Articles of Incorporation and By-Laws

AMENDED AND RESTATED
BY-LAWS OF
SOUTHERN GOLF ASSOCIATION
As of July 17, 2018
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ARTICLE I

MEMBERSHIP

Section 1.Qualification for Membership. Membership m the Southern Golf Association (the "SGA") 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, Virginia and West Virginia upon the conditions and requirements contained herein and as may be prescribed from time to time by the Board of Directors of the Southern Golf Association ("SGA"). As used herein, "a regularly organized golf club" means a public or private golf club. Each club shall operate permanently at one or more golf courses where golfers have the right to play, but said club need not control the course where it plays. Such club shall also regularly conduct tournaments and other golf activities for its individual members and shall satisfy such other requirements as the Board of Directors may impose from time to time.

Section 2.Application for Membership. Application by a club for membership in the SGA shall be made in writing to the Executive Director of the SGA or his designee, accompanied by such information as that officer deems necessary for the Board of Directors to have before voting on the application. Dues for a full year shall accompany the application.

Section 3.Election to Memberships. Election to membership shall be by the favorable vote of a majority of the members of the Board of Directors at any regular or special meeting at which such application is considered. Those clubs elected to membership are hereinafter referred to as Members and/or Member Clubs.

Section 4.Suspension or Expulsion of Members. Except as provided in Section 5 (Dues) below, a Member Club may be suspended or expelled from the SGA by a two-thirds (2/3) vote of all members of the Board of Directors, provided such Member Club be given an opportunity to be heard after due notice of the reasons for the proposed suspension or expulsion. Any Member Club suspended or expelled by the vote of the Board of Directors may appeal the decision to the Members at the next annual meeting of the SGA or any special meeting called for the purpose of hearing such appeal.

Section 5.Dues. The Board of Directors shall fix the annual dues, which shall be payable prior to the Annual Meeting of the SGA. Any Member Club whose annual dues are unpaid at the end of the fiscal year shall be dropped automatically from membership in the SGA. Reinstatement of such Member Club may occur upon payment of the yearly dues.

ARTICLE II

MEMBERSHIP MEETINGS

Section 1.Annual Meeting. The Annual Meeting of the SGA shall be held at a date and place to be determined by the Board of Directors for the purpose of reviewing the activities of the SGA, and conducting such other business as may come before the meeting. The Executive Director of the SGA shall give at least fourteen (14) calendar days prior written notice thereof to each Member Club. The order of business at the Annual Meeting shall be as follows:

1. Roll Call
2. Minutes of Director's Meeting
3. Executive Director'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. Special Meetings of the SGA may be held on call of the President or by written request directed to the Executive Director and signed by a majority of the Board of Directors. At least ten (10) calendar days prior written notice of each such Special Meeting shall be given to each Member Club. Such notice shall state the purpose of the subject Special Meeting.

Section 3.Notice. Any written notice required in connection with any Annual or Special Meeting of the SGA shall be deemed properly given when deposited in the United States Mail with first class postage prepaid, properly addressed to the last mailing address reflected in the SGA records, or by electronic means such as email, facsimile, or any other method utilized for notices by similar organizations. Notice given to a member of the SGA Board of Directors who is also a member of a SGA Member Club shall be deemed to constitute due and proper notice to such Member Club. In the event the proper mailing address of a Member Club shall be changed, written notice of such change shall be sent to the attention of the Executive Director of the SGA.

Section 4.Representation. At any Annual or Special Meeting of the SGA each Member Club shall be entitled to cast one (1) vote on each issue submitted for determination to SGA Member Clubs and shall have the right to be represented, but in person only, by one delegate who shall cast such vote. A member of the Board of Directors who is a member of a Member Club shall be deemed the representative of the Member Club for all purposes at the Annual Meeting.

Section 5.Quorum. At any Annual or Special Meeting of the SGA those representatives of Member Clubs, present in person, shall constitute a quorum for the transaction of any business that may come before the meeting provided, however, that the number of representatives be not less than fifteen (15).

Section 6.Elections. At the Annual Meeting the SGA shall elect from the membership of the clubs holding membership in the SGA a President, First Vice-President, Second Vice-President, a Treasurer, an Executive Director, and a Board of Directors whose numbers shall not be less than twenty-five (25) nor more than forty-five (45), excluding officers and all former Presidents of the Association who are members of member clubs. Such officers and former Presidents remain as full voting members of the Board. Those so elected as Directors shall hold office until the election of the Directors at the next Annual Meeting. The President, the First and Second Vice Presidents must not serve more than two (2) consecutive one-year terms and may not succeed themselves in office. Should the President resign or for any reason be unable to fulfill the duties of his office, the First Vice President shall succeed to the Presidency immediately. Should the First or Second Vice President or Treasurer, resign or for any reason or be unable to fulfill the duties of the office, the Board of Directors shall elect from its membership a successor to serve until the next Annual Meeting.

ARTICLE III

BOARD OF DIRECTORS

Section 1.General Powers and Duties. The management of the affairs, property and policies of the SGA shall be vested in the Board of Directors. The Board of Directors shall have the power to select sites for all tournaments sponsored by the SGA and shall have the power to determine the method of conducting all such tournaments and may, at its option, delegate such power and authority to any duly established committee of the SGA.

Section 2.Categories and Time of Election. The Board of Directors of the SGA shall be composed of persons who are members in good standing of a Member Club, who shall hold office as "Directors11 (as defined herein), together with those additional persons who shall be accorded the status of "Director Emeritus" (as defined herein). Directors of the SGA shall be elected each year at the Annual Meeting of the Member Clubs from among the nominees submitted by the Nominating Committee for a tern1 of one (1) year beginning immediately following the Annual Meeting of the Members. Notwithstanding the foregoing, Officers of the SGA shall be elected as Directors concunently with their term of office. These classifications are further defined as follows:

1. Director. This category shall consist of the President, the First Vice- President, the Second Vice-President, Treasurer, Executive Director, all former Presidents of the Association who are members of member clubs and not less than twenty-five (25) nor more than forty-five (45) other Directors. Directors must be in good standing as to all requirements of directorship. Such category shall not include any person holding the title of Director Emeritus.

2. Director Emeritus. At any Annual or Special Meeting, the Board of Directors, by a two-thirds (2/3) vote of those present in person, may grant the designation of "Director Emeritus" upon any retired Director, who shall serve for life and be allowed to attend meetings of the Member Clubs and Directors as a non-voting participant. Eligibility for designation as Director Emeritus shall include one or more of the following:

   1. Past president of the SGA;
   2. Distinguished service to the SGA by virtue of length of service and/or degree of involvement during his term;
   3. Other eligibility requirements as may be established by the Board of Directors.

3. Associate Directors. The President shall have authority to appoint Associate Directors for terms not to exceed one (1) year, and those so appointed shall have a seat and voice but no vote.

Section 3.Meetings. The Annual Meeting of the Board of Directors shall be held immediately following the Annual Meeting of the Member Clubs.

Section 4.Special Meetings. Special meetings of the Board of Directors may be called by the President, or at the request of any Director directed to the Executive Director and signed by a majority of the Board of Directors. The President shall fix the time and place for holding any Special Meeting.

Section 5.Notice/Action Without Meeting. Written notice of all Annual and Special Meetings of the Board of Directors shall be given to each Director at least fomieen (14) calendar days in advance of each such meeting, with such notice to be deemed properly given when deposited in the United States Mail with first class postage prepaid, or by electronic means such as email, facsimile, or any other method utilized for notices by similar organizations. However, such notice may be waived as provided in these By-Laws or under applicable law. The business to be transacted at Annual Meetings of the Board need not be specified in the notice of such meetings unless specifically required by law or by these By-Laws. Notice of Special Meetings shall set forth the purposes for which the meeting is called. Any action required to be or which could be taken at an Annual or Special Meeting of the Board may be taken by the written consent of a majority of the Directors.

Section 6.Quorum. Those Directors in attendance, provided that the number of Directors be not less than fifteen (15), shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Unless otherwise required by charter, statute, or these By-laws, an act of the majority of the Directors present and eligible to vote at any properly convened meeting at which there is a quorum shall be deemed to be the act of the Board of Directors.

Section 7.Standing Committees: Other Committees. The following committees are hereby established as Standing Committees of the SGA:

1. Executive Committee. The Executive Committee shall be comprised of the President, Immediate Past President, First Vice-President, Second Vice-President, Treasurer and Executive Director. The Executive Committee shall execute the policies, decisions and procedures of the Board of Directors and otherwise manage the affairs and business of the SGA between meetings of the Board of Directors, and shall serve such functions as are contemplated in accordance with these By-Laws, including the review and approval, as necessary, of the recommendations of the various Committees and staff of the SGA. The Executive Committee shall receive, accept and/or act upon the recommendations of the Nominating Committee and, at least ten (10) days prior to the Annual Meeting of the Board of Directors, the Executive Committee shall submit a slate of the nominees for election as Officers and Directors to the Board of Directors and any recommendation for "Director Emeritus" status. The Executive Committee shall meet upon the call of the President or may take action by unanimous written consent, or by any other procedure or process of action now or hereafter generally available to boards of directors of nonprofit corporations.

2. Nominating Committee. The Nominating Committee shall be composed of the President, Immediate Past President and the President preceding the Immediate Past President. Each calendar year, the Nominating Committee shall review the past performance of all current Officers, Directors and Associate Directors. The Nominating Committee shall recommend to the Executive Committee those Directors and Associate Directors, if any, who should be elected as Directors at the next Annual Meeting of the Board of Directors, and any Director for "Director Emeritus" status.

   Any current Director who the Nominating Committee does not propose to nominate for re-election as a Director, shall be so notified by the Executive Director before the Nominating Committee's nominations are submitted to the Executive Committee.

3. Amateur Competition Committee. The Competition Committee shall be composed of those Directors appointed by the President. The Competition Committee shall review and recommend policies and procedures for the Southern Amateur Championship, and shall be responsible for all pre-tournament administration. The Competition Committee shaII also make recommendations to the Executive Committee and Board of Directors regarding policies relating to championship eligibility, entry fee, exemptions, qualifying site procurement and allocations, and player recruitment.

4. Finance Committee. The Finance Committee shall be composed of the Executive Director of the SGA and those Directors appointed by the President. The Finance Committee shall be responsible for the finances of the SGA and shall prepare appropriate financial statements for distribution to the Executive Committee and Board of Directors. The Finance Committee shall also be responsible for all necessary tax filings, the establishment of all banking and investment accounts, and the preparation of an annual budget for presentation to the Executive Committee and Board of Directors.

5. Site Committee. The Site Committee shall be composed of those Directors appointed by the President. The Site Committee shall identify and procure, subject to the approval of the Board of Directors, host venues for the Southern Amateur Championship and the Southern Junior Championship.

6. Rules Committee. The Rules Committee shall be composed of the Executive Director of the SGA and those Directors appointed by the President. The Rules Committee shall be responsible for on-site Championship rules administration. Such duties shall include course marking, course set-up, Conditions of the Competition, Notice to Players, Pace of Play Policy, Tournament Manual, scoring, and Director assignments. The Rules Committee members shall serve as rules officials in all SGA competitions and shall develop policies and procedures to enhance Directors knowledge of the Rules of Golf and the conduct of competitions.

7. Junior Competition Committee. The Junior Competition Committee shall be composed of those Directors appointed by the President, and shall review and recommend policies and procedures for the Southern Junior Championship. The duties of the Committee shall also include making recommendations to the Executive Committee and Board of Directors of policies relating to eligibility, entry fee, and player recruitment.

8. Other Committees. In addition to the Standing Committees established herein, the Board of Directors may establish such other committees as the Board deems necessary or appropriate from time to time. The membership of all such other committees shall consist of such persons as are appointed by the President. The President of the SGA shall be' an ex officio member of all Committees.

9. The President of the SGA shall appoint the Chairman and all members of the various committees of the SGA.

10. Any Committee may meet, upon notice, by electronic or telephonic means. Any voting or action taken by such Committee may be taken by electronic or telephonic means.

ARTICLE IV

OFFICERS

Section 1.Officers and Term. The officers of the SGA shall consist of a President, First Vice-President, Second Vice-President, Treasurer, and Executive Director. Each Officer shall be elected in odd numbered years for terms of two (2) years, such elections to be conducted at the Annual Meeting of the Board of Directors and such terms to commence immediately upon election. Each Officer shall hold office for the stated term of office and until his successor is elected and duly qualified.

Section 2.Vacancies. Vacancies m any office may be filled by the Board of Directors at any regular or special meeting.

Section 3.Election and Removal. Subject to the terms and provions of this ARTICLE IV, the Nominating Committee shall nominate a slate of Officers as required at each Annual Meeting. In addition to nominations made by the Nominating Committee, Officer nominations may also be made in writing to the Executive Director at least twenty (20) days prior to the Annual Meeting provided the person so nominated is a Director in good standing with the SGA, has given prior consent to such nomination, and affams a willingness to serve if elected. Any Officer may be removed with or without cause by the affirmative vote of two-thirds (2/3) of the Board of Directors present in person, including any written and signed proxies given to the Executive Director in advance, at any duly convened Annual or Special Meeting.

Section 4.President. The President shall preside at all meetings of the SGA Member Clubs and at all meetings of the Board of Directors. The President shall be the chief executive officer of the SGA and shall have powers of general supervision and management of the affairs of the SGA subject, however, to the control of the Board of Directors. He shall appoint all standing and special committees. He shall have the authority to execute and deliver on behalf of the SGA all contracts, documents or instruments or to delegate such execution and delivery to the Executive Director. The President shall make reports to the Directors and Member Clubs of the SGA and shall perform all such other duties as are incident to the office of President or as may be required of him by the Board of Directors.

Section 5.First Vice-President. The First Vice-President shall be elected to serve a term of two (2) years in advance of his anticipated election to the office of President and shall hold such office of First Vice-President in preparation for his succession to the office of President; provided, however, no person elected to the office of First Vice-President shall succeed to the office of President except upon affirmative election to the office of President at the Annual Meeting of the Board of Directors. The First Vice-President shall preside at any meeting of the Member Clubs or Board of Directors in the absence of the President and in the absence or inability of the President, he shall perform all duties of the President.

Section 6.Second Vice-President. The Second Vice-President of the SGA shall, in the absence or inability of the First Vice-President, perform the duties of that office.

Section 7.Treasurer. The Treasurer shall collect and have custody of all monies and securities belonging to the SGA and shall disburse same under the direction of the Board of Directors or the President. He shall keep regular books of account and shall render an account of all his transactions as Treasurer and the financial condition of the SGA at each Annual Meeting of the Member Clubs and Board of Directors. The Treasurer shall perform all duties incident to his office or that are properly required of him by the Board of Directors. The Treasurer may delegate such administrative duties to the Executive Director.

Section 8.Executive Director. The Executive Director shall be the chief operating officer of the SGA. He shall keep minutes of the meetings of the Member Clubs and Board of Directors; 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 SGA; receive and process all membership applications and dues; receive and process all entries for tournaments of the SGA; be responsible for coordinating arrangements for all tournaments of the SGA; and serve as the official in charge of all tournaments of the SGA subject to and under the authority of the Board of Directors.

ARTICLE V

ANNUAL CHAMPIONSHIP TOURNAMENT AND OTHER TOURNAMENTS

Section 1.Tournaments. The SGA shall conduct each calendar year a Men's Southern Amateur Championship and a Boys' Southern Junior Championship, which tournaments shall be held under the direction and management of the SGA Board of Directors. Suitable prizes shall be awarded in the Championships. In addition, the SGA shall conduct such other tournaments and championships as the Board of Directors may determine and approve from time to time. The Board of Directors, or such committees as it may designate, shall detennine the method of play, the eligibility of contestants, the availability of exemptions, and other matters of conduct for each tournament sponsored by the SGA.

Section 2.Sites. he Board of Directors shall approve the sites for all tournaments sponsored by the SGA. Voting for sites shall be in person and/or by electronic means such as email, facsimile, or any other method utilized for voting by similar organizations.

Section 3.Entry Fees. The entry fee for all SGA tournaments shall be dete1mined by the Board of Directors. Entry to any SGA tournament shall be on forms prescribed by and submitted in the manner required by the Board of Directors and the Executive Director.

Section 4.Eligibility. Rules for eligibility shall be established by the Board of Directors upon the recommendation of the Executive Committee and Executive Director. All amateurs seeking to compete in SGA competitions must satisfy the cunent USGA rules for maintaining amateur status, and must satisfy such other requirements as the Board of Directors may impose for any particular championship.

Section 5.Rules of Play. All competitions sponsored by the SGA shall be conducted strictly in accordance with the Rules of Golf as approved by the USGA, with such special or local rules as the Board of Directors or rules committee may adopt. Any disputes not definitively answered by the Rules of Golf shall be decided by the Rules Committee and Executive Director. The President shall dete1mine which committee or office will address such dispute and the decision of such committee, representative, or officer shall be final and nonappealable.

ARTICLE VI

FINANCIAL MATTERS

Section 1.Fiscal Year. The fiscal year of the SGA shall begin January 1st and end December 31st of each calendar year.

Section 2.Dues and Assessments. Each Member Club shall pay to the Treasurer of the SGA, by or before the date of the Annual Meeting, such annual dues as the Board of Directors may require. In addition, each Member Club shall pay to the Treasurer of the SGA such special assessments as the Board of Directors may levy, upon such te1ms and conditions as the Board of Directors may direct.

Section 3.Delinquencies. Failure to pay dues, assessments, or other monies within the period of time permitted by the SGA shall preclude the delinquent Member Club from representation at any meeting of the members of the SGA. If any such delinquency shall continue for a period in excess of sixty ( 60) consecutive days, the Executive Committee, at its option and in its sole discretion, may remove the delinquent Member Club from SGA membership or may refer such matter to the Board of Directors, with or without recommendation as to proposed action.

ARTICLE VII

MISCELLANEOUS

Section 1.Amendment. The Board of Directors shall have the power, by a two thirds (2/3) vote of the Directors present and eligible to vote, including any written and signed proxies given to the Executive Director in advance, at a duly called Annual or Special Meeting where a quorum is established, to alter or amend these By-Laws.

Section 2.Dissolution. 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, the assets shall be equally divided and distributed to the SGA member state golf associations then in existence that are then exempt from taxation under Section 501 ( c )(3) of the Internal Revenue Code or the corresponding section of any future federal tax code, and if not, to a state, regional, or local golf association having a 501(c)(3) tax exempt status. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction in the state in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations as the said court shall determine, which are organized and operated exclusively for such purposes.

Section 3.Policies and Procedures. The Board of Directors may adopt, from time to time, such statements of policies and procedures as it deems appropriate to effectuate the goals and objectives of the SGA and to set forth guidelines and rules of conduct for its Member Clubs and its Directors and Officers.