Constitution

Historical Preface

The British Golf Unions' Joint Advisory Committee, now The Council of National Golf Unions since 1960, came into existence at a Conference held in York on 14th February 1924. The Conference was convened by the Royal and Ancient Golf Club of St.Andrews as a means of enabling the Royal and Ancient Golf Club, in consultation with representatives of the Golf Unions, to formulate a definitive system of calculating scratch scores and to arrive at a uniform system of handicapping.

The Consultative Committee, consisting of representatives from the English Golf Union, the Golfing Union of Ireland, the Scottish Golf Union and the Welsh Golfing Union was appointed to receive and consider schemes for allocating the Scratch Scores and adjustments to handicaps throughout Great Britain and Ireland and to propound schemes for submission to the Royal and Ancient Golf Club of St. Andrews for approval for their adoption throughout the countries.

The Standard Scratch Score and Handicapping Scheme was prepared by the British Golf Unions Joint Advisory Council in 1925 and has been in operation throughout Great Britain and Ireland since 1st March 1926.

The Scheme adopted in 1983 was based on the system used by the Australian Golf Union and takes account of all scores returned by players under Medal Play Conditions.

The Ladies' Golf Union (LGU) was formed in 1893 with one of its major objectives to provide a national system of handicapping for ladies. Since that time the Ladies' Golf Union has been the handicapping authority for ladies in Great Britain and Ireland and for affiliated Overseas Unions and Associations.

In 1998 the Ladies' Golf Union introduced a new handicapping system closely related to the CONGU Scheme, the basis of which was that a player's handicap should reflect current form. In 2001, it was agreed that CONGU® and the LGU should work together to produce a unified handicapping system.

This Constitution now incorporates the revised structure of CONGU® which, from the 1st February 2004, oversees and administers the Unified Handicapping System for men and ladies in Great Britain and Ireland.

THE COMPANIES ACTS 1985 AND 1989

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION OF THE COUNCIL OF NATIONAL GOLF UNIONS LIMITED

The name of the Company is 'The Council of National Golf Unions Limited' (hereinafter called 'the Company').
The registered office of the Company shall be situated in England and Wales.
The objects of the Company shall be:-
- to administer, monitor and make any changes or additions considered necessary to the CONGU® Unified Handicapping System;
- to undertake such further duties as shall be allotted to it from time to time by the Golfing Unions and Golfing Associations (as defined in the Company's articles of association);
- to maintain contact between the Golfing Unions and Golfing Associations, (as defined in the Company's articles of association) in respect of the above purposes and functions; and
- to acquire and undertake the assets and liabilities to be transferred to the Company by, and to carry out the powers, obligations and general objects of the unincorporated association known as the Council for National Golf Unions (the 'Union') and to indemnify the Union, its officers and members and any other committees and sub-committees and its employees against all costs, claims, demands, actions and proceedings relating to those assets and liabilities and the undertaking of the Union and in respect of all liabilities, obligations and commitments (whether legally binding or not) of the Union transferred to the Company and also in respect of the costs and expenses and outgoings from or attributable to the transfer of assets and undertakings.
The Company shall have, without prejudice to the generality of the foregoing, power to do all such lawful things as will further the foregoing objectives and in particular:-
- to obtain collect and receive money and funds by way of contributions subscriptions fees donations legacies awards grants covenants or by organising functions or events or by any other lawful methods and to accept and receive gifts of property of any description;
- to purchase lease or by any other means acquire interests on or take options over any property whatever and any rights or privileges of any kind over or in respect of any property;
- to improve, manage, construct, repair, develop, exchange, let on lease or otherwise, mortgage, charge, sell, dispose of, turn to account, grant licenses options, rights and privileges in respect of or otherwise deal with all or any part of the property, assets and rights of the Company;
- to apply for, register, purchase, or by other means acquire and protect, prolong and renew, whether in the United Kingdom or elsewhere, any patents, patent rights, licenses, secret processes, trade marks, designs, protections, concessions and generally intellectual property or rights and to disclaim, alter, modify, use and turn to account and to manufacture under or grant licences or privileges in respect of the same, and to expend money in experimenting upon, testing and improving any patents, inventions or rights which the Company may acquire or propose to acquire;
- to invest and deal with the moneys of the Company not immediately required in such manner as may from time to time be determined and to hold or otherwise deal with any investments made;
- to lend and advance money or give credit on any terms and with or without security to any person, firm or company (including without prejudice to the generality of the foregoing any holding company, subsidiary or fellow subsidiary of, or any other company associated in any way with, the Company), to enter into guarantees, contracts of indemnity and surety-ships of all kinds, to receive money on deposit or loan upon any terms, and to secure or guarantee on any manner and upon any terms the payment of any sum of money or the performance of any obligation by any person, firm or company (including without prejudice to the generality of the foregoing any such holding company, subsidiary, fellow subsidiary or associated company as aforesaid);
- to borrow and raise money in any manner and to secure the repayment of any money borrowed, raised or owing by mortgage, charge, standard security, lien or other security upon the whole or part of the Company's property or assets (whether present or future), and also by a similar mortgage, charge, standard security, lien or security to secure and guarantee the performance by the Company of any obligation or liability it may undertake or which may become binding on it;
- to draw, make, accept, endorse, discount, negotiate, execute and issue cheques, bills of exchange, promissory notes, bills of lading, warrants, debentures, and other negotiable or transferable instruments;
- to apply for, promote, and obtain any Act of Parliament, order or licence of the Department of Trade and Industry or other authority for enabling the Company to carry any of its objects into effect, or for effecting any modification of the Company's constitution, or for any other purpose which may seem calculated directly or indirectly to promote the Company's interests, and to oppose any proceedings or applications which may directly or indirectly prejudice the Company's interests;
- to enter into any arrangements with any government body or authority (supreme, municipal, local or otherwise) that may seem conducive to the attainment of the Company's objects or any of them, and to obtain from any such government or authority any charters, decrees, rights, privileges, and concessions;
- to subscribe for, take, purchase, or otherwise acquire, hold, sell, deal with and dispose of, place and underwrite shares, stocks, debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any other company constituted or carrying on business in any part of the world, and debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any government or authority (supreme, municipal, local or otherwise) in any part of the world;
- to control, manage, finance, subsidise, co-ordinate or otherwise assist any company or companies in which the Company has a direct or indirect financial interest.
- to sell or otherwise dispose of the whole or any part of the business or property of the Company, either together or in portions, for such consideration as the Company may think fit, and in particular for shares, debentures, or securities of any company purchasing the same;
- to act as agents or brokers and as trustees for any person, firm or company or in any appropriate manner, and to undertake and perform sub-contracts;
- to remunerate any person, firm or company rendering services to the Company either by cash payment or otherwise as may be thought expedient; to give or award pensions, annuities, gratuities, and superannuation or other allowances or benefits or charitable aid and generally to provide advantages, facilities and services for any persons who are or have been directors of, or who are or have been employed by, or who are serving or have served the Company, or any company which is a subsidiary of the Company or the holding company of the Company or a fellow subsidiary of the Company or the predecessors in business of the Company or of any such subsidiary, holding or fellow subsidiary company and to the wives, widows, children and other relatives and dependants of such persons; to make payments towards insurance; and to set up, establish, support and maintain superannuation and other funds or schemes (whether contributory or non-contributory) for the benefit of any of such persons and of their wives, widows, children and other relatives and dependants;
- to pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company, or to contract with any person, firm or company to pay the same, and to pay commissions to brokers and others for underwriting, placing, selling, or guaranteeing the subscriptions of any securities of the Company;
- to support and subscribe to any charitable or public object and to support and subscribe to any institution, society, or club which may be for the benefit of the Company or its directors or employees, or may be connected with any town or place where the Company carries on business;
- to amalgamate with any company, institution, society or union which shall have objects altogether or mainly similar to those of the Company or which are for the benefit of amateur golf and which prohibit the payment of any dividend or profit to and the distribution of any of their assets amongst their members at least to the same extent as such payments are prohibited by this Memorandum;
- to do all or any of the things or matters aforesaid in any part of the world and either as principals, agents, contractors or otherwise, and by or through agents, brokers, sub-contractors or otherwise and either alone or in conjunction with others;
- to do all such other things as may be deemed incidental or conducive to the attainment of the Company's objects or any of them.
AND so that:-
- None of the objects set forth in any sub-clause of this Clause shall be restrictively construed but the widest interpretation shall be given to each such object, and none of such objects shall, except where the context expressly so requires, be in any way limited or restricted by reference to or inference from any other object or objects set forth in such sub-clause, or by reference to or inference from the terms of any other sub-clause of this Clause or by reference to or inference from the name of the Company.
- None of the sub-clauses of this Clause and none of the objects therein specified shall be deemed subsidiary or ancillary to any of the objects specified in any other such sub-clause, and the Company shall have as full a power to exercise each and every one of the objects specified in each sub-clause of this Clause as though each such sub-clause contained the objects of a separate company.
- The word 'company' in this Clause, except where used in reference to the Company shall be deemed to include any partnership or other body of persons, whether incorporated or unincorporated and whether domiciled in the United Kingdom or elsewhere.
- In this Clause the expression 'the Act' means the Companies Act 1985, but so that any reference in this Clause to any provision of the Act shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force.
The Company is a non-profit making organisation and the income and the property of the Company shall be applied solely towards the promotion of the objects set forth in this Memorandum. No portion of the income or property of the Company shall be paid or transferred directly or indirectly by way of dividend, bonus or profit share to any Member of the Company Provided that nothing herein shall prevent any payment in good faith by the Company:
- of reasonable and proper remuneration to any Member, officer, employee or servant of the Company for any services rendered to the Company and of travelling and out-of-pocket expenses necessarily incurred in carrying out the duties of any member of the board, officer, employee or servant of the Company;
- of interest on money lent by a Member of the Company or of its Board at a rate per annum not exceeding 2% below the base rate from time to time of Barclays Bank plc;
- of reasonable and proper payment to a company of which a Member of the Company or of its Board may be a member in respect of goods supplied or services provided by such company to the Company provided that any such Member of the Company or its Board declares his interest in such payment before such payment is made;
- of a reasonable and proper rent for premises let by any Member of the Company to the Company.
The liability of the Members is limited.
Every Member of the Company undertakes to contribute such amount as may be required (not exceeding £1) to the Company's assets if it should be wound up while he is a Member or within one year after he ceases to be a Member for payment of the Company's debts and liabilities contracted before he ceases to be a Member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributors among themselves.
If upon the winding up or dissolution of the Company there remains after satisfaction of all its debts and liabilities any property whatsoever it shall not be paid to or distributed among the Members of the Company but given or transferred to some other organisation or organisations having objects similar to the objects of the Company and which shall prohibit the distribution of its or their income and property to an extent at least as great as is imposed on the Company under or by virtue of Clause 5 hereof such organisation or organisations to be determined by the Members of the Company at or before the time of dissolution; and insofar as effect cannot be given to such provisions then to some charitable object.
Paragraphs 5 & 8 of this Memorandum shall not be capable of amendment or deletion in any circumstances.

We, the subscribers to this Memorandum, wish to be formed into a Company pursuant to this Memorandum.

Signature:

Name:

Address

Date:

Witness signature:

Witness name:

Witness address:

Witness occupation:

Date:

Companies Acts 1985 and 1989

COMPANY LIMITED BY GUARANTEE

Articles of Association of

THE COUNCIL OF NATIONAL GOLF UNIONS

Geldards LLP

Dumfries House

Dumfries Place

Cardiff

CF10 3ZF

COMPANIES ACTS 1985 and 1989

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION OF

THE COUNCIL OF NATIONAL GOLF UNIONS

1 Definitions and interpretation

In these articles, unless the context otherwise requires:

1.1 'Act' means the Companies Act 1985 and any statutory modification or re‑enactment thereof for the time being in force;

1.2 'articles' means the articles of association of the Company;

1.3 'Board' means the board of directors of the Company constituted pursuant to article 9;

1.4 'Business Day' means a day (other than a Saturday or Sunday) on which banks are open for business in London;

1.5 'Chair' means the person appointed from time to time as the Chair of the Company in accordance with article 15;

1.6 'Committee' means such committees as the directors may create from time to time;

1.7 'Company' means The Council of National Golf Unions;

1.8 'director' means a director of the Company from time to time;

1.9 'Golfing Association' means the golfing associations located within Great Britain and Ireland and recognised by the Board from time to time as affiliated to the Company, including the English Women's Golf Association, Scottish Ladies' Golfing Association Limited and the Royal and Ancient Golf Club of St Andrews and their successors, each of which is a 'Golfing Association';

1.10 'Golfing Union' means the golfing unions located within Great Britain and Ireland and recognised by the Board from time to time as affiliated to the Company, including the English Golf Union Limited, the Golfing Union of Ireland, the Scottish Golf Union Limited, the Golf Union of Wales Limited, the Ladies' Golf Union and the Irish Ladies' Golf Union and their successors, each of which is a 'Golfing Union';

1.11 'Member' means a person duly admitted as a member of the Company from time to time in accordance with these articles;

1.12 'office' means the registered office of the Company from time to time;

1.13 'Representative' means a duly authorised representative of a Golfing Union or Golfing Association;

1.14 'Secretary' means the person appointed as the secretary of the Company in accordance with article 14;

1.15 Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in visible form;

1.16 Unless the context otherwise requires, words or expressions contained in these articles shall bear the same meaning as in the Act or any statutory modification of the Act in force at the date at which these articles become binding on the Company;

1.17 Except where the context otherwise requires, any reference to a person 'signing' or 'executing' any agreement, deed, instrument or document of any kind shall include signing, sealing, executing or using any other valid means by which that person may bind himself to such agreement, deed, instrument or document;

1.18 The regulations contained in the Schedule to the Companies (Tables A-F) Regulations 1985 do not apply to the Company.

1.19 References to any gender shall include every gender.

1.20 Where the context so requires, references to the singular include the plural and vice versa.

2 Objects

The Company is established for the objects expressed in the Company's memorandum of association.

3 Members and affiliation

3.1 The Members shall have such powers as are reserved to them by the Act, the memorandum and the articles and any directions which may be given by special resolution or by a written resolution passed under article 6.7. All other powers of the Company, including the determination of the policies of the Company and the management of the business of the Company, shall (subject to article 8) be exercised by the directors. The directors shall be appointed in accordance with article 9.

3.2 The membership of the Company shall consist of the Chairman and those Representatives nominated in accordance with articles 3.3 and 3.4. Membership of the Company will last for a period of one year and will end on the conclusion of the annual general meeting in each year, unless confirmation of their continued appointment is received by the Secretary from the secretary of the appointing Golfing Union and/or Golfing Association by 1^st March in each year.

3.3 Each Golfing Union and Golfing Association shall nominate a number of Representatives, as detailed below, as Members of the Company and will deliver to the Company a form of written notice specifying the individual's name, address and such other information as the Board may require from time to time. All such notifications are to be received by 1^st March in each year.

3.4 The English Golf Union Limited shall nominate two Representatives;

The Golfing Union of Ireland shall nominate two Representatives;

The Scottish Golf Union Limited shall nominate two Representatives;

The Golf Union of Wales Limited shall nominate four Representatives;

The Royal and Ancient Golf Club of St Andrews shall nominate one Representative;

The English Ladies' Golf Association shall nominate two Representatives;

The Irish Ladies' Golf Union shall nominate two Representatives;

The Scottish Ladies' Golfing Association Limited shall nominate two Representatives; and

The Ladies' Golf Union shall nominate one Representative.

3.5 Only natural persons may be Members and no corporation, body corporate, partnership, trust or other similar body may be a Member.

3.6 A Member may retire by written notice to the Company.

3.7 Membership of the Company shall not be transferable.

3.8 A Member shall cease to be a Member of the Company if:

(1) he dies;

(2) he becomes bankrupt;

(3) the Golfing Union or Golfing Association of which he is a Representative is dissolved or otherwise ceases to exist; and/or

(4) he ceases to be a Representative of the Golfing Union or Golfing Association of which he was a Representative at the time of his admission to membership.

3.9 If a Member ceases to be a Member of the Company as a result of either articles 3.8(1), (2) or (4) above then the Golfing Union or Golfing Association, of which he is a Representative, shall inform the Board, as soon as practicable, of their new Representative.

3.10 On receipt of a notification referred to in article 3.9 the Board shall admit to membership of the Company that Representative.

3.11 A Member shall cease to be a Member if he is removed from membership by a special resolution of the Members in general meeting on the grounds that the Member's continued membership is or is likely to be harmful to the Company, but only after notifying the Member in writing and allowing the Member concerned to make representations at the general meeting called to consider that Member's removal or to circulate written representations to the Members prior to that general meeting.

4 General meetings

The annual general meeting shall be held in March of each year, at such date and place as may be fixed at the preceding annual general meeting, or as otherwise decided by the Board. The Board may, whenever it thinks fit, convene an extraordinary general meeting during the year, provided that the appropriate notice is given to all members.

5 Notice of general meetings

5.1 An annual general meeting shall be called by at least twenty-one days' notice in writing. An extraordinary general meeting called for the passing of a special resolution shall be called by at least twenty-one days' notice in writing. Other general meetings shall be called by at least fourteen days' notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day of the meeting and shall specify the place, the day and the time of the meeting and, in case of special business, the general nature of that business and shall be given in the manner mentioned below or in such other manner, if any, as may be prescribed by the Company in general meeting, to such persons as are, under the articles of the Company, entitled to attend provided that a meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in this article, be deemed to have been duly called if it is so agreed:

(1) in the case of the annual general meeting, by all the Members entitled to attend and vote thereat; and

(2) in the case of any other meeting, by a majority of the Members having a right to attend and vote at the meeting, being a majority together holding not less than ninety five per cent of the total voting rights at a meeting of all the Members.

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

5.3 Notice of a general meeting which (subject to article 5.2) has been served on every Member who would have been entitled to attend and vote at such general meeting if it had been held on the date of such notice need not be given to any Member who becomes a Member after the date upon which such notice is issued.

6 Proceedings at general meetings

6.1 The business to be transacted at an annual general meeting shall be:

(1) to approve the minutes of the previous annual general meeting;

(2) the consideration of the accounts of the Company and the reports of the Board and the auditors (if applicable) in respect of the accounting reference period ending in the year immediately preceding the annual general meeting;

(3) the appointment of the auditors or reporting accountant, as applicable; and

(4) the appointment or re-appointment of the Members pursuant to article 3.

All other business to be transacted at an annual general meeting and all business to be transacted at an extraordinary general meeting shall be deemed to be special business.

6.2 No business shall be transacted at any general meeting unless a quorum of Members is present in person or by proxy at the time when the meeting proceeds to business.

At least ten of the Members from time to time whether present in person or by proxy shall be required to constitute a quorum. If within half an hour from the time appointed for the meeting a quorum is not present, or if during the meeting a quorum ceases to be present, the Chairman shall adjourn the meeting for 14 days (or, if that day is a holiday, to the next Business Day thereafter), at the same time and place, or to such other day and at such other time and place as the Chairman may determine.

6.3 A resolution put to the vote of a meeting shall be decided on a show of hands unless otherwise stated in the notice convening the meeting.

6.4 The Chairman's intimation of the result shall be final except in the case of manifest error.

6.5 An instrument appointing a proxy shall be in writing and be executed by or on behalf of the relevant Golfing Union or Golfing Association. The instrument appointing a proxy and (if required by the Board) any authority under which it is executed or a copy of the authority, certified notarially or in some other way approved by the Board, must be delivered to the registered office (or to such other place or to such person as may be specified or agreed by the Board) at least two days before the taking of the vote at the meeting or adjourned meeting at which the person named in the instrument proposes to act and an instrument of proxy which is not so delivered shall be invalid. The Board may at its discretion treat a faxed or other machine-made copy of an instrument appointing a proxy as such an instrument for the purpose of this article.

6.6 Unless otherwise instructed by the Golfing Union or Golfing Association who appointed the proxy, the proxy may vote as that proxy thinks fit or abstain from voting.

6.7 A resolution in writing signed or approved by notice, letter, telex or fax by or on behalf of each Member who would have been entitled to vote upon it if it had been proposed at a general meeting shall be as valid and effectual as if it had been passed at a general meeting duly convened and held. Any such resolution or approval may consist of several documents each signed by or on behalf of one or more of the Members.

6.8 Members participating in the manner described in this article shall be deemed to be present in person and to be holding a meeting. A Member may, to the extent permitted by law, participate in a meeting of the Company by means of telephone or audio-visual conference telephone or similar communicating equipment whereby all Members participating can hear or see and hear each other. Resolutions in general meetings may be made through participation and voting by such means even though none or only some of the Members are physically present with each other.

6.9 At a general meeting on a show of hands every Member, excluding the Chairman, who is present in person or by proxy shall have one vote.

6.10 In the case of an equality of votes on a show of hands, the Chairman shall be entitled to a casting vote.

7. Powers of directors

7.1 Subject to the provisions of the Act, the memorandum and the articles (including, without limitation, article 8) and to any directions which may be given by special resolution or by a written resolution passed under article 6.7, the policies of the Company shall be determined, and the business of the Company shall be managed, by the directors who may exercise all the powers of the Company. No alteration of the memorandum or articles and no such direction shall invalidate any prior act of the directors which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this article shall not be limited by any special power given to the directors by the articles and a meeting of directors at which a quorum is present may exercise all powers exercisable by the directors.

7.2 The directors may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes and on such condition as they determine, including authority for the agent to delegate all or any of his powers.

8. Delegation of directors' powers

8.1 The directors may delegate any of their powers (with power to sub‑delegate) to any committee consisting of such person or persons (whether directors or not) as they think fit.

8.2 The directors may also delegate to any director holding any executive office such of their powers as they consider desirable to be exercised by him or her.

8.3 Any delegation pursuant to this article may be made subject to any conditions the directors may impose, and either collaterally with or to the exclusion of their own powers, and may be revoked or altered. Subject to any such conditions and conditions contained within these articles, the proceedings of a committee with two or more members shall be governed by the articles regulating the proceedings of directors so far as they are capable of applying.

9. Appointment and retirement of directors

9.1 The first members of the Board shall be as named in the statement delivered to the Registrar of Companies pursuant to section 10 of the Act.

9.2 There shall be no maximum number of directors holding office at any time and the minimum number of directors holding office at any time shall be two.

9.3 Every Member of the Company from time to time agrees to become a director of the Company. When the Member ceases to be a Member of the Company, he will also be deemed to resign as a director. Such appointment or resignation to occur on the Member being entered or removed from the register of members of the Company.

9.4 No director shall be ineligible for appointment as a director, by reason of his having attained any particular age.

10. Disqualification and removal of directors

10.1 The office of a director is vacated if:

(1) the director ceases to be a director by virtue of any provision of the Act or pursuant to these articles or becomes prohibited by law from being a director; or

(2) the director becomes bankrupt or makes an arrangement or composition with his creditors generally or applies to the court for an interim order under s.253 of the Insolvency Act l986 in connection with a voluntary arrangement; or

(3) the director becomes incapable by reason of illness or injury of managing and administering his property and affairs; or

(4) the director resigns from office by notice sent to or left at the office unless after such resignation the number of directors would be less than two, in which case any such notice shall be of no effect; or

(5) the director is absent from 3 consecutive meetings of the directors without the permission of the directors, and an alternate director (if any) does not attend in his place, and the directors resolve that his office be vacated; or

(6) the director (if he or she has been employed as an executive director) ceases for whatever reason to be an employee of the Company, unless he is also a Member and the other directors resolve that he should continue to be a director.

11. Remuneration of directors

The directors may be refunded for all reasonable expenses properly incurred by them in connection with their attendance at meetings of directors or committees of directors or general meetings of the Company or otherwise in connection with the discharge of their duties, subject to the submission of valid proof that such expenses have been incurred. Except for any director employed as an executive director, the directors shall not be entitled to any other remuneration or fee in connection with their office or the performance of their duties as directors.

12. Directors' appointments and interests

12.1 Subject to the provisions of the Act and the Company's memorandum of association, the directors may appoint one or more of their number to any executive office under the Company and may enter into an agreement or arrangement with any director for his employment by the Company or for the provision by him of any services outside the scope of the ordinary duties of a director. Any such appointment, agreement or arrangement may be made upon such terms as the directors determine and they may remunerate any such director for his services as they think fit. Any appointment of a director to an executive office shall terminate if he ceases to be a director, but without prejudice to any claim to damages for breach of the contract of service between the director and the Company.

12.2 Each director shall disclose to the Board in writing any interest (whether direct or indirect) in any contract or proposed contract being considered by the Board and shall refrain from discussing or voting upon such business.

12.3 No director shall take any loan from the Company.

12.4 No director shall use any information obtained as a director for personal gain.

12.5 Save as otherwise provided by these Articles, a director shall not vote at a directors meeting on any resolution concerning a matter in which he has, directly or indirectly, an interest or duty which is material and which conflicts or may conflict with the interest of the Company unless his interest or duty arises only because the matter falls within one or more of the following:

(a) the resolution relates to the giving to him of a guarantee, security or indemnity in respect of money lent to or an obligation incurred by him for the benefit of the Company;

(b) the resolution relates to the giving to a third party of a guarantee, security or indemnity in respect of an obligation of the Company for which the Board member has assumed responsibility in whole or part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security; or

(c) the resolution relates in any way to a retirement benefits scheme which has been approved or is conditional upon approval by the Board of Inland Revenue for taxation purposes.

12.6 For the purposes of this Article, an interest of a person who is, for any purpose of the Act (excluding any statutory modification thereof not in force when this article becomes binding on the Company), connected with a director shall be treated as an interest of the director.

12.7 A director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.

12.8 If a question arises at a directors meeting as to the right of a director to vote, the question may, before the conclusion of the meeting, be referred to the Chair of the meeting and his ruling in relation to any director other than himself shall be final and conclusive.

12.9 A general notice given to the directors that a director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of person is interested shall be deemed to be a disclosure that the director has an interest in any such transaction of the nature and extent so specified and an interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of that director.

13. Proceedings of directors

13.1 Subject to the provisions of the articles, the directors may regulate their proceedings as they think fit.

13.2 Notice of every meeting of directors shall be given to each director, excluding directors who are absent from the United Kingdom at the time of the notice being issued.

13.3 Each meeting of the Board shall be chaired by the Chairman. If the Chairman is not present at any meeting thereof, the meeting shall be chaired by such other director present at the meeting, as determined by the directors in attendance.

13.4 Questions arising at a meeting shall be decided by a simple majority of the votes cast by those directors present and eligible to vote. The Chairman shall only be entitled to a casting vote in the case of an equality of votes.

13.5 The directors may subject to these articles meet together for the dispatch of business and adjourn and otherwise regulate their meetings as they think fit. The quorum for any meeting of the Board shall be ten of the directors then holding office.

13.6 The continuing directors may act notwithstanding any vacancies in their number, but, if the number of directors is less than the number fixed as the quorum, the continuing directors may act only for the purpose of calling a general meeting.

13.7 All or any of the members of the Board or any committee of directors may participate in a meeting thereof by means of a conference telephone or any communication equipment which allows all persons participating in the meeting to hear, or see and hear, each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the largest group of those participating is assembled, or, if there is no such group, where the Chairman of the meeting then is.

13.8 All acts done by a meeting of directors, or of a committee of directors, or by a person acting as a director shall, notwithstanding that it be afterwards discovered that there was a defect in the calling of the meeting or in the appointment of any director or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director and had been entitled to vote.

13.9 A resolution in writing signed or approved by notice, letter, telex, fax, telemessage or cable by all the directors entitled to receive notice of a Board meeting and entitled to vote in respect of such resolution or by all the persons entitled to receive notice of a meeting of a committee of the Board and entitled to vote in respect of such resolution shall be as valid and effectual as if it had been passed at a board meeting or (as the case may be) a meeting of a committee of the Board duly convened and held and may consist of several documents each signed by one or more persons. A resolution of the Board or any committee of the Board may be passed by accepting the vote of any director who is absent from the relevant meeting but who has communicated his or her vote by means of a resolution or approval in writing in accordance with this article and any such absent director shall be deemed to be present at the meeting and shall be counted in ascertaining whether a quorum is present.

14. Secretary

14.1 Subject to the provisions of the Act, the Secretary shall be appointed in whatsoever manner as the Board shall decide.

14.2 The Secretary should attend all general meetings and meetings of the Board of the Company and shall take and keep minutes of the proceedings. In the event of the Secretary being unable to attend at any such meeting, the Chairman shall appoint a substitute to undertake his duties for that meeting.

14.3 The Secretary shall submit the annual budget agreed by the Board to each Golfing Union and Golfing Association.

14.4 The Secretary shall be responsible for the finances of the Company and shall present audited accounts of the previous year at the annual general meeting.

14.5 The Secretary shall be responsible for submitting the annual returns of the Company to Companies House and maintaining the register of members and the register of directors of the Company.

15. Chairman

15.1 At a board meeting convened immediately after incorporation and after each annual general meeting thereafter a Chairman shall be elected from within or outside the Members of the Company. The person elected shall be eligible for re-election but will not serve as Chairman for longer than four years, unless determined by a majority of the Board.

15.2 The Chairman shall chair all general meetings of the Company and meetings of the directors. Should the Chairman be unable to attend any such general meeting or meeting of the directors, those Members or directors present shall elect one of their number to act as Chairman, and the Member or director so elected shall exercise all the powers of the Chairman for that meeting.

15.3 The Chairman shall only have a casting vote.

15.4 In the event of the Chairman being elected from one of the Members a replacement Representative from his Golfing Union or Golfing Association should be nominated.

16. Minutes

The secretary shall cause minutes to be made in books kept for the purpose:-

(1) of all appointments of officers made by the directors; and

(2) of all proceedings at meetings of the Company and of the directors, and of committees of directors, including the names of the directors present at each such meeting.

17. Notices

Save where the Company has specified, or these articles specify, a particular method of delivery, any notice to be given to the Company pursuant to the articles may be:

(1) delivered in hard copy or electronic form by hand or by post in a prepaid envelope to the Company's registered office or any other address specified for the purpose by the Company;

(2) delivered in electronic form to an address specified for the purpose by the Company; or

(3) delivered in any other manner which has been agreed by the Company.

18. Subject to article 17 above, any notice to be given by the Company pursuant to the articles may be:

(1) handed to the intended recipient in hard copy or electronic form;

(2) delivered in hard copy or electronic form by hand or by post in a prepaid envelope to any of the following addresses:

(a) to a person in his capacity as a member of the Company at his address as shown in the Company's register of members;

(b) to a person in his capacity as a director of the Company at his address as shown in the Company's register of directors;

(d) where the Company is unable to obtain an address falling within any of sub-paragraphs (a) to (c), to the intended recipient's last address known to the Company;

(3) delivered in electronic form to an address specified for the purpose by the intended recipient;

(4) delivered by means of publication on a website provided the intended recipient has agreed that the notice may be delivered to him in that manner; or

(5) delivered in any other manner which has been agreed by the intended recipient.

19. Indemnity

Subject to the provisions of the Act, but without prejudice to any indemnity to which a director may otherwise be entitled, every director or other officer or official appointed by the Company shall be indemnified out of the assets of the Company against:

(a) any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company; and

(b) all costs, charges, losses, expenses and liabilities incurred in the execution of is duties.

20. Media Information

No Member or director shall communicate to the media any information with regard to the business done or discussed at any meeting of the directors or any general meeting of the Members except with the approval of the Chairman or the Secretary.

Name and address of subscribers

Signature:

Name:

Address

Date:

Witness signature:

Witness name:

Witness address:

Witness occupation:

Date: