Article I - Organization and Purposes

Section 1. (Name) The name of this organization shall be the PALO ALTO GOLF CLUB.

Section 2- (Objectives) The objectives of this golf club are:

(a) General - To furnish pleasure and recreation to its members.

(b) Golf Play - To foster, encourage, promote, advance and create interest in, practice of and enjoyment of the game of golf. Such objective shall include enhancing respect for the Rules of Golf, encouraging fair handicapping consistent with the Rules of Golf, and discouraging slow play as needlessly limiting the enjoyment of the game by fellow golfers.

(c) Tournaments - To organize and conduct golf tournaments and competitive play on the City of Palo Alto Municipal Golf Course and elsewhere.

(d) Course Improvement - To cooperate with and assist the City of Palo Alto in the maintenance and development of the Palo Alto Municipal Golf Course.

(e) Other Tournaments - To make possible the qualification and participation in by its members in the golf tournaments of other organizations and associations.

Article II - Location and Operations

Section 1. (Headquarters) The headquarters of the Club shall be at the City of Palo Alto Municipal Golf Course, and at such other place as the Board of Directors may, from time to time, designate.

Section 2. (Fiscal Year) The fiscal year of the PALO ALTO GOLF CLUB shall begin on the first day of January each year and shall end on the thirty-first day of December of that year.

Section 3. (Communications) The Board of Directors will notify the membership of all upcoming events through the use of an official Bulletin Board at the golf course, a club website, and general mailings.

Section 4. (Members' Duty) It shall be the duty of each member to read the Bulletin Board or access the website from time to time and keep informed as to the activities, rules and regulations of this club.

Article III - Membership

Section 1. (Classes) The membership of the Club shall consist of the following classes:

(a) Regular

(b) Senior

(c) Junior

(d) Honorary

Section 2. (Regular Members) Regular members shall consist of such persons eighteen years of age and over who have paid their dues for the current year.

Section 3. (Senior Members) Senior members shall consist of such persons sixty years of age and over who have paid their dues for the current year.

Section 4. (Junior Members) Junior members shall consist of members under eighteen years of age who have paid their dues for the current year.

Section 5. (Honorary Members) Honorary members shall be members upon whom honorary membership shall have been conferred by unanimous vote at any meeting of the Board of Directors, such member having made a particular contribution to the Club or the game of golf. Dues for such members shall be waived

Section 6. (Annual Dues) The Board shall establish annual dues for the various categories of membership. Such dues shall be in an amount at least sufficient to enroll the member in the Northern California Golf Association.

Section 7. (Application for Membership) The Board will approve or deny applications for membership in a fair and equitable fashion. The Board may establish a maximum number of members beyond which new members will not be accepted.

Section 8. (Resignation) Any member may resign from the Club by filing such intention with the Board of Directors in writing, and such resignation shall not be accepted until all indebtedness to the Club has been paid. The Board of Directors may, where circumstances warrant, authorize partial refund of membership dues.

Section 9. (Expulsion or Suspension) Any member guilty of any misconduct or whose conduct is injurious to the character or interest of the PALO ALTO GOLF CLUB may be expelled or suspended from the Club by the affirmative vote of not less than eight members of the Board of Directors. The Board of Directors may act on its own or in response to a written complaint signed by any member of the Club in such matters and must deliver a written specification of the charges to the member or members whose conduct is in question under this section. The written specification shall also include the time and place of the meeting of the Board of Directors to consider the matter and must be delivered at least ten days prior to said meeting. The member or members so notified shall have the opportunity to present a written statement on the matter for consideration or to appear in person before the Board of Directors prior to the Board acting to approve or reject the proposed expulsion or suspension. Suspension or expulsion shall result in the forfeiture of all dues and rights of membership until such time as any reinstatement is effectuated in accordance with the procedures for accepting new membership applications. The Board of Directors shall be the sole judge of what constitutes misconduct or of what conduct is injurious to the character and interest of the Club.

Article IV - Board of Directors

Section 1. (Management) The control and management of the Club and its affairs and property shall be entrusted to an elected Board of Directors, consisting of nine members.

Section 2. (Ex-officio Member) In addition to the nine elective directors, as above provided, the immediate past president of the Club (if his term has expired) shall serve a one year term as an ex-officio member of the Board of Directors for the following year with full voting privileges.

Section 3. (Tenure of Office) The members of the Board of Directors shall be elected at each annual election for terms of three years each, so that three members shall be elected annually. No member of the Board of Directors (including the Ex-officio Member) shall be eligible for re-election until one full year after the expiration of the term served.

Section 4. (Officers) The President, Vice-President, Secretary and Treasurer shall be elected within forty days after the annual election at a meeting of the presiding president and the nine Directors and shall hold their respective offices for one year and until their successors are elected and qualified.

Section 5. (Duties and Powers) It shall be the duty of the Board of Directors to carry out the purposes and objectives of the Club, subject to and in accordance with the by-laws. They shall have the power to admit members and to suspend and expel members by ballot; to fill any vacancy that may occur in any office or in the membership of the Board of Directors until the next succeeding annual election subsequent to which successors will be elected and qualified to take office, and to make and amend such other rules and regulations, not inconsistent with these by-laws, as they deem necessary to provide for the operation of the PALO ALTO GOLF CLUB.

Article V - Meetings

Section 1. (Regular Board Meetings) Regular meetings of the Board of Directors shall be scheduled by the President in order to transact Club business. A majority of the nine elected members of the Board of Directors constitutes a quorum for transaction of business at such meetings.

Section 2. (Annual Meetings) There shall be an annual general meeting of the members of the PALO ALTO GOLF CLUB which shall be held during the first six (6) months of each year. The day, hour and place of such annual meetings shall be designated by the Board of Directors and posted upon the bulletin board and the website at least fifteen days prior to such meeting. At all general meetings of the members of the PALO ALTO GOLF CLUB, a quorum shall consist of forty members in good standing or ten percent of the members in good standing whichever is less. The order of business at all annual meetings of the Club shall be as follows: (1) Reading of Minutes of the previous year's annual meeting; (2) Treasurer's Report; (3) Reports of Committees; and (4) General Business.

Section 3. (Special Meetings) Meetings of the members shall be held at such other times as the Board of Directors may determine, or upon written request of ten club members in good standing; provided that when such meetings are called, notice calling such meetings and containing a statement of the purpose of the meeting shall be posted upon the bulletin board and the website at least five days preceding the day of the meeting. No business other than that specified in the call and notice shall be transacted.

Article VI - Officers

Section 1. (Duties of the President) It shall be the duty of the President to preside at all meetings of the Club and of the Directors; appoint all committees and remove any member therefrom, subject to the approval of the Board of Directors, to see that the by-laws and such rules and regulations as may be adopted by the Directors are enforced, call such meetings as are herein provided; and to see that reports of general concern are made to the Club at meetings and/or are posted upon the bulletin board and the website from time to time.

Section 2. (Duties of the Vice-President) It shall be the duty of the Vice-President to perform the duties of the President in the absence of said President, and generally to assist the President in all matters concerning the Club. Should neither the President nor the Vice-President be present at any meeting, a Chairman shall be chosen by vote of the Directors present.

Section 3. (Duties of the Secretary) It shall be the duty of the Secretary to keep minutes of all meetings of the Club and of the Directors; to keep a record of the names and addresses of all members of the Club; to be responsible for the publication of periodic newsletters whose purpose is to keep the membership informed of upcoming events and official Club business; to perform all of the duties generally incident to the office of Secretary; and to perform such other duties as may be assigned by the Board of Directors.

Section 4. (Duties of the Treasurer) It shall be the duty of the Treasurer to act as the financial agent for the Club for receipt and disbursement of its funds. He shall safely keep and account for all funds that shall come into his hands, and shall deposit the same to the credit of the Club in the name of the PALO ALTO GOLF CLUB in such bank or banks as the Directors may designate. The Club may bond the Treasurer in such amount as the Board of Directors shall deem necessary. All checks, drafts or orders for the payment of money shall be signed by the Treasurer, Assistant Treasurer or other designee and countersigned by the President, or in his/her absence the Vice-President or the Secretary. No bills shall be paid or money disbursed without the approval of the Board of Directors.

Section 5. (Assistants) An Assistant Treasurer and an Assistant Secretary may be appointed by the President from among the membership of the Board of Directors or the general membership. In such event it shall be the duty of such assistant or assistants to perform those duties which the Secretary and Treasurer deem necessary and consistent with the purposes and objectives of the Club.

Article VII - Committees

Section 1. (Purpose) For the better execution of its powers and duties the Board of Directors authorizes its President to appoint from its own number or from members of the Club such committees as occasion may require and as they deem necessary, provided that all such committees must include a member of the Board of Directors as Chairman and the President of the Club as an ex-officio member.

Section 2. (Standing Committees) The standing committees of the Club shall be; (1) Tournament and Handicap Committee; (2) Communications Committee; (3) Membership Committee; and (4) Auditing Committee.

Section 3. (Duties of the Tournament and Handicap Committee) It shall be the duty of the Tournament Committee to arrange matches between Club members and with outside clubs, and to secure such prizes and trophies as are advisable under the circumstances. This committee shall establish rules of play consistent with the Rules of Golf and shall serve as the Committee for ruling on questions which arise in Club tournaments. The Committee shall also take an active role in monitoring the computer generated handicaps of the members from the standpoint of accuracy, fairness, and the proper posting of scores. If necessary, the Committee has the authority to adjust the handicap of any member who is not following the handicap guidelines laid down by the USGA.

Section 4. (Duties of the Communications Committee) It shall be the duty of the Communications Committee to implement the Board's communications responsibilities including notifications via the Bulletin Board and the website of all upcoming events and important policy decisions as well as producing the periodic club newsletters.

Section 5. (Duties of the Membership Committee) It shall be the duty of the Membership Committee to seek out competent candidates for membership in the Club and to investigate and report on candidates for membership as directed by the Board of Directors.

Section 6. (Duties of the Auditing Committee) It shall be the duty of the Auditing Committee to audit the books and records of the Club immediately after the close of each fiscal (calendar) year. A written report of the findings of the Audit Committee shall be submitted to the President. The work of such committee shall be concluded by the submission of such a report and upon approval by the Board of Directors.

Article VIII - Elections

Section 1. (Procedure) The annual election for Directors shall be conducted by mail ballot in conjunction with the membership renewal process, with the closing date for receipt of ballots (and dues) to be determined by the Board of Directors.

Section 2. (Eligibility) All Regular, Senior and Honorary Members shall be eligible to be a candidate for the Board of Directors except that no member of the Board of Directors, including the ex-officio member, may be placed in nomination, unless he is serving out part of a vacated term.

Section 3. (Nominations) Nominations for the office of the Director shall be made by a Nominating Committee appointed by the President and shall be approved by the Board of Directors prior to the mailing of ballots.

Section 4. (Preparation of Ballots) The Secretary shall thereafter have prepared a ballot containing the names of candidates placed in nomination by the Board of Directors and including space thereon for the listing of three write-in candidates.

Section 5. (Mailing of Ballots) The Secretary and the Treasurer shall cause the ballots to be mailed to all Regular, Senior and Honorary Members of the Club along with the annual membership renewal forms and instructions for marking the ballots and returning them to the Club.

Section 6. (Election) The Secretary shall count and record the number of ballots cast and the number of votes cast for each candidate, including write-in candidates. Votes cast for any candidate who, himself, has not paid his dues by the deadline will be ignored. The three candidates who receive the highest number of votes shall be declared elected as Directors of the PALO ALTO GOLF CLUB for a three-year term. In the case of a tie vote, the selection shall be made by lot under the supervision of the Board of Directors. All Directors shall serve until their successors are elected or otherwise appointed and qualified. In the event that more than three vacancies exist to be filled on the Board of Directors, the Secretary shall modify the procedures outlined above to certify additional candidates receiving the successively highest number of votes below the three highest as elected to such additional vacancies to serve the remainder of the term vacated.

Article IX - Interpretation

Section l. (Interpretation) The Board of Directors shall decide all questions of interpretation of the by-laws.

Section 2. (Procedures) Roberts' Rules of Order, as revised, shall govern the conduct of meetings.

Article X - Amendments

Section 1. (Meetings) These by-laws may be altered, added to, amended or rescinded at a special meeting of the PALO ALTO GOLF CLUB or at the annual meeting of said Club.

Section 2. (Notice Requirements) Notice of any proposed amendment to the by-laws must be communicated to all Regular, Senior and Honorary Members at least ten days before such meeting.

Section 3. (Quorum) At any special meeting called to consider amending the by-laws, a quorum shall consist of 40 members in good standing or 10% of the general membership in good standing, whichever is less.

Section 4. (Amendments) Amendments shall be approved by an affirmative vote of not less than two-thirds of the members present at a special meeting or at the annual meeting, conducted in accordance with the requirements of this article.