RULES AND BY-LAWS
OF THE
EMERALD COAST SENIOR SCRATCH SERIES, INC.

ARTICLE I - NAME

The name of this organization, a corporation not-for-profit, shall be EMERALD COAST SENIOR SCRATCH SERIES, INC.

ARTICLE II - PURPOSE

Section 1.

The purpose of this organization shall be to promote fellowship and friendly competition in golf among senior amateur players; to conduct an annual series of competition tournaments; to conduct an annual Senior Masters Championship; to support charitable and educational organizations; and, in general, to do all things deemed necessary and proper to advance the best interest of amateur golf, of organization members and of senior amateur golfers.

Section 2.

This organization is dedicated to upholding all the provisions set forth in the “Rules of Golf” as approved by the United States Golf Association and The Royal and Ancient Golf Club of St. Andrews, Scotland.

ARTICLE III - MEMBERSHIP

Section 1. ELIGIBILITY:

Any amateur golfer of minimum age 50, regardless of race, color, ethnic origin or national citizenship is eligible, upon application and payment of annual dues, to become a member of the organization.

            Section 2. CLASSES OF MEMBERSHIP:

(A) Active Annual Member:  Shall pay annual dues; be eligible to participate in all activities sponsored/conducted by the organization; be eligible to vote at the annual Membership Meeting or special membership meeting called by the Board of Directors; and to serve on the Board of Directors.

(B) Charter Member:  One who joined the organization prior to December 31, 1992, and has since continued active annual membership.

(C) Honorary Life Member:  One who has attained age 50 and distinguished himself through achievements/contributions to this organization or the sport of amateur golf in general and senior amateur golf especially, may be elected by majority vote of the Board of Directors as an Honorary Life Member. Such member shall pay no dues and be eligible to participate in all activities of the organization.

(D) Inactive Member:  One, previously an Active Annual Member, who is delinquent past March 1 in application for annual membership/payment of annual dues, shall be considered an Inactive Member. Inactive Members will be removed from the mailing list, are not eligible to vote, serve on the Board of Directors or otherwise participate in organization activities until such time as they renew Active Annual Member status.

            Section 3. RIGHTS OF MEMBERS:

(A) All Honorary Life Members and Active Annual Members may attend Membership Meetings and Board of Directors meetings, vote at Membership Meetings, and serve on the Board of Directors and such organization committees as are constituted.

(B) No member shall have any vested right, interest, or privilege of, in, or to the assets, functions, affairs or franchises of the organization, or any right, interest, or privilege which is transferable or inheritable.

(C) No member shall be entitled to share in the distribution of corporate assets upon the dissolution of the corporation.

            Section 4. SUSPENSION/REMOVAL FROM MEMBERSHIP:

(A) A member may be SUSPENDED from participation in organization activities by a majority vote of the Board of Directors, for such duration as determined by the Board of Directors, for violation of rules, regulations or policies set by the organization, or for conduct detrimental to the standards and interests of the organization. Any member SUSPENDED will be notified in writing of the term of suspension and reason for suspension within five (5) days following such action by the Board of Directors. A SUSPENDED member may petition, in writing within ten (10) days upon receiving notice of suspension, for a hearing before the Board of Directors to appeal such suspension.

(B) A member may be REMOVED from membership by a two-thirds (2/3) vote of the Board of Directors at any regular or special meeting called for that purpose, for conduct detrimental to the standards, interest, welfare, integrity or character of the organization. Any such member proposed to be REMOVED shall be entitled to at least ten (10) days notice in writing of the specific charges and of the meeting at which such removal is to be voted upon, and shall be entitled to appear before and be heard at such meeting.

ARTICLE IV - BOARD OF DIRECTORS AND OFFICERS

Section 1. BOARD OF DIRECTORS:

(A) The business and property of the organization shall be managed and controlled by a Board of Directors, which shall consist of nine (9) members, including the Executive Director.. Such number may be increased or diminished by amendment to these By-Laws in the manner set forth in ARTICLE XII hereof. Provided, the number shall never be less than three (3).

(B) The term of office for elected members of the Board of Directors shall be three (3) years, or until the election and qualification of their respective successors.

(C) The Board of Directors shall devise and adopt such policies, rules and regulations that the Board deems in the best interest of the organization and not inconsistent with these By-Laws.

(D) Directors shall not be compensated for services to the organization. The Board of Directors, however, shall have power in its discretion to set and pay a reasonable annual expense allowance to the Executive Director for services rendered to the organization, and may authorize payment/reimbursement of expenses for directors or members rendering unusual services to the organization

(E) Any director may resign at any time by giving written notice of such resignation to the Board of Directors. Any vacancy in the Board of Directors occurring during the year shall be filled for the unexpired portion of the term by vote of the directors then in office. Any director so elected by the Board of Directors shall hold office until the election and qualification of his successor.

Section 2. OFFICERS:

(A) The officers of the organization shall be the President, Vice President, Secretary, Treasurer, and such other officers with such powers and duties not inconsistent with these By-Laws as may be appointed and determined by the Board of Directors. Any person may hold two (2) or more offices at the same time. The Executive Director of the organization shall fill the positions of Secretary and Treasurer.

(B) The officers shall be elected by the Board of Directors, except as otherwise provided for in these By-Laws, from among such persons as the Board of Directors may see fit at the first meeting of the Board of Directors after the annual Membership Meeting of the organization.

(C) Any vacancy in the office of President shall be filled immediately by the Vice President. In case any other office of the organization becomes vacant by death, resignation, disqualification, or any other cause, the majority of the directors then in office, although less than a quorum, may elect an officer to fill such vacancy, and the officer so elected shall hold office and serve until the election and qualification of his successor.

(D) President.  The President shall preside at all meetings of members and of the Board of Directors. He shall have and exercise general charge and supervision of the organization and shall do and perform such other duties as may be assigned to him by the Board of Directors. He shall serve as an ex-officio member of all committees.

(E) Vice President. At the request of the President, or in the event of his absence or disability, the Vice President shall perform the duties and possess and exercise the powers of the President; and to the extent authorized by law the Vice President shall have such other powers as the Board of Directors may determine, and shall perform such other duties as may be assigned to him by the Board of Directors.

(F) Secretary. The Secretary shall have charge of such books, documents, and papers as the Board of Directors may determine and shall have custody of the Corporate Seal. He shall attend and keep the minutes of all meetings of the Board of Directors and meetings of the Membership of the organization. He shall keep a record containing the names, alphabetically arranged, of all persons who are members of the organization, showing their places of residence, and such book shall be open for inspection as prescribed by law. He may sign in the name and on behalf of the organization, any contracts or agreements authorized by the Board of Directors, and when so authorized or ordered by the Board of Directors, he may affix the Corporate Seal. He shall, in general, perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors, and shall do and perform such other duties as may be assigned to him by the Board of Directors.

(G) Treasurer. The Treasurer shall have the custody of all funds, property, and securities of the organization, subject to such regulations as may be imposed by the Board of Directors. When necessary or proper he may endorse on behalf of the organization for collection checks, notes, and other obligations, and shall deposit the same to the credit of the organization at such banks or banks or depositary as the Board of Directors may designate. He shall sign all receipts and vouchers and, together with such other officer, if any, as shall be designated by the Board of Directors, shall sign all checks of the organization and all bills of exchange and promissory notes issued by the organization, except in cases where the signing and execution thereof shall be expressly designated by the Board of Directors or by these By-Laws to some other officer or agent of the Corporation. He shall enter regularly on the books of the corporation to be kept by him for the purpose of full and accurate account of all moneys and obligations received and paid or incurred by him for or on account of the organization, and he shall exhibit such books at any reasonable time or times to any director or member upon reasonable notice at the offices of the Corporation. He shall present such books to the Board of Directors annually for audit. He shall present a financial report at each meeting of the Board of Directors and shall present a written financial report to the membership at each annual Membership Meeting. He shall, in general, perform all the duties incident to the office of Treasurer, subject to the control of the Board of Directors.

(H) Any officer may be removed from office by the vote of two-thirds (2/3) of all the directors at any regular or special meeting of the Board of Directors called for that purpose, for nonfeasance, malfeasance, or misfeasance, for conduct detrimental of the interests of the organization, or for refusal to render reasonable assistance in carrying out its purposes. Any officer proposed to be removed shall be entitled to at least ten (10) days notice in writing of the specific charges and of the meeting of the Board of Directors at which such removal is to be voted upon, and shall be entitled to appear before and be heard by the Board of Directors at such meeting.

Section 3.  CONTRACTS AND SERVICES:

The directors and officers of the corporation may not be interested directly or indirectly in any contract relating to or incidental to the operations conducted by the organization. No person or other entity dealing with the directors or officers shall be obligated to inquire into the authority of the directors and officers to enter into and consummate any contract, transaction, or other action.

Section 4. DUTIES:

The Board of Directors shall present at the annual Membership Meeting a report, verified by the President and Treasurer or by a majority of the directors, showing in appropriate detail the following:

a. The assets and liabilities of the corporation as of the end of the fiscal year immediately preceding the annual meeting, which shall be not more than four months prior to such meeting;

b. The principal changes in assets and liabilities during the year immediately preceding the date of the report;

c. The revenue or receipts of the corporation both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report;

d. The expenses or disbursements of the corporation, for both general and restricted purposes, during the year immediately preceding the date of the report;

e. The number of active members of the organization as of the date of the report, and the number of active members as of the end of the year immediately preceding the date of the report, and a statement of the place where the names and addresses of the current members may be found.

The annual report of the directors shall be filed with the records of the corporation and an abstract thereof entered in the minutes of the proceedings of the annual Membership Meeting.

ARTICLE V - MEETINGS AND ELECTIONS

Section 1. MEMBERSHIP MEETINGS:

(A) The annual Membership Meeting shall be held at such place as the Board of Directors may determine, on a day and date to be determined by the Board of Directors in January of each year, for the purpose of electing directors, and for the transaction of such other business as may properly come before the meeting.

(B) Special meetings of the members, other than those regulated by statute, may be called at any time by the President or by majority vote of the Board of Directors, and must be called by the President or Secretary upon receipt of the written request of not less than fifty (50) of the members of the organization. Only those items of business set forth in the notice of the special meeting shall be discussed or acted upon at such meeting.

(C) Notice of any annual or special meeting, stating the time, place, and purpose or purposes thereof, shall be served personally or by mail or notice in organization newsletter upon each member not less than fifteen (15) days nor more than thirty five (35) days before such meeting, and, if mailed, such notice shall be directed to each member at his address as it appears on the books or records of the organization, unless he shall have filed with the Secretary of the corporation a written request that notices intended for him be mailed to some other address, in which case notices shall be mailed to the address designated in such request.

(D) At any annual or special Membership Meeting of the organization, the presence of a majority of the Board of Directors, plus at least twenty (20) Active Annual and/or Honorary Life members, shall be necessary to constitute a quorum for all purposes except as otherwise provided by law, and the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the full membership except as may be otherwise specifically provided by statute or these By-Laws. In the absence of a quorum, or when a quorum is present, a meeting may be adjourned from time to time by vote of a majority of the members present without notice other by announcement at the meeting and without further notice to any absent member. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2. BOARD OF DIRECTORS MEETINGS:

(A) Immediately after each annual election, the new Board of Directors may meet forthwith at a place designated by them for the purpose of organization, the election of officers, and the transaction of other business; and, if a quorum of the directors be then present, no prior notice of such meeting shall be required to be given. The time and place of such first meeting may, however, be fixed by written consent of all the directors.

(B) Special meetings of the Board of Directors may be called by the President and must be called by the President upon the written request of any member of the Board of Directors. Regular meetings must be called at least quarterly during the year for the transaction of such business and for such purposes as shall be determined by the President and other officers of the corporation. At all meetings of the Board of Directors, the President or Vice President, or in their absence a chairman chosen by the directors present, shall preside.

(C) Notice of all meetings of the Board of Directors, except as herein otherwise provided, shall be given by delivering written notice at least two (2) days before the meeting to the usual business or residence address of the director, but such notice may be waived by any director. Any business may be transacted at any regular meeting of the Board of Directors. At any meeting at which every director shall be present, even though without any notice or waiver thereof, any business may be transacted.

(D) Action may be taken by the Board of Directors without a meeting if all the members of the Board consent in writing to such action. Such written consent shall be filed with the minutes of the proceedings of the Board of Directors.

(E) At all meetings of the Board of Directors, a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by these By-Laws. If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting from time to time without further notice to any absent director. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

(F) Whenever under the provisions of any law or under the provisions of the Articles of Incorporation or By-Laws of this organization, the corporation of the Board of Directors or any committee thereof is authorized to take any action after notice to the members of the organization or after the lapse of a prescribed period of time, such action may be taken without notice and without the lapse of any period of time, if at any time before or after such action be completed, such requirements be waived in writing by the person or persons entitled to such notice or entitled to participate in the action to be taken or by his attorney thereunto authorized.

Section 3. ELECTIONS:

(A) At least forty five (45) days prior to the annual Membership Meeting, the President shall constitute a Nominating Committee, consisting of at least three (3) active members, to nominate candidates to fill vacancies on the Board of Directors. At least thirty (30) days prior to the annual Membership Meeting, the Secretary shall publish, either in the organization newsletter, or mailed by separate cover, notice of the director vacancies and the slate proposed by the Nominating Committee to fill such vacancies. Additional nominations may be proposed, by written petition signed by at least twenty (20) active members, and forwarded to arrive at corporate offices not less than fifteen (15) days prior to the scheduled annual Membership Meeting.

(B) At every Membership Meeting each active member shall be entitled to vote in person or by proxy. Each member shall be entitled to one (1) vote. The vote for directors and, upon the demand of any member, the vote upon any question before the meeting, shall be by ballot. All elections shall be had and all questions decided by a majority vote of the members present, in person or by proxy, unless otherwise provided in these By-Laws. Every proxy must be signed by the member or his attorney-in-fact. No proxy shall be valid for more than eleven (11) months from the date of the proxy.

ARTICLE VI - AGENTS AND REPRESENTATIVES

The Board of Directors may appoint such agents and representatives of the corporation with such powers and to perform such acts or duties on behalf of the corporation as the Board of Directors may see fit, so far as may be consistent with these By-Laws, to the extent authorized or permitted by law.

ARTICLE VII - CONTRACTS

The Board of Directors, except as in these By-Laws otherwise provided, may authorize any officer or agent 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 a specific instance; and unless so authorized by the Board of Directors, no officer, agent, employee, or other member of the organization shall have any power or authority to bind the corporation by any contract or engagement, or to pledge its credit, or render it liable peculiarly for any purpose or to any amount.

ARTICLE VIII - FISCAL YEAR

The fiscal year of the corporation shall commence on the 1st day of January of each year and end on the 31st day of December.

ARTICLE IX - INVESTMENTS

The corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a trustee is or may hereafter be permitted by law to make or any similar restriction; provided, however, that no action shall be taken by or on behalf of the corporation if such action is a prohibited transaction or would result in the denial of the tax exemption under Section 501(c)(3) or Section 507 of the Internal Revenue Code of 1986 and its Regulations as they now exist or as they may hereafter be amended.

ARTICLE X - PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS

No member, director, officer, or employee of, or member of a committee of, 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 or expense allowance 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. All members of the organization shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs 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 to charitable or educational organizations or to foster regional, national or international amateur golf competitions which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986 and its Regulations as they now exist or as they may hereafter be amended and which organizations carry on activities the same as or similar to those of the corporation.

ARTICLE XI - EXEMPT ACTIVITIES

Notwithstanding any other provision of these By-Laws, no member, director, officer, employee, or representative of this organization shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 and its Regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as they now exist or as they hereafter be amended.

ARTICLE XII - AMENDMENTS

Section 1. BY-LAWS:

The Board of Directors shall have power to make, alter, or rescind the By-Laws of the corporation by vote of a majority of the Board at a regular or special meeting of the Board of Directors; provided, however, that notice of the proposed action shall be mailed to each active member of the organization at least ten (10) days prior to the vote. Any director or active member may propose amendments. Proposed amendments shall be submitted in writing to any member of the Board of Directors at least twenty (20) days prior to the vote.

Section 2. ARTICLES OF INCORPORATION:

The Articles of Incorporation may be amended in the manner provided by law.