The Official Publication of the Tennessee Turfgrass ... - The Paginator

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BYLAWS OF TENNESSEE TURFGRASS ASSOCIATION Revised January 7, 2003 ARTICLE I: NAME AND MISSION SECTION 1 SECTION 2 SECTION 3 The name of the Association shall be the Tennessee Turfgrass Association. The mission of this Association is to promote the Turfgrass Industry through education, scholarship and research. This Association shall be operated on a non-profit basis, and only those funds shall be raised as may be required to accomplish its objectives. ARTICLE II: MEMBERSHIP SECTION 1 SECTION 2 SECTION 3 SECTION 4 This Association shall be open for membership to anyone interested in promoting turfgrass in Tennessee. Membership classes, method of application, and term of membership will be established by the Board. Honorary memberships may be awarded upon approval of two-thirds of the Board of Directors. To qualify for Retired Membership, one must be retired and no longer seeking employment within the scope of activities of any membership class of the Association. An applicant may apply to the Board of Directors in writing for Retired Membership. There are two options for retirement: (1) Any member reaching age fifty-five (55) may retire and shall have all the privileges of the Association afforded the member in his or her immediate previous classification; or (2) any member having completed a minimum of twenty (20) years of service in any membership classification may retire in that classification and shall have all of the privileges of the Association afforded that classification. Full TTA conference registration will be made available to all retired members at a reduced rate to be determined by the board of directors. There will be no dues charged to any retired member. ARTICLE III: OFFICERS & DIRECTORS SECTION 1 SECTION 2 SECTION 3 The government of the Association shall be vested in a Board of Directors consisting of twelve (12) members. A sufficient number of Directors shall be elected at each annual meeting by a majority vote of the regular membership. In the event of a tie, the first–term board members and all officers shall break the tie by ballot. The directors shall be elected for a term of two (2) years. The officers of the Association (designated the Executive Committee) shall be elected by the twelve (12) members of the Board of Directors. The Association’s officers shall be President, Vice President and Treasurer. Officers may be elected from the Board or from the membership at large. Each officer shall serve no more than two (2) consecutive terms in a particular office. The Board of Directors shall have the power to fill any vacancy that may occur during a regular term, upon recommendation of the President. SECTION 4 SECTION 5 SECTION 6 A quorum necessary for the transaction of business by the Board shall be no less than a majority of the existing Board. The Board of Directors shall have the authority to hire staff as deemed necessary to accomplish the Association’s objectives. Duties of all staff members shall be prescribed by the Board. Prior to each annual meeting and election, the President shall appoint a nominating committee to complete a slate of nominees for the impending vacancies on the Board of Directors. Nominations from the floor may be considered as well. ARTICLE IV: DUTIES OF OFFICERS AND DIRECTORS SECTION 1 SECTION 2 SECTION 3 SECTION 4 ARTICLE V: DUES SECTION 1 The President shall be the Chief Executive Officer of this Association and shall preside at all meetings of the Board of Directors and the Annual Meeting of the Association. The President will, with approval from the Board of Directors, appoint a Committee Chairperson for each Committee. The President will be ex officio member of each committee. The Vice President shall perform the duties of the President in the event of the President’s absence or inability to perform as President. The Vice-President shall attend all meetings of the Board of Directors and the Association. The Treasurer shall provide oversight for all financial matters relating to the Association. The Treasurer shall review financial accounts and records of the Association. The Treasurer will be prepared to give a report of the financial status of the Association at each Board Meeting and the Annual Meeting of the Association. The Treasurer will make available to inspection by the Board of Directors all financial records. The Treasurer shall attend all meetings of the Board of Directors and of the Association. Each Director will be an advisor to the President and have a vote in all affairs governed by the Board of Directors. Each Director will attend all meetings of the Board of Directors and meetings of the Association. Annual dues for this Association are payable in a sum prescribed by the Board of Directors. All matters concerning dues will be decided by the Board of Directors. ARTICLE VI: MEETINGS SECTION 1 SECTION 2 An Annual Meeting of the Association shall be held each year, and the Board of Directors shall determine the date and location. Special meetings of the regular membership may be called by the President or by a majority of the Board of Directors or by a petition representing at least 1/3 of the regular membership. A notice of such meeting must be sent to each regular member thirty days before the intended meeting date. Only the business for which the special meeting was called may be transacted, and the meeting shall be conducted consistent with the Bylaws. 42 TENNESSEE TURFGRASS JUNE/JULY 2008 www.TTAonline.org
CONTINUED SECTION 3 SECTION 4 At the Annual Meeting and meetings of the Board of Directors, no business may be transacted inconsistent with the Bylaws. Roberts Rules of Order will be used during each regular membership meeting. ARTICLE VII: COMMITTEES SECTION 1 SECTION 2 SECTION 3 SECTION 4 The Executive Committee is the only permanent committee established with these Bylaws. The President, with majority approval from the Board of Directors, will form committees he/she deems in the best interest of the Association. No committee shall have the power to bind or obligate the TTA, the Board of Directors or its Officers to any contract or payment of any kind unless given such authority, on record, by the Board of Directors. It shall be the privilege of any and all Past Presidents of this Association to attend any meeting of the Board of Directors and Executive Committee in an advisory capacity. Past Presidents will not be able to vote during these meetings. ARTICLE VIII: PRINCIPAL OFFICE SECTION 1 SECTION 2 The principal office of the Tennessee Turfgrass Association will be 400 Franklin Road, Franklin, Tennessee 37069. The Board of Directors may, from time to time, choose other offices to help run the Association. ARTICLE IX: INDEMNIFICATION SECTION 1 SECTION 2 SECTION 3 The Association shall indemnify and hold harmless each Director and Officer of the Association, or any person who may serve at its request as a Director or Officer of another corporation (and, in either case, his/her heirs, executors and administrators), to the full extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted. The Association may indemnify and advance expenses to any employee or agent of the Association who is not a Director or Officer (and his/her heirs, executors and administrators) to the same extent as to a Director or Officer, if the Board of Directors determines that to do so is in the best interests of the Association. The indemnification and advancement of expenses provision herein shall not be exclusive of any other which any person (and his/her heirs, executors and administrators) may have or hereafter acquire under any statute, provision of the Charter provision of these Bylaws, resolution adopted by the membership, resolution adopted by the Board of Directors, agreement, insurance purchased by the Corporation or otherwise, both as to action in his/her official capacity and as to action in another capacity. The Association may maintain insurance, at its expense to protect itself and any individual who is or was a Director, Officer, employee or agent of the Corporation, is or was serving at its request as a Director, Officer, employee or agent of another corporation against any expense, liability or loss whether or not the Association would have the power to indemnify such person against such expense, liability or loss under the Tennessee Non-profit Corporation Act, as it may be amended from time to time. ASSOCIATE NEWS ARTICLE X: PROHIBITION AGAINST SHARING ASSOCIATION EARNINGS No Director, Officer or employee of, or member of a committee of, or person connected with the Association, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operation of the Association, provided that this shall not prevent the payment to any such person reasonable compensation for services rendered to or for the Association in effecting any of its purposes; and no such person or persons shall be entitled to share in the distribution of any corporate assets upon the dissolution of the corporation. Upon such dissolution or winding up of the affairs of the Association, whether voluntary or involuntary, the assets of the Association after all debts have been satisfied, then the remaining in the hands of the Board of Directors shall be distributed or transferred in amounts as the Board shall determine or as may be determined by a court of competent jurisdiction upon application of the Board of Directors, exclusively to charitable, scientific or educational organizations which would then qualify under the provisions of Section 501(c) of the Internal Revenue Code of 1986, as amended, and its Regulations as they now exist or as they may hereafter be amended. ARTICLE XI: INVESTMENTS The Association shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a Director is or may hereafter be permitted by law to make or any similar restrictions, provided, however, that no action shall be taken by or on behalf of the Association if such action is a prohibited transaction or would result in the denial of the tax exemption under Section 503 or Section 504 of the Internal Revenue Code of 1986, as amended, and its Regulations as they now exist or as they may hereafter be amended. ARTICLE XII: EXEMPT ACTIVITIES Notwithstanding any other provisions of these Bylaws, no Director, Officer, employee or representative of this Association shall take any action or carry on any activity by or on behalf of the Association not permitted to be taken or carried on by an organization exempt under Section 501(c) 3 of the Internal Revenue Code of 1986, as amended, and its Regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170(c) 2 of such Code and Regulations as they now exist or as they may hereafter be amended. ARTICLE XIII: AMENDMENTS The Bylaws may be amended at a meeting or the Association by a two-thirds majority vote of those members present. ASSOCIATION TENNESSEE TURFGRASS ASSOCIATION • TENNESSEE VALLEY SPORTS TURF MANAGERS ASSOCIATION • TENNESSEE GOLF COURSE SUPERINTENDENTS ASSOCIATION 43
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