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By-Laws of the
Members Advisory Council St. George's Club
St. George's , Bermuda
(As Amended as of January 22, 1994)
(As amended as of August 26, 2000)
(As amended as of December 1, 2007)
ARTICLE I
PREAMBLE
Section 1.01 -
Authority. - These By-Laws, shall
apply to the Club Members' Advisory Council (hereinafter called the
"Council") of The St. George's Club (The "Club"), Bermuda, as created under
the provisions of the Declaration of the Club Membership rights and
obligations (the "Declaration"), Section 29, Pages 10-11:
"29.
There shall be a Club Member's Advisory Council established for the purpose
of advising Developer or the Managing Agent in regard to the management of
the Club. Each Club Member shall have a number of votes in the proceedings of
the Council equal to the number of Unit Weeks covered by its Purchase
Agreement(s), irrespective of whether such Unit Weeks are One Bedroom Unit
Weeks or Two Bedroom Unit Weeks. The Advisory Council shall conduct its
business in accordance with such rules as it may see fit to adopt and shall
have power to make suggestions to Developer or Managing Agent in response to
a request of the same or on its own motion. Developer and the Managing Agent
shall cooperate with the Club Member's Advisory Council in all ways
feasible."
The Declaration, in turn,
is charged by the terms of THE TIMESHARING (LICENSING AND CONTROL) ACT of
1981 (1981, No. 61) of the Senate and the House of Assembly of Bermuda (the
"Timesharing Act"), which directs the creation of a Council in Section 21,
"Schedule", Paragraph (c), Page 285:
Every developing owner,
marketing agent or managing agent shall, wherever required to do so by the
Minister, satisfy the Minister that the scheme in relation to which he has
been granted a license has...
(c) Made provision for the
purchasers of timesharing intervals to have a voice in the management of the
timesharing schemes through the creation of an advisory membership structure
or tenants' association for each timesharing scheme; such body shall have the
right to the names and addresses of all purchasers in the scheme; the
managing agent shall cooperate with such body in all ways feasible; the
Department shall periodically review comments received from any such body and
take any suggestions into consideration as part of its annual inspection
under section 26."
Section 1.02 -
Definitions. - The terms used in
these By-Laws have the meanings set forth in Section 1 of the Declaration,
Pages 1-3, and in the Timesharing Act, Section 2, Pages 265-267.
Section 1.03 - Creation
of the Council. During the period
of construction and sales activity, it is the Developer's responsibility --
in fulfillment of his license and the terms set forth in the Timesharing Act
and the Declaration - to appoint and convene a Council composed of
representative Club members. Members of the Council shall be appointed by the
Developer as described below. It shall be the duty of the initial Council to
provide for the election of subsequent Councils from among Club members, and
for the participation of Club members - to the greatest extent possible - in
the activity of the Council.
ARTICLE II
MISSION AND POWERS
Section 2.01 - The Mission of the Council. It is the responsibility
of the Council within the perimeters of their authority to represent the
interest of the members in preserving the value of their mutual right to use
while at the same time encouraging programs and services which can enhance
that investment - and member's enjoyment of it at reasonable and appropriate
costs. The Council will discharge this responsibility by regularly responding
to requests from the Developer of Managing Agent for advice, and by
initiating such recommendations and suggestions as it may, from time to time,
see fit to present.
The Council shall be
informed at an early stage when any significant change is anticipated in
development plans, marketing strategies or the rules and programs by which
the Club functions. The Council will make every effort to project the mutual
interests of the members into discussions on such changes at a point where
they can have a positive effect, and to interpret important actions to
members in advance of their implementation.
The Council will solicit
member opinion, recommendations and concerns on matters which may affect
their collective interest in the Club, receiving these communications in
appropriate confidence, and responding with the facts as they are known to
the Council - pursuing member concerns to resolutions which are in the best
interests of all parties concerned.
Section 2.02 - The
Powers of the Council. The Council
has the authority to seek opinion from and communicate with Club members, and
for that purpose to receive the names and addresses of all members from the
Developer or Managing Agent in whatever format they deem appropriate. The
Council also has the power to communicate its recommendations and concerns to
the Developer and Managing Agents, to request their cooperation in the
exercise of its mission, and periodically to review Council's and
Management's actions, and the comments of members, with the Bermuda
Department of Tourism. The Council may also exercise any and all powers not
inconsistent with any law or the Declaration or Timesharing Act, which are
reasonably incidental to the exercise of its Mission as described in Section
2.01 above.
ARTICLE III
COUNCIL MEMBERSHIP,
SELECTION AND MEETINGS
Section 3.01 -
Membership. The Council shall be
composed of not less than one member for each ten units completed and
available for sale. The initial Council shall consist of six members.
Additional seats on the Council shall be added at the beginning of each
calendar year on the basis of the number of units used in the determination
of the Annual Assessment, as described in the Declaration, Section II. The
number of seats on the Council may be increased at any time or from time to
time either by the Council, by majority vote of Council members then in
office, or by the members at the Annual Meeting. Any seat so added shall be
assigned to Class A, B or C, as provided for in Section 3.03 below.
Section 3.02 - Selection
of the initial Council. The initial
Council shall be appointed by the Developer, after soliciting nominations
from the Club membership as a whole. Care shall be exercised that
proportional representation be given to cottage location, the season of
member occupancy, the geographical distribution of member home residence, and
the ability of the nominees - through demonstrated experience and skill - to
make valuable contributions in the areas in which the Council shall be
active.
Section 3.03 - Term of
Service, Vacancies. The initial
selected Council, consisting of six members elected in 1990, shall divide
their number into three equal classes, designated as Class A, shall serve
until the last day of 1992 and until their successors are duly elected. The
second class, designated as Class B, shall serve until the last day of 1993
and until their successors are duly elected. The final initial class,
designated as Class C, shall serve until the last day of 1994 and until their
term of three years or until their successors are elected. The Council may
fill any vacancies on the Council however occurring, including enlargement of
the Council, by majority vote. The Council may remove a member of the Council
for cause at any time by majority vote after notice and an opportunity to be
heard or they may, by majority vote, remove any member who misses more
than two (2) meetings in a row. [Italicized section adopted August, 2000]
Section 3.04 -
Nomination and Election of Council Members. The Council shall nominate at least one member for election to the
Council for each seat to be filled and may nominate more members than there
are seats to be filled. In addition, the Council shall submit as a nomination
any member proposed for election by Members holding a total of at least ten
(10) votes, provided that such nomination is submitted in writing to the
Council no later than September 1 for election to the next class. The names,
addresses, occupations, club unit weeks, and other pertinent information of
the Council nominees shall be provided to the Membership after September 1
with directions for voting. Members may vote by written ballot in accordance
with direction or in person at the Annual Meeting. The results will be
announced at or as soon after the Annual Meeting as the results are
tabulated. Those nominees receiving the greatest number of votes shall be
elected to fill the vacant seats.
No member of the Council
may be related by blood or otherwise, married, employed or be an agent,
servant, employee or director and/or officer or have any financial interest
in the Development Company or Managing Agent for the Club, as heretofore
referred to.
A member or prospective
member of the Council must bring such relationship to the attention of all
members of the Council, in writing, and ask for a waiver of this prohibition
should he or she wish to stand for election. The Council must take a formal
vote and said waiver must receive at least a two third (2/3) majority vote of
all members of the Council. The vote may be taken by telephone and/or e-mail
means. [Italicized section adopted
December, 2007]
Section 3.05 - Meetings. The Council shall meet at least quarterly. One more
than one-half the duly appointed members of the Council shall constitute a
quorum for transacting business. Proxies shall not be requested from Council
members for the conducting of business at a regular meeting, nor honored if
presented. The chairman may call a special meeting of the Council at any
time, with at least five (5) full days notice via e-mail, fax, or overnight
mail to all Council members, and shall convene a special meeting when
requested to do so in writing by a majority of Council members. Any action
which may be taken by a vote of the Council may also be taken by written or
facsimile consent to such action signed by all Council members. At least one
meeting each year shall be held on the grounds of The St. George's Club, and
the Council shall endeavor to make agenda time available to receive reports
and suggestions from members of The Club staff. Other meetings may be held at
such places and times as may be determined by majority vote of the Council
members present.
Section 3.06 - Annual
Meeting. An Annual Meeting will be
held during the fourth quarter of each calendar year at a site chosen for its
relative accessibility to majority of Club members. The Annual Meeting may be
concurrent with a regular meeting of the Council. Club members,
representatives of the Developer and Managing Agent and guests specifically
invited by the Council shall be invited to attend. The meeting will be
conducted by the Council, and opportunity for appropriate comment will be
extended to those authorized to be present. Full information on all matters
to be acted upon shall be sent at least 20 days prior to the Annual Meeting
to all members for their information and comment. The Council may poll those
in attendance concerning their position on questions before the Council, or
may solicit such opinions from Club members in writing. However, the Council
alone shall take final action on the recommendations which it determines to
make to the Developer. The Annual Meeting shall precede the final completion
and adoption of the Developer's budget for the following year, and shall
include on its agenda a report to the membership by the Council reviewing
recommendations which have been proposed to the Developer concerning budget,
activities and programs, and members' Annual Assessment for the following
year.
Section 3.07 - Conduct
of Meetings. When in dispute as to
proper order or procedures in the conduct of any meeting, the latest edition
of Roberts Rules of Order at hand shall prevail.
ARTICLE IV
ORGANIZATION
Section 4.01 - Officers. A Chairman and Secretary shall be elected by the
initial Council, and shall serve until the first Council meeting in 1990.
Should either or both resign or otherwise vacate their office prior to that
meeting, the Council shall elect another of their number to the vacant
position. The Council shall, at its first meeting in each calendar year
beginning 1990, elect from among its members a Chairman and a Secretary and
any other officers it deems appropriate to serve for one year and/or until
their successors are duly elected. The Chairman and Secretary shall not
serve in these positions for more than two (2) consecutive years. The
Chairman shall convene and preside at all meetings of the Council, represent
the actions of the Council to the Developer, the Managing Agent and such
others as may have an interest in the Council activities, and shall sit
ex-officio on Council committees or in any other situation where the
collective voice of the Council requires representation. The Secretary shall
prepare and distribute promptly to Council members the minutes of each
meeting of the Council, shall conduct such correspondence as may be directed
by the Council or its Chairman, and shall, unless there is a Vice-Chairman,
preside for the Chairman in any meeting at which the Chairman is absent or
has requested the Secretary to serve for him. Any other officers shall have
such powers and responsibilities as the Council or Chairman designates.
[Italicized section adopted August, 2000]
Section 4.02 -
Compensation. Council members may
receive such reimbursement from the Developer for expenses incurred in the
conduct of their duties as they may determine. These expenses shall be
allocated to the members' Annual Assessment. No other compensation will be
received by Council members for their services.
Section 4.03 -
Committees. The Council may, from
time to time, create permanent or ad hoc committees from among its number, or
from the Club membership at large, in the exercise of its mission. Wherever
possible, these committees should be chaired by a member of the Council.
Committees shall make periodic report of their activities to the Council, and
shall be subject to the same rules and regulations as the Council itself.
Section 4.04 - Access to
Council Information. The
deliberations of the Council and its committees shall be private. Attendance
at Council meetings shall be closed except as invitations to be present are
extended by the Chairman, or requests to attend are accepted by a vote of the
Council. The action of the Council, however, shall be made available to any
Club member who requests them. Accurate minutes of every meeting shall be on
file at The Club for examination and copying by any Club member at any
reasonable time. A member wishing to examine the minutes shall make the
requests in writing, and shall defray reasonable expenses incurred by such
examination.
ARTICLE V
INDEMNIFICATION OF COUNCIL MEMBERS
Section 5.01 -
Indemnification by Developer.
Council members shall not be liable to Club members for any mistake of
judgment, negligence or otherwise, except for their own individual willful,
wanton misconduct or bad faith. The Developer shall agree to indemnify
Council members against all actions, suits, proceedings, claims, demands,
costs and expenses whatsoever which may be taken or made against this member
or incurred or become payable by the member in the course of the lawful,
conscientious and proper discharge of his council duties.
Section 5.02 -
Consideration Due Developer. In
consideration of Developer's indemnification, Council members shall commit to
serving on the Club Member's Advisory Council for a period of at least one
year-providing that a member may resign at any time with the written consent
of the Developer. Members shall abide by the Council's objectives and rules
in these By-Laws and elsewhere and shall in good faith discharge his duties
in a lawful, conscientious and proper manner at all times. Members shall
inform the Developer immediately should they become aware of any real or
potential claim which may cause the Developer to make any payment under this
indemnification, and will permit and assist the Developer to take immediate
and complete control of such claim without prejudicing his or the Developer's
defense of the claim. Expenses shall be the responsibility of the Developer.
Section 5.03 - Term of
Indemnification. Developer shall
indemnify Council members throughout their term of office, and for all claims
which may result from actions taken during their term of office, whenever and
wherever filled. Developer shall indemnify initial Council members and all
their successors, but this indemnification shall not be assignable without
the written consent of both Council and Developer.
ARTICLE VI
ADOPTION AND AMENDMENTS TO BY-LAWS
Section 6.01 - Amendment. Amendments to the By-Laws may be adopted by the
Council, upon their own initiative or in response to the requests or the
suggestion of individual Club members.
ARTICLE VII
REFLECT OF THE COMPLETION OF THE DEVELOPMENT PHASE
?OF THE CLUB PLAN
Section 7.01 -
Determining the Completion of Development. The Developer must complete construction of Club facilities-both
cottage units and services and recreational support elements-under the terms
of their license, at a date fixed and monitored by the Minister of Tourism
under the authority of the Timesharing Act. The Council, during its periodic
reviews with the Minister, his staff and/or the Developer, shall regularly
request information regarding the degree of completion, the nature of work in
progress, and planned, and current sales activity along with any financial
information the Council deems necessary for their reviews.
End of By-Laws
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