ARTICLE I - NAME
The Name of this association shall be the Miami Valley Golf Association, Inc.
ARTICLE II - OBJECTIVES
The Miami Valley Golf Association, Inc. is a non-profit organization formed for the following purposes:
1 To promote the best interests and growth of the game of golf throughout the Miami Valley by providing its residents and the individual members, member clubs, and member courses with services, information, and education concerning the game of golf;
2 To promote, organize, and conduct local tournaments and championships to enhance the fellowship and competitive spirit of golf;
3 To develop a program of junior golf, introducing new golfers to the game and to educate young golfers on the rules of golf, etiquette, skills, and integrity of the game;
4 To engage in and promote such other activities and services deemed in the best interests of golf and the golfers of the Miami Valley, including the handicapping services, and a group formed and trained to provide golf course rating services
ARTICLE III - MEMBERSHIP
Section 1. Management
Membership in the MVGA is open to:
Any individual having a USGA approved handicap who is a bonafide resident or a member of a Club located within Montgomery, Greene, Preble, Darke, Miami, Clark, Champaign, Mercer, Auglaize, Shelby, Logan, Butler, Warren, or Clinton Counties; any golf course or golf facility located within the counties identified above whether public or private; or an association or organization of at least ten (10) individuals located within the counties identified above and formed for the purpose of membership in the Association or any purpose relating to the playing or promoting of the game of golf.
Section 2. Dues:
All members of the MVGA shall be assessed and pay annual dues in such amount as shall be fixed from time to time by the Board of Directors
Section 3. Application:
Application for membership shall be made in writing to the President in such form and upon such conditions as the Board shall determine. By applying for membership, each member agrees to abide by the Regulations of this Association and the decisions of the President and the Board of Directors. Failure to do so, or any other conduct unbecoming a member of the Association, shall be grounds for suspension or expulsion from the Association upon the affirmative veto of not less than three-fourths (3/4) of the Board of Directors present constituting a quorum who shall determine the conditions of such or expulsion.
ARTICLE IV - BOARD OF DIRECTORS
Section I. Management:
The management of the affairs of the Association shall be governed by its Board of Directors 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 the Association, have all powers and authority permissible pursuant to the laws of the State of Ohio regarding non-profit corporations or associations.
Section 2. Number and Term:
The number of Directors of the Association shall be at least nine (9), four of which shall be officers of the Association. In addition thereto, the Board may appoint Advisory Board Members, as it deems advisable, who shall have no voting rights and shall serve in an advisory capacity only. Each Director shall serve three-year terms, with initial terms to be staggered into three classes beginning in 2013 with one, two and three year initial terms. All subsequently elected Directors shall serve a term of two (2) years. The failure of the Director so elected to perform his duties or for other just cause shall be expelled as a Director by the affirmative vote of not less than three-fourths (3/4) of the members present of the Board present constituting a quorum.
Section 3. Election and Vacancies:
Directors to be elected shall be nominated by a Nominating Committee to be established by the Board of Directors pursuant to the procedures established by the Board prior to the election. Directors 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 Directors. The person so elected shall hold office for the unexpired term of his predecessor.
Section 4. Voting:
Each Director shall be entitled to one (1) vote at all regular and special meetings of the Board. No such vote may be cast by proxy. Absence of a Director forfeits his right to vote at regular or special meetings. In the case of emergency matters or in the event a Director is physically unable to attend a meeting, he/she may vote by telephone, facsimile, electronically or by mail.
Section 5. Quorum
Three-fourths (3/4) or more of the members present of the Board of Directors 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 Directors shall be as follows:
1. To formulate matters pertaining to the general policies, functions, activities, or welfare of the Association, 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 present constituting a quorum.
Section 7. Meetings
1. The Board of Directors shall meet on a consistent and regular basis to conduct the affairs of the Association and at such other times by noticed of the president.
2. A quorum must be present in order to transact business at any meeting of the Board.
3. The Secretary shall give at least seven (7) days prior notice by telephone, facsimile, mail, or electronically to each director specifying the date, time, and place of any meeting of the Board. Such notice shall include any special matters to come before the Board at such meeting.
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 Directors
ARTICLE V - OFFICERS
Section 1. President
The President shall preside at all meetings of the Board of Directors and all general meetings of the members of the Association. The President shall have the power to call special meetings of the Association, to appoint committees and prescribe their functions toward furthering the objectives of the Association, and to affix the signature of this Association, when countersigned by any other officer of the Association, 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 Association 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 Directors and of general meetings of the members; shall serve all notices requires by law or By-laws of this Association; 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 Directors.
Section 4. Treasurer
The Treasurer shall supervise the financial affairs of the Association, 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 Directors on the status of the Association on a regular basis.
Section 5. Compensation
Officers shall serve without compensation, exclusive of reasonable expenses as approved by the Board.
ARTICLE VI - MEMBERSHIP MEETINGS
Section 1. Annual Meetings
The annual meeting of the members of this Association shall be held at such a time and place as designated by the Board of Directors. The President shall preside at all annual meetings.
Section 2. Special Meetings
Special meetings of the members of this Association may be called by the President or by a majority of the Board of Directors. The President shall preside at all special meetings
Section 3. Notice
Notice of all meetings of the members of this Association shall be given to all members at least seven (7) days prior to such meeting by telephone, facsimile, or mail. Such notice shall state the date, time, and place of the meeting and the subject matter(s) to come before the 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 Directors. Proxy votes shall not be permitted. Cumulative votes shall not be permitted
ARTICLE VII - COMMITTEES
Section 1. Standing Committees
The Standing Committees of the Association shall be: Championship/Tournament; Membership Services; Junior; and Communication Services. Sub-committees of Handicap Administration and Course Rating shall also be formed as deemed advisable by the Board. The committees shall have advisory and administrative functions only, as determined by the Board of Directors.
Section 2. Chairman
The Standing Committees shall be chaired by the members of the Board of Directors who are not also officers. Such chairmen shall be responsible for carrying out the directives of the Board of Directors and supervised by the President, and shall report current activities and planning to the Board of Directors an annual meetings or as may be requested by the President.
Section 3. Meetings
Meetings may be called by the Chairman of any such committee or by the President. The Chairman shall preside at committee meetings. Notice of such meetings shall be given by the Chairman or Secretary to all committee members at least seven (7) days prior to such meeting by telephone, facsimile, or by mail. Such notice shall state the date, time, and place of the meeting.
ARTICLE VIII - Miscellaneous
Section 1. Fiscal Year
The fiscal year of this Association shall be the calendar year unless otherwise determined by the Board.
Section 2. Compensation
Members of the Board of Directors and all officers elected by them shall serve without compensation exclusive of reasonable expenses approved by the Board.
Section 3. Loans
No loans shall be contracted on behalf of this Association and no evidence of indebtedness shall be issued in its name unless authorized by the Board.
Section 4. Quorum
Unless a different percentage is specified in these Regulations for a particular act of the Board, any approval, authorization, or action by the Board shall require an affirmative vote of three-fourths (3/4) of the members of the Board present constituting a quorum.
Section 5. Amendments
These regulations may be amended from time to time by the Board of Directors upon a meeting called for such purpose or at a quarterly meeting. The notice for such meetings must state that there will be a vote to amend these Regulations and the substance of such amendment.