1.

NAME

The Club shall be called Eaton Golf Club Limited.

2.

OBJECTS.

The objects of the Club are to afford to the members all the usual facilities and advantages of   a private members golf club, to carry out all the normal activities of such a club and generally to promote and foster the game of golf.

3.

CONSTITUTION.

The Club is incorporated as a Private Company limited by shares and shall be managed and administered in accordance with the Memorandum and Articles of Association dated 10th April 1991 or any revision thereto as may be approved by the members in General Meeting and the regulations for the Management of a Company as set out in the Companies Act 1985 (or any subsequent revision).

4.

DEFINITIONS

(a)

All references to the Club or the Company shall be deemed to include Eaton Golf Club Limited and vice versa.

(b)

Any references to statutory provisions shall except where the context or subject otherwise requires be construed as references to those provisions as respectively amended or re-enacted   from time to time and shall include any provision of which they are re-enactments (whether with or without modification) and all statutory instruments or orders from time to time made there under or issued pursuant to any such statutory provisions.

(c)

Words importing the masculine gender shall include the feminine and the neuter and vice versa.

(d)

Words importing the singular shall include the plural and vice versa.

(e)

Save where the context otherwise requires all obligations given or undertaken by more than one person in the same capacity are given or undertaken by them jointly and severally.

(f)

The clause headings shall not affect the construction of these Rules.

(g)

Save where otherwise stated any reference to a numbered clause or schedule means the clause or schedule in these Rules which is so numbered.

5.

ALLOTMENT AND TRANSFER OF SHARES IN THE COMPANY .

Allotment and transfer of shares shall be in accordance with Articles 2 and 14 of the Articles of Association but generally include the following:-

(a)

No individual person may hold more than six (6) shares in the Company.

(b)

Members of the club who are entitled to vote at the General Meetings of the Company to elect Directors are required to own at least one share in the Company.

(c)

A shareholder wishing to transfer any shares in the Company or ceasing to be a member of the Club shall give Notice in writing to the Company of his desire to transfer his shares, which Notice shall make the Company his agent for the sale of all the shares specified in the Notice to an existing shareholder or a person on the waiting list of the Club as approved by the directors in accordance with and in the manner prescribed in Article 14 of the Articles of Association of the Company. Shares to be transferred to new members shall be sold in strict order of their availability.

6.

RIGHTS AND LIABILITIES OF MEMBERS ..

Every member of the Club, subject to the Rules and Bye-Laws for the time being in force, shall be able to use and enjoy, in common with the other members of the Club, the Golf Course, the clubhouse and other facilities provided by the Company, subject to the payment of the annual subscription and any other sums due arising from purchases made and any competition entry fees and such fees or funds called by a resolution passed at a General Meeting.

7.

MEMBERSHIP

(a)

Number of Members.

The maximum number of members shall be 600, but the Board of Directors may, with the approval of the members in General Meeting resolve to register a lesser number.

The Board of Directors may determine and publish the individual limits within each category of membership.

(b)

The Membership Year.

The Membership Year shall run from 1 st January to 31 st December in any one year.

(c)

Categories of Membership.

(i)

Full Membership.

There shall be two categories of full membership; Individual Membership and Married Couple Membership. Members of both sub-categories are entitled to all the rights and privileges of the Club.

Individual Membership requires a minimum of ownership of three shares in the Company

Married Couple Membership requires a minimum joint ownership of five shares in the Company. If ownership is to be separate, one spouse shall have three shares and the second two shares. If the ownership is split in this manner each spouse is entitled to an individual vote.

(ii)

Restricted Membership

(a)Restricted Membership A

Members in this category are required to own at least one share in the Company and are entitled to all the rights and privileges of the Club apart from those detailed in this sub-section.

Restricted Membership A is confined to individuals who have been members of the former Eaton Golf Club for at least five complete years and who were aged 65 years or over on 14 th June 1991 and who took up such membership at the closing date of the share application. Application for Restricted Membership is no longer available.

A restricted member may play on the Course from Monday to Friday inclusive except on Public Holidays. He or she may also play on Saturdays, Sundays and Public Holidays subject to the payment of a Green fee and the restrictions applicable to visitors and guests at those times. He or she shall not be entitled to play in any Club Competition (including knockout competitions) other than mid-week competitions.

(b)Restricted Membership B

Members in this category are required to own at least one share in the Company and are entitled to the same rights and privileges of the Club apart from those detailed in the following sub-section.

Restricted Membership B is confined to individuals who have been members of Eaton Golf Club Limited for at least ten complete years or since 14 th June 1991 and who are aged 75 years or over on 1 st January in any year or, in exceptional circumstances, at a lower age. A restricted member may play on the Course from Monday to Friday inclusive except on Public Holidays a maximum of 6 times per year. He or she may play at any other time subject to the payment of a Green fee and the restrictions applicable to visitors and guests at these times. He or she shall not be entitled to play in any Club Competition.

(iii)

Country Membership

Members in this category are required to own at least one share in the Company and are entitled to all the rights and privileges of the Club apart from those detailed in this sub-section.

Country Membership is restricted to former members of the Club or to members of other clubs whose residence is outside a radius of 100 miles from the clubhouse. The right to play in competitions will be set out in the Byelaws from time to time.

(iv)

Intermediate Membership

(a)Intermediate Membership A

Members in this category are not required to own any shares in the Company. This category is restricted to individuals having attained the age of 21 years and will continue until their 30 th birthday.

Intermediate A members will pay a reduced subscription until 1 st January following their 26 th birthday and will thereafter pay the full membership rate. A member in this category is entitled to all the rights and privileges of the Club apart from those detailed in the following sub-section.

An Intermediate A member is ineligible to vote in any election of the Club or to hold office in the Club, unless he or she is a shareholding member of the Club.

(b)Intermediate Membership B

Members in this category are required to own at least one share in the Company and are entitled to all the rights and privileges of the Club. Intermediate Membership B is restricted to individuals having attained the age of 30 years and will continue until their 35 th birthday.

(c)Intermediate Membership C

Members in this category are required to own at least two shares in the Company and are entitled to all the rights and privileges of the Club. Intermediate Membership C is restricted to individuals having reached the age of 35 years and will continue until their 40 th birthday.

(v)

Youth Membership

Members in this category are not required to own any shares in the Company Youth Membership is restricted to young persons between 18 and 20 years of age on 1st January in any year.

A youth member is ineligible to vote in any election of the Club or to hold office in the Club, unless he or she is a shareholding member of the Club. Other rights and privileges available to a member of the Club under these Rules shall be available to a youth member.

(vi)

Junior Membership

Members in this category are not required to own any shares in the Company. Junior Membership is restricted to boys and girls between the ages of 10 and 17 years on 1st January in any year or as may be determined by the Board of Directors from time to time.

Junior members may:

•   

Not vote in any election of the Club or hold office in the Club unless he or she is a shareholding member of the Club

•   

Not sign in visitors to the Club.

(3)   

Not participate in any sweepstake.

(4)   

Play in organised competitions as authorised in the Junior Regulations.

(5)   

Only play on the Course at such times and subject to such conditions as are published in the byelaws.

(6)   

Use such part of parts of the Clubhouse at such times and subject to such conditions as may be determined by the Board of Directors from time to time.

(vii)

Retired Membership

Retired membership will be available to those members who can no longer play golf and have been Members of Eaton Golf Club/Eaton Golf Club Limited for at least 10 years. They will be required to hold at least one share.

(viii)

Honorary Membership

Honorary Membership will be granted by the Board of Directors with the approval of the members in General Meeting only in special circumstances to those who have given exceptional service to the Club. Honorary members will not be entitled to vote unless they are shareholders.

(ix)

Transitional Membership

A limited number of transitional memberships may be granted, at the discretion of the Board, to those approved for membership where shares are not at that time available for transfer. Such members will be required to lodge with the Company, an amount equal to that required for the purchase of the share(s) at the price applying at that time, until such time as shares are available for allocation.

8.

PROPOSAL OF CANDIDATES FOR MEMBERSHIP.

Candidates for membership must be proposed by one member of the Club and the proposal seconded by another member not related to the proposer. The name and address of every candidate for membership together with the names of his proposer and seconder shall, for a period of fourteen days before such candidate is elected, be posted in the Clubhouse to enable members to express their comments to the Membership Committee.

The proposing and seconding members must know the candidate personally, and have been shareholding members of the Club for not less than one year. The proposer and seconder are expected to ensure that the new member of the Club is fully aware of the etiquette, rules and byelaws of the Club, both on and off the Course.

Candidates who are unable to provide sponsors in the normal way, will be required to provide letters of introduction and recommendation from their present or most recent Club.

9.

ELECTION OF CANDIDATES TO MEMBERSHIP.

The election of members shall be in the hands of the Board of Directors assisted by a Membership Committee elected in accordance with Rule 14(b).

To become a member a person must have been elected in accordance with the above clause and shall have   complied with the Articles of Association of the Company in respect of share ownership as required under Rule 7.

The member is thereupon deemed to be bound by the Rules and all Bye-Laws made in accordance therewith.

10.

TEMPORARY MEMBERSHIP.

(a)

Visiting players may be admitted as temporary members of the Club on payment in advance of such Green Fees as shall be fixed by the Board of Directors, and such membership shall only be for the period of the Green Fee paid.

(b)

Temporary members shall be admitted to such privileges of the Club as may from time to time be determined by the Board of Directors and the sale of intoxicating liquor to such temporary members by or on behalf of the Club for consumption on the premises shall be permitted. The names of such visitors shall be entered in the book kept for that purpose.

(c)

The Board of Directors may impose limitations on the number of temporary members admitted under this rule and may make Regulations as to the times of play on the Golf Course.

(d)

Any member of another club playing in a match against the Club shall be a temporary member of the Club for the day on which the match shall be played without payment of any Green Fee.

(e)

Those entitled to attend functions on the Club premises and accompanied guests of members shall for the duration of their visit have the privileges of temporary non-playing members.

(f)

Subject to any restrictions which may from time to time be imposed by the Board of Directors, personal guests of members may be admitted to the Club as temporary members. On the introduction of guests, the introducing member shall forthwith sign, date and enter the names of his or her guests in the book provided for the purpose and remain with them during their time in the clubhouse. Such guests shall be entitled to the use of the Club premises and to purchase intoxicating liquor for consumption on the premises, subject to the compliance with the licensing Rules and Regulations in force at any given time. The Board of Directors may impose limitations on the number of guests introduced and the frequency of introduction of the same guest under this Rule.

(g)

The Board of Directors may authorise the introduction of such additional class of temporary members as may be required or be deemed expedient from time to time.

(h)

The Board at their discretion may cancel any membership held on a temporary basis.

11.

CAPTAIN AND LADY CAPTAIN .

(a)

The Captain and Lady Captain shall be chosen by a Committee of the respective Past Captains.

(b)

The Captain and Lady Captain shall serve for one year from January 1st to December 31st.

12.

THE BOARD OF DIRECTORS.

(a)

The Board of Directors shall be eight (8) in number and appointed in accordance with the Articles of Association or such number as the Board of Directors shall appoint subject to ratification by the members at an Annual General Meeting.

Board meetings will be held at not more than two monthly intervals (unless circumstances beyond the control of the Board prevent it), and the quorum will be not less than five (5) of the members entitled to vote.

(b)

In addition the Captain and Lady Captain shall be ex officio Directors of the Board during their year of office but for the avoidance of doubt such appointment shall not carry voting rights.

(c)

In accordance with the Articles of Association one third of the Directors will retire each year. The Articles provide that the Directors may only be re-elected on one occasion and therefore serve consecutively only for a period of six (6) years.

(d)

There shall be a ballot for the election of Directors at the Annual General Meeting.

(e)

The names of candidates for appointment as Director together with the name of their proposers shall be displayed on the Club notice board at least fourteen (14) days before the ballot.

(f)

There shall be two tellers appointed by the Board of Directors. The successful candidates will be announced at the Annual General Meeting in alphabetical order. Number of votes shall not be divulged.

(g)

In the event of two or more candidates receiving the same number of votes in an election for the final vacancy, there will be a further ballot (or ballots if a tie still results) between those candidates using the same voting procedures and carried out at the same Annual General Meeting until only the previously stated number of Directors is reached.

13.

ADMINISTRATION

(a)

The Board of Directors shall appoint a Club Secretary/Manager to administer the affairs of the Club.

(b)

The duties of the Club Secretary/Manager will be as set out in their letter of appointment/job description as determined by the Board of Directors.

(c)

The Board of Directors together with the Club Secretary/Manager may appoint paid staff necessary for the efficient running of the Club.

14.

MANAGEMENT

(a)

Management of the Company is vested in the Board of Directors as outlined in the Articles of Association.

(b)

There shall be the following Committees:

(i)   Course     (iv)   Ladies'

(ii)   House     (v)   Membership

(iii)   Men's Golf   (vi)   Mixed Golf

The Board of Directors shall determine additional committees for such purposes and with such powers as may be necessary to run the Company. With the exception of the Ladies Committee (see Rule 31) the number of members serving on the committees shall be determined by the Board of Directors, but shall be subject to a minimum of three (3). With the exception of the Mens, Ladies and Mixed Golf Committee, a minimum of one (1) member of the Board of Directors will be appointed to each committee.

(c)

Committee members shall be elected for a period of three (3) years unless otherwise determined by the Board of Directors. One third of the members shall retire each year. Members may only serve for a maximum of six (6) years before having to retire for at least one (1) year.

(d)

The procedure for electing members of committees shall be the same as that for Directors as detailed in 12 (d), (e), (f) and (g) above.

(e)

Each committee will appoint a Chairman, who will have the casting vote. The Captain and Lady Captain will however, chair their respective committees. A Director of the Board will chair the Course committee.

(f)

Meetings will be held at not more than two monthly intervals (unless circumstances beyond the control of the committee prevent it), and each committee shall have a quorum of not less than three (3) members entitled to vote.

(g)

Each committee will appoint a Secretary who will be responsible for keeping proper minutes of all meetings and providing a copy of such to the Club Secretary/Manager, for Club records.

(h)

On any committee, only elected members and Directors are entitled to vote, except for the Mens committee where the Captain will be entitled to vote, the Ladies committee where the Lady Captain will be entitled to vote and the Mixed Golf Committee where the Vice Captain and the Lady Vice Captain will be entitled to vote.

(i)

Each committee shall have the power to co-opt an additional member or members to fill a temporary non-voting vacancy until the next Annual General Meeting. In addition, each committee will have the power to co-opt non-voting members at any time.

15.

GENERAL MEETINGS

(a)

Annual General Meetings ("A.G.M.") will be called in accordance with the Articles of Association and the Companies Act but generally this will be as follows:

(i)

An Annual General Meeting will be held each year with not more than fifteen (15) months between one A.G.M. and the next. Twenty one (21) days notice will be given.

(ii)

A notice of motion must be submitted in writing fourteen (14) days before   the Annual General Meeting. If approved by the Directors it will be included in the agenda and posted on the Club notice board seven (7) days prior to the meeting. Approval of the Directors will not be required for any notice of motion signed by twenty-five (25) or more members.

(iii)

Items raised under "Any other business" may be raised for discussion only. No resolutions may be passed on such matters but such matters may if agreed   be passed to the next Annual General Meeting or an Extraordinary General Meeting properly called.

(iv)

A quorum will be twenty five (25) members entitled to vote.

(b)

Extraordinary General Meetings may be called by the Board of Directors or if required by shareholders holding ten per cent of the issued share capital.

16.

SUBSCRIPTIONS

(a)

The Board of Directors shall determine on or before 1st November each year the annual fees in respect of each category of membership of the Club in the following year. The Directors shall provide members with a summary of the income and expenditure budget from which such annual fees have been calculated.

(b)

Annual subscriptions shall be due and payable on 1st January in each year.

(c)

On 1st January in each year the Club Secretary/Manager shall post on the Club notice board a notice stating that subscriptions expiring 31st December next are due. The   Board of Directors may terminate the membership of any person who fails to pay his subscription on or before 31st January in any year.

(d)

Persons elected to membership during the year shall pay to the Company the appropriate proportion of the annual subscription.

17.

JOINING FEES.

The Board of Directors may with the approval of the members in General Meeting determine with effect from a specific date that new members joining the Club shall be charged an initial joining fee in addition to the annual subscription under Rule 16.

18.

RESIGNATION OF A MEMBER

(a)

A member desiring to resign his or her membership will give notice in writing to that effect to the Club Secretary/Manager at any time not later than 31 st December in any calendar year and if he or she does so he or she shall cease to be a member at the end of that year. A member who does not in any year give notice of resignation in accordance with this Rule shall be liable to pay the annual subscription for the following year.

(b)

A member who has resigned shall give notice to the Company in writing in accordance with the Regulations laid down in the Articles of Association.

19.

GAMING.

Save for the provision of gaming machines or other games or lotteries permitted by law and approved by the Board of Directors the clubhouse shall not be used for gambling or the playing of any games of chance and any alleged breach of this rule shall be dealt with under Rule 20 below.

20.

CONDUCT OF MEMBERS AND EXPULSION .

(a)

If the Board of Directors is of the opinion that there has been a breach by a member of the Club of any of these Rules or conduct on the part of a member of the Club, either in the Club house or elsewhere, such as might endanger the reputation, character, interest or good order of the Club, or might offend its members, or if the conduct of any member of the Club is the subject of a written complaint to the Secretary signed by another member of the Club, it shall be the duty of the Secretary to prepare a report in accordance with the Disciplinary Guidelines available in the Secretary's office.

(b)

On receipt of the Secretary's report, the Board will decide whether there is a prima facie case for a disciplinary hearing. If they do not, the member will be advised in writing within 24 hours, and there will be no further action.

(c)

If the Board decides that there is a case to answer, then the Secretary shall in accordance with the Disciplinary Guidelines, convene a meeting of the Disciplinary Committee which will consider the matter.

(d)

The member will be informed in writing at his address of the date set for the disciplinary hearing and the allegations made against him (the member will be provided with a minimum of 14 days notice of the hearing). The member may attend the meeting and make representations or may choose to make representations in writing. In the event that the member fails to make representations to the hearing this will be construed by the Disciplinary Committee as an intention of the member not to make representations and the Disciplinary Committee will be entitled to rule as they think fit.

(e)

If the Disciplinary Committee decides that there is no case to answer, then the member will be advised in writing as above. If, however, the Disciplinary Committee decides that the member should have his/her membership suspended or terminated, then the member will be advised in writing. The member will then have the right of appeal within 14 days.

(f)

In accordance with the Disciplinary Guidelines, the Appeals committee will then decide whether the original decision of the Disciplinary Committee will be upheld. If they do not, then the member will be advised in writing as above.

(g)

If, however, the original decision is upheld, and a membership is terminated or suspended, the member shall have the right within 2 calendar months of the expulsion or suspension to lodge an appeal in writing with the Secretary, whereupon the Board of Directors shall call an Extraordinary General Meeting, to be held within thirty days of the lodging of the appeal, to consider a resolution to confirm the expulsion or suspension. The member so suspended or expelled may be present at the Meeting, and may address the Meeting personally, or may invite a representative to address the Meeting on his behalf on the subject of the appeal. Such Meeting shall be conducted in accordance with the relevant provisions of Rule 15, save that the voting shall be by ballot. If the Resolution is passed by not less than two-thirds of the members present and entitled to vote and voting, the expulsion/suspension shall be confirmed. Otherwise, the expulsion/ suspension shall be rescinded forthwith upon payment of any outstanding subscription.

21.

FORFEITURE OF RIGHTS ON CESSATION OF MEMBERSHIP.

Any member expelled in accordance with the rules or otherwise ceasing to be a member of the Club shall forfeit all such rights to or claim upon the Club or its property or funds, as he otherwise would have by reason of his membership. He shall not be entitled to any return of subscription and shall remain liable for any subscription or other fees outstanding at that time. He shall also be required to transfer his shares as set out in Article 14 of the Articles of Association.

22.

RULES OF THE GAME .

The Rules of the Game shall be those for the time being approved by the Royal and Ancient Golf Club of St. Andrews and any local rules within the meaning of that expression in the Rules of Golf except insofar as such rules may be modified by Bye-Laws of the Club.

23.

ALCOHOLIC LIQUOR .

The purchase of intoxicating liquor for supply by the Club shall be in the absolute discretion of the House Committee as set out under Rule 14 (b) above. All members shall comply with the conditions of the Justices Licence granted to the Licensees acting on behalf of the Company which Licence shall be available for inspection on the Club premises.

24

PAYMENT OF EXPENSES .

Members are required to pay all expenses they incur on their own behalf or for guests in the Clubhouse or on the Course on the day such expenses are incurred before they leave the Club premises.

25

CLUB PROPERTY.

No member shall take away or permit to be taken away from the Clubhouse under any pretence whatever or injure or destroy any property of the Club.

26

COMPLAINTS.

All complaints shall be made to the Club Secretary/Manager and put in writing if so required. If he should be unable to deal with them he shall submit them to the appropriate sub-committee dealing with complaints whose decision shall be final. In no instance shall any Club staff be reprimanded directly by a member.

27

ADDRESSES OF MEMBERS AND NOTICES.

Each member shall inform the Club Secretary/Manager of any change of address and any notices required by the Rules and by the Bye-laws to be given to members may be given by pre-paid letter addressed to a member at the last address which he or she has furnished to the Club Secretary/Manager and shall be deemed to have been delivered in the due course of post.

28

CLUB HOUSE

The Clubhouse and the Golf Course shall be open during the hours defined by the Board of Directors from time to time and such times and dates shall be posted on the notice board in the Clubhouse.

29

RESPONSIBILITY FOR PROPERTY ETC.

The personal belongings of members shall not be left in the Clubhouse other than in lockers provided and any such articles left in the Clubhouse or on the Club premises will be at the owners' sole risk and the Board of Directors will not be responsible for any loss or damage thereto however caused. Any valuables deposited with the Steward will be at the owners' risk.

30

CONDUCT OF MEMBERS .

Neither the Club, nor the Company through the Board of Directors shall be responsible for any damage, injury or loss caused by the acts or omissions of any member or visitor. Any such member or visitor shall indemnify the Club and the Company against liability for such damage, injury or loss including such damage injury loss how-so-ever and where-so-ever caused.

31.

LADY MEMBERS - SPECIAL RULES .

(a)

All the Rules concerning the entire club membership apply in their entirety to the ladies.

(b)

The Ladies' Committee shall consist of the Lady Captain, the Lady Hon. Secretary, the Lady Hon. Treasurer, the Lady Handicap Secretary and such other members as per rule 14 (b) and (i)

(c)

The Ladies' Committee shall be responsible for the organisation and running of the Ladies' Section and shall arrange Ladies' matches and competitions. Before dates for these matches and competitions are published the Ladies' Committee shall liaise with the committee arranging the main fixtures list. All Ladies' competitions shall be run in accordance with the Rules of the Ladies' Golf Union.

32

INSURANCE

It is a condition of membership that all members must be insured against Third Party liability.

33

BYE-LAWS

The Board of Directors may from time to time make, vary and revoke Bye-Laws (not being inconsistent with the Rules or any subsequent revision or subsequent enactment or legislation relating thereto) for the regulation of the internal affairs of the Club, including play upon the Golf Course and the conduct of members, and until revoked, all Bye-Laws shall be binding on the members.

34

ALTERATION OF RULES

These Rules maybe revoked, added to or altered by a majority comprising two thirds or more of members present and entitled to vote at any General Meeting of the Club of which notice has been duly given under Rule 15 specifying the intention to propose the revocation, addition or alteration, together with full particulars thereof.

35

POSTING OF NOTICES.

No notice of any kind may be placed in the Clubhouse except on the authority of the Board of Directors or by the authority of committees in the case of notices relating to matters under the charge of those committees.

36

APPROVAL OF ACCOUNTS BY MEMBERS

The Club accounts shall be presented at the Annual General Meeting of the shareholders each year.

  The contents and presentation of the accounts shall be in the form currently required by the Companies Act 1985 (or any subsequent revision).

37

OPERATIVE DATE

These amended rules shall take effect from 27th March 2006