Utah Golf Association By-Laws
ARTICLE ONE – NAME OF ORGANIZATION
Utah Golf Association (also referred to in these By-Laws as the “Association”)
ARTICLE TWO – OBJECTIVES
- To promote interest in the game of golf by encouraging, organizing, supporting, sponsoring and administering golf activities and programs in a non-discriminative manner, and further, to engage in educational and other programs that will “grow” the game of golf.
- To promote and support programs that provide increased access and opportunities for junior golfers of all skill levels in the State of Utah; recognizing that juniors are the future of the “game”.
- To provide all members with an equitable handicap according to USGA guidelines and procedures in order to ensure fairness in competition throughout the United States.
- To promote uniform rules and standards consistent with the USGA, particularly with respect to the Rules of Golf, Amateur Status, and the Handicap and Course Rating Systems.
- To organize, conduct, and sponsor golf championships for the State of Utah, with special emphasis on preserving the tradition of the Utah State Amateur Championship.To protect and preserve the history and traditions of the game.
- To assist Member Courses/Clubs, and Affiliate Member Clubs in coordinating statewide activities involving these groups.
- To serve as a representative and emissary of golf by coordinating activities of the Association with other allied golf organizations, locally and nationally.
- To further the business aspects of the Association by developing new and innovative programs to increase Association membership and revenues.
ARTICLE THREE – MEMBERSHIP
Section One – Classes of MembershipIndividual
- Any individual may join the Association upon payment of annual dues.
- All individual members must also be an active member of a Member Course/Club or Affiliate Club and must designate their course or club upon joining the UGA.All individual members shall have their handicaps subject to peer review by Handicap Committee of the Member Course/Club and by the Association.
- An individual may be a member of more than one course/club through purchase of a multi-course/club membership; however, all members must designate a home course/club for activities and purposes that limit participation to one course/club.
- Individual members do not have voting rights.
- A Member Club is any group organized for the purpose of golf activities located at a specific golf course or golf club that is approved by the Board of Directors.
- Each Member Club must comply with the rules and regulations established by the Board of Directors and have an established handicap review committee.
- Member Course/Clubs do not have voting rights.
Affiliate Member Clubs
- Affiliate Club is any group organized for the purpose of golf activities that is not located at a specific golf course, such as groups formed by corporations, government and civic groups, etc.
- Affiliate Clubs do not have voting rights.
- This classification includes corporations, architects, manufactures, sales representatives, and other individuals or groups who are interested in supporting golf through membership in the Association.
- Associate members do not have voting rights.
Section Two – Dues
- There shall be dues for the various classifications of memberships which are determined by the Association’s Board of Directors.
Section Three – Denial and Termination
- The Board of Directors shall have the right to terminate any membership or deny membership to any individual or organization with cause. Prior to the board of directors acting on termination, suspension, or probation of any member there must be a hearing offered to the member. A hearing committee of at least three persons shall be appointed by the president to hear all the facts, take necessary testimony, and give a recommendation to the board of directors.
ARTICLE FOUR – ORGANIZATION
Section One – Board of Directors
- Control and Management – The control and management of this association shall be entrusted to the board of directors.
- Election – All members of the board of directors shall be Association members. The organizational members as represented by the Member Courses/Clubs, shall have the right to nominate individual members to serve as directors of the Association. In order for nominations to be considered member clubs must complete and return the UGA Nominations Form which will be mailed to member clubs on June 15th of each successive year. These nominations must be received by the Association’s Nominating Committee no later than the close of business on August 1st of each successive year. If no nominations are provided, the Nominating Committee shall provide a list of candidates for director to the board of directors. Once the nominations are provided, the directors shall be selected from among the nominated candidates by the sole vote of the board of directors. Any director whose term is expiring or is otherwise terminating his or her service as a director shall also have the right to vote for a replacement director. Except as provided in this ARTICLE FOUR, none of the members (Member Course/Club representatives) shall have the right to vote for the directors or on any other matters affecting the corporation. (Association). The members’ right is expressly limited to nominating individual members to serve as directors. Any other rights and privileges of the members in each class are set for forth in ARTICLE THREE – Section One – Classes of Membership.
- Number – The number of directors constituting the board of directors of the Association shall consist of a minimum of (10) members and a maximum of twelve (12) – (See Exhibit A). The board may appoint an interim director(s) in order to fill board vacancies as the same may exist from time to time. Each director shall be a member of the Association.
- Term of Office – Newly elected directors shall serve a three (3) year term commencing on the earlier to occur of: (a) the day after the annual awards dinner; (b) November 1st. No director shall be eligible for re-election after having served for three (3) consecutive elected terms without at least a one year absence from the board. When a vacancy on the board occurs with time remaining on the vacant term, the board has the option of 1) selecting a replacement director to complete the term with two additional terms available, or 2) selecting a replacement for a full term with two additional terms available. Under no circumstances will a director be eligible to serve more than three full terms (9 years) without a one year absence from the board.
- Vacancies – All director vacancies for an unexpired term or terms that the board has decided to fill shall be filled by election by a majority of the remaining directors in accordance with such policies and procedures as the board sets from time to time for nominating potential candidates to fill such vacancies. Any vacancy filled by the board of directors shall be only for the unexpired portion of the term of such vacancy. Following the completion of the unexpired portion of the term, such director position shall be filled by an election by the board of directors following the same nominating process required by Section One – B (Election).
- Quorum – A majority of the board of directors shall constitute a quorum for the transaction of business of the Association.
- Powers and Duties – The entire management of the Association, its affairs, its properties, and assets is vested exclusively in the board of directors. The powers of the board shall include, but not limited to, the following:
- Make, alter, amend the by-laws of and for the Association. Remove for cause any director, officer, or employee
- Enter into any and all types of agreements or contracts relating to the care, custody, control and management of the properties and assets of the association.Make expenditures, payments and distribution of the Association’s properties, assets and income as may be decided upon by decision of the majority of the board of directors, as contained in its minutes and to meet the objectives of the Association.
- Designate officers and agents to countersign all checks, drafts, and orders for payment of money signed in the name of the Association.
- Designate officers and agents to execute any contract, conveyance or other instrument in behalf of the Association. When the execution of such instruments has been authorized without the executing officers being specified, the president, vice president, or secretary may execute the same in the name and behalf of this association.
- Borrow money whenever in the discretion of the board when the exercise of such power is required in general interest of the Association. In such case, the board may authorize the proper officers of this association to make, execute, and deliver in the name and behalf of the association, such notes, bonds, and other evidence of the indebtedness as the board shall deem proper. The board shall have full power to mortgage the property of this association, or any part thereof, as security for such indebtedness as the board shall deem proper. Further the board shall have full power to mortgage the property of this Association, or any part thereof, as security for such indebtedness. No action on the part of the membership of this association shall be requisite to the validity of any such note, bond, evidence of indebtedness or mortgage.
- Appoint and enter into a contract with an executive director to receive, manage, hold, invest, and disburse the funds and/or properties or assets of the Association subject to the control and decision of the board. Such contract shall prescribe reasonable compensation and the terms and conditions covering such relationship, including but not restricted to the powers and duties of the executive director.
- Exercise the powers, prerogatives, duties and responsibilities vested in the board of directors, in a strictly fiduciary capacity to carry out, perform and accomplish the objectives of the association. Their powers are expressly limited so as to do nothing nor accomplish any act which would conflict with or negate these objectives.
- Decisions – Except as may otherwise be provided in the By-Laws, every decision by a majority of the board shall be a valid and binding Association act.Personal Liability of Directors – Directors and officers shall not be liable to the Association, or others, if they act in good faith and in accordance with Article 7 of the Amended and Restated Articles of Incorporation of the Utah Golf Association.
- Salaries and Compensation – The board shall not pay any salaries or compensation to directors or officers for personal services, but may reimburse them for reasonable expenses incurred for association activities authorized by the board.
- If required, the board of directors shall meet in the final quarter of each fiscal year for the purpose of electing new board members.
- Board Meetings – Board meetings shall be held at such time and place as determined by the president.
- Special Board Meetings – Special meetings of the board may be called at any time by any three board members by giving not less than ten (10) days notice to other board members.Voting may occur either at a regular board meeting, or special board meeting, and, with the prior authorization by the president, voting can be done via e-mail or other electronic means.
Section Two – Officers
President – The president shall preside over all meetings of the association and the board of directors and shall be the chief executive officer of the Association. He/she shall supervise generally all affairs of the association and shall see that all orders and resolutions of the board are carried out. All committee and subcommittee chairs shall be approved by the board of directors. All committees and subcommittees shall include at least one board member who need not necessarily be the committee chair. The president shall be an ex-officio member of all committees. He/she shall appoint chairs and members of the following standing committees, subcommittees and appoint members of the Board to allied associations and organizations as appropriate (See Exhibit B):
- Handicap & Course Rating
- Men’s Advisory Subcommittee
- Women’s Advisory Subcommittee
- Volunteer and Rules Education
- Business Development
- Government Affairs
- Utah Golf Foundation Representative (s)
- Nominations and Recognition
- *The board may establish or eliminate any committees necessary to carry out the objectives of the Association.
Vice President – The vice president shall perform the duties and exercise the powers of the president during the absence or inability of the president to act.
Secretary – The secretary shall be responsible for assuring that minutes are taken of the proceedings of board of directors, and executive committee meetings and that such minutes are preserved in the Association’ records.
Treasurer – The treasurer shall have the responsibility for the Association’s funds and securities. The treasurer shall assure that accurate accounts of all receipts and disbursements are kept in books belonging to the Association, and shall make certain that all monies, securities and other valuable effects in the name of the Association are deposited in depositories designated for that purpose by the board, and see that all funds are properly dispersed as ordered by the board and be responsible for presenting a report of transactions and financial condition of the Association at regular meetings of the board or at other times as may be fixed by the board.
Executive Director – The executive director shall have advisory capacity to the board and of all committees, and shall carry out the orders of the board under direction of the president. The executive director shall be responsible for hiring and supervising employees to carry out functions of the Association. The executive director does not have voting rights.
Executive Committee – The executive committee shall be comprised of the president, vice president, secretary, treasurer and immediate past president (ex officio). This committee shall be responsible for developing and monitoring the Association’s annual budget, relationships with the Utah Section of the PGA, the USGA, and other allied golf organizations, long range planning and other matters requiring executive level consideration and involvement. The executive committee shall meet as deemed appropriate by the president. Executive committee member terms will commence on the earlier to occur of: (a) the day after the annual awards dinner; (b) November 1st. Election of the members of the Executive Committee for the following year shall take place in the final quarter of the fiscal year. Voting by the board for members of teh Executive Committee may be done at a meeting of the board or may be done via e-mail or other electronic means.
Vacancies – Should a vacancy occur among the four elected officers of the association, the board of directors shall, at their next meeting following notice of such vacancy, elect an officer to fill such vacancy for the remainder of the term of office. Such elected officer shall take office immediately after the election.
Section Three – Association Meetings
- Special Meetings – the president may call a Special Meeting of the Member Course/Club Representatives upon mailing written notice to be received a minimum of 10 days prior to the meeting.
- Annual Awards Dinner – This event will be held each successive year to honor tournament champions and individuals in the golf community for their outstanding contributions to the Association and the game of golf.
ARTICLE FIVE – MAILINGS AND NOTICES
- All notices required by any of these by-laws shall state the authority pursuant to which they are issued as, “By the order of the president” or “By order of the board of directors,” as case may be and shall bear the written, stamped type written, or printed signature of the secretary or executive director. Every notice shall be deemed duly served when it has been properly mailed to the sendee at the last address appearing on their membership record.
ARTICLE SIX – FISCAL YEAR
- The fiscal year of the Association shall begin on November 1 and shall end on October 31. The financial records shall be maintained accordingly.
ARTICLE SEVEN – AMENDMENT OF BY-LAWS
- These By-Laws of the Association may be amended, altered, changed, added to, or repealed by an affirmative vote of a majority of the existing board of directors at any meeting of the board, if notice of the proposed amendment, alteration, change, or repeal is contained in the notice of the meeting.Revised and adopted on Novemer 16, 2016 under the authority given in the Restated and Amended Articles of Incorporation of the Utah Golf Association approved at a Special Meeting of the Member Course/Club Representatives on March 23, 2013.
- Exhibit A – Listing of UGA Board of Directors (Fiscal Year 2017)
- Kurt Bernhisel, President
- Stew Walz, Vice-President
- Amy Mayberry Secretary
- Mark Jensen, Treasurer
- Randy Hadfield, Immediate Past President
- Mike Bailey
- Richard Church
- Brian Hulse
- Richard Urankar
- Karen Gardiner
- Joel Welber
- Denise Vilven
- Exhibit B – Standing Committee Structure