Western Golf Alliance Charter and Bylaws
Article I - NAME AND LOCATION
The name of this golf club shall be the Western Golf Alliance. It is a golf club without real estate, and its location will be defined by the Board of Directors from time to time.
Article II - PURPOSE
FIRST: To stimulate interest in golf by bringing together a group of golfers desirous of forming a golfing organization.
SECOND: To promote and foster among the members a closer bond and fraternity for their joint and mutual benefit.
THIRD: To promote and conserve the best interests and true spirit of the game of golf as embodied in its ancient and honorable traditions.
FOURTH: To provide an authoritative body to govern and conduct club competitions.
FIFTH: To encourage conformance to the USGA Rules of Golf by creating a representative authority.
SIXTH: To maintain a uniform system of handicapping as set forth in the USGA Handicap System and issue Handicap Indexes to the members.
Article III - MEMBERSHIP
Section 3-1, Membership Standards. Membership shall be available to all men 18 years of age or older. Junior membership shall be available to young men 14-18 years of age upon the endorsement of a blood relative who is a member. Memberships in the Club are individual and non-transferable.
Section 3-2, Number of Members. There shall be a least 10 members, with a maximum membership of 1,800. Membership will be limited to 200 members per region (see Article V).
Section 3-3, Membership Period. Memberships in the Club are for a period of two years. Memberships begin on October 1 of all even numbered years, and expire on September 30 of all even numbered years. Memberships are renewed automatically for all members who participated in the most recent Western Golf Alliance Open, and upon request for all members who were unable to participate.
Section 3-4, Member Expectations. As defined by the USGA, Club members in good standing are those with a reasonable and regular opportunity to play golf together, who return scores for posting for at least three rounds played with other members per year, who participate in at least one Club tournament/event annually, and who are current with dues.
Section 3-5, Membership Application and Election. An individual becomes a candidate for membership by completing a membership application, and having that application sponsored by a member in good standing. Candidates will be interviewed by one member who is not the sponsoring member, and that interviewer will decide if they endorse the candidate. Sponsored and endorsed candidates immediately become probationary members, receiving all benefits of membership, and will be expected to conform with Club policies. Probationary members are confirmed into membership at the next biennial club meeting, by attending the meeting and participating in the subsequent Western Golf Alliance Open, as set forth in Article VI.
Section 3-6, Honorary Membership. The Board of Directors may confer honorary memberships upon those whom they feel have contributed to the advancement of golf or the advancement of the Western Golf Alliance. The unanimous affirmative vote of the Board shall be required to approve such action. Honorary membership is a lifetime appointment. Honorary members are not required to actively participate in the Club and do not have a vote or voice in the operation of the Club, but may participate in any and all activities and tournaments at their discretion.
Section 3-7, Member Resignation. A Club member may resign at any time by submitting a letter of resignation to the Membership Committee. The member may designate an effective date for the resignation, or if no such date is designated the resignation will be effective immediately.
Section 3-8, Membership Revocation. In the event that a member of the Club shall commit any act which reflects discredit or disrepute thereon or shall refuse or neglect to comply with the rules and regulations adopted by the Board of Directors or the duly appointed officers, such member shall be subject to suspension or expulsion after ten days written notice and the right to be heard by the Board of Directors, by an affirmative vote of four (4) Directors at any regular or special meeting called for such purpose.
Section 3-9, Limits in Member Rights. The Club is a golf club without real estate. Membership confers no voice in the operation of any golf course, clubhouse, nor any facilities of such courses. Likewise, membership confers no special privileges in connection with any golf course, except as may be otherwise separately negotiated and communicated by the Club.
Section 3-10, Membership Fees. All membership fees and dues shall be established by the Board of Directors from time to time in such amounts as they deem to be adequate to operate and maintain the Club. Members shall be liable for dues until their written resignation has been received and accepted. All monies collected shall accrue to the benefit of the membership.
Article IV - CLUB DIRECTORS AND OFFICERS
Section 4-1, Board of Directors. The Board of Directors shall consist of six members of the Western Golf Alliance. Three Directors shall be designated as Founding Directors. Three Directors shall be elected by the membership and designated Elected Directors. There is no differentiation in the authority and responsibilities of Elected Directors and Founding Directors.
Section 4-2, Director Terms of Service. The term of service for an Elected Director shall be six (6) years. The term of service for a Founding Director will not expire, but can only be terminated by the death or resignation of the Director, or by the means for removing a Director under Section 4-7. Elected Director positions will expire on a rotational basis, so that every two years only one Director position shall be elected.
Section 4-3, Director Qualifications. Directors shall be Club members in good standing, who have maintained their membership and complied with all terms of membership. Directors must be in attendance at the biennial meeting at which they are elected, and shall also not miss two biennial meetings in succession. At no time can more than three Directors reside in the same geographic region (as defined in Article V).
Section 4-4, Explicit Director Authority. Directors shall exercise all powers of management of the Club not specifically excepted by these Bylaws, and not granted to Club officers by these Bylaws. Any three Directors have the authority to enter into agreements on behalf of the Club, while any one Director has the authority to sign such contracts/agreements that have been agreed upon. Only Directors have the authority to legally commit the Club to any agreement.
Section 4-5, Board Nomination Procedures. At least 15 minutes prior to the biennial meeting of the Club, the Board of Directors shall appoint a Nominating Committee consisting of two members of the Club. Upon conferring, the Nominating Committee shall submit to the Club a list of not less than one and not more than three nominees to fill any vacancies. Members of the Nominating Committee are not eligible for nomination. Names of other members in good standing may be nominated by petition signed by at least two members and submitted to the Board at the biennial meeting. The list of all candidates nominated shall be announced to all members at the initiation of the biennial meeting.
Section 4-6, Board Election Procedures. The Board shall appoint one member of the Nominating Committee as the Sergeant-at-Arms. Voting shall be by ballot with every member present in person or by proxy voting for one individual, and the Sergeant-at-Arms counting the ballots. The individual receiving the greatest number of votes cast shall be declared to be elected, and the Nominating Committee will certify the results. Upon certification, the Nominating Committee will be disbanded.
Section 4-7, Director Removal. A Director is considered to have resigned from the Board if they fail to maintain their qualification for being a Director. A Director may be removed from office for any reason, by a vote of four (4) other Directors. A Director may resign from the Board by a written letter of resignation, which must include the effective date of the resignation.
Section 4-8, Board Vacancies. In the case of any vacancy through death, resignation, disqualification, removal, or other cause, the remaining Directors may elect a successor by a majority vote of three (3) of the remaining Directors, to hold office for the unexpired term of the Director whose place is vacant.
Section 4-9, Board Meetings. The Board of Directors shall meet at such times and places as they may select, and a number of Directors greater than 51 percent of the current sitting Board shall constitute a quorum at any meeting. The moderator of Board meetings shall be the oldest Founding Director in attendance. When necessary, meetings may be held by electronic means, including conference call, online chat, or e-mail.
Section 4-10, Club Officers. The officers of the Club shall consist of President, Vice President, Secretary, and Treasurer.
Section 4-11, Officer Appointment, Term and Qualifications. Within 15 days following the biennial meeting and election, the Board of Directors shall meet and appoint the officers. The term of service for a Club officer is two (2) years, consistent with the fiscal calendar of the Club defined in Article VI. Officers must be members in good standing. Directors may be appointed as officers.
Section 4-12, Officer Duties. The duties of officers shall be such as their titles would indicate or such as may be assigned to them respectively from time to time. Specific duties for the officers are as follows:
Section 4-12-1, The President. The duties of the President will be: Preside over the biennial Club meeting and all other Club meetings; Appoint committee chairmen; Represent the Club at all public events and to the media/press; Function as the Club liaison to the USGA and other governing bodies.
Section 4-12-2, The Vice President. The duties of the Vice President will be: Moderate the new member process as chair of the Membership Committee; Serve as vice-chair and ex-officio member of all other committees; In the absence of the President, preside over the biennial Club meeting and other Club meetings.
Section 4-12-3, The Secretary. The duties of the Secretary will be: Record official minutes for the biennial meeting; Perform all official correspondence of the Club including public announcements and press releases; Manage and coordinate all internal Club communications.
Section 4-12-4, The Treasurer. The duties of the Treasurer will be: Manage the collection of dues; Manage and approve the expenditure of all Club funds; Provide an accounting of Club finances to the Board of Directors annually and when requested by the Board.
Article V - REGIONAL ORGANIZATION AND STRUCTURE
Section 5-1, Regional Structure. To support regional activities and communication, the Club defines the following geographic regions:
Region A: Southern California (Imperial, Kern, Los Angeles, Orange, Riverside, San Bernardino, San Diego, San Louis Obispo, Santa Barbara, and Ventura Counties)
Region B: California Sierras (all areas of California not in Regions A or C, plus Douglas, Carson City, and Washoe Counties NV)
Region C: Sequoia Dunes (the area within 20 miles of the Pacific coast, beginning at the southern boundary of Monterrey County CA, extending north to Florence OR)
Region D: Other Oregon (all areas of Oregon not in Regions C or E)
Region E: Emerald Portlandia (The "I-5 Coridor" area - within 30 miles of I-5, I-205, and I-405 - beginning 30 miles south of Portland OR, and ending 25 miles north of Seattle WA)
Region F: Evergreen State (all areas of Washington not in Region E)
Region G: Arizona Unlimited (all of Arizona)
Region H: Greater Las Vegas (Clark County, Nevada)
Region I: Directors' Choice (any collection of golf destinations/properties/courses west of 109.02 W Longitude ("four corners") as decided by the Board of Directors from time to time)
Section 5-2, Regional Management. Every region will have a Regional Governor. Regional Governors are responsible for managing activities that support the purposes of the Club as established in Article II, representing the Club within the local area, and creating and administering an organization that fulfills the needs and requirements of the membership within the region.
Section 5-3, Regional Governor Appointment, Term and Qualifications. Regional Governors are appointed by plurality decision of the Board of Directors. Regional Governors are appointed for a term of two (2) years, and an individual may be appointed to subsequent/successive terms at the discretion of the Board. A Regional Governor must be a member in good standing. The Regional Governor is not required to reside within their region, but must have the ability to regularly participate in golf events within the region with other members, and to fulfill the obligations of the office as outlined in the Bylaws.
Section 5-4, Regional Governor Removal. A Regional Governor may resign by submitting a letter of resignation to the Board, which must include an effective date. A Regional Governor may be recalled and replaced by a plurality decision of the Board of Directors.
Section 5-5, Regional Responsibilities. Every region is responsible for upholding the policies, practices, rules, and Bylaws of the Club. In compliance with both these Bylaws and the USGA guidelines for golf clubs, at a minimum every region must perform two activities:
a) Hold an Annual Regional Tournament
b) Hold at least one annual regional meeting, banquet, or social event
Section 5-6, Regional Administration. The Regional Governor appoints Regional Coordinators to manage the related activities within the region. A Regional Governor may also be a Regional Coordinator. Regional Coordinators serve at the pleasure and discretion of the Regional Governor. The regional administrative structure will be respected by Club Directors and Officers, will be acknowledged and recognized by the applicable Club committees, and will be leveraged to support Club activities, oversight, and correspondence.
Section 5-7, Regional Coordinator Organization. The regional organization will be as follows, with any Regional Coordinator position that is not appointed/filled assumed to be filled by the Regional Governor:
a) A Regional Coordinator for Golf Tournaments, who sits on the Competition Committee
b) A Regional Coordinator for Handicap Administration, who sits on the Handicap Committee
c) A Regional Coordinator for Membership Coordination, who sits on the Membership Committee
d) A Regional Coordinator for Communications, in cooperation with the Secretary
e) A Regional Coordinator for Finances, in cooperation with the Treasurer
Section 5-8, Regional Coordinator Responsibilities. Regional Coordinators are responsible for managing such activities as their position would imply, or that may be assigned to them from time to time by Club officers or committee chairpersons. Specifically, two functions must be supported by a Regional Coordinator:
a) Regional Tournaments - In cooperation with the Competition Committee, the Regional Coordinator for Golf Tournaments arranges, plans, organizes, schedules, and conducts golf tournaments, including Annual Regional Tournaments and WGA Open regional qualifying tournaments.
b) Regional Handicap Administration - In support of the Handicap Committee, the Regional Coordinator for Handicap Administration enforces local compliance with the Club handicap system.
Section 5-9, Interregional Policies. No region may establish any rule or policy, be it written or implied, that restricts, prohibits, or in any way limits the rights of Club members outside that region, establishes benefits that are explicitly exclusive of members outside that region, or inhibits interaction between regions. All Club members receive full benefit of their membership equally within all regions, regardless of their region of residence.
Section 5-10, Regional Rules and Bylaws. No region may establish local bylaws. No region may establish local rules or policies, written or implied, that contradict or countermand the rules and Bylaws of the Club.
Article VI - CLUB OPERATIONS AND EVENTS
Section 6-1, Fiscal Calendar. The fiscal calendar for the Club will be biennial, from October 1 of each even numbered year, through September 30 of the subsequent even numbered year.
Section 6-2, Club Committees. The Club shall have committees to oversee specific activities. Such committees will stand for a period of two (2) years, commencing on October 1 of every even numbered year, except the Nominating Committee. The Board of Directors shall authorize and define the powers and duties of all committees. Except as modified by these Bylaws, all appointed committees shall function as recommended in the USGA Golf Committee Manual.
Section 6-3, Committee Management and Structure. Committees will be comprised of a chairperson, and one (1) representative from each region. All committee chairpersons will be Club members in good standing. Except the Nominating and Membership Committees, the chairperson of all committees shall be appointed by the President. The Vice President will be the vice-chairperson and ex-officio member of all committees except the Nominating Committee.
Section 6-4, Standing Committees. Standing committees are as defined herein. Standing committees shall be appointed for each biennial period, as well as such other committees as the President may deem necessary or advisable.
Section 6-4-1, The Competition Committee. The Competition Committee has the following responsibilities: To arrange, plan, organize, schedule with the management of any golf course as necessary, and conduct the biennial Club meeting and the biennial Western Golf Alliance Open; To approve, sanction, and oversee all other regional golf tournaments.
Section 6-4-2, The Handicap Committee. The Handicap Committee has the following responsibilities: To establish a fair and proper system of handicaps in accordance with procedures set forth in the USGA Handicap System Manual; To administer the handicap program; To establish and communicate player handicaps for the Western Golf Alliance Open and other Club golf tournaments.
Section 6-4-3, The Membership Committee. The Membership Committee has the following responsibilities: To investigate and act upon all candidates for membership; To coordinate interviews and endorsement of candidates; To recommend appropriate action to the membership.
Section 6-4-4, The Nominating Committee. The Nominating Committee has the following responsibility: To nominate successor Directors as stated in Section 4-5; To certify election results. (Note - The Nominating Committee is created 15 minutes prior to the biennial meeting as stated in Section 4-5, and disbanded with the certification of the election.)
Section 6-5, Task Forces - At any time the President may form a task force to study an issue or perform a defined function of the Club. A task force shall be comprised of not less than three Club members in good standing, and as many members as is desired by the President. The President shall define both the work to be performed by the task force, and a predefined termination date for such work. Such task forces shall disband upon either the stated date or the completion of the prescribed work, whichever is earlier. All reports and recommendations from such task forces shall be delivered simultaneously to the President and to all Directors.
Section 6-6, Club Events. The Club will conduct two primary and significant biennial events - the biennial meeting, and the Western Golf Alliance Open. The conditions of these events will be as defined herein.
Section 6-6-1, Event Schedule and Timing. The biennial meeting and Western Golf Alliance Open shall be held in even numbered years in conjunction with the fiscal calendar of the club, between April 1 and October 31. The biennial meeting will occur on the day immediately preceding the beginning of the Western Golf Alliance Open. The total duration of the biennial meeting and Western Golf Alliance Open shall be no more than seven and no less than three contiguous days.
Section 6-6-2, Event Location. The general location of the biennial events is based on the location of the Western Golf Alliance Open. The location of the Open is established by the Competition Committee, and is one of the geographic regions of the Club as defined in Article V. Policies and guidelines about specific course selection criteria are established in the Club rules for play.
Section 6-6-3, Meeting Location. The specific location of the biennial meeting will be a "public house" within the vicinity of the Open, which whenever possible will be a brewpub.
Section 6-6-4, Communication. Tentative dates and location of the events will be formally announced to all members by the Club Secretary approximately one year in advance. The final date and location of the events will be formally announced to all members approximately six months in advance.
Section 6-6-5, Biennial Meeting Agenda. The primary points of business for the biennial meeting will be: (1) Call to order, welcome, and toasts; (2) A review of "The State of The Club" by the President; (3) Reception of probationary members into membership; (4) Election of Directors; (5) Discussion and agreement of rules and guidelines for the upcoming Western Golf Alliance Open; and (6) Preliminary debate of the geographic location and timing for the next biennial event.
Section 6-7, Meeting Quorum. A legal quorum at any meeting shall be 50 percent of the members present in person or by proxy, and requires that either the Club President or Vice President be present. Each active member in good standing shall be entitled to one vote in all Club matters.
Section 6-8, Other Club Meetings and Events. The Board of Directors shall provide for the holding of such other general Club meetings as may be deemed necessary or desirable, and they shall call special meetings upon written petition signed by not less than 25 percent of the membership. Other Club meetings may be held based on the policies below.
Section 6-8-1, Other Member Meetings. The Club membership may call and hold such general meetings independent of the Board of Directors, provided no changes are made to the Bylaws at such a meeting, no elections are held at such meetings, and the requirements for a quorum stated in Section 6-7 are met.
Section 6-8-2, Committee Meetings. Officers and committees may hold meetings as necessary to manage Club business, at their discretion. A quorum for any committee meeting shall be 50 percent of the committee members present in person or by proxy, and requires that either the committee chair or vice chair be present. Committee meetings may be held by electronic means, including conference call, online chat, or e-mail. At such meetings, committees may discuss and take action on business pertaining to the work of their committee.
Section 6-8-3, Regional Meetings and Events. As stated in Section 5-5, each region will hold an annual meeting and/or social event. A quorum for any regional meeting shall be 50 percent of the members of the region present in person or by proxy, and the Regional Governor or his designee be present. At such meetings, the members may discuss and take action associated with business specific to their region.
Section 6-8-4, Board Meetings. The Board may meet as defined in Section 4-9.
Article VII - EFFECTIVE DATES AND AMENDMENTS TO BYLAWS
Section 7-1, Effective Date. These Bylaws are effective on January 31, 2003.
Section 7-2, Amendments. The Board of Directors shall have the power to repeal or amend any of these Bylaws provided that such action shall not be effective until approved by a vote of the Club members at a meeting held in accordance with the provisions contained herein. Amendments require a two-thirds decision by the Board of Directors, and a majority vote of the Club membership.
Section 7-3, Amendment History. These Bylaws were amended on January 10, 2004, to expand the Club into the states of Arizona and Nevada, modify the regional governance structure, and expand the Board of Directors membership. These Bylaws were amended on January 26, 2015, to alter the regional structure to modify some boundaries and create an ad hoc region defined by the Board of Directors, and to establish a provision for junior membership. These Bylaws were amended on February 4, 2019, to expand the dates available for the biennial meeting and the Western Golf Alliance Open, to allow more flexibility to accomate regional weather issues.