Amendment 20th January 2016

(Amended 20^th January 2016)

1. NAME OF CLUB

The name of the Club is:CHA – AM GOLF CLUB

The Club is located in Cha-Am, Phetchaburi, THAILAND.

The Club is an independent legal entity with no affiliation to any central entity.

2. DEFINITIONS

"General Meeting" is the meeting convened under Section 15 to which all Members are invited.

"Committee Meeting" means a meeting referred to in Section 14

"Committee Member" means person referred to in Section 10

"Member" means member of the Club;

"Poll" means voting conducted in written form (as opposed to a show of hands);

"Proxy vote" is a written instruction from an absent Member stating how that Member

wishes to vote or giving another Member the authority to vote on their behalf.

"Special General Meeting" means a General Meeting other than the Annual General Meeting;

"Special Resolution" means a resolution passed by a majority of not less than two thirds

of the Members of the Club who are entitled under the rules of the Club to vote in person

or by proxy at a General Meeting.

"The Club" means the Club referred to in Section 1;

"The Committee" means the Management Committee of the Club referred to in Section 10;

"The President" means the President referred to in Section 12;

"The Captain" means the Captain referred to in Section 12;

"The Secretary" means the Secretary referred to in Section 12;

"The Treasurer" means the Treasurer referred to in Section 12.

3. PURPOSE OF THE CLUB

• To strengthen the golf community in the Cha - Am region.
• To encourage and facilitate participation in Club activities by anyone who is interested in the game of golf regardless of their skill level or experience.
• To establish contact with the golf courses in the Cha Am region in order to negotiate reasonable economic conditions for playing on these golf courses as well as other possible benefits.
• To enhance Members' understanding of the Rules of Golf and golf etiquette.
• In accordance with the wishes and needs of Members, to organise training sessions, golf competitions and social events.
• To ensure that a financial surplus results in the sponsoring of events for the benefit of the members.
• To ensure that the property and income of the Club is applied solely towards the promotion of the purpose of the Club and no part of that property or income is paid or otherwise distributed, directly or indirectly, to Members, except in the promotion and purpose of the Club.

4. POWERS OF THE CLUB

• The Club may do all things necessary or convenient for carrying out the purposes, and in particular, may:
• Acquire, hold, deal with, and dispose of any real or personal property; open and operate bank accounts; enter into any other contract it considers necessary or desirable; and
• Accept and hold real and personal property upon trust.
• The Club's financial year is from December 1^st until November 30^th.

5. POLICY AND PROCEDURES

The Club shall maintain a Policy and Procedures Document which describes how golfing events and other activities are conducted by the Club. The document also describes the Club's expectations of the Management Committee and ordinary Members. The document cannot override the Constitution or the Rules of Golf. The document can be amended at any time by a majority decision of the Management Committee.

6. QUALIFICATIONS FOR MEMBERSHIP

Membership of the Club is open to anyone regardless of skill level, gender, age, religion or nationality who is willing to abide by the Club Constitution and the Policy and Procedures. All Memberships are for one year's duration.

Applications must be in writing and signed by both the applicant and a Committee Member. In special circumstances the Management Committee may reject an application if the applicant is considered unsuitable. If the applicant has previous Golf Club Memberships and/or handicaps this must be declared by applicants.

6.1 VIP Membership

A Member may, for distinguished service to the Club, be declared by the Management Committee to be a VIP Member.This will be noted on the Members Register. A VIP Member is not required to pay Membership fees but must pay competition and green fees.

6.2 Register of Members

The Secretary must keep and maintain an up to date register of the Members of the Club including their local location/address, phone numbers and email address.

7 MEMBERSHIP FEES

The annual Membership Fee is THB 1,000. The fee can be altered at a General Meeting. The fee is payable on joining or renewing Membership. A person exercises all the rights and obligations of a Member if his or her Membership Fee is paid on or before the relevant date or such other time as the Committee allows.

7.1 NOMINATION FEES

A new Member; or previous Member who has been unfinancial for a period exceeding one year, is required to pay a nomination fee of THB 500.- in addition to the Membership Fee.

8. TERMINATION OF MEMBERSHIP

Membership of the Club may be terminated upon-

(a) Receipt by the Secretary or another Committee Member of a notice in writing from a Member of his or her resignation from the Club.

(b) Non-payment by a Member of his or her Membership Fee when required unless the Committee decides otherwise;

(c) Expulsion of a Member in accordance with Section 9.

9. SUSPENSION OR EXPULSION OF MEMBERS

If the Committee considers that a Member should be suspended or expelled from membership of the Club because his or her conduct is detrimental to the interests of the Club, the Committee must communicate, either orally or in writing, to the Member-

(a) Notice of the proposed suspension or expulsion and of the time, date and place of the Committee Meeting at which the question of that suspension or expulsion will be decided; and

(b) Particulars of that conduct, not less than 21 days before the date of the Committee Meeting

(c) At the Committee Meeting the Committee may, having afforded the Member concerned a reasonable opportunity to be heard by, or to make representations in writing to the Committee, suspend or expel or decline to suspend or expel that Member from membership of the Club and must, forthwith after deciding whether or not to suspend or expel that Member, communicate that decision in writing to that Member.

A Member who is suspended or expelled must, if he or she wishes to appeal against that suspension or expulsion, give notice to the Secretary of his or her intention to do so within a period of 14 days. The appeal must be heard and considered by Members at a General Meeting convened to consider the appeal. The decision of the General Meeting is the final determination of the suspension or expulsion. The Member must be given a reasonable opportunity to be heard by, or to make representations in writing to, the Club in the General Meeting.

A person whose Membership is suspended or who is expelled is ineligible to participate in any Club event including as a visitor.

9.1 Immediate Suspension

In exceptional circumstances a Member may be suspended immediately. If all the Committee Members present at the time of the incident (at least 3) consider that a Member's behaviour is serious enough to cause significant detriment to the Club or to particular Members of the Club, suspension can apply without delay.

This decision must be communicated to the Member as soon as practically possible and then the process described in this Section implemented. An immediate suspension particularly relates to incidents of abusive, violent or illegal behaviour.

10. MANAGEMENT COMMITTEE

10.1 The affairs of the Club will be managed exclusively by Members forming a Management Committee consisting of-

(a) A President;

(b) A Captain;

(c) A Secretary

(d) A Treasurer; and

(e) One (1) other Member.

10.2 Committee members must be elected at an Annual General Meeting or if more than one vacancy occurs prior to the Annual General Meeting a Member may be appointed by the Committee until the next Annual General Meeting.

An elected Committee member's term will be from his or her election at an Annual General Meeting for a period of two years. All Committee Members are eligible for re-election to membership of the Management Committee.

A Member is first appointed as a Committee Member.The positions described in this Section are then elected at a Committee Meeting from those appointed Committee Members.

A person is not eligible for election to membership of the Management Committee unless a Member has nominated him or her for election by delivering notice in writing of that nominationto the Secretary not less than 14 days before the day on which the Annual General Meeting concerned is to be held. The notice is signed by-

(a) The nominator; and

(b) The nominee to signify his or her willingness to stand for election,

10.3 A person who is eligible for election or re-election under this rule may -

(a) Propose or second himself or herself for election or re-election; and

(b) Vote for himself or herself.

10.4 If the number of persons nominated for election to membership of the Management Committee does not exceed the number of vacancies to be filled-

(a) The Secretary must report accordingly to the Chairman and

(b) The Chairperson must declare those persons to be duly elected.

10.5 If vacancies remain on the Management Committee after nominations are considered additional nominations with a seconder may be accepted from the floor of the Annual General Meeting.

If such nominations from the floor do not exceed the number of vacancies the Chairperson must declare those persons to be duly elected as members of the Management Committee. Where the number of nominations from the floor exceeds the remaining number of vacancies on the Management Committee, elections for those positions must be conducted.

If a vacancy remains on the Management Committee after all nominations are considered at the Annual General Meeting the Committee may appoint a Member at a later date to fill that vacancy until the next Annual General Meeting.

11. SUBCOMMITTEES

The Committee may delegate to subcommittees the exercise of such functions of the Committee as are specified in the delegation. The Committee may revoke any delegation at any time.

Subcommittees are convened by a Committee Member and consist of other Members considered to be suitable by the Committee. Subcommittee activities must be reported to Committee Meetings as required.

Subcommittees may be formed for short term requirements or be standing for an indeterminate period.

Standing subcommittees will include the Event Committee (convened by the Captain) and the Sponsors Committee (convened by the Treasurer).

Subcommittees may seek the assistance of non-Members when required.

12 MANAGEMENT COMMITTEERESPONSIBILITIES

The positions described in Section 10 are elected at a Committee Meeting from appointed Committee Members. Detailed responsibilities and duties of Members of the Management Committee will be described in the Club's Policy and Procedures Document. That description will not override the following responsibilities:

12.1 The President

The President is responsible for the overall good management of the Club in accordance with the Constitution, Club Purpose (Section 3) and Club Policy and Procedures. This includes convening and Chairing meetings, introducing policy direction and speaking on behalf of the Club as required.

12.2 The Captain

The Captain is responsible for managing or delegating the management of golfing events and convening the Event Committee. This includes managing a calendar of events, issues related to the Rules of Golf and player's etiquette. The position ensures that the results of golfing competitions are compiled and announcements about those results are made.

12.3 The Treasurer

The Treasurer is responsible for the management of the Club's finances including Membership fees, event payments and asset control. The position must provide receipts, financial statements and reports, budget presentations and other financial details required by the Management Committee and the Club Auditor. The Treasurer controls bank accounts in accordance with the Management Committee's requirements. The Treasurer convenes the Sponsors Committee.

12.4 The Secretary

The Secretary is responsible for communications between the Management Committee and others including Members. This includes the management of correspondence to and from the Club, invitations to Members and other notices to Members as required by the Management Committee. The Secretary compiles and distributes the minutes of meetings and maintains a Member's Register. The Secretary also maintains the Club's website.

13 CASUAL VACANCIES IN THE MANAGEMENT COMMITTEE

A casual vacancy occurs and a Management Committee position becomes vacant if a Committee Member-

(a) Dies;

(b) Resigns by notice to the President or, if the Committee member is the President, to the Captain;

(c) Is permanently incapacitated by mental or physical ill-health

(d) Is absent without tendering prior notice or an apology to the person presiding at each of those Committee meetings from more than-

(i) 3 consecutive Committee meetings; or

(ii) 3 Committee meetings in the same financial year

(e) Ceases to be a Member of the Club; or

(f) Is the subject of a resolution passed by a General Meeting of Members terminating his or her appointment as a Committee Member.

14. PROCEEDINGS OF MANAGEMENT COMMITTEE MEETINGS

The Committee must meet together for the dispatch of business not less than ten times in each year. ThePresident, or at least half the members of the Committee, may at any time convene a meeting of the Committee.

The President assumes the role of Chairperson and presides at all General Meetings and Management Committee Meetings.If the President is absent from the meeting the Captain assumes the Chair. If both the President and Captain are absent a Committee Member elected assumes the Chair.

Each Committee Member has a deliberative vote. A question arising at a Committee meeting must be decided by a majority of votes. If there is no majority, the person presiding at the Committee Meeting will have a casting vote in addition to his or her deliberative vote.

At a Committee Meeting four (4) Committee Members constitute a quorum.The procedure and order of business to be followed at a Committee Meeting must be determined by the Committee Members present at the meeting.

14.1 A Committee Member having any direct or indirect pecuniary interest in a contract, or proposed contract, made by, or in the contemplation of, the Committee must:

as soon as he or she becomes aware of that interest, disclose the nature and extent of his or her interest to the Committee; andnot take part in any vote of the Committee with respect to that contract.

The Secretary must cause every such disclosure made by a Member of the Committee to be recorded in the minutes of the meeting of the Committee at which it is made.

15. GENERAL MEETINGS

15.1 The Management Committee-

(a) May at any time convene a Special General Meeting;

(b) Must convene an Annual General Meeting in January each year and

(c) Must, within 30 days of receiving a request in writing to do so from not less than 25% of financial members, convene a Special General Meeting for the purpose specified in that request.

The Members making a request must state in that request the purpose for which the Special General Meeting concerned is required; and sign that request.

15.2 The Secretary must give to all Members notice of a General Meeting within 7 days of the request specifying-

(a) When and where the General Meeting concerned is to be held; and

(b) Particulars of the business to be transacted at the General Meeting concerned and of the order in which that business is to be transacted.

(c) The meeting must take place within 21 days of the notification.

15.3 The Secretary must give to all members not less than 30 days' notice of an Annual General Meeting specifying

(a) When and where the Annual General Meeting is to be held;

(b) An agenda for the Meeting as follows-

(i) Recognition of a quorum

(ii) Election of vote counters

(iii) Adoption of agenda

(iv) Consideration of the accounts and reports of the Committee;

(v) Any business or proposals requiring consideration by the Club at the General Meeting.

(vi) Election of Committee members to replace outgoing Committee members; and

(vii) Election of two auditors if required

15.4 A Special Resolution may be moved at a General Meeting; however the Secretary must give to all Members not less than 21 days' notice of the Special Resolution to be proposed with details of the resolution.

15.5 The Secretary must give a notice by-

Serving it on a member personally; or

Sending it by email to a Member and by;

Posting details on the Club's website.

15.6 Two Auditors are elected at an Annual General Meeting for two years to audit and approve the annual financial accounts. A report is then provided by the Auditors to each Annual General Meeting. If the Auditors cannot be present at the meeting replacement auditors can be appointed by the Auditors.Management Committee Members cannot be appointed as Auditors.

15.7 Proposals for consideration of the Meeting must be provided to the Committee in writing at least 14 days before the Meeting. A revised agenda including all reports and proposals shall be released to Members at least 7 days before the Meeting.

16. QUORUM AND PROCEEDINGS AT GENERAL MEETINGS

At a General Meeting 15% ofMembers present in person constitute a quorum.If within 30 minutes after the time specified for the holding of a General Meeting a quorum is not present, the General Meeting stands adjourned. If possible this should be at the same time on the same day in the following week and to the same venue.

If within 30 minutes of the time appointed for the resumption of an adjourned General Meeting a quorum is not present, the Members who are present in person or by proxy may nevertheless proceed with the business of that General Meeting as if a quorum were present.

The Chairperson may and if so directed by such a General Meeting must adjourn that General Meeting to another place and time.

There must not be transacted at an adjourned General Meeting any business other than business left unfinished or on the agenda at the time when the General Meeting was adjourned.

When a General Meeting is adjourned for a period of 30 days or more, the Secretary must give notice of the adjourned General Meeting as if that General Meeting were a fresh General Meeting.

16.1 At a General Meeting

i. An ordinary resolution put to the vote will be decided by a majority of votes; and

ii A declaration by the Chairperson of a General Meeting that a resolution has been passed as an ordinary resolution at the meetingwill be evidence of that fact unless; during the General Meeting a poll is demanded.

At a General Meeting, a poll may be demanded by the Chairperson or by three or more Members present in person or by proxy and, if so demanded, must be taken in such manner as the Chairperson directs.

If a poll is demanded and taken in respect of an ordinary resolution, a declaration by the Chairperson of the result of the poll is evidence of the matter so declared.A poll demanded must be taken immediately on that demand being made.

iii A Member may have up to 5 proxy votes which must be in writing.

iv At a General Meeting in deciding any matter when there is an even number of votes, the Chairperson will have a casting vote in addition to his or her deliberative vote.

17. MINUTES OF MEETINGS

The Secretary must cause proper minutes of all proceedings of all General Meetings and Management Committee Meetings to be taken then recorded and distributed within 30 days after the holding of each General Meeting or Committee Meeting.

The Chairperson must ensure that the minutes taken of a General Meeting or Management Committee Meeting are checked and correct.

When minutes have been entered until the contrary is proved, they are evidence that-

i The General Meeting or Committee Meeting to which they relate was duly convened and held;

ii All proceedings recorded as having taken place at the meeting did in fact take place at the meeting;

iii All appointments or elections purporting to have been made at the meeting have been validly made.

18. VOTING RIGHTS OF MEMBERS

Each Member present in person or by proxy at a General Meeting is entitled to a deliberative vote.A Member may appoint in writing another Member to be the proxy of the appointing Member and to attend, and vote on their behalf at a General Meeting.

19. INSPECTION OF RECORDS

A Member may at any reasonable time inspect the books, documents, records and securities of the Club.

20. DISTRIBUTION OF SURPLUS PROPERTY ON WINDING UP OF THE CLUB

Dissolution of the Club shall be decided at a General Meeting. Confirmation of dissolution of the Club must be decided by no less than a majority of 80% of the Members present at the meeting. Upon dissolution, any assets of the Club shall be donated to a humanitarian purpose to be decided at the General Meeting.

21. CONSTITUTION AMENDMENTS

21.1 At the 2015 Annual General Meeting, the introduction of a Nomination Fee for new Members and Members who have been unfinancial for a period of at least one year was accepted. This is reflected in Section 7.1 of this amended Constitution.

21.2 At the 2016 Annual General Meeting, a proposal was made and accepted to reduce from six to five the number of Management Committee Members. Section 10.1 (e) is amended to reflect this change by referring to one (1) rather than two (2) Members additional to the four (4) Management Committee positions.