BYLAWS OF THE

WOMEN’S CAROLINAS GOLF ASSOCIATION, INC.

Revised April 5, 2011

ARTICLE I

Name

The name of this organization shall be the Women’s Carolinas Golf Association, hereinafter referred to as the Association or WCGA.  The WCGA is an IRS 501(c)(4) organization.

ARTICLE II

Objective

The objective of this Association shall be to promote and conserve fellowship and friendly competition among women golfers of the two Carolinas; to hold a Championship Tournament each year; and to hold or sponsor such events from time to time as the Board of Directors shall deem advisable.

ARTICLE III

Membership

Section 1.

A.  Club.  Membership in this Association shall be open to any golf club or golf course, hereinafter referred to as club/course, situated in North Carolina or South Carolina, which has paid its annual dues.  Any female amateur golfer, whose primary residence is North Carolina or South Carolina based on her federal tax returns, with an established USGA handicap at any such club/course, shall be deemed a member of the WCGA. In the case of gender reassignment, the player must comply with the Gender Policy of the United States Golf Association.  Compliance procedures may be found in the Appendix on page 26 and 27, and at the following link: www.wcgagolf.org.

B.  Individual.  Membership in this Association shall be open to any female amateur golfer whose primary residence is North Carolina or South Carolina based on her federal tax returns, and who has an established USGA handicap. When she has paid her annual dues, she shall be deemed a member of the WCGA.  In the case of gender reassignment, see Section 1. A

Section 2.  A club/course or individual may be admitted to membership in the Association upon payment of the annual Association dues.

Section 3.  The acceptance of membership in this Association shall bind each club/course or individual to abide by all the conditions of the Bylaws and regulations of this Association and to accept and enforce all decisions by the Board of Directors within its jurisdiction.

ARTICLE IV

Board of Directors

Section 1.

A.   Powers and Duties.  Subject only to the provisions of these Bylaws, and to such action as may be taken from time to time by the Association itself at any annual membership meeting, the Board of Directors shall have entire control and management of the business affairs, property, and policies of this Association.  It shall have the power to appoint special committees and delegate to them such duties as may be expedient and within the limitations herein contained.

B.   Removal.  Any member of the Board of Directors may be removed by a 2/3 vote of the entire Board of Directors whenever it is deemed to be in the best interest of the Association.

Section 2.

Executive Committee.  The officers of this Association shall be a President, Vice President, Secretary, and Treasurer, who shall constitute the Executive Committee. All officers must be members of the WCGA in good standing.

A.   President.  The President shall preside at all meetings of the Association and of the Executive Committee and Board of Directors and, in general, shall perform the duties incident to her office.  She shall have the power to fill by appointment any vacancy occurring on the Board of Directors with the assistance of the Vice President.  She shall serve as an ex-officio member of all committees. She shall give and serve notice of all meetings. She shall provide the CGA with an annual accounting of how funds donated by the CGA were used. She shall update the Benchmarks yearly for the secretary and keep a copy in the President’s book.

B.   Vice President. During the absence or inability of the President to act, the Vice President shall perform the duties of the President.  The Vice President shall be responsible for securing a bonafide invitation for the Championship in writing at least a year in advance, from an official of the club issuing the invitation.  The Vice President shall serve as Parliamentarian. She shall also be Inventory Chairman and hold items of the Board such as tournament and board pins, Championship trophies, scrapbooks, and other items the Board designates.

C.   Secretary: The Secretary shall keep the records of all meetings of the Association and of the Board of Directors and send copies of the minutes to all Board members following the meeting. She shall have charge of all correspondence and papers of the Association. At each meeting of the Association, she shall read the minutes of the previous meeting. She shall keep a computerized copy of the Bylaws and Standing Rules, make necessary changes when amended, and distribute updated copies to all Board members. She shall keep a copy of the Benchmarks in her notebook and also on the computer, providing yearly updated copies to all Board members. She shall take steps to make sure that all minutes, Bylaws, Guidelines, and important WCGA information on her computer is backed up.

D.   Treasurer:  The Treasurer shall keep a full and accurate account of all monies received and shall deposit same in the name and to the credit of the Association in such depositories as she and the President of the Association may agree upon.  She shall disburse all monies under the direction of the Board of Directors. She shall present at each annual meeting a written report of the financial affairs of the Association, and shall make a like report to the Board of Directors at each Board meeting and whenever requested by the Board of Directors to do so.  She shall send and receive all membership applications, maintain membership records, and notify each new club/course or individual member of their acceptance.

Section 3.  Members-at-Large.  There shall be four Members-at-Large.  They shall all be members of the WCGA in good standing. A Member-at-Large shall represent the WCGA, listen to suggestions and comments from the members and bring them to the Board meetings, attend all Board meetings, and serve in any such capacity as needed.  The Members-at-Large shall be elected at the annual meeting.

Section 4.  Appointed Positions.

All must be members of the WCGA in good standing.  See specific duties in the Standing Rules under guidelines on the listed indicated pages.

A.  Team Match Captain and Co-Captain (Women’s Carolinas/Virginias Team Match, pgs. 22-23)

B.  Junior Girls’ Director   (Junior Girls’ pg. 24)

C.  Championship Administrator (Championship Administrator pg. 19

D.  Championship Director (Championship Director pg. 15)

E.  Championship Chairman (Championship Chairman page 12)

Section 5.  Ex-Officio.  The retiring President shall serve for two years in an advisory capacity, and as a voting member of the Board of Directors.

Section 6.  Elections and Appointments. Every effort should be made to assure equal representation between the two states.  Any member of the Board of Directors may serve additional terms in the same position.  Terms for elected positions shall begin within 30 days from the date of election and terms for appointed positions will be effective immediately.

A.   Officers and Members-at-Large shall be elected by acclamation at the annual membership meeting every two years.  Terms of office shall be two years.

B.    Appointments are made by the President, and with the exception of the Championship Chairman, are also two-year terms.  The current Championship Chairman should serve on the Board in a non-voting capacity.

Section 7. Nominating Committee.

A.   The Nominating Committee shall consist of the current President, Vice President, and Ex-Officio, who will also serve as the chairperson.

B.   Candidates may be placed in nomination from the floor.  All nominees, both from the committee and from the floor, shall have consented to serve, if elected, before they are nominated.

Section 8.  Vacancies.  Vacancies occurring on the Board of Directors, between the times of elections/appointments, shall be filled by appointment by the President with the assistance of the Vice President.  Such service shall not count in the length of time in office, as it is an interim position.

Section 9.  Meetings.  The Board of Directors shall hold its regular annual meeting immediately preceding the annual championship and shall meet regularly in the fall and spring of each year.  Special meetings may be held at any time upon call of the President or any three members of the Board of Directors, with ten days notice of such meetings required. When appropriate, special meetings may be held by the President through email or conference calls to all board members to resolve issues in a timely manner.

Section 10. Voting. Quorum.  The President may call a vote by email after each board member is duly notified.  A majority of its members shall constitute a quorum at any regular, or special meeting of the Board of Directors.

ARTICLE V

Annual Meeting

Section 1.  Annual Meeting.  The annual meeting of this Association shall be held during the week of the annual Championship.

Section 2.  Voting Privileges.  (See ARTICLE III, Section 1 A and B)

A.   Each individual member through a club/course and each individual member independent of a club/course shall be entitled to attend the annual meeting, to take part in the discussion, and shall have the privilege of one vote.

B.   Voting shall be by acclamation unless a special resolution is adopted for taking the vote by ballot.

Section 3.  A Decision.  A majority of the votes cast shall constitute a decision.

ARTICLE VI

Dues

Section 1.

A.   Existing Memberships. The annual dues for each club/course must be paid prior to the Championship entry deadline.  Individual annual dues must be paid prior to the championship entry deadline.

B.   The Board of Directors shall determine the amount of the annual dues for club/course and individual membership.

Section 2.  The fiscal year ends May 31.

ARTICLE VII

Parliamentary Procedure

In matters not covered by the Bylaws, Robert’s Rules of Order shall govern all meetings of this Association and its board of Directors.

ARTICLE VIII

Amendments

These Bylaws may be amended, altered, or repealed by a 2/3 vote of the Board of Directors at any meeting of the Board of Directors.  Written notice of such changes must be given to each Board of Directors member at least ten days prior to the required vote.

ARTICLE IX

Dissolution

In the event of the dissolution of the Association, any and all assets remaining after payment of all debts and obligations shall be distributed to one or more organizations which are exempt from taxation pursuant to Section 501(c)(4) and Section 170(c)(2) of the Internal Revenue code of 1986, as amended, or to other not-for-profit organizations or associations organized for the same or similar purposes as the Association. The recipient(s) shall be selected by the Board of Directors.

ARTICLE X

Constitution Repealed

The Constitution and Bylaws of the Women’s Carolinas Golf Association previously adopted and revised are hereby repealed.

ARTICLE XI

Standing Rules

The following Standing Rules are the Policies, Procedures, and Guidelines that the Board of Directors follows in conducting its business and events. The Standing Rules may be amended, changed, suspended, or eliminated without notice, at any type of meeting by a 2/3-majority vote of the Board of Directors.  A simple majority vote is required if notice (written or electronic) of such changes is given to each Board of Directors member at least 10 days prior to the required vote.