Bylaws North Battleford Golf and Country Club Inc.
(incorporated under The Non-Profit Corporations Act of Saskatchewan)
- The registered head office of the Corporation shall be in the City of North Battleford, in the Province of Saskatchewan.
- The holders of the three classes of membership as set out in the Articles of Continuance of the corporation shall have the following rights and privileges:
- The holder of a voting membership in good standing shall be entitled to vote at all meetings of the members and shall be entitled to be elected as a director. A voting membership alone shall not entitle the holder thereof to golfing and club house privileges.
- The holder of a golfing membership in good standing shall be entitled to golfing and club house privileges but shall not be entitled to vote at meetings of the members and shall not be entitled to be elected as a director.
- The holder of an honorary membership in good standing shall be entitled to the same rights and privileges as both voting and golfing members, but shall be exempt from payment of membership fees. The Board of Directors may issue honorary memberships to such persons as it sees fit. An honorary member shall be deemed to be both a voting member and a golfing member and any reference in these bylaws to voting or golfing members shall be deemed to include honorary members.
- All memberships are non-transferrable and are automatically terminated on the death of the member. The corporation shall not be required in any circumstances to purchase a membership back from any member.
- a. A voting member in good standing is any person qualified for membership who has not been suspended as provided herein and who:
- Has paid the requisite voting membership as provided in paragraph 4; or
- Was a common shareholder in the corporation prior to November 3, 1980 when each common share issued was converted into a voting membership.
Voting members shall be members for life unless suspended as provided herein.
- A golfing member in good standing is any person who has not been suspended as provided herein and who has paid the requisite golfing membership dues for any one calendar year. The holder of a golfing membership shall only be a member during the calendar year for which the membership was purchased.
- In order to purchase a voting membership an individual must pay a one-time voting membership fee which can only be purchased with a golfing membership. Thereafter the individual shall remain a voting member during his lifetime whether or not he purchases subsequent golfing memberships.
- The voting membership fee and the annual golfing membership fee shall be set by the Board of Directors as they deem advisable from time to time.
- The Board of Directors may suspend the membership of any person for just cause at any time. Such suspension of membership shall be executed at a regular meeting of the Board of Directors and shall be valid only if the said suspension receives a two third majority of the total Board of Directors. Such vote shall be conducted by signed ballot or written proxy and the results of the vote shall be recorded in the minutes of the meeting. Before any proposed membership suspension may be acted upon, a hearing in the presence of legal counsel, if so desired, shall be given to the individual member being suspended. Such decision shall be binding until the next annual general meeting at which the decision of the Board shall be reviewed, if requested by the suspended member. The decision of the members at that general meeting shall be binding on the suspended member until the next annual general meeting. A suspension which is continued at any annual general meeting shall be reviewed at the next annual general meeting and shall thereafter be reviewed each year at each annual general meeting, if so requested by the suspended member.
- A suspended voting member shall not be entitled to vote at any meeting of the members following his suspension nor shall a suspended member become or remain as a director or officer of the company. A suspended golfing member shall not be entitled to any golfing or club house privileges while his membership is suspended.
- Any suspended member whether voting or golfing shall, during the term of the suspension, be deemed to be a member not in good standing.
MEETINGS OF MEMBERS
- All members shall be subject to all bylaws, rules and regulations of the corporation.
- The annual or any other general meeting of the members shall be held at the head office of the corporation or at any place as the Board of Directors may determine and on such day as the Board of Directors shall appoint and at a time to be determined by the Board of Directors.
- At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of the auditors (if any) shall be presented and a Board of Directors elected and auditors (if any) appointed for the ensuing year. The Board of Directors or the President or Vice-President shall have power to call, at any time, a general meeting of the regular members of the corporation.
- Notice of the time and place of holding any general meeting of the corporation shall be given to the members by publishing the notice in a local newspaper which is distributed weekly in the North Battleford area, at least 15 days prior to the date of the meeting. Such notice shall give the time, place and object of the meeting.
- No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, to the members of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any director or officer for any meeting or otherwise, the address of the director or officer shall be his last address recorded on the books of the corporation.
- A special general meeting shall be called by the Secretary upon receipt of a written request by either:
- the Board of Directors; or
- 25% of the voting members of the corporation all of whom must have been voting members of the corporation for at least 12 consecutive months before the date of the meeting.
- Such written request for a special general meeting shall be served upon either the Secretary or the President by personal service.
- Request for a special general meeting by either of the above methods shall state the object for which the meeting is called and shall specify a time frame within which the meeting is requested.
- The duties of the Secretary upon receipt of a request for a special general meeting shall be:
- To notify, in writing, all directors on the Board of Directors of the receipt of such a request;
- To notify the members by publishing the notice in a local newspaper which is distributed weekly in the North Battleford area, at least 15 days prior to the date of the meeting. Such notice shall give the time, place and object of the meeting.
- A special general meeting shall be presided over by a chairman appointed by the voting members present at such meeting prior to any business being discussed.
- No business shall be transacted at the special general meeting except that for which the meeting is called.
- Quorum - 10 of the voting members who hold a golfing memberships in the most recent playing season, present in person at a meeting shall constitute a quorum.
- At all meetings of the corporation the resolution put to the vote of the meeting shall be decided by a show of hands of the members entitled to vote, unless a poll is demanded by at least three voting members. If a poll is demanded then the question shall be put to each voting member present and his vote shall be recorded in the minutes opposite his name.
OFFICERS OF THE CORPORATION
- At annual meetings the election of directors shall be by secret ballot, except where positions are filled by acclamation, all other business at an annual meeting may be voted on as set out above.
- The officers of the Corporation shall be a President, Vice-President, Secretary and Treasurer and other positions the Board of Directors determine from time to time. Provided, however, the offices of the Secretary and Treasurer may be combined and if this be done such combined office shall be known as that of Secretary-Treasurer.
- All officers of the corporation shall be elected by the directors annually at the first meeting of the directors following the annual general meeting of the members.
- In the event of a vacancy occurring in the position of any officer, prior to the normal expiration of that officer's term of office, the Board of Directors may, by resolution, fill such vacancy for the balance of that officer's unexpired term.
- The officers of the corporation shall hold office for one year from the date of appointment or election or until their successors are elected or appointed in their stead whichever shall occur sooner.
- No person may be elected to the office of President until that person has been both a voting member and a golfing member in good standing of the corporation for at least two years.
THE BOARD OF DIRECTORS
- Each retiring officer shall be eligible for reelection.
- Only voting members of the corporation who also hold a golfing membership and are in good standing are eligible for election to the Board of Directors.
- The affairs, business, rules, regulations and activities of the corporation shall be under the control, management and direction of the Board of Directors.
- One half of the members of the board shall be elected in the even numbered years for a period of two years and one half of the number of members of the Board of Directors shall be elected in the odd numbered years for a period of two years.
- The elected Board of Directors shall take office within 7 days of being elected.
- A quorum for the purpose of meetings of the Board of Directors shall be a majority of the current members of the Board of Directors.
- Except as otherwise provided in these Bylaws, all matters arising or dealt with at any meeting of the Board of Directors shall be carried or decided by a simple majority of those voting thereon. At such meetings the chairman shall not have a vote except in the case of a tie at which time he shall cast a tie breaking vote.
- The meetings of the Board of Directors shall be held at least four times every year at such time, and on such date and at such place as the Board of Directors shall determine.
POWERS OF THE BOARD OF DIRECTORS
- Special meetings of the Board of Directors may be called by the President or Vice-President at any time.
- The Board of Directors shall be responsible to the members of the corporation for the good management of the corporation.
- The Board of Directors shall cause minutes to be made and kept in the books provided for that purpose, of:
- All appointments and elections of officers and directors on the Board of Directors;
- All names of directors present at each meeting of the Board of Directors; and
- All resolutions passed and proceedings taken at all meetings of members of the corporation and of the Board of Directors and of all committees.
- The Board of Directors shall cause true accounts to be kept of:
- The assets of the corporation; and
- The sums of money received and expended by corporation and matters in respect of which receipts and expenditures took place.
- The Board of Directors shall have power to appoint any committees, special committees and auxiliaries as it may deem necessary. The Board shall have power to appoint members other than Board members thereto. Such bodies shall be responsible to the Board of Directors.
- The Board of Directors shall have power to appoint such officers, agents or special representatives as it may deem necessary for carrying on the work of the corporation. These appointees may be appointed with or without salary at the Board's discretion.
- The Board shall have power to engage legal counsel when it is deemed necessary.
- Any member of the Board of Directors absenting himself from three consecutive meetings of the Board without leave of absence shall cease to hold office.
- The Board of Directors shall have the power to fill up to three Director vacancies temporarily. At the next general meeting, the members shall have the option of approving the Board of Director's choice or electing new directors.
- If the office of the President becomes vacant during his term of office, the Vice-President shall automatically become President for the duration of the President's term of office.
- If more than three directors of the corporation resign from the Board during any calendar year a special general meeting shall be called forthwith by the Secretary for the purpose of electing directors to fill these vacancies.
- Any or all directors on the Board of Directors may be dismissed by the members at a special general meeting by a two thirds majority vote of the members present at the meeting who are entitled to vote. These vacancies shall then be filled by election at the same meeting. If the director so dismissed held an office, that office shall then be filled immediately by election by the new Board of Directors at a meeting of the directors to be held immediately following the special general meeting.
- Notice of motion for amendments to these bylaws shall be sent by registered mail to the Secretary or be personally served upon the Secretary and such notice shall be post marked or recorded not less than 45 days prior to the date of the annual meeting.
- Notice of motion for proposed significant policy amendments shall be sent by registered mail to the Secretary or be personally served upon the Secretary and such notice shall be post marked or recorded not less than 45 days prior to the date of the annual meeting.
- The Secretary shall notify the members of the proposed amendments by publishing the notice in a local newspaper which is distributed weekly in the North Battleford area at least 15 days prior to the date of the annual meeting.
EXECUTION OF DOCUMENTS
- These bylaws may be altered or amended only at an annual meeting with the consent of 75% of the voting members entitled to vote at that meeting.
- Contracts, documents or any instruments in writing requiring the signature of the corporation, shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon the corporation without any further authorization or formality. The Directors shall have the power from time to time by resolution to appoint an officer or officers on behalf of the corporation to sign specific contracts, documents and instruments in writing. The seal of the corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid by any officer or officers who are authorized by this paragraph to sign the contract, document or instrument. The Secretary shall be the custodian of the seal of the corporation, which he shall deliver only to other officers for sealing documents as provided herein, or to any other person who has been authorized to seal documents or retain the seal, by a resolution of the Board of Directors.
- In these bylaws and in all other bylaws of the corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include first incorporations.
- The fiscal year of the corporation shall be November 1 to October 31.
ENACTED by THE NORTH BATTLEFORD GOLF AND COUNTRY CLUB INC. at a meeting of the Board of Directors held on the _____day of _________, _____.
CONFIRMED by the Members in accordance with the Act at a general meeting of the Members held on the ____ day of ___________, _____.