NCPGA Bylaws

NORTHERN CALIFORNIA SECTION OF THE PROFESSIONAL GOLFERS’ ASSOCIATION CONSTITUTIO N AND BY-LAWS January 1, 2024 ARTICLE I NAME, PURPOSE, AFFILIATION, TERRITORY AND CONSTITUTION 1.1​

NAME The name of this corporation is the “NORTHERN CALIFORNIA SECTION OF THE PROFESSIONAL GOLFERS’ ASSOCIATION OF AMERICA, INC.”, a non-profit corporation.

1.2​

PURPOSE Shall be as stated in Article I, Section 2, of the Constitution of The PROFESSIONAL GOLFERS’ ASSOCIATION OF AMERICA. The mission of the Association is to promote the enjoyment and involvement in the game of golf and to contribute to its growth by providing services to golf professionals and the golf industry.

The Association will accomplish this mission by promoting the profession of golf professionals, enhancing the opportunities for amateurs, employers, manufacturers, employees, and the general public.

In so doing, the Association will elevate and enhance the skills and standards of the professional golfer’s vocation, promote the common business interests of golf professionals, stimulate interest in the game of golf, and promote the overall vitality of the game.

The Association is a non-profit membership corporation formed under the Florida Not-For-Profit Corporation Act (the “NPCA”). The Association is a professional association organized as a membership corporation not-for-profit within the meaning of section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the “Code”), and will not carry on any activities not permitted to be carried on by a Florida non-profit corporation or by an organization exempt from federal income taxation under Code section 501(c)(6).

1.3​

AFFILIATION This SECTION shall be affiliated with The PROFESSIONAL GOLFERS’ ASSOCIATION OF AMERICA as the NORTHERN CALIFORNIA SECTION, and subject to the Constitution, By-Laws, Regulations and Policies of The PROFESSIONAL GOLFERS’ ASSOCIATION OF AMERICA.

1.4​

TERRITORY The territorial limits of the SECTION shall be: All of the State of California that lies North of a line from Beatty, Nevada, including Porterville, to the intersection of California State Highway 33 and California State Highway 41, then continuing with a line from the intersection of the 33 and 41 to the intersection of State Highway 58 and U.S. Highway 101 then a line extending from the 58 and 101 intersection to the intersection of Kern Avenue and State Highway 1 and from that intersection a line through the intersection of Ramona Avenue and S. Bay Blvd. in Baywood Park to the Pacific Ocean. Also, that territory in the State of Nevada that is bound on the East by a straight line running directly South from the Western boundary of the State of Idaho to North 38th degree latitude and on the South by the North 38th degree latitude or boundaries as may be amended from time to time by the PGA of America Board of Directors.

1.5​

CONSTITUTION The By-Laws of this SECTION shall incorporate the Constitution and By-Laws of The PROFESSIONAL GOLFERS’ ASSOCIATION OF AMERICA, except as supplemented by the provisions contained in these By-Laws, provided these provisions shall not be inconsistent or at variance with the Constitution and By-Laws of The PROFESSIONAL GOLFERS’ ASSOCIATION OF AMERICA, nor with any of its rules and regulations, so long as said Constitution, By-Laws, Rules and Regulations are not in conflict with the Laws of the State of California or the Laws of the United States of America.

ARTICLE II CODE OF ETHICS

2.1​

THE PGA OF AMERICA The Code of Ethics of The PROFESSIONAL GOLFERS’ ASSOCIATION OF AMERICA is hereby adopted.

2.2​

VIOLATIONS A member or registrant in the PGA Professional Golf Management Program (PGA PGM) shall be deemed to have violated the Code of Ethics of the SECTION by committing any of the acts outlined in Article II, Section 3, of the Constitution and By-Laws of The PROFESSIONAL GOLFERS’ ASSOCIATION OF AMERICA or any amendments or modifications thereto.

ARTICLE III MEMBERS

3.1​

ELECTION PROCEDURE The procedure for election to membership shall be as stated in the Constitution of The PROFESSIONAL GOLFERS’ ASSOCIATION OF AMERICA.

3.2​

ELIGIBILITY Except honorary members, no person shall be eligible for membership, or shall retain membership in the SECTION unless that person is a member of The PROFESSIONAL GOLFERS’ ASSOCIATION OF AMERICA.

3.3​

CLASSIFICATIONS The SECTION shall have as many classifications of membership as The PROFESSIONAL GOLFERS’ ASSOCIATION OF AMERICA shall from time to time have, which classes shall be denominated and defined in the same manner as those of The PROFESSIONAL GOLFERS’ ASSOCIATION OF AMERICA.

3.4​

CHANGES IN CLASSIFICATION Annually the Section shall advise the National Office of the names of the members of the Section to whom a Membership Classification Questionnaire should be sent for the purpose of evaluating the employment status of such members. It shall be mandatory that such Questionnaire be completed and returned to the Secretary of the Association.

Any member who fails to comply shall be subject to suspension as referred to in the Constitution of The PROFESSIONAL GOLFERS’ ASSOCIATION OF AMERICA. If a non-temporary change in the employment status of a member places said member in a different class of membership, he/she shall be transferred to the appropriate class provided he/she received the approval of the BOARD OF DIRECTORS. Requests for such transfers may be initiated by the member, or the Secretary of the Section.

Any member who feels that he/she is improperly reclassified shall have the right to appeal to the BOARD OF DIRECTORS of the Section, provided such appeal is filed with the Secretary within thirty (30) days after notification to the member of their reclassification. Members may appeal the decision of the Section Board of Directors to the Board of Control pursuant to the provisions set forth in the PGA OF AMERICA By-Laws.

3.5​

RIGHTS Rights of members shall be as stated in the Constitution of The PROFESSIONAL GOLFERS’ ASSOCIATION OF AMERICA.

3.6​

DUES Section dues, according to classification, shall be fixed by the BOARD OF DIRECTORS. Each member shall be sent a notice if dues are changed.

The dues year of the Section shall correspond with the dues year of the Association.

3.7​ ASSESSMENTS The BOARD OF DIRECTORS may levy assessments against the members for any lawful purpose, in amounts per classification, and fix the time of payment with thirty (30) days notice setting forth the amount and reason.

ARTICLE IV DISCIPLINARY ACTION 4.1​

BASIS AND PROCEDURES The basis and procedures for Disciplinary Actions and appeal, of any member or registrant in the PGA PGM, shall be as stated in Article II, Section 4, entitled “Disciplinary Action” of the Constitution and By-Laws of The PROFESSIONAL GOLFERS’ ASSOCIATION OF AMERICA or any amendments or modifications thereto.

ARTICLE V MEETING S

5.1​

ANNUAL/SEMI-ANNUAL MEETINGS An Annual and Semi-Annual Meeting of members shall be held on call of the President at such time and place as may be determined by the BOARD OF DIRECTORS, and no less than twenty (20) days nor more than ninety (90) days notice thereof, shall be sent to all members. Notice shall include the general nature of the business to be conducted and those matters which the Board, at the time the notice is given, intends to present for action by the members (a)​

5.2​

AMENDMENTS The By-Laws may be repealed, altered or amended, and new By-Laws adopted at the Annual or SemiAnnual Meeting of members by vote of two-thirds (2/3) of the voting members present at the Meeting.

Proposed By-Laws or amendments thereto may be submitted to the Secretary in writing by either the BOARD OF DIRECTORS, or by any ten members in good-standing from the Section. Said proposed amendments, alterations, repeals and new By-Laws shall be forwarded to the Secretary and the Chair of the By-Laws Committee as defined in the Section Policies and Procedures manual. Said Policies & Procedures Manual shall be made available to voting member(s) upon request.

If an amendment or change is to be voted upon by the Membership, said amendment shall be forwarded by the Secretary to the members entitled to vote at least 20 days prior to the date of Annual or Semi-Annual Meeting. All amendments to the By-Laws shall become effective when adopted or at the time specified in the resolution.

SPECIAL MEETINGS. Any Officer of the Board, or 5 percent or more of the members, may call a special meeting of the members for any lawful purpose at any time. A special meeting called by any person entitled to call a meeting (other than the Board) shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the President or Vice President or the Secretary of the Section. The Officer receiving the request shall cause notice to be given promptly to the members entitled to vote stating that a meeting will be held at a specified time and date fixed by

the Board, provided, however, that the meeting date shall be at least 35 but no more than 90 days after receipt of the request. If the notice is not given within 20 days after the request is received, the person or persons

requesting the meeting may give the notice. Nothing in this section shall be construed as limiting, fixing, or affecting the time at which a meeting of members may be held when the meeting is called by the Board.

No business, other than the business that was set forth in the notice of the meeting, may be transacted at a special meeting.

The notice shall specify the place, date, and hour of the meeting. For a special meeting, the notice shall state the general nature of the business to be transacted and shall state that no other business may be transacted.

5.3​

QUORUM A quorum at either the Annual or Semi-Annual Membership Meeting or a special meeting shall consist of fifteen percent of voting members. The President of the Section shall preside at all meetings of members, or in his/her absence, the Vice-President/Treasurer shall so preside, or in his/her absence the Secretary shall so preside.

5.4​

VOTING There shall be no cumulative voting or voting by proxy at any meeting. All business shall be determined by majority vote of voting members present with the exception of amendments to the Constitution, which require a twothirds (2/3) vote.

ARTICLE VI THE BOARD OF DIRECTORS

6.1​

CORPORATE POWERS The BOARD OF DIRECTORS shall be responsible for the management of the Section and shall have the right to interpret these By-Laws and give direction in cases not provided for. All orders and regulations made by them shall be binding unless set aside by a two-thirds (2/3) majority vote of Members present at either the Annual, Semi-Annual or any special Meeting of the Membership.

6.2​

TERMS AND QUALIFICATIONS The term of office for each At-Large Director shall be three years. In order to serve as a Director, a professional must be an MP, Class “A” or Life Member in good standing.

A Director may be removed by a two-thirds (2/3) vote of the BOARD OF DIRECTORS present, in accordance with Section 6.8.

With the approval of the BOARD OF DIRECTORS, the President may appoint a maximum of two (2) Independent Director(s) at the Annual Meeting, and they shall serve a term of two (2) years. The Independent Director(s) may be a non-PGA member(s). An Honorary Director may be appointed annually by the President based on previous service as a member of the BOARD OF DIRECTORS.

6.3​

NUMBER OF DIRECTORS

The number of Board Members shall not be less than seven (7), which can be changed only by the voting members of the Section. The Board shall be composed of: President, Vice-President/Treasurer, Secretary, Honorary President, nine (9) Directors-At-Large, and may include an Independent Director(s), and an Honorary Director, who are appointed by the President. At such time when the District 11 Director is a member of the Northern California Section, the District 11 Director shall be a voting member of the Board of Directors.

The Board shall set forth that each year, three (3) of the nine (9) at-large director positions shall be available to be filled as terms end.

6.4​

NOMINATION OF AT-LARGE DIRECTORS

NOMINATION OF AT-LARGE DIRECTORS The BOARD OF DIRECTORS shall at least one hundred eighty (180) days preceding the Annual Meeting, appoint a Nominating Committee Chair who shall form a Nominating Committee and shall nominate not more than nine (9) candidates, nor less than five (5). The list of such nominees shall be mailed or via on-line voting as authorized by the Section Board of Directors to each member of the Section by the Secretary at least ninety (90) days prior to the Annual Meeting.

Other voting members may be nominated by ten (10) voting members in good standing provided such nominations are made in writing by the individuals nominating them and are placed in the hands of the Secretary at least​sixty (60) days prior to the Annual Meeting.

6.5​ CONDUCT OF ELECTIONS

of​

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6.6​

Not less than fifteen (15) days prior to the Annual Meeting of Members, the President (subject to the approval the BOARD OF DIRECTORS) shall appoint three Section members in good standing as inspectors of election, none of whom shall be a candidate in the pending election. The decision of a majority of the inspectors of election shall be conclusive.

Not less than forty-five (45) days prior to the Annual Meeting of members the Secretary shall cause to be prepared and mailed or via on-line voting as authorized by the Section Board of Directors to all members in good standing entitled to vote a ballot, which shall list all candidates in alphabetical order. Each such member may vote for as many candidates as there are At-Large Directors to be elected. Each member shall deliver their vote via mail or via online voting as authorized by the Section Board of Directors or in person to the Secretary in a sealed envelope bearing the word “BALLOT”. Ballots will be due at the Section Office by a date set by the BOARD OF DIRECTORS and prior to the Annual Meeting, and will be counted by the three inspectors of the election. The positions for at- large director to be elected shall be filled by the candidates receiving the highest number of votes.

TIED VOTE If two candidates receive an equal number of votes, and only one directorship remains to be filled, then that office shall be filled by lot drawn by the inspectors of the election from among said two or more candidates. Those elected will be notified and will attend a Board Meeting held prior to the Annual Meeting.

6.7​

CHAPTER PRESIDENTS/DIRECTORS AND ELECTION PROCEDURES

Each Chapter shall elect one of its voting members to serve as President. The member so elected shall serve a two-year term. In the event that a Chapter President cannot or does not wish to serve as a Board Member for the two-year term, the Chapter may elect a substitute to serve. Should a Chapter President or elected representative to the Board leave their area, resign, or cease to be a member in good standing, their term of office shall automatically cease, and the voting members of that Chapter shall elect a new President or Board representative to fill the unexpired term. The Secretary of the Chapter shall certify each election to the President of the Section who shall report it to the membership at the Annual Meeting. Should the Chapter fail to hold such an election prior to the Section's Annual Meeting, and the Chapter has not scheduled its own Chapter Annual Meeting, a Chapter President/Director shall be elected by voting members of the Chapter present at the Section's Annual Meeting.

Members of Chapters must be actively engaged in golf in the area of the Chapter, or if not so engaged, then reside within the area.

6.8​

BOARD ATTENDANCE/VACANCIES

If any member of the BOARD OF DIRECTORS is absent for two meetings during any calendar year period of their term, beginning with the first absence, he or she shall be deemed to have submitted their resignation. The Director shall be notified by the Section President and Executive Director as to their resignation condition and alert he or she to the ability to submit a statement of explanation regarding the absence and their desire to remain on the Board of Directors, if that is the case, prior to the next Board of Directors meeting. The Board of Directors may decline to accept such resignation if it is satisfied that the cause for such absence was extraordinary, will not recur in the future, and that the Director is committed to regular attendance thereafter. If an At-Large Director vacancy occurs by declaration of the BOARD or any other manner, the vacancy shall be filled by appointing the next runner-up from the last preceding election. In this case, the next “runner up” shall be considered “originally elected” as an At-Large Director. The individual who fills the vacancy according to section 6.8, shall be limited to the term remaining for vacated At-Large Director position they are filling. If the next “runner up” is not available, the President, with the approval of the BOARD OF DIRECTORS, shall make an appointment of a qualified member to fill the vacancy

6.9​

POWERS OF DIRECTORS The Directors shall have all powers by law permitted by them to be exercised and specifically the power: (a)​ To call meetings of the members when the Directors deem it necessary. (b)​ To elect all officers, to appoint and remove all assistant officers, agents, and employees, to prescribe their duties and fixing their compensation. The BOARD OF DIRECTORS may delegate this authority to any particular officer, agent or employee. (c)​ To conduct, manage and control the business of the Section, and to make, for the guidance of the officers and management of the Section, such rules and regulations as are not inconsistent with the laws of the State of California, these By-Laws, or Constitution of the Association. (d)​ To incur indebtedness for the conduct of the business of the Section, and to do so upon such terms and conditions as they deem to be in the best interest of the Section; provided, however, that the terms, conditions and amount of such indebtedness shall be entered in the minutes of the Board Meeting and provided further, that the President and Vice President/Treasurer shall sign officially all written promises to pay debts, unless the Directors shall otherwise authorize other officers to do so.

6.10​

QUORUM At all meetings of the Board, a majority of its members shall constitute a quorum.

6.11​

DUTIES OF DIRECTORS The DIRECTORS shall perform any and all duties which they are directed by law to perform and specifically the following: (a)​ Cause to be kept a record of all formal meetings and acts, and of the proceedings of the membership meetings, and present at both the Annual and Semi-Annual Meeting a complete financial statement as described by the California Corporations Code in accordance with Board policy and therewith shall be certified by the President, Vice-President/Treasurer or Public Accountant, and shall be prepared in form sanctioned by sound accounting practice for a particular kind of business carried on by the corporation. (b)​ Supervise all officers, agents and employees to the end that their duties are properly performed. (c)​ Meet regularly on dates at such times and places within or without the State of California, which may be designated by resolution of the BOARD. Selection of the date, times and places of regular meetings of the BOARD OF DIRECTORS shall be properly noted in the minutes, each Director taking notice thereof and

those Directors who are absent shall be notified thereof in writing forthwith; otherwise, notice of any and all regular meetings of the BOARD OF DIRECTORS is hereby dispensed with. A regular meeting of the BOARD OF DIRECTORS may take place immediately following the Annual Meeting of the members at the same place where said members meeting was held without the necessity of any notice of date, time or place.

6.12​

WAIVER OF NOTICE BY DIRECTORS Transactions of any meeting of the BOARD OF DIRECTORS, however called, noticed and wherever held, shall be as valid as though at a meeting duly held after regular call and notice, if a quorum be present and if each of the Directors not present signs a written notice or a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

6.13​

HONORARY PRESIDENT The Honorary President shall be the most immediate Past President available and not currently serving on the Board. He/She shall be elected by the Board of Directors.

The duties of the Honorary President shall be: Serve as chairperson for the Past President’s Committee (a)​ Serve as an Active Member of the Board

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6.14​

DISTRICT DIRECTOR From time to time, the Section shall select a District Director in accordance with the PGA OF AMERICA By-Laws.

The Secretary shall notify the membership of the availability of the position of District Director.

The District Director from the Northern California Section shall be elected by simple majority of the BOARD OF DIRECTORS, and notification of such shall be given to the PGA OF AMERICA in a timely fashion.

The District Director, if not a member of the Board, shall be a non-voting Ex-Officio member of the BOARD OF DIRECTORS. The District Director, when a member of the Board as noted in Section 6.3 of these Bylaws shall have the rights and privileges accompanying the position of Director.

ARTICLE VII OFFICERS

7.1​

ELECTION OF OFFICERS AND TERM OF OFFICE The Officers of the corporation shall be: President, Vice-President/Treasurer and Secretary, all of whom shall be originally elected At-Large Directors. They shall be elected by the current BOARD OF DIRECTORS at a special meeting held prior to the Annual Meeting of Members. Once an At-Large Director is elected as an Officer, he/she shall vacate their position as an At-Large Director. This vacancy shall be filled by direction of the Board in the manner detailed in section 6.8 of the By-Laws.

7.2​

TENURE The President, Vice-President/Treasurer and Secretary shall be elected to hold said office(s) for a two-year term unless critical or unique circumstances would warrant election for an additional one-year term. A two-thirds (2/3) vote of the entire BOARD is necessary for the approval of an additional one-year term.

Officers shall be considered Designated Directors, and therefore not be required to be re-elected as an At Large Director. As with Officers of the National body of the Professional Golfers Association, Officers are expected to move through the Chairs, provided they are elected to the next Chair by the Board of Directors in accordance with Section 7.1.

However, Officer(s) may be removed from said office(s) in accordance with Section 6.8 by either a two-thirds (2/3) vote of the Board of Directors or a two-thirds (2/3) vote of the voting members present at either the Annual Meeting, the Semi-Annual Meeting or any special meeting (provided a quorum is met.) If a Board Member or group of voting members wishes to remove an Officer for cause, they shall give at least 20 days notice of such to the

Secretary or other Officer, and notice shall be given to the entire membership as described in section 5.2 prior to the meeting at which the vote shall take place. If an Officer is removed from said office(s), they shall be considered removed from the Board entirely and would therefore be required to be elected again by the Membership as described in sections 6.4 and 6.5 of the By-Laws.

7.3​

DUTIES PRESIDENT: The President shall serve as the Chairman of the Board of the Corporation and preside at all meetings of the Board of Directors and the Section. He/She shall appoint such Committees as shall in his/her judgment be necessary, and designate the Chairman thereof. He/She shall discharge all duties and responsibilities as are made incumbent upon him/her by these By-Laws and the BOARD OF DIRECTORS. In the event of absence or disability, refer to vacancies below.

VICE-PRESIDENT/TREASURER: The Vice-President/Treasurer shall be responsible for all the funds, receipts and disbursements of the Corporation; keep or cause to be kept, formal accounting records; and furnish a complete financial statement in compliance with section 6.11 of the By-Laws. He/She shall also perform other duties and responsibilities made incumbent upon him/her by the BOARD OF DIRECTORS. In the event of the absence or disability of the President, he/she shall perform all duties of the President. In the event of absence or disability, refer to vacancies below.

SECRETARY: The Secretary shall serve as Secretary at all meetings of members and the Board of Directors.

He/She shall keep, or cause to be kept, the Minute Book of the Corporation, records of members, and perform other duties made incumbent upon him/her by these By-Laws and the BOARD OF DIRECTORS. In the event of the absence or disability of the President and Vice-President/Treasurer, he/she shall perform the duties of the President.

7.4​

VACANCIES OF OFFICERS PRESIDENT – in the event of the absence or temporary disability of the President, the Vice-President/Treasurer shall perform the duties of the President. If the President resigns, dies or becomes totally incapacitated, he/she shall be succeeded by the Vice-President/Treasurer.

VICE-PRESIDENT/TREASURER - in the event of the absence or temporary disability of the VicePresident/Treasurer, the Secretary shall perform the duties of the Vice-President/Treasurer. If the VicePresident/Treasurer resigns, dies or becomes totally incapacitated, he/she shall be succeeded by the Secretary.

SECRETARY – in the event of the absence or temporary disability of the Secretary, the Vice-President/Treasurer shall perform the duties of the Secretary. If the Secretary resigns, dies or becomes totally incapacitated, he/she shall be succeeded by the Vice-President/Treasurer.

If not otherwise provided for in the By-Laws, the Board of Directors will fill any vacancies in the Officer corps according to section 7.1.

ARTICLE VIII EXECUTIVE OFFICE AND EXECUTIVE DIRECTOR

8.1​

AUTHORIZATION The President with approval of the BOARD OF DIRECTORS shall have the authority to establish an Executive Office, within the boundaries of the Northern California Section, and to engage the services of an Executive Director, who shall act as the Chief Operating Officer (COO), to operate and conduct the office and the business affairs of the Corporation.

8.2​

RECORDS All of the Corporation’s books, files and records of all kinds shall be kept in the Executive Office. The Executive Director/COO shall cause to be kept and maintain all records of the Section. If at any time an Executive Office no longer exists, the President shall designate a location as the Corporation’s principal place of business and notify the

Membership, all governmental agencies, and others as may be necessary 8.3​

DUTIES The Executive Director/COO shall carry out the policies of the BOARD OF DIRECTORS and shall perform such duties as may be assigned to him/her from time to time.

8.4​

BANKING (a)​ All receipts of the Corporation shall be deposited in the name of the Corporation into investment or banking vehicles as deemed appropriate by the BOARD OF DIRECTORS. (b)​ An “NCPGA Reserve Account” shall be established, and accounted for separately from other assets. A twothirds (2/3) vote of the entire BOARD OF DIRECTORS is required prior to use of any of these funds.

8.5​

SIGNATURES All checks against all accounts and withdrawals shall require two signatures from among the Officers, Executive Director, and other staff as approved by the Officers. The BOARD OF DIRECTORS are authorized to adopt any Banking Resolutions respecting each account.

8.6​

BUDGET ACCOUNTING The BOARD OF DIRECTORS are authorized to direct the Vice-President/Treasurer to set up separate funds as it may deem necessary, and allocate portions of the Corporation’s money and receipts from specific corporate activities, and determine restrictions upon its use. Forty-five (45) days prior to the Annual Meeting, the Vice-President/Treasurer shall prepare and submit to the Board a proposed budget for the year. The Board shall revise or adopt it, and thereafter no expenditures shall be made in excess of the amount budgeted without the approval of the BOARD OF DIRECTORS. The BOARD OF DIRECTORS may employ or contract a Certified Public Accountant in these matters.

ARTICLE IX DELEGATES TO ANNUAL MEETINGS

9.1​

NUMBER The BOARD OF DIRECTORS shall elect the same number of Delegates as required by the Constitution of the PROFESSIONAL GOLFERS’ ASSOCIATION OF AMERICA.

9.2​

ALTERNATES The BOARD OF DIRECTORS shall elect, from among its Board Members, one or more Alternate Delegates.

9.3​

EXPENSE REIMBURSEMENT Reimbursement of delegates and alternate delegates’ expenses shall be as set forth in the Sections” Policies and Procedures Manual”.

ARTICLE X COMMITTEE S

10.1​

APPOINTMENTS Within thirty (30) days after the Annual Meeting, the President shall appoint Committee Chairpersons deemed appropriate for the successful operation of the Section. Each Chairperson shall appoint their committee members.

Meetings of the Committees shall be held on call by the Chairperson.

10.2​

COMMITTEE REPORTS

The Chairperson of each Committee shall cause minutes of their Committee’s meetings to be recorded. Said minutes shall be forwarded to the Executive Director/COO in a timely manner and made available to the Board of Directors for review. Further, at least forty-five (45) days prior to the Annual Meeting, the Chairperson shall submit to the President his/her written report of the activities of his/her Committee during the year and be prepared to present his/her report to the members at the Annual Meeting, or by some media determined by the BOARD OF DIRECTORS. ARTICLE XI TOURNAMENT S 11.1​

TOURNAMENT RULES AND REGULATIONS Tournament Rules and Regulations shall be considered part of these By-Laws, and for convenience are printed separately. The Tournament Rules and Regulations may be amended by a two-thirds (2/3) vote of the BOARD OF DIRECTORS.

ARTICLE XII CHAPTERS 12.1​

RELATIONSHIP Recognized Chapters shall be subsidiaries of the NORTHERN CALIFORNIA SECTION OF THE PROFESSIONAL GOLFERS’ ASSOCIATION OF AMERICA.

12.2​

LIMITATIONS The BOARD OF DIRECTORS shall have the power to create Chapters within the Section upon presentation of a written request, signed by at least ten voting members, who are either actively engaged in golf within the area of the Chapter, or who reside within the area. Those wishing to establish a Chapter must do so within the six (6) boundaries as generally established by the approved map located in the Section Office.

12.3​

BY-LAWS The By-Laws of the Chapters shall not be at variance with the Articles of Incorporation of the Section, and its By-Laws, Tournament Rules and Regulations, and those of THE PROFESSIONAL GOLFERS’ ASSOCIATION OF AMERICA.

12.4​

CHAPTER MEMBERSHIP A PGA Member may join two Chapters, the member’s primary Chapter and one other. The primary Chapter affiliation is the one in which the member is predominantly employed (or in the case of a Life Member, the one in which the member predominantly resides). The member may only vote, hold office or receive a Chapter award in the member’s primary Chapter. Participation in Chapter Tournaments is to be determined by the Chapter Board of Directors and stated in the event eligibility. In a case where a member is employed for equal amounts of time, (or in the case of where a Life Member resides for equal amounts of time) in more than one Chapter, the member shall choose one Chapter annually as their primary Chapter affiliation. Both Chapters must approve of the dual membership.

12.5​

REVOCATION OF CHAPTER The BOARD OF DIRECTORS reserves the right, at any time, and solely within its discretion, to revoke the existence of the Chapter. In the event, all assets of the Chapter, over and above its liabilities, shall become the assets of the Section.

12.6​

BUSINESS AND FINANCIAL AFFAIRS

Each Chapter shall manage its own business and financial affairs, and shall be responsible for its financial obligations. The Chapters shall submit as specifically required to the Section, all financial materials as legally required and otherwise deemed necessary by the Section for the purpose of compiling the Section’s tax return by January 31st.

The Chapter shall submit proposed actions to the Section for review and approval prior to implementation of such proposed actions to assure the actions are consistent with Section and PGA OF AMERICA policies.

ARTICLE XIII EMERGENCY RELIEF FUND 13.1​

GENERAL DESCRIPTION NCPGA Emergency Relief fund is created to provide temporary relief in emergency situations and/or death benefits to PGA Members and their families.

13.2​

ELIGIBILITY POLICY REGULATIONS AND REQUIREMENTS Eligibility policy, regulations and requirements are located in the Section Policies and Procedures Manual, and must be consistent with state and federal law, and I.R.S. requirements.

ARTICLE XIV

MISCELLANEOUS 14.1​

PARLIAMENTARY RULES AND PROCEDURES The current edition of Robert’s Rules of Order shall govern all Meetings.

14.2​

THE CORPORATE SEAL The Seal of the Corporation is that which is impressed upon the Original Articles of Incorporation.

“MAKING GOLF A BETTER GAME”