PGA Constitution 2019 - Wisconsin Section Of The PGA Of .

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THE PROFESSIONAL GOLFERS’ASSOCIATION OF AMERICA2019CONSTITUTIONBYLAWS ANDREGULATIONS

“Believing that the growth for the gameof golf, and its high standing in thiscountry are largely due to the efforts of itsearly professional exponents, andbecause of their ideals of sportsmanshipand ethical practices, The ProfessionalGolfers’ Association of America isdedicated to the perpetuation of those ideals.”THE PROFESSIONAL GOLFERS’ ASSOCIATION OF AMERICA100 AVENUE OF THE CHAMPIONS, BOX 109601, PALM BEACH GARDENS, FL 33418-3653561-624-8400 www.PGA.org

2019 OFFICERSVice PresidentJIM RICHERSON, PGAScottsdale, Ariz.PresidentSUZY WHALEY, PGA/LPGAPalm Beach Gardens, Fla.SecretaryJOHN LINDERT, PGALansing, Mich.Honorary PresidentPAUL K. LEVY, PGAPinetop, Ariz.DistrictNumberTerm Expires InNovember ofDistrictNumberTerm Expires InNovember12019NOEL GEBAUER, PGASchenectady, N.Y.102019KELLY WILLIAMS, PGAGeorgetown, Ky.22020THOMAS HENDERSON, PGAGreenwich, Conn.112021BILL TROYANOSKI, PGAHalf Moon Bay, Calif.32021JOHN BRIDGEMAN., PGABrentwood, Tenn.122021TONY MARTINEZ, PGADallas, Tex.42020STEVEN ALOI, PGACortland, N.Y.132019PATRICK RICHARDSON, PGASt. Simons Island, Ga.52019RON OSBORNE, PGABattle Creek, Mich.142019DON REA, JR., PGAGilbert, Ariz.62021TERRY RUSSELL, PGAArlington Heights, Ill.At-Large2020RENEE POWELL, PGA/LPGAEast Canton, Ohio72021NATHAN CHARNES, PGALake St. Louis, Mo.Independent201982020DAVID SCHNEIDER, PGAOmaha, Nebr.CHRISTOPHER LIEDELColorado Springs, Colo.Independent202192020RON RAWLS, PGABoise, IdahoANDREA B. SMITHCharlotte, N.C.DirectorPlayer DirectorDirectorDAVIS LOVE, III, PGASt. Simons Island, Ga.PGA PRESIDENTSThe first officers were elected at the PGA Annual Meeting at the Radisson Hotel in Minneapolis, June 26, 1916.They were: Robert White, President; James Maiden, Vice-President; George Fotheringham, Vice-President; and Herbert Strong, 977-1978*Robert White*Jack Mackie*George Sargent*Alex Pirie*Charles Hall*George Jacobus*Tom Walsh*Ed Dudley*Joe Novak*Horton Smith*Harry Moffitt*Harold Sargent*Lou Strong*Warren Cantrell*Max Elbin*Leo Fraser*Warren Orlick*William Clarke*Henry Poe*Don PadgettChief Executive OfficerSETH WAUGHPalm Beach Gardens, ropolitanSoutheasternNew JerseyIllinoisColoradoSouthern CaliforniaMichiganNorthern OhioSoutheasternIllinoisTexasMiddle AtlanticPhiladelphiaMichiganMiddle f Operating OfficerDARRELL CRALLPalm Beach Gardens, Fla.PresidentSection*Frank CardiMetropolitanJoe BlackNorthern TexasMark KizziarSouth CentralMickey PowellIndiana*James Ray CarpenterGulf StatesPatrick J. RiellySouthern CaliforniaDick SmithPhiladelphiaGary SchaalCarolinasThomas H. Addis IIISouthern CaliforniaKen LindsayGulf StatesWill MannCarolinasJack ConnellyPhiladelphiaM.G. OrenderNorth FloridaRoger WarrenCarolinasBrian WhitcombPacific NorthwestJim RemyNew EnglandAllen WronowskiMiddle AtlanticTed BishopIndianaDerek SpragueNortheastern New York*DeceasedChief Championships OfficerKERRY HAIGHPalm Beach Gardens, Fla.

TABLE OF CONTENTSPageARTICLE INAME AND PURPOSESection 1.Name .A-1Section 2.Purpose .A-1ARTICLE IIGENERAL PROVISIONSSection 1.Interpretation .A-1Section 2.Rules of Order .A-1ARTICLE IIISECTIONS OF THE ASSOCIATIONSection 1.Sections Generally .A-1Section 2.Grant of Section Charters.A-1Section 3.Rescission of Section Charters .A-2Section 4.Section Governance .A-2Section 5.Section Chapters .A-2Section 6.Districts .A-3ARTICLE IVVOTING MEMBERS; DELEGATESARTICLE VMEETINGS OF THE ASSOCIATIONSection 1.Annual Meeting .A-3Section 2.Special Meetings .A-4Section 3.Presiding Officer .A-4Section 4.Quorum .A-4Section 5.Voting; Action at a Meeting.A-4Section 6.Proxy Voting .A-4Section 7.Executive Session .A-4Section 8.Expenses of Delegates .A-5ARTICLE VITHE OFFICERSSection 1.Election of Officers .A-5Section 2.The President .A-5Section 3.The Vice President .A-6Section 4.The Secretary .A-6Section 5.Removal; Resignation; Vacancies.A-6ARTICLE VIIBOARD OF DIRECTORSSection 1.Size; Composition Generally .A-7Section 2.Honorary President .A-7Section 3.District Directors.A-8

Section 4.Independent Directors .A-9Section 5.At-Large Directors .A-9Section 6.Player Directors .A-10Section 7.Powers and Duties.A-10Section 8.Regular Meetings .A-11Section 9.Special Meetings .A-11Section 10.Notice .A-11Section 11.Presiding Officer .A-11Section 12.Committees .A-11Section 13.Quorum; Presence .A-11Section 14.Voting; Action at a Meeting.A-12Section 15.Action of the Board of Directors Without a Meeting .A-12Section 16.Executive Session .A-12ARTICLE VIIIMEMBERSHIP MATTERSARTICLE IXCODE OF ETHICS; BOARD OF CONTROLSection 1.Code of Ethics. .A-12Section 2.Board of Control. .A-12ARTICLE XCHIEF EXECUTIVE OFFICERSection 1.Chief Executive Officer Duties and Responsibilities .A-13Section 2.Selection of the Chief Executive Officer .A-13ARTICLE XIINDEMNIFICATIONARTICLE XIIAMENDMENTS; REGULATIONSSection 1.Amendments to the Articles of Incorporation .A-14Section 2.Amendments to the Bylaws .A-14Section 3.Regulations .A-14ARTICLE XIIIDISSOLUTIONAPPENDIX A: MEMBERSHIP MATTERSARTICLE IDEFINITIONSSection 1.PGA Recognized Golf Facilities .A-16Section 2.Employment Definitions .A-17Section 3.Other Definitions .A-17ARTICLE II[INTENTIONALLY OMITTED.]

ARTICLE IIIASSOCIATESSection 1.Registration .A-18Section 2.Renewal .A-19Section 3.Reregistration .A-19Section 4.Eligibility .A-19Section 5.Limit of Participation .A-20Section 6.Appeal .A-20ARTICLE IVELECTION TO MEMBERSHIPSection 1.Election Requirements .A-20Section 2.Experience Credits .A-20Section 3.Educational Credits .A-21Section 4.Transition Rules .A-21Section 5.Amateur Status .A-22Section 6.Election Regulations .A-22Section 7.Resignation from Membership.A-22Section 8.Reinstatement to Membership .A-22Section 9.Re-election .A-22ARTICLE VCLASSES OF MEMBERSHIPSection 1.Active Classifications .A-22Section 2.Non-Active Classifications .A-26Section 3.Honorary Members .A-27Section 4.Classification Procedures .A-27Section 5.Annual Review of A-3 Classification .A-27ARTICLE VIRIGHTS OF MEMBERSHIPSection 1.Rights of Membership.A-28Section 2.Restrictions on Rights .A-28Section 3.Association Employees .A-29ARTICLE VIIREVIEW OF MEMBERSHIP ISSUESSection 1.Board of Control .A-29Section 2.Appeals to Board of Control by Individuals .A-29Section 3.Appeals to Board of Directors .A-30Section 4.Discretionary Review by Board of Control .A-30ARTICLE VIIIPROFESSIONAL DEVELOPMENT PROGRAMSection 1.Policy .A-30Section 2.Program Requirements.A-31Section 3.Violations .A-31

ARTICLE IXSECTION AFFILIATIONSSection 1.Section Affiliations - Members .A-31Section 2.Section Affiliations - Associates .A-31Section 3.Changes in Section Affiliations - Members .A-32Section 4.Unaffiliated Members .A-32ARTICLE XOBLIGATIONSSection 1.Annual Member Dues and Associate Fees.A-32Section 2.Associate Registration Fees .A-33Section 3.Billing of Member Dues and Associate Fees .A-33Section 4.Timing of Dues and Fees .A-33Section 5.Proration of Dues and Fees .A-33ARTICLE XIREPORTING REQUIREMENTSSection 1.Employment Reporting .A-33Section 2.Employment Verification.A-34ARTICLE XIIINSURANCESection 1.Life Insurance .A-34Section 2.Professional Liability Insurance.A-34Section 3.Member Assistance Program .A-34APPENDIXGolf Professionals in the Reserves or National Guard who are called to Active Duty Regulation .A-35APPENDIX B: Code of EthicsSection 1.Dedication . B-1Section 2.Authority . B-1Section 3.Definitions . B-1Section 4.Entities . B-2Section 5.Review of Inquiries, Complaint Processing and Initial Investigatory Procedures . B-4Section 6.Notice and Knowledge of Rules . B-5Section 7.Rules of Professional Conduct . B-5Section 8.Misconduct and Minor Misconduct . B-5Section 9.Criminal Misconduct . B-5Section 10.Discipline by Foreign or Federal Jurisdiction; Choice of Law . B-5Section 11.Generally . B-5Section 12.Suspensions. B-9

ARTICLE INAME AND PURPOSESection 1.NameThis Association shall be called “The Professional Golfers’ Association of America,” and shall be referred to as “theAssociation.”Section 2.PurposeThe mission of the Association is to promote the enjoyment and involvement in the game of golf and to contribute toits growth by providing services to golf professionals and the golf industry.The Association will accomplish this mission by promoting the profession of golf professionals, enhancing theopportunities for amateurs, employers, manufacturers, employees, and the general public.In so doing, the Association will elevate and enhance the skills and standards of the professional golfer’s vocation,promote the common business interests of golf professionals, stimulate interest in the game of golf, and promote theoverall vitality of the game.The Association is a non-profit membership corporation formed under the Florida Not-For-Profit Corporation Act(the “NPCA”). The Association is a professional association organized as a membership corporation not-for-profitwithin the meaning of section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the “Code”), and willnot carry on any activities not permitted to be carried on by a Florida non-profit corporation or by an organizationexempt from federal income taxation under Code section 501(c)(6).ARTICLE IIGENERAL PROVISIONSSection 1.InterpretationAll disputes or issues regarding the interpretation of the Constitution & Bylaws (the “Bylaws”), as well as anyRegulations adopted by the Board of Directors in accordance with Article XII, Section 3, shall be interpreted andresolved by the Board of Directors whose decision shall be final.Section 2.Rules of OrderAll meetings of the Association other than any meeting of the Board of Directors if determined by the Directorsshall be conducted in accordance with the Rules contained in Roberts’ Rules of Order to the extent applicable andnot inconsistent with the Bylaws.ARTICLE IIISECTIONS OF THE ASSOCIATIONSection 1.Sections GenerallyThe Association shall designate geographical areas as may be determined, from time to time, by the Board ofDirectors as “Sections” of the Association. The geographical boundaries of a Section may be changed in accordancewith procedures adopted by the Board of Directors from time to time.Section 2.Grant of Section ChartersA charter may be granted by the Board of Directors to a Section only upon the organization of not less than fifty(50) Master Professionals and Class “A” Members (as defined by the Membership Matters) with respect to ageographic area which is not less than approximately 140 miles square, unless otherwise approved by two-thirds ofthe Directors present at a meeting of the Board of Directors at which there is a quorum (or by unanimous writtenA-1

consent) and the Section or Sections in which the proposed new Section resides, if any. The charter of a Section willbe granted in the name approved by the Board of Directors. For the avoidance of doubt, each Section will beincorporated as a not-for-profit corporation in its state of domicile or another state, as reasonably determined by theSection. The organizational documents of the Section shall not be inconsistent or at variance with the chartergranted by the Association, the Bylaws, the Regulations or any other applicable policies of the Association. TheBoard of Directors shall have the right to review the organizational documents of any Section to ensure compliancewith the foregoing requirement.Section 3.Rescission of Section Charters(a)The charter of a Section may be rescinded at any time by two-thirds of the Directors present at a meeting ofthe Board of Directors at which there is a quorum if it is determined that the Section has taken any action(or omitted to take any action) that is detrimental to the best interests of the Association or that is inviolation of any provision of the Bylaws applicable to the Section.(b)The Association shall notify the Officers of the Section in writing no fewer than thirty (30) days in advanceof any meeting of the Board of Directors to vote upon the rescission of the charter of the Section. Thenotice will detail the action taken (or omitted) by the Section that the Board of Directors may determine tobe detrimental to the best interests of the Association or to be in violation of any provision of the Bylawsapplicable to the Section.(c)The Officers or other representatives of the Section shall have an opportunity to make a presentation to theBoard of Directors at the meeting and prior to the deliberation and voting of the Board of Directors on therescission of the charter of the Section.(d)Any decision of the Board of Directors to rescind the charter of a Section may be appealed by the Officersof the Section at the next Annual Meeting; provided, that, the Section shall not enjoy any of the privilegesof the Association unless and until its charter is reinstated at the Annual Meeting. Without limiting theforegoing, the Section will promptly cease using the Association name, initials and emblem, will not beentitled to designate Section Delegates (as defined in Article IV) with respect to any Annual or SpecialMeeting, and any District Director designated by such Section will be deemed to have resignedautomatically from the Board of Directors.Section 4.Section Governance(a)Each Section shall adopt and maintain in effect governing documents not inconsistent or at variance withthe charter granted by the Association, the Bylaws and other applicable policies of the Association. TheBoard of Directors shall have the right to review the governing documents of any Section to ensurecompliance with the foregoing requirement.(b)Each Section shall elect Section Officers who shall be Master Professionals, Class “A” Members or LifeMembers (as defined in the Membership Regulations) whose duty it shall be to carry out the decisions ofthe Association as it relates to their respective Section and to govern and direct the affairs of theirrespective Section in accordance with the governing documents of the Section.(c)Each Section shall comply with all applicable laws and manage its financial affairs in a fiscally soundmanner and shall be responsible for its financial obligations and those of its Chapters.Section 5.Section Chapters(a)Any Section may charter Chapters within its boundaries in accordance with the governing documents of theSection; provided, that, at least ten (10) Members of the Association must reside within the boundaries of aChapter. Such Chapters shall be subordinate to the Section and may conduct business solely in accordancewith the governing documents of the Section.(b)Unless otherwise determined by the Section, the names of the Chapters shall indicate the geographic areaincluded within the boundaries of the Chapter.A-2

(c)The jurisdiction of the Chapters shall extend only to discussion and action concerning local problems,which pertain solely to the area covered by the Chapters.(d)The Sections shall have complete authority in their discretion and at any time to withdraw the charters ofany Chapters.Section 6.DistrictsThe Sections shall be organized into the following Districts:No. 1No. 2No. 3No. 4No. 5No. 6No. 7No. 8No. 9No. 10No. 11No. 12No. 13No. 14Connecticut, New England and Northeastern New YorkMetropolitan, New Jersey and PhiladelphiaAlabama – NW Florida, Gulf States and TennesseeCentral New York, Western New York and Tri-StateMichigan, Northern Ohio and Southern OhioIllinois, Wisconsin and IndianaGateway, South Central and MidwestMinnesota, Nebraska and IowaRocky Mountain, Colorado and UtahKentucky, Middle Atlantic and CarolinasNorthern California, Southern California and AlohaSun Country, Northern Texas and Southern TexasNorth Florida, South Florida and GeorgiaPacific Northwest and SouthwestARTICLE IVVOTING MEMBERS; DELEGATESThe Association’s voting “members” for all purposes of the NPCA shall consist of each Director, each PastPresident (except for any Past President who did not complete his or her full term as President or who relinquisheshis or her status as a Delegate in writing to the Secretary at any time), and each Section. Except as provided in theBylaws, the Association’s voting “members” shall act through Delegates. The Delegates shall consist of: eachDirector, each Past President (except for any Past President who relinquishes his or her status as a Delegate inwriting to the Secretary or as otherwise provided in the Bylaws), and two Delegates from each Section (each, a“Section Delegate”). Each Section Delegate shall be designated in writing by the respective Section to the Secretarywithin thirty (30) days prior to each Annual Meeting or Special Meeting. The list of Delegates will be maintainedby the Secretary.ARTICLE VMEETINGS OF THE ASSOCIATIONSection 1.Annual Meeting(a)Time and Place. The Association shall hold an annual meeting of the Delegates (the “Annual Meeting”) ata time and place to be designated by the President with the advice and consent of the Board of Directors.(b)Notice. Notice of the time and place of the Annual Meeting will be provided to each Director, each PastPresident and each Section at least sixty (60) days prior to the Annual Meeting. Notice of the AnnualMeeting need not be given to any Director, Past President or Section who signs (or in the case of a Section,whose Section Delegates each sign) a waiver of notice, either before or after the Annual Meeting.A-3

Attendance at the Annual Meeting constitutes waiver of notice and waiver of any and all objections to theplace of the Annual Meeting, the time of the Annual Meeting, or the manner in which it has been called orconvened, unless the Director, Past President or Section (acting through its Section Delegates) attends theAnnual Meeting solely for the purpose of stating, at the beginning of the Annual Meeting, any suchobjection or objections to the transaction of affairs.Section 2.Special

11 2021 BILL TROYANOSKI, PGA Half Moon Bay, Calif. 12 2021 TONY MARTINEZ, PGA Dallas, Tex. 13 2019 PATRICK RICHARDSON, PGA St. Simons Island, Ga. 14 2019 DON REA, JR., PGA Gilbert, Ariz. At-Large 2020 RENEE POWELL, PGA/LPGA East Canton, Ohio Independent 2019 CHRISTOPHER LIEDEL Colorado Springs, Colo. Independent 2021 ANDREA B. SMITH

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