Model Bylaws

Bylaw building block for newly formed chapters

NAME AND LOCATION
The name of the Association shall be ____________ with its principal office at _________________ (Address), City of _____________, County of __________, State of __________. The Association may have such other offices as may from time to time be designated by its members or executive committee.

STATEMENT OF PURPOSE
The purposes of the GCSAA shall be to provide for and enhance the recognition of the golf course superintendent as a professional, and to collect and disseminate information on a state-wide basis to assist our members in providing for better maintenance and construction of our golf courses.

MEMBERSHIP
Section 1. Application for Membership:
Applicants for membership shall be approved by the Board of Directors. The Board of Directors shall be the sole judge of an applicant's qualifications for membership. The Board of Directors of the Association shall adopt Standing Rules for Membership, and shall have the authority to establish qualifications, privileges and dues for all classes of membership. * Note: some chapters may have less sophisticated membership classes which may include voting members and associate and/or affiliate. The key distinction for purposes of evaluating chapter bylaws for consistency with GCSAA bylaws will be the ability of members other than class A Golf Course Superintendents to vote on matters concerning the business and operation of the chapter.
Section 2. Class of Membership. (Compare to GCSAA's).

DUES AND SUPPLEMENTAL ASSESSMENTS
Annual dues required for membership in the Association shall be determined by the vote of the active members on recommendation of the Board of Directors. Dues may be varied from year to year but shall be determined by the classifications of the members.

CONDUCT OF MEMBERS
Section 1. Nonpayment of Dues or Assessments: All members whose dues are not paid in advance of the fiscal year may have services and benefits suspended. All members whose dues shall remain unpaid more than ___ days past the first day of the fiscal year, or after the due date of any assessment, shall be dropped from the membership roll of this Association without further notice.
Section 2. Prohibited Conduct: The following conduct is prohibited for members of the Association:
(a) Violations of the Association Code of Ethics.
(b) Use of the Association affiliation 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.
(d) Submitting false information on an application for membership or in a dues statement.
Conduct that is prohibited shall be cause for disciplinary action or expulsion from the membership in accordance with the procedure set forth in Section 3 of this Article.
Section 3. Procedure for Disciplining or Expelling a Member: A member may be disciplined or expelled by (two-thirds or three-quarters) vote of the Board of Directors. Any member or applicant who is subject to the disciplinary action who has been rejected for membership shall have the right to notice and an opportunity to be heard concerning such rejection for membership. Upon written request from the aggrieved party, the Board of Directors shall provide within thirty (30) days a written explanation of their action and give notice of a hearing which hearing gives aggrieved party an opportunity to be heard with respect to the action taken. Notice is to be in writing, delivered by certified mail. No hearing shall be held unless the aggrieved party gives notice of his appeal to the Board of Directors' action within thirty (30) days of receipt of the written explanation of the Board's action taken. (Some states require such due process rights).

VOTING
Section 1. Voting Procedures: Board of Directors shall have the power to establish standing rules governing voting procedures at Association meetings.
Section 2. Proxies: Voting members may exercise their vote through the use of a proxy. 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, elections of officers and directors and any other such matters as the Board of Directors shall designate.
Section 3. Elections: Officers and Board of Directors' Members whose such offices expire shall be elected annually at a time and place of the regular annual meeting who receive a majority (or otherwise designated by the chapter) of the votes so cast shall be elected. (Required under the Affiliation Agreement).
Publication of Vote: Optional. (See GCSAA's Bylaws).

OFFICERS AND BOARD OF DIRECTORS
Section 1. The affairs of the Association shall be managed by a Board of Directors. It shall be their duty to carry out the objectives and purposes of the Association, and to this end they may exercise all powers of the Association.
Section 2. Qualifications: Only members of the Association actively employed as Golf Course Superintendents shall be eligible for election as officers. A majority of the Board of Directors must be members of GCSAA. Associates, affiliates or other commercial liaisons may be appointed to the Board of Directors but may not hold any office in the Association and may not vote on matters involving the operation of the Chapter. (The intent of this provision is to ensure that the Board of Directors are members of GCSAA.)
Section 3. Duties and Powers of the Board of Directors:
(a) Board of Directors shall have the general charge and management of the affairs of the Association and/or a quorum necessary for the transaction of business shall not be less than a majority of said Board of Directors excluding such board members who are not voting members of the Association.
(b) Board of Directors shall at the annual meeting make a full report of its actions during the proceeding fiscal year and pursuant to reconciliation thereof to the membership at such annual meeting. Copies of such reports shall be available to all active members at said annual meeting and a copy thereof of the annual report describing the actions of the Association during the preceding fiscal year and a summary of the annual chapter financial statement shall also be provided to GCSAA.
(c) The expenses of all members of the Board of Directors in attending annual and board meetings, including transportation, hotel room, rental bills, and a fixed per diem fee in an amount to be determined by the Board of Directors shall be paid by the Association upon preparation of an itemized expense account. No officer or member of the Board of Directors shall receive any compensation for their service.
(d) To adopt rules and regulations governing the conduct of the Association management.
(e) To chair and serve on committees as assigned by the President.
(f) To carry out other duties as commonly vested in members of the Board of Directors of an Association.
Section 4. Officers: There shall be an annual election where the following named officers shall serve on the Board of Directors: President, Vice President and Secretary/Treasurer, who shall hold the office for such period as designated by the Board of Directors. Only such active members of the Association are eligible to serve as officers of the Association.
Section 5. Duties of the President:
(a) Preside over all Board of Directors and annual meetings.
(b) To appoint all committees.
(c) To hire, fire and set wages for employees, Board approval.
(d) To see that records and books of the Association are properly kept.
(e) To serve as ex-officio member of all committees.
(f) To carry out the business of the Association with approval of the Board of Directors.
(g) To have signatory authority on all affairs of the Association.
(h) To carry out all other duties commonly vested in the office of President of the Association.
Section 6. Duties of the Vice President:
(a) To carry out all the duties of the president in his absence. In doing so, he shall have all the authority and power of the office of president.
(b) To have the signatory authority in all affairs of the Association.
(c) To carry out the duties commonly vested in the office of vice president.
Section 7. Duties of the Secretary/Treasurer:
(a) To have and care, custody of all records of the Association, and to see to it the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed.
(b) To have recorded, the minutes of all Board of Directors and annual meetings, and shall keep a permanent record of all meetings.
(c) To give notice of all meetings as required by the bylaws.
(d) To have the care, custody and responsibility of the Association funds and securities and to make timely reports of such funds as required by the Board of Directors.
(e) To be responsible for all legal affairs of the Association and to make and file any reports and documents as required by law.
(f) To have signatory authority for all affairs of the Association.
(g) To carry out all other duties commonly vested in the office of Secretary/Treasurer.
Section 8. Vacancies: Vacancies occurring in any office or in the Board of Directors of the Association shall be filled by appointment by the president with approval of the Board of Directors for the unexpired term.

COMMITTEES
Standing and special committees may be established by the president of the Association with the consent of the Board of Directors at any time with specified authority and responsibilities as directed by the Board of Directors. Nothing herein contained shall be construed to prohibit the appointment of other committees by the president with the approval of the Board of Directors for the advancement of the Association. (Committee section of the bylaws would be optional, but suggested so as to give the Board of Directors and president power to appoint committees if necessary. If not included, and committees are subsequently appointed, there may be an allegation that committees have no power to actually perform any function if there is not a bylaw provision for their establishment).

MEETINGS
Section 1. Board of Directors: The Board of Directors shall meet at such intervals at such times as determined by the Association, but at least twice a year at a time and location suitable to a majority of the board members of the Association. The secretary shall give notice at least ____ days, written or printed notice of the time and place of such meeting. (State law may require specific time frame here). Special meetings of the Board of Directors may be called from time to time by the president or other such member of the board upon request. The members may execute a waiver of notice thereby waiving any formal written notification requirement of such special meetings. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 2. Annual meetings of the Association shall be held during the month of _________, each year unless otherwise ordered by the Board of Directors for election of officers, receiving reports and the transaction of other business. Notice of such meetings shall be open to all members. Notice of such meetings shall be issued by the secretary and shall be mailed to the last recorded address of each member at least ____ days for the time appointed for the meeting. In addition to the annual meeting, three other meetings of the membership shall be held at a location and time so specified by the Board of Directors. (See Affiliation Agreement requiring four meetings per year). (Again, state law may dictate the notice requirement for such meetings). GCSAA has a minimum of thirty days which is considered to be reasonable under the law). To be considered a quorum, _______ number of voting members must be physically present at the annual meeting to constitute a quorum. (State law may dictate the number of members required to be present to conduct business and vote on Association matters. Usually a majority of the active members is recommended.)
Section 3. All meetings of the Association shall be conducted in accordance with the latest addition of Roberts Rules of Order, or such parliamentary authority as designated by the president.

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, 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 of which may be asserted again 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 those acts and omissions arising out of his or her willful misfeasance. Such indemnification shall be in addition to any and all other rights to which those indemnified may be entitled including such immunities under any law, bylaw agreement or otherwise.

DISSOLUTION
In the event of dissolution of the Association, after all liabilities and responsibilities have been met, its assets shall be distributed in accordance with the law of the state for which the Association is to be dissolved. The decision for distribution shall be made by the Board of Directors.

AMENDMENTS
These bylaws may be amended at any meeting of the members, provided the proposed amendments are written and such notice of such meeting shall be submitted to such members _____ days in advance of the meeting in writing requiring a (majority, two-thirds, or three-quarters) vote of all members present and voting. (State law may dictate the notice requirement and percentage vote required to amend the bylaws). Before any amendments to the bylaws are formally presented to the Association for consideration, the proposed amendments must be submitted to GCSAA, at the request that the proposed amendments to the bylaws be reviewed for conformity. (Consistent with Affiliation Agreement).

ASSOCIATION CONTRACTS AND INSTRUMENTS
Execution of all bills, notes, contracts, checks, drafts, deeds of trust, mortgages and 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 and bylaws. Except as otherwise provided in the bylaws, 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 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. (This is strictly an optional bylaw provision, but to avoid liability due to unauthorized acts of officers or directors or other members of the Association.)

INSIGNIA AND SEAL
The secretary of the Association should procure for use a corporate seal which should state the corporate name and shall contain such other additional insignia as the Board of Directors shall approve. (Optional).