Articles of Association – Esbjerg Golf Club
§1
Name and registered address
- The name of the club is Esbjerg Golf Club (EGK)
- Esbjerg Golf Club (EGK) has its registered address in Esbjerg Municipality.
The club has an obligation to be a member of the Danish Golf Union and Esbjerg Idrætsforbund.
§2
Purpose
EGK must run golf facilities and organise the joint sports activities so that the members of the club can play the game of golf at all levels under the best possible conditions.
§3
Members
EGK admits physical persons as members.
Amateurs as well as professional golf players who are members of the DPGA or another recognised professional association can become members.
Members are divided into categories for the purpose of differentiating subscription fees, entrance fees, and playing rights.
The subscription fees and categories adopted each year by the annual general meeting, which must be held not later than 1 April, are effective for the following calendar year, hereinafter referred to as the subscription year.
Proposals for categories are discussed at the annual general meeting under item 4 on the agenda, cf. §9.
Obligatory categories include:
- Juniors – until and including the 18th year.
- Young adults – from the 19th up to and including the 25th year
- Adults – from the 26th year and up.
- Passive
Active members who have been a member for at least 1 subscription year can switch to a passive membership.
For capacity reasons, the board can determine a maximum for the total number of members, or a maximum number for each membership category.
If this happens, a waiting list will simultaneously be introduced.
Passive members, however, have a priority right to switch to an active membership.
§4
Application for and resignation from membership and change of membership category
Application for membership, resignation from membership, and requesting to change membership category are done on application to the general office of EGK.
The board makes the decision regarding admission.
For persons under 18 years of age, the application must be signed by a parent or a legal guardian.
The membership is valid for the calendar year.
The general office of EGK must be informed about resignation from membership.
The notice must be in writing.
If the resignation is received on or before 1 December in the year before the subscription year, payment of the subscription fee will be cancelled for the subscription year.
When resigning from membership during the year, a member is not entitled to any pro rata subscription fee refund.
When resigning from membership, a member is not entitled to any entrance fee refund.
Requesting to change the future membership category must be done in writing and on or before 1 December in the year before the subscription year.
§5
Entrance fees and subscription fees
The annual general meeting sets the amount of the subscription fees and entrance fees, which are charged by the members.
The annual general meeting can give the board the power to set the entrance fee rates, except for juniors and young adults, who do not pay entrance fees.
This power, which has effect for the current calendar year and the coming subscription year, is addressed under item 4 on the agenda, cf. §9.
Upon being admitted to the club or switching membership category, active members pay an entrance fee.
Junior members pay no entrance fee.
Young adult members pay no entrance fee.
When transitioning from young adult to adult membership, half of the entrance fee which applied at the time of application for membership must be paid.
If the entrance fee has since been reduced or been cancelled completely, this lower rate must be paid.
The subscription fee is due on 1 January in the subscription year and is charged in the middle of January.
§6
Arrears
No member in subscription arrears after 1 February has the right to use the club facilities.
Subscription arrears in excess of 1 month from the due date lead to expulsion unless the board finds reasonable grounds to make an exemption from this.
Resumption of membership is only possible once the arrears have been paid.
§7
Rules of conduct and disciplinary sanctions
Golf is played in accordance with the rules and regulations laid down by The Royal & Ancient Golf Club of St Andrews.
Furthermore, the handicap and amateur rules laid down by the EGA and the Danish Golf Union apply.
The board can lay down rules for the completion of play on the courses and the use of the practice facilities, equipment and premises.
Violation of the rules laid down by the board can be sanctioned by the board with a suspension for a specified period or, upon repeated and serious violation, expulsion from the club.
All sanctions must be communicated in writing by the board to the member and must be sufficiently motivated.
A decision on expulsion can be referred to the Amateur and Regulations Committee of the Danish Golf Union.
§8
Annual – and extraordinary general meeting
The general meeting is the supreme authority of the club.
The annual general meeting must be held each year in Esbjerg before 1 April.
The board summons the annual general meeting with at least 14 days’ notice by advertising in the local press and posting in the clubhouse as well as on the club’s website.
The notice must contain the agenda and render the proposed motions to be discussed, including motions for subscriptions fees etc.
Together with the notice about the annual general meeting, and not later than 10 days before the holding of the annual general meeting, the following documents must be made available on the club’s website: annual accounts, budget for the current year with motion(s) for subscription fees, the board’s annual report as well as any motions from the board or members with comments by the board.
An extraordinary general meeting is held at the decision of the board or after a written request from at least 75 active voting members.
The request must contain the topic and motion(s) that is/are requested to be discussed.
Notice of the extraordinary general meeting must be given not later than 3 weeks after the board’s decision to hold one or after receiving the request.
The notice must moreover be given like for the annual general meeting.
The general meeting is chaired by a non-board chairman of the meeting elected by the assembly.
Regarding what occurs at the general meeting, especially the resolutions made by the assembly, a short report must be made, which is entered in the club’s minute book, which is signed by the chairman of the meeting.
A copy of the club’s minute book thus signed must be considered fully proving in every respect.
§9
Agenda
At the annual general meeting, the following items are discussed:
1. Election of the chairman of the meeting.
2. The board’s report on the club’s activity in the past year.
3. Presentation of the audited accounts for the past year for approval.
4. Setting the subscription fees for the subscription year.
5. Presentation of the budget for the present year for approval.
6. Discussion of motions received by the board and members.
7. Election of the board.
8. Election of the auditor.
9. Any other business.
Members are entitled to submit motions for discussion at the annual general meeting. Motions must be submitted in writing to EGK’s general office not later than 21 days before the general meeting.
§10
Voting eligibility
Active members of legal age who are not in subscription arrears are entitled to vote.
Each voting member has one vote.
Voting by proxy is not possible.
As a general rule, the general meeting settles all matters by a simple majority vote.
The following matters require a 2/3 majority of the votes cast to be adopted:
- Amendment of the Articles of Association
- Purchase of land
Every member can demand a secret ballot.
§11
Club management
The board is in charge of managing the club’s affairs.
The general meeting elects the chairman of the club and 4 other board members as well as 2 alternating board members.
Eligible for the board are all active members of legal age who are entitled to vote.
However, members financially depending on or occupying a paid position in the club are not eligible for the board.
The chairman, 4 board members as well as 2 alternating board members are elected for a 2-year term so that 2 board members and 1 alternating board member are elected at each general meeting.
Re-election can take place.
To be eligible as a board member at a general meeting, the interested party must be present or have submitted a written consent to accept the election.
The board elects its own deputy chairman and treasurer and sets up the necessary committees.
The board lays down its own rules of procedure.
In the absence of the chairman, the deputy chairman shall act as chairman.
In case of further vacancy, the board can add to its number until the next general meeting.
The board is legally competent to transact business when at least half of its members are present.
All matters are decided by a common majority vote.
Minutes are kept of the board’s discussions.
The board is entitled to act on behalf of the club with binding effect for the club in all matters.
Laying out a new course, buying or selling real estate, however, requires the approval by a general meeting.
With the authority of the general meeting, the board is entitled to seek permission for the club to run a restaurant/bar with the right to serve on the premises.
The board sets the green fee prices and decides on any discount schemes.
For the liabilities incurred by the board on behalf of the club, the club’s assets alone are liable.
The chairman and the deputy chairman jointly or one of these in combination with the treasurer sign for the club.
The club’s financial circumstances are handled by a recognised bank chosen by the board.
§12
Committees
The board sets up the necessary committees and nominates the committee chairmen.
The committee chairmen subsequently nominate the rest of the committee.
§13
Accounts
The club’s accounting year follows the calendar year.
The accounts must give a true and fair view of the club’s assets and liabilities, results, and financial position.
The annual accounts for the past year must be supplemented by a budget for the coming year consisting of a profit budget, a balance sheet budget, investments, and financing.
§14
Auditing
The accounts are examined – subject to the Danish regulations for small businesses – by a certified or registered public accountant chosen by the general meeting.
§15
Dissolution of the club
The decision to dissolve the club can only be made at an extraordinary general meeting.
In order for a dissolution to be passed, at least half of the club’s active members must be present, and the resolution must be passed by 2/3 of the present voting members.
If no sufficient number of members are present, but the proposal is passed by 2/3 of the present voting members, the board must summon a new extraordinary general meeting with at least 10 days’ notice, which must be held not later than 4 weeks after the first extraordinary general meeting.
Subsequently, the proposal can be passed by 2/3 of the present voting members.
In case of the club being dissolved, the club’s assets must be used for non-profit purposes in Esbjerg Municipality within the scope of The Danish General Adult Education Act.
- Adopted at EGK’s general meeting on 27 February, 2012.
- Amendment of §5 adopted at EGK’s general meeting on 18 February, 2013.
- Amendment of §11 adopted at EGK’s general meeting on 24 February, 2014.
- Amendment of §3, 4, 5, 6, 8, 9, and 14 adopted at EGK’s general meeting on 28 February, 2017.
