CONSTITUTION AND BYLAWS OF OAK HILLS WOMEN'S GOLF ASSOCIATION

Revised March, 2001

ARTICLE I Organization and Object

Section 1. NAME This is an Association organized pursuant to the laws of the State of Connecticut and shall be known as "OAK HILLS WOMEN'S GOLF ASSOCIATION" (OHWGA). For designation purposes it is referred to in these Bylaws as the "Association." Section 2. OBJECT The object of the Association shall be to affiliate women in an organization to promote the best interest of golf and to encourage social activities among its members. Section 3. ADDRESS The Association shall be located at Oak Hills Park, 165 Fillow Street, in the City of Norwalk, County of Fairfield and State of Connecticut. Section 4. FISCAL YEAR The fiscal year shall run from the 1st of January to the 31st of December of each year.

ARTICLE II Membership

Section 1. MEMBERS Members shall be limited to females, seventeen (17) years of age or older.  Membership shall be kept at a workable number with no discrimination because of race, color or creed. All members in good standing will be allowed to participate in pairings. Only members with established handicaps will be allowed to participate in tournaments. No member will be prohibited from participating in tournament play if she has an established handicap. However, the maximum allowable handicap for tournament scoring purposes will be a course handicap of 36 unless specifically stated otherwise in the OHWGA Handbook. All members, who have paid their membership dues, shall be members for that year with all rights and privileges incidental thereto, including the right to vote. Delinquent members have no rights or privileges nor a right to vote. 2. DUES Members shall pay such annual dues as established by the Board of Directors. All current dues shall be paid before participating in any Association tournaments. Dues should be paid by or before the first Spring meeting. Membership dues are non-refundable. Members current with such annual dues will be considered members in good standing. Section 3. NEW MEMBERSHIP All applications for membership shall be made to the membership Committee with the required dues. New applicants shall be accepted for membership without regard to handicap. Section 4. REPRIMAND AND EXPULSION Prior to any hearing conducted by a majority of the Board of Directors, due notice should be served to the implicated member of their right to be present and heard. The Board, by its majority vote, may expel or reprimand any member of the Association for conduct which, in the opinion of the Board, is detrimental to the welfare and the furtherance of golf as a sport, to the course upon which it is played, to the community generally, or to the Association itself.

ARTICLE III Board of Directors

Section 1. CONTROL All property and affairs of the Association shall be under the control and management of the Board of Directors, subject only to provisions of this Constitution. Section 2. ELECTION The nomination for Board members shall come from the membership and will be submitted to the Nominating Chairperson. Notice for nominations will be posted at the Golf Course. The Nominating Chairperson shall submit all nominations to the Board for consideration. The Board will select the slate. Members in good standing will then vote to elect the new members of the Board of Directors who will serve for a period of three (3) years. The officers will be elected by the Board at the first regular Board meeting which should be held as soon as practical after the annual dinner. At the Board meeting, each Board member will submit her nomination for officers in writing to the Secretary. Nominations will be approved and a written vote will be taken. The positions will be filled as follows: PRESIDENT VICE PRESIDENT SECRETARY TREASURER Section 3. COMPOSITION AND TENURE The Board of Directors shall be composed of fifteen (15) members or, when membership warrants, seventeen (17) members including two (2) members who represent the Nine (9) Holers. The Executive Board, consisting of President, Vice President, Secretary and Treasurer, shall be elected by the Board of Directors from the members of the Board of Directors at the first meeting of the Board and shall hold office for one (1) year. The former President of the Association shall remain as ex-officio members of the Board of Directors for a period of one (1) year after completion of their term of office. Said position shall be advisory only and without right to vote. The Board of Directors shall appoint seven (7) standing Committee Chairpersons as follows: 1. MEMBERSHIP 2. TOURNAMENT 3. HOSPITALITY AND PRIZES 4. HANDICAP 5. NOMINATING 6. RULES/BYLAWS 7. PUBLICITY Committee Chairpersons shall select committee members from the Board of Directors and from the membership. The President shall, with the approval of the Board of Directors, appoint or replace any committees and the Chairperson thereof, as she shall deem proper and necessary for the operation of the Association. No Committee Chairperson or Committee Member shall have the right to obligate the Association or the Board of Directors in any way or in any sum in excess of that specifically authorized by the Board of Directors for its use. Section 4. MEETINGS OF THE BOARD The Board shall have four (4) meetings during the year on such dates as it may determine and shall hold special meetings at the discretion of the President. Section 5. VACANCIES Any vacancies on the Board of Directors shall be filled for the unexpired term by a majority vote of the members of the Board of Directors present at any regular or special meeting. Section 6. QUORUM A majority of the members of the Board of Directors shall constitute a quorum at a Board of Directors meeting.

ARTICLE IV Duties of Officers

Section 1. DUTIES OF PRESIDENT The President shall preside at all meetings of the Association and of the Board of Directors and shall have general supervision over the affairs of the Association, property and employees. She shall be, ex-officio, a member of all committees for one (1) year. The Board of Directors shall, by a majority vote of its membership, present and voting, authorize the President or any other officer to execute all written contracts and incur any obligations in the name of the Association. The President shall, with the approval of the Board of Directors, fill any vacancies in any committees at any time, temporarily, until the next annual election. The President shall make her annual report to the members of the Association assembled at the annual meeting. Section 2. VICE PRESIDENT In the absence of the President, the Vice President shall perform the duties of the President and in the absence of the Vice President, the Secretary shall preside. Section 3. SECRETARY The Secretary, or her designee, shall keep the records of the meetings of the Association, the Officers and Board of Directors; shall keep a list of members and shall perform such other duties as may, from time to time, be delegated to her by the President. She shall give notice of all meetings as provided by the Bylaws and shall conduct all correspondence, except that pertaining to the office of Treasurer. Section 4. TREASURER The Treasurer, or her designee, shall collect all member dues and record date of enrollment, receive and disburse all money and keep the accounts. At the meeting of the Board of Directors she will report the amount of receipts, disbursements and the balance of cash on hand as well as any other information concerning the financial affairs of the Association as it may require. Before each annual meeting, she shall prepare a detailed report, in writing, of the financial affairs of the Association for the preceding fiscal year. She shall pay all bills, authorized by the Board of Directors. The Treasurer shall sign all checks, drafts or orders for the payment of money. In the absence of the Treasurer, the President may sign said checks or drafts.

ARTICLE V Duties of Committees

Section 1.MEMBERSHIP COMMITTEE The Membership Committee shall consist of not less than two (2) members. It shall use its best efforts to obtain desirable prospective members. It shall with due diligence, publicize the advantages of membership in the Association. Section 2. TOURNAMENT COMMITTEE There shall be not less than five (5) members appointed to this committee whose function shall be to plan, arrange and conduct all competitions, whether tournament or otherwise. The Committee shall keep records of play and perform any and all duties delegated by the Board of Directors considered pertinent by said Board of Directors to the spirit of the function of the committee. All tournaments will be based on 18 holes of regulation play (except those scheduled by the Nine-Hole committee). Section 3. HOSPITALITY AND PRIZE COMMITTEE There shall be not less than three (3) members appointed to this committee whose functions shall be to plan, arrange and conduct club dinners, luncheons, refreshments and prizes. Section 4. HANDICAP COMMITTEE There shall be not less than two (2) members appointed to this committee, whose primary function shall be to handicap all members of the Association and to keep a record of all play upon which said handicap is predicated. The Chairman of this committee shall furnish the Secretary of the Association, upon her request, a record of the play of any member upon which her handicap has been predicated. Any member may appeal from the ruling of the Handicap Committee to the Board of Directors by request, in writing, submitted to the Secretary of the Association. Upon receipt of said request, in writing, the Secretary shall submit the record of plays of said member, upon which the handicap was predicated, to the Board of Directors and its decision shall be final. Section 5. NOMINATING COMMITTEE At the first meeting of the Board of Directors after the first of August, the Board shall elect a Nominating Chairperson. Section 6. RULES/BYLAWS COMMITTEE The Committee will interpret U.S.G.A. and local rules and keep members informed of any changes. The Committee will keep the Bylaws up-to-date and present in a prescribed manner. Section 7. PUBLICITY This committee handles all publicity releases, contacts Radio Station WNLK, The Hour and other public media, with names of tournament winners and other publicity releases.

ARTICLE VI Meetings

Section 1. ANNUAL MEETINGS The Association shall hold its annual meeting in the spring before tournament play begins. Written notice of the meeting shall be given by the Secretary two (2) weeks in advance of said meeting, noting place and time. Section 2. SPECIAL MEETINGS Special meetings may be called by the President at any time upon two (2) weekÕs written notice given by the Secretary to the members. Section 3. ORDER OF BUSINESS The following order of business shall be observed as far as applicable at all meetings of the Association. Reading and approval of minutes of last meeting Reports of Officers and Board of Directors Reports of Committees Unfinished Business New Business Good and Welfare Adjournment Section 4. RULES OF ORDER The rules contained in ROBERTS RULES OF ORDER, REVISED shall govern the meetings of the Association where they are applicable and where they are not inconsistent with these Bylaws. Section 5. RIGHT TO VOTE No member shall be permitted to vote or participate at the annual election or any other meeting whose dues are unpaid.

ARTICLE VII Amendments to Bylaws

Section 1. PROCEDURE 1. Proposed amendments to these Bylaws shall be first submitted, in writing, to the regular or special meeting of the Board of Directors. 2. The Board of Directors shall approve or disapprove of the proposed amendments. Section 2. AMENDMENTS APPROVED 1. In the event the Board of Directors approves any proposed amendments to the Bylaws, the Secretary shall give written notice to all Members that the Board of Directors has approved certain changes. These changes will be brought before the next meeting of the Association. 2. A majority vote is required for the approval of all amendments.