CPGA - Constitution and Bylaws

THE COLORADO SECTION of THE PROFESSIONAL GOLFERS’ ASSOCIATION OF AMERICA

Constitution & Bylaws Revised March 26, 2012

COLORADO SECTION OF THE PROFESSIONAL GOLFERS’ ASSOCIATION OF AMERICA CONSTITUTION & BYLAWS CONSTITUTION ARTICLE I NAME, BOUNDARIES, PURPOSE Section 1 Name The organization shall be named “The Colorado Section of the Professional Golfers’ Association of America,” which is a not-for-profit corporation organized under the laws of the State of Colorado and shall be referred to as the “Section.” The Professional Golfers’ Association of America shall be referred to as the “Association.” The geographical boundaries of the Section shall be those prescribed by the Association.

Section 2 Purpose The purpose of the Section shall be to promote the enjoyment and involvement in the game of golf within the Section, and to contribute to its growth by providing services to golf professionals and the golf industry within the Section.

The Section will accomplish this purpose by enhancing the skills of its professionals and the opportunities for amateurs, employers, manufacturers, employees, and the general public within the Section.

In doing so, the Section will elevate the standards of the professional golfers’ vocation, enhance the economic well-being of the individual member, stimulate interest in the game of golf, and promote the overall vitality of the game within the Section.

Section 3 Jurisdiction The scope of this Constitution is intended to encompass, but not exceed, that area of jurisdiction granted the Section by the Association, and shall not conflict with the Constitution, Bylaws, Regulations or Policies of the Association.

ARTICLE II MEMBERSHIP Section 1 Members Members of the Section must also be members of the Association and conform to all membership requirements set forth by the Association.

Section 2 Honorary Members The Section Board of Directors may extend the title, “Honorary Member, Colorado Section” to any person who has made an extraordinary contribution to the game of golf or Section. Honorary Members shall not be granted any rights or privileges afforded members of the Association.

ARTICLE III ORGANIZATION Section 1 Chapters The Section Board of Directors may exercise the power to create and charter Chapters within the Section boundaries in accordance with the Bylaws.

Section 2 Officers (a) Elected Officers: The Officers of the Section shall include President, Vice-President and Secretary who shall serve a term and have powers and duties specified in the Bylaws. (b)

Chief Executive Officer: The Chief Executive Officer shall be the Section Executive Director who shall be selected by the Board of Directors and whose duties and responsibilities are specified in the Bylaws.

(c)

Officers Committee: Between meetings of the Board of Directors, the President, Vice-President and Secretary shall constitute an Officers’ Committee, which shall be authorized to act for the Section in accordance with the Bylaws, Regulations and Policies adopted by the Board of Directors.

Section 3 Board of Directors (a) Composition: The Board of Directors shall be comprised of the three Officers, the Honorary President, any Chapter President, any Section member(s) who are currently serving, or who have in the past served on the PGA of America’s Board of Directors as District 9 Director, and nine (9) At-Large Directors and up to two (2) Independent Directors as set forth in the Bylaws. (b)

Authority and Responsibility: The Board of Directors shall conduct its business and shall be responsible for the management of the Section in accordance with the Articles of Incorporation, Constitution, Bylaws and Regulations. Between Membership Meetings, the Board of Directors shall have full authority in all matters, including the power to interpret the Constitution and Bylaws and to give direction in cases not provided for therein. In matters of emergencies and/or the good of the Section, the Board of Directors shall have complete and final authority.

(c)

Policy and Procedure: The Board of Directors shall conduct its business in accordance with the Bylaws.

Section 4 Amendments The membership may amend the Constitution in the following manner: (a)

The Board of Directors, Committees, Chapters, or membership may propose amendments to the Constitution by Resolutions submitted to the Officers Committee in accordance with the Bylaws.

(b)

The Officers Committee shall harmonize all such proposed amendments and shall submit them to the membership in accordance with the Bylaws.

(c)

Proposed amendments may be amended by a majority of those attending and present at the time of voting and may be adopted by a two-thirds majority of those attending and present at the time of voting at a Membership Meeting.

All amendments to the Constitution shall become effective when adopted or at the time specified in the amendment.

Section 5 Indemnification The Section shall indemnify every person who was or is a party or was or is threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he was or is a Director, Officer, employee or agent of the Section, against expenses, judgments, fines and amounts paid in settlement.

Section 6 Interpretation All disputes or issues regarding the interpretation of the Constitution, Bylaws and Regulations shall be interpreted and resolved by the Board of Directors whose decision shall be final.

Section 7 Dissolution The Section shall use its funds only to accomplish the objectives and purposes specified in the Constitution and no part of said funds shall inure or be distributed to the Members of the Section. On dissolution of the Section, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, or philanthropic associations selected by the Board of Directors.

Section 8 Rules of Order Meetings shall be conducted in accordance with Roberts Rules of Order. There shall be no proxy voting at any meeting of the membership.

ARTICLE IV MEETINGS Section 1 Membership Meetings There shall be two meetings of the Section membership each year, Spring and Fall, the dates to be set by the Board of Directors.

Section 2 Special Meetings Special meetings may be called by the Board of Directors or by a petition signed by fifty-one percent (51%) of the membership.

Section 3 Notice of Meetings Notice of Membership Meetings and Special Meetings shall be given, in writing, to the membership at least thirty (30) days prior thereto.

Section 4 Quorum A minimum of fifty (50) Section voting members as defined by the PGA of America Constitution and Bylaws shall constitute a quorum.

Section 5 Executive Session At any meeting, it shall be the privilege of the presiding Officer to declare an Executive Session at which time all but voting members and staff designated by the presiding Officer shall retire from the meeting.

Section 6 Presiding Officer At Membership Meetings and Special Meetings of the Section, the President or in his absence, the Vice President, or in their absence the Secretary shall preside.

Section 7 Honorary Officers The immediate Past President shall automatically be the Honorary President.

Section 8 PGA of America Meetings The President, Vice-President, Secretary and Honorary President shall serve as delegates and alternate delegates at all PGA of America meetings. The designation of those individuals to serve as delegates and alternate delegates shall be upon the assignment of the President. The Association and/or Section shall pay the reasonable expenses required for attendance to such meetings in accordance with the policies adopted by the Association and/or Section.

BYLAWS AND REGULATIONS ARTICLE I DEFINITIONS Section 1 Definitions The definitions of PGA Recognized Facilities, Employment, and other definitions shall be consistent with the PGA of America as outlined in the Association Bylaws, Article I. ARTICLE II CODE OF ETHICS Section 1 Code of Ethics The Section shall adopt Article II of the Association Bylaws in its entirety for Code of Ethics matters.

ARTICLE III APPRENTICES Section 1 Apprentices Section Apprentice status will be granted to those persons who have met the PGA of America requirements as outlined in the Association Bylaws, Article III. ARTICLE IV ELECTION TO MEMBERSHIP Section 1 Election to Membership In order to be eligible for election to membership in the Association, an individual must satisfy the PGA of America requirements as outlined in the Association Bylaws, Article IV. ARTICLE V CLASSES OF MEMBERSHIP Section 1 Classifications Members shall be classified as Active or Non-Active based on their employment status, standing with the Association and length of membership in the Association. Classifications shall be determined as outlined in the Association Bylaws, Article V. ARTICLE VI RIGHTS OF MEMBERSHIP Section 1 Rights of Membership Members of the Section shall have the rights of membership as outlined in the Association Bylaws, Article VI. ARTICLE VII PROFESSIONAL DEVELOPMENT PROGRAM Section 1 Professional Development Members of the Section shall be required to satisfy the requirements of the Association’s Professional Development Program as outlined in the Association Bylaws, Article VIII.

ARTICLE VIII OBLIGATIONS Section 1 Billing of Dues The annual dues of the Section shall become due and payable in accordance with and on the dates specified by the Association.

Section 2 Dues Members of the Section shall pay annual dues to the Section as follows: Master Professional Class “A” Member (excluding A-3 & A-8) Class A-8 Members Class A-3, Life Member-Active & Inactive Members Life Member-Retired & Retired Members Class F Members

$395.00 $395.00 $325.00 $100.00 $ 50.00 $395.00

Apprentices of the Section shall pay annual dues as follows: Class B-1, B-2, B-7 Members Class B-8 Members All Other Class B Members

$315.00 $175.00 $270.00

ARTICLE IX REPORTING REQUIREMENTS Section 1 Reporting Requirements Members and Apprentices shall be required to complete certain reporting requirements of the Association such as employment reporting, membership classification questionnaires and Association surveys as outlined in the Association Bylaws, Article XI. ARTICLE X CHAPTERS Section 1 Chapters The Section Board of Directors may exercise the power to create and charter Chapters within the Section boundaries, which are subordinate to the Section, subject to the following guidelines: (a)

The names of the Chapters shall be “_________ Chapter, Colorado Section, PGA of America”, indicating the geographic area included within the boundaries of the Chapter.

(b)

The jurisdiction of the Chapters shall extend only to discussion and action concerning local problems which pertain solely to the area covered by the Chapters.

(c)

Chapters shall only be organized with the consent of the Section.

(d)

Chapters shall exercise only those powers authorized by the Section, and all actions of the Chapters shall be subject to the review and approval by the Section Officers and/or the Section Board of Directors.

(e)

The Section shall have complete authority in their discretion to, at any time, withdraw the charters of any Chapters.

(f)

At least ten (10) members of the Association must reside within the boundaries of a Chapter in order to be eligible to be chartered by the Section.

(g)

Each Chapter shall elect Chapter Officers who shall be Master Professionals, Class “A” Members or Life Members whose duty it shall be to carry out the decisions of the Association and Section and to govern and direct the affairs of their respective Chapter in accordance with the Constitution and Bylaws of the Section.

ARTICLE XI THE OFFICERS

Section 1 Election of Officers (a) The Officers of the Section shall be comprised of the President, Vice-President and Secretary.

They shall be responsible to the membership and the Board of Directors for the proper performance of their respective duties. (b)

The Officers shall be elected by the Board of Directors at a Board of Directors Meeting held at least thirty (30) days prior to the Fall Membership Meeting by a majority of those Board of Directors present and voting.

(c)

The term of office shall be two (2) years and shall begin immediately following the administering of the oath of office at a Fall Membership Meeting and will end at the conclusion of the same ceremony two (2) years later.

(d)

The Officers shall not be eligible to be elected to the same office for more than one (1) term.

(e)

Individuals must have served a minimum of one-year, within the preceding five years, on the Section Board of Directors to be an eligible Officer candidate.

(f)

The Nominations Committee may propose eligible candidates for the Officers at least sixty (60) days in advance of the designated Board of Directors meeting in which the election is to be held.

(g)

If there are fewer than two (2) nominations for any office at the time of the election, oral nominations for such office may be made from any member of the Board of Directors.

Section 2 The President The President of the Section shall serve as the Chairperson of the Board of Directors and shall have the following powers and duties: (a)

To preside at all meetings of the Section and Section Board of Directors.

(b)

To appoint such committees and their chairpersons as he may deem necessary.

(c)

To serve as chief spokesperson for the Section on all issues and he shall keep the Officers, Board of Directors and Executive Director advised of such statements.

(d)

To represent the Section among PGA Members and Apprentices, the golfing public and other organizations.

(e)

To consult and advise the Executive Director of all matters pertaining to the Section’s policies, progress and finances.

(f)

To authorize the Executive Director to sign contracts and other obligations of the Section within the guidelines of policy adopted by the Board of Directors.

(g)

Such other powers and duties as may be prescribed by law, the Board of Directors or Constitution, Bylaws or Regulations of the Section.

Section 3 The Vice President The Vice President is primarily responsible for the financial affairs of the Section. He shall have the following powers and duties: (a)

To cause a complete annual financial report to be submitted to the Board of Directors as least thirty (30) days prior to the Spring Membership Meeting.

(b)

To review all financial reports which are issued by the Section.

(c)

To cause to be kept the accounts of the Section and direct the collection of all monies belonging to or due the Section and shall deal with the same under the direction of the Board of Directors.

He shall have the authority to sign checks and withdraw funds of the Section but may delegate this authority to the Executive Director or others.

(d)

To direct that all Officers and employees of the Section who are authorized to withdraw funds of the Section shall be bonded in an amount specified by the Board of Directors.

(e)

Such other powers and duties as may be prescribed by law, the Board of Directors or the Constitution, Bylaws or Regulations of the Section.

Section 4 The Secretary The Secretary is primarily responsible for the membership matters of the Section. He shall have the following powers and duties: (a)

To cause the minutes of all meetings of the Section to be kept and cause the call for such meetings to be made.

(b)

To cause a roll of Members of the Section to be maintained.

(c)

To be responsible for the maintenance of all correspondence and documents belonging to the Section.

(d)

Such other powers and duties as may be prescribed by law, the Board of Directors or the Constitution, Bylaws or Regulations of the Section.

Section 5 Vacancies (a) In the event of the absence or temporary disability of the President, the Vice President shall perform the duties of the President. If the President resigns, dies, transfers to another Section, or becomes totally incapacitated, he shall be succeeded by the Vice President. (b)

In the event of the absence or temporary disability of the Vice President, the Secretary shall perform the duties of the Vice President. If the Vice President resigns, dies, transfers to another

Section, or becomes totally incapacitated, he shall be succeeded by the Secretary, who shall become Vice President/Secretary for the remainder of the term of office. (c)

In the event of the absence or temporary disability of the Secretary, the Vice President shall perform the duties of the Secretary. If the Secretary resigns, dies, transfers to another Section, or becomes totally incapacitated, he shall be succeeded by the Vice President, who shall become Vice President/Secretary for the remainder of the term of office.

(d)

The Board of Directors may remove any individual from office by a two-thirds (2/3) majority of those voting at any Board of Directors meeting.

(e)

If not otherwise provided for in the Bylaws, the Board of Directors shall fill any vacancy in the offices of the President, Vice President or Secretary.

ARTICLE XII BOARD OF DIRECTORS

Section 1 Composition The Board of Directors shall be comprised of the three Officers, the Honorary President, any Chapter President, any Section member(s) who are currently serving, or who have in the past served on the PGA of America’s Board of Directors as District 9 Director, and nine (9) At-Large Directors and up to two (2) Independent Directors as set forth in the Bylaws.

Section 2 Duties and Powers (a) The Board of Directors shall be responsible for the management of the Section. (b)

Between Membership Meetings, the Board of Directors shall have full authority in all matters, including the power to interpret the Constitution and Bylaws, and to give direction in cases not provided for therein; the Board of Directors shall keep the Chapters and Members apprised of such matters in a timely manner.

(c)

The Board of Directors, by majority vote, may disseminate regulations which govern the rules and policies set forth in the Constitution and Bylaws of the Section. All orders and regulations made by the Board of Directors shall be binding unless set aside by two-thirds (2/3) majority of those voting at a Membership Meeting.

(d)

The Board of Directors shall decide complaints and disputes between Chapters.

(e)

The Board of Directors shall have the power to establish building, reserve or other such funds to accomplish the mission and objectives of the Section. The Board of Directors shall establish regulations for the administration of these funds.

Section 3 Meetings The Board of Directors shall meet at such times as determined by the President with a minimum of four (4) meetings per calendar year on a quarterly basis. Meetings may be held in person or via conference call. At all meetings of the Board of Directors, a majority of the Members shall constitute a quorum.

Section 4 Special Meetings The President may call a Special Meeting of the Board of Directors. If any Member of the Board of Directors requests a Special Meeting, the Secretary shall call such a meeting provided a majority of the Board of Directors has concurred in such requirements.

Section 5 At-Large Directors (a) Three (3) At-Large Directors shall be elected by the membership at each Spring Membership Meeting. (b)

The At-Large Directors shall be elected via ballot with the three (3) candidates receiving the highest total votes of those present and voting winning the election. Following the ballot, should a tie exist for the third and final position, a run-off ballot for those tied for such position will be conducted with the candidate receiving the highest total votes winning the run-off ballot. If still tied following the run-off ballot, additional run-off ballots shall be conducted until such time as the tie is broken.

(c)

The term of office for At-Large Directors shall be three (3) years and shall begin immediately following the administering of the oath of office at the next Fall Membership Meeting and will end at the conclusion of the same ceremony three years later.

(d)

The At-Large Directors shall not be eligible to be elected for more than two (2) consecutive terms.

(e)

The Nominations Committee may propose candidates for At-Large Director at least thirty (30) days in advance of the Spring Membership Meeting.

(f)

The Section shall forward the names of all candidates to the eligible voting membership at least fifteen (15) days prior to the Spring Membership Meeting.

(g)

If there are fewer than four (4) nominations at the time of the election, oral nominations may be made from the floor of the Spring Membership Meeting.

(h)

In the event of the death, disability, resignation, transfer to another Section, refusal to serve or any other reason in which an At-Large Director may be unable to serve the designated term, the Board of Directors shall choose the successor to fill the vacancy and serve the unexpired term at the Board of Directors meeting in which the vacancy is announced.

Section 6 (a) (b) (c)

(d) (e)

Independent Directors

Independent Directors, who are not Members of the Association, shall be elected by the Board of Directors from a list of one (1) or more names submitted to the President.

Independent Directors may vote on all Section matters except for those that specifically pertain to the membership only.

The term of office for the Independent Directors shall be three (3) years and shall begin immediately following the administering of the oath of office at the next Fall Membership Meeting and will end at the conclusion of the same ceremony three (3) years later.

The Independent Directors shall not be eligible to be elected for more than two (2) consecutive terms In the event of death, disability, resignation or refusal to serve on the part of any Independent Director, the Board of Directors may elect a successor to serve the unexpired term from a list of names submitted to the President.

ARTICLE XIII COMMITTEES Section 1 Naming of Committee Within thirty days after the Fall Membership Meeting, the President shall name such committees and appoint chairpersons.

Section 2 Committee Actions All Chairpersons shall report to the Board of Directors as may be necessary from time to time. The Board of Directors and/or the Officers Committee must approve all actions taken by each committee.

Section 3 Committee Reporting The Chairperson of each committee shall, prior to each Spring Membership Meeting, submit to the President a written report of the activities of the committee during the preceding period. The Chairperson shall further present a report to the members at the Spring Membership Meeting.

ARTICLE XIV DISTRICT DIRECTOR Section 1 Selection of District Director As required by the Association, from time to time, the Section shall select a District Director. (a)

The Section Member to serve as PGA of America District 9 Director shall be elected at a meeting of the Board of Directors held at least one (1) year in advance of the respective term by a majority of those Board of Directors present and voting.

(b)

The Secretary shall be notified of any nominations for this position or of anyone desiring to seek the position of PGA of America District 9 Director.

(c)

The Secretary shall notify the Board of Directors of those individuals seeking the position of District Director at least fifteen (15) days in advance of the designated Board of Directors meeting in which the election is to be held.

(d)

The Secretary shall notify the membership as to the Board of Directors selection for District Director within thirty (30) days following the election.

ARTICLE XV EXECUTIVE DIRECTOR

Section 1 Duties and Responsibilities (a) The Section Executive Director shall be the Chief Executive Officer and Administrator of the Section. (b)

The Executive Director, acting pursuant to policies, rules and directives prescribed by the Board of Directors, shall be responsible to the Officers for the day-to-day operations of the Section.

(c)

The Executive Director may represent the Section on behalf of the Officers before other organizations and the general public.

(d)

The Executive Director may speak for the Section and shall keep the Officers and Board of Directors advised of such statements.

(e)

The Executive Director shall have such other duties and responsibilities as are assigned by the Officers and/or Board of Directors.

Section 2 Selection of The Executive Director The Board of Directors shall select the Executive Director of the Section.

ARTICLE XVI AMENDMENTS Section 1 Amendments Procedure (a) The membership of the Section may amend the Constitution and Bylaws of the Section at a Membership Meeting in the following manner: 1) The Board of Directors, Committees, Chapters or membership may propose amendments to the Bylaws by resolutions submitted to the Officers Committee at least sixty (60) days prior to a Membership Meeting.

2) The proposed resolutions shall be harmonized and then submitted to eligible voting members in final form no later than fifteen (15) days prior to the Membership Meeting.

3) Proposed amendments may be amended by a majority and may be adopted by a two-thirds (2/3) majority of those present and voting at the Membership Meeting.

4) Amendments to the Bylaws shall be effective as specified in the amendment.

APPENDIX Membership Meeting Regulation Section 1.

Membership Meetings The following order of business shall be observed at Membership Meetings of the Section: 1.

Roll Call 2.

Reading of the minutes of the previous Membership Meeting 3.

Reading of the minutes of Board of Directors, Officers and Special Meetings since the last Membership Meeting 4.

Report of the President 5.

Report of the Vice-President 6.

Report of the Secretary 7.

Report of the Committees 8.

Report of the Chapters 9.

Report of the District Director 10.

Consideration and action on Proposed Resolutions 11.

New Business 12.

Open Forum 13.

Election and installation of Officers and Board of Directors 14.

Adjournment Section 2 The Oath of Office, to be administered to newly elected Officers and newly elected Members of the Board of Directors of the Section at the Fall Membership Meeting by a former President of the Section shall be a follows: “I, _________________, as an Officer/Member of the Board of Directors of the Colorado Section, Professional Golfers’ Association of America, do hereby affirm that I shall at all times adhere to and uphold the Association’s and Section’s Constitution, Bylaws, Rules and Regulations, and that I shall otherwise conduct my activities in a manner that shall be keeping with my position as an Officer or Member of the Board of Directors for the Section and which shall reflect credit upon the Association, the Section and its Members.”