CURRENT BY LAWS
NAME, LOCATION OF OFFICES AND CORPORATE SEAL
The name of the Company and its principal office shall be Eastern Maine Golf Association, at the mailing address of the current Executive Director , but it may have other offices at such places as the Board of Directors may deem expedient.
The Company shall have a corporate seal which shall consist of a circular disc with the words "EASTERN MAINE SENIORS GOLF ASSN, CORPORATE SEAL, 1992", and will be entrusted to the Treasurer for safekeeping.
A. Class of Members
The Association shall have one class of members.
B. Qualifications of Membership
Any person who has reached the age of fifty-five (55) years and is an active golfer.
An active golf of the Eastern Maine Seniors Golf Assn. is a member who plays seven (7) or more tournaments per season.
C Number of Members
The total number of active members of the Association shall be limited to no more than one hundred eighty-five (185) members.
D Voting Rights
1. Each member, in good standing, shall be entitled to one (1) vote on each matter submitted to a vote of the members.
2. All votes shall be cast in person or by proxy.
3. The Board of Directors, at its discretion, is authorized to establish regulations providing for voting by mail.
E Expulsion from Membership
Any member may be expelled by the Board of Directors after notice to him of the charge(s) against him, and due opportunity to be heard.
A. Annual Meeting
An annual meeting of the members for the purpose of hearing reports from all officers and standing committees and for electing the Board of Directors
shall be held in August or September of each year. The date, time and place shall be fixed by the Board of Directors.
B. Regular Meetings
In addition to annual meetings, regular meetings of the members shall be had at such time and place as shall be determined by the Board of Directors.
C. Special Meetings
A special meeting of the members may be called by the Board of Directors. A special meeting of the members must be called within fourteen (14) days by
the president, or the Board of Directors, if requested by not less than five (5) percent of the members having voting rights.
D. Notice of Meetings
Written notice stating the place, day and hour of any meeting of members shall be delivered either personally, by mail, or e-mail to each member entitled to vote at such meeting, not less than ten (10) nor more than fifty (50) days before the date of such meeting, or at the director of the Secretary.
The members holding ten (10) percent of the votes that may be casts at any meeting shall constitute a quorum at any meeting of the members. In the
absence of a quorum, a majority of the members present may adjourn the meeting from time to time without further notice.\
F. Voting by Mail
Where the Board of Directors or officers are to be elected by members, or where there is an act requiring the vote of the members, such election or vote on
such proposed action my be conducted by mail in such manner as the Board of Directors shall determine.
The fiscal year of the Association shall be the calendar year.
The officers of the Association shall consist of a Board of not less than four (4) Directors and not more than nine (9), namely, a President, Vice President, Treasurer and Secretary and such other officers may be found necessary and convenient for the transaction of the activities of the Association. Two or more offices may be held at the same time by the same Director.
The Board of Directors shall be elected by members at the Annual Meeting of the Association, but any vacancy occurring in said offices from whatsoever cause
in the interim between Annual Meeting of the members may be filled by the Board of Directors.
The President, Vice President, Treasurer and Clerk shall be elected by the Board of Directors and they shall be Directors of the Association.
The term of office of each officer shall be until the holding of an Annual Meeting of the members, after his qualification, and the election and qualification of a successor, unless such officer has sooner deceased, resigned, or been removed from office.
Any Director or officer of the Association may resign his office at any time, such resignation to be made in writing and to take effect at the time therein specified and acceptance shall not be necessary to make it effective unless the officer or Director be under charges of misconduct in his official duties in which case, no resignation shall be effective unless accepted by the Board of Directors.
A Nominating Committee shall be appointed by the President to nominate candidates for vacancies on the Board and Officer positions.
The property and activities of the Association shall be managed by a Board of Directors who shall have the power to fill all vacancies from whatever cause occurring in the Board. Although the number of the Board is a the time, due to said vacancies, less than quorum, or to fill vacancies in any of the other offices of the Association;: to accept the resignation of any member of the Board or of any officer of the Association; to elect and appoint all necessary officers and agents of the Association, in addition to those specifically provided for in these By-Laws, and to determine the authority and duties of such officers and agents of the Association, including their own, if any; to employ and dismiss at will, and to delegate some officer, agent or employee of the Association the power and authority to employ and dismiss such agents, managers, superintendents, engineers, clerks, factors, workmen and other persons as it may be necessary or convenient to employ in the transaction of the activities of the Association, or in pursuance of the furtherance thereof, or in connection therewith; to determine the duties and fix the compensation of all employees of the Association; the power and authority to determine said duties and fix said compensation, to authorize the President and Treasurer in the name of the Association, to make loans for sums of money and to issue the Association's negotiable notes therefore; and to exercise in addition to powers and authorities by these By-Laws expressly conferred upon them, all such powers as may be done by the Association which are not expressly reserved to the members, subject to the provisions of the Statues of the State of Maine.
A majority of the Board of Directors shall constitute a quorum for the transaction of activities but a lessor number may adjourn the meeting sine die or to a stated time and place, Regular meetings of the Board of Directors shall be held immediately following the Annual Meeting of the members
Special Meetings of the Board of Directors may be called at any time by the President or Clerk at the request of the President, Treasurer, or any one (1) Director, and be held at any place specified in the notice, in Maine. Notification of such special meeting shall, unless unanimously waived in writing by the Board, be given to each Director by delivering to him in hand or mailing to his last known address, a notice at least one (1) day prior to the holding of such meeting. The notice shall specify the time and place that any activities may be transacted thereat which might be transacted at any regular meeting of the Board, in which case it shall be legal and valid to transact any activities witch could be transacted at any regular meeting.
The presence of any Director at a meeting of the Board shall be equivalent of due and sufficient notice to him of the activities transacted thereat, unless objection is made by him, and noted in the records of the meeting of the Board of Directors.
The Executive Director (Tournament Director) shall serve as an ex-officio member of the Board of Directors.
The President shall preside at all meetings of the members and Directors. He shall do and perform all other acts incident to the office of President or which he may be authorized to do by the By-Laws.
The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe or which he may be otherwise authorized to do by the By-Laws
The Treasurer shall have charge of the seal and the funds of the Association, keep a record of all certificates of stock issued, and be its general financial agent under the direction of the Board of Directors. He shall keep full and accurate accounts of all receipts and disbursements of the Association in the books of the Association and shall disburse funds of the Association subject to control of the Board of Directors. He shall render a statement of financial affairs of the Association to the Board of Directors whenever they require it and to the members at each annual meeting of the Association, and his books, accounts and vouchers shall be open at all times to the inspection of the Board of Directors.
The Secretary shall, at all times, be a resident of the State of Maine. He shall keep, at some fixed place within the State of Maine, a record of all meetings of the members and Directors; and shall in addition perform all duties of the Secretary as prescribed by the laws of the State of Maine. He shall be sworn to the faithful discharge of his duty.
FEES, DUES AND ASSESSMENTS
A. Annual Dues
The annual dues will be established by the Board of Directors
B. Payment of Dues
The annual dues shall be due and payable on the first day of March of each year, or in the case of a new member, upon his election.
C: Special Assessments
Special Assessments may be levied on members of this corporation only by a majority vote of all members entitled to vote. The procedure for voting on proposed assessments shall be the same as the procedure provided herein for voting of amendments to these By-Laws
D. Tournament Fees
Tournament fees, and the payment thereof shall be established by the Board of Directors.
E. Default on Payments of Dues or Assessments
Any member who does not pay his dues by the first day of March will no longer be a member of the Association. He shall be barred from any further activity and/or participation in any of the activities of the Association.
F. Reinstatement of Membership
Any member who has lost his membership by reason of default, as above stated in Section E, may petition, in writing together with full payment of all dues and assessments owed, the Board of Directors to reinstate their membership for good cause. Good cause shall be at the sole discretion of the Board of Directors
The Board of Directors shall determine the rules, locations, times, prizes and the like for all tournaments of the Association.
The monies of the Association shall be deposited in the name of the Association in such bank or banks or trust company or trust companies as the Board of Directors shall designate. All notes, checks, drafts or orders for payment of money shall be signed by such officers or agents as the Board of Directors may designate.
The By-Laws may be altered, amended or repealed at any regular or special meeting of the Board of Directors by a vote of two-thirds (2/3) of the Board of Directors provided the notice of the meeting shall specify the articles of the By-Laws which it is proposed to amend and the substance of the proposed amendments, and no amendment of the By-Laws shall be acted upon at any such meeting except after such notice.
Upon the dissolution of the Association or the termination of its activities, the assets of the Association remaining after the payment of all its liabilities shall be distributed exclusively to one or more organizations organized and operated exclusively for such purposes as shall then quality as an exempt organization under Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended and as a charitable, religious, eleemosynary, benevolent or education corporation within the meaning of Title 13B, of the Maine Revised Statues as amended.
No part of the net earnings of the Association shall inure to the benefit of any member, Director, or officer of the Association, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Association in carrying out one or more of its purposes), and no member, Director or officer of the Association, or any private individual, shall be entitled to share in the distribution of any of the Association's assets on dissolution of the Association.