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Bylaws - 2008
THE GRENADIER ISLAND COUNTRY CLUB
BY-LAW NO. 1

A by-law relating generally to the conduct of the affairs of THE GRENADIER ISLAND COUNTRY CLUB.

BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of THE GRENADIER ISLAND COUNTRY CLUB (hereinafter called the 'Club') as follows:

DEFIN

1. In this by-law and all other bylaws of the Club, unless otherwise specifies or requires:

(a) 'Act' means the Corporations Act, R.S.O. 1990, c. C.38, as from time to time amended, and every statute that may be substituted therefor and, in the case of such amendment or substitution, any references in the by-laws of the Club shall be read as referring to the amended or substituted provisions therefor;

(b) 'By-law' means any by-law of the Club from time to time in force and effect;

(c) 'Founder Members' means such members from time to time of the Club as may be entitled by direct descent from any of the original founder members of the Club (such original founder members being C.A. Duke, J.A. Dunn, William Gilbert, C.E. Gilbert, E.C, Hinck, Carl Hertenstein, Mrs. O.P. Meckel, R.J. Redmond, E.J. Young, Jr., R.S. Major, B.A. Duis, D.R. Lloyd, L.O. Meckel, H.P. Molloy and Mrs. C.B. Robinson) to become founder members pursuant to the terms upon which such original founder memberships were issued and who are determined by the directors of the Club, acting reasonably and in good faith, upon application to the directors, to be so entitled and, thereafter, such persons as may become Founder Members in their place and stead in accordance with paragraph 10 hereof, the Founder Members as at the date of this By-law being Charles J. 'Jeff' Duke, Paul C. Duke III and George B. Duke, all of whom are entitled to be Founder Members as direct descendants of C.A. Duke;

(d) all terms contained in the by-laws which are defined in the Act shall have the meanings given to such terms in the Act;

(e) words importing the singular number only shall include the plural and vice-versa; words importing the masculine gender shall include the feminine and neuter genders; words importing persons shall include bodies corporate, corporations, companies, partnerships, syndicates, trusts and any number or aggregate of persons; and

(f) the headings used in the by-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.


MEMBERS

2. Criteria for Membership. The facilities of the Club may only be used by individuals who are accepted as members of the Club by the board of directors, the spouses and dependent children of members and guests of members or visitors who may be introduced in accordance with rules made pursuant to paragraph 8 of this by-law. All individuals who are members of the Club at the date of this by-law shall be deemed to have been accepted by the board of directors as members. Subject to (i) the rights and privileges of Founder Members as set out in paragraphs 9 and 10 of this by-law and the letters patent of the Club, (ii) the right to transfer a membership to a spouse set out in paragraph 7 of this by-law, (iii) the right of a spouse of a member who has been elected or appointed as a director to become a spousal member as set out in such letters patent and paragraph 9 of this by-law, (iv) the rights of regular members to become social members as set out in such letters patent and paragraph 9 of this by-law and (v) the right of a Founder Member to become a regular member as set out in paragraph 10 of this by-law, each candidate for membership in the Club must be proposed and seconded in writing by two members each of whom has been a member in good standing for at least five years and the directors shall have the right to reject the application of any individual without giving any reason. Any individual whose application is rejected shall not be eligible to make another application until the expiration of a least one year.

3. Admission of Members. Upon acceptance of the application of any individual as a member, the Secretary shall notify him or her of his or her election. The Secretary shall mail to him or her with such notice a copy of the relevant rules and regulations of the Club and request prompt payment of his or her entrance fee and annual dues. The new member shall not be entitled to Club privileges until he or she has paid such fee and dues. His or her acceptance as a member shall automatically be cancelled if he or she does not pay such fee and dues within sixty days of his or her acceptance as a member.

4. Dues and Fees. The board of directors may determine by resolution from time to time, subject to the rights of Founder Members, the dues, levies and assessments payable by members in each class and the fees, costs or charges payable by members generally in respect of their use or enjoyment of particular services, facilities or privileges of the Club. If any income earned by the Club from the collection of such dues, levies and assessments and fees, costs and charges gives rise to a surplus that the directors determine is not necessary for the present and anticipated current and capital expenditures of the Club, or otherwise for promoting the objects of the Club, the board of directors may, in its sole discretion, distribute such income to the members on such basis and in such manner as the board of directors may determine to be appropriate.

5. Resignation. Any member may resign from membership in the Club upon notice in writing to the Secretary of the Club. Any member whose resignation in writing is not received before the 1st day of May in any year shall be liable for the payment of the full annual dues for that year.

6. Expulsion or Suspension. The board of directors may by resolution suspend for such period of time as it may deem fit any of the rights or privileges of, or expel, a member (of any class) for non-payment of annual dues or any other levies, assessments, fees, costs or charges payable by members of any other misconduct and may impose such conditions of reinstatement upon a suspended member as it may deem fit.

7. Non-Transferable. Subject to the rights and privileges of Founder Members and the right of a member to transfer a regular or social membership to his or her spouse, memberships are not transferable or assignable.

VISITORS AND GUESTS

8. Visitors and guests may be introduced by members of the Club, subject to such rules as may be made by the board of directors. Members will be held responsible for any indebtedness or liabilities incurred or injury or damages caused to Club facilities, by visitors or guests introduced by them. The board of directors may determine by resolution from time to time fees payable for use of the facilities of the Club by guests of members or other visitors.

CLASSES OF MEMBERS

9. Right and Privileges of Classes of Members. The Club shall have five classes of members: regular members, social members, spousal members, life members and Founder Members. Each member shall be entitled to one vote at all general meetings of members and, except as expressly provided herein, the other rights and privileges of members shall be equal in all respects. The spouses and dependent children from time to time of members of each class shall be entitled to exercise all rights and privileges (other than the right to vote) of members of such class, without payment of any additional dues, levies or assessments, provided that such spouses and dependent children shall not thereby become or be deemed to be members and shall cease to be entitled to exercise such rights and privileges upon ceasing to be a spouse or a dependent child, as the case may be, of a member. The rights and privileges of regular, social, spousal and life members are as follows:

(a) Regular members shall be entitled to participate in all activities, utilize all facilities and enjoy all privileges and benefits made available by the Club to members generally, on such conditions, and subject to the payment of such dues, levies and assessments and fees, costs or charges payable for the use of particular services, facilities or privileges, in each case as may be determined from time to time by the directors of the Club. Any regular member who has been a member in good standing for at least five years may elect to become a social member.

(b) Social members are entitled to such reductions in annual dues as may be determined by the directors from time to time, but shall pay the same fees for use of the golf course, tennis courts and croquet field as are applicable to casual guests, as such fees may be determined by the directors from time to time.

(c) If the spouse of a member is elected or appointed as a director of the Club, the directors of the Club shall admit such director, within ten days after his or her election or appointment as a director, as a spousal member. Such spousal membership shall terminate automatically upon such spousal member ceasing to be a director of the Club or ceasing to be the spouse of a member.

Spousal members shall not be subject to any dues, levies or assessments in respect of their memberships, nor entitled to any rights or privileges other than those they are entitled to exercise as spouses of members.

(d) The directors may from time to time confer the status of life members upon such members as, in the opinion of the directors, have demonstrated an exceptional commitment to the Club. Life members shall be exempt from annual dues and any other dues, levies or assessments, other than fees, costs or charges payable generally by members of the Club in respect of their use or enjoyment of particular services, facilities or privileges.

10. Special Rights and Privileges of Founder Members. Founder Members shall have the following special rights and privileges:

(a) Founder Members and their spouse and dependent children shall be exempt from annual dues or any other dues, levies or assessments (including without limitation any entrance or initiation fee or similar charge in respect of any person becoming a Founder Member in accordance with the letters patent and by-laws of the Club), other than fees, costs or charges payable generally by members of the Club in respect of their use or enjoyment of particular services, facilities or privileges.

(b) A Founder Member (or the executors or administrators of his or her estate, if he or she has died without making such a designation) may designate at any time another member of his or immediate family to be entitled to the privileges of a Founder Member, whereupon such designee automatically becomes a Founder Member in the place and stead of the previous Founder Member and is entitled to all of the rights and privileges of a Founder Member. A former Founder Member who has transferred his or her Founder Member status shall be entitled to continue, at his or her option, as a regular member, subject to payment thereafter of all fees, dues, levies, assessments, costs and charges applicable to regular members (unless entitled to the exemption set out in (a) above by virtue of his or her relationship to the transferee Founder Member). Alternatively, a Founder Member may at any time elect to become a regular member without transferring his or her Founder Member status in accordance with the foregoing, whereupon no members of such Founder Member's family or other descendants of the original founder member from whom such Founder Member is descended shall thereafter be entitled to apply to become a Founder Member.

(c) The Founder Members shall be entitled to vote separately as a class on any resolution to approve the voluntary dissolution or winding-up of the Club or any sale, lease or exchange of all or substantially all the property of the Club.

DISSOLUTION

11. Upon dissolution of the Club and after the payment of all of its debts and liabilities, its remaining property shall be distributed or disposed to charitable organizations chosen by the directors of the Club and ratified by the vote of a majority of the members of the Club.

MEETINGS OF MEMBERS

12. Annual Meetings. The annual meeting of the members required by section 293 of the Act shall be held at any place within Ontario, on the second Saturday in August of each year, or on such other day in each year, not later than 15 months following the last preceding annual meeting, as the directors may by resolution determine, and at such time as the directors may by resolution determine. At annual meetings there shall be presented, a financial statement of the Club and the auditor's report thereon as required by the Act, and such other information or reports relating to the Club's affairs as the directors may determine.

13. Special General Meetings. Other meetings of the members (to be known as 'special general meetings') may be convened by order of the President or a Vice-President or by the board of directors to be held at any date and time and at any place within Ontario.

14. Notice. Notice stating the day, hour and place of meeting and the general nature of the business to be transacted shall be given to each member and to the auditor of the Club at least 10 days before the date of every meeting, provided always that a meeting of members may be held for any purpose at any date and time and at any place in Ontario without notice if all the members are present in person or represented by proxy at the meeting or if all the absent members entitled to notice of such meeting shall have signified their assent in writing to such meeting being held and such assent may be validly given either before or after the meeting to which such assent relates.

15. Omission of Notice. The accidental omission to give notice of any meeting or the non-receipt of any notice by any member or members or by the auditor of the Club shall not invalidate any resolution passed or any proceedings taken at any meeting of members.

16. Voting. Each member in good standing shall be entitled to one vote at each meeting of the members. Every question submitted to any meeting of the members shall be decided in the first instance by a majority of votes given on a show of hands and in case of an equality of votes the chair shall both on a show of hands and at a poll have a second or casting vote in addition to the vote to which he or she is entitled as a member.

At any meeting unless a poll is demanded a declaration by the chair that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

17. Chair. In the absence of the President and every Vice-President, the members present shall choose another director as chair and if no director is present or if all the directors present decline to act as chair the members present shall choose one of the members present to be chair.

18. Polls. If at any meeting a poll is taken on the election of a chair or on the question of adjournment it shall be taken forthwith without adjournment. If a poll is demanded on any other question as to the election of directors it shall be taken in such manner and either at once or after the adjournment as the chair directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. A demand for a poll may be made either before or after any vote by show of hands and may be withdrawn.

19.

Adjournments. The chair may with the consent of any meeting adjourn the same from time to time to a fixed time and place. Not less than five days prior notice of the time and place for the holding of the adjourned meeting shall be given to the members. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the original meeting.

20. Quorum. The presence of 2 members shall be a quorum of any meeting of members for the choice of a chair and the adjournment of the meeting; for all other purposes the presence of 20 members shall be necessary to constitute a quorum. No business shall be transacted at any meeting unless the requisite quorum shall be present at the commencement of such business.

21. Proxies. Votes at meetings of the members may be given either personally or by proxy. At every meeting at which a member is entitled to vote, every member who is present in person shall have one vote on a show of hands. Upon a poll and subject to the provisions, if any, of the letters patent, every member who is entitled to vote at the meeting and who is present in person or represented by another member appointed by proxy shall have one vote and every member appointed by proxy shall have one vote for each member who is entitled to vote at the meeting and who is represented by such proxyholder, as well as one vote in such person's personal capacity as a member.

A proxy shall be executed by the member or the member's attorney authorized in writing.

A person appointed by proxy must be a member.

A proxy may be in the following form:

The undersigned member of The Grenadier Island Country Club hereby appoints

__________________ of ________________ or failing the person appointed above,

__________________ of _________________ as the proxy of the undersigned to attend and act at the _________ meeting of the members of the said Club to be held on the _____ day of __________, 19 _______, and at any adjournment or adjournments thereof in the same manner, to the same extent and with the same power as if the undersigned were present at the said meeting or such adjournment or adjournments thereof.

DATED this __________day of _________, A.D, 19 ______

____________________________
Signature of Member

The directors may from time to time make regulations regarding the lodging of proxies at some place or places other than the place at which a meeting or adjourned meeting of members is to be held and for particulars of such proxies to be cabled or telegraphed or sent by facsimile or in writing before the meeting or adjourned meeting to the Club or any agent of the Club for the purpose of receiving such particulars and providing that proxies so lodged may be voted upon as though the proxies themselves were produced at the meeting or adjourned meeting and votes given in accordance with such regulations shall be valid and shall be counted. The chair of any meeting of members may, subject to any regulations made as aforesaid, in the chair's discretion accept telegraphic or cable or facsimile or written communication as to the authority of any person claiming to vote on behalf of and to represent a member notwithstanding that no proxy conferring such authority has been lodged with the Club, and any votes given in accordance with such telegraphic or cable or facsimile or written communication accepted by the chair of the meeting shall be valid and shall be counted.

DIRECTORS

22. Number and Powers. The affairs of the Club shall be managed by a board of 13 directors, subject to increase or decrease of such number from time to time by special resolution in accordance with the Act, who may exercise all such powers and do all such acts and things as may be exercised or done by the Club and are not by the letters patent, by-laws or any special resolution of the Club or by statute expressly directed or required to be done by the Club at a general meeting of members.

23. Qualifications of Directors. Every director shall be 18 or more years of age and, subject to the provisions of section 286 of the Act, shall be a member of the Club who pays annual dues and is in good standing.

24. Election of Directors and Term of Office. The directors shall be elected for a term of office of three years. The terms of office of the director shall be staggered as may be determined by the members from time to time at the annual meeting of members, provided that at least three directors shall retire from office in each year.

Directors shall be elected by the members in a general meeting on a show of hands unless a poll is demanded and if a poll is demanded such election shall be by ballot. Retiring directors shall be eligible for re-election to the board of directors if otherwise qualified and retiring directors shall continue in office until their successors shall have been duly elected or appointed.

From time to time in the event of any vacancy caused occurring in the board of directors (except through an increase in the number of directors), such vacancy may, as long as there is a quorum of directors then in office, be filled by the directors from among the qualified members of the Club if they shall see fit to do so; otherwise such vacancy shall be filled at the next annual meeting of the members, and any director appointed or elected to fill any such vacancy shall hold office for the unexpired term of the director who ceased to be a director and who caused such vacancy.

  1. Vacation of Office. The office of a director of the Club shall be vacated:

(a) if he or she becomes bankrupt or a receiving order is made against him or her or he or she makes an assignment under the Bankruptcy and Insolvency Act (Canada);

(b) if an order is made declaring him or her to be a mentally incompetent person or incapable of managing his or her own affairs;

(c) if by notice in writing to the Secretary of the Club he or she resigns his or her office and such resignation, if not effective immediately, becomes effective in accordance with its terms; or

(d) if he or she dies or otherwise ceases to be a member.

26. Removal of Directors. The members of the Club may, by a resolution passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention to pass such a resolution has been given, remove any director before the expiration of his or her term of office and may, by a majority of votes cast at such meeting, elect any person in his or her stead for the remainder of his term.

27. Remuneration of Directors. The directors shall serve without remuneration and no director shall directly or indirectly receive any profit from his or her position as such, provided that a director may be paid reasonable expenses incurred by him or her in the performance of his or her duties.

28. Borrowing Powers. The board of directors of the Club may from time to time:

(a) borrow money on the credit of the Club;

(b) issue, sell or pledge debt obligations (including bonds, debentures, debenture stock, notes or other like liabilities whether secured or unsecured) of the Club;

(c) charge, mortgage, hypothecate or pledge all or any currently owner or subsequently acquired real or personal, movable or immovable property of the Club, including book debts, right, powers, franchises and undertakings, to secure any debt obligations or any money borrowed, or other debt or liability of the Club; and

(d) delegate the powers conferred on the board of directors under this paragraph to such officer or officers of the Club and to such extent and in such manner as the directors shall determine.

The powers hereby conferred shall be deemed to be supplemental to and not in substitution for any other powers to borrow money for the purposes of the Club possessed by its directors or officers under any other by-law of the Club or otherwise.

MEETINGS OF DIRECTORS

29. Place of Meetings. Meetings of the board of directors and of the executive committee of the board of directors (if any) may be held either at the head office of the Club or at any other place within or outside Ontario.

30. Notice. A meeting of directors may be convened at any time by the President or a Vice-President or any two directors, and the Secretary, by the direction of the President or a Vice-President or any two directors, shall convene a meeting of directors.

Notice of any meeting of directors stating the day, hour and place of meeting shall be given to each director at least 5 business days before the meeting is to take place, provided always that meetings of the board of directors may be held at any time without formal notice if all the directors are present or those absent have waived notice or have signified their consent in writing to the meeting being held in their absence. Notice of any meetings or any irregularity in any meeting or in the notice thereof may be waived by any director and such waiver may be validly given either before or after the meeting to which such waiver relates.

For the first meeting of the board of directors to be held immediately following the election of directors at an annual or special general meeting of the members or for a meeting of the board of directors at which a director is appointed to fill a vacancy in the board, no notice of such meeting shall be necessary to the newly elected or appointed director or directors in order for the meeting to be duly constituted, provided that a quorum of the directors is present.

31. Quorum and Voting. A majority of directors shall constitute a quorum for the transaction of business. Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an equality of votes, the chair of the meeting in addition to his or her original vote shall have a second or casting vote.

32. Telephone Participation. Where all the directors of the Club present at or participating in the meeting consent thereto (either before or after the meeting), a director may participate in a meeting of directors or of any committee of directors by means of such telephone, electronic or other communications facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a director participating in a meeting by such means shall be deemed for all purposes to be present at that meeting.

SUBMISSION OF CONTRACTS OR TRANSACTIONS

TO MEMBERS FOR APPROVAL

33. The board of directors in its discretion may submit any contract, act or transaction for approval or ratification at any annual meeting of the members or at any special general meeting of the members called for the purpose of considering the same and any contract, act or transaction that shall be approved or ratified by a resolution passed by a majority of the votes cast at any such meeting (unless any different or additional requirement is imposed by the Act) shall be as valid and as binding upon the Club and upon all the members as if it had been approved or ratified by every member of the Club.

INDEMNITIES TO DIRECTORS AND OTHERS

34. With the approval of the members given at any meeting of members (which, for greater certainty, may be given at any time before or after any payment of indemnification pursuant hereto and may be given by approving the terms of an agreement between the Club and any director or officer of the Club providing for such indemnification), every director or officer of the Club or other person who has undertaken or is about to undertake any liability on behalf of the Club and their heirs, executors, administrators, legal representatives and estate and effects, respectively (collectively 'Indemnities'), shall from time to time and at all times, be indemnified and saved harmless, out of the funds of the Club, from and against:

(a) all costs, charges and expenses whatsoever which any Indemnities sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against such Indemnities for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by such Indemnities in or about the execution of the duties of such Indemnities' office or in respect of any such liability; and

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

FOR THE PROTECTION OF DIRECTORS AND OFFICERS

35. No director or officer for the time being of the Club shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense suffered or incurred by the Club through the insufficiency or deficiency of title to any property acquired by the Club or for or on behalf of the Club or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Club shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation, including any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited, or any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Club or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust or in relation thereto unless the same shall happen by or through his or her own wrongful and willful act or omission.

The directors for the time being of the Club shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Club, except such as shall have been submitted to and authorized or approved by the board of directors. If any director or officer of the Club shall be employed by or shall perform services for the Club otherwise than as director or officer or shall be a member of a firm or shareholder, director or officer of a company which is employed by or performs services for the Club, the fact of his or her being a director or officer of the Club shall not disentitle such director or officer of such firm or company, as the case may be, from receiving proper remuneration for such services.

OFFICERS

36. Election and Appointment. The board of directors shall annually or more often as may be required elect a President from among themselves and appoint one or more Vice-Presidents, a Secretary and a Treasurer. None of the said officers except the President need be a director, but each such officer shall be a member or the spouse of a member. The offices of Secretary and Treasurer may, in the discretion of the directors, be held by the same person who may but need not be known as the Secretary-Treasurer. The directors may appoint such other officers and agents as they shall deem necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by the board of directors.

37. Remuneration and Removal of Officers: The directors may fix the remuneration (if any) to be paid to officers of the Club in their capacities as officers, provided that such remuneration shall be submitted to the members for their approval not less than the next meeting of the members. All officers in the absence of agreement to the contrary shall be subject to removal by resolution of the board of directors at any time with or without cause.

38. Delegation of Duties of Officers. In the case of the absence or inability to act of the President, a Vice-President or any other officer of the Club or for any reason that the directors may deem sufficient, the directors may delegate all or any of the powers of such officer to any other officer or to any director for the time being.

39. President. The President shall, when present, preside at all meetings of the board of directors and of members of the Club. The President shall be the chief executive officer of the Club. He or she shall possess and may exercise such powers and shall perform such other duties as may from time to time be assigned to him or her by the board of directors.

40. Vice-President. The Vice-President or, if more than one, the Vice-Presidents in order of seniority shall be vested with all the powers and shall perform all the duties of the President in the absence or inability or refusal to act of the President. The Vice-President or, if more than one, the Vice-Presidents shall possess and may exercise such other powers and duties as may from time to time be assigned to him or her or them by the board of directors.

41. Secretary. The Secretary shall, when present, act as secretary of all meetings of directors and members, and shall have charge of the minute books of the Club and the documents and registers referred to in the Act. He or she shall perform all duties incident to his or her office or that are properly required of him or her by the board of directors.

42. Treasurer. The Treasurer shall collect all Club fees and, subject to the provisions of any resolution of the board of directors, shall have the care and custody of all the funds and securities of the Club and shall deposit the same in the name of the Club in such bank or banks or with such depository or depositories as the board of directors may direct. He or she shall keep or cause to be kept the books of account and accounting records required by the Act. He or she shall perform all duties incident to his or her office or that are properly required of him or her by the board of directors. He or she may be required to give such bonds for the faithful performance of his or her duties as the board of directors in their uncontrolled discretion may require but no director shall be liable for failure to require any bond or for the insufficiency of any bond or for any loss by reason of the failure of the Club to receive any indemnity thereby provided.

43. Manager. The board of directors may from time to time appoint a Manager and may delegate to him or her full authority to manage and direct the business and affairs of the Club (except such matters and duties as by law must be transacted or performed by the board of directors or by the members in general meeting) and to employ and discharge agents and employees of the Club or may delegate to him or her any lesser power. He or she shall conform to all lawful orders given to him or her by the board of directors of the Club and shall at all reasonable times give to the directors or any of them all information they may require regarding the affairs of the Club. Any agent or employee appointed by a Manager shall be subject to discharge by the board of directors.

44. Vacancies. If the office of the President, Vice-President, Treasurer or Secretary shall be or become vacant by reason of death, resignation, disqualification or otherwise the directors may appoint an officer to fill such vacancy.

COMMITTEES

45. Subject to paragraph 46, the President, subject to approval by the board of directors, may from time to time constitute such committees of directors or members as he or she deems necessary and shall prescribe their duties and determine the membership thereof, or the means of determining such membership.

46. Audit Committee. The board of directors may elect annually from among their number an audit committee to be composed of not fewer than three directors.

Each member of the audit committee shall serve during the pleasure of the board of directors and, in any event, only so long as he or she shall be a director. The directors may fill vacancies in the audit committee by election from among their number.

The audit committee shall have power to fix its quorum at not less than a majority of its members and to determine its own rules of procedure subject to any regulations imposed by the board of directors from time to time and to the following paragraph.

The audit committee may request that the auditor of the Club attend any meeting of the committee. The auditor of the Club or any member of the audit committee may call a meeting of the committee.

The audit committee shall review the financial statements of the Club and shall report thereon to the board of directors of the Club prior to approval thereof by the board of directors and shall have such other powers and duties as may from time to time by resolution be assigned to it by the board.

VOTING SHARES AND SECURITIES

IN OTHER ISSUERS

47. All of the shares or other securities carrying voting rights of any other body corporate or other issuer held from time to time by the Club may be voted at any and all meetings of shareholders, bondholders, debenture holders or holders of other securities (as the case may be) of such other body corporate or other issuer and in such manner and by such person or persons as the board of directors of the Club shall from time to time determine.

The duly authorized signing officers of the Club may also from time to time execute and deliver for and on behalf of the Club proxies and/or arrange for the issuance of voting certificates and/or other evidence of the right to vote in such names as they may determine without the necessity of a resolution or other action by the board of directors.

NOTICES

48. Service. Any notice to be given to any member, director or auditor shall be served either personally or sent by prepaid mail or by telex, telecopy, telegram or cable to such member, director or auditor addressed to him or her at his or her address as the same appears in the books of the Club or, if no address be given therein, then addressed to the last address of such member, director or auditor known to the Secretary of the Club. With respect to every notice sent by prepaid mail it shall be sufficient to prove that the envelope or wrapper containing the notice was properly addressed and put into a post office or into a post office letter-box.

49. Signature to Notices. The signature to any notice may be written, stamped, typewritten or printed or partly written, stamped typewritten or printed.

50. Computation of Time. Where a given number of days' notice or notice extending over any period is required to be given, the day of service or posting of the notice shall not be counted in such number of days or other period but the day for which notice is given shall be so counted.

Where the term 'business day' is used in this by-law it shall mean Mondays, Tuesdays, Wednesdays, Thursdays and Fridays except where such days fall on statutory holidays.

51. Proof of Service. A certificate of the President, the Vice-President, the Treasurer or the Secretary of the Club or of any officer of the Club in office at the time of the making of the certificate as to facts in relation to the mailing or delivery of any notice to any member, director, office or auditor or publication of any notice shall be conclusive evidence thereof and shall be binding on every member, director, office or auditor of the Club, as the case may be.

CHEQUES, DRAFTS, NOTES, ETC.

52. 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, whether or not officers of the Club, and in such manner as the board of directors may from time to time designate by resolution. Any single expenditure in excess of $2,500 shall require the authorization of the board of directors.

INFORMATION AVAILABLE TO MEMBERS

53. The directors shall at appropriate times inform the members of all significant matters or problems affecting the Club. Without limiting the generality of the foregoing, the directors shall present a complete report to the annual meeting of members of the Club's financial condition and answer any questions from members concerning such condition or the operations of the Club generally.

54. The directors shall establish rules regarding the rights of any member to inspect the records of the Club. Any member shall have rights to inspect records of the Club as are provided for in the Act, the letters patent and by-laws of the Cub and such rules made by the directors.

SEAL

55. The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the Club.

CUSTODY OF SECURITIES

56. All shares and securities owned by the Club shall be lodged (in the name of the Club) in a safety deposit box located in the Province of Ontario or, if so authorized by resolution of the board of directors, with such other depositories or in such other manner as may be determined from time to time by the board of directors.

All share certificates, bonds, debentures, notes or other obligations belonging to the Club may be issued or held in the name of the nominee or nominees of the Club (and if issued or held in the names of more than one nominee shall be held in the names of the nominees jointly with right of survivorship) and shall be endorsed in blank with endorsement guaranteed in order to enable transfer thereof to be completed and registration thereof to be effected.

EXECUTION OF CONTRACTS, ETC.

57. Contracts, documents or instruments in writing requiring the signature of the Club may be signed by the President or a Vice-President together with the Secretary or the Treasurer or any two directors, and all contracts, documents or instruments in writing so signed shall be binding upon the Club without any further authorization or formality provided, however, that any contract, document or instrument involving the expenditure of more the $2,500 shall require the authorization of the board of directors. The board of directors is authorized from time to time by resolution to appoint any officer or officers or any person or persons on behalf of the Club either to sign contracts, documents or instruments in writing in general or to sign specific contracts, documents or instruments in writing.

The seal of the Club may when required be affixed to contracts, documents or instruments in writing signed as aforesaid or by any officer or officers, person or persons appointed as aforesaid by resolution of the board of directors.

The term 'contracts, documents or instruments in writing' as used herein shall include deeds, mortgages, hypotecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, powers of attorney, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, bonds, debentures or other securities and all paper writings.

In particular, without limiting the generality of the foregoing, the President or a Vice-President together with the Secretary or the Treasurer or any two directors are authorized to sell, assign, transfer, exchange, convert or covey any and all shares, bonds, debentures, rights, warrants or other securities owned by or registered in the name of the Club and to sign and execute (under the corporate seal of the Club or otherwise) all assignments, transfers, conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such shares, bonds, debentures, right, warrants or other securities.

FISCAL YEAR

58. The fiscal period of the Club shall terminate on the 31st day of December in each year or on such other date as the directors may from time to time by resolution determine.

PASSED AS OF THE _____ day of _______, 1996

WITNESS the seal of the Club.

___________________________ ______________________ President Secretary