STOWE GOLF ASSOCIATION CONSTITUTION AND BY-LAWS

Article I - NAME

The name of this golf club shall be Stowe Golf Association (hereafter referred to as SGA).

Article II - PURPOSE

FIRST: To stimulate interest in golf at the Stowe Country Club (hereafter referred to as SCC) by bringing together a group of golfers desirous of forming a golfing organization.

SECOND: To promote and foster among the members a closer bond and fraternity for their joint and mutual benefit, and to promote and conserve the best interests and true spirit of the game of golf as embodied in its ancient and honorable traditions.

THIRD: To encourage conformance to the USGA Rules of Golf by creating a representative authority.

FOURTH: To maintain a uniform system of handicapping as set forth in the USGA Handicap System and issue USGA Handicap Indexes to the members.

FIFTH: To provide an authoritative body to govern and conduct club competitions.

Article III - MEMBERSHIP

Section 1. All persons that purchase a season pass at SCC are made members of SGA. Membership shall be available to all employees of Stowe Mountain Resort at the then current dues included in the season pass.

Section 2. Memberships in the club are individual and non-transferable (which is associated with the Stowe Country Club, a privately owned and operated golf course).

Section 3. Membership confers no voice in the operation of any golf courses, clubhouses nor any facilities of the courses.

Section 4. Memberships in the club are for a calendar year only, with all memberships expiring on (October 31st).

Section 5. The fiscal year for the club will be (November 1st through October 31st).

Section 6. The Board of Directors may confer honorary memberships upon those whom they feel have contributed to the advancement of golf. The unanimous affirmative vote of the Board shall be required to approve such action.

Section 7. In the event that any member of the club shall commit any act which reflects discredit or disrepute thereon or shall refuse or neglect to comply with the rules and regulations adopted by the Board of Directors or the duly appointed officers, such member shall be subject to suspension or expulsion after (ten days) written notice and the right to be heard, by a vote of two-thirds of the Board of Directors at any regular meeting or special meeting called for such purpose.

Section 11. The annual meeting of the SGA shall be held in the month of September.   The exact date of said meeting will be posted at least 30 days prior to the meeting date.  The Board of Directors shall provide for the holding of such other meetings as may be deemed necessary or desirable, and they shall call special meetings upon written petition signed by not less than (ten percent of the membership).

Section 12. A legal quorum at any meeting shall be 18 (eighteen) members present in person or by proxy. Each active member in good standing shall be entitled to one vote.

Section 13. All membership fees and dues shall be established by the Board of Directors from time to time in such amounts as they deem to be adequate to operate and maintain the club. Members shall be liable for dues until their written resignation has been received and accepted. All monies collected shall accrue to the benefit of the membership.

Article IV - BOARD OF DIRECTORS

Section 1. The Board of Directors shall consist of five members in good standing of the SGA and they shall exercise all powers of management of the club not specifically excepted by these By-Laws. The Board of Directors shall include the General Manager of the golf courses or his nominee.

Section 2. At least five weeks prior to the Annual Meeting, the Board of Directors shall submit to the membership and shall post upon the club bulletin board a list of nominees to fill any vacancies for the term o office beginning on the day of the meeting. Names of other members in good standing may be nominated and submitted to the Board at the Annual Meeting. At least one week prior to the Annual Meeting, a list of all candidates nominated shall be posted on the club bulletin board.

Section 3. Voting shall voice vote and those names receiving the greatest number of votes cast shall be declared to be elected

Section 4. The Board of Directors shall meet at such times and places as they may select and a majority of the Board shall constitute a quorum at any meeting.

Section 5. In the case of any vacancy for whatever reason, the remaining directors, even though less than a quorum, may elect a successor by majority vote to hold office for the unexpired term of the director whose place shall be vacant, and until the election of his successor.

Article V - OFFICERS AND COMMITTEES

Section 1. Within (ten days) after the annual meeting and election, the Board of Directors shall meet and elect the officers.

Section 2. The officers shall consist of president, vice-president, secretary and treasurer, and their duties shall be such as their titles would indicate or such as may be assigned to them respectively from time to time.

Section 3. The Board of Directors shall authorize and define the powers and duties of all committees. Chairmen and members of all committees shall be appointed by the president, and the president shall be an ex-officio member of all committees except the nominating committee.

Section 4. Except as modified by the Board of Directors, all appointed committees shall function as recommended in the USGA Golf Committee Manual. The following committees shall be appointed each year, with such other committees as the president may deem necessary or advisable:

Tournament Committee to arrange and schedule with the management of any golf course as necessary, and conduct all intra-club and inter-club competitions.

Handicap Committee composed primarily of members with the responsibility to establish a fair and proper system of handicaps in accordance with procedures set forth in the USGA Handicap System Manual.

Social Committee to encourage and arrange social entertainment features and events for special occasions.

Article VI - AMENDMENTS TO BY-LAWS

Section 1. The Board of Directors shall have the power to repeal or amend any of these By-Laws provided that such action shall not be effective until approved by a majority vote of the members of SGA at a meeting held in accordance with the provisions contained herein.