The name of this Organization shall be Miami Valley Golf Foundation but will use the DBA “Miami Valley Golf.”

ARTICLE II – MISSION

ARTICLE III – DUTY

Lead our inclusive community in a collaborative manner, using the values associated with the game of golf.  Focusing on a commitment to continual improvement, integrity, and respect for all. 

ARTICLE IV – VISION

ARTICLE V – OBJECTIVES

ARTICLE VI - MEMBERSHIP

Section 1.  Membership:

Membership with Miami Valley Golf is open to:

Any individual or entity having an interest in the game of golf.

Section 2.  Dues:

Members of Miami Valley Golf shall be assessed or pay dues as determined from time to time by the Board of Trustees

Section 3.  Application:

Application for membership shall be made in such form and upon such conditions as the Board of Trustees shall determine.  By applying for membership, each member agrees to abide by the

Regulations of Miami Valley Golf and the decisions of the President and the Board of Trustees.  Failure to do so, or any other conduct unbecoming a member of the Organization, shall be grounds for suspension or expulsion from the Organization upon the affirmative vote of not less than three-fourths (3/4) of the Board of Trustees present constituting a quorum who shall determine the conditions of such a suspension or expulsion.

ARTICLE VII - BOARD OF TRUSTEES

Section I.  Management:

The management of the affairs of Miami Valley Golf shall be governed by its Board of Trustees which shall, in addition to the powers, duties, and authority that may be granted or imposed by these Regulations or the Articles of Incorporation of Miami Valley Golf, have all powers and authority permissible pursuant to the laws of the State of Ohio regarding non-profit corporations.

Section 2.  Number and Term:

The number of Trustees of Maimi Valley Golf shall be at least nine, four of which shall be officers.  In addition, thereto, the Board may appoint additional Trustees, as it deems advisable.   Each Trustee shall serve three-year terms, with initial terms to be staggered into three classes beginning in 2023 with one-, two- and three-year initial terms. All subsequently elected Trustees shall serve a term of three (3) years.  The failure of the Trustee so elected to perform his/her duties or for other just cause shall be expelled as a Trustee by the affirmative vote of not less than three-fourths (3/4) of the Trustees present constituting a quorum. 

Section 3.  Election and Vacancies:

Trustees to be elected shall be nominated by a Nominating Committee to be established by the Board of Trustees pursuant to the procedures established by the Board prior to the election.  Trustees shall be elected at the annual meeting of the members.  As vacancies in the Board occur for any reason other than normal expiration of terms, they shall be filled at any meeting of the Board by the remaining Trustees.  The person so elected shall hold office for the unexpired term of his predecessor. 

Section 4.  Voting:

Each Trustee shall be entitled to one (1) vote at all regular and special meetings of the Board.  No such vote may be cast by proxy.  The absence of a Trustee forfeits his right to vote at regular or special meetings. 

Section 5.  Quorum

Three-fourths (3/4) or more of the members of the Board of Trustees shall constitute a quorum for the transaction of any business by the Board.

Section 6.  Power and Responsibilities

The powers and responsibilities of the Board of Trustees shall be as follow:

1. To formulate matters pertaining to the general policies, functions, activities, or welfare of the Organization, including the adoption of an annual budget for each fiscal year and the establishing and levying of dues upon members.
2. To create temporary or standing committees for any designed purpose.
3. To resolve all questions regarding eligibility, membership, and reinstatement; and
4. To amend these regulations, at a regular meeting or at a special meeting called for that purpose, upon an affirmative vote of not less than three-fourths (3/4) of the membership of the Board of Trustees constituting a quorum.

Section 7.  Meetings

1. The Board of Trustees shall meet on a consistent and regular basis to conduct the affairs of Miami Valley Golf and at such other times as needed.
2. A quorum must be present to transact business at any meeting of the Board.
3. Prior notice of meetings shall be the responsibility of the Secretary or their designee.

Section 8.  Election of Officers

The Board shall elect from its body a President, Vice President, Secretary, and Treasurer.  The officers shall carry out the policies of the Board of Trustees 

ARTICLE VIII - OFFICERS

Section 1.  President

The President shall preside at all meetings of the Board of Trustees and all general meetings of the members of Miami Valley Golf.  The President shall have the power to call special meetings of the Organization, to appoint committees and prescribe their functions toward furthering the objectives of the Organization, and to affix the signature of this Organization, when countersigned by any other officer of the Organization, to any papers and instruments in writing that may be required.  The President shall also coordinate and monitor communication with the public regarding the purposes, policies, functions, or activities of the Organization and be responsible for membership correspondence.

Section 2.  Vice President

In case of the absence or the failure for any cause of the President to act, the Vice President shall perform the required duties.  The Vice President shall perform such duties as may be delegated from time to time by the President.

Section 3.  Secretary

The Secretary shall keep or cause to be kept full and complete records of the proceedings of the Board of Trustees and of general meetings of the members; shall serve all notices requires by law or By-laws of this Organization; and, in general, perform all such other duties as pertain to the office and as may be prescribed from time to time by the Board of Trustees. 

Section 4.  Treasurer

The Treasurer shall supervise the financial affairs of the Organization, including the collection and disbursement of all moneys, the preparation of an annual budget and other financial reports, and provide reports to the Board of Trustees on the status of the Organization on a regular basis.

Section 5.  Compensation

Officers shall serve without compensation, exclusive of reasonable expenses as approved by the Board of Trustees.

ARTICLE IX - MEMBERSHIP MEETINGS

Section 1.  Annual Meeting

The annual meeting of the members of this Organization shall be held at such a time and place as designated by the Board of Trustees.  The President shall preside at all annual meetings.

Section 2.  Special Meetings

Special meetings of the members of this Organization may be called by the President or by a majority of the Board of Trustees.  The President shall preside at all special meetings.

Section 3.  Notice

Notice of all meetings of the members of this Organization shall be given to all members at least seven (7) days prior to such meeting.

Section 4.  Voting

Each member shall be entitled to one vote on each matter brought to a vote by the President and shall be entitled to one vote for each candidate of nominee for the Board of Trustees.  Proxy votes shall not be permitted.

ARTICLE X - COMMITTEES

Section 1.  Standing Committees

The Standing Committees of the Organization shall be Competitions; Growth of the Game; Engagement; Membership; and USGA Core Services, additional Committees and Sub Committees may be formed as deemed advisable by the Board of Trustees.  The committees shall have advisory and administrative functions only, as determined by the Board of Trustees.

Section 2.  Chairman

The Standing Committees shall be chaired by the members of the Board of Trustees.  Such chairs shall be responsible for carrying out the directives of the Board of Trustees and supervised by the President and shall report current activities and planning to the Board of Trustees.

Section 3.  Meetings

Meetings may be called by the Chair of any such committee or by the President.  The Chair shall preside at committee meetings.  Notice of such meetings shall be given by the Chair or Secretary to all committee members at least seven (7) days prior to such meeting.

ARTICLE XI - MISCELLANEOUS

Section 1.  Fiscal Year

The fiscal year of this Organization shall be the calendar year unless otherwise determined by the Board.

Section 2.  Compensation

Members of the Board of Trustees and all officers elected by them shall serve without compensation exclusive of reasonable expenses approved by the Board of Trustees.

Section 3.  Loans

No loans shall be contracted on behalf of this organization and no evidence of indebtedness shall be issued in its name unless authorized by the Trustees.

Section 4.  Quorum

Unless a different percentage is specified in these Regulations for a particular act of the Board of Trustees, any approval, authorization, or action by the Board shall require an affirmative vote of three-fourths (3/4) of the members of the Board Trustees.

Section 5.  Amendments

These regulations may be amended from time to time by the Board of Trustees at a meeting called for such a purpose or at a regular meeting.  The notice for such meetings must state that there will be a vote to amend these Regulations and the substance of such amendment.

Revision 2023-05-18