POLICY ESTABLISHING THE POWERS, RIGHTS AND RESPONSIBILITIES AT RIVERMEAD GOLF CLUB SECTION I: ROLES AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS

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1 Policy establishing the powers, rights and responsibilities at Rivermead Golf Club Page 1 POLICY ESTABLISHING THE POWERS, RIGHTS AND RESPONSIBILITIES AT RIVERMEAD GOLF CLUB SECTION I: ROLES AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS 1.1 General provisions The Board of Directors is a group of individuals who administer collectively, on behalf of the shareholders, the affairs of the corporation. In this capacity, the Board is legally and morally responsible for all the activities of the Club. Its composition, powers and functioning are determined by law and by the bylaws. In addition, the general assembly, to which the Board must give an account of its actions, may submit to the Board its wishes with respect to the administration and direction of the Club. Certain of its responsibilities may be delegated to an executive committee or to management or to any other committee designated by the Board. In such cases, the entity to which such responsibilities have been delegated must give account to the Board for the mandate which has been delegated to it. Certain responsibilities may not be delegated, particularly those which are defined by law or by the by-laws of the club. A delegated responsibility may not be further delegated. The Board retains all responsibilities and powers which are not expressly delegated by a delegation by-law. 1.2 Directions, planning and development In this area, the responsibilities of the Board are: Establish and review, as needed, the mission and the overall objectives of the Club

2 Policy establishing the powers, rights and responsibilities at Rivermead Golf Club Page 2 Ensure that the action plan prepared by senior management is in conformity with the mission, the overall objectives and the will of the members Determine the operational priorities and the services to be offered Adopt a strategic plan with a long and short term viewpoint Monitor and evaluate the activities that relate to the mandate of the Board and report to the general meeting of members. 1.3 Human resources The Board s responsibilities are: With respect to Board members and Board committees Recruit or solicit candidacies, taking into consideration the needs of the Club and balance among Board members With respect to the general manager Hire, give direction, evaluate and fire, if need be, the person who holds this position. With respect to members Approve the list of new members Suspend or sanction a member Set fees 1.4 Financial Resources The responsibilities of the Board are: Adopt the annual budget by studying and approving the budget forecast proposed by the general manager, the periodic reports and the annual

3 Policy establishing the powers, rights and responsibilities at Rivermead Golf Club Page 3 financial statements Authorize expenses not foreseen in the budget Approve all bank loans, temporary or otherwise Designate the authorized signatories for banking transactions Approve all decisions related to constructing, acquiring, using maintaining and improving the Club s land and buildings 1.5 Structure and internal policies The responsibilities of the Board are: Determine the internal structure of the club Ensure that the corporation is in compliance with the requirements of the law. 1.6 Relations with the community The responsibilities of the Board are: Ensure that the activities, services and programs respond to the expectations and needs of members.

4 Policy establishing the powers, rights and responsibilities at Rivermead Golf Club Page 4 SECTION 2: OFFICERS OF THE CORPORATION 2.1 Designation The officers of the corporation are: President, Vice-President, Past President, Secretary and Treasurer. 2.2 Executive Committee The Board may delegate a part of its responsibilities to an Executive Committee composed of the officers of the corporation. The rules governing the meetings of the Board of Directors apply as well to meetings of the Executive Committee. 2.3 President This person presides at all the meetings of the Board of Directors and all the General Meetings, and is an ex-officio member of all committees. He monitors the implementation of the Board s decisions and fulfills the responsibilities which the Board may allocate to him during his term. The President and the Secretary normally sign documents which commit the corporation. The President also acts as the principal spokesperson for the corporation. 2.4 The Vice-President This person replaces the President in his absence and then exercises all the rights of the President. The President or the Board may also allocate to him specific tasks and responsibilities. 2.5 Past President The Board of the President may allocate certain tasks or responsibilities to this person. 2.6 Secretary This person prepares the minutes of the Meetings of members and of the Board of Directors. He maintains the archives, books of proceedings, minutes, register of members, register of Board members, and signs with the President

5 Policy establishing the powers, rights and responsibilities at Rivermead Golf Club Page 5 documents that commit the corporation as required by various laws and other documents or letters patent for the corporation. Finally, he carries out all other functions which the Board or the by-laws attribute to him. 2.7 Treasurer This person is in charge of and maintains the funds and securities of the corporation and of its books of accounts. He ensures that accurate reports are made of the assets and liabilities as well as of the receipts and expenditures of the corporation. He ensures that the monies of the corporation are deposited in a financial institution determined by the Board. SECTION III: ROLES AND RESPONSIBILITIES OF THE EXECUTIVE COMMITTEE 3.1 General provisions The Executive Committee s role is to determine the procedures and means of implementing the policies established by the Board of Directors and to monitor the ongoing management of the Club, in keeping with the budgets approved by the Board of Directors and with the policies in effect from time to time. The Executive Committee has full authority with respect to 3.2 Direction, planning and development Propose to the Board the annual action plan; Monitor the results of activities and ensure their appropriate supervision. 3.3 Human Resources

6 Policy establishing the powers, rights and responsibilities at Rivermead Golf Club Page 6 Approve the definition and allocation of the tasks of staff as well as their annual priorities. Approve the policies relating to staff (salary policy, work conditions, etc.) 3.4 Financial Resources Develop and propose to the Board the annual budget and monitor it, once the Board has approved it. Authorize budgeted expenses in excess of $15, Internal structure and policies Ensure that the books and registers (letters patents, by-laws, minutes, register of members, etc.) are up to date; Ensure that the management systems and internal policies are appropriate to the mission and activities of the club. 3.6 Relations with the community Represent and promote the Club in its relationships with sponsors. SECTION 4: FUNCTIONS AND RESPONSIBILITIES OF MANAGEMENT 4.1 General provisions The General Manager s general mandate is to assume the ongoing management of the human, financial and material resources of the Club in such a way as to achieve the objectives that have been set.

7 Policy establishing the powers, rights and responsibilities at Rivermead Golf Club Page 7 In order to maintain the rights and fulfill the obligations of the Club, the Board gives general authority for ongoing management to the General Manager. Ongoing management means any act involving a routine decision in the context of the policies and directions established by the Board or one that is urgent in nature. He works in close collaboration with the President and, more generally, with the Executive Committee, which he keeps informed regarding the current situation of the Club. He works to achieve the mission and the objectives of the Club by directing all its activities, while respecting the directions and the policies approved by the Board. His responsibilities are based on five major functions that he is called to fulfill. 4.2 Direction, planning and development Recommend to the Board or help it to formulate the directions which will guide the activities of the Club; to do this, he must interpret the major trends observed in the industry in which the Club operates and present an analysis of the internal situation of the Club; Prepare and propose to the Board a short and medium term development plan; Propose new programs or services to offer and coordinate existing activities; Prepare and propose to the Executive Committee an annual action plan which takes into account the approved development plan; Evaluate the results of these activities in the context of the Club s mission and development objectives; give reports to the Executive Committee or, as appropriate, to the Board.

8 Policy establishing the powers, rights and responsibilities at Rivermead Golf Club Page Human Resources Hire staff members, develop their mandate and specify their functions, responsibilities and priorities; supervise and direct the execution of their tasks; ensure their training; evaluate their work; fire them, if there is reason to do so. Develop staff policies (salary policy, benefits, grievance procedures, etc.), submit them to the Executive Committee for approval and ensure that they are applied appropriately. 4.4 Financial Resources Support the Treasurer in the preparation of budgets; Monitor the current budget and prepare, or see to the preparation, of financial reports required by the Executive Committee; Authorize expenses in the approved budget that are less than $15,000; Ensure that the Club s buildings, other facilities and equipment are maintained and preserved. 4.5 Internal policies and structure Put in place a management system appropriate to the mission, resources and activities of the Club; Ensure that the policies of the Club are enshrined in a manual in order to ensure the stability and continuity of the corporation; Prepare, or see to the preparation of the meeting of various governing bodies of the club (General Assembly, Board of Directors, Executive Committee) and ensure that their decisions are followed up; Attend the meetings of the Board, the Executive Committee and, if applicable, the Board committees and ensure that their decisions are followed up;

9 Policy establishing the powers, rights and responsibilities at Rivermead Golf Club Page 9 Preside over staff meetings and see that the work of the staff is carried out; Ensure liaison between members of the Board, the Executive Committee and staff 4.6 Community Relations Organize the promotion of the activities, services and programs of the Club; At the request of the President, represent the Club at various events and activities; Participate in projects and activities involving the cooperation of other organizations; Ensure that appropriate relationships are maintained with sponsors, various levels of government and similar organizations.