Bylaws

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Download the Proposed Bylaws Draft - PDF

 

Notice of Proposed Amendment to Bylaws

In accordance with the bylaws, notice is hereby given that the following bylaw amendments will be considered at the Annual General Meeting of the shareholders on January 18, 2016 at 7:00pm at Rossmere Country Club, 925 Watt Street, Winnipeg, Manitoba.

Motion to Amend the Rossmere Golf & Country Club Bylaws

Whereas, the Bylaw Committee, with the support of the Rossmere Golf and Country Club Board of Directors, proposes a replacement set of bylaws for the Club;

And Whereas, these bylaws are sought to modernize and streamline the Club’s bylaws, providing clear authority and guidance upon which the Board can make decisions;

And Whereas, the primary objective for the new Bylaws is to make it a clear, concise, high‐level document that provides explicit direction to the Board;

And Whereas, these bylaws are a key step towards improving the Club’s governance model;

And Whereas, future Boards will have a much better foundation upon which decisions can be made;

Be it resolved, that the Shareholders of Rossmere Golf and Country Club adopt the revised Bylaws in total.

MOVED BY: Cam Moskal

CURRENT BY‐LAW (If applicable): Both the current by‐laws and the proposed bylaws are available online at www.rossmere.ca, in the general office for pick up and upon request can be emailed directly.

COMMENTS ON PURPOSE OF MOTION: Summary of Proposed Bylaw Changes and Rationale are attached.

Parliamentary information: Primary and secondary amendments to these proposed bylaw amendments are in order only if they are germane to the proposed bylaw amendments and are within the scope of the change proposed in the notice. “Amendments” which do not seek to directly change the text of the proposed amendments within the limitations of germaneness and scope, but instead propose to amend other parts of the affected section amount to new bylaw amendments will be out of order.

 

Summary of Proposed Bylaw Changes

 

Bylaw Replacement Project

The Bylaw Committee, with the support of the Rossmere Golf and Country Club Board of Directors, will present a special resolution at the Annual General Meeting to be held on January 18, 2016 at 7:00 pm to adopt a replacement set of bylaws for the Club. The purpose of this proposal is to modernize and streamline the Club’s bylaws, providing clear authority and guidance upon which the Board can make decisions.

Existing Bylaws

The current Bylaws have existed pretty much unchanged over the years with very little, if any, additions, deletions, and/or revisions to address much needed changes to the organization. The result is a set of Bylaws that are hard to follow, confusing and lacking significant articles relative to governing. They are a mixture of strategy, operational guidelines and policies that are hard to interpret, resulting in inconsistency in how they are applied and enforced.

Objectives for the New Bylaws

The primary objective for the new Bylaws is to make it a clear, concise, high‐level document that provides explicit direction to the Board. It is designed to protect the rights and privileges of our Members while servicing the long term interests of the Club. It is also a key step towards improving the Club’s governance model.

Process

The Bylaw Committee has been actively working since late 2014 to develop these new Bylaws.
The Committee is made up of Ryan Caithness and Cam Moskal. The committee researched numerous bylaw documents across a wide range of organizations and utilized the past experiences of the committee members to help develop these bylaws. As part of the process, we also reached out to Rossmere member Mr. Don MacDonald for his professional opinion and thorough review of the committee’s draft document.

Significant Changes

The following is a summary of the significant changes in the proposed new Bylaws along with the rationale for these changes:

Cam Moskal Chair, Bylaw Committee

SIGNIFICANT CHANGES/RATIONALE:

* New, updated, relevant, clear set of Bylaws; replaces and combines old, out-dated Bylaws and separate ‘Organizational Structure’ document.

* Enhanced, detailed ‘Membership’ Article;
o Adds ‘Honorary Life Member’ section
o Defines Membership Fees (Year, Setting, Payment)
o Adds a ‘Rights and Privileges of Members’ section
o Includes ‘Discipline Committee – Suspension of Membership’ section with no changes from previous Bylaws.

  1. Defines how a member is suspended or expelled.

* Enhanced ‘Meetings of the Corporation’ Article
o Thorough ‘Annual General Meeting’ section

  • * Sets a standard Agenda for the AGM

  • * Defines how other specific motions that any member has can be added to the agenda

  1. Thorough ‘Special General Meeting of the Corporation’ section
  • * States how to call a Special General Meeting when there is an unusual or urgent matter to address that cannot wait until the AGM.

  • * Defines who can call a Special General Meeting.

  1. ‘Proceedingsthe Annual or a Special General Meeting’ section contains a set of rules

that regulate procedure and voting at meetings.

  • * Enhanced procedure when there is a Failure to Reach Quorum.

  • * Defines that only the President or Vice-President can chair a General Meeting – changed from previous Bylaws.

  • * Changes request for ballot vote from “any Shareholder or Proxy Holder” to “Five Voting Members”.

* Comprehensive ‘Governance of the Corporation’ Article
o This section of the Bylaws explains the basic governance structure of the Corporation.

  1. Combines Section– Directors, Section 5 – Committees, and Section 6 – Officers in the previous Bylaws all into one(1) Article.
  2. Separate sections for ‘Board of Directors’, ‘Officers’, ‘Board Committees’, ‘Committees’, ‘Ad-hoc Committees’, ‘General Manager’, and ‘Course Captain’.
  3. The Board of Directors section:
  • * Clearly defines the composition of the Board – lacking in previous Bylaws.

  • * Defines powers and duties of the Board.

  • * Defines procedure for Resignation, Death or Removal of a Director.

  • * Changes notice of Board meetings to ten(10) days if mailed and five(5) days by telephone, fax, or email. And adds that Board members may waive notice.

  • * Adds ‘Quorum’ procedure for Board meetings.

  1. The Officers section:
  • * Defines who are the Officers of the Corporation (President, 1st VP, 2nd VP, Secretary, Treasurer).

  • * Defines how Officers are elected.

  • * Defines duties of the Officers.

  1. The Board Committees section:
    * Defines how Board Committees are appointed and general procedurescommittees.
  2. The Standing Committees section:
  • * Establishes thirteen(13) Standing Committees.

  • * Adds ‘Human Resource Committee’, ‘Nominating Committee’, ‘Golf Course Committee’,

  • * Changes ‘Golf Committee’ to ‘Golf Program Committee’,

  • * Changes ‘Curling Committee’ to ‘Curling Program Committee’.

  • * Defines composition of each Standing Committee and responsibilities are clearly stated.

  • * Defines ‘Executive Committee’, which coordinates the work of the Board’s committees and to respond to emergency situations between Board meetings.

  • * Defines the relationship between the Board of Directors, the Executive Committee, and the General Manager.

  • * Defines the general responsibilities and duties of the Executive Committee.

  1. The Ad-hoc Committees section:

* Defines how Ad-hoc Committees are formed and describes their duties and responsibilities.

  1. The General Manager section:
    * Defines the general responsibilities and duties of the General Manager.
  2. The Course Captain section:
    * Defines the duties and responsibilities of the Course Captain.

* Combined the following Sections of the previous Bylaws - ‘Business of the Corporation’, ‘Borrowing and Securities’, ‘Protection of Directors, Officers, and Others’, and ‘Auditors’ - into one Article ‘Finance and other Management Matters’.

* Kept entire Article on ‘Shares’ in new Bylaws without any revisions.

* Added separate Article for ‘Amending the Bylaws’
o Clearly defines how and when amendments to the Bylaws can be made.

* Added separate Article for ‘Distributing Assets and Dissolving the Corporation’
o Clearly defines how funds or assets are paid upon dissolving the Corporation.

* Added ‘Article 12 – Policies’; to account for the Club’s written policies and adds the policies as appendices to the Bylaws; defines how policies are made and how they are amended.

Why Vote “Yes” for the New Bylaws?

Ultimately each Member needs to decide if they will vote in favour of the new Bylaws. The existing Bylaws are quite frankly outdated and do not reflect what current bylaws should contain without a major overhaul. The proposed Bylaws represent a fresh start that incorporates much of the substance of the old Bylaws. With the adoption of the proposed Bylaws, future Boards will have a much better foundation upon which decisions can be made and all of us as Members should have a better understanding of the absolute rules and hopefully a greater level of comfort in knowing that our Board members are applying strategic decisions in a clear and consistent fashion.

Our Bylaw Committee and the Board of Directors feel that now is the time to turn the page and adopt new Bylaws that will help the Club become more consistent in our governance structure.

 

Rossmere Country Club Clubhouse

 

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