2025 AGM AMENDED AND RESTATED BYLAWS

AMENDED AND RESTATED

BYLAWS OF

THE ASSOCIATION OF GOLF MERCHANDISERS

an Arizona nonprofit corporation 

ARTICLE I

NAME

The name of this Corporation is ASSOCIATION OF GOLF MERCHANDISERS, an Arizona not-for-profit corporation, hereinafter referred to in these Bylaws as the “Association” or “AGM”.

ARTICLE II

PURPOSES

Section 1. General Purposes: The general purposes of the Association shall be those as set forth in the Articles of Incorporation of the Association, as may be amended from time to time (the “Articles”).

Section 2. Specific Purposes: The purposes for which this Association is formed are:

  • To provide several academic scholarships each year to eligible students enrolled in a merchandising program;
  • To provide for and enhance the recognition of the golf shop merchandiser as a professional; a “merchandiser” being one who is entrusted with the maintenance, operation, and management of a golf shop with the responsibility to supervise the golf shop merchandising and related work as required;
  • To advance the art and science of golf shop merchandising and retail; to collect and disseminate practical knowledge of golf shop merchandising and retail with a view of more efficient and economical management of golf shops.
  • To educate members of the Association in golf shop merchandising and retail; to protect the mutual interests of members of the Association; to assist members of the Association in advancements of their causes;
  • In general, to have all the powers conferred upon a corporation by the laws of the State of Arizona which are consistent with the Certificate of Incorporation and Bylaws of this Association.

Section 3. Tax Exempt Status: This Association is established within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) or the corresponding section of any future federal tax code.

This Association has been formed for the purpose of performing all things incidental to, or appropriate in, the foregoing general and specific purposes. However, the Association shall not, except to an insubstantial degree, engage in any activity or the exercise of any powers which are not in furtherance of its primary nonprofit and tax-exempt purposes.

Section 4. Irrevocable Dedication of Assets: This Association shall hold and may exercise all such powers as may be conferred upon any nonprofit organization by the laws of the State of Arizona and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of the Association. At no time and in no event shall the Association participate in any activities which have not been permitted to be carried out by a corporation except under Section 501(c) of the Code.

The properties and assets of the Association are irrevocably dedicated to and for nonprofit purposes only. No part of the net earnings, properties, or assets of this Association, on dissolution or otherwise, shall inure to the benefit of any person or any member, director, or officer of the Association. On liquidation or dissolution, all remaining properties and assets of the Association shall be distributed and paid over to an organization dedicated to nonprofit purposes which has established its tax-exempt status pursuant to Section 501(c) of the Code.

Section 5. Governing Law: This Association is governed by the Arizona Nonprofit Corporation Act, as it may be amended from time to time (herein referred to as “Arizona Nonprofit Corporation Law”).

ARTICLE III

OFFICES

Section 1. Offices: The principal office shall be located at such place as shall be fixed from time to time by resolution of the Board of Directors of the Association (the “Board”), and if no place is fixed by the Board, such place as shall be fixed by the President. The Association may also have such other offices as the Board may determine from time to time as the Association may require.

ARTICLE IV

MEMBERSHIP

Section 1. Application for Membership: Applicants for membership shall be approved by the staff of the Association.

Section 2. Membership Classes: To qualify for membership, an applicant shall be in one of the following classifications.

  • Merchandiser: For the purpose of this Association, “Merchandiser” shall include individuals involved in the merchandising, buying, marketing, and selling of merchandise, acknowledging both traditional and emerging roles within the sector.
  • Associate Merchandiser: For the purpose of this Association, an “Associate Merchandiser” is an individual who works at the same retail location as an active AGM Merchandiser member. The Associate Merchandiser must be sponsored by an AGM Merchandiser member and work for the same facility or company.
  • Sustaining: “Sustaining Members” shall include those members who are temporarily not in active merchandising roles but wish to stay connected with the industry.
  • Student: “Student Members” shall include individuals currently enrolled in accredited colleges or universities who are interested in pursuing careers in merchandising, retail, or professional golf management.
  • Hall of Fame: Upon their action or the written request of three of more members, the Board of Directors may elect as a “Hall of Fame” member any individual who has made a substantial contribution to this Association or the golf merchandising profession.
  • Sales Representative: “Sales Representative Members” shall include individuals engaged in the production, distribution, and sales of merchandise, including technology and services that support retail operations.
  • Vendor Partner: “Vendor Partners” shall include entities engaged in the production, distribution, and sales of merchandise, including technology and services that support retail operations.

Section 3. Reclassification of Members: All reclassification of members shall be made by the Board in accordance with resolution adopted by it from time to time or pursuant to directives adopted by the membership at any annual meeting or any special meeting called for that purpose.

Section 4. Responsibilities and Privileges of Classifications:

Privileges Generally: Members shall, generally, be entitled to attend seminars and have access to AGM information and services.

  • Merchandiser: All members in this category shall pay full annual dues and be responsible for any assessment as set by the Association under these Bylaws. All members in this category shall have full privileges in accordance with those set by the Association, including voting and holding office.
  • Associate Merchandiser: All members in this category shall pay reduced annual dues and be responsible for a reduced assessment as set by the Board, and shall be accountable in every other way for the regulations as stated in Section 6 of this Article. All members in this category shall have all the privileges of the Association, including voting and holding office.
  • Sustaining: All members in this category shall pay reduced annual dues and be responsible for a reduced assessment as set by the Board, and shall be accountable in every other way for the regulations as stated in Section 6 of this Article. Sustaining Members may not vote or hold office, but shall have all other rights and privileges of members of the Association as set forth in these Bylaws.
  • Sales Representatives: All members in this category shall pay full annual dues and be responsible for any assessment as set by the Association under these Bylaws. All members in this category shall have full privileges in accordance with those set by the Association, including voting and holding office.
  • Student: All members in this category shall pay reduced annual dues and be responsible for a reduced assessment as set by the Board. Student Members may not vote or hold office, but shall have all other rights and privileges of members of the Association as set forth in these Bylaws.
  • Hall of Fame: All members in this category shall not be required to pay dues or assessments to the Association, and shall be entitled to Association privileges as set by the Board of Directors.
  • Vendor Partner: All members in this category shall pay full annual Vendor Partner dues and initiation fees as set by the Association in accordance with Article II, Section 1, and be responsible for any assessments in accordance with Article II, Section 2. All members in this category shall have all the privileges of the Association, as the Board of Directors may specify, except those of voting and holding office.

Section 5. Membership Dues and Supplemental Assessments:

  • Annual Dues: Annual dues shall be established by the Board and are payable annually in advance of the membership expiration date. The Chief Executive Officer may, under extraordinary circumstances, such as financial hardship or global crisis, offer flexible payment options or adjust dues as necessary to ensure inclusivity and support for all members.
  • Assessments: The Board may levy assessments in addition to annual dues to address financial needs or specific projects. In recognizing varying capacities of members to contribute, the Board, and, if such power is delegated by the Board, the Chief Executive Officer retain the discretion to offer exemptions, reductions, or payment plans for assessments under exceptional circumstances.
  • Extension of Time for Payment: The Chief Executive Officer may, at their discretion, and for good cause, temporarily excuse or extend time of payment of annual dues or assessments for any member.

Section 6. Conduct of Members – Loss of/Re-Application for Membership:

  • Non-payment of Dues or Assessments: All members whose dues are not paid in advance of their expiration date will have services and benefits suspended. All members whose dues remain unpaid more than one (1) day past their membership expiration date or after the due date of any assessment shall be placed in delinquent status. Reinstatement to active status will occur upon payment of dues and any assessments.
  • Prohibited Conduct: Conduct that is prohibited shall be cause for disciplinary action or expulsion from the membership in accordance with the procedure set forth in this Section 6. The following conduct is prohibited for members of the Association:
  1. Violations of ethical standards as the Board may from time to time specify by resolution.
  2. Use of the AGM affiliation for the purpose of promoting unethical business propositions, schemes, ideas, or objects that are detrimental to the Association.
  • Conduct unbecoming a member or inimical to the Association.
  • Procedure for Disciplining or Expelling a Member: If grounds appear to exist for a member to be disciplined or expelled, their membership may be suspended or terminated by a two-thirds (2/3) vote of the Board following a fair and reasonable procedure wherein (i) the Board shall give the member at least fifteen (15) days’ prior notice of the proposed adverse action and the reasons for the proposed action, given by any method reasonably calculated to provide actual notice; and (ii) the member is given an opportunity to be heard, either orally or in writing, at least five (5) days before the effective date of the proposed suspension or termination by the Board or the committee or person authorized by the Board to determine whether the adverse action should occur.
  • Re-application for Membership: A member who has been expelled for prohibited conduct may reapply for membership no earlier than one (1) year after the date of such expulsion, in accordance with the provisions of Section 1 of this Article.
  • Liability for Dues and Assessments. A member who has been expelled or suspended may be liable to the Association for dues, assessments or fees as a result of obligations incurred or commitments made prior to expulsion or suspension.

Section 7. Meeting of the Members:

  • Annual Meeting: An annual meeting of the members of this Association shall be held at a location or by electronic communication as determined by the Board of Directors, and at a time as the Board may designate. Any valid business may be transacted at such annual meeting.
  • Special Meetings: Special meetings of the members may be called by the President upon the request of a majority of the Board or upon the request of twenty-five percent (25%) of the voting members. At a special meeting, the only business which may be transacted is that pertaining to the purpose for which the meeting was called and which is stated on the notice for such meeting.
  • Notice: A notice detailing the date, hour, location (or virtual meeting link), and, for special meetings, the specific purpose(s), shall be primarily sent via electronic mail (email) to all members by the Chief Executive Officer or President at least thirty (30) days, but not more than sixty (60) days, in advance of the meeting. This method aligns with the Association’s commitment to efficiency, accessibility, and environmental sustainability. To facilitate this, all members are required to provide a current email address upon joining and are responsible for notifying the Association of any changes to their email address in a timely manner. In exceptional cases where email communication is not feasible, alternative methods such as regular mail or overnight courier may be used ensuring all members have access to important information.
  • Quorum: At any meeting of the members, thirty (30) voting members physically present, present by electronic communication or represented by proxy shall constitute a quorum. Any act approved by a majority of the voting power represented at a meeting at which a quorum is present, entitled to vote, and voting on any matter is the act of the members, unless Arizona Nonprofit Corporation Law, the Articles, or these Bylaws require a greater number.

Section 8. Voting:

  • Proxies: Voting members are entitled to vote through proxies, which must be assigned to another voting member in good standing. Proxy voting is permitted for key decisions including amendments to the Articles, Bylaws, and the election of Officers and Directors. All proxy authorizations must be documented, signed by the member electing to vote by proxy, and submitted to the Association’s designated official in a manner prescribed by the Board, including electronically, no later than forty-eight (48) hours before the voting occurs. An appointment of a proxy is effective on receipt by the officer designated by the Association to tabulate votes, and is valid for eleven (11) months unless a different period is expressly provided in the documentation appointing the proxy. The appointment of a proxy is revocable by the member and is revoked by the member appointing the proxy if either they attend a meeting and vote in person, or the member signs and delivers to the appointed officer documentation of a subsequent proxy appointment.
  • Individual Voting: Individual voting members may cast their vote in person or through electronic means on all issues presented. This ensures participation across geographies and circumstances, aligning with the Association’s commitment to inclusivity and leveraging technology to facilitate member engagement.
  • Voting Procedures: The Board shall establish and periodically review rules that govern the voting procedures at Association meetings. These rules shall accommodate both in-person and electronic voting methods to ensure broad participation. The Board will ensure that electronic voting systems used are secure, accessible, and capable of accurately capturing members’ votes. The Association shall implement reasonable measures to provide members present via electronic communications with the opportunity to participate in the meeting with respect to all matters put to the membership, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with those proceedings.

ARTICLE V

OFFICERS AND DIRECTORS

Section 1. Qualifications: Only Merchandiser, Associate Merchandiser, or Sales Representative members who are actively employed in the golf industry and are AGM members in good standing are eligible for election as Officers and Directors of this Association. Officers or Directors ceasing active employment may serve for up to six (6) months after cessation of their employment in the golf industry.

Section 2. Officers:

  • Offices: The Officers of the Association shall be a President, Vice President, Secretary/Treasurer, Immediate Past-President, and Chief Executive Officer.
  • Nomination: The Board shall annually appoint a “Nominating Committee” which shall consist of five (5) voting members of this Association. The Nominating Committee shall, not less than sixty (60) days prior to the annual meeting of the members, present at least one (1) nominee each for the offices of President, Vice President, and Secretary/Treasurer. The Nominating Committee shall not nominate a single member for more than one (1) office. A copy of such list of nominees, properly certified by the Secretary, shall be sent to all voting members not less than ten (10) days before the annual meeting and election.
  • Election: The President, Vice President, and Secretary/Treasurer shall be elected at the annual meeting by a majority of the voting members, pursuant to such policies as may be promulgated by the Election Committee and ratified by the Board.
  • Terms: The President, Vice President, and Secretary/Treasurer shall hold office for a base term of two (2) years, and until their successors have been duly qualified and elected. Such Officers may seek election to office for two (2) consecutive two-year terms, and one (1) additional two-year term provided they are duly nominated after each two-year term and are elected by a majority vote of the members.

Section 3. Board of Directors:

  • Composition: The Board shall be composed of the President, Vice President, Secretary/Treasurer, the Immediate Past-President, and “Regional Directors”, as defined below. The Chief Executive Officer shall sit on the Board in an advisory capacity and shall not have the authority to vote on matters before the Board. The Regional Directors shall reside in and represent one of each of the following AGM “Regions”, as they are defined in Article VIII of these Bylaws:
  1. New England
  2. Northeast
  3. Mid-Atlantic
  4. Southeast
  5. Midwest
  6. North Central
  7. South Central
  8. Rocky Mountain
  9. Northwest
  10. Pacific
  11. Southwest
  12. Desert
  13. Lake Michigan
  14. Ohio Valley
  15. Central East
  16. Sunshine State
  17. International East
  18. Interna West

Region boundaries may be redefined by majority vote of the Board. Where applicable, the Board may appoint a Merchandiser as a regional liaison to serve with the elected Regional Director.

  • Nomination: The Nominating Committee shall, not less than sixty (60) days prior to the annual meeting of the members, present at least one (1) nominee for each vacancy on the Board. The Nominating Committee shall not nominate a single member for more than one open Director’s position. A copy of such list of nominees, properly certified by the Secretary, shall be sent to all voting members not less than ten (10) days before the annual meeting and election.
  • Election: Directors shall be elected at the annual meeting by plurality vote of the voting members, pursuant to such policies as may be promulgated by the Election Committee and ratified by the Board.
  • Terms: The Directors may seek election to office for two (2) consecutive two-year terms and one (1) additional term provided they are duly nominated after each two-year term and are elected by a plurality vote of the members.

Section 4. Vacancies:

  • Occurrence: A vacancy or vacancies on the Board or any office of the Association shall occur in the event of death, removal or resignation of a Director or Officer.
  • Filling of Vacancies: Vacancies in any office of the Association shall be filled by appointment by the Board. The appointee shall serve the remainder of the unexpired term and be eligible to run for their own term.
  • Resignation of Officers and Directors: Any Officer or Director may resign from their position at any time by giving written notice to the Board or an appointed Officer. Unless otherwise specified in the notice, the resignation shall take effect at the time of receipt by the Board or by such Officer. The acceptance of such resignation shall not be necessary to make it effective. No resignation shall discharge any accrued obligation or duty of a Director or Officer.
  • Removal of Officers and Directors: The Board may remove any unelected Officer at any time with or without cause, subject to the rights, if any, of that Officer under contract. A Director or elected Officer may be removed with or without cause by majority vote of the voting members at a special meeting called for such purpose.

Section 5. Duties and Powers of Board of Directors:

  • General Powers: Subject to Arizona Nonprofit Corporation Law and in accordance with the purposes set forth in the Articles and these Bylaws, the Board shall have the general charge and management of the affairs of the Association and all activities shall be exercised by or under the direction of the Board. The Board may delegate the management of the Association’s activities to any person or persons, or committee however composed, provided that the activities and affairs of the Association shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. The Board is authorized to conduct its business by any means of electronic communication, ensuring full participation of all Board members regardless of their physical location. This includes the ability to:
    1. Participate in regular and special meetings electronically.
    2. Vote on Association matters through electronic means.
  • Carry out all necessary duties and responsibilities entrusted to the Board by these Bylaws, using digital tools and platforms as deemed appropriate and secure by the Board.
  • Regional Support: Each Board member is expected to facilitate and support Association members within their respective Region with networking, advice, and activities related to merchandising and retail, using both traditional and digital means to enhance engagement and effectiveness. Each member of the Board of Directors is responsible for organizing at least one (1) digital or in-person meeting/program in their respective Region each year to foster community and recruit new members, highlighting the Board’s commitment to leveraging technology for the advancement of the Association.
  • Annual Report: The Board shall, at the annual meeting, make a full report of its acts and doings during the preceding fiscal year and shall cause to be made an audit of the Treasurer’s books and present reconciliation to the membership at such meeting. Copies of such report shall be available to all members.
  • Compensation: No compensation shall be paid to any member of the Board of Directors for services as a member of the Board.

Section 6. Meetings and Actions of the Board of Directors:

  • Annual and Regular Meetings: The Board shall hold an annual meeting, at a time and place fixed by the Board, at which meeting the Board shall, if necessary, appoint the Officers of the Association not subject to election, and transact any other business as may come before the Board at such meeting. Regular meetings of the Board shall be held at such times and places as may be fixed by the Board from time to time by resolution or as specified in the notice of such meeting.
  • Special Meetings: Special meetings of the Board may be held at any time upon the call of the President, or by request of the majority of Directors made to the President, in each case at such time and place as shall be fixed by the person or persons calling the meeting, as specified in the notice thereof; provided that if the President shall refuse or fail to call the meeting upon the request of the majority of Directors, then such special meeting may be called by any four (4) of the Directors.
  • Meetings by Electronic Communications: Consistent with the Association’s commitment to sustainability and accessibility, meetings of the Board may be held by conference telephone or electronic video screen communication, or any other electronic transmission, so long as (i) each Director participating in the meeting can communicate concurrently with all other Directors present at the meeting and is provided with the means of participating in all matters before the Board; and (ii) The Board has adopted and implemented a means of verifying a person participating in the meeting is entitled to participate and all actions taken or votes made by the Board are taken or made only by Directors, and not by persons who are not Directors.
  • Notice of Meetings; Waiver of Notice: Notice of any regular meeting, if the time and place are not so fixed by these Bylaws or by Board resolution, shall be given to each Director no later than ten (10) days before such regular meeting. Notice of special meetings of the Board shall be given to the Directors at least three (3) days prior to such meeting. Notice shall state the time and place where the meeting is to be held. For special meetings, notice shall state the purpose for which the meeting is called. Notice shall be delivered to the contact information, address, or email address listed on the records of the Association for each Director. Notice need not be given to a Director who submits a signed waiver of notice before or at the meeting’s commencement, or who attends the meeting without protesting (not later than the commencement of the meeting) the lack of notice to the meeting. All waivers must be filed with the Association’s records and made part of the minutes of the meeting.
  • Quorum: A majority of the fixed number of Directors shall constitute a quorum for the transaction of any business except adjournment of meetings. Any act approved by a majority of the Directors present at a duly held meeting at which a quorum is present is the act of the Board, unless Arizona Nonprofit Corporation Law, the Articles, or these Bylaws require a greater number. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors leaving less than a quorum, if any action is approved by at least a majority of the Directors who constitute the required quorum for the meeting.
  • Voting: Each Director shall be entitled to one (1) vote on each matter submitted to a vote of the Board.
  • Action Without a Meeting: Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all of the Directors or committee members consent to the action in writing and the number of Directors or committee members then serving constitutes a quorum. The written consents shall be filed with the minutes of the proceedings of the Board or committee. The action by written consent shall have the same force and effect as a unanimous vote of the Directors or committee members.

Section 7. Duties and Powers of the Officers of the Association:

  • Duties of the President: The President shall, during any period when the Board is not in session, have general charge and supervision of the affairs and property of the Association, subject to such rules and regulations as may from time to time be made by the Board. This individual shall preside at all meetings of the Association and Board and shall be an ex-officio member of all committees. The President shall, from time to time and as often as may be directed, submit reports to the Board and give such information touching affairs of the Association as may be required, and make such recommendations as he or she may think proper.
  • Duties of the Vice President: In cases of the absence or inability of the President, the Vice President shall, during the period of such absence or inability, perform the duties required of the President. In the event the office of the President shall become vacant, the Vice President shall perform all duties of the President until a successor shall be duly elected. If both the office of the President and Vice President shall become vacant or both Officers are incapacitated, then the Board shall elect a member of the Board to fill the vacancy of the office of the President.
  • Duties of the Secretary/Treasurer: The Secretary/Treasurer shall keep or cause to be kept (i) the original or a copy of the Articles and these Bylaws, as amended, at the Association’s principal office, which must be available for public inspection; and (ii) the original or a copy of the minutes of all meetings and resolutions of the Board, its committees, and the members of the Association, in a form that is readily convertible into a clearly legible tangible form. The Secretary/Treasurer shall give and serve all notices and reports as required by Arizona Nonprofit Corporation Law and these Bylaws, and shall perform all other duties usually performed by the Secretary of a like corporation and such other and additional duties as may be required by the Board.

The Secretary/Treasurer shall be responsible for all monies, bills, notes, bonds, and similar property belonging to the Association and the safekeeping of the same in the name of the Association. This individual shall oversee the deposit of all monies to the credit of the Association in such depositaries as shall be designated by the Board and shall keep such financial accounts and records as may be required by the Board, as well as make an annual report and such other reports as may be required by the Board. The books of account shall be open to inspection by any Director at all reasonable times.

The Secretary/Treasurer shall be bonded in an amount agreed upon by a surety company and approved by the Board. The premium on said bond shall be held in the custody of the President.

  • Duties of the Chief Executive Officer: The Board shall employ a Chief Executive Officer. The Chief Executive Officer shall be an ex-officio, non-voting member of the Board and the Executive Committee. He or she shall be responsible for the day-to-day operations of the Association. In addition, he or she shall perform other duties as determined by the Board.
  • Duties of the Immediate Past-President: The Immediate Past-President shall be a voting member of the Board, and shall serve as an advisor to the current sitting President of the Association.

ARTICLE VI

COMMITTEES

Section 1. Committees of the Board: The Board, by resolution adopted by a majority of all the Directors in office when the action is taken, may designate one or more committees, including an Executive Committee, each consisting of two (2) or more Directors, and no one who is not a Director, to serve at the pleasure of the Board and to exercise the authority of the Board to the extent provided in the resolution establishing the committee, except that no such committee shall have the authority to:

  1. Authorize distributions or grants of assets;
  2. Approve or recommend to members of the Association any action that requires the members’ approval under Arizona Nonprofit Corporation Law, the Articles, or these Bylaws;
  • Fill vacancies on the Board or any of its committees;
  1. Adopt, amend, or repeal these Bylaws;
  2. Fix the compensation of Directors for serving on the Board or any committee of the Board.
  3. Take any other action not permitted to be taken by such committee pursuant to Arizona Nonprofit Corporation Law.

No committee shall have authority to bind this Association for the payment of money or the performance of any contract, such payment of money or the performance of any contract, such authority hereby being reserved expressly for the Board, or the duly authorized and elected Officers of this Association, as may be delegated by the Board.

The duties of each committee shall be enumerated in a charter approved by the Board.

Section 2. Advisory Committees: The Board or the President may create advisory committees to serve at the pleasure of the Board. Appointments to such advisory committees may, but need not, be Directors. Advisory committees shall not have the authority to act in absence of Board authorization. All recommendations of an advisory committee shall require ratification by the Board before being given effect.

Section 3. Quorum and Action by Committee: Unless otherwise provided by resolution of the Board, a majority of all the members of a committee shall constitute a quorum for the transaction of business and the vote of a majority of all the members of a committee shall be the act of the committee. The procedures and manner of acting of the committees of the Board shall be subject at all times to the direction of the Board, so long as any rules adopted by the Board governing its committees are consistent with these Bylaws. If the Board does not adopt rules for the committees, each committee may do so. Minutes of each meeting shall be kept and shall be filed with the Association’s records.

Section 4. Executive Committee: The Executive Committee shall be composed of the President, the Vice President, and the Secretary/Treasurer. The Executive Committee, unless limited by a resolution of the Board, shall have and may exercise all the authority of the Board in the management of the business and affairs of the Association between meetings of the Board; provided, however, that the Executive Committee shall not have the authority of the Board in reference to those matters enumerated in Section 1 of this Article VI. All actions of the Executive Committee shall be reported to and ratified by the Board at the next duly scheduled Board meeting.

Section 5. Election Committee: The Board shall appoint an Election Committee annually, consisting of five (5) voting members responsible for overseeing the Association’s election process during the annual meeting. This committee may include members from the Nominating Committee. In addition to considering the Nominating Committee’s candidate slate, floor nominations will be accepted. Elections will be conducted in an orderly fashion via ballot, including electronic ballots, ensuring confidentiality and integrity of the election process. In instances where only one candidate is nominated for a position, a voice vote or electronic affirmation may be used. The election of the President and Vice President requires a majority of votes cast, while Directors may be elected by a plurality. Decisions on matters other than Bylaw amendments will be determined by a simple majority of votes cast.

Section 6. Finance Committee: The Finance Committee shall be responsible for the financial oversight of the Association and for ensuring the continued economic stability of the Association in accordance with these Bylaws, the Articles, and generally accepted accounting principles (“GAAP”). The composition and specific duties and responsibilities of the Finance Committee shall be established in a charter adopted by resolution of the Board.

Section 7. Fundraising Committee: The Fundraising Committee shall be responsible for developing and overseeing the Association’s strategies to increase funding and secure financial support for the Association’s initiatives. The Fundraising Committee shall work to identify, cultivate, and engage donors, sponsors, and partners to ensure the financial sustainability of the Association. The composition and specific duties and responsibilities of the Fundraising Committee shall be established in a charter adopted by resolution of the Board.

Section 8. Membership Committee: The Membership Committee shall be responsible for recruitment of members, and retention and engagement within the Association. The Membership Committee shall work to identify strategies and initiatives that create value for Association membership, support a welcoming community, and align with the Association’s mission to support golf retail professionals. The composition and specific duties and responsibilities of the Membership Committee shall be established in a charter adopted by resolution of the Board.

Section 9. Scholarship Committee: The Scholarship Committee shall oversee the selection process and distribution of scholarships to qualified candidates.  The Scholarship Committee shall develop and implement guidelines and criteria for evaluating applications to ensure that scholarships are awarded in a fair and equitable manner. The committee shall work to promote the availability of scholarships, enhance visibility within the community, and engage with donors and recipients to build strong relationships. The composition and specific duties and responsibilities of the Scholarship Committee shall be established in a charter adopted by resolution of the Board.

Section 10. Education Committee: The Education Committee shall oversee the development, delivery, and continuous improvement of the Association’s educational programs and resources. The Committee is responsible for identifying industry trends and professional development needs, recommending and recruiting speakers and subject matter experts, and ensuring the design and implementation of effective certification and accreditation programs. The Committee shall evaluate the effectiveness of educational initiatives through feedback and participation data and support the promotion of educational efforts within the membership and the broader community. The composition and specific duties and responsibilities of the Education Committee shall be established in a charter adopted by resolution of the Board.

Section 11. Other Committees; Discontinuation of Existing Committees: Nothing in these Bylaws shall be construed to prohibit the appointment of other committees by the Board for the advancement of the Association. The Board may discontinue existing committees by a majority vote of the entire Board.

ARTICLE VII

INDEMNIFICATION

Section 1. Mandatory Indemnification of Directors and Officers: The Association shall indemnify, to the fullest extent now or hereafter permitted by law (including, but not limited to, Arizona Nonprofit Corporation Law), each Director and/or Officer (including each former Director or Officer) of the Association who was or is or is threatened to be made a party to or a witness in any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Association, by reason of the fact that the Director or Officers is or was an authorized representative of the Corporation, or is or was serving at the request of the Association as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Director or Officer in connection with such action, suit or proceeding if such Director or Officer acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Association and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner that he reasonably believed to be in, or not opposed to, the best interests of the Association and, with respect to any criminal proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 2. Mandatory Advancement of Expenses to Directors and Officers: The Association shall pay expenses (including attorneys’ fees) incurred by a Director or Officer of the Association referred to in Section 1 of this Article VII in defending or appearing as a witness in any civil or criminal action, suit or proceeding as described in Section of this Article VII in advance of the final disposition of such action, suit or proceeding, only upon receipt of an undertaking by or on behalf of such Director or Officer to repay all amounts advanced if it shall ultimately be determined that the Director or Officer is not entitled to be indemnified by the Association as provided in these Bylaws.

Section 3. Permissive Indemnification and Advancement of Expenses: The Association may, as determined by the Board from time to time, indemnify, in full or in part, to the fullest extent now or hereafter permitted by law, any person who was or is or is threatened to be made a party to or a witness in, or is otherwise involved in, any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Association, by reason of the fact that such person is or was an authorized representative of the Association or is or was serving at the request of the Association as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, both as to action in his or her official capacity and as to action in another capacity while holding such office or position, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in conjunction with such action, suit proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Association and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

The Association may, as determined by the Board from time to time, pay expenses incurred by any such person by reason of such person’s participation in an action, suit or proceeding referred to in this Section 3 in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Association as provided in these Bylaws.

For purpose of this Article, the term “authorized representative” shall mean an employee of the Association or a trustee, custodian, administrator, or committeeman. The term “authorized representative” shall not include money managers or investment advisors (or any employees thereof) hired by the Association, and shall not include agents of the Association unless indemnification thereof is expressly approved by the Board.

Section 4. Scope of Indemnification: Indemnification under this Article shall not be made by the Association in any case where a court determines that the alleged act or failure to act giving rise to the claim for indemnification is expressly prohibited by Arizona Nonprofit Corporation Law or any successor statutes as in effect at the time of such alleged action or failure to take action.

Section 5. Procedure for Effecting Indemnification: Unless ordered by a court, any indemnification under this Article VII or Arizona Nonprofit Corporation Law shall be made only following a determination that the indemnification is proper in the circumstances because the person seeking indemnification has met the applicable standard of conduct. Such determination shall be made (i) by the Board in a majority vote of a quorum consisting of Directors who were not party to the action or proceeding; or (ii) if such quorum is not obtainable or if obtainable and a majority vote of the disinterested Directors in office so directs, by independent legal counsel in a written opinion.

Section 6. Personal Liability of Directors and Officers: The personal liability of Directors of the Association for negligent acts or omissions, debts, liabilities, and other obligations of the Association shall be eliminated to the fullest extent permitted by law.

ARTICLE VIII

CHAPTERS AND REGIONS

Section 1. Chapters: A voluntary association of persons located in a specific geographic area and engaged in the occupation of buying and/or selling golf merchandise may make application for admission as a “Chapter” of this Association. The Board shall act upon any application for admission at its next meeting after the receipt of such application. The bylaws of individual Chapters may not conflict with these Bylaws, and all Chapter members must join the national AGM organization, pursuant to Article IV of these Bylaws.

Section 2. Regions of the Association: The following areas shall constitute the Regions of the Association, the geographical boundaries of which may be adjusted from time to time by majority vote of the Board:

  1. New England – Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, Vermont, New York
  2. Northeast – Delaware, New Jersey, Maryland, Pennsylvania
  3. Central East – West Virginia, Virginia, North Carolina, Tennessee
  4. Southeast – Alabama, Georgia, Mississippi, South Carolina, Louisiana
  5. Sunshine State – Florida, Bermuda
  6. North Central – Iowa, Kansas, Minnesota, Missouri, Nebraska, North Dakota, South Dakota
  7. South Central – Arkansas, Oklahoma, Texas
  8. Rocky Mountain – Colorado, Utah, Wyoming
  9. Ohio Valley – Indiana, Ohio, Kentucky
  10. Lake Michigan – Wisconsin, Michigan, Illinois
  11. Northwest – Alaska, Idaho, Montana, Oregon, Washington
  12. Pacific – Northern California, Northern Nevada, Hawaiian Islands
  13. Southwest – Southern California, Southern Nevada
  14. Desert – Arizona, New Mexico
  15. International East – Newfoundland, Labrador, Prince Edward Island, Nova Scotia, New Brunswick, Quebec, Ontario, Ireland, Spain
  16. International West – Manitoba, Saskatchewan, Alberta, British Columbia, and Territories (Yukon, Northwest Territories, and Nunavut), Australia, New Zealand

ARTICLE IX

GENERAL PROVISIONS;

REGARDING THE OPERATIONS OF THE ASSOCIATION

Section 1. Parliamentary Authority: The rules contained in Roberts Rules of Order, Newly Revised, shall govern the Association of Golf Merchandisers in all cases to which they are applicable, and in which they are not inconsistent with these Bylaws, and any special rule or order the AGM may adopt.

Section 2. Recognized Golf Shops: For the purposes of this Association, a “Recognized Golf Shop” shall refer to a golf shop or retail area adequate for the display and sale of golf-related equipment, apparel, and miscellaneous merchandise related to the specific market.

Section 3. Commitment to Technology: The Association commits to the proactive adoption and utilization of technology across its operations. This includes leveraging digital tools for member engagement, education programs, administrative processes, and in conducting meetings and communications. The Board will oversee the implementation of technological solutions that enhance efficiency, accessibility, and member value while ensuring data security and privacy compliance.

Section 4. Books and Records: The Association shall keep correct and complete books and records of account and will also keep minutes of the meetings of the members, Board, and its committees. The Association will keep at its principal office the original or a copy of its Articles and Bylaws, including amendments to date.

The Association shall keep a record of each member’s name, address, email address, and class of membership. Each member shall furnish the Association with their current contact information, which will be used for official notices and communications. Members must promptly inform the Association of any changes to their email address or other contact information to ensure continued receipt of Association communications.

Section 5. Public Inspection; Annual Returns: The Association shall make available for public inspection its annual return of an exempt organization (IRS Form 990), its application for tax-exempt status and supporting papers, its determination letter from the Internal Revenue Service acknowledging exempt status, and its audited financial statements, if any, and shall otherwise comply with the law regarding inspection and copying of such documents. The entire Board shall review the Association’s annual filing with the Internal Revenue Service before it is filed.

Section 6. Annual Report: The Association shall submit an annual report to the Arizona Corporation Commission, as required by Arizona Revised Statute Section 10-11622.

Section 7. Fiscal Year: The fiscal year of the Corporation shall be the calendar year, unless the Board by resolution determines otherwise.

Section 8. Electronic Communications: Any communication from or to the Association required or permitted to be done under these Bylaws (e.g. written consents or notices) shall include communications given through electronic transmissions by a means that creates a record that can be retained, retrieved, and reviewed, and that may later be transferred into a tangible and legible form.

ARTICLE X

AMENDMENTS

Section 1. Procedure: These Bylaws may be amended by the following procedure:

  • These Bylaws may be amended at the annual meeting of the members, provided all amendments shall be presented in writing to the Bylaws Committee at least ninety (90) days in advance of the annual meeting and the Committee shall submit to the members all such proposed amendments at least thirty (30) days in advance of the annual meeting. The Bylaws Committee may submit its own proposals for amendments in writing to the members at least thirty (30) days in advance of such annual meeting.
  • These Bylaws may also be amended at a special meeting of the members, provided the proposed amendments be written and signed by not less than twenty-five percent (25%) of the voting members, and sixty (60) days’ notice of the amendment proposed be sent to each member via email or at his or her last known place of address as registered in the books of the corporation prior to the special meeting.

Section 2. Vote Required: A two-thirds (2/3) vote of all members present and voting, or represented by delegates or proxies, shall be necessary for the adoption of any amendment.

CERTIFICATION

                The undersigned officer of the Association of Golf Merchandisers (the “Association”) hereby certifies that the foregoing Amended and Restated Bylaws were approved by the Board of Directors as the Bylaws of the Association as of __________, and subsequently approved by the members as the Bylaws of the Association as of __________, and that the same do now constitute the Bylaws of the Association.

IN WITNESS WHEREOF, the undersigned has executed this certificate on behalf of the Association as of this _____ day of [MONTH] [YEAR].

ASSOCIATION OF GOLF MERCHANDISERS,

An Arizona Nonprofit Corporation

By: _______________________________

Name: ____________________________

Title: _____________________________

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