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Golf for Scholarships Committee

Section 7. President. The President shall be a salaried staff head selected by, but not of, the Board of Directors and shall be responsible for the administration and management of the Association. The President shall employ and may terminate members of the staff necessary to carry on the work of this Association, and shall manage and direct all functions and activities of this Association and perform such other duties as my be duly specified by the Board of Directors. Section 8. Secretary. The Secretary shall give notice of and attend meetings of this Association, be responsible for the keeping of a record of all proceedings, attest documents and perform such other duties as are usual for such official or as may be duly assigned to the office. Section 9. Treasurer. The Treasurer shall be responsible for keeping an account of all monies received and expended for the use of this Association and shall make a report at the Annual Meeting or when called upon by the Chair of the Board. The funds, books and vouchers of this Association will at all times be subject to verification and inspection by the Board of Directors. Section 10. Bonding. At the direction of the Board of Directors, any officer, director, trustee or employee of this Association shall furnish, at the expense of this Association, a fidelity bond, in such a sum, as the Board shall prescribe.

ARTICLE VIII COMMITTEES

Section 1. The Chair of the Board shall annually appoint such standing, special or subcommittees as may be required by the bylaws or as may be necessary. Section 2. Executive Committee. The Chair of the Board, Vice Chair of the Board and Immediate Past Chair of the Board shall constitute an Executive Committee with the Chair of the Board also chairing the Committee. This Committee may exercise the powers of the Board of Directors at the direction of the Board or carry out specific urgent business when there is not sufficient time to schedule a meeting of the Board as a whole to resolve the issue(s). Meetings may be held at the direction of the Board as a whole, when called by the Chair or when requested by two (2) members of the Committee. Three (3) members of the Committee shall constitute a quorum. All action taken by this Committee will be reported to the Board of Directors at the next succeeding meeting. Section 3. Nominating Committee. The Vice Chair of the Board, Past Chair of the Board and a Member-at-Large appointed by and of the Board of Directors as a whole shall constitute the Nominating Committee with the Past Chair of the Board chairing the Committee.

In the event the Vice Chair of the Board or Past Chair of the Board is unable to serve on the Nominating Committee, Member(s)-at-Large shall be appointed by and of the Board of Directors as a whole to fill the vacant position(s). During the last quarter of each calendar year, the Chair of the Board shall charge the Nominating Committee to nominate candidates for expiring Board of Director positions. The Committee shall notify the Secretary, in writing, by the first day of January of the candidates it proposes and the Secretary shall prepare a ballot for the membership to be mailed or otherwise transmitted on or before ten (10) days prior to the annual meeting to each member or its representative eligible to vote. Ballots will be formatted so as to allow members to write in candidates not previously nominated.

ARTICLE IX MAIL VOTE

Section 1. Whenever, in the judgment of the Board of Directors, any question arises which it believes should be put to a vote of the membership and when it deems it inexpedient to call a special meeting for such purpose, the Board may, unless otherwise required by these bylaws, submit such matter to the membership in writing by mail for vote and decision, and the question thus presented will be determined according to majority of the votes received by mail within ten (10) days after such submission to the membership, provided in each case, votes of at least ten (10) percent of the membership, but in no case less than twenty (20) members will be received. Any and all action taken in pursuance of a majority mail vote in each such case will be binding upon this Association in the same manner as would be action taken at a duly called meeting. Section 2. The Board of Directors may authorize votes of the membership (including election of Directors) to be solicited and conducted by electronic means in addition to mail, with votes solicited or cast by electronic means having the same effect as those cast by mail.

ARTICLE X FISCAL YEAR

Section 1. The Board of Directors shall determine the fiscal year of the association.

ARTICLE XI SEAL/LOGO

Section 1. This Association shall have a seal or logo(s) of such design as the Board of Directors may adopt.

ARTICLE XII INDEMNIFICATION

Section 1. This Association shall indemnify any person who was or is party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative by reason of being or having been a director, officer, employee or agent of this Association, or member of any committee of this Association, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of this Association, and with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, will not, of itself, create or its equivalent, shall not, of itself, create a presumption the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of this Association and with respect to any criminal action or proceeding, had reasonable cause to believe the conduct was unlawful. Section 2. To the extent a director, officer, employee, agent or committee member of this Association has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article XII in defense of any claim, issue or matter therein, the person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection therewith.

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