1. INTRODUCTION

The Bedwell Park Club is a membership club operating under the control of Hatfield London Country Club Limited (the Company). The Company operates a 36-hole golf course with pitch and putt and provides a service to ordinary members of the golfing public, golf societies, members of the Hatfield London Country Club Member Course and now to members of the Bedwell Park Club as well.

2. BOARD OF DIRECTORS

The Board of Directors shall be those duly authorised to serve as directors of Hatfield London Country Club Limited (the Company).

3. OBJECTS OF THE BEDWELL PARK CLUB

The objects of the Club are to promote the game of golf, to establish, maintain and conduct a golf club for the benefit of its members and to provide facilities for other activities consistent with members of a golf club. This object would be subject to the discretion of the Company given its obligations to safeguard its commercial interests with regard to its clients without the Bedwell Park Club.

4. CATEGORIES OF MEMBERSHIP

The Club shall consist of Full, Five-Day, Individual and Corporate Members and such other categories of Members as the Company shall from time to time, determine. All categories of membership shall be open to either sex. The number of Members of each category and the number of male and female members in each category shall be limited in such manner as the Company shall from time to time determine. The Company at any time may in its discretion define further categories of Membership

5. PRIVILEGES OF MEMBERSHIP

The privileges set out in this section are subject to such conditions and restrictions as may be reasonably imposed by the Company.

Full Members are entitled to use the Clubhouse whenever it is open and to play golf on any day that the course is open subject as always to availability.

Five-Day members are entitled to use the Clubhouse whenever it is open, but to play golf from Monday to Friday inclusive only when the course is open. Five-Day members may only play golf on Saturdays, Sundays as guests or visitors.

6. PRESIDENT AND VICE-PRESIDENTS

The Company has decided that these posts will not be available to the Club.

7. THE CAPTAIN AND THE VICE-CAPTAIN

The Captain and Vice Captain (each of whom must be a Full or Five Day Member) shall be elected annually at the Annual General Meeting to hold office until the next following Annual General Meeting. Every third year, however, the Company shall itself appoint members to the positions of captain and Vice Captain, subject to the written consent of those members.

8. THE COMPANY

The freehold title to the Clubhouse, the Course and surrounding land and buildings belongs to Tokyo Leisure Development Company Limited, (TL), a company incorporated in Japan. Hatfield London Country Club Limited is a wholly owned subsidiary of TL and under the terms of a lease from TL, operates the golf course business at Essendon in Hatfield. Up until October 2002, the company operated two Clubhouses, the Public Course Clubhouse and the Members Course Clubhouse. Following the sale of the Public Course Clubhouse to a property developer, the business now operates out of the Members Clubhouse.

HLCC Ltd has seven directors, three of whom are resident in the U.K. Some 13 years ago, a Japanese corporate Members Club was also established at Essendon and continues to operate from the same Clubhouse.

9. FINANCIAL YEAR

The financial year of the Bedwell Park Club shall be 12 months commencing on 1st April.

10. ENTRANCE FEES AND ANNUAL SUBSCRIPTIONS

Members shall be liable to pay entrance fees and subscriptions which shall be determined from time to time by the Company.

11. CHAIRMAN

The Board of Directors of HLCC Ltd shall appoint the Golf Administrator as Chairman of the Committee.

12. COMMITTEE

There shall be a Committee which shall consist of at least five fee paying members (whether Full or Five Day) and two employees of the Company, namely the ClubHouse Manager (or in his absence his Assistant) and the HeadGreen Keeper (or in his absence, his Deputy). For reasons of practicality, the position of Club & Handicap Secretary will be occupied by the Clubhouse Manager and the position of Greens Secretary will be occupied by the Head Green Keeper. The Professional Golfer will also serve on the Committee as Chairman under the terms of an independent Agreement with the Company.

Notwithstanding, the outcome of any of the Committee’s proceedings, the Company shall have the power of veto in respect of such decisions that the Company may consider contrary to its best commercial interests.

The Committee shall be responsible for:

a) the arrangement of golf competitions and matches and of club social functions, subject ultimately to the powers of the Board of Directors.

b) handicapping of golfing members

c) enforcement of codes of conduct and standards of dress for all Members in the clubhouse and on the course.

d) such other responsibilities as may be delegated to then by the Board of Directors from time to time as agreed by the Committee.

13. COMPOSITION OF THE COMMITTEE

The Committee shall have the following six posts – Captain, Vice Captain, Chairman, Treasurer, Club/Handicap Secretary and Greens Secretary.

14. ELECTION OF THE COMMITTEE

The election of members to the Committee shall take place at the Annual General Meeting in the following manner.

Thirty-five days notice of the forthcoming election shall be given on the Bedwell Park Club notice board in the clubhouse. Such notice shall state the number of vacancies and any nominees of the Board of Directors or of the Committee. In addition to any such nominees any four Members of the Club shall be at liberty to nominate another Member to serve on the Committee, having previously received that person’s consent in writing. The name of each nominated Member shall be sent in writing to the Clubhouse Manager at least twenty-one days before the Annual General Meeting, together with the names of the proposer and the seconder. The list of nominees with their proposer and seconder shall be posted on the Clubhouse notice board in alphabetic order at least 14 days before the Annual General Meeting.

The names of the candidates together with in each case their proposer and seconder shall be circulated to all the Members along with the notice of the Annual General Meeting. If there are more candidates than vacancies then provided that the meeting is attended by 70% in number of the Members on that date, an election may take place at the meeting. If not, the Company reserves the right to make the appointments from the list of nominations.  If there are an insufficient number of nominations to fill the vacancies, then the Company reserves the right to make its own appointments in respect of Members who are willing to serve but for whatever reason have not secured a proposer and/or a seconder.

If in an election, two or more Members receive the same number of votes, the existing Committee Members shall select by ballot from such candidates.

Each year two Committee Members who are Members of the Club shall retire at the Annual General Meeting and shall not be eligible for re-election until the next following year’s Annual General Meeting.

Since the Committee is represented by Members of the Club and by representatives of the Company either as employees or consultants, situations may arise when differences of opinion between those protecting the interests of the Membership and those protecting the wider interests of the Company. Thus, to avoid problems whereby Members’ loyalties could be compromised, members of the same family or partners will not be permitted to serve on the Committee simultaneously.

15. PROCEEDINGS OF THE COMMITTEE

The Committee shall meet for the dispatch of its business and regulate its meetings as it thinks fit. Three Members shall represent a quorum, two of whom must be representatives of the Company. In the event of a tie in a ballot of the Committee members, the Chairman shall have the casting vote, subject as stated elsewhere in these Rules to the power of veto by the Company.

16. REMOVAL OF MEMBERS OF THE COMMITTEE

Any member of the Committee, other than the representatives of the Company, may be removed from office at any time by a resolution of a General Meeting duly convened in accordance with the relevant rule herein, carried by the votes of a majority of not less than two thirds of the members present and entitled to vote.

Those members of the Committee who are representatives of the Committee may only be removed by the Board of Directors and the Committee Chairman may only be removed under the terms of a separate Agreement with that member.

17. BORROWING

The Committee shall not have any powers of borrowing.

18. ELECTION OF THE MEMERS TO THE BEDWELL PARK CLUB

The election of Members shall be vested in the Committee, sitting with at least two Company representatives, and shall have the power to elect or refuse admission without assigning a reason.

A candidate for Five-Day or Full Membership must be proposed by a Member and seconded by another Member of the Club. Both the proposer and the seconder should be personally well acquainted with the candidate and should be responsible for the candidate’s eligibility. The candidate shall complete the Club’s application form which together with the proposer’s letter and the seconder’s letter shall be forwarded to the Club Secretary. The names of all current candidates together with the names of their respective proposers and seconders shall be posted in the Clubhouse at least fourteen days before the meeting of the Committee to consider such applications by way of ballot. However if the Company so directs, the period of 14 days may be reduced to 2 days.

A Member of less than one year shall not be eligible to stand as either a proposer or a seconder and no Member may propose or second on more two occasions in any one-year of the Club, unless as otherwise agreed with the Company.

19. RESIGNING and REJOINING

Any Member wishing to resign membership from the Club, shall give notice in writing to the Club Secretary of his intention to resign at the end of the financial year.

Any such Member having previously resigned in accordance with the above, may re-apply to join by applying directly to the Committee without the need for a proposer or seconder.

20. TRANSFERS

If a Member wishes to transfer from one category of Membership to another, that Member should notify the Club Secretary in writing for inclusion of that Member on the appropriate list in respect of the next financial year.

21. DEATH OF A MEMBER

If a Member dies, a reimbursement on a pro rata basis will be made to that Member’s estate.

22. REMOVAL AND SUSPENSION OF MEMBERS

If any Member shall have:

a) been adjudicated bankrupt or shall either individually or as a partner in a firm have made any composition or arrangement with his or her creditors under the Insolvency Act 1986 or otherwise or have a receiving order made against him or her or execute any deed or document for winding up or carry on his or her business under inspection; or

b) been convicted of a criminal offence; or

c) made any false statement on his or her application form or at an interview for membership; or

d) if the conduct of any Member (either in or out of the Club) shall in the opinion of the Company or the Committee be injurious to the character or interests of the Club or ultimately to the Company.

The Committee shall give notice in writing to the Member of its intention to either expel or suspend that Member and the reasons for doing so.

The Member shall have the right to be heard by the Committee or to make written representations to the Company within ten days after such notice has been given. Upon the expiry of the 10th day, the Committee shall meet to discuss the case of the Member. If the complaint against the Member is upheld, the Committee may expel, or suspend that Member for a period of up to 6 months effective from the date of the decision. The Company reserves the right to review such a decision and if there are other reasons as to why expulsion or suspension may not be appropriate, the Company has the right to overturn such a decision.

If the complaint is not upheld, the Company also reserves the right to review the decision and if in its opinion, there is case to answer, the Company has the right to expel or suspend that member as if the Committee had upheld the complaint in the first instance.

Any Member expelled in accordance with this Rule, or indeed otherwise ceasing to be a Member of the Club, shall forfeit the right to or claim upon the Club or the Company.

An expelled Member shall not be admitted to the Club or Company premises either as a guest or a visitor.

During the period of suspension, a suspended Member shall not be admissible to the Club or Company Premises, the Course or Practice Ground and shall not be entitled to any reimbursement of any fees paid in respect of the period of suspension.

23. GENERAL MEETINGS

All Members shall be entitled to receive notice of and to attend at General Meetings.  The Annual General Meeting shall be held within 2 months of the end of the financial year, at the Clubhouse. Thirty days notice of the Annual General Meeting shall be given on the notice board in the Clubhouse.

24. ALTERATION OF THE RULES

No rule of the Club shall be repealed or altered and no new rule shall be made except by agreement with the Company. The Company, itself, reserves the right to amend these rules from time to time as it sees fit.

25. ADDRESSES

Each Member shall communicate his or her address or that of his agent from time to time by the Club Secretary and all notices sent to such addresses shall be considered as duly delivered.

26. GUESTS

Any Member is entitled to introduce guests to the Clubhouse and grounds, provided the Member accompanies them and discharges any liability incurred by them.

The introduction of guests is subject to the following conditions:

a) payment of the requisite fees.

b) the name of every guest must be entered in the book kept for that purpose, and the entry signed and dated by the Member introducing such guest.

27. DISSOLUTION OF THE CLUB

The Company shall have the right in exceptional circumstances or for reasons beyond its control to dissolve the Club.

28. INTOXICATING LIQUOR

The hours during which intoxicating liquor may be purchased shall from time to time be decided by the Company but in any event shall not exceed the hours permitted by the relevant authority under the Licensing Acts or other applicable law.

29. RULES AND BYELAWS OF THE CLUB

In the proper exercise of its powers the Company shall have the power to make such ByeLaws and Local Rules for the regulation and conduct of the Club as they may from time to time consider necessary. Such ByeLaws shall remain in force unless altered or rescinded by the Company.

All Members shall be bound to submit to the Rules and Bye-Laws of the Club and to such additions thereto and modifications thereof from time to time be made in accordance with the provisions of these Rules and shall accept as final the interpretation thereof and decisions thereon by the Company.

Moreover, if certain circumstances arise which may not covered by these Rules, then all Members will be bound by the Company’s decision on such matters.

30. COMPLAINTS

In no instance shall a Member reprimand anyone employed by or for the Club. Any such complaint by a Member shall in the first instance be made to the Clubhouse Manager or Head Green keeper as appropriate. All other complaints should be addressed in the first instance to the Committee Chairman.

31. MINUTES and ACCOUNTS

The Chairman of the Committee shall be responsible for the keeping of full and correct minutes of all proceedings of the Club.

The Treasurer of the Club shall be required to produce an annual statement of Accounts and Balance Sheet made up to the financial year end. If necessary, such accounts shall be audited by a suitably qualified accountant, prior to being circulated among the Members together with notice of the Annual General Meeting.

32. GENERAL RULES

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

No paper, notice or placard, written or printed, shall be put up in the Clubhouse or grounds without the permission of the Company.

All Members are required to settle every expense they incur in the Club before they leave the Clubhouse.

Other than guide dogs, no dogs shall be brought into the Clubhouse or onto the Course except with the consent of the Company.

No Member shall exploit membership of the Club for business purposes without the consent of the Company.

No Member or guest may bring refreshments to the Club for consumption in the Clubhouse.

33. RULES OF THE GAME

The Rules of the Game of Golf shall be those adopted from time to time by the Royal and Ancient Golf Club of St. Andrew’s subject only to such additions and modifications as the Company may consider necessary to meet the requirements of the Hatfield London Country Club. A list of such additions and modifications which shall take effect as Bye-Laws, shall be posted in the Clubhouse together with a copy of the Rules of Golf as played by the Royal and Ancient Club.