FOSTER KIDD FOUNDATION
CONSITUTION AND BY LAWS
ARTICLE I
SECTION 1 – NAME
The organization shall be known as the Foster Kidd Foundation
SECTION 2 – PURPOSE
The Foster Kidd Foundation will leverage the PGA, LPGA, USGA, AJGA, Pro-Duffers and other professional organizations as needed to provide the best possible opportunities for High School and HBCU students to benefit from the game and business of golf. The Board will accept individual donations, conduct fundraisers, seek endowment contributions, and engage in other traditional fundraising methods. It will also leverage its resources to support other nonprofits in our community.
SECTION 3 – MEETINGS - PARLIAMENTARY AUTHORITY
Roberts Rules of Order shall govern the proceedings of the Foster Kidd Foundation meetings, except as otherwise required by the Constitution. The Foster Kidd Foundation meetings shall be quarterly.
SECTION 4 – DIRECTORS
The Foundation’s Executive Committee shall consist of:
Chair (elected)
Vice Chair (elected)
Recording Secretary (elected)
Chief Financial Officer (elected)
Parliamentarian\Historian (appointed)
Pro-Duffers Golf Club – Southwest Chapter President
SECTION 5 – LOGO
The literal element of the marks consists of PRO-DUFFERS centered at the top with the name FOSTER KIDD FOUNDATION centered along the lower periphery encased within a ribbon. The colors
Green, red, yellow, white, black, and brown is/are claimed as a feature of the mark. The mark consists of the shield / crest / badge of the organization trimmed in yellow border with the inscription of PRO-DUFFERS in yellow on red background banner / ribbon; alternately sectioned with a putter colored yellow and brown on white background; a white and black golf ball and red tee on green background; a red flag on yellow pole on white striped, green background; and brown and yellow wood club on white background. Encased within a red ribbon on the lower periphery is FOSTER KIDD FOUNDATION in yellow.
ARTICLE II
OFFICERS
SECTION 1 – DUTIES OF OFFICERS
(A). Chair
Shall preside at all meetings and shall have general supervision over the affairs of The Foundation. He/she shall appoint necessary committees, also be an ex-officio member of all committees. He/she shall sign such documents as the Executive Committee may direct. He/she and either the Chief Financial Officer (CFO) or the Recording Secretary shall sign checks on behalf of the Foundation and shall be bonded as prescribed by the Executive Committee. The Chair may assign, direct, or nominate alternate signers of checks with a majority vote of the Directors.
(B). Vice Chair
Shall assist the Chair and assume the duties of the Chair in his/her absence.
(C). Recording Secretary
Shall record and maintain the records of the meetings of the Foundation and mail out or email all correspondence. He/she shall keep a financial report of all the expenditure incurred by his office.
(D). Chief Financial Officer
Shall be the custodian of all Foundation funds. He/she shall deposit, in the bank selected by the Executive Committee, all The Foundation funds. He/she shall receive and account for all funds of the Foundation on the order of the Chairman and countersigned by the Recording Secretary or designee. He/she shall turn over to his successor all monies, vouchers, receipts, and recordings belonging to the Foundation. All Foundation checks shall be countersigned by the CFO and either the Recording Secretary, Chair, or the Chair’s designee. The CFO shall be prepared to present a detailed written record of the Foundation’s fiscal status at each meeting and sumit an annual written report. He/she shall be bound as prescribed by the Executive Committee.
(G). Executive Committee
This shall consist of the elected officers plus board members who have been appointed by the Chair and shall be chaired by the Chair or the Vice Chair. The Pro-Duffers Golf Club – Southwest Chapter’s President shall hold a seat on the Foundation Board’s Executive Committee. The Executive Committee shall submit to the Foundation Directors each year a written, itemized budget for membership approval during the last quarter of each year. The Executive Committee shall also act on emergency matters in the periods between regular Foundation Board meetings and on other matters as prescribed by the Constitution.
(H). Civic Duty Committee
Identify and execute processes, programs, and fund-raising activities as a 501 (c) 3 organization as directed by the board of directors. The committee may consist of non-Foster Kidd board members
ARTICLE III
ELEGIBILITY FOR OFFICE AND TERMS OF OFFICE
SECTION 1 – ELIGIBILITY FOR OFFICE
To be eligible for a Foundation office, a director shall be in good standing with the Foundation. The number of the Board of Directors shall be no more than fifteen (15) directors.
SECTION 2 – TERM OF SERVICE
All officers of the Foundation shall be elected for a (2) two-year term. The Chair may be reelected for one successive term. All other officers may be re-elected at the pleasure of the Foundation. Appointed board members shall serve at the pleasure of the Foundation.
SECTION 3 – MODE OF ELECTION
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Election for the Foundation Executive Committee shall be held in November of the election year after 30 days’ notice distributed to each Foundation Director in October. The election of the officers of the Foundation shall be held by secret ballots after direct nominations.
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The nominee receiving a full majority of ballots shall be declared elected. In the event of multiple nominees, where no candidate receives a full majority of the votes cast for the office, a runoff shall be held between the two candidates (including ties) having the highest number of votes.
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A member may be nominated for more than one office but shall only take the office which he/she is first elected.
SECTION 4 – REMOVAL
Any officer, agent or member may be removed by the membership for cause. Such adverse action shall be approved by the Executive Committee for submission to the membership. Said member has the right to appeal this action and said right shall not be abrogated.
SECTION 5 – VACANCIES
Any vacancy occurring on the Executive Committee shall be filled by vote of the Foundation membership, except those that are appointed by the Chair.
SECTION 6 – TIME OF ELECTION
Elections will be held at a regularly scheduled Foundation Board of Directors meeting in November at and notifications will be distributed to each Director in October.
ARTICLE IV GOVERNANCE
SECTION 1 – MEETINGS AND QUORUMS
Regular meetings of the Foundation shall be held at least four times per year. Other meetings may be called at the discretion of the Chair and/or the Executive Committee. A quorum shall consist of more than 50% of the Foundation Board of Directors. No official business may be conducted without a quorum.
SECTION 2 – FINANCIAL OBLIGATION
The amount of the financial obligation (if any) will be determined by the Foundation.
SECTION 3 – DIRECTORS
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Directors of the Foundation shall consist of individuals not less than twenty-one (21) years of age and shall be invited only. Authorization to extend an invitation must meet the approval of two-thirds (2/3) of the board present at a regular schedule or called meeting.
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The makeup of the board can be comprised of no more than 40% from non-Pro-Duffers Golf Club – Southwest Chapter membership.
THE FOUNDATION
BY-LAWSlg.
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SECTION 1 -AMENDMENTS
These bylaws may be altered, amended, or replaced and new bylaws may be adopted by majority of the Foundation Directors present at any regular meeting or at any special meeting, if at least two (2) weeks’ written notice is given of an intention to amend or repeal these bylaws or to adopt new bylaws at such meetings. These bylaws may also be changed by two-thirds (2/3) vote of the Board of Directors. Changes enacted in this manner are effective immediately and must be ratified by the members at the next regular meeting.
SECTION 2 – FEES
Fees received by the Foundation shall not be refunded, except at the discretion of the Foundation Executive Committee.
SECTION 3 -APPROPRIATIONS
The Executive Committee is authorized to appropriate and use funds for Foundation business from The Foundation treasury not to exceed five hundred dollars ($500.00) for necessary expenditures incurred between membership meetings. Any appropriation and expenditure more than this amount must be approved by the Board of Directors.
SECTION 4 – EX-OFFICIO
The immediate Past Foundation Chair may serve as an ex-officio member of the Executive Committee.
SECTION 2 – FEES
Fees received by the Foundation shall not be refunded, except at the discretion of the Foundation Executive Committee.
SECTION 3 -APPROPRIATIONS
The Executive Committee is authorized to appropriate and use funds for Foundation business from The Foundation treasury not to exceed five hundred dollars ($500.00) for necessary expenditures incurred between membership meetings. Any appropriation and expenditure more than this amount must be approved by the Board of Directors.
SECTION 4 – EX-OFFICIO
The immediate Past Foundation Chair may serve as an ex-officio member of the Executive Comm
SECTION 5 – CODE OF ETHICS
Any Director conducting himself in a manner unbecoming of the integrity of the Foundation shall be in violation of this code. The circumstances shall be reported to the Executive Committee and the members will be censured.
SECTION 6 – STANDING COMMITTEES
The standing committees shall be:
Executive
Civic Duty Committee
Date of Approval: (Open for approval)
Date Effective: (Open)
Date of Edit: February 18, 2025
Thomas Sweeney Jr.
Parliamentarian