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Statutes

CHAPTER I

Name, Type, Duration, Place and Purpose

Article 1
1 - It's been the Golf Club at Ponte de Lima which is governed by the provisions of these rules and applicable law.

2 - The Golf Club at Ponte de Lima, hereinafter referred to as the Club is a private non-profit association, consisting indefinitely.

Article 2
Its headquarters is at Quinta de Pias, Fornelos Parish, County of Ponte de Lima.

Article 3
The GPL-Golf Ponte de Lima, SA. makes available to its shareholders and associates of the Golf Club at Ponte de Lima from now on members, the golf course at Ponte de Lima and its "Clubhouse", as well as support facilities and all that is reasonably required under the terms of the regulations governing use of the golf club.

Article 4
The object of the Club to provide its members to practice the game of golf and any other cultural, recreational or sporting activities permitted by law.

Article 5
The partners will use the golf course and related social areas under the terms of use of the Club Rules.

Article 6
The revenues of shares and other club members' contributions.

The value of the share for the three years in force will be four thousand crowns annually.


CHAPTER II

The Associates

Article 7
1 - Club members can be natural or legal persons.

2 - The Club will be founding members and staff.

3 - They are founding members of the grantor of the deed of constitution of the Golf Club at Ponte de Lima, as well as the 200 / 1 to join the club.

4 - Active members are:
a) The holder of one share of Class A society LPG Golf Ponte de Lima, SA.
b) The holder of one share of class B society LPG Golf Ponte de Lima, SA., which between them appoint a representative

5 - The admission of members of the Golf Club at Ponte de Lima, is the sole responsibility of the GPL Golf Ponte de Lima, SA as the owner of the golf course at Ponte de Lima.

Article 8
The members of each category will have the rights and obligations stipulated in these Statutes and the Rules for Use of the Club.


CHAPTER III

Of Governing Bodies

Article 9
1 - The bodies of the Club are as follows:
a) General Assembly
b) Directorate
c) Audit Committee

2 - The members of the board of the General Board and the Supervisory Board are elected for three years, corresponding to the calendar.


SECTION TWO

General Assembly

Article 10
The General Assembly comprises all members of staff who are in full possession of their social rights.

Article 11
The work of the General Assembly will be directed by a board consisting of a chairman and a secretary.

Article 12
The General Assembly normally meets until the end of March each year, to consider and vote on the accounts and the opinion of the Board and Council tax for the previous year, and election management bodies where appropriate.

Article 13
The General Assembly shall be convened by the Directorate by letter sent at least fifteen days to all members entitled to part of it, and also to fix a notice in the clubhouse with the same anticipation.

Article 14
The General Assembly will work provided that the majority of members present in the full enjoyment of their rights, and any number of participants, half an hour after the time scheduled for the first call.

Article 15
The resolutions of the General Assembly shall be taken by majority vote, except as provided by law and these statutes, and shall be recorded in minutes signed by the Bureau.

Single - The representative of the members referred to in subparagraph b) of paragraph four of Article Seven, will be entitled to three votes.

Article 16
It is the exclusive competence of the General Assembly:
a) annually review and vote in the Annual Report of the Board
b) approve a proposal by the Board upon the dues paid by members
c) decide on the Constitution and Rules of the Club and its amendments


SECTION THREE

Directorate

Article 17
1 - The Club is represented by the Directorate being responsible for the initiative and overseeing the activities of the Club.

2 - The Board consists of an odd number between three and five members, one of whom is President.

Article 18
1 - The Board shall meet at least twice a year and whenever the President or two directors to call a meeting.

2 - Decisions are taken by majority vote, the Chairman, in the event of a tie, the casting vote.

Article 19
1 - The Department ensures the administration, management and representation of the Club, under the present Statute and its Rules.

2 - It is notably the Directorate:
a) To interpret, follow and enforce these statutes, the Rules and the decisions of the General Assembly
b) Practice and promote, with greater zeal, all acts conducive to the purposes of the Club, stated in the Constitution and in harmony with them
c) Prepare an annual budget of the golf club and organize accordingly, the financial statements of revenue and expenditure
d) To propose to the General Assembly upon the dues
e) prepare at the end of each calendar year until the day March 10 the following year, the annual report and accounts of their management


SECTION FOUR

Council Tax

Article 20
The Audit Committee is composed of three members.

Article 21
The Supervisory Board to supervise the administration of the Club and the compliance of their regular activities.


CHAPTER IV

Special Provisions

Article 22
1 - These Bylaws may be amended at a meeting of the General Assembly expressly convened for that purpose by the Board or at the request of shareholders representing at least three quarters of the total votes of the Club members and half of the grantors of the deed of constitution as any.

2 - If the first call are not attended by shareholders representing at least half of all votes of the Club, a second call will be made within two weeks and still no quorum, then meet with any number of partners half hour after the scheduled start of the Assembly.

3 - Decisions to amend, repeal or otherwise change or dispose of the seventh and twenty-second Articles of Association, must be approved by all members in good standing of their rights.

4 - Decisions to amend the remaining Articles of Association must be approved by a majority of three fourths of the votes present.

Article 23
Decisions on the dissolution of the Club require the affirmative vote of three fourths of all members.

Article 24
Being voted the dissolution, the liquidators will be the Directors then in office.

Article 25
In everything that is not provided for in this Statute and its Rules of Procedure govern the law, but being responsible for all actions that may run between the Club and members, the District Court of Ponte de Lima, with express waiver of any other.

Single - The rules of the club shall be approved at the first meeting of the General Assembly and can only be changed again in its content or any of its clauses with the favorable vote of three fourths of the staff members and half of the founding members of the deed of the grantors constitution of the club.

Article 26
For the three years ending 31 March, nineteen hundred and ninety-eight, are now known:

GENERAL ASSEMBLY
President - António Vitor Gonçalves da Silva
Secretary - Alipio Gomes do Monte

DIRECTORATE
President - Francisco de Calheiros e Menezes Silva
Director - G.P.L. Golf Ponte de Lima, SA
Director - Manuel Gomes do Monte
Director - Victor Hugo Gonçalves da Silva Sordo
Director - Francisco Manuel Miguel e Miguel Sameiro

AUDIT COMMITTEE
President - Alfredo Manuel Mesquita Borges de Macedo
Director - Gil Augusto Macedo de Abreu
Director - João Gomes D'Abreu de Lima


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