Palm Beach Club - Constitution

The Bos´n Ben Palm Beach Club.

Constitution

1.Definitions

In this constitution the following expressions shall have the following meanings;

Apartments.: Means apartments numbered 103, 104, 106, 108, 109, 110, 111, 112,113, 203, 204, 205, 206, 207, 208, 210, 212, 308, 401, 406, 408, 410, 411, 412, 507, 605, 608, 804, 806 & 908 at Edificio Palm Beach, Carihuela, Spain, and any other apartments at Palm Beach aforesaid vested in the Founder Members from time to time.

The Club.; Means the Bos´n Ben Palm Beach Club

The Committee.; Means the body of persons appointed under clause 11 hereof.

The Constitution; Means this constitution and any amendments hereto made in accordance with the provisions hereof.

The form of surrender & request; Means the form as annexed to the certificate of Ownership annexed hereto.

The Founder Members; Means Gordon Anthony Reeve, Dorothy Elizabeth Reeve & Benjamin Elsdon Reeve, all of Park Farm, Rag Hill, Tatsfield, Near Westerham, Kent, England, Together trading as Bos´n Ben International.

A Holiday Certificate.; Means the certificate in the form annexed hereto and "certificate" shall be construed accordingly.

The Management Agreement.; Means the contract for management services more particularly referred to in clause 11.4 Hereof and any similar document for the time being in operation.

The Management Company. Is Burgin Management S.L. Whose registered offices are, Edificio Palm Beach, Calle Miami, La Carihuela, Torremolinos, Malaga, Spain.

The Management Charge.; is the charge provided for as hereinafter referred to under the Management Agreement.

Members. Means the Members from time to time of the Club including the Founder Members unless the context otherwise requires.

The Ordinary Members; are all Members of the club other than the Founder Members.

The Property; Means the apartment block, the garden grounds, swimming pool and other premises shown edged red on the plan attached hereto.

2. Name

The club shall be called the Bos´n Ben Palm Beach Club

3. Location of the club.

The main office of the club shall be c/o the Solicitors, Gill, Turner & Tucker. Colman house, King street, Maidstone, Kent. England.

4. Objects of the Club.

The club shall be a non-profit making club whose object is to secure for its members exclusive rights of occupation of the apartments for specific periods in each year during the period of 80 years hereinafter mentioned or until the dissolution of the Club whichever shall be sooner.

5. Members .

The club shall consist of the Founder Members and of such number of ordinary members as shall be admitted to membership as hereinafter provided.

6. Founder Members.

The founder members of the club shall be Gordon Anthony Reeve, Dorothy Elizabeth Reeve, Melonie Elizabeth Reeve & Benjamin Elsdon Reeve. T/A Bos´n Ben International.

7. Duties of Founder Members.

7.1 The founder members shall hold all the apartments upon trust for the Club, complete with such amenities, services, fixtures, fittings, equipment, furnishings, provisions and utensils as they shall reasonably consider appropriate and shall ensure that all Members together with their respective guests during the period of occupation hereinafter referred to have the right to use the swimming pool, gardens and other amenities ( The Facilities) forming part of the property.

7.2 The Founder Members shall arrange Holiday Certificate allotments to be made and their original allotment to new members as they join the Club.

7.3 The Founder Members shall procure that the title deeds of the Club apartments will remain in the Club Solicitors keeping and:

a) Keep the apartments free from any mortgage, lien, charge or any other encumbrance whatsoever, and

b) not do suffer or permit to be done anything which might prejudice their ownership of any apartment.

8 Rights of Occupation.

8.1 Exclusive rights of occupation of the apartments shall be granted to Members in accordance with the following provisions

a) For each apartment there will be issued 50 Holiday Certificates, each of which will be valid for a period of 80 years from the 1st of January 1987 or until the dissolution of the Club ( whichever shall be the sooner) ( the initial period) and will entitle the registered holder thereof to occupy such apartment to which it relates for the weekly period in each calendar year referred to therein in accordance with the provisions of this constitution.

b) Such weekly periods will be numbered 1 to 49 and 51 and 52, as shown on the holiday chart annexed hereto.

8.2 The dates of the said weekly periods for the duration of the Club shall be as set out in the holiday chart annexed hereto and any days unallocated to Members for weekly periods shall belong to the Founder Members provided that the Founder Members shall ensure that there are at least 14 days per annum available for works of routine maintenance cleaning and repair for each apartment.

9 First Issue of Holiday Certificates to the Founder Members.

In consideration with the Founder Members agreeing to hold the apartments on trust for the Club, the Founder Members will be entitled to all the holiday certificates in respect of each apartment so vested in accordance with the provisions of this Constitution.

10 Membership.

10.1 Any person ( not being a minor) may upon payment of the appropriate membership fee apply for and be admitted to membership of the club. A person shall include an incorporated company or body and persons may purchase in joint names in which case all such joint applicants may apply for membership.

10.2 No person or persons shall be registered as a holder or holders of a Holiday Certificate or be entitled to the benefit thereof unless he or they shall be a Member or Members of the Club. on registration of such a Membership, the Member will be entitled to one vote per Holiday Certificate owned.

10.3 Both the Founder Members and the Committee shall have the power to admit applicants to membership which each may exercise without reference to the other provided always that such power shall not be exercised so as to result in two Holiday Certificates being granted in respect of the same apartment and the same weekly period.

10.4 In the first instance the Founder Members as initial holders of all Holiday Certificates ( as provided in clause 9 hereof) shall or shall procure the issue to ordinary Members of Holiday Certificates and such other evidence of membership as shall from time to time be determined by the Committee. Thereafter Holiday

Certificates may be transferred from current members or the representatives of deceased members in accordance with the relevant provisions of the Constitution.

10.5 Membership of the Ordinary Members of the Club shall cease on the occurrence of any of the following events;

a) The transfer of a members Holiday Certificate subject to the transferee becoming a member of the Club, or

b) The cancellation of a members membership in accordance with the subsequent provisions of the Constitution or

c) The expiry of the initial period.

Provided always that termination of membership as aforesaid shall be without prejudice to any person’s rights in respect of a members liabilities arising prior to the said determination.

10.6 Any Holiday Certificates not issued by the Founder Members to Ordinary Members will belong to the Founder Members. (or to such transferee to whom the Founder Members may transfer all or any of the said Holiday Certificates upon such terms and conditions as the Founder Members shall in their discretion determine) as an ordinary member and they will be entitled to all the rights and privileges and will be subject to all liabilities of being an ordinary member provided that the Founder Members will not be subject to the obligations attached to any Holiday Certificate under the terms hereof or otherwise. Without prejudice to the foregoing the Founder Members will be entitled to let out the apartments to which such un-issued Holiday Certificates relate or otherwise to grant rights of occupation to third parties for the duration of the period of such un-issued Holiday certificates provided that in the event of such letting or grant of rights of occupation the founder members shall be liable for a due proportion of any management or other charge payable in respect of such Holiday Certificates.

11. Appointment of Committee and powers.

11.1The business and affairs of the club shall (save insofar as the same may have been delegated to a management Company as hereinafter provided) be managed by a Committee of not more than ten persons, eight of whom shall be elected by ordinary members and two of whom shall be elected by the Founder Members for as long as the Founder Members shall remain the holder of any Holiday Certificates. The Committee shall meet as often as necessary and at least once every twelve months. Any three members of the Committee may call a meeting of the Committee by notice in writing to all members at least fourteen days prior to the date of such Committee meeting and one of the Committee members shall be appointed to act as chairman of the Committee at the first meeting of the members of the Committee, failing which the chairman of any meeting of the Committee will be elected by majority of those present and in the event of an equality of votes, the chairman shall have the casting vote. Four members of the Committee shall form a Quorum. Proper minutes of the proceedings at Committee meetings shall be taken and kept in a separate minutes book.

11.2 The first members of the Committee to be elected by the ordinary members will be elected at the first General Meeting of the members of the Club which will take place during 1988 or as soon as practicable thereafter. The first Annual General Meeting of the members of the Club will be convened by the Founder Members by notice in writing sent to every member not less than 28 days before the date of such meeting. A t the second annual General Meeting of the Club and at each subsequent Annual General Meeting two members of the Committee who shall have been elected by the ordinary members shall retire and two new members of the Committee thereof shall be elected. Retiring members may offer themselves for re-election. The order in which the first members of the Committee shall retire shall be decided by drawing lots. Thereafter the retirement of the elected Committee members shall be by rotation, each member retiring at the fifth Annual General meeting to be held after their respective elections. The two Committee members elected by the Founder Members shall cease to be such on written notice being given to them by the Founder Members and the Founder Members shall then nominate a successor or successors to fill any vacancy or vacancies thereby created. All General meetings shall take place in England or at such other place, as the Committee shall determine.

11.3 Save as herein provided election or removal of members to and from the committee shall be dealt with only at Annual General Meetings or Special General Meetings of the Club and nominations shall be made by any members of the club in person at such meeting and shall be similarly seconded.

11.4 The Committee shall have the power to do all things that may be necessary for the carrying out of the objects of the Club for its general management and shall be entitled to designate to any person or company such of its powers as it may consider desirable. Until such time as the Committee shall have been constituted the management of the Club and all the powers of the Committee shall be vested in the Founder Members who will on behalf of the Club enter into an agreement with a Management Company (as herein defined Burgin Management S.L.) in the form annexed hereto for the management of the apartments and the proper provisions of the various amenities and facilities to be enjoyed by the Members and any other property of the Club.

11.5 Without prejudice to the generality of the forgoing the Committee shall have the following specific powers;

a) To fix a management charge in respect of each apartment for each year.

b) At any time to appoint a Member of the Club to fill any casual vacancy amongst the elected members of the Committee occurring through any death, illness, resignation or otherwise. all such persons so appointed shall hold office only until the next following Annual General Meeting but shall be eligible for re-election for the un-expired portion of the period for which the Committee Member whom he was so co-opted to replace would otherwise have been due to serve.

c) To make by-laws at any time for the proper regulation of the Club and such bylaws shall be binding on all Members of the Club. Such by-laws shall not conflict with this Constitution and in the event of any actual or apparent conflict the terms of this Constitution shall prevail.

d) To appoint such sub-committee person or company as it shall consider desirable for the carrying on of the management of the Club.

e) At any time to cancel or suspend for a reasonable period of time the membership of any member who or whose guests are permitted occupiers in the reasonable opinion of the Committee shall have committed a substantial breach of the provisions of this Constitution or any by-law’s or regulations made hereunder or whose conduct in the opinion of the Committee shall be wholly un-becoming and who has not remedied the breach of conduct complained of within a reasonable time, (where such beach is capable of remedy) following a written request by the Committee for him to do so.

Any such cancellation or suspension shall be ratified by Members at the General Meeting next following the cancellation or suspension taking effect. For the avoidance of doubt any dispute or difference however arising out of this sub-clause may be the subject of a reference to arbitration in accordance with clause 18 below. Without prejudice to the generality of the provisions of this clause or sub-paragraph 13.8 below any Member who fails to pay any management charge levied on him by the Committee or by the Company on the date the same becomes due for two successive years shall be treated as having committed a substantial breach.

f) To enter into all contracts and agreements which the Committee may deem necessary or desirable in connection with the management of the Club and to apply the funds of the Club in payment of the expenses of management, administration and running of the Club as detailed in clause 12 except insofar as these powers may have been delegated under clause 11.4 hereof.

g) To appoint a firm of Accountants as auditors to prepare and audit the accounts of the Club Annually and to appoint lawyers and other professional advisors from time to time appointed or instructed by or on behalf of the Club.

h) To bring, defend, agree to be joined in, settle or compromise any proceedings or claims of any kind in relation to the affairs of the Club or the obligations of the Members hereunder or under the Trust Deed and in the event of any such proceedings or claims relating to some only of the Members to bring, defend, agree to be joined in, settle or compromise the same on behalf of such Members at their respective costs.

11.6 The Committee shall maintain or cause to be maintained a register of current names and addresses of Members of the Club indicating when they became Members and when if appropriate they cease to be Members.

11.7 Without prejudice to the generality of the provisions of clause 11.5(e) hereof in the event of the cancellation of any person’s membership thereunder, the Committee shall use its best endeavours to cause to be transferred that persons Holiday Certificate(s) and each Member hereby irrevocably agrees to appoint the Committee as attorney for that purpose and the Committee shall immediately thereafter account for the proceeds thereof to the former Member after deduction of reasonable commissions, fees or any other expenses reasonably incurred in connection with the said transfer and all arrears of contributions or other payments or amounts due under the terms of the Constitution owing up to and including the date of transfer.

12. Members liability for payment of Management and other expenses.

12.1 The Members of the Club shall pay an annual management charge to the Committee in order to contribute to all reasonable costs incurred by the Club including and without prejudice to the generality of the foregoing the reasonable costs of the following:-

a) Maintenance, repair, decoration, cleansing and where necessary repair of the apartments and apartment block, services and facilities provided by the Club for the benefit of the Members whether exclusive or in common with others entitled thereto.

b) Maintenance, repair and when necessary replacement of Furniture, equipment, utensils, provisions, furnishings, fittings and fixtures in or about or pertaining to the apartments, or the apartment block or any of them.

c) Insurance of the Club’s property of whatsoever nature and the contents thereof for the full reinstatement cost and any other insurance, which the Committee shall consider necessary or appropriate.

d) All outgoing expenses incurred in respect of the Club’s property including electricity, rates and other charges or impositions whether of an annual or recurring nature or otherwise.

e) All work and acts for which are required to be done to comply with any statutory provisions or the directions or notices of any governmental local or public authority.

f) Any reasonable management charges or any other charges, whatsoever which may be, incurred in the Management and preservation of the value of the Clubs property and the running of the Club’s affairs.

g) The establishment and maintenance of any reserve funds requested by the Members.

h) All costs, expenses, claims, demands, losses and damages paid, incurred or sustained by the Founder Member or by the Club on behalf of Members.

i) The fees and expenses of the auditors, lawyers and other professional advisors herein before referred to.

12.2 Save insofar as the same may have been delegated by the Committee under the provisions hereof, the Committee shall have sole discretion in deciding what monies shall be spent on any of the foregoing purposes and when the same shall be expended.

12.3 The Management charge shall be payable by all Members on completion of the purchase of a Holiday Certificate if they shall purchase a Holiday Certificate which entitles them to occupy an apartment for a weekly period falling before 1st January next after completion of the purchase and subsequently on 1st January in each year.

12.4 The management charge shall initially be £40 per week for a studio and £50 per week for a one bedroom apartment and in future such figure as shall be determined from time to time by the Committee provided that the Founder Members shall be entitled to increase the amount of the said charge prior to the date fixed for the first Annual General Meeting of the Club by a sum equivalent to the increase in the cost of living in Spain for the period from 1st January 1987, to the date of such first Annual General Meeting and the Founder Members shall also be entitled to consider all relevant variations in exchange rates in determining any such increase in the initial management charge.

13. Further obligations of Members.

The Members of the Club shall automatically be bound by the terms and provisions of the Constitution upon the issue of a Holiday Certificate to the Member. Such Member shall also be deemed upon the issue of the said Holiday Certificate to have accepted the obligations. Each member of the Club shall also be subject to the following obligations ( and to the intent that such obligations shall continue to bind his estate after his death and until such time as his Holiday Certificate shall be transferred to a new or other Member of the Club and notwithstanding that his personal representatives may not themselves be Members):-

13.1 Not to occupy the apartment to which his Holiday certificate relates for any other period other than that to which his Certificate states.

13.2 At all times to observe the following regulations relating to the occupation of the Apartments and all variations, additions and amendments thereto made by the Committee including but not limited to the regulation that no Member shall:-

a) Use any of the Apartments for any purpose whatsoever other than as a private holiday home in the occupation of no more than the number of persons permitted to occupy the Apartment which in the case of a studio apartment shall be two persons and in the case of a one bedroom apartment shall be four persons and in the case of a two bedroom apartment shall be eight.

b) Use the property or any part thereof for any purpose which might cause a nuisance or annoyance to other Members or any owner or occupier of any adjoining land or Apartment block or apartment or any part of the property.

c) Use the property or any part thereof for any illegal or immoral purpose whatsoever or for the purpose of any trade, business or profession.

d) Cover or obstruct any of the windows of the apartments other than with the curtains or blinds supplied within the apartment.

e) Hang or expose anywhere outside any apartment or in any position visible from the outside of the apartment block (save in the area provided for that purpose) any washing or clothes or any posters, signs or advertisements of any kind whatsoever.

f) Throw any dirt, rubbish, rags, oil or any damaging material or refuse into the sinks, baths, lavatories or pipes of any apartment or apartment block or the Swimming pool.

g) Throw any dirt, rubbish, rags or food out of any of the windows or doors of any of the apartments or allow any such things to be left anywhere on the property.

h) Play any wireless, television set, gramophone, tape recorder or musical instrument or any other similar equipment or carry on any other activity on the property or any part thereof in such a way as in such a way as to cause a nuisance or annoyance to any other Member and in particular, so as to be audible outside the apartment between the hours of 11.30 pm & 9am.

i) Shake or beat any carpets, dusters or other objects from the windows or doors of any apartment( save in the area provided for that purpose)

j) Bring or keep any animal or bird on the property or any part thereof.

k) Store or allow to remain on the property or any part thereof any inflammable or explosive substance.

And ALL Members shall at all times;

l) Comply with all arrangements from time to time made by the Club in relation to the disposal of refuse from any Apartment.

m) Comply at all times with any arrangements regarding safety from time to time made by the Club in relation to the use of the swimming pool.

n) Comply at all times with the rules in relation to the use of the facilities of the property (including but without prejudice to the generality of the foregoing any games room or recreation area) whether the same shall be provided by the Founder Members the Committee or the owner for the time being of any part of the property not being an Owning Company.

13.3. To keep and maintain the interior of the apartment and all of its contents to which his Holiday certificate relates in a good and tenantable state and condition during the period of his occupancy and to pay or indemnify the Club against any damages deterioration or dilapidation ( over and above fair wear & tear and damage or destruction by fire or any other risk insured against which may have taken place during the period of his occupation) as to which the Committee shall be the sole judge.

13.4 In the event of any repair or maintenance work to be carried out to the apartment or its contents during the period of a Member’s occupancy of the apartment to allow access on reasonable notice ( except in the case of emergency) to necessary workmen and others to enable such work to be carried out provided that any such work will be carried out with all due diligence and speed and will not other than is necessary interfere with Member’s enjoyment of their occupation of the apartment.

13.5 Not in any way to make alterations to the apartments to which his Certificate relates or the contents thereof.

13.6 To pay for all telephone calls made in the apartment occupied by him during his occupancy.

13.7 To notify the Committee forthwith of any change in his permanent address.

13.8 To pay within one month of the same being demanded the appropriate portion of the cost referred to in clause 12 hereof incurred by the Club in any year.

13.9 Not to do anything which would make void or voidable the insurance of the Apartment block or any Apartment and its contents or any other insurance for the time being in force and relating to the property or which may operate to increase the premium payable in respect of any such insurance or otherwise and to indemnify the Club against any increased or additional premium which by reason of any such act or default may be required for effecting or keeping up or renewing any insurance and in the event of the apartment or any otherproperty as aforesaid or any part thereof being damaged or destroyed by any insured risks and the insurance money being wholly or partially irrecoverable by reason solely or in part of any act or default or such Member then and in every case to pay forthwith to the Club the whole or as the case may require a fair proportion to be conclusively determined by a surveyor to be appointed by the Committee of the cost of rebuilding and reinstatement of the same as the case may be together with the whole or such portion as aforesaid of the fees of such surveyor.

14. Transfer of Holiday Certificates.

14.1 Any Member may be subject to the provisions hereof bequeath or agree to sell or otherwise transfer the rights to which he is entitled pursuant to a Holiday Certificate in favour of a third party subject to a third party becoming a Member of the Club and subject to the discharge of the Members liabilities hereunder up to the date of transfer. In the event of the death or bankruptcy of any Member (or the winding up of a Member being a corporation) his personal representatives, Trustees in bankruptcy or liquidator as the case may be, may agree to sell such rights to a third party or to vest the same in a benificiary subject to the third party or benificiary becoming a Member of the Club.

14.2 In the event of a Member agreeing to sell or otherwise dispose of the rights vested in him pursuant to his Holiday Certificate he or his personal representatives, Trustee in bankruptcy or liquidator as the case may be shall deliver the relevant Holiday Certificates to the Founder Members or the Committee or their Lawyers or as the Committee may direct with the form of Surrender and Request endorsed thereon duly executed by such Member, personal representatives, Trustee in bankruptcy or liquidator (and stamped if necessary) and, upon production of satisfactory evidence of the transfer vesting or other devolution of such membership rights, and upon payment of the fee hereinafter mentioned the Committee shall within 28 days of such evidence being produced issue or procure the issue of a new Holiday Certificate in the name of the new Member whose admission shall be ratified at the next following General Meeting of the Club. The register of Members of the Club shall be duly completed to register such transfer and notice shall be given to the Committee who shall then hold the relevant share upon trust for the new Member. A reasonable fee may be charge for registration of the transfer fee which may be revised by the Committee from time to time.

14.3 A Member may also let the rights of occupation of the apartment to which his Holiday Certificate relates for the whole or a part of the period to which his Certificate relates subject to;

a)The provisions of clause 13.11 hereof: and

b) Any requisite consent from the Spanish authorities being previously obtained.

But provided that the Member will in any event during the period of such let remain the holder of the Holiday Certificate and will be primarily responsible for all the obligations incumbent on the holder of the said Certificate.

15. General Meetings of the Club

15.1 The Annual General Meeting of the Club shall be held in England or at such other place as the Committee shall decide on such a date in each year as shall be determined ( but not so as to cause a period of 15 months to elapse between each Annual General Meeting) by the Committee ( subject in the case of the first such Meeting to clause 11 hereof) and shall be convened by notice sent to all members not less than twenty eight days before the date of the Meeting together with the agenda of the business to be conducted at such Meeting.

15.2 The Committee may and shall upon a request in writing from the holders of not less than ten per cent in number of the Holiday Certificates call a Special General Meeting of the Club to be convened and held in the manner prescribed for Annual General Meetings save that fourteen days notice only shall be necessary.

15.3 Notices of Special General Meetings shall contain copies of the agenda for such meetings and the exact wording for any resolution to be voted upon at the Meeting. No business other than that specified in the notices of Meeting and documents therewith shall be considered at the Meeting.

15.4 At every General Meeting the Chairman of the Committee ( and in his absence a Chairman appointed by a majority of those present at the Meeting.) shall preside. Each Member shall be entitled to one vote for each Holiday Certificate registered in his name held and voting rights shall be exercised by way of a poll and not by a show of hands. A Proxy need not be a Member of the Club. At all meetings in the case of an equality of votes the Chairman shall have the casting vote. Any resolution to be proposed other than that by the Committee at any Annual or Special General Meeting shall be submitted in writing to the Committee not less than two months before the date of the Meeting if it is in an Annual General Meeting or twenty eight days if it is a Special General Meeting and shall be signed by the proposer and the seconder. Any resolution involving a proposed change in the Constitution shall require not less than a three quarter majority of all votes cast. At all General meetings of the Club a quorum shall be six Members present in person or by proxy. Minutes of all General meetings will be prepared by the Committee and circulated to all Members of the Club within six weeks of the General Meeting. Notwithstanding the provisions of this sub-clause 15.4 any resolution resulting either directly or indirectly in the termination or the winding up of the Club shall require the written consent of as three quarters majority of the Members entitled to vote thereon other than the Founder Members.

15.5 The instrument appionting a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or if such appointer Is a corporation under its common seal, if any, and if none then under the hand of some officer duly authorised in that behalf. The instrument appointing a proxy and power of attorney or other authority if any under which it is signed or a certified or office copy thereof shall be deposited at the offices of the club not less than forty eight hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall be treated as valid. No instrument appointing a proxy shall be valid after the expiry of twelve months from its date.

15.6 Voting at all meetings of the Members including annual General Meetings and Special General Meetings shall be on the basis of the number of Holiday Certificates held and registered in the name of the Member ( whether a Founder Member or otherwise). Where a Holiday certificate only shall be counted.

15.7 A Resolution in writing signed by all the members of the Club who would be entitled to receives notice of and attend and vote at a General Meeting of the Club at which such resolution was to be proposed or by their duly appointed attorney, shall be valid and effectual as if it had been passed at a General Meeting of the Club duly convened and held. Any such resolution may consist of several documents in the like form each signed by one or more of the Members or their attorneys and signiture in the case of a body corporate which is a member shall be sufficient if made by a director thereof or its duly appointed representative.

16. Audit

16.1 The financial year of the Club shall end on 31^st December in each year or on such other date as the committee may decide. The Committee shall cause proper books to be kept with regard to:

a). All sums of money received and expended by the club and the matters in respect of which such receips and expenditure take place.

b). The assets and liabilities of the Club.

16.2 At the Annual General Meeting in every year the Committee shall lay before the Club an audited income and expenditure account for the period since the last preceding account ( or in the case of the first account since the inception of the club ) together with an audited balance sheet made up as at the same date. Every such balance sheet shall be accompanied by proper reports of the committee and of the auditor and copies of such accounts balance sheets and reports shall not be less than twenty eight clear days before the meeting be sent to all members at their respective addresses.

17. Termination

17.1 The Club shall continue in existence until such time as the Members shall in accordance with clause 11.5 d determine that the Club shall be dissolved or until the expiry of the period of eighty years whichever shall be the sooner provided that the Committee shall call an Extraordinary General Meeting of the Members of the Club within three months before the expiry of the said period of eighty years such meeting to be held in England or at such other place as the Committee shall determine. The purpose of that meeting will be to consider the future of the apartments and the property of the Club and also to consider whether and if so, in what manner the Club is to be continued or re-constituted for a further period. Unless otherwise resolved by a two-thirds majority of those members entitled to attend at such a meeting, the Club shall be wound up and its assets dealt with in accordance with the provisions of this clause.

17.2 The sums realised pursuant to clause 17.2 in respect of the sale of any Apartment Block or of the entire shares of any Owning Company shall be distributed first in discharge of all liabilities in accordance of the provisions of any Trust Deed for the time being in force and secondly in discharge of all other debts and liabilties of the Club.

The net assests (if any) of the Club available for distribution after the foregoing provisions of this clause have been complied with ( hereinafter called "the net assets" ) shall be notionally apportioned to each of the Apartments in equal proportions at the time of the resolution to wind up the Club.

The amount of the net assets apportioned to each Apartment of Owning Company as aforesaid shall for the purpose of ascertaining the amount thereof to be distributed to each Member be divided into fifty equal units of value ( each being referred to in this clause as a " unit of value" ) and there shall be distributed to each Member of to the Founder Members ( as the case may be) registered as a current Member at the date of termination in respect of each of the said weekly periods in that apartment to which he is entitled one such unit of value.

18. Miscellaneous

Any dispute or difference arising out of this Constitution shall be referred to the decision of a single arbitrator to be agreed between the parties or in default of agreement to be appointed upon the application of either party by the President for the time being of the Law Society of England and Wales .

19. Notices

Any Communication or notice addressed to the Committee or Founder Members shall be properly served if sent by prepaid first class letter post to address of the Club at the Offices for the time being of the Club or to the Secretary for the time being of the Club. Any communication or notice addressed to any ordinary Member shall be properly served if sent by prepaid first class letter post to the current address of such Member as appearing in the Register of Members of the Club.

20. Proper Law

This Constitution shall be Governed by and construed in all respects with the Laws of England.

Amendments to the Constitution

As Dictated by the Club Annual General Meetings of 1990 and 1991

1. Resolution nº. 1 (11.5 d)

That the terms and conditions of clause 11.5d of the Constitution be ammended by the addition of the Under mentioned words thereto:

Without prejudice to the generality of the provisions of this clause or sub paragraph 14.10 below, any Member who fails to pay any Management charge levied on him by the Committee or by the Management Company on the date tat the same becomes due for two sucessive years, shall be treated as having committed a substantial breach and without referral to an Annual General Meeting shall have their weeks confiscated together with all monies derived from a subsequent sale.

2. Resolution clause 8.

That the empty maintenance period be reduced from 14 days to 7 days.

3. Resolution 1 c)1

Interest is now payable on unpaid maintenance as follows.

All Members not having paid maintenance by 31^st march of the year it becomes due shall loose ability to exchange or deposit through Interval International, Our own rental or Exchange facilities and will not be permitted to use their weeks ownership at The Palm Beach.

Interest will be charge as follows:

From the date the bill become due Until 31^st March , Nil

From 1^st April until 31^st May , 20% surcharge added.

From 1^st June until reposession (according to resolution 1( 11.5d) above) 40% surcharge added.

Amendment to the Constitution

As dictated by the Club Annual General Meeting of 1996.

Resolution 4

To ammend the Constitution with regard to the reposession time allowed for defaulting Members from two sucessive years to six months .

Amendment to the Constitution

As dictated by the club Annual General Meeting of 2008

Resolution 3

To provide for flexi time members the same rights as full members as per the constitution both in relation to holiday and sale, but ownership to be non specific either in apartment and week number.

Resort Address;

Palm Beach Club,

Edificio Palm Beach,

Calle Miami S/N,

La Carihuela,

29620 Torremolinos, Malaga. España.

Tel: 00 34952 370339

Fax: 00 34952 382727

Management Company;

Burgin Management S.L.

Address as above.

Committee Members;