SECTION 1. Qualifications and Terms of Office: Only Class A members who are actively employed as golf course superintendents are eligible for election as Officers or Directors of this Association. Officers and Directors ceasing active employment as golf course superintendents may serve for up to six months after cessation of employment.
There shall be an annual election for the following named officers who shall serve on the Board of Directors: President, Vice President and Secretary/Treasurer, who shall hold office for a period of one year or until their successors are elected and qualified and who shall perform the duties hereinafter prescribed for each of such officers.
There shall likewise be elected to the Board of Directors five members of this Association who shall be elected to two-year terms by the membership. An election shall be held each year for those Director positions whose terms are to expire. The Immediate Past President of this Association shall serve as an officer for the term of one year.
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 2. Vacancies: Vacancies occurring within the Board of Directors of the Association shall be filled by appointment by the President with the approval of the Board of Directors for the unexpired term.
SECTION 3. Duties and Powers of the Board of Directors:
(a) The Board of Directors shall have general charge and management of the affairs of the Association.
(b) A two-thirds (2/3) majority of the entire Board of Directors shall be required for the passage of any resolution or decision that will cause or incur any indebtedness that includes the execution of a mortgage or loan document that will carry past the time of the next annual election and thus impact the fiscal responsibilities and options of future boards of directors.
(c) The Board of Directors shall further cause to be made an audit of the Treasurer's books and shall make the audit available to the membership within 150 days of the end of the fiscal year.
(d) The expenses of all members of the Board of Directors incurred while attending to the business of the association shall be paid by the Association upon presentation of an itemized expense account.
(e) Removal: The Board of Directors shall have the power to remove or otherwise discipline any member of the board for violation of Article III, Prohibited Conduct of the Board of Directors Code of Ethics by a majority vote of the Board of Directors as set forth in Article V, Disciplinary Action, of the Board of Directors Code of Ethics.
SECTION 4. 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 or task groups except the Nominating Committee. All appointments to committees or task groups shall be subject to the approval of the President.
SECTION 5. Duties of the Vice President: In case of the absence or inability of the President, 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 become 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 the office of the 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 President.
SECTION 6. Duties of the SecretarylTreasurer: The Secretary/Treasurer shall be an officer of this Association and be present at all meetings of the Association and the Board of Directors, and shall be responsible for, and keep a record of, all the transactions at the meetings in a book, belonging to the Association, kept for such purposes. In case of emergency, the President shall have the authority to appoint a temporary Secretary for said meeting.
This officer shall ascertain proper notice, as stated in the Bylaws, has been given for all meetings of the Association and of the Board of Directors and shall be the custodian of corporate records and of the corporate seal, and shall perform all other duties usually performed by the Secretary of a like corporation and such other additional duties as may be required by the Board of Directors.
This officer 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, 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 by the Board of Directors, as well as make an annual report and such other reports that may be required by the Board of Directors.
SECTION 7. Position of CEO: The President, with the approval of the Board of Directors, shall employ a CEO who shall be the chief executive officer and an employee of the Association. This person's function shall be to put into effect the decisions of the Board of Directors, and otherwise advise, promote and carry out the objectives and purposes of the Association, as directed by the Board of Directors. His or her term of employment and compensation
shall be decided by the Board of Directors, but in no event can the Board of Directors; commit itself to a contract exceeding three years.