To get accepted as a member at the Palm Beach Country Club - founded by Jews during the 1950s when other clubs in the exclusive resort town were restricted - you have to be more than rich. You have to be a real mensch, a person of character.

And the way to prove that is to show that you contribute a fortune every year to charity.

Bernard Madoff passed that test long ago, something his fellow members have suddenly come to regret.

Prosecutors say Madoff preyed on club members, scamming them for millions of dollars and betraying the trust that is so valued inside the walls of the exclusive club.

Ninety-five-year-old Carl J. Shapiro, who thought of Madoff as a son and vouched for him with many fellow club members, told the Palm Beach Daily News that the revelations of Madoff's trickery were like a knife in the heart.

"I think people felt that way, that he was part of the family. That's even worse," says Richard Bernstein, who has insured the assets of several club members. "A lot of people knew him for a long time. They didn't just meet him yesterday."

Even by the princely standards of this barrier island resort, the reported $300,000 initiation fee at the Palm Beach Country Club is phenomenal. But people like Madoff can't just buy their way in. They must also prove themselves worthy.

Before a prospective member is admitted, they must demonstrate a history of annual charitable giving of at least the amount of that membership fee, says Palm Beach accountant Richard Rampell, who has many clients and friends at the club. And a substantial portion of that giving has to have been to Jewish charities, he says.

And, believe me, there are people there that can do that with ease, the Palm Beach man says. And that's sort of the common thread, common denominator for these people. They have to be philanthropic before they'll let them in.

At one time, Wall Street money man had been considered worthy of membership. His $19 million foundation gave to various Jewish and civic causes in New York and elsewhere.

In the end, the many millions allegedly swindled from country club members are a small fraction of the overall total. But the closeness of this community and the damage done to its charitable work make the betrayal here all the more shocking.

Situated on the Atlantic Ocean and sequestered behind high, immaculately trimmed hedges, the Palm Beach Country Club is a place born out of anti-Semitic prejudice.

The resort was built in 1916 by the Florida East Coast Co. on the site of a former gun club. It quickly became one of the most popular venues in Palm Beach.

Families with names like Whitney, Peabody and Hutton came to enjoy the ocean breezes and play the challenging 18-hole, Donald Ross-designed golf course.

Despite their wealth and accomplishments, the area's Jewish residents were not welcome at these Christian establishments. So in 1952, a group of investors purchased the club for a reported $1 million and redesigned the clubhouse with a slate roof and stucco exterior punctuated by rows of stately arched windows.

Among the founding members was Ukrainian-born cigar mogul Samuel Paley, father of media magnate William S. Paley. Turned down at other clubs, Irish Catholic Joseph Kennedy exacted a gleeful revenge, according to one author, when the club took him in.

Country clubs are famous as places where large business deals are worked out with a handshake on the sixth tee. Because of its history, Rampell says this kind of country club investing was especially prevalent along Ocean Boulevard.

Rampell first came in contact with Madoff's investment firm back in 1985, when one of his clients invested $5 million with the part-time Palm Beacher. As he recalled, the client was introduced to Madoff by Shapiro or a member of his family.

When the investment had grown to about $10 million, the client decided he didn't want so much of his net worth concentrated with just one portfolio manager, which is what Mr. Madoff was basically. So he began taking his income out at the end of every year.

"As I recall, it was around 17 or 18 percent back then," says Rampell. And so he would take out $1.7 million a year or whatever the amount.

Rampell says the client would ask for more every once in a while, just to check up on Madoff.

"He might say, 'I want $3 million or $4 million out,'" the accountant says. "And he'd always get his distributions timely and his redemptions timely. So there was never any indication that there would be any kind of problem with this."

Rampell once asked Madoff how he did it. The New Yorker gave an enigmatic reply: "I can make money when the market goes up. I can make money when the market goes down. I cannot make money when the market stays flat."

"It led me to believe he was doing some kind of day-trading," says Rampell. "And, of course, at the end of every year we'd get the client statements, and...he would always close out all the accounts, all the securities accounts, and just put all the money in Treasury bills at the end of the year. That's what he would always do. That's what the paper showed."

Over the years, the minimum investment with Madoff would grow from $1 million to $5 million to $10 million, Rampell says. As the returns stayed steady, Rampell says, a little bit of a mystique grew around Madoff at the club.

You had to know someone to invest. And all of the money was handled through individual accounts.

"It was almost like you were getting let into the club of investors, and everybody wanted to be in," says Rampell, who was offered, but never accepted, a chance to invest. "He was like, 'Oh, wow! You've got a Madoff account.'"

As it turned out, those who opted out of Madoff's exclusive club were the lucky ones.

According to prosecutors, Madoff told employees last week that his fund had been insolvent for years, and it was basically an elaborate Ponzi scheme, using money paid in by new investors to pay off others. The damage stretches around the globe, affecting individuals, banks and charities.

Perhaps nowhere was the concentration of loss - both financial and personal - greater than at the Palm Beach Country Club, not far from Madoff's $9.4 million home. Some reports say as many as a third of the club's 300 or so members had money invested with Madoff.

"I'm really beside myself because of all of this," Madoff investor Carol Feinberg Cohen, 80, a club member who has a home in the same guarded development as Carl Shapiro, told The Associated Press Wednesday in a brief telephone conversation.

Shapiro, who made his fortune in textiles, told the local paper he's known Madoff for nearly five decades. Madoff sat at the family table at Shapiro's 95th birthday party, traveled with him and even played with his great-grandchildren.

"I'll never believe this, what he did to people," Shapiro's wife, Ruth, told the paper. "Some are completely wiped out. They have nothing left. Nothing."

In the scandal's wake, Shapiro and his son-in-law, Robert Jaffe, say they are as much victims of Madoff as anyone else and trying to prevent the smear of his misdeeds from tainting their own reputations.

The Jaffes and the Shapiros were viewed as among Madoff's closest friends and were, therefore, asked to make introductions to Madoff, family publicist Carey O'Donnell said Wednesday in a statement issued to the AP. Neither Mr. Jaffee or Mr. Shapiro ever recruited investors on Madoff's behalf.

Rampell says none of his clients was wiped out financially. But he says they've lost something even more precious than money - their willingness to trust has been compromised.

"It's the Madoff maelstrom," he says. "I did hear a lot of people say, 'Yes. Madoff. He made off with all of our money.'"