Gulf States Superintendents Association

Article I

NAME AND LOCATION

The name of the Association shall be the Gulf States Superintendents Association, Inc. Its principal office is 3000 Tournament Road in the City of New Orleans, Parish of Orleans, State of Louisiana. The Association may have such other offices as may from time to time be designated by its members or Board of Directors.

Article II

STATEMENT OF PURPOSE

The purposes of the Association shall be to provide for and enhance the recognition of the golf course superintendent as a professional, and to collect and disseminate information to assist our members in providing for better maintenance and construction of our golf courses.

Article III

MEMBERSHIP

Section 1: Application for Membership:

Applicants for membership shall be approved by the Board of Directors. The Board of Directors shall be the sole judge of an applicant's qualifications for membership. The Board of Directors of the Association shall adopt Standing Rules for Membership, and shall have the authority to establish qualifications, privileges and dues for all classes of membership.

Section 2: Class of Membership:

Class AA - Life Member: To qualify for Life Membership, one must: (1) have retired as a golf course superintendent, and (2) have reached the age of fifty-five (55), and (3) meet one of the following criteria:

(a) A voting member for twenty-five (25) years: or

(b) A former Board Member: or

A Life Member shall have all the rights and privileges of the Association except that of holding office. Class AA - Life Members will pay no membership dues.

Class A: - Golf Course Superintendent: To qualify for Class A Membership, an applicant shall have, at the time of application for membership, at least three (3) years' experience as a golf course superintendent, and shall presently be employed in such capacity. Class A Members shall have all the privileges of the Association, subject to the provisions of Article VII, Section 2 hereof.

Class SM - Superintendent Member: To qualify for Class SM Membership, an applicant shall have, at the time of application for membership, less than three (3) years' experience as a golf course superintendent, and shall presently be employed in such capacity. Class SM Members shall have all the privileges of the Association, subject to the provisions of Article VII, Section 2 hereof.

Class C - Assistant Golf Course Superintendent: To qualify for Class C Membership, an applicant shall have, at the time of application for membership, an assistant to a golf course superintendent, and shall presently be employed in such capacity. Class C Members shall have all the privileges of the Association, except those of voting and holding office.

Associate - To qualify for Associate Membership, an applicant must be employed by a voting member of GCSAA & employed on a golf course but not otherwise eligible as a golf course superintendent, superintendent member, or assistant golf course superintendent. Associate Members shall have all the privileges of the Association as the Board of Directors may specify by Standing Rules, except those of voting and hold office.

Affiliate - To qualify for Affiliate Membership, an applicant must be an individual, business firm, or governmental body interested in golf course management and/or in the growing or production of fine turfgrass, either individually or through employment by, or other affiliation with, a company, proprietorship or association, and who does not qualify for membership in another class. Affiliate Members shall have all the privileges of the Association as the Board of Directors may specify by Standing Rules, except those of voting and hold office.

Educator - To qualify for Educator Membership, an applicant must be an educator or extension officer. Educator Members shall have all the privileges of the Association as the Board of Directors may specify by Standing Rules, except those of voting and hold office. Educator Members will pay no membership dues.

Student - To qualify for Student Membership, an applicant must be a full-time turfgrass student enrolled in a formal course of education, or have completed his or her formal education less than one (1) year prior to the date of application for membership. Educator Members shall have all the privileges of the Association as the Board of Directors may specify by Standing Rules, except those of voting and hold office.

Honorary - To qualify for Honorary Membership, the individual must be recognized by the Board of Directors for contributing in an outstanding manner to this Association or profession or related field. This membership shall continue in effect unless otherwise revoked by the Board of Directors. Honorary Members shall not be required to pay dues or assessments of the Association and shall have such privileges of the Association as the Board of Directors may specify by Standing Rules, except those of voting and holding office.

Retired - Any Member reaching age fifty-five (55), who is retired and no longer seeding employment within the scope of activities of any membership class of the Association, may apply to the Board of Directors in writing for Retired Membership. The annual dues for which shall be set by the Board of Directors but shall not exceed one-half (1/2) the amount paid for the immediate previous classification. A Retired Member shall have all the privileges of the Association afforded the member in his or her immediate previous classification, with the exception of holding office.

Inactive - An Inactive Member is an individual who, by reason of unemployment, illness, or other adverse circumstances, has been placed in this class upon his or her application. The Board of Directors shall have the authority to act on such application and to place a member of Inactive status subject to terms and conditions as the Board of Directors may specify by Standing Rules.

Section 3: Dual Membership Requirement:

All Class A and Superintendent Member 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: Reclassification of Members:

All reclassifications of members shall be made by the Board of Directors, in accordance with Standing Rules adopted by it from time to time, or pursuant to directives adopted by the membership at any annual meeting or any special meeting called for that purpose.

(a) Voluntary Reclassification:

Any individual member may request a change in his or her membership classification to accord with a change in his or her qualifications for membership as set forth in Section 2 of this Article.

(b) Mandatory Reclassification:

All members, upon renewal of their annual membership, must clearly state their current employment status. This statement of employment status shall be based upon the Association's officially accepted job titles and golf course organization chart, or other commonly accepted listings job titles. The Board of directors shall, upon receipt of this statement, determine the appropriate class of membership for each individual and shall be empowered to alter the individual's membership classification to properly reflect stated qualifications.

Article IV

DUES AND SUPPLEMENTAL ASSESSMENTS

Section 1: Annual Dues:

Annual dues required for membership in the Association shall be determined by the vote of the active members on recommendation of the Board of Directors. Dues may be varied from year to year but shall be determined by the classifications of the members. Dues shall be payable in advance for the fiscal year.

Section 2: Assessments:

When necessary, in the opinion of a majority of members present at any annual or special meeting of the Association called for that purpose, for the payment of any existing deficit, there may be levied an assessment in addition to annual dues, to be paid by each Association member, provided, however, that such assessment may not be levied more than once in any fiscal year and shall not exceed an amount equal to the annual dues fixed for such year.

Section 3: Extension of Time for Payment:

The Board of Directors may, at its discretion, for good cause, temporarily excuse or extend time of payment of annual dues or assessments for any member.

Article V

CONDUCT OF MEMBERS

Section 1: Nonpayment of Dues or Assessments:

All members whose dues are not paid in advance of the fiscal year may have services and benefits suspended. All members' whose dues shall remain unpaid more than ninety (90) days past the first day of the fiscal year, or after the due date of any assessment, shall be dropped from the membership roll of this Association without further notice.

Section 2: Prohibited Conduct:

The following conduct is prohibited for members of the Association:

(a) Violations of the GSSA Code of Ethics.

(b) Use of the Associations affiliation for the purpose of promoting schemes, ideas, or objects that are detrimental to the Association.

(d) Submitting false information on an application for membership or on a dues statement.

Conduct that is prohibited shall be cause for disciplinary action or expulsion from the membership in accordance with the procedure set forth in Section 3 of this Article.

Section 3: Procedure for Disciplining or Expelling a Member:

A member may disciplined or expelled by two-thirds (2/3) vote of the Board of Directors. Any member or applicant who is subject to disciplinary action who has been rejected for membership shall have the right to notice and an opportunity to be heard concerning such rejection for membership. Upon written request from the aggrieved party the Board of Directors shall provide within thirty (30) days a written explanation of their action and give notice of a hearing which shall give the aggrieved party an opportunity to be heard with respect to the action taken. Notice is to be in writing delivered by certified mail. No hearing shall be held unless the aggrieved party gives notice of his or her appeal to the Board of Directors action within thirty (30) days of receipt of the written explanation of the Board's action taken.

Article VI

VOTING

Section 1: Voting Procedures:

The Board of Directors shall have the power to establish standing rules governing voting procedures at Association meetings.

Section 2: Proxies:

Voting members may exercise their vote through the use of a proxy. A proxy may be exercised only by the person named is such proxy, who must be a voting member in good standing of the Association. Proxies may be exercised on votes on amendments to articles of incorporation, the bylaws, elections of officers and directors, and any other such matters as the Board of Directors shall designate.

Section 3: Elections:

Officers and Board of Directors' whose term of office expires shall be elected annually at a time and place of the regular annual meeting who receive a majority of the votes so cast shall be elected.

Article VII

OFFICERS AND BOARD OF DIRECTORS

Section 1: Board Composition:

The control and management of the association and its affairs and its property shall be entrusted to the Board of Directors, consisting of its officers and at large Directors. All officers and a majority of the entire board of directors shall be GCSAA Class A or Superintendent Member members.

Section 2: Qualifications:

Only members of the Association actively employed as Golf Course Superintendents shall be eligible for election as officers. All officers and elected Board Members shall be Class A or Class SM members of the GCSAA and shall be elected annually for a term of one (1) year. Two Directors, one from Class C membership and one from Affiliate membership, shall be appointed by the newly elected President for a term of one (1) year. Class C or Affiliates who are appointed to the Board of Directors may not hold any office in the Association and may not vote on matters involving the operation of the Chapter. The immediate Past President of this Association shall serve as a Director for such time as they are the Immediate Past President. Officers and Board Members may serve more than one (1) term, if elected or appointed.

Section 3: Duties and Powers of the Board of Directors:

(a) Board of Directors shall have the general charge and management of the affairs of the Association and/or a quorum necessary for the transaction of business shall not be less than a majority of said Board of Directors excluding such board members who are not voting members of the Association.

(b) Board of Directors shall at the annual meeting make a full report of its actions during the proceeding fiscal year and pursuant to reconciliation thereof to the membership at such annual meeting. Copies of such reports shall be available to all active members at said annual meeting and a copy thereof of the annual report describing the actions of the Association during the preceding fiscal year and a summary of the annual chapter financial statement shall also be provided to the GCSAA.

(c) The expenses of all members of the Board of Directors in attending annual and board meetings, including transportation, hotel room, rental bills, and a fixed per diem fee in an amount to be determined by the Board of Directors shall be paid by the Association upon preparation of an itemized expense account. No officer or member of the Board of Directors shall receive any compensation for their service.

(d) Adopt rules and regulations governing the conduct of the Association management.

(e) Chair and serve on committees as assigned by the President.

(f) Carry out other duties as commonly vested in members of the Board of Directors of an Association.

Section 5: Duties of the President:

(a) Preside over all Board of Directors and annual meetings.

(b) Appoint all committees.

(d) Ensure that records and books of the Association are properly maintained.

(e) Serve as ex-officio member of all committees.

(f) Carry out the business of the Association with approval of the Board of Directors.

(g) Have signatory authority on all affairs of the Association.

(h) Carry out all other duties commonly vested in the office of President of the Association.

Section 6: Duties of the Vice President:

(a) Carry out all the duties of the president in his absence. In doing so, he shall have all the authority and power of the office of president.

(b) Have the signatory authority in all affairs of the Association.

Section 7: Duties of the Secretary/Treasurer:

(a) Have and care, custody of all records of the Association, and to see to it the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed.

(b) Have a recorded, official list of all reports and documents which are required to be filed by federal, state, or local government or by the GCSAA, and to insure that such list is properly kept up to date. To further insure that such a list is transferred to their successor in a manner so as to ensure the timely filing of any and all such reports and documents.

(c) Have recorded, the minutes of all Board of Director and annual meetings, and shall keep a permanent record of all meetings.

(d) Give notice of all meetings as required by the by-laws.

(e) Have the care, custody and responsibility of the Associations funds and securities, and to make timely reports of such funds as required by the Board of Directors.

(f) Be responsible for all legal affairs of the Association and to make and file any reports and documents as required by law.

(g) Have signatory authority for all affairs of the Association.

(h) Carry out all other duties commonly vested in the office of Secretary/Treasurer.

Section 8: Vacancies:

Vacancies occurring in any office or in the Board of Directors of the Association shall be filled by appointment by the President with approval of the Board of Directors for the unexpired term.

Article VIII

COMMITTEES

Section 1: Nominating Committee:

The President shall annually appoint a Nominating Committee which shall consist of three (3) voting members of this Association, one (1) of which must be a current member of the Board of Directors.

Section 2: Other Committees:

Standing and special committees may be established by the President of the Association with the consent of the Board of Directors at any time with specified authority and responsibilities as directed by the Board of Directors. Nothing herein contained shall be construed to prohibit the appointment of other committees by the President with the approval of the Board of Directors for the advancement of the Association.

Section 3: Limitation of Powers of Committee:

No committee shall have authority to bind this Association for the payment of money or the performance of any contract, such authority hereby reserved expressly for the Board of Directors, or the duly authorized and elected Officers of this Association, as may be delegated by the Board of Directors.

Article IX

MEETINGS

Section 1: Board of Directors:

The Board of Directors shall meet at such intervals and such times as determined by the President, but at least a minimum of four (4) times a year at a time and location suitable to the majority of the Board members of the Association. The Secretary shall give notice of at least thirty (30) days, written or printed notice of the time and place of such meeting. Special meetings of the Board of Directors may be called form time to time by the President or other such member of the Board upon request. The members may execute a waiver of notice thereby waiving any formal written notification requirement of such special meetings. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 2: Annual Meetings:

Annual meetings of the Association shall be held during the month of January, each year unless otherwise ordered by the Board of Directors, for election of officers, receiving reports and the transaction of other business. Such meetings shall be open to all members. Notice of such meetings shall be issued by the Secretary and shall be mailed to the last recorded address of each member at least thirty (30) days before the time appointed for the meeting. In addition to the annual meeting three other meetings of the membership shall be held at a location and time so specified by the Board of Directors. To be considered a quorum, ten (10) voting members must be physically present at the annual meeting to constitute and quorum.

Section 3:

All meetings of the Association shall be conducted in accordance with the latest addition of Roberts Rules of Order, or such parliamentary authority as designated by the President.

Article X

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, paid 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), actually necessarily incurred by such person in connection with the defense or settlement of any claim, action, suit or proceeding in which they, or any of them are made parties, or a party of which may be asserted again them or any of them, by reason of being, or having been, and officer or director of this Association, except in relation to matters as to which any such officer or director or former officer or director shall be adjudged in any action, suit or proceeding to be liable for those acts and omissions arising out of his or her willful misfeasance. Such indemnification shall be in addition to any and all other rights to which those indemnified may be entitled including such immunities under any law, bylaw agreement or otherwise.

Article XI

DISSOLUTION

In the event of 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 law of the State for which the Association is to be dissolved. The decision of distribution shall be made by the Board of Directors.

Article XII

AMENDMENTS

Section 1: Amendments:

These bylaws may be amended at any meeting of the members by a two-thirds (2/3) vote of all members present and voting, provided the proposed amendments are written and written notice of such meeting and proposed amendments are submitted to such members thirty (30) days in advance of the meeting.

Section 2:

Before any amendments to the bylaws are formally presented to the Association for consideration, the proposed amendments must be submitted to GCSAA, at the request that the proposed amendments to the bylaws be reviewed for conformity.

Article XIII

ASSOCIATION CONTRACTS AND INSTRUMENTS

Execution of all bills, notes, contracts, checks, drafts, deeds, deeds of trust, mortgages and other instruments pertaining to the Association shall be made in the name of the Association and shall be executed as authorized by the Board of Directors and bylaws. Except as otherwise provided in the bylaws, any agent or officer of the Association may be authorized to bind, execute or deliver any obligation which is in the name of the Association on behalf of the Association, only if, the authorization is made by duly enacted resolution of the Board of Directors and entered into the minute book of the Association. Unless so authorized, no agent or officer shall have the authority to so bind or represent the Association.

Article XIV

INSIGNIA AND SEAL

The secretary of the Association should procure for use a corporate seal which should state the corporate name and shall contain such other additional insignia as the Board of Directors shall approve.