(as amended Sept. 7, 2014)
ARTICLE 1: Name
Section 1. The name of this Association shall be the New York Seniors Golf Association, Inc.
ARTICLE II: Objectives
Section 1. The objectives of this Association are to promote friendly competition and good fellowship in golf among senior players, to hold such golf tournaments and competitions as may be approved by the Board, and in general to advance the best interest of golf and of senior golfers as a not-for-profit membership corporation, under the laws of the State of New York.
ARTICLE III: Membership
Section 1. A new Active Member shall be a man at least 50 years of age who is a member in good standing of a private or semi-private club which is a member of the New York State Golf Association. Candidates for membership shall be recommended to the Secretary by a member . The sponsor must provide any appropriate supporting information desired by the Membership Committee.
Section 2. The Secretary shall invite those approved to join the Association.
Section 3. Any member whose conduct, in the opinion of not less than two-thirds of the Board of Governors, is considered prejudicial to the Association,or whose conduct, in the opinion of the Board, is improper and detrimental to the interest of the Association, may be expelled from the membership by the Board of Governors.
Section 4. The membership of this Association shall be limited to three hundred and fifty Active Members exclusive of Emeritus, Honorary and Associate . It is permissible for the membership to exceed three hundred and fifty Active Members at certain times of the year in anticipation of transfers, etc., at the discretion of the Board of Governors.
Section 5. Any member who fails to play in an Association Tournament for three successive years may be placed on the Associate Member list. He may become an Active Member again by participating in an Association Tournament. When an Active Member is transferred to the Associate list, a vacancy is created on the Active list. When an Associate Member is reinstated, he may be carried in excess of the membership limit until a vacancy occurs. Associate Members may not vote,nor can they hold an elective office. An Associate Member shall not receive notice of the Association’s Tournaments.
Section 6. Any Active Member who has continuously paid dues for a period of fifteen years before 2024 shall, upon reaching the age of seventy five years, be placed upon the membership roll as a “Member Emeritus” and thereafter continue to enjoy all of the privileges of the Association without payment of annual dues.Honorary Members may be elected by the Board or the Executive Committee at any time. They shall enjoy all the privileges of Active Members and pay no initiation fee or dues.
Section 7. A list or record of members entitled to vote at any meeting of members,certified by the officer responsible for its preparation shall be produced at any meeting members upon request therefor by any member who has given written notice to the Association, which request shall be made at least 10 days prior to such meeting. Such list or record shall be evidence of the right of the persons to vote at such meeting, and all persons who appear on such list or record to be members may vote at such meeting.
Section 8. A Junior Member will be a golfer who qualifies as a member under Section 1 of this Article except that the golfer is less than the age required to be an Active Member.
ARTICLE IV: Board of Governors and Executive Committee
Section 1. The government and management of the affairs of the Association is vested in a Board of a minimum of nine Governors elected at an annual meeting.Vacancies on the Board may be filled by Board appointment.
Section 2. At each annual meeting, a minimum of three Active Members shall be elected to the Board for a term of three years to succeed members whose term of office is expiring. The Annual Meeting of the Association will be at the Association’s Fall Tournament.
Section 3. The Board shall govern the affairs of the Association, enforce its By-Laws and take cognizance of all infractions thereof, fill temporary Board vacancies by appointment; elect the Vice-President, and have the power and authority to delegate such duties and responsibilities to any officers and committees as it deems advisable.
Section 4. Special meetings of the Board of Governors may be held at the call of the President or at the request of any four members of the Board on at least five days notice given by the President or the Secretary/Treasurer stating the purpose thereof.
Section 5. A quorum of the Board of Governors shall consist of a majority of the minimum Board for the purpose of transacting business at any meeting of the Board. The Board of Governors my take action by unanimous written consent in lieu of a meeting. All actions at meetings of the Board of Governors shall be by a majority vote, except actions affecting changes in the By-Laws, which shall be in accordance with Article XIII, and actions to expel a member, which shall be in accordance with Article III, Section 3.
Section 6. The Board of Governors shall appoint an Executive Committee of not less than three Board members, plus the President, the immediate Past President and the Secretary/Treasurer. This committee is empowered to make needed decisions when the Board is not in session. To become permanent, such decisions must later win approval by the Board.
Section 7. All past Presidents who are not current Board members shall be invited to attend meetings of the Board of Governors to act in an advisory capacity only,with no power to vote.
Section 8. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.
Section 9. Any one or more members of the Board or a committee thereof may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
ARTICLE V: Officers
Section 1. The Officers of the Association shall consist of a President, a Vice-President, and a Secretary/Treasurer. The President and Secretary/Treasurer shall be elected by the membership and shall serve three year terms and until their successors are chosen. The Vice-President shall be elected by the Board and serve a one year term until his successor is chosen. The Vice-President shall be a member of the Board.
Section 2. The President shall preside at all meetings of the Association and the Board of Governors.
Section 3. The Vice-President shall perform the duties of the President during the absence or inability of the President to serve.
Section 4. The Secretary/Treasurer shall give notice of and keep the minutes of all meetings of the Association and the Board of Governors. Copies of the minutes of such meetings shall be sent, no later than thirty days prior to the next scheduled meeting, to all Officers, the immediate Past President and Board members. The Secretary shall have charge of and maintain the records of membership and all correspondence and papers of the Association.
Section 5. The Secretary/Treasurer shall keep full and accurate account of all moneys received and shall deposit same in the name and to the credit of the Association in such depository as shall be named by the Board, disburse the same subject to the policy of the Board, present at each annual meeting of the Association a written report of the finances of the Association; and invoice and collect all fees, dues and other incidental charges.
ARTICLE VI: Meetings of the Membership
Section 1. The annual meeting of the Association shall be held in the month ofSeptember each year at the Fall Tournament.
Section 2. At least fifteen days notice in writing shall be given by the Secretary tothe Active Members of each regular or special meeting of the Association. Thenotice for the Fall Tournament shall be considered such notice for the annualmeeting of the Association.
Section 3. Twenty-five or more Active Members shall constitute a quorum at anannual or a special meeting of the Association.
Section 4. The order of business at each annual meeting shall be as follows;
- Reading of minutes.
- Report of the President.
- Report of the Secretary.
- Report of the Treasurer.
- Report of the Committees.
- Unfinished business.
- New business.
- Election of members of Board of Governors.
ARTICLE VII: Initiation Fee and Dues
Section 1. The initiation fee for membership in the Association shall be fixed by the Board, from time to time, and payable as invoiced by the Treasurer. The fee may be increased or decreased by the Board whenever warranted by the existing financial condition of the Association.
Section 2. The annual dues shall be fixed by the Board, be invoiced by the Secretary/Treasurer, and be payable on or before March 1st annually. The annual dues may be increased or decreased by the Board whenever warranted by the existing financial condition of the Association.
Section 3. Any member whose annual dues shall remain unpaid until the first day of April any year shall be notified in writing by the Secretary that he is delinquent.If his dues are not paid within thirty days, the delinquent’s membership may be suspended upon the vote of a majority of the Board. Anyone so suspended may be re-instated only upon application to the Board and the payment of any unpaid annual dues.
ARTICLE VIII: Committees
Section 1. The standing committees of the Association shall be the Executive Committee, the Membership Committee, the Nominating Committee and the Tournament Committee.
Section 2. The Board of Governors shall appoint Chairmen of the Membership and Nominating Committees. The Board may appoint such other committees as it considers necessary.
Section 3. The fiscal year of this Association shall be the Calendar Year.
ARTICLE IX: Membership Committee
Section 1. The Membership Committee shall act upon all recommendations for membership in the Association as requested by the Secretary/Treasurer, and shall actively promote membership in the Association. The Chairman of the Membership Committee may appoint regional representatives to coordinate membership in a particular regional geographic area.
Section 2. Meetings of the Membership Committee may be held at any time upon call by the Chairman of the Committee.
Section 3. Recommendations for persons who have reached the age of forty-eight may be received by the Membership Committee, placed on the waiting list and passed upon when they reach the age of fifty.
ARTICLE X: Audits of Financial Records
Section 1. Audits of the Association’s financial records shall be accomplished annually. These audits may be performed by a Finance Committee to be appointed by the Board or by an Auditor appointed by the Board from the Association’s membership. An Audit report will be made to the Board following each such audit.
ARTICLE XI: Tournament Committee and Tournaments
Section 1. The President shall have full charge and control of all tournaments,the time and place of these tournaments,conditions and. regulations of play, and the amount of the entry fee for each tournament. The President shall appoint from the Association’s Active Membership a Tournament Committee. The President shall act as the Chairman of the Tournament Committee and shall appoint a Tournament Chairman for each Association-sponsored tournament, representing the club where the tournament is to be located. Additional members of a tournament sub-committee may be appointed, as necessary, by the respective Tournament Chairman.
Section 2. The tournament schedule each year will normally include both a Spring Tournament and a Fall Tournament. Additional Association tournaments and competitions may be held if the Board desires and approves.
ARTICLE XII: Nominations
Section 1. Nominations for membership on the Board of Governors shall be made by a Nominating Committee. The committee shall nominate not less than three Active Members for election to the Board of Governors each year.
Section 2. The Secretary shall, at least thirty days before the annual meeting, send to each Active Member of the Association a list of the candidates so placed in nomination.
Section 3. Other nominees for the Board of Governors may be placed in nomination by a written request to the Secretary signed by at least ten Active Members of the Association provided such written nomination shall be filed with the Secretary at least twenty days before the annual meeting.
Section 4. The Secretary Shall, at least ten days before the annual meeting, cause notice of such additional nominees to be sent to each Active Member of the Association who has entered the Association’s Fall Tournament.
ARTICLE XIII: Indemnifications
Section 1. The Association may, to the fullest extent now or hereafter permitted bylaw, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he, his testator or intestate was a member of the Board of Governors, officer, employee or agent of the Association, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees.
ARTICLE XIII: Amendments
Section 1. The Board of Governors shall have the power, from time to time, to adopt additional By-Laws and to amend the By-Laws, by the affirmative vote of not less than two-thirds of the Board of Governors, but all such By-Laws adopted or amended by the Governors may be altered or repealed by a two-thirds vote at any annual. or special meeting of the members.
Section 2. The Board of Governors shall not have the right to repeal, alter, amend or supplement any provisions fixing their own qualifications, classifications,number, or term of office, without the majority vote of approval from a quorum of the Active Members of the Association present at any annual or special meeting of the Association, provided, also, that the proposed amendment. Revision, alteration or repeal to be voted upon be contained in the notice of that meeting to the Active membership.