1.1 The name of the Club shall be PALMSPRINGS GOLF KARAWANG & COUNTRY CLUB (the "Club"). The Club shall grant licenses to its members to use and enjoy an eighteen (18) holes golf course and club house. The use of the word "COUNTRY CLUB" in the name of the Club is for convenience purposes only.
1.2 The Club shall be located at Jalan Tol Jakarta-Cikampek Km. 47 (Pintu Tol Karawang Barat). Karawang 41361, Jawa Barat, Indonesia (Club Premises).
The purpose of the Club shall be the provision of golfing facilities and other forms of recreation which the Proprietor may, from time to time, decide to provide to its Members and guests and to encourage social interaction among themselves
3.1 The Club is a proprietary club, the sole proprietor being PT Karawang Bukit Golf (the "Proprietor" which expression shall include its successors-in-title and assigns in the future).
3.2 Dusit Pacific is the appointed Managing Company to operate the Club and shall be ferred to "Manager.
3.3 Members of the Club shall have the right to use the facilities of the Club Premises in accordance with the Rules and Regulations of Palmsprings Golf Karawang & Country Club (the "Rules") and the By Laws of the Club (as hereinafter defined in Rule 4.14 of this Rules) during the term of their membership.
3.4
The Proprietor shall allow Members to use the Club Premises and all its facilities in accordance
with these Rules and By-Laws
of the Club during the term of their Membership, and shall be entitled to receive, charge, amend,
increase,
alter and fix from time to time, all membership fees, entrance fees, deposits or down payment,
registration
fees, monthly subscriptions or dues green fees. guest fees, transfer fees or any other fees and
monies
as may be payable by the Members Unless otherwise, decided by the Manager, monthly payment shall be
payable
each calendar month in advance, and charges and expenses shall be billed at the end of each calendar
month.
Annual membership dues shall be payable each calendar year in advance (any new member joining
the Club
during the year shall have his annual fee prorated for the year of his admission) All such fees,
charges
and other payments due from a Member do not include any value added tax (VAT); and where VAT is or
will
be imposed on any of such sums. the Proprietor and/or the Club shall be entitled to invoice the
Member
for an amount equivalent to such VAT, and the Member shall pay the tax together with the sums due.
3.5 The Proprietor may appoint any person or persons as members to the Board of Governors of the Club.
3.6 The Manager shall be responsible for the day to day administration of the Club, including control of finances, staffing, quality control, formulation and implementation of the Club's programs and activities. No Member shall have, except as provided for in the By-Laws, any voice or vote in the affairs and management of the Club.
3.7 The Club Premises and any facilities thereon are the property of the Proprietor, and Members have only a contractual right pursuant to and in accordance with the terms of their membership to use the Club Premises and facilities thereon.
4.1 Membership of the Club shall consist of any or all of the following classes of Members namely:
4.2 INDIVIDUAL GOLFING MEMBER
4.3 CORPORATE GOLFING MEMBER
4.4 WEEKDAYS (RESTRICTED) GOLFING MEMBER
4.5 POUSE GOLFING MEMBER
4.6 JUNIOR GOLFING MEMBER
4.7 HONORARY MEMBER The Proprietor may invite any person to be an Honorary Member for a period of and on such terms as it deems fit. However (unless determined otherwise by the Proprietor), such Membership shall remain non-transferable unless and until the Honorary Member fulfills the prevailing requirements for Individual Golfing Membership. An Honorary Membership is only granted to an individual, therefore, no members of the family are allowed to use the facilities unless the prevailing guest charges are paid.
4.8 MEMBER SERVING ON THE BOARD OF GOVERNORS The Proprietor may invite outstanding members of the public who have distinguished themselves or are recognized leaders in their respective fields to serve on a Board of Governors. Such persons shall be Members of the Board, on terms and conditions to be determined by the Proprietor.
4.9 ABSENT MEMBER
4.10 GUEST
4.11 MEMBERSHIP
4.12 ENTRANCE FEES, OTHER FEES, DEPOSITS AND SUBSCRIPTIONS
4.13 RESTRICTION OF PRIVILEGES
4.14 BY-LAWS The Manager may from time to time upon the instructions of the Proprietor lay down, amend or repeal any By-Laws as it may deem necessary for the efficient running of the Club. All Members shall be bound by the By-Laws of the Club. In the event of any inconsistency between the By-Laws and these Rules, then these Rules shall prevail.
5.1 The payment of the golf membership fee and any other payments made by a Member as stipulated in the membership application, shall be deemed as the payment of one (1) share with the nominal value of Rp 1,000 (one thousand Rupiah) (hereinafter referred to as the "Share") to be issued by the Proprietor to the Member
5.2 Subject to the Articles of Association of the Proprietor, the shares of the Proprietor shall consist of two (2) series of shares, having the following rights:
5.3
The Member shall not be entitled to sell, transfer, assign, encumber, pledge or dispose of any of
the Share or rights held
by him which could result in an involuntary transfer or assignment of such Share to third parties,
without
the prior written consent of the Proprietor.
5.4 Any transfer of the membership held by the Member to any third party shall automatically cause the transfer of the Share then Gowned by the Member to such third party and any transfer of the Share held by the Member to any third party shall automatically cause the transfer of the membership.
6.1 In the event that:
6.2 cessation, suspension, expulsion
6.3 Any Member who:
6.4
If Member fails to pay the outstanding Balance shown in the Card Account Statement beyond the terms
permitted by BII. the
Proprietor/Bll reserves the right to suspend the use of the Card as per the terms and conditions
laid
down by BII.
6.5
Any expulsion, suspension or cessation of a Membership under the provisions of this Rule 6 shall be
done without prejudice
to that Member's right to transfer his Membership within two (2) months of such expulsion,
suspension
or cessation, and subject to the full settlement of his account with the Club or Bll, provided
however
that in the event of cessation pursuant to Rule 6.3, the trasfer may be affected within three (3)
months
of such cessation. If no transfer is effected within two (2) months after the termination or
cessation
of the Membership, then such Membership shall be forfeited, and the Member shall have no rights to
redeem
his Membership.
6.6
Upon the occurrence of such expulsion, suspension or cessation as set forth in Rule 6.5 above and
other provision as set
forth in these Rules and By-Laws of the Club, the Proprietor shall be entitled to repurchase the
Share
held by the Member concerned (if it is issued by the Proprietor by sending a notification (Call
Notice)
to the Member that requires the Member to sell the Share in accordance with the Articles of
Association
of the Proprietor the Proprietor delivers such Call Notice, the Member shall immediately be required
1o execute an instrument for the transfer of the Share from the Member to the Proprietor. The Member
shall have no rights whatsoever relating to his or its right of redemption with respect to the
transfer
of such Share.
6.7
Any Member who ceases to be a Member shall forfeit all rights and privileges of a Member and the use
of the facilities of
the Club. The Member will be obliged to return the Bll Affinity Gold Credit Card to the Manager BIl
reserves
its rights to replace the above card with a Bll Gold Credit Card or refuse a replacement
6.8
The Proprietor reserves the right to readmit any person who has ceased to be a Member under Rule
6.3.
7.1
Capitalized terms not otherwise defined in these Rules shall have the meaning given to such terms in
the “Terms and Conditions
of Credit Card”
7.2
Each Member shall keep his club account in good standing and the Member shall be liable to pay BII
upon demand the balance
due to Bll on each and all Card Accounts at any time and from time to time including all charges
effected
or debited to any and all Card Accounts in accordance with the terms and conditions of BIl Credit
Card
stipulated by BlI. The Member shall undertake to observe all rules, regulations and code of conduct
of
the Club and to pay all his bills owing to the Club promptly.
7.3
If a Member's account is not in good standing, the Manager may after, due notification has been
given, withdraw the privileges
of the club until the account has been established. If by the Payment Due Date in the Card Account
Statement
of BII Affinity Gold Credit Card the Outstanding Balance stated therein is not paid in full; BII may
charge and debit the Card Account a daily financial charge or such other rate as Bll may from time
to
time determine without notice, calculated on a daily basis.
7.4
If the Member fails to place his account in good standing within a period of seven (7) days after
the notification referred
to in Rule 7.3 above to the Member's last known address has been given by the Manager then his name
will
be recorded as a Defaulter. lf the Member still tails to fulfill his obligation after the lapse of
fourteen
(14) days as of the notification referred to in Rule 7.3 above, the Manager shall delete his name
from
the Register of Members and he shall thereupon cease to be a Member but without prejudice to the
right
of the Proprietor or the Manager to recover all monies due and payable from him to the Proprietor
and/or
the Club. As a consequence thereof, the Member shall be obligated to pay all outstanding amount and
obligations
in cash directly to the Proprietor
7.5
If the Member fails to pay Bll after the issuance of a notification and subsequent reminder, Bll may
inform the Manager who
shall delete the Member's name from the Register of Members and such Member shall thereupon cease to
be a Member but without prejudice to the right of the Proprietor or the Manager or Bll to recover
all
monies due and payable by the Member concerned to the Proprietor, the Club and/or BlI
8.1
"Bil' means Bank Internasional Indonesia Card Center which is the issuer of the Sedana Golf &
Country Club Membership Card
and the Bll Visa Affinity Gold Card.
8.2
Each Member shall be eligible to a Bll Affinity Gold Credit Card and has to abide by the terms and
conditions determined
from time to time by Bll.
8.3 Failure to pay
8.4 Cessation of membership
The Member shall inform Bll immediately in the event that the Member ceases to be a member of the
Club. Upon such cessation, the outstanding amount, interest (inclusive of additional interest
aforesaid) and other monies due and owing to BIl shall be immediately become due and payable.
8.5 Exercise power of sale
Failing payment by the Member on the due date or upon demand (as the case may be) of any sum or
liability herein mentioned, the Proprietor reserves the rights and without the Member's consent :
8.6 Certificate on exercise of sale
Upon any sale of the Membership which the Proprietor may make or purport to make under the provision
of the above clause 8.5, a certificate made by any of its officers explaining that the Member have
made a default and that the power of sale has become exercisable shall be conclusive evidence of the
fact in favour of any purchaser or other person to whom the Membership may be transferred under such
sale and the Member will indemnify the Proprietor and keep the Proprietor indemnified against any
claim or demand which may be made against the Proprietor by such purchaser or person and any
liability, loss, cost or expense which the Proprietor may suffer or incur by reason of any defect in
the Membership
8.7 Evidence of outstanding liabilities
For the purposes, including any legal proceedings, a certificate by any of the Proprietoris officers
as to the sums and liabilities for the time being due or incurred to the Proprietor by the Member
shall be conclusive evidence
8.8 Enforcement of rights
The Proprietor is at liberty, but not bound, to resort for its own benefit to any other means of
obtaining payment or securing performance at any time and in any manner or order the Proprietor
thinks fit without affecting its security. The Proprietor may exercise and enforce its rights under
this clause before resorting to other means of obtaining payment or securing performance or after
such means have been resorted to in respect of any balance due or outstanding liabilities or
obligations and in the latter case without entitling the Member to any benefit from such other means
so long as any sum, liability or obligation remains due owing or payable or outstanding (whether
actually or contingently) from or by the Member to the Proprietor.
8.9 Currency Indemnity
9.1 The Proprietor through the Manager shall have the power to incur any expense on behalf of the Club or give any warranty on behalf of the Club except to such extent as the Proprietor from time to time specifically authorize.
9.2 The Manager may appoint sub-committees to further any particular activity of the Members. Each sub-committee shall keep minutes of its proceedings and shall conduct its business in accordance with the directions of the Proprietor.
9.3 No member of the sub-committee shall have the power to incur any expense on behalf of the club or give any warranty or make promises behalf of the Club.
10.1 The Proprietor may appoint any individual, person, firm or corporate body to be the Manager for the day to day administration of the Club. The Manager shall be responsible for the formulation and implementation of the Clubis program of activities and shall supervise the Club's employees or agents
10.2 No Member shall, except as provided for in these Rules, have any voice in the affairs and management of the Club.
10.3 The Manager shall have such administrative powers as may be necessary for carrying out the business of the Club properly in accordance with these Rules.
No Member shall take away, or permit to be taken away, any property within the Club Premises or golf course under any pretense whatsoever or shall injure or destroy any such property
12.1 No paper, notice or placard, written or printed, shall be put in the Club Premises without the permission of the Manager
12.2 Every member shall communicate in writing of any change of address to the Manager. Such address shall be inserted in the Register of Members
12.3 A notice to any Member may be sent by post or delivered by hand to his last known address in the Register of Members If it is sent by post it shall be deemed to have been duly delivered on the day following the date of posting.
13.1 Gambling of any kind, whether for stakes or not. is forbidden in or around the Club premises. The introduction of materials for gambling or drug taking or persons of bad character or ill-repute into the Club Premises is prohibited. The Club shall not hold any lottery.
13.2 No funds or monies belonging lo or held in trust for the Club shall be used to pay the fines of Members who have been convicted in Court.
13.3 No Member shall borrow in the name of, or pledge the credit of, the Club
13.4 The Club shall not attempt to restrict or interfere with trade or make directly or indirectly any recommendation to, or any arrangement with its Members which has the purpose or is likely to have the effect of fixing or controlling the price or any discount, allowance or rebate relating to any goods or services which adversely affects consumer interests.
13.5 No Member shall reprimand the staff of the Club. If a member has any cause of complaint against a member of staff,he shall bring the same to the Manager who shall deal with the matter in any way he deems fit.
13.6 No Member shall give the address of the Club Premises in any advertisement, or use its address for business or other purposes.
13.7 The club shall not indulge in any political activity or allow its funds and/or premises to be its used for political purposes
Only the Proprietor shall have the power to amend, add to or repeal these Rules.
The Financial Year of the Club will commence on 1st January and end on 31st December of the same year.
The Proprietor, the Manager, the Club and any person appointed or employed by the Proprietor, Manager shall not be liable;
17.1
The club may be dissolved voluntarily by a resolution of the Proprietor and shall be dissolved upon
the expiry of the Proprietor's tenure on the Club Premises or upon the occurrence of any government
action or Act of God which makes it illegal or impossible for the Proprietor to continue holding the
Club Premises or owning or operating the Club.
17.2
Upon the dissolution of the Club, all right of Membership shall terminate and the Proprietor shall
be discharged from all liabilities and obligations thereunder or elsewhere and no Member shall have
any claim against the Proprietor except in respect of any monies standing to the credit of the
Member.
17.3
All Members shall remain liable to the Proprietor for all dues or debts incurred before dissolution
of the Club and shall forthwith make payment.
The Proprietor shall be the sole authority for the interpretation of these Rules and By-Laws of the Club and the decision of the Proprietor shall be final and binding.