(Approved 1975)
I, the undersigned, a natural person of the age of twenty-one
years or more, do hereby form a non-profit corporation under
the laws of North Carolina, as contained in Chapter 55A of the
General Statutes of North Carolina, entitled "Non-Profit
Corporation Act", and the several amendments thereto, and
to that end do hereby set forth:
ARTICLE I
NAME
The name of the corporation is: SOUTHERN GOLF ASSOCIATION.
ARTICLE II
PERIOD OF DURATION
The period of duration of the corporation shall be
perpetual.
ARTICLE III
PURPOSE
The objects and purposes of the Association shall be to promote
the game of golf, to protect the interest of its members, to
hold such tournaments as may be decided upon by the Board of
Directors, and to suitably recognize the winners in the Championship
or other contests. The Association shall be empowered to engage
primarily in activities which accomplish one or more of such
exempt purposes specified in Section 501(c)(3).
ARTICLE IV
MEMBERSHIP
Membership in the Association shall be open to any regularly
organized golf club in the states of Alabama, Arkansas, Florida,
Georgia, Kentucky, Louisiana, Maryland, Mississippi, North Carolina,
Oklahoma, South Carolina, Tennessee, Texas, and Virginia, whether
or not incorporated, which endorses the objects and purposes
of the Association and abides by its Articles of Incorporation
bylaws, and such rules and regulations as may be established
from time to time. A regularly organized golf club is a club
which is composed of individual dues paying members who manage
their own affairs and operate permanently at one golf course
which they need not control. Upon the filing of these Articles
of Incorporation, the initial membership shall consist of those
clubs named on the Roster of Membership attached hereto.
ARTICLE V
DIRECTORS
The management of the affairs, property and policies of the
Association shall be vested in a Board of Directors. The number,
terms, qualifications and method of election of Directors shall
be set forth in the bylaws.
The number of directors constituting the initial board of
directors shall be thirty-nine (39).
ARTICLE VI
REGISTERED OFFICE
The address of the initial registered office of the Association
is Suite 3500, ONE NCNB PLAZA, Charlotte, North Carolina 28280,
and the address of the initial registered agent at such address
is Richard E. Thigpen, Jr.
ARTICLE VII
NON-PROFIT ORGANIZATION
The Association is a non-profit organization, no part of the
capital or net earnings of which shall inure to the benefit of
any member or any private individual. Upon the dissolution of
the Association, any assets remaining after payment of all debts
and obligations shall be distributed to the United States Golf
Association provided it has retained its exempt status under
Section 501(c)(3) of the Internal Revenue Code. In the event
the exempt status of the United States Golf Association has been
revoked the assets of the Association shall be distributed to
an organization or organizations exempt under Section 501(c)(3)
of the Internal Revenue Code, which organization or organizations
are not within the definition of a private foundation under Section
509 of the Internal Revenue Code.
ARTICLE VIII
INCORPORATOR
The name and address of the incorporator is:
NAME
Richard E. Thigpen, Jr.
ADDRESS
3500 NCNB Plaza
Charlotte, NC 28280
IN TESTIMONY WHEREOF, I have hereunto set my hand, this the
27th day of May, 1975.
___________________________________
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
THIS IS TO CERTIFY, that on the 27th day of May, 1975, before
me, a Notary Public, personally appeared Richard E. Thigpen,
Jr., who I am satisfied is the person named in and executed the
foregoing Articles of Incorporation, and I having first made
known to him the contents hereof, he did acknowledge that he
signed and delivered the same as his voluntary act and deed for
the uses and purposes therein expressed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed
my official seal, this the 27th day of May, 1975.
CAROL C. BATTLE
Notary Public
My commission Expires: 4-25-79
BYLAWS
OF
SOUTHERN GOLF ASSOCIATION
ARTICLE I
Membership
Section 1. Qualification for Membership.
Membership in the Association shall be open to any regularly
organized golf club in the states of Alabama, Arkansas, Florida,
Georgia, Kentucky, Louisiana, Maryland, Mississippi, North Carolina,
Oklahoma, South Carolina, Tennessee, Texas, and Virginia, whether
or not incorporated, which endorses the objects of the Association
and abides by its Articles of Incorporation, Bylaws, and such
rules and regulations as may be established from time to time.
As used herein, "any regularly organized golf club"
means a permanent golf club composed of individual dues paying
members who manage their own affairs through officers and committees
whom they select. Such clubs shall operate permanently at one
golf course which its members have the right to play but said
club need not control the course where it plays.
Section 2. Application for Membership.
Application for membership shall be made in writing to the Secretary
of the Association, in such form and accompanied by such information
as the Secretary deems necessary for the Board of Directors to
have before passing on such application. Dues for one (1) full
year shall accompany the application.
Section 3. Election to Membership.
Election to membership shall be by the favorable vote of two-thirds
of the members of the Board of Directors present at any regular
or special meeting at which such application is considered.
Section 4. Suspension or Expulsion
of Members. Except as provided in Section 5, below,
a member may be suspended or expelled from the Association with
or without cause by a two-thirds (2/3) vote of all members of
the Board of Directors present in person.
Section 5. Dues. The Board of Directors shall
fix the annual dues, which shall be payable prior to the Annual
Meeting of the Association. Members of the club whose dues are
not paid by that time shall be barred from entering all Association
events during the period of delinquency.
ARTICLE II
Membership Meetings
Section 1. Annual Meeting. The Annual Meeting
of the Association shall be held during the week and at the place
of the annual Southern Championship Tournament, the exact day
and hour to be fixed by the President of the Association. The
Secretary of the Association shall give at least fourteen (14)
days notice thereof to each member.
The order of business at the Annual Meeting shall be as follows:
1. Roll Call
2. Minutes of Previous Meeting
3. Secretary's Report
4. Treasurer's Report
5. Committee Reports
6. President's Report
7. Old and New Business
8. Elections
9. Adjournment
Section 2. Special Meetings. A special meeting
of the Association may be held on call of the President or by
written request directed to the Secretary and signed by a majority
of the Board of Directors, provided that at least ten (10) days
written notice thereof is given to each member. Such notice shall
contain a statement of the purposes of the subject meeting.
Section 3. Representation. At any regular
or special meeting of the Association, each member shall have
the right to be represented, but in person only, by one voting
delegate or alternate.
Section 4. Quorum. At any regular or special
meeting of the Association those representative of members, present
in person, shall constitute a quorum for the transaction of any
business that may come before the meeting.
ARTICLE III
Board of Directors
Section 1. General Powers and Duties. The
management of the affairs, property and policies of the Association
shall be vested in the Board of Directors.
Section 2. Number, Term, and Qualification.
The Board of Directors shall consist of the President, the First
Vice President, the Second Vice President, a Vice President in
charge of Junior Affairs and not less than twenty-five (25) nor
more than forty-five (45) other directors. All directors will
take office on January 1st of the year following election and
will serve a term of one year, or until their successors are
duly elected and qualified. All members of the Board of Directors
shall be members in good standing of a member club of the Association.
Section 3. Election. Directors shall be elected
at the Annual Meeting of the member clubs by a vote of a majority
of the voting delegates present in person. All vacancies in the
Board of Directors may be filled by the remaining Directors,
at any regular or special meeting, by the vote of the majority
of the Directors in a meeting at which a quorum is present.
Section 4. Meetings. The Annual Meeting of
the Board of Directors shall be held immediately following the
Annual Meeting of the Association. In addition, special meetings
may be called by or at the written request of the President or
any three Directors. The person authorized by the Board to give
notice of special meetings of the Board may designate the place,
for the holding of any special meeting.
Section 5. Notice. Written notice of annual
and special meetings of the Board shall be given to each Director
at least ten (10) days in advance of said meeting. However, such
notice may be waived as provided in these Bylaws. The business
to be transacted at annual meetings need not be specified in
the notice of such meetings, unless specifically required by
law or by these Bylaws. Notice of a special meeting shall set
forth the purpose for which the meeting is called.
Section 6. Quorum. Those Directors in attendance
shall constitute quorum for the transaction of business at any
meeting. Unless otherwise required by charter or statute, the
act of a majority of the Directors present at any properly convened
meeting at which there is a quorum shall be deemed the act of
the Board.
Section 7. Directors Emeritus. At any annual
meeting, the Board of Directors, by a two-thirds (2/3) vote of
those present in person, may elect Directors Emeritus to serve
for life and those so elected shall have seat and voice on the
Board of Directors but no vote.
Section 8. Associate Directors. The President
shall have the authority to appoint Associate Directors for terms
not to exceed one (1) year, and those so appointed shall have
seat and voice but no vote.
Section 9. Committees. The Board of Directors
may establish such standing or other committees as they consider
proper or for the best interests of the Association and the membership
of all such committees shall consist of those persons appointed
by the President. The President of the Association shall ex-officio
be a member of all committees.
Section 10. Rules. The Board of Directors
shall make all rules governing the conduct and management of
the Association which it deems advisable and which are not in
conflict with the purpose of the Association or its Bylaws.
Section 11. Compensation. Directors shall
receive no salary for their services.
ARTICLE IV
Waiver of Notice
Whenever, under the laws of the State of North Carolina or
by provision of these Bylaws, a waiver in writing is signed by
persons entitled to such notice, whether before or after the
time stated therein, it shall be deemed equivalent to the giving
of such notice.
ARTICLE V
Officers
Section 1. Officers and Terms. The officers
of the Association shall be a President, a First Vice President,
a Second Vice President, a Vice President for Junior Affairs,
an Executive Secretary, a Treasurer, and such other officers
as may be elected by the Board of Directors. The offices of Secretary
and Treasurer may be merged into the single office of Secretary-Treasurer
at the discretion of the Board of Directors. Each officer shall
hold office for one year, commencing on January 1st following
election, or until his successor is elected and qualified.
Section 2. Vacancies. Vacancies in an office
may be filled by the Directors at any regular of special meeting.
Section 3. Election and Removal. Any officer
may be elected or removed without cause by the affirmative vote
of a majority of the Board of Directors present in person at
a regular or special meeting.
Section 4. President. The President shall
preside at all meetings of the members and of the Board, shall
be the chief executive officer of the Association, and shall
have general supervision and management of the affairs of the
Association subject, however, to the control, when exercised,
of the Board of Directors. He shall make reports to the Directors
and members and perform all such other duties as are incident
to this office or are properly required of him by the Board of
Directors.
Section 5. First Vice President. The First
Vice President shall perform all such duties as may be properly
required of him by the Board of Directors or the President and,
in the absence or inability of the President, shall exercise
and perform the functions and exercise all the powers of the
President.
Section 6. Second Vice President. The Second
Vice President, in the absence of the First Vice President, shall
perform the duties of that office.
Section 7. Vice President for Junior Affairs.
The Vice President for Junior Affairs shall
be responsible primarily for all functions of the Association
sponsored for juniors.
Section 8. Executive Secretary. The Executive
Secretary shall: keep minutes of the meetings of the Directors
and members; have charge of the books and records; receive and
disburse all funds; provide the Treasurer with accounts of all
transactions concerning the financial condition of the Association;
receive and process all membership applications and entries for
tournaments; be responsible for making arrangements for tournaments
and assisting in the conduct of competitions; perform such other
duties as are incident to his office or are properly required
of him by the Board of Directors or the President.
Section 9. Treasurer. The Treasurer shall
have custody of all monies and securities of the Association
and shall keep regular books of account. He shall disburse the
funds of the Association as may be ordered by the Board of Directors
or the President, and shall render an account of all his transactions
as Treasurer, and of the financial condition of the Association,
and shall perform all duties incident to his office or that are
properly required of him by the Board of Directors or the President.
He shall give a bond for the faithful discharge of his duties
in such sums and with such securities as the Board of Directors
shall from time to time determine. He shall report in writing
to the Board of Directors and the members of the Association
at the meeting of each body.
Section 10. Compensation. The salaries, if
any, of the employees and officers shall be fixed by the Board
of Directors.
ARTICLE VI
Annual Championship Tournament and Other Tournaments
Section 1. Tournaments. Each year a tournament
for the Amateur Championship of the South shall be held under
the direction and management of the Board of Directors, or such
committees as they may designate, and
suitable prizes shall be awarded in the championship. In addition,
the Association shall conduct such other tournaments as the Board
of Directors
may determine from time to time. The Board shall determine
the method of play in such tournaments or delegate such power
or any part thereof to any duly established committee.
Section 2. Site. The Board shall select the
sites for all tournaments sponsored by the Association. The site
of the succeeding years' championship shall be determined at
the annual meeting of the Board of Directors.
Section 3. Entry Fees. The entry fee for
the championship tournament and all other tournaments shall be
determined by the Board of Directors. The entries shall be made
in the manner prescribed by the Board of Directors.
Section 4. Eligibility. No player shall be
eligible to compete in a championship tournament unless: (1)
he is a bona fide member of a club belonging to the Association
and in good standing, and has been a member of the club from
which he is entered for sixty (60) days prior to the date of
the championship competition unless said competitor shall be
otherwise eligible by reason of his membership in some other
club; or (2) has competed within the calendar year of the tournament
in which he is entered as a member of a golf team of a college
or university located within one of the states named in Article
1, Section 1, which team represents said school in regularly
scheduled intercollegiate golf competition; or (3) has received
an invitation from a special committee of former Southern Golf
Association Presidents who shall have the right, but not the
obligation, to invite one or more competitors of national or
international standing who are not otherwise eligible to compete
in the Southern Golf Association Championship. Any person who
is proved, to the satisfaction of two-thirds of the members of
the Board of Directors at any regular or special meeting to have
been guilty of fraudulent act or other discreditable conduct
of any kind, may be declared by the Board of Directors to be
ineligible to compete in any competition, suspended or expelled.
ARTICLE VII
Rules of Tournaments
All tournament competition shall be played strictly in accordance
with the rules of golf approved by the United States Golf Association
with such local rules as the Rules Committee of this Association
may adopt or authorize. All other disputes shall be decided by
the Tournament Committee, whose decision shall be final.
ARTICLE VIII
Disputes Between Member Clubs
All complaints and disputes between member clubs of this Association
shall be decided by the Board of Directors, excluding representatives
of any member club involved in the dispute being considered.
ARTICLE IX
Amendments
The Board of Directors shall have the power to make, amend
and repeal the Bylaws of this Association by an affirmative vote
of two-thirds of the Directors present at any regular or special
meeting of the Board. Such action of the Board shall be subject
to review by the members of the Association.
