Internal Rules - Section IV

Representational, governing and administrative bodies

ARTICLE 12

REPRESENTATION

LEGAL:

The legal representation of the Club, for acts and transactions of this nature, corresponds to the representative, governing and administrative bodies of the “Los Arqueros Golf and Country Club, S.A.”

SOCIAL FUNCTIONS:

The representation of the Club in social and sporting events, and on the Boards or in the bodies of the Federations of which they are members, may be awarded by the Company’s General Meeting or Governing Board or by the Board of Directors to persons who are members of the Club but are not on the Governing Board.

ARTICLE 13

ADMINISTRATION

The administration of the Club, as it has no separate legal character, is the responsibility of the Company’s Governing Board. However the Board of Directors may delegate these functions to a Finance Committee composed of Shareholder members, either with or without granting them powers to act in dealings with third parties.

ARTICLE 14

COMMITTEES

To ensure the best administration of the Club, the Company’s General Meeting and Board of Directors may create any committees they deem necessary and assign them the relevant authority.

The following committees will be created initially:

ADMISSIONS:

Admissions Committee, composed of five Shareholder members and chaired by
the oldest member, with the youngest member as the secretary. This committee
will be appointed initially by the Company.

COMPETITIONS:

Competitions Committee for golf, composed of a chairman or “course captain”
and the delegates for the categories of handicap, young people and children,
professionals and any others which may be necessary or recommendable
according to the guidelines of the Andalusian Golf Federation. These will be
nominated from among the Shareholder members and elected by them.

SOCIAL:

Comité de Actividades y Relaciones Sociales, para la organización de fiestas,
juegos recreativos y relaciones con otros Clubes, compuesto por tres Miembros
designados por Miembros Accionistas y entre ellos.

DISCIPLINE:

The Club Disciplinary Committee, composed of three members conversant
with legal matters, nominated by Shareholder members from among their
number, who will open any disciplinary proceedings and propose the
appropriate penalties to the Club Board.

Offences will be classified as minor, serious and extremely serious.

Minor:

The following will be considered minor offences: a) carelessness in the use of the
Club’s facilities, equipment and furniture, b) disrespectful behaviour to other Club
members, c) inconsiderate behaviour towards Club staff, d) causing disturbances
and taking part in violent arguments or any other behaviour described as such

in the Disciplinary Regulations of the Royal Spanish Golf Federation or of the

Andalusian Federation.

Serious:

The following will be considered serious offences: a) violation of the by-laws and of these Internal Regulations, b) disrespectful and inconsiderate behaviour towards the Chairman and the other members of the Board of Directors, c) wilful destruction of the Club’s furniture, equipment or property, e) allowing access to the Club to unauthorised persons, f) recurrent or repeated minor offences and g) any other behaviour described as serious in the Disciplinary Regulations of the federations mentioned above.

Very serious:

The following will be considered very serious offences: a) physical or verbal abuse of the Chairman, any of the members of the Board of Directors or any club member or staff, b) the theft of objects or money belonging to the Club or to one of its members, c) recurrent or repeated serious offences and d) any other behaviour described as such in the aforementioned disciplinary regulations.

PENALTIES:

Minor offences will be penalised with a private verbal or written warning or with the suspension of membership rights for a period of no more than fifteen days. Serious offences will be penalised with a public warning or with the suspension of membership rights for a period of between fifteen days and three months, and very serious offences may be penalised with the suspension of membership
rights for between three months and one year or with expulsion.

PROCEDURE:

For the imposition of all these penalties it will be necessary to open written disciplinary proceedings entailing at least the following procedures: a) A list of accusations against the member describing the alleged offence, b) a hearing so that declarations may be made within a period of not less than ten days, and any relevant proof may be presented and c) a reasoned ruling, with an indication of
any possibilities of appeal.

In all cases the decision by the Disciplinary Committee may be appealed before the Board of Directors within a period of fifteen working days.

ARTICLE 15

CLUB BOARD

The Company’s Board of Directors shall create the Club Board, which will function as the Club’s Board of Directors.
This Board shall comprise all the chairmen of the current Committees, plus the Club Manager. The chairman will act as Club President, and will be whoever is chairman of the Company’s Board of Directors, and the Club Secretary will be whoever is the secretary of the Company’s Board of Directors.

This Board will not have legal powers of representation in dealings with third parties, but will represent the Club in social and sporting functions before the Golf Federation and other federations, if this is so agreed.

As the instrument responsible for the management of the Club, its functions and powers will be internal and designed to ensure the best use and enjoyment of the clubhouse and its sports and recreational facilities and the greatest possible degree of harmony between the members.

This will involve the following:

1. It will dictate rules and regulations to be observed by all the members for the use of the facilities and the practice of sports, games and recreation.

2. It will be able to penalise any antisocial behaviour, suspend members’ rights, and even withdraw membership, once the matter has been investigated by the Disciplinary Committee.

3. It can adopt measures pertaining to security and hygiene, and traffic regulations.

4. It can authorise any plans and projects, alterations and improvements agreed by the Board of Directors.

5. Its day-to-day management will be generally aimed at ensuring the smoothest possible operation of the Club and the clubhouse, recreational and sports facilities and an atmosphere of harmonious coexistence between all the members.

ARTICLE 16

CLUB MANAGER

The Board of Directors of the Company “Los Arqueros Golf and Country Club, S.A.” will appoint a full-time paid Club Manager, who will act according to the instructions of and answer directly to the Board of Directors or its Executive Officers.
The Club Manager will have a seat on the Club’s Board of Directors if there is one, and if so, will co-ordinate the relations between the Club and the Company. In order to make this co-ordination as efficient as possible, he or she may suspend
the execution of any resolutions by the Club’s Board of Directors which he or she deems may damage the interests of the Company or the Club, reporting immediately to the Board of Directors so that they may take the appropriate decision.
In addition:
1) The Club Manager will be the immediate supervisor of all the staff providing services in the Club with a work contract, including golf professionals, mastercaddies, etc.
2) The Club Manager will oversee the provision of services by the Club’s contractors, as well as the work of the bar and restaurant employees, golf professionals, etc.
3) The Club Manager will report to the Board of Directors on any repairs and improvements which he or she considers necessary.
4) The Club Manager will collect and safeguard, either in person or through his or her representatives, any cash and cheque deposits which are received in the Club facilities, and will be responsible for supervising the Club’s books and registers mentioned in art. 18.
5) The Club Manager will convene the Club Board, if there is one, in order to adopt all the pertinent agreements, and
6) The Club Manager will be responsible for all the operations of the Committees and the Board of Directors mentioned in arts. 13, 14 and 15 of these by-laws, until such time as all or part of these committees, or the Board itself, are constituted.