ARTICLE I
Name

Section 1. The name of this Association shall be: MIDSOUTH SENIORS GOLF ASSOCIATION, INCORPORATED.

ARTICLE II
Object

Section 1. The object of this Association is to promote friendly competition and good fellowship in golf among senior players, and to advance the best interests of golf and of senior golfers and do any and all things which may be necessary or proper in relation to the objects and purposes as a non- profit membership corporation under the laws of the State of Mississippi.

ARTICLE III
Membership
Section l. Any male golfer fifty years of age or older recommended by two members of the association who are in good standing may become a member upon approval by the Board of Directors.
Section 2. Any member who shall violate the Constitution of this Association or its established rules or whose conduct shall be injurious to the character or disadvantageous to the interests of the Association may be suspended or expelled from the Association by three-fourths (3/4) vote of the Board of Directors in attendance at such meeting hearing such charges.
The Board of Directors shall be the sole judge of what constitutes conduct injurious to the character or disadvantageous to the interests of the Association and what constitutes a violation of the Constitution and established rules of the Association.
Section 3. A limit on the number of members of this Association shall be left to the discretion of the Directors, exclusive of LIFE MEMBERS and HONORARY MEMBERS.
Section 4. “Honorary Members” may be elected by the Board of Directors at their discretion and shall enjoy all privileges of active members and shall pay no initiation fee or dues.
ARTICLE IV
Initiation Fees and Dues
Section 1. The initiation fee for membership in the Association shall be fixed by the Board of Directors.
Section 2. The annual dues shall be fixed by the board of Directors. Annual dues shall be payable on or before January 1st of each year.
Section 3. Dues will be reduced by 40% for new members who pay after July 1st. The initiation fee remains the same. Those paying after October 1″‘ will pay in full for the following year.
ARTICLE V
Officers and Duties
Section 1. The officers of the Association shall consist of a President, a Vice-President, a Secretary and a Treasurer, who shall be ex-officio members of the Board of Directors at its annual meeting to serve for one year and until his successor is elected. The offices of the Secretary and Treasurer may be combined. Such officers shall be eligible for re-election to serve consecutive terms. All officers can be selected from the general membership, all of whom shall be members in good standing. The Nominating Committee Chairman will present such a motion at the annual board meeting.
Section 2. The President, or in his absence, the Vice-President, shall preside at all meetings of the Association and of the Board of Directors and in general shall perform the duties incidental to this office. The President will take the position as Chairman of the Board of Directors.
The President shall be responsible for all the overall management and administration of the MSGA, and any MSGA sponsored events. The President may be responsible for renting an office and employing a part-time secretary-office manager.
The President shall be chairman of the Arrangements Committee, who is charged with finding tournament locations and local tournament chairpersons; arranging for hotels and room rates, cost and location of meals, banquets, cocktail parties; and for providing suitable meeting rooms for the Association. Due to the interlocking duties of the Tournament Committee, the President shall serve as chairman and appoint the members of the Tournament Committee, which is vested with full control of all phases of tournaments.
The President may appoint the members of the Nominations Committee, and chairman of the Membership Committee.
The President may arrange with a reputable audit firm an annual audit of the financial transactions of the past year. The report generated from this audit shall be made available to the Board members at the annual meeting.
Section 3. The Vice-President shall, in the absence of the President, preside at all meetings of the Association and of the Board of Directors, and in general perform duties incidental to his office. The Vice-President shall serve at the direction of the President.
Section 4. The Secretary shall keep minutes of all the meetings of the Association and of the Board of Directors. The Secretary shall have charge of all the correspondence and papers of the Association. The Secretary shall present at each annual meeting of the Association a full report of all matters pertaining to the Association, including a summary of the tournaments and other events held and a summary of all actions taken during the year at meetings of the committees. In general, the Secretary shall perform the duties incidental to the Secretary’s office.
Section 5. The Treasurer shall keep an account of all monies received and shall deposit the same in the name and to the credit of the Association in such depository as shall be named by the Board of Directors. The Treasurer shall disburse the same, subject to the approval of the Board of Directors. The Treasurer shall present at each annual meeting of the Association a written report of the finances of the Association, and shall make a like report whenever requested by the Board of Directors. In general, the Treasurer shall perform the duties incidental of the Treasurer’s office.
Section 6. The officers of the corporation .shall furnish such bond as directed by the Board of Directors.
Section 7. The President shall be the Chairman of an Executive Committee composed of three existing Board members appointed by the President. They shall, among other things, review annually compensation and benefits for officers and employees and make recommendations to the Board of Directors.
ARTICLE VI
Board of Directors
Section 1. The government and management of the affairs of the Association shall be vested in a Board of twelve Directors, all of whom shall be members in good standing. In addition to the twelve elected Directors, all former Presidents, who have served four years, shall automatically become members of the Board of Directors for life, with all voting privileges of any Director, effective immediately upon completion of their term or terms as President of the Association.
Section 2. Each year prior to the annual meeting of the Association, three members shall be elected to the Board of Directors for a term of four years to succeed the members of the Board whose term of office shall then expire. No member who has previously served as a member of the Board of Directors shall be eligible for reelection or appointment for a period of one year following the expiration of his previous term of office.
Section 3. The Board of Directors shall govern the affairs of the association, enforce its Constitution and take cognizance of all infractions thereof, and shall have the power and authority to delegate such duties and responsibilities to any officers or committees as it deems advisable in the interests of the Association and for the purpose of carrying out its objectives.
Section 4. The annual meeting of the Board of Directors shall be held with prior notice immediately before and at the place of holding the annual meeting of the membership for the election of officers and any other business that may properly come before the meeting. Special meetings of the Board of Directors shall be held at the call of the President or at the request of any four members of the Board. Such meetings shall be held at the time of the “monthly” tournaments of the Association. Generally, such meetings are held for the purpose of approving pending new member applications. Other business of the Association which cannot be delayed until the annual meeting may be conducted at such meetings upon the President notifying the Board of Directors five days in advance and stating the purpose thereof.
Section 5. A quorum of the Board of Directors shall consist of six members for the purpose of transacting business at any meeting of the Board. Director may vote by way of electronic media.
Section 6. If and when the Directors shall severally or collectively consent in writing to any action to be taken by the Association, such action shall be as valid corporate action as though it bad been authorized at a meeting of the Board of Directors.
Section 7. A vacancy on the Board of Directors, caused by death, disability or resignation, shall be filled by the Board of Directors. A vacancy filled in the first or second year of the vacated term will preclude the election of the member appointed to the Board of Directors for a next succeeding term. A member appointed during the third or fourth year of the vacated term shall be eligible to be elected for a succeeding term.
ARTICLE VII
Meetings
Section I. The annual meeting of the Association for the transaction of business shall be held during the week of the Annual Tournament.
Section 2. Special meetings of the Association may be called at any time by the President and shall be called at the request of four members of the Board of Directors, or at the written request of twenty members of the Association. Notice of any such special meeting shall state the object thereof and no other business except as stated in the notice shall be transacted at such special meeting.
Section 3. At least fifteen days’ notice in writing or email shall be given to the members of the Association of each regular or special meeting.
Section 4. Any number of members of the Association present shall constitute a quorum at an annual or special meeting of the Association. No members shall be permitted to vote by proxy at any meeting, however email voting is acceptable.
Section 5. The order of business at each annual meeting shall be as follows:
1.Reading of minutes; 2. Report of the President; 3. Report of the Secretary; 4. Report of the Treasurer; 5. Report of Committees; 6. Unfinished Business; 7. New business.
ARTICLE VIII
Permanent Committees
Section 1. There shall be the following committees:
Distinguished Seniors Committee, Membership Committee, Nominating Committee, Tournament Committee, Ladies Committee, Executive Committee, Travel Committee
Section 2. The President, with the approval of the Board, may appoint at any time special committees with such powers as may be prescribed in the appointment not inconsistent with any of the provisions of this Constitution.
ARTICLE IX
Distinguished Seniors Committee
Section 1. The Distinguished Seniors Committee shall consist of three members, and the Committee and its Chairman shall be appointed by the President.
Section 2. Each year the Committee shall recommend to the Board of Directors, one person to be recognized by the Association as a Distinguished Senior. Upon approval by said Board, the person selected shall receive an award provided by the Association, to be presented at the Annual tournament.
Section 3. No one, other than a regular member of the MIDSOUTH SENIORS GOLF ASSOCIATION, may be selected by the Board of Directors for the Distinguished Seniors Award, except with the majority approval of the membership at a regular annual meeting.
ARTICLE X
Membership Committee
Section 1. All applications for membership shall be referred to the Membership Committee, which shall investigate each applicant, following which its report, verbal or written, shall be furnished to the Board of Directors for its consideration.
Section 2. The Membership Chairman shall be appointed by the President from among the board of Directors. The Chairman may name as many members to the Committee as he needs to properly investigate applicants for membership in the various parts of the country. Members of the Board of Directors may be requested by the Chairman to investigate member applications without their being named to the Committee.
Section 3. Meetings of the Membership Committee may be held at any time and at any place, upon call of the Chairman of the Committee, and the votes of absent members on applicants for membership may be made and taken by mail, telephone and email.
Section 4. Applications of persons who have reached the age of 49 years may be received by the Secretary; but, no applicant shall be approved until the applicant shall have reached the age of 50 years and only then provided a vacancy exists at that time.
ARTICLE XI
Nominating Committee
Section l. The Nominating Committee shall consist of no less than three members and the Committee and its Chairman shall be appointed by the President. The Committee shall nominate for election to the Board of Directors no less than twice the number of members whose terms on the Board expire at the next annual meeting of the Board of Directors.
Section 2. Each year, accompanying notices of the annual membership meeting, the Secretary shall provide the membership by mail or email the names of those members nominated for the Board of Directors and shall include a ballot for the purpose of voting by mail, such ballot is to contain space for votes to be cast for members other than those nominated by the Nominating Committee. The ballot shall be completed at least two weeks prior to the annual membership meeting. Results shall be tabulated by the Secretary and certified to the Board of Directors and the membership at their respective annual meetings.
ARTICLE XII
Tournament Committee
Section 1. The Tournament Committee shall consist of not less than four members and a Chairman. The Chairman and the Committee shall be appointed by the President. The Tournament Committee shall have full charge and control of all phases of the tournaments, which shall be conducted according to U.S.G.A. rules, with the exception of M.S.G.A. rules as set forth in the Association’s MEMBERSHIP BOOK, published each year, and any additional exceptions as adopted by the Committee. They will arrange with the Secretary the amount of entry fee needed for each tournament and will buy and cause to be distributed the prizes.
Section 2. The Chairman of the Tournament Committee will meet with the Board of Directors at the annual tournament site and discuss plans for the next year tournament schedule for the Association and shall secure approval of such schedule by the Board of Directors.
ARTICLE XIII
Additional Committees
Section I. The President may, at his discretion, appoint an Advisory Committee of three members who must have served on the Board of Directors. The Advisory Committee may attend meetings of the Board of Directors, if invited to do so by the President, but will have no vote and may be known as Directors Emeritus.
Section 2. Additional Committees to assist in management of the Association may be appointed at any time by the President, with the approval of the Board of Directors, but such committees will be disbanded once they have served their purpose.
ARTICLE XIV
Inter-Association Team Matches
Section 1. It being the policy of the Association to further Senior Golf as much as possible, it may be desirable to compete in Team Matches or tournaments with senior golfers of other associations or other countries and such matches or tournaments shall be developed as approved by the Board of Directors.
Section 3. Team Captains will keep the President and Secretary of the Association advised of all negotiations for inter-association play, and will furnish them copies of all letters written concerning any arrangements for inter-association competition.
Section 4. Inter-association teams of the Association shall be selected in accordance with the rules adopted by the Board of Directors, whose interpretation of such rules shall be final.
ARTICLE XV
Amendments
Section 1. This Constitution may, upon recommendation of the Board of Directors, be merited or supplemented at any meeting of the members of the Association by a majority vote or by email in lieu of a meeting.
ARTICLE XVI
Construction of Constitution
Section 1. The decision of the Board of Directors shall be final and conclusive with respect to all questions of construction of this Constitution.
ARTICLE XVII
Dissolution
Section 1. This Association shall continue until the event of dissolution by its members, at which time the entire assets of the Association together with any and all accumulations thereto, shall be distributed to such charitable organizations as are described in Section 501 (c)(3) of the Internal Revenue Code of 1954.
ARTICLE XVIII
Authority to Own Property
Section 1. The Corporation is authorized to buy or otherwise acquire, own, hold, manage, control, sell, convey, mortgage, pledge or lease real or personal property and to dispose of such property or any part thereof.
ARTICLE XIX
Travel Committee
Section I. This committee, consisting of a Director of Travel and one Alternate, shall be appointed by the Board of Directors. The President shall be responsible to make recommendations to the Board of Directors to fill the Director of Travel and Alternate positions. If the Director of Travel and Alternate positions become vacant, the President has the authority to appoint an interim Director of Travel and Alternate.
Section 2. The Director of Travel shall be authorized to arrange, contract for and guide golf­ oriented trips outside of Mississippi which are in addition to the normal tournament schedule. The Director of Travel shall coordinate with the President and his staff the maintenance of books, records, accounts, and funds of out-of-state trips, be a member of the tournament committee, and be responsible to the MSGA President and the Board of Directors. Mailing and scheduling shall be handled by/through the office of the MSGA President. All expenses incurred, not compensated for by resorts or transportation companies, and shall be paid from funds generated by entry fees to such trips.
Section 3. The Alternate Director of Travel shall perform the duties of the Director of Travel in the event of the inability of the Director of Travel to do so, be kept informed of arrangements and contracts, and assist the Travel Director at the Travel Director’s discretion.

ARTICLE XX
Executive Committee

Section 1. The Executive Committee shall consist of the President and three members appointed by the President. The Committee Chairman shall be the President.

Section 2. The Executive Committee shall be responsible for addressing issues that can be classified as sensitive, and will include, but not be limited to compensation for the officers of the MSGA.

Section 3. The Committee shall submit to the Board for approval recommendations for changes that may be required.

ARTICLE XXII
Ladies Committee

Section 1. The Ladies Committee shall be responsible for the regulation of all ladies activities such as golf and bridge. The Chairman shall be the Secretary-Treasurer. The Chairman shall appoint the Committee members, which usually include chairpersons at host clubs.

Section 2. The President shall submit a list of members of the Ladies Committee to the annual meeting of the Board of Directors for approval.