Bylaws of

Arizona Seniors Golf Association

An Arizona non-profit corporation

As Amended and Adopted on November 25, 2019

 

ARTICLE 1

OFFICES

          The principal office of the Arizona Seniors Golf Association (“Corporation”) in the State of Arizona shall be located in Phoenix, metropolitan area.  The Corporation may have other offices within the State of Arizona as the Board of Directors (“Board”) may determine or as the affairs of the Corporation may require from time to time.

            The Corporation also shall have and continuously maintain in the State of Arizona a known place of business and a statutory agent whose office may be identical with a known place of business as may be required by the Arizona Nonprofit Corporation Act (as may be amended from time to time, the “Act”).  The known place of business in the State of Arizona and the principal office may be identical and may be changed from time to time by the Board.

 

ARTICLE 2

OBJECT OF THE CORPORATION

            The purpose of the Corporation shall be to promote friendly competition and good fellowship in golf among senior individuals (50 years of age and older), to hold an annual tournament and to hold those other golf tournaments and competitions as may be determined by the Board, and, in general, to advance the best interest of golf among seniors.

 

ARTICLE 3

MEMBERSHIP

            SECTION 3.1.  Classes of Members.  The Corporation shall have one class of members.

1. Members will consist solely of any person who has reached the age of 50 years, who has applied for membership on the Corporation’s current membership application, who has paid the designated annual dues, and who meets either of the following requirements:  (i) is a golfing member in good standing of a private golf club that has been designated by the Board as a member club;  (ii) is a golfing member of any other private golf club within or outside the State of Arizona as the Board my approve from time to time;  or (iii) is not a member of a private golf club but who otherwise meets the criteria for membership and who has been accepted for membership by the Board.
2. A “private golf club” is any club determined by the Board to constitute a private “members only” golf club, in which its members hold equity interests, revocable memberships, stock certificates, or similar membership certificates.  Examples of private golf clubs include Phoenix Country Club, Arizona Country Club and Briarwood Country Club.

SECTION 3.2.  Approval of Members.  Any person who applies for membership will be deemed to have been approved for membership at the next scheduled Board meeting after their application has been submitted and dues paid unless their application has been rejected by the Board in writing for age, payment, or other reasons.

SECTION 3.3.  Maximum Number.  The members of the Corporation shall be limited to 300 members.

SECTION 3.4.  Voting Rights.  Each member shall be entitled to one vote on each matter submitted to a vote of the members.  There is no cumulative voting.

SECTION 3.5.  Termination of Membership 

1. The Board, by affirmative vote of two-thirdsof all of the members of the Board, may suspend or expel a member for conduct unbecoming a member after giving the member at least 10 days prior notice that the Board will take action at an appropriate hearing to suspend or expel the member or inappropriate conduct.
2. The Board, by a majority vote of those present at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership or suspend the membership of any member who is in default in the payment of dues or other monies due the Corporation.

SECTION 3.6.  Resignation.  Any member may resign by filing a written resignation with the Secretary.  The resignation shall not relieve the member of the obligation to pay any dues, assessments, or other charges previously accrued and unpaid.

SECTION 3.7.  Transfer of Membership.  Membership in this Corporation is not transferrable or assignable.

 

ARTICLE 4

MEETINGS OF MEMBERS

            SECTION 4.1.  Annual Meeting.  An annual meeting of the members shall be held on the date of the last or next to last golf tournament sponsored by the Association usually held in April in each year, or at any other time and place set by the Board.  At the annual meeting, the members will vote to approve or disapprove the slate of officers proposed by the Board or to otherwise elect officers for the following fiscal year.  Vote may be held by written ballot or voice vote, as determined by the Board.

            SECTION 4.2.  Special Meetings.  The President, the Board, or the members (by written request signed by no less than 10% of the then-existing members) may call special meetings of the members.

            SECTION 4.3.  Place of Meeting.  The Board may designate any place within Maricopa County, State of Arizona, as the place of meeting for any annual meeting or for any special meeting.

            SECTION 4.4.  Notice of Meetings.  No notice will be required for the annual member meeting.  Written notice stating the place, day and hour of any special meeting of members shall be delivered to each member entitled to vote at such meeting, not less than 10 days before the date of such meeting.  Notice will be given by the method of communication chosen by the Board, which may include electronic mail or the posting of notices on the Corporation’s website.  Notice will be provided at the direction of the President, or the Secretary, or the officers or persons calling the meeting.  In case of a special meeting or when required by stature or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice.

            SECTION 4.5.  Informal Action by Members.  Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, shall be signed by at least a majority of the voting power of the members entitled to vote with respect to the subject matter thereof, unless the articles or these Bylaws require a different amount of voting power.

            SECTION 4.6.  Quorum.  The members holding one-quarter of the votes which may be cast at any annual or special meeting shall constitute a quorum at the meeting.  If a quorum is not present at any meeting of the members, a majority of the members present may adjourn the meeting from time to time without further notice.

            SECTION 4.7.  Proxies.  No proxies shall be authorized at any meeting of the members.

            SECTION 4.8.  Manner of Acting.  For purposes of any vote requiring member vote, a majority of the votes entitled to be cast by the members present at the meeting at which a quorum is present shall be necessary for the adoption or approval of the matter, unless a greater proportion is required by law or by these Bylaws.

 

ARTICLE 5

BOARD OF DIRECTORS

 

            SECTION 5.1.  General Powers.  The Board shall manage the affairs of the Corporation.  Directors shall be members of the Corporation.

            SECTION 5.2.  Number, Tenure and Qualifications.  The number of Directors shall be no less than five and no more than 15.  The Board will consist of the immediate past President, the current President, Vice President, Secretary/Treasurer, and Membership Chairman and those other members who may be designated by the then-existing Board as additional or replacement members.  Each Director shall hold membership on the Board for a maximum term of six consecutive years, unless otherwise approved by the Board.

            SECTION 5.3.  Annual and Regular Meetings.  Regular annual meeting of the Board shall typically occur prior to all scheduled tournaments and such other times as deemed necessary.  At or prior to the annual meeting of the members at which the ensuing year’s officers are to be elected, the President will designate any regular or special Board meeting for the purpose of electing officers for the following year and to take such other actions as necessary.

            SECTION 5.4.  Special Meetings.  Special meetings of the Board may be called by or at the request of the President or the request of no less than 50% of the Board members.  The President may fix any place within the State of Arizona as the place for holding any special meeting of the Board called by them.

            SECTION 5.5.  Notice.  Notice of any special meeting of the Board shall be given in the same manner as member meetings.  The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a 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.  The purpose of any special meeting of the Board shall be specified in the notice of such meeting.

            SECTION 5.6.  Quorum.  A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the Directors are present at said meeting, a majority of the Directors present any adjourn the meeting from time to time without further notice.

            SECTION 5.7.  Manner of Acting.  The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or by these Bylaws.

            SECTION 5.8.  Vacancies.  The affirmative vote of a majority of the remaining directors, though less than a quorum of the Board may fill any vacancy occurring in the Board and any directorship to be filled by reason of an increase in the number of directors.  A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

            SECTION 5.9.  Compensation.  Directors as such shall not receive any salaries for their services.

            SECTION 5.10.  Action by Directors in Lieu of a Meeting:  Meetings by Conference Telephone. 

1. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.
2. The Board may participate in a regular or special meeting of the Board or of a committee by means of conference telephone or by any means of communication by which all Directors participating may hear one another during the meeting.  A Director participating in meeting by this action is deemed to be present in person at the meeting.

 

ARTICLE 6

OFFICER

 

            SECTION 6.1.  Officers.  The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary/Treasurer (which also may be separately held), a Membership Chairman, and other officers as may be elected by the members.  The Board may appoint other officers, including a Handicap Chairman, Tournament Chairman, or other officers as it shall deem desirable.  Officers appointed by the Board will have the authority and perform the duties prescribed, from time to time, by the Board.  The same person may hold any two or more offices, except the office of President.  For example, the same person may be the Secretary and Treasurer.

            SECTION 6.2.  Election and Term of Office.  Each officer shall hold office until his successor shall have been duly elected and shall have been qualified.

            SECTION 6.3.  Removal.  The Board may remove any officer that the Board elected or appointed whenever in its judgment the best interests of the Corporation would be served by their removal.

            SECTION 6.4   Vacancies.  The Board may fill a vacancy in any office because of death, resignation, removal, disqualification or otherwise, for the unexpired portion of the term.

            SECTION 6.5.  President.  The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation.  The President shall preside at all meetings of the members and of the Board.  The President may sign, with the Secretary or any of the proper office of the Corporation authorized by the Board, any contracts or other instruments which the Board has authorized to be executed, except in the case where the signing and execution is expressly delegated by the Board or by these Bylaws or by statute to some other officer or agent of the Corporation.  In general, the President shall perform all duties incident to the office of President and other duties as the Board may prescribe from time to time.

            SECTION 6.6.  Vice President.  In the absence of the President or in the event of inability or refusal to act, the Vice President (or if there be more than one Vice President, the Vice Presidents in order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  The Vice President also shall be the Tournament Chairman who will contact, contract with, and oversee the golf and catering of each golf tournament and promote other tournament activities.  Any Vice President shall perform all other duties as the President or the Board may assign to him from time to time.

            SECTION 6.7.  Treasurer.  The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all money in the name of the Corporation in banks, trust companies, or other depositories as shall be selected by the Board.  The Treasurer, in general, shall perform all the duties incident to the office of Treasurer and other duties as the President or the Board may assign to the Treasurer from time to time.  The duties of the Treasurer and Secretary may be combined.

            SECTION 6.8.  Secretary.  The Secretary shall keep the minutes of the meetings of the members and of the Board in one or more books provided from that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, be custodian of the corporate records, keep a register of the post-office address of each member which each member shall furnish to the Secretary, and in general perform all duties incident to the office of Secretary and other duties as the President or the Board my assign to the Secretary from time to time.  The duties of the Secretary and the Treasurer may be combined.

 

ARTICLE 7

COMMITTEES

            SECTION 7.1.  Committees.  The Board, by resolution adopted by the Board, may designate and appoint one or more committees, each of which shall consist of at least one Board member.  Each designated committee shall have and exercise the authority of the Board in reference to amending, altering, or repealing the Bylaws; electing, appointing, or removing any member of any committee or and Director or officer of the Corporation; amending the articles of incorporation; restating the articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution fothe Corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Corporation; or amending, altering, or repealing an y resolution of the Board which by its terms provides that it shall not be amended, altered, or repealed by such committee.

            SECTION 7.2.  Rules.  Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules that the Board adopts.

 

ARTICLE 8

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

            SECTION 8.1.  Contracts.  The Board my authorize any officer or officers, agent or agents of the Corporation, in addition of the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and this authority may be general or confined to specific business.

            SECTION 8.2.  Checks, Drafts, etc.  All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer(s), agent(s), or administrative managers of the Corporation and in a manner as the Board shall from time to time be determined by resolution.

            SECTION 8.3  Deposits.  All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select.

            SECTION 8.4  Gifts.  The Board may make periodic gifts of the Corporation’s funds to those charities and organizations as may be approved by the Board.

 

ARTICLE 9

CERTIFICATES OF MEMBERSHIP

            The Board my provide for (but is not required to provide for) the issuance of certificates evidencing membership in the Corporation in a form approved by the Board.

 

ARTICLE 10

BOOKS AND RECORDS

            The Corporation shall keep correct and complete books and records of account and shall also keep minute so the proceedings of its members, Board and committees having any of the authority of the Board and shall keep at its registered an principal office a record giving the names and addresses of the members entitled to vote.  Any member, or his agent or attorney, may, for any proper purpose, inspect all books and records fo the Corporation at any reasonable time.

 

ARTICLE 11

FISCAL YEAR

           
            The fiscal year of the Corporation shall begin on the 1st day of July of each calendar year and end on the last day of June in each calendar year.

 

ARTICLE 12

DUES

            SECTION 12.1.  Annual Dues.  The Board may determine from time to time the amount of initiation fee, if any, and annual dues payable to the Corporation by its members.

            SECTION 12.2.  Payment of Dues.  Dues shall be payable at those times and amounts determined by the Board, but, generally, all annual dues must be paid concurrent with the submittal of a membership application.

            SECTION 12.3.  Default and Termination of Membership.  When any member has failed to pay annual dues or tournament fees to the Corporation, the Board may terminate the membership in the manner provided in Article 4 of these Bylaws.

 

ARTICLE 13

SEAL

            No seal shall be necessary for the Corporation.

 

ARTICLE 14

WAIVER OF NOTICE

            Whenever any notice is required to be given under the provisions of the Arizona Nonprofit Corporation Act or under the provisions of the articles of incorporation or the Bylaws of the Corporation, a waiver of notice in writing signed by the person or persons entitled to notice shall be deemed equivalent to the giving of such notice.