MEMORANDUM OF ASSOCIATION COMPANIES ACT 1985

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION

of

WESTON BAY YACHT CLUB LIMITED

1. Name

The name of the Company is 'Weston Bay Yacht Club Limited'.

2. Registered office

The registered office of the Company will be situated in England

3. Objects

The Company's objects are:

3.1 - to acquire and take over all or any part of the assets and liabilities of the present, unincorporated body known as 'Weston Bay Yacht Club';

3.2 - to encourage all kinds of boating, sailing and associated activities including the encouragement of yacht racing by the promoting of Regattas or the giving of prizes and by any other means which may. from time to time be determined by the Company and generally to promote and to encourage social intercourse among the members of the Company;

3.3 - to establish, maintain and conduct a club for the accommodation of the members of the company and their friends, and generally to afford to them all the usual privileges, advantages and accommodation of a club;

3.4 - to provide a clubhouse and other usual facilities in connection with it, and to furnish, modify and maintain it, and to permit it to be used by members their friends and employees of the Company and others, either gratuitously or for payment;

3.5 - to acquire by purchase, lease or otherwise any other lands or property contiguous or near to tlic premises of the Company, and such as may be deemed by the Company likely to advance or benefit, either directly or indirectly, the interest of the Company;

3.6 - to manage, improve, cultivate and maintain all or any part of the lands and other property of the Company, and to demise, sell or otherwise deal with and dispose of them, either together or in portions, for such consideration as the Company may think fit, and, in particular, for shares, debentures or securities of any Company purchasing them;

3.7 - to purchase, hire, make or provide and maintain, and to sell or otherwise dispose of all kinds of equipment and other things required or which may be conveniently used in connection with the grounds, clubhouse and other premises of the Company by persons frequenting them, whether members of the Company or not;

3.8 - to buy, prepare, make, supply, sell and deal in all kinds of apparatus and equipment used in connection with boating, sailing and associated activities and in all kinds of liquors provisions and refreshments required or used by members of the Company or other persons using the grounds, clubhouse or premises of the Company;

3.9 - to hire and employ all classes of persons considered necessary for the purposes of the Company and to

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pay them and other persons in return for services rendered to the Company salaries, wages, charges and pensions.

3.10 - To promote and hold, either alone or jointly with any other association, club or persons, meetings, competitions and races and to offer, give or contribute towards prizes medals and awards for yachting and sailing and to promote, give or support dinners, balls, concerts and other entertainments.

3.11 - To establish, promote or assist in establishing or promoting, and to subscribe to, or become a member of, any other associations or clubs whose objects are similar or in part similar to the objects of the Company, or the establishment or promotion of which may be beneficial to the Company provided that no subscription may be paid to any such other association or club out of the funds of the Company, except bona fide in furtherance of the objects of the Company.

3.12 - To support and subscribe to any charitable or public body and any institution, society or club that may be for the benefit of the Company or its employees, or may be coimected with boating, sailing or associated activities); to give pensions, gratuities, Christmas boxes or charitable aid to any person who may have served the Company, or to the wife, widow, children or other relatives of any such person; to make payments towards insurance; and to form and contribute to provident and benefit funds for the benefit of any persons employed by the Company.

3.13 - To invest and deal with the money of the Company not immediately required upon such securities and in such manner as may from time to time be determined.

3.14 - To borrow or raise and give security for money by the issue of or upon bonds, debentures, debenture stock, bills of exchange, promissory notes or other obligations or securities of the Company or by mortgage or charge upon all or any part of the property of the Company.

3.15 - To do such things as the directors consider to be in the best interests of this club and

3.16 - to do all such other lawful things as are incidental or conducive to the attainment of the above objects or any of them.

4. Limited Liability

The liability of the members is limited.

5. Undertaking to contribute to assets

Every member of the company undertakes to contribute such amount (not exceeding £5) to the Company's assets if it is wound up while he is a member or within one year after he ceases to be a member as may be required for payment of the Company's debts and liabilities contracted before he ceases to be a member and the costs, charges and expenses of winding up, and for the adjustment of the rights of contributories among themselves.

WE, the subscribers to this Memorandum of Association, wish to be formed into a Company pursuant to this memorandum.

Names, Addresses and Descriptions of Subscribers

(Signatures, addresses and description of subscribers to memorandum)

Dated:

Witness to all the above signatures:

(Signature, address and description of witness}

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