By-Law No. 1 Cedar Brae Golf & Country Club

Transcription

1 i By-Law No. 1 Cedar Brae Golf & Country Club Enacted December 2001 Amended December 2002,2003,2004 Amended December 2005,2006,2007 Amended December 2008,2009,2010 Amended December, 2011,2012,2013 Amended December, 2014,2015,2016 Amended December, 2017,2018

2 ii By-Law No. 1 Table of Contents By-Law No. 1 Cedar Brae Golf & Country Club... i Table of Contents... ii Section 1 - General Name Seal Head Office Non-Profit Corporation Definitions... 1 Section 2 - Membership Rules, Regulations and Privileges Gender Neutral Categories of Membership Limitation of Golfing Members, Associates, and Transfers... 7 Section 3 - Fees and Dues Entrance Fees Promissory Notes Annual Dues Payment to the Club Assessments Use of Entrance Fees Section 4 - Election of Members and Associates Proposals Action by the Membership Committee Section 5 - Family Transfer, Resignation, Discipline, and Sanctions Family Transfer Reinstatement of Membership Resignation Discipline and Sanctions Section 6 - Board of Directors General Eligibility to Become a Director Election Process Removal of Directors Term of Office Vacancies During Mid-Term Section 7 - Elected Officers General President Vice-President Secretary Treasurer... 16

3 Section 8 - Appointed Officers Club Captain General Manager / Chief Operating Officer Section 9 - Committees General Finance Committee Building and Property Committee Greens Committee Member Services Committee Human Resources Committee Nominating Committee Club Captain s Committee Strategic Planning Committee Governance Committee Limitations of Authority Limitation of Term for Committee Members Section 10 - Meetings of Members General Meeting of members Special General Meeting Notice of Meetings Persons Entitled to Be Present Quorum at General Meeting Right to Vote General Proxies Votes to Govern How to Vote - By Ballot/Show of Hands Section 11 - Meetings of the Board of Directors General Quorum at Board Meeting Meetings via Telephone Conference Calls Declaration of Conflict of Interest Section 12 - Meetings of Committees Section 13 - Visitors Visitors Responsibility for Visitors Section 14 - Financial and Legal Annual Budgets - Capital Spending Capital Asset Fund Auditors Financial Year Borrowing Contracts Banking Arrangements Judicial Proceedings Dissolution of Club Section 15 - Golf Course Master Plan iii

4 Section 16 - Sundry Rules of Golf Non-responsibility Indemnification Complaints Notices Section 17 - Rules, Regulations, and By-Law General Amendments to By-Law Proposals by Members Robert s Rules to apply Interpretation Coming into Force Transition iv

5 1 By-Law No. 1 Cedar Brae Golf and Country Club Founded in 1922 Incorporated by Letters Patent on February 19, 1936 Name changed by supplementary Letters Patent to Cedar Brae Golf and Country Club January 28, 1941 Section 1 - General 1.01 Name The name of the Club shall be Cedar Brae Golf and Country Club operating as Cedar Brae Golf Club Seal The corporate seal of the Club shall be in the form impressed hereon Head Office The Head Office of the Club shall be in the City of Toronto in the Province of Ontario or in such place as the Directors may from time to time determine Non-Profit Corporation The Club has been formed for solely non-profitable purposes and shall be operated as such. No part of the income shall be distributed to any member of the Club Definitions A member shall mean an individual who has been admitted into membership of the Club by the Board of Directors and who holds or shares a valid Promissory Note issued by the Club pursuant to Section 3.02 hereof and has paid the entrance fees pursuant to section 3.01 hereof. The Club shall mean Cedar Brae Golf and Country Club. The Board or The Board of Directors shall mean the Board of Directors of the Club. A Director shall mean a person elected or appointed to the Board. The Corporations Act shall mean the Corporations Act of Ontario as amended from time to time.

6 2 Family Member means a spouse of a member, child (including step-son or stepdaughter), son-in-law, daughter-in-law, or grandchild (including step) or such other person within the immediate family of a member. (Articles 1, Definitions, amended December 2009, and December 2014) Section 2 - Membership 2.01 Rules, Regulations and Privileges Members are subject to such rules and regulations as to the use of the Club s facilities and other aspects of membership as may be determined from time to time by the Board of Directors. Except as specifically set out in this By-Law, the Board shall determine the privileges for each category of membership Gender Neutral The Club shall be Gender Neutral. Subject to the traditional golf activities as defined below, access to the golf course shall be determined by the membership categories and not by gender. Traditional golf activities shall include Ladies Day and Men s Day and such other events as may be designated by the Board of Directors from time to time. (Article 2.02, Gender Neutral, amended December Categories of Membership The Membership in the Club shall consist of the following categories: Golfing Members o Gold o Gold Waiting o Silver o Intermediate II, III, IV, V o Weekday o Senator o Flex Non-Golfing Members o Sport & Social o Holding o Out of Town Golfing Associates o Corporate Gold Associate o Corporate Silver

7 3 o Callable Associate o Intermediate I o Junior o Junior Sponsored Non-Golfing Associates o Clubhouse / Dining o Practice Facility o Honorary o Heritage Members in the former membership categories, Waiting and Social shall, as of December 11, 2001 continue to enjoy their prior rights respectively. The Board shall have the right to reclassify the privileges of such members. Membership Categories Defined Golfing - Gold: Having paid or agreed to pay the applicable entrance fee and annual dues shall enjoy the privileges of the course at all times. - Gold Waiting: The Gold Waiting Member category is open only when golfing complements are full. A policy with respect to this category regarding entrance fee, dues and playing privileges will be determined from time to time by the Board of Directors. - Silver: Having paid or agreed to pay the applicable entrance fee and annual dues shall enjoy defined privileges of the Club as may be determined from time to time by the Board of Directors. Entrance to the Silver category is available to new members until such time as the Board of Directors determines otherwise. The Silver category is closed to transfers of existing members except when the Gold category complement is full and an opening is available within the Silver category complement or as determined from time to time by the Board of Directors. Gold members wishing to transfer to the Silver category, when the Silver complement is full, will be listed on a prioritized waiting list. The Board must approve all transfers from Gold membership category. - Intermediate: Having paid or agreed to pay the applicable entrance fee, annual dues, and house minimum shall enjoy defined privileges of the Club and its facilities as may be determined from time to time by the Board of Directors. There are four (4) levels incorporated. - Intermediate V Age restriction up to 45 years of age as of January 1 st. - Intermediate IV Age restriction up to 39 years of age as of January 1 st.

8 4 - Intermediate III Age restriction up to 34 years of age as of January 1 st. - Intermediate II Age restriction up to 29 years of age as of January 1 st. - Bronze: Entrance to this category, formerly described as Weekday membership, is open only to new members. Having paid or agreed to pay the applicable entrance fee, promissory note and annual dues, Bronze members shall enjoy defined privileges of the Club and its facilities as may be determined from time to time by the Board of Directors. The Bronze category is closed to transfers of existing members except when the Gold category complement is full and an opening is available within the Bronze category complement or as determined from time to time by the Board of Directors. Existing Weekday members will become Bronze members and will continue to enjoy membership privileges applicable to this membership category or may transfer to the Gold category. - Senator: Having paid or agreed to pay the Senator annual dues shall enjoy the privilege of the Club and its facilities, as determined from time to time by the Board of Directors. The annual fee for this category includes the use of a golf cart at no charge. A Senator member is a member who has attained his/her 80 th birthday or who has attained 75 years of age and has been a member a minimum of 25 years as of January 1 st. Eligible members of this category who wish to remain in their current membership category of Gold or Silver may do so and will be extended a golf cart at no charge and be subject to all applicable fees and charges related to the Gold or Silver category. - Flex: Having paid or agreed to pay the applicable entrance fee, promissory note, and annual dues shall enjoy the privileges of the Club and its facilities and shall enjoy the privileges of the golf course by paying a membership per use fee (dependent on Flex category) as may be determined from time to time by the Board of Directors. Non-Golfing - Sport & Social: Having paid or agreed to pay the applicable entrance fee and annual dues shall enjoy the privileges of the Club and its facilities and shall enjoy defined use of the golf course by paying a membership per use fee as determined from time to time by the Board of Directors - Out of Town: Upon payment of annual dues shall enjoy the privileges of the course, by paying a membership per use fee, as determined from time to time by the Board of Directors. This category is open to individual(s) whose residence address, during the entire golf season, is at least 100 kilometers from Cedar Brae. When a member seeks to return to active membership the following rules will apply: the returning member may rejoin his/her previous category, providing an opening exists.

9 - Holding: Is a member in good standing whose transfer to this category for a period of one year has been approved by the Board of Directors. Members must re-apply each year authenticating the reason for extension of the privilege. The combined maximum for this category will equal twenty (20) or may be temporarily increased with the approval of the Board. Applications must be submitted no later than February 15 th of each year. This category shall be subject to all Operating and/or Capital assessments according to the category from which the member originally transferred. There are two levels incorporated: -Medical: Shall upon payment of annual dues, as determined from time to time by the Board of Directors enjoy the privileges of the Clubhouse and may have privilege to the course as determined from time to time at the discretion of the General Manager/Chief Operating Officer. Approval is subject to the applicant member validating, with a Medical Doctor s letter, an acute or chronic illness or any other condition which materially restricts the member s capacity to play golf, which may be subject to medical review and approval by the Board of Directors. -Non-Medical: Shall upon payment of annual dues, as determined from time to time by the Board of Directors enjoy the privilege of the Practice facility and Clubhouse. The applicant must submit the request in writing. Priority for acceptance into this category will be given to Medical applicants. Non-Medical applicants may be subject to a lottery process to determine acceptance into this category if category is full based on above stated category cap. When the member seeks to return to active membership the returning member may rejoin his/her previous category providing that an opening exists. If the complement is full then the member is given priority on the waiting list. Associate Categories Defined - Corporate Gold: A corporation is required to maintain a minimum of two Gold memberships to qualify for this category. Individual corporate membership may be transferred to another candidate within the corporation and this designated corporate member shall be charged a transfer fee to be determined from time to time by the Board of Directors. - Corporate Silver: This category is closed. - Callable Associate: Upon resigning their membership and relinquishing their Promissory Note an individual may transfer to this category for a period of one (1) year. Privilege of the course and fees shall be in keeping with the applicable membership category that the resigning member previously held. 5

10 - Intermediate I Associates: Shall enjoy the privileges of the course and defined privileges of the Club and its facilities upon payment of annual dues as determined from time to time by the Board of Directors. Age restriction up to 25 years of age as of January 1 st. - Junior Associates: Shall enjoy the privileges of the course upon payment of annual dues as determined from time to time by the Board of Directors. An individual in the Junior category is a child or a grandchild of a Gold or Silver member. The member is wholly responsible for the conduct and financial obligations of the junior. Junior Golfing Associates are exempt from clubhouse fees and minimum house account. There are two levels incorporated: - Junior II Age restriction up to 18 years of age as of January 1 st - Junior I Age restriction up to 15 years of age as of January 1 st - Junior (sponsored) Associate: Shall enjoy the privileges of the course upon payment of annual dues as determined from time to time by the Board of Directors. An individual in the Junior Sponsored Associate category is 10 to 18 years of age as of January 1 st and sponsored by a Gold or Silver member. Mirroring the Junior category, there are two levels incorporated: II: years of age and I: years of age as of January 1 st. The sponsor is wholly responsible for the conduct and financial obligations of the said sponsored Junior. Sponsors must register the sponsored junior each year as this category is an annual membership. Applicants will be placed on a prioritized list each year with returning sponsored juniors being given first priority. The Board will establish a complement level for this category on an annual basis. - Dining Associates Shall enjoy the privileges of the Clubhouse, dining services and social events, upon having paid or agreed to pay the applicable annual dues, as determined from time to time by the Board of Directors. - Honorary Associate(s): Shall enjoy the privileges of the course at all times. No annual fee is to be charged and no voting privileges apply. Candidates for this category are to be approved by the Board and ratified by the membership at the General Meeting of members. - Heritage Associates: Based on the evaluation of the General Manager/Chief Operating Officer, who will take into account the age, number of years of membership and contributions to the Club, the recommendation of the Membership Committee and the approval of the Board of Directors, resigning golfing members, may be offered a Heritage designation in the Club, which has the same privileges as a Clubhouse/Practice category. No annual fee is to be charged and no voting privileges apply. Individuals in this category may golf up to six (6) times per year at the current guest fee rate. (Added December 2007, and December 2014) (Article 2.03, Categories of Membership, amended December 2002, December 2003, December 2004, December 2005, December 2007, December 2008, December 2009, December 2010, December 2012, December 2013, 2014, and December 2018) 6

11 Limitation of Golfing Members, Associates, and Transfers The maximum number of members in the Gold, Silver, Golfing Associates (not including the Juniors, Sponsored Juniors and Intermediate I), Corporate Gold and Silver, Weekday and Senator categories, shall be 515, with members in the Gold category making up 70% and members in other categories (excluding juniors) 30% of the total complement. The Board may, at its discretion, temporarily exceed these limits. The Board shall fix the maximum number in membership categories, from time to time. Transfers of existing members are to be given priority consideration over new members. Upon the death of a member, his/her membership in the Club shall cease. Thus, no transfer of membership is allowed after death. However, the death of a member shall not relieve his/her estate of any indebtedness to the Club of any nature, unless otherwise waived by the Board. (Article 2.04, Limitation of Members and Transfers, amended December 2003, December 2007, and December 2014) Section 3 - Fees and Dues 3.01 Entrance Fees New golfing members and associates must pay an entrance fee to join the Club with the exception of Intermediate I, Junior and Sponsored Junior Associates. Family members of new or existing members making an application to join the Club will pay an entrance fee of fifty percent (50%) of the posted entrance fee in effect at the time when the application is made regardless of the membership category selected by the new member. Such entrance fees are subject to change and approval by the Board. Entrance fees are due and payable upon acceptance by the Board of a new member. The Board, from time to time, may establish installment schedules for the payment of entrance fees. (Article 3.01 amended December 2009, 2013, 2014 and December 2017) (a) Late Registration Annual Dues for new members (excluding Juniors) joining after April 1 st will be calculated on a pro-rated basis in line with the golfing season as follows: April 1 May 30 June 1 June 30 July 1 July 31 Aug. 1 Aug. 31 Sept. 1 Sept % of the Annual Dues are payable 83% of the Annual Dues are payable 66% of the Annual Dues are payable 50% of the Annual Dues are payable 33% of the Annual dues payable

12 Oct. 1 or thereafter nil Late annual dues fees are subject to the discretion of the Board for late season promotions. 8 (b) Medical Leave (i) (ii) (iii) (iv) A member in good standing (either Gold, Silver, Bronze, Senator, or Intermediate categories) may make application to the Board through the General Manager/Chief Operating Officer for a medical leave upon submitting a personal letter of request for a waiver or reduction of Annual Dues due to illness, injury or medical condition and the inability of the member to play golf. Such application must be supported by a medical certificate indicating the date of injury, diagnosis date of illness and prognosis, together with a statement that due to the condition, the member is not able to play golf. The application must be made within one month (30 days) of the onset of the condition and the General Manager/Chief Operating Officer shall not be obligated to consider retroactive applications. The Board of Directors may accept or reject the application at its absolute discretion. If leave is granted by the Board of Directors, annual dues shall be paid at the Holding - Medical category rate and the membership will be transferred to the Holding - Medical category If leave is granted after payment of the current year s Annual Dues, a credit against next year s dues will be granted on a pro-rated basis based on the following application dates: May 1 June 15 June 15 August 15 Aug 15 Sept 30 Oct. 1 or thereafter 65% of the Annual Dues 35% of the Annual Dues 15% of the Annual Dues nil 3.02 Promissory Notes The Board shall have the power to require, as a condition of membership, that the member make a loan to the Club secured by a Promissory Note from the Club, in such amount and on such terms as the Board shall from time to time determine, subject to the approval by the members at a General or Special General Meeting of members called for that purpose. The Promissory Note is not transferable but is refundable without interest (less any indebtedness to the Club) when funds are available.

13 Annual Dues Annual activity dues, amounts, terms, and conditions are subject to change at the discretion of the Board. These shall be presented at the General Meeting of members. Golfing category activity fees cover all services and include a clubhouse fee Payment to the Club (a) Minimum House Account The minimum house account amount, terms and conditions are subject to change at the discretion of the Board and shall be presented for ratification, by the membership, at the General Meeting of members. Minimum house accounts are calculated on a fiscal basis, from November 1 st to October 31 st, and apply to food and beverage purchases, excluding service charges, HST and other applicable taxes. New members and associates who join the Club after July 1 st are subject to a prorated house account for the fiscal year. All golfing members and associates, with the exception of the Intermediate I and Junior categories, are subject to the Minimum House Account. (b) House Fee The Board reserves the right to apply an automatic house fee on food & beverages purchased. Terms and conditions are subject to change at the discretion of the Board. Any proposed future increase in the house fee greater than 5% shall be presented for ratification by the membership at the General Meeting of members. (c) Default in Payment All accounts are due when rendered. A late payment charge, at an amount to be determined by the Board will be levied on all outstanding amounts unpaid 30 days from statement date. In the event that any member shall neglect or fails to pay the prescribed annual activity fee, the entrance fee, any assessment levied, house account or any other indebtedness to the Club for more than 60 days after the same shall be due, the member shall cease to be entitled to enjoy any of the privileges of the Club. If a member s account has been more than 60 days overdue on three separate occasions within a two-year period, the member will be asked to stand before the Board of Directors at which time the Board shall have the right to sanction the member, up to and including

14 10 membership termination under article The Board shall have power to alter, modify, vary or extend for good cause, at its discretion, the provisions of this article. (Article 3.04, Payment to the Club, amended December 2009, 2013, 2014 and December 2017) (Article 3.01 (b), Medical Leave, amended December 2017) 3.05 Assessments The Board shall have the power to levy an assessment upon every member and associate of the Club, subject to approval by the members at a General or Special General Meeting of members called for that purpose. Each member and associate of the Club shall be required to pay such assessment within one month from the date upon which it is declared to be due and payable and failing to pay the same shall incur the same penalties as failure to pay any other fees or indebtedness to the Club Use of Entrance Fees Entrance fees and transfer fees shall only be utilized for purposes of capital expenditures or to service capital indebtedness. Any forgiveness of unpaid instalments on entrance fees shall be deducted from entrance and transfer fees. (Article 3.06, Use of Entrance Fees, amended December 2002) Section 4 - Election of Members and Associates 4.01 Proposals Every candidate for admission to membership shall complete and sign the form of application as prescribed by the Board. Such form shall be signed by the candidate and by one or two members or the General Manager/Chief Operating Officer as sponsors Action by the Membership Committee Upon receipt of the application form, the General Manage/COO and the Members Services Coordinator will undertake to interview the applicant. Following the applicant s interview a recommendation will be made to the Board of Directors by the General Manager/Chief Operating Officer.

15 11 Section 5 - Family Transfer, Resignation, Discipline, and Sanctions 5.01 Family Transfer (a) (b) (c) (d) (e) (f) (g) Any Gold, Silver, Bronze, Senator or Holding member in good standing, who holds a valid Promissory Note from the Club and who intends to resign from the Club (hereinafter called the resigning member) may, during his or her lifetime and on a form prescribed by the Club, request the Board of Directors to transfer his/her Promissory Note and admit as a new member of the Club a person from within the immediate family of the resigning member. Upon the resignation taking effect, a form of application for membership, duly completed and signed by the prospective new member, in accordance with section 4.01, shall be submitted to the General Manager/COO for Board approval. The transfer fee, payable by the new member, will be $500 payable at the time when the application is made regardless of the membership category selected by the new member. Prior to admission of new member, the payment of the above fee, and transfer of the promissory note from the resigning member s name to the new member s name must be completed. All other outstanding indebtedness from the resigning member must be paid in full at the time of transfer. The Board of Directors may, but shall not be obliged to, accede to the request upon payment of the fee and may impose such other conditions as it may deem reasonable for the transfer. The decision of the Board of Directors shall be final. Upon the admission of the new member to the Club, the membership of the resigning member shall cease to exist. Immediate family for the purposes of this Section shall include the resigning member s parent (including step), spouse, child (including step), son-in-law, daughterin-law, or grandchild (including step) or such other person within the immediate family as the Board of Directors may approve. Where approved by the Board, the resigning member may choose to have the family transfer above mentioned take effect either immediately or at a later time. Where approved by the Board, if the resigning member chooses that the transfer shall only take effect at a later time, then the later time cannot be past one minute prior to the death of the resigning member. In the meantime, the resigning member shall alone be wholly responsible for his/her financial obligations to the Club. (Article 5.01, Family Transfer, amended December 2002, December 2004, December 2005, December 2006, December 2008, December 2013, 2014, and December 2018).

16 Reinstatement of Membership (a) (b) A Member who has resigned from the Club may apply in writing for reinstatement. Such application must be accompanied by payment of the applicable amount of the loan to the Club secured by a Promissory Note, plus the member will pay Non- Medical Hold annual dues and any and all assessments payable during the absence. Reinstatement will be considered within five (5) years of resignation and/or at the discretion of the Board Resignation The resignation of any member or associate shall be submitted in writing to the General Manager/ Chief Operating Officer who, having noted thereon the date of its receipt, shall submit it to the Board at its next meeting. The submission of a resignation shall not, subject to the other provisions of the By-Law, relieve any member or associate of any indebtedness to the Club of any nature, including current annual dues, if the resignation is received after March 31 st in any year unless the delay is explained to the satisfaction of the Board Discipline and Sanctions The Board shall have the power at a meeting, by a vote of two-thirds or more of the Board members present, to reprimand, expel or suspend from membership any member, or associate, whose conduct shall be considered by the Board to be improper, unbecoming or in its opinion likely to endanger the welfare, interest, character or reputation of the Club; or who commits a breach of the By-Law of the Club or Resolutions of the Board; or who violates or neglects the observance of any Resolution, Rule or Regulation provided under such By-Law by the Board or any Committee under the authority thereof. No member or associate shall be expelled or suspended for any such offence without first being notified of the charges against such member or associate and given an opportunity to be heard by the Board at a meeting called for the purpose. Such notification shall be sufficient if ed to the member or associate, or mailed to the member's or associate s place of address, as shown on the Club's records, by registered letter at least five (5) days prior to the meeting of the Board. A suspended or expelled member, or terminated associate, shall not be entitled to any refund of his/her entrance fee, annual dues, assessments or other paid amounts. (Article 5.03, Discipline and Sanctions, amended December 2009, December 2013, 2014 and December 2018)

17 13 Section 6 - Board of Directors 6.01 General The Board of Directors shall manage the Club s affairs and until changed by a Special Resolution of the members, the number of elected directors shall be ten (10) Eligibility to Become a Director Only members in good standing as defined in section hereof who hold a fully paid valid promissory note for their membership category shall be eligible for election as a Director. (Article 6.02, amended December 2018) 6.03 Election Process (a) (b) Notification of Vacancies At least ninety (90) days before the date of election of Directors, the Secretary of the Club shall furnish to each member a list of the Directors then in office and a list of the retiring Directors, together with information as to the privilege of becoming a candidate in accordance with the provisions of the paragraphs hereinafter mentioned. Action by Membership Any person eligible to serve as a Director may qualify as a candidate by notifying the Secretary of the Club in writing, at least sixty days (60) days in advance of the election of a desire to be such a candidate and by completing a form of consent to act as prescribed by the Club from to time. This form must also be signed by two members as sponsors for the candidate named therein. The names of all eligible persons giving timely written notice of desire to be a candidate will be forwarded to the Nominating Committee and added to the list of nominees. (c) Action by Nominating Committee The Nominating Committee as appointed by the Board shall select sufficient nominees to, at a minimum, fill all the vacancies or impending vacancies of the Board. After completing the selection of the nominees, the Chair of the Nominating Committee shall promptly, but not later than forty-five (45) days before the date of election of Directors, submit the Committee s report to the Secretary of the Club. (d) Candidate Bios All candidates shall have reasonable opportunity to communicate their qualifications. Any written materials distributed by the Club regarding an election shall be unbiased and shall not in any way be used for the purpose of promoting the election of any candidate over another. However, the Club shall distribute a common format for brief

18 resumes of background and qualifications transcribed from information supplied by all candidates who wish them distributed along with their photograph. 14 (e) (f) Elections Elections, if required due to the number of nominees put forward to fill the minimum vacancy requirements, shall be by secret written ballot on a form prescribed by the Board, which the member casts, either personally, by proxy, or through the mail as provided in section (g) below. The candidate or candidates who receive the highest number of votes cast shall be elected. Ballots and Proxies for Election of Directors The ballots and all other election and voting materials, including special envelopes addressed to the Club and thereon clearly marked "Ballot or Proxy," shall be distributed by the Club with the notice of the General Meeting of members as prescribed in Section A member can, subject to such reasonable conditions as the Board may impose, assign his or her vote to another member with the use of a Proxy that will be distributed to members with the election ballots at least 30 days prior to the date of election. Proxies may be given either with full powers or with limited powers and must be registered with the Secretary in such manner as may be prescribed by the Board from time to time. (1) Proxies shall be deemed to have been given with full powers where both the election ballot and the proxy are given to another member. In this case, the person receiving the proxy shall have full powers to vote on all matters that may properly be brought up at the meeting, including the election of directors. (2) Proxies shall be deemed to have been given with limited powers where only the proxy (but not the election ballot) is given to another member. In this case, the person receiving the proxy may not vote on the election of directors but may vote on all other matters that may properly be brought up at the meeting. (g) Voting for Election of Directors The Ballots must be exercised in one of the following two methods. 1. Prior to the Meeting The Ballot may be mailed to the Club or submitted to the administrative office at the Club. 2. At the Meeting The ballot(s) will be collected by scrutineers from the members. (h) Announcement of New Directors

19 At the General Meeting of members, the Secretary of the Club or his/her appointed scrutineers shall open and count the ballots in such a manner as the Secretary shall deem advisable. The new Directors shall take office after the meeting is adjourned. (Article 6.03, Election Process, section (b), Action by Nominating Committee, amended December 2009, 2014, and December 2017) 6.04 Removal of Directors 15 (a) (b) By Membership A Special General Meeting shall be held within 30 days after receipt by the Secretary of the Club of a written request of members having the right to cast 200 votes or more calling for the removal of a Director. At such a meeting the members may by resolution passed by at least two thirds of the votes cast, of which 10 days notice of the meeting has been given. By the Board The Board may remove a Director from office in any one of the following circumstances. 1. The Director has failed to pay his or her Club dues for more than 60 days or 2. The Director has failed to attend 50% of the regularly scheduled Board meetings or has failed to attend three Board meetings consecutively without valid reasons. A Director shall not be removed in this manner unless: (a) 10 days Notice has been given to the Director in question of the intention to remove him or her and (b) At least 6 votes, which represent a majority, shall be cast favoring such removal at a meeting of the Board of which such Director has been given notice Term of Office An eligible member may be elected to the Board for a term of up to three (3) years and may also be re-elected for an additional three (3) year term. No member may serve as a Director for more than six (6) consecutive years, subject to the exception that if, at the end of his or her sixth consecutive year on the Board, the current President has served only one year as President, he or she may be re-elected to the Board for an additional one year term. (Article 6.05, amended December 2018) 6.06 Vacancies During Mid-Term Should vacancies occur on the Board of Directors, the Directors remaining in office shall have power and authority to appoint eligible members to fill such vacancies so as to serve out the unexpired portions of the original terms.

20 16 Section 7 - Elected Officers 7.01 General At the meeting of the Board of Directors which shall be held without notice immediately after the General Meeting of members, the Directors shall elect from among themselves, by secret ballot, a President, a Vice-President, a Secretary and a Treasurer. All officers of the Board shall hold office for the term of one year President The President shall be the Chief Executive Officer of the Club and an ex-officio member of all committees. The President shall preside at all meetings of members of the Club and meetings of the Board and ensure the Board discusses matters relating to the Board s mandate. The President shall be in charge of the general welfare and supervision of the affairs of the Corporation, such as ensuring the integrity of the Board s process, coordinating Board activities in fulfilling its governance responsibilities, facilitating co-operative relationships among Directors and between Board and senior management. In the case of an equality of votes at any Board meeting, the President may cast the deciding vote Vice-President The Vice-President shall perform such duties as may be assigned from time to time by the President or the Board of Directors and, in the absence of the President, shall be vested with all the powers and the duties of the President Secretary The Secretary shall exercise general supervision over the records and correspondence of the Club, shall have charge of the minute books and matters relating to the Club s corporate status, By-law, policies, code of conduct, and other legal involvement. Provided that any of the duties associated with the Secretary may be performed by an Assistant Secretary, if designated Treasurer The Treasurer shall exercise general supervision over the financial affairs of the Club, support the Board in meeting its fiduciary responsibilities. The Treasurer shall prepare or have prepared and shall submit such reports and financial statements as the Board may from time to time direct to be prepared and submitted to the Board, to any Director or Officer of the Corporation or to any meeting of the Members of the Corporation including the annual budget showing expected revenues and expenditures.

21 17 Section 8 - Appointed Officers 8.01 Club Captain The Board shall annually appoint from the Captain s Committee a Club Captain who shall be a voting member of the Board. The Club Captain shall hold office for the term of one (1) year and is renewable for a second term one (1) year term at the Board s discretion. He/She shall be the chair of the Club Captain s Committee General Manager / Chief Operating Officer The Board of Directors shall appoint a General Manager/Chief Operating Officer, who shall be responsible to the Board through the President. He/She may be designated by such title as the Board of Directors may from time to time determine. The General Manager, as Chief Operating Officer, shall, subject to the overall authority of the Board, be responsible for the general management of the affairs of the Club and exercise direct jurisdiction over the Club Professional, Greens Superintendent, Controller, Clubhouse Manager, Food & Beverage Manager and all other employees. The General Manager/ Chief Operating Officer shall attend to the giving of all notices, ensure correct minutes are maintained of all meetings of the Club and of the Board of Directors, conduct all correspondence and keep the records of the Club. The General Manager/ Chief Operating Officer shall call for tenders for all work to be performed for Cedar Brae Golf and Country Club in all cases except when (a) the anticipated cost does not exceed the guidelines set by the Board from time to time or (b) the work is of an emergency nature. The General Manager/ Chief Operating Officer, through the administrative office, shall receive all moneys, pay all accounts approved by the Board of Directors and keep the books of account of the Club. The General Manager/ Chief Operating Officer will perform such other duties as are normally done by a chief operating officer and will be an ex-officio non-voting member of all committees and the Board. Powers of General Manager/Chief Operating Officer: The General Manager/Chief Operating Officer has the authority and power to immediately suspend and/or evict a Member, Associate or guest(s) from the Club property, where, in the reasonable opinion of the General Manager/Chief Operating Officer the conduct of the Member, Associate or guest(s) is creating a danger to a member, staff, associate, or invitees of the Corporation or where the conduct is disturbing others or is injurious to the

22 Corporation or to its reputation or who refuses or neglects to comply with any rule, regulation, resolution, order or direction of the General Manager/ Chief Operating Officer. The suspended or evicted Member or Associate will then be notified and given an opportunity to be heard by the Board at a meeting called for that purpose as per Article Section 9 - Committees 9.01 General As soon as convenient after the General Meeting of members of the Club, the Board shall, each year appoint a Director to each of the following committees: Finance, House & Social, Building and Property, Greens, Membership, Human Resources, Nominating, Club Captain s, Strategic Planning, Governance and such other committees as it may deem expedient. Subject to the provisions set forth below, the Board of Directors shall endorse the Chair of each such committee. The Board of Directors may, from time to time, confer upon each such committee such powers and authority as it may deem necessary and may revoke such powers and authority. The role of committees is to develop policy options and standards, which when approved by the Board of Directors, become the responsibility of the General Manager/Chief Operating Officer and his/her staff to implement. Committees may monitor implementation of policies and standards to determine whether they are achieving the desired outcomes and to communicate their assessments to the Board. The purpose of all committees is to carry out their appointed tasks with the aim of contributing to the enjoyment of members and their guests. They do so by assessing the current status and future challenges within their areas of responsibility, developing an annual work plan, schedule and budget, which when approved by the Board of Directors, constitute the Committee s agenda for the year. Progress against plan is communicated regularly to the Board through committee minutes and by the designated Director. The agendas and minutes of all committees will be shared between the Chairs so that all will be aware of current circumstances in fulfilling their specific mandate. Each committee will have a minimum size of 5 and maximum of Finance Committee The Treasurer shall be the Director responsible for the Finance Committee and this committee shall be charged with the continuing review and supervision of the finances of the Club and its accounting procedures, including the preparation of budgetary forecasts and financial statements and recommendations with respect thereto. 18

23 Building and Property Committee The Building and Property Committee shall be responsible for ensuring that the policies and standards relating to the clubhouse, buildings and property at large are appropriate and reflect members expectations Greens Committee The Greens Committee shall be responsible for ensuring that the policies and standards relating to the golf course property are maintained and developed so as to protect and enhance the long-term integrity of the course including the Master Plan Member Services Committee The Member Services Committee shall be responsible for developing and recommending to the Board, strategies and programs to recruit and interview new members and maintain and enhance the overall morale and enjoyment of existing members. It shall also be responsible for the policies and standards that will create a pleasant environment to relax and a food and beverage service with the quality of service and pricing deemed by the members as value for money. This committee shall also be responsible for planning Cedar Brae s Social calendar and activities of a non-golfing nature Human Resources Committee The Human Resources Committee shall be responsible for ensuring that the necessary Human Resources Policies and Practices are in place, thereby enabling the Board, President, General Manager/Chief Operating Officer and staff to perform their functions effectively. The Vice-President shall chair the Human Resources Committee which shall also include the President, Secretary, Treasurer and a Member at Large (who may or may not be a Director) Nominating Committee The Nominating Committee shall be responsible for identifying and recommending candidates for directorship in accordance with By-Law stipulations. The committee shall also be responsible for providing support/counsel to the Board in the annual selection of committee chairs, and, where requested, like support/counsel to the committee chairs in selecting committee members. Whenever possible a Past President shall chair the committee which shall consist of the President and no less than three or greater than five other members in good standing as appointed by the Board and who are not current Directors or serving on other committees.

24 Club Captain s Committee This committee is responsible for arranging and controlling all matches and competitions and the offering and awarding of prizes: establishing, reviewing and revising as necessary the handicaps of the members: interpreting and enforcing the Rules of Golf and making, amending, interpreting and enforcing local rules: determining the course and date on which any match or competition shall be played and enforcing discipline on the course, including speed of play and general deportment of members and their guests. The Club Captain shall chair this committee and be a voting member of the Board Strategic Planning Committee The Strategic Planning Committee shall be responsible for identifying longer term (typically 3 years plus) opportunities and challenges for the Club, developing the most significant of them into projects which are incorporated into the Club s future plan and recommended to the Board, and provide oversight in the implementation of the developed plan. The President shall be the Director responsible for this Committee Governance Committee The Secretary shall be the Director responsible for the Governance Committee and this committee shall be charged with the continuing review and supervision of the governance of the Club, including adherence to and update of By-law and rules and regulations, monitoring of ethics, procedures and legal matters. (Article 9.11 added, December 2005) 9.11 Limitations of Authority All committees shall be subject to the authority of the Board of Directors and shall report from time to time to the Board of Directors. No unbudgeted expense of any kind shall be incurred by any committee unless it shall have been authorized by the Board of Directors. No change in policy, rule or regulation developed by any committee shall be effective or put into force unless and until it has been approved by the Board of Directors Limitation of Term for Committee Members Subject to exceptions to be made by the Board, from time to time, all committee members shall serve no more than three (3) consecutive years on the same committee except the term for the members of the Nominating committee shall be two (2) years. Provided that where a member has left a committee for one year or more, he/she is eligible for re-appointment to the same committee that he/she had left.

25 21 (Section 9, Committees, Article 9.01, amended and Article 9.11 Governance added, December 2005) (Article 9.08 and Article 9.14 amended December 2009 and December 2014) (Articles 9.03, 9.05 and 9.07 amended December 2017) Section 10 - Meetings of Members General Meeting of members There shall be held annually, on such date not later than December 20th as the Board of Directors may fix by resolution and at such time and place as the Board may determine, a General Meeting of members to receive a statement of its affairs, to elect Directors for the ensuing year, to appoint auditors and to deal with all matters properly placed before the meeting. An electronic copy of the financial statements and of the auditors report thereon shall be posted in the members section of the Club s website for all members no later than ten calendar days prior to the General Meeting of members. (Article 10.01, Annual General Meeting, amended December 2002, December 2012 and December 2014) Special General Meeting Special General Meetings of members may be called as follows: (a) Called by the Board A Special General Meeting of members may be called by the President when a majority of the Directors deem it necessary. (b) Called by the Members Upon the written request of the members having the right to cast more than 200 votes, a Special General Meeting of members may be held within 45 days after receipt of the request to consider the question or questions detailed in the members request Notice of Meetings Notice of meetings shall be communicated to all members of the Club by way of mail or electronic mail ( ). The notice calling a meeting shall be sent by the Secretary at least ten days before the date fixed for the meeting and shall state the time and place of the meeting and shall set forth concisely the matters to be discussed. Where the meeting for which notice is given shall include election of Directors, the time for giving notice to members of such meeting shall be at least 30 days. The business of a Special General Meeting of members shall be confined to the matter or matters set forth in the notice calling the meeting. No public notice or advertisement of any meeting of members shall be required. (Article 10.03, Notice of Meetings, amended December 2002, and December 2014)