SOBELOFF, Circuit Judge:

The issue presented by this appeal is whether the health and athletic facilities of the Young Men's Christian Association of Raleigh, Inc., are covered by Title II of the Civil Rights Act of 1964, 42 U.S.C. § 2000a et seq., which prohibits racial discrimination in places of public accommodation. That the lodging and eating operations of the Association are subject to the Act is uncontested.

Plaintiff, a 29-year old Negro Methodist minister, sought and was denied admission to the Men's Athletic Club of the Raleigh YMCA. Significantly, the only way an adult male can become a "member of the Y" is to be accepted as a member of the health or athletic club. Barring an applicant from membership in the health or athletic club not only denies him access to the sports facilities but also deprives him of all the incidents of YMCA membership. Upon being rejected as "insincere," plaintiff prosecuted this class suit on behalf of himself and others similarly situated, seeking an injunction against the racially discriminatory policies of the Raleigh YMCA.

Coverage under the Act seems manifest from the first two paragraphs of the statute. Section (a) requires that "All persons shall be entitled to the full and equal enjoyment of the goods, services, facilities, privileges, advantages and accommodations of any place of public accommodation." (Emphasis added.) Section (b)(1) classifies any establishment which provides lodging to transient guests as a place of public accommodation, subject to a narrowly-drawn exception not pertinent here. It is undisputed that the Raleigh YMCA provides lodging for as many as 120 transient guests and operates as well a coffee shop, civic meeting rooms and a chapel, which are, in the word of the YMCA, "for the use and benefit of the general public of Raleigh." It is equally undisputed that neither the plaintiff nor any other Negro is permitted to use the showers, steam rooms, exercise devices, basketball courts and swimming pool which are facilities of the same YMCA which provides rooms for transient guests.

The YMCA contends, and the District Court found, that the athletic and health facilities are separate and distinct from the sleeping accommodations which are available to all and the adjoining coffee shop which stands ready to serve to any member of the public food that has moved in interstate commerce. The alleged separateness stems from the fact that the segregated athletic and health facilities are located twenty-five to fifty feet from the lodging area in a connected building, which shares a single heating unit, common utilities and a unitary telephone service with the building that houses the transient guests.

As the District Court for the Northern District of Georgia aptly observed, since places of public accommodation differ markedly in their operations, "the factual determination from which the Court must decide that it [a public place] either is or is not within the class described in the Act must be made on the circumstances of each case." Willis v. Pickrick Restaurant, 231 F. Supp. 396, 399 (N.D.Ga. 1964). With constant awareness that the "essential purpose of the Act as reflected by both its language and history was to remove discrimination in places of public accommodation * * * with respect to all of the services rendered and operated within its physical confines * * *," Pinkney v. Meloy, 241 F. Supp. 943, 947 (N.D. Fla. 1965), we must examine the particular circumstances here to determine whether the Raleigh YMCA is a single establishment wholly covered by the Act by virtue of its admittedly public accommodations or whether the health and athletic facilities are indeed separate from the covered portions.

The building complex under review was begun as a single unit in 1958 on two adjacent lots which were bought simultaneously by the YMCA. Planned at the same time and financed from a common fund, including non-member contributions, the two adjoining buildings were completed and opened to their patrons in 1960. Since that time both structures have been under the general supervision of one authority, the Building Equipment Committee. The Community Building, twice as large as the sister Athletic Building, contains bedrooms, a coffee shop, public lounges, television viewing areas, a chapel and meeting rooms for classes and discussions. The Athletic Building, to which access may be gained either from the Community Building or from the street, houses the exercise facilities, swimming pool, gymnasium, lockers and showers. A shed-like breezeway permits people to go from one structure to the other without being exposed to the weather.

Administratively and economically, the Raleigh YMCA is operated as a completely integrated entity. Pursuant to a single constitution, there is one executive secretary who, together with his delegated staff, administers both buildings and all of the activities therein contained. One general budget commingles all funds and assigns appropriations for every operation in both buildings, and deficits in one area may be overcome by profits accrued in the other. In 1965, the year plaintiff sought admission, bedroom rentals totalled $95,395.44; coffee shop revenues were $106,069.73; and clubroom rentals aggregated $14,377.43. Expenses in the Community Building from which these revenues were derived amounted to $180,167.59, leaving a surplus of nearly $36,000. On the other hand, activities in the Athletic Building yielded only $135,683.42 against operating costs of $218,659.58. The deficit was made up by using the excess from the Community Building plus a substantial contribution from the United Fund. All of this led to the District Court's unimpeachable finding of fact that "the general administrative and financial operations of the defendant association are conducted as one unified operation." Despite its finding of this objective fact, the court went on to make the subjective finding that the activities in the two buildings are "regarded as separate and distinct operations." In precisely what manner, by whom and for what purposes they are so "regarded" is spelled out neither in the court's opinion nor in any portion of the recorded evidence. We are therefore unable to accept this unsubstantiated finding upon which so much of the District Court's opinion depends.

In its advertisements soliciting memberships, the YMCA indiscriminately blends the activities of both buildings. Thus, in the same circular, men are invited to participate in such "adult special interest courses" as skin and scuba diving, judo, chess, bridge and fine arts. The first two, of course, are conducted in the athletic building while the latter three take place in the Community Building. Similarly, women are invited to enroll in "scuba diving, bridge and dancing classes." No distinction is made in this offer to the public between the several enumerated activities, whether held in one building or the other. The same brochure, in that part which is aimed at attracting young boys, speak of "special religious and social programs," the former presumably to be held in the Community Building's chapel and the latter in the social areas of either the Community Building or the Athletic Building. Obviously, and most importantly, the activities in both buildings are inextricably intertwined in the successful promotion of the YMCA's avowed objective, "the building of Christian character in our community's youth." (Emphasis added.) Providing decent rooming and wholesome food is neither more nor less essential in achieving this aim than teaching good sportsmanship and athletic proficiency. Like the buildings in which they are housed, the various operations of the Y serve to complement each other in an effort to attain the common goal.

In light of the physical, administrative, financial and conceptual integration of all of the facilities of the Raleigh YMCA, we are constrained to hold that within the meaning and intent of the Civil Rights Act the entire operation is a single establishment. And since it is an establishment which in important part provides lodging for transient guests, it is covered by the Act and may not lawfully discriminate on racial grounds in purveying any of its facilities or accommodations.

No issue has been raised in the District Court or before us as to whether the swimming pool, gymnasium and exercise activities come under section 201(b)(3) of the Act which prohibits discrimination in "any motion picture house, theatre, concert hall, sports arena, stadium, or other place of exhibition or entertainment." (Emphasis added.) We do not adjudicate this but we note the Fifth Circuit's en banc statement in a case involving a violation of section (b)(3):

"* * * to allow an amusement park such as Fun Fair to open its doors to all and invite the patronage of the public generally and then permit it to exclude Negroes under the facts presented by this record would violate the clear purpose and intent of the quoted sections of the Civil Rights Act of 1964. One of the purposes of that legislation was to eliminate the inconvenience, unfairness and humiliation of racial discrimination." (Emphasis added.) Miller v. Amusement Enterprises, Inc., 394 F.2d 342 (4/23/68).

This language is no less apt in the instant case.

Section (b)(4) of the Civil Rights Act, upon which the defendant relies heavily, is not applicable in this case. Clearly envisioning a case having two wholly distinct "establishments," that section provides:

"(b) Each of the following establishments * * * is a place of public accommodation * * *

(4) any establishment (A)(i) which is physically located within the premises of any establishment otherwise covered by this subsection, or (ii) within the premises of which is physically located any such covered establishment and (B) which holds itself out as serving patrons of such covered establishment."

A typical example of the situation at which this section is aimed is a barbershop operated within a hotel but under separate management from the lodging establishment. In such a case, if the barbershop represented that it would service guests of the hotel, the barbershop would become a "covered establishment." We have seen that the instant case involves one completely integrated establishment; thus there is no need to find any "holding out," which the defendant contends is lacking in this case. We point out, however, that even if § (b)(4) were pertinent, the health and athletic facilities would still be covered. As we shall delineate in greater detail below, the health and athletic facilities are in practice fully available to virtually any white applicant. If any white person may upon payment of a fee utilize these contested facilities, it follows then that any white lodger in the YMCA may do likewise. In this respect, there undeniably is a holding out to some patrons of the admittedly covered establishment, thereby satisfying the requirement of § (b)(4). In other words, the holding out, though not addressed in terms to the lodgers, runs clearly to the white patrons of the covered establishment. Again we note however that § (b)(4), with its emphasis on situations where there are two distinct establishments, does not apply in this "single establishment" case.

The YMCA, assuming arguendo that its health and athletic facilities are covered by the Act, claims exemption by virtue of § 2000a(e), which provides that the duty to serve all persons equally "shall not apply to a private club or other establishment not in fact open to the public." The burden of proof rested upon the YMCA to substantiate its claim to private club status, see Kyles v. Paul, 263 F. Supp. 412, 416 (E.D.Ark. 1967). Upon investigation, its position is manifestly untenable.

It is true that the YMCA's health and athletic clubs have, and for many years before the passage of the 1964 Act have had, some of the trappings of a private club. There is an application blank for membership, a membership committee, a regularly recorded list of members, and substantial annual dues. In addition, membership cards are allegedly prerequisite to admittance to the Athletic Building. Examination, however, must go beyond these mere superficialities. As Senator Humphrey made clear in the floor debate over this exemption, "The test as to whether a private club is really a private club or whether it is an establishment not open to the public is a factual one * * *." 110 Cong.Rec. 13697 (1964). This thought was echoed by Senator Long, author of the provision, who said of it, "Its purpose is to make clear that the test of whether a private club * * * is exempt from Title II, relates to whether it is in fact * * * an establishment not open to the public." Ibid. (Emphasis added.) The fact here is that the Raleigh YMCA is a public establishment, open to any white individual who can afford the yearly membership rates which range from $30 to $100.

At the end of 1965, the YMCA had 2,696 members, approximately half of whom had joined in that year. Each November new members are sought in one concentrated public membership drive which is led not only by old members but also by civic-minded non-members. Neither the constitution nor any stated or unstated policy of the YMCA sets any limits on the size of the membership. Application is available to "any person of good moral character who subscribes to the Association's purposes." Although there is a membership committee, it is admitted that there are no prescribed or regularly used qualifications for membership and no particular rules or regulations governing the committee's activities. This fact is borne out by the application blank itself, which asks only for the name, address and church affiliation of the prospective member. Apparently no interview is held. Of 1300 applications from August, 1965, to September, 1966, only five were rejected. Over 99% of the white applicants were accepted; 100% of the Negroes were rejected. No white has ever been rejected as "insincere" as the Negro plaintiff was.

In determining whether an establishment is in fact a private club, there is no single test. A number of variables must be examined in the light of the Act's clear purpose of protecting only "the genuine privacy of private clubs * * * whose membership is genuinely selective * * *." 110 Cong. Rec. 13697 (1964) (remarks of Senator Humphrey). The first factor is the size of the organization and the open-ended character of its membership rolls. Most private clubs have limited membership, Bradshaw v. Whigman, 11 Race Rel.L.Rep. 934 (S.D. Fla. 1966), and easily articulated general admission standards. In Re Holiday Sands, 9 Race Rel.L.Rep. 2025 (Ohio Civ.Rights Comm. 1964). As one commentator observed, "Where there is a large membership or a policy of admission without any kind of investigation of the applicant, the logical conclusion is that membership is not selective * * *." Note, 62 N.W.U.L.Rev. 244, 247, n. 21 (1967). See also Note, 54 Geo.L.Rev. 915, 939 (1966). The YMCA, with no limits on its membership and with no standards for admissibility, is simply too obviously unselective in its membership policies to be adjudicated a private club.

In addition to this palpable non-selectivity, there is the undisputed fact that the health and athletic clubs hold no general meetings for their members. "Hardly can a club be a private association where the members do not meet together." 45 N.C.L.Rev. 498, 505 (1967). Lastly, and most revealingly, we note that more than 20 per cent of the operating funds for the allegedly private Athletic Building is provided by the United Fund. At oral argument, counsel for the YMCA candidly acknowledged that he knew of no other "private club" which is similarly financed by public contributions. Nor are we aware of any private club for which members are solicited by non-members.

Thus, despite a large and unlimited membership, the lack of any genuine selectivity (other than along racial lines), and the admitted substantial reliance upon public support and public financing through the United Fund, the Raleigh YMCA protests that it is a private club. The simplest and most compelling answer is that "serving or offering to serve all the members of the white population within a defined geographical area is certainly inconsistent with the nature of a truly private club." Note, 62 N.W.U.L.Rev. 244, 246 (1967). The "private club" defense in this case is patently unsupportable. The fact that the modus vivendi of the organization has been the same in past years and is not a recently devised subterfuge to circumvent the 1964 Act is irrelevant. As Senator Long stated, the force of the exemption "does not relate to whatever purpose or animus the organizers may have had in mind when they brought the organization into existence." 110 Cong. Rec. 13697 (1964).

We hold, then, that no part of the Raleigh YMCA is a private club but that the entire entity is a single establishment covered in all respects by Title II of the Civil Rights Act of 1964. Accordingly, we reverse the District Court and remand the case for the issuance of an injunction requiring the defendant to comply fully with the statute in the operation of its health and athletic facilites as well as in the sleeping and eating accommodations. Moreover, in accord with the Supreme Court's recent decision in Newman v. Piggie Park Enterprises, Inc., 390 U.S. 400, 88 S.Ct. 964, 19 L.Ed.2d 1263 (1968), the District Court will assess costs and reasonable attorneys' fees against the defendant.

Reversed and remanded with instructions.