GTDG Bylaws

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Golden Triangle Disc Golf Bylaws Ratified 8/4/07

Click the .pdf file below to open or download the GTDG Bylaws.

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<Center>BYLAWS
OF
GOLDEN TRIANGLE DISC GOLF
(Nonprofit)

ARTICLE I
PURPOSE</Center>

The purpose for which the Corporation is formed is the promotion and development of
the sport of disc golf in Southeast Texas. The purposes of the Corporation include:
1.1 To promote disc golf as a means of healthful recreation and physical fitness;
1.2 To provide the public with free disc golf courses and facilities;
1.3 To maintain the local disc golf courses and facilities;
1.4 To provide a recreational outlet for local youth;
1.5 To serve as an information and referral network to public, private, and
Community recreational resources;
1.6 To provide free and low-cost opportunities for friendly competition;
1.7 To provide assistance with sports skills;
1.8 To help disabled people participate in sports.

<Center>ARTICLE II
MEMBERS</Center>

2.1 MEMBERSHIP. The Board of Directors may in its discretion establish categories
of membership and may elect or appoint persons to membership status. The Board may, in its
discretion, issue certificates of membership to those persons elected or appointed to membership
status.
2.2 RIGHTS OF MEMBERS. Members shall not have any proprietary interest in the
Corporation, and shall not be entitled to share in the distribution of the corporate assets upon the
dissolution of the Corporation except as may be otherwise provided in the Articles of
Incorporation. Members may render such services on behalf of or for the Corporation as the
Board of Directors may determine.
2.3 DISCRIMINATION PROHIBITED. Membership and all rights of participation
in the PDGA, including all tournaments and other events conducted or sanctioned by the
Corporation, shall be open to everyone without regard to race, age, creed, sexual orientation,
color, national origin or gender. Nonetheless, participation in divisions of tournaments or other
events may be restricted on the basis of gender, age or ability.

<Center>ARTICLE III
DIRECTORS</Center>

3.1 NUMBER. The corporation shall have five directors and collectively they shall
be known as the Board of Directors. The number may be changed by amendment of this Bylaw,
or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws.
3.2 GENERAL POWERS. The business and affairs of the Corporation shall be
managed by its Board of Directors.
3.3 REGULAR MEETINGS. A regular annual meeting of the Board of Directors
shall be held at such date, time and place as may be established by the Board of Directors upon
notless than thirty (30) days prior notice.
3.4 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by or at the request of any Director. The person or persons authorized to call special
meetings of the Board of Directors may fix any place as the place for holding any special
meeting of the Board of Directors called by them.
3.5 NOTICE. Notice of any special meeting shall be given at least ten (10) days prior
thereto by written notice delivered personally, or mailed to each Director at his/her business
address, or by facsimile or electronic transmission. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail in a sealed envelope, so addressed, with
postage thereon prepaid. If notice be given by facsimile or electronic transmission, such notice
shall be deemed to be delivered when confirmation of the transmission is received by the sender.
Any Director may waive notice of any meeting. The attendance of a Director at any meeting
shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for
the express purpose of objecting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.
3.6 QUORUM. A majority of the members of the Board of Directors shall constitute
a quorum for the transaction of business at any meeting of the Board of Directors, provided that
if less than a majority of the Directors are present at said meeting, a majority of the Directors
present may adjourn the meeting from time to time without further notice.
3.7 MANNER OF ACTING. The act of a majority of the Directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors.
3.8 INFORMAL ACTION BY DIRECTORS. Any action required to be taken at a
meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the Directors. Such consent shall have the same
force and effect as a unanimous vote of the Directors.
3.9 PARTICIPATION BY ELECTRONIC MEANS. Any members of the Board of
Directors or any committee designated by such Board may participate in a meeting of the Board
of Directors or committee by means of telephone or email conference or similar communications
equipment by which all persons participating in the meeting can hear/read, and respond to, all
discussion. Such participation shall constitute presence in person at the meeting.
3.10 VACANCIES. Any vacancy occurring in the Board of Directors or in a
directorship to be filled by reason of an increase in the number of Directors, may be filled by the
Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office.
3.11 RESIGNATION AND REMOVAL. Any Director of the Corporation may resign
at any time by giving written notice to the Secretary of the Corporation. The resignation of any
Director shall take effect upon receipt of notice thereof or at such later time as shall be specified
in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective. When one or more Directors shall resign from the Board,
effective at a future date, a majority of the Directors then in office, including those who have so
resigned, shall have power to fill such vacancy or vacancies, the results of the vote thereon to
take effect when such resignation or resignations shall become effective. Any Board member
may be removed, with or without cause, upon the unanimous affirmative vote of the entire Board
of Directors. In addition, the Board shall cause a vote of the members to be held to recall any
Director upon the written petition of not less than ten percent (10%) of the Active members
calling for such vote. In the event of a vote of the members regarding the recall of a Director, the
proposed change shall be approved upon the affirmative vote of not less than sixty-six percent
(66%) of participating voting members.
3.12 COMPENSATION. Directors shall not receive any stated salary for their services
as such, but by resolution of the Board a fixed reasonable sum for expenses, if any, may be
allowed. The Board of Directors shall have powers in its discretion to contract for and to pay to
Directors rendering unusual or exceptional services to the Corporation special compensation
appropriate to the value of such services and to reimburse Directors for reasonable travel expense
incurred on behalf of the Corporation.
3.13 PRESUMPTION OF ASSENT. A Director of the Corporation who is present at a
meeting of the Board of Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his/her dissent shall be entered in the
minutes of the meeting or unless s/he shall file his/her written dissent to such action with the
person acting as the Secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in
favor of such action.

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<Center>ARTICLE IV
OFFICERS</Center>

4.1 NUMBER. The officers of the Corporation shall be a Treasurer, a Secretary and
such other officers as may be elected in accordance with the provisions of this Article. The
board of Directors, by resolution, may create the offices of one or more Presidents, Vice
Presidents, Assistant Treasurers and Assistant Secretaries, all of whom shall be elected by the
Board of Directors. Any two or more offices may simultaneously be held by the same person.
4.2 ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be
elected by the Board of Directors at a regular annual meeting, for a term as specified by the
Board, which may include successive terms. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may
be filled or new offices created and filled at any meeting of the Board of Directors. Each officer
shall hold office until his successor shall have been duly elected and shall have qualified or until
his death or until he shall resign or shall have been removed in the manner hereinafter provided.
4.3 REMOVAL. Any officer or agent elected or appointed by the Board of Directors
may be removed by the Board of Directors whenever in its judgment the best interests of the
Corporation would be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.
4.4 VACANCIES. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion
of the term.
4.5 THE TREASURER. The Treasurer: (a) have charge and custody of and be
responsible for all funds of the Corporation from any source whatsoever, and deposit all such
monies in the name of the Corporation in such banks, trust companies or other depositories as
shall be selected in accordance with the provisions of Article V of these Bylaws; and, (b) in
general perform all duties incident to the office of Treasurer and such other duties as from time
to time may be assigned to him or her by the Board of Directors.
4.6 THE SECRETARY. The Secretary shall: (a) keep the Minutes of the Board of
Directors' meetings in one or more books provided for that purpose; (b) see that all notices are
duly given in accordance with the provisions of these Bylaws or as required by law; (c) be
custodian of the corporate records; and, (d) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him or her by the Board
of Directors.

<Center>ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS</Center>

5.1 CONTRACTS. The Board of Directors may authorize any officer or officers,
agent or agents, to enter into any contract or execute and deliver any instrument in the name of
and on behalf of the Corporation and such authority may be general or confined to specific
instances.
5.2 LOANS. No loans shall be contracted on behalf of the Corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a resolution of the
Board of Directors. Such authority may be general or confined to specific instances.
5.3 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be
signed by such officer or officers, agent or agents of the Corporation and in such manner as shall
from time to time be determined by resolution of the Board of Directors.
5.4 DEPOSITS. All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks, trust companies or
other depositories as the Board of Directors may select.

<Center>
ARTICLE VI
ADVISORY COMMITTEES</Center>

6.1 NUMBER. The Board of Directors may appoint one or more advisory
committees which shall have such powers and rights as may be designated by the Board. All
committees shall report directly to a designated member of the Board of Directors. The members
of any such committee shall serve at the pleasure of the Board of Directors. Such advisory
committees shall advise with and aid the officers of the Corporation in all matters designated by
the Board of Directors. Each such committee may, subject to the approval of the Board of
Directors, prescribe rules and regulations for the call and conduct of meetings of the committee
and other matters relating to its procedure.
6.2 COMPENSATION. The members of any advisory committee shall not receive
any stated salary for their services as such, but by resolution of the Board of Directors a fixed
reasonable sum for expenses, if any, may be allowed. The Board of Directors shall have power in
its discretion to contract for and to pay to any member of an advisory committee, rendering
unusual or exceptional services to the Corporation, special compensation appropriate to the value
of such services.

<Center>ARTICLE VII
FISCAL YEAR</Center>

Unless otherwise determined by the Board of Directors, the fiscal year of the Corporation
shall commence on January 1 of each year and end on December 31.

<Center>ARTICLE VIII
PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS</Center>

No member, director, officer, employee, committee member, or person connected with
the Corporation, or any other private individual shall receive at any time any of the net earnings
or pecuniary profit from the operations of the Corporation, provided that this shall not prevent
the payment to any such person of such reasonable compensation for services rendered to or for
the Corporation in effecting any of its purposes as shall be fixed by the Board of Directors; and
no such person or persons shall be entitled to share in the distribution of any of the corporate
assets upon the dissolution of the Corporation. Any and all members of the Corporation shall be
deemed to have expressly consented and agreed that upon such dissolution or winding up of the
affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after
all debts have been satisfied, then remaining in the hands of the Board of Directors shall be
distributed, transferred, conveyed, delivered, and paid over, in such amounts as the Board of
Directors may determine or as may be determined by a court of competent jurisdiction upon
application of the Board of Directors, exclusively for the purposes of the Corporation or to such
organization or organizations which would then qualify under the provisions of Section 501(c)(3)
or 501(c)(6) of the U.S. Internal Revenue Code.

<Center>ARTICLE IX
WAIVER OF NOTICE</Center>

Whenever any notice whatever is required to be given under the provisions of these
Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the law
under which this Corporation is organized, 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.

<Center>
ARTICLE X
AMENDMENTS</Center>

These Bylaws or the Articles of Incorporation may be altered, amended or repealed and
new Bylaws may be adopted at any annual or special meeting of the Board of Directors at which
a quorum is present, if at least five (5) days' written notice is given of intention to alter, amend or
repeal or to adopt new bylaws at such meeting. In addition, the Board shall cause a vote of the
members to be held with regard to any alteration, amendment or repeal of these Bylaws or the
Articles of Incorporation upon the written petition of not less than ten percent (10%) of the
Active members calling for such vote. In the event of a vote of the members regarding the
Bylaws or Articles, the proposed change shall be approved upon the affirmative vote of not less
than sixty-six percent (66%) of participating voting members.