Lindsay Curling Club Constitution

Be it enacted as a by-law of the Lindsay Curling Club Incorporated herein after called “ The Club”.

ARTICLE 1

1.1 By-Law No. 1 of the Corporation be and the same is hereby repealed.

ARTICLE 2

2.1 HEAD OFFICE

The head office of the Corporation shall be in the Town of Lindsay, in the City of the KawarthaLakes, in the Province of Ontario.

ARTICLE 3

3.1 CORPORATE SEAL

The seal, an impression whereof is stamped in the margin hereof, shall be the Corporate Seal of the Corporation.

ARTICLE 4

4.1 MEMBERSHIP

The membership of the Club shall consist of any person who applies for membership and pays the required membership fees, and whose application for membership is approved by the Board ofDirectors. Except as otherwise provided in this By-Law, each member in good standing shall beentitled to one vote on each question arising at any special or general meeting of the members.

Subject to the foregoing, the Board may pass membership rules providing for the admission of members, designating in which group members may participate, and providing for such other membership related matters as are permitted by this By-Law.

4.2 MEMBERSHIP DUES AND FEES

There shall be no dues or fees payable by members except such, if any, as shall from time to time befixed by majority vote of the Board of Directors, which vote shall become effective only when confirmed by a vote of the members qualified to vote thereat at an annual, or other general meeting.

The Treasurer or the Treasurer's designate shall notify the members of the dues or fees at any time payable by them, and if any are not paid within 30 days from the date or dates required for payment thereof, the members in default shall thereupon automatically cease to be members of theCorporation, but any such members may on payment of unpaid dues or fees be reinstated by majority vote of the board of directors.

4.3 RESIGNATION AND CHANGING MEMBERSHIP CLASSIFICATION

Any member may resign from the Club, or request change in membership classification, by deliveringto the Board of Directors a written resignation or request for change of membership classification. A resignation or request for change shall be effective on acceptance by the Board of Directors.

4.4 LIABILITY FOR FEES AND OTHER SUMS

A member who duly resigns, or requests a change of membership classification, will remain liable for payment of all outstanding fees applicable to the member's classification. Unless and until the member's membership in the Club is terminated, a member remains liable for fees, assessments and other sums levied which become payable to the Club by the member and for interest due on all these sums. Upon termination of membership, no member shall be entitled to a refund or remission of fees,assessments, or other sums levied which become payable to the Club by the member and for interest due on all these sums. Upon termination of membership, no member shall be entitled to a refund or remission of fees, assessments or other sums levied prior to termination of membership, except as otherwise decided at the discretion of the Board.

4.5 EXPULSION OR SUSPENSION BY THE BOARD

The Board of Directors shall have the power, at a duly constituted meeting of the Board of which notice specifying the intention to pass such a resolution has be given to the member, to pass a resolution by a majority of the votes cast at the meeting expelling or suspending a member, where:

(a) the conduct of the member on the premises of the Club is, in the opinion of the Board, improper, unbecoming, or likely to endanger the welfare, interests, or character of the Club;

and/or

(b) a member willfully violates or neglects to observe any duly authorized regulation, resolution or rule of the Club;

(c) a member who, upon receiving notice of arrears of fees, or other payments owing to the club, fails to bring said arrears current within fifteen days of receiving notice.

Where a member is expelled, or suspended, for one or more of the reasons set out herein, the Secretary shall cause written notice of such expulsion or suspension, the reasons therefore and the right to appeal there from, to be sent by registered mail to the member.

4.6 RIGHT OF APPEAL TO BOARD

On receipt of notice of expulsion or suspension, the member may by written request to the President, ask for an opportunity to appear before the Board to appeal the decision to expel, or to suspend, as the case may be. Upon receipt of such written request, the President shall direct the Secretary to convene a special meeting of the Board at a time, date and place convenient for both the Board and the expelled or suspended member, at which meeting the Board shall provide the expelled or suspended member with a fair opportunity to explain the reason, or reasons, why the member believes the expulsion or suspension should be revoked. Following the expelled or suspended member's explanation, the Board shall vote to vary, confirm or terminate the expulsion or suspension.

A member, who has been suspended or expelled, has the right to vote or hold office until the appeal is heard.

4.7 MEMBERSHIP

Members of the Club shall be organized in the manner as defined below.

(a) Regular member – Any member registered for any activity organized by the Club is a regular member, if he or she is 18 years of age, as of July 1st of the current membership year, and has been granted admission, or status, as a regular member. A regular member shall have the power to vote at meetings of the club and have the right to be elected, or appointed, a Director of the Club.

(b) Associate member – A member not registered for any activity organized by the Club is an associate member, if he or she is 18 years of age or more, as of July 1st of the current membership year, and has been granted status as an associate member upon payment of the required fee, if any. An associate member shall not have the power to vote at meetings of the members of the Club. An associate member shall not have the right to be elected or appointed a Director of the Club.

(c) Student member - A member of the Club is a student member if he or she is under the age of 25, as of July 1st of the current membership year, and enrolled as a full time secondary, or post secondary student, at the beginning of the current membership year, and wishes to curl in the adult curling section. A student member shall have the power to vote at meetings of the Club and have the right to be elected, or appointed, a Director of the Club. The student member shall be entitled only to such of the other privileges of membership as are approved, from time to time, by the Board.

(d) Junior member (non voting) – A member of the Club is a junior member, if he or she is under the age of 18, as of July 1st of the current membership year. A junior member shall not have the power to vote at meetings of the Club. A junior member shall not have the right to be elected, or appointed, a Director of the Club. The junior member shall be entitled only to such of the privileges of membership as are approved, from time to time, by the Board.

(e) Honorary Life member – When a member in accord with the criteria established from time to time by the board, renders outstanding service to the Club, which is deemed to warrant such special recognition, the Board may appoint such member as an honorary life member. The honorary life member shall be appointed by a 2/3 majority of votes cast at a duly called, and constituted meeting of the board. An honorary member shall have the right to vote and hold office and shall not pay any membership fees.

ARTICLE FIVE

5.1 MEETINGS OF MEMBERS

Meetings of members of the Club shall be held at the head office of the Club.

5.2 ANNUAL MEETING

There shall be an annual meeting of members of the Club, which shall take place not more than 15 months following the date of the preceding annual meeting of members. The annual meeting of members shall be held as soon as is practicable following the end of the fiscal year of the Club.

Subject to the foregoing provisions, the annual meeting shall be held on such day in each year and at such time as the Board may determine.

5.3 GENERAL MEETING

Except as otherwise provided in this By-Law, meetings of members may be convened by the Board at any time, and upon written request to the Board by not less that twenty-five members of the Club entitled to vote at the meeting proposed to be held. The Board shall call a general meeting of members, providing the said written request shall state the general nature of the business to be presented at the meeting, and is signed by the members requesting such meeting, and deposited at the head office of the Club. If the Board does not, within twenty-one days from the date the requisition is deposited at the head office of the Club, call and hold a general meeting of the members, any one of the requisitioning members has the power to call such a meeting to be held within sixty days from the date of deposit of the requisition.

5.4 NOTICE OF MOTION

Any two voting members may submit a resolution to the Board. A notice of motion to be presented to a general meeting of the Club must be duly signed and seconded by the members of the Club. Upon receipt of such notice, the Board Shall advise all members of the proposed motion that is intended to be moved at the next meeting of the members. The proposed motion shall be deposited at the head office of the Club not less than thirty days before the meeting of the members.

5.5 NOTICE

Notice of any meeting of members shall be given to all members of the Club by the Secretary, posting notices upon the bulletin boards provided for each member section, or by mailing a notice of the meeting, not less than fifteen days before the meeting is to take place, and at any meeting where special business is to take place. The notice will provide sufficient details of the special business to be voted upon, thus enabling the members to form a reasoned judgment upon the matter.

5.6 QUORUM

A quorum at any meeting of members of the Club shall be no fewer that twenty-five in number, and being, or representing by proxy no fewer than twenty-five members entitled to vote at the meeting. No business shall be transacted in the absence of a quorum. If a quorum is not present at the time appointed for a meeting of members, or at such reasonable time thereafter, said members present may adjourn the meeting to a fixed time or place, but may not transact any other business, and all members shall be provided with notice pursuant to the above notice provision of the adjourned meeting.

5.7 CHAIR OF THE MEETING

The President shall preside over meetings of members, but where the President is unable to attend, for whatever reason, the Vice-President shall preside, and where the Vice-President is unable to preside, for whatever reason, the members who are present and entitled to vote at the meeting, shall choose another director to preside, and if no director is present at the meeting, the members present shall choose one of their number to preside as chair.

5.8 VOTING

Each member of the Club, who is entitled to vote, shall have one vote in person, or by proxy, at a meeting of members, upon every question submitted to the meeting of members, and each question shall be decided on by a show of hand, or by ballot if demanded. In the case of an equality of votes, the Chair of the meeting in addition to an original vote shall have a second, or casting vote.

5.9 FORM OF PROXY

The Board of Directors may determine the form of proxy to be used at the meetings of the members, but where such form has not been determined, the Chair of any meeting of the members may determine the form of proxy to be used to the meeting.

5.10 INFORMATION PROVIDED BEFORE ANNUAL GENERAL MEETINGS

The Board shall lay before each annual meeting of members of the Club, a financial statement for the last fiscal period, made up of a statement of profit and loss for such period, a statement of surplus for such period and balance sheet as at the end of the period, as well as the report of the Auditor to the members and any such other information as may be required by this By-Law.

5.11 MINUTES

Minutes of all proceedings at any meeting of members shall be kept by the Secretary, or the Secretary's designate, in books kept for that purpose.

5.12 ADJOURNMENTS

Any meeting of members, for which quorum is present, may be adjourned by the Chair of the meeting, on the consent of a majority of members present and entitled to vote, to a fixed time and place. Any adjourned meeting shall be duly constituted, if held in accordance with the adjournment and a quorum is present. If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after the adjournment. Any business may be brought before or dealt with at any adjourned meeting, which might have been brought before the original meeting in accordance with the notice calling the original meeting.

ARTICLE SIX

6.1 BOARD OF DIRECTORS

The affairs of the Club shall be managed by a Board of Directors (the “Board” or individually “a Director”).

6.2 NUMBER OF DIRECTORS

The Board shall consist of ten Directors, of whom at least 2 shall be from the Women's section, one being nominated by the Day Women's section, and the other shall be nominated by the Evening Women's section, and there shall be one director from the Men's section, and the immediate Past President.

6.3 QUALIFICATIONS

Every Director shall be eighteen, or more, years of age and shall be a voting member of the Club.

6.4 ELECTION

Except as otherwise provided, in this By-Law, Directors shall be elected by members of the Club at the annual meeting of members. Such election shall be by show of hands or ballot, if demanded.

6.5 TENURE

The term of office of a Director shall be from the date of the annual meeting of members, at which the person is elected, until the date of the annual meeting of members one year following. Where a vacancy occurs on the Board, otherwise than by expiry of a Directors term of office, the person elected or appointed to fill the vacancy shall hold office only until the expiration of the original one year term.

Every Director in office at the time of an annual meeting of members, whose term of office as a Director has expired, shall retire at that meeting, but if qualified, shall be eligible for re-election as a Director.

6.6 NOMINATING COMMITTEE

There shall be constituted a Nominating Committee composed of the President, the first Vice-President, and the immediate Past President of the Board of Directors. The immediate Past President shall be the Chair of the Nominating Committee.

6.7 NOMINATIONS

The Nominating Committee shall nominate individuals for election as members of the Board of Directors, and upon obtaining the consent of the nominees, the names of nominees shall be submitted to the Secretary of the Board of Directors not less than five (5) days before the annual meeting of members, and the list of nominees shall be presented as nominees to the members at the annual meeting of the members of the Club.

6.8 NOMINATIONS FROM THE FLOOR

Any member may nominate from the floor at the AGM of the members, one or more individuals for election as Directors. The nomination must be seconded by another member of the Club. These nominees must agree to stand for election as a Director.

6.9 ANNOUNCEMENT OF NOMINEES

The Chair of the nominating committee, or his/her designate, shall read aloud the list of all individuals duly nominated for election as Directors immediately prior to the taking of the vote to elect the Directors.

6.11 VACANCIES ON THE BOARD OF DIRECTORS

The office of a Director shall automatically be vacated where:

1) the Director ceases to be a voting member of the Club.

2) the Director, resigns as a Director, in writing and such resignation is accepted by the Board.

3) at a meeting of the Board, for which notice has been provided to the Director, the Board

passes a resolution by a majority of votes cast at the meeting, stating that the Director is deemed to have resigned by reason of having failed to attend three consecutive Board meetings, without just cause, as determined by the Board.

4) as a special meeting of members, for which notice specifying the intention to pass such a resolution has been given to the Director, a resolution is passed by two-thirds of the votes cast at the meeting, removing the Director from office before the expiration of the Director's term of office.

5) the Director dies.

6.12 NOTICE TO DIRECTOR REMOVED

When a Director is to be removed from office, the Board shall provide written notice to that Director at his/her last known address, setting out the reason(s) for the removal.

6.14 FILLING VACANCIES

1) If a vacancy on the Board occurs as a result of a removal of a Director at a meeting of the members, the vacancy may be filled at the same meeting of members by a majority of votes cast, and any Director elected to fill a removed Director's place shall hold office for the remainder of the removed Director's term.

2) Any other vacancy on the Board may be filled for the remainder of the term by the Directors then in office, who shall appoint from among the members of the Club a replacement Director by a majority of votes cast at the Board meeting duly called and constituted for that purpose, and any Director so appointed shall hold office for the remainder of the term of office of the former Director whose office has been vacated.

3) When three or more Director positions are vacant, a general meeting of all members shall be called by the Board to fill the vacancies by a majority of votes cast at the meeting of members.

Failing a quorum of members at said general meeting, the Board shall appoint replacement Directors to serve until the next annual meeting of members.

4) Where a vacancy on the Board is not filled in any of the manners set out above, it shall be filled at the next annual meeting of the members.

6.15 REASONABLE EXPENSES

A Director shall be reimbursed for reasonable expenses incurred by the Director in the performance of the duties as a Director. These expenses must be approved by the board.

ARTICLE SEVEN

MEETINGS OF THE BOARD OF DIRECTORS

7.1 PLACE OF MEETING

Meetings of the Board of Directors may be held at the head office, or at such place as the Board may from time to time determine.

7.2 INITIAL MEETING

A meeting of the Board shall occur immediately following the annual meeting of members.

7.3 REGULAR MEETINGS

The Board shall appoint a day, or days, in any month for regular meetings of the Board, at places and times set by the Board.

7.4 CALLING OF SPECIAL MEETINGS

A special meeting of the Board may be convened by the President or by any two Directors, at any time, and the Secretary, when directed or authorized by the President or by any two Directors, shall convene a meeting of the Board providing notice to all Directors of the Board not less than two days before the meeting is to take place.

7.5 QUORUM

The number of Directors, which shall form a quorum for the transaction of business by the Board, shall be a majority of the Directors. No business of the club may be transacted by the Board, except at a meeting of the Board for which a quorum is present. Notwithstanding any vacancy among the Directors, and subject to the provisions of this By-Law, a quorum of directors may exercise all the powers of the Board.

7.6 CHAIR OF THE MEETING

The President shall preside as chair of the meetings of the Board, and in the event that the President is absent, or otherwise unable to preside as Chair of the meeting, the Vice President of the Board shall chair the meeting. If the Vice President is absent, or unable to preside as chair, the Directors in attendance shall choose another director to chair the meeting.

7.7 VOTING

Each Director is authorized to exercise one vote, and questions arising at any meeting of the Board shall be decided by a majority of votes cast. In case of equality of votes, the chair of the meeting, in addition to an original vote, shall have a second, or casting vote. All votes at any meeting of the Board shall be taken by ballot, if so demanded by any director present and voting, but if no demand is made, the vote shall be taken by a show of hands, or in such other manner as the Board shall from time to time determine.

7.8 MINUTES

Minutes of meetings of the Board shall be kept by the Secretary in books kept for that purpose. If the Secretary is unable to attend a meeting of the Board, the Directors shall, at the outset of the meeting, choose another Director to take the minutes of the meeting

7.9 ADJOURNMENT

Any meeting of the Board, at which a quorum is present, may be adjourned from time to time by the chair of the meeting, with the consent of a majority of Directors in attendance, to a fixed time and place. Notice of any adjourned meeting shall be communicated to the Directors, not in attendance at the adjourned meeting, by the Secretary or the President. Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. The Directors who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after the adjournment..

ARTICLE EIGHT

POWERS OF THE BOARD OF DIRECTORS

8.1 MANAGEMENT

The board shall have the power and authority to manage and control the affairs and business of the Club in all things, and to make or cause to be made for the Club, in its name, any kind of contract which the Club may lawfully enter into.

8.2 SPENDING POWER

The Board shall have the power to make and authorize expenditures on behalf of the Club from time to time, for the purpose of furthering the objectives of the Club.

8.3 MEMBER APPROVAL OF CAPITAL EXPENDITURES

An expenditure in excess of $100,000, in any fiscal year, shall not be made without the prior approval of a majority of the members present and voting at a duly constituted meeting of members called with notice to the members that such approval would be sought. In the case of emergency expenditures only, the Board of Directors shall, at its discretion, have the power to make the necessary expenditures, but any expenditure in excess of $100,000 shall be confirmed at a duly called meeting of members called as soon as practical.

8.4 BORROWING POWER

The Board may, from time to time, borrow money on the credit of the Club; issue, sell, or pledge debt obligations (including bonds, debentures, notes or other like liabilities, whether secured or unsecured) of the Club; charge, mortgage, pledge all or any currently owned, or subsequently acquired real or personal, movable or immovable property of the Club, to secure any debt obligations, or any money borrowed, or any other obligation or liability of the Club.

8.5 RESIDUAL BORROWING POWER

The powers conferred in clause ARTICLE 8.4 shall be deemed to be in supplement of, and not in substitution for, any powers to borrow money for the purposes of the Club possessed by its Directors independently of that power.

8.6 AGENTS AND EMPLOYEES

The Board may appoint such agents and engage such employees as it shall deem necessary from time to time, and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board at time of such appointment or engagement. The Board may, from time to time, delegate to any person or persons the power to enter into such contracts as are necessary for the conduct of the everyday business of the Club, subject to such limitations and conditions as are imposed by the Board.

ARTICLE NINE

OFFICERS

9.1 ELECTION

Each year at the initial meeting of the Board, or at such other meeting of the Board as the Board shall determine, the Board shall elect from among its members a President, a Vice President, a Secretary, and a Treasurer. The Board may also. from time to time. elect from among its members such other Officer or Officers as it shall deem necessary, who shall have such authority , and shall perform such duties as may, from time to time, be prescribed by the Board. No Director shall hold more than one office as an officer in the Club.

9.2 TENURE

Each Officer's term of office shall be from the date of the meeting of the Board at which the Officer is elected until the earlier of;

(a) the election of a successor,

(b) the Officer's resignation by notice in writing, is received by the Secretary or the President of the Club, such resignation to be effective at the time it is received, or at the time specified in the notice, whichever is later,

(c) the Officer ceases to be a Director.

9.3 REMOVAL OF OFFICER

The Board may, by resolution at any time, remove an Officer from office with cause.

9.4 FILLING VACANCIES

Where the office of any Officer of the Club is vacant, the Board by resolution, may appoint from among its members a Director to fill such vacancy.

9.5 REIMBURSEMENT

An officer shall be reimbursed for reasonable expenses incurred in the performance of the Officer's duties as an Officer, unless the Officer declines such reimbursement.

9.6 DELEGATION OF DUTIES

In the case of the absence, or inability to act, of any Officer of the Club, or for any other reason that the Board deems sufficient, the Board may delegate all or part of the powers of any Officer, to any other Office or Director for a limited period of time.

9.7 POWERS AND DUTIES

The Board may, by resolution, determine the powers and duties of any Officer. The Duties of the Officers shall include:

(a) President – The President shall have served at least one (1) year on the Board of Directors. The President shall be responsible for the general direction and supervision of the affairs and business of the Club, and shall preside over all meetings of the Board when in attendance thereat, and shall be an ex-officio member of all committees and sub-committees of the Club, and shall perform such other duties as may, from time to time, be determined by the board.

(b) Vice-President – The Vice President shall have served at least one (1) year on the Board of Directors. The Vice President shall, in the absence of the President, perform all duties of the President and shall perform such other duties as may, from time to time, be determined by the Presidents, or the Board.

(c) Past President – The Past President shall bring counsel and advice to the Board and the Chair of the Nominating Committee.

(d) Secretary – The Secretary shall keep all minutes of all meetings of the Club and the Board of Directors, and shall give or cause to be given, in accordance with this By-Law, and any By-Laws or Resolutions of the Board, notice for all meetings of the Board and all meetings of members, when directed to do so by the President or when notice of the meeting is required by this By-Law, and shall perform such other duties as may, from time to time, be prescribed by the Board.

(e) Treasurer – The Treasurer shall have served at least one (1) year on the Board of Directors, or have held a similar position with another not-for-profit organization or is now or has been employed as a financial officer or accountant in their personal career, or has other suitable qualifications as determined by the Board of Directors, before being nominated to the position of Treasurer. The Treasurer shall keep, or cause to be kept, full and accurate books of account and accounting records with respect to all financial and other transactions of the Club, including records of all monies received and disbursed by the Club, and the matters with respect to which such receipt or disbursement took place, all sales and purchases of the Club, the assets and liabilities of the Club, and all other transactions which may affect the financial position of the Club; and shall supervise the care and custody of all the funds and securities owned by the Club, and the lodging of these funds or securities in the name of the Club in such Chartered Bank or financial institution as the Board may direct; and shall render to meetings of the Board, and at such other times as required by the Board, an account of all transactions occurring in connection with the affairs and financial position of the Club, and shall perform such other duties as may, from time to time, be prescribed by the Board. The Treasurer shall be the chair of the Finance and property Committee.

(f) Other Officers – In the event the Board of Directors, by resolution creates additional officers, the powers and duties of those additional officers shall be determined at the meeting of the Board where said position is created, and the additional Director, or Directors shall perform those duties, and shall perform such other duties as may, from time to time, be prescribed by the Board.

(g) The President may appoint from members of the Board, Directors of the following committees:

1) Director of Marketing & Membership.

2) Director of Schedules & Bonspiels.

3) Director of Social & Special Events.

4) Director of Bar.

5) Director of Ice & House.

ARTICLE TEN

PROTECTION AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

10.1 EXCLUSION OF LIABILITY

No Director or Officer of the Club shall be liable as such, unless one of the happenings listed in this article shall happen by or through the Director's or officer's own dishonesty or willful neglect or default, for:

(a) the acts, neglects or defaults of any other Director, officer or employee of the Club,

(b) any loss, damage or expense happening through the Club through the insufficiency or deficiency of title to any property acquired by the Club for or on behalf of the Club, or for the insufficiency or deficiency of any security in or upon which any of the moneys or assets of the Club shall be placed or invested,

(c) any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person including any person with whom any monies, securities or effects of the Club shall be lodged or deposited,

(d) any loss, conversion, misapplication or misappropriation of, or any damage resulting from any dealings with any monies, securities or other assets belonging to the Club,

(e) any loss, damage or misfortune whatever which may happen in the execution of the duties of the Director's or officer's respective office or trust or in relation thereto, including any loss, damage or misfortune occasioned by an error of judgment or oversight on the part of the Director or Officer,

(f) joining in any receipt or other act for conformity.

10.2 INDEMNIFICATION

All Directors or Officers of the Club and their heirs, executors and administrators, and estate and effects, respectively, shall be indemnified and saved harmless out of the funds and other property of the Club, from and against:

(a) all costs, charges and expenses whatsoever which such Director or Officer sustains or incurs in any action, suit or proceedings that is brought commenced or prosecuted against the Director or officer for or in respect of any act, deed, matter or thing made, done or permitted by the Director, or Officer, in or about the execution of the duties of their office or in respect of any such liability, except such costs charges or expenses as are occasioned by the Director's or officer's own dishonesty, willful neglect or default; and

(b) all other costs, charges and expenses which the Officer or Director sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges, or expenses as are occasioned by the Director's or Officer's own dishonesty or willful neglect or default.

10.3 RELIANCE UPON AUDITOR

The Board and any individual Director or Officer may rely upon the accuracy of any statement or report prepared by the auditor or accountant of the Club, and shall not be responsible or held liable for any loss or damage resulting from any actions based upon such statement or report.

ARTICLE ELEVEN

11.1 COMMITTEES

The Board may appoint such committees as it, from time to time, sees fit to appoint.

11.2 POWER OF COMMITTEES

No committee shall have the power to act for or on behalf of the Club or otherwise commit or bind the Club to any course or action, and in particular no committee shall have the power to make any contract in the name of the Club or to incur any liability or obligation on its behalf. No committee shall have the power to make any rule or regulation binding upon any member, except with the prior approval of the Board by resolution. Unless granted additional powers by the Board, committees shall have the power only to make recommendations to the Board, or to the members, in such manner as the Board may direct.

11.3 MEMBERSHIP OF COMMITTEES

Members of committees which are not constituted through election by the members shall be appointed by and hold office at the pleasure of the Board. Members of committees need not be members of the Board.

11.4 REPORTS OF COMMITTEES

The Chair of any committee shall submit to the Board such reports as the Board may, from time to time, request and in all cases each Chair shall submit an annual report to the Board in such form and at such time as the Board may direct.

11.5 STANDING COMMITTEES

At its first meeting following the annual meeting, the Board shall appoint from among themselves a Chairperson and Vice-Chairperson of the following standing committees: the Curling committee, the Membership Committee, the Member Services Committee and the Finance and Property Committee.

CURLING COMMITTEE

The Curling Committee shall be responsible for the curling programs and facilities of the Club, including ice conditions, rocks, league structures, broad based rules and policies e.g., sparing, slow play, etc. Membership of the Committee shall consist of the Schedules & Bonspiels and Ice & House Directors, as well as the Chairperson of each curling section.

MEMBERSHIP COMMITTEE

The Membership Committee shall be responsible for promoting the Club to attract new members, membership categories, fee structure, membership registration and publication of the membership roster. Membership of the Committee shall consist of the Marketing & Membership Director, the President, as well as at least a representative of each curling section.

MEMBER SERVICES COMMITTEE

The Member Services Committee shall be responsible for the services and programs provided to members that are not within the purview of the Curling Committee, including the kitchen, bar, entertainment and social events. Membership of the Committee shall consist of the Bar and Social & Special Events Directors, as well as at least (5) members at large.

FINANCE AND PROPERTY COMMITTEE

The Finance and Property Committee shall be responsible for the general supervision of the finances of the Club, including preparation of annual operating and capital budgets, as well as the annual financial statements. Membership of the Committee shall consist of the Treasurer and the Board of Directors.

11.6 DELEGATION TO SECTIONS

Each section shall, every year, elect from among themselves a committee, chaired by the person elected to the Curling Committee, for the purpose of administering the regular operations of the section and shall have the power to do any act or thing as may be delegated by the Board of Directors.

ARTICLE TWELVE

FINANCE AND EXECUTION OF INSTRUMENTS

12.1 FISCAL YEAR

The fiscal year of the Club shall terminate on the thirtieth day of April in each year, or on such other date as is designated, from time to time, by the Board.

12.2 BANKING

All banking business of the Club shall be transacted as such banking institution as is designated by the Board, and by such person or persons as designated by the Board, in the manner and within the limitations prescribed, from time to time, by the Board.

12.3 CHEQUES, DRAFTS, NOTES, ETC.

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 person or persons as designated by the Board, and in such manner as the Board may, from time to time, direct.

12.4 EXECUTION OF INSTRUMENTS

Deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of shares, licenses, assignments, contracts, obligations and any other documents or instruments in writing shall be signed on behalf of the Club by any two of the following persons, namely the President, the Vice-President, the Secretary, the Treasurer, and any other person designated by the Board for that purpose, and all such documents and instruments shall be binding upon the Club without any further authorization or formality.

12.5 AUDITOR

The members may, at each annual meeting of members, appoint an Auditor to audit the accounts of the Club for report to the members, which Auditor shall hold office until the next following annual meeting, provided, however, that the Board may fill any casual vacancy in the office of the Auditor, and an Auditor whose term of office has expired may continue to act during such casual vacancy.

12.6 QUALIFICATIONS OF AUDITOR

No person shall be appointed as Auditor who is a Director, Officer, or employee of the Club, or who is a partner, employer or employee of any Director, Officer or employee of the Club.

12.7 REMUNERATION OF AUDITOR

The remuneration of the Auditor elected by the members shall be fixed by the members at the meeting of members where the Auditor is appointed, or by the Board if authorized by the members at said meeting, and the remuneration of an Auditor appointed by the Board shall be fixed by the Board.

12.8 REMOVAL OF AUDITOR

The members may, by resolution passed by at least two thirds of the votes cast at a meeting of members for which notice to pass such a resolution at the meeting was provided to the members, remove any Auditor before the expiration of the Auditor's term of office, and shall by a majority of the votes cast at the meeting, appoint another Auditor to hold office until the next annual meeting of members.

12.9 AUDIT

The Auditor shall make such examinations as are necessary, for the purpose and at the annual meeting of members, make a report to the members of the Club on the financial statement to be laid before the Club at any annual meeting of members, and shall state in such report, whether in the Auditor's opinion, the financial statement represents fairly the financial position of the Club and the results of its operations for the period under review in accordance with generally accepted accounting principles applied on a consistent basis with that of the preceding period, or shall make such statements as the Auditor necessary if the Clubs financial statement is not in agreement with the accounting records, or is not in accordance with general accounting principles, or the Auditor has not been provided with all information and explanations that the Auditor has requested.

12.10 RIGHTS OF AUDITOR

The Auditor of the Club has right of access at all times to all records, documents, books, accounts and vouchers of the Club, and is entitled to require from the Directors and Officers of the Club such information and explanation as, in the Auditor's opinion, are necessary to enable the Auditor to prepare the report to members. The Auditor is entitled to attend any meeting of members of the Club, and to receive all notices and other communications relating to any such meeting that a member is entitled to receive, and to be heard at any such meeting that the Auditor attends on any part of the business of the meeting that concerns the Auditor.

ARTICLE THIRTEEN

AMENDMENT OF BY-LAWS

13.1 AMENDMENT OF BY-LAW #1

Any amendment to the By-Law by repeal, or supplement, of the provisions of the By-Law shall not be effective unless, and until two-thirds votes cast by the members of the Club at an annual general meeting or special meeting of members duly called and constituted, and for which the members have been provided notice of the proposed amendment, approve and amendment.

13.2 AMENDMENT OF OTHER BY-LAWS

Any By-Law or provision thereof may be repealed, amended, or supplemented by a By-Law enacted by a majority of votes cast at a meeting of the Board duly called and constituted. A By-Law so enacted by the Board, unless confirmed by two-thirds of votes cast at a general meeting of members of the Club duly called and constituted for the purpose of considering the By-Law, is effective only until the next annual meeting of members unless confirmed thereat, and in default of confirmation, ceases to have effect at the conclusion of the annual meeting of members. The members of the Club may at a general, or annual meeting confirm, reject, amend or otherwise deal with said By-Law by two-thirds of votes cast.

ARTICLE FOURTEEN

14.1 PARLIAMENTARY AUTHORITY

The rules contained in Robert's Rules of Order shall govern the proceedings at all meetings and in all cases where they are applicable, provided they are not inconsistent with the provisions of this By- Law.

ARTICLE FIFTEEN

15.1 TRANSITIONAL PROVISION: BOARD OF DIRECTORS

Notwithstanding any provision in this By-Law relating to the election, or appointment of members to the Board of Directors, those Directors holding positions on the Board of Directors of the Club managing the affairs of the Club immediately prior to this By-Law coming into force, shall be entitled to remain as members of the Board of Directors created under this By-Law and shall be deemed to have been elected to the Board. However, these Directors shall remain in Office Only for the remainder of the unexpired term of their prior appointment

ARTICLE SIXTEEN

16.1 COMING INTO FORCE

This By-Law shall come into force on the day on which it is ratified by two-thirds of votes cast at a meeting of the members duly called and constituted for the purpose of considering this By-Law.