GCSAA Articles of Incorporation
FIRST: The name of this Corporation is GOLF COURSE SUPERINTENDENTS
ASSOCIATION OF AMERICA.
SECOND: Its principal office and place of business is to be located
at 1421 Research Park Drive in the City of Lawrence, County of Douglas, State of
Kansas, and is a Delaware Corporation. The resident agent in the State of Delaware
in charge thereof is The Corporation Trust Company, at 1209 Orange Street, in the
City of Wilmington, County of New Castle. The resident agent in the State of Kansas
in charge thereof is The Corporation Company Inc., at 515 South Kansas Avenue, in
the City of Topeka, County of Shawnee.
THIRD: The purposes for which this Corporation is formed are:
(a) To provide for and enhance the recognition of the golf course superintendent
as a professional.
(b) To advance the art of greenkeeping and the science of turfgrass management;
to collect and disseminate information concerning efficient and economical management
of golf courses and related environmental issues.
(c) In general, to have all the powers conferred upon a corporation by the laws
of the State of Delaware which are consistent with the Certificate of Incorporation
and the Bylaws of this Corporation.
FOURTH: This Corporation shall be a corporation not-for-profit
and shall not have any capital stock. The conditions, qualifications, privileges
and obligations of membership shall be as set forth in the Bylaws of the Corporation.
Provision may also be made in the Bylaws for one or more classes of members who
shall have no voting power.
FIFTH: The names and places of residences of each of the incorporators
of the Corporation are as follows:
SIXTH: The Corporation shall have perpetual existence.
SEVENTH: The private property of the members shall not be subjected
to the payments of the corporate debts or liabilities to any extent whatever.
EIGHTH: Board of Directors: The Board of Directors shall not be
less than six in number.
Board of Directors: The business of the Corporation shall be managed by the Board
of Directors composed of the Directors and the Officers.
Said Board of Directors shall have full power to act within its discretion in the
performance of the objectives of the Association for its benefit and that of its
members; shall have supervision over the Officers of the Association and shall supervise
the expenditure of monies paid into its treasury and shall have full authority to
act in all matters not inconsistent with this Certificate of Incorporation, general
law or Bylaws.
NINTH: Beneficiary and Death Benefit Funds. The Bylaws may provide
for the assessment, collection, administration and payment of
(a) A Benevolence Fund for disabled and needy members or their families.
(b) A Beneficiary Fund for the widows or families of deceased members.
TENTH: Both members and Board of Directors shall have the power,
if the Bylaws so provide, to hold their meetings and have one or more offices within
or without the State of Delaware and to keep the books of this Corporation subject
to the provisions of the statutes outside the State of Delaware at such places as
may from time to time be designated by the members or Board of Directors.
ELEVENTH: The Certificate of Incorporation of this Corporation
may be amended if two-thirds (2/3) of the whole number of the Board of Directors
at a meeting thereof shall adopt a resolution declaring that the amendment is advisable
and shall vote in favor of such amendment and if such amendment shall be adopted
by two-thirds (2/3) of the members of this Corporation present or represented by
delegates or proxies and entitled to vote at the next annual meeting of this Corporation
held after the adoption of such resolution and such vote by the Board of Directors.
TWELFTH: Provision may be made in the Bylaws of the Association
for the representation of voting members, with their consent, at all meetings, by
the voting delegate of the Affiliated Chapter of this Association to which such
members belong, in lieu of their voting in person or by proxy.
We the undersigned for the purpose of forming a corporation, not-for-profit under
the laws of the State of Delaware, and in pursuance of an Act of Legislature of
the State of Delaware, providing for a general corporation law, approved March 10,
1899, and the acts amendatory thereof and supplemental thereto, do make and file
this Certificate and do declare and certify that the facts therein stated are true,
and have accordingly thereunto set our hands and seals this 21st day of May, 1928.
In presence of
BERTHA R. THOMAS
JOHN McNAMARA (SEAL)
JOHN QUAILL (SEAL)
EMIL LOEFFLER (SEAL)