BY-LAWS

OF THE LINCOLN PARK GOLF CLUB

AS APPROVED BY THE BOARD

OF DIRECTORS

October 30, 2002

AND RATIFIED BY THE CLUB MEMBERSHIP

December 1, 2002

ARTICLE 1

NAME

Section 1: The name of this Club is the Lincoln Park Golf Club.

ARTICLE 2

OBJECTIVES

Section 1: The object ive s for which this Club is formed are:

(a) To promote camaraderie and furnish pleasure and recreation to its members.

(b) To foster, encourage, promote, advance and create interest in, practice of, and enjoyment of golf;

(c) To organize, promote and direct Golf Tournaments and competitive play on the Lincoln Park Municipal Golf Course (and other courses) and to cooperate with and assist the San Francisco Recreation and Park Commissioners in the development of the course, and to secure such discipline and courtesy in connection therewith as will best harmonize individual and public interests.

(d) To help its members qualify and participate in tournaments of amateur golf associations and other organizations, and;

(e) Generally to do anything and everything necessary, convenient, or useful to carry out the objectives of this Club.

Section 2: This Club will be operated exclusively for the purposes set forth in Section 1 of this Article and no part of Club earnings or assets will inure to the benefit of any private person. Upon dissolution, liquidation or abandonment of the Club, its property will not inure to the benefit of any private person, but only to a similar club or to a fund, foundation or corporation organized for charitable, scientific or other welfare purposes.

Section 3: This Club will operate according to the rules and objectives of the Northern California Golf Association (NCGA) and the United States Golf Association (USGA) of which it is a member. Club members are required to play Club events according to the rules of golf as set forth by the USGA, and to post scores as required by the NCGA whether they play with others or alone.

ARTICLE 3

MEMBERSHIP

Section 1: There will be three classes of members: active regular members, honorary members and associate members.

Section 2: The number of members of this Club will be limited to 200 regular members, and honorary members and associate members in such numbers as may be determined by the Board of Directors. This limit may be increased by a two-thirds vote of the Board.

Section 3: Regular Members. Any person over eighteen years of age may become an active regular member of the Club.

Section 4: Associate Members. Associate membership will be granted to any person nominated by resolution of the Board of Directors in recognition of an outstanding contribution to the Club or an outstanding performance in golf, such as a tournament of national importance. An associate member will be entitled to all privileges of the Club except voting at Club meetings and he will be exempt from all dues and assessments.

Section 5: Honorary Members. The qualifications of honorary membership:

(a) Applicant will have been a member in good standing for 20 years. (Continuous membership is not necessary for purposes of honorary membership.)

(b) Applicant will be retired.

(c) Honorary members will have all the responsibilities, rights, and privileges including voting, and will pay reduced club dues.

These qualifications may be amended from time to time by the Board of Directors.

Section 6: Non-Discrimination. Members will be admitted without consideration of race, religion, color, gender, national origin, age (so long as they are 18 or older), sexual orientation, or disability.

Section 7: Associate members and honorary members will conform to and abide by these By-Laws in every respect and to all rules and regulations now in effect or as amended hereafter.

Section 8: A member may by unanimous vote of the Board of Directors, be expelled from the Club by conducting himself/herself in a manner detrimental to the interests of the Club or any other golf organization or for any breach of the By-Laws or regulations of this Club. At least three days before action is taken on the expulsion of any member, the member will be furnished with a statement of the charges against him/her, and at the same time will be notified of the time and place fixed for the hearing of said charges. The member will have the right to be heard at the hearing. After the hearing, the Board of Directors will privately consider all evidence and arrive at a decision which will be entered in condensed form in the minutes. The decision will be conclusive and final upon said member.

Section 9: A member may by two-thirds vote of the Board of Directors be subject to discipline in the form of suspension for a period of time for unsportsmanlike conduct, cheating, or conduct detrimental to the game or objectives of the Club, according to the disciplinary provisions set forth in

Section 8.

ARTICLE 4

DUES

Section 1: The Dues will be a yearly amount, determined by the Board of Directors necessary to conduct the business of the Club.

Section 2: Dues for a new member will be prorated for any part year.

Section 3: Annual dues may be increased or decreased as follows: The Board of Directors will approve any change, and said decision will be entered into the minutes with a brief summary containing the reason for said change.

Section 4: An initiation fee for membership may be set by the Board of Directors.

ARTICLE 5

MEETINGS

Section 1: There must be one general membership meeting per year, the date to be set by the Board of Directors.

ARTICLE 6

ADMINISTRATION

Section 1: This Club will be governed by a Board of Directors consisting of the President, Vice-President, Secretary, and Treasurer, and the Chairs of Committees, and members appointed to specific tasks by the President.

Section 2: The Board of Directors will meet monthly at such time and place as it may determine.

Section 3: The President may call the Board for a special meeting whenever he deems it necessary or upon request of three members of the Board.

ARTICLE 7

DUTIES OF OFFICERS

Section 1: The Duties of the President are to preside at all meetings of the Club and of the Board of Directors; to appoint all other Board Members and committees; to see that the By-Laws and such rules and regulations as may be adopted are enforced; to call such meetings as are herein provided for to be called by him; and to have general supervision of the affairs of the Club.

Section 2: In the absence of the President, the Vice-President will preside at meetings. If he is also absent, any elected officer of the Club may call the meeting to order and act as temporary chairman.

Section 3: The Secretary will keep the minutes of all meetings of the Club and of the Board of Directors. He will assure the keeping of a record of the names and addresses of all the members of the Club, attend to the giving and serving of all notices, have charge of such books and papers as the Board of Directors may direct and will, in general, perform all of the duties as may be assigned to him by the Board of Directors.

Section 4: The Treasurer will act as the financial agent for the Club for receipt and disbursement of its funds. He will keep and account for all Club funds that come into his hands and will maintain a bank account in the Club's name. All checks, drafts or orders for the payment of any obligations of the Club will be signed by two Board Members who are either Elected Officers or the Tournament Chair .

ARTICLE 8

COMMITTEES AND OTHER BOARD MEMBERS

Section 1: All Board Members beside elected officers will be appointed by the President.

ARTICLE 9

ELIGIBILITY FOR PARTICIPATION IN TOURNAMENTS

Section 1: An established USGA index is customarily required for competition for prizes in Club tournaments. New members without a USGA index may compete in Club events not designated as Major Tournaments with course handicaps assigned by the Club's Handicap Chair.

ARTICLE 10

ELECTION OF OFFICERS

Section 1: The election of officers except the President will take place annually at the end of the year . The election of the President will take place bi-annually at the end of the even numbered year.

(a) In October, the President will solicit nominations of officers for the following year.

(b) Election of officers will take place by vote of the members present at the last membership meeting following a Club event at the end of year. The Club may make available the opportunity to vote by mail to members not expecting to attend that membership meeting

Section 2: No member will be eligible for elected office until he has been a member of the Club in good standing for at least one year.

Section 3: The President will be elected for a term of two years, and will be ineligible for successive terms. All other officers will serve for one year and be eligible for successive terms.

Section 4: If the President leaves the Club or is otherwise unable to fulfill the duties of office, the Vice-President shall succeed to the office. If another Elected Officer leaves the Club or is otherwise unable to fulfill the duties of office, the President shall appoint a Club member to fill his or her unexpired term.

ARTICLE 11

AMENDMENTS

Section 1: These By-Laws may be modified or amended by resolution of the Board of Directors and a majority of the Club members present at a scheduled general membership meeting.

Section 2: The Board resolution will be posted at the Lincoln Park Golf Course clubhouse for thirty days prior to the scheduled meeting.

Section 3: A copy of all approved resolutions amending the By-Laws will be maintained by the Secretary along with the existing By-Laws.