Club By-Laws

Breezy Bend Country Club By-Laws

AS AMENDED TO DECEMBER 1998

REVISED DECEMBER 2000
REVISED DECEMBER 2002
REVISED JANUARY 2007
REVISED JANUARY 2009
REVISED JANUARY 2013
REVISED JANUARY 2016
REVISED JANUARY 2017

Breezy Bend Country Club (the ‘Club’)

By-Law No. 1 (1998)

GENERAL BY-LAW

Being a general By-law relating to the Regulation of the business and affairs of the Club The following is hereby enacted as a By-law of the Club:

ARTICLE I – SHAREHOLDERS

All right, title and interest in the Club property assets and effects shall be retained exclusively for shareholders, and shareholders shall alone have the right to attend and vote at business meetings of the Club, and shall alone be entitled to be elected Governors of the Club.
A shareholder must maintain a membership in accordance with Article II and a shareholder shall not be entitled to any of the privileges of the Clubhouse or grounds unless and until such person has become a Member of the Club pursuant to the By-laws, rules and regulations of the Club whereupon the shareholder’s entitlement shall be in accordance with the privileges accorded the shareholder’s membership category.

ARTICLE II – MEMBERSHIP

1. MEMBERSHIP – Categories of Membership in the Club shall be determined each year by the Board of Governors with the assistance of the Membership Committee. Qualification for and admittance to each membership category shall be determined by the Board of Governors. Each membership category will have restricted golf course privileges based on age and annual fees. (Revised January 12, 2016)

2. AGE : For the purpose of this Article, age shall be determined as at March 1.

3. BOARD OF GOVERNORS: Only Members who are holders of a share of the capital stock of the Club can be elected to the Board of Governors.

4. ORDINARY MEMBER – An ordinary member of the Club shall consist of each member, who having reached nineteen (19) years of age, is a holder of a share of the capital stock of the Club or whose family member is a holder of a share of capital stock of the Club, who has been approved by the Board of Governors as provided in Article V and who has made payment of the applicable membership category fees. (Revised January 12, 2016)

INACTIVE MEMBER – There shall be two classes of Inactive Membership:

a) A member may apply for inactive membership status at any time. The application must be in writing to the Board of Governors and outline the reason(s) for such application. Upon approval by the Board of Governors, the Member will be responsible for the fee, as determined by the Board of Governors, that is applicable to each application.

b) A member who has ceased to reside within three hundred (300) kilometers or less from the City of Winnipeg and within ninety (90) days thereafter indicates, in writing, to the Board of governors that he will henceforth be making only infrequent use of the Club, may make application to the Board of Governors to become an Inactive Member.

An Inactive Member, upon taking up residence in the City of Winnipeg or within three hundred (300) kilometers thereof, and upon written request to the Board of Governors within ninety (90) days of his so taking up residence, shall be reaccepted to Ordinary Membership forthwith without payment of any further entrance fee. Failing such request within ninety (90) days, such right of inactive membership and right of re-entry shall terminate.

The spouse or child of any member approved for Inactive membership may continue to hold his existing membership by paying the applicable fees.

An Inactive Member shall pay annual dues and green fees in such amounts as shall be determined by the Board of Governors from time to time and shall thereby be entitled to all the privileges of the Club except the right of election to the Board of Governors. The Board of Governors shall determine the number of golf games Inactive members are entitled to play during any golf season by virtue of being an Inactive Member.

Annual written application must be made to maintain an Inactive Membership status.

6. CLUBHOUSE MEMBER – There shall be four classes of Clubhouse Membership, all of which shall enjoy all the privileges of the Club except the right to play golf (except as a guest in accordance with Article III) which classes shall be as follows:

a) The spouse/companion of Members who have paid dues as determined by the Board of Governors from time to time may be granted a Clubhouse Membership without payment of any additional fees.

b) A person may apply for a Clubhouse Membership and upon approval of the Board of governors and payment of the applicable membership fee for this category be granted a Clubhouse Membership.

c) Applicants on the waiting list for membership and whose application has been approved by the Board of Governors, may, upon payment of such entrance fee as prescribed by the Board of Governors from time to time, request Clubhouse Membership status until such time as they are eligible for full membership without payment of any additional fees.

d) Any Clubhouse Member who has paid the required entrance fee for such membership shall be entitled to become a member without further approval by the Board of Governors.

7. HONORARY LIFE MEMBER

As a mark of respect and appreciation, the Board of Governors may, with the approval of ninety percent (90%) of its number, confer on any person the right and distinction of being an Honorary Life Member. Such right may be conferred in view of services rendered to the Club or for such other good reason as meets with the approval of the Board of Governors. Such membership shall be without dues and shall embrace all the privileges of the Club except the right of election to the Board of Governors.

ARTICLE III – GUESTS

A member may introduce friends as guests to the Club. Limited golfing privileges will be extended to those registered guests upon payment by the Member/Guest of such green fees as shall be set forth by the Board of Governors from time to time.
Guests of the Club as set forth in the preceding paragraph must at all times be accompanied at the Club by the Member introducing them, the member shall sign the register, and shall be responsible for such guests and their behaviour and for all debts, liabilities and engagements incurred or entered into by such guests with the Club.
Notwithstanding the foregoing, the admission of guests to the Club as aforesaid may be restricted at any and all times at the discretion of the Board of Governors and an additional admission fee for guests may be fixed by the Board of Governors for any occasion or period the Board may determine.

ARTICLE IV – RECIPROCAL PRIVILEGES

The Board of Governors shall have power from time to time to arrange for a reciprocal exchange of privileges with such other Clubs as it considers desirable and upon such terms as may be mutually agreed with such other Clubs.

ARTICLE V – APPLICATION AND ELECTION

Applications for membership shall be in writing and in such form as the Board of Governors shall from time to time determine. An applicant for membership shall be proposed and seconded by two Ordinary Members of the Club who are in good standing and one of which is not a member of the Board of Governors of the Club. Application for membership shall in all cases be accompanied by such entrance fee, if any, as may from time to time be fixed by the Board of Governors in accordance with Article VI of this By-Law.The Board of Governors shall have the power to approve or reject the applications for membership if, at its discretion it determines it is in the best interests of the Club to so do. The proposer of a rejected applicant may, upon writing the Secretary, have the rejected applicant’s application voted upon by the shareholder members. The voting shall take place by a mailing to the shareholders. Only votes returned to the Secretary within fifteen (15) days from the date of mailing shall be counted. No ballot shall be valid unless at least twenty (20) shareholder members vote. If more than ten percent (10%) of the votes cast are against admission of the applicant, then the applicant shall be excluded and the Board of Governors decision affirmed.
In the event that the class of membership is filled, the names of applicants when approved by the Board of Governors shall be entered on the waiting list in the order in which the applications were received by the Chairperson of the Membership Committee and not in the order in which they were approved. Vacancies occurring in any membership category will be allocated to the applicant whose name has been on the waiting list the longest except as provided in Article II.
Upon the approval of any person as a Member, he shall be notified in writing, and upon payment of the entrance fee and annual fees as and when due but not before, such person shall be entitled to such privileges of the Club as the category of membership provides.
All Members must immediately notify the Secretary of any change of address. Failure to do so shall be deemed a waiver of the notice called for under the By-Laws and rules of the Club.

ARTICLE VI – FEES AND TRANSFERS

The fees payable and categories shall be such as may be determined by the Board of Governors from time to time.
The Board of Governors may determine that an entrance fee shall be payable upon application for shareholder membership, or upon the change of the nominee of a corporate shareholder, in the Club.
All annual fees shall be payable by the 28th day of February in each year unless an alternate payment plan, approved by the Board of governors, has been selected. (Revised January 15, 2007)
No transfer of any share of the Club shall be made except with the approval of the Board of Governors; all shares shall be transferred on the books of the Club in such manner and subject to such restrictions and regulations as may be imposed by the By-Laws of the Club.
When a shareholder transfers his share, such shareholder shall thereupon cease to be a member of the Club and cease to be entitled to enjoy the privileges and activities of the Club whether or not annual fees for the year may have been paid. The Board of Governors may refuse to register or approve the transfer of a share from a shareholder or his estate if the transferee already owns a share or if the Board of Governors, in its discretion, determines it is not in the best interests of the Club to so do.
When a shareholder who has paid his annual fee for the year, transfers his share to any person and the transferee is elected a member, such transferee shall not be required to pay an annual fee before the 28th day of February next ensuing, providing that the transferor then ceases to be a member. (Revised January 15, 2007)
Statements of the accounts of Members for any indebtedness incurred shall be rendered monthly on or before the 15th day of the succeeding month in which they were incurred, and shall become due and payable on the 25th day of the same month. (Revised January 15, 2007)
In the event that any member fails to pay his annual dues by the 31st day of March the member shall be subject to the payment of interest on the unpaid sum and shall automatically lose all privileges of the club. Such loss of privileges to remain in force until payment of all arrears has been received. In the event payment has not been made by June 1 the member shall be deemed to have resigned from the club and notification provided to the member by ordinary mail at the members last know address. (Revised January 15, 2007)
In the event that any member fails to pay any other indebtedness to the club by the 25th day of the second month in which the indebtedness was incurred, the General Manger shall have the right upon notification to the member, to suspend the privileges of the member until satisfactory arrangements have been made to retire the indebtedness by the member. (Revised January 15, 2007) Breezy Bend Country Club By-Laws Page 6
All rights of membership of any Member and all his right, title and interest and claim in and to any and all of the privileges and rights of the Club shall cease upon the death, resignation, dismissal or expulsion, of such Member, and if a shareholder ceases to be a Member of the Club by resignation, dismissal or expulsion, he or in the case of death, his personal representative, shall have no right to attend shareholders’ meetings or to vote thereat or take any part in the management or control of the affairs of the Club or to membership therein unless duly elected.
Any shareholder wishing to become an Inactive Member may, by notification in writing duly filed with the Secretary after November 1st and before March 1st in any succeeding year, apply for transfer to Inactive Member status for the year ending the last day of February the following year. Upon the Board of Governors, by resolution approving of his application but subject to payment of all assessments that may be assessed or charged against the Inactive Member from time to time by the Board of Governors, he shall become an Inactive Member for the period of one year after which he shall automatically revert to the status of a shareholder member and be responsible for all obligations attached to such membership.
The Treasurer shall on or before the first day of February in each year, mail to the last known address of each shareholder a statement setting forth the annual fee payable by such shareholder for the coming season, and unless such shareholder shall on or before the first day of March following give notice to the Secretary, in writing, of change in registration, the fees so set forth shall be payable by such shareholder accordingly.
All debts, which shall include the annual fee, liabilities and engagements due to and subsisting with the Club by or on the part of any and every shareholder shall at all times and in all cases be a first and paramount lien on each and every share of such shareholder and the Board of Governors may and they are hereby empowered to sell and dispose of such share or shares, either wholly or in part, as the case may seem to require, by way of or towards satisfaction of such debts, liabilities or engagements. Such sale may be made by tender or privately, and the Secretary or Treasurer for the time being is authorized and empowered to transfer any share so sold to the purchaser, whereupon such transferee shall become the absolute owner of such share. The Board of Governors may refuse to register a transfer of any share or shares upon which the Club has a lien.
In the event of the death of a shareholder, the Board shall have the right to waive or to refund a part or all of the membership fee deemed by the Board to be unused by the deceased shareholder. The transfer fee of the deceased shareholder’s share may be waived or reduced if transferred to the deceased’s spouse, son or daughter.

ARTICLE VII – GENERAL

The Club shall not be responsible for any damage or injury or loss of property happening to any shareholder or to any member of the Club or to any guest or visitor taken or introduced to the Club premises, whether such damage, injury or loss happened by reason of the negligence or otherwise of the Club, its officers, employees, servants or agents, or of any other person, and every member of the Club and every guest or visitor taken or introduced to the Club shall use the Club premises at his own risk.
Except as hereinafter otherwise expressly stated or as authorized by resolution of the Board of Governors, no Member shall receive any profits, salary or emolument from the Club. This rule shall not prevent any member of the Club from selling to, or purchasing from the Club any property, goods, stock or any securities for money. Provided, further, that the Board of Governors shall have the power to engage any shareholder Member of the Club and to pay him or them such salary or salaries or other remuneration as the Board of Governors may deem advisable.
Unless pursuant to permission granted as authorized in paragraph 6 of this Article, no Member of the Club as hereinbefore defined, shall have, bring or consume, or shall cause or procure to be had, brought or consumed, in, on, upon or about the premises of the Club, or any part of parts thereof, any liquor of any nature or kind which is intoxicating. Any member committing a breach of this Section may be disciplined by the Board of Governors and may be suspended for such period as the Board of Governors in its absolute discretion may determine, and any such Member committing a breach of this Section on any further occasion or occasions in the absolute discretion of the Board of Governors may either be suspended for such period as they may determine or be expelled from the Club. The term “liquor” where used in these By-Laws shall be as described in the Manitoba Liquor Control Act.
Unless pursuant to permission granted as authorized in paragraph 6 of this Article, no Member of the Club as hereinbefore defined shall knowingly allow any guest or visitor of such Member to have, bring, or consume, or to cause or procure to be had, brought or consumed in, on, upon or about the premises of the Club any liquor. Any Member committing a breach of this Section may be disciplined by the Board of Governors and may be suspended for such period as the Board of Governors in its absolute discretion may determine, and any such Member committing a breach of this Section on any further occasion or occasions shall on each such further occasion or occasions in the absolute discretion of the Board of Governors either be suspended for such period as they may determine or be expelled from the Club.
In case any guest or visitor as hereinbefore defined by these by-laws, shall have, bring or consume, or shall cause or procure to be had, brought or consumed, in, on, upon or about the premises of the Club, or any part or parts thereof, any liquor as aforesaid, contrary to the provisions of this Article, the Board of Governors may in its discretion prohibit any such guest or visitor from entering upon or using the premises of the club in any manner whatsoever for such period as the Board of Governors may determine.
Notwithstanding the foregoing, the Board of Governors may authorize the appropriate officers of the Club to obtain a banquet permit under “The Liquor Control Act” allowing intoxicating liquor to be served at special functions and may serve and permit Members or their guests to consume intoxicating liquor at such functions in the Club premises. Notwithstanding the forgoing, Members and their guests may purchase and consume liquor in such areas of the Club as are licensed under “The Liquor Control Act” of Manitoba.
In case the conduct of any Member as hereinbefore defined either in or out of the Club premises, shall in the opinion of the Board of Governors be injurious to the character, interest or good order of the Club, the Board of Governors may request such Member to resign, and if he consents, an appropriate portion of the annual fee of the current Club season, if paid, shall be returned, but if he does not resign within fourteen (14) days from the date of such request, the Board of Governors may by resolution suspend or expel the offending member who shall thereupon cease to be a Member of the Club. The suspended or expelled Member shall have the right to appeal against the decision of the Board of Governors to a meeting of the shareholders. If at such meeting two-thirds of the shareholders present at the meeting shall vote against the expulsion, the decision of the Board of Governors shall be reversed and the member reinstated.

ARTICLE VIII – MANAGEMENT

The Club shall be managed by a board consisting of up to fifteen (15) Shareholders which board shall be known as the “Board of Governors”. Shareholders shall be elected at each annual general meeting to serve a two (2) year term on the Board of Governors. The Governors shall continue in office until their successors are elected. Any vacancies occurring on the Board of Governors during the year may be filled from among the shareholders by the remaining Governors, and such shareholder so appointed shall act until the term of the member whose vacancy he is filling has expired. (Revised January 15, 2007) (Revised January 12, 2009) (Revised January 14, 2013)
The Club may at any Special or Annual Meeting of shareholders by resolution remove any Governor before the expiration of his period of office, and may appoint another person in his stead to fill the balance of his term.
At all meetings of the Board of Governors, five shall form a quorum.
The Board of Governors may by resolution from time to time make regulations not consistent with these By-Laws to carry out the powers conferred upon it by “The Corporations Act”, and this By-Law.
At the first meeting of the Board of Governors after the Annual General meeting, the new board shall be introduced. The President, Vice-President, Treasurer, and Secretary shall comprise the Executive Committee which convenes at the call of the President. The Executive Committee shall have such powers of the Board as may be conferred upon it by the Board save and except the power to amend the By-laws. (Revised January 15, 2007)
Regular meetings of the Board of Governors shall be called from time to time upon notice by the Secretary. Special meetings of the Board may be called by the President or a Vice-President at any time, and shall be called by any of them upon written request of three members of the Board of Governors. Notice of Special Meetings shall be given either personally or by mail to all members of the Board of Governors at least twenty-four (24) hours previous to the holding thereof, and in such notice the time and place of holding the same, and the general nature of the business to be transacted shall be stated.
Notwithstanding the foregoing, a meeting of the Board of Governors may be held at any time and place without any notice of same if all the governors are present thereat, or if the absent Governors signify their assent in writing to such meeting and their inability to attend, or ratify in writing the proceedings at such meeting and the resolutions and by-laws passed thereat. Provided further that if it shall be deemed expedient or necessary, any meeting of the Board of Governors may be properly called by a notice given to the Governors by telephone or otherwise at least one (1) hour previous to the time appointed for holding such meeting. Provided further that it shall not be necessary to give any notice of any Board of Governors meeting to any Governor who is at the time temporarily absent from Metropolitan Winnipeg.
If all the Governors consent, a Governor may participate in a meeting of the Board of Governors by means of such telephone or other communication facilities as permit all persons participating in the meeting to hear each other, and a Governor participating in the meeting by that means is deemed, for the purpose of The Corporations Act, to be present at the meeting.
Questions arising at any meeting of Governors shall be decided by a majority of votes, The chairman of the meeting shall not have a vote on any such questions except in the event of an equality of votes, the chairman of the meeting shall have a casting vote as if he were a Governor only and not chairman of the meeting.
The Board of Governors may from time to time hire a General Manager or Manager and may delegate to him authority to manage and direct the business and affairs of the Club (except such matters as by law must be transacted or performed by the Board of Governors and/or by the shareholders). The General Manager or Manager shall conform to all lawful orders given to him by the Board of Governors and shall provide to the Governors or any of them all information which may reasonably be required regarding the business and affairs of the Club.
A Governorship shall automatically become vacant by reason of death, resignation, bankruptcy or judicial determination of mental incompetency. Additionally any Governor is subject to removal from office by reason of just cause, including any failure to attend and without prior notice to and permission from the Board, three consecutive meetings of the Board of Governors. The following procedure must be followed in order to remove a Governor from office for just cause:

a) a motion to remove for cause must be presented at the meeting of the Board prior to the meeting at which the motion is to be considered
b) the Governor who is the subject of the motion shall receive notice of the motion and the date of the meeting at which the motion will be considered
c) the meeting at which the motion is considered must have a quorum exclusive of the Governor who is the subject of the motion and the Governor who made the motion
d) neither the Governor who is the subject of the motion nor the Governor who made the motion shall vote on the motion
e) the motion to remove shall be voted on by secret ballot and shall require a two thirds (2/3) for passage

ARTICLE IX – MEETINGS OF SHAREHOLDERS

The Annual Meeting of Shareholders shall be held at the Clubhouse or at such other place as the Board of Governors shall direct on the call of the Board of Governors not later than the 31st day of April at 8:00 o’clock p.m. Twenty one (21) days’ notice of the Annual Meeting and the place of holding same shall be given by standard or electronic mailing notice to the Shareholders at the addresses or email addressed mentioned in the register of shareholders kept for that purpose. Unless a shareholder shall have notified the Secretary, in writing, of a more specific address, it shall be sufficient to state Winnipeg as the proper post office address. In addition to the notice calling the meeting there shall be included the report from the nominating committee and a notice of the time at which the nominations for election to the Board of Governors shall close. No Shareholder shall be entitled to more than one vote. Votes may be given personally or by proxy. At the annual and all other meetings of the shareholders a quorum shall be not less than twenty (20) shareholder members present in person at such meeting. No business shall be transacted at any meeting unless the quorum requisite be present at the commencement of the business. (Revised January 12, 2009) (Revised January 9, 2017)
Special General Meetings of the Shareholders may be called at any time (a) by the President; (b) on resolution of the Board of Governors; (c) on written requisition to the President signed by not less than twenty (20) shareholders in good standing.
The order, requisition or resolution shall specify the general nature of the business to be transacted at such Special General Meetings. It shall be the duty of the President on receipt of such resolution or requisition to cause a Special General Meeting to be called by the Secretary of the Club. If the President should refuse, neglect or be unable to call such meeting, the Governors voting for such resolution or the shareholders signing such requisition, as the case may be, may at the expiration of seven (7) days after the President has been notified of such resolution or requisition, themselves call such meeting or cause the same to be called by the Secretary of the Club.
Three (3) days notice of all general meetings of the shareholders, except the Annual Meeting, shall be given by mailing the same to the shareholders at the address mentioned in the register of the shareholders to be kept for that purpose. Unless the shareholder shall have notified the Secretary in writing of a more specific address it shall be sufficient to state Winnipeg as the proper post office address.
At all meetings of Shareholders, every question may be decided, in the first instance, by show of hands unless a poll thereon be required by the chairman or be demanded by any Shareholder present or represented by proxy and entitled to vote. Upon a show of hands, every person present and entitled to vote shall have one vote. After a vote by a show of hands has been taken upon any question, any shareholder present or represented by proxy and entitled to vote may then demand a poll thereon. Whenever a vote by a show of hands shall have been taken upon a question, unless a poll thereon be so demanded, a declaration by the chairman of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried, and an entry to that effect in the minutes of the meeting, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against any resolution or proceeding in respect of the said question.
Every question at any meeting will be decided by a majority of votes, unless the Act or any by-law requires otherwise. If the vote is tied, a second vote will be called. If the vote remains tied, the question will be defeated.
All meetings of the Club and of any Committee of the Club shall be ruled by Robert’s Rules of Order, Newly Revised.

ARTICLE X – ELECTIONS

The Past President shall chair a Nominating Committee which shall consist of three (3) Shareholder Members of the Club in good standing. (Revised January 15, 2007)
The Nominating Committee shall select from the members of the Club, in good standing, a sufficient number of candidates to fill the vacancies on the Board (having first obtained their consent to be nominated).
The Nominating Committee shall make a report in writing to the Secretary of the Club setting out the names of such candidates not less than four weeks before the Annual Meeting.
In addition to the power of nomination hereby granted to the Nominating Committee, any two members of the Club in good standing may nominate any member in good standing for election by a letter in writing addressed to the Secretary, provided that the member so nominated must endorse his consent to nomination upon the said letter.
All such nominations must be filed with the Secretary of the Club, at the offices of the Club, one week before the Annual Meeting, and no nominations shall be received after such time.
The Board of Governors shall fix a time not more than seven (7) days before the Annual Meeting, when nominations shall close.
As soon as the time for nominations has elapsed (provided that more nominations have been received than there are Governors to be elected), the Board of Governors shall cause a ballot to be prepared containing the names of those selected by the Nominating Committee, together with all those nominated by the members at large under paragraphs (4) and (5) hereof, and such ballot shall be the ballot used at the Annual Meeting of the Shareholders.

ARTICLE XI – DUTIES OF OFFICERS

The President, and in his absence a Vice-President, shall preside at all meetings of the Club and of the Board of Governors. In their absence from any meeting, the shareholders or the Board of Governors may elect its own presiding officer. The President with the Secretary sign all deeds, conveyances, share certificates, or other instruments required by law to be executed under seal, and shall exercise such power as may from time to time be prescribed by the Board of Governors. In the absence or inability of the President, a Vice-President shall perform the duties and exercise the powers of the President. In the absence of the Secretary any other Governor may exercise the powers of the Secretary.
The Secretary shall keep a record of the proceedings of the meetings of the Club and of the Board of Governors. He shall have the custody of the seal of the Club and shall sign with the President all instruments required by law to be executed under seal and shall affix the seal thereto. He shall keep a register of shareholders, shall be custodian of the Club’s books, documents and papers. The Board of Governors may, if deemed necessary, provide for and appoint an assistant Secretary and/or Club Manager, prescribe his duties and fix his compensation.
The Treasurer shall receive the moneys of the Club, and keep an account of the same. He shall deposit all the Club moneys in the bank to be selected by the Board of Governors in the name of the Club. He shall make his report to the Club at the annual meeting and to the Board of Governors from time to time as required. The Board of Governors may if it deems necessary, appoint an Assistant Treasurer, prescribe his duties and fix his compensation.

ARTICLE XII – SEAL

The Club shall have a corporate seal of the design impressed on the margin of these By-Laws.

ARTICLE XIII – BANK ACCOUNT

The Club’s bank account shall be kept in such chartered bank(s) or credit union(s) as the Board of Governors may by resolution from time to time determine. Cheques on the Club’s bank account, drafts drawn or accepted by the Club and promissory notes given by it may be signed, drawn or accepted, as the case may be by such officers or persons as the Board of Governors may by resolution from time to time name for the purpose. (Revised January 15, 2007)
Bills of exchange, promissory notes, cheques or orders for money may be endorsed for deposit to the credit of the Club’s bank account by such officer or person as the Board of Governors may by resolution from time to time name for that purpose.

ARTICLE XIV – FISCAL YEAR

The fiscal year of the Club shall end on the 31st day of October in each year.

ARTICLE XV – HEAD OFFICE

The Head Office of the Club shall be in the Rural Municipality of Headingley at such location as the Board of Governors may by resolution determine.

ARTICLE XVI – AMENDMENTS

The Board of Governors shall have power to alter or amend these By-Laws, and to enact new By-Laws, but every such By-Law and every repeal, amendment and re-enactment thereof, unless in the meantime confirmed at a general meeting duly called for that purpose, shall only have force until the next Annual Meeting.

ARTICLE XVII – DISSOLUTION

Upon its liquidation, winding-up or dissolution, and after payment of all debts and liabilities, and after repayment to its Shareholders of all the paid up capital of all issued and outstanding shares in the Club, the Club shall pay or transfer all remaining property and assets of the Club to the Shareholders of record at that time providing they are not in default in the payment of any monies due to the Club, whether on account of membership fees, special assessments or levies, accounts incurred for the purchase of goods and services or otherwise. (Revised December 11, 2000)

ARTICLE XVIII – CAPITAL STOCK

No shareholder shall hold or own more than one share in the capital stock of the Club and the Board of Governors shall not approve any subscription or transfer of any share or shares in the capital stock in the Club in contravention of the foregoing.

ARTICLE XIX – INTERPRETATION

In this and any other by-law, the following rules apply unless the context indicates otherwise:

Singular words include the plural.
Gender specific words include the opposite gender.
Reference to persons includes corporate entities.
Reference to any by-law, statute or law includes any later amendment or reenactment of the by-law, statute, or law.
Effective as of the date of enactment hereof, By-Law No. 1 of the Club, as supplemented and as amended from time to time, is hereby repealed and replaced.

BY-LAW NO.2 (1990)

1. The Board of Governors may and they are hereby authorized from time to time to:

(a) borrow money upon the credit of the Club;
(b) limit or increase the amount to be borrowed;
(c) issue bonds, debenture stock or other securities of the Club;
(d) pledge or sell such bonds, debentures, debenture stock or other securities for such sums and at such prices as may be deemed expedient;
(e) mortgage, hypothecate, charge or pledge all or any of the real and personal property, undertaking and rights of the Club to secure any such bonds, debentures, debenture stock or other securities or any money borrowed or any other liability of the Club;
(f) give indemnities to any Governor or other person who has undertaken or is about to undertake any liability on behalf of the Club to secure such Governor or other person against loss by giving him a mortgage or charge upon the whole or any part of the real or personal property of the Club by way of security;
(g) authorize any Governor or Governors, Officer or Officers, employee of the Club or other person or persons, whether connected with the Club or not, to sign, execute and give on behalf of the Club all documents, agreements and promises necessary or desirable for the purposes aforesaid.

2. The Governors may from time to time by resolution delegate to the President and the Secretary or to any two Officers of the Club (including the President or Secretary) all or any of the power conferred on the Governors by paragraph 1 of this By-Law to the full extent thereof or such lesser extent as the Governors may in such resolution provide.

3. The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any powers to borrow money for the purposes of the Club possessed by its Governors or Officers independently of a borrowing By-Law.

4. Effective as of the date of enactment hereof, By-Law No. 2 of the club is hereby repealed and replaced.

ENACTED THIS______day of____________________, 20___

WITNESS the corporate seal of the Club

President Barry Mcleod , Vice President Janice Epp

Treasurer Ed Nieroda , Secretary Tom Reimer