Memorandum of Association

THE COMPANIES ACTS 1985

A Company Limited by Guarantee and not having a Share Capital

MEMORANDUM OF ASSOCIATION OF BABERTON GOLF CLUB LIMITED

1. The name of the Company will be Baberton Golf Club Limited.

2. The Registered Office of the Company will be situated in Scotland.

3. The objects for which the Company is established are:-

(a)  to take over the assets and liabilities of Baberton Golf Club, 55 Baberton Avenue, Juniper Green, Edinburgh (“the Club”); and to carry on the entire activities of the Club including the provision of facilities for the development, encouragement, enjoyment, promotion and sponsorship of sport and recreation and in particular the playing of golf and all associated activities including in particular the promotion and encouragement of junior golf;

(b)  to carry on at any place or places within or outside the United Kingdom (and particularly in the field of golf and other sporting and leisure activities) any one or more of the activities of promoters, advertising contractors, agents and designers, advertising, publicity and marketing specialists, dealers in, agents for or importers or exporters of printed matter, advertising and promotional matters of all kinds whatsoever; to carry on any or all of the activities of organisers, managers, promoters or agents for the advertising of sporting and cultural events, exhibitions, travel and entertainment of all kinds; to act as public relations consultants; to carry on the activities of consulting and activities management, taxation, public relations, insurance, contracting advisers and any similar activity; to buy, sell and generally deal in goods and merchandise used in sporting, recreational and leisure activities; to plan, create and implement programmes including marketing and public relations activities, exhibitions and conferences, media relations, event management, sponsorships and internal communication development; to act as Trustees for funds for individuals or groups of individuals for any purpose; and to enter into contractual agreements and arrangements of all and any kinds with any person, corporation, partnership, firm or association;

(c) to apply for and obtain affiliation to the Scottish Golf Union and Scottish Ladies’ Golf Association through membership of appropriate related bodies or of any organisation or company acting as successors to or in place of the said Scottish Golf Union, Scottish Ladies’ Golf Association or such related bodies.

(d)  to promote any Act of Parliament, order or licence of the Department of Trade and Industry or other authority enabling the Company to carry any of its objects into effect, or for effecting any modification of the Company’s constitution, or for any other purpose which may seem calculated directly or indirectly to promote the Company’s interests; and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company’s interests;

(e)  to carry on any other activity whatever which can in the opinion of the Board of Directors advantageously be carried on in connection with or ancillary to any of the activities of the Company;

(f) to acquire or undertake the whole or any part of the business, goodwill and assets of any person, firm or company carrying on or proposing to carry on any of the activities which the Company is authorised to carry on and as part of the consideration for such acquisition to undertake all or any of the liabilities of such person, firm or company, or to acquire an interest in, amalgamate with, or enter into partnership or into any arrangement for sharing profits, or for co-operation, or for mutual assistance with any such person, firm or company, and to give or accept, by way of consideration for any of the acts or things aforesaid or property acquired, any debentures, debenture stock or securities that may be agreed upon, and to hold and retain, or sell, mortgage and deal with any shares, debentures, debenture stock or securities so received;

(g)  to purchase, take on lease, or by any other means acquire and take options over any property whatever, and any rights or privileges of any kind over or in respect of any property;

(h)  to apply for, register, purchase, or by other means acquire and protect, prolong and renew, whether in the United Kingdom or elsewhere, any patents, patent rights, brevets d’invention, licences, secret processes, trade marks, designs, protections and concessions and to disclaim, alter, modify, use and turn to account and to manufacture under or grant licences or privileges in respect of the same, and to expend money in experimenting upon, testing and improving any patents, inventions or rights which the Company may acquire or propose to acquire;

(i)  to improve, manage, construct, repair, develop, exchange, let on lease or otherwise, mortgage, charge, sell, dispose of, turn to account, grant licences, options, rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Company;

(j)  to invest and deal with the moneys of the Company not immediately required in such manner as may from time to time be determined and to hold or otherwise deal with any investments made;

(k)  to lend and advance money or give credit on any terms and with or without security to any person, firm or company (including without prejudice to the generality of the foregoing any subsidiary of, or any other company associated in any way with, the Company), to enter into guarantees, contracts of indemnity and suretyships of all kinds, to receive money on deposit or loan upon any terms, and to secure or guarantee in any manner and upon any terms the payment of any sum of money or the performance of any obligation by any person, firm or company (including without prejudice to the generality of the foregoing any such subsidiary or associated company as aforesaid);

(l)  to borrow and raise money in any manner and to secure the repayment of any money borrowed, raised or owing by mortgage, charge, standard security, lien or other security upon the whole or any part of the Company’s property or assets (whether present or future), and also by a similar mortgage, charge, standard security, lien or security to secure and guarantee the performance by the Company of any obligation or liability it may undertake or which may become binding on it;

(m)  to draw, make, accept, endorse, discount, negotiate, execute and issue cheques, bills of exchange, promissory notes, bills of lading, warrants, debentures, and other negotiable or transferable instruments;

(n)  to enter into any arrangements with any government or authority (supreme, municipal, local, or otherwise) that may seem conducive to the attainment of the Company’s objects or any of them, and to obtain from any such government or authority any charters, decrees, rights, privileges, and concessions;

(o)  to control, manage, finance, subsidise, co-ordinate or otherwise assist any company or companies in which the Company has a direct or indirect financial interest, to provide secretarial, administrative, technical, commercial and other services and facilities of all kinds for any such company or companies and to make payments by way of subvention or otherwise and any other arrangements which may seem desirable with respect to any activities or operations of or generally with respect to any such company or companies;

(p)  to promote any other company for the purpose of acquiring the whole or any part of the activities or property or undertaking or any of the liabilities of the Company, or of undertaking any activities or operations which may appear likely to assist or benefit the Company or to enhance the value of any property or activities of the Company, and to place or guarantee the placing of, underwrite, subscribe for, or otherwise acquire all or any part of the shares or securities of any such company as aforesaid;

(q)  to sell or otherwise dispose of the whole or any part of the activities or property of the Company, either together or in portions, for such consideration as the Company may think fit, and in particular for shares, debentures, or securities of any company purchasing the same;

(r)  to act as agents or brokers and as trustees for any person, firm or company, and to undertake and perform sub-contracts;

(s)  to remunerate any person, firm or company (not being a Director of the Company) rendering services to the Company either by cash payment or otherwise as may be thought expedient; to give or award pensions, annuities, gratuities and superannuation or other allowances or benefits to persons who are or have been employed by the Company or any company which is a subsidiary of the Company or the predecessors in activities of the Company or of any such subsidiary company and to the wives, widows, children and other relatives and dependents of such persons; to make payments towards insurance; and to set up, establish, support and maintain superannuation and other funds or schemes (whether contributory or non-contributory) for the benefit of any of such persons and of their wives, widows, children and other relatives and dependents; and to set up, establish, support and maintain profit sharing or share purchase schemes for the benefit of any of the employees of the Company or of any such subsidiary company and to lend money to any such employees or to trustees on their behalf to enable any such purchase schemes to be established or maintained;

(t) to pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company, or to contract with any person, firm or company to pay the same;

(u) to support and subscribe to any charitable or public object and to support and subscribe to any institution, society, or club which may be for the benefit of the Company or its Directors or employees, or may be connected with any town or place where the Company carries on activities;

(v) subject to and in accordance with due compliance with the provisions of Sections 155 to 158 (inclusive) of the Companies Act 1985 (“the Act”) (if and so far as such provisions may be applicable), to give, whether directly or indirectly, any kind of financial assistance (as defined in section 152(1)(a) of the Act) for any such purpose as is specified in section 151(1) and/or Section 151(2) of the Act;

(w) to do all or any of the things or matters aforesaid in any part of the world and either as principals, agents, contractors or otherwise, and by or through agents, brokers, sub-contractors or otherwise and either alone or in conjunction with others;

(x) to do all such other things as may be deemed incidental or conducive to the attainment of the Company’s objects or any of them;

AND so that none of the objects set forth in any sub-clause of this Clause will be restrictively construed but the widest interpretation will be given to each such object, and none of such objects will, except where the context expressly so requires, be in any way limited or restricted by reference to or inference from any other object or objects set forth in such sub-clause, or by reference to or inference from the terms of any other sub-clause of this Clause, or by reference to or inference from the name of the Company:

(1) none of the sub-clauses of this Clause and none of the objects therein specified will be deemed subsidiary or ancillary to any of the objects specified in any other such sub-Clause, and the Company will have as full a power to exercise each and every one of the objects specified in each sub-Clause of this Clause as though each such sub-Clause contained the objects of a separate Company;

(2)  the word “company” in this Clause, except where used in reference to the Company, will be deemed to include any partnership or other body of persons, whether incorporated or unincorporated and whether domiciled in the United Kingdom or elsewhere;

(3)  any reference in this Clause to any provision of the Act will be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force.

4. The liability of the Members is limited.

5. Every Member of the Company undertakes to contribute such amount as may be required (not exceeding £1) to the Company’s assets if it should be wound up while he is a Member or within one year after he ceases to be a Member for payment of the Company’s debts and liabilities contracted before he ceases to be a Member and of the costs, charges and expenses of winding up.

6. The Company will a non profit-making company to the effect that the income and property of the Company will be applied solely towards promoting the objects of the Company as set out in this Memorandum and in the Articles of Association and no portion thereof will be paid or transferred, directly or indirectly, to the Members of the Company.

7. In the event of the dissolution of the Company any assets remaining after the satisfaction of all debts and liabilities will not be paid or distributed among the Members of the Company but will be given or transferred to one or more of the following approved sporting or charitable bodies:

(a)  a registered charitable organisation

(b)  another body which is a registered Community Amateur Sports Club

(c)  a sports national governing body for use by it for related community sports.

We, the subscribers to this Memorandum of Association, wish to be formed into a Company pursuant to this Memorandum.

Name and Address of Subscribers

Dated this [ ] day of [ ] Two Thousand and Six. Witness to the above Signatures:

Witness……………………………………… Full Name…………………………………… Address……………………………………… …………………………………………………