and personal property. 18.8 Appoint from their number, or other Members of the Club Sub-Committees to act for any purpose which the Executive Committee may think fit and revoke, or alter such appointment from time to time. The President shall be ex-officio a Member of all such Sub-Committees. 18.9 Appoint any delegate or delegates to represent the Club for any purpose with such powers as may be thought fit. 18.10 Engage, control and dismiss the Club's employees and paid officials. 18.11 Submit to each Annual General Meeting a recommendation as to the amount of annual subscriptions (for various classes of Members) payable for the ensuing year, levies and the like and such recommendations shall be voted upon and decided at each Annual General Meeting. 18.12 Notwithstanding anything to the contrary in these rules the committee shall not unless so authorised by a special resolution of the members at a Special or Annual General Meeting enter into any agreement to sell dispose of or otherwise part with an interest in real property whatsoever held. 19 CASUAL VACANCIES ON EXECUTIVE COMMITTEE Any casual vacancy in the Officers of the Club shall firstly be filled from within the Executive Committee by secret ballot of the Executive Committee Members. If no person is willing to take the vacant Office Bearer s position then the Executive Committee may appoint any Life Member or Member to fill such position. Any casual vacancy in the Executive Committee, other than the Officers of the Club, shall firstly be filled by the person who, at the preceding Annual General Meeting, had the next highest vote for election to the Committee. Provided however that if such candidate is not then available the vacancy shall then be filled by the Executive Committee in such a manner as they think fit. The person appointed to fill the vacancy whether of an Office Bearer or Executive Committee Member may stand for re-election at the next Annual General Meeting and if elected shall hold such office or membership for the remainder of the term of appointment of the person who has been replaced. 20 VACATION OF EXECUTIVE COMMITTEE MEMBERSHIP

16 Any member of the Executive Committee having been absent from three consecutive meetings, provided he or she has had due notice of such meetings, shall cease to be a Member thereof unless he or she shall have obtained leave of absence from the Executive Committee. Any member of the Executive Committee whose Life Membership or Membership of the Club shall cease for any reason shall thereupon cease to be a member of the Executive Committee. 21 RESIGNATION OF COMMITTEE MEMBERSHIP Any Member of the Executive Committee may resign by written notice given to the General Manager. Such resignation shall take effect on the date on which it is received by the General Manager. 22 EXECUTIVE COMMITTEE HONORARY No Office Bearer or Executive Committee member of the Club shall receive any remuneration for his or her services as such Office Bearer or Executive Committee member PROVIDED HOWEVER that any Office Bearer or Executive Committee member shall be remunerated for any expenses properly incurred by him or her by direction of the Executive Committee. 23 MEETINGS OF THE EXECUTIVE COMMITTEE 23.1 The Executive Committee shall meet at least once each month on a day and time decided by the Executive Committee at its first monthly meeting to transact the current business of the Club. Accurate Minutes of all resolutions and proceedings of such Executive Committee Meetings shall be entered in a book provided for the purpose, with computer backup. A quorum shall be at least five (5) members of the Executive Committee. 23.2 Members of the Executive Committee shall not vote in respect of any Contract or proposal with the Club in which they have any beneficial interest, or any matter arising therefrom, and if they do so vote, their vote shall not be counted. 24 SPECIAL EXECUTIVE COMMITTEE MEETINGS Special Executive Committee Meetings may be called: 24.1 By direction of the Executive Committee. 24.2 By written requisition signed by three (3) members of the Executive Committee specifying in writing the business for which the Special Meeting is called and giving three (3) days notice thereof. 24.3 By direction of the President. No business other than that for which the Special Meeting was called is to be transacted at such Special Executive Committee Meeting. 25 GENERAL MANAGER

17 25.1 The Executive Committee shall from time to time appoint a General Manager upon such terms and conditions as to service and remuneration as shall be agreed to between the Executive Committee and the General Manager. 25.2 It shall be the General Manager's duty to conduct and manage the affairs of the Club under the direction of the Executive Committee and to keep a Register of Members and such books and records as may be thought by the Executive Committee to be necessary for the purpose of fully and correctly showing the Club's operations, position and affairs. 25.3 The General Manager shall cause full and accurate minutes of all questions, matters, resolutions and other proceedings of every Executive Committee meeting and of every General Meeting to be entered in a book to be open for inspection at all reasonable times by any Life Member or Member who previously applies to him or her for that inspection. In such books or records the General Manager or Honorary Secretary shall record the names of all persons attending such Executive Committee meetings and such General Meetings. For the purposes of ensuring the accuracy of such Minutes, the Minutes of every Executive Committee Meeting shall be signed by the Chairperson of the next succeeding Executive Committee Meeting verifying their accuracy. Similarly the Minutes of every General Meeting shall be signed by the Chairperson of that meeting or the Chairperson of the next succeeding General Meeting PROVIDED THAT the Minutes of any Annual General Meeting shall be signed by the Chairperson of that meeting or the Chairperson of the next succeeding Annual General Meeting. 25.4 All accounts shall be certified as correct for payment by the Club s authorised signatories, as per Clause 31, when authorising accounts either by cheque, BPay or direct debit. No payment shall be undertaken unless such procedure shall be followed. The General Manager shall, at the next meeting of the Executive Committee following payment of such account, produce the same to the Executive Committee meeting for confirmation. All disbursements shall be made by cheque, BPay or direct debit, provided that an exception may be made in payment of wages and salaries of servants or for petty cash items for which one cheque may be drawn and amounts paid in cash. 25.5 Should the office of General Manager become vacant, or should he or she be temporarily absent or unwilling to act, the Executive Committee shall have the power to appoint any person to perform the duties required by these Rules to be performed by the General Manager. 25.6 In the event of there being no General Manager then his or her duties shall be performed by the Honorary Secretary appointed in accordance with Clause 14.2 of this constitution. 26 INDEMNITY TO OFFICERS, COMMITTEE MEMBERS ETC

18 Every Member of the Executive Committee, Member of the Disciplinary Committee, Appeals Tribunal and servant of the Club shall be indemnified by the Club and it shall be the duty of the Executive Committee, out of the funds of the Club, to pay all costs, losses and expenses which any Executive Committee Member, Member of the Disciplinary Committee or servant of the Club, acting with the authority of the Executive Committee, may incur or be liable for by reason of any contract entered into or act or deed done by him or her in the discharge of his or her duties, and the amount of such indemnity shall immediately attach as a lien on the property of the Club and shall have priority according to when the liability to indemnify arose. The indemnity in this clause does not cover fraudulent or negligent acts. 27 FEES, NOMINATION FEES AND SUBSCRIPTIONS 27.1 Every player playing on the Club's course shall pay such fees as the Executive Committee shall from time to time prescribe. 27.2 All persons seeking to become Members of the Club shall pay a nomination fee as decided by the Executive Committee. The nomination fee may be paid in full on application for membership or in two (2) instalments of 50% on application for membership and 50% on the due date for annual subscriptions in year two of membership. Conditions relating to liability will apply to applicants paying by instalments. 27.3 Members Subscriptions: 27.3.1 Every Member shall pay the appropriate annual subscription decided by Members at the preceding Annual General Meeting. Members (refer 6.1) and Senior Members (refer 6.10) who have been a member of the Club for a period of 20 years may be entitled to a discount off the annual subscriptions. Discounts will be determined by the Executive Committee. Payment of this subscription in the year following the Annual General Meeting may be by such installments with administration fees as determined by the Executive Committee. 27.3.2 Upon payment of the first installment of such subscription, each Member shall be issued with a membership card showing his or her name, membership category and the expiry date of the Membership term of liability. 27.3.3 The membership year shall commence on the 1 st day of April and end on the 31 st day of March in the following year. 27.3.4 Persons joining as Members after the commencement of any Membership Year may, subject to the By-laws, be entitled to some pro-rata payment. 27.3.5 Installments of annual subscriptions to be paid by a person joining on or after 1 st March will carry over to the ensuing year and will be at the rate prescribed by the Club for the year commencing 1 st April next following. 27.3.6 Any member who pays the total annual subscription prior to 31 March in that year may

19 be entitled to some form of discount or other benefit in accordance with the By-laws and any Member who pays the annual subscription by installments may be charged an administration fee for the privilege, in accordance with the By-laws. 27.3.7 Upon payment of membership fees, each member shall be issued with a membership card showing his or her name and the date to which he or she is financial. 28 LEVIES On the recommendation of the Executive Committee, Life Members and Members may vote at a General Meeting (Annual or Special) (of which due notice has been given) to make a levy on Members in any one year. The vote to make such levy must be carried by a majority of two-thirds of the Members present and voting at the Meeting. Notwithstanding anything to the contrary in these Rules, the levy shall apply to all Members other than Life Members and Senior Members. 29 NOTIFICATION OF DUES PAYABLE 29.1 Before the 1 st day of April in each year or as soon as possible thereafter, the General Manager shall notify all members in writing of the amount of the annual subscription, levies and other charges due for the ensuing year. Such notice shall draw attention of Members to the provisions of Clauses 29.2 and 29.3. 29.2 If any member fails to pay all fees 14 days after the due date, the Member s name shall be removed from the Register of Members and he or she shall no longer be a Member of the Club, but may be re-admitted by the Executive Committee upon an available vacancy and on payment of an administration fee and annual subscription as is applicable from time to time plus any outstanding subscriptions. 29.3 The Executive Committee may remit such part of the dues, as they consider reasonable, in the case of a Member who ceases to reside in the district, or who in other exceptional circumstances, is unable to continue as a Member. 29.4 If any member fails to pay membership fees in accordance with the By-laws, the Members name shall be removed from the Register of Members and he or she shall no longer be a Member of the Club, but may be readmitted by the Executive Committee upon an available vacancy and on payment of full nomination fee and annual subscription as is applicable from time to time. 30 RELIEF FROM PAYMENT OF DUES No member of the Club shall, except by a Special Resolution passed at an Annual General Meeting of the Club, be relieved from the payment of the regular nomination fee and/or subscription or any charges or levies payable by the relevant class of membership. 31 OPERATIONS ON BANK ACCOUNT

20 Any two of the President, Vice President, Honorary Treasurer, General Manager or Honorary Secretary of the Club shall and they are hereby empowered to operate on the Club's Bank Account and to sign all cheques, documents and the like in connection with such operations. The signatures of any one of them shall be a sufficient endorsement on any cheque or the like to be credited to the Club's Bank Account. 32 AUDITOR An Auditor (Honorary or otherwise) shall be appointed at each Annual General Meeting. Such Auditor shall audit the annual accounts and balance sheet and shall certify as to the correctness of same before being presented to the next Annual General Meeting. 33 FINANCIAL YEAR The financial year of the Club for audit purposes shall run from the 1st day of July in one year to the 30th day of June in the next year. 34 REPORT AND BALANCE SHEET Annual reports, profit and loss accounts and balance sheets shall be prepared in respect of each financial year of the Club and true copies thereof shall be furnished to each Life Member and Member of the Club at least fourteen (14) days before the Annual General Meeting. 35 ANNUAL GENERAL MEETING a. The Annual General Meeting of the Club shall be held each year in 90 days or no later than 115 days following the end of the Club s financial year in each year on a suitable date as directed by the Executive Committee for the purpose of: (a) Receipt of the report of the President and of the Captain. (b) Receipt of the Audited Balance Sheet and Accounts for the preceding financial year up to 30th June. (c) Election of Office Bearers. (d) Election of Executive Committee. (e) Appointment of Auditor. (f) Transaction of other business in accordance with the Rules. (g) Reviewal of - Club development priorities - Major new development works for the following year - The level of Club debt (h) A quorum shall be not less than 5% of the Life Members and Members. Members who have cast a postal vote prior to the Annual General Meeting shall be counted in the quorum. (i) Any Notice of Motion to be moved at an Annual General Meeting shall be given to the General