(As amended June 11,2004)

ARTICLE I. CODE OF CONDUCT

SECTION 1. DEDICATION

Believing that the popularity of the game of golf and its high standing in this community is due in part to the members of the Walden Men's Golf Association (hereinafter referred to as the "Association") and their ideas of sportsmanship and ethical practices, the Association is dedicated to the perpetuation of those ideals. In the fulfillment of the purpose to which it is dedicated, the Association requires of its members rigid observances of a Code of Conduct.

SECTION 2. POLICY

A. The term "member", Walden Men's Golf Association, must be a synonym and pledge of honor and fair dealing.

B. Members shall be responsible for the actions and conduct of their respective guests at all Associations functions.

C. A member is a person as defined in the Constitution of the Walden Men's Golf Association.

SECTION 3. VIOLATIONS

Members of the Association shall be deemed to have violated the Code of Conduct by:

A. Abusing the privileges extended to them as members, including by way of example, the violation of the Rules of Golf established by the United States Golf Association (USGA).

B. Conducting themselves in such a manner as to cause public embarrassment to fellow members.

C. Conducting themselves in such a manner as to adversely impact or otherwise injure the reputation of the Association or its members.

D. Engaging in any conduct, which is contrary to or inconsistent with the policies of the Association.

SECTION 4. DISCIPLINARY ACTION

Members who violate the Association's Code of Conduct, its rules, or provisions of its Constitution and/or By-Laws shall be subjected to disciplinary action by a majority vote of the Association's Executive Committee. Such disciplinary action may include one or more of the following:

A. Revocation of privileges to participate in certain Association activities for a period of time specified by the Executive Committee.

B. Such other actions as may be determined by the Executive Committee, which shall be responsible for promulgating rules setting forth the procedures to be followed for disciplinary matters. A Member accused of disciplinary violations shall have the right to appear at all hearings and have witnesses appear on his behalf.

SECTION 5. APPEALS OF DISCIPLINARY ACTION

Decisions by the Executive Committee concerning actions taken against a member shall be final, and all members are put on notice that they waive any recourse to file court or arbitration proceedings against the Association- its Officers, The Executive Committee or Executive Committee members.

SECTION 6. APPEAL OF HANDICAP ADJUSTMENT

In the interest of fair tournament play, the Handicap Committee has the responsibility of making certain that a player's USGA Handicap Index accurately reflects his playing ability. Should circumstances be found to exist that require an adjustment to a player's Index, the player shall be notified in writing by the Handicap Committee Chairman. The player will be given the opportunity to appear before the Handicap Committee. All decisions by the Committee regarding appeals will be final.

ARTICLE II. MEMBERSHIP

SECTION I. MEMBERSHIP

Any member whose current annual dues are paid in full shall be in good standing, shall be entitled to vote at all annual meetings of the Association and to participate in all events conducted by the Association.

SECTION 2. DUES

The annual dues payable by members shall be established by a majority vote of the Executive Committee.

Membership dues shall become due on January 1 of each year. The annual expenses of the Association may not exceed the amount of annual dues collected from members, together with income from tournament entry fees and tournament sponsor contributions.

ARTICLE III. DUTIES OF OFFICERS

SECTION I. PRESIDENT

The President, or in his absence or disability, the First Vice President shall preside at all meetings of the Association and the Executive Committee, and shall have general supervision of the affairs of the Association. The President shall appoint all committee chairmen that are not specifically provided for in other sections of the By-Laws. He shall appoint the appropriate number of members to the standing and special committees.

SECTION 2. FIRST VICE PRESIDENT

The First Vice President shall perform the duties of the President in his absence. The First Vice President shall serve as chairman of the Interclub Committee

SECTION 3. SECOND VICE PRESIDENT

The Second Vice President shall perform the duties of President in the absence of both the President and the First Vice President. The Second Vice President shall serve as chairman of the Tournament Committee, shall be in charge of all golfing events to be conducted by the Association, and shall keep all records of each tournament.

SECTION 4. SECRETARY

The Secretary shall keep the minutes and records of the meetings of the Association and of the Executive Committee, and shall keep a complete list of members. Any necessary correspondence shall be performed by the Secretary. The Secretary shall serve as the chairman of the Social Committee.

SECTION 5. TREASURER

The Treasurer shall collect, maintain and disburse all monies of the Association, as directed by the Executive Committee. The Treasurer shall be responsible for maintaining a complete set of financial records and accounts in accordance with generally accepted accounting principles and practices, and submit formal financial statements to the Executive Committee on a minimum of a quarterly schedule. These statements shall include a minimum of a Balance Sheet, Income Statement, Check and Deposit Registers, Bank Reconciliation Reports, and copies of all relevant period Association Bank accounts and other investment statements. These books, records and accounts shall belong to the Association and shall be open to inspection by the Executive Committee at all reasonable times. The Treasurer shall submit a report on the financial status of the Association to the Executive Committee at each regular monthly meeting. The Treasurer shall be responsible for the production and filing of all government financial reports, as required by law. The Treasurer shall serve as chairman of the Membership Committee.

SECTION 6. OFFICER VACANCY

Any Officer vacancy shall be filled by the majority vote of the remaining members of the Executive Committee.

ARTICLE IV. EXECUTIVE COMMITTEE

SECTION I. MEMBERSHIP

There shall be an Executive Committee comprised of the officers of the Association and the immediate past President.

SECTION 2. RESIGNATION

Absence of any member of the Executive Committee for three (3) consecutive business meetings, unless previously excused by the President, or unless excused by all of the other members of the Executive Committee, shall he deemed a resignation from that elected position and Executive Committee.

SECTION 3. AUTHORITY

The Executive Committee shall have power to:

A. Make and amend rules for the conduct of golf tournaments and social affairs, which the Association may decide to sponsor.

B. Enforce the Constitution, By-Laws and Code of Conduct of the Association.

C. Collect and disburse the funds of the Association in carrying out the objectives and purposes of the Association.

D. Take any other actions necessary or reasonably related to achieving the objectives and purposes of the Association.

SECTION 4. QUORUM

A. A quorum of the Executive Committee shall consist of three members.

ARTICLE V. COMMITTEES

SECTION I. STANDING COMMITTEES

The Association shall maintain the following standing committees:

A. Tournament Committee

B. Handicap Committee

C. Membership Committee

D. Social Committee

E. Greens Committee

F. Interclub Committee

At the first meeting of the Executive Committee following the annual election of officers, the newly elected President, with the majority approval of the Executive Committee, shall appoint a Chairman and members to the standing committees, with the exception of the Tournament Committee Chairman, whom shall be the Second Vice President. In the event any Chairman becomes unable to serve for any reason, the President shall appoint a successor. In the event of a vacancy by any member of a committee other than the Chairman, the Chairman of the Committee may appoint another member to fill such vacancy.

SECTION 2. SPECIAL COMMITTEES

The President, with the majority approval of the Executive Committee, shall appoint any special committees and their chairmen as may be necessary to conduct the affairs of the Association.

ARTICLE VI. ELECTIONS

SECTION I. ELECTION OF OFFICERS

The Association shall hold its election of officers at the Annual Meeting. Such Annual Meeting shall be held on the Friday immediately preceding the first scheduled tournament event in the month of December.

SECTION 2. QUORUM

A quorum shall consist of 10% of the total number of members in good standing at the time of any meeting at which members shall be entitled to vote. The quorum shall consist of any member who is present in person, or by signed proxy given to another member who is present in person.

SECTION 3. NOMINATING COMMITTEE

There shall be a nominating committee, comprised of five (5) members in good standing appointed by the President and approved by a majority of Executive Committee at the October meeting of each year.

This committee (by a majority vote of the members of such committee) shall select the name of a candidate for each elective office and publish notice of this list of candidates as well as the time and date of the annual meeting to the membership no later than November fifteenth (15th).

Publishing the list is accomplished by posting the list on the MGA board provided for such purpose in the locker room of the Walden Golf Shop by the date stated. This committee shall also present the list for the elective offices at the annual meeting.

Nominations may also be accepted from the floor during said meeting. The members attending in person or by proxy may cast a ballot, and the individual receiving the highest number of votes for each position shall be elected. In the event two or more nominated members receive the same number of votes, the members of the Executive Committee in attendance at such meeting shall convene for a tie breaker vote, and by written ballot, the person receiving at least a majority of the ballots cast by the members of the Executive Committee will be deemed elected to such position. To be eligible for election as an officer, a member must be in good standing.

SECTION 4.TERM OF OFFICERS

Newly elected officers take office on the first day of January and their terms of office shall continue through the calendar year of the Association, which is January through December. A member cannot be elected to the same position for more than two (2) consecutive terms.

ARTICLE VII. ORDER OF BUSINESS

SECTION 1. REGULAR MEETINGS

The order of business for meetings of the Executive Committee shall be a roll call, reading of the minutes of the prior meeting, report of the Treasurer, reports of the various committees, old business, new business and adjournment.

SECTION 2. ANNUAL MEETING

The order of business for the Annual Meeting shall be a call to order, reading of the minutes of the previous Annual Meeting or Special Business meeting, President's report, Treasurer's report, reports of the various committees, election of officers, new business and adjournment.

ARTICLE VIII. AMENDMENTS

SECTION 1. AMENDMENTS

These By-Laws may be amended by a majority vote of the Executive Committee, a quorum being present, provided that the proposed change or changes have been introduced and read at a previous meeting.