HI-LO DESERT GCSA
BYLAWS

ARTICLE I
NAME

The name of this organization shall be the Hi-Lo Desert Golf Course Superintendents Association.

ARTICLE II
MISSION STATEMENT

The purpose and objectives of this organization are for educational advancement and to unite the members of the Hi-Lo Desert Golf Course Superintendents Association into a cooperative group for the collection and dissemination of scientific and practical knowledge, thereby effecting a more efficient management of golf courses, and improving and enhancing the prestige and professionalism of its members.

ARTICLE III

Section I. Application for Membership: Application for Membership in the Association shall be made on forms furnished by the Board of Directors. Each applicant shall furnish evidence satisfactory to the Board of Directors of compliance with the requirements of the membership class desired. The Board of Directors may require that each application for membership contain the recommendation of two Class A Voting Members of the Association. The Board of Directors shall be the sole judge of an applicant’s qualifications for Membership. Commencing July 1, 1997 all new Class A and Superintendent applicants must concurrently join the GCSAA and maintain their membership thereafter. The GCSAA membership requirement does not apply to applicants who join before June 30, 1997.

Section II. Golf Course Superintendent – One who is entrusted with the maintenance, operation and management of a tract of land defined as a golf course. It is his or her responsibility to supervise the construction or 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. Certified Golf Course Superintendents are those individuals having met and maintained all of the qualifications set forth by the Golf Course Superintendents Association of America (GCSAA).
The term “Regular Member” as used herein shall mean only Class AA, Class A or Superintendent Members.

Section III. Membership Classifications: Class AA – Life Members – To qualify for a Life Membership, a Member must have reached the age of sixty-five (65), must have been a Regular Member for a minimum of twenty years (20), must have retired from active service as a golf course superintendent, or must have received the Distinguished Service Award from the Board of Directors. Active Class AA members shall have all privileges of the previously held classification of this Association. There shall be no dues.

Class A – Golf Course Superintendent Members: To qualify for Class A Membership, an applicant shall have, at the time of application for Membership, at least three (3) years of experience as a golf course superintendent and be employed in such capacity. Class A Members shall have all of the privileges of the Association.

Superintendent Member – Golf Course Superintendent
To qualify for Superintendent Membership an applicant shall have at the time of application for membership less than three (3) years experience as a Golf Course Superintendent and currently be employed in such capacity. Superintendent Members shall have all the privileges of the Association.

Class C – Assistant Golf Course Superintendent:
To qualify for Class C Membership an applicant shall be at the time of application for membership an assistant to a golf course superintendent and currently be employed in such capacity. Class C Members shall have all the privileges of the Association, except voting and holding office.

Affiliate – To qualify for Affiliate Membership, an applicant must be a business firm or governmental body interested in golf course management and/or in the growing or production of fine turfgrass, either individually or through employment by, or other affiliation with, a company, proprietorship or association who does not qualify for membership in another class. Affiliate Members shall have all the privileges of the Association except those of holding office. Voting privileges will be limited to electing the Affiliate liaison to the Board of Directors.

Educator- To qualify for class E Membership, an applicant must be an educator or extension officer. Class E Members shall have such privileges of the Association as the Board of Directors may specify by Standing Rules, except those of voting and holding office.

Honorary – To qualify for Honorary Membership, the individual must be recognized annually by the Board of Directors for contributing in an outstanding manner to this Association by profession or related field.

Honorary Members shall not be required to pay dues or assessments of the Association and shall have such privileges of the Association as the Board of Directors may specify by Standing Rules, except those of voting and holding office.

Student – To qualify for Student Membership, an applicant must be a full-time turfgrass student enrolled in a formal course of education. He or she must convert to another category of Membership within one (1) year after leaving school. Student Members shall have such privileges of the Association as the Board of Directors may specify by Standing Rules, except those of voting and holding office.
Scholar- To qualify for a Scholar Membership an applicant must be a full time or part student at College of the Desert. Scholar members shall have such privileges of the Association as the Board of Directors may specify by Standing Rules, except those of voting and holding office. No dues will be paid

Retired – Any Class A, Superintendent Member, Class C or Affiliate Member reaching age fifty-five (55), who is retired and no longer seeking employment within the scope of activities of any membership class of this Association, may apply to the Board of Directors in writing for Retired Membership, the annual dues for which shall be one-half (1/2) the amount paid by their previous classification. A retired Member shall have all of the privileges of this Association afforded the member in his or her immediate previous classification, with the exception of holding office.

Inactive – An Inactive Member is an individual who, by reason of employment, illness or other adverse circumstances, has been placed in this class upon his or her application. If upon reclassification to inactive status, an individual is currently holding office, it will be at the Board of Directors discretion by a 2/3 vote to allow or remove said officer or director from office. The Board of Directors shall have the authority to act on such application and to place a member on Inactive status subject to terms and conditions as the Board of Directors may specify by Standing Rules.

Associate – To qualify for Associate Membership, an applicant must be an individual interested in golf course management and/or in the growing or production of fine turfgrass. Associate Members shall have such privileges of the Association as the Board of Directors may specify by Standing Rules, except those of voting and holding office.

Section IV. Reclassification of Members: All reclassifications of Members shall be made by the Board of Directors in accordance with Standing Rules 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.
(a) Voluntary Reclassification: Any individual Member may request a change in his membership classification to accord with a change in his qualifications for Membership as set forth in Section Ill of Article Ill.
(b) Mandatory Reclassification: All Members, upon renewal of their annual membership, must clearly state their current membership status. This statement of employment status shall be based upon the Association’s officially accepted job titles or other commonly accepted listings of job titles. The Board of Directors, shall, upon receipt of this statement, determine the appropriate class of Membership for each individual and shall be empowered to alter the individual’s membership classification to properly reflect stated qualifications.

ARTICLE IV
DUES AND SUPPLEMENTAL ASSESSMENTS

Section I. Annual Dues: The annual dues increase set by the Board of Directors will not exceed $5.00 per year. A sum greater than this must be fixed at any annual meeting of the Association as approved by the Membership in attendance thereafter. Dues shall be payable annually in advance for the fiscal year January 1 through December 31.

Section II. Assessments: Where necessary, in the opinion of a majority of Members present or represented at any Annual or General Meeting, following a thirty (30) day notification detailing that the purpose of such meeting is for the payment of any existing deficit or potential deficit, there may be levied an assessment in addition to annual dues, to be paid by each Association Member; 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.

Section III. Extension of Time for Payment: The Board of Directors may at its discretion, for good cause shown, temporarily excuse or extend time of payments of annual dues or assessments for any member.

ARTICLE V
CONDUCT OF MEMBERS
LOSS OF AND RE-APPLICATION FOR MEMBERSHIP

Section I. – Non-payment of Dues: All Members, whose dues remain in arrears more than thirty (30) days following December 31, can be expelled from the Association without the necessity of further notice being given for such expulsion.

Section II. Prohibited Conduct: The following conduct is prohibited for Members of the Hi-Lo Desert Golf Course Superintendents Association.
(a) Violation of the Hi-Lo Desert Golf Course Superintendents Association Code of Ethics.
(b) Use of the Hi-Lo Desert Golf Course Superintendents Association for the purpose of promoting schemes, ideas or objects that are detrimental to the Association.
(c) Conduct unbecoming a member or inimical to the Association.
Conduct that is prohibited shall be cause for disciplinary action or expulsion from the membership in accordance with the procedure set forth in Section III of this Article.

Section III. Power of Board of Directors to Discipline or Expel Members: A Member may be disciplined or expelled by a two-thirds (2/3) 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 members’ due process rights.

Section IV. Reapplication for Membership: An expelled Member may reapply for Membership, no earlier than one year after the date of such expulsion, in accordance with the provisions of Article I. However, if expulsion was for nonpayment of dues or assessments, the Member may apply in less than one year if his new application is accompanied by remittance of such dues and assessments as were due at time of expulsion, plus a penalty (determined by the Board of Directors), in addition to any amounts otherwise due with such applications.

ARTICLE VI
VOTING

Section I. Voting members may exercise their vote through use of a proxy. A proxy may be exercised only by the person named in such proxy, who must be a voting member in good standing of the Association. Proxies may be exercised on votes on amendments to Articles of Incorporation, the Bylaws, and elections of Officers and Directors only.

Section II. The Board of Directors shall have the power to establish standing rules governing voting procedures at Association meetings.

Section III. Election Committee: The President shall annually appoint an Election Committee consisting of three (3) voting members of the Association who shall conduct the election activities of the Association at the Annual Meeting under the direction of the Chairperson. In addition to the Slate of Candidates recommended by the nominating committee, nominations will be accepted from the floor. When nominations have been closed, the election shall proceed in orderly fashion by ballot for all elected persons. However, if there is but one candidate for any office, the election may be held by voice vote. Election of the President and Vice President requires a majority vote. Directors are elected by plurality vote. All other issues shall be decided by a majority vote.

ARTICLE VII
OFFICERS AND BOARD OF DIRECTORS

Section I. Qualifications and Terms of Office: Only Class A and Superintendent Members who are actively employed as Golf Course Superintendents are eligible for election as Officers or Directors of this Association. Officers or Directors ceasing active employment as Golf Course Superintendents may continue service as a Board Director or Officer at the discretion of a 2/3 vote by the Board of Directors to remove or remain in such capacity. The President, Vice-President as elected and Secretary and Treasurer as appointed by the President shall be the Officers.

There shall likewise be elected to the Board of Directors (6) six class A or Superintendent Members of the Association who shall be elected by the membership. Three (3) Directors shall be elected at the annual meeting each year and their terms of office shall be two (2) years. The Immediate Past President of this Association shall serve as a Director for the term of one (1) year or until replaced by his successor.
The officers of this Association as hereinabove provided for, together with the Directors as constituted, shall constitute the Board of Directors of this Association. Each member of such Board of Directors shall be entitled to vote at the meeting thereof and a quorum necessary for the transaction of business shall not be less than the majority of said Board of Directors.

Section Il. Vacancies: Vacancies occurring in any office or in the Board of Directors of the Association shall be filled by appointment by the President with the approval of the Board of Directors. Appointments made under the provision of this Section shall be for the duration of the remainder of the term of the office of directorship vacated.

Section Ill. Duties and Powers of Board of Directors:
(a) The Board of Directors shall have general charge and management of the affairs of the Association.
(b) The Board of Directors shall at each annual meeting make a full report of its acts and doings during the preceding fiscal year and shall further cause to be made an audit of the Treasurer’s book and present reconciliation thereof to the Membership at such annual meeting. Copies of such report shall be available to all Members at said annual meeting.

Section IV. Duties of the President: The President shall during any period when the Board of Directors 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 of Directors. This individual shall preside at all meetings of the Association and Board of Directors and shall be an ex-officio member of all committees. This officer shall from time to time and as often as may be directed, submit reports to the Board of Directors and give such information touching affairs of the Association as may be required, and make such recommendations as he or she may think proper. The President shall appoint all committees. All appointments shall be subject to the approval of the Board of Directors except where action is required of such a committee or committees prior to any such meeting of the Board of Directors, such approval of appointment shall not be required.

Section V. Duties of the Vice President: In case of the absence or inability of the President to act, 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 President shall be vacant, the Vice President shall perform all duties of the President until the annual election or until a successor shall be duly elected. In the event that both office of President and Vice President shall become vacant or both officers are incapacitated, then the Board of Directors shall elect one of their members to fill the vacancy of the office of the President.

Section VI. Position of Secretary: One duly elected Director shall be appointed by the President to act as Secretary, said appointment to be approved by the Board of Directors. The Secretary shall be present at all meetings of Members of the Association and of the Board of Directors, and shall be responsible for and keep a record of all the transactions at the meetings.

He shall ascertain that due and proper notice, as provided by the Bylaws, has been given of all meetings of the Members of the Association and the Board of Directors, and shall be the custodian of the corporate records and of the corporate seal, and shall perform all the other duties usually performed by the Secretary of a like corporation and such other and additional duties as may be required of him by the President or by the Board of Directors.

Section VII. Position of Treasurer: One duly elected Director shall be appointed by the President to act as Treasurer; said appointment shall be approved by the Board of Directors. The 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. He shall oversee the deposit of all monies to the credit of the Association in such depositories as may be designated by the Board of Directors and shall invest all funds not needed and make current disbursements as shall be ordered by the Board of Directors, shall pay all bills subject to such rules as may be prescribed by the Board of Directors and shall keep such financial accounts and records as may be required of him by the Board of Directors, as well as make an annual report and such other reports as may be required by the Board of Directors.
The books of the Treasurer shall at all times be open for inspection by the members of the Board of Directors.

Section VIII. Positions of Affiliate Liaisons: Two Affiliate Representatives shall serve on the Board of Directors with alternating two-year terms. Voted to office by their peers (Affiliate and/or Corporate Affiliates only) at the Annual Election Meeting in September. The Junior representative becomes the Senior Representative in January when the newly elected Affiliate takes office. The newly elected Affiliate becomes the Junior Representative to begin serving a two-year term on the Board of Directors. Voting privileges at board meetings or other times requiring a vote is 1 vote each.

The officers of this Association as herein above provided for, together with the Directors as constituted, shall constitute the Board of Directors of this Association. Each member of such Board of Directors shall be entitled to vote at the meeting thereof and a quorum necessary for the transaction of business shall not be less than the majority of said Board of Directors.

ARTICLE VIII
MEETINGS

Section I. Board of Directors:
(a) Regular Meetings: The Board of Directors shall meet at a time and place designated by the President, Secretary, or Treasurer.
(b) Special Board of Directors Meetings: Special meetings of the Board of Directors may be called at any time by the President, or shall be called by him upon the request in writing, of a majority of members of the Board of Directors, provided, that if the President, having been so requested, shall refuse or fail to do so, then such special meetings may be called by any four (4) of the Directors. At least ten (10) days written or printed notice of the time and place of special meetings shall be given to members of the Board of Directors.
(c) Quorum: A majority of the Board of Directors constitute a quorum for the transaction of any business at any meeting of the Board of Directors.

Section II. Members.
(a) Chapter Meetings: The chapter meetings of this organization shall be held monthly at the discretion of the Board of Directors and Program Chairperson.
(b) Notice: Written or printed notice stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed or emailed to each member within a sufficient time period.

ARTICLE IX
AMENDMENTS

Section I. Procedure:
(a) These Bylaws may be amended at any annual meeting of the members, provided all amendments shall be presented in writing to the Bylaws Committee at least (60) sixty 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, together with its report. 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.
(b) 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 is mailed to each member at his or her last known place of address as registered in the books of the corporation prior to the special meeting.

Section II. Vote Required: A majority vote of all members present and voting, or represented by proxies shall be necessary for the adoption of any amendment.

ARTICLE X
OPERATING COMMITTEES

Section I. All operational committees are directly responsible to the Board of Directors in all matters of policy.
Each Committee Chairman will choose his own committee members.
All committees shall present reports covering their activities at each meeting of the Board of Directors.
All operating committees shall make requests for allocation of funds through the Board and shall then plan their activities within the financial allocation provided for them in the approved budget.
All requests for expenses not allocated in the approved budget will require review and expressed approval by the President.

ARTICLE XI
SPECIFIC RESPONSIBILITIES OF
OPERATING COMMITTEES

Section I.
When seeking nominees for Officers or Directors of the Hi-Lo Desert Golf Course Superintendents Association, it shall be the duty of the Board of Directors to comb the Class “A & Superintendent Members” for the caliber of individuals who can uphold the dignity, encourage the support, and stimulate the progress of the Association. The final nominating slate should list candidates taken from the professional ranks who are the best leaders and best thinkers of our time.

Section II. Election Committee: The President shall annually appoint an Election Committee which shall consist of three Members of the Association. At the time of election of Officers the Chairman of the Election Committee shall ask for, in addition to the nominees recommended by said Nominating Committee, further nominations from the floor and when said nominations shall be closed, said election shall proceed in orderly fashion by secret ballot upon all the nominations so submitted and made. However, if there is but one candidate for any office, that election may be held by voice or hand vote.

Section III. Bylaws: The bylaws should be reviewed every two years. At such time, the President will appoint a board member to oversee the review process. The bylaws should be kept up to date, and any changes shall be presented to the membership.

Section IV. Membership: The responsibility of this Committee shall be to study and put into action such means as are necessary for the promotion of membership interests in our Association.
It should also be the goal of this Committee to see that all Chapter Association Members become 100 percent National Members.
Membership drive quotas should be set up for each local area or group. Practical objectives should be set with periodic accounting in the form of publicity in our Association publications.
This Committee shall also review the situation of those members who might be dropped from our roster for any reason.

Section V. Editorial:(Is This Needed in the Bylaws. No current committee) This committee shall be responsible for preparation, review and analysis of the Association Publications including Rub of the Green, the Association newsletter, and the Membership Directory.
The Editorial Committee shall analyze editorial and production matters and be concerned with financial reports. Advertising will be encouraged as a means of financing publication. Matters of policy for the publication of the magazine shall be the responsibility of the Editorial Committee with the approval of the Board of Directors.

Section VI. Education: Responsibility shall belong to this Committee for accomplishing the primary objective of the Association, which is “The collection and dissemination of educational information.”
They shall organize and develop (subject to the approval of the Board of Directors) the education program for the monthly member and meetings and shall act as a clearinghouse in receiving and distributing information of an educational nature to all Members.

Section VII. Tournament: This committee shall be responsible for the overall supervision of the monthly and annual golf tournaments and for all activities associated with these events. In planning and administration of tournaments they shall work in close conjunction with the host superintendents and the host clubs.

Section VIII. Public Relations and Awards( Do we need this?): This committee shall be responsible for creating and extending good will and fellowship within the organization and between our Association and other allied interests such as golf professionals, club managers, industry, golf associations, research agencies and so forth.
They shall promote the profession and the Association through publications, meetings, displays, and by representation on programs and functions of other groups in golf, agriculture and industry.
An important activity will be selecting and making awards for achievement within the profession and allied interests, including the Citation of Performance Awards, Educational Program Awards, Awards of Merit, Scholarship Awards and others as selected.
Further, this Committee shall consider the possibility of planning, performing or contracting professional publicity services as needed.

Section IX. Allied Association: An affiliate chairman will be elected by the Board of Directors for a term of two (2) years. The Senior Representative on the board of Directors shall chair this committee. This committee shall review with other golf course and turf management related associations. The committee will recommend to the Board of Directors what actions or positions will best reflect or demonstrate to the Allied Association group the intentions and goals of the Association.

This committee will be responsible for the planning and administration of the Annual Association winter holiday party. It will be responsible for the continued development of good will and public relations in conjunction with other associations, and shall coordinate and cooperate in multi-association endeavors which the Board of Directors has concluded will further enhance the game of golf, our profession and most importantly, our members.

Section X. Ethics / Internal Affairs : The committee shall receive and investigate all allegations of misconduct on the part of any Hi-Lo Members. Upon receipt of any claim of misconduct, the committee shall contact each interested party to ascertain the validity and seriousness of the complaint. Following such an investigation, the committee shall recommend whatever action they deem appropriate to the full Board of Directors for final resolution.
The committee shall also conduct a continuous review of the Code of Ethics and make recommendations to the Board of Directors
Section XI. Research/Scholarship/ Benevolent Committee: The Research/Scholarship Committee will consist of 1 Board of Director but does not necessarily have to chair the committee. The Board of Director will act as the liaison between said committee and the Board of Directors of the Association.
The committee will be charged with raising funds through contributions, events or tournaments to be used for turfgrass research, scholarship funds, and benevolence. All expenditures and donations will be approved by the Board of Directors by majority vote of which a written recommendation for such expenditures must be signed and submitted by the Chairman of the Research/Scholarship/Benevolent committee.

Section XII. Other Committees: Nothing herein contained shall be construed to prohibit the appointment of other committees by the President for the advancement of the Association.

Section XIII. Limitations on Powers of Committees: No committee shall have authority to bind the Association for the payment of money or the performance of any contract, such authority hereby being reserved expressly unto the Board of Directors, or the duly authorized and elected Officers of this Association.

Article XII

Section 1. Indemnification: The 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, council 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 or any claim, action, suit or proceeding in which they, or any of them are made parties, or a party, or 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 officer or director, or former officer or director, shall be adjudged in any action, suit or proceeding to be liable for those acts and omissions arising out of his or her willful misfeasance. Such indemnifications shall be in addition to any other rights to which those indemnifications may be entitled including such immunities under any law, bylaw agreement, or otherwise.

Article XIII

Section I. Dissolution: In the event 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.