By-Law #3.
By-Law #4.
By-Law #5.
By-Law #7.

BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of TORONTO ULTIMATE CLUB (the “Corporation”)

1. Paragraphs 17 to 21 of By-law No. 3 are hereby repealed as of the coming into force of this by-law. Such repeal shall not affect the previous operation of the repealed paragraphs 17 to 21 of By-Law No. 3 or affect the validity of paragraphs 17 to 21 of By-law No. 3 so repealed or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under, or the validity of any contracts or agreements made pursuant to paragraphs 17 to 21 of the By-law No. 3 prior to its repeal. All resolutions of the members of the Board or the former Executive Committee of the Board with continuing effect passed under the repealed paragraphs 17 to 21 of By-Law No. 3 shall continue to be good and valid until amended or repealed.
2. The remaining paragraphs of By-Law No. 3 presently numbered 22 to 43 are renumbered paragraphs 17 to 38 respectively to reflect the removal of paragraphs 17 to 21.
3. Amend the paragraph of By-Law No. 3 presently numbered 27 to delete a reference to the Executive Committee and stipulate that the President and Secretary shall be appointed by the Board from among the directors of the Corporation such that the amended paragraph will provide:

   “The officers of the Corporation shall be the President, one or more Vice-Presidents, the Treasurer, the Secretary and such other officers as the Board may determine duties for and appoint. The officers shall be appointed by the Board and the President and the Secretary shall be appointed from among the directors. The offices of President, Treasurer and Secretary shall be occupied by different persons. The General Manager, if there is to be one, may not concurrently hold another position on the Board.”

4. Amend all references to “Chairman” to “Chair” and “chairman” to “chair” in the paragraphs presently numbered 16, 34 and 35 of By-Law No. 3.
5. Remove references to the Executive Committee in other paragraphs of By-Law No. 3 and the paragraph that is presently numbered 34 will now provide that meetings of the Board may also be called by the Secretary such that the amended paragraph will provide:

   “The meetings of the Board shall be held at the call of the Chair, President or Secretary on at least forty-eight hours’ notice unless all directors not present waive notice thereof. The quorum at any meeting of the Board shall be no less than two-fifths the number of directors which constitutes the Board.”

6. Amend the paragraph presently numbered 32 to change the words “telecopier communications with members’ teams representatives“ to “telecopier or e-mail communications with TUC team representatives."

Effective Date

7. This by-law shall come into force when approved by the members and the Board in accordance with the Corporations Act (Ontario) and By-Law No. 3 shall be restated to reflect the amendments so approved hereby as at the date of approval.

ENACTED the 23rd day of September, 2006.

Thomas Meyer (President) Andrew Hunter (Secretary)

The foregoing By-Law No. 4 is hereby passed by the members of the Corporation.

DATED the 23th day of September, 2006.

Alison Fletcher (Chair) Renee Tratch (Secretary)