BAYVIEWGOLF CLUB LTD

BY-LAWS

AS AT 22-10-2015

1

Table of Contents Page

1. POSTING OF COMMITTEE 3

2. CLUB COLOURS 3

3. SENIOR DISCOUNT 3

4. MEMBERSHIP CATEGORIES 4

5. MEMBERSHIP ADMISSION 8

6. MEMBERSHIP TRANSFER 8

7. REBATE OF MEMBERSHIP FEES DUE TO TRANSFER 8

8. REFUND OF FEES 8

9. MEDICAL SUSPENSE 8

10. DIRECTORS RIGHT TO CANCEL MEMBERSHIP 9

11. FEE SETTING 9

12. LIMIT MEMBER NUMBERS 9

13. FEE PAYMENT BY INSTALMENT 9

14. MEMBER LOCKERS 9

15. MEMBER MUST BE FINANCIAL TO PLAY 9

16. UN-FINANCIAL MEMBER NOTICE TO ASSOCIATIONS 10

17. THE BOARD AND COMMITTEES 10

18. CONTROL OF STAFF 13

19. COMPLAINTS 14

20. RULES GOVERNING PLAY AND USE OF THE GOLF COURSE 14

21. VISITORS 15

22. BY-LAWS RELATING TO PROPERTY 16

23. DRESS REGULATIONS 17

24. MOTORISED GOLF CARTS 17

25. LADIES RULES 17

Bayview Golf Club Limited - By-Laws

2

BY-LAWS OF

BAYVIEW GOLF CLUB LIMITED.

These By-Laws shall be read with and are subject to the provisions of the Memorandum and Articles of Association of Bayview Golf Club Limited. In accordance with Article 41.c, the By-Laws may be altered and revised at the discretion of the Directors.

These By-Laws are further subject to the provisions of any lease, tenancy, agreement or arrangement entered into by the Club with respect to any Golf Course, Club House or buildings used by the Club from time to time.

1. POSTING OF COMMITTEE

The names of the Directors shall be kept posted on the Club’s website.

2. CLUB COLOURS

The colours of the Club shall be Sky Blue and Navy Blue.

3. SENIOR DISCOUNT

Certain Members, based on their longevity of membership, may receive a discount.

a Eligibility for Senior Discount

The discounted Senior subscription rate is only available to 3, 5 and 7 Day members who are Continuous Members. Continuous Members are those members who have;

i. 20 years Continuous Membership of the Club and who have reached the age of 65 years, or

ii. 15 years Continuous Membership of the Club and who have reached the age of 70 years, or

iii. 30 years Continuous Membership.

Continuous Membership is continuous membership of the Club in any playing category except Flexi or Par 3 membership. Periods of approved Non-Playing Membership, Absentee Membership and Medical Suspense shall count towards Continuous Membership. Any period of House Membership shall not count towards Continuous Membership.

The discount rate applies in the year a member’s anniversary meets any of the criteria in (i) to (iii) immediately above.

No Member joining after 23.6.2010 will be eligible for this category.

Members who qualify may be offered a Seniors Discount on submission in writing of an application that confirms their eligibility for a Senior sub-category of membership.

b Cap on Individual Senior Discount

The subscription fee for each individual Senior sub-category of membership cannot be less than 75% of the full subscription fee.

c Cap on Total Senior Discounts

3

The sum of the discounts between the full subscription fee and the Senior sub-category fee as applied to each member shall not exceed 4.25% of the subscription fees collected by the Club in the previous year or $50,000, whichever is the greater.

d Allocation of Total Senior Discounts

Should the sum of the discounts to be applied to the Senior sub-categories exceed the Cap on Total Discounts then the discount will be allocated pro rata to each of the members within the Senior sub-categories as determined by the Directors annually.

4. MEMBERSHIP CATEGORIES

Article 7.A.a prescribes that a Member may only be an Ordinary, Provisional or Temporary Member of the Club.

4.a Ordinary Membership

The classes of Ordinary Membership are prescribed in the Club’s Articles and provision is made in the Articles for the Directors to determine the numbers (Article 3), eligibility (Article 7A.b) and categories (Article 41.c). The categories are as follows;

4.a.i Full Playing Members

Full Playing Members are Ordinary Members who have the right to;

a. play on the course 7 days per week,

b. propose, nominate or second a Member for election as a Director,

c. be elected as a Director,

d. vote on all resolutions including special resolutions.

The Directors have determined that the sub-categories of the Full Playing Members class shall be;

7 Day Member. A Member who has paid the applicable 7 Day Member annual subscription.

7 Day Member-Senior. A Member who has paid the applicable discounted annual subscription. See “Eligibility for Senior Discount.”

Intermediate Level 2 Member. A Member aged between 31 and 35 years on the 1st of October in any membership year. The annual subscription is set by the Directors from time to time, but is currently set at 75% of the 7 Day Member annual subscription.

Intermediate Level 1 Member. A Member aged between 25 and 30 years on the 1st of October in any membership year. The annual subscription is set by the Directors from time to time, but is currently set at 50% of the 7 Day Member annual subscription.

Colt Member. A Member aged between 18 and 24 years on the 1st of October in any membership year. The annual subscription is set by the Directors from time to time, but is currently set at 25% of the 7 Day Member annual subscription.

4

4.a.ii Other Playing Members

Other Playing Members have the right to;

a. play on the course in accordance with the terms of their sub-category, and can play socially (outside of competition hours) any other day via payment of standard green fees, and

Only in the case of 3 and 5 Day Members to;

b. propose, nominate or second a Member for election as a Director,

c. vote on all resolutions, including special resolutions, except those relating to changes to Article 8 (determines membership eligibility).

The Directors have determined that the Sub-Categories of the Other Playing Members class shall be;

5 Day Member. A Member who has paid the applicable annual subscription for playing rights restricted to the 5 days from Monday through Friday. In addition, 5 day members may play in Sunday competitions via payment of standard visitor green fees plus the competition fee. Member’s visitor vouchers may not be used in this instance.

5 Day Member-Senior. A Member who has paid the applicable discounted annual subscription for playing rights restricted to the 5 days from Monday through Friday. See “Eligibility for Senior Discount.”

3 Day Member. A Member who has paid the applicable annual subscription for playing rights restricted to the 3 days of Monday, Tuesday and Friday.

3 Day Member-Senior. A Member who has paid the applicable discounted annual subscription for playing rights restricted to the 3 days of Monday, Tuesday and Friday. See “Eligibility for Senior Discount.”

Junior Member. A Member aged between 14 and 17 years on the 1st of October in any membership year. Junior members may play on the course 7 days per week. Special conditions;

a. ‘A’ grade handicap Junior Members may place their name on the Saturday time sheet at any time,

b. ‘B’ grade handicap Junior members may place their name on the Saturday time sheet on the Friday preceding the competition.

c. For all other times, Junior Members may place their name on the time sheet when the time sheet becomes available.

d. Junior Members may only play with one other Junior in any competition.

e. Notwithstanding the foregoing, Junior Members may only play in a non-Juniors competition when they can demonstrate to the satisfaction of the Club Professional or Captain the ability to play and follow the etiquette normally expected of a participant in Club competitions.

Junior Cadet Member. A Member aged between 8 and 14 years on the 1st of October in any membership year. Cadet members may play on the course

5

7 days per week. Cadets are not eligible to play in club competitions unless otherwise agreed to by the Captain. Cadets may transfer to the Junior category once attaining the handicap of 27 for boys and 36 for girls.

Flexi Member. A ‘pay for play’ sub-category. The Flexi Member purchases an amount of “Golf Credits” in the form of points. The points are deducted each time the Flexi Member plays. Depending on the number of points purchased a Flexi member may be categorised as a Flexi 1, Flexi 2 or Flexi 3 Member. Special conditions;

a. Flexi points have a life of one calendar year from the joining date-unused points are forfeit.

b. Permitted to play on the course 7 days per week.

c. May play in weekday and weekend competitions.

d. Not eligible for club championships or club representative teams.

e. Flexi Members may only book into a club competition 7 days in advance.

f. A $250.00 discount for each full year of completed Flexi Membership will be deducted from the joining fee, if applicable, when applying for Full Playing Membership.

g. For the avoidance of doubt, this sub-category has no voting or nominating rights.

h. Full Playing Members and Other Playing Members may not transfer into the Flexi 1 and Flexi 2 sub-categories of membership.

Par 3 Member. A reciprocal program sub-category. Special conditions;

a. Means a reciprocal member who is entitled to 5 free social rounds or 5 competition round (where only the competition fee applies)

b. Provision of a Golf Link card and GA handicap

c. A discount to normal green fees of $11/18 holes and $7/9 holes.

4.a.iii Life Members

A Life Member is a Member elected under the provisions of Article 7A (d)

A Life Member has the right to;

a. play on the course 7 days per week,

b. propose, nominate or second a Member for election as a Director,

c. be elected as a Director,

d. vote on all resolutions including special resolutions.

4.a.iv Non Playing Members

Non-Playing Members retain their membership subject to the following conditions;

a. Completion of at least one full membership year6

b. Have the right to use the Clubhouse facilities

c. Are eligible to play on the course a maximum of 6 times per subscription year as a social player without payment of a green fee. Otherwise may use the course under the conditions that apply to visitors.

d. For the avoidance of doubt, Non-Playing Members have no voting or nominating rights.

Absentee Members. A category of Non-Playing Membership only available to existing Full Playing, 5 and 3 Day Members including Seniors in those categories who will be absent from the Club for an extended period of time. To be eligible the Member must make an application in writing to the Membership Committee that substantially fulfills all of the following criteria;

a. Absent from Sydney preventing access to the Club, and

b. Minimum time away of 9 months, and

c. Minimum time away in the current membership year of 4 months, and

d. Maximum time away 2 years, or longer as agreed at the outset.

The Member must complete payment for any subscriptions billed or agree to continue periodic payments until the full year subscription is paid.

On the return of the Absentee Member, the Member may re-join in the same membership category or such higher category as agreed.

The returning Member’s immediate next subscription fee will be credited with 75% of the value of the pro rata subscription fee applicable to the period of absence eg. if away for 4 months of the paid up current year then the credit is the value of 3 months of the current year subscription.

The credit will be forfeited if the member does not return within the agreed timeframe (2 years or as agreed at the outset).

If the Absentee member is away for more than the current subscription year, the Club can, on request, maintain the Absentee member’s GA handicap history on payment of an annual fee currently set at $100.

House Members A House Member is a Non-Playing Member who only has the right to utilise the Clubhouse and its facilities. House Members have no nomination or voting rights. The Directors set the annual subscription from time to time.

4.a.v Honorary Members

An Honorary Member is a member elected under the provisions of Article 7B (1).

4.b Provisional Members

A Provisional Member is a member who has applied for admission to the Club, paid the annual subscription applicable and is awaiting the decision on admission. In accordance with the Article 7A.c, the Directors have determined that Provisional Members shall have access to the golf course and be entitled to play in any game

7

as if admission had been granted. Provisional Members do not have nomination or voting rights.

4.c Temporary Members

In accordance with Article 7B.1.2, the Board has determined that the Temporary Membership category is currently closed.

5. MEMBERSHIP ADMISSION

a. All nominations for membership shall be in the form prescribed by the Directors (Article 8).

b. An intending member’s nomination form shall include a proposer and seconder who may be members of the Membership Committee (Article 8).

c. In the event of an application for membership being rejected any entrance fee and other payments lodged with the nomination shall be returned to the applicant.

6. MEMBERSHIP TRANSFER

Except as limited elsewhere in these By-Laws and subject to qualification, a member of any class shall be entitled to apply to the Directors for transfer to membership of any other class, and the Directors may at their discretion effect the transfer, provided that any entrance fee or additional entrance fee, or any subscription or additional subscription deemed by the Directors to be payable, be paid (Article 10).

7. REBATE OF MEMBERSHIP FEES DUE TO TRANSFER

No rebate of entrance fee or subscriptions shall be payable to any member in respect of his or her transfer of membership to another class.

8. REFUND OF FEES

The refund of any non-transfer subscription or other fees for any reason must be approved by the Board of Directors. Each application will be considered on its own merits unless the conditions are referred to elsewhere in these By-Laws in which case the referred to By-Law will stand. (Article 13).

9. MEDICAL SUSPENSE

Full Playing Members, 5 Day Members, 3 Day Members and Seniors in each of the preceding categories only may apply to the Board of Directors for a medical suspension where their incapacity to play is for a period of greater than 4 months. No suspension will be granted for periods of less than 4 months. Members applying for medical suspension are required to submit to the Board of Directors a letter stating the period and reason for their incapacity to play. A medical certificate signed by a Doctor must be attached to the application. If approved, the Member’s subscription fees for the following year will be credited with 75% of the subscription fee applicable to the time lost for Full Playing

8

Members (and Seniors) and 50% of the subscription fee applicable to the time lost for 5 Day Members and 3 Day Members (and Seniors). (Article 13).

10. DIRECTORS RIGHT TO CANCEL MEMBERSHIP

In accordance and subject to the provisions of Article 18-unfinancial and Article 19-conduct, the Directors may fine, otherwise discipline, suspend or expel any member.

11. FEE SETTING

Entrance Fees, Transfer Fees, Subscriptions and any other fees or charges shall be determined by the Directors from time to time. (Article 12).

12. LIMIT MEMBER NUMBERS

The Directors may from time to time limit the number of members of any class, classes or sub-categories (Articles 3 and 10).

13. FEE PAYMENT BY INSTALMENT

At the Director’s discretion, Members may, if they so elect, pay their subscriptions by instalments in a manner determined by the Board of Directors from time to time.

An additional fee shall apply and be imposed at a rate also determined by the Board of Directors from time to time. (Article 13)

It is a condition of approval of a Member’s election to pay renewal of subscriptions by instalment that:

a. a formal agreement be signed by a member agreeing to pay the balance of the instalments when they fall due, and

b. failure to pay the balance of the instalment by the due date will, at the Directors discretion, render that person liable to having the instalment facility withheld for a period to be determined by the Directors.

14. MEMBER LOCKERS

Member lockers are provided at the discretion of, under conditions and at fees set by the Directors. (Article 41)

15. MEMBER MUST BE FINANCIAL TO PLAY

No Member of any class shall play on the course, compete in any competition or play for any prize whilst he or she is in arrears as to any money due by him or her to the Club. Penalty for any breach of this By-law shall be disqualification. (Articles 18 and 41.c.iii)

9

16. UN-FINANCIAL MEMBER NOTICE TO ASSOCIATIONS

If a member shall cease to be a member under Article 18, notice of such default will be sent by the Directors to Golf NSW or to any other Association, Union or Body for the information of all associated Golf Clubs.

17. THE BOARD AND COMMITTEES

17.a Meeting Frequency-Board.

The regular meetings of the Directors shall, unless otherwise arranged, be held on the last Wednesday of each month. Other meetings may be convened by the President at any time without restriction as to the period of notice or method of giving notice.

17.b Meeting Attendance-Board. A Director may attend the meeting in person or by phone.

17.c Round Robin Decisions. The President may call for a vote on a decision in electronic form by the provision of information to Directors via email or fax and those Directors may signal their decision in electronic form.

17.d Committees.

The Committees are;

a. Finance/Executive Committee

b. Match Committee

c. Greens Committee

d. House Committee

e. Membership Committee.

f. Strategy Committee

g. Marketing Committee

Election to Committees.

At the first meeting of the Directors held after the Annual General Meeting, the Directors shall elect the Vice-Captain and each Director shall nominate the order of preference for his/her desired Committee enumerated in Duties of Committees hereof. Should a deadlock prevail with more Directors wishing to fill the available vacancies in a particular Committee, then a vote of the Directors shall decide the issue. At the discretion of the Directors, Full Playing Members may be asked to fill roles on the Committees. The President is an ex-officio member of each of the Committees. (Articles 41.a)

Chairperson of Committees. The President shall be Chairperson of the Finance and Executive Committees unless delegated at the President's option. The Captain shall be the Chairperson of the Match Committee unless delegated at the Captain's option. All other Committees shall elect a Chairperson.

Meeting Frequency-Committees. The Committees shall meet on such dates and at such times as they may arrange, notification of which shall be given to members of each Committee by the Committee Chairperson. Meetings may be arranged by each Committee Chairperson without restriction as to period of notice or method of giving notice.

10

Duties of Committees. Subject to the approval of the Board of Directors, the duties and responsibilities of the standing Committees shall be as set out hereunder

Finance/Executive Committee. Consists of the President, Vice President, Treasurer and Captain; any three of whom form a quorum. Duties;

a. cause the preparation of statements of financial matters,

b. report on proposals for income and expenditure, make recommendations of financial matters for submission to the Board

c. monitor the control framework,

d. make recommendations to the Directors in the matter of the appointment and maintenance of the Club’s employees,

e. monitor the implementation and maintenance of the Club’s policies as determined by the Board of Directors.

Match Committee. Consists of the Captain, Vice-Captain and other Directors or Members as determined by the Directors from time to time. A majority of the Committee members will be a quorum. Duties;

a. Select the players and managers for all matches and competitions where that decision is not otherwise delegated,

b. Organise and manage the play of all competitions and matches which must be within the Budget allocated,

c. Decide and adjudicate upon any protest in connection with a match or competition without recourse to a meeting of the Board of Directors,

d. Prepare a program of matches and competitions and regulate the dates and times upon which such can be carried out, including the respective times when each member may commence play,

e. Fix the times and dates on which the course shall be available to the various classes of members and post such times and dates,

f. Where required in the event of an anomaly, handicap such members as required, other than LGU Members, for play, from time to time in accordance with the AGU Rules, regulations and recommendations,

g. Be empowered to invite the Club Professional to compete in Club events and shall determine in which events he shall be invited to compete and shall fix his handicap.

h. Ensure that members, and especially new members, are afforded adequate opportunity for arranging games, and that members generally are encouraged to make regular use of the Course.

i. Purchase and have available suitable trophies for competitions involving the members,

j. Make and vary such Local Rules, temporary or otherwise, as may from time to time be deemed proper,

k. Be empowered to apply all the penalties prescribed in the Rules of Golf and such rules shall not be waived without the permission of NSW Golf,

11

l. Ensure that members are not affected by undue delay or slow play during competitions. Breaches, by individuals or groups, will attract penalties up to and including;

i. one breach=2 stroke penalty, two breaches=relegated to the end of each ensuing competition field for such period that the Match/Greens Committee may decide.

ii. More than two breaches will result in reference to the Board of Directors to take action available to it in accordance with the Club's Articles of Association.

m. Ensure compliance with Dress Regulations by members during competitions. Each group playing within the competition is to ensure each member within such group complies with the dress regulations. [Heretoforth known as the Harry and Al Rule].

Greens Committee. Consists of Directors or Members as determined by the Directors from time to time. A majority of the Committee members will be a quorum. Duties;

a. maintain a Course Master Plan

b. ensure all works carried on the course are in accordance with the Course Master Plan

c. ensure that the Greens Superintendent develops a plan, maintains that plan and complies with that plan with respect to all the laws and reasonable community standards relating to the environment and occupational and player health and safety.

d. take an active interest in the upkeep of the Course, that is to say, to make such suggestions and recommendations with regard to maintenance, improvement and beautification of the Course and grounds in general as they deem advisable subject to the foregoing

House Committee. Consists of Directors or Members as determined by the Directors from time to time. A majority of the Committee members will be a quorum. Duties;

a. Oversee arrangements generally of the Club House and all matters pertaining thereto.

b. ensure that the General Manager develops a plan, maintains that plan and complies with that plan with respect to all the laws and reasonable community standards relating to both the environment and the occupational and clubhouse attendee health and safety.

Membership Committee. Consists of Directors or Members as determined by the Directors from time to time. A majority of the Committee members will be a quorum. Duties;

a. inquire, where deemed necessary, into the suitability of applications for membership, and, in carrying out those inquiries, the Committee shall have power to call for confidential reports from any member of the Club, and particularly from the applicant's nominator and seconder, and to make such other inquiries relevant to the applicant as they may deem necessary.

12

b. Consider and approve all applications for transfer of membership from one class to another.

c. Consider and approve all requests for Medical Leave, Absentee Membership and Non Playing Member Status.

d. Make appropriate reports and/or recommendations to the Directors in respect of the growth of membership numbers within the Budget required.

e. In collaboration with the Marketing Committee, consider and approve all marketing tactics and strategies to achieve the membership growth targets within the Budget.

Strategy Committee. Consists of Directors or Members as determined by the Directors from time to time. A majority of the Committee members will be a quorum. Duties;

a. to suggest and develop strategy for the approval of the Board of Directors from time to time

b. to arrange for and execute strategy into action as appropriate and approved by the Board from time to time

Marketing Committee. Consists of Directors or Members as determined by the Directors from time to time. A majority of the Committee members will be a quorum. Duties;

a. to suggest and develop a comprehensive and consistent marketing message for the approval of the Board of Directors from time to time

b. to arrange for and execute the marketing strategy into action as appropriate and approved by the Board from time to time

Reports of the Committees. The reports of the Committees will be arranged by the Chairperson of the Committee. The reports will be submitted to the General Manager prior to the monthly Board Meeting for circulation to the Directors

18. CONTROL OF STAFF

General Manager Reporting Line. The General Manager only reports to the President of the Club.

Staff Reporting Line. All staff are directly responsible to the General Manager. All complaints concerning staff performance can only be addressed in writing to the General Manager. The responsibility for staff engagements and staff terminations rests with the General Manager who shall on a regular basis report such changes to the Directors.

Staff Propriety. Club Employees and Contractors shall not play the poker machines or drink at the Club whilst on duty.

19. COMPLAINTS

All complaints with respect to Members, the Club's Staff, the Pro Shop or other matters can only be made in writing to the General Manager, who shall submit them without delay to the Directors or appropriate Committee according to the circumstances.

13

20. RULES GOVERNING PLAY AND USE OF THE COURSE

Lowest Handicap Player to Control the Match. The player on the lowest handicap in every match shall act as Captain of the match for the purpose of ensuring that the etiquette of Golf is observed by all members of the match, particularly in regard to courtesy, ‘pace of play’ as deemed appropriate by the Directors from time to time and the protection of the course. Should two or more players be equally handicapped they shall decide among themselves who shall act as Match Captain.

Member Requirements as to Practice on the Course.

Irrespective of any competition By-law or Local Rule a member shall not:-

Prior to play in a match practice approach shots to or towards any green or practice putting on any green other than the practice green or practice putting green.

Make trial or practice strokes on the tees in such manner as may result in damage to the turf.

During play whether practice or otherwise, practice shots from tees and/or fairways using more than two (2) golf balls.

Prior to play in a match, play or practice shots from any tee unless specifically authorised by the Match Committee.

Rules Related to the use of Mobile Phones

Phones ringers must be set to silent or the phone switched off during the playing of golf. If a member fails to follow this rule any member may ask the recalcitrant member to adhere to this rule. Continued failure may be reported to the Match Committee who will impose a penalty of loss of match in matchplay and disqualification in all other games.

Phones ringers must be set to silent or the phone switched off so as not to interrupt or retard proceedings in the Clubhouse during Presentations, dinners, receptions, or any other organised function or activity.

The Match Committee reserves the right to ban the use of mobile phones on the course at any time.

Players must Play in the Competition of the Day. Players booked in designated competition tee times are required to play in the competition of the day which requires payment of the competition fee set by the Match Committee.

Players must Play from the Designated Tee. Players shall not, without the consent of the Professional or a member of the Match/Greens Committee, commence play from any tee other than the first.

No Private Matches. No member shall, without the sanction of the Directors, promote or organise for decision on the Course any private match or competition other than such matches or competition in which not more than four (4) players participate.

Players must Turn up to Play. Fines shall be applied to any member who has booked to play in a competition who:

fails to show without notification;

fails to provide more than one (1) hour notice of cancellation from the competition;

14

fails to report to the Pro Shop at least 14 minutes prior to the booked tee off time. The amount of the fine shall be determined by the Board of Directors from time to time.

Competition and Lodgement of Cards.

Entrance Fees shall be paid before the commencement of play.

One card from a player in each tee time must be time stamped on completion of the round.

Each player is responsible for the entry of their score into the electronic ‘Score Entry’ system and subsequently lodging their scorecard at the Pro Shop.

The Match Committee may adjust a member handicap in accordance with the rules of Golf NSW

Interpreting the Rules of Golf. Should a player or marker be in doubt concerning the application of a Rule of Golf, or Local Rule, to a particular incident in the course of play, he/she must immediately on returning to the Club House, report the facts to the General Manager or Captain so that a ruling may be given by the Match Committee. In such cases the card must not be signed until a ruling has been given.

Protests. Any protest in connection with a competition or match shall be addressed in writing to the General Manager immediately after the completion of the competition or match. Such protest shall be dealt with by the Match Committee or the nominated duty committee member as soon as possible.

Trophies. The Directors shall from time to time determine the maximum value to be permitted for all trophies purchased by or donated to the Club for competition.

21. VISITORS

For the purposes of this By-Law the term ‘Guest’ and ‘Visitor’ are indivisible.

The term Visitor includes people who visit the Club House only and Playing Visitors who play on the golf course. The latter may also enter the Club House.

Visitors must Register. All Members may bring Visitors to the Club and on each day a Member first brings a Visitor to the Club the Member will enter the name of the Visitor(s) into the Visitor Register as kept in accordance with the requirements of the Registered Clubs Act (NSW). Such requirements include that the Visitor shall remain in the company of the Member while the Visitor is on or in the precincts of the Course or Club House.

Visitors must be Proper Persons. No Member shall introduce a Visitor, whether Playing or otherwise, who has been removed, suspended or expelled from the Club for any reason.

Members are Required to Vouch for their Visitors. No Member shall knowingly introduce a Visitor who has been removed, suspended or expelled from any other Club.

Playing Visitors. All Playing Visitors, who are members of a Golf Club and hold an AGU handicap may play in the Wednesday, Thursday and Saturday competitions designated by the Match Committee as available to Playing Visitors up to 6 times per year.

Visitor Playing Fees. The Match Committee will determine appropriate ‘Visitor Playing Fees’ from time to time.

Only one Playing Visitor per Member. Unless otherwise arranged with the President or Captain a member shall not introduce more than one playing guest on any one occasion

15

and the member extending the invitation must, unless arranged with the President or Captain, play in the same match as his or her guest.

Course closed to Playing Visitors. The Course may be closed to Playing Visitors during any such time as the Match Committee may determine.

Ability to Terminate Visitor Privileges. Any privilege allowed with respect to the introduction of a Visitor or Playing Visitor may be refused or withdrawn by the General Manager or by any two Directors in any particular case without any reason for such refusal or withdrawal being assigned.

Match Committee Ability to Extend Visitor Privileges. The Match Committee may set apart one or more days during any year as open or invitation days and on such days Members may, subject to any conditions imposed by the Match Committee, introduce more than one Playing Visitor.

Social Players. Social players pay to play for the applicable green fee as set by the Directors from time to time. Social players are required to follow the general golf etiquette and adhere to all the rules of the Club. Persistent failure to adhere to the etiquette or any contravention of the rules of the Club will give rise to removal of a Social player from the Club’s premises. Any of the Club’s staff, Directors or the Club’s Professional and the Professional’s staff may enforce this provision and are therefore charged with the ability to remove a Social player from the Club’s premises.

22. BY-LAWS RELATING TO PROPERTY

A Member of the Club or person not authorised by the Directors or the General Manager shall not take away from the Club House or grounds, or deface, tear or injure any article, which is the property of the Club, or used by or for the benefit of the Club. Members taking, breaking or injuring any such article are required to pay for same.

All private property left at the Club House or on the grounds of the Club shall be at the Owner’s risk.

No paper, notice or placard, written or printed, shall be exhibited without the permission of the General Manager

No Member shall, within the precincts of the Club, offer any beverages to any Club employee.

Members shall not bring dogs on to the precincts of the Club without the prior approval of the General Manager.

Members and Visitors may not bring food and beverages into the Club House without the prior approval of the General Manager

23. DRESS REGULATIONS

Dress Standards are set by the Directors.

General Expectations;

In the Club House, dress for Men and Ladies must be of clean, neat and tidy appearance at all times.

16

When playing golf appropriate golfing attire must be worn. Appropriate golfing attire must include a collared shirt or mock collar shirt made for golf. Collared shirts may be worn outside shorts, trousers or skirts.

Not Allowed;

Singlets, suntops, or shirts with offensive motifs or slogans.

Football, track, gym or beach wear styles of trousers or shorts.

Jeans of untidy, dirty or torn appearance.

Bare feet, thongs, sports shoes of untidy appearance.

Shoes with metal spikes or sprigs and hats or caps are not to be worn in the Clubhouse.

24. MOTORISED GOLF CARTS

A Member may not access the Club’s precinct with a golf cart unless that Member has;

Received the permission of the General Manager

Paid the annual fee set by the Members Committee

Signed the damage waiver

Proven to the satisfaction of the General Manager that the Member has adequate insurance cover for the cart

Non-members and non-playing members who wish to use their private motorised golf carts on the Club’s precinct must pay a fee equal to the cost of the member’s hire rate.

25. LADIES RULES

In accordance with Article 41.b the Directors have delegated to the Lady Members Committee conduct of the affairs of women's golf at the Club except insofar as all Lady Members are Ordinary Members of the Club. The Ladies Committee has chosen to incorporate these rules in the By-Laws of the Club.

Lady Members Committee. There shall be a Ladies Committee, consisting of a President, Vice-President, Captain, Honorary Secretary, Handicap Manager, Hon Treasurer and five additional members who shall be elected at the Annual General Meeting of Lady Members, and shall remain in office until the next Annual General Meeting. Retiring members of the Committee shall be eligible for re-election.

Lady Members Annual General Meeting.

The Annual General Meeting of the Lady Members must be held before the end of November.

The Annual General Meeting shall be convened by the Honorary Secretary and notice of such meeting shall be given to each Lady Member registered under the provisions of Article 7A of the Company's Articles of Association.

The before mentioned notice shall be given in conformity with Article 53 of the Company's Articles of Association and in sufficient time so as to give seven clear days notice to each

17

Lady Member; but the accidental omission to give notice of a meeting to or the non-receipt of a notice of meeting by any Lady Members shall not invalidate the proceedings at any meeting.

Only those adult Lady Members who are registered under the provisions of Article 7A and who are financial members at the date of the meeting shall be eligible to vote at any meeting of Lady Members or to be elected to the Ladies Committee.

No business shall be transacted at any General Meeting of the Lady Members unless a quorum of members is present at the time when the meeting proceeds to business; save as herein otherwise provided twenty (20) adult Lady Members personally present and entitled to vote shall be a quorum.

The Lady Members' President or, in her absence, the Vice-President, shall preside as Chairman at every General Meeting of the Lady Members.

If no such President or Vice-President is present within fifteen (15) minutes after the time appointed for holding the meeting or if they are unwilling to act as Chairman, the Lady Members present and entitled to vote shall choose someone of their number to be Chairman.

The Provisions of Articles 31 and 32 shall be observed at every meeting of the Lady Members.

Election of Lady Members Committee. The election of the Lady Members Committee shall be conducted in conformity with Articles 36.a and 36.b of the Club's Articles of Association with such modifications of the Voting Paper form as may be necessary.

Casual Vacancies. A casual vacancy on the Lady Members Committee shall be deemed to occur in the manner indicated by Article 40 of the Club's Articles of Association and any such vacancy shall be filled by the Committee in accordance with the provisions of such Article 40.

Duties of Lady Members Committee

The Lady Members Committee shall:-

No later than 14 days after the Annual General Meeting of Lady Members in each year submit to the General Manager of the Club a report covering the proceedings of each Annual General Meeting of Lady Members and shall state therein the names of the officers and Committee members elected.

Submit, for the consideration of the Match Committee of the Club and the subsequent approval of the Directors, a draft program of events for the season; such draft program shall be submitted to the Chairman of the Match Committee of the Club as and when so required in each year and the program shall not be printed or the contents thereof otherwise made known until the program has been approved by the Directors of the Club.

Meet at least once in every month; seven members present to constitute a quorum.

Be responsible to the Directors for the welfare of the Lady Members in all matters pertaining to the objects of the Club.

Have disciplinary rights over Lady Members of all classes and shall have the right to call any Lady Members before them to explain any alleged breach of the Memorandum or Articles of Association or By-laws or Rules of the Club, or any

18

conduct alleged to be prejudicial to the interests of the Club, and shall forthwith submit a report to the Directors for the Lady Member to be dealt with, if necessary, in accordance with the provisions of the Articles of Association and By-laws of the Club.

Have the right to delegate any of its powers to any sub-committee or sub-committees appointed by it.

Consider applications for admission to any class of Ladies Membership referred to it and m a k e appropriate reports or recommendations in respect of each application through the Secretary of the Club to the Membership Committee of the Club for submission to the Directors.

Subject to the By-Laws or Regulations of the Club, arrange and control competitions and matches for Lady Members.

Supervise the handicapping of all Lady Members in conformity with the handicapping rules of Golf Australia.

Make such reports to the Directors and to the sports governing body as may be required.

Deal with any other matters with which the Directors may authorise it to deal.

Sub-Committees. At its first meeting after the Annual General Meeting of the Lady Members, the committee shall appoint the following Sub-Committees whose duties in regard to Lady Members shall be those presented by the following:-

1) Match and Handicap Committee.2) House Committee.3) Membership Committee.4) Trophy Committee.

Right of Appeal. Any Lady Member of any class who feels aggrieved at any decision of the this committee, shall have the right to appeal to the Directors by giving notice in writing to the Directors and to the Honorary Lady Members Secretary of such intention to appeal to the Directors. Such notice shall be so given within fourteen days of the date of the decision from which it is intended to appeal. The Directors, after having received such notice, shall at its next ensuing meeting appoint a time and place for considering such appeal and both the Lady Members concerned and the Lady Members Committee by such person as it may appoint shall be entitled to appear and be heard.

Directors Decision Final with respect to Club Matters. On all matters connected with the Club the decision of the Directors shall be final and without appeal and the Directors may, at any time in its absolute discretion revoke all powers or any powers granted to the Lady Members Committee.

Honorary Lady Members Treasurer. The Honorary Lady Members Treasurer shall keep the proper records of all receipts and expenditures, and shall submit the same to the Honorary Treasurer or to the Auditor or Auditors upon demand.

19