Memorandum of Association
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
(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
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.
Cape Breton Highlands Golf Club Society
1. In these by-laws, unless there be something in the subject or context
(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
where proxies are allowed, at a General Meeting of which notice specifying
the intention to propose the resolution as a Special Resolution has been
2. The subscribers to the Memorandum of Association and such other persons
be admitted to membership in accordance with these by-laws, and none other
members of the Society and their names shall be entered in the Registrar
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
(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
(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”;
(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
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
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
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
17. A junior member may participate in duly specified tournaments sponsored
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.
21. The fiscal year of the Society shall be the period from January 1st
in any year to
December 31st in the same year.
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
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
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
because of an obsolete address or postal service problems shall not be
the responsibility of
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
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
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
of not less than a number of members of the Society equal to the number
constitutes a simple majority in number of the Directors in office at
the time the meeting is
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
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,
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
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
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,
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
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
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
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
specified therein or, if no meeting is so specified, for the next meeting
after the date of the
proxy or any adjournment thereof.
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
41. At the first Annual General Meeting of the Society and at every succeeding
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
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
of the period of office and appoint another person in his stead. The person
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.
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
simple majority in number of the Directors are present at the commencement
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
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
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
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
of and constitution of any committee except the executive committee shall
in the discretion of the Board of Directors.
49. The officers of the Society shall be a Chairperson, a Vice-chairperson,
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.
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
Audit of Accounts
54. The Auditors of the Society shall be appointed annually by the members
Society at the Annual General Meeting and, on failure of the members to
the Directors may so do.
55. The Society shall make a written report to the members as to the
of the Society and the report shall contain a Balance Sheet and Operating
Auditors shall make a written report to the members upon the Balance Sheet
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
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
fourteen (14) days after the Annual Meeting in each year, as required
56. The Society has power to repeal or amend any of these by-laws or
of Association by a Special Resolution passed in the manner prescribed
by law and approved
by the Registrar pursuant to the Societies Act
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
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
61. The books and records of the Society may be inspected by any member
reasonable notice at any reasonable time at the Registered Office of the
62. Contracts, deeds, bills of exchange and other instruments and documents
executed on behalf of the Society by the Chairperson and the Secretary,
or otherwise as
prescribed by resolution of the Board of Directors.