Section 1. The property and affairs of the Club shall be managed by fourteen Directors to be elected from and by its Regular and Retired Employee members and Associate members; serving for a term of two years with five regular or retired employee members being elected Directors and two Associate members being elected Directors each year.

Section 1. The Directors shall, at their first meeting after each annual election of the Club, elect from the regular or retired employee members of the Club, a President and one or more Vice-Presidents who must also be Directors, and a Secretary.

Section 1. There shall be an annual meeting of the members of the Club in December each year for the purpose of electing Directors and for the transaction of any other business authorized or required to be transacted by the members.

A Nominating Committee of four regular or retired employee members and two Associate members, appointed by the President or Board of Directors shall prepare a list of names from eligible members to serve as Directors.  Also, any eligible member may nominate any other eligible member, or members, for Director or Directors provided they are willing to server if elected.  All nominations by the Nominating Committee, or any eligible member, must be submitted to the Secretary no later then 30 days before the annual meeting.

The ballot and proxy form with the names of all persons who are nominated for Director shall be mailed to the membership no later than 21 days before the annual meeting, and the names of persons not so posted shall not be eligible to election on the Board of Directors.  Proxies will be included at the meeting.

Section 2. Special meetings of eligible members for any purpose or purposes may be called by the Directors, either by written instrument signed by a majority, or by resolution adopted by the vote of a majority, and shall be called by the President whenever as many as twenty-five eligible members of the Club shall so request in writing.

Section 3. Notice of each meeting of eligible members, annual or special, stating the time and place and, if a special meeting, the purpose or purposes in general terms, shall be mailed to the membership at least ten days prior to the meeting.

Section 4. At any meeting of eligible members, ten percent of the members entitled to vote, presented in person by ballot or by proxy, shall be a quorum for all purposes, including election of Directors,

Section 5. The President, or in his absence, a Vice-President, shall call meetings of the members to order, and shall act as chairman thereof.  The Secretary of the Club, if present, shall act as Secretary of all meetings of the members and, in his absence, the presiding officer may appoint a Secretary.

Section 6. At the annual meeting, or any other meetings, at which matters will be considered requiring approval by a majority vote of eligible members, every eligible member in good standing shall be entitled to vote either by ballot or by proxy.  Written notice as to the time and place of the meeting shall be mailed to each eligible member at least 10 days prior to the meeting.  The member shall vote for five Regular or Retired member candidates and two Associate member candidates, or properly fill in the proxy.  The ballot or proxy shall be returned to the Secretary of the Club to reach him before the time of the meeting.  Members attending meetings may cast their ballot in person.  Promptly when the polls are closed, the Secretary, together with the Tellers appointed by the Directors, will count the ballots and publish the results on the bulletin boards at Texaco Inc. buildings and at the Club.

Section 7. The order of business at the regular annual meeting of members shall be as follows:

Section 8. Regular meetings of the Board of Directors shall be held at its office in Houston as the Board may designate when Club business warrants Board consideration and action. The order of business at such meeting shall be as follows:

Section 9. Special meetings of the Board of Directors may be called by the President, or shall be called by the President on request of any four of the Directors. At least one day’s notice by telephone of the time and place of such special meeting shall be given to each Director.

ARTICLE IV – COMMITTEES

Section 1. There shall be seven standing committees, to be know as the:

And such other additional committees as the Board of Directors may create from time to time.  The President shall appoint these standing committees within thirty days after each regular annual meeting of the members.  The President, subject to the approval of the Board of Directors, may appoint special committees at any time.  The President may fill vacancies on committees occurring at any time.  The President shall be the ex-officio member of all committees.

Section 2. The Grounds Committee shall have general supervision of the grounds and golf course, subject to control of the Board of Directors.  It shall, from time to time, make recommendations for any changes, additions, or any improvements that, in their opinion, will improve the grounds and golf course.  Their recommendation shall be accompanied by an estimate of cost.  The Board of Directors will consider such recommendations and, if approved, the Manager of the Club will be directed how and when to proceed with the work.

Section 3. The House Committee shall have general supervision of the buildings owned by the Club, subject to the control of the Board of Directors.  It shall, from time to time, make recommendation for any changes, additions, or any other improvements that, in their opinion, will improve the buildings.  Their recommendation shall be accompanied by an estimate of cost.  The Board of Directors will consider such recommendations and, if approved, the Manager of the Club will be directed how and when to proceed with the work.

Section 4. The Finance Committee shall have general supervision of the Club’s finances.  It shall prepare budgets for the approval of the Board of Directors, quarterly comparisons, and keep the Board of Directors advised as to the monies available for the operation and necessary, or desirable, improvements at the Club, and, when directed by the Board of Directors, check the books of the Manager.

Section 5. The Membership Committee shall, from time to time, contact non-members and new employees for the purpose of familiarizing them with the purpose of the Club, the facilities and entertainment available with a view of having them become members.

Section 6. The Entertainment Committee shall have general supervision of all entertainment, subject to control of the Board of Directors.  It shall, from time to time, make recommendations to the Board of Directors for such entertainment as, in their opinion, will be of interest to the members.

Section 7. The Sports Committee shall have general supervision of all outdoor games, tournaments, and other events and prescribe such regulations as may be necessary for their proper conduct, subject to control by the Board of Directors.  It shall arrange games, tournaments, and any other sport events which, in their opinion, will be of interest to our members.  It shall arrange for the determination and publishing of the handicaps of the Club membership.

Section 8. The Legal and Tax Committee shall monitor and supervise the legal and tax requirements imposed upon the Club by Governmental authorities to keep the Board of Directors informed and in compliance with all applicable regulations.

Section 9. The Communication Committee shall have general supervision of all avenues of communication with the membership.  It has responsibility to insure that the membership is kept informed.  It shall, from time to time, issue a survey to measure the effectiveness of the methods being used and determine the preferred method of contact.  This Committee should also partner with the Manager to help identify the most effective publications or methods to contact prospective members

Section 10. Any other, or Special Committee, will function as directed by the Board of Directors.

Section 1. A membership in the Club shall consist of the following categories:

Providing however that the Board of Directors may, at any time, designate other categories of members.

Section 2. Active Employee members shall be employees of Texaco Inc., or any subsidiary or affiliate of Texaco Inc., except as hereinafter provided.

Should any Active Employee member cease to be employed by Texaco Inc., except by retirement under the retirement plan of such company or work in a Department, Subsidiary or Affiliate which is sold by Texaco Inc. and as long as they remain in the employ of such Department, Subsidiary or Affiliate, the right of such member to use the Club facilities shall be forfeited and there shall be no refund of any membership fee or dues previously paid.  If they so desire, they may immediately convert to an Associate Membership, paying the difference in membership fee and dues, providing their account is current.

In the event of death of a member in good standing and membership fee having been paid in full and dues in current condition, the surviving spouse, on application to, and approval by, the Board of Directors may retain the membership in the Club by continuing payment of dues as may be prescribed for the category of membership in effect, until the deceased member would, if living, have reached retirement age.  After this date the survivor will convert to a retired member paying the retiree membership dues for the respective category to which they qualify.

Section 3. Retired Employee Members shall be confined to Active Employee members who retire under the retirement plan of the Company or any of its subsidiaries or affiliates and who upon retirement from the Company, have their membership fee paid in full and dues in current condition.

Retired Employee membership may be transferred, in the case of death of a Retired Employee Member, to the surviving husband or wife on application to and approval by the Board of Directors, if membership fee is pain in full and dues are current.

Section 4. The number of Associate memberships shall be limited and may be increased by the Board of Directors.  The memberships shall consist of persons of good moral character. Associate members shall be entitled to all privileges of the Club including the right to vote and hold office on the Board of Directors. Associate memberships shall not be transferable, except from husband to wife, or from wife to husband, upon application to, and approval by, the Board of Directors, provided membership fee has been paid in full and dues are in current condition, and shall automatically terminate, without refund, upon resignation or being expelled from the Club or upon death of the member last surviving, husband or wife.

Section 4a. Associate members may qualify for the Retired Associate category provided they are retired, have reached they sixty-fifth (65th) birthday, have maintained an active membership for 24 consecutive months, and their account is current.

Section 5. The Board of Directors may, upon receipt of application, reinstate, if eligible, any former regular or retiree member who has permitted his or her membership to lapse, provided, however, that such applicant for reinstatement must first pay up to date all dues that they would have been liable for had they not permitted the membership to lapse; provided, however, that the total payment for reinstatement shall not exceed dues for one year.  The Board may permit this exemption if the membership has lapsed for over 12 full months. Any reinstated member will be given credit for all unused fees that have previously been paid on a membership.

Section 6. Each member shall be issued a membership card applying to his or her particular category of membership upon completion of payment of entrance fee in full.

Section 7. Members and their families shall be entitled to all privileges of the Club provided the same are exercised in conformity with the By-Laws and Rules of the Club.

A member’s family, within the meaning of this section, shall include his wife or her husband and children, under the age of 25, claimed as dependents for tax purposes.  Married children are subject to guest rules. Ineligible children may play as guests.  They may join as an Associate Member, without a waiting period, provided they request membership within six months of ineligibility.  Applications received after six months of ineligibility will be added to the Associate waiting list.

Section 8. Any Active Employee members who may be transferred to some point away from the Houston area, which would make it impractical to use the facilities of the Club, may, upon application in writing to the Club Secretary, have his or her dues suspended during such absence, provided it is for a period of three months or longer.  If the member’s absence from the Houston area is for a period less than three months, dues will not be waived.

After the member’s return to the Houston area, payment of dues shall immediately be resumed to keep the membership in current condition.  Failure of the member to notify the Club Secretary of their return will result in automatic lapse of the membership.  Reinstatement of the member will require payment of back dues as provided under Article V, Section 5.

Section 1. Active Employees shall pay an entrance fee and such dues and fees as the Board of Directors may fix from time to time.  The entrance fee may be paid in installments as designated by the Board of Directors.

Section 1. All employees of Texaco Inc., or any subsidiary or affiliate of Texaco Inc., shall be eligible for Active Employee or Retiree memberships.  All other memberships are subject to approval of the Board of Directors.  Voting by Directors for other than Active Employee and Retired employees shall be by ballot, if requested by a member of the Board.  The affirmative vote of a majority of the directors shall be sufficient to admit.

Section 1. Resignations must be presented in writing

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