|
BY LAWS OF AGA , INC. (An Alaska Non-Profit Organization) ARTICLE I PRINCIPAL OFFICE The Principal office of the Corporation in the State of Alaska shall be located in Anchorage, Alaska. The Corporation may have such other offices within the State of Alaska as the membership may designate. ARTICLE II MEMBERSHIP 1. Any person who has an interest in golf and who has submitted a completed application for membership shall be eligible for membership in this Corporation. 2. Application for membership shall be submitted to the Membership Committee Chairman in writing and shall be accompanied by the annual dues. 3. The membership of the Corporation shall be compromised of one voting class with each member entitled to one vote by proxy. 4. A membership may be terminated by: a) Non-payment of dues, fees, assessments or penalties; or b) Death of a member; or c) Submittal of a resignation in writing to the Secretary of the Corporation. The effective date shall be specified in the notification; or d) Dismissal due to misconduct. The complaint shall be submitted to the Board of Directors and a copy immediately made available to the member who is the subject of the complaint. The member shall have the right of a hearing and a unanimous vote of the Board of Directors is required for a decision of termination. 5. All officers and directors of the Corporation shall be members in good standing. 6. Membership in the Corporation is non-transferable. ARTICLE III ANNUAL DUES 1. The annual dues shall be determined by the Board of Directors and approved by the general membership and shall be paid on or before the first day of May of each calendar year. 2. The delinquent date shall be June 1st of each year. Delinquent members may not participate in club tournaments, hold office or participate in Corporate activities. ARTICLE IV MEMBERSHIP MEETINGS 1. A meeting of the general membership shall be held at a minimum, once per year, between March and October inclusive. The specific date of the meeting shall be set by the Board of Directors. Additional meetings of the general membership may be held at the call of the President of the Board of Directors, or by demand in writing of at least twenty (20) members in good standing. 2. Written and or electronic notice stating the place, date, hour and purpose (s) of the meeting shall be given to the membership for all membership meetings. If the meeting is a special membership meeting, person or persons calling the meeting shall also be stated. Notice of membership meetings shall be distributed not less than ten (10) days nor more than fifty (50) days before the date of the meetings, to each member as his or her address is recorded on the records of the Corporation, or at such other address which the member may have furnished in writing to the Secretary of the Corporation. Any membership meeting may be adjourned in such event it shall not be necessary to provide further notice of the time and place of the adjourned meeting if announcement of the time and place if the adjourned meeting is given at the meeting so adjourned. 3. At each Annual Membership Meeting of the Corporation. The Board of Directors shall present an Annual Report. Such report shall be filed with the records of the Corporation and entered in the minutes of the proceedings of such meeting. 4. The Board of Directors shall fix a record date for the purpose of determining members entitled to notice of the meetings. The record date selected by the Board of Directors shall not be more than fifty (50) nor less than ten (10) days prior to the date of the meeting. 5. A quorum for a general membership meeting shall consist of at least fourteen (14) members, of which at least four (4) must be members of the Board of Directors. ARTICLE V OFFICERS 1. The elected officers of the Corporation shall consist of a President, Vice President, Secretary and Treasurer. 2. The President shall preside at all meetings, call special meetings, appoint the chairmen of the Standing Committees and any special committees needed. He or she shall have general supervision over affairs of this Corporation, uphold the Bylaws, act as a member ex-officio of all committees except the Nominating Committee, and shall present a written report with his or her recommendation at the annual meeting. He or she shall, when so authorized by the Board of Directors, co-sign and/or endorse all checks and warrants drawn by the Treasurer. He or she shall arrange for an annual audit of the Corporation’s records and accounts prior to the fall membership meeting by no less than three (3) members of the Board of Directors to verify that the Corporate finances have been properly deposited and expended. He or she shall present their written report to the general membership at the fall annual meeting. He or she shall appoint any member in good standing to fill an elected position vacated by the one elected for reasons of resignation, transfer or death. Such appointment shall be subject to ratification by the Board of Directors. The term of office for any appointment so made shall coincide with that of the vacated elected office. 3. The Vice-President shall assist the President in the activities of the Corporation. In the absence of the President, he or she shall perform all duties of the office of the President. Upon the death or resignation of the President the Vice President shall become the President for the remainder of the term of office and a new Vice-President shall be appointed to fill that vacancy as set forth above. 4. The Secretary shall permanently record the proceedings of all meetings of the membership and Board of Directors. He or she shall keep the official copy of the By-Laws and when amended, he or she shall make the correction to the official copy with a reference to the minutes in which it was recorded. 5. The Treasurer shall receive, receipt, record and report all dues, fees, monies or property donated or paid by the Corporation and deposit all monies within ten (10) working days of receipt thereof. He or she shall present a financial statement to the Board of Directors at each meeting. He or she shall be responsible for establishing and maintaining the proper financial records and procedures to be used by the Membership Services Secretary and/or volunteers. Disbursements, as approved by the Board of Directors, shall be by check and signed by the Treasurer and President or the Secretary and President. ARTICLE VI ELECTIONS 1. The President, with the approval of the Board of Directors, shall appoint a Nominating Committee no later than September 10th of each year. The committee shall consist of a Chairman and two (2) members. 2. The election of officers shall be held annually at a membership meeting. The Board of Directors shall choose which membership meeting. The majority of votes cast shall constitute an election. The terms of each office shall immediately begin with the election and end with the elections during the second calendar year. Officers may be re-elected. President and Secretary are to be elected in the even-numbered years, with the Vice-President and Treasurer to be elected in the odd numbered years. ARTICLE VII BOARD OF DIRECTORS 1. The officers of the Corporation and the Chairman of each of the Standing Committees shall constitute the Board of Directors. Five (5) Directors are required to constitute a quorum at any meeting of the Board at which business of the corporation is conducted. The Board of Directors shall carry out the purposes and objectives of the Corporation by transacting its business and enforcing its rules and regulations. It shall authorize the Treasurer to pay bills without unnecessary delay; however, bills questioned shall first be approved by the Board of Directors. 2. The President may invite individuals who are contributory to the game of golf to sit with the Board of Directors. They may counsel and advise but may not initiate or vote. 3. A regular meeting of the Board of Directors shall be held immediately following the Annual Membership Meeting of the Corporation in the fall of the year. All other meetings shall be held at such time and place as shall be fixed by the Board of Directors or as called by the President from time to time. 4. No notice shall be required for the regular meeting of the Board of Directors. However, notices shall be sent by first class mail to all directors of any special meeting of the Board of Directors stating the hour and place of the meeting and the purposes for which said meeting is being called. Such notice must be given at least seventy-two (72) hours prior to the special meeting. The requirement for notice may be waived by any director who signs a Waiver of Notice before or after the meeting or who attends the meeting without protesting the lack of notice to him or her. 5. Members of the Board of Directors may participate, and shall be deemed to be in attendance, when telephonically present. 6. The Board of Directors may remove a director or an officer, without cause, at any time, by a unanimous vote of all directors other than the one that is the subject of the removal. 7. The Board of Directors may remove a director or an officer, for cause, at any time, by a majority vote of all directors other than the one that is the subject of the removal. A removal for cause shall include, but not be limited to, the failure of an officer or director to attend three (3) consecutive meetings of the Board of Directors. ARTICLE VIII CONTRACTS,LOANS,CHECKS AND DEPOSITS 1. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. 2. No loans nor any evidences of indebtedness shall be contracted on behalf of the Corporation for other than ordinary daily operating expenses unless authorized by a majority vote of the members present at a regular or special meeting of the general membership. Such authority may be general or confined to specific instances. In no event shall debt be authorized in violation of the Articles of Incorporation or of the law. 3. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by two officers of the Corporation. 4. All funds of the Corporation not otherwise pledged shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other secure depositories as the Board of Directors may select. ARTICLES IX STANDING COMMITTEES 1. TOURNAMENT COMMITTEE: The Tournament Committee Chairman shall be appointed by the President and serves at the pleasure of the President. The Chairman shall appoint committee members to consist of a minimum of two (2) members in addition to the Chairman. The Tournament Committee Chairman of the previous two (2) years will also be ex-officio committee member. The committee shall prepare a schedule of events for the season and a format for rules and prize distribution. The schedule and format will be presented to the Board of Directors for approval and will be distributed as directed by the Board of Directors. The schedule and supervision of the tournament shall comply with the USGA requirements. 2. RULES COMMITTEE: The Rules Committee Chairman shall be appointed by the President and serves at the pleasure of the President. The Chairman shall appoint committee members. The Rules Committee shall decide all issues concerning tournament play and shall interpret and enforce rules and regulations governing tournament play. Local rules shall be set by coordinating with the Board of Directors and the management of the golf courses. 3. HANDICAP COMMITTEE: The Handicap Committee Chairman shall be appointed by the President and serves at the pleasure of the President. The Chairman shall appoint committee members. The Handicap Committee is responsible for establishing handicaps for all paid members and they shall have the final authority in handicap matters and flight classifications. 4. TROPHY COMMITTEE: The Trophy Committee Chairman shall be appointed by the President and serves at the pleasure of the President. The Chairman shall appoint committee members. The Trophy Committee shall be responsible for the purchase and distribution of all prizes for all events of the Corporation. 5. MEMBERSHIP COMMITTEE The Membership Committee Chairman shall be appointed by the President and serves at the pleasure of the President. The Chairman shall appoint committee members. The Membership Committee shall be responsible for the solicitation of the new members and such interviewing and application distribution as might be required by the Corporation. 6. SOCIAL COMMITTEE: The Social Committee Chairman shall be appointed by the President and serves at the pleasure of the President. The Chairman shall appoint committee members. The Social Committee shall be responsible for the planning and arranging of all social events of the Corporation. 7. PUBLICITY COMMITTEE: The Publicity Committee Chairman shall be appointed by the President and serves at the pleasure of the President. The Chairman shall appoint committee members. The Publicity Chairman shall be responsible for all posters, notices, write-ups in the newspapers and publicity through other media. 8. BYLAWS COMMITTEE: The Bylaws Committee Chairman shall be appointed by the President and serves at the pleasure of the President. The Chairman shall appoint committee members. The Bylaws committee shall be responsible for the review of all proposed amendments, changes or revisions of the Articles of Incorporation or the Bylaws of the Corporation and shall report to the Board of Directors of their recommendations. 9. JUNIOR GOLF COMMITTEE: The Junior Golf Committee Chairman shall be appointed by the President and serves at the pleasure of the President. The Chairman shall appoint committee members. The Junior Golf Committee shall be responsible for preparing and presenting a schedule of events for the season to the Board of Directors for approval and shall organize and supervise this program. ARTICLE X ORDER OF BUSINESS The order of business to be followed in each of the general membership meetings is: 1. Call to order 2. Report of the last meeting 3. Communications 4. Report by the Secretary 5. Report by the Treasurer 6. Report of the Standing and Special Committees 7. Annual Report (if applicable) 8. Unfinished business 9. New business 10. Election of officers (if applicable) 11. Good of the Corporation 12. Adjournment Robert’s Rules of Order, Revised shall be the parliamentary authority upon which this Corporation conducts its meetings. ARTCILE XI AMENDMENTS Proposed amendments to these Bylaws or to the Articles of Incorporation shall be submitted in writing, signed by at least five (5) members. The proposal shall be transmitted to the Chairman of the Bylaws Committee who shall in a timely manner report with the committee’s recommendation to the Board of Directors. Upon review by the Board of Directors, notice of the proposed amendment (s) shall be sent to the general membership ten (10) days in advance of the meeting. A two-thirds (2/3) vote of those present at a duly constituted meeting shall be required for approval. ARTICLE XII ADOPTION The original Bylaws became effective by majority vote of the members present at the first annual meeting held on October,1991 and have been amended only as noted below: ARTICLE XIII MISCELLANEOUS 1. The Corporation shall keep at the principal office of the Corporation, complete and correct records and books of account, and shall keep minutes of the proceedings of the members, the Board of Directors, or any committees as well as a list of record containing the names and addresses of all members. 2. The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law. 3. The Corporation shall indemnify and hold harmless all of the officers and directors of the Corporation from any good faith act, or omission to act, made by the officers or directors in their capacities as such. 4. The members of this Corporation shall not be liable for the debts of this Corporation except to the extent of any unpaid portion of their respective initiation fees or dues, penalties or assessments. 5. All officers and committee chairmen shall transfer all records pertaining to the Corporation activities to their successors upon completion of their term of office |
|
|
By-Laws (Pending review 2011) |