ARTICLE 1 - PURPOSE

 

A.           This Association shall be conducted as a non-profit corporation for the purposes of Golf Competition for Seniors, as set forth in the Articles of Incorporation filed with the Washington State Secretary of State’s Office.

 

B.           In furtherance of its stated purpose, this Association will:

 

(1)  Organize and promote golf amateur tournaments in the State of Washington for its members.

(2)  Promote and foster among the members a closer bond and fraternity for their joint and mutual benefit, as well as promote and conserve the best interests and true spirit of the game of golf as embodied in its ancient and honorable traditions.

(3)  Encourage conformance to the United States Golf Association (USGA) Rules of Golf by creating a representative authority. and having all tournaments be governed by the USGA Rules unless amended by the Board of Directors, (any exceptions to the USGA Rules will be provided in writing for that tournament).

(4)  Utilize the USGA Handicap System (also known as the GHIN System) and USGA Handicap Indexes applicable to each member at the time of a tournament.

 

    

ARTICLE 2 – MEMBERSHIP

 

A.           The Association, shall always, be a joint and mutual Association of the incorporator, and such other persons as may be admitted to membership in accordance with the Association By-Laws.

B.           Each member must be fifty years old to join.  Members who are forty-nine and will turn fifty before the end of the tournament schedule for that year may join under the same provisions of other members of the Association.

C.           All membership fees shall be established by the Board of Directors each year in such amounts as they deem to be adequate to operate and maintain the Association. The Board shall have the authority to assess a tournament fee for each tournament. All monies collected shall accrue to the benefit of the membership.

D.           In the event that any member commits any act which reflects discredit or disrepute thereon or shall refuse or neglect to comply with the rules and regulations adopted by the Board of Directors or the duly appointed officers, such member shall be subject to suspension or expulsion after ten (10) day written notice and the right to be heard, by a vote of two-thirds of the Board of Directors at any regular or special Board meeting called for such purpose.

E.           The membership shall vote on all proposals and determine the outcome except when the membership has authorized the Board to carry out specific functions.

 

 

ARTICLE 3 – DISSOLUTION

 

A.           In the event, of the dissolution of the Association, each person who

is a member at the time of dissolution, shall receive his pro-rata portion of the membership fee, after all the Association debts have been paid. In the event, the association is unable to contact a member in a reasonable time, (such as an unknown address), those pro-rata funds that are due to the member, will be donated to a golf charity of the Association’s choice.

 

ARTICLE 4 – BOARD OF DIRECTORS

 

A.           The Board of Directors (Board) shall consist of twelve members in good standing of the Mid-Washington Seniors Golf Association. The Board shall exercise all powers of management of the Association authorized by the By-Laws. The Board shall meet at such times and places as they may select. A majority of the Board shall constitute a quorum at any meeting.

B.           The individual members of the Board of Directors shall serve for a three-year term and may serve more than one term.  Such members shall fill Board positions 1 through 12. For any given three-year cycle, positions 1-4 shall be elected in the first year of such cycle, positions 5-8 shall be elected in the second year of such cycle, and positions 9-12 shall be elected in the third year of such cycle. The Secretary of the Board will monitor those Board Directors that are up for re-election each year.  

C.           In the case of any vacancy through death, resignation, disqualification or other cause, the remaining Board of Directors, even though less than a quorum, may elect a successor, (a member of the Association), by majority vote, to hold office as a Board Member. Such newly appointed Board Member shall then later be confirmed by the membership at the annual meeting, normally held in August of each year.

D.           Election of Board Officers: The Board shall annually elect a President, Vice-President, Secretary, and Treasurer, from the current members on the Board and their duties shall be such as their titles would indicate or such as may be assigned to them respectively from time to time. The Officers on the Board of Directors shall serve at the pleasure of the Board of Directors for each calendar year.

E.           The Board of Directors shall not receive any salary or wages for performing their duties.

                                             

 

ARTICLE 5 – MEETINGS

 

A.           The President or any Board member shall have the authority to call for a meeting of the Board at any time.

B.           The annual membership meeting will be scheduled following completion of a tournament in the year as selected by the Board.

C.           Any member shall have the right to call for a general meeting of the current year membership.  The purpose for such meeting shall be presented to the Board of Directors in writing at least 30 days in advance of the meeting.  The Board of Directors shall notify its members in writing not less than 14 calendar days in advance of the meeting.  The Board shall conduct all such meetings.

D.           A Board of Directors meeting should be scheduled prior to the end of the calendar year, (such as December) to elect Officers for the following year.    

 

 

ARTICLE 6 – POWER AND DUTIES OF DIRECTORS

 

A.           The business and affairs of the Association shall be controlled by, exercised by, or under authority of, the Board of Directors, subject to the limitations in the By-Laws, the Articles of Incorporation, and the laws of the State of Washington. Without prejudice to such general powers, and subject to the same limitations, it is hereby expressly declared that the directors shall have the following power.

 

(1)  To select and remove all officers, agents, members of the Association, prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation or the By-Laws.

(2)  To conduct, manage and control the affairs and business of the Association and to make such rules and regulations therefore not inconsistent with law, with the Articles of Incorporation or By-Laws, as they may deem best.

(3)  To cause to be kept a complete record of all minutes and acts and to present a full statement to any member who requests such information.

(4)  Directors may hold more than one position, but not more than two positions on the Board.  Directors shall have only one vote regardless of the number of positions held on the Board.

(5)  The Board of Directors will determine all rules and regulations for the Association, including but not limited to tournament schedules, format of tournament events, all payout formats, and handicap format, etc.

(6)  The Board of Directors will establish all committees (such as tournament, handicap, etc.) to represent the interest of the Association.

(7)  The Board is authorized to reimburse any Board member for administrative expenses (such as but not limited to mileage for Board Meetings or arranging for tournament play, documented expenditures such as postage, office supplies, etc.). Expenditures which are anticipated to exceed $100 must be pre-authorized by the Board of Directors.

                                              

 

ARTICLE 7 – DUTIES OF OFFICERS

 

 

A.           PRESIDENT: The president shall preside at all meetings of the Board of Directors; he shall sign or designate a signatory representative, (if applicable),

 for all contracts or other instruments in writing authorized by the Board of Directors; he shall have and exercise under the direction of the Board of Directors the general supervision of the affairs of the Association. The President shall only vote to break a tie of the Board of Directors.

 

B.           VICE-PRESIDENT: The Vice-President shall preside at all meetings in the absence of the President, and in case of the absence or disability of the President shall perform all other duties of the President which are incidental to his office.

 

C.           SECRETARY: The Secretary shall issue all notices and shall attend and keep the minutes of all meetings; he shall have charge of all Association books,

papers and records; he shall be custodian of the Association seal and shall attest the President’s signature and impress with Association seal all written contracts of the Association and shall perform all such other duties as are incidental to his office.

 

D.           TREASURER: The Treasurer shall keep safely all monies and securities of the Association and disburse the same under the direction of the Board of Directors.  He shall cause to be deposited all funds of the Association in a bank selected by the Board of Directors. The Board of Directors may authorize other Board members to deposit and disburse funds in the absence of the Treasurer.

NOTE: The Secretary and Treasurers Office can be combined and held by one individual.

 

 

ARTICLE 8 – POLICIES

 

A.           The Board of Directors shall have the authority to develop policies to support the operations of the Association.

 

ARTICLE 9 – AMENDMENTS

 

A.           The Board of Directors shall have the power to repeal or amend any of these By-Laws by a vote of a majority, of the Board of Directors of the Association present at any meeting of the Board of Directors duly called for such purpose.

 

 

ARTICLE 10 – CORPORATE SEAL

 

A.        The seal of the Association shall be in circular form and shall contain the words “Mid-Washington Seniors Golf Association” and the words “Corporate State of Washington, 2008” in the form and style affixed to these By-Laws for the impression of said corporate seal.