Memorandum of Association

of
CAPE BRETON HIGHLANDS GOLF CLUB SOCIETY


1. The name of the Society is Cape Breton Highlands Golf Club Society.

2. The objects of the Society are:

(a) To provide for golfing and assisting the maintenance of Golfing activities at the Cape Breton Highlands Golf course at Ingonish Beach, in the County of Victoria, Nova Scotia.

(b) To assist and promote various recreational facilities and activities in relation to Golfing opportunities and facilities at the said Cape Breton Highland Golf Course.

(c) To, through various activities, raise the necessary funds to assure the continued provision by the Society of Golfing opportunities and facilities at the said Cape Breton Highlands Golf Course at Ingonish Beach aforesaid.

(d) To acquire by way of grant, gift, purchase, bequest, devise or otherwise, real and personal property and to use and apply such property to the realization of the objects of the Society.

(e) To buy, own, hold, lease, mortgage, sell and convey such real and personal property as may be necessary or desirable in the carrying out of the objects of the Society.

     PROVIDED that nothing herein contained shall permit the Society to carry on any trade, industry, or business and the Society shall be carried on without purpose of gain to any of the members and that any surplus or any accretions of the Society shall be used solely for the purposes of the Society and the promotion of its objects.

     PROVIDED further that if for any reason the operations of the Society are terminated, wound up or are dissolved and there remains at that time, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall be paid to some other charitable organization in Canada, having objects similar to those of the Society.

By-Laws

of

Cape Breton Highlands Golf Club Society


1. In these by-laws, unless there be something in the subject or context inconsistent
therewith:

(a) "Society" means CAPE BRETON HIGHLANDS GOLF CLUB SOCIETY.

(b) "Registrar" means the Registrar of Joint Stock companies appointed under the
Nova Scotia Companies Act.

(c) "Special Resolution" means a resolution passed by not less than three fourths
(3/4) of such members entitled to vote as are present in person or by proxy,
where proxies are allowed, at a General Meeting of which notice specifying
the intention to propose the resolution as a Special Resolution has been duly
given.


Membership

2. The subscribers to the Memorandum of Association and such other persons as shall
be admitted to membership in accordance with these by-laws, and none other shall be
members of the Society and their names shall be entered in the Registrar of Members
accordingly.

3. (a) The members of the Society shall be comprised of Junior Members and Senior Members.

(b) Junior Members shall be as required by By Law 14 and Senior Members shall be older than the Junior requirement.

(c) Junior Members shall automatically become Senior Members:

(i) when they become older than the Junior requirement,
(ii) if they make application for Senior membership, immediately following their last year of junior eligibility, and
(iii) if they have been registered in the instructional program sponsored by the Society, as mentioned in By Law 16, for three (3) years and that they were Junior Members of the Society for those three (3) years.

(d) The membership of the Society shall be comprised of all Junior Members plus Senior membership that shall not exceed 160 Senior Members unless those Junior Members in the preceding year who automatically qualify for Senior membership in the year in question, force the Senior membership over 160.

(e) If the Senior membership reaches 160 Senior Members or more as stated in By Law 3(d), no new Senior Members will be admitted to the Society until the Senior membership is reduced to less than 160 Senior Members in accordance with these By-laws and new Senior Members admitted to the Society under these circumstances shall not exceed 160 Senior Members in total, other than through circumstances set forth in By Law 3(d).

(f) If on March 15 of any given year, the Senior Membership of the Society is less than 160 Senior Members. The Board of Directors can then admit new Senior Members. The number of new members shall not be a number that would allow the total number of Senior Members to exceed 160.

(g) The number of new Senior Members shall be at the discretion of the Board of Directors and shall be in accordance with By Law 3(f) and the decision of the Board of Directors shall be final and not appealable.

(h) The new members admitted for membership in the Society shall be from new members applications made in accordance with By Laws 7 and 8 and priority shall be given in accordance with the criteria set out in By Law 3(i) and the next level of criteria set out in By Law 3(i) shall not be considered until the new members applications in the preceding criteria have been considered.

(i) In considering the admission of new Senior Members, the following criteria will be considered in sequence and priority will be granted in accordance with this sequence:

(i) Criteria “A” – Junior Members moving to Senior age status and will automatically become Senior Members in accordance with By Law 3(c);

(ii) Criteria “B” – Permanent residents of the area between the junction of Route 105 and the Cabot Trail (road to North River) and the junction of Route 105 and Cabot Trail (road to Englishtown) of the one part, and the base of North Mountain (Cape North side) of the other part; and the partners of those permanent residents on the condition that either the permanent resident or his or her partner pays property taxes in the County of Victoria;

(iii) Criteria “C” – Residents of the area set out in Criteria “B” or the sons or daughters of permanent residents and/or their partners as set out in Criteria “B”;

(iv) others.

(j) The term “Senior Members” is used in this By Law 3 only as a means of clarification and in the rest of these By-laws “Senior Members” are denoted as “members”.

(k) Any senior member who renews his/her membership in any given year and who is unable to play golf for medical reasons, shall be able to retain his or her membership for that year by supplying a doctor’s certificate to that effect and that senior member shall have his or her membership fee returned to him or her. Such senior members shall have such disability privileges for up to two (2) successive years without losing his or her membership.

4. Every member of the Society shall be entitled to attend any meeting of the Society
and to vote at any meeting of the Society in person or by proxy and to hold any office.

5. Membership in the Society shall not be transferable.

6. Membership shall comprise of those individuals who purchase a season pass with the
Cape Breton Highlands Golf Course and shall have paid membership dues as required by By Law 8 and have had his or her application for membership approved by the Board of Directors as required by By Law 20.

7. Applications for membership must be received by the Club Secretary on or before
March 15 in each year for the current year's membership.

8. Membership dues shall be paid with application for membership.

9. All members participating in Club Tournaments must establish and maintain a
handicap under the Slope System.

10. All members arc required to take an active role in Club activities and will be
appointed to assist in organizing Club Tournaments.

11. Subject to the above, no formal admission to membership shall be required and the
entry in the Registrar of Members by the Secretary of the name and address of any
organization or individual shall constitute an admission to membership in the Society.

12. Membership in the Society shall cease upon the death of a member or if, by notice
in writing to the Society, he or she resigns his or her membership or if he or she ceases to
qualify for membership in accordance with these by-laws.

13. Memberships will expire on December 31st, the end of the fiscal year.

14. A junior member shall be 18 years of age or younger as of May 30th of the current fiscal year.

15. A junior member is entitled to register scores with the handicap chairman and receive
an NSGA handicap card for competitive purposes.

16. A junior member is entitled to participate in any instructional program sponsored by
the Society-

17. A junior member may participate in duly specified tournaments sponsored by the
Society.

18. Junior members may not attend meetings of the Society or vote at any meeting of the
Society in person or by proxy.

19. Junior membership in the society shall be unlimited.

20. Any application for membership to the Cape Breton Highlands Golf Club Society is
subject to approval by the Board of Directors.

Fiscal Year

21. The fiscal year of the Society shall be the period from January 1st in any year to
December 31st in the same year.

Meetings

22. The annual General Meeting of the Society shall be held within three (3) months after
the end of each fiscal year of the Society.

23. An Extraordinary general Meeting of the Society may be called by the President or
by the Directors al any time and shall be called by the Directors if requisitioned in writing
by at least twenty-five per centum (25%) in number of the members of the Society, and at
least three (3) days notice, either orally or in writing, shall be given of the meeting specifying
(he place, day and hour of the meeting and in the case of special business, the nature of such
business to the members. The non-receipt of any notice by any member shall not invalidate
the proceedings at a General Meeting.

24. It is the responsibility of each member to keep the Club Secretary informed of his/her
current mailing address. Any written communication not reaching a current member
because of an obsolete address or postal service problems shall not be the responsibility of
the club.

25. At each Annual General Meeting of the Society, the following items of business shall
be dealt with and shall be deemed to be ordinary business:

1) Minutes of preceding Annual Meeting;

2) Consideration of the Annual Report of Directors;

3) Consideration of the Financial Statements, including Balance Sheet and Operating
Statement and the Report of the Auditors thereon;

4) Election of Directors and Officers for the ensuing year;

5) Appointment of Auditors;

All other business transacted at an Annual General Meeting shall be deemed to be
special business.

26. No business shall be transacted at any meeting of the Society unless a quorum of
members is present at the commencement of such business and such quorum shall consist
of not less than a number of members of the Society equal to the number which
constitutes a simple majority in number of the Directors in office at the time the meeting is
held.

27. If within one-half (1 /2) hour from the time appointed for the meeting a quorum of
members is not present, the meeting, if convened upon the requisition of the members, shall
be dissolved. In any other case, it shall stand adjourned to such time and place as a majority
of the members then present shall direct and, if at as such adjourned meeting a quorum of
members is not present, it shall be adjourned sine die.

28. The Chairperson of the Society shall preside as Chairperson at every General
Meeting of the Society.

29. If there is no Chairperson or if, at any meeting, he or she is not present at the time
of holding the same, the Vice-Chairperson shall preside as Chairperson.

30. If there is no Chairperson or Vice-Chairperson or if, at the meeting, neither the
Chairperson nor the Vice-Chairperson is present at the holding of the same, the members
present shall choose someone of their number to be Chairperson.

31. The Chairperson shall have no vote except in the case of any equality of votes. In the
case of any equality of votes, the Chairperson shall have a casting vote.

32. The Chairperson may, with the consent of the meeting, adjourn any meeting from
time to time and from place to place, but no business shall be transacted at any adjourned
meeting, other than the business left unfinished at the meeting from which the adjournment
took place, unless notice of such new business is given to the members.

33. At any meeting, unless a poll is demanded by at least three (3) members, a declaration
by the Chairperson that a resolution has been carried and an entry to that effect in the Book
of Proceedings of the Society shall be sufficient evidence of the fact, without proof of the
number or proportion of the members recorded in favour of or against such resolution.

34. If a Special Resolution is to be proposed at any meeting, ten (10) days notice, in
writing, of the date, time and place of the meeting, specifying the resolution to be proposed,
shall be given by ordinary mail, postage pre-paid, posted at such time as to be received by
members ten (10) days before the meeting in the usual course of the mail.

35. If a poll is demanded in manner aforesaid, the same shall be conducted in such
manner as the Chairperson may prescribe and the result of such poll shall be deemed to be
the resolution of the Society in General Meeting.


Vote of Members

36. Except as required by By Law 31 every member shall have one (1) vote and no more.

37. Voting by proxy shall be allowed at all meetings, A proxy must be in writing, signed
by the member and must authorize a member, named therein, to vote either specifically as
directed or, if there is no such direction, shall be deemed to allow the person so named to
vote the proxy as the appointee chooses. A proxy shall only be valid for the meeting
specified therein or, if no meeting is so specified, for the next meeting after the date of the
proxy or any adjournment thereof.

Directors

38. The number of Directors shall be ten (10).

39. Any member of the Society shall be eligible to be elected a Director of the Society.

40. All Directors shall be elected by the members at each Annual General Meeting of the
Society.

41. At the first Annual General Meeting of the Society and at every succeeding Annual
General Meeting, all the Directors and Officers shall retire from office but shall hold office
until the dissolution of the meeting at which their successors are elected and retiring
Directors and Officers shall be eligible for re-election.

42. In the event that a Director or Officer resigns his office or ceases to be a member in
the Society, whereupon his office as Director shall ipso facto be vacated, the vacancy thereby
created may be filled by the Board of Directors until the next following Annual Meeting at
which time the membership shall elect a Director, to fill the remaining portion of the term,
from among the members of the Society.

43. The Society may, by Special Resolution, remove any Director before the expiration
of the period of office and appoint another person in his stead. The person so appointed
shall hold office during such time only as the Director in whose place he is appointed would
have held office if he had not been removed.

44. Meetings of the Board of Directors shall be held as often as the business of the Society
may require, but not less than quarterly and shall be called by the Chairperson. A meeting
of the Directors may be held at the close of every Annual General Meeting of the Society
without notice. Notice of all other meetings, specifying the time and place thereof, shall be
given by the Secretary either orally or in writing to each Director within a reasonable time
before the meeting is to take place, but non-receipt of such notice by any Director shall not
invalidate the proceedings at any meeting of the Board of Directors.

45. No business shall be transacted at any meeting of the Board of Directors unless a
simple majority in number of the Directors are present at the commencement of such
business.

46. The Chairperson or, in his absence, the Vice-chairperson or, in the absence of both
of them, any Director appointed from among those Directors present, shall preside as
Chairperson at meetings of the Board.

47. The Chairperson shall be entitled to vote as a Director and, in the case of an equality
of votes, he or she shall have a casting vote in addition to the vote to which he or she is
entitled as a Director.


Power of Directors

48. The management of the activities of the Society shall be vested in the Directors who,
in addition to the powers and authorities by these by-laws or otherwise expressly conferred
upon them may exercise all such powers and do all such acts and things as may be exercised
or done by the Society and are not hereby or by statute expressly directed or required to be
exercised or done by the Society in General Meeting. The Directors may appoint an
executive committee consisting of the officers and such other persons as the Directors decide
and may appoint such other committees, and the members thereof, as may be required to
assure the carrying out of the Society's objects, but each committee shall have at least one
(1) Director on it who shall be the chairperson of the committee and the continuing existence
of and constitution of any committee except the executive committee shall remain entirely
in the discretion of the Board of Directors.

Officers

49. The officers of the Society shall be a Chairperson, a Vice-chairperson, a Treasurer
and a Secretary.

50. The Directors shall elect one (1) of their number to be the Chairperson of the Society.
The Chairperson shall have general supervision of the activities of the Society and shall
perform such duties as may be assigned to him or her by the members from time to time.

51. The Directors shall also elect from their number a Vice-chairperson. The Vice-
chairperson shall perform the duties of the Chairperson during the absence, illness or incapacity of the Chairperson, or during such period as the Chairperson may request him
or her to do so.

53. There shall be a Secretary of the Society who shall keep the minutes of the meetings
of members and Directors. The Directors shall elect the Secretary and shall also elect a
Treasurer of the Society to carry out such duties as the members or Directors may assign.


Audit of Accounts

54. The Auditors of the Society shall be appointed annually by the members of the
Society at the Annual General Meeting and, on failure of the members to appoint Auditors,
the Directors may so do.

55. The Society shall make a written report to the members as to the financial position
of the Society and the report shall contain a Balance Sheet and Operating Account. The
Auditors shall make a written report to the members upon the Balance Sheet and Operating
Account and, in every such report, they shall state whether, in their opinion, the Balance
Sheet is a full and fair Balance Sheet containing the particulars required by the Society and
properly drawn up so as to exhibit a true and correct view of the society's affairs and such
report shall be read at the Annual Meeting. A copy of the Balance Sheet showing the
general particulars of its liabilities and assets and a statement of its income and expenditure
in the preceding year, audited by the Auditors, shall be filed with the Registrar within
fourteen (14) days after the Annual Meeting in each year, as required by law.

56. The Society has power to repeal or amend any of these by-laws or the Memorandum
of Association by a Special Resolution passed in the manner prescribed by law and approved
by the Registrar pursuant to the Societies Act


Miscellaneous

57. The Society shall file with the Registrar with its Annual Statement a list of its
Directors with their addresses, occupations and dales of appointment or election and within
fourteen (14) days of a change Directors notify the Registrar of the change.

58. The Society shall file with the Registrar a copy, in duplicate, of every Special
Resolution within fourteen (14) days after the resolution is passed.

59. The seal of the Society shall be in the custody of the Secretary and shall be affixed to
any document upon resolution of the Board of Directors.

60. Preparation of minutes, custody of books and records and custody of the minutes of
all the meetings of the Society and of the Board of Directors shall be the responsibility of the
Secretary.

61. The books and records of the Society may be inspected by any member upon
reasonable notice at any reasonable time at the Registered Office of the Society.

62. Contracts, deeds, bills of exchange and other instruments and documents may be
executed on behalf of the Society by the Chairperson and the Secretary, or otherwise as
prescribed by resolution of the Board of Directors.

 

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