CONSTITUTION

1. DEFINITIONS in this Constitution the following expressions shall have the following meanings:

"the Club"	means CLUB AQUAMAR.
"the Committee"	means the body of persons appointed under Clause 11 hereof being the governing body of the Club.
the Company"	is New Marketing Development Limited a company incorporated in the Isle of Man whose registered office is at P.O. BOX 25, Clinch's House, Lord Street, Douglas, Isle of Man.
"the Constitution"	shall mean this Constitution and any amendments made in accordance with the provisions for amendment herein contained.
"the Deed of Trust"	means the deed of trust in the form annexed hereto or any similar document for the time being in operation.
"the Founders Members"	are the Company and the Management Company (as hereinafter defined).
"the Membership Certificate"	means the membership certificate in the form set out in the Schedule I hereto (or as near thereto as practicable) more particularly referred to in Clause 8 hereof and "Certificate" shall be construed accordingly.
"the Management Agreement"	means the contract for management services in the form annexed hereto and more particulary referred to in Clause 11.4 hereof and any similar document for the time being in operation.
"the Management Charge"	means the charge provided for under the Management Agreement.
"the Management Company"	is Holyday Development Limited a company incorporated in the Isle of Man whose registered office is at P.O. Box 25, Clinch's House, Lord Street, Douglas, Isle of Man as provided for in Clause 12 hereof and the expression "the Management Company" shall include such independent management company as may at a later date be appointed to perform the management duties referred to in Clause 12 of the Constitution.
"Members"	means the members from time to time of the Club including the Founder Members unless the context otherwise requires.
"the Ordinary Members"	means all Members of the Club other than the Founder Members.
"the Owning Companies"	means the companies the name of which are set out in Appendix 1 Schedule 1 of this Constitution each being the owners of Apartments and any other company or companies the shares of which are issued or transferred to the initial trustee (as set out in Clause 7.4 hereof)or its nominee with the agreement of the Founder Members and the Trustee to be held on the trusts declared in the Deed of Trust and "Owning Company" shall be construed accordingly.
"the Request for Transfer"	means the form on the reverse side of the Membership Certificate annexed hereto as referred to in Clause 15 hereof.
"the share Allotments"	means the allotments of all the authorised and issued capital in the Owning Companies listed in the Appendix executed by the directors of the Owning Companies in favour of the initial trustee (as set out in Clause 7.4 hereof) or as they may direct.
the Shares"	means all the authorised issued shares in the Owning Companies.
"Apartments"	means the apartments belonging to the Club at referred to in Clause 3 hereof and any other apartment or residential property in Spain from time to time vested in an Owning Company and "Apartment" shall be construed accordingly.
"the Appendix"	means Appendix 1 Schedule 1 which lists the Owning Companies ans Apartments as provided for in Clause 7.3 hereof, revised from time to time in accordance with the provisions of Clause 7.3 hereof.

Except where the context otherwise requires the words and phrases in this Constitution shall be construed in accordance with the Interpretation Act 1978 (U.K) and the headings in this Constitution shall be ignored.

2. NAME
The Club shall be called "CLUB AQUAMAR".

3. LOCATION OF THE CLUB
The main office of the Club shall be at Calle Teide S.N. Puerto del Carmen, Lanzarote, Canary Islands, Spain or at such other place as shall from time to time be determined by the Committee of the Club.

4. OBJECTS
The Club shall be a non-profit making Club whose object is to secure for its Members the ownership of exclusive rights of occupation of the Apartments for such specific periods in each year as shall be allocated to Members for the duration of the Club as hereinafter provided.

5. MEMBERSHIP
The Club shall consist of not more than two 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 the Company and the Management Company.

7. DUTIES OF MEMBERS AND APPOINTMENT OF TRUSTEE

7.1	The founder Members shall cause to be conveyed or otherwise transferred to the Owning Companies the legal title to the Apartments set out against their respective names in the Appendix hereto complete with all common rights and with such amenities, services, fixtures, fittings, equipment, furnishings, provisions and ustensils as they shall reasonably consider appropriate.
7.2	The Founder Members and the Trustee shall arrange for the Shares to be granted to an Independant custodian trustee ( hereinafter called "the Trustee") or as the Trustee may direct who will hold the same upon trust for the benefit of the Members upon the terms of the Deed of Trust.
7.3(A)	The founder Members and the Trustee shall maintain the Appendix to the Constitution setting out the names of the Owning Companies, and set against the respective names of the Owning Companies, the address of the Apartment(s) transferred to that Owning Company. The Appendix shall be in the draft form set out in Schedule One hereto (or as near thereto as circumstances permit)and shall be revised upon each occasion that further Owning Companies are constitued or further Apartments transferred to the Owning Company and each Appendix (or as the case may be, revised Appendix) shall be executed by the Trustee.
7.3 (B)	The Company shall specify the weekly commencement and termination day in respect of each Apartment upon procuring the transfer of the same to an Owning Company.
7.4	The initial Trustee shall be SIGMA TRUST COMPANY LIMITED whose registered office is at
7.5	The Deed of Trust at the first General Meeting of the Members duly convened and held in accordance with this Constitution be ratified and confirmed.

8. RIGTHS OF OCCUPATION
The Company shall procure that the Owning Companies engage in no trading activity whatsoever but shall keep the respective Apartment or Apartments free from any mortgage lien or encumbrance (nor do, suffer or permit to be done anything which might prejudice their rights of use and occupancy in the respective Apartments) and shall permit occupation thereof in accordance with the terms of this Clause as follows:

8.1	Not more than 51 Membership Certificates will be issued for each Apartment designated from1 to 51 inclusive and each Membership Certificate will entitle the registered holder thereof to occupy the Apartment to which it relates for the weekly period or periods referred to therein in accordance with the provisions of this Constitution for the duration of the Club.
8.2	Such Weely periods will be numbered from 1 to 52 with the weekly period numbered "2" beginning on the second weekly commencement and termination day (determined in accordance with Clause 7.3(B) of the Constitution) in each calendar year. Such periods shall commence on the weekly commencement and termination day (determined as aforsaid) specified in respect of that Apartment at 16.00 hours and shall end at 10.00 hours on the following weekly commencement and termination day.
8.3.	A Certificate covering more than one weekly period shall be deemed to be a series of separates Certificates, one for each weekly periods it covers, for all the purposes of this Constitution including ascertainment of voting rights and entillements upon termination.
8.4	The dates of the said weekly periods for the duration of the Club are set out in the Table of Weekly Periods annexed hereto as Appendix Three and any days unallocated to Members for weekly periods shall belong to the Company, provided that the Founder Members shall ensure that not less than seven days per annum are available for works of routine maintenance, cleaning and repair for each Apartment.

9. FIRST ISSUE OF MEMBERSHIP CERTIFICATES TO THE COMPANY
In consideration of the Company causing the Shares to be alloted to the Trustee or as the Trustee may direct the Company will initially be entitled to (and shall be liable in respect of) all the Membreship Certificates in respect of each Apartment listed in the initial Appendix attached as schedule One to this Constitution.

10. MEMBERSHIP

10.1	Any person (not being a minor) may 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 they shall both apply for membership.
10.2	No person or persons shall be registered as a holder or holders of a Membership Certificate or be entitled to the benefit thereof unless he or they shall be a Members or Members of the Club.
10.3	Both the Founder Members and the Committee shall have 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 Membership Certificates being granted in respect of the same Apartment and the same weekly period.
10.4	In the first instance the Company as initial holder of all Membership Certificates (as provided in Clause 9 hereof) shall issue to Members Membership Certificates and such other evidence of membership as shall from time to time determined by the Comittee. Thereafter Membership Certificates maybe transferred from current Members to 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 occurence of any of the following events : (i) the transfert of a Member's Membership Certificate subject to the tranferee becoming a Member of the Club; or (ii) the cancellation of a Member's Membership in accordance with the subsequent provisions of the Constitution; or (iii) termination of the Club in accordance with the provisions of Clause 18 of this Constitution provided always that termination as aforsaid shall be without prejudice to any person's rights in respect of a Member's liabilities arising prior to the said determination. prejudice to any person's rights in respect of a Member's liabilities arising prior to the said determination.
10.6	Any Membership Certificates not issued by the Company to Ordinary Members will belong to the Company as an Ordinary Member and it will be entitled to all the rights and privileges ans subject to all the liabilities of being an ordinary Member and Membership Certificate Holder provided that the company will not be subject to the obligations attached to any Membership Certificate retained by it in respect of Apartments (unless otherwise provided under the provisions of Clause 18) used for the purpose of maintenance and repair in any year provided that no more than six Membership Certificates in respect of each Apartment mays be retained for such purpose. Without prejudice to the foregoing the Company will be entitled to let out the Apartments to which such unissued Membership Certificates relate or otherwise to grant rights of occupation to third parties for the duration of the period of such unissued Membership Certificates.

11. APPOINTMENT OF COMMITEE AND POWERS

11.1	The 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 5 persons, three of whom shall be Ordinary Members of the Club and two of whom shall be nominated by the Company and may be Ordinary Members of the Club. The Committee shall meet as often as necessary and at least once every twelve months. Any two members of the Committee may call a Committee meeting 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 a majority of those members of the Committee present at the meeting in question. decisions of the Committee shall be on the basis of a majority of those present and in the event of an equality of votes, the Chairman shall have the casting vote. Three members of the Committee shall form a quorum. Proper minutes of the proceedings at Comittee meetings shall be taken and preserved.
11.2	The first members of the Committee will be elected at the first General Meeting of the Members of the Club which will take place on or before the 31st December 1993. The first Annual General Meeting of the Members will be convened by the Founder Members by notice in writing sent to every Member not less than twenty-height days before the date of such meeting. At the second Annual General Meeting of the Club and at each subsequent Annual General Meeting one member of the Committee shall retire and a new member thereof shall be elected. Retiring members may offer themselves for re-election. The order in which the first three members of the Committee retire shall be decided by drawing lots. Thereafter retirement of elected Committee members shall be by rotation each member retiring at the third Annual General Meeting to be held after their respective elections. The two Committee members nominated by the Company shall cease to be such on written notice being given to them by the Company and the Company shall then nominate a successor or successors to fill any vacancy or vacancies thereby created.
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 submitted in writing not less than twenty-eight days before the date of the Meeting if it is an Annual General Meeting or twenty-one days if it is a Special General Meeting by any Member. All nominees must be seconded by a Member : this may be done in writing prior to the Meeting itself from the floor. All nominees must be present at the Meeting.
11.4	The Comittee shall have 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 delegate to the Management Company hereinbefore referred to such of its power as may be appropriate to enable the Management Company to perform its functions. Until such time as the Committee shall have been constitued 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 the Management Company in the form annexed hereto for the management of the Apartments and the proper provision of the various amenities and facilities to be enjoyed by the Members and any other property of the Club. The founder Members on behalf of the Members thereof shall have power and agree to enter into the Deed of trust referred to in Clause 7 hereof.
11.5	Without prejudice to the generality of the foregoing the Committee shall have the following specifics powers: 11.5.1 At any time to appoint a Member to fill any casual vacancy amongst the elected members of the Committe occuring 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 unexpired portion of the period for which the Committee member whom he was so co-opted to replace would otherwise have been due to serve. 11.5.2 To make By-Laws at any time for the proper regulations of the Club and such By-Laws shall be binding on all Members. Such By-Laws shall not conflict with this Constitution and in the event of any apparent conflict the terms of this Constitution shall prevail. 11.5.3 To appoint such sub-committees as shall be necessary for the carrying on of the management of the Club. 11.5.4 At any time to cancel or suspend for a reasonable period of time the membership of any Member who in the reasonable opinion of the Committee shall have committed a substantial breach of the provisions of this Constitution or any By-Laws or Regulations hereunder or whose conduct in the opinion of the Committee shall be wholly unbecoming to a Member and who has not remedied the breach of conduct complained of within a reasonable time following a written request by the Committee for him to do so. Any such cancellation or suspension shall be ratified by the Members at the General Meeting next following the suspension taking effect. For the avoidance of doubt any disput or difference howsoever arising out of this Sub-Clause may be the subject of a reference to arbitration in accordance with Clause 21 below. 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 that the same becomes due for two successive years, shall be treated as having committed a substantial breach. 11.5.5 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 to the Management Company under the Management Agreement. 11.5.6 To appoint a Chartered Accountant being a Member of the Institute of Chartered Accountants of England and Wale as auditor to audit the accounts of the Club annually and to appoint lawyers and other professional advisers. 11.5.7 To agree the remuneration of the auditors, lawyers and any other professional advisers from time to time appointed or instructed by or on behalf of the Club (and the event of failure to agree the remuneration of theTrustee between the Founder Members and the Trustee) to agree the annual remuneration of the Trustee. 11.5.8 To bring, defend, agree to be joined, 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 Deed of Trust referred to in clause 7 and in the event of any such proceedings or claims relating to some only on the Members to bring, defend, agree to be joined, settle or compromise the same on behalf od such Members at their respective costs. 11.5.9 In the event of the determination of the appointement to the initial Trustee or of any Trustee subsequently appointed by or on behalf of the Club in accordance with this Sub-Clause to appoint another body or person as trustee of the property of the Club.
11.6	The Committee shall maintain or cause to be maintained a register of names and current addresses of Members of the Club indicating when they became Members and when, if appropriate they ceased to be members.
11.7	Without prejudice to the generality of the provisions of Clause 11.5.4 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 to the Company that person's Membership Certificate(s) ans each member hereby irrevocably agrees to appoint the Committee as Attorney for that purpose ansd shall immediately thereafter account for the proceeds hereof 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 this Constitution owning up to and including the date of transfer.

12. MEMBERS' LIABILITY FOR PAYMENT OF MANAGEMENT EXPENSES ETC

12.1

The Members of the Club shall contribute in accordance with the terms of the Management Agreement to all reasonable costs incurred by the Club including and without prejudice to the generality of the foregoing the reasonable cost of the following: 12.1.1 Maintenance, repair, decoration, cleansing, and (where necessary) repair of the Apartment's services and facilities provided by the Club for the benefit of the Members whether exclusive or in common with others entitled thereto. 12.1.2 Maintenance, repair and (when necessary) replacement of furniture, equipment, ustensils, provisions, furnishings, fittings and fixtures in or about or pertaining to the Apartments. 12.1.3 Insurance of the Apartments and the contents thereof for the full reinstatement cost and other insurance wether or not relating to the Apartments which the Committee or the Company shall consider necessary or appropriate, or the benefit of the Members. 12.1.4 The full amount of the rent payable by the Company or the Management Company (as the case may be) to the Member or Members of the Club in the event of the Company or the Management Company renting weekly periods from an owner or Owners in order to facilitate maintenance repair or reconstruction works, such rent to be calculated at the full market rate for the time being in force. 12.1.5 All outgoings incurred in respect of the Apartments including, rates contibutions to the community of property owners to which the Apartments belong and any income or other taxes or other charges or impositions whether of an annual or recurring nature otherwise. 12.1.6 All works and act which are required to be done to comply with any statutory provisions or the directions or notices of any governmental local or public authority. 12.1.7 Any reasonable Management Charges or any other charges whatsoever wich may be incurred in the management and preservation of the value of the Club's property and the running of the Club's affairs. 12.1.8 The establishment and maintenance of a sinking fund for the replacement of capital items oh the Club's property. 12.1.9 The establishment and maintenance of any reserve funds requested by the Trustee in accordance with Clause 13 of the Deed of Trust. 12.1.10 The fees and expenses of the Trustee and all other costs, expenses or payments to the Trustee under the Deed of Trust and the fees and expenses of the auditor lawyers and other professional advisers hereinbefore referred to. 12.1.11 Membership fees of any golf, tennis or other club pursuant to any arrangements made by the Founder Members or the Committee. 12.2.1 Each Member shall if so required by the Management Company permit the Management Company, or if so required, the Trustee on behalf of the Management Company, to collect the Management charge by means of a direct debit from the Member's bank or as the case may be to the bank and for that purpose on demand from the Management Company or the Trustee to supply full details of the Member's bank account and sign and deliver to the Management Company or as the case may be Trustee any necessary authorisation or mandates to the Member's bank. 12.2.2 Save insofar as the same may have been delegated by the Management Agreement hereinbefore referred to the Committee shall have sole discretion in deciding what monies should be spent for any of the foregoing purposes and when the same shall be expended. 13. CLUB'S POWERS The Club shall have the power: 13.1 To borrow money. 13.2 To grant securities and mortgages over it property. 13.3 To purchase, lease or otherwise acquire additional property and XXX 13.4 To sell, lease or otherwise dispose of or deal with the Shares its property or any rights over its property. PROVIDED THAT the foregoing powers shall be exercisable only upon a decision by not less than a two thirds majority of votes cast a General Meeting, and only upon the giving of written notice of such proposal to all Members and the Trustee of any such proposed action at least twenty-height days before the date of such meeting. 14. FURTHER OBLIGATIONS OF MEMBERS The Members of the Club shall automatically be bound by the terms and provisions of the Deed of Trust upon election to the membership and upon executios by the Member of a Membership Certificate such Member shall by the acceptance of this Constitution also be deemed to have accepted the obligations imposed on the Club and the Members by the provisions of the Deed of Trust. 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 Membership Certificate shall be transferred to a new or other Member of the Club and notwithstanding that his personal representatives mays not themselves be Members): 14.1 To vacate the Apartment to which his Membership Certificate relates at the expiration of the appropriate period of time in each year and no later. 14.2 At all times to observe the regulations relating to the occupation of the Apartments a copy whereof is annexed to this Constitution as Appendix Two and all variations, additions and amendments thereto made by the Committee. 14.3 To keep and maintain the interior of the Apartments and all of this contents to which his Membership Certificate relates in good and tenantable state and condition during the period of his occupancy and to pay or indemnify the Club against any damage, deterioration, or dilapidation (over and above fair wear and 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 or (during such time as the administration of the Club affairs may be delegated to it) the Management Company shall be the sole judge. 14.4 In the event of any repair or maintenance work to be carried out to the Apartment or its contents during the period of a Certificate holder's occupancy of the Apartment, to allow acces 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 wil be carried out with all due diligence and speed and will not save insofar as is reasonable interfere with Member's enjoyment of their occupation of the Apartments. 14.5 Not in any way to make alterations to the Apartment to which his Certificate relates or the contents thereof. 14.6 To pay for all telephone calls made in the Apartment occupied by him during his occupancy. The Management Company may demand a reasonable deposit against such charges. 14.7 To notify the Committee and the Management Company forthwith of any change in his permanent adress. 14.8 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. 14.9 Not to do anything which would make void or voidable the insurance of the Apartment and its contents or any other insurance for the time being in force and relating to the Apartment or which may operate to increase the premium payable in respect of any such insurance and to indemnity the Club and the Trustee against any increased or additional premium which by reason of any such act or default may be required for effecting or keeping up any such insurance and in the event of the Apartment or any other property as foresaid 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 any part of any act or default of such Member then and in every such case to pay forthwith to the Club or the Trustee or as directed by either of them (or in the case of a conflict in directions, by the Trustee) the whole or as the case may require a fair proportion to be conclusively determined by a surveyor to be appointed by the Club of the cost of rebuilding and reinstatement of the same as the case may be together with the whole or such portion as foresaid of the fees of such surveyor. 14.10 During such times as the administration of the affairs of the Club shall be delegated to the said Management Company to pay the Management Company at the times provided by the Management Agreement his due proportion of the Management charge (including where appropriate the advance Management Charge) provided for by the Management Agreement and further to pay upon demand any charge falling due under this Clause. In the event of any of the said sums not being paid by the due date of the Committee or the Management Company as the case may be shall be entitled to refuse the Member in question or any other person in his place occupation of the Apartment to which his Membership Certificate relates until all arrears have been discharged. 14.11 If any Member shall whish to sublet or grant rights of occupation of the Apartment to which his Membership Certificate relates for money or money's worth he shall give prior notice to the Management Company and the income derived from any such sub-letting or grant of rights of occupation shall be paid direct to the Management Company who shall thereafter account to the Member for the income after deduction of any tax which may be levied by the appropriate Spanish authorities as a result thereof.

15. TRANSFER OF MEMBERSHIP CERTIFICATE

15.1	Any Member may subject to the provisions hereof bequeath or agree to sell or otherwise transfer the rights to which he is entitled pursuant to a Membership in favour of a third party subject tu such third party becoming a Member of the Club and subject to the discharge of the Member's 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, trustee in bankruptcy or liquidator as the case may be, may agree to sell surch rights to a third party or to vest the same in a beneficiary subject to the third party or beneficiary becoming a Member.
15.2	In the event of a Member agreeing to sell or otherwise dispose of the rights vested in his pursuant to his Membership Certificate the Member or the personal representatives, trustee in bankruptcy or liquidator as the case may be shall deliver the relevant Membership Certificate to the Committee or the Management Company or their Lawyers with the form of Surrender and Request for Transfer endorsed thereon duly executed by such member, personal representatives, trustee in bankruptcy or liquidator (and stamped if necessary) and by the person to whim such rights are to be transferred or vested in and,upon production and satisfactory evidence of the transfer vesting or other devolution of such membership rights, and upon payment of the appropriate fee, the Committee or the Management Company shall within twenty-height days of such evidence being produced issue a new membership 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 shall be duly completed to register such transfer.
15.3	A reasonable fee may be charged for the registration of the transfer which fee may be revised by the Comittee or the Management Company from time to time. The current fee is £ 25.00 plus V.A.T. A member may also let the rigths of occupation of the Apartment to which the Certificate relates for the whole of part of the period to which his Membership Certificate relates subject to: (a) the provisions of Clause 14.11 hereof and (b) any requisite consent from the Spanish Authorities being previously obtained (and the Trustee in no way warrants that any such consent will be forthcoming) but provided that the Member will in any event during the period be primarily responsible for all the obligations incumbent on the holder of the Membership Certificate.

16. GENERAL MEETINGS OF THE CLUB

16.1	The Annual General Meeting of the Club shall be held at such place in England or elsewhere as the Comittee shall decide on such a date in each year as shall be determined but no so as to cause a period of fifteen 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-height days before the date of the Meeting together with the Agenda of the business to be conducted as such Meeting.
16.2	The Committee may and shall upon a request in writting from the holders of not less than ten per cent in number of the Membership 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.
16.3	Notices of Special and Annual General Meetings shall contain copies of the Agenda for such meetings and the exact wording of any resolution to be voted upon at the Meeting. No business other than specified in the Notices of Meeting and documents therein shall be considered at the Meeting.
16.4	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 weekly) period to which he is entitled under a Membership Certificate held and voting rights shall be exercised by way of a poll and not by a show of hands. Members will be entitled to appoint a proxy to vote in their stead. 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 otherwise than by the Committee at Any Annual or Special General Meetings of the Club shall be submitted in writing to the Committee not less than six weeks before the date of the Meeting if it is an Annual General Meeting or five weeks if it is a Special General Meeting and shall be signed by the proposer and the seconder. Any resolution involving a change in the Constitution shall require not less than a three-quarter majority of all votes cast. At all General Meetings of the Club the quorum shall be eight Members present in person or by Proxy and if such quorum is not present within half an hour from the time appointed for the meeting the quorum shall be reduced to six members 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 13 weeks of the General Meeting.
16.5	The instruments appointing a Proxy shall be in writing under the hand of the appointor or his attorney duly authorized in writting or if such appointor 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-height 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 not be treated as valid. No instrument appointing a Proxy shall be valid after the expiry of twelves months from its date.
16.6	Voting at all meetings of the Members including annual General Meetings and Special general Meetings shall be on the basis of the number of Membership Certificates held whether by Founder Members or otherwise. Where a Membership Certificate is owned jointly the vote of the first named joint owner on the Membership Certificate only shall be counted.
16.7	A resolution in writing signed by all the Members who would be entitled to receive 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 more of the Members of their attorneys and signature in the case of body corporate which is a member shall be sufficient if made by a director thereof or its duly appointed representative.
16.8	The Deed of Trust and Management Agreement shall be adopted and ratified by the Members at the first Annual General Meeting of the Club and notice of such ratification is to be given to the Trustee within seven days of the said ratification.

17. AUDIT

17.1

The financial year of the Club shall end on 31 december in each year or on such other date as the Committee may decide. The Committee or the Management Company as the case may be shall cause proper books of account to be kept with regard to : 17.1.1 All sums of money received and expended by the Club and the matter in respect of which such receipts and expenditure take place. 17.1.2 The assets and liabilities of the Club.

17.2

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 to the same date. Every balance sheet shall be accompanied by proper reports of the Committee and the auditor and the auditor and copies of such accounts balance sheets and reports shall not less than twenty-eight clear days before the Meeting be sent to all Members at their respective adresses.

18. TERMINATION PROVISIONS

18.1	The Club shall in the first instance continue in existence until 31 December 2071. The Club shall not more than twelve months nor less than six months prior to 31 December 2071 call an Extraordinary General Meeting of the Menbers at such place as the Committee shall determine in order to consider and vote upon a Special Resolution (as more particulary defined in Clause 18.2) providing for the Club's existence to be continued for a further term of eighty years with effect from 1st January 2072. Unless such Special Resolution shall be carried the Club shall be wound up and its assets deal with in accordance with the provisions of Clause 18.3 et seq.
18.2	For the purpose of the foregoing paragraph 18.1 a "Special Resolution" shall mean : (a) A resolution passed at a meeting of the Members duly convened by the Committee by notice (being written notice to the Club of not less than two calendar months) and being (b) A Resolution which is approved by not less than 70% of the Members entitled to vote (in person or by proxy) at such meeting convened in accordance with paragraph (a) hereof.
18.3	The sums realised pursuant to Clause 18.1 shall be distribued first in discharge of all liabilities in accordance with the provisions of any Deed of Trust and secondly in discharge of all other debts and liabilities of the Club.
18.4	The net assets (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 according to the number of Apartments comprising the property of the Club at the time of the resolution to wind up the Club.
18.5	The amount of the net assets apportioned to each Apartment as foresaid shall for the purpose of ascertaining the amount thereof to be distribued to each Member be divided into fifty-one equal units of value (each such unit being referred to in this Clause as a "Unit of Value") and then there shall be distribued to each Member or Founder Member (as the case may be) in respect of each of the said weekly periods to which he or she is entitled one Unit of Value.

19. USE OF MEMBERSHIP CERTIFICATES AS SECURITY

19.1	Any Member may mortgage, pledge or assign his Membership Certificate as security for any loan or advance in such event shall. (i) notify the Management Company with the name and address of the lender ("the lender") in the form from time to time required by the Management Company and (ii) deposit with the Trustee his Membership Certificate togeher with a true copy of thr mortgage pledge or loan agreement together with an acknowledgement by the Management Company of the notice referred to in (i) above, together with an authority from the Member in the form from time to time prescribed by the Trustee and (iii) Pay to the Trustee the fee form time to time prescribed by the Trustee.
19.2	In the event of the Trustee subsquently receiving a request in writing (a "transfer request") from the lender to that effect, the Trustee shall thereupon transfer the Membership Certificate as directed by the lender.
19.3	Until receipt by the Trustee of a transfer notice, the Member shall be entitled and shall be subject to all the rights and obligations appurtenant to the Membership Certificate save that the Member shall not be entitled to assign or transfer the Membership Certificate without first providing to the Trustee the consent in writing of the lender in the form from time prescribed by the lender.
19.4	The Trustee, the Founder Members, the Management Company and the Club are hereby jointly and severally conclusively indemnified by the Member and as a separate indemnity by the lender from and against any costs, claims and demands whatsoever arising out of compliance with a transfer request and without prejudice to the generality of the foregoing shall not in any way be concerned with any claims which the Member may have against the lender or which the lender may have against the Member.
19.5	The Trustee may require as a condition of effecting a transfer of a Membership Certificate, that prior to service of a transfert request, the lender shall procure any necessary consent from the Spanish Authorities and shall lodge width the Trustee such sum as the Trustee may require to cover the actual or contingent liability (if any) of the Trustee or the Owning Company in respect of any charge to Spanish taxation in relation to the transfer, together with sums sufficient to cover the costs of ascertaining and paying such tax.
19.6	The Trustee is hereby empowered to make such regulations and impose such conditions and prescribe such forms as the Trustee shall in his absolute discretion think fit in connection with the operation of the provisions of this Clause.

20. NOTICES

20.1	A notice may be given to any Member by sending it by post to the Member's address as appearing in the register. Any notice so sent by post shall be deemed to have been given on the second day following that on which the letter containing the same is posted, and in proving such service it shall be sufficient to prove that such letter was properly addressed, stamped and posted.
20.2	Service of a notice or document on any one of several joint Members shall be deemed effective service on the other joint Members.
20.3	Any notice or document sent by post or left as the registered address of a Member in pursuance of these presents shall, notwithstanding that such Member be then dead or bankrupt and whether or not the Club of the Management Company has notice of the death or Bankruptcy be deemed to have been duly served and such service shall be deemed a sufficient service on all persons in any way interested in or entitled in relation to any Membership Certificate in relation to Which the Member was entitled.

21. MISCELLANOUS< br /> 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 the appointed upon the application of either party to the Trustee.

22. PROPER LAW
This Constitution shall be governed and construed in accordance with the Laws of the Isle of Man.


IN WITNESS WHEREOF the Parties hereto have caused their Common Seals to be hereunto affixed this 1st day of November 1993.


THE COMMON SEAL of
NEW MARKETING DECELOPMENT LIMITED
was hereunto affixed in the presence of: