2011
INDUS GOLF ASSOCIATION
ARTICLES OF ORGANIZATION (BY-LAWS)
The name of the association shall be INDUS GOLF ASSOCIATION
Incorporated as Indus Golf Inc.
Article II - PURPOSE
FIRST: To stimulate interest and promote the game of golf in the South Asian Community in the Dallas - Fort Worth area as a Non-Profit Charitable Organization.
SECOND: As a charitable organization Indus Golf Association will support community activities that are in the public interest. Public interest is defined but not limited to the following activities; Provide relief to the poor and underprivileged, Advancement of education & science, Elimination of prejudice and discrimination, Defense of human & civil rights secured by law and the making of distributions to organizations that qualify as exempt organizations within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law)
THIRD : To promote friendship, fellowship and sportsmanship through regular competition in Texas & Beyond.
The association will promote education on golf course etiquette, the rules of golf, and other aspects of the game, consistent with the true spirit of the game of Golf.
Article III - MEMBERSHIP
Section 1. Regular Membership shall be available to all (men/women) 18 years of age or older. There shall be a least 10 members. .
Section 2. Junior Membership shall be available to all (boys/girls) less than 18 years of age.
Section 3. Regular Memberships in the club are individual and have full voting priviliges in Annual General Meetings.
Section 4. Regular Members in good standing are eligible to hold Board of Directors & Committee positions.
Section 5. Members who have paid their membership dues in full are considered in good standing
Section 6. Only golfers with a reasonable and regular opportunity to play golf with fellow members and who can personally return scores for posting may be members and receive Handicap Indexes from the club.
Section 7. Membership confers no special privileges in connection with any golf course.
Section 8. Memberships in the club are for a calendar year only, with all memberships expiring on December 31st.
Section 8. The membership year for the club will be January 1 through December 31.
Section 9. Each candidate for membership shall be proposed and seconded by one active members in good standing.
Section 10. The Board of Directors may confer honorary memberships upon those whom they feel have contributed to the advancement of golf or charitable contributions or service to the community. The unanimous affirmative vote of the Board shall be required to approve such action.
Section 11. In the event that any member of the club shall commit any act which reflects discredit or disrepute thereon or shall refuse or neglect to comply with the rules and regulations adopted by the Board of Directors or the duly appointed officers, such member shall be subject to suspension or expulsion.
Section 12. The annual meeting of the INDUS GOLF ASSOCIATION shall be held in November at the time of the last golf event of the season. The Board of Directors shall provide for the holding of such other meetings as may be deemed necessary or desirable, and they shall call special meetings upon written petition signed by not less than (ten percent of the membership).
Section 13. A legal quorum at any meeting shall be 50% of the annual membership present in person or by proxy. Each active member in good standing shall be entitled to one vote.
Section 14. All membership fees and dues shall be established by the Board of Directors from time to time in such amounts as they deem to be adequate to operate and maintain the club. Members shall be liable for dues until their written resignation has been received and accepted. All monies collected shall accrue to the benefit of the membership.
Section 15. Membership will follow Membership & Tournament Guidelines as specified in Addendum A
Article IV - PATRONS & PERMANENT FUND
Section 1. To assist in creating a permanent fund for Indus Golf Association, contributions from Patrons will be solicited.
a. Diamond Patron: Any Contribution of $1,000 or greater.
b. Gold Patron: Any Contribution of $600 but less than $1,000.
c. Silver Patron: Minimum Contribution of $300 but less than $600
Section 2. No Special privileges will be provided for Patron contributions.Section 3. Patrons contributions will be acknowledged on Indus Website and Official Letterhead.
Section 4. Patrons contributions will be placed in an investment/interest bearing account as a 'permanent' fund.
Interest/Investment income from the fund will be used to cover any operating expenses of Indus Golf Association.
Article V - BOARD OF DIRECTORS - Executive Committee
Section1. The Board of Directors shall consist of Seven voting members in good standing of the INDUS GOLF ASSOCIATION. It shall have seven (7) officers:
President, Vice-President, Assistant Vice President I, Assistant Vice President II, Assistant Vice President III, Golf Chairman, Treasurer; each of whom will be elected by the Indus Membership and they shall exercise all powers of management of the club not specifically excepted by these By-Laws.
Section 2. Terms for Board of Directors will be 1 Year. (The first Board of Directors shall have two (2) members serve three years terms, three (3) members serve a two-year term and two (2) member serve a one-year term. The board terms shall start in January 1 unless otherwise decided by the Board of Directors).
Section 3. The Board of Directors shall meet at such times and places as they may select and a majority of the Board shall constitute a quorum at any meeting. Since some members may not be able to be present in person, those members may be present via telephone / video conferencing.
Section 4. The Board of Directors may pass issues with a simple majority vote. However, changes to the by-laws of the association shall require a two-thirds majority of the members present at the annual meeting.
Section 5. The Board of Directors shall authorize and define the powers and duties of all committees for Non-Profit activities with the exception of the Golf Committee. Golf Committee powers and duties are expressed in ARTICLE X of these By-Laws.
Section 6. The Board of Directors will keep correct and complete books and records of account and shall keep minutes of it's proceedings.
Section 7. In the case of any vacancy through death, resignation, disqualification or other cause, the remaining directors, even though less than a quorum, may elect a successor by majority vote to hold office for the unexpired term of the director whose place shall be vacant, and until the election of his successor.
Article VI - Board of Directors - POWERS & DUTIES
Board of Directors -- The Board of Directors shall determine and execute the policy of the Association. They may establish rules and regulations for the government of the Association, the Association members and may establish such committees as they deem necessary for the purpose of carrying out their work. The Board may enact such rules and procedures as it deems necessary in governing its own actions.
President - The President shall preside over all meetings of the Association and of the Board of Directors, and shall have the power and perform the duties usually incumbent upon a presiding officer. He shall appoint all committee chairmen including the Nominating Committee. The President shall be a member of all committees. He shall submit a report on the doings and progress of the Association at the Annual Meeting held in November of each year.
Vice-President - The Vice-President shall have all the powers and shall perform all the duties of the President in his absence or during his inability to act. The Vice-President shall also be a member of all committees.
Assistant Vice Presidents I & II - The Assistant Vice Presidents shall perform the duties of the Vice President in his absence. They will serve on committees primarily to fulfill the Non Profit goals of Indus Golf.
Assistant Vice President III - The Assistant Vice President III shall be the Secretary of the Indus Golf Association Non Profit. He shall take minutes of all meetings and provide a copy of same to each Board member for approval. He will carry on whatever correspondence is necessary to conduct the business of the Association.
Golf Chairman - The Golf Chairman shall oversee the Golf Committee (see Article X) and all golf events of the Association. The Golf Chairman shall be a member of all committees.
Treasurer - The Treasurer shall continuously keep the Secretary informed of which individuals have met membership eligibility requirements and have paid their annual dues and should be included on the membership roster. He will advise the Secretary of any individuals who are to be deleted from the membership roster. He shall consult with the Board and Committee Chairmen in order to prepare a budget for the ensuing year, which budget shall be presented to the Board of Directors prior to the Annual Meeting held in November of each year. After Board approval, the Treasurer's budget will serve as the basis for operations in the next business year of the Association.
Article VII - INDEMNIFICATION
Every member of the Board of Directors or officer of Indus Golf Association may be indemnified by the association against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board or officers in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board or officer of the association, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the corporation. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board or officer is entitled.
Article VIII - FISCAL YEAR
The Fiscal Year for Indus Golf Association will be from January 1 through December 31.
Article IX - ELECTIONS
Section 1. At least four weeks prior to the Annual Meeting, the Board of Directors shall appoint a nominating committee consisting of three members of the organization. At least two weeks prior to the Annual Meeting, this committee shall submit to the Board and shall post upon the club website a list of nominees to fill any vacancies for the term of office beginning on the day of the meeting. Names of other members in good standing may be nominated by petition signed by a least (three) members and submitted to the Board at least two weeks prior to the Annual Meeting. At least one week prior to the Annual Meeting, a list of all final candidates nominated shall be posted on the club website.
Section 2. Voting shall be written ballot and those names receiving the greatest number of votes cast shall be declared to be elected. The Board shall appoint a committee of two judges who are not members of the Board or candidates for election to supervise the election.
Section 3. The Board of Directors shall meet at such times and places as they may select and a majority of the Board shall constitute a quorum at any meeting.
Article X - GOLF COMMITTEE
Section 1. Within (ten days) after the annual meeting and election, the Golf Committee will be formed to work under the Golf Chairman reporting to the Board of Directors.
Section 2. The Golf Committee shall consist of the Golf Chairman, Captain, Handicap Secretary, Treasurer & Secretary.
a. The Golf Chairman will be responsible for and manage all Golf Committee activities.
b. Captain will be responsible for Tournament organization. Captain will perform duties of the Golf Chairman in his absence. Captain will be an elected position.
c. Handicap Secretary will be responsible for establishing and maintaining a fair and proper system of handicaps in accordance with procedures set forth in the USGA Handicap System Manual. Handicap Secretary will be appointed by the Board of Directors. A Handicap Sub-Committee will be appointed by the Board with 2 members to assist the Handicap Secretary.
d. The Treasurer will serve on the Golf Committee and maintain his responsibilities as outlined in Article VI.
e. Golf Secretary shall maintain a current membership roster. Secretary will be primary point of communication with membership via email and website update and maintenance. A Public Relations / Web Admin Sub Committee with 2 members will be appointed by the Board to assist the Secretary.
Section 3. The Golf Committee will arrange and schedule with the management of any golf course as necessary, and conduct all club competitions.Section 4.The Golf Committee will have a term of one year.
Article XI - LIABILITY
Indus Golf shall not assume responsibility or be held liable for any injury to person, or damages or loss of property suffered by any member or guest, for any reason. Members are familiar with the risks and perils inherent in sports activities such as golf and associated activities. Further, the member is aware of the risk of personal injury to his or her self when undertaking such sports activities.
Therefore in consideration of being permitted membership in the Indus Golf Association the member hereby voluntarily assumes all risks of personal injury, property damage, and/or other damages to him/her resulting from or in any way associated with his or her participation in any of the activities sponsored by Indus Golf.
Further, the member hereby releases Indus Golf Association and its Board of Officers, and agents from every claim, liability, or demand of any kind, or on account of any personal injury, property damage, or other damages resulting from or in any way associated with the members participation in said activities.
Article XII - Internal Revenue Code 501(c)3 Tax Exemption Provisions
Section 1. Upon the dissolution of Indus Golf Association, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for public purpose.
Section 2. Indus Golf Association is organized exclusively for charitable purposes under section 501(c)(3) of the Internal Revenue Code. No part of the net earnings of Indus Golf Association net earnings shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.
Section 3. No substantial part of the activities of Indus Golf Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Section 4. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Article XIII - AMENDMENTS TO BY-LAWS
Section 1. These Bylaws/Articles of organization may be amended by a 2/3 majority of the members of the Board present at the annual meeting or at another Board of Directors meeting. A quorum of at least 2/3 of the Board shall be required at any meeting at which an amendment of the Bylaws/Articles of organization is put to a vote. Any proposed amendment must be submitted to the Secretary at least 30 days prior to the meeting and the Secretary shall forward any such proposed amendment to the members of the board at least 20 days prior to the meeting,
Membership & Tournament Guidelines (Addendum A) of the Association may be changed by the Board of Directors at any time, with a 2/3 majority of the members present, provided that a quorum of at least 2/3 of the Board is attained.
