GRWGA Bylaws
Bylaws of GRWGA, Inc.
(dba Grand Rapids Women’s Golf Association)
A State of Michigan Corporation organized under Chapter 450 of the Michigan Revised Statutes which shall apply to the governance of the Corporation.
MISSION
GRWGA is a community of women golfers in greater Grand Rapids that promotes and encourages friendly competitive golf and social opportunities for its members.
ARTICLE I. MEMBERSHIP
Regular Membership requires amateur status and the following:
Submission and approval of the membership application; as may be amended from time-to-time by the Board of Directors. The application is an agreement to comply with the Bylaws and Standing Rules of the Association.
Minimum age of 21 years old.
Payment of initial and annual dues by a date to be set by the Board of Directors.
Charter Members: Regular Members with paid dues prior to February 11, 2019.
Founding Members: Incorporating officers of GRWGA.
Special Membership: Special membership shall consist of those women who the Board of Directors or Shareholders may, from time-to-time, elect to such membership, with such privileges and subject to such obligations as they may designate. Special membership is for a term of one calendar year yet may be extended annually by the Board of Directors.
Membership Meetings
Annual Membership Meeting: An annual membership meeting shall be held at a time and place designated by the Board of Directors.
The following orders of business shall be addressed:
A. Members may make nominations for the Board of directors, and Officer positions (if applicable). Said nominations shall be non-binding and presented to the shareholders or their designee(s) for their vote
B. Annual Association Recap will be presented to membership
C. Any other business as may be properly brought before the meeting
Special Meetings: Special meetings of GRWGA membership may be called by the President or a majority of the Board of Directors.
Notice: Meeting notice shall be posted on the GRWGA website four weeks in advance of a regular meeting and 48 hours in advance of a Special Meeting unless otherwise required by law.
ARTICLE II. BOARD OF DIRECTORS
Role: The control and management of the affairs, funds & property of GRWGA shall be vested in the Board of Directors directly and/or by delegation.
Each year the Corporation shall hold an annual meeting of the shareholders at a place and time as agreed, at which meeting the shareholders shall elect a Board of Directors and transact any other business as may properly be brought before the meeting.
At that same meeting, and after considering nominations from the members, the newly elected Board shall appoint Officers of the Corporation (not less than the President, Secretary and Treasurer). Additionally, the newly elected Board shall determine the single signature spending limit for any Officer for the upcoming fiscal year.
Number of Directors. The organization shall be managed by a Board of Directors consisting of not less than three voting directors. Additionally, the immediate past president of the GRWGA Board shall also be a member of the Board, ex-officio, non-voting.
The initial Board of Directors shall be the Founding Members.
Election and Term of Office. The Directors shall be elected by a majority vote of the shareholders at their annual meeting. The initial Board of Directors shall serve for a term of not less than 3 years. Each Director shall serve until and unless a successor has been elected.
Procedures. The vote of a majority of the Directors present at a properly called meeting as dictated by these Bylaws at which a quorum is present shall be the act of the Board of Directors unless the vote of a greater number is required by law or by these Bylaws for a particular resolution. A Director of the organization who is present at a meeting at the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records. The minutes will include, at the least, names of all members present, resolutions proposed and voted upon, and any Director’s abstentions or objections to resolutions.
Vacancies and Removals. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal by the shareholders with or without cause, or any other reason, may be filled by a majority vote of the shareholders. A Director elected to fill a vacancy shall serve the remaining term of their predecessor or until a successor has been elected and qualified.
Resignation. If a Director wishes to resign from their directorial position, they shall do so in the following manner:
A Director may resign by providing one month written notice to the board.
The absence of any director from three consecutive board meetings or a total of three general meetings will automatically constitute their resignation unless remaining directors deem otherwise.
Committees. To the extent permitted by Michigan law, the Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers, and authorities of such committees. The committees shall have a specific purpose and the Board of Directors, in creating a committee, shall outline the parameters of the committee, including, but not limited to, meetings, notice, quorum requirements, and all other pertinent procedures.
Board Meetings
Regular: Board meetings shall be held monthly; the schedule for which will be set at their first meeting. The Board members may participate in and act at any meeting of the Board using a conference telephone, internet, or other communications equipment by means of which all persons participating in the meeting can communicate with each other.
Special: Special Board Meetings may be requested by the President or a majority of the Board.
Quorum: A quorum of the Directors shall be the following: two-thirds. In the absence of a quorum, a majority of the directors may delay and reschedule the meeting to another time without further notice. The directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the departure of some director’s results in a representation of less than a quorum.
ARTICLE III. OFFICERS
Number of Officers: The Officers of the organization shall be the following: President; Secretary; Treasurer unless and until the Board of Directors determines additional officer positions necessary.
Officer Roles: The Officers shall have the following responsibilities in their roles:
President/Chairperson -- The President shall preside over all meetings of the Board of Directors, sign all corporate documents unless they delegate that responsibility to another Officer, and direct the process of the creation and implementation of resolutions.
Secretary -- The Secretary shall provide notice of any meetings to the Board of Directors, keep an updated list of the shareholders, membership and Board of Directors, keep and organize minutes for all regular and special meetings, and certify and arrange the official records of the organization.
Treasurer -- The Treasurer shall be responsible for conducting the organization's financial affairs as directed by the Board of Directors and shall prepare and present reports regarding corporate finances as required, but no less often than annually at a designated meeting of the Board of Directors.
Election and Term of Office: The Officers shall be appointed annually by the Board of Directors at the first meeting of the Board of Directors, immediately following the annual meeting. Each officer shall serve a minimum term of one year.
Vacancies and Removals: The Board of Directors shall have the power to remove an Officer or agent of the organization. Any vacancy that occurs for any reason may be filled by the Board of Directors.
ARTICLE IV. EXECUTION OF INSTRUMENTS
Instruments: The president, the treasurer, and the secretary, and each other person authorized by the Board, shall have power to execute and deliver on behalf and in the name of the Corporation any instrument requiring the signature of an officer of the Corporation including deeds, contracts, mortgages, bonds, notes, debentures, checks, drafts, and other orders for the payment of money in compliance with the annual single signature spending policy of the Board of Directors.
ARTICLE V. AMENDING BYLAWS
Recommend amendments or alterations to the Bylaws written by the Board of Directors shall be assembled and distributed to the Shareholders for approval at a Special Meeting to be held no less than 14 days following distribution of the full text of said recommendations to the Shareholders. A majority vote of the Shareholders is required for final approval of any amendments. Any approved changes must be documented and dated within these written Bylaws thereby only ever having one official set of Bylaws.
ARTICLE VI. CAPITAL STOCK
Stock Certificates: The shares of the Corporation shall be represented by certificates. The stock certificates of the Corporation shall be numbered and registered in the share ledger and transfer book of the Corporation (in electronic form) as they are issued or transferred.
Lost Certificates: The Corporation may issue a new certificate of stock in place of any certificate theretofore issued and alleged to have been lost, stolen, or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his or her legal representative, to make an affidavit of that fact, and the Corporation may require indemnity against any claim that may be made against the Corporation on account of the alleged loss, theft, or destruction of any such certificate or the issuance of such new certificate.
Transfers: Transfers of shares shall be made on the books of the Corporation upon surrender and cancellation of the certificates therefore, endorsed by the person named in the certificate or by his or her legal representative. No transfer shall be made which is inconsistent with any provision of law, the Articles of Incorporation for the Corporation, or these Bylaws. If a shareholder wishes to transfer their shares; the remaining shareholders have the right of first refusal to purchase said shares; written waiver of said right shall be required prior to transfer to an outside party.
Record Date: In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or to take action without a meeting, or to receive payment of any dividend or other distribution, or to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and shall not be less than ten nor more than fifty days before the meeting or action requiring a determination of shareholders.
If no record date is fixed by the Board of Directors:
a. For determining shareholders entitled to notice of or to vote at a meeting, the record date shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held or other action taken;
b. For determining shareholders entitled to consent to corporate action without a meeting, the record date shall be the day on which the first written consent is delivered to the Corporation in accordance with these Bylaws; and
c. For determining shareholders for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
ARTICLE VII. SHAREHOLDER MEETINGS
Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be provided to each shareholder of record entitled to vote at or entitled to notice of the meeting, which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, written notice of any shareholders meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each shareholder entitled to vote at such meeting.
Quorum: Shareholders may take action on a matter at a meeting only if a quorum exists. Except as otherwise provided by law, a majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders. The shareholders present at a meeting represented by a quorum may continue to transact business until adjournment, even if the departure of some shareholders results in a representation of less than a quorum.
Proxies: Each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to vote for him or her by proxy, but no such proxy shall be voted or acted upon after one year from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. Except as otherwise provided herein or by law, every proxy is revocable at the pleasure of the shareholder executing it by communicating such revocation, in writing, to the Secretary of the Corporation.
Voting at Meetings: If a quorum exists, action on a matter (other than the election of directors) is approved if the votes cast favoring the action exceed the votes cast opposing the action. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election (provided a quorum exists). Unless otherwise provided by law or in the Corporation’s Articles of Incorporation, and subject to other provisions of these Bylaws, each shareholder shall be entitled to one vote on each matter, in person or by proxy, for each share of the Corporation’s capital stock that has voting power and that is held by such shareholder. Voting need not be by written ballot.
List of Shareholders: A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation or by a transfer agent, shall be produced at any meeting of shareholders upon the request thereat or prior thereto of any shareholder.
Consent in Lieu of Meetings: Any action which may be taken by the vote of the stockholders at a meeting may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power.
Conference Call: One or more shareholders may participate in a meeting of shareholders by means of conference telephone, videoconferencing, or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in this manner shall constitute presence in person at such meeting.
Annual Statement: The President and the Board of Directors shall present, at least annually, a full and complete statement of the business and affairs of the corporation for the preceding year.
ARTICLE VIII -- DIVIDENDS
Dividends: The Board of Directors and Shareholders may declare and pay dividends upon the outstanding shares of the Corporation, from time-to-time and to such extent as they deem advisable, in the manner and upon the terms and conditions provided by law and the Articles of Incorporation of the Corporation.
Reserves: The Board of Directors may set apart, out of the funds of the Corporation available for dividends, said sum as the directors, from time-to-time, in their absolute discretion, think proper as a reserve fund for any proper purpose. The Board of Directors may abolish any such reserve in the manner it was created.
ARTICLE IX – GENERAL PROVISIONS
Corporate Records: Any shareholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation’s stock ledger, a list of its shareholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a shareholder. In every instance in which an attorney or other agent shall be the person seeking the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing authorizing the attorney or other agent to so act on behalf of the shareholder.
The demand under oath shall be directed to the Corporation at its registered office or its principal place of business.
Fiscal Year: The fiscal year of the Corporation shall be the calendar year.
Notice: Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof through the United States mail, or by email, or facsimile, charges prepaid, to his or her address appearing in the books of the Corporation, or supplied by him or her to the Corporation for the purpose of notice. If the notice is sent by mail it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail. If the notice is sent by facsimile, it shall be deemed to have been given at the date and time shown on a written confirmation of the transmission of such facsimile communication. If such notice is related to a meeting, the notice shall specify the place, day, and hour of the meeting, and, in the case of a special meeting of shareholders, the purpose of and general nature of the business to be transacted at such special meeting.
Waiver of Notice: Whenever any written notice is required by law, or by the Articles of Incorporation or by these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Except in the case of a special meeting of shareholders, neither the business to be conducted at nor the purpose of the meeting need be specified in the waiver of notice of the meeting. Attendance of a person either in person or by proxy, at any meeting, shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully convened or called.
CERTIFICATION
These bylaws are duly adopted by the Initial Board of Directors on April 10, 2019.
