Bylaws

ARTICLE I

Section 1.  Name
The name of this association shall be the Virginia Golf Course Superintendents Association, a nonprofit association, and is referred to in these Bylaws as “the Association.”

Section 2.  Location
The office and mailing address of the Association shall be designated by the Board of Directors.

Section 3.  Fiscal Year
The Association year shall be the calendar year.

Section 4.  Object
The purpose of this Association is to enable golf course superintendents in the Commonwealth of Virginia to be unified, affiliated, and represented on a state and national level. The purpose is further to promote networking, education and professional growth for golf course superintendents throughout the Commonwealth of Virginia.
 
Section 1.  Officers
The officers of this Association shall be the President, Vice-President, Secretary-Treasurer, and Past President Ex-Officio.  They shall be elected by the External Vice Presidents at the annual meeting and shall serve for a period of one year, unless re-elected, or until their successors are elected.  All officers must be GCSAA Class A or Class B members who are actively employed as superintendents.

Section 2.  Board of Directors

• A.    The Board of Directors shall consist of the President, Vice-President, Secretary-Treasurer, Past President, five external Vice-Presidents and three at-large positions, an assistant superintendent (Class C), an associate member a turf educator member.  Each of the five local organizations, namely the Old Dominion Golf Course Superintendents Association, Shenandoah Valley Turfgrass Association, Virginia Turfgrass Association, Tidewater Turfgrass Association, and Greater Washington Golf Course Superintendents Association, shall choose one person to serve as an external Vice-President.  Such external Vice-President shall serve for a period of time determined by the local organization that selected him or her.  A majority of Board members must be GCSAA Class A or Class B members who are actively employed as superintendents.
• B.    The President shall serve as the chief executive officer of the Board.

Section 3.  Organization
The control and management of the association and its affairs and its property shall be entrusted to the Board of Directors.  All officers and a majority of the entire Board of Directors shall be “Class A” or “Class B” members of GCSAA.

Section 4. Powers
In addition to powers conferred upon the Directors by law and these Bylaws, the Directors shall have the following powers:

• A.    To set forth the terms and conditions of membership; to examine and judge the qualifications for membership, with full and final authority to accept or reject any such membership application in accordance with Article IV, Section1; to change the classifications of membership as necessary.
• B.    To hear and determine charges made against any member, with full and final authority to reprimand, suspend and expel any member.  A member may be privately disciplined for cause upon the affirmative vote of a majority of the Directors, but reprimand, suspension, or expulsion shall require the affirmative vote of the total Board.
• C.    To determine initiation fees and annual dues, in accordance with Article IX, Section 1.
• D.    To select and maintain accounts at banks, trust companies, or other depositories.
• E.    To make, alter or amend Association Bylaws and rules and provide penalties for infraction of rules and Bylaws as prescribed in Article XI.
• F.    To purchase materials or supplies required in the operation of the Association.
• G.    To buy, hold, sell, mortgage or encumber property and assets, and enter into contracts in the name of the Association.
• H.    To appoint delegates to various associations.
• I.    To remove a Director from the Board of Directors for cause, which shall be: 
  • (i)    The absence of a Director from three consecutive meetings of the Directors, without permission of the Directors or President;
  • (ii)    Criminal conduct; or
  • (iii)    Conduct not in the best interest of the Association.
• J.    To choose a successor who shall hold office for the expired term in the event of a vacancy in the office of any Director of the President, Vice-President, Secretary-Treasurer, or other office.
• K.    To do any and all lawful things, which may be necessary, useful, suitable or proper for the furtherance or accomplishment of the purposes and powers of the Association, and to exercise all powers possess by Virginia corporations of similar character.

Section 5.  Duties of the President

• A.    The President shall be the Chief Executive Officer of the Association, with powers and duties under these Bylaws and incident to the office of the President.
• B.    He or she shall preside at all meetings of the Association and of the Board of Directors.
• C.    He or she shall call all Special Meetings of the Association and Board of Directors.
• D.    He or she shall enforce all Bylaws, rules and regulations of the Association.
• E.    With the consent and approval of the Board of Directors, he or she shall appoint all committees, select the chairman of each such committee and fill any vacancies in such committee by appointment. He or she shall be executive officer of all such committees.
• F.    He or she shall make annual reports to the Directors and Association.
• G.    With the Secretary, he or she shall sign all written contracts, obligations and instruments of the Association and/or have charge of the general supervision and control of its management.
• H.    He or she shall perform all other duties as properly may be required of him by the Board of Directors.

Section 6. Duties of the Vice-President

• A.    In the absence of the President, the Vice-President shall perform all of the President’s duties; and if the office of President should become vacant, the Vice-President shall hold the office of President until the next election.
• B.    He or she shall, by virtue of his or her office, attend all meetings of the Board of Directors.
• C.    He or she shall perform all other duties as may be required of him by the Board of Directors and President and shall be an Ex-Officio member of all committees, except the Nominating Committee.

Section 7. Duties of the Secretary-Treasurer

• A.    The Secretary-Treasurer shall conduct or cause to be conducted any and all duties under these Bylaws and incident to the office of Secretary-Treasurer.
• B.    He or she shall sign or countersign all such instruments as may require his or her signature as an officer of the Association.
• C.    He or she, or any agency under his or her authorization, shall have custody of the funds and assets of the Association and shall keep full and accurate accounts of receipts and disbursements in book belonging to the Association in such depositories as may be designated by the Board of Directors.  Detailed statements of the receipts and expenditures for the preceding calendar month shall be prepared and submitted each month to the Board of Directors.
• D.    He or she shall keep records of all accounts maintained by the Association at banks, trust companies or other depositories.
• E.    He or she shall authorize the collection of dues from members and shall advise delinquent members of their fees and dues.
• F.    He or she shall conduct or cause to be conducted all official correspondence of the association and shall see that such correspondence is properly preserved and filed until otherwise disposed of by the Board of Directors.
• G.    He or she shall issue or cause to be issued all notices of all meetings or members or Board of Directors and shall keep the minutes and records thereof.
• H.    He or she shall keep or cause to be kept an association record book with the name and history of each member, Director and Officer, including elections, resignations, forfeitures, suspensions, and expulsions.  He or she shall notify in writing each applicant elected of his election to membership, and he or she shall transmit to the new member a Membership Card in such form as may be authorized and approved by the Board of Directors.
• I.    He or she shall be responsible for posting all Association notices whenever, they may be designated by the Board of Directors.  He or she shall have the current classification of each member.
• J.    He or she shall be the Ex-officio member of all committees, except the Nominating Committee.

K.    He or she shall perform all other duties the Board of Directors or President shall assign him or her.

Section 8. External Vice-President

• A.    Each local organization (the Old Dominion Golf Course Superintendents Association, Shenandoah Valley Turfgrass Association, Virginia Turfgrass Association, Tidewater Turfgrass Association, and Greater Washington Golf Course Superintendents Association) shall have a representative to the Association who shall be called an External Vice President.
• B.    He or she shall represent his or her local organization with a full and equal vote on the Board of Directors.
• C.    The External Vice Presidents will collectively choose the Officers and the two at-large Board positions at the annual meeting each year.
• D.    The External Vice Presidents will have committee responsibilities reporting to the President.
• E.    Each year one of the External Vice-Presidents will be selected by the President as Chairman of the Nominating Committee.

Section 9. Assistant Superintendent Board Member

• A.    The Assistant Superintendent Board Member shall be a “Class C” member of the Golf Course Superintendents Association of America.
• B.  The Assistant Superintendent Board Member shall have committee responsibilities reporting to the President.
• C.  The Assistant Superintendent Board Member does not have voting rights on the Board of Directors.

Section 10. Associate Board Member

• A.    The Associate Board Member shall be an affiliate member of the Virginia Golf Course Superintendents Association.
• B.  The Associate Board Member shall have committee responsibilities reporting to the President.
• C.  The Associate Board Member does not have voting rights on the Board of Directors.

Section 11. Turf Educator Member

• A.    The Turf Educator Board Member shall be an educator of turf science at a regional university.
• B.  The Turf Educator Board Member shall have committee responsibilities reporting to the President.
• C.  The Turf Educator Board Member does not have voting rights on the Board of Directors.

 
Section 1. Committees

• A.    All committees and vacancies shall be appointed by the President with approval of the Board of Directors.
• B.    The chairmen of all committees shall be members of the Board of Directors.
• C.    No committee or single officer shall have the right to obligate the Association in any way or in any sum in excess of the specific budgeted amount established for its use for the current year by the Board of Directors.
• D.    All committees shall report on their activities to the membership at the annual meeting and to the Board of Directors whenever requested.

Section 2. Nominating Committee
The nominating committee shall be responsible for nominating and electing Officers and the two at-large Board positions.  It shall be composed of the five External Vice Presidents, one of whom will be selected by the President to chair the committee. Officers and the two at-large Board positions will be elected by majority vote of the Nominating Committee.
 
Section 1. Definition of a Golf Course Superintendent
A golf course superintendent is one who is entrusted with the management and operation of the tract of land defined as a golf course, including involvement in construction and maintenance of golf courses and related equipment.

Section 2. Membership
Only a person who is a member of the Old Dominion Golf Course Superintendents Association, Shenandoah Valley Turfgrass Association, Virginia Turfgrass Association, Tidewater Turfgrass Association, or Greater Washington Golf Course Superintendents Association, in good standing and good moral character may be a member of this Association.
 
Section 1.  Membership Classes
There shall be six membership classes.  Honorary and Classes AA, A, B, C, and Associate.  All Class A and Class B membership applicants must submit an application for membership or evidence of membership with the Golf Course Superintendents Association of America and must maintain that membership thereafter.  Membership may be cancelled at any time by a two-thirds (2/3) vote of the Board of Directors.  The individual member is responsible for notifying the Association of any change in employment, home and business address within 60 days of such change.

Section 2.  Voting Members
Classes AA, A, and Class B Members will be considered voting members of the Association.  

Section 3.  Dual Membership Requirement
All Class A and B membership applicants must submit an application for membership or evidence of membership with the Golf Course Superintendents Association of America and must maintain that membership thereafter.


Section 4.  Class AA – Life Member

• A.    A member in good standing of the Golf Course Superintendents Association of America and one of the local chapters (Old Dominion Golf Course Superintendents Association, Shenandoah Valley Turfgrass Association, Virginia Turfgrass Association, Tidewater Turfgrass Association, or Greater Washington Golf Course Superintendents Association) will be a life member of this Association if he or she is acknowledged in the Bylaws or accreditation agreement of one of those associations as a life member
• B.    An active life member shall have all privileges of membership in this Association and shall pay no fees, dues, or assessment.

Section 5.  Class A - Golf Course Superintendent
A Class A member is an individual with a minimum of three (3) years’ experience as a golf course superintendent.  He or she shall pay such initiation fees and annual dues as established by the Board.  A Class A member shall have the right to vote at any Association meeting and shall be eligible to hold any Association office.

Section 6.  Class B – Golf Course Superintendent
A Class B Member is an individual with less than three (3) years as a golf course superintendent. He or she shall pay such initiation fees and annual dues as established by the Board.  He or she shall have the right to vote at any meeting.

Section 7.  Class C - Assistant Superintendents
A Class C member is an individual who is an assistant to a golf course superintendent, and is presently employed in such capacity.  He or she shall not have the right to vote.  He or she shall pay such initiation fees and annual dues as established by the Board.  They are not required to become a member of the Golf Course Superintendents Association of America.  Superintendents who are not members of the Golf Course Superintendents Association of America will be considered Class C until the Golf Course Superintendents Association of America has accepted their national application.

Section 8.  Class D – Honorary
The following persons are eligible for Class D membership: (1) a person selected in recognition of his or her distinguished service in some worthy field of endeavor or (2) any member of this Association chosen by the Board of Directors of this Association.  He or she shall have all privileges of this Association except the right to vote and to hold office.  He or she shall pay no initiation fees or annual dues.  His or her membership may be cancelled at any time at the discretion of the Board of Directors.

Section 9.  Class E – Students
Student members shall be enrolled at an institute of higher learning with the intention of entering the Turfgrass profession.  Student members do not have the right to vote.  Student members shall pay no initiation fees or annual dues.

Section 10.  Class F – Associate
Associate members shall have sufficient interest in the superintendent profession through industry affiliation, attend meetings, and work for the benefit of the Association.  He or she shall have all privileges herein granted to a Class A member except the right to vote.  He or she shall pay such initiation fees and annual dues as established by the Board.

Section 11. Guests
A guest is any non-member of this Association who wishes to attend any meeting.  All guests must be accompanied by a member, pay a guest fee, as well as the lunch and golf fee, if applicable.  The sponsoring member will be held responsible for the conduct and proper attire of his or her guests.
Section 1.  Elections

• A.    At least 60 days preceding the annual meeting, the President shall appoint one of the External Vice Presidents to be chairman of the Nominating Committee, and the Nominating Committee will nominate candidates for President, Vice-President, and Secretary-Treasurer and the two at-large Board positions and shall obtain the consent of each to serve if elected.
• B.    The election of officers and the three at-large Board positions shall be held at least 10 days prior to the Annual Meeting of the Association, on a date designated by the Nominating Committee chairman.
• C.    Officers of this Association and the two at-large Board members may serve only two terms in succession.
• D.    External Vice-Presidents may serve as long as the local association, which elected them so desires.
• E.    The Chairman of the Nominating Committee shall chair the election.

 
Section 1. Annual Association Meetings
The Annual Meeting of the Association shall be held on or about the 30th of January, at a place to be determined by the Board of Directors.  The meeting shall include the election of Officers and transactions of other business, which properly may be brought before the meeting for action.  Notice of the Annual Meeting, shall be posted by the Secretary-Treasurer at least 30 days before the date of the meeting.

Section 2. Special Association Meetings

• A.    Special meetings of the Association shall be called by the President or by a majority of the Board of Directors.
• B.    They shall be held at a time and place determined by the Board of Directors.
• C.    Notice providing the time and place of the meeting and stating the nature of the business to be transacted shall be mailed to each member of the Association at least 10 days prior to the meeting.
• D.    At the meeting, only business specified in the notice may be conducted.

Section 3. Regular Board of Directors Meetings

• A.    Regular meetings of the Board of Directors shall be held at a place designated by the President and on such dates as designated by the Directors.  A minimum of four (4) regular meetings must be held per year.
• B.    The order of business at the regular meetings shall be determined by the Board of Directors.

Section 4. Special Directors Meetings

• A.    Special Meetings of the Directors shall be held on call of the President acting on his own initiative or upon written application of three (3) members of the Board of Directors.
• B.    Such meetings will be held at a time and place designated by the President.
• C.    Notice shall be mailed to all directors at least ten (10) days before the date of such meeting and shall state the purpose thereof.

Section 5. Quorum for Directors Meetings
A quorum for any meeting of Directors shall consist of three (3) member Directors, except in expulsion proceedings when the quorum shall be all Directors.

Section 6. Voting
All decisions of the directors shall be by majority vote of the directors present except where otherwise provided.

Section 7. Parliamentary Rules

• A.     In the conduct of all meetings, Roberts’ Rules of Order and these Bylaws shall govern.
• B.    These Bylaws may not be suspended under any circumstance.

 
Section 1. Checks, Drafts, etc.
All checks, drafts, or orders for the payment of money, notes, bills of exchange, and other evidences of indebtedness issued in the name of the Association shall be signed or endorsed with the signatures of such officers or agents of the Association as the Board of Directors shall from time to time designate by name or title, or in lieu of any action by the Board, as the President shall designate.

Section 2. Deposits
All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select, or in lieu of any action by the Board of Directors, as the Secretary-Treasurer may select.
Section 1. Fees, Dues and Assessments

• A.    The initiation fees and annual dues for each class of membership for the following year shall be fixed by the Board at a regular Board meeting by November of the current year.  The membership year shall be the calendar year.
• B.    Fees will be collected by the Secretary-Treasurer from each individual chapter each calendar year, at which time each chapter will also provide to the Secretary-Treasurer a list of all members in its chapter.
• C.    Assessments may be levied against dues paying members in an amount not to exceed the annual due during the current fiscal year: but may not be levied more than once in any year.
• D.    All Association dues shall be paid by date established by the Board of Directors for the current year.

Section 2. Delinquency and Restoration

• A.    When association dues are thirty (30) days past due, the Secretary-Treasurer shall mail notice to the delinquent member.
• B.    When association dues are sixty (60) days past due, the Secretary-Treasurer shall provide a second final notice of delinquency. 
• C.    When association dues are ninety (90) days past due, the delinquent member is placed in arrears and dropped from the rolls.  The Secretary-Treasurer shall notify the Golf Course Superintendents Association of America of the delinquency.  
• D.    The Board of Directors may at its discretion, for good cause shown and assigned in writing, temporarily excuse or extend time of payments of dues or assessments for any member who, because of adverse financial conditions, is unable to make payment within the fixed time.
• E.    Any person dropped for non-payment of dues may be restored to good standing upon (1) the showing of qualifications for continuation of membership, namely the qualifications necessary for original membership and (2) payment of current dues and all arrearages.

Section 3. Reprimand, Suspension, and Expulsion

• A. The Board of Directors has the authority to privately discipline or to reprimand, suspend, or expel a member for conduct unbecoming of the superintendent profession.  Examples may include any violation of any Bylaw or Rule of the Association, misuse of Association property, or any other conduct which in the opinion of the Board, is prejudicial to the Association’s welfare, or to the good order and discipline therein.
• B.    Reprimand, suspension, or expulsion of any member for any cause shall not be approved by the Board until the member in question has had an opportunity to present a defense.  One week’s written notice including a description of the charges shall be considered as providing adequate opportunity to present his or her defense.

Section 4. Resignations
Any member wishing to withdraw from the Association may do so by letter from the local chapter indicating such intent to the Secretary-Treasurer of the Association.
 
Section 1. Association Rules

• A.    All association rules governing members, guests, officers, committees, and employees shall be adopted, modified, and enforced by the Board of Directors.
• B.    Copies of the Bylaws, Rules, and amendments thereto shall be posted to all members of the Association by the Secretary-Treasurer.
• C.    The Board of Directors shall prescribe such penalties and levy such fines for infractions as it deems just and proper.
• D.    Complaints made by a member regarding any phase of the Association or the conduct of a member, guest, Officer, Director, or committee shall be submitted in writing to the Secretary-Treasurer, who shall transmit it to the Board of Directors for final disposition.

 
Section 1. Procedure for Amendment

• A.    These Bylaws may be amended by a three-fifths (3/5) vote of the Board of Directors represented in person at any meeting.
• B.    A copy of each proposed amendment shall be distributed to each member of the Board of Directors at least two (2) days prior to the meeting at which it is to be considered.
• C.    These notice provisions shall not apply to the amending of a proposed amendment when being acted upon by the Board of Directors at its meeting.

 
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, 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), necessarily incurred by such person or any claim, action, suit or proceeding in which he, she or they are made parties by reason of being or having been an Officer or Director of this Association.  Such indemnification shall be in addition to any other rights to which those indemnified may be entitled, including such immunities under any law, Articles of Incorporation, By-law, agreement, or otherwise.  The Association will not indemnify those persons who have been adjudged in any action, suit, or proceeding to be liable for acts and omissions committed willfully and wantonly.
 
Section 1. 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 the laws of the Commonwealth of Virginia. The Board of Directors shall make any decision regarding distribution of assets.