BYLAWS

Last Amended, September 27, 2011

 

 

ARTICLE I

Name

The name of this association shall be NORTHWEST TURFGRASS ASSOCIATION

ARTICLE II

Objects

Section 1. The objects and purposes for which this non-profit corporation is formed, and the powers and privileges which it shall have, shall be those designated and covered in the Articles of Incorporation.

Section 2. The NORTHWEST TURFGRASS ASSOCIATION is organized exclusively for one or more of the purposes as specified in Section 501 (c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

ARTICLE III

Membership

Section 1. Any person may become a member who shall subscribe to the objects and purposes of the Association and who shall be duly elected a member thereof by the Board of Directors, upon payment of the annual dues as provided by the Board of Directors.

Section 2. Annual Dues—The dues of the members of this association shall be such as may be fixed from time to time by the Board of Directors and shall by payable in advance as provided by the resolution of said Directors.

A member being delinquent two (2) months shall by notified in writing by the Secretary of the delinquency, and in the event the delinquency is not paid within thirty (30) days from the date of such notice, the rights of such member shall be automatically terminated. Any member so dropped may be reinstated by the Board of Directors upon such terms and conditions, including penalties, as the Board of Directors may provide and in accordance with the Board’s policies.

Section 3. Any member of this association may apply for and obtain an inactive status of membership, which membership shall give him/her no right to vote nor to share in any property or privileges of the association, but such status shall give the inactive member the right to be reinstated as an active member upon paying dues for the current year in which reinstatement is sought.

Section 4. To qualify for Honorary Membership, the individual must be recognized by the Board of Directors for contributing in an outstanding manner toward this Association or profession or related field.

Honorary Members shall not be required to pay dues of this Association and shall have privileges of the Association as specified by the Board of Directors, except those of voting and holding office.

Section 5. To qualify for Educator Membership, the individual must be an Educator or Extension Agent and be recognized by the Board of Directors.

Educator Members shall not be required to pay dues of the Association and shall have privileges of the Association as specified by the Board of Directors, except those of voting and holding office.

ARTICLE IV

Meetings

Section 1. An annual meeting of the members of the Northwest Turfgrass Association shall be held once each calendar year for the purpose of election of three (3) Directors and the transaction of such other business as may properly come before the Association at a time and place to be designated by the Board of Directors.

A special meeting of the members may be called at any time by the president or by a majority of the members of the Board of Directors or upon written request of not less than twenty-five percent (25%) of the members entitled to vote.

Section 2. The Secretary shall cause notice of annual meeting together with a ballot listing all issues to be voted upon to be conveyed by postal or electronic mail to each voting member at least ten (10) days before the date of the meeting. The notice shall state the business to be brought before the members. A ballot shall be included with the notice if a vote is to be taken.

Section 3. No member shall be entitled to vote at any meeting whose dues remain unpaid and delinquent for a period of three (3) months or more.

Section 4. A quorum at any meeting of the members shall consist of at least 30 voting members, but a lesser number may meet and adjourn from time to time until a quorum is reached.

Section 5. Meetings shall be presided over by the President or in his/her absence by the Vice-President or, in his/her absence by a Chairperson chosen by a majority of the voting members present at the meeting.

ARTICLE V

Directors

Section 1. The Board of Directors of the corporation shall consist of nine (9) members. Three (3) Directors shall be elected, at the Annual Meeting, by a regional mail-in ballot to serve a term of three (3) years or until their successors are elected and qualified. The Immediate Past President shall be a member of the Board of Directors, regardless of whether his/her regular term as Director has expired. If it has expired and he/she is not re-elected to a term of three (3) years, he/she shall, nevertheless, continue to serve as a tenth (10) member of the Board of Directors until the next election of officers.

Section 2. The Directors shall have charge of the business and affairs of the Association, shall have authority to fix compensation and terms for independent contractors, and from time to time fix the monthly or annual dues of the Association members, and shall have authority to make, prescribe and enforce all needed rules for the conduct of Association business and to perform such other acts as may be necessary or proper in carrying out the business of the Association.

Section 3. The Board of Directors shall fill all vacancies that may occur either in the Board or in any other Association office, and the person so chosen shall hold office for the remainder of the unexpired term.

Section 4. Any Director may be removed by vote of three fourths (3/4) of all members of the Board at any regular or special meeting.

Section 5. The Board of Directors shall not be personally liable for the debts, liabilities, or other obligations of the Northwest Turfgrass Association.

Section 6. The Board of Directors and officers shall be indemnified by the Association to the fullest extend permissible under the laws of this state.

ARTICLE VI

Director’s Meetings

Section 1. A quorum of the Board of Directors shall consist of a majority thereof, except for filling vacancies, which shall require a majority of the existing Directors for a quorum.

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 2. Regular meetings of the Board of Directors shall be held. Meetings can be conducted in person or by other communication assets, as long as the minimum quorum to conduct the affairs of the association is available.

Section 3. Special meetings of the Board of Directors may be held at any time and place upon call of the president or upon the request of three (3) or more Directors.

Section 4. Notice of all meetings of the Board of Directors, shall be given by electronic mail to all Board members at least ten (10) days in advance thereof. Nothing herein contained, however, shall prevent the Directors from waiving the written notice of any meeting.

ARTICLE VII

Section 1. The Directors shall elect among themselves to serve as unpaid officers of the Association the following positions: President, Vice President, Secretary and Treasurer.

Section 2. The Board of Directors shall annually, at the first meeting of said Board following the annual meeting of Association members, elect a Vice-President, Secretary and Treasurer to serve until the first meeting of said Board following the next annual meeting, or until their successors are elected and qualified.

The Vice-President must be a duly elected member of the Board of Directors. The Vice-President shall automatically succeed to the office of President. In the event the Vice-President is unable or unwilling to serve, the Directors shall elect a President from among the members of the Board to serve until the first meeting of the Board following the next annual meeting of the members.

Section 3. The President of the Association shall preside at all meetings and perform generally the duties customarily required of such officer, and as required by the Board of Directors.

Section 4. The Vice-President of this Association shall preside at all meetings in the absence of the president and perform generally the duties customarily required of such officer and such duties as may be imposed from time to time by the Board of Directors.

Section 5. The Secretary shall have charge of the seal and corporate books and records of the Association, and shall issue notices of meetings, and, with the President, shall execute and sign such instruments as required by signature or attestation, and shall perform such other duties as are incident to this office.

As stipulated by the Board of Directors selected duties of the Secretary may be assigned to an Executive Director.

Section 6. The Treasurer shall have the custody of such money and securities of the Association, and shall account to the association therefor. All funds of the Association shall be held in such a depository as the Board of Directors may designate. The Treasurer shall perform all duties customarily incident to such office, or which may be delegated by the Board of Directors, and shall at all times keep an accurate record of all moneys received and disbursements by the Association.

As stipulated by the Board of Directors selected duties of the Treasurer may be assigned to an Executive Director.

Section 7. In case of absence or disability of any officer, the Board of Directors may delegate, for the time being, the powers and duties of such officer to any other Board member qualified to perform the same.

Section 8. Any officer of this association may be removed from office by vote of three fourths (3/4) of all members of the Board of Directors at any regular or special meeting.

ARTICLE VIII

Committees

Section 1. Standing Committees: The standing committees of this Association shall be: Nominating Committee, Executive and Finance Committee, Research and Scholarship Committee and Advisory Committee. All committee appointments shall be for a one-year term.

The Nominating Committee for Directors shall consist of the Immediate Past-President as Chairman, and a minimum of two (2) other Past-Presidents to be appointed by the President. Said committee shall be appointed not less than three (3) months prior to the annual meeting at which such Directors are to be elected. Additional nominations of eligible members may be made from the floor in accordance with the bylaws and current adopted policies.

The Executive and Finance Committee shall have power at any time between the regular meetings of the Board to account for the Board in all matters wherein immediate decisions and actions are deemed necessary and expedient to the welfare of the Association. All such actions of the Executive and Finance Committee shall be reported to the Board at its next regular or special meeting and shall be entered upon the minutes of such meeting of the Board of Directors.

The Research and Scholarship Committee shall consist of regular members of the Association in good standing. The President shall appoint a Chairman of the Committee, from the Board of Directors, to serve a one year term.

The Research and Scholarship Committee shall review, prioritize and make recommendation to the Board of Directors on all submitted research project and scholarship grant requests.

The Advisory Committee shall be composed of Regular and/or Educator and/or Honorary Members of the Association in good standing including, but not limited to: the Executive Board and the Research and Scholarship Committee of the Corporation; the Presidents or designated representatives from member Golf Course Superintendent Associations, USGA, Educators and Research personnel from member universities, and any such others as deemed necessary by the Board of Directors. The President of the Corporation shall act as Chairman of the committee.

The Advisory committee shall make recommendation to the Board of Directors on all topics relevant to the turfgrass industry including, but not limited to long range planning, fund raising, research and scholarship planning and coordination, and educational objectives.

Section 2. Special committees: The President may appoint other committees from time to time as he/she may deem necessary.

ARTICLE IX

Gifts and Donations

Section 1. Gifts and donations to the Association shall be accepted subject to the approval or confirmation of the Board of Directors.

Section 2. No gift or donation shall, in any event, be accepted which shall or may require the payment of any annuity or other charge from the funds or resources of the association, except from the income of the principal of such gift or donation so made.

All contributions or gifts shall be payable to the Northwest Turfgrass Association and deposited in the name of the Association in a selected depository. A full and complete record of all gifts received shall be kept by the Treasurer of the association.

ARTICLE X

Order of Business

The order of business for the conduct of meetings of this association shall be as follows:

ARTICLE XI

Amendment

Section 1. The Bylaws of this Association may be altered or amended by a two-thirds vote of all members entitled to vote and present at any regular meeting, provided the Board of Directors shall have adopted a resolution setting forth the proposed amendment to the by-laws and directing that it be submitted to a vote at an annual or special meeting of the members.

Written or printed notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member entitled to vote not less than ten or more than fifty days before the date of the meeting the proposed amendment is to be considered.

ADMENDMENTS

Sept. 27, 2011

Article 4, Section 2—Rewritten to include electronic mail.

Article 5, Section 1—Sentence on goal for equal representation throughout specific regions was eliminated.

Article 5, Section 2—Terms “employment” and “employees” eliminated and replaced with “independent contractors.”

Article 6, Section 2—Added that meetings can be held “by other communication assets.”

Article 6, Section 4—Added term “electronic” mail.

Article 7, Section 5—Eliminated the word “employed” before Executive Director.

Article 7, Section 6—Eliminated the word “employed” before Executive Director.