Calgary Petroleum Club By-Laws by calpeteclub

CALGARY PETROLEUM CLUB

BY-LAWS

CLASSES OF MEMBERSHIP

1. Membership in the Club shall be divided into two classes, namely Resident Members and Company Members. In addition, the Board may, subject to these By-Laws, authorize other persons to use and enjoy the facilities and privileges of the Club as limited members thereof in one or other of the following categories, namely: — Non-Resident (By-Laws 19 and 20); Guest Visitor (By-Laws 21 and 22); Senior Associate (By- Law 23); Honorary (By-Law 24); Spousal (By-Law 25); and Restricted Privilege (By-Law 26).

2. The number of Resident and Company Members combined shall not exceed such number as may from time to time be determined by the Board. Such limits may be temporarily exceeded to accommodate persons who become members under By-Laws 9, 15 and 20.

ELECTION TO MEMBERSHIP

3. Every application for membership shall be in such form as the Board may prescribe and shall be signed by the applicant and a cheque or by a Board Approved payment schedule for the entrance fee shall be attached. Each application shall be signed by a proposer and seconder, each of whom must be a Resident Member, Company Member, Senior Associate Member or Young Professional in good standing who knows the applicant personally. Every application for membership shall be referred to the Membership Committee who shall consider the applicant’s qualifications for membership and report thereon to the Board.

4. Only persons of the full age of 21 may become members.

5. All members shall, subject to the provisions of By-Law 6, be elected to membership by the Board.

RESIDENT MEMBERS

6. A Resident Member shall be a person residing in Calgary for a minimum of six months in each year who has been duly elected a Resident Member as herein provided. The Board be given the discretion to establish one or more subsidiary categories of Resident Members who shall all have the equivalent rights, but for which specific age ranges, membership numbers and fees may be set by the Board from time to time. Upon the death or retirement from the Club of a Resident Member his share shall be cancelled. If (a) a Resident Member ceases to reside in Calgary for the minimum period set forth above and so notifies the Board or (b) the Board otherwise becomes aware of such circumstances and notifies the person concerned, such Resident Member shall thereupon no longer be entitled to continue as a Resident Member. Any person whose Resident Membership ceases as a result of the foregoing shall be entitled to apply within 60 days thereafter to become a Non-Resident Member and may be elected as such by the Board without posting or balloting.

7. (a) A Company Member who ceases to be an employee of the company for which he was a nominee for a minimum of three consecutive years may, if he applies within 60 days thereafter, be elected by the Board as a Resident Member without posting or balloting upon payment of a fee as set from time to time by the Board.

(b) If a member acquires a share by transfer from the company by which he was so nominated while he was a Company Member and such company elects to surrender its right to nominate a Company Member in respect thereof, then he shall pay a fee as set from time to time by the Board for a Resident Membership.

COMPANY MEMBERS

8. A Company Member is a person who

(a) resides in Calgary,

(b) is employed by a company which holds or acquires a share with the approval of the Board,

(d) has been elected as a Company Member as herein provided.

9. A Company Member shall have the same privileges and liabilities as a Resident Member so long as he remains a Company Member and the company by which he is employed continues to hold the share by virtue of which he was nominated, and both are in good standing.

10. A company carrying on business in Alberta and which (in the case of a corporation) is incorporated in Alberta or registered in Alberta may acquire and hold one or more shares with the approval of the Board, and may nominate one officer or employee as a Company Member for each share so held. A company may change its nominee from time to time by written notice to the Board, in which event the former nominee shall be deemed to have resigned and the new nominee shall be entitled to fill the vacancy if elected as herein provided upon payment of a transfer fee as set from time to time by the Board. If a company’s nominee fails to be elected, the company may nominate another person subject always to election as herein provided and payment of a transfer fee as set from time to time by the Board.

11. A Company Member and the company nominating him shall be jointly and severally liable for all dues, accounts and indebtedness to the Club incurred by such Company Member.

12. A company may by written notice withdraw its nomination of an employee as a Company Member whereupon such person

shall cease to be a Company Member.

13. A Company Member who ceases to be employed by the company which nominated him for membership and within 60 days after ceasing to be a nominee of such company is employed by another company which holds a share or acquires a share with the approval of the Board and is nominated for membership as its representative, may be reinstated by the Board as a Company Member without posting or balloting upon payment of an entrance fee as set from time to time by the Board.

14. A company holding a share for which there is no Company Member shall pay the dues otherwise payable by a Company Member with respect to such share all in accordance with ByLaw 35.

15. If a company which owns a share shall change its name, the share shall be registered in its new name upon written request to the Board and satisfactory proof of change of name. If a company which owns a share shall amalgamate or merge with another company or sell all of its assets to another company, the share shall be transferred to the successor company without payment of any fee on written application to the Board and submission of evidence satisfactory to the Board of such amalgamation, merger or sale. Any Company Member who continues to be employed by such successor company shall continue to be a Company Member as the nominee of the successor company unless the nomination is withdrawn without payment of any further entrance fee.

16. “Company” as used herein means any corporate, incorporated association, registered partnership or professional partnership actively engaged in carrying on business or practicing a profession within Alberta. The address for service upon a Company Member of all formal notices and accounts shall be the address of the company which nominated such Company Member, but a Company Member may designate a different mailing address for delivery to him of bulletins and other advice

concerning activities of the Club. A Company Member shall be deemed to be and to continue in the employment of the company which nominated him for membership if and so long as he is in fact employed by any other corporation which is controlled by that company or which is controlled by a body corporate which controls that company.

NON-RESIDENT MEMBERS

17. A Non-Resident Member is either

(a) a Resident Member who has ceased to become entitled to continue as such as a result of the operation of By-Law 8 and has requested transfer of status to that of a Non-Resident Member which request, if received by the Club on or prior to the 20th day of any month, shall result in such change of status becoming effective on the first day of the next following month, or

(b) a person who resides outside Calgary and who has on application to the Board been elected as a Non-Resident Member.

(c) Every application for membership as aNon-Resident Member shall be in such form as may be prescribed by the Board and shall be signed by the applicant and by a proposer and seconder, each of whom shall be either a Resident Member, Company Member, Senior Associate Member, Young Professional or Family Legacy Member in good standing, who knows the applicant personally. Such application shall be reviewed by the Membership Committee and, subject to its recommendations, shall be thereafter dealt with in all respects by the Board in the manner specified by By-Law 6 as if it were an application for Resident Membership.

(d) Non-Resident Members shall be required to pay such annual dues as may be determined by the Board from time to time.

18. A Non-Resident Member who was formerly a Resident Member and returns to Calgary shall upon notification to the Board or upon the Board otherwise becoming aware of such circumstances and so advising such Non-Resident Member, be returned to the status of Resident Member on the first day of the month next following such notification.

GUEST VISITORS

19. A Guest Visitor is a person who is proposed in writing by a Resident, Company or Senior Associate Member and accepted by the Board, or by the Manager on its behalf, as a Guest Visitor. Other classes of members may, on special application to the Board also sponsor Guest Visitors. Such proposal shall contain those particulars, including name, permanent address and occupation of the nominee as the Board may determine. Privileges of a Guest Visitor shall extend to use of the facilities of theClub for a period not to exceed two weeks commencing on the dates specified by the sponsor in his application. A resident of Calgary shall not be eligible for introduction as a Guest Visitor more than twice in any calendar year and a non-resident of Calgary shall not be eligible for introduction as a Guest Visitor more than six times in any calendar year. The member introducing a Guest Visitor shall be responsible for any indebtedness incurred by, or any acts of, such Guest Visitor while on the Club premises. The privileges extended to a Guest Visitor may be terminated at any time by the Board.

20. The name and residence of every Guest Visitor and the duration of his privileges shall be entered with the name of the member introducing him in a book kept for the purpose, to be known as the Guest Visitor’s Book, and the necessary card affording him evidence of his privileges shall be provided by the Secretary or the Manager of the Club.

SENIOR ASSOCIATE MEMBERS

21. (a) Except as provided in paragraph (c), a Senior Associate Member is a person who, being a Resident Member, has applied to the Board after his 65th birthday to become a Senior Associate Member under this By-Law.

(b) A Senior Associate Member shall enjoy all the privileges of membership of a Resident Member, excepting voting at any meeting of the members and shall be required to pay such dues as may from time to time be determined by the Board.

(c) Notwithstanding anything in paragraph (a), any person elected to membership as a Senior Associate Member prior to December 31, 1973 and who has continued thereafter in such category shall be deemed to have been then and thereafter duly qualified under paragraph (a) and to have been accepted by the Board as a Senior Associate Member.

(d) A Company Member who has turned 65 years of age and who has been a member for three consecutive years or longer shall, upon payment of a transfer fee as set from time to time by the Board, be eligible to apply for Senior Associate Member status and be admitted as a “Special Case”.

HONORARY MEMBERS

22. An Honorary Member is a person who has been named as such upon the unanimous vote of those present at a meeting of the Board or by three-fourth’s majority of those members voting at a general meeting. An Honorary Member shall enjoy full use of all the facilities of the Club as a member but he shall pay no entrance fee and shall be required to pay only such dues, if any, as may be prescribed in the resolution nominating him to Honorary Membership in the Club. A person may be named an Honorary Member for the duration of his tenure of any office,

appointment or military rank specified in the resolution by which he is named an Honorary Member and which he holds at the time of such designation, or may be for any specified period or for life as stated in such resolution.

SPOUSAL MEMBERS

23. A Spousal Member is a spouse of a member, or surviving spouse of a deceased member, admitted as a Spousal Member by the Board. The Board shall have the power to make regulations to provide for the admission of Spousal Members and to prescribe their privileges as the Board may see fit but Spousal Members shall not use the Club before such time each day as the Board may prescribe. A member whose spouse has been admitted as a Spousal Member shall be liable personally for all indebtedness incurred by such Spousal Member. The words “member” or “members” wherever used elsewhere in these ByLaws shall not include “Spousal Member” or “Spousal Members”.

RESTRICTED PRIVILEGE MEMBERS

24. (a) A Restricted Privilege Member is a person who

(i) has been duly nominated for membership as a Resident Member or a Company Member,

(ii) is qualified for such membership under By- Law 30 or has paid a deposit to the Club in respect of such share qualification,

(iii) has been recommended for such membership to the Board by the Membership Committee but whose name has been placed by that Committee on the waiting list for membership pending creation of a vacancy in the number of members under By-Law 2,

(iv) has applied for Restricted (Waiting List)

Privileges pending election to membership under By-Law 6, and

(v) has been designated by the Board on the basis of his seniority in time on the waiting list for membership as included in that number of persons, to be determined from time to time by the Board, who are authorized to exercise privileges of a Restricted Privilege Member.

(b) A Restricted Privilege Member shall be entitled to enjoy all privileges of membership pertaining to use of the Club

(i) each day of the week, except Saturday or Sunday, after such hour not earlier than 1:00 p.m. as may be determined by the Board, and

(ii) every Saturday, Sunday and any holiday on which the Club premises are open for use by the membership.

(c) There shall be no entrance fee or other qualification fee for membership as a Restricted Privilege Member in addition to those which qualify a person or a membership but monthly dues for Restricted Privileges shall be as set from time to time by the Board. Such dues for the current month and accounts incurred during the previous month shall be due and payable on the 20th day of each month.

(d) Notwithstanding anything in paragraph (c), upon withdrawal by a Restricted Privilege Member of his application for membership in the Club at any time before his admission to membership, there shall be retained by the Club and not refunded to him that portion of his entrance fee deposit which accompanied his application which is equal to one-fifth part thereof for each 12 calendar month period elapsed after his designation as

a Restricted Privilege Member under subparagraph (a) (v) of this By-Law provided however that the full amount of his entrance fee deposit shall be retained by the Club and not refunded to him if the offer of full membership is declined and he remains a Restricted Privilege Member.

RECIPROCAL CLUB PRIVILEGES

25. The Board may enter into an agreement with any other Club located outside Calgary (a “reciprocal club”) for the purpose of reciprocal privileges. Such agreement will grant the privileges of this Club to members of any such reciprocal clubs and grant the privileges of such reciprocal clubs to the members of this Club. These privileges will be on such terms as the Board may approve.

26. A member in good standing of any reciprocal club may enjoy the privileges of the Club during his stay in Calgary upon the presentation of his certificate of membership in such reciprocal club for a period not exceeding one month or such longer period as the Board may approve.

GUEST PRIVILEGES

26.

(a) Any person enjoying privileges of membership in the Club while he is in good standing may introduce one or more guests to the privileges of the Club if and while accompanied by that member.

(b) A person who has been suspended or expelled from membership in the Club, or whose application for membership has been refused, may not be introduced as a guest.

(c) A member introducing a guest shall be responsible for the conduct of such guest while on the Club premises, including observance by such guest of all relevant provisions of these By-Laws as if such guest were the said member.

27. Every person elected as a Resident Member and every company nominating a person as a Company Member for each nominee shall become the owner of one share of the Club by subscription at such price as the Board may from time to time determine, or by transfer. Each share owned by a Resident Member or by a company shall be held by the Secretary in trust subject to the provisions of these By-Laws.

28. A register of shares shall be maintained in such form as the Board may approve, in which shall be recorded’ the names and addresses of all shareholders, and all transfers and transmissions of shares.

29. Shares in the Club may be transferred by means ofwritten direction in a form acceptable to the Board subject to payment of such transfer fee as may be set by the Board from time to time.

30. No transfer of a share shall be made except to a person who has been elected as a Resident Member or whose application for election as a Resident Member has been approved by the Board, or to a company whose nominee has been elected as a Company Member or whose nominee’s application for election as a Company Member has been approved by the Board. Nothing herein shall preclude the transfer of a share from a Resident Member to a company which shall have named such Resident Member or another person as its nominee for election as a Company Member and, in either case, the nominee’s application for election as a Company Member has been approved by the Board.

31. No transfer of a share shall be effective until all liabilities of the previous owner to the Club have been paid and satisfied.

32. When a Company Member resigns or ceases to be a company’s nominee, the company shall have 90 days in which to nominate another Company Member to fill such vacancy, subject to paragraph (b) of By-Law 36. In the event such nomination is not made the share shall be deemed to have been transferred to

the Secretary for cancellation. Such period of 90 days may be extended by the Board for special cause.

33. Upon the nomination by a company of (i) any person as its nominee in respect of a share subsequent to the nomination of the first person who was nominated by the company in respect of that share, or (ii) of a person who has immediately prior to such nomination transferred the share held by him as a Resident Member to such company, there shall be paid as a condition of acceptance of that nomination such fee as may be required pursuant to By-Law 32.

FEES AND DUES

34. Before election to membership an applicant shall pay the proper entrance fee. The entrance fee payable by Resident Members, Company Members, Senior Associate Members, Young Professional Members, Family Legacy Members, NonResident Members, Spousal Members and Surviving Spousal Members shall be such as may be set from time to time by the Board.

35. (a) After election to membership, members shall pay such monthly dues as are set from time to time by the Board. Monthly dues for the current month and accounts incurred during the previous month shall be due and payable on the 20th day of each month.

(b) Notwithstanding anything in paragraph (a), there shall be added to the account of each member in the last month of a fiscal year such amount as shall be equal to the remainder, if any, resulting from deducting the aggregate of his monthly accounts for food and beverages incurred at the Club during the fiscal year from such amount as may from time to time be fixed by resolution of the Board and notified to members in the first quarter of such fiscal year.

BOARD OF GOVERNORS

36. The government and management of the Club shall be entrusted to a Board of Governors (the “Board”) comprising 14 Resident or Company Members elected as set forth in By-Law

43 plus the immediate President of the Club who shall be a member of the Board for a period of one year immediately following the termination of his term of office as First VicePresident and the immediate Past President of the Club who shall be a member of the Board for a period of one year immediately following the termination of his term of office as President. The Board shall elect from their number a President, First VicePresident, Second Vice-President and other such officers as the Board may see fit. The Board may appoint an Honorary Secretary or Secretary who may, but need not, be a member of the Board.

37. The Board shall exercise general management and supervision of the affairs of the Club; fill vacancies that may occur in any office; establish and enforce penalties for the violation of the By-Laws or Rules and Regulations of the Club; appoint or dismiss any committee, officer or servant of the Club; and make general and special rules and regulations for the operation of the Club and to govern conduct of members.

38. The Board may from time to time appoint and discharge a Manager and such other employees as it deems advisable and shall upon such appointments fix the terms of employment and the duties to be performed.

39. The President, Vice-Presidents, Secretary, Manager and all other officers elected or appointed from time to time shall perform such duties as may be assigned to them by the Board.

ELECTION OF BOARD

40. The Board, other than the immediate President and Past President who shall automatically be deemed members of the Board, shall be elected by the Resident and Company Members of the Club. In each year there shall be elected such number of members of the Board as may be required to keep the full

complement of the Board at 16 Governors. Members of the Board shall be elected for a term of two years. The Board shall have power to fill any vacancy occurring by reason of death or resignation or otherwise by appointing a member to hold office for the unexpired portion of the term of the member whose position on the Board is being filled.

41. Notwithstanding the provisions contained in any other ByLaw of the Club, no member of the Club who has served on the Board for three consecutive terms of two years each shall be eligible for election to the Board until the lapse of two years, or more, from the member’s retirement from the Board provided always that this By-Law shall not apply to the member holding the office of Vice-President at the time of any election of members to the Board.

42. A Nomination Committee shall be appointed by the Board at least 40 days before holding of the annual meeting of the Club and this committee shall, 28 days before the said meeting, file with the Secretary or Manager of the Club a nomination list of members who have consented to stand for office and this list shall be posted on the Club Notice Board forthwith. Further nominations in writing may be made by any two members in good standing, to which is attached the written consent of each member nominated, provided such nominations are filed with the Secretary or Manager of the Club at least 21 days before the holding of the annual meeting.

43. The Board shall prepare ballot papers which shall include all the nominations posted in the Club and added thereto as herein provided, and shall forward one ballot to each Resident and Company Member at least one week prior to the date fixed for the election. The election of members to the Board shall be held on the date fixed by the Board and the result thereof shall be announced at the annual meeting of the Club following the election.

44. All voting shall be by ballot and no proxies shall be allowed. Each member shall vote for a number of nominees not exceeding

the number as directed by the ballot to fill the vacancies then occurring on the Board and forward the ballot to the Secretary so as to reach him not later than 5:00 p.m. of the day fixed for the election. The President or Vice-Presidents shall appoint at least two members who are not members of the Board as scrutineers to count the ballots and certify the results of the election to be announced at the annual meeting.

45. Should a tie vote occur the Nomination Committee shall cast lots and certify as elected the members or member on whom the selection falls.

COMMITTEES

46. The President, with the consent and approval of the Board, shall appoint an Executive Committee, House Committee, Finance Committee, Membership/Marketing/ Communication Committee, Entertainment/Food/Wine Committee, Strategic Planning Committee, Long Range Planning Committee, and Legal Committee and such other committees as may seem to him necessary or desirable. Each committee shall consist of at least two members of the Board and such other members of the Club as may be appointed to such committees. The names of the members constituting all committees shall be available to all members.

47. The Board may delegate to any such committee any powers which it may consider necessary or desirable, including power to add to the committee.

MEETINGS OF THE BOARD

48. The President, or in his absence the First Vice- President, or in his absence the Second Vice-President, or in his absence some member appointed by the meeting, shall preside at all meetings of the Board.

49. Six members of the Board shall constitute a quorum.

50. The President or Vice-Presidents or any three members of the Board may call a meeting by sending written notice to each

Board member at least four days before the day of the meeting.

51. Except as herein otherwise provided, every question at a meeting of the Board shall be determined by a majority of the votes of the members of the Board present, each member of the Board having one vote. In the event of an equality of votes at any such meeting the President or acting chairman thereof shall have a second or casting vote.

52. A resolution agreed upon without any meeting of the Board and evidenced by writing under the hands of all members thereof shall be as valid and effectual as a resolution duly passed at a meeting of the Board.

INDEMNIFICATION

53. The Club shall indemnify every member of the Board and the officers or servants of the Club against all losses, cost and expenses (including travelling expenses) in any way incurred by him or them in the proper discharge of his or their duties, and the Board shall payor retain the same out of the funds of the Club. If any member of the Board or officer of the Club is guilty of fraud or dishonesty whereby the Club incurs any loss or damage, such member of the Board or officer shall repay same to the Club and such member of the Board or officer shall immediately resign. Except as aforesaid, no member of the Board or officer of the Club shall be liable to the Club for any damage, loss or expenses that may be incurred by the Club in consequence of any act, omission or default by such member of the Board or officer while purporting to act as such.

FINANCE

54. The Board may, on obtaining the approval at an annual or extraordinary meeting of the members of the Club, borrow money for carrying out the objects of the Club and execute mortgages and pledges of the real and personal property of the Club, issue debentures (secured by mortgages or pledges or otherwise), sign bills, notes, contracts and other evidences of or security for money borrowed or to be borrowed for the purposes aforesaid,

and pledge debentures and securities for temporary loans, provided always that the Board may from time to time raise or borrow money for the current operations of the Club.

55. Once at least in every year the accounts of the Club shall be examined and the correctness thereof ascertained and certified by one or more auditors.

56. The members shall at each annual meeting appoint an auditor or auditors to hold office until the next annual meeting. Such auditor or auditors shall not be members of the Board. The remuneration of the auditors shall be fixed by the Board.

57. The Club’s fiscal year shall begin on the first day of April each year and end on the last day of the succeeding March.

MEETINGS OF MEMBERS

58. An annual meeting of the members of the Club shall be held once in each calendar year not earlier than the first day of May at such time and place as the Board may decide.

59. An extraordinary meeting may be called by the Board at any time and shall be called by the Board upon receipt of a requisition in writing specifying the nature of the business to be discussed and signed by 20 members of the Club in good standing and entitled to vote. The time and place of any such meeting may be determined by the Board, and the time for a meeting called pursuant requisition shall be within 15 days after receipt of the requisition.

60. Written notice specifying the place, the day and the hour of meeting and, in the case of an extraordinary meeting, the nature of the business to be transacted shall be given by mail to all members in good standing at least seven days prior to the holding of such meeting, and a copy of such notice shall be posted on the Notice Board in the Club. The non-receipt of such notice by any member shall not invalidate the proceedings or any resolution passed at any meeting.

61. A quorum for the transaction of the business at any meeting

of the members shall be 15 voting members.

62. The President, or in his absence, one of the VicePresidents, or in their absence a member of the Board appointed by those members of the Board present, shall preside at all meetings.

63. The Chair may, with the consent of the meeting, adjourn the meeting from time to time, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

64. If within an hour of the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place, and at such adjourned meeting the business shall be transacted whatever the number of persons present.

65. The business of an annual meeting shall be to receive and consider the reports of the President on behalf of the Board, the committees and auditors; to elect auditors; to receive the results of the election of governors; to consider any proposed amendments to the By-Laws; and to transact any special business of which notice has been given.

66. Minutes of the proceedings of every annual meeting shall be kept and shall be signed by the Chair of the same meeting or by the Chair of the next succeeding meeting.

67. At every annual meeting of the Club all classes of members in good standing shall be entitled to attend but only Resident and Company Members will be allowed to participate in the proceedings and each such Resident or Company Member shall have one vote. Non-voting members will be allowed to attend as observers only. All matters shall be decided by a majority of votes cast by the members present in person at the meeting, unless otherwise provided in these By-Laws.

68. In case of a tie the Chair shall have the casting vote in addition to his own vote.

69. All voting shall be by show of hands unless five members personally present call for a poll vote, in which case the voting shall be by secret ballot.

TERMINATION OF MEMBERSHIP

70. A member may resign at any time upon giving written notice to the Board and paying all indebtedness due from him to the Club provided that any such resignation shall not be effective earlier than the last day of the month in which it is received by the Board.

71. The Board shall have power, by a vote of two-thirds of those present at a Board meeting, to suspend or expel any member whose conduct, either on the Club premises or elsewhere, shall be pronounced by the Board to be improper, unbecoming or likely to endanger the welfare or character of the Club, or who shall willfully commit any breach of any House Rules or By-Laws of the Club or who shall neglect the observance of any House Rules or Regulations provided by the By- Laws or by the Board, or by any committee under the authority thereof.

72. No member shall be suspended or expelled by the Board without having been notified of the charge against him and being given an opportunity of being heard at the meeting of the Board called for that purpose, except as provided in By-Law 76. Such notice shall be sufficient if mailed to the member’s last known address by registered mail or delivered to him in person at least 48 hours before the meeting at which the hearing is to be granted to him. If at any time within one month after the suspension or expulsion of the member by the Board, a special meeting of the Club shall be requested by 20 members in writing addressed to the Board, such meeting shall be forthwith called and an appeal thereat may be taken from the decision of the Board and he may

be reinstated by an affirmative vote of two-thirds of the members present.

73. The Executive Committee may temporarily suspend a member for cause, but such suspension shall be reviewed within 30 days by the Board either at its next regular meeting or at a special meeting, and the member shall be entitled to notice and an opportunity of being heard by the Board as hereinbefore provided.

74. Any member or other person enjoying Club privileges failing to pay his dues or other indebtedness to the Club by the 20th day of the month next following the month in which the same became due and payable shall have his name posted in the Club as being indebted to the Club, provided that the Board may, in its discretion, postpone such posting for such period of time as it shall see fit.

75. Notice of such posting shall be sent to the person posted by the Secretary or Manager of the Club to his last known address by registered mail. The mailing of such notice to that address shall be conclusively deemed to effect service on such person on the second business day next following the mailing thereof. If the dues or indebtedness are not paid within 30 days after the date of such posting the person so in default shall automatically cease to be a member of the Club or have Club privileges and cannot be reinstated except at a meeting of the Board by a vote of two-thirds of those present and upon payment of all arrears and indebtedness. No posted person shall have the right to incur any further liability to the Club.

CORPORATE SEAL

76. The Club shall have a corporate seal in the form impressed inthe margin of the copy of these By-Laws contained in the Club’s minute book.

AMENDMENTS

77. These By-Laws may be amended at any annual meeting of

the Club by a majority vote of the members present or any extraordinary meeting of the Club by a two-thirds vote of the members present, or represented by proxy.

VOTING BY PROXY

78. In these By-Laws

a. “form of proxy” means a written or printed form that, on completion and execution by a member, becomes a proxy; and

b. “proxy” means a completed and executed form of proxy by means of which a member appoints a proxyholder to attend and act on his behalf at an extraordinary meeting of the Club.

79. A member may by means of a proxy appoint a proxyholder who shall be a member to attend and act at any extraordinary meeting of the Club in the manner and to the extent authorized and with the authority conferred by the proxy.

80. A proxy is valid only at the extraordinary meeting in respect of which it is given, or any adjournment thereof, and may be revoked by a member depositing a written revocation (i) with the Manager of the Club at any time up to the time set for the meeting, or (ii) with the Chair of the meeting at the commencement of the meeting.

81. The Board may specify in any notice calling an extraordinary meeting a time not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding such meeting before which time proxies to be used at such meeting must be deposited with the Club.

82. Any member appointed as a proxyholder shall attend in person the extraordinary meeting in respect of which the proxy is given and comply with the instructions of the member who appointed him.

83. A proxyholder has the same rights as the member who appointed him to speak at any extraordinary meeting and to vote

by way of ballot or by way of show of hands at such meeting.

84. Notwithstanding the provisions of By-Law 81, above, the Board shall have the right and authority to prescribe the form of proxy for use at any extraordinary meeting and the Chair of that meeting shall have the right and authority, in his sole discretion, to adjudicate the adequacy of any proxy submitted for use at such meeting.

TRANSITIONAL

85. Upon the passing of these By-Laws, representatives of Corporation Members under the former By-Laws shall become Company Members under these By-Laws. These By-Laws shall be binding on all companies which were Corporation Members immediately before these By-Laws become effective, on all companies which hereafter acquire shares in the Club, on all other present and future Resident and Company Members and on all other members. All persons who were Non-Resident, Honorary, Special, Spousal and Senior Associate Members and properly qualified as such under the former By-Laws shall continue as such under these By-Laws.

DEFINED TERMS

86. Wherever in these By-Laws the words “he”, “his” or “him” occur the same shall respectively be construed as “she”, “hers” or “her” where context so requires.

87. “Calgary” is defined as the City of Calgary and the area lying within 75 miles (120 kilometers) of its city limits.

SUBSIDIARY CATEGORIES OF RESIDENT MEMBERS APPROVED BY THE BOARD OF GOVERNORS

A Young Professional Member is a person who:

• resides in Calgary

• is thirty-five years old or younger

• has been elected as a Young Professional Member

• a Young Professional Member shall enjoy the same privileges of membership as a Resident Member and shall be required to pay such dues as may from time to time be determined by the Board

• upon turning thirty-six years old a Young Professional Member may elect to stay on with the Club as a Resident or Corporate Member.

A Family Legacy Member is a person who:

• resides in Calgary

• is a child or parent of a current, active Resident Member, Company Member or Senior Associate Member, who was originally a Resident or Company Member prior to becoming a Senior Associate Member.

• has been elected as a Family Legacy Member

• a Family Legacy Member shall enjoy the same privileges of membership their age qualifies them for and shall be required to pay such dues as may from time to time be determined by the Board.

Reciprocal Non-Resident Member

• a person who resides a minimum of 120 km outside of Calgary city limits

• has been elected as a Non-Resident Reciprocal Member

• a Reciprocal Non-Resident Member, upon request for a letter of introduction, shall have access to clubs affiliated with the Calgary Petroleum Club

• shall be required to pay such dues as may from time to time be determined by the Board

Social Membership

• a person who resides within a 10 block or 1 km radius of the club

• enjoys access to the club Monday through Friday 3:00 pm onwards and access on weekends during operating hours

• Does not include reciprocal club access

• shall be required to pay such dues as may from time to time be determined by the Board

As Approved on May 26th, 2023

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Calgary Petroleum Club By-Laws