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BYLAWS
Of
CALIFORNIA
GOLF COURSE SUPERINTENDENTS' ASSOCIATION
Revision August 1996, Revised June 2001,
December 2005
Article
I
NAME
The
name of this organization shall be California Golf Course Superintendents'
Association.
Article
II
PURPOSE.
The
purpose of this organization is to further, promote and develop
the interests of the member-associations of this association through the
gathering and dissemination of information and through the development
of ethical standards for the profession. Our purpose is to support the
purposes of the individual chapters.
Article
III
MEMBERS
Section
1. Membership: The membership of this Corporation shall be limited to those
associations which are organized as regional golf course superintendents
associations, affiliated with the Golf Course Superintendents Association
or America, and are within the State of California.
Section
2. Definition: A Golf Course Superintendent is one who is entrusted with
the maintenance, operation, and management of a tract of land defined as
a golf course. It is the superintendent's responsibility to supervise the
construction and maintenance of a golf course or courses, to supervise
the maintenance and repair of construction and maintenance equipment, and
to do related work as required. An Association of golf course superintendents
is an association of golf course superintendents, which is organized under
the laws of the state of California, which share the purposes of this organization.
For purposes or clarify, members shall be called member-associations within
the bylaws.
Section
3. Rights: The member-associations of this corporation shall have the right
to appoint two directors as their representatives on the board of Directors.
These representatives must be Class A or Superintendent Member of the local
chapter they are representing, and also Class A or Superintendent Member
of GCSAA. No other restrictions apply except as specifically named within
the bylaws. No other rights, except as specifically named within this by-laws
shall inure to the member- associations.
Article
IV DUES AND
SUPPLEMENTAL ASSESSMENTS Section
1.Annual Dues: The annual dues of
the Association shall be based on the following: all dues shall be assessed
on a prorata per dues-paying member per association basis; in other
words, individual dues-paying members belonging to each or the member-associations
shall be the basic unit upon which dues shall be assessed. Each member-association
shall pay an amount, which is the product of the per capita assessments
times, the number of individual dues-paying members belonging to the member
association. Section
2.Assessments: Where necessary in
the opinion of a majority of the board of directors and upon proper notification
an assessment above and beyond dues maybe made to cover any existing deficit
or potential deficit, to be paid by each Member - association; provided,
however, that such assessment may not be levied more than once in
any fiscal year and shall not exceed an amount equal to the annual dues
fixed for such year. In
the event of grave emergency, the Board of Directors, upon majority vote
and by signed order, may levy an assessment to be paid by each Member-Association,
for the payment and discharge of any judgment or decree rendered against
the Association, provided, however; that no more than an amount equal to
the annual dues shall be levied as such assessment during any fiscal year. Article
V CONDUCT
OF MEMBER-ASSOCIATION DUE PROCESS Section
1. Non-payment of dues:
All member-associations whose dues remain in arrears for more than (30)
days beginning of the fiscal year can be expelled from the Association
without the necessity of further notice being giver expulsion. Section
2. Prohibited conduct:
The following conduct is prohibited for member-associations of the Association, (a)
Violation of the Association Code of Ethics (b)
Use of the Association for the purpose of promoting schemes, ideas or objects
that are detrimental to the Association or for the purpose of private or
collective gains. (c)
Conduct unbecoming a member or inimical to the Association. Conduct
that is prohibited shall be cause for disciplinary action or expulsion
from the Association in accordance with, procedures set forth in Section
3 of this Article. Section
3. Power of Board of Directors to Discipline or Expel Member-Association:
A member-Association may be disciplined or expelled by a three-quarters
(3/4) vote of the Board of Directors after compliance with the due process
procedures, specifically notice and hearing, and upon a showing of just
cause. The Board of Directors shall establish by standing rules the procedure
to be followed to insure protection of such member-associations' due process
rights. Section
4. Reapplication for member-associations membership:
An expelled or suspended member-association may reapply for member-association
membership no earlier than one (1) year after the date of such expulsion
or suspension, in accordance with the provisions of Article I. However,
if expulsion or suspension was for nonpayment of dues or assessments, the
member-association may apply in less than one year if its new application
is accompanied by remittance of such dues and assessments as were due at
time of expulsion, plus a penalty (to be determined by the Board of Directors),
in addition to any amount otherwise due with such application. Section
5. Due Process:Any
member-association or applicant who is subject to disciplinary action or
has been rejected for membership shall have the right to notice and the
opportunity to be heard. Upon written request from the aggrieved party,
the board shall provide within 30 days, a written explanation of their
action and give notice of a hearing which hearing gives the aggrieved party
an opportunity to be heard with respect to the action taken. Said hearing
shall not be held less than 14 days after notice thereof and not more than
45 days after notice thereof. Notice to be in writing delivered by certified
mail, No aggrieved party shall have the right to notice and opportunity
to be heard unless the aggrieved party gives notice of objection to the
board within 45 days of receipt of the action to be taken. Article
VI DIRECTORS Section
1. Number and Qualification:
The Board of Directors of the Association shall at all times consist of
two Class A or Superintendent Members Golf Course Superintendents representatives
of each member-association and two Affiliate Liaison representatives- representatives.
The representatives appointed by each member-association shall be a Class
A or Superintendent Member of the local chapter that they are representing,
as well as a Class A or Superintendent Member of the Golf Course Superintendents
Association of America. One Affiliate Liaison board member will represent
the GCSA of Central California, GCSA of Northern California and the Sierra
Nevada GCSA. The second Affiliate Liaison will represent the Hi-Lo Desert
GCSA, San Diego GCSA and the GCSA of Southern California. The Affiliate
Liaison representative must be a member of one of the chapter's they represent.
Each representative shall be considered a director of the association with
rights and duties thereof. Section
2. Time and Manner of Election:
Class A or Superintendent Member Golf Course Superintendent Directors shall
be appointed under the terms of Section 1, by each member-association.
The Board of Directors shall appoint Affiliate Liaison Directors, Section
3. Term of Office: Each
Class A or Superintendent Member Golf Course Superintendent Director so
elected shall serve on the board until his/her successor is appointed or
qualified. Any Class A or Superintendent Member Golf Course Superintendent
Director so appointed, including a Director appointed to fill a vacancy
shall continue to hold office until his/her successor has been duly appointed
and qualified by the chapter he/she represents. Affiliate Liaison Directors
appointed by the Board of Directors shall serve a two-year term. Affiliate
Liaison Director appointed to fill a vacancy shall continue to hold office
until the Board of Directors has duly appointed his/her successor. Section.4.
Duties and Powers: The
Board of Directors shall have the sole and exclusive powers to control
and manage the affairs and business of the Association. The Directors shall
have the duty to act collectively as a board when conducting the Association's
business. If a Quorum is present, a decision made by a majority of those
Directors in attendance shall be deemed an act of the full board. The Directors
may adopt rules and regulations governing the conduct of the Association's
management to the degree, they deem proper, except in the case which the
putative rule or regulation would be inconsistent with either law, the
Articles of Incorporation or the By-laws of the Association. Each
Director shall exercise his/her duties and powers in good faith and in
the best interests of the Association, utilizing that degree of care and
skill, which a prudent person would in like or similar circumstances. Section
5. Time and Place of Meeting:
The annual meeting of the Board of Directors, for the purpose of electing
officers and transacting other business, shall be held in the spring in
conjunction with the annual general meeting, at the site of the annual
general meeting or other suitable place fixed by the Board in advance.
The board shall meet at least quarterly at times and places of its choosing. Special
meetings of the Board of Directors may be called at any time in the discretion
of any two directors of the Association. The special meeting shall be held
at the Association's principal place of business or as is convenient for
all the Directors and Officers required to be in attendance. Section
6. Notice of Meetings:
Notice need not be given for any annual meeting of the Association. Notice
must be given for any special meeting. . The
contents of notice of any special meeting shall: state the place, hour,
and date of the meeting, the general nature of the business to be
transacted or the matter to be discussed; the name of the person(s) who
has requested the meeting; be in writing, unless given by telephone to
the director personally. Notice of a meeting shall be delivered to each
director in person, by telegraph or by telephone at least 48 hours in advance.
Notice may, also, be given at least seven (7) days in advance by first
class mail, postage prepaid. No
other business may be transacted at the special meeting except as contained
in the notice. A
director may waive notice by submitting an executed waiver of notice form
at any time or by mere attendance at the meeting. All waivers must be stored
in the Association's records and must be evidenced in the minutes as well. Section
7. Quorum, Adjournment, Conference Telephone:
A majority of the authorized Directors shall constitute a quorum for the
transaction of any and all business of the Association. If
the meeting is adjourned for a period of more than 24 hours, notice as
described in Section 6 must be given to directors not present at the adjourned
meeting. Directors
may conduct a special meeting through the use of a telephone conference
call as long as each director may hear all other directors and respond
simultaneously to any statement. Such participation shall be deemed as
presence at the meeting. Section
8. Voting: Each director
shall be entitled to one vote with respect to each matter before the Board. Section
9. Compensation: No director
shall receive any compensation for his/her services as a director or for
any other services performed on behalf of the Association except as allowed
under California Law. Section
10. Vacancies: Any vacancy
on the board of a Class A or Superintendent Member Golf Course Superintendent
Director occurring because of death, resignation, removal or otherwise
shall be filled in an expeditious matter, by a newly appointed representative
of the member-association. The Board of Directors shall fill any Affiliate
Liaison Director vacancy in an expeditious matter. Section
11. Removal: Any director
may be removed for any reason upon the affirmative vote of three-fourths
3/4 of all authorized directors. Any
director may be removed for cause by an affirmative vote of a simple majority
of all authorized directors. Cause is considered to be; conviction of a
felony, adjudication of an unsound mind, a breach of the duty of care imposed
upon directors of California nonprofit mutual benefit corporations by the
California Corporations Code. Section
12. Resignation: A director
may resign at any time, unless in the extremely rare occurrence that he/she
be the only remaining director. To be effective, the resignation shall
be: in writing, tendered to any member of the board or the president and
not be tendered in conjunction with other resignations, the effect of which
would be to reduce the member-association membership to the board to below
three persons. Section
13, Written Action: Any
action required or permitted to be taken by the board may be taken without
a meeting if all directors consent in writing. The Secretary shall file
the consents with the minutes of board meetings. The consents shall have
the force and effect of a unanimous vote of the board taken at a lawfully
convened meeting. Section
14. Executive Committees:
The board of directors may by resolution create one or more executive committees
and may delegate to such a committee any of the powers or duties exercisable
by the board itself; EXCEPT; the power to adopt, amend or repeal a by-law;
the power to fill vacancies of the board, executive committee or of an
executive committee; the power to fix compensation for any officer, director
or committee member; the power to appoint an executive committee; the power
to amend or repeal a resolution of the board of directors. An
executive committee shall consist of the president and representatives
from at least two member-association of the board. The frequency and regularity
of the committee's meetings shall be determined at the time of this creation. Article
VI shall apply by analogy to all executive committee actions in regard
to notice, quorums and special meetings. ARTICLE
VII OFFICERS Section
1. Designation: The officers
of the Association shall consist of a President, Vice-President and a Secretary-Treasurer.
The board in its discretion may create other positions as needed. The same
person may occupy multiple offices except President and Secretary-Treasurer. Section
2. Election: The, officers
of the Association shall be elected at the annual board meeting. Each officer
elected shall be a Class A or Superintendent Member of the local chapter
they are representing, as well as a Class A or Superintendent Member of
the Golf Course Superintendents Association of America. Section
3. Term or Office: Each
officer elected shall hold office until his/her successor has been duly
elected and qualified or until his/her removal, resignation or death.
Terms are for one year. There are no term limits. Section
4. Removal and Resignation:
Any officer may be removed with or without cause by a majority vote of
the directors present at a lawfully constituted meeting, subject to any
contractual rights held by the officer removed. Any
officer may resign at any time by giving written notice thereof to any
other member of the board. Unless otherwise specified, resignation is effective
upon receipt of notice by the board member. Acceptance is not necessary
to make the notice effective. Section
5. Duties and Powers or Officers:
The duties and powers of officers are as follows, subject to amendment
by a resolution of the board of directors. President The
President shall preside at all meetings of the board of directors. At
the annual meeting the President shall present a report as to the status
and condition of the Association affairs. The
President shall appoint, discharge and fix the compensation of all employees
and agents of the Association other than the duly elected officers, subject
to approval by the board of directors. The
President shall sign and execute all contracts and agreements in the name
of the Association, as well as all notes, drafts or other orders for the
payment of money by the Association. The
President shall cause all books, reports and statements of the Association
to be properly kept and filed as required by applicable law. The
President shall be an ex officio member of all standing executive committees
of the Association, shall have the general power and duties of the Association,
shall have the general power and duties of management commonly vested
in the office of president of a corporation, and shall have such other
powers and duties as may be given by the By-laws or delegated by the board
of directors which is not inconsistent with the laws of the State of California
or the Articles of Incorporation. The
President shall enforce the By-laws and shall perform all the duties of
management vested in and incident thereto that office which are granted
by or required by law. The
President shall supervise, direct, and control the business and affairs
of the Association in his/her capacity as the chief executive officer of
the Association. Vice
President The
Vice-President shall assume and perform the duties of the President in
the absence or disability of the President, or whenever the office is vacant.
When the Vice-President so acts, he/she shall have all the powers
and duties or the office of the president. The
Vice-President shall perform such other duties and shall have such other
powers as the board or directors or the President shall authorize. Secretary-Treasurer The
Secretary-Treasurer shall have the care and custody of all the records
of the Association, and shall see to it that the books, reports, statements,
certificates and all other documents and records required by law are properly
kept and filed. The Secretary-Treasurer shall record the minutes of the
meeting of the Association and shall make provision for the permanent keeping
of the minutes in a minute book. The
Secretary-Treasurer shall attend to the giving of notice of all meetings
of the board or directors and executive committees in accordance with the
By-laws or as required by law. The
Secretary-Treasurer shall keep at the principal executive office a register
containing the names or all persons who are officers or directors, as well
as their addresses. The
Secretary- Treasurer shall keep all Association records available for inspection
by anyone who is lawfully entitled to such inspection and who has a proper
purpose. The
Secretary-Treasurer shall attest to signing of all instruments to be signed
and filed with the Secretary of State. The
Secretary-Treasurer shall have the care and custody of the Association's
seal and shall affix it in all appropriate cases to the Association's Instruments. The
Secretary-Treasurer shall attend to all correspondence and shall present
to the board of directors all official communications to the Association
received by the Secretary-Treasurer. The
Secretary-Treasurer when requested by a director or an officer or when
required by law shall certify as a true copy; a copy of the by-laws, a
copy of the minutes of any Association meeting or a copy of a duly adopted
resolution or the board of directors. The
Secretary-Treasurer shall have the care of, the custody of and the responsibility
for the Association's funds and securities. The Secretary-Treasurer shall
receive and deposit all such Association funds in such banks, trust companies,
safe deposit companies or other depositories as the President or the board
of directors may designate and shall give a receipt for all funds due and
payable to the Corporation. The
Secretary-Treasurer shall make, sign and endorse in the name of the Association,
all checks, drafts, notes and other orders for payment and shall payout
and disburse such sums under the direction of the President or the board
or directors The
Secretary-Treasurer shall render a report as to the Association's finances
at each regular meeting of the board of' directors and upon request
by the board for any special purpose. The
Secretary-Treasurer shall perform all the duties commonly performed and
incident thereto the office or a Secretary-Treasurer of a corporation. Section
6. Vacancy:The
board as soon as practicable shall fill any vacancy in any office. Section
7. Compensation:Officers
shall not be entitled to receive compensation except as allowed by law. ArticleVIII MISCELLANEOUS Section
1. Amendment of the Bylaws:These
Bylaws may be repealed or amended, or new Bylaws may be adopted at any
meeting, regular or special, of the directors by a 2/3 vote of the directors
present, provided notice of such change has been given at a previous meeting
of the organization, or by a 4/5 vote without previous notice. Section
2. Membership transfers:Member-associationship
shall in no instance be transferable Article
IX ASSOCIATION
CONTRACTS AND INSTRUMENTS Section
1. Execution:All
bills, notes, contracts. Checks, drafts, deeds, deeds of trust, mortgages
and any other instruments pertaining to the Association shall be made in
the name of the Association and shall be executed as authorized by the
board of directors or the By-laws. Section
2, Limitations on the Authority to Bind the Association: Except as otherwise
provided in the By-laws, any agent or officer of the Association may be
authorized to bind, execute or deliver any obligation which is in the name
of the Association on behalf of the Association, only if, the authorization
is made by a duly enacted resolution of the board of directors and entered
into the minute book of the Association. Unless so authorized, no agent
or officer shall have the authority to so bind or represent the Association. Article
X INDEMNIFICATION The
California Golf Course Superintendents Association shall indemnify any
and all persons who may serve or have served at any time as officers or
directors and their respective heirs, paid administrators, successors and
assigns, against any and all expenses, including amounts paid upon judgments,
counsel fees and amounts paid in settlement (before or after suit is commenced),
actually necessarily incurred by such person in connection with the defense
or settlement of any claim action, suit or proceeding in which they, or
any of them, are made parties, or a party, or which may be asserted against
them or any of them, by reason of being, or having been, an officer or
director of this association; except in relation to matters as to which
any such officer or director, or former officer or director, shall be adjudged
in any action, suit or proceeding to be liable for his/her own negligence
or misconduct in the performance of his/her duties. Such indemnification
shall be in addition to any other rights to which those indemnified may
be entitled under any law, bylaw agreement, or otherwise. Article
XI DISSOLUTION In
the event of the dissolution of the Association, after all liabilities
and responsibilities have been met, its assets shall be distributed in
accordance with the Internal Revenue Code concerning its exempt status
or in accordance with State law. The decision of distribution shall be
made by the Board of Directors,
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Revised March 26, 2010