By Laws

Article I – NAME

Section 1.01.The name of this golf club shall be Texas Africa Golf Association – Golf Club (abbreviated as TAGA herein.).
Section 1.01.(a). The principal office of TAGA for the transaction of club business is located in Houston, Harris County, Texas.
Section 1.01.(b). The Directors may arrange for an office location for TAGA, including rental payments, and for a Post Office Box address.

The Incorporators

Section 1.02. The three Incorporators and Board of Directors of Texas African Golf Association (TAGA) and their addresses are listed in alphabetical order:

• Mr. Paul O. Ivonye, 5150 Westheimer Bld., Suite 530, Houston, Texas 77056
• Mr. Lawrence Taylor Nordee, 3040 Post Oak Blvd., Suite 400, Houston, Texas 77056
• And Mr. Josiah Osei, 5514 Griggs Road, #1331, Houston, Texas 77021

Mission, Vision & Core Values

Mission Statement:

Section1.03.( a). TAGA will use golf promotion to generate funds that can help worthy causes make a difference in our community in particular and society in general. These will include healthcare and public policy issues peculiar to the African region such as Malaria and immigration policies that may affect the legal immigration of Africans to the United States.

Section 1.03.(b). Vision TAGA’s vision is to become the leading association for African professionals who golf and bring the benefits of the game of golf to membership.

Section 1.03. (c). Core Values TAGA exists based on three core values:

1. To provide our members with a work-life balance & a supportive environment;
2. To maintain a high-tech, learning environment focused on best practices in the game of golf;
3. To be honest in all dealings, especially difficult ones.

Section 1.04. Duration Texas Africa Golf Association shall have a perpetual duration.

Section 1.05: Policies and Procedures are appended to these By Laws including.

1. Board of Directors Commitment Form
2. Conflict of Interest Policy
3. Whistleblower Policy
4. Accounting and financial policies
5. Meeting process
6. Election Procedures
7. Any other policies and procedures that may become necessary for the Board of Directors to implement for smooth operation of the club and to comply with any future legislations by the state of Texas or The United States Government governing non profit organizations.

Article II – PURPOSE

Section 2.01. To stimulate interest in golf at TAGA by bringing together a group of golfing African immigrants and their descendants’ living in the Greater Houston area desirous of forming a golfing association.

Section 2.01.(a). To promote and foster among the membership a closer bond and fraternity for their joint and mutual benefit, and to promote and conserve the best interests and true spirit of the game of golf as embodied in its ancient and honorable traditions.

Section 2.01(b). To encourage conformance to the USGA Rules of Golf and good sportsmanship by creating a representative authority. Section 2.01.(c.). To maintain a uniform system of handicapping as set forth in the USGA Handicap System and issue USGA Handicap Indexes to the members. Section 2.01.(d). To provide an authoritative body to govern and conduct club competitions.

PRIMARY ACTIVITIES

Section 2.02. Golf clinics: As part of community outreach programs, TAGA shall organize teaching clinics for its members by hiring golf teaching professionals to stage a clinic for the acquisition and improvement of golf skills.

Section 2.02.(a.). Kitties and Tournaments: To foster participation in golf tournaments for both recreational and trophy competition purposes on a monthly basis minimally.

Section 2.02.(b). Amateur Competitions: To encourage and develop further the golfing capabilities of members who are advanced players; also to increase public and individual awareness of golf as a legitimate and healthy competitive sport.

Section 2.02.(c.). Tours: TAGA and its members may participate in amateur tours that are sanctioned by local, state and United States Golf Associations.

Section 2.02.(d.). Weekly Outings: To encourage the public and individual members to participate in weekly outings to benefit health and golf skills

Section 2.02.(e). International Competition: For intermediate and advanced players to represent the club and participate in international competitions. TAGA may also participate in such other international amateur tours that may contribute to the achievement of its goals.

Section 2.02.(f). Programs: To foster appropriate introduction and inclusion of youth to all types of programs and activities that TAGA offers including as advocates for education, public health and immigration policies that may impact its members or the African continent. These goals include the positive participation of youth in community activities. Methods to include fostering joint ventures and collaborations between community groups, service organizations, businesses and local youth, by providing integrated programs that combine hands-on clinics, mentoring relationships with local professionals and leadership development workshops.

Evaluation and Accomplishment

Section 2.03. TAGA will accomplish our mission stated goals by complying with applicable state and federal regulations such as the Internal Revenue Code via Form 990; adhering to FASB 116 and 117 standards of accounting and recordkeeping for non profit organizations; and implementing effective and efficient management and internal control policies in addition to these bylaws.

Additionally, Success can be determined by the achievement of milestone goals that TAGA programs set out to accomplish.

Article III – MEMBERSHIP

Section 3.01. Membership shall be available to all (men/women) 18 years of age or older. There shall be a least 10 members with a maximum membership of (300).

Section 3.01.(a). Memberships in the club are individual and non-transferable

Section 3.01.(b). Only golfers with a reasonable and regular opportunity to play golf with fellow members and who can personally return scores for posting may be members and receive USGA Handicap Indexes from the club.

Section 3.01.(c). Membership confers no voice in the operation of any golf courses, club houses nor any facilities of the courses at the present time.

Section 3.01.(d). Membership confers no special privileges in connection with any golf course.

Section 3.01.(e). Memberships in the club are for a calendar year only, with all non legacy memberships expiring on (December 31st).

Section 3.01.(f). Effective from the date of adoption of these By-Laws each candidate for membership shall be proposed and seconded by two active members in good standing. The Board of Directors shall act upon each proposal by vote and two negative votes shall disqualify any membership candidate.

Section 3.01.(g). The Board of Directors may confer honorary memberships upon those whom they feel have contributed to the advancement of golf and advancement of TAGA stated mission. The unanimous affirmative vote of the Board shall be required to approve such action.

Section 3.01.(h). In the event that any member of the club is convicted in a Court of Law for committing any criminal act, in violation of the Laws of the State of Texas or the United States, which reflects discredit or disrepute thereon or shall refuse or neglect to comply with the rules and regulations adopted by TAGA in these By-Laws, such member shall be subject to suspension and/or expulsion after (ten days) written notice and the right to be heard, by a vote of two-thirds of the Board of Directors at any regular meeting or special meeting called for such purpose.

Section 3.01.(i). 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 – Management and Governance

BOARD OF DIRECTORS

Section 4.01 The governing body of Texas Africa Golf Association shall be the Board of Directors. TAGA Board of Directors shall consist of at least the three (3) incorporators (the permanent Directors) but not more than Seven (7) additional at least one of whom shall be an independent director – term limited members in good standing. The Board shall exercise all powers of management of the club not specifically excepted by these By-Laws.

Section 4.02 At least five weeks prior to the Annual Meeting, the TAGA Board of Directors shall appoint a nominating committee consisting of three (3) regular members of the organization. At least four weeks prior to the Annual Meeting, this committee shall submit to the Board and shall post upon the club bulletin board (electronic and paper) a list of nominees to fill any vacancies for the term of office beginning on the day of the meeting.

Names of other members in good standing may be nominated by petition signed by a least (ten) members and submitted to the Board at least two weeks prior to the Annual Meeting. At least one week prior to the Annual Meeting, a list of all candidates nominated shall be mailed to each member at their last known address (e-mail address shall suffice) and a copy of such list shall be posted on the club bulletin board.

Section 4.03 Voting shall be by written ballot and those names receiving the greatest number of votes cast shall be declared to be elected. The Board shall appoint a committee of three judges who are not members of the Board or candidates for election to supervise the election during the day of the election.

Section 4.04 The Board of Directors shall meet at two times a year and at the places as they may select and a simple majority of the Board (50% plus 1) shall constitute a quorum at any meeting.

Section 4.05 In the case of any vacancy due to death, resignation, disqualification or other reasonable cause, the remaining directors may elect a successor by majority vote in good faith, to hold office for the unexpired term of the director whose place shall be vacant, and until the election of his successor.

Section 4.06 Only the three incorporators may serve in dual roles as both directors and officers at the same time.

Section 4.07 TAGA Board of Directors shall have an Executive Committee consisting of a Chair (if The TAGA Captain is not a member of the Board) , Secretary of the Board (if The General Secretary is not a member of the Board) and The Compliance Officer. The Compliance Officer of the Board shall not hold any other office within TAGA in order to maintain objectivity.

Article V – OFFICERS and Committees

Section 5.01 Within (ten days) after the annual meeting and election, the Board of Directors shall meet and elect the Board officers that may be needed.

Section 5.02 The Texas Africa Golfers Association officers shall consist of Captain, vice-Captain, Secretary General, Membership Director, Financial Secretary and Treasurer, and their duties shall be such as their titles would indicate or such as may be assigned to them respectively from time to time. The duties of the Officers are outlined in the Officer duties.

Section 5.03 The Board of Directors shall authorize and define the powers and duties of all committees that are not named in these By Laws.

Section 5.03 The Election Process is outlined in an appendix to these By Laws.

COMMITTEES

All committees shall be chaired by either a member of the Board of Directors or an Officer. TAGA Captain shall be an ex-officio member of all committees except the election nominating committee. The Chairs of the Committees have oversight and have to provide needed leadership to accomplish committee assignments.

Section 5.04. The Standing (Permanent) Committees of TAGA shall have at least three members. The TAGA Standing Committees are:

Section 5.04.(a.). The Annual TAGA International Golf Classic Committee: is empowered to arrange all events for special multi day occasions competitive golf event that to raise funds for TAGA to put or collaborate with other organizations on an annual basis.

Section 5.04.(b.). Handicap Committee composed primarily of members with the responsibility to establish a fair and proper system of handicaps in accordance with procedures set forth in the USGA Handicap System Manual and conduct (oversee) the playing of all intra-club and inter-club competitions.

Additionally, The Handicap Committee is empowered to assign a Handicap index to a member who does to enter his or her scores into the common scorecard entry system based on observation of skill level of said player.

Section 5.04.(c.). Membership Committee is empowered to investigate and act upon all applications for membership and to recommend appropriate action to the Board of Directors.

Section 5.04.(d.). Tournament Committee shall arrange the monthly location and calendar schedule with the management of any golf course or resorts as necessary for TAGA monthly and quarterly kitties.

Section 5.04.(e.). Executive Committee: The Executive Committee shall consist of the Board of Directors and Officers of Texas Africa Golfers Association.

Ad Hoc Committees

Section 5.05 If it becomes necessary, TAGA Executive may appoint a temporary committee assigned to look into a specific matter or project and report its findings back to the Board of Directors. Any such Ad Hoc committees will be disbanded upon completion of their work and report to the General membership By the Board of Directors as to the disposition of the project.

Duties of Officers and Committee Chairs

Article VI
Rules of Play in Official TAGA Competition

Section 6.01:The USGA Rules of Golf shall govern all TAGA competitions. Accordingly, each competitor must be accorded consideration, fair play and spirit of good sportsmanship without disruption or interference in each club sanctioned competitive event. Violations of these rules shall result in the imposition of the appropriate penalties that golf competitions allow.

Section 6.02:In addition to the USGA Rules of Golf, no competitor and/or their guests may interfere with or disrupt the play of other competitors in the same grouping by distracting comments or use of any electronic devices (including cellular telephones). All electronic devices must be either turned off or put on vibration mode during play.

Section 6.02.(a): The first incident of violation of section 2 of this article shall result in a one stroke penalty.

Section 6.02.(b):A second violation in the same competition shall result in a two stroke penalty and a one hundred US Dollar ($100.00) fine.

Section 6.02.(c):A third violation of the provisions of section two of this article shall result in Disqualification from that event and an additional Two Hundred and fifty US Dollars (250.00) fine .

Section 6.02.(d):Two Disqualifications as a result of violation of section 2 of this article shall result in suspension from Texas Africa Golfers Association events for One year (consecutive 12 months).

Section 6.03:Consumption of Alcoholic Beverages during a TAGA competitive event is specifically prohibited during play. Each competitor must not violate the provisions of this section of this article. Should there be violations then the penalty provisions of Article VI Section 2 Subsections (the preceding a – d) shall apply to the relevant incidences of violation.

Article VII – Dues and Fees

The Board of Directors shall have the powers to increase these fees and/or dues.

Section 7.01 Registration Fee: To become a member of Texas Africa Golf Association, a membership application fee of $50.00 must be paid along with a completed membership application form.

Section 7.02 Annual Dues: The annual membership dues of $250.00 (two hundred and fifty US Dollars) must be paid by the end of the first quarter of each calendar year or by the end of 90 days for those who join during the middle of the year, to be in good standing.

Section 7.03 Kitty Fees: Each TAGA sanctioned event must be paid. The monthly kitty fee is $10.00 per player and the quarterly (Major) fees is $20.00. These fees are used by the Handicap and Tournament Committees to buy trophies of recognition for players coming in 1st, 2nd and 3rd.

Section 7.04 Donations:

Article VIII – Meetings

The annual meeting of the Texas Africa Golf Association (TAGA) shall be held on the First Friday in the Month of December. The Board of Directors shall provide for the holding of such other meetings as may be deemed necessary or desirable and they shall call special meetings upon written petition signed by not less than 10%(ten percent) of the active membership.

Section 8.01. A legal quorum at any TAGA General Meeting shall be The presence of the Presiding Officer and the General Secretary and any three registered and due paid members present in person or by proxy. Each active member in good standing shall be entitled to one vote only on any given matter before the house.

Section 8.01.(b). A legal quorum for any Committee Meeting is the presence of the Chair or the Chair’s proxy (usually the Vice Chair), the Committee Secretary and any other member of said committee.

Section 8.01.(c). A legal quorum for the Board of Directors Meeting is the Presence of a simple majority of the Board Members including the Chair and The General Secretary if he is also a member of the Board. Where the General Secretary is not a member of the Board, The Board of Directors shall elect its own Secretary of the Board to record the proceedings of the Board Meeting.

Types of Meetings

Section 8. 02.(a). Executive Committee Meetings The Executive Committee of TAGA (which includes the Board of Directors and Officers must meet regular before each TAGA General Meeting.

Section 8. 02.(b). Committee Meetings Each Committee must meet regularly enough to resolve any tasks and assignments that such committee may have been given. The Committee shall prepare and present its report to the Board of Directors. It is part of the Board function to cause the Committee to present its report to the general membership at a general meeting.

Section 8.02.(c). General Meetings TAGA shall have monthly general meetings. The structure of the meetings must include an Agenda of items to be discussed. Minutes of the General Meetings must be published by the General Secretary before the scheduled General Meeting.

Section 8.02.(d). Emergency General Meetings TAGA may have to call Emergency General Meetings to handle the business affairs of the Club. Such Emergency General Meetings shall follow the same process as regularly scheduled general meetings.

Section 8.02.(e). TAGA Annual Meetings Texas Africa Golf Association shall hold an Annual Meeting the first Friday of December.

Section 8.06. Board of Directors Meetings The Board of Directors shall meet at least Semi-annually to review the organization progress and accomplishment of goals set out for the year. The Board of Directors Shall also meet before the Annual Meeting of TAGA to help formulate the agenda for the following year.

Article IX – Banking and Finance

The fiscal year for the club will be January 1st through December 31st.

Section 9.01 Banking TAGA shall hold its operating and other accounts in a regular commercial Bank or Savings and Loan Association that is regulated under the United States Banking Laws.

Section 9.01 Financial Control and Reporting The Financial Secretary shall collect all monies (except for the Kitty Fees) on behalf of TAGA and record these in the books of the club. The Financial Secretary has two days, 24 hours to turn over these funds to the Treasurer. The Treasurer shall deposit these funds in the TAGA accounts no later than three days (72 hours) or the following business day in case of holidays. Financial control and reporting procedures are appended.

Section 9.02 Banking TAGA shall hold its operating and other accounts in a regular commercial Bank or Savings and Loan Association that is regulated under the United States Banking Laws.

Section 9.03 Signatories to the Bank Accounts The Primary signatories to the Bank Accounts shall be: The Financial Secretary and the Treasurer. The 1st alternate signatory is the Captain. The 2nd alternate signatory is the General Secretary. In cases of emergency the Vice Captain shall be a proxy for others.

Section 9.04 Fundraising In order to achieve its mission, visions and goals, Texas Africa Golfers Association shall utilize all legal avenues available to non profit organizations to raise funds to accomplish its program goals. These include but are not limited to special fund raising events, grant applications and dues.

Section 9.05 Annual Filings Texas Africa Golfers Association shall comply with applicable laws in required periodic filings and reports governing organizations of this type including Annual Filings.

Article X
AMENDMENTS TO BY-LAWS

Section 10.01. The Board of Directors shall have the power to repeal or amend any of these By-Laws provided that such action shall not be effective until approved by a majority vote of the currently qualified (at the time of such amendment) general members of Texas Africa Golf Association at a General meeting held in accordance with the provisions contained herein.

Section 10.02. A written proposal must be submitted stipulating which article, section of the article and relevant subsection is to be amended by the proponent in good faith to the Board of Directors. The Board of Directors shall include such proposal in a Board Meeting Agenda. If the amendment is deemed to be in good faith and will enhance the progress of TAGA mission and programs, the Board is to approve the submission of said proposal to the general membership for a vote. A simple majority of yes votes in favor of the amendment shall be required to amend any provisions in these By Laws.

Section 10.03. The power to make policies and procedures in addition to these By Laws is vested in Board of Directors.

Article XI – DISOLUTION

Section 11.01. If it becomes necessary to dissolve Texas Africa Golf Association, such dissolution must be done in accordance to the laws of the state of Texas governing Not-for-profit organizations.

ARTICLE XII – ADOPTION

Section 12.01. The Articles and the provisions contained herein were adopted by the General Membership of The Texas Africa Golf Association (TAGA) at a General Meeting held on _______________________________________________, 2009 as our By-Laws. The Members of the Board of Directors hereby affirm this adoption by affixing their respective signatures and date below.

Appendices
Policies and Procedures

The following policies and procedures are appended to the By Laws of the Texas Africa Golfers Association