BY-LAWS

(Amended & Updated April, 1994, 2002)

(Revised & Approved November 10, 1999)

ARTICLE I. OFFICES

The registered office of the Corporation shall be located in the State of Indiana. The Corporation may have such other offices either within or without the State of Indiana, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.

The Corporation shall have and continuously maintain a registered agent who is a resident of the State of Indiana. The address of the registered office, and that of the registered agent, may be changed from time to time by the Board of Directors.

ARTICLE II. MEMBERSHIP

Section 1. Classes of Members. The Corporation shall have three (3) classes of members. The designation of such classes and the qualifications and rights of the members of such classes shall be as follows:

(1) REGULAR

Any man or woman who has reached the age of fifty (50) years and who has an official verifiable index card is eligible for regular membership. Widows of former members may join the Association.

(II) HONORARY

(a) Any distinguished or worthy senior, may be elected as Honorary Member of the Association.

a.       Honorary Members may enjoy all the rights and privileges of a regular membership and shall pay no initiation fees or dues, except he shall not be eligible to serve on the Board of Directors, or be elected to an office in this Association.

(III) MEMBER EMERITUS

Any member who, prior to 1/1/89 had reached the age of seventy-five (75) years, and had been a regular member in good standing for ten (10) years last past, was placed upon the membership roll in a class of MEMBER EMERITUS, continuing in all privileges of the Association, except there will be no further payment of Annual Dues. 
  
 

Section 2. Prospective members shall be proposed by a member in good standing and this privilege shall be granted to all classes of members, and shall require the endorsement of one other member, both endorsements shall be in writing, addressed to the secretary or Membership Chairman stating the qualifications of the applicant. The two letters of endorsement shall be accompanied by a form of application approved by the Association, setting forth the applicant’s full name and mailing address, date of birth, occupation, wife’s name if married and his Golf Club affiliation.

Section 3. The membership of the Association shall be limited to Regular Members in good standing, Honorary Members and Members Emeritus, unless otherwise established by the Board of Directors.

Section 4. All applications for Membership in Western Seniors’ Golf Association, Inc., shall also include the Initiation Fee in addition to the Regular Annual Dues. Said initiation fee and dues shall be made payable to the Association at the time of filing the application for membership with the Secretary or Membership Chairman of the Association. If the applicant for membership is not recommended by the Membership’s Committee and approved by the President the Initiation Fee and Dues shall be returned immediately to the Applicant.

Section 5. Resignation. Any member may resign by filing a written resignation with the Secretary, however, such resignation shall not relieve the member so resigning of any obligation to pay dues, assessments, or other charges heretofore accrued and unpaid.

Section 6. Reinstatement. Any applicant for reinstatement must make application for membership in the same manner as a new member.

Section 7. Termination of Membership. The Board of Directors, by an affirmative vote of the majority of those present at any legally constituted Board meeting, may suspend, terminate or expel a member for cause or a member who becomes ineligible for membership after due notice and after an appropriate hearing.

Section 8. Transfer of Membership. Membership in this Association is not transferable or assignable.

ARTICLE III. MEETINGS

Section 1. Annual Meetings. The Annual Meeting of the Membership shall be held during the Annual Fall Tournament and each year thereafter on a day selected by the Board of Directors, for the purpose of electing directors, and conducting the business of the corporation. If the election of directors shall not be heard on the day designated for a day of any annual meeting, or at any adjournment thereof, the Board of Directors shall call the election to be heard at a Special Meeting of the Members. 
  
 

Section 2. Special Meetings. Special Meetings of the Corporation may be called at any time by the President or at the request of eight (8) members of the Board of Directors, or at the written request of twenty (20%) percent of the members of the Association. Notice of such special meeting shall state the purpose for which the meeting is called, and where the meeting is to occur.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Indiana, as the place of meeting for any Annual Meeting, or for any Special Meeting called by the Board of Directors.

Section 4. Notice of Meetings. Written or printed notice stating place, day, and hour of any meeting of members shall be delivered either personally or by mail, to each member entitled to vote at such meeting, not less than ten (10) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the Officers, or persons calling the meeting. In case of a special meeting or when required by statue or by these By-Laws, the purpose or purposes for which the meeting is called shall be deemed to be delivered when deposited in the United States Mail addressed to the member at his address as it appears on the records of the Corporation with postage thereon prepaid.

Section 5. Quorum. Thirty-five (35) members of the Association at any meeting of the Membership shall constitute a quorum for the purpose of transacting the business of the Corporation. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

Section 6. Voting Rights. All members in good standing shall be entitled to one vote on each matter submitted to a vote of the members. No member shall be permitted to vote by proxy at any meeting.

Section 7. Order of Business. The Order of Business at each Annual Regular Meeting of the Corporation shall be as follow:

1. Reading of the Minutes

2. Report of the President

3. Report of the Secretary

4. Report of the Treasurer

5. Report of the Committees

6. Report of the Tournament Director

7. Unfinished Business

8. New Business

9. Election of Members of the Board of Directors   
  
 

ARTICLE IV. GENERAL POWERS

Section 1. Board of Directors. The affairs of the Corporation shall be managed by its Board of Directors, who shall have general charge, management and control of the affairs, finances, assets and property of this Association.

Section 2. Number. The number of Directors shall be fifteen (15).

Section 3. Tenure and Qualifications. At the first annual meeting of the Association following the adoption of these By-Laws, the fifteen members of the Board of Directors shall be elected by the membership to serve as follows:

Five members to serve one year,

Five members to serve two years, and

Five members to serve for three years.

Thereafter five members shall be elected for a term of three years at each annual meeting. A Director may serve any number of times in succession if the Board feels it necessary. Directors take office as soon as elected. Directors need not be residents of the State of Indiana, but shall be regular members of the Corporation in good standing.

Section 4. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than these By-Laws, after and at the same place as the annual meeting of the members. The Board of Directors may provide by resolution the time and place, either within or without the State of Indiana, for the holding of additional regular meetings of the Board of Directors without other notice than such resolution.

Section 5. Special Meetings. SPECIAL MEETINGS OF THE BOARD OF DIRECTORS may be called by or at the request of the President or any eight (8) Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State, as the place for holding any special meeting of the Board of Directors.

Section 6. Notice. Notice of any special meeting of the Board of Directors shall be given at least ten (10) days previously thereto by written notice delivered personally or sent by mail or telegram to each director at his address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-Laws. 

Section 7. Quorum. Eight (8) Members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; but, if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 8. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these By-Laws.

Section 9. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors, shall be filled by the Board of Directors. A director elected to fill a vacancy shall be elected for the un-expired term of his predecessor in office.

Section 10. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at such regular or special meeting of the Board of Directors, but nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE V. OFFICERS

Section 1. Officers. The officers of the Corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers as Asst. Secretary or Asst. Treasurer, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the President cannot also be the Secretary.

Section 2. Election of Officers. The Officers shall be elected by the Board of Directors at its Annual Meeting to serve for (2) years and until his successor is elected. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.

Section 3. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation would be served thereby.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the un-expired part of the term.

Section 5. Immediate Past President shall remain a member of the Board of Directors with all the voting rights of membership. He shall be the principal advisor to the President.

Section 6. President. The President shall be the chief executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. He shall preside at all meetings of the members and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, by these By-Laws or by statutes to some other officer or agent of the Corporation; and in general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The President shall also be ex officio a member of all committees with the right to vote at meetings thereof.

Section 7. Vice President(s). In the absence of the President, or in the event of his inability or refusal to act, the highest ranking and willing Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President(s) shall perform such other duties as from time to time may be assigned to him by the President, or by the Board of Directors.

Section 8. Treasurer. (A) If required, by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties, as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; shall receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and shall deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provision of ARTICLE VII of these By-Laws; and in general perform all the duties incident to the Office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. (B) The Treasurer shall mail a financial report to each member of the Board of Directors within 45 days after the Board meetings.

Section 9. Secretary. (A) The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; shall see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; shall be custodian of the corporate records and of the Seal of the Corporation and shall see that the Seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; shall keep a register of the postal

address of each member which shall be furnished to the Secretary by such member; and shall in general perform all duties incident to the Office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

(B) The Secretary shall mail a copy of the minutes of the Board meeting to each member of the Board of Directors within 45 days after said meeting.

Section 10. Assistant Treasurer and Assistant Secretary. If required by the Board of Directors, the assistant treasurer shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The assistant treasurer and assistant secretary, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors.

Section 11. The office of Secretary and the Treasurer may be combined.

ARTICLE VI. COMMITTEES

Section 1. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees; which committees, to the extent provided in this resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or him by law.

Section 2. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the corporation, and the President of the Corporation shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Corporation shall be served by such removal.

Section 3. Term of office. Each member of a committee shall continue as such until the next annual meeting of the members of the Corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 4. Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.

Section 5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 6. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 7. Rules. Each Committee may adopt rules for its own government not inconsistent with these By-Laws or with rules adopted by the Board of Directors.

ARTICLE VII. CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Checks, drafts, etc. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and /or Assistant Treasurer.

Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may elect.

Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.

ARTICLE VIII. BOOKS AND RECORDS

Section 1. The Corporation shall keep correct and complete books and records of account and shall also keep Minutes of the proceedings of its members, Board of Directors, and Committees having any of the authority of the Board of Directors, and shall keep at the registered or principal Office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member, or by his agent, or attorney for any proper purpose at any reasonable time. 
  
 

ARTICLE IX. FISCAL YEAR

Section 1. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December of each year.

ARTICLE X. DUES

Section 1. Annual Dues. The Board of Directors may determine from time to time the amount of the Initiation Fee, if any, and Annual Dues payable to the Corporation by members.

Section 2. Payment of dues. Dues shall be payable in advance on or before the first day of each year or, in the case of a new member, upon his election to membership in the Association. Widows of former members pay one-half annual dues.

Section 3. Default and Termination of Membership. Any member in default in payment of dues shall be ipso facto suspended from all privileges of membership, and if, after notice, such default is not cured within a period of ninety (90) days, the membership of such member shall automatically cease and terminate.

ARTICLE XI. SEAL

Section 1. The Corporation shall have a Corporate Seal which shall be as follows: A circular disk on the outer margin of which shall appear the Corporate Name and State of Incorporation with the words, "CORPORATE SEAL" through the center, so mounted that it may by used to impress these words in raised letters on paper. The Seal shall be in charge of the Secretary.

ARTICLE XII. WAIVER OF NOTICE

Section 1. Whenever any notice is required to be given under the provision of the Indiana Nonprofit Corporation Act of 1991, or under the provisions of the Articles of Incorporation or By-Laws of the Corporation, a waiver thereof in writing signed by the persons or person entitled to such notice, whether before or after the time stated thereon, shall be deemed equivalent to the giving of such notice.

ARTICLE XIII. AMENDMENTS TO BY-LAWS

Section 1. Amendments. These By-Laws may be amended or revised by a two-third (2/3) vote of the directors present at any regular meeting or called meeting of the Directors.

ARTICLE XIV. DISSOLUTION

Section 1. Dissolution. This Corporation shall continue until such time as the Board of Directors consider it to be to the best interest of all concerned that it be dissolved. Upon dissolution, liquidation, or winding up of the Corporation, whether voluntary or involuntary, the Board of Directors shall proceed pursuant to IC 23-7-1.1-33 and any amendments thereto with said dissolution proceeding.

WESTERN SENIORS’ GOLF ASSOCIATION, INC.

BY-LAWS

(Amended & Updated April, 1994)

INDEX

PAGE 1 OFFICES

MEMBERSHIP

Regular

Honorary

Member Emeritus

PAGE 2 MEMBERSHIP (Continued)

Letters of endorsement

Limitation of membership

Initiation fee & annual dues

Resignation

Reinstatement

Termination

Transfer

MEETINGS

Annual

PAGE 3 MEETINGS (Continued)

Special

Place of meeting

Notice

Quorum

Voting rights

Order of business

PAGE 4 GENERAL POWERS

Board of Directors

PAGE 5 GENERAL POWERS (Continued)

OFFICERS

PAGE 6 OFFICERS (Continued)

PAGE 7 OFFICERS (Continued)

COMMITTEES

PAGE 8 COMMITTEES (Continued)

CONTRACTS, CHECKS, DEPOSITS. AND FUNDS

BOOKS AND RECORDS

PAGE 9 FICSCAL YEAR

DUES

SEAL

WAIVER OF NOTICE

AMENDMENTS TO BY-LAWS

DISSOLUTION