ALABAMA GOLF COURSE SUPERINTENDENTS ASSOCIATION, INC.
An Alabama Nonprofit Organization
Article I. Offices
The principal office of the corporation shall be located at 4154 River View Cove, Birmingham, AL 35243, P.O. Box 661214, Birmingham, AL 35266-1214. The corporation may have such other offices¬, within and without the State of Alabama, as the Board of Directors¬ may determine or as the business of the corporation may require.
The registered office of the corporation, required by the Alabama Nonprofit Corporation Act to be maintained in the State of Alabama, may but need not the same as its principal office in the State of Alabama. The address of the registered office may be changed from time to time by the Board of Directors in the manner provided in the Alabama Nonprofit Corporation Act.
Article II. Code of Ethics
Section 2.1 Observance. In the fulfillment of the purpose to which it is dedicated, the Association enjoins upon its membership rigid observance of this code of ethics. The name Golf Course Superintendents must be a synonym and pledge of honor, service and fair dealings. His professional integrity to the growing of fine turf and a sense of his great responsibility to employers and employees, and to his brother Superintendents, transcends thought of material gain in the motives of the true Golf Course Superintendent.
Section 2.2 Violation. A member shall be deemed to have violated the Code of Ethics by:
A) Abusing the privileges extended to members of the Association or in any way causing embarrassment to fellow Golf Course Superintendents.
B) Failing to meet obligations promptly, or being guilty of conduct likely to injure the reputation and standing of the Association or any of its members.
Disciplinary action may be taken by the Board of Directors for a breach of this code.
Article III. Purposes
Pursuant to the purposes of the corporation set forth in the Articles of Incorporation, the Association shall specifically have the following goals:
A) To raise the standards of the members and thereby lend dignity and prestige to their profession.
B) To improve business conditions in the golf course industry by providing a convenient and effective means for members to aid one another in their various turf problems.
C) To further the knowledge of its members in phases of turfgrass maintenance.
D) To promote research and development of specialized turf and grasses for use on golf courses.
Article IV. Policies
Section 4.1 No Self-Promotion. No member shall at any time use his affiliation with this Association for the purpose of promoting schemes or ideas for the purpose of private or financial gains.
Section 4.2 Self-Improvement. This Association shall constantly try to improve the knowledge and effectiveness of golf course superintendents by providing a vehicle for the free exchange of experiences and ideas.
Section 4.3 Help Request. Any member of the Association will honor requests for technical help from golf courses only when channeled through the Superintendent of the course making the request.
Section 4.4 Other Agencies. This Association may cooperate with other organizations and agencies active in matters pertaining to turf and turfgrass maintenance.
Article V. Members
Section 5.1 Membership Classes.
Class AA - Life Members: To qualify for Life Membership, a member must have been a Class A member of the Alabama Golf Course Superintendents Association (including membership prior to incorporation of the Association) for at least twenty (20) years and must have retired from active services as a Golf Course Superintendent. A Life Member shall have all the rights and privileges of the Association except that of holding office and shall be excused from payment of annual dues and assessments.
Class A - Golf Course Superintendent Member: To qualify for Class A Membership, an applicant shall have, at the time of application for membership, at least three (3) years experience as a Golf Course Superintendent and be employed in such capacity. Class A members shall have all the rights and privileges of the Association.
Class SM - Golf Course Superintendent Member: To qualify for Class SM Membership, an applicant shall have at the time of application for membership, less than three (3) years experience as a Golf Course Superintendent and be employed in such capacity. Class SM members shall have all the rights and privileges of the Association.
Class C - Assistant Golf Course Superintendent Member: 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 be employed and shall be presently employed in such capacity. Class C members shall have all the rights and privileges of this Association except the rights to vote or hold office.
Class D - Retired or Inactive Affiliated Member: Any member of other than Class A, B, or C, who by reason or employment, illness or other adverse circumstance, or by reaching age sixty(60), who is retired and no longer seeking employment within the scope of activity of any membership class of the Association, and who does not qualify for any type of membership class may apply to the Board of Directors in writing for a Class D membership, the annual dues which will be on half (1/2) the amount paid by all other classes of members, except Class S members. A Class D member shall have all the privileges of this Association except for holding office.
Class E - Associate Member: To qualify for Associate Member, an applicant must be a person directly connected with turf growing and maintenance or sufficiently interested in our profession to work for the benefit of the Association. A Class E member shall have all rights and privileges of the Association including the right to vote in the election of an Associate Member to the Board of Directors, but shall have no other right to vote.
Class F - Affiliate Member: To qualify for Affiliate Membership, an applicant must be an individual interested in golf course management and/or in the growing or production of fine turfgrass, either individually or through employment by, or affiliation with, a company, proprietorship or association, and who does not qualify for membership in another class.
Class H Honorary Member: Any person whom the membership feels has contributed notable and conspicuous service to the betterment of turf and whom the membership wishes to so honor by their vote may become a Class H Member. Class H members must not exceed seven (7) members at any time. Class H members shall not vote or hold elected office.
Class S - Turfgrass Students: To qualify for Class S Membership, an applicant must be a turfgrass student enrolled in a formal course of education. A Class S Member shall have all rights and privileges of the Association except those of voting and holding office.
Section 5.2 Annual Dues. Annual dues shall be payable by Class A, Class SM, Class C, Class D, Class E and Class S members on January 15th. The amount thereof shall be determined by the Board of Directors. Proposed dues increases will be published to the membership prior to implementation. The annual dues for Class S membership will be waived. Class E membership dues will be set by the Board of Directors.
Section 5.3 Re-Classification. Re-classification of membership status will take place in January of each year, except that a member can request re-classification any time during the year on the presentation of supporting evidence to the Board of Directors. The Board of Directors shall be the sole judge of all membership classification.
Section 5.4 Qualifying Privilege. The privileges of making motions, debating and voting at meetings shall be limited to members of the Association whose dues are not in arrears.
Article VI. Application for Membership and Suspension
Section 6.1 Application. Application for membership shall be made to the Membership Committee upon forms furnished by the Association Secretary. Application forms shall show such information as the Board of Directors deems necessary to judge qualifications of the applicant and establish classification.
Effective July 1, 1997, each applicant for Class A or SM membership must also present an application for membership or evidence of membership with the Golf Course Superintendents Association of America and shall maintain such membership thereafter.
Section 6.2 Suspension and Re-instatement. Members shall be automatically suspended for non-payment of dues, provided thirty (30) days notice has been given in writing by the Secretary to such delinquent member. Re-instatement may be made upon the full payment of dues in arrears and reapplication, subject to approval of the Board of Directors.
Article VII. Officers and Directors
Section 7.1 Positions. The officers of the corporation shall consist of a president, a vice president, and a secretary/treasurer, each of whom shall be a Class A or B member of the Golf Course Superintendents Association of America. The vice president shall be elected by the members of the Association and installed at the annual meeting for a term of one year. The vice president shall serve until his successor is elected. The vice president shall become the president upon the termination of his term as vice president, the then president shall become the past president, and the past president shall be removed from office. The president will appoint the secretary/treasurer with the Board of Directors approval.
The Board of Directors will consist of five (5) members in good standing. The majority of directors should be Class A or Superintendent members with the option of one Class C member. Two Directors will be elected by the members of the Association each year and serve for a term of two (2) years. The fifth director shall be the past president of the Association and his term of office shall be one year, or until replaced by the next succeeding past president. A majority of the Board of Directors shall be Class A or B members of the Golf Course Superintendents Association of America. An Education Director will be appointed to serve on the Board of Directors by the President of the Board. The Education Director will not have voting privileges, but will serve as educational advisor to the Chapter and as university liaison.
Section 7.2 Additional Directors. The president and vice president of this Association shall be ex-officio members of the Board of Directors.
Section 7.3 Nomination of Officers and Directors. Nomination of officers shall be made by a Nomination committee consisting of the past president, the president and a Class A member appointed by the president. This committee shall report to the membership a slate of officers and directors to be filled at least thirty (30) days prior to the annual meeting. Nominations may be made from the floor, provided consent of the nominees has been secured at the annual meeting.
Section 7.4 Vacancies. An office is deemed vacant when the holder of an office either resigns, moves out of the State of Alabama, is not employed as a Golf Course Superintendent for a period exceeding six (6) months, or fails to attend two (2) consecutive Board Meetings. The Board of Directors may make exceptions. The Board of Directors shall fill vacancies in offices for the remainder of such officer or director’s term.
Section 7.5 Officers.
A) President - The president shall preside at all meetings of the Association and the Board of Directors, shall appoint special committees, and shall perform all other duties usually pertaining to the office.
B) Vice President - The vice president shall perform the duties of the president in the absence or inability of that officer to act, and shall assist the president when called upon.
C) Secretary/Treasurer - The secretary/treasurer shall keep accurate records of all meetings of the Association and of the Board of Directors. He shall forward all records to the Executive Director to be documented and kept for historical review. As treasurer he will be responsible for receiving all monies paid to the Association other than dues which will be collected by the Executive Director. The secretary/treasurer shall be prepared to present a written statement of account when requested to do so at any regular meeting of the Association.
Article VIII. Meetings of Directors
Section 8.1 Meetings of Directors. Meetings of the Board of Directors, regular or special may be held within or without the State of Alabama. A regular meeting of the Board of Directors which shall be the annual meeting of the Board of Directors, shall be held without notice immediately after, and at the same place as, the annual meeting of members. Other regular meetings may be held upon such notice, if any, and at such time and place as determined by resolution of the Board of Directors. Special meetings of the Board of Directors may be called by the president or by any two (2) directors on five (5) days notice to each director, which notice either (i) may be in writing. (A) delivered personally, (B) delivered by mailing to a director at his address as it appears in the records of the corporation or C) delivered by telegram; or (ii) may be verbal given either in person or by telephone. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice, if any is required, of such meeting.
Section 8.2 Meeting by Telephone. Members of the Board of Directors or any committee designated thereby may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
Section 8.3 Quorum. A majority of the whole number of members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If less than a majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 8.4 Acts of the Board. The act of a majority of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 8.5 Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors or other committee at a meeting may be taken without a meeting if a consent in writing, setting forth the the action so taken, shall be signed by all of the directors or all the members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote of the directors or the members of such committee.
Section 8.6 Meetings of Members The annual meeting of the members, commencing with the year 1992, shall be held on the ¬¬¬¬¬______ of November in each year if not a legal holiday in the State of Alabama, and if a legal holiday, then on the next succeeding business day not a legal holiday or on such other date as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, for the purpose of electing officers and directors and for the transaction of such other business as may come before the meeting. If the election of officers and directors shall not be held on the day designated herein for the annual meeting of the members, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as may be conveniently held.
Section 8.7 Place of Meetings. Annual and special meetings of the members shall be held at the principal office of the corporation in the State of Alabama, or at such other place, within or without the State of Alabama, as may be designated by the Board of Directors or the person or persons calling the meeting and stated in the notice of the meeting.
Section 8.8 Notice of Meetings. Written notice of meetings of the members, stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears in the records of the corporation, with postage thereon prepaid.
Section 8.9 Registration Fee. A registration fee per meeting, to be used to defray expense of meetings, may be established by the Board of Directors, or as directed by the Board of Directors.
Section 8.10 Proxies. At all meetings of members, a member may vote in person or by proxy executed in writing by the member or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
Section 8.11 Quorum. Unless otherwise provided in the articles of incorporation, members having one-tenth (1/10) of the votes entitled to be cast represented in person or by proxy shall constitute a quorum at a meeting of members.
Section 8.12 Voting Rights. Each member entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of members. If a quorum is present, the affirmative vote of a majority of the votes entitled to be cast by the members present or represented at the meeting shall be the act of the members, unless the vote of a greater number or voting by classes is required by the Constitution of Alabama, the Alabama Nonprofit Corporation Act, the articles of incorporation or these bylaws
Section 8.13 Action by Members Without a Meeting. Any action required or permitted to be taken at a meeting of the members may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
Article IX. Board of Directors
Section 9.1 Duties. The Board of Directors shall have the general management and supervisory control over the affairs of the Association. The duties of the Board of Directors shall include:
A) To transact necessary business in the intervals between Association meetings.
B) To approve plans of work of committees.
C) To fill vacancies.
D) To present a report at the regular meetings of the Association.
Section 9.2 Standing Committees: The Board of Directors shall create Standing Committees on:
E) Publications and Public Relations
Such committees will have such duties and powers as are delegated to them by the Board of Directors.
Article X. Amendments
These bylaws may be amended by vote of a majority of all the members of the Board of Directors, but no Amendment may be made so as to avoid any limitations imposed by the articles of incorporation of the Association as they may exist at any time.
Article XI. Executive Director
Section 11.1 Hiring of an Executive Director. If the Board of Directors deems necessary, and for as long as it deems that work loads are of a sufficient volume to warrant, it may hire an Executive Director either on a full time or part time basis.
Section 11.2 Duties of the Executive Director. The Executive Director shall handle all matters deemed necessary or appropriate by the Board of Directors for the day-to-day operation of the Association, including but not limited to, having printed and mailed to all Association members and others as requested, all materials, letters, and periodicals deemed necessary or appropriate by the Board of Directors.
Section 11.3 Qualifications and Compensation. The Executive Director should have a dynamic desire to promote the goals of the Association. The compensation of the Executive Director shall be set by the Board of Directors based on (1) the qualifications of the Executive Director; (2) the duties given the Executive Director by the Board of Directors and (3) the financial ability of the Association.
Section 11.4 Termination. The office of the Executive Director may be terminated with thirty (30) days notice by a majority vote of the Board of Directors at a regular or special meeting.
Section 11.5 Committee Status of Executive Director. The Executive Director shall not be a member of the Board of Directors and will have no voting privileges on the Board of Directors.
Article XII. Continuation as Incorporated Association
Prior to the date of incorporation of the Association, the Association had been operated as an unincorporated association. All members, officers, and directors of the unincorporated Association shall continue in their respective memberships, offices or directorships, in a manner and for such term as would have occurred had the Association not been incorporated.
Article XIII. Exculpation of Directors, Officers and Members
Section 13.1 Acts of Director. No director, officer, or members shall be liable to anyone for any acts on behalf of the corporation or any omissions with respect to the corporation committed by such director, officer, or member except for his or her own willful neglect or default.
Section 13.2 Acts of Other Directors. No director, officer, or member shall be liable to anyone for any act of neglect or default on the part of any one or more of the other directors, officers or members in the absence of specific knowledge on the part of such person of such neglect or default.
Section 13.3 Indemnification of Directors, Officers and Others. The Board of Directors shall indemnify any member of the Board of Directors or officer or member, or former member of the Board of Directors or former officer or member or any person who is serving or who has served at the request of the Association as director or officer of another corporation, whether such other corporation be for profit or not for profit, in which the corporation owns shares of capital stock or of which it is a creditor, against expenses (including attorney’s fees) actually and reasonably incurred by him in connection with the defense of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall have been adjudged in such action suit or proceeding to be liable for negligence or misconduct in the performance of his duty with respect to the matter in which indemnity is sought. By order of the Board of Directors, the Association may, under comparable terms and limitations, indemnify employees and agents of the corporation with respect to activities within the scope of their services.
Section 13.4 Insurance. Nothing herein provided shall limit or otherwise affect the power of the Association to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Association or is or was serving at the request of the Association in any of such capacities with respect to another corporation, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Association would have the power or would be required to indemnify him against such liability under the provisions of these bylaws or any applicable law. To the extent of such insurance operates to protect any person against liability, the Association’s obligation to indemnify shall be deemed satisfied.
Article XIV. 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.