Rules and Regulations

Name

The name of the club is
“The Riviera Golf Club, inc. “ (the “Club”)

Address

The registered address of the Club is:
By-Pass, Road, Aguinaldo Highway,
Silang, Cavite, 4118 Philippines

Authority

The Club reserves all rights and is and shall be fully entitled to, at any time or from time to time in its sole and absolute discretion, (a) alter, revoke, or add to all or any of these Rules; (b) make additional Rules or any other regulations whatsoever relating to the Club and such additional rules and regulations shall be deemed to be binding and incorporated into these Rules.  All rules and regulations made by the Club in its sole and absolute discretions shall be binding to all members, nominated individuals, their respective spouses, children and guests, and all other persons whatsoever at or within the Club.

Definitions

In these rules, unless the context otherwise provides or requires:

     •    “Rules” means these rules and regulations, as the same may from time to time be altered, revoked, or added to by the Club.
     •    “Club” means The Riviera Golf Club.
     •    “Clubhouse” means the premises of the Club.
     •    “Club Premises” means the whole area of the Club inclusive of the Golf Clubhouse, Golf Courses, and other areas of the Club.
     •    “Committee” means any committee constituted by the Club.
     •    “Golf Course” means the Golf Course owned by the Club and used by the Club.
     •    “Member” means a member of any class of membership of the Club, and has been accepted as such.
     •    “Office” means the administration office of the Club within the Club premises.
     •    “Staff” means the employees of the Club.
     •    “Club Dues” means the monthly dues for the maintenance and upkeep of the Club Premises.
     •    “Green Fee” means a guest fee for the use of the golf course.

Words purporting the singular number include the plural number and vice versa; words purporting a gender include every gender; references to a person include references to an individual firm, body corporate or incorporate.

Principal Office

The principal office of the Club is in Silang, Cavite.

Term of Existence

The term for which the Corporation is to exist is fifty (50) years from and after the date of incorporation.

Committees and Manager

The Club, through its Board of Directors, may, at any time as it may consider appropriate create such committees, as it may deem necessary and appropriate for the orderly operation of the Club.

The Club through its Board of Directors, may also entrust to and confer upon the Manager any such powers, acts, and matters to be performed by the Club under these Rules.

Membership

Membership in the Club is a privilege.  A holder of a share of stock of the Corporation is not ipso facto a member of the Club.  He must be admitted for membership or may assign his rights to an assignee who must likewise be admitted for membership.  Only by the action of the Board of Directors may a person be admitted to membership subject to the limitations provided for herein.

Classification of Membership

Membership in the Club shall consist of Regular, Assignee, Honorary and Founding Members.

REGULAR MEMBERS.  Regular members are natural persons who are registered owners of shares of stock and duly designated nominees of juridical entities in whose names the stock certificates have been issued.  Regular members, who are natural person and nominees of juridical entities, are entitled to use all the facilities and privileges of the Club, subject to the rules and regulations of the Club, and shall have the right to hold office.

A juridical entity owning one (1) Class “A” or Class “B” Common share may designate in writing (or in cases of corporations and associations, by resolution of the Board of Directors or Trustees) only one person for each share of stock registered in its name in the books of Corporation; Juridical entities owning Class “C” Common shares may, by resolution of the Board of Directors or Trustees, designate two (2) nominees to the Club, however, only one (1) nominee, as designated in the Board Resolution, may vote.  Such representative(s), upon approval of the Board, shall be admitted as Regular member(s) and shall be entitled to all privileges of the Club provided that a fee, in such amount as may be prescribed by the Board of Directors, shall be charged for every change in the designated nominee of the juridical entity.

A corporate nominee must be a Director or bonafide employee with executive status f the company assigning the share.  The corporate nominee is automatically ineligible when he ceases to be a director or employee with executive status of the company, and upon certification of loss of tenure.

ASSIGNEE MEMBERS. Assignee members are natural persons who are assignees of rights of stockholders.  Assignee members shall be entitled to use all facilities and privileges of the Club, except the right to vote, the right to hold office, and the right to the assets and property of the Club.  The assignee shall assume the payment of monthly dues as well as other charges or assessments that the Board may impose from time to time.  In the event of delinquency on the part of assignee, the assignor-stockholder shall be held liable therefore.

In the event of an assignment, the assignor shall totally forfeit his right to use all Club facilities.  No partial assignments shall be allowed.

In case of sale of the assigned share of stock or in case of withdrawal in writing, the assignee’s privileges of membership are automatically terminated from the date of receipt of sale or withdrawal.

HONORARY MEMBERS.Honorary membership shall be automatically extended to the incumbent President of the Philippines, the incumbent Governor of Cavite and the Mayor of the Municipality of Silang, Cavite.

FOUNDING MEMBERS.Founding members shall be composed of the original incorporators or subscribers of the Corporation who are holders of Founders’ shares.

Founding members who are owners of Founders’ shares have the sole right to vote and be voted as Directors within a period of five (5) years from the time of incorporation.  After the lapse of the five-year period, the rights to vote and be voted upon of all the shares shall be revived, putting all shares on equal footing with respect to voting rights with the common shares.

Qualifications for Membership

The following are the minimum qualifications for individual membership to the Club.

     •   Of legal age;
     •   Of good moral character; and
     •   A registered stock holder of at least one (1) share of the Club’s stock or an assignee of a registered stockholder.

The Board of Directors may, in its discretion, provide for such other qualification for membership as it may deem necessary.

Procedure for Application

Stockholders or their assignees desiring to become members shall file an application for membership in the form prescribed by the Board of Directors, which shall be posted and published in such place or places or places as the Board of Directors may prescribe for a period of at least thirty (30) days prior to his election.  The Board of Directors upon prior screening by the Membership Committee shall pass upon all applications and at least a majority vote of all the incumbent members of the Board shall be required for approval.  Only upon the approval of the application by the Board of Directors shall the newly elected member be entitled to all the rights and privileges of a member as set forth hereunder.  The Board of Directors may, at its discretion, prescribe the rules and regulations governing the application and acceptance of membership.

Members of Family, Guest and Visitors

Immediate Members of the Family. The immediate members of the family of a member in good standing are entitled to use all the Club facilities subject to such limitations, rules and regulations as the Board of Directors may prescribe form time to time.  The immediate members of the family of a member who shall consist of such member’s legitimate spouse as well as unmarried children below twenty –five (25) years, shall have the rights to use all the facilities of the Club; provided however, that the Board of Directors may impose additional fees, dues and assessments on any members with dependent(s) 23 years but below 25 years of age.  

Guests.Guests are non-members who, upon invitation of and accompanied by a member in good standing, may be extended the privileges of the Club.  The Board of Directors shall adopt rules and regulations governing the use by guests of the Club’s facilities and prescribing the fees to be paid by them.

The privilege of members to invite guests may be suspended by the Board of Directors at any time at its discretion.  Guests shall have the right to use all the facilities of the Club but shall not have the right to introduce other guests.  Members and their immediate families shall have priority over guests in the use of all Club facilities.

A member shall be responsible for all debts and liabilities to the Club that may be incurred by any person introduced by him as a guest.  Refusal to assume this responsibility may subject the members to suspension.

Visitors.Visitors are non-members who are unaccompanied by members and who are allowed by management to use the facilities of the Club from time to time, subject to the pertinent rules and regulations and fees prescribed by the Board.

RIGHTS OF A MEMBER

     •   The Club will provide for the use of its members a 36-hole golf course, Clubhouse and such other facilities and conveniences as the Club may deem appropriate.  The use of these amenities and facilities are subject to the terms and conditions that the Club may in its sole and absolute discretion determine.
     •   Each member is, subject to the obligations and liabilities on his part as a member, entitled to use and enjoy in common with other members the facilities of the Club in accordance with these rules and other regulations.
     •   The rights and privileges of a member are personal to himself and are not and shall not be assignable or otherwise transferable by any act or omission of such member, except whereby allowed under the terms of Transfer covered by the Club’s By-laws.  Each member by becoming a member undertakes with the Club that he shall not charge, pledge, or otherwise encumber all or any such rights and privileges.  Al rights and privileges of a member shall cease upon such member ceasing to be a member for whatever cause.
     •   Founder, Proprietary A or B, Corporate Nominees, Assignee and Honorary members are exempt from paying green fees for use of the golf courses.  They will be afforded access to all other facilities of the Club that are free of charge, but will be responsible for the payment of fees for services rendered by the Club.
     •   Proprietary A or B, Corporate Nominees and Assignee members shall be liable for the payment of the Club dues set on an annual basis by the Management upon yearly review.
     •   A Founding or Honorary Members is exempt form paying monthly dues.

Duties and Liabilities of a Member

To actively promote and support the Club.

To maintain the honor and reputation of the Club.

To pay all liabilities, dues and assessments promptly.

A member shall be responsible and liable for any and all injuries and damages to the Club and/or to a guest of any member and or to any third person or property incurred from act of such member and/or his family member and/or his companion.

A member shall conduct himself at all times in a lawful and responsible manner.

Transfer of Membership

Only a Founder, Proprietary A or B, and Corporate stockholder may make a transfer of membership of Stock to a third party.  The transferor shall make clear his intention to transfer the membership in writing to the Club.  The transfer of membership to a third party is subject to the approval of the Club.

In a case where a resolution is passed by the Club to admit the transferee as a Founder, Proprietary A or B, or Corporate member to replace the transferor,  the transferee shall assume the rights and obligations of the transferor from the date of the adoption of the said resolution by the Club. 

The application for transfer of membership shall be made in accordance with procedures from time to time established by the Club.

The transferor shall pay a transfer fee in such sum as shall from time to time be determined by the Club.

No person shall become or be regarded as a member unless and until the Board of Directors have formally accepted him as a member.

The rights and privileges of an Honorary member are exclusive and cannot be transferred or inherited by his heir or other person.  Such an Honorary membership pertains to the office and not to the person – the same shall also be extended to the named officer during his incumbency.

Dues, Fees and Other Assessments

The Board of Directors shall fix and review from time to time the amount of monthly dues of the Club as well as other fees charged for the actual use of the facilities of the Club.  The Board of the Directors shall also fix from time to time the amount of assignment fees for the assignment of playing rights, transfer fees for transfer of shares, corporate nominee fees for changes in corporate nominee, as well as other fees, dues and assessments that the Board may from time to time deem appropriate.  The Board of Directors may, in its discretion, likewise impose dues, fees and other assessments equal to those imposed upon the members to all stockholders who have not yet activated their shares by applying for membership.  The shares of stock held and owned on record by the stockholders to whom the Cub originally issued shares to shall not be liable for the above-stated fees and assessments prescribe by the Board of Directors until such shares of stock are sold by said stockholders to the public.

Stockholders/members shall be subject to the payment of monthly dues in an amount as may be prescribed by resolution of the Board of Directors to meet the expenses for the general operations of the Club, and the maintenance and improvement of its premises and facilities.

Class “A” or “B’ Common shares which are held by juridical entities shall be assessed the monthly dues for one (1) assignee.  Class “C” Common shares shall be assessed the monthly dues for two (2) assignees whether these assignees have been name or not.  The company shall have ultimate liability of these monthly dues.

Billing, Posting, and Delinquent Stockholders/Members

The club shall bill all stockholders/members monthly.  As soon as possible after the end of every month, a statement showing the amount of the bill of a member for said month will be prepared and sent to him.  If the bill of any stockholder/member remains unpaid by the end of the month following that in which the bill was incurred, the Treasurer shall notify him that if his bill is not paid in full by the end of the succeeding month, his name will be posted as delinquent the following day at the clubhouse bulletin board.  While posted, a member, the immediate members of his family and his guests cannot avail of the facilities of the Club.

Stockholders/Members on the delinquent list for more than 60 days shall be reported to the Board and their shares or the shares of the juridical entities they represent shall thereafter be ordered sold by the Board at auction to satisfy the claims of the Club as provided for herein.  A stockholder/member may pay his overdue account at any time before the auction sale.

During delinquency, dues and other assessments shall continue to accrue upon the stockholder/member.

Lien on Shares; Sale of Shares at Auction

The Club shall have a lien on every share of stock to secure debts of the stockholders/members to the Club.  This lien shall be annotated on the certificate of stock and may be enforced by the Club in the following manner:

     •    Within ten (10) days after the Board has ordered the sale at auction of a share of stock for indebtedness, the Secretary shall notify the owner thereof, and shall advise the Board of Directors of such fact;
     •    The Secretary shall then give notice to all registered stockholders and members of the Club of the availability of a share of stock for sale at auction at a specified date, time and place, and shall post a notice to that effect in the Club bulletin board for at least ten (10) days prior to the auction sale;
     •    On the date and hour fixed, the Secretary, or any other person authorized by the Board, shall proceed with the auction by viva voce bidding and award the sale of stock to the highest bidder.  The minimum bid per share, which may be set equal to the unpaid fees due to the Club, shall be reasonably determined and fixed by the Board of Directors from time to time in the best interest of the Club;
     •    The purchase price shall be paid by the winning bidder to the Club within 24 hours after the bidding.  The winning bidder of the representative in the case of a juridical entity shall become a stockholder upon payment of the purchase price and issuance of a new stock certificate in his name or in the name of the juridical entity he represents; provided that the winning bidder shall be required to apply for membership as provided for in these By-laws.  The proceeds of the sale shall be paid by the Club to the selling stockholder after deducting his obligations to the Club including expenses incurred in the auction sale;
     •    If no bids be received or if the winning bidder fails to pay the amount of his bid within 24 hours after the bidding, the auction procedures may be repeated form time to time at the discretion of the Board of Directors until the share of stock be sold;
     •    If the proceeds from the sale of the share of stock are not sufficient to pay in full the indebtedness of the stockholder/member, including the expenses incurred in the auction sale, the stockholder/member shall continue to be obligated to the Club for the unpaid balance.  If the stockholder/member whose share of stock is sold fails or refuses to surrender the stock certificate for cancellation, cancellation shall be effected in the stock and transfer book of the Club based on the record of the proceedings, and such cancellation shall render the unsurrendered stock certificate null and void

Liability and Accident

     •    The Club, the Manager, its respective employees and agents acting on behalf of any member or guest shall not be held liable whatsoever in respect of any losses, damages, or injury suffered by the member or guest whilst at or on the premises of the Club.
     •    Each member shall indemnify and keep indemnified the Club or the Manager in full by payment in cash on demand by the Club or Manager ion respect of and against all claims, demands, losses, damages, cost, expenses, and other liabilities whatsoever which may be or shall have been brought against the Club for such acts by the member or guest for breach of these Rules.
     •    A member or guest who is involved in an accident of any kind whilst on the premises of the Club, must report the particulars of the accident to the Manager as soon as possible and in any event within twenty-four (24) hours of the occurrence of such accident.

Suspension and Expulsion

The Board of Directors, by the affirmative vote of the majority of all its members, may reprimand, suspend or expel by a vote of 2/3 of all of its members, a member on any of the following grounds:
     •    Violation of the Articles of Incorporation or of the By-laws;
     •    Violation of the rules and regulations adopted by the Board of Directors; or
     •    Acts or conducts of the member inimical to the interest and purposes of the Club.

The member concerned shall be informed of the charges against him in writing and may appeal to the general or special meeting of stockholders whose decision shall be final.  The vote of majority of the stockholders present in such meeting shall be final.

The suspension or expulsion of a regular member shall automatically include the suspension or expulsion of the member’s dependents.  If a nominee or assignee of a stockholder is suspended or expelled by reason other than delinquency in the payment of accounts, only the erring nominee or assignee shall be disciplined.  However, dues and other assessments continue to accrue during the time of suspension.

Surrender of Stock Certificate. Any stockholder who is expelled from membership in the Club must surrender his stock certificate within thirty (30) days from notice of his expulsion.  The said shares shall be sold at a public auction to the highest bidder and the proceeds of such sale less expenses shall be turned over to the expelled stockholder within thirty (30) days upon full payment of the same by the buyer.  Upon failure of the stockholder to surrender his certificate, the Club shall cancel the said stock certificate in the name of the stockholder and issue a new one in the name of the Club.  The new share in the name of the Club shall be sold at a public auction and the procedure for the sale of surrendered shares shall be observed.

Granting of Exceptions / Waiver

     •    The Club reserves all rights in its sole and absolute discretion, to waive compliance with or grant exceptions to any of these Rules.
     •    Any act to be done or performed or attended to by the Manager under these Rules may be done, performed or attended to by the Club in its sole and absolute discretion.
     •    The Club whose decision on any point or matter shall be final and conclusive and binding on all members and other parties concerned shall determine any matter relating to these Rules and application thereof.

Dispute

Any matter relating to these Rules or any other regulations of the Club shall be determined by the Club whose decision on any point or matter shall be final and conclusive and binding on all members and other parties concerned.

Governing Law

These Rules are governed by and shall be constructed in accordance with the laws of the Republic of the Philippines.

Suggestions and Complaints

     •    A member who wishes to complain about or give comments on any matter related to the Club or suggest improvements to the Club may do so in writing to the Manager.
     •    If a member has grounds for complaint against another member, such complaint must be made in writing to the Manager.
     •    A member shall not reprimand any member of the staff or a caddie for alleged misconduct.  If a member feels that disciplinary action should be taken against a member of staff, either by way of warning or dismissal, the member concerned must make his claim in writing to the Manager with full details of any behavior or action that offended the said member.

Meals and Refreshments

     •    The Manager shall determine the price and size of portions of food, and the price and size of measures of beverage offered for sale at the Club.
     •    Meals, beverages and other refreshments shall only be consumed in the dining rooms or other outlets within the Club premises at which such goods are offered for sale, but members and their guest may carry drinks purchased from the Club to the golf course during the course of a round provided they do not litter the golf course.
     •    No member shall bring on to the Club premises his own food, drink or other refreshments except:
          •    when this is necessary for medicinal purposes;
          •    in the case of wine, only upon payment of such corkage charge as may be prescribed by the Club from time to time.

Purchase of Golf Balls

Members and guests shall not purchase golf balls from any person within the Club premises other than from the Proshop.

Dress Code and House Rules

     •    On the Club premises, members and guests shall at all times observe a reasonably conservative standard of dress, having regard to tropical conditions.
     •    Walking around barefooted is not permitted.
     •    Slippers and sleeveless shirts are not allowed.
     •    The Club reserves that right to eject any member or guest whose attire and/or general appearance is detrimental to the Club’s reputation.
     •    Smoking is not permitted in the Grill Room, Membership office, Proshop, or the locker rooms.
     •    Parents are directly responsible for their children’s misbehavior or breach of Club rules. 
     •    Pets of any kind and other animas may not be brought on to any part of the Club premises.

Abandoned Articles

Any property which is left unattended on any part of the Cub premises (except when stored in a personal locker) may be collected by the staff and stored in accordance with the instructions of the Manager.  If any property is left unclaimed for more that six (6) months form the date of storage,  the Club may dispose of the articles in the manner it chooses appropriated.  Upon any sale of such items,  the proceeds will belong to the Club exclusively.

General House Rules

Membership to Riviera Golf Club is a privilege accorded to a stockholder that may be withdrawn either temporarily or permanently by the Board of Directors in extreme cases.  The membership is therefore reminded to adhere to the Club Rules.
     •    Welcome Cocktail Party for newly approved member;
          •    The Temporary Membership Card is valid for only five (5) months from the date of issuance and is non-extendable.  It becomes invalid once the member has received his/her Permanent Membership Card.
          •    All newly approved members are REQUIRED to attend the Welcome Cocktail Party so they can meet members of the Board of Directors and club Management Staff.  Their Permanent Membership Card will be issued to them during the occasion,  No attendance, No Permanent Membership Card.
          •    A new member may attend any welcome Cocktail Party within three (3) months after his/her membership has been approved.  Unless there is an announcement on the change of date. The Welcome Cocktail Party is held every last Friday of the Month.
          •    Attendance in the Cocktail Party is a REQUIREMENT in order to be fully accepted as  a member of the Riviera Golf Club.  The Club reserves the right to recall the membership issued to a member who fails to attend this affair within the period given.  In the event that the membership is recalled.  There will be no refund of the processing fee.
     •    Smoking is not permitted in the Gril Room,  Membership Office, ProShop and the Locker Rooms.
     •    Parents are directly responsible for their children’s misbehavior or breach of Club rules.
     •    Pets of any kind and other animals may not be brought on to any part of the Club premises.
     •    The Club shall be open seven (7) days a week, except on Board designated dates.
     •    Passport System. Cash will not be accepted in any outlet.  Members, their dependents and holders of valid guest cards may avail of signing privileges through the passport system.  Members and guests are required to surrender their passports and checkout prior to departing the Club.
     •    Club properties shall not be taken out of the premises without written consent of the General Manager or the Board of Directors.  Members shall be charged with the replacement value of any property of the Club that is damaged by the members due to deliberate wrongful acts or negligence.
     •    Use of personal radios, transistors, television sets, and loud speakers are not allowed.  Only cellular phones/hand held radios (walkie-talkie) are permitted.
     •    No food, drinks or other refreshments may be brought onto the Club’s premises.
     •    There will be no sale of alcoholic beverages and cigarettes to minors.
     •    All “back of the house” areas of the Club are restricted to employees of the Club.
     •    Bodyguards, private security and drivers are not allowed within the premises of the Clubhouse.
     •    The carrying of firearms within the premises is limited only to Club security personnel in uniform and security guards accompanying the President of the Republic.
     •    Members who have been suspended or expelled are banned from the Club and may not enter its premises even as a guest of a member.
     •    Minors are not allowed to introduce guests to the Club.
     •    Members must identify themselves by presenting their membership cards when requested to do so by an employee.
     •    Guests who are properly registered at the Reception may enjoy all the facilities open to bonafide members except in such areas that the Board of Directors may designate from time to time.
     •    Marshals shall be appointed by the management to control the course traffic and behavior. Slow players will be told to give way to faster ones if the Marshal sees more than one clear hole ahead. If he witnesses extreme cases, he may request a player or players to stop playing for the good of the majority or the preservation of the golf course.
     •    The Golf Course Superintendent reserves the right to temporarily close particular areas of the course for maintenance and for any other valid reason.
     •    Violators of rules shall be reported to the Board of Directors who may summon the violator for further discussion before disciplinary actions are meted out.
     •    Rules of the Club may be changed from time to time at the discretion of Management.