CONSTITUTION

Revised September 13, 1997

ARTICLE I. NAME AND PURPOSE

SECTION 1. NAME

The name of the organization shall be Walden Mens Golf Association.

SECTION 2. PURPOSE

The Walden Mens Golf Association (hereinafter referred to as "Association") shall be a non-profit association whose purpose is to promote the fellowship and sportsmanship among its members and to encourage the active participation of its members in playing golf tournaments conducted in accordance with the Rules of the United States Golf Association, except modified by the local Association to provide volunteers and financial sponsorship for golf-oriented fund- raising activities that benefit area charities.

ARTICLE II. MEMBERSHIP

SECTION 1. MEMBERS

The members of the Association shall consist of men who are members in good standing of the Walden on Lake Conroe Golf and Country Club, who are at least nineteen (19) years of age and who have paid their annual Association dues, as provided for in the By-Laws.

ARTICLE III. ORGANIZATION

SECTION 1. OFFICERS

The officers of the Association shall consist of a President, First Vice President, Second Vice President, Secretary and Treasurer. They shall be elected at the annual meeting of the Association for a period of one (1) year, taking office on the first day of January.

SECTION 2. EXECUTIVE COMMITTEE

The Executive Committee shall consist of the President, the First Vice President, the Second Vice President, the Secretary, the Treasurer and the immediate past President.

SECTION 3. MEETINGS

A.        Business meetings of the Association shall be monthly, on the first scheduled Association golf tournament date of each month. In the event of cancellation of that month's scheduled tournament, the President shall reschedule the meeting to the next available date.

B.        The place of the meeting shall be in the clubhouse of the Walden on Lake Conroe Golf and Country Club, 13101 Walden Road, Montgomery, Texas 77356.

C.        Special business meetings shall be called at any time at the request of the President or any three members of the Executive Committee, as established by the By-Laws of this Association. The Secretary shall give notice of special business meetings at least two (2) days prior to the date of the meeting.

D.        An annual meeting of the members of the Association shall be held on the Friday immediately preceding the first Saturday scheduled Association golf tournament date of December of each year, or in the event of the cancellation of that tournament on a date specified by the Executive Committee. Notice of the date of the Annual Meeting shall be mailed to members at least one (1) week prior to the meeting, or in the case of rescheduling, as soon as practicable.

SECTION 3. AMENDMENTS

The Constitution may be amended at any regular or special meeting of the Association by a two-thirds (66.67%) vote, the proposed Amendment(s) having been read at a previous meeting. For the purpose of consideration of any Amendment(s), a quorum shall be defined as the eligible voting members present at said meeting, plus those represented by eligible signed proxies.

SECTION 4. INDEMNIFICATION

The Association shall indemnify and hold harmless each individual who was or is a party, or was or is threatened to be made a party to any action, suit, or proceeding, whether civil, criminal or administrative, by reason of the fact that he was or is an Officer of the Association, against expenses (including legal counsel fees and costs), judgments, fines, and amounts paid in settlement actually and reasonably incurred by said individual in connection with such action, suit or proceeding, to the full extent permitted by applicable law.

SECTION 5. INTERPRETATION

All disputes or issues regarding the interpretation of the Constitution and the By-Laws of the Association shall be interpreted and resolved by the Executive Committee, whose decision shall be final.

SECTION 6. RULES OF ORDER

The rules contained in Robert’s Rules of Order shall regulate the conduct of meetings of theAssociation in all cases in which they are not inconsistent with the Constitution or By-Laws of the Association.

SECTION 7. DISSOLUTION

The Association shall disburse its funds only to accomplish the objectives and purposes specified in the Constitution and no part of said funds shall inure or be distributed to the members of the Association. On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized charitable organization(s) qualified under Sec. 501 (c) (3) of the Internal Revenue Code. Said organization(s) is to be selected by the Executive Committee.