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BYLAWS OF THE INDIAN HILLS COUNTRY CLUB MEN'S GOLF ASSOCIATION

ARTICLE I - NAME, ORGANIZATION, AUTHORITY

The name of the organization shall be the Indian Hills Country Club Men's Golf Association which has been organized and established pursuant to these Bylaws and by authority and charter granted it by the Board of Directors of the Indian Hills Country Club.

ARTICLE II - PURPOSES AND OBJECTIVES

The purpose and objective of the Indian Hills Country Club Men's Golf Association ("Association") shall be to promote the general well being and active participation in the game of golf within the membership of the Association and to encourage membership and participation in the game of golf within the membership of the Association and to encourage membership and participation in the Association by all eligible members of Indian Hills Country Club. The Association shall promulgate the rules of golf, promote competitive playing of the game, and sponsor golfing and social activities for the enjoyment of its members.

ARTICLE III - DEFINITIONS

Association: The Indian Hills Country Club Men's Golf Association.
Board: The Board of Directors of the Association.
Association Member: Any adult male (18 years of age or older) who, upon application and payment of the proper dues, is admitted to membership in the Association.
Club: Indian Hills Country Club and its Board of Directors or any one of them.
Club Member: Any member of the Indian Hills Country Club, in good standing, who holds a golfing membership.
Family: Any member, his spouse, and unmarried children residing in the same home under the age of twenty-one (21), and unmarried children under the age of twenty-five (25) who are full-time students in any technical, vocational or academic institution.
Golfing Organization: Any group of Club Members who have organized as a group pursuant to authority and charter granted and approved by the Club for the purpose of playing golf, including but not limited to, the Women's Golf Association, Ladies 18 and 9 Holers, Senior Men's Golf Association, and Week Night Men's League.
Shall: As used herein, the word "shall" is to be construed as mandatory, not discretionary.

ARTICLE IV - MEMBERSHIP, MEETINGS, QUORUM, ETC.

Membership: Rights and privileges of membership in the Association shall be granted to any adult male Club Member and his adult male family members, as herein defined, upon application to the Association and payment of the stipulated dues.
Voting: Votes of the Association members shall be cast in person or by proxy in accordance with these Bylaws. Each Association member shall be entitled to one vote. Any issue coming before the Association, unless specifically stated otherwise in these Bylaws, shall be approved by a simple majority of the votes cast.
Quorum: Those Association members present at any Special Meeting of the Association, for which proper notice has been given, shall constitute a quorum.
Special Meeting: A Special Meeting of the Association may be called at any time by the President of the Association or by any three members of the Board and shall be called upon the written request of twenty (20%) percent of the Association members or by the Club. Only such business as is stated in the Notice of Special Meeting shall be conducted at a Special Meeting.
Notice of Meeting: Written notice of every Special Meeting of the Association shall be published in the Totem Scroll or alternatively, the Association members may be notified in writing by mail or by electronic mail. Special Meetings may not be held prior to the 10th day or later than the 30th day after issuing of written notice. All such notices shall state the time, date and purpose of the meeting. All meetings shall be held at Indian Hills Country Club or at such other place as may be designated by the Board. Attendance at any Special Meeting shall constitute waiver of notice. A copy of the notice of any meeting of the Association shall also be posted on the Association notice board.
Proxies: On any matter requiring a vote of the Association members, any Association member entitled to vote may cast a vote without attending the meeting in question by following the procedure set forth herein. The Association member desiring to vote by proxy must file a written statement, by mail or by electronic mail, with the Secretary of the Association prior to the meeting, specifying the issue on which the Association member intends to vote, and stating that the Association member votes for or against same. Any vote cast in this manner shall have the same force and effect as if the Association member had appeared at the meeting and cast the vote in person.
Order of Business, Parliamentary Procedure: The order of business at all meetings of the Association shall be as follows:
1. Call to order;
2. President's report to the Association;
3. Unfinished business;
4. New business; and
5. Adjournment.
Parliamentary procedure shall be governed by Roberts Rules of Order, Revised, for all meetings.
Minutes of Meeting: The Secretary of the Association shall prepare and keep accurate minutes of every meeting of the Association. The minutes shall be available for review by any Association member of the Club.
Ratification of Association Actions: All actions of the Association shall be subject to approval and ratification by the Club. Such approval shall not be unreasonably withheld.

ARTICLE V - BOARD OF DIRECTORS

Qualifications: Members of the Board must be members in good standing of the Association and the Club. Failure to remain in good standing shall be ground for removal.
Number of Directors: The Board shall have nine (9) directors elected by the Association members by written or electronic mail ballot in accordance with procedures set forth in these Bylaws.
Term of Office: Directors shall be elected for a term of three (3) years, which terms shall be staggered. Three Directors shall be elected annually to succeed the Directors whose terms are expiring. A director may not be elected to succeed himself except as provided in Paragraph 6 following. A Director shall continue in office until his successor has been elected and assumed office. Terms of Office begin on January 1, and end on December 31, except as otherwise provided herein.
Nomination & Election to Board of Directors: Each year the President of the Association shall appoint a nominating committee which shall be responsible for selecting nominees for election to the three vacancies occurring on the Board. The nominating committee shall consist of five members. Two members are to be appointed from the Board and three shall be appointed from the membership of the Association. The Chairman of the nominating committee will be one of the Directors so appointed. The Chairman of the nominating committee shall submit a list of not less than six nor more than ten nominees to the Board for its approval. Additional nominations may be made by Association members by submitting to the Chairman of the nominating committee a petition on behalf of each such nominee signed by not less than ten Association members. The approved list of nominees shall be submitted to the Association Members for balloting not later than November 15th annually. Election of Directors shall be by vote of the Association members. The three persons receiving the highest number of votes shall be deemed elected and shall assume office on January 1st following their election.
Removal: A Director may be removed from office upon the occasion of any of the following:
1. Failure to attend more than three consecutive meetings of the Board;
2. Failure to remain in good standing with the Association or the Club for a period exceeding sixty (60) days; and
3. Repeated violations of the Rules of the Association or the Club.
Vacancies: In the event a vacancy occurs on the Board during the year, such vacancy shall be filled by the person receiving the fourth highest number of votes in the most recent previous election. A second vacancy shall be filled by the person receiving the fifth highest number of votes, etc. Such person shall fill the remaining portion of the term of the Board member whom he replaced. Persons filling such vacancies may be nominated for election to the following three year term provided they do not serve more than one and one-half years as a replacement Director.
Voting: Each Director shall have one vote on all matters acted upon by the Board of Directors. A Director must cast his vote in person and may not cast a vote by proxy. A simple majority of the Directors present, provided a quorum is present, shall be sufficient for any action to be passed and approved by the Board.
Quorum: A majority of the Board of Directors shall constitute a quorum for the transaction of business. When a quorum is once present, such quorum is not broken by the subsequent withdrawal of any of those present.
Regular and Special Meetings: Regular meetings of the Board of Directors shall be held at such time and dates as the Board may determine from time to time but no less than quarterly. All meetings of the Board, Regular and Special, shall be held at Indian Hills Country Club. Special Meetings may be called by the President and shall be called upon the written request of any three Directors or the Club, or at such other place as may be designated by the Board.
Ratification of Board Actions: All actions of the Board shall be subject to approval and ratification by the Club. Such approval shall not be unreasonably withheld.
Annual Meeting: An Annual Meeting of the Board shall be held in January of each year.
Notice of Annual, Regular and Special Meetings: Written or oral notice of every meeting of the Board of Directors stating the time and date of the meeting shall be given. Notice may be given by e-mail transmission to each director at the e-mail address provided in the Member List maintained by the Association, or such other e-mail address that a director has provided to the Secretary. Attendance at any Annual, Regular or Special Meeting of the Board of Directors shall continue a waiver of notice.
Order of Business: The Order of Business at all Annual and Regular Meetings of the Board shall be determined by the Board. If a majority of the members of the Board cannot agree on the Order of Business, then the President shall follow the order prescribed in Roberts Rules of Order.
Minutes of Meeting: The Secretary of the Association shall prepare and keep accurate minutes of every meeting of the Board. In the absence of the Secretary, the President shall appoint an acting Secretary for the purpose of keeping the minutes of the meeting. A copy of the minutes shall be made available for examination and copying by any member of the Association or the Club's Board of Directors at any reasonable time.
Compensation: The Board of Directors shall serve without compensation but shall be entitled to reimbursement by the Association for any actual expenses incurred in the conduct of their duties and approved by a majority of the Board.
Committees: The following committees shall be constituted by the Board, and Directors shall be appointed to chair these committees:
1. Monthly Tournaments;
2. Major Tournaments (Member/Member, Member/Guest);
3. Club / MGA Championship (includes the medal play championship)
4. Handicap, Rules and Grounds;
5. Any other ad hoc committee the President and/or Board may deem necessary to further the purposes and objections of the Indian Hills Men's Golf Association.
The President may not chair a committee but shall serve as an ex officio member of all committees.

ARTICLE VI - OFFICERS

Titles of Officers: The Association shall have a President, an immediate past president, a Vice President, a Secretary and a Treasurer. The Association may also have one or more assistants to the Secretary and to the Treasurer and such other officers as may be necessary from time to time. The offices of the Secretary and Treasurer may be filled by the same individual.
Qualifications: The officers enumerated above shall be Directors.
Election and Term: Officers of the Association shall be elected at the initial meeting of the Board after the annual election of Directors by a majority vote of the Directors present, and at such other times as may be required to fill vacancies in any office. Terms of office begin on January 1st except as otherwise provided herein. All officers shall serve until their successors have been elected and assume office, unless removed as provided for herein. The President may not be re-elected to consecutive terms of office. All other officers may succeed themselves.
Removal and Vacancies: Any officer may be removed by the vote of two-thirds of the Board whenever in the Board's best judgment; the interest of the Association shall be served thereby. Any vacancy, however occurring, shall be filled by a two-thirds vote of the Board.
Duties:
1. President: The President shall be the Chief Executive Officer of the Association and shall preside at all meetings of the Association and of the Board at which he is present. He shall have all of the powers and duties customarily and normally vested in the office of President of an unincorporated association including, but not limited to, the power to appoint committees to assist in the conduct of the affairs of the Association. The President, or his designated representative, shall serve on the Indian Hills Country Club Advisory Board.
2. Immediate Past President: The Immediate Past President shall have all the duties, responsibilities and entitlements of a Board member except the right to vote on matters before the Board. His role will be advisory on matters before the Board. He shall also perform such other duties as from time to time may be imposed by the President of the Association.
3. Vice President: The Vice President shall take the place of and perform the duties of the President whenever the President shall be absent or unable to act. The Vice President shall be primarily responsible for Marketing and Communications; The Vice President shall also perform such other duties as from time to time may be imposed upon him by the Board.
4. Secretary: The Secretary shall keep the minutes of all meetings of the Association and of the Board and shall have charge of such books and papers that the Board may direct, and shall, in general, perform all of the duties incident to the office of Secretary of an unincorporated association.
5. Treasurer: The Treasurer shall have custody of and responsibility for Association funds, and shall keep such financial records and books of account belonging to the Association as may be directed by the Board. All checks or drafts issued by the Associations shall be signed by the Treasurer or by any other officer authorized by the Board to sign checks..
Compensation: No officer of the Association shall be compensated. Procedure for reimbursement by the Associations for any actual expenses incurred by an officer shall be in accordance with procedures for reimbursement of Directors.

ARTICLE VII - AMENDMENTS

These Bylaws may be amended from time to time in accordance with these Bylaws and the following procedure. Proposed amendments shall first be submitted to the Board of Directors who shall approve same by a two-thirds majority vote and upon approval by the Board, submitted in writing, by mail or electronic mail, to the Association Members. Association Members shall approve all Bylaw changes by a two-thirds majority vote of those voting on the proposed amendments. Proposed amendments may be included with the annual ballot for Directors or may be voted upon by a special mailing.

ARTICLE VIII - MISCELLANEOUS

Rules & Regulations: The Board shall adopt, and amend from time to time, such reasonable Rules and Regulations as they deem necessary or desirable. All such Rules and Regulations shall be adopted or amended by a majority vote of the Board of Directors. A copy of such Rules and Regulations shall be posted not less than annually on the Association web site and may be posted on the notice board and published in the Totem Scroll. The Rules and Regulations shall govern Association Members regarding conduct, play on the course and other matters during Association sponsored activities. The Board shall recommend to the Club such other Rules and Regulations as, in the Board's opinion, are appropriate for observance by all Club Members.
Enforcement: The Board shall enforce the terms of these Bylaws and the Rules and Regulations of the Association at all times. The Board shall have the power and authority to reprimand any Association Member and/or dismiss any Association Member from any Association by written notice to such Association Member.
Use of Association Funds and Dues:
1. The dues of the Association shall be set annually by a two-thirds vote of the Board.
2. Association funds may be expended for any legal purpose approved by a majority vote of the Board including but not limited to:
  1. Social activities for Association Members;
  2. Purchase of awards for Association Members and for awarding to others at Association sponsored functions;
  3. Purchase of equipment and/or amenities. However, if the intent of the Board is that the club shall assume ownership and responsibility for such amenities and/or equipment, then the purchase thereof shall be subject to approval by the Club;
  4. Printing and mailing expenses including, return postage, incurred in the normal course of the Association's business;
  5. Income from dues shall be expended for the benefit of the Indian Hills Country Club Men's Golf Association and its members.
Association Events: Association sponsored tournaments and functions are for the benefit and enjoyment of Association Members and accordingly only Association Members may participate therein. The Annual Club Championship Tournament, or Medal Play Tournament, shall be an exception hereto. All Club Members, 18 years of age or older, shall be eligible to participate in the Club Championship, or Medal Play Tournament. The Board, by a two-thirds vote, may extend invitations to non-Association Members to participate in tournaments and functions sponsored by the Association.
Association Members Attendance at Board Meetings: Any Association Member may, upon request made to the President, address the Board at any regularly scheduled meeting thereof. However, the Association Member so attending the Board meeting shall not participate in, or interfere with, the normal course of the Board's agenda.
Golfing Organizations: The Association shall work with all other Golfing Organizations to best serve the interest of all Club Members.