BY LAWS

ARTICLE I.

BOARD OF GOVERNORS

Section 1. The general affairs of the Club shall be managed by a Board of Governors who shall hold office for a period of three years each, unless they have been elected for a shorter period, and until their successors have been elected and qualified.

ARTICLE II.

GOVERNMENT

Section 1. The control, general management and supervision of the affairs, business and property of

the Club shall be entrusted to a Board of Governors consisting of:

(a) Fifteen (15) members or spouses of members of the Club, and

(b) The Headmaster of the GreenwichCountryDay School or a representative

designated by him, who shall ex‑officio be a member of the Board of Governors.

Section 2. The Board of Governors (other than the ex‑officio member of the Board provided for in Article II, Section 1) shall be divided into three classes of five members each and each class shall serve three years and/or until their successors are elected and qualify.

Section 3. All vacancies occurring in the Board of Governors shall be filled by the remaining members of the Board for the full unexpired term in which such vacancy occurs.

Section 4. The Board of Governors shall have the usual powers, including the following:

(a) To make rules for their own government and by a majority vote to drop from the Board any member who shall have absented himself from three (3) consecutive meetings without having presented an excuse for his absence satisfactory to the Board;

(b) To elect officers as hereinafter provided and by a two‑thirds vote of the entire Board to remove any such officer;

(d) To make such Club rules and regulations as the Board may deem advisable, including rules for the admission of strangers and guests;

(e) To admit members of the Club;

(f) To appoint a manager to perform such duties as may be assigned him by the Board; and

(g) By a vote of the majority of the Board to censure or expel any member of the Club from the privileges of the Club for any violation of the By‑Laws or rules or for any conduct not in violation of a rule which, in the sole opinion of the Board, is either improper, prejudicial or detrimental to the Club.

ARTICLE III.

DUTIES OF OFFICERS

Section 1. The Board of Governors, at their first meeting, after every other Annual Meeting of the Club, shall elect from their number based on a slate prepared by the Nominating Committee (see Article V, Section 5) and the outgoing President, a President, a Vice‑President, a Treasurer, a Secretary, and such other officers as the Board shall deem necessary. Such officers shall hold office for two (2) years, or until their successors shall have been duly elected.

Section 2. The President shall appoint the Chairpersons and define responsibilities of Committees for the various activities of the Club and such other Committees as the Board may deem necessary to assist in the management of the Club.

Section 3. The President shall preside at all meetings of the Club and of the Board of Governors; he/she shall have general supervision of the management of the Club; he/she shall perform all other duties incident to this office and shall be ex‑officio a member of Committees, except the Nominating Committee.

Section 4. The Vice‑President, in the absence or disability of the President, shall perform and exercise the powers of the President and shall perform such other duties as may be imposed upon him/her by the Board of Governors.

Section 5. The Treasurer shall collect and receive all moneys due the Club and shall have custody of the funds, securities, title deeds and other property of the Club; he/she shall keep the accounts of the Club and report thereon at each regular meeting of the Board of Governors; he/she shall pay all bills upon certification of their correctness by the proper Committee or in such manner as the Board may prescribe.

Section 6. The Secretary shall give notice of all meetings of the Club and of the Board of Governors and shall keep the minutes of such meetings; he/she shall conduct the correspondence and keep the records of the Club; he/she shall have custody of the seal and when authorized by the Board of Governors shall affix it to any instrument and otherwise perform usual duties pertaining to his office.

Section 7. The President or Vice‑President and the Secretary or the Treasurer shall execute all materials, agreements and contracts on behalf of the Club. Contracts for the provision of ice shall be executeable by the Chairperson of Hockey or figure skating.

Section 8. The funds in the Club's bank accounts shall be subject to withdrawal by the officers in such manner as the Board of Governors may from time to time direct.

ARTICLE IV.

EXECUTIVE COMMITTEE

Section 1. There shall be an Executive Committee of the Board which shall consist of the President, Vice‑President, Secretary, Treasurer and Chairpersons of Hockey and Figure Skating Committees. The Executive Committee may establish its own rules of procedure and may act, with or without a meeting, in such manner as it may determine. In intervals between meetings of the Board, the Executive Committee shall have and may exercise all the powers of the Board in the management of the property and affairs of the Club insofar as may be permitted by law. The Executive Committee shall also have such duties as may from time to time be assigned to it by the Board.

ARTICLE V.

STANDING COMMITTEES

Section 1. The following committees shall be appointed by the Chairperson of each committee and shall have the following responsibilities:

(a) Admissions Committee ‑ the Admissions Committee shall receive and review all applications. It shall submit all candidacies for membership to the Board of Governors for approval in accordance with Articles VII and VIII.

(b) Operations Committee ‑ the Operations Committee shall assume responsibility for the operations of the rink, the maintenance of ice making equipment, scheduling, ice rules, control of rink personnel, improvement and maintenance of the rink.

(c) House Committee ‑ the House Committee shall assume responsibility for the care, maintenance and internal management of the Club House, organizing membership social events and making rules for the use of the Club House by members and guests and for their conduct therein and to enforce observance of all such rules made by it.

(d) Figure Skating Committee ‑ the Figure Skating Committee shall be responsible for all figure skating classes, instructions, dance sessions, tests, judging competitions and arrangements for hiring of professionals.

(e) Hockey Committee - the Hockey Committee shall be responsible for all Hockey classes and scheduling of games and arrangements for coaches.

Section 2. Chairmen of Standing Committees should be members of the Board of Governors. When unable to attend Board meetings and when requested by the President, Committee Chairmen shall arrange for the attendance of a member of their respective committees.

ARTICLE VI.

MEETINGS AND ELECTIONS

Section 1. There shall be an Annual Meeting of the Club on or before the first day of June in each year at such time and place as the Governors shall designate, and an organizational meeting of the Board of Governors shall be held as soon thereafter as practicable.

Section 2. At the Annual meeting, fifteen (15) members of the Club present in person or by proxy shall constitute a quorum. If no quorum is present, the presiding officer shall adjourn the meeting to a later day and hour with the same effect as if held upon the stated day.

Section 3. Notice of the Annual Meeting of the Club shall be given in writing by the Secretary to the members of the Club at least two weeks in advance of the Annual Meeting.

Section 4. The President or a majority of the Board of Governors may call a Special Meeting of the Club at any time.

Section 5. The President on or before the 31st day of March in each year shall empower the Nominating Committee consisting of the Hockey Committee Chair, the Figure Skating Committee Chair and one at large member to be appointed by the President. The Nominating Committee shall within thirty (30) days after its appointment, nominate candidates for the Board in the place and stead of those whose terms expire at the next Annual Meeting or to fill vacancies created by resignations. The guidelines for the nominating process are that each Board member serves for one term, or longer if their participation in Club activities warrants an additional term. The nominating committee shall gather recommendations from the Executive Committee and then assess the overall composition of the Board prior to submitting a slate of candidates.

Section 6. The Board of Governors shall meet monthly while the Club is in operation.

Section 7. A special Meeting of the Board of Governors may be called at any time by order of the President or upon request to the Secretary by four members of the Board.

Section 8. One third (1/3) of the members of the Board shall constitute a quorum at all meetings. In the absence of a quorum the presiding officer shall adjourn the meeting to any later day and hour, with the same effect as if held on the stated day.

Section 9. The order of business at the Annual Meeting shall be as follows:

1. Approval of Minutes of last Annual Meeting.

2. Election of Directors.

3. Adjournment.

ARTICLE VII.

MEMBERSHIP AND ADMISSIONS

Section 1. The membership of the Club shall be limited to two hundred and fifty (250) members. The Secretary shall certify to the Board of Governors, upon request, the number of members in the Club.

Section 2. Persons twenty‑one (21) years of age and upwards shall be eligible for election as regular members. Membership shall include Club privileges for spouses to whom a member is married at the time of election to membership in the Club (or to a spouse to whom such privileges have been accorded by the Board of Governors, in their sole discretion, upon application of the member). Club privileges shall be extended to unmarried daughters and sons under the age of twenty‑one (21) years, residing at home or attending undergraduate courses of education of college.

Section 3. Upon death of a member or resignation of a divorced member, the former spouse of such member may apply for transfer of the membership to such spouse. The Board of Governors may or may not, in their sole discretion, permit such transfer.

ARTICLE VIII.

ADMISSIONS AND RESIGNATIONS

Section 1. Candidates for election to membership shall be proposed by a member of the Club. All proposals for election to membership shall be made to the Board of Governors addressed to the Chairman of the Admission Committee on the admissions form provided by the Club. Before considering any proposal, the Admissions Committee shall have before it a letter from the proposer and a completed application.

The Board of Governors shall not act upon any such proposal unless the candidate shall be personally known to at least (a.) two members of the Admissions Committee, and (b.) two members of the Board of Governors who are not members of the Admissions Committee.

Section 2. Members of the Board of Governors and spouses and members of the Admissions Committee and spouses may not propose candidates for membership to the Club.

Section 3. Candidates for membership shall be voted upon by the Board of Governors by ballot and more than one adverse ballot shall constitute a rejection.

Section 4. All resignations must be made in writing to the Board of Governors. The liability for dues of a member resigning shall cease as of the annual dues date next succeeding the date of his resignation. (A resigned member remains responsible for any indebtedness to the club incurred during his period of membership.)

Section 5. Former members applying for admission will not be exempt from payment of an initiation fee and must submit an admissions form to the Admissions Committee.

Section 6. As respect to former members of the Club, the Board of Governors may at its discretion waive one or more of the requirements of Article VIII.

ARTICLE IX.

INITIATION FEES AND DUES

Section 1. An initiation fee to be determined by a majority vote of the Board of Govenors annually shall be payable within thirty (30) days after a member has been notified of his or her election.

Section 2. The annual dues of members shall be payable within thrity (30) days after a member has been notified of his or her election.

Section 3. The Board may assess the members of the Club from time to time in such amounts and on such terms as may be necessary to meet extraordinary obligations of the Club, provided that such assessment shall have been approved by a two‑thirds vote of those members thereof present at any regular meeting, and provided further that notice of such meeting, setting forth the proposed assessment, shall have been mailed to each member of the Board of Governors at least fifteen days in advance of such meeting.

ARTICLE X.

INDEBTEDNESS AND PENALTIES

Section 1. Any member who shall fail to pay the initiation fee, dues or assessment within thirty (30) days after receipt of a statement therefore, or by such later date or dates as the Treasurer shall have agreed to, shall be considered to have forfeited his right to membership unless such failure shall be expressly excused by the Board.

Section 2. As soon as practicable after the first day of each month, a notice shall be sent to each member stating the amount of his indebtedness for the preceding months and requesting him to pay the same before the first day of the next succeeding month.

Section 3. A member introducing a person to the Club as a visitor or guest shall be liable for all charges incurred by such visitor or guest.

ARTICLE XI.

VISITORS AND GUESTS

Section 1. Guests of members may be admitted to the privileges of the Club when accompanied by such member, on such terms and conditions as the Board of Governors may prescribe. A charge of $10.00 will be made for each guest per day.

Section 2. The Board of Governors may from time to time, for terms and on conditions to be fixed by it, extend the privileges of the Club to such other person or organization as it shall determine.

ARTICLE XII.

ADDRESSES AND NOTICES

Section 1. Every member shall furnish to the Secretary an address to which all notices and documents required by the By‑Laws to be sent to him may be sent by mail or otherwise. All notices and documents shall be deemed to have been duly sent and served when posted or otherwise forwarded to the address furnished by such member or visitor.

ARTICLE XIII.

DISCIPLINE

Section 1. A member violating any rule of the Club or acting in an unbecoming manner may be penalized by the Board to include censure, temporary suspension or expulsion. The member may request an opportunity to be heard at a meeting of the Board.

Section 2. Any member of the Board or authorized person may at any time for cause temporarily suspend for one or two days any person from the privileges of the Club or for such longer period as may be determined by an officer of the Club.

Section 3. A suspended, dropped or expelled person may not enter the Club premises as guest or otherwise.

Section 4. A member shall be responsible for all damages to the Club which are directly attributable to him, members of his family and his guests.

ARTICLE XIV.

AMENDMENTS

Section 1. The Board of Governors shall have power to amend these By‑Laws by a two‑thirds vote of those members thereof present at any regular or special meeting. Notice of such meeting shall be mailed to each member of the Board at least fifteen (15) days in advance thereof, setting forth the proposed amendment or amendments.

Section 2. The decision of the Board of Governors shall be final with respect to all questions of construction of the By‑Laws.