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Bylaws & Minutes

Board Meeting Minutes – San Diego Aces Disc Golf Club

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San Diego Aces Disc Golf Association – Bylaws

Article I – Name

The association described in these bylaws shall be known as the San Diego Aces Disc Golf Association and herein after may be referred to as the association, the San Diego Aces or the SDADGA.

Article II – Mission

The San Diego Aces Disc Golf Association is a non-profit organization dedicated to promoting the sport of disc golf and fostering a sense of community for disc golfers in San Diego County.  The San Diego Aces endeavor to promote Disc Golf as an environmentally friendly, family oriented, and socially beneficial sport that helps enable lifelong fitness and can coexist amicably with other recreations in urban areas and parks.  The San Diego Aces primary goal is to build additional permanent disc golf courses in the San Diego area.  Additional goals of the San Diego Aces is to promote and support local tournaments, to provide a fun atmosphere for all Disc Golfers and to provide quality equipment at a reasonable cost to our members.

Article III – Bylaws

  1. These bylaws shall govern the organization and operation of the SDADGA and shall become effective upon approval by a by majority vote of the entire general membership.
  2. Amendments to these bylaws shall first be drafted and approved by majority vote of the Board of Directors, then approved by a general membership election.

Article IV – Membership

  1. General membership shall be open to all individuals who pay the initiation fees and/or annual dues as required by the SDADGA and agree to act in accordance with these bylaws.
  2. Members have the right to vote on the following.
    1. SDADGA Board of Directors
    2. Approval of amendments to these bylaws
  3. Membership can be revoked without refund for conduct that reflects negatively on the association.  Such revocation requires a meeting with the affected individual followed by a two-thirds vote of the entire Board of Directors.

Article V – Board of Directors

A Board of Directors (the Board) whose titles and responsibilities are described in these bylaws shall conduct the business of the SDADGA.

  1. The Board of Directors shall be elected annually by the general membership and their terms of service shall be from January 1 through December 31.  Elections shall be conducted in accordance with the description in these bylaws.
  2. Service on the Board of Directors shall be open to all members at least 18 years of age and who are able to fulfill the duties of their position, including attendance at SDADGA meetings.
  3. In the event of a vacancy in a position on the Board of Directors (other than president), the vacancy shall be filled with a majority approval of the Board of Directors or by a special election.  If the position of president becomes vacant, the vice president shall fill the position of president and the Board of Directors shall fill the position of vice-president.
  4. Failure to perform the duties of office or continued behavior that reflects negatively on the SDADGA may cause a Board of Directors member to be dismissed from office by a two-thirds vote of the Board of Directors excluding the member in question.
  5. Individuals may not hold more than one Board position, however when a vacancy exists one or more of the existing Board members may fulfill the responsibilities, but not the voting rights, of the vacant position as an acting member until the position is filled.
  6. Board members shall serve the association on a strictly voluntary basis with no monetary or material compensation beyond that of the general membership.  This does not include reimbursement of expenses incurred on behalf of the association.

Article VI – Meetings

  1. Meeting of the general membership shall be held at least once a month.
  2. Monthly meetings shall be open to all SDADGA members.
  3. Meetings shall be conducted in an orderly manner with each Board member and committee chairperson providing a report on their respective areas of responsibility.
  4. Monthly meetings shall provide a forum for the general membership to present issues and proposals to the Board of Directors.
  5. The Board of Directors and not the general membership make decisions that address specific issues and proposals.
  6. Minutes shall be taken to record the discussions and decisions made at the monthly meetings.
  7. The Board of Directors may schedule additional special meetings open to members by invitation only as determined by the Board.

Article VII – Decisions Procedures

In general, authority to make decisions on behalf of the SDADGA shall be that of its Board of Directors.  The decision-making process shall follow the guidelines outlined below:

  1. Decisions by the Board shall be by majority vote of the entire Board, except where explicitly stated otherwise in these bylaws.  Such decision include, but are not limited to

a)    Any decision that has significant impact on the general membership, sponsors or public presence of the SDADGA including the filling of vacant Board positions,

b)    Starting new projects and activities,

c)    Any expenditures of $100 or more

  1. Decisions allowed by individual members of the Board of Directors

a)    General decisions in support of the execution of approved projects and activities.

b)    Expenditures of less than $100 for pre-approved projects and activities.  Funding for such expenditures shall be obtained from, or reimbursed by, the Treasurer.

The intent of these guidelines is for the Board of Directors to approve all new SDADGA projects and activities then delegate decision-making authority as described above.  All association expenditures shall be for approved SDADGA projects and activities.

Article VIII – Board Positions and Responsibilities

The Board of Directors shall consist of the following positions with the responsibilities of each position described below.

President

  1. The President shall be the chief executive of the SDADGA and responsible for its operation,
  2. Shall preside at all general membership and special meetings and ensure they are conducted in an orderly and business-like manner,
  3. Shall be responsible for administering the affairs of the SDADGA according to the policies and procedures described in these bylaws,
  4. Shall appoint heads of committees as they are formed and replace them if needed,
  5. Shall have access to SDADGA funds and have the authority to sign checks,
  6. Shall sign all contracts and legal documents with the Secretary after approval by the Board,
  7. Shall participate and oversee the creation of the association’s annual operating budget.

Vice President

  1. The Vice President shall perform the duties of the President whenever the President is unable to for any reason,
  2. Shall assist in helping fulfill the goals of any Board of Directors or committee project,
  3. Shall plan, organize, and oversee the execution of all SDADGA general membership elections,
  4. Shall participate in the creation of the association’s annual operating budget,
  5. Shall have access to SDADGA funds and have the authority to sign checks,
  6. Shall coordinate and oversee any methods used for SDADGA communications, such as newsletters, web sites, etc.

Secretary

  1. The Secretary shall record the proceedings of all general membership and special meetings, and make such records available to the general membership,
  2. Shall sign all contracts and legal documents after approval by the Board,
  3. Shall prepare and distribute all official correspondences of the SDADGA,
  4. Shall be responsible for establishing and maintaining records of the active membership.
  5. Shall participate in the creation of the association’s annual operating budget,

Treasurer

  1. The Treasurer shall create and maintain a financial accounting system adequate to the needs of the association consistent with acceptable accounting practices,
  2. Shall create and maintain all SDADGA bank accounts including records of all deposits and withdrawals,
  3. Shall, with participation of the entire Board, prepare an annual budget containing planned income and expenditures for the calendar year,
  4. Report financial status and performance against the budget at all monthly membership meetings,
  5. Shall have access to SDADGA funds and have the authority to sign checks and disburse funds for approved projects and activities in accordance with these bylaws.
  6. The Treasurer shall open and maintain the SDADGA checking account and have authority to sign checks for the disbursement of funds for approved projects and activities in accordance with these bylaws.

Course Representatives

  1. Each permanent disc golf course in San Diego County shall be represented on the Board of Directors by a Course Representative.
  2. Each Course Representative shall serve as a liaison and conduit of communication between their respective course’s community of disc golfers and the SDADGA,
  3. Shall help coordinate projects and activities directly affecting their course.
  4. As additional permanent courses are opened in San Diego County, the Board of Directors will be expanded to include a new Course Representative.  The new Course Representative shall be appointed by the Board for the duration of the calendar year then, elected by the general membership thereafter.

Membership Director

  1. The membership director shall be responsible for coordinating projects and activities aimed at the collection of memberships, such as membership drive events, purchase and distribution of membership packages, collection of dues and supplying dues to the Treasurer to be deposited to the club bank account.
  2. Shall create and maintain a list of current member information, and keep the list current throughout the membership year.
  3. Shall work closely with the course representatives to recruit new members at their respective courses.
  4. Shall assist the vice president with general membership elections.

Additional Board positions may be added as necessary, but shall require an amendment to these bylaws as described herein, except in the case of additional Course Representatives as described above.

Article IX – Committees

  1. As SDADGA projects and activities are approved, committees may be formed to coordinate their efforts.
  2. Not all projects require a committee, but when a committee is formed a chairperson shall be appointed by the President to oversee the effort and provide reports at meetings.
  3. Committee chairpersons and members need not be on the Board of Directors, but shall be part of the SDADGA general membership.
  4. If a committee chairperson is not on the Board, a Board member shall be assigned to oversee the activities of the committee.

Article X – Elections

  1. The annual election of the Board of Directors shall be coordinated in a fair and unbiased manner where no individual running for the Board is provided an advantage or special treatment by the election process.
    1. In order to become a candidate for the Board, an individual must be an active SDADGA member and have been nominated by active member.    Nominations for the following year’s Board shall be collected in November of each year.
    2. Each nominee shall be provided equal opportunity to “campaign”.
    3. Elections shall be held at the December monthly meeting each year.  Each member can vote for up to a number of candidates as determined by the Board of Directors.  Written ballots shall be used and have no specific Board positions associated with the candidates’ names.
    4. Absentee ballots are allowed provided they are received prior to the December election meeting and careful records of who voted are kept.
    5. In order to avoid conflicts of interest, between three and five independent and trust-worthy individuals who have no direct interest in the outcome of the election shall be appointed by the Board to count the votes.  Any association member can appeal the appointment, provided the appeal is backed up with a reasonable argument.  Reasonable appeals shall cause the Board to change their appointments.
    6. The following year’s Board of Directors shall consist of the candidates receiving the most votes regardless of how many voted.
    7. Specific Board positions shall be assigned at a special meeting held after the election.  At this meeting all elected Board members shall be given the opportunity to make known which Board position they would like to hold and why.  Board positions shall be assigned based on a vote of the new Board members.  Ties shall be broken by the number of popular votes received in the general membership election and, if still tied, shall be assigned at random.  Positions shall be assigned in the following order: President, Vice President, Treasurer, Secretary, Membership Director and the Course Representatives.
    8. Initial approval or any amendments to these bylaws shall be voted on by the general membership.
      1. A draft of the bylaws shall be made available at least 15 days prior to the membership vote for its approval.
      2. A “show of hands” style vote and written absentee voting shall be acceptable for approving bylaws.
      3. Under special circumstances the Board of Directors may choose to hold a special election for purposes of replacement of Board members or amendments to these Bylaws.

Article XI – Dissolution

  1. The SDADGA may be dissolved if a plan to dissolve the association is approved by 75% of its members.
  2. A dissolution plan shall be made available at least 15 days prior to the membership vote for its approval.
  3. A “show of hands” or written absentee vote shall be acceptable for dissolution provided it is approved by at least 75% of the active membership.

Last Updated ( Thursday, 22 July 2010)

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