By-Laws (Jan 2017)

BY-LAWS

OF THE

JACKSONVILLE AREA GOLF ASSOCIATION

JACKSONVILLE FLORIDA

ARTICLE 1 – MEMBERSHIP
Any golf club or golf related organization in N. E. Florida or S. E. Georgia is eligible for membership in the Jacksonville Area Golf Association, Inc. (hereafter “JAGA”). Those organizations mentioned are Members after requesting membership, appointing Directors, paying their dues and otherwise complying with the Constitution and the By-Laws of JAGA.

ARTICLE 2 - BOARD OF DIRECTORS
Section 2.1 The affairs of JAGA are managed and its powers exercised by a Board of Directors. The Board of Directors is composed of a maximum of four Directors appointed by each Member of JAGA. The Board of Directors may exercise all powers of JAGA and perform any lawful acts permitted by the laws of the State of Florida and the Certificate of Incorporation.

Section 2.2 The initial Directors are those named in the Certificate of Incorporation. Thereafter, each Member appoints up to four Directors annually on the first of January and certifies their names in writing within ten days thereafter. Directors are deemed appointed and qualified upon receipt by JAGA of such certification. Directors serve for a period of one year or until their successors are appointed and qualified.

Section 2.3 Other interested parties may become Associate Directors by submitting an application and being approved by the Executive Committee. Applicants will be notified if accepted. Associate Directors have the same responsibilities as appointed Directors except they have no voting privileges and they may not sponsor candidates for scholarships.

Section 2.4
 Any Director or Associate Director may be removed, with or without cause, by the vote of Directors representing 20 Members.

Section 2.5
 All vacancies on the Board of Directors, whether caused by resignation, death, or an increase in the number of Directors or otherwise, shall be filled by the appointment of a successor Director by the Member from which the vacancy arose.

Section 2.6
 The presence of 20 or more Directors representing at least twenty (20) Members or more is required at any meeting to constitute a quorum to transact business. The act of a majority of Directors present at a meeting where a quorum is present is the act of the Board of Directors.

Section 2.7
 The Board of Directors may hold their meetings and keep the books of JAGA in such places as the Board of Directors may from time to time determine. At least ten (10) days’ notice of all regular and special meetings of the Board of Directors shall be given by the Executive Secretary to each Director and Associate Director.

Section 2.8
 At the first meeting after January first of each year, the Board of Directors receives the appointment of new Directors by the Members of JAGA.

Section 2.9
 A nominating committee consisting of the President,  two immediate past Presidents, or the most recent three past Presidents available, and two appointees from the Board of Directors convenes each year to recommend a slate of candidates for Officers to serve a minimum of a one year term. Those nominated are announced at the November meeting. At the December meeting, along with any nominations from the floor, the election of Officers takes place. Those elected are seated as of January 1 the following year.

Section 2.10
 The President of JAGA will preside at all meetings of the Board of Directors.

Section 2.11
 The Executive Committee has and may exercise the powers of the Board of Directors in the absence of a meeting of a full Board of Directors. The Executive Committee reports to the Board at each meeting on any actions taken since the previous Board of Directors meeting.

Section 2.12
 The President may appoint, from the Directors and Associate Directors, standing or temporary committees and vest such committees with such duties and powers as he/she may see fit. Committees shall keep regular minutes of their meetings, which are recorded in books kept for that purpose in the offices of JAGA. All such meetings shall be reported to the Board of Directors at their next meeting.

Section 2.13
 Past Presidents of JAGA will continue as Directors with the full right to vote as long as they live. Any Director who has served a term as an Officer of JAGA, should he be replaced with a Director by his club, may continue as a non-voting member of the Board of Directors for his remaining life.

ARTICLE 3 – OFFICERS and OTHER POSITIONS
Section 3.1 The Officers of JAGA are a President, Vice-President Administration, Vice-President Tournaments, Treasurer, Secretary, each of whom hold office for the term of one year or until their successor is duly elected and qualified. Other positions are Executive Secretary, Assistant Treasurer, and Administrative Assistant. An Officer or other Position may be removed at any time with or without cause by the vote of twenty-five Members.

Section 3.2 The President is the Chief Executive Officer of JAGA and presides at all meetings of the Board of Directors, and in the recess of the Board of Directors, has general control and management of the business affairs of JAGA. The President is a member of the Executive Committee and is an ex-officio member of all standing committees.

Section 3.3
 The Vice-President Administration of the Association is vested with all the powers and performs all the duties of the President in the event of his absence or inability to act. Vice-Presidents have such other powers and duties as may be assigned to them by the President.

Section 3.4
 The Vice-President Tournaments of JAGA is responsible for the overall operation of  JAGA tournaments.

Section 3.5
 The Secretary records and keeps the minutes of all the meetings of the Board of Directors and performs such other duties as the Board of Directors or President may direct.

Section 3.6
 The Treasurer is the financial agent of JAGA and has custody of its funds. He faithfully keeps all monies of JAGA coming into JAGA’s hands by depositing them in the name and to the credit of JAGA in such depositories as the Treasurer may, with the approval of the President, designate as depositories for JAGA. The Treasurer keeps accurate records and books of accounts of the transactions of that office and performs such other duties as the Board of Directors or President may direct.  The Treasurer makes monthly financial reports to the Board of Directors.

Section 3.7 The Assistant Treasurer has the same responsibilities as the Treasurer and acts in behalf of the Treasurer when asked.

Section 3.8
 The Webmaster maintains the JAGA website  in a current form, posting such approved information as provided for publication, monitor traffic to the site, and makes sure all associated webpage costs are paid in a timely manner.

Section 3.9
 The Scholarship Chairman and Board of Trustees are responsible for the satisfactory operation of the scholarship program to provide funds and select candidates for scholarships provided by the JAGA Charitable Trust, Inc. and the Gabe Summers Scholarship Fund.

Section 3.10 The Executive Secretary is appointed by the Executive Committee and approved by the Board of Directors. The Executive Secretary conducts the official correspondence of JAGA, is responsible for the serving of all notices of meetings and other notices of JAGA, is responsible for the official records of JAGA and performs such other duties as the Board of Directors or President may direct.

Section 3.11 The Administrative Assistant is appointed by the Executive Committee. The Administrative Assistant coordinates the administrative functions of JAGA with the appropriate officers and any others designated by the Executive Committee (i.e., tournament chairs.) The Administrative Assistant reports to the JAGA Executive Secretary.

Section 3.12 In the event of an officer being absent, or for any other reason that may seem sufficient, the President may delegate that Officer's powers and duties to any other Officer or to any Director or Associate Director.

Section 3.13 The order of business at all meetings of the Association is: 1) roll call; 2) Secretary’s report; 3) Executive Secretary's report; 4) Treasurer's report; 5) old and new business; 6) elections; 7) announcement of the  date, time, and place of the next meeting; 8) adjournment.

ARTICLE 4 – MISCELLANEOUS
Section 4.1 Any Director present at a meeting, either in person or by proxy is deemed conclusively to have received proper notice of the meeting unless he or she, at such meeting make objections to any insufficiency of notice.

Section 4.2 These BY-LAWS may be amended or repealed wholly or in part by a two-thirds majority of the Board of Directors (one vote per Member) entitled to vote and be present at any meeting, if notice of the proposed action was included in the notice of the meeting, or that the requirement for such notice is waived in writing by a majority of the Directors entitled to vote at such a meeting.

Rewritten 12/17/2016

 

 

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