Club By-Laws

ESSEX GOLF & COUNTRY CLUB BY-LAWS AS AMENDED TO MAY, 2021

ARTICLE I: DEFINITIONS

For the purposes of the by-laws, the following words or expressions shall have the following meanings:

“Act” shall mean the Corporation Act of Ontario or any successor statute;
a spouse of a member shall mean a person legally married to the member or a person designated by the member (and approved by the board) as a lifetime companion;
a child shall be a person with whom the member stands in the position of loco parentis, and who is under the age of 18 years, and who lives in the same residence as his or her parent, or is in full-time attendance at an educational institution; and
a family shall mean the member, and his or her spouse and children, and family members shall have the corresponding meaning;
any reference to entitlement to membership privileges or higher or lower membership privileges shall be construed to mean golfing or social privileges, or both, as the context may require; and
“special resolution” shall mean a resolution passed by the directors and confirmed by at least two-thirds of the votes cast at a meeting of the members duly called for that purpose.

ARTICLE II: MEMBERSHIP CLASSES

Membership shall be comprised of the following categories:

Resident Members;
Business Members;
Restricted Playing Members;
Social Members;
Intermediate Members;
Senior Members;
Junior Members;
Life Members;
Honorary Members;
Non-Resident; and
Spousal Members.

The categories of membership shall have the rights, privileges, restrictions, and conditions hereinafter set out.

ARTICLE III: RESIDENT MEMBERS

3.1 INTRODUCTION

Resident Members shall be classified into four different categories; namely, Resident Single Member, Unrestricted Family Resident Member, Restricted Family Resident Member and Limited Family Resident Member.

3.2 SINGLE RESIDENT MEMBERS

Resident Single Members shall be persons, admitted as such by the board of directors, who have paid the initiation fee fixed from time to time by the board of directors. A Single Resident Member shall be entitled to be present and to vote at all meetings of members of the Club, and to enjoy all social privileges of the Club. A Single Resident Member shall be entitled to unrestricted golf playing privileges.

3.3 UNRESTRICTED FAMILY RESIDENT MEMBERS

Unrestricted Family Resident Memberships shall be available to families, admitted as such by the board of directors, who have paid the initiation fee fixed from time to time by the board of directors, and in respect of which both spouses shall be entitled to be present at all meetings of the members of the Club, but in respect of which one spouse only shall be entitled to vote. For the category of Unrestricted Family Resident Members, both spouses shall be entitled to unrestricted golf playing privileges. The designated member and his or her spouse shall enjoy the social privileges of the Club. Junior golf membership dues and fees will apply to all children.

3.4 RESTRICTED FAMILY RESIDENT MEMBERS

Restricted Family Resident Memberships shall be available to families, admitted as such by the board of directors, who have paid the initiation fee fixed from time to time by the board of directors, and in respect of which both spouses shall be entitled to be present at all meetings of the members of the Club, but in respect of which only the designated member shall be entitled to vote. For the category of Restricted Family Resident Members, one spouse shall be entitled to be designated for unrestricted golf playing privileges, and the other spouse shall be entitled to such golf playing privileges as the board of directors may from time to time determine. The designated member and his or her spouse shall enjoy the social privileges of the Club. Junior golf membership dues and fees will apply to all children.

3.5 LIMITED FAMILY RESIDENT MEMBERS

Limited Family Resident Memberships shall be available to families, admitted as such by the board of directors, who have paid the initiation fee fixed from time to time by the board of directors, and in respect of which both spouses shall be entitled to be present at all meetings of the members of the Club, but in respect of which only one spouse shall be entitled to vote. For the category of Limited Family Resident Members, one spouse shall be entitled to unrestricted golf playing privileges, and the other spouse shall be entitled to such golf playing privileges as the board of directors may, from time to time determine, provided that the playing privileges of the spouse with restricted playing privileges shall be more restrictive than the playing privileges applicable to the spouse under the restricted family member category. The designated member and his or her spouse shall enjoy the social privileges of the Club. Junior golf membership dues and fees will apply to all children.

ARTICLE IV: BUSINESS MEMBERS

4.1 INTRODUCTION

Business Memberships shall be available to those corporations or other forms of business organizations (the “Business Entity”) actively conducting an eligible business or practice as defined by the board of directors. A Business Membership shall entitle the Business Entity to designate up to two persons (or such other number of persons as the board may from time to time determine), as designated players, or social status designates but those persons shall not be members of the Club in their own right. In order to be eligible for designation, such persons:

must be legitimately employed by or are associated with the Business Entity, and;
have been posted and approved by the board of directors and have complied with all normal membership enrolment protocols.

At the time of the application for membership by the Business Entity, the board of directors may, in its discretion, require that one or more of the persons designated by the Business Entity from time to time to hold Club privileges personally guarantee payment of accounts of the Business Entity. The persons designated as players by the Business Entity shall be entitled to be present and to vote at all meetings of members, and shall be subject to the same dues, assessments, fee structure and house minimums as a Single Resident Member. The Business Entity may at any time and from time to time replace a person designated, subject always to posting, board approval and compliance with all normal membership enrolment protocols. In the event a person designated is replaced, and the replacement is approved, a transfer fee in an amount to be determined from time to time by the board of directors shall be payable as a pre-condition to the admittance of the person designated for replacement.

4.2 BUSINESS SINGLE PLAYERS

Subject to the foregoing, Business Single Player status shall be available to persons designated by the Business Entity and admitted as such by the board of directors, and in respect of whom the initiation fee fixed from time to time by the board of directors has been paid. A Business Single Player shall be entitled to be present and to vote at all meetings of members of the Club, and to enjoy the social privileges of the Club. A Business Single Player shall be entitled to unrestricted golf playing privileges.

4.3 UNRESTRICTED BUSINESS PLAYERS

Subject to the foregoing, Unrestricted Business Player status shall be available to members of families of Business Single Players, admitted as such by the board of directors, and in respect of whom the initiation fee fixed from time to time by the board of directors has been paid. For the category of Unrestricted Business Players, both spouses shall be entitled to unrestricted golf playing privileges, and the children of Unrestricted Business Players shall be entitled to such golf playing privileges as the board of directors may from time to time determine. All family members shall be entitled to enjoy the social privileges of the Club. Both spouses shall be entitled to be present at all meetings of the members of the Club, but only the spouse designated by the Business Entity to hold membership privileges shall be entitled to vote.

4.4 RESTRICTED BUSINESS PLAYERS

Subject to the foregoing, Restricted Business Player status shall be available to the members of families of Business Single Players, admitted as such by the board of directors, and in respect of whom the initiation fee fixed from time to time by the board of directors has been paid. For the category of Restricted Business Player, the person designated by the Business Entity to hold membership privileges shall be entitled to unrestricted golf playing privileges, and his or her spouse shall be entitled to such golf playing privileges as the board of directors may from time to time determine. Both spouses shall be entitled to be present at all meetings of the members of the Club, but only the spouse designated by the Business Entity to hold membership privileges shall be entitled to vote.

4.5 LIMITED BUSINESS PLAYERS

Subject to the foregoing, Limited Business Players status shall be available to the members of families of Business Single Players, admitted as such by the board of directors, and in respect of whom the initiation fee fixed from time to time by the board of directors has been paid. For the category of Limited Business Players, the person designated by the Business Entity to hold membership privileges shall be entitled to unrestricted golf playing privileges, and his or her spouse shall be entitled to such golf playing privileges as the board of directors may from time to time determine. The playing privileges of the spouse with restricted playing privileges shall be more restrictive than the playing privileges applicable to the spouse in the restricted business player category. Both spouses shall be entitled to be present at all meetings of the members of the Club, but only the spouse designated by the Business Entity to hold membership privileges shall be entitled to vote

ARTICLE V: RESTRICTED PLAYING MEMBERS

Restricted Playing Members shall be persons, admitted as such by the board or directors, who have paid the initiation fee, if any, fixed by the board and who pay such dues as may be fixed from time to time by the board. Such member shall be entitled to enjoy for only herself or himself the social and restricted golfing privileges of the Club. Such member shall be entitled to be present and to vote at any meeting of the members of the Club.

ARTICLE VI: SOCIAL MEMBERS

Social Members shall be persons, admitted as such by the board of directors, and shall enjoy all the privileges of the Club except golf (other than as may be prescribed from time to time by the board of directors), and who have paid the prescribed initiation fee fixed by the board of directors. A Social Member shall also pay such dues as may be fixed from time to time by the board. Social Members shall be entitled to be present and to vote at all meetings of the members of the Club. A spouse of any member is; ipso facto, entitled to all the social privileges of the Club.

ARTICLE VII: INTERMEDIATE MEMBERS

7.1 INTRODUCTION

An Intermediate Member is a member between the age of eighteen (18) years of age and thirty-three (33) years of age. The Intermediate Member shall pay such initiation fees and dues as may be fixed by the board from time to time. The spouse of an Intermediate B or C Member shall enjoy social privileges and in addition those restricted or unrestricted golfing privileges as may be prescribed by the board of directors from time to time. An Intermediate B or C Member and his or her spouse are both entitled to be present at all meetings of members of the Club, but only one of the two of them may vote.

Intermediate members shall be classified into four different categories; namely Intermediate A, Intermediate B, Intermediate C and Intermediate Student.

7.2 INTERMEDIATE A

An Intermediate A category member is a person who is age eighteen (18) years to twenty-five (25) years inclusive. Such member shall enjoy such social and restricted golfing privileges of the Club as the board may determine from time to time and shall have no vote.

7.3 INTERMEDIATE B

An Intermediate B category member is a person who is age twenty-six (26) years to twenty-nine (29) years inclusive. Such member shall be entitled to enjoy restricted golfing privileges and enjoy all social privileges of the Club. Such member shall be entitled to be present and to vote at all meetings of the members of the Club.

7.4 INTERMEDIATE C

An Intermediate C category member is a person who has attained the age of thirty (30) years. Such member shall be entitled to enjoy the same golfing and social privileges as a Resident Single Member. Such member shall be entitled to be present and to vote at all meetings of the members of the Club.

7.5 INTERMEDIATE STUDENT

An Intermediate Member who is in full-time attendance at an educational institution may apply to the board of directors for Intermediate Student status. If granted, Intermediate Student status will terminate on the date the member ceases to be a full-time student or upon the member's thirty-third (33rd) birthday, whichever first occurs. An Intermediate Student member shall pay such dues and shall be subject to such restrictions as to golf play and otherwise as may be imposed from time to time by the board of directors. An Intermediate Student member shall not be entitled to be present at or to vote at any meeting of members of the Club.

ARTICLE VIII: SENIOR MEMBERS

A Senior Member shall be either a Resident Member, a Restricted Playing Member or a Social Member who has reached the age of sixty-five (65) years and has been a member or designated player (as the case may be) of the Club for at least a total of thirty (30) years. Senior Membership will be based on the class of membership held at the time that the application for Senior Membership is made, and a Senior Member will be designated as one of Senior Resident, Senior Social or Senior Restricted Playing Member. A Senior Member shall have all of the same privileges of the Club to which he or she was entitled by virtue of the class of membership held immediately prior to the reclassification as a Senior Member. Senior Membership shall become effective at the end of the month in the year during which such member becomes eligible for Senior Membership. In the event that a member dies prior to attaining this qualification and the spouse of such member continues a membership in the Club, then the combined (but not concurrent) number of membership years of the deceased member and the spouse shall be used toward the qualification. Senior Members will be required to pay such dues and assessments as may be fixed from time to time by the board. A Senior Member shall be entitled to be present and to vote at any meeting of the members of the Club.

ARTICLE IX: JUNIOR MEMBERS

A Junior Playing Member or a Junior Social Member is one who has attained the age of eight (8) years but who has not attained the age of eighteen (18) years at the date of his or her application for membership, and who is the child of a Resident Member, a Business Member, an Intermediate B Member, an Intermediate C Member or Social Member of the Club in good standing. The sponsoring member of such Junior Member shall provide a written undertaking to be responsible to the Club for all debts which the Junior Member may incur and all damage to the Club property which may be caused by such Junior Member. Children, one of whose parents was a Resident Member, an Intermediate B Member, an Intermediate C Member or Social Member at the time of his or her death, may be admitted to Junior membership upon providing the financial undertaking of a Resident Member, an Intermediate B Member, an Intermediate C Member or Social Member in good standing. Likewise, a Junior Member may continue as such after the death of his or her parents provided, he or she pays the appropriate dues and otherwise complies with the rules and restrictions applicable to a Junior Member. A Junior Member shall have no voting privileges. A Junior Member shall pay such initiation fees and dues as may be fixed by the board from time to time.

The rights and privileges of Junior Members are subject to such restrictions as from time to time may be made by the board. Upon the last day of the month in the year in which a Junior Member attains the age of eighteen (18) years, the Junior membership shall be transferred to Intermediate membership unless such Junior Member has made a request to become either a Non Resident Member or Social Member.

ARTICLE X: LIFE MEMBERS

To be eligible for Life membership, a member must be at least 65 years of age and have been a member of the Club for at least a total of forty (40) years.
For the purpose of this Article, years as a member of the Club shall be calculated and accumulated as follows:

Each year as a Resident member shall count as one year towards the required forty (40) total years
For members who joined Essex after January 1, 2012, a year of membership in any other category of membership will count fractionally toward the required forty (40) total years as follows:

Junior .25 years
Non-Resident .25 years
Intermediate .50 years
Social .50 years
Restricted Play .75 years

If a member dies prior to qualifying for Life membership and the spouse of such member continues a membership in the Club, then the combined number of non-concurrent qualifying years of the deceased member and the spouse shall be combined to determine the forty (40) total year requirement.
Life membership eligibility shall be subject to approval by the board of directors and Life members shall be subject to such annual dues, assessments, levies and terms and conditions as the board of directors may determine from time to time.
Except as provided elsewhere in the By-Laws, a Life member shall have all of the same privileges of the Club and restrictions as the member was entitled to or subject to by virtue of the lowest class of membership held by the member during the five (5) year period prior to reclassification as a Life member.
This five (5) year period rule shall not apply to a member who transferred from a Resident or Senior class to Social for medical reasons attested to in writing by a qualified physician that prevented the member from exercising the playing privileges of a Resident or Senior member.
No person who becomes a member of the Club on or after May 1, 2022 shall be eligible for Life Membership.

ARTICLE XI: HONORARY MEMBERS

Honorary Members shall be persons, admitted as such by the board of directors, in recognition of important or distinguished services. Such member shall not be entitled to be present or to vote at any meeting of members of the Club, but shall be entitled to such golfing and social privileges as the board of directors may from time to time determine.

The spouse of an Honorary Member shall enjoy the same golfing and social
privileges to which the Honorary Member is entitled.

ARTICLE XII: NON-RESIDENT MEMBERS

Persons whose residence and primary place of business are both outside of a radius of one hundred and sixty (160) kilometers from the Club may upon application to the board be granted the membership classification of Non-Resident Membership. Non-Resident Members shall not be entitled to be present or to vote at any meeting of the members of the Club. The spouse of a Non-Resident Member who is not a member in her or his own right, may, upon application, and subject to posting and board approval and compliance with all normal membership enrolment protocols, have the same privileges as his or her spouse. Posting may, however, be waived by the board in the case of applicants whose spouse held membership as of August 1, 1996, and they shall have such playing privileges as the board of directors may from time to time prescribe.

Non-resident Memberships shall automatically expire and terminate when a member establishes a residence or place of business within the radius of one hundred and sixty (160) kilometers of the Club. Any person admitted to Non-Resident Membership and moving within a radius of one hundred and sixty (160) kilometers of the Club who has not held a prior membership may, subject to the approval of the board of directors, be admitted to membership on payment of the difference in initiation fees between the membership category so selected and Non-Resident Membership initiation fees paid. The former ninety-six (96) kilometer limit will continue to apply to those members who established their membership status prior to April 1st, 1983, and who have maintained continuous membership.

ARTICLE XIII: SPOUSAL MEMBERS

A Spousal Member is the spouse of a member, recognized and admitted as such by the board of directors, at the instance or upon the application of the member spouse. A Spousal Member shall pay such annual dues as may from time to time be prescribed by the board, and shall be entitled to such golfing privileges as the board may from time to time determine. Upon the death of the spouse of the Spousal Member, the Spousal Member shall (without payment of initiation fees), but subject to the approval of the board, be entitled to assume the membership class corresponding to the membership class last enjoyed by the deceased spouse.

ARTICLE XIV: TRANSFER OF MEMBERSHIP

A member who marries a member of the Club or whose spouse becomes a member of the Club may request that his or her membership be held in abeyance and he or she may enjoy the spousal privileges associated with the spouse’s membership. In the event the said spouse should resign, die or the marriage is dissolved by divorce or annulment, the membership being held in abeyance may then upon application be reinstated.
A member may apply in writing to the board of directors to be allowed to transfer her or his membership from one type of membership category to another, and the board of directors may allow such transfer upon such conditions, not contrary to the bylaws, as the board of directors may deem appropriate.

ARTICLE XV: TRANSFER OF PLAYING PRIVILEGES FOR SPOUSES

Upon application and subject to such conditions as the board of directors may impose, the golf playing privileges held by a member may be transferred to the member’s spouse, and the golf playing privileges of the member’s spouse, if any, may be transferred to the member.

ARTICLE XVI: DEATH OF A MEMBER

In the event of the death of a member, the board may grant to the surviving spouse membership without fee, if he or she is not otherwise a member in his or her own right. The surviving spouse may be admitted to a class corresponding to the deceased’s spouse’s membership class at the time of his or her death, or, should he or she prefer, any lower class for which he or she is eligible.

ARTICLE XVII: DIVORCE OF A MEMBER

In the event that the marriage of a member and the spouse, who is not otherwise a member in her or his own right, is dissolved by divorce or annulment, or the member and the spouse are living separate and apart with no intention to reconcile, and the member (within 12 months of the date of separation or of the marriage dissolution) submits her or his resignation as a member of the Club, the board of directors may allow the separated or former spouse of the member to apply for membership in the Club in the appropriate membership category corresponding to that held by the former member at the date of separation or the date of the dissolution of the marriage. The said spouse shall be entitled to membership without payment of an initiation fee or, if the former member had not completed payment of her or his initiation fee, with the payment of such initiation fee or the instalments thereof as the board of directors shall determine. The date of membership shall be established as the date the application is approved by the board.
In the event that the marriage of a member and the spouse, who is not otherwise a member in her or his own right, is dissolved by divorce or annulment, or the member and the spouse are living separate and apart with no intention to reconcile, and the member retains her or his membership in the Club, the board of directors may allow the separated or former spouse ( within 12 months of the date of separation or of the marriage dissolution) to apply for membership in the Club in the appropriate category corresponding to that held by the member at the date of separation or the date of the dissolution of the marriage. The separated or former spouse shall be required to pay only fifty percent (50%) of the applicable current initiation fee, less credit for any initiation fee already paid by her or him for restricted or unrestricted golfing privileges. The date of membership shall be established as the date the application is approved by the board.”

ARTICLE XVIII: FORMER LADY MEMBER PROVISION

Any Lady Member who is married and whose husband thereby acquired a membership during the period 1960 through 1993, will be considered to have placed her membership in abeyance at the time of marriage and may have her membership reinstated should the husband resign, die, or the marriage be dissolved. Spouses of Lady Members who gained membership through marriage to a member during the period 1960 through 1993 and who have paid no initiation fee at the time of marriage may retain their membership subject to payment of such fees as set by the board of directors from time to time.

ARTICLE XIX: ADMISSION OF MEMBERS

19.1 NOMINATION

All applications for membership shall be submitted to the board of directors in writing, and shall be signed by the applicant, using the form of application provided by the Club for that purpose, and the application shall be endorsed by a proposer and a seconder who are members in good standing (other than Honorary, Junior Members or the Business Members or individuals holding privileges under the Business Membership). The applicant shall be introduced to the Membership Committee at a Membership Committee meeting, and the Membership Committee must approve the application. If the Chair of the Membership Committee shall deem it appropriate, the Chair or his designate may personally meet with the applicant in lieu of the applicant attending a formal meeting of the Membership Committee, but this does not alleviate the requirement for the Membership Committee to approve the application. If approved for membership by the Membership Committee, the application shall be endorsed by the Membership Committee Chairperson and Vice- Chairperson (or their designates from the Membership Committee). Payment must accompany each application in the amount of the initiation fee in effect for the class of membership applied for, or the initial instalment therefor as provided by the schedule of fees and dues then in effect.

Where an applicant is unknown to any member, the General Manager and Membership Committee Chairperson may opt to bypass the procedure of endorsement by a proposer and seconder. After completing a 10-day posting and a review of the potential applicant to validate good standing, the individual may be introduced to the Membership Committee.

19.2 POSTING

No one shall be admitted as a member by the board of directors until his nomination shall have been posted in the Clubhouse for at least ten days.

19.3 NOTIFICATION

After an applicant’s nomination for membership has been approved by one of the chair or vice chair of the Membership Committee, and has been posted for at least ten (10) days, and no objection to such application deemed substantial by the board of directors has been received, and if the board of directors has not had an opportunity to consider such application, the General Manager may issue the applicant an “Interim Membership Card”, and the applicant shall (pending final review of the application by the board of directors) be entitled to the full use of the Club in accordance with the class of membership for which application was made.
Upon consideration by the board of directors of the application for membership, the board of directors may dispose of the application by declining the same or by granting initial approval of the application, or by making such other disposition of the application as to the board of directors may deem advisable. Upon approval of the application by the board of directors, the secretary shall notify the applicant of his election to probationary membership in the class of membership applied for, and shall require the applicant to remit the dues then payable in the same manner as if Interim Membership was granted. The applicant shall thereupon be considered to be a Probationary Member for a period of ninety (90) days and at any time during the said ninety (90) day period, the board of directors may revoke the membership of such Probationary Member. In the event that the board of directors does revoke the membership of such Probationary Member, the Club shall refund to such person the amount of initiation fee paid by him together with any dues paid for any unexpired period less any charges that may be owing by such person to the Club. If the board of directors takes no action to revoke the membership of the Probationary Member within the aforesaid ninety (90) days, such membership shall be deemed to be permanent. The same protocol shall apply mutatis mutandis, to an Interim Membership.

19.4 ACCEPTANCE

Members by acceptance of their membership agree to be bound by all by- laws, rules, and regulations now or hereafter in force.

ARTICLE XX: RESIGNATION AND REINSTATEMENT

20.1 RESIGNATION

Resignation of membership shall be by notification in writing addressed to the secretary and shall be submitted to the board of directors at its next ensuing board meeting. The acceptance of the resignation shall be without prejudice to the Club to enforce the liability of the resigning member for all monies owing to the Club including current monthly dues for the month in which the resignation was tendered. The board may defer acceptance of the resignation until such time as all monies owing to the Club by the member have been paid and failing such payment may instead proceed with the suspension or expulsion of the member.

20.2 REINSTATEMENT

A member who has resigned from the Club and whose resignation was accepted by the board of directors may apply for reinstatement only during the ten (10) year period immediately following resignation. Reinstatement shall be to a class of membership in the Club with membership privileges no higher than the privileges of the class of membership held for the longest period of time during the twelve (12) month period prior to resignation, and the member must remain in that category for a period of twelve (12) months following reinstatement unless that member was required to move to social from another category for health/medical reasons confirmed by a note from a physician at the time of transfer to social. Provided, if age disqualifies the member at the time of reinstatement for such membership classification, an application may be made to a higher classification. Such member may be reinstated by the board of directors upon payment of a reinstatement fee equal to 25% (where application for reinstatement is made within five (5) years of resignation), or 50% (if application for reinstatement is made more than five (5) years and less than ten (10) years of resignation), of the initiation fee existing at the time of the application for reinstatement, together with all capital improvement or assessment charges imposed subsequent to the date of resignation up to the date of the application for reinstatement. The reinstatement fees and capital assessment levies otherwise due upon application for reinstatement, may in the discretion of the board of directors be waived. A reinstated member’s number of membership years shall exclude the period between resignation and reinstatement.
Notwithstanding the foregoing a person who has resigned from the club prior to August 1996, may make application for reinstatement at any time after August 1, 1996 upon payment of a reinstatement fee equal to 50% of the initiation fee existing at the time of the application for reinstatement, together with all capital improvement or assessment charges imposed in the 10 years immediately preceding the date of the application for reinstatement.

ARTICLE XXI: INITIATION FEES AND DUES

21.1 INTRODUCTION

The various classes of members shall pay to the Club such dues, and at such times as may be determined by the board of directors from time to time.

21.2 INITIATION FEES

The initiation fee payable by the various classes of members shall be as determined from time to time by the board of directors, provided:

(subject to paragraph 20.2 (b), the initiation fee of a lower membership category held by a member shall apply as a credit against the initiation fee of a higher category of membership when transferring to such higher category of membership. For example, Resident to Restricted Family Resident, Social to Resident, Non-Resident to Resident; and
except in the case of a Junior Social Member, no further initiation fee is payable if a Junior Member is transferring to Intermediate Member. Similarly, no further initiation fee is applicable if an Intermediate Member who has paid an initiation fee as a Junior or as an Intermediate Member is transferring to a higher category of Membership.

21.3 PAYMENT OF ACCOUNTS

Prescribed dues and any other indebtedness to the Club shall be due and payable no later than the last business day of the month in which the account for same has been mailed to the member at his address of record with the Club. Any amounts unpaid on the last business day of the said month shall be considered delinquent. If the account has not been paid by the last business day of the following month, a first notice will be mailed to the member’s address of record with the Club advising of the delinquency and that failure to make payment in full within fourteen (14) days of this notice will result in an automatic suspension. If the account has not been paid in full within the said fourteen (14) days, a second notice will be mailed to the member’s address of record advising of the member’s suspension. Overdue accounts will be subject to an administration charge.
The names of members suspended pursuant to the foregoing article shall be submitted to the board of directors at a regular board meeting, for such further action as the board deems necessary or appropriate.

ARTICLE XXII: SUSPENSION & EXPULSION OF MEMBERS

The board of directors may at any time suspend or expel from membership any member whose conduct it deems improper and such action shall be final and conclusive provided:

the member has received due notice of the meeting at which his or her suspension or expulsion is to be considered, and has been advised of his or her right to be present with a representative or agent, and has been afforded an opportunity at such meeting of defending or answering the allegations of his conduct for which his suspension or expulsion is being considered;
the vote of a majority of the board of directors present is required to affect such suspension or expulsion;
if at any time, within one month after the expulsion of a member a Special General Meeting of the Club shall be requested by thirty Resident Members in writing, addressed to the Secretary, such meeting shall be called forthwith and an appeal thereat may be taken from the decision of the board of directors, and the member may be reinstated by an affirmative vote of two-thirds of the members present in person or by proxy and entitled to vote;
a member who has been suspended from the Club for any reason may be reinstated upon written application to the board of directors subject to such terms or conditions as the board may in its discretion impose; and
a member who has been suspended or expelled from the Club shall have no club privileges nor entitlement to nor any claim upon the Club or its directors for the repayment of any initiation fees, dues or any other monies whatsoever.

ARTICLE XXIII: DIRECTORS AND OFFICERS

23.1 NUMBERS AND POWERS

The government and management of the Club shall be vested in the board of directors, consisting of 9 persons. All members of the board shall be deemed to be directors within the meaning of the Act, and shall be vested with all the powers of directors contained in the Act. In exercising its powers, the board shall follow the rules of natural justice and procedural fairness.
The persons eligible to be elected to the board of directors are as follow:

Resident Members;
the spouse of an Unrestricted Family Resident Member provided the spouse is designated to vote;
Senior Members; and
Intermediate C Members, provided that only one Intermediate C Member may be eligible to fill a board position at any time or for any term.

For clarification, no other categories of members shall be eligible for election to the board of directors, other than Resident Members, designated spouses of Unrestricted Family Resident Members, Senior Members and Intermediate C Members. Furthermore, a Life Member or a member who is eligible to transition to Life Member status during his or her term if elected is not eligible for election to the board of directors.

23.2 INCREASE OR DECREASE

The number of directors may be increased or decreased by special resolution.

23.3 ELECTION

Not less than two-thirds of the members of the board of directors shall be permanent residents of Canada.
At least two directors shall be elected each year and shall hold office for a term of three years. No director shall be eligible for nomination as a director for a third consecutive elected term, provided however that the president and vice-president in office at the time of such nomination shall be exempt from such limitation. The manner of conducting the election of directors shall be as follows:

voting shall be by poll and ballot shall be mailed at least fifteen days prior to the date of the Annual General Meeting to each member who is entitled to vote and such ballot shall be marked and mailed or otherwise delivered to the secretary, and placed in the ballot-box by the time fixed for commencement of said Annual General Meeting;
the president shall appoint two or more Inspectors of Election who shall take charge of the ballot box; the polls shall be open for such times as may be determined by the board of directors;
each member shall vote by marking an “X” on the ballot opposite the name of each candidate for whom he votes and only ballots so marked shall be counted by the Inspectors of Election;
no ballot for directors shall be counted when more or less than the number of directors to be elected are voted for on such ballot. The votes shall then be counted by the Inspectors of Election, and the candidates receiving the largest number of votes shall be declared duly elected; and
at the Annual General Meeting, the presiding officer shall announce the names of the candidates elected.

23.4 NOMINATING COMMITTEE

There shall be a Nominating Committee composed of a chairperson who shall be the past president (or such other Resident Member as is appointed by the president), and four Resident Members who are not presently serving as directors and who are recommended by the chairperson and approved by the board of directors. Such Nominating Committee shall nominate candidates for the board of directors for the next ensuing election, and shall nominate at least one candidate for each vacancy to be filled. Notwithstanding the foregoing, only members eligible to be elected to the board are eligible to be appointed to the Nominating Committee.

23.5 OTHER NOMINATIONS

A member entitled to vote may nominate for office a member who is eligible for election, provided that such nomination shall be in writing signed by the nominator and a seconder and ten other Resident Members, with the nominee signifying in writing on the nomination paper that he or she is willing to stand for election in accordance with the nomination. All such nominations shall be in the hands of the secretary of the Club at least twenty-one days before the meeting at which the election is to be held, after which no further nominations shall be accepted.

23.6 POSTING

All nominations shall be posted in the Clubhouse at least fifteen days before the meeting at which the directors are to be elected.

23.7 VACANCIES

If any vacancy occurs on the board of directors, the remaining directors shall have the power to appoint someone who is eligible to sit on the board as prescribed by Article 23.1 entitled to vote to fill such vacancy for the unexpired term.

23.8 MEETINGS

Meetings of the board of directors may be called at any time by the president or in his absence by the vice-president and shall be so called when a request in writing is made by any two directors. Notice shall be by telephone or any other means of communication prescribed by the by-laws.

23.9 MEETINGS OF DIRECTORS BY TELEPHONE OR ELECTRONIC MEANS

If all of the director’s consent, a director may participate in a board meeting,
by means of a telephonic, electronic, facsimile or other communications facility that permits all participants to communicate adequately with each other during the meeting. A director participating in the meeting by such means shall be deemed for all purposes to have been present at that meeting. A consent given pursuant to this Article may be given before or after the meeting to which it relates and may be given with respect to all meetings of the board and committees of the board.

23.10 NOTICE

At least twenty-four hours’ notice of a meeting of the board shall be given provided that meetings of the board may be held at any time without notice, if all the members are present and consent thereto, or if those absent signify their consent to such meeting.

23.11 PLACE

All meetings of the board shall be held at the Clubhouse or at such place as the president, or in his absence, the vice-president may select.

23.12 VOTES

All questions, save those required by these by-laws or by the Act to have a special majority, shall be decided by a majority vote of the directors present, provided that in case of a tie, the president shall have a second or casting vote.

23.13 RESOLUTION

A resolution signed by all the directors shall be as valid and effectual as if it had been passed at a meeting of the directors duly called and constituted.

23.14 QUORUM

Five members of the nine-member board shall constitute a quorum for the transaction of business at any meeting of directors.

23.15 VACATION OF OFFICE

The office of a director shall be vacated:

upon the death of the director;
if he or she ceases to be Resident Member entitled to vote or ceases to be the spouse of an Unrestricted Family Resident Member entitled to vote; or
if by notice in writing the director submits a resignation to the board.

23.16 ELECTION OF CAPTAIN AND VICE CAPTAIN

The board of directors at the first meeting following the Annual General Meeting shall appoint a captain and a vice-captain who shall perform such duties as the board of directors may from time to time designate and each shall hold office until their successors are appointed.

23.17 HONORARY PRESIDENT

The board of directors may elect an honorary president.

23.18 ELECTION OF OFFICERS

The board of directors shall forthwith, after their election, elect from amongst themselves a president and a vice-president and shall appoint a secretary, and such other officers as shall be deemed by the board to be necessary.

23.19 REMOVAL OF OFFICERS

The board may at any time remove from office any officer appointed by it.

23.20 DUTIES OF PRESIDENT AND VICE-PRESIDENT

It shall be the duty of the president to preside at all meetings of the board and of the Members and to appoint members of all committees not otherwise provided for, and he or she shall be an ex-officio member of all standing committees. In his or her absence his or her duties shall be exercised by the vice-president.

23.21 SECRETARY

The manager or general manager of the Club shall be appointed the secretary.
The duties of the secretary shall include the following:

to have the general control and superintendence of the Club, and all its employees, subject to the authority of the board of directors and of the various committees;
to collect all fees, dues, subscriptions, and charges, and to deposit same to the credit of the Club with its bankers;
to keep a regular account of such funds, subject to examination by the board of directors and auditors;
to keep a record of all matters transacted at the meetings of the Club or board of directors or any committee thereof;
to notify applicants of their admission as members;
to present for approval to the board of directors at its monthly meetings,a detailed financial statement of the Club’s affairs;
to have the custody of the corporate seal of the Club and to affix the same to any instrument or written document when so authorized by the board of directors;
to give security to the Club, for the faithful discharge of his duties in such amount as the directors may decide; and
to perform such other duties as may be from time to time assigned to him by the board of directors.

ARTICLE XXIV: COMMITTEES

The president shall annually appoint from among the members of the board of directors a chairperson and one or more vice-chairpersons of the following standing committees: namely, Finance, Golf Services, Grounds, House, and Membership. The chairperson of each committee shall select from the Club’s members, or their spouses, not less than 2 members to serve on a committee. All rules and regulations made by any committee, when approved by the board of directors, shall be binding upon all members. The committees shall perform such duties as the board of directors may from time to time designate.

The president shall also annually appoint to a Conduct Committee not less than two and not more than five members, who are not members of the board of directors. The names of the Conduct Committee members will not be revealed to the membership. The purpose of this Committee will be to investigate allegations of any improper conduct or actions of the Club members as may be referred to it by the board of directors. The Conduct Committee will report its findings and recommendations, if any, to the board of directors for further action if warranted.
The Club shall have an Executive Committee comprising the president, vice- president and the chairperson of the Finance Committee. The Executive Committee will deal with matters that may be delegated to it by the board of directors, such as personnel, or other issues of a confidential nature, or other matters requiring attention at times when the board of directors cannot meet.
The Club shall have a Human Resources Committee. The president shall annually appoint from among the members of the board of directors a chairperson for this committee. The Human Resources Committee will include the Executive Committee and members at large who will provide expert advice and guidance in the areas of labour law and human resource management. The Committee will report its findings and recommendations, if any, to the board of directors for further action if warranted.
In addition to the foregoing, the board of directors may constitute such other committees as it may deem advisable.

ARTICLE XXV: FISCAL YEAR

The fiscal year of the Club shall terminate on the 1st day of January of each year.

ARTICLE XXVI: MEMBER MEETINGS

26.1 ANNUAL GENERAL MEETING

The Annual General Meeting of the members shall be held at the Clubhouse, during the month of April in each year, or in such other month as the board of directors by resolution may determine. The purpose of the meeting shall be for the election of directors, the consideration of annual reports, the appointment of an auditor and such other business as may properly be presented.
Special meetings of the Club may be called at any time on the order of the board of directors or of the president and must be called by the secretary on the written request of at least thirty members of the Club entitled to vote. Such written request shall state the object of such meeting, and no other business shall be transacted at such meeting.

26.2 CALLING

All meetings of members shall be called in the name of the president or, in his absence, the vice-president or secretary.

26.3 FINANCIAL STATEMENT

At least one week prior to the Annual General Meeting, an audited financial statement shall be forwarded to each member entitled to be present and to vote at the Annual General Meeting.

26.4 QUORUM

The quorum for the transaction of business at a meeting of the members shall consist of not less than fifteen members present in person at such meeting who are entitled to vote.

26.5 PROXIES

A member may vote by proxy. Whenever a vote is given by proxy, the form of proxy shall be that approved by the board of directors and the instrument appointing a proxy shall be in writing signed under the hand of the appointer and only those members eligible to vote may be appointed a proxy.

26.6 VOTING

Every member entitled to vote shall have one vote for himself and one vote for each member whom he represents by proxy. With respect to any proposed resolution, a poll shall be taken if any member entitled to vote so requests.

26.7 OMISSION OF NOTICE

The omission to give notice to any member shall not invalidate any resolution passed at any meeting.

26.8 APPOINTMENT OF AUDITORS

The auditor or auditors shall be appointed by resolution of the members at the Annual General Meeting and shall hold office until the next Annual General Meeting, or until a successor or successors is or are appointed, but may be removed by resolution of the members at a Special General Meeting.

ARTICLE XXVII: GENERAL AND MISCELLANEOUS

27.1 CLUB PRIVILEGES

Only members of the Club and their guests, and such other persons as may be approved in accordance with procedures established by the board from time to time, shall be entitled to the privileges of the Clubhouse and grounds.

27.2 GUESTS

The board of directors shall have the power to make rules regulating the use of the Clubhouse and the grounds by guests.
The member introducing a guest to the privileges of the Club shall be liable for any debt which such guest may incur to the Club, and for any damages done by such guest to Club property.
No member shall knowingly introduce as a guest any person who is suspended or expelled from the Club. Any member of the Club knowingly introducing such a guest to the Club, shall be subject to such action as the board of directors may deem proper.

27.3 LOSS OF PROPERTY

The Club will not be responsible for the loss of property of members or their guests or for any damage or injury sustained by them in or about the Clubhouse and grounds.

27.4 CERTIFICATION

A certificate of membership appropriate to the class of membership conferred may be issued to each member in such form as may be approved from time to time by the board.

27.5 INDEMNITY

Subject to the law, the Club shall indemnify a director or officer of the Club, a former director or officer of the Club or a person who acts or acted at the Club request as a director or officer of a body corporate of which the Club is or was a shareholder or creditor, and his or her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of such corporation or body corporate if,

he or she acted honestly and in good faith with a view to the best interests of the Club; and
in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his conduct was lawful.

The Club shall indemnify such person in all such other matters, actions, proceedings and circumstances as may be permitted by the Club.

27.6 INSURANCE

Subject to the law, the Club may purchase and maintain such insurance for the benefit of any person entitled to be indemnified by the Club pursuant to the immediate preceding section as the board may from time to time determine.

27.7 AGENTS

The board may appoint such employees, servants and agents as it shall deem necessary who shall have such authority and shall perform such duties and receive remuneration as from time to time shall be prescribed by the board.

27.8 NEGOTIABLE INSTRUMENTS

All bills of exchange, promissory notes, cheques, orders for the payment of monies and other financial instruments shall be signed by any two (2) of the president, vice-president, chairperson of the finance committee and secretary.
In addition, the board of directors may by resolution designate such other persons as it may determine as signing officers for negotiable and financial instruments, provided that 2 signatures are at all times required.

27.9 OTHER DOCUMENTS

All documents other than financial or negotiable instruments shall be signed by any one of the president, the vice-president, the secretary or such other persons as the board of directors may from time to time by resolution determine.

27.10 AMENDMENT OF BY-LAWS

The board of directors may by a vote of two-thirds of those present at a meeting, repeal, vary or rescind any provision of these by-laws or enact new provisions, but any such change, unless in the meantime confirmed by a majority vote of the members present at the Annual General Meeting or a Special General Meeting who are entitled to vote, shall have force only until the next Annual General Meeting and if not then confirmed by a majority vote of members present at such meeting, shall from that time cease to be in force.

27.11 REGULATIONS AND POLICIES

The board of directors from time to time may make such regulations and policies as it deems advisable, not inconsistent with the letters patent or with the by-laws of the Club and may repeal, amend, modify or vary any such regulations and policies.
In addition, as may be required from time to time, the board of directors is authorized to interpret and/or adapt the by-laws of the Club for application to such specific circumstances as may come before it.

27.12 SEAL
The seal, an impression of which appears in the margin hereof, shall be the seal of the Club.

27.13 INTERPRETATION

In all by-laws of the Club, the singular shall include the plural and the plural the singular, and; the masculine shall include the feminine where the content shall require.

27.14 NOTICES

Any notice to be given (which term includes sent, delivered or served, whether required to be in writing or otherwise) pursuant to the by-laws or otherwise to or by a person, shall be sufficiently given:

if delivered personally to the person to whom it is to be given or if delivered to such person’s address as shown in the records of the Club;
if mailed to such person at such person’s recorded address by prepaid ordinary or air mail; or
unless otherwise provided herein, if sent to such person by telephonic, electronic, facsimile, or other communication facility at such person’s recorded address for that purpose.

A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when transmitted or dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any member, director, or officer, in accordance with any information believed by the secretary to be reliable. For the purpose of this Article, a person shall include the Club.