RIVER CREEK CLUB

MEN’S GOLF ASSOCIATION

BY-LAWS

These By-Laws are to govern the River Creek Club Men’s Golf Association (MGA).

ARTICLE I. PURPOSE

The purpose of the MGA is to promote the interests of the members of the MGA through the conduct of golf tournaments and golf-related events, to administer the Phil O’Donnell Scholarship Program, and to establish a conduit for contacts and discussion with the management of River Creek Club (Club Management).

ARTICLE II. JURISDICTION

The Board has jurisdiction over the organization and conduct of MGA-sponsored golf tournaments and represents the MGA membership in golf-related contacts with the management of River Creek Club. The Board will assist the Director of Golf in producing an annual Schedule of Events ensuring the MGA is properly represented in the number and quality of events to be conducted during the year.

ARTICLE III. MEMBERSHIP

A. Male golfing members of River Creek Club, 18 years old and over, are eligible for membership in the MGA. Only those members who have paid their annual MGA dues, as established by the Board of Directors, and are in good standing with the River Creek Club, are eligible to vote at meetings of the MGA members and to participate in MGA events.

B. Dues for active members will automatically be billed by Club Management annually in the April 1st billing statement. Should a member wish to decline his membership, the MGA will refund his membership fee in its entirety if the request is made in writing by May 15th and the member has not participated in any of the current year’s MGA events. No dues will be refunded after the May 15th deadline or after the member has participated in an MGA event. Club Management is not authorized to refund dues to any member without the consent of the MGA.

ARTICLE IV. OFFICERS

The officers of the MGA shall consist of a president, vice-president, secretary, treasurer, communications chairman, handicap chairman and Phil O’Donnell Scholarship Program chairman.

A. The President or, in his absence, the Vice-President, shall preside at all meetings of the members and meetings of the Board. The President and the Vice-President shall perform such other duties as may be incumbent upon their offices or required of them by these By-Laws or by the Board. The President shall report to the Board, as appropriate, on activities of River Creek Club committees of which he is a member and his recommendations for Board action.

B. The Vice-President will also serve as the Tournament Chairman. In this role, the

Vice-President will coordinate with the Director of Golf to ensure the Conditions of Play for the tournament have been posted, a proposed prize-money breakdown is issued and, with support from the Board, provide a means to rule on questions or situations that develop during the tournament. This is to include decisions on weather, course conditions, application of the Rules of Golf and other matters impacting the conduct of an event.

C. The Secretary shall keep the minutes of all meetings of the Board and of the members. The Secretary shall issue such notices as may be required by these By-Laws, conduct the correspondence of the MGA, and keep its records. The Secretary shall perform such other duties as may be required by the Board.

D. The Treasurer shall oversee the collection and disbursement of the funds of the MGA, under the direction of the Board. The Treasurer shall report the financial condition of the MGA at every monthly meeting of the Board and at each Annual Meeting of the members. The Treasurer shall annually prepare a statement of account as of the last day of each fiscal year, exhibiting in detail the receipts and disbursements for the preceding fiscal year.

E. The Communications Chairman shall inform the MGA members of important events and dates of interest to the membership. He shall coordinate with Club Management on issuing notices in the Clubhouse Chatter and on the MGA website. The use of electronic mail (e-mail) is encouraged.

F. The Handicap Chairman shall assist the Director of Golf and his or her staff in ensuring that MGA members utilize the VSGA handicap (GHIN) system and that correct scores are posted. The Handicap Chairman shall also ensure that Tournament scores are properly posted. From trend analysis, the Handicap Chairman will identify those members who are abusing the system and provide sufficient warning to such members. Flagrant or continual abusers will be referred to the MGA Board for adjudication to include (but not limited to) establishing a correct handicap, suspension from play in tournaments or debarment from further participation in MGA events.

G. The At-Large member shall be primarily responsible for administration of the Phil O’Donnell Scholarship Program (see Article IX below) and provide such assistance as required in Tournaments, MGA functions, inter alia.

ARTICLE V. MEETINGS

A. Regular meetings of the Board shall be held monthly or at such other intervals as the Board may approve from time to time. Special meetings shall be held upon request of any Director. The Board shall determine the date, place and time of each meeting. The Secretary shall cause the members of the Board to be notified, by telephone or by notice in writing, personally delivered or transmitted electronically, at least two (2) days before any regular or special meeting or sent by US mail at least five (5) days before any such meeting.

B. The president shall establish the agenda for each regular or special meeting of the Board. The following governs voting at Board Meetings:

(i) All votes taken at meetings of the Board of Directors shall be done by a showing of hands, and the Secretary shall record the vote in the official minutes of the meeting in both numerical (e.g., “6-2-1”) and identity (e.g., “Motsko and West dissenting, Donovan abstaining”) form;

(ii) All Directors then present and entitled to vote shall vote contemporaneously; no Director, including the President, may reserve or otherwise refuse to cast a vote until after the other Directors have voted; and

(iii) The “posted” version of the minutes shall only contain the numerical vote on motions and other matters upon which votes were taken.

C. Any action required or permitted to be taken by the Board at a meeting may be taken without a meeting if a majority of the Directors consent to such action. The consents may be given in writing, orally or by telephone, as determined by the President.

ARTICLE VI. ELECTIONS

Directors shall be elected to the Board by the members. Each member shall be given an opportunity to nominate another member for election to the Board and the Directors will be elected by ballots cast by the membership. The names of the new officers shall be announced at the time of election and in the Club newsletter. The term of office of each elected Director shall be two years. Any Director that wishes to remain on the Board shall be given opportunity to be re-elected by the membership. The Board is empowered to fill any vacancy on the Board, the Director so appointed to serve until the next annual meeting of the members, when a successor shall be elected by the members to serve the remainder of the unexpired term. The Board shall fill such vacancy by majority vote of a quorum at a meeting called for that purpose or a regular meeting of the Board.

ARTICLE VII. EXPULSION

Any Director may call for the removal of another Director for cause and if two-thirds (2/3) of the entire Board so votes, such removal shall be placed before the membership at a special meeting called for that purpose. The Director shall be removed immediately if two-thirds (2/3) or more of the members attending such meeting and entitled to vote, vote for removal.

ARTICLE VIII. AMENDMENT

These By-Laws may be amended by vote of a majority of the entire Board or by vote of a majority of the members present at an annual or special meeting of the members.

ARTICLE IX. SCHOLARSHIPS

The MGA administers the Phil O’Donnell Scholarship Program, awarding Scholarships or grants annually to those most qualified among applicants. The program is funded through contributions collected during tournament “Closest to the Pin” contests and other such monies as can be raised via donations. Applicants must be employees of the River Creek Club or dependents of non-salaried employees of the club. Applications are made available to those who wish to apply during the July-August timeframe each year. The Phil O’Donnell Scholarship Program Chairman shall collect the applications and arrange for the Board to review the applications. The applicants will be ranked on merit and need for award consideration. Normally, the award is granted to the top three or four applicants. Special circumstances may cause the total number of awards to vary above or below the normal number.

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