The Code of Conduct is intended to establish clear expectations for acceptable behavior at Hamilton Golf & Country Club (“HGCC”) which apply to members, guests and employees. It is not intended to restrict individual rights, but rather to ensure that all members, guests and employees can expect to be treated with respect while playing, working or attending HGCC.

Only Members in good standing and guests are entitled to use the clubhouse, golf course, and practice facilities. The rights of any member to the privileges of HGCC shall coexist with the period of his or her membership subject to the by-laws, policies and rules of HGCC. The HGCC deems that all members have given their consent to be bound by its by-laws, policies and rules as may be established or revised from time to time.

The Board of Directors shall set policy and HGCC shall deal with all matters pertaining to the conduct of the members, their guests and employees.

All persons shall:

• Conduct themselves in a respectful, cordial, and sportsmanlike manner
• Respect the rights of other members and their guests at all times
• Respect the traditions of HGCC and the game of golf at all times
• Adhere to all HGCC’s by-laws, policies and rules including, but not limited to; Dress Codes, Course Etiquette, Cell Phone Policy, Alcohol Policy, Smoking Policy, Harassment Policy, etc.
• Recognize the rights of employees to work, and of members to participate in an environment free of harassment
• Comply with the laws of the City of Hamilton, Province of Ontario and the Country of Canada

All persons shall not:

• Attempt to reprimand other members or staff and should address any area of concern with the COO or Board
• Physically or verbally abuse or harass, including sexual harassment, any member, guest or staff member

Breach of Code of Conduct

Management and staff are authorized, to take steps necessary, (including temporary resolutions), to ensure club policies/rules are observed and to contact police in the event of criminal conduct. Any member, guest or employee who observes breaches of the Code of Conduct, shall inform the COO or Head Professional or Senior Management Staff of such a breach. Once notified the COO may contact staff, member(s), guest(s) or witnesses involved to review the incident. The COO will report his or her findings to the Board of Directors which may conduct further investigation and impose disciplinary action if appropriate. Discipline may include suspension of privileges, the further involvement of legal authorities and or expulsion from the club as detailed in the By-Laws.

The Hamilton Golf & Country Club is committed to providing an environment in which all members, guests and employees are treated with respect and dignity. Harassment of any kind will not be tolerated.

Harassment is any single or repeated occurrence of inappropriate conduct, comment, display, action or gesture or incidents of bullying that the person knows or ought reasonably to know could have a harmful effect on one’s psychological or physical health and safety.

Harassment includes conduct that is based on any personal characteristic such as, but not limited to, race, creed, religion, colour, sex, sexual orientation, gender identity, pregnancy, marital status, family status, disability, physical size or weight, age, nationality, ancestry, or place of origin.

Harassment also includes any inappropriate sexual conduct that is known or ought reasonably to be known to the person responsible for the conduct to be unwelcome, such as, but not limited to sexual solicitation or advances, sexually suggestive remarks, jokes or gestures, circulation or sharing inappropriate images or unwanted physical contact.

The Board of Directors and Management pledges to investigate and deal with all incidents and complaints of harassment in a fair and timely manner, respecting the privacy of all concerned parties as much as possible. Discipline may include suspension of privileges, the further involvement of legal authorities and or expulsion from the club as detailed in the By-Laws.

To view a pictorial version of the HGCC Dress Code for Golfing Areas please CLICK the link directly below.

HGCC DRESS CODE – GOLFING AREAS – April 24, 2025

Proper attire is an important element of the traditions and standards we uphold at Hamilton Golf and Country Club.

Dress Code Guidelines
1. The Club’s Dress Code is intended to ensure appropriate, reasonable, and respectful standards of attire are maintained throughout Club premises.
2. Golf attire must be neat, tailored, and consistent with both Club standards and the tradition of the game.
3. The Member is solely responsible for ensuring that they, their guests, and their children are appropriately attired while at the Club. Members are encouraged to share the dress code policy with their guest(s) to prevent an uncomfortable situation upon arrival.
4. The Board of Directors authorizes Club staff to deny access to the Club to any member or guest who fails to comply with the dress code. All interpretations of the dress code will be at the discretion of the staff.
5. The Professional Shop carries appropriate attire to help address inadvertent dress code violations.
6. Members and guests must change into golf attire, including golf shoes, in the Locker Room—not in the parking lot.

While Club Staff are authorized to address dress code violations, this can create an uncomfortable situation for staff members and correspondingly members and possibly their guests. The Board of Directors urges members and guests to comply with the dress code at all times and the Board also fully supports the Club Staff in this responsibility and will refer repeat offenders to the Conduct Review Committee for further action.

Certain areas of the Club have different dress codes.
1. Golfing Areas: Golf Courses (including Short Course), Practice Tee, Short Game Practice Area and Putting Greens. Specific to Simulators: Colt’s Corner is considered a Golfing Area, with the exception of headwear.
2. Clubhouse:
a. Lower-Level Clubhouse: Solarium, Mixed Lounge, Grill Room and Patios.
b. Upper-Level Clubhouse: Great Hall, Main Dining Room, Marshall Lounge, Morrison Balcony and Board Room.

Golfing Areas

Men and Junior Boys

Permitted
• Collared shirts at all times, including under sweaters, quarter-zip pullovers, hoodies, or jackets. Turtlenecks, mock necks and blade collars are acceptable. Shirts must always be tucked in.
• Tailored pants and golf-branded joggers.
• Tailored golf shorts must be conservative in length.
• Soft spikes and spikeless golf shoes. No metal spikes. Running shoes or golf sandals are permitted only with the approval of the Professional Shop, for medical reasons.
• Knee-length socks or low-cut sockettes with shorts. Crew or mid-calf socks are not permitted.
• Hats, caps and visors must be worn with the brim forward-facing and may only be worn on the patio and in the locker rooms. Headwear must be removed in all other areas of the clubhouse.
• Golf-branded hoodies (with a collared shirt underneath). Hoodies featuring large front pockets (kangaroo-style) are not permitted. Hoods must always remain down while in the clubhouse.
• Golf-related logos only. No sports team or corporate logos. Logos should not exceed 3”x 3”.

Not Permitted
• T-shirts.
• Track pants, sweatpants or tracksuits.
• Cargo shorts or pants.
• Denim.

Women and Junior Girls  

Permitted
• Golf-branded tops must have a collar and/or sleeves. Tops may be untucked if designed to be worn that way.
• Tailored pants, including capri pants and golf-branded joggers.
• Conservative-length shorts, skirts and skorts.
• Leggings and yoga pants should be worn only as a layer under shorts, skirts or skorts.
• Soft spikes and spikeless golf shoes. No metal spikes. Running shoes or golf sandals are permitted only with the approval of the Professional Shop, for medical reasons.
• Socks with shorts, skirts or skorts must be knee-length or low-cut sockettes. Crew or mid-calf length socks are not permitted.
• Hats, caps, and visors must be worn with the brim forward-facing and may only be worn on the patio and in the locker rooms. Headwear must be removed in all other areas of the clubhouse.
• Golf-branded hoodies (with a suitable woman’s top underneath). Hoodies featuring large front pockets (kangaroo-style) are not permitted. Hoods must always remain down while in the clubhouse.
• Golf-related logos only. No sports team or corporate logos. Logos should not exceed 3”x 3”.

Not Permitted
• T-shirts.
• Track pants, sweatpants or tracksuits.
• Cargo shorts or pants.
• Denim.
• Leggings or yoga pants unless worn as a layer under shorts, skirts or skorts.

To view a pictorial version of the HGCC Dress Code for Clubhouse Areas please CLICK the link directly below.

HGCC DRESS CODE – CLUBHOUSE AREAS – April 24, 2025

Proper attire is an important element of the traditions and standards we uphold at Hamilton Golf and Country Club.

Dress Code Guidelines
1. The Club’s Dress Code is intended to ensure appropriate, reasonable, and respectful standards of attire are maintained throughout Club premises.
2. Golf attire must be neat, tailored, and consistent with both Club standards and the tradition of the game.
3. The Member is solely responsible for ensuring that they, their guests, and their children are appropriately attired while at the Club. Members are encouraged to share the dress code policy with their guest(s) to prevent an uncomfortable situation upon arrival.
4. The Board of Directors authorizes Club staff to deny access to the Club to any member or guest who fails to comply with the dress code. All interpretations of the dress code will be at the discretion of the staff.
5. The Professional Shop carries appropriate attire to help address inadvertent dress code violations.
6. Members and guests must change into golf attire, including golf shoes, in the Locker Room—not in the parking lot.

While Club Staff are authorized to address dress code violations, this can create an uncomfortable situation for staff members and correspondingly members and possibly their guests. The Board of Directors urges members and guests to comply with the dress code at all times and the Board also fully supports the Club Staff in this responsibility and will refer repeat offenders to the Conduct Review Committee for further action.

Certain areas of the Club have different dress codes.
1. Golfing Areas: Golf Courses (including Short Course), Practice Tee, Short Game Practice Area and Putting Greens. Specific to Simulators: Colt’s Corner is considered a Golfing Area, with the exception of headwear.
2. Clubhouse:
a. Lower-Level Clubhouse: Solarium, Mixed Lounge, Grill Room and Patios.
b. Upper-Level Clubhouse: Great Hall, Main Dining Room, Marshall Lounge, Morrison Balcony and Board Room.

Lower-Level Clubhouse
The Lower Level of the clubhouse is designed to provide a less formal, more casual ambiance, where casual après-golf activities can occur, while also catering to more upscale lounging and dining in the Grill Room, mixed lounge, and patios.

Men and Junior Boys

Permitted
• All Golfing Area attire.
• Collared shirts at all times, including under sweaters, quarter-zip pullovers, hoodies, or jackets. Turtlenecks, mock necks and blade collars are acceptable. Shirts must always be tucked in. Sport/casual shirts may be untucked if designed to be so.
• Denim pants (not ripped, frayed, torn or faded).
• Shoes without socks.
• Sandals with covered toes.
• Socks with shorts should be knee-length or low-cut sockettes. Crew or mid-calf length socks are not permitted.
• Golf-branded hoodies (with a collared shirt underneath). Hoodies featuring large front pockets (kangaroo-style) are not permitted. Hoods must always remain down while in the clubhouse.
• Golf-related logos only. No sports team or corporate logos. Logos should not exceed 3” x 3”.
• Hats, caps or visors may not be worn in any clubhouse area, except on the patio and in the locker rooms. Religious and cultural headwear is permitted.

Not Permitted
• T-shirts.
• Track pants, sweatpants or tracksuits.
• Cargo shorts or pants.
• Denim shirts, shorts or jackets.
• Flip flops, Birkenstock styles, or slides.

Women and Junior Girls

Permitted
• All Golfing Area attire.
• Denim pants (not ripped, frayed, torn or faded).
• Tasteful, dressy, or semi-casual dresses and sundresses that are not overly revealing. Off-shoulder or cut-out styles are acceptable if conservative and exhibit good taste.
• Dress sandals. Golf-branded hoodies (with an approved woman’s top underneath). Hoodies featuring large front pockets (kangaroo-style) are not permitted. Hoods must always remain down while in the clubhouse.
• Golf-related logos only. No sports team or corporate logos. Logos should not exceed 3”x 3”.
• Hats, caps or visors may not be worn in any clubhouse area, except on the patio and in the locker rooms. Religious and cultural headwear is permitted.

Not Permitted
• T-shirts.
• Track pants, sweatpants or tracksuits.
• Cargo shorts or pants.
• Leggings or yoga pants unless worn as a layer under shorts, skirts or skorts.
• Denim shirts, shorts, dresses or jackets.
• Flip flops, Birkenstock styles, or slides.
• Revealing tops with plunging necklines, open backs, sheer fabrics, strapless designs, midriff-baring, or visible undergarments.

Upper-Level Clubhouse

The Upper-Level of the clubhouse is designed to provide a more formal area of the Club, adhering to the traditional values and rich history of a club that originated in 1894. The Upper-Level dress code may change according to various events. Any exceptions will be noted in the event announcement.

Men and Junior Boys
• Collared shirts and jackets are required. Ties are optional unless specified by the event.
• Shirts must always be tucked in.
• Boys under 13 do not require a jacket.
• No denim.

Women and Junior Girls
• Appropriate comparable attire.
• No denim.

Note: Upper-Level clubhouse dress codes may vary depending on specific events. Any exceptions will be communicated in the event announcement.

The use of cell phones and tablets is permitted in all areas of the clubhouse and on the golf course, provided they are kept in silent mode (headphones/ear buds not permitted). Voice calls are only allowed in the locker rooms and parking lot. Outside of these designated areas, mobile devices may only be used for voice communication in the event of an emergency.

Please CLICK below to read The Pledge document.

The Pledge – April 24, 2025

Members may play music on course provided it does not disturb other members. Music must not be loud enough that it can be heard from another hole. When around tees and greens the volume must be reduced to avoid distracting other members.

Amplified music or broadcasts are NOT permitted in any of the following areas: anywhere inside the clubhouse, all parking lots, common areas around and adjacent to the clubhouse, including the tees at 1W, 1S, 1E, practice areas including the driving range, the putting green or short games. Quiet use of personal headphones is permitted in these practice areas.

All vehicles must be parked in designated parking spots. No parking in circular driveway or other prohibited areas. Overflow parking on busy days is permitted on the grass to the right of the entry driveway. Occasionally, vehicles may be left in the parking lot overnight.

As per the dress code, the changing of shoes or clothing in the parking lot is not permitted.

No smoking, use of cannabis and/or vaping anywhere inside the clubhouse. Must be nine metres from all doorways and not permitted on patios, terraces or fire pit.

Cannabis is not permitted on the property.

Your Club (HGCC) is licensed to serve alcohol under the Liquor License Act. The Club has a variety of obligations under the Act, including a duty not to over serve Club patrons. In addition to its obligations under the Act, the Club has a legal and moral duty to prevent patrons from becoming intoxicated and posing a risk to themselves and others. Failure of the Club or its patrons to meet these obligations may result in loss of the Club’s liquor license and in significant civil liability to the Club.

Members are expected to refrain from driving and to discourage fellow members and their guests from driving when they should not be in custody of an automobile. Members are assumed to know their legal and moral obligations respecting drinking and driving. Members and guests are also expected to behave responsibly and not to create risk for themselves, our staff, third parties, or this Club.

Conduct of Children – Parents are responsible for the conduct of their children on, or around, the back patio and the fire pit areas. Children are not permitted on the lawn and hill areas surrounding the back patio. They are not to be running around or participating in horseplay that would otherwise disrupt fellow diners and golfers.

“Open briefcase” meetings and the use of laptops/tablets with keyboards are not permitted in member areas to maintain the club’s social and leisure atmosphere. To host a business meeting, please contact the Catering & Events Manager to reserve an appropriate meeting space.

The Hamilton Golf and Country Club

By-Law 2021

Table of Contents
ARTICLE 1 — PURPOSE – 1 –
ARTICLE 2 – INTERPRETATION – 1 –
ART. 2: SECTION 1. DEFINITIONS – 1 –
ARTICLE 3 — MEMBERSHIP – 1 –
ART. 3: SECTION 1. CATEGORIES of MEMBERSHIP – 1 –
ART. 3: SECTION 2. MEMBERSHIP QUALIFICATIONS – 3 –
ART. 3: SECTION 3. MEMBERSHIP TRANSFERS – 4 –
ART. 3: SECTION 4. ADMISSION OF MEMBERS – 5 –
ART. 3: SECTION 5. RESIGNATION OF MEMBERSHI – 5 –
ARTICLE 4 — FEES – 5 –
ART. 4: SECTION 1. ENTRANCE FEES AND ANNUAL FEES – 5 –
ART. 4: SECTION 2. ASSESSMENTS – 6 –
ART. 4: SECTION 3. MEMBERS’ ACCOUNTS – 7 –
ART. 4: SECTION 4. DELINQUENCY – 7 –
ARTICLE 5 — WAITING LISTS – 7 –
ARTICLE 6 – SUSPENSION OR EXPULSION – 8 –
ARTICLE 7 — RIGHTS AND PRIVILEGES – 8 –
ARTICLE 8 — BOARD OF DIRECTORS – 8 –
ART. 8: SECTION 1. NUMBER, QUALIFICATIONS, QUORUM AND POWERS – 8 –
ART. 8: SECTION 2. DIRECTORS’ TERM OF OFFICE – 9 –
ART. 8: SECTION 3. NOMINATION AND ELECTION OF DIRECTORS – 9 –
ART. 8: SECTION 4. MEETINGS OF DIRECTORS – 10 –
ART. 8: SECTION 5. ORDER OF BUSINESS – 11 –
ART. 8: SECTION 6. GENERAL POWERS OF THE BOARD OF DIRECTORS – 11 –
ART. 8: SECTION 7. BORROWING POWERS – 11 –
ART. 8: SECTION 8. SIGNATURES – 12 –
ARTICLE 9 — OFFICERS – 12 –
ART. 9: SECTION 1. ELECTION AND DUTIES – 12 –
ART. 9: SECTION 2. DUTIES OF PRESIDENT AND VICE-PRESIDENT – 12 –
ART. 9: SECTION 3. DUTIES OF SECRETARY – 12 –
ART. 9: SECTION 4. DUTIES OF TREASURER – 12 –
ART. 9: SECTION 5. STANDING COMMITTEES – 13 –
ARTICLE 10 — FISCAL YEAR – 14 –
ARTICLE 11 — MEETINGS OF SHAREHOLDERS – 14 –
ARTICLE 12 — SHARES – 15 –
ARTICLE 13 — AUDITOR – 15 –
ARTICLE 14 – MEN’S CAPTAIN AND CAPTAINS EXECUTIVE COMMITTEE – 16 –
ARTICLE 15 – WOMEN’S CAPTAIN AND WOMEN’S CAPTAIN’S EXECUTIVE COMMITTEE – 16 –
ARTICLE 16 — GUESTS – 18 –
ART. 16: SECTION 1. GUESTS RESIDENT IN THE CITY OF HAMILTON – 18 –
ART. 16: SECTION 2. GUESTS WHO ARE NOT RESIDENTS OF THE CITY OF HAMILTON – 18 –
ART. 16: SECTION 3. GUESTS NOT RESIDENT WITHIN 300 KM OF THE CITY OF HAMILTON ……… – 18 –
ART. 16: SECTION 4. GREEN FEES – 18 –
ART. 16: SECTION 5. MEMBER’S LIABILITY FOR GUESTS – 18 –
ART. 16: SECTION 6. POWERS OF THE DIRECTORS CONCERNING GUESTS – 18 –
ARTICLE 17 — WAIVER, RELEASE AND INDEMNITY – 18 –
ART. 17: SECTION 1. RESPONSIBILITY FOR PERSONAL PROPERTY – 18 –
ART. 17: SECTION 2. RESPONSIBILITY FOR MOTORIZED GOLF CARTS – 19 –
ART. 17: SECTION 3. RESPONSIBILITY FOR PERSONAL INJURY – 19 –
ART. 17: SECTION 4. OPERATION OF WAIVER – 19 –
ARTICLE 18 — GENERAL – 19 –
ARTICLE 19 — APPLICATION OF BY-LAW – 19 –

ARTICLE 1 — PURPOSE
The purpose of the Club is to provide and maintain a first-rate golf course and clubhouse for the enjoyment of its members.

ARTICLE 2 – INTERPRETATION

ART. 2: Section 1. Definitions

(1) In this By-Law, unless otherwise defined:
(a) “Board of Directors” means the board of directors of the Club from time to time and “Director” means any member of the Board of Directors from time to time so elected in accordance with this By-Law;
(b) “Club” means the Hamilton Golf & Country Club;
(c) “family candidate” means the spouse or child – natural, adoptive, or stepchild – of a golfing member, who is or will be at least 18 years old on or before October 31 of the year in which application is made to the applicable membership class;
(d) “golfing member” means a member other than a Social or Social Dining member;
(e) “LOA” means a leave of absence;
(f) “member” means a member of the Club of any class or category, so accepted by the Directors in accordance with this By-Law;
(g) “non-voting member” means an Intermediate member not entitled to vote, a Junior, Junior Short Course, Non Resident, Honorary, Life, Social Golf, Medical LOA, Intermediate LOA, Wait List For Golf, Social or Social Dining member;
(h) “spouse” means either partner of a couple who,
i. are married to each other, or
ii. have cohabited continuously for a period of not less than three years, or
iii. have cohabited in a relationship of some permanence, if they are the natural or adoptive parents of a child;
(i) “voting member” means a Category A, Category B, Category C or Intermediate member entitled to vote;


ARTICLE 3 — MEMBERSHIP

ART. 3: Section 1. Categories of Membership

(1) The membership of the Club shall consist of the following categories:

Voting Categories Non-Voting Categories
Category A Category B Category C Intermediate* Intermediate** Junior
Junior Short Course Non Resident Honorary
Life Social Golf Medical LOA
Intermediate LOA

Wait List For Golf Social
Social Dining

* Intermediate members who make payments of capital assessments in accordance with Article 4, Section 2(2) of this By-Law are entitled to vote

** Intermediate members who do not make payments of capital assessments in accordance with Article 4, Section 2(2) of this By-Law are not entitled to vote
(2) The categories of membership are described as follows:

(a) A Category A member is a person, so accepted by the Board of Directors, and entitled to unrestricted tee access (“Category A Tee Access”) and access to other facilities of the Club as determined by the Board of Directors from time to time for that category of membership. Each Category A member shall be entitled to one (1) vote at any meeting of the membership where matters are put to a vote of the membership.

(b) A Category B member is a person, so accepted by the Board of Directors, and entitled to such tee access (“Category B Tee Access”) and access to other facilities of the Club as determined by the Board of Directors from time to time for that category of membership. Each Category B member shall be entitled to one (1) vote at any meeting of the membership where matters are put to a vote of the membership.

(c) A Category C member is a person, so accepted by the Board of Directors, and entitled to such tee access (“Category C Tee Access”) and access to other facilities of the Club as determined by the Board of Directors from time to time for that category of membership. Each Category C member shall be entitled to one (1) vote at any meeting of the membership where matters are put to a vote of the membership.

(d) An Intermediate member is a person, so accepted by the Board of Directors, and entitled to the Category B Tee Access and access to other facilities of the Club as determined by the Board of Directors from time to time for that category of membership. Notwithstanding the foregoing, an Intermediate member may elect to have Category A Tee Access or Category C Tee Access, subject to the number of available Category A or Category C member positions. Only those persons who have attained or will attain the age of 18 years on or before the last day of October of the year in which application is made and who have not attained and will not attain the age of 41 years on or before the last day of October in that year, shall be eligible as Intermediate members. An Intermediate Member may become a Category A or Category B member upon meeting the Entrance Fee requirements thereof. Each Intermediate member who makes payments of capital assessments pursuant to Article 4, Section 2(2) of this By-Law as determined by the Board of Directors shall be entitled to one (1) vote at any meeting of the membership where matters are put to a vote of the membership; any Intermediate member who does not make payments of capital assessments as determined by the Board of Directors shall have no voting rights at any meeting of the membership. All Intermediate members who attain the age of 30 years on or before the last day of October in that year shall be required to make payments of capital assessments pursuant to Article 4, Section 2(2) of this By-Law.

(f) A Junior member is a person, so accepted by the Board of Directors, and entitled to only such privileges of the Club as the Directors specify from time to time.Only those persons who have attained or will attain the age of 9 years on or before the last day of October in the year in which application is made, and who have not attained and will not attain the age of 25 years on or before the last day of October in that year, shall be eligible for acceptance. Junior membership is only open to a person whose parent, grandparent or legal guardian is a member in a category other than Non-Resident, Wait List, Honorary, Life, Social, Social Dining or Social Golf. The Board of Directors may accept to Junior membership a special young person whom the Board of Directors in its discretion deems appropriate for membership, notwithstanding that such person shall not have attained the required age as set out above in this paragraph.

(g) A Junior Short Course member is a person, so accepted by the Board of Directors, and entitled to only such privileges of the Club as the Directors specify from time to time. Only those persons who have attained or will attain the age of 7 years on or before the last day of October in the year in which application is made, and who have not attained and will not attain the age of 19 years on or before the last day of October in that year, shall be eligible for acceptance. Junior Short Course membership is only open to a person whose parent, grandparent or legal guardian is a member in a category other than Non-Resident, Wait List, Honorary, Life, Social or Social Dining.

(h) A Non-Resident member is a person, so accepted by the Board of Directors, and entitled to only such golfing privileges as the Directors specify from time to time for that category of membership. Only those persons whose residence and chief place of business are both situated more than 300 kms from the nearest limit of the boundaries of the City of Hamilton shall be eligible for acceptance as Non-Resident members. Members in this category may apply for immediate reinstatement in any prior held voting category of membership upon payment of the full applicable annual fee for his/her golf category.

Any Non-Resident member who either ceases to have his or her residence and chief place of business more than 300 kms from the nearest limit of the boundaries of the City of Hamilton or resides within 300 km of the City of Hamilton for a period longer than three months in any one year, and of which fact the Directors shall be sole judge, shall thereupon cease to be a Non-Resident member of the Club, but may be immediately transferred to membership in a voting category upon application and payment of the full applicable annual fee for his/her golf category.
(i) An Honorary Member is a person whom the Board of Directors by unanimous vote accepts as an Honorary Member for life, or for a limited period, in recognition of important or distinguished service, and with such privileges as the Directors specify from time to time for that category of membership.
(j) A Life Member is a person, so accepted for life, upon such terms and conditions as the Directors specify from time to time for that category of membership.
(k) A member on Medical LOA is a Category A, Category B, Category C or Intermediate member who has made application for and been granted a medical leave of absence by the Board of Directors. Such a leave shall be granted for a minimum of one year and a maximum of two years, and the Board of Directors may impose such other terms and conditions as it determines on such a leave. A reduced annual fee, as determined by the Board of Directors, shall apply during the leave. The member may request early reinstatement with payment of the full applicable annual fee for his/her golf category.
(l) A member on Intermediate LOA is an Intermediate member who has made application for and been granted an Intermediate leave of absence by the Board of Directors. The member shall pay such fees and be entitled to only such privileges of the Club as the Directors specify.
(m) A Wait List for Golf member is a person, so accepted by the Board of Directors, to the Wait List for Golf. The member shall pay such fees and be entitled to only such privileges as the Directors specify from time to time for that category of membership.
(n) A Social member is a person who was a Social member at the time of the enactment of this By-Law, and entitled to only the privileges of the Clubhouse.
(o) A Social Dining member is a person, so accepted by the Board of Directors, and entitled to only the privileges of the Clubhouse.
(p) A Social Golf member is a person, so accepted by the Board of Directors, and entitled to only such golfing privileges as the Directors specify from time to time for that category of membership.

ART.3: Section 2. Membership Qualifications

(1) No person shall be eligible to become and/or remain a voting member unless he or she becomes and/or continues to be the holder of one Class “B” voting share and, prior to the issuance of the Class “B” voting share for the prescribed subscription price, he or she executes an irrevocable Power of Attorney appointing the President or the Vice-President of the Club his or her lawful attorney for the purpose of redeeming his or her Class “B” voting share for
the price paid up thereon upon the member’s resignation, death, expulsion from the Club, transfer to a non-voting category of membership, or upon the requirement that the Club extinguish its share capital under provincial corporate law statutes. Upon a voting member’s resignation, death, expulsion from the Club, transfer to a non-voting category of membership, or upon the requirement that the Club extinguish its share capital under provincial corporate law statutes, his or her Class “B” voting share shall be redeemed for the price paid up thereon and the irrevocable Power of Attorney shall be utilized by the Club to effect such redemption.

(2) Any member holding one or more class “B” voting shares at the time of the enactment of this By-Law shall execute a Power of Attorney appointing the President or the Vice-President of the Club his or her lawful attorney for the purpose set out in subsection Article 3, Section 2(1) above and for the purposes of redeeming his or her class “B” voting shares as may be necessary to align the voting privileges of each voting member as provided in this By-Law with the number of class “B” voting shares held by each member.

(3) Any member holding one or more class “A” non-voting shares at the time of the enactment of this By-Law shall execute a Power of Attorney appointing the President or the Vice-President of the Club his or her lawful attorney for the purpose of redeeming his or her Class “A” non-voting shares for the price paid up thereon upon the member’s resignation, death or expulsion from the Club or upon the requirement that the Club extinguish its share capital under provincial corporate law statutes.

(4) Upon transfer to Medical LOA, Intermediate LOA or Non-Resident membership with the approval of the Board of Directors, a former voting member shall have his or her class “B” voting share redeemed, and the irrevocable Power of Attorney shall be utilized by the Club to effect such redemption.

(5) Social, Social Dining or Social Golf members may not purchase any shares of the Club. In the case of a voting member who has transferred to Social, Social Dining or Social Golf membership, with the approval of the Board of Directors, his or her Class “B” voting share shall be redeemed, and the irrevocable Power of Attorney shall be utilized by the Club to effect such redemption.

(6) Honorary, Life, Junior, Junior Short Course and Wait List members may not purchase any shares of the Club. In the case of a member who owns shares being accepted to Honorary or Life membership, with the approval of the Board of Directors, his or her Class “B” voting share shall be redeemed, unless an exception is made by the Board of Directors, and the irrevocable Power of Attorney shall be utilized by the Club to effect such redemption.

ART. 3: Section 3. Membership Transfers

(1) Annually in advance of the pending fiscal year of the Club, the Board of Directors shall set restrictions on the number of available Category A, Category B and Category C memberships and the number of Intermediate members who may enjoy Category A Tee Access, Category B Tee Access and Category C Tee Access.
(2) The Board of Directors may leave such vacancies in the Category A, Category B and Category C memberships as it deems necessary from time to time to accommodate anticipated transfers or retransfers into the various categories. The Board of Directors may, at its discretion, temporarily exceed the maximum number of members of the Club noted above in order to accommodate transfers.
(3) Without submission of a proposal and without notification to the members as contemplated in Article 3, Section 4 hereof, members may, with the approval of the Board of Directors transfer or retransfer between the following categories of membership:

• between voting categories of membership, subject to available vacancies in such categories
• Intermediate to Category A, Category B or Category C
• voting member to non-voting categories , with the exception of Intermediate members
• Junior to Intermediate
• Junior Short Course to Junior

(4) An Intermediate Member who was a Junior or Junior Short Course Member for at least three consecutive years immediately prior to transferring to the Intermediate category may be granted a leave of absence upon application to the Board of Directors. Such LOA may not last for less than 1 year and not more than 5 years and must be completed on or before the last day of October in the year that the golfer attains the age of 40 years. More than one LOA may be granted but the cumulative sum of such LOAs must not exceed 5 years.

During a LOA each installment of the Entrance Fee must be paid but no payment of annual fees, capital levies or assessments is required. Golf and Club privileges shall be those specified by the Board of Directors.

(5) In exercising its approval authority regarding membership transfers the Board of Directors shall have regard to the seniority of a member if the number of applications made to transfer into a category exceeds the number of vacancies in such category. Seniority shall mean the number of years of continuous membership in the Club for a member.

ART. 3: Section 4. Admission of Members

(1) All members of the Club of every membership category shall have been accepted by the Board of Directors at a regular or special meeting.
(2) The nomination of every candidate for admission to membership shall be submitted in writing to a Screening Committee, appointed by the Directors, on a Proposal and Information form, provided by the Club for that purpose. The Proposal and Information form shall be signed by the proposer and seconder, neither of whom shall be a member of the Board of Directors. The proposer and seconder named in the Proposal and Information form shall all have been golfing members of the Club for at least three years prior to the date of nomination and the majority of them shall not be members of the same profession or vocation or be employed at the same place of employment as the candidate. No more than one person of the same family may support any individual candidacy and members of the same family shall not be named in support of the candidacy of a member of that family.
In the case where the candidate is the spouse of a member, the Board of Directors may at its discretion simplify the above nomination procedure.
(3) A notice setting out the name of every such candidate and his or her residence and occupation and also the names of the proposer and seconder, shall be mailed via electronic means to the members at least one week before the selection, and if any member of the Club has objection thereto, he or she shall notify the Secretary in writing to that effect, stating the grounds for such objection, and the acceptance of such candidate shall be determined by the Directors present at such meeting aforesaid.
(4) In accordance with Board of Directors’ policy, the Secretary shall notify the applicant of receipt of a completed proposal package and request payment of the appropriate Entrance Fee instalment. Until the same has been paid he or she shall not be admitted to membership or entitled to the privileges of the Club.
(5) Acceptance of a candidate as a member shall be subject to the accepted candidate signing the Power of Attorney forms set out in Article 3, Section 2.

ART. 3: Section 5. Resignation of Membership

(1) A resignation of membership shall be in writing addressed to the Secretary who shall submit it to the Directors.

ARTICLE 4 — FEES

ART. 4: Section 1. Entrance Fees and Annual Fees

(1) The Entrance and Annual Fees for each category of membership shall be determined each year by the Board of Directors and approved at the Annual General Meeting of shareholders. The schedule of approved fees shall be published each year in the Members’ Year Book and distributed to all members. The Board of Directors shall be entitled to establish discounts on Annual Fees for each category of membership based on membership age in such categories, or establish Annual Fees within the Intermediate category based on the tee access selected by such members.
(2) The Board of Directors shall from time to time prescribe the terms and conditions for payment of Entrance Fees for all classes of membership.
(3) Each Junior or Junior Short Course Member who:
(i) for any reason other than age transfers to an Intermediate or another voting category of membership shall pay his or her Entrance Fee in accordance with those terms and conditions for payment in effect on the date he or she provides the written request to the Club to transfer;
(ii) is required, because of age, to transfer to Intermediate or another voting category of membership shall pay his or her Entrance Fee in accordance with those terms and conditions for payment in effect on November 1st of the year during which the Junior or Junior Short Course Member is required to transfer.
(iii) is a Junior or Junior Short Course Member and has been a Junior or Junior Short Course Member for at least three consecutive years immediately prior to transfer shall:
(a) have the applicable Entrance Fee reduced by an amount determined by the Board of Directors;
(b) be forgiven the current unpaid balance of the Entrance Fee if such member later resigns from the Intermediate category.
(4) Each spouse of a member shall pay his or her Entrance Fee in accordance with those terms and conditions for payment in effect on the date of receipt by the Club of his or her application form.
(5) Interest shall become due and payable on Entrance Fees in default at the rate and in the manner prescribed from time to time by a resolution of the Directors.
(6) A Social, Social Dining or Social Golf member, with the approval of the Directors, may become a Category A, Category B, Category C or Intermediate member through the established proposal process and application form as described in Article 3, Section 4 of this By-Law. Upon such approval he or she shall meet the share requirements that apply to that category of membership into which the Social, Social Dining or Social Golf member is being admitted. The Entrance Fee payable will be the applicable current Entrance Fee when the applicant is entered on the Main Wait List, less any Entrance Fee paid at the time of becoming a Social, Social Dining or Social Golf member.
(7) Category A, Category B, Category C or Intermediate members who have the approval of the Directors to transfer from their current category of membership to another of such categories of membership may do so without refund or reduction of Entrance Fees previously paid or due, or payment of any additional assessment amounts or assessments based on the then current applicable Entrance Fees for such categories of membership.
(8) Annual Fees cover the twelve month period from November 1st to October 31st of the following year. They may be billed during the November of the period covered by the Annual Fees and, if an increase in Annual Fees is approved at an Annual Meeting or Special General Meeting of members, the amount of the increase may be billed following such meeting. Notwithstanding the date or dates on which Annual Fees are billed, Annual Fees are due and payable within the fiscal year in accordance with policy established by the Board of Directors. Interest shall be charged on instalments which are not paid on or before the date they become due and payable.

ART. 4: Section 2. Assessments

(1) The Directors shall have power to levy an operational assessment upon every member of the Club not to exceed 20% of the Annual Fees in any one year, and each of said members shall be required to pay such assessments within thirty days from the date upon which it is declared to be due, and failure to do so shall incur the same penalties as failure to pay any other fees or indebtedness to the Club.
(2) The Directors shall have power to levy, from time to time, capital levies or assessments upon every voting member of the Club approved by the shareholders at a meeting duly called for that purpose. Each of said voting members shall be required to pay such capital levies or assessments within thirty days from the date upon which they are declared to be due, and failure to do so shall incur the same penalties as failure to pay any other fees or indebtedness to the Club.

ART. 4: Section 3. Members’ Accounts

The Club shall render an account to each member indebted to the Club monthly, on or before the 10th day of the month immediately succeeding that in which the indebtedness was incurred. Such accounts shall be payable forthwith, and if not paid before the first day of the succeeding month shall bear interest at a rate determined at the discretion of the Directors.

ART. 4: Section 4. Delinquency

(1) Any member failing to pay the Entrance Fee prescribed by the Directors within thirty days of the due date shall forfeit his or her membership.

(2) Any member failing to pay the prescribed Annual Fee for the current year within thirty days of the due dates or failing to pay any other indebtedness to the Club within such time, shall be notified by the Secretary of the Club in accordance with the collection policies of the Board of Directors. If the Annual Fee or other indebtedness is not paid within thirty days after the date of such notice the member in default shall cease to be a member of the Club forthwith after a resolution to this effect has been passed at a meeting of the Directors. Such member shall remain liable to the Club for all debts owing or liabilities incurred, and for the Annual Fee and any assessments. Any member who has been so notified and who pays the Annual Fee or other indebtedness within thirty days after the date of such notice and subsequently fails to pay any fees or indebtedness within thirty days after it is due, shall cease to be a member of the Club forthwith after a resolution to this effect has been passed at a meeting of the Directors. Such member shall remain liable to the Club for all debts or liabilities incurred and for the Annual Fee and any assessments incurred up to the date he or she ceased to be a member of the Club.

(3) A member who is in arrears to the Club for more than thirty days may not be allowed any credit.
(4) Notwithstanding the foregoing, the Board of Directors shall have power for good cause to extend the period within which any member may pay any debt due by such member to the Club, or to suspend any penalty incurred in connection therewith.

ARTICLE 5 — WAITING LISTS

(1) If no vacancy exists in the Junior or Junior Short Course category of membership, each candidate for admission to this category shall, if accepted by the Board of Directors, have his or her name placed on the Waiting List. Children of Category A and Category B members shall have highest priority on the Waiting List, followed by children of Intermediate Members.
(2) If no vacancy exists in the Category A, Category B or Intermediate categories, any candidate for admission to membership in these categories (herein called the “ordinary candidate”), other than a candidate who is already a Junior or Junior Short Course Member, shall, if accepted by the Directors, be admitted as a Wait List for Golf Member upon payment of such Entrance and Annual Fees as are determined by the Directors (except for Intermediate candidates whose Entrance Fees shall be those applicable to their respective classes) and his or her name shall be placed on the appropriate Waiting List.

(3) In order of priority on the Waiting List when a vacancy occurs, the ordinary candidate may transfer to Category A, Category B or Intermediate membership as applicable and upon such transfer, shall pay the Entrance Fees owing, if any, and if the date of transfer is prior to June 1st, shall pay the full Annual Fee applicable to this class of membership; if after June 1st and prior to July 1st, 75% of the said Annual fee shall be payable; if after July 1st and prior to August 1st, 50%; if after August 1st and prior to September 1st, 25%; after which no portion of the Annual Fee shall be payable for that Club year. In the event the ordinary candidate declines such transfer, his or her name shall be placed at the bottom of the appropriate Waiting List. The ordinary candidate will be allowed to decline such transfer only once.
(4) If no vacancy exists in the Category A, Category B or Intermediate categories and the candidate is a family candidate, the family candidate shall have his or her name placed on the appropriate Waiting List. The Board of Directors may, at its discretion, choose to accelerate the acceptance of family candidates to the applied for membership category, in order of priority. A family candidate may decline such transfer only once, and will then retain their position on the appropriate Waiting List and be treated thereafter as an ordinary candidate.
(5) The name of any member transferring from a class of membership which does not entitle the member to play golf shall be placed at the bottom of the appropriate Waiting List.
(6) (i) Any Junior or Junior Short Course Member of the Club who has been a member of the Club for at least 3 consecutive years and who wishes for any reason other than age to transfer to Intermediate or Unrestricted or Restricted class of membership shall have the highest priority on the Waiting List for admission to these classes of membership, if they have a parent who is a Category A, Category B, Category C or Intermediate Member of the Club.

(ii) Any Junior or Junior Short Course Member who has been a member of the Club for at least 3 consecutive years and who is required, because of age, to transfer to Intermediate or Category A or Category B membership can do so immediately without his or her name being placed on the Waiting List.

(iii) Any Junior or Junior Short Course Member who has been a member of the Club for less than 3 consecutive years and who, because of age, must transfer to Category A or Category B or Intermediate class of membership shall have his or her name placed on the appropriate Waiting List but dated as if he or she was on the Waiting List from the time of original application as a Junior or Junior Short Course Member.


ARTICLE 6 – SUSPENSION OR EXPULSION
(1) The Board of Directors shall have the power by vote of three-fourths or more of those present at a meeting, to expel or suspend from membership any member whose conduct, whether on the Club’s premises or elsewhere shall be considered by the Board of Directors to be improper, unbecoming or likely to endanger the welfare, interest or character of the Club, or who wilfully violates or neglects the observance of any rule or regulation provided by such by- laws or by the Board of Directors or by any Committee under the authority thereof.


ARTICLE 7 — RIGHTS AND PRIVILEGES

(1) Only those who have been accepted as members of the Club by the Board of Directors, as aforesaid, or who are the guests of any such members, shall be entitled to the privileges of the Club in accordance with the rules and regulations thereof.
(2) All those who have been accepted as members shall be deemed to have agreed to be bound by the by- laws and regulations of the Club, any restrictions validly enjoined or penalties validly imposed, any rulings or decisions properly made and the exercise of any authority vested in the Board of Directors or any Committee.

ARTICLE 8 — BOARD OF DIRECTORS

ART. 8: Section 1. Number, Qualifications, Quorum and Powers

(1) The affairs of the Club shall be managed by the Board of Directors. The number of Directors of the Club shall be eleven, of whom six shall constitute a quorum for the transaction of business at any meeting of the Directors.

(2) No person shall be elected or appointed as a Director unless he or she is a Category A, Category B, Category C or Intermediate member paying capital assessments pursuant to Article 4, Section 2(2) of this By-Law. At least eight of the Directors must be Category A members. The Immediate Past President shall be a member of the Board of Directors for a period of one year with privilege of a vote.

ART. 8: Section 2. Directors’ Term of Office

The Directors term of office shall be three (3) years from the date of the meeting at which they are elected or appointed until the third Annual Meeting next following or until their successors are elected or appointed then in office. At the time of ratification of the revision of this Section to increase the term of office to three (3) years all current directors shall have the tenure of their appointment or election recognized for the purpose of determining the duration of their remaining term of office.

ART. 8: Section 3. Nomination and Election of Directors

(1) The Board of Directors, within 60 days after each Annual Meeting shall appoint a Nominating Committee consisting of the Immediate Past-President, the Men’s Captain, the Women’s Captain and three other Class “B” shareholders of the Club who are not Intermediate Members, chosen by the Immediate Past President, the Men’s Captain and the Women’s Captain. Any vacancies occurring in the Nominating Committee may be filled from time to time by the Board of Directors. A Director shall not be on the Nominating Committee, save and except for the Immediate Past-President. The Immediate Past-President shall act as Chair of the Nominating Committee whose duty shall be to convene all meetings of the Committee and to file the written report of the Nominating Committee. The Board of Directors shall communicate to the Chair of the Nominating Committee at as early a date as possible the names of Directors who are to retire and/or be ineligible for re-election for the succeeding year. The Nominating Committee shall select, based on the number of positions required, members of the Club, and each of whom shall be qualified to act as a Director under the provisions of the by-laws of the Club, as their nominees for election to the Board of Directors and shall file their written report with the Secretary of the Club not later than 30 days after the end of the fiscal year of the Club. In selecting the required members of the Club as their nominees for election to the Board of Directors, the Nominating Committee shall be bound by the following standards:

(a) A person shall be eligible to serve no more than two three-year terms on the Board of Directors, provided that a Director elected or appointed Vice-President, President or Past-President shall be permitted to complete his or her term of office without regard to this rule.
(b) The Past-President, President and Vice-President of the Club shall nominate a Vice-President of the Club who shall have served on the Board of Directors for at least one three-year term.
(c) The Board of Directors must contain at least 8 category A members.

The report of the Nominating Committee shall be accompanied by the consent of the Committee’s nominees to act if elected, provided that if any nominee is a Director eligible for re-election, such consent shall not be required. The report of the Nominating Committee may be inspected at the office of the Secretary of the Club by any voting member. If before the Annual Meeting any of the said Committee’s nominees are not able for any reason to act if elected, the Nominating Committee shall select a substitute nominee or nominees and such nominee’s name or nominees’ names shall be presented at the Annual Meeting, in lieu of the nominee or nominees unable to act, so that the Committee’s report to the Annual Meeting shall always contain the required nominees for election to the Board of Directors. The report of the Nominating Committee shall be presented to the Annual Meeting by a member of the Nominating Committee if possible.
(2) The names of the Director(s) who shall be ineligible for re-election shall be communicated to the shareholders in the notice convening the Annual Meeting. A retiring Director shall retain office until the dissolution or adjournment of the meeting at which his or her successor is elected.
(3) Any other nominations for election to the Board of Directors shall be made in writing signed by at least two voting members and shall be filed at the office of the Secretary of the Club not later than forty-five (45) days after the end of the fiscal year of the Club accompanied by the written consent of the nominee to act if elected.
(4) At least ten days prior to the Annual Meeting, there shall be sent to each voting member a notice containing the following information:
(a) The name or names of the retiring Directors not eligible for re-election or not desiring to stand for re- election.
(b) A list of the Directors then in office.
(c) The names of the persons comprising the Nominating Committee.
(d) The report of the Nominating Committee stating the names of their nominees for election to the Board of Directors.
(e) The names of the persons nominated under paragraph (3) hereof including the names of the persons nominating such persons.

Such notice also shall be posted on the Club’s website.

(5) Only those persons duly nominated in accordance with this Article shall be eligible for election as Directors at the Annual Meeting.
(6) The election of Directors may be by a resolution of the shareholders on a show of hands unless a poll is demanded and if a poll is demanded, such election shall be by ballot. The persons duly nominated receiving the highest number of votes at the meeting at which they are to be elected shall comprise the Board of Directors for the ensuing term. If the election is by ballot, a ballot must be marked for the persons duly nominated or it shall be null and void and shall not be counted.


ART. 8: Section 4. Meetings of Directors

(1) Meetings of the Board of Directors shall be held from time to time at the call of the President, the Vice- President, or any two Directors. Notice of every meeting so called shall be given to each Director by mail or electronic mail not less than five (5) days before the time when the meeting is to be held, save that no notice of a meeting shall be necessary if all the Directors are present or if those absent waive notice of or otherwise signify their consent to such meeting being held. If, however, in the opinion of the President or the Vice-President in the absence of the President, urgent business requires to be disposed of, one day’s notice shall be sufficient.
(2) The Board of Directors may appoint a day or days in any month or months for regular meetings at a place and hour to be named. A copy of any resolution of the Board of Directors fixing the date and time of regular meetings of the Board of Directors shall be sent to each Director forthwith after being passed, but no other notice shall be required for any such regular meeting.
(3) All meetings of the Board of Directors shall be held at the Clubhouse or at such other place as the President may select.
(4) The President, or the Vice-President in the absence of the President, shall chair any meeting of the Directors and if neither of the said officers is present, the Directors present shall choose one of their number to be Chair.
(5) At all meetings of the Board of Directors, every question, save those required by this By-Law to have a special majority, shall be decided by a majority of the votes cast on the question; and in the case of an equality of votes, the Chair of the meeting in addition to his or her original vote shall be entitled to a second or casting vote.
(6) The Directors shall serve without remuneration provided that the Directors may by resolution award remuneration to any Director undertaking any special or professional services on behalf of the Club outside the work or services ordinarily required of a Director.
(7) Every Director in his or her capacity as a Director or Officer, and his or her heirs, executors, and administrators, shall from time to time and at all times be indemnified and saved harmless by the Club from and against any liability and all costs, charges and expenses, that he or she sustains or incurs in respect to any action, suit or proceeding that is proposed or commenced against him or her for or in respect of anything done or permitted by him or her in respect of the execution of the duties of office except as are occasioned by his or her own wilful neglect or default.

ART. 8: Section 5. Order of Business

(1) The order of business at all meetings of the Board of Directors shall be as follows:
(a) Reading the minutes of the last meeting and confirming same
(b) Reading the reports of the respective committees and considering same
(c) Receiving reports of officers
(d) Unfinished business
(e) New business
This order may be altered at any meeting by a majority vote of those present.

ART. 8: Section 6. General Powers of the Board of Directors

(1) The Board of Directors shall have control over the government and the management of the Club and its affairs, finances and property, and shall have power:
(a) To appoint such officers and standing or ad hoc committees as it may deem advisable and to prescribe their duties. The actions of such officers and committees shall be at all times subject to the Board of Directors’ revision and control.
(b) To fill vacancies that may occur in any office and to appoint or dismiss at pleasure any officer or employee of the Club.
(c) To enforce due observance of this By-Law and of any rules or regulations made by the Board of Directors or any of its committees, and to make and enforce penalties for the violation of this By-Law, rules and regulations.
(d) To make and execute contracts and incur obligations on behalf of and in the name of the Club, or to authorize its officers or committees to do so. The Directors however, may not enter in a contract for a sale of any land of the Club until such sale has first been approved by the shareholders either at an Annual Meeting or at a General Meeting called for such purpose.
(e) To determine the nature and amount of bonds, if any, to be furnished by officers and employees for the due performance of their respective duties.
(f) To make rules and regulations and to do all things which may be necessary for the proper operation, government and management of the Club.

ART. 8: Section 7. Borrowing Powers

(1) The Board of Directors may from time to time:

(a) Borrow money on the credit of the Club. No monies may be borrowed on the security of the Club’s real property unless approval therefore has been given by the shareholders either at an Annual Meeting or at a General Meeting called for such purpose.
(b) Issue bonds, debentures or other securities of the Club for the lawful purposes of the Club and may pledge or sell the same for such sums and at such prices as may be deemed expedient or necessary.
(c) Hypothecate, mortgage or pledge upon such terms as the Board of Directors may think proper all or any of the real or personal property rights, and powers of the Club, to secure the payment of any sum or sums of money, so borrowed or any such bonds, debentures or other securities.
(2) The Board of Directors is hereby specifically authorized from time to time to borrow or apply for a line of credit from such bank or banks as the Board of Directors may from time to time select, such sum or sums as the Board of Directors may deem expedient and necessary for the purpose of carrying on the affairs of the Club, with full power and authority to execute and deliver to such bank or banks such securities as such bank or banks may from time to time require for such advances or line of credit.
(3) All or any of such bonds, debentures, hypotheques, mortgages, pledges or other securities may be signed by the President and Secretary or the President and any Director or by any other person appointed by the Board of Directors for that purpose, and the corporate seal of the Club may be attached as occasion may require and the same shall be valid and binding on the Club.

ART 8: Section 8. Signatures

(1) All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or other person or persons whether or not officers of the Club, and in such manner as the Board of Directors may from time to time designate by resolution.
(2) All other contracts or documents requiring the signature of the Club shall be signed by the President or the Vice-President and by the Secretary or Treasurer or such other person as the Board of Directors may from time to time appoint.
(3) Until changed by resolution of the Board of Directors, the Corporate Seal of the Club shall be in the form impressed hereon.

ARTICLE 9 — OFFICERS

ART. 9: Section 1. Election and Duties

Except as otherwise provided in Article 8, Section 3 herein, the Board of Directors shall before the first day of the month following their election, elect from among themselves a President and Vice-President. The General Manager of the Club shall be appointed as Secretary to the Board of Directors and Treasurer.

ART. 9: Section 2. Duties of President and Vice-President

It shall be the duty of the President to preside at all meetings of the Board of Directors and of the shareholders and, along with the Vice-President, to be an ex-officio voting member of the following committees: Course and Grounds, Golf Operations, House, Finance, Governance and Planning. The Vice-President shall carry out the duties of the President in his or her absence.

ART. 9: Section 3. Duties of Secretary

It shall be the duty of the Secretary to convene all meetings of the Club and of the Board of Directors; to attend and keep a record of all matters transacted at the meetings of shareholders, Directors and committees; and to have the custody of the Corporate Seal, to affix the same to any documents and to execute any document as the Board of Directors may instruct.

ART. 9: Section 4. Duties of Treasurer

(1) It shall be the duty of the Treasurer:

(a) To collect all fees, dues, subscriptions, and monies due to the Club and deposit same to the credit of the Club with its bankers, as herein provided, and to have authority to endorse all the cheques, the property of the Club, for the purpose of so depositing the same.
(b) To keep in the books of the Club regular account of the transaction of funds, finances, assets and liabilities of the Club, subject to examination by the Board of Directors and the auditor, and to have the custody of and be responsible for books, documents, securities and valuables of the Club.
(c) To present to the Board of Directors, when required, a general synopsis of the financial affairs of the Club.
(d) To perform such other duties as may be assigned from time to time by the Board of Directors.

ART. 9: Section 5. Standing Committees

(1) The President shall annually appoint the following Standing Committees, namely: House Committee, Finance Committee, Course and Ground Committee, Golf Operations Committee, Membership Committee, Governance Committee, Tree Committee, a subcommittee of the Course and Grounds Committee and Art and Archive Committee, a subcommittee of the House Committee. The Board of Directors may also appoint such other Committees as may be deemed necessary. The President shall also appoint the Chair of each Committee.
(2) Each Standing Committee shall include at least one Director. The chair of the Committee can add additional members in good standing to the committee as required, however each additional Committee member must be approved by the Board of Directors.
(3) The President, Vice President and General Manager/COO are ex-officio members of every Committee. The Manager of each department will also be ex-officio at the Committee Meeting that they sit on.
(4) Immediately after its appointment, the Standing Committee is responsible to oversee the implementation of its capital budget if applicable which was ratified by the membership at the Annual General Meeting and for its operating budget if applicable. Also, each Committee shall oversee the preparation by management of a Budget for the upcoming year, thus enabling the Finance Committee to prepare a full Budget to be recommended to the Board of Directors for approval and then approved at the next Annual General Meeting.
(5) A quorum shall consist of 50% of any Standing Committee provided that this includes at least one Director.
(6) Committee Chairs and members shall not have power or authority to make any contract in the name of or to incur any liability or obligation on behalf of the Club and no Committee shall have power to make rules or regulations which have not first been submitted to and approved by the Board of Directors. The duties of the Committees shall be to make such recommendations (in writing) as they deem proper to the Board of Directors and to see that any recommendation adopted by, or contract made by the Board of Directors on behalf of the Committee, is duly observed and performed.
(7) Committees shall in all respects be subject to the Board of Directors, which will decide all questions as to each Committee’s duties, powers and authority. The business transacted at all Committee meetings and any recommendations made will be duly recorded.
(8) Committees shall meet at the call of the Chairs, a minimum of four times a year.
(9) The duties of the Standing Committees shall include the review and approval of Committee Minutes and circulation to the Board of Directors.
(10) The President has the ability to appoint ad hoc committees as it may deem advisable and to prescribe their duties.

ARTICLE 10 — FISCAL YEAR
The fiscal year of the Club shall terminate on the thirty-first of October.

ARTICLE 11 — MEETINGS OF SHAREHOLDERS
(1) In this Article the term ‘shareholder’ shall mean a voting member holding one Class “B” voting share of the the Club.

(2) The Annual Meeting of the shareholders shall be held at the Club or at any other place within the City of Hamilton as the Board of Directors shall determine, on such day and at such hour in the months of December or January in each year as the Board of Directors may from time to time determine for the purpose of receiving the reports and statements required by the applicable statute to be laid before the Club at an Annual Meeting, receiving reports, electing Directors, appointing auditors and fixing or authorizing the Board of Directors to fix their remuneration and for the transaction of such other business as may be properly brought before the meeting. Non-voting members shall be invited and entitled to attend the Annual Meeting of the shareholders but shall have no voting rights thereat.
(3) The Directors may, whenever they think fit, and they shall upon requisition made in writing by members holding an aggregate of not less than one-tenth of the issued Class “B” shares, convene a General Meeting of the shareholders. Any such requisitions shall specify the object of the meeting required and shall be signed by the shareholders making the same and shall be deposited with the Secretary of the Club. If a General Meeting is to be convened by reason of a requisition therefore, notice of such meeting shall be given within twenty (20) days of the receipt of such requisition.
(4) Notice of the Annual or any General Meeting of the shareholders shall be given by letter or circular under the hand of the Secretary of the Club stating the time and place of the meeting and in the case of a General Meeting, the objects thereof and shall be sent through the post office or via electronic means to each shareholder at his or her address as appearing on the records of the Club at least ten (10) days before the meeting.
The accidental omission to give notice of any meeting or the non-receipt of any notice by any shareholder or shareholders or by the auditor shall not invalidate any resolution passed or any proceeding taken or business transacted at any meeting of the shareholders.
(5) The President, or the Vice-President in the absence of the President, shall chair any meeting of shareholders. If the Secretary of the Club is absent, the Chair shall appoint some person who need not be a shareholder to act as Secretary of the meeting.
(6) At any meeting of shareholders, a quorum shall consist of not less than ten Class “B” shareholders present in person.
(7) There shall be forwarded to each shareholder with a notice of the Annual Meeting a copy of the Financial Statement and a copy of the Auditor’s Report.
(8) At any meeting of shareholders, every person shall be entitled to vote who is at the time entered in the books of the Club as a holder of a Class “B” share and no other person shall be entitled to vote.
(9) Except as otherwise provided in the applicable statute, every shareholder entitled to vote at any meeting of shareholders may by means of a proxy appoint a person, who need not be a shareholder, as his or her nominee to attend and act at the meeting, in the manner, to the extent and with power conferred by the proxy. An instrument appointing a proxy shall be in the form approved by the Directors or in a form which complies with the statute and shall be executed by the shareholder or his or her attorney authorized in writing, or if the shareholder is a body corporate, under its corporate seal and shall cease to be valid one year from its date. A proxy shall be filed with the Secretary of the Club at least forty-eight hours, excluding Saturdays, Sundays and holidays, preceding any meeting or adjourned meeting of shareholders at which the proxy is to be used.
(10) At each meeting of shareholders one or more scrutineers may be appointed by a resolution of the meeting, or by the Chair with the consent of the meeting, to serve at the meeting. Such scrutineers shall be shareholders of the Club.
(11) At all meetings of shareholders every question shall, unless otherwise required by the Letters Patent, Supplementary Letters Patent or by-laws of the Club or by law, be determined by the majority of the votes duly cast on the questions, with the exception of matters before such meeting regarding the amendment of this By-Law to eliminate classes of membership or to create new classes of membership the implementation of which shall require the affirmative vote of 60% of the votes cast at such meeting.
(12) Every question shall be decided by a show of hands unless, after a show of hands, a poll thereon is required or demanded as provided in clause 12. Upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a poll thereon is so required or demanded, a declaration by the Chair 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 prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the Club at the Annual or General Meeting upon the question.
(13) After a show of hands has been taken on any question, the Chair may require, or any shareholder present in person or represented by proxy and entitled to vote may demand, a poll thereon. A poll so required or demanded shall be taken in such manner as the Chair shall direct. A demand for a poll may be withdrawn at any time prior to the taking of the poll. Upon a poll each shareholder who is present in person or represented by proxy shall be entitled to one vote for each share in respect of which he is entitled to vote at the meeting and the result of the poll shall be the decision of the Club at an Annual or General Meeting, as the case may be, upon the question.
(14) In case of an equality of votes at any meeting of shareholders either upon a show of hands or upon a poll, the Chair of the meeting shall be entitled to a second or casting vote.
(15) The Chair may with the consent of the meeting adjourn such meeting from time to time and no notice of such adjournment need be given to the shareholders. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with notice calling the same.

ARTICLE 12 — SHARES

(1) No shareholder shall have any privileges in respect of the golf course or the clubhouse unless he or she is also a member of the Club.
(2) No transfer of shares shall be made except as provided in this By-Law or by consent of the Board of Directors, and no transferee of such shares shall be eligible for membership in the Club, unless he or she is accepted in the manner aforesaid.
(3) The Club shall have a first lien upon all shares of the Club registered in the name of each shareholder and upon the proceeds of the sale thereof for the shareholder’s liabilities to or with the Club. Such lien shall extend to all dividends from time to time declared in respect of such shares. The Directors may decline to register a transfer of shares belonging to a shareholder who is indebted to the Club. For the purpose of enforcing such lien the Directors may sell the shares or any of them in such manner as they think fit but no sale shall be made to satisfy such liabilities unless seven days notice has been given to the shareholder.

ARTICLE 13 — AUDITOR

One or more auditors shall be appointed by resolution of the shareholders at the Annual General Meeting and shall hold office until the next Annual Meeting or until their successors are appointed, unless previously removed by resolution of the shareholders in a Special General Meeting.

ARTICLE 14 – MEN’S CAPTAIN AND CAPTAINS EXECUTIVE COMMITTEE
(1) A Men’s Captain and one or more Men’s Vice-Captains shall be elected by the gentlemen members at the Men’s Closing Day Golf Tournament, or at such other time as the Board of Directors deems appropriate, to serve as Captain for one year, from November 1 to October 31 of the following year.
(2) It shall be the duty of the Men’s Captain to appoint a Captain’s Executive Committee consisting of the Captain and four other gentlemen members. It is expected that the members will serve on the Men’s Captain’s Executive Committee for a period of five years, and be put forward to the gentlemen members for election as Captain during their final year on the Men’s Captain’s Executive Committee.
(3) In the event of a vacancy occurring on the Captain’s Executive Committee, the Men’s Captain shall have the power to fill such vacancy.
(4) The Men’s Captain’s Executive Committee shall have the following responsibilities:
(i) to appoint chairs of all men’s and male juniors’ competitions and interclubs, as well as the Handicap Committee, which chairs shall serve on the Captain’s Committee at large;
(ii) to work with the pro shop staff and the clubhouse staff to manage and oversee all men’s and male juniors’ golfing activities, competitions and interclubs, including
gentlemen’s hole-in-one parties;
(iii) to report to the members on the results of gentlemen’s and male juniors’ competitions and interclubs;
(iv) to raise funds through the gentlemen’s golf activity fee and other means as it may determine, and disburse such funds as it deems appropriate in a transparent and responsible manner;
(v) to manage and supervise the Club’s handicapping system with respect to the gentlemen members and to adjust any gentlemen member’s handicap if it considers such action justified;
(vi) to receive, review and respond to all written submissions and complaints from members concerning gentlemen’s and male juniors’ golfing activities, competitions, interclubs and handicaps;
(vii) to recommend to the Board of Directors amendments to the Club’s policies and by-laws on any matter affecting gentlemen’s and male juniors’ activities, competitions, interclubs and handicaps, including any changes to the gentlemen’s golf activity fee.
5. The Men’s Captain and the Women’s Captain shall ensure that there is adequate consultation between the two Committees in regard to all matters of golf activities: such as the golf calendar, conduct of play, mixed-play competitions, etc. It shall be the joint responsibility of the Men’s Captain and the Women’s Captain to appoint such sub-committees as are necessary to plan and conduct mixed play events and the junior golfing programme.
6. At the end of the year, the outgoing Men’s Captain shall prepare a written report on the gentlemen’s golfing activities for the year, to be distributed to the members at the Annual General Meeting of shareholders. This report shall include an accounting of the financial status of the committee and recommendations to management regarding activity fees.

ARTICLE 15 – WOMEN’S CAPTAIN AND WOMEN’S CAPTAIN’S EXECUTIVE COMMITTEE
(1) A Women’s Captain shall be elected annually by the lady members at the Women’s Closing Day or at such other time as the Board of Directors deems appropriate, to serve as Captain for one year, from November 1 to October 31 of the following year.
(2) It shall be the duty of the Women’s Captain to appoint a Women’s Captain’s Executive Committee consisting of the Women’s Captain and five other female members including the 1st Vice Captain, the 2nd Vice Captain, the immediate Past Captain, the Treasurer and 1 Executive position. It is expected that the Women’s Captain and Vice Captains will serve for a successive period of four years, the last year in the position of Past Captain.

The Women’s Captain’s Executive Committee shall inform the membership of available positions on the Executive Committee and the Women’s Captain’s Committee at Large. Those interested in serving on the Women’s Captain’s Executive Committee should contact the immediate HGCC Women’s Past Captain or the HGCC General Manager, who will bring their names forward to the Nominating Committee. Candidates for the Executive Committee shall have in the past, served a minimum of two years on the HGCC Women’s Captain’s Committee at Large. The Nominating Committee shall consist of the immediate HGCC Women’s Past Captain as Chair, the current Captain, the 1st Vice Captain, the 2nd Vice Captain, the Treasurer and the sole Executive position on the HGCC Women’s Captain’s Executive Committee. Each nominator must have the consent of the nominee to act if elected.

Positions on the HGCC Women’s Captain’s Committee at Large shall be appointed by the HGCC Women’s Captain’s Executive Committee.
(3) In the event of a vacancy occurring on the Women’s Captain’s Executive Committee, the Women’s Captain shall have the power to fill such vacancy.
(4) The Women’s Captain’s Executive Committee shall have the following responsibilities:
(i) to appoint chairs of all women’s and female juniors’ competitions and interclubs, as well as the Handicap Committee, which chairs shall serve on the Women’s Captain’s Committee at large;
(ii) to work with the pro shop staff and the clubhouse staff to manage and oversee all women’s and female juniors’ golfing activities, competitions and interclubs, including ladies’ hole-in-one parties;
(iii) to report to the members on the results of ladies’ and female juniors’ competitions and interclubs;
(iv) to disperse the ladies’ golf activity fee in an appropriate, transparent and responsible manner.
(v) to manage and supervise the Club’s handicapping system with respect to the ladies’ members and to adjust any ladies’ member’s handicap if it considers such action justified;
(vi) to receive, review and respond to all written submissions and complaints from members concerning ladies’ and female juniors’ golfing activities, competitions, interclubs and handicaps;
(vii) to recommend to the Board of Directors amendments to the Club’s policies and by-laws on any matter affecting ladies’ and female juniors’ activities, competitions, interclubs and handicaps, including any changes to the ladies’ golf activity fee.
(5) The Men’s Captain and the Women’s Captain shall ensure that there is adequate consultation between the two Committees in regard to all matters of golf activities: such as the golf calendar, conduct of play, mixed-play competitions, etc. It shall be the joint responsibility of the Men’s Captain and the Women’s Captain to appoint such sub-committees as are necessary to plan and conduct mixed play events and the junior golfing programme.
(6) The Women’s Captain’s committee shall appoint, as part of their portfolio, a committee member to sit on the Golf Operations Committee, Course and Grounds Committee, Membership Committee and House Committee. The Women’s Captain and Women’s Captain Executive Committee shall assist the Board of Directors in relation to such matters pertaining to the lady members as may be requested from time to time by the Board of Directors.
(7) At the end of the year, the outgoing Women’s Captain shall prepare a written report on the ladies’ golfing activities for the year, which shall include an accounting of the financial status of the committee, to be distributed to the lady members at the Women’s Closing Day.

ARTICLE 16 — GUESTS

ART. 16: Section 1. Guests Resident in the City of Hamilton

(1) Any member in good standing may introduce to the privileges to which he or she is entitled in the Club, on any day, any person who resides in the City of Hamilton or within 80 kms from the nearest limit of its boundaries, but no such introduction shall be extended to the same person by the same or any other member of the Club for more than two days in any month or on more than six occasions in any year.

ART. 16: Section 2. Guests who are Not Residents of the City of Hamilton

(1) Any member in good standing, after obtaining through the Secretary the consent of the Directors thereto, may introduce to the privileges to which he or she is entitled in the Club, for a period not exceeding three days in any one month, any person who does not reside in the City of Hamilton or within 80 kms from the nearest limit of its boundaries. The same guest may not be introduced by the same or any other member for such a period on more than three occasions in the same year.

ART. 16: Section 3. Guests Not Resident Within Three Hundred Kilometers of the City of Hamilton

(1) Any member in good standing, after obtaining through the Secretary the consent of the Directors thereto, may introduce to the privileges to which he or she is entitled in the Club, for a period not exceeding two weeks, any person who does not reside in the City of Hamilton or within 300 kms from the nearest limit of its boundaries. The same guest may not be introduced by the same or any other member for more than an additional two weeks in the same year.

ART. 16: Section 4. Green Fees

The amount charged for green fees shall be determined by the Board of Directors.

ART. 16: Section 5. Member’s Liability for Guests

(1) A member introducing a guest to the privileges of the Club shall be liable for any debt which such guest may incur to the Club and for any damage done by such guest to the Club property. The misconduct of such guest shall be deemed to be the misconduct of the member introducing him or her.
(2) Guests may not introduce anyone to the Club.

ART. 16: Section 6 Powers of the Directors Concerning Guests

(1) The Board of Directors may upon the request of any member extend or curtail the privileges granted to any guest as aforesaid and upon such terms and conditions as they may specify.
(2) The Directors may admit to the privileges of the club for a limited time any member of a recognised Golf Club in Canada or elsewhere upon such terms and conditions as they may specify.

ARTICLE 17 — WAIVER, RELEASE AND INDEMNITY

ART. 17: Section 1. Responsibility for Personal Property

The Club is not responsible for the loss or theft of, or damage to, personal property of members or their guests on the Club’s premises, whether held in storage by the Club or not. This includes but is not limited to golf clubs, golf bags, golf accessories, money or any other property. It is the responsibility of the member to take all reasonable precautions on his/her behalf and on behalf of his or her guest to avoid loss or theft of, or damage to, personal property. In the event of such loss or damage, no member or guest shall have any claim against the Club for loss, damages, costs or expenses in relation to such theft, loss or damage.

ART. 17: Section 2. Responsibility for Motorized Golf Carts

The member agrees to assume all risk of loss or damage to motorized golf carts or other such devices provided by or rented or borrowed from the Club as well as the risk of injury to the member, a guest or another person and/or damage to other property arising from the use of such cart or device. It is the responsibility of the member, on behalf of himself/herself to take all reasonable precautions to avoid loss or damage to motorized golf carts or other such devices, damage to other property and injury to persons including the member and any guests.

ART. 17: Section 3. Responsibility for Personal Injury

The Club shall not be responsible for any personal injury suffered by any member, any guest or any other person occurring on Club property.

ART. 17: Section 4. Operation of Waiver

Each member on his/her own behalf and on behalf of any guest, waives any claim which he/she may have had against the Club, its Board of Directors or staff arising out of the matters described in this Article 17 and such waiver such apply even where the negligence of the Club, or of persons for whom the Club is responsible, has caused or contributed to the injury, loss or damage in question.

ARTICLE 18 — GENERAL

(1) No member or guest shall bring or have intoxicating liquors upon the Club premises or grounds. If the Club incurs any penalty or liability by reason of the breach of this provision by a member or member’s guest such member shall indemnify the Club.
(2) Children under the age of nine are not permitted upon any part of the golf course except as the Directors specify.

ARTICLE 19 — APPLICATION OF BY-LAW

All by-laws heretofore made are hereby repealed, but such repeal shall not affect any rights or privileges acquired under the by-laws so repealed, except as otherwise provided for herein. In the practical application of this By- Law or any hereafter made, the construction put upon them by the Board of Directors shall be final and conclusive.

January 2021