Bylaws

h2. Amended to April 11, 2016

h2. Table of Contents

1. Definitions

2. Classes of Memberships

3. Limit of Membership

4. Nomination, Consideration and Election of Members

5. Transfers to Other Classes of Membership

6. Entrance Fees

7. Membership Dues and Assessments

8. Payment of Accounts

9. Privileges of Members

10. Infractions of Bylaws or Rules

11. Resignation of Members

12. Effect of Ceasing to Be a Member

13. Spouses of Members

14. General Meetings

15. Directors and Officers

16. Proceedings of the Board

17. Powers of the Board

18. Removal of Directors and Officers

19. General Manager

20. Indemnity

21. Committees

22. Seal

23. Audit

24. Amendment of Bylaws

1. DEFINITIONS

1.1. In these Bylaws:

a) “annual general meeting” means the meeting of Members held once a year in accordance with the Society Act;

b) “Board” means the board of directors of the Club;

c) “Club” means The Vancouver Club;

d) “Club notice board” means the notice board set up in the Club premises;

e) “Club premises” means the building and lands located at 915 West Hastings Street, Vancouver, British Columbia;

f) “Club Website” means the portion of the website maintained by the Club that is accessed by entering a Member’s unique    login credentials;

g) “Director” means a director of the Club;

h)”General Manager” means the person appointed by the Board pursuant to Bylaw 17.1 (n);

i) “Georgian Club” means the society incorporated under number 1579 and named the Georgian Club;

j) “guest” means any person who is not a Member;

k) “guest book” means a book containing a record of guests and Reciprocal Members;

l) “Member” means a member in any class of Members set out in Bylaw 2.1;

m) “Members List” means a register of Members in which there is entered the names of the applicants for incorporation of the Club and of every other person who becomes a Member of the Club, together with;

(i) each Member’s full name and resident address;

(ii) each Member’s date of admission as a Member;

(iii) the date upon which each Member’s membership ceases; and

(iv) each Member’s class of membership;

n) “ordinary resolution” means a resolution passed at a general meeting of the Members by a simple majority of the votes of those Members who, being entitled to do so, vote in person;

o) “predecessor Vancouver Club” means the society incorporated under number 1708 and named “The Vancouver Club”;

p) “Society Act” means the Society Act of the Province of British Columbia, as the same may be amended or replaced from time to time;

q) “special general meeting” means any meeting of Members held in accordance with these Bylaws other than an annual general meeting;

r) “special resolution” means a resolution passed at a general meeting of the Members by a majority of not less than seventy-five percent of the votes of those Members who, being entitled to do so, vote in person and for which not less than fourteen days’ notice specifying the intention to propose the resolution has been given;

s) “spouse” means a person who (i) is married to a Member, or (ii) lives with a Member, whether of the opposite or same gender, in a marriage-like relationship;

t) “University Club” means the society incorporated under number 4696 and named “The University Club of Vancouver”; and

u) “Vancouver Area” means the area within a radius of fifty-five kilometers from the Club premises, excluding Vancouver Island and the Gulf Islands west of Georgia Strait, the Sunshine Coast (except Bowen Island) and any area south of the Canada/USA border or north of Britannia Beach or as defined at the discretion of the Board from time to time. 1.2. For the purpose of these Bylaws, the quarters of the year shall be deemed to commence on the first days of January, April, July and October.

2. CLASSES OF MEMBERSHIPS

2.1. The Club shall have the following classes of Members:

a) HONORARY MEMBERS. “Honorary Members” are persons elected as Honorary Members by unanimous decision of the Board. If the Board elects as an Honorary Member a person who at the time of the election is the Lieutenant-Governor of the Province of British Columbia, the senior serving officer in British Columbia in the Canadian Armed Forces or the Royal Canadian Mounted Police, or the holder of a distinguished office that the Board wishes to honour, then that person shall continue to be an Honorary Member only so long as he or she holds such office, except that if the Lieutenant-Governor of the Province of British Columbia is already a Member at the time of election as an Honorary Member, he or she shall continue to be an Honorary Member until death;

b) LIFE MEMBERS. “Life Members” are Members, other than Honorary Members and Diplomatic Members, who have completed forty years’ continuous membership or who were Life Members prior to December 31, 1999. For the purposes of determining the years of continuous membership which qualify a Member to be a Life Member, membership in any one or more of the University Club, the predecessor Vancouver Club or the Georgian Club shall be included;

c) RESIDENT MEMBERS. “Resident Members” are persons elected as Members in accordance with these Bylaws and who have their principal place of residence in the Vancouver Area or who have their principal place of business in the Vancouver Area;

d) DIPLOMATIC MEMBERS. “Diplomatic Members” are persons elected as Members in accordance with these Bylaws and who are temporarily stationed in the Vancouver Area as the duly accredited representatives of any commonwealth or foreign state;

e) ASSOCIATE MEMBERS. “Associate Members” are persons elected as Members in accordance with these Bylaws who are members of the clergy, full time employees in a senior executive position of a charitable organization which has been unanimously approved by the Board, full-time members of the faculty or senior administrative officers of any university under the Universities Act, the University of Northern British Columbia or the British Columbia Institute of Technology, or faculty or senior administrative officers of any other post secondary educational institution recognized by an ordinary resolution of the Board;

f) ABSENTEE MEMBERS. “Absentee Members” are Resident or Associate Members whose names appear on the Members List as Absentee Members. The Board shall place on the Members List as Absentee Members the names of all Resident and Associate Members who apply in writing and satisfy the Board that, commencing within a month or so of applying, they will be temporarily absent from the Vancouver Area for a continuous period of not less than four months. Such a name shall remain on the Members List as an Absentee Member until the Member returns to the Vancouver Area or until the Board removes his or her name therefrom. A Member who is a member of Parliament or a member of the British Columbia Legislative Assembly shall, in recognition of his or her public service, be deemed to be an Absentee Member and such Member’s name shall remain on the Members List as an Absentee Member as long as he or she remains elected as a member of Parliament or the British Columbia Legislative Assembly;

g) NON-RESIDENT MEMBERS. “Non-Resident Members” are persons elected as Members in accordance with these Bylaws and who have their principal place of residence and their principal place of business outside the Vancouver Area;

h) SUPERNUMERARY MEMBERS. “Supernumerary Members” are Members who, by reason of disability through natural causes or from wounds received while on active service, are permanently unable to avail themselves of all privileges of the Club or who, for reasons satisfactory to the Board, are unable to maintain their existing class of membership, and who have been placed on the list of Supernumerary Members by direction of the Board;

i) RECIPROCAL MEMBERS. “Reciprocal Members” are persons ordinarily resident outside the Vancouver Area, who, being members of a club with which the Club has reciprocal arrangements, have presented from the responsible person of such club, an official letter of introduction to the General Manager or otherwise provided evidence of their membership satisfactory to the General Manager, and have, in the discretion of the Board, during their temporary stay in the Vancouver Area, been admitted to the privileges of the Club as the Board shall decide;

j) TEMPORARY MEMBERS. “Temporary Members” are guests who have been introduced by Members under the provisions of Bylaw 9.3, whose visiting period of fourteen days has expired and who have been admitted as Temporary Members by direction of the Board; and

k) AFFILIATE MEMBERS. “Affiliate Members” are persons who, being members of a club that has been identified by the Board as an affiliate of the Club, have presented from the responsible person of the affiliate club an official letter of introduction to the General Manager confirming their membership in good standing with such affiliate club and have, in the discretion of the Board, been admitted to the privileges of the Club for a maximum of two thirty day consecutive periods in any calendar year and agree to pay a usage fee determined by the General Manager.

3. LIMIT OF MEMBERSHIP

3.1. The number of Resident Members shall not exceed 1,200.

3.2. The number of Associate Members shall not exceed 60.

3.3. The number of Members who are not entitled to vote shall not exceed the number of Members who are entitled to vote.

3.4. The number of Affiliate Members shall not exceed 60.

4. NOMINATION, CONSIDERATION AND ELECTION OF MEMBERS

4.1. Every candidate for membership (other than as an Honorary Member) shall be proposed by one Member and seconded by another in a nomination in writing in such form as the Board may prescribe from time to time, signed by the candidate, the proposer and the seconder and received by the General Manager. Every nomination shall state the candidate’s principal place of residence and principal place of business and shall contain the declaration of the proposer and seconder that they consider the candidate would in every way be a desirable Member and the deposit required by Bylaw 6.12. If either the proposer or the seconder have known the candidate for less than 2 years, the nomination shall be accompanied by references in the form adopted by the Board from time to time signed by three Members or one letter of reference from another reputable club acceptable to the Board in its sole discretion. Each Member who is acting as a proposer, seconder or reference must be in good standing.

4.2. A Member may propose or second a candidate who is a relative, but shall not act as a reference for a relative.

4.3. If a proposer and/or seconder ceases to be a Member in good standing or desires to revoke the declaration made in accordance with Bylaw 4.1, which he or she may do subject to any regulations which the Board may prescribe at any time, then such nomination will be deemed to have been withdrawn unless within one month of such withdrawal and not later than seven days before the day when the candidate comes up for election, another proposer or seconder is be substituted by written notice to the General Manager.

4.4. A nomination for membership may be deferred without penalty by a candidate only once, following which the candidate shall lose any priority with respect to consideration of the candidate’s nomination by the Board pursuant to Bylaw 4.6.

4.5. Every candidate for membership (other than as an Honorary Member), shall be considered by the Board in the manner and priority set out in this Bylaw 4.5.

a) Each Member proposing a candidate for membership shall be responsible for delivering to the General Manager the duly executed nomination documents, reference forms or reference letter (if required), and the deposit referred to in Bylaw 4.1.

b) The General Manager shall deliver the documents referred to in Bylaw 4.5(a) to the Membership Committee which shall consider the candidate’s nomination for membership.

c) If applicable, Members of the Membership Committee shall communicate with each of the three Members who have signed the reference forms referred to in Bylaw 4.1, to confirm that such Members continue to support the candidate’s nomination.

d) After the positive confirmation of the three Members referred to in Bylaw 4.5 © has been received by the Committee, if applicable, it shall report to the Board and the Board, unless the nomination has been withdrawn or rejected, shall approve the circulation of the name of the candidate to the Members as provided in Bylaw 4.5(e) below.

e) The name, occupation, principal place of residence and principal place of business of the candidate and the name of the candidate’s proposer and seconder shall be published in one edition of the Club newsletter circulated to the Members and posted on the Club notice board for twenty-one days following circulation of the Club newsletter to the Members.

f) Any Member may object to a candidate’s nomination for membership within the twenty-one day period referred to in Bylaw 4.5(e) above, by making such objection known to the Membership Committee or to the Board, and the Membership Committee and the Board shall carefully and seriously consider such objection.

g) Following the expiry of the twenty-one day period referred to in Bylaw 4.5(e) above, the Membership Committee shall make an appropriate recommendation to the Board and the Board shall upon receiving the recommendation and upon considering the best interests of the Club, make a final determination on the candidate’s nomination.

h) A candidate’s nomination for membership must be rejected if opposed by at two or more Directors at the meeting in which the candidate’s election is considered by the Board. 4.6. Subject to Bylaw 4.4, all candidates shall be considered by the Board in the order of the date on which their completed nominations are received by the General Manager. 4.7. Notwithstanding Bylaw 4.1, a nomination for membership of a candidate as a Diplomatic Member does not require any references; however, either the proposer or seconder of such nomination must be a Resident Member. 4.8. The decision of the Board whether or not any candidate has been elected shall be final and conclusive. The General Manager shall notify each candidate in writing of the Board’s decision. 4.9. After election by the Board and, subject to Bylaw 6.11, upon payment of the balance of the applicable entrance fee and dues, a candidate shall become a Member with all privileges of membership attached to the class of membership to which such candidate was elected including the use of the Club premises. Such candidate shall continue to hold such class of membership until changed as provided herein. Each Member shall be provided with a printed copy of the Constitution, Bylaws and House Rules. 4.10. If a candidate is rejected by the Board, the candidate may not be nominated for membership again until twelve months have elapsed. A candidate cannot again be nominated for election if the Board has previously rejected such nomination twice. 4.11. The Board, at a meeting for which notice of the business has been given and at which at least eight Directors are present, may cancel the election of any Member within twelve months from the day of the Member’s first payment of dues and such Member shall not have the right to appeal the decision of the Board, or to be given the reasons therefor, but shall be entitled to repayment of the entrance fee and any dues paid by the Member.

5. TRANSFERS TO OTHER CLASSES OF MEMBERSHIP

5.1. A Non-Resident Member whose principal place of residence or principal place of business changes to be located within the Vancouver Area shall, within thirty days thereafter by notice in that regard given to the General Manager, apply to become a Resident Member. If the Member fails to comply with this Bylaw 5.1, such Member shall cease to be a Member at the expiration of thirty days after notice in writing is given to the Member by the General Manager requesting compliance. A Member who applies to become a Resident Member under this Bylaw 5.1 shall have priority for admission based on the date on which such Member’s original completed nomination for membership in the predecessor Vancouver Club, the Georgian Club, the University Club or the Club was received. Until becoming a Resident Member, the benefits and privileges of a Resident Member shall not be available to nor the dues in respect thereof be payable by such Member.

5.2
a) A Diplomatic Member who ceases to qualify as such in accordance with these Bylaws shall cease to be a Member thirty days after ceasing to so qualify.

b) A present or former Diplomatic Member may apply to become a Resident Member or a Non-Resident Member. The Board in its uncontrolled discretion shall decide whether or not the applicant may become a Resident Member or a Non-Resident Member and if so, may prescribe the terms, fees, dues and conditions applicable in such a case.

5.3. An Associate Member who ceases to qualify as such in accordance with these Bylaws and has a principal place of residence in the Vancouver Area or establishes a principal place of business in the Vancouver Area may, within thirty days thereafter by notice in that regard given to the General Manager, apply to become a Resident Member. An Associate Member who ceases to qualify as such in accordance with these Bylaws and does not have a principal place of residence or a principal place of business within the Vancouver Area may, within thirty days thereafter by notice in that regard given to the General Manager, apply to become a Non-Resident Member. If the Member fails to comply with this Bylaw 5.3, such Member shall cease to be a Member at the expiration of thirty days after notice in writing is given to the Member by the General Manager requesting compliance with this Bylaw. An Associate Member who applies to become a Resident Member or a Non-Resident Member under this Bylaw shall have priority for admission based on the date on which such Member’s original completed nomination for Associate Membership was received.

5.4. Subject to Bylaws 5.1 to 5.3, the class of membership of a Member shall not be changed without the approval of the Board.

5.5. The Board may, by unanimous decision, require a Supernumerary Member to revert to his or her former class of membership.

6. ENTRANCE FEES

6.1. Subject to Bylaws 6.2, 6.3, 6.6, 6.7, 6.8 and 6.9, the Members shall establish from time to time by ordinary resolution the entrance fees to be paid by each class of Members.

6.2. Honorary Members, Diplomatic Members, Reciprocal Members, Temporary Members and Affiliate Members shall not be required to pay an entrance fee.

6.3. The entrance fee for Associate Members and Non-Resident Members shall be 50% of the entrance fee for Resident Members.

6.4. A Non-Resident Member who becomes a Resident Member under Bylaw 5.1 and an Associate Member who becomes a Resident Member under Bylaw 5.3 shall pay forthwith the entrance fee then in effect for a Resident Member less any entrance fee paid when the Member first became a Member.

6.5. A Non-Resident Member who was formerly a Resident has maintained continuous membership, and whose principal place of residence or principal place of business changes to be located within the Vancouver Area shall not be liable to pay an additional entrance fee.

6.6. The entrance fee for a Member who at the date of his or her completed nomination to become a Resident Member or Non-Resident Member is received by the General Manager is under the age of thirty-five years and a son or daughter, a son-in-law or daughter-in-law, a stepson or stepdaughter, a grandchild or a step-grandchild of a Member, or of a person who died being a Member or a member of any of the predecessor Vancouver Club, the University Club or the Georgian Club, shall be 50% of the entrance fee for a Resident Member.

6.7. The entrance fee for a Member who would otherwise qualify under the provisions of Bylaw 6.6 but for the fact that such candidate is between thirty-five and forty-four years of age, inclusive, at the date his or her completed nomination to become a Resident or Non-Resident Member is received by the General Manager shall be 37.5% of the entrance fee for a Resident Member.

6.8. The entrance fee for a Member who does not qualify under Bylaw 6.6 or Bylaw 6.7 but who is under forty-five years of age at the date his or her completed nomination to become a Resident Member is received by the General Manager shall be 75% of the entrance fee for a Resident Member, provided his or her completed nomination is provided to the Club prior to April 1, 2017. For greater clarity, any prospective Member who satisfies the criteria for a reduced entrance fee under this Bylaw 6.8 but submits his or her completed nomination to become a Resident Member on or after April 1, 2017, shall not be eligible for a reduced entrance fee under this Bylaw.

6.9. The entrance fee for a Resident Member who is the spouse of a Resident Member or Non-Resident Member shall be 50% of the regular entrance fee applicable to the Member, with a minimum fee of $1,500.

6.10. The entrance fee for a Member who was an Affiliate Member or Reciprocal Member at any time within the two year period immediately preceding the date his or her completed nomination to become a Member is received by the General Manager shall be 50% of the regular entrance fee applicable to the Member.

6.11. Notwithstanding the provisions of Bylaw 6.12, a Resident Member may elect to pay the balance of the entrance fee, after payment of the deposit, in up to three equal and consecutive annual instalments payable on the anniversary dates of his or her election as a Member.

6.12. Concurrently with filing his or her nomination, a candidate for membership as a Resident, Associate or Non-Resident Member shall pay a deposit on account of the entrance fee in the amount of $1,000. Subject to Bylaw 6.11, the balance of the entrance fee shall become payable forthwith after the date of such candidate’s election to membership, at the rate in effect on that date. If a candidate’s nomination is withdrawn either before or after election to membership, the deposit may be refunded at the absolute discretion of the Board. If a candidate’s nomination is rejected by the Board the deposit shall be refunded.

7. MEMBERSHIP DUES AND ASSESSMENTS

7.1. Honorary Members, Supernumerary Members, Temporary Members, Reciprocal Members and Affiliate Members shall be exempt from the payment of dues and assessments.

7.2. Subject to Bylaw 7.1, the Members shall establish from time to time by ordinary resolution the amounts of all dues and assessments payable by the Members.

7.3. Life Members shall pay dues in advance on the first day of January in each year.

7.4. Resident Members and Associate Members shall pay dues monthly in advance. If a Resident Member or an Associate Member transfers to another class of membership, the dues which such Member has at such time paid, or is liable to pay, shall not apply against the dues payable by such Member for the class of membership to which he or she has been transferred.

7.5. Dues for an Absentee Member shall come into effect on the date that the Absentee Member leaves the Vancouver Area and shall continue until he or she returns, at which time the dues shall revert to the dues of a Resident or Associate Member, as the case may be, and the monthly dues shall be adjusted so that the reduced dues shall be in effect for the actual period of absence.

7.6. Non-Resident Members shall pay dues monthly in advance. If a Non-Resident Member uses the Club for a period longer than 25 days in any one quarter, then for each month in such quarter he or she shall pay dues equal to those of a Resident Member. In the event that a Non-Resident Member transfers to another class of membership, he or she shall pay the amount of the dues payable by Members of such class for the current month at the commencement of the next succeeding month.

7.7. Diplomatic Members shall pay dues monthly in advance.

7.8. New Members in classes of membership where dues are payable monthly shall forthwith pay dues pro rata for the period from the date of their election to the end of the current month.

7.9. New Members in classes of membership where dues are payable annually shall forthwith pay dues pro rata for the period from the date of their election to the end of the current year.

7.10. For the purpose of calculation under these Bylaws any portion of a month shall be counted as a whole month.

7.11. Should the Club premises be rendered inoperable by reason of an event that is an insured peril and the period that the Club premises cannot be used by the Members exceeds two months, then the Members shall be relieved from paying dues for the period of time determined by resolution of the Board to be the time required, with the exercise of due diligence and dispatch, to make the Club premises operable again.

8. PAYMENT OF ACCOUNTS

8.1. Any requirement in Bylaw 8 to deliver a statement, document or written notice by mail, includes delivery by email.

8.2. Following the end of each month, the General Manager shall cause to be mailed promptly to each Member a statement of such Member’s indebtedness to the Club and the amount thereof shall constitute a debt payable on or before the last day of the month following the month to which such indebtedness relates.

8.3. If any Member fails to pay any amount when due in accordance with Bylaw 8.2, the General Manager shall advise the Member that if the Member’s account is not settled on or before the last business day of the month following the month in which the debt became payable, the Member shall cease to be in good standing. The Member’s charging privileges will be suspended and they shall not be permitted to incur any further liability to the Club except dues and assessments until all overdue indebtedness is discharged.

8.4. If a Member fails to pay any indebtedness by the last business day of the second month following the month in which the debt became payable, the Board in its absolute discretion may either:

a) declare such Member to be expelled from the Club and have their outstanding account sent to collection, or

b) cause the General Manager to give such Member written notice that, if the said amount is not paid within ten days from the mailing of such notice, the Member may be declared to be expelled from the Club; and their outstanding account may be sent to collection at such time; and if the said amount is not paid within ten days from the mailing of such notice, declare such Member to be expelled from the Club, at which time the expelled Member’s outstanding account may be sent to collection.

8.5. The Board may expel any Member who has been delinquent in making payments when due under Bylaw 8.2 three or more times within a period of twelve consecutive months.

8.6. The date of expulsion of a Member shall be entered in the Member’s record of account.

8.7. The Board, in its absolute discretion, may readmit a former Member who has ceased to be a Member pursuant to Bylaw 5.1 or 5.2 or who has been expelled pursuant to the provisions of Bylaw 8.4 or 8.5 upon payment of any arrears and all dues accrued since the date of ceasing to be a Member. The membership of a readmitted Member shall be deemed not to have been interrupted by expulsion and the date of expulsion shall be erased from the Members record of account.

8.8. Members shall pay two plus one half percent compounding per month on all overdue accounts.

9. PRIVILEGES OF MEMBERS

9.1. Resident Members, Non-Resident Members, Absentee Members, Life Members, Honorary Members, Supernumerary Members, Associate Members and Diplomatic Members shall be entitled to all the benefits and privileges of membership including the right to vote.

9.2. Reciprocal Members, Temporary Members and Affiliate Members shall be entitled to all the benefits and privileges of membership, except that they shall be ineligible to be Directors or to vote as Members and their spouses shall not be granted spousal privileges.

9.3. Every Member shall have the privilege of introducing guests to the Club. Each guest may only be introduced for a period or aggregate periods of 14 days or less in any one year.

9.4. While they are in the Club premises, guests must be accompanied by the Member introducing them, except that guests staying in the bedroom accommodation of the Club premises may enter and leave the Club premises and may take meals in the Club premises without being in the company of a Member. The Board in its absolute discretion may limit or extend privileges of introducing guests.

9.5. Any Member introducing a guest shall inscribe the name and address of the guest in the guest book and shall be responsible for any debt incurred by such guest in the Club. The name and address of an Reciprocal Member shall be inscribed in the guest book by the General Manager.

9.6. Except by consent of the Board, no person under the age of thirteen years shall be introduced as a guest.

9.7. Any Member shall have the privilege of entertaining guests in the parts of the Club allowed for their use under the House Rules and at the times that the Board, in its absolute discretion, from time to time may designate.

10. INFRACTIONS OF BYLAWS OR RULES

10.1. The Board shall immediately notify a Member of any alleged infraction of the Bylaws or House Rules by the Member.

10.2. Any Member who infringes the Bylaws or any of the House Rules or whose conduct either inside the Club or elsewhere is, in the opinion of the Board, detrimental to the character or interest of the Club, may be reprimanded and/or liable to a fine up to but not exceeding five hundred dollars ($500.00) or to suspension or expulsion from the Club, as may be determined by a vote of two-thirds of the Board present at a meeting held for the purpose of considering the matter, reasonable notice of such meeting having been previously given to such Member.

10.3. If any Member’s conduct either inside the Club or elsewhere is, in the opinion of any ten Members who shall certify the same in writing, detrimental to the character or interest of the Club, the Board shall call a special general meeting to consider the matter and at such meeting the Members may suspend or expel such Member by ordinary resolution.

11. RESIGNATION OF MEMBERS

11.1. Any Member in good standing may resign from the Club by providing written notice to the General Manager. Such resignation shall take effect immediately before the first day of the month next following receipt of such notice by the General Manager. Should any former Member apply for reinstatement the Board, in its absolute discretion, may reinstate the applicant on such terms and conditions as the Board may decide, including whether or not dues should be paid for the period between the effective date of the resignation and the date of reinstatement and whether or not the former Member should provide an explanation for the resignation and a written application for reinstatement.

12. EFFECT OF CEASING TO BE A MEMBER

12.1. Any Member shall, upon ceasing to be a Member, forfeit all right to and claim upon the Club and its property and funds, and any Member who has been expelled under Bylaws 10.2 or 10.3 shall forever thereafter be ineligible for readmission to the Club.

13. SPOUSES OF MEMBERS AND DECEASED MEMBERS

13.1. Subject to Bylaw 9.2, if approved by the Board, a spouse of a Member may be afforded spousal privileges in the Club for such spouse and her or his guests as determined by the Board from time to time or as set out in the House Rules.

13.2. Any Member may apply to the Board for spousal privileges for his or her spouse and approval of such privileges may be given or withheld by the Board in its absolute discretion.

13.3. A spouse’s privileges shall terminate automatically on her or his spouse ceasing to be a Member or on such spouse ceasing to qualify under the definition set forth in Bylaw 1.1 ® and may be terminated at any time by the Member or by the Board in its absolute discretion and without prior notice to the spouse.

13.4. A Member shall be responsible for any and all charges and other indebtedness to the Club incurred by his or her spouse.

13.5. If approved by the Board, a person who was a spouse of a Member at the time of such Member’s death may be afforded privileges in the Club for such person and her or his guests as determined by the Board from time to time or as set out in the House Rules.

13.6. Any such eligible spouse of a deceased Member may be proposed by any Member or Members to the Board for its approval, which approval may be given or withheld by the Board in its absolute discretion.

13.7. The privileges of a spouse of a deceased Member shall terminate automatically on her or his remarriage or entering into a marriage-like relationship with another person and may be terminated at any time by the Board in its absolute discretion without prior notice to the spouse.

13.8. The granting of spousal privileges shall not constitute the spouse as a Member or entitle the spouse to any of the rights of a Member.

14. GENERAL MEETINGS

14.1. The annual general meeting shall be held on such date in each year as may be determined by the Board in accordance with the provisions of the Society Act. 14.2. At least twenty-eight days before the annual general meeting, the General Manager shall cause a notice of the time and place of such meeting and all of the business to be transacted thereat to be posted on the Club notice board. At least fourteen days before the annual general meeting, the General Manager shall mail a copy of such notice to each Member qualified to vote and to the auditor.

14.3. Any Member who desires to propose a resolution or resolutions for consideration at an annual general meeting (other than by way of amendment to a motion otherwise properly before the meeting) shall give in writing to the General Manager notice thereof containing the names of the mover and seconder and the text of the resolution or resolutions at least forty days before the date of the meeting, and the General Manager shall cause such notice to be posted on the Club notice board forthwith and, if the President so directs, shall mail the same or a summary thereof to each Member qualified to vote.

14.4. At least fourteen days before the annual general meeting, the General Manager shall cause to be mailed to each Member and the auditor the financial statements required by the Society Act, the report of the auditor thereon, the report of the Board to the Members and any further information required by the provisions of the Society Act.

14.5. The Board may at any time call a special general meeting and the Board shall do so without delay upon the written requisition of ten percent or more of the Members qualified to vote. The requisition shall state the purpose of the meeting, be signed by the requisitionists and be delivered or sent by registered mail to the Club.

14.5. The Board may at any time call a special general meeting and the Board shall do so without delay upon the written requisition of ten percent or more of the Members qualified to vote. The requisition shall state the purpose of the meeting, be signed by the requisitionists and be delivered or sent by registered mail to the Club.

14.6. At least fourteen days before any special general meeting, the General Manager shall cause a notice of the time and place of such meeting and all of the business to be transacted thereat to be posted on the Club notice board and to be mailed to each Member qualified to vote and to the auditor.

14.7. The accidental omission to give notice of a general meeting to, or the non-receipt of a notice by, any Member entitled to receive notice does not invalidate proceedings at that general meeting.

14.8. No business other than that of which notice has been given shall be transacted at any general meeting.

14.9. A quorum for the transaction of business at any general meeting shall consist of twenty-five Members present in person. If a general meeting is convened upon the requisition of Members in accordance with Bylaw 14.5 and a quorum is not present within 30 minutes after the time appointed for the meeting, the meeting shall be dissolved. In any other case, if a quorum is not present within 30 minutes after the time appointed for the meeting, the meeting shall stand adjourned to the same day in the next week at the same time and place and if, at the adjourned meeting, a quorum is not present within 30 minutes after the time appointed for the meeting, the Members who are present in person shall constitute a quorum.

14.10. At all general meetings, the President or, if the President is absent, the Vice-President or, if both are absent, a Member elected by the meeting, shall take the chair.

14.11. Every Member qualified to vote shall be entitled to one vote and, in case of an equality of votes, the chairman shall not have a second or casting vote. Voting by proxy is not permitted.

14.12. Any general meeting may be adjourned to any time and from time to time, but no business may be transacted at any adjourned meeting other than the business left unfinished at the original meeting from which the adjournment took place. Notice of an adjourned meeting need not be given.

14.13. All meetings including meetings of Members shall be organized and conducted according to Robert’s Rules of Order to the extent such Rules are not inconsistent with these Bylaws.

14.14. Subject to Bylaw 14.15, any requirement in Bylaws 14.2, 14.3, 14.4 and 14.6 to deliver a document or documents by mail includes both delivery by e-mail and delivery by posting the document or documents on the Club website and notifying the Members of such posting by e-mail.

14.15. The General Manager shall, prior to delivering any document to a Member pursuant to Bylaw 14.14, mail such Member a notice outlining the delivery methods provided for in Bylaw 14.14 and providing such Member an opportunity to opt-in or out of electronic delivery. If a Member opts-out of electronic delivery, the General Manager must mail any document required to be delivered pursuant to Bylaws 14.2, 14.3, 14.4 and 14.6. If a Member does not opt-out of electronic delivery, the General Manager may deliver any document to such Member pursuant to Bylaw 14.14. A Member may at any time notify the General Manager that he or she no longer wishes to receive documents by electronic delivery and the General Manager shall, after receipt of such notice, mail any document required to be delivered pursuant to Bylaws 14.2, 14.3, 14.4 and 14.6. in accordance with the laws of British Columbia and Canada.

15. DIRECTORS AND OFFICERS

15.1. The Board shall consist of 12 Directors who are Resident Members in good standing plus the Immediate Past President. The Immediate Past President will continue, ex-officio, as a Director and such term of office as an elected Director shall terminate at the annual general meeting held next after ceasing to be President.

15.2. The President and Vice-President shall be elected from amongst the Directors by the Board annually immediately after the annual general meeting.

15.3. If the President or Vice-President dies or becomes unable or unwilling to serve during his or her term of office, the Board shall elect a replacement or replacements, as the case may be, from the remaining members of the Board.

15.4. At each annual general meeting six (6) directors, or such other number as is necessary to fill the vacancies in the Board, shall be elected to hold office for a term of 2 years. A retiring Director is eligible for re-election, provided that he or she may be elected as a Director for maximum of 4 consecutive terms. This limitation may be waived by the Board in its discretion in the event that the term of an incoming President should extend beyond the 4 consecutive term limit.

15.5. Nominations for Directors shall be submitted in writing to the General Manager not later than [twenty-four] days prior to the annual general meeting, state that the nominee consents to such nomination and be signed by two or more Members in good standing.

15.6. The General Manager shall forthwith post the name or names of the nominees on the Club notice board and such names shall not be removed from the Club notice board without the consent of the Board.

15.7. If there are more candidates than the number of forthcoming vacancies on the Board, voting for the Directors shall be conducted by electronic means in accordance with Bylaw 15.8. 15.8. The Directors may establish rules for the conduct of Director elections by electronic means, including by online voting through the Club website, provided such rules allow Members reasonable access to voting and ensure the confidentiality, security and integrity of the voting process

15.9. If a Director election is held by electronic means, a Member may request a paper ballot, in accordance with the process set out in the notice of the annual general meeting sent to the Members pursuant to Bylaw 14.2, in which case the General Manager shall mail a paper ballot to such Member and such Member may vote for the Directors by completing the ballot form received from the General Manager, placing it in the envelope marked “Ballot Paper”, sealing that envelope, placing it in the outer envelope addressed to the General Manager and sealing the outer envelope, inserting the Member’s name and signature in the spaces provided on the back of the outer envelope, placing the outer envelope in a third envelope and either mailing that envelope prepaid or delivering it by hand so that it is received by the General Manager not later than 48 hours before the annual general meeting. Such ballots shall be delivered to the duly appointed scrutineers to be consolidated with the votes received by electronic means. In the event that a Member submits a paper ballot in addition to his or her electronic vote, the Member’s paper ballot will not be counted.

15.10. The persons elected by ballot as Directors, or in the event of a ballot not being required the persons nominated for the said positions, shall be declared elected at the annual general meeting.

15.11. If there are an insufficient number of nominations for Directors, the vacancies may be filled by the Board after the annual general meeting.

15.12. Any casual vacancy occurring in the Board may be filled by the Board and the Board may replace a Director (other than the Immediate Past President) who has failed to attend any of the regular meetings of the Board for a period of three consecutive months. Any person appointed by the Board under this Bylaw shall serve until the expiration of the term of the Director who is replaced.

15.13. No act or proceeding of the Directors is invalid by reason only that, at the relevant time, the Club has no Immediate Past President or the Immediate Past President is unable or unwilling to serve as Director.

15.14. The Club shall not remunerate a Director for being or acting as a Director or officer but the Club shall reimburse each Director for all expenses necessarily and reasonably incurred while engaged in the affairs of the Club.

16. PROCEEDINGS OF THE BOARD

16.1. The President shall act as chair of all meetings of the Board and shall undertake all such other duties as shall fall to the office of the President.

16.2. In the absence of the President, the Vice-President shall assume all the duties of the President.

16.3. The Board shall meet regularly on a day and time to be fixed from time to time by the Board to transact current business, to receive the accounts of the preceding month and to approve the minutes of the previous meeting. Where such minutes are objected to they may be reserved for consideration at the next regular or special meeting of the Board. Special meetings of the Board may be called by the President and shall be called by the General Manager at the request of any five Directors.

16.4. A quorum for the transaction of business of the Board shall be five Directors.

16.5. In case of an equality of votes at any meeting of the Board, the chair of the meeting has a second or casting vote.

17. POWERS OF THE BOARD

17.1. The Board shall have power to:

a) engage, discharge and set and vary the terms of employment of all employees of the Club;

b) make and alter House Rules for the regulation of the affairs and conduct of the Club and the enjoyment of the benefits thereof, provided they are not inconsistent with the Constitution and these Bylaws;

c) fine, suspend and expel Members as set out in these Bylaws;

d) draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange and other negotiable or transferable instruments or make provision therefor;

e) subject to the provisions of the Society Act, for the purpose of carrying out the objects of the Club, borrow or raise or secure the payment of money in such manner and upon such terms and conditions in all respects as the Board thinks fit, and in particular by the issue of debentures or any mortgage, charge or other security on the whole or any part of the property or assets of the Club, both present and future, including all fees or membership dues now or hereafter due or payable to the Club. No debenture shall be issued and no mortgage of real property shall be granted unless authorized by a special resolution;

f) authorize all expenditures in connection with the Club’s affairs;

g) in the name of the Club, bring or defend any legal proceedings on behalf of or in the interests of the Club for any purpose whatsoever;

h) decide finally and conclusively all questions relating to the residence or place of business of any Member or candidate for membership;

i) administer all the affairs of the Club and, by House Rules (not inconsistent with these Bylaws), fix the tariff of prices and charges, arrange modes of payment of accounts and make rules with regard to the use of Club premises;

j) cause the Club from time to time to enter into reciprocal arrangements with other clubs for the exchange of privileges and to cancel such arrangements, and cause a list of the clubs with which such arrangements are in force to be maintained;

k) determine from time to time which other clubs will be considered affiliate clubs for purposes of admitting Affiliate Members and cause a list of all such affiliate clubs to be maintained;

l) levy and determine the time and method of payment of, and the calculation of, any dues or assessments payable by the Members if such dues or assessments, and the amount thereof, have been approved by ordinary resolution;

m) extend privileges to spouses as set out in these Bylaws, terminate such privileges, and make and alter House Rules with respect to such spouses;

n) appoint a General Manager and determine the terms of his or her engagement as it thinks proper, delegate to the General Manager such powers and duties of the Board as the Board may determine in its absolute discretion and, if the position of General Manager should become vacant, appoint an acting General Manager; and

o) appoint from time to time such committees as it may deem necessary or expedient and delegate to such committees such powers and duties of the Board as the Board may determine in its absolute discretion.

18. REMOVAL OF DIRECTORS AND OFFICERS

18.1. All or any of the President, the Vice-President and the other members of the Board may be removed from office by special resolution passed at a general meeting of the Members; and at such meeting the Members may, by ordinary resolution, fill any vacancy so created.

19. GENERAL MANAGER

19.1. The General Manager shall be the Secretary of the Club and shall perform all duties prescribed by these Bylaws or assigned by the Board.

19.2. The General Manager shall have general control and superintendence of the Club operations and staff subject to these Bylaws and to such directions and to such terms of engagement as may be established from time to time by the Board.

19.3. The General Manager shall maintain the Members’ List, attend, take minutes of and record resolutions at all general meetings and at all meetings of the Board and committees of the Board, keep on file copies of all letters written and received by the General Manager relating to the affairs of the Club, keep custody of all books and records of the Club, gather and be entitled to receive information upon all subjects connected with the business of the Club, and draw up reports and keep regular accounts of the official concerns of the Club.

19.4. The General Manager shall submit to the Board a monthly statement of receipts and disbursements of the Club. He or she shall keep regular monthly accounts of the stores in the stock cellars and account with the Catering Manager, Barmen and Housekeeper for stores delivered for the consumption of the Members and for the use of the Club.

19.5. An acting General Manager shall perform such duties and have such responsibilities as may be determined from time to time by the Board.

19.6 The General Manager shall have the right to delegate any of the duties and responsibilities of the General Manager under these Bylaws to such person or persons in the General Manager’s administration as the General Manager may determine from time to time, subject to the right of the Board to require that any such duties or responsibilities be performed by the General Manager.

20. INDEMNITY

20.1. The Board and the General Manager shall be fully indemnified by the Club against all personal liability or loss incurred in respect of their bringing or defending legal proceedings in the name of the Club and from all costs and damages incurred in relation thereto or occasioned thereby.

20.2. Subject to the Society Act, the Club shall indemnify each Director and each former Director and their heirs and personal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement, actually and reasonably incurred, in any action or proceeding of any kind whatsoever to which he or she is made party by reason of being or having been a Director, if such Director:

a) acted honestly and in good faith with a view to the best interests of the Club, and

b) had reasonable cause for believing that his or her conduct was lawful.

21. COMMITTEES

21.1. Committees shall periodically report their proceedings to the Board and shall conduct their business in accordance with the directions of the Board. Committee meetings at which accounts are recommended for payment shall be held as far in advance as possible of the regular meetings of the Board.

22. SEAL

22.1. The seal of the Club shall not be affixed to any instrument except by authority of a resolution of the Board or of the Members, and it shall be affixed as may be prescribed in and by such resolution or, if no persons are prescribed by the resolution, in the presence of:

a) the President and Vice-President;

b) the President or Vice-President and one other Director; or

c) in the absence of both the President and Vice-President, in the presence of two Directors;

and such persons shall sign every instrument to which the seal of the Club is so affixed.

23. AUDIT

23.1. The Members shall appoint an auditor at each annual general meeting.

23.2. The remuneration of the auditor shall be set by ordinary resolution or, if the Members so resolve, by the Board.

24. AMENDMENT OF BYLAWS

24.1. These Bylaws may not be repealed, altered or added to except by special resolution.