Amended 26 March 1998 BY-LAWS

AMENDED AND RESTATED BY-LAWS

EDINBURGH USA MEN'S GOLF ASSOCIATION

ARTICLE I

NAME/LOCATION SECTION A. - NAME

1. The name of this organization shall be known as the "Edinburgh USA Men's Golf Association", hereafter referred to as the "EMGA".

SECTION B. - LOCATION

1. The primary location of operations shall be the golf facilities of the Edinburgh USA
Golf Club, Brooklyn Park, Minnesota.

2. Offices of the Club shall be located at:

Edinburgh USA Golf Club

8600 Edinbrook Crossing North

Brooklyn Park, Minnesota 55443

ARTICLE II

PURPOSE SECTION A.-PURPOSE

1. To foster and promote good fellowship among the members and to promote the game
of golf.

2. To establish a means to promote competitive golf for all members of
this organization.

3. To be active in established golf associations whose purpose is to promote amateur golf
in the United States and in the State of Minnesota.

4. To cooperate with the Brooklyn Park Parks and Recreation Department and its employees in the maintenance and improvement of the Edinburgh USA Golf Club.

5. To perform the functions of the organization in accordance with the policies and regulations established by the Brooklyn Park Parks and Recreation Department.

ARTICLE III

MEMBERSHIP

SECTION A. - QUALIFICATION AND CLASSIFICATION OF MEMBERS

1. The members of the EMGA shall be male persons who have reached the age of 18
years by the end of the fiscal golf year.

2. Members must purchase a current year Edinburgh USA Golf Club Patron Card.
SECTION B. - MEMBERSHIP LIMIT

1. The total membership of EMGA shall be limited to two hundred-sixty (260) members.

2. The Board of Directors will be allowed to accept non residents as members of the EMGA under the following schedule:

· Annual Memberships will be awarded on the following priority schedule. The Board will continue to add members according to this schedule until they reach 260 members:

o EMGA Members from the previous year have until February 28th to submit their application to secure their membership

o St. Andrews Club (SAC) Members have until March 7^th to submit their application to secure their membership

o Brooklyn Park Residents have until March 15th to submit their application to secure their membership

o Non-Brooklyn Park Residents can fill the remaining roster spots until the EMGA meets their goal of 260 membership

3. All non-resident SAC Members will be ineligible for one year after leaving the SAC unless they either become a resident of Brooklyn Park or receive written permission from the SAC Board of Directors

SECTION C. - INITIATION FEES AND DUES

1. A new member shall be required to pay an initiation fee. The amount of the initiation fee shall be determined by the Board of Directors.

2. The initiation fee may be waived at the discretion of the Board of Directors for members rejoining EMGA.

3. Each member shall pay annual dues. The amount of the annual dues shall be determined by the Board of Directors.

4. All annual dues shall be paid on or before March 1 of the upcoming golf season.

SECTION D. - FAILURE TO PAY ANNUAL DUES

1. Failure by a member to pay annual dues by March 1 of the upcoming golf season shall be construed as a resignation, and membership may be terminated at the discretion of the Board of Directors.

SECTION E. - REINSTATEMENT

1. Upon payment in full of any unpaid annual dues, a former member may be reinstated to membership by the Board of Directors.

SECTION F. - TRANSFER OF MEMBERSHIP

1. Membership in the EMGA is not transferable or assignable.

SECTION G. - MEMBER OBLIGATIONS

1. Each member shall play a minimum of ten (10) 18-hole rounds of golf at
Edinburgh USA Golf Course and shall participate in a minimum of three (3) EMGA
sponsored tournaments during the golf year. A two or more day tournament
shall count as participation in one EMGA sponsored tournament.

2. Failure to comply with the requirements for minimum number of rounds and minimum number of EMGA sponsored tournaments may constitute a basis for termination of membership at the discretion of the Board of Directors.

3. Failure by a member who has signed up for an EMGA sponsored tournament to appear at the tournament, or to notify a tournament committee in a reasonable period of time in advance of the tournament of his intent to cancel play, may constitute a basis for
termination of membership at the discretion of the Board of Directors.

4. Each member shall submit all acceptable scores for handicap posting purposes. Acceptable scores include:

a. When at least 7 holes are played (7-12 holes are posted as a 9-hole score; 13 or more holes are posted as an 18-hole score.)

b. Scores on all courses with a valid Course Rating and Slope Rating.

c. Scores in all forms of competition: match play, stroke play, and team play where each player plays his own ball.

d. Scores made under the Rules of Golf.

e. Scores made in an area observing an active golf season.

SECTION H. - VOTING RIGHTS

1. Each member shall be entitled to one vote upon each item submitted for a vote of the entire membership.

SECTION I. - NEW MEMBERS

1. All applications for membership in EMGA shall be made in writing, upon an Application Form approved by the Board of Directors.

2. Applications for membership shall be considered in the order received. Once membership has been filled pursuant to Article III, Section B, subsequent applications shall be placed on a waiting list in the order received.

3. As vacancies occur in the membership the Board of Directors shall take action on the
applications in the order they appear on the waiting list.

4. It shall be the duty of the Board of Directors to screen prospective new members prior
to acceptance as new members and to accept or reject any person as the Board of Directors, in its sole discretion, determines is in the best interests of EMGA.

5. The prospective member waiting list shall be updated at the beginning of each fiscal
golf year.

SECTION J. - DISCIPLINE

1. The Board of Directors shall have the authority to terminate the membership of any member who fails to fulfill the obligations set forth in Article III, Section G, who willfully violates any provisions of these By-Laws, or any rules or regulations promulgated by the Board of Directors, or who act in such a manner as to endanger the welfare, harmony, or good reputation of the EMGA or any of its members.

2. All complaints against members, Directors, and Officers of the EMGA must be made to
the Secretary of the EMGA in writing.

3. A special meeting of the Board of Directors shall be called to discuss and take action
on alleged misconduct by a member. Notice of the special meeting of the Board shall
be given to the offending member, mailed at least seven (7) days in advance of the
meeting, and shall include a statement of the misconduct of the said member. At the
meeting of the Board, the member shall have an opportunity to be heard in his own
defense. After hearing the said member, the Board may, by the majority of all
members of the Board, reprimand, fine, suspend, or expel the member.

4. The Board of Directors shall be the sole judge of what constitutes improper conduct or conduct likely to endanger the welfare, harmony, or good reputation of the EMGA or its
members, or whether said member was not responsive to his obligations, or what
constitutes willful violation of the provisions of the by-laws, rules and regulations of
the EMGA.

5. Any member suspended or expelled shall receive a prorated refund of dues paid.

ARTICLE IV

MEETINGS

SECTION A. - GENERAL MEMBERSHIP AND SPECIAL MEETINGS

1. The Board of Directors shall hold a general membership meeting each spring prior to the commencement of the annual golf season.

2. The Board of Directors may hold a general membership meeting in the fall following the conclusion of the annual golf season.

3. A special meeting of the membership may be called at any time by the Board of Directors.

4. The Board of Directors shall schedule a special meeting of the membership upon written request of ten percent (10%) or more of the general members of the EMGA.

5. The time and date of general membership and special meetings shall be determined by the Board of Directors.

SECTION B. - NOTICES

1. The Board of Directors shall give notice to each member of the date, time and place of all general membership and special meetings not less than ten (10) days prior to the meeting.

2. Notice may be sent by email to each member who has provided the Board of Directors with a current email address. Notices shall be sent by U.S. Mail to each member who has not provided the Board of Directors with a current email address, or who has directed the Board in writing to provide notices by U.S. Mail.

3. Failure to provide a current email or mailing address to the Board of Directors shall constitute a waiver of the right to receive notices as provided herein.

SECTION C. - MEETINGS OF THE BOARD OF DIRECTORS

1. The Board of Directors shall meet at such time and place as it may in its sole discretion determine necessary.

ARTICLE V

VOTING

SECTION A. - BOARD OF DIRECTORS VOTING

1. A majority of the Board of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

2. The act of a majority of the Directors at which a quorum is present, shall be
the act of the Board of Directors.

SECTION B. - GENERAL MEMBERSHIP VOTING

1. The Board of Directors may authorize members to vote on general business matters electronically or by U.S. Mail.

2. The Board of Directors shall notify members of each matter to be submitted for a general membership vote, the procedure for voting electronically or by U.S. Mail, and shall set forth a voting period of not less than ten (10) days.

3. Notices shall be sent to members in accordance with the provisions of Article IV, Section B.

4. Votes sent electronically or by U.S. Mail must be received by the Board of Directors prior to the expiration of the designated voting period.

5. Voting results shall be posted on the EMGA'S bulletin board and website.

SECTION C. - VOTING AT GENERAL MEMBERSHIP OR SPECIAL MEETINGS

1. Attendance by at least 30% of the general membership shall constitute a quorum and may vote upon any old or new business not previously submitted for a general membership vote in accordance with the provisions of Article V, Section B.

2. The act of a majority of the quorum present at a general or special membership meeting shall be the act of the membership.

ARTICLE VI

AMENDMENT OF BY-LAWS

1. Recommended amendments to the By-Laws must be in written form, approved by the Board of Directors, and submitted to the Secretary. The Secretary shall notify the
membership of the recommended amendments in the next notification of a general or
special meeting.

2. By-Laws may be amended, altered, restated or repealed and new By-Laws may be adopted by two-thirds (2/3) vote of the membership.

ARTICLE VII

DIRECTORS/OFFICERS

SECTION A. - BOARD OF DIRECTORS

1. The Board of Directors shall consist of nine (9) members.

2. A member of the management or appointee of the Brooklyn Park Parks and Recreation
Department may be an ex-officio non-voting member of the Board.

3. The past year President shall be an ex-officio non-voting member of the Board.

SECTION B - ELECTION AND TERM OF OFFICE

1. Three Directors shall be elected annually.

2. A Director's term of office shall be three years.

3. Newly elected Directors shall take office on the first day of the next fiscal golf year
following their election.

4. Directors may not serve consecutive elected terms.

SECTION C. - OFFICERS

1 The officers of the Board of Directors shall be President, Vice President, Treasurer, and Secretary.

2. The Board shall elect its officers at the first Board meeting following the beginning of
the new fiscal golf year.

3. The past year Vice President shall become President at the beginning of
the new fiscal golf year.

4. The Vice President shall be selected from those Directors serving the second year of
their term of office.

5. The Secretary and Treasurer shall be selected from the seven remaining Directors.
SECTION D. - VACANCY

1. Vacancies on the Board shall be filled by the remaining Directors of the Board.

SECTION E. - DUTIES OF OFFICERS AND DIRECTORS

1. President: The President shall preside over all meetings of the EMGA and all meetings of the Board of Directors, and in the general discharge the duties usually pertaining to the office. The President shall have the power to appoint, with the approval of the Board, such committees as may be deemed essential to the proper administration of the
EMGA activities. He shall have the authority to fill all vacancies on the committees and
to remove a member of any committee subject to the approval of the Board. The
President shall have the power to sign all checks, certificates, evidence of
indebtedness, and other instruments executed by the Club.

2. Vice President: The Vice President shall assume the duties and powers of the President
during his absence. The Vice President shall be an ex-officio member of all
committees and serve as the liaison between the Board of Directors and committees.

3. Secretary: The Secretary shall record and maintain complete and accurate minutes of all
Board meetings and meetings of the general membership.

4. Treasurer: The Treasurer shall have custody of all of the money and securities of the
Club and be responsible for the keeping of accurate and complete maintenance of the
financial records. He shall deposit all money received by the Club in such bank or
banks as the Board of Directors may designate. He may sign checks, note and other
evidence of indebtedness, and shall perform all duties pertaining to the office. The
Treasurer will submit at each Board meeting a report of the financial activity occurring
since the last Board meeting and will have available the most current bank statement
for examination by the Board. The Treasurer shall present the annual budget for approval by the Board of Directors. At the end of each calendar year, the Treasurer will prepare an annualized statement of the financial condition of the EMGA for approval by the Board of Directors. The Treasurer shall also maintain an up-to-date roster of the membership.

5. Directors: The Directors shall assist the officers in the management of the EMGA.

ARTICLE VIII

ANNUAL ELECTION OF DIRECTORS

SECTION A. - DIRECTORS

1. Three (3) Directors shall be elected annually by the membership.

SECTION B. - ELECTION RESULTS

1. The three candidates receiving the largest number of votes on the returned ballots shall be declared the election winners. Ties will be broken by the Board of Directors.

SECTION C. - POSTING OF ELECTION RESULTS

1. The election results shall be posted on the EMGA'S bulletin board and website prior to the annual fall meeting.

ARTICLE IX

COMMITTEES

SECTION A. - TOURNAMENT AND RULES COMMITTEE

1. The Tournament and Rules Committee shall organize and run all EMGA tournaments, and shall encourage interest among the members in the tournaments run by the Minnesota Golf Association and by other golf clubs. It shall keep records of all tournaments, the rules for all EMGA competitions, and shall settle all disputes. It shall be the responsibility of this Committee to maintain and update all EMGA plaques and trophies.

SECTION B. - HANDICAP COMMITTEE

1. The Handicap Committee shall keep records and establish handicaps for the members of EMGA in accordance with the system established by the Minnesota Golf Association (MGA).

SECTION C. - FINANCE COMMITTEE

1. The Finance Committee shall perform an annual audit of the financial records of the EMGA.

2. The result of the annual audit shall be reported at the spring general membership
meeting.

SECTION D. - MEMBERSHIP COMMITTEE

1. The Board of Directors shall constitute the Membership Committee. The President shall serve as chairman of the Committee.

SECTION F. - ENTERTAINMENT COMMITTEE

1. The Entertainment Committee shall provide suitable entertainment for all meetings, tournaments, and special events.

SECTION G. - OTHER COMMITTEES

1. The Board of Directors shall establish such other committees as the Board, in its sole discretion, deems necessary.

ARTICLE X

FISCAL GOLF YEAR

1. The fiscal golf year of EMGA shall begin on the first day of November and end on the last day of October of each year.

ARTICLE XI

TOURNAMENT PRIZES

1. All prizes awarded for competition in an EMGA tournament shall be in the form of
merchandise certificates redeemable at the Edinburgh USA Pro Shop.

2. Certificates shall be redeemed before the end of the current calendar year, provided, however, that the Board of Directors, the Golf Professional or the Brooklyn Park Director of Parks and Recreation may extend the redemption period.

EDINBURGH USA MEN'S

GOLF ASSOCIATION

By: ________________________________

Its: President

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