ARTICLE IV     CODE OF ETHICS
 
SECTION 1.
 (a) Professional Golfers of the Association must carry a pledge of honor, integrity, service and fidelity to the game of golf.  This pledge includes a responsibility to employers and employees, the entire golf community, and especially to brother professionals that transcends thought of material gain.
 (b) In the fulfillment of the purpose to which it is dedicated, the Association enjoins upon its membership rigid observance of this Code of Ethics.
 
 
ARTICLE V      ORGANIZATION
 
SECTION 1.        OFFICERS
 (a) There shall be five (5) elected Officers of the Association.  The Officers shall be the President, Secretary, Treasurer, First Vice President and Second Vice President.  These officers shall serve a term and have powers and duties as specified in the By-Laws.
 
SECTION 2.        BOARD OF DIRECTORS
(a) The Board of Directors shall be composed of the five Officers and ten other Class “A” active members elected at the Annual Meeting.
 (b)  The Board of Directors shall be responsible for the management of the affairs of the Association consistent with the purposes set forth herein, and the Constitution and By-Laws of this Association and the Constitution and By-Laws of the Professional Golfers’ Association of America.  Between Annual Meetings the Board of Directors shall have full authority in all  matters, including the power to interpret the Constitution and By-Laws and give direction in cases not provided therein.
 
SECTION 3.        NOMINATING COMMITTEE
(a) The Nominating Committee shall consist of seven (7) members of the Association elected at the Annual Meeting.  These members shall serve a term and shall have duties and responsibilities as set forth in the By-Laws.
(b) The Nominating Committee shall have the duty of presenting to the membership, prior to the Annual Meeting, a slate of Officers, a slate of Directors, and a slate of four (4) candidates for the Nominating Committee for election at the Annual Meeting for the succeeding term.
 (c) No member of the Association, while a member of the Nominating Committee shall be eligible to serve in a Sectional elective office, except as Chairman of the Nominating Committee.
     
 SECTION 4.       INDEMNIFICATION
  1. The Association shall indemnify every person who was or is party or was or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he was or is a Director, Officer, employee or agent of the Association against expenses (including counsel fees and costs), judgements, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the full extent permitted by applicable law.
SECTION 5.        RULES OF ORDER
(a) Meetings of the Association shall be conducted by the Rules contained in Roberts’ Rules of Order where they are not inconsistent with the Constitution and By-Laws of the Association.
 
 
ARTICLE VI     MEETINGS
 
SECTION 1.        ANNUAL MEETING
(a) The Annual Meeting of the Association shall be held at a time designated by the Board.
(b) At the Annual Meeting or a Special Meeting, all members of the Professional Golfers Association of America shall have the right to vote except for those classified Inactive or Class  F.
(c) Seventy five members of the Association eligible to vote constitute a quorum at an Annual or Special Meeting.
 
SECTION 2.        SPECIAL MEETINGS
 (a) Special Meetings may be called at any time by the order of the President or by four members of the Board of Directors.  Thirty members of the Association may request a Special Meeting with or without the consent of the Officers, by submitting a written request over their own signatures to the Secretary of the Association.  The call for a Special Meeting shall set forth the purpose of the meeting, and a notice thereof shall be mailed by the Secretary to each member fifteen days prior to the time of such meeting, and no business, other than specified in the request and notice shall be transacted.

ARTICLE VII    AMENDMENTS
 
SECTION 1.
(a) The Constitution may be amended in the following manner:
      Amendments may be proposed by the Board of Directors or by at least twenty-five members, and must be distributed to each member at least thirty days prior to the Annual or Special Meeting called for this purpose.
 
(b) Proposed amendments may be amended by a simple majority of those voting and (adopted) by a two-thirds majority of those voting.
 
  1. Approved amendments shall become effective when adopted or at the time specified by the amendment.


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