BYLAWS OF THE MISSOURI WOMEN’S GOLF ASSOCIATION, INCORPORATED
The official name of this Association shall be the Missouri Women’s Golf Association, Incorporated, hereinafter referred to as “Association”, operating as a 501(c) (4), a general non-profit corporation under the laws of the State Of Missouri.
The purpose of this Association shall be to promote amateur golf among the women of Missouri and Johnson County, Kansas by providing educational, social and recreational opportunities; by encouraging the development of sportsmanship, amateurism and skill in the game of golf; to provide for an Annual Amateur Championship Tournament; to sponsor any other events or tournaments deemed feasible; and to engage from time to time in charitable undertakings related generally to this purpose.
Membership in this Association shall obligate its members to abide by the Bylaws and Rules of this Association. A member in good standing shall be a club or individual, whose dues have been paid in accordance with these Bylaws.
Section 1. Clubs. Classifications of club memberships shall be private, semiprivate, public, resort, military or nine-hole courses. Such clubs in Missouri or Johnson County, Kansas may be admitted to membership.
Section 2. Individual. Any Missouri or Johnson County, Kansas amateur female wishing to promote golf may become an individual member.
A. Club representative. A Club Representative must be an individual member of the Association and be designated by that member’s golf club (as defined by the USGA). The Club Representative, or a designated alternate, shall have voting rights at the annual Club Representative meeting.
Section 3. Honorary Life. There shall be a membership known as Honorary Life. This membership shall consist of women elected by the Board, for their past devotion to this Association and their contribution to golf. The Honorary Life Members shall have the right to all privileges of this Association without payment of membership dues or tournament entry fees.
Section 4. Expulsion. Should a member of this Association be guilty of conduct prejudicial to the best interest of amateur golf, written notice of formal charges must be presented by the Board to the member, and an opportunity given for a hearing. Membership privileges may be withdrawn by a two-thirds (2/3) vote of the Board.
Section 1. Meetings. The Executive Committee and the Board of Directors shall meet at least annually, for the purpose of installing Officers and Directors and for the transaction of such other business as may properly come before the meeting, at such time and place as designated by the President.
A Club Representatives meeting shall meet annually for the purpose of electing the Officers/Directors of the Association at a time and place as designated by the President.
Section 2. Special Meetings may be called by the President at any time or by a written request of five (5) Directors.
Section 3. Notice/Written/Delivered Written notice stating the place, day, hour and purpose of all meetings and special meetings, for which the meeting is called, shall be notified by US mail, email, fax or other electronic devices to those individuals entitled to such notice, not less than five (5) days and not more than forty (40) days before the date of the meeting.
Notice shall be deemed delivered when deposited in the US mail, sent by email, fax or other electronic devices to the individual entitled to such notice at her address as it appears on the records of the Association. The attendance of a member or Director at any meeting shall constitute a waiver of notice of such meeting, except where a member or Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 4. Voting Rights. Each Club Representative or alternate, and members of the Board of Directors shall be entitled to one vote submitted to a vote on each matter as submitted at their respective meeting. This vote must be cast in person or by ballot.
Section 5. Quorum and Voting. At all meetings of the Board of Directors, a simple majority of the entire Board shall be required to constitute a quorum for the transaction of business, provided that in no event shall a quorum consist of less than one third (1/3) of the entire Board. A majority vote of the quorum shall be required to approve any act of the Board.
Each Director present shall be entitled to one vote upon each matter submitted to a vote of the Directors. The immediate Past President shall have a nonvoting status with the exception of a tie vote of the Board of Directors.
A quorum for the Club Representatives meeting shall be composed of two (2) officers and a minimum of ten percent (10%) of the club representatives.
Section 6. Action without Meeting. In matters of expediency, any action, which is required to be or may be taken at a meeting of the Directors may be taken without a meeting if consents in writing by US mail, fax, email, or other electronic devices, setting forth the action so taken, are signed by a majority of the Board. The consents shall have the same force and effect as a majority vote at a meeting duly held and may be stated as such in any certificate or document. The Secretary shall file the consents with the minutes of the meetings of the Board of Directors and shall report the action taken in the succeeding set of minutes.
Section 7. Parliamentary Authority. The rules contained in “Roberts Rules of Order, Revised” shall govern this Association in all cases in which they are not inconsistent with these Bylaws, or; the Articles of Incorporation pertaining to the exempt status.
Section 1. Executive Committee. The Officers of this Association shall be President, Vice President, Secretary, and Treasurer and they shall constitute the Executive Committee, whose duty shall be the day to day operations of the Association.
Section 2. Election. The Officers shall be members of the Association in good standing and elected by a majority vote of the Club Representatives or their alternates, at the annual Club Representatives Meeting, at which a quorum is present, from a slate presented by the Nominating Committee.
To be nominated to serve as President and Vice President, the nominee must first have served a minimum of one year as an Officer/Director. Proxies will not be allowed or recognized.
Section 3. Term of Office. Each Officer shall serve a two (2) year term and be eligible for reelection for two additional terms. An Officer may serve a maximum of six (6) years, exceptions are allowed with the unanimous consent of the Executive Committee. She will assume/leave office at the annual meeting.
Section 4. Vacancy. In the event of a vacancy of an Officer, with the exception of the office of President, a majority of the Executive Committee then in office shall appoint a successor to complete the unexpired term.
Section 5. Power and Duties. The Officers shall perform the duties prescribed by these Bylaws and shall deliver to their successors all materials pertaining to their office as directed by the President.
A. The President shall:
1. Supervise all the business and affairs of the Association
2. Call and preside at all meetings of the Association, the Executive Committee and the Board of Directors.
3. Be an ex-officio member of all committees.
4. Appoint Committee Chairmen annually from the Board of Directors.
5. Appoint special Committees as needed from time to time.
6. Hold the elections for the Missouri Women’s Golf Education Association, Incorporated, as described in Article IV. Section 2(a).
B. The Vice-President shall:
1. Fulfill the duties assigned her by the President and assume the duties of the President in her absence or vacancy.
2. Serve as the Parliamentarian.
3. Serve as a member the Finance Committee.
4. Maintain an accurate inventory of all trophies, awards and jewelry; and make arrangements for their delivery to the specific tournament/ event as directed by the President.
C. The Secretary shall:
1. Keep a permanent record of all proceedings, meetings and financial records of the Association, Executive Committee, and Board of Directors.
2. Prepare and distribute notices for all meetings under the direction of the President.
3. Prepare the minutes within two weeks after each meeting and distribute to all members of the Board of Directors.
4. Prepare correspondence.
5. Keep a copy of the Articles of Incorporation and any other documents pertaining to the Association.
6. Maintain an accurate inventory of Association property.
D. The Treasurer shall:
1. Serve as Chairman of the Finance Committee.
2. Present a written annual budget for approval by the Board of Directors
3. Keep a full and accurate account and disperse all monies under direction of the Board of Directors in accordance with the approved budget.
4. Prepare written current financial reports to the Board of Directors at each meeting and for the fiscal year.
5. Prepare the financial records for an annual audit.
Board of Directors
The Board of Directors of the Association shall consist of the Officers of the Association, the immediate Past President and ten (10) Directors, who shall be members of the Association.
Section 1. Election. The Directors shall be members of the Association in good standing and elected by a majority vote of the club representatives or their alternates, at the annual
Club representatives meeting, at which a quorum is present, from a slate presented by the Nominating Committee.
The club representatives shall elect members of the Board of Directors to serve staggered terms, with approximately one-half (1/2) in even numbered years and the other one-half (1/2) in odd numbered years as determined by the Board of Directors.
Section 2. Term of Office. Each Director shall serve a two (2) year term and be eligible for reelection for two additional terms. A Director may serve a maximum of six (6) years. Exceptions are allowed with the unanimous consent of the Executive Committee. She may be eligible to be elected again after a one year absence from the Board. She will assume/leave office at the annual meeting.
Section 3. Compensation. Directors shall not receive any stated compensation for their services. Directors may be reimbursed for their expenses by resolution of the Board of Directors.
Section 4. Removal/Vacancy.
Any member of the Board of Directors, voting or non-voting, who have not participated, have not shown an interest in the Association activities, or have missed two consecutive meetings without an excuse acceptable by the Board of Directors may be dropped from the Board by a majority vote of the Board. Notification of dismissal will be sent in writing to said Director by a member of the Executive Committee.
In the event of a vacancy, the Executive Committee, upon recommendation of the Nominating Committee, shall appoint a successor to complete the unexpired term. This appointment shall be deemed a full term.
Section 5. Powers and Duties
A. Communications. Shall direct all communications from the Board of Directors to the membership; edit the Association’s publications and website, thereby acting as the liaison between the Board of Directors and the general membership.
Shall establish a committee to perform duties relating to publicity and media coverage of all events, maintenance of the website and the Association’s archives.
B. Course Rating. Shall coordinate the rating of every golf course within the Association’s jurisdiction in Missouri and Johnson County, Kansas and coordinate course rating seminars when necessary in accordance with the USGA Course Rating System. She must have attended a USGA Course Rating Seminar.
C. Fore State/USGA Team. Shall preside over all meetings to select both the annual Fore State Team and the biennial USGA Team. Shall make all the necessary arrangements for the annual Fore State Team competition. Shall perform all the duties as Captain of the Fore State Team.
D. Junior. Shall maintain a list of junior girls, coordinate the junior championship tournament and any other activities as approved by the Board of Directors.
E. Membership. Shall be responsible for ensuring that each club selects a club representative. Shall promote membership in the Association, process all membership applications and keep a current list of all members and club representatives in good standing.
F. Rules. Shall establish a rules committee to assist at all tournaments, serve on the Tournament Committee, and coordinate rules seminars as requested. She should attend a USGA/PGA Rules Workshop.
G. Scholarship. Shall serve as President of the Missouri Women’s Golf Education Inc., (Corporation); and with the Corporation’s Board of Directors shall send and receive applications, then review and determine the recipients of the Association’s scholarships. She shall act as the liaison between the Association’s Board of Directors and the Corporation..
H. Tournament. There should be two (2) Tournament Directors, one elected in even years and one elected in the odd years. The Director(s) shall coordinate all tournaments of the Association, except the Junior Championship, and appoint local chairmen as needed with the approval of the Tournament Committee.
I. Tournament Site. Shall secure sites for all tournaments for the Association.
Committees and Duties
All committee members shall be determined annually.
Section 1. Communications. Shall include a Web Manager and other members appointed by the Communications Director as approved by the Board of Directors.
Duties shall be to assist the Communications Director in all matters regarding the Association’s internet web site, publicity and history.
Section 2. Finance. Shall consist of the Treasurer, who shall act as Chairman, the Vice-President, and three (3) other members of the Board of Directors appointed by the President.
Shall maintain current accounts of all business transactions and present an annual written report to the Board of Directors at the annual meeting.
Shall determine when funds should be transferred to the Missouri Women’s Golf Education Association, Inc. with the approval of the Board of Directors.
Duties shall be to formulate, review and supervise the financial policies of the Association.
Section 3. Fore State/USGA Team. The Fore State/USGA Team Director, as Chairman, shall preside at all meetings and appoint committee members. The committee shall consist of the President, Vice President, Rules Director, Tournament Director, and a maximum of two (2) members of the Board of Directors.
Duties shall be to select women to represent the state of Missouri at the Fore State and biennial USGA Team Championship.
Section 4. Nominating. Shall consist of at least three members of the Board of Directors appointed by the Executive Committee with one designated as chairman.
Duties shall be to prepare a slate of new Officers and Directors to present at the annual club representatives meeting.
Section 5. Rules. The Rules Director, as Chairman, shall appoint a committee to assist her as deemed necessary.
Duties shall be to adopt, enforce and interpret the USGA Rules of Golf for all Association events and coordinate Rules seminars for any member club requesting such seminars.
Section 6. Tournament. Shall consist of the applicable Tournament Director, serving as Chairman, the President, and Rules Director.
Duties shall be to act as a coordinator with the host clubs for Association events and shall initiate plans/coordinate additional tournaments as directed by the Board of Directors.
Section 1. Individual Member. Entrant must be a member in good standing of the Association.
Section 2. USGA Handicap/Index. Entrant must have a current USGA Handicap Index from an USGA authorized club, with the exception of junior tournaments.
Section 3. Non-Student. Entrant must own/rent/lease property in Missouri/Johnson County, Kansas, prior to the first day of play.
Section 4. Student.
A. Must attend an educational institution in Missouri/Johnson County, Kansas.
B. Must attend an educational institution outside Missouri/Johnson County, Kansas, and parent(s), guardian(s), must own/rent/lease property in Missouri/Johnson County, Kansas as their primary residence, prior to the first day of play.
Section 5. Senior. Must be one who has reached the age of 50 on or before the first day of the tournament entered.
Section 6. Mid-Amateur. Must have reached the age of 25 before the first day of play.
Section 7. Junior. Includes girls through 17 years of age and eligible, 18 year old graduating high school senior girls in the summer, up to September 1, immediately following their senior year in high school.
Dues and Finances
Section 1. Annual Dues. Annual member dues in an amount determined by the Board shall be due and payable at any time after September 1 of the current year for the succeeding year.
Section 2. Audit. The financial records of the Association shall be audited at the end of the fiscal year and at other times as requested by a majority of the Executive Committee or five members of the Board of Directors. All audit reports shall be presented to the Board of Directors for approval.
Section 3. Fiscal Year. The fiscal year shall be October 1 through September 30.
Contracts, Loans, Deposits
Section 1. Contracts. The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3. Deposits. All funds of the Association may be deposited from time-to-time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select.
These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, at any meeting of the Board of Directors by an affirmative vote of not less than two-thirds (2/3) of the Directors present at said meeting, provided that such amendments have been submitted in writing by US mail, fax, email or other electronic devices to each Director at least two weeks prior to the date of the meeting at which the amendments are considered.
In the event of a dissolution, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, distribute the remaining assets of the corporation to such organization(s) as are exempt from taxation under section 501c of the Internal Revenue Code of 1986 as amended (or the corresponding provisions of any future United States Internal Revenue Law), as two-thirds of all members of the Board shall consent in writing.