Turfgrass Council of North Carolina By-Laws
Article I: PURPOSE
The members of this Council have voluntarily associated themselves together into an organization designed to promote the turfgrass industry in North Carolina. The objective of the Council is better turf for all on athletic fields, cemeteries, golf courses, lawns, parks, playgrounds, roadsides and any other turfgrass areas.
Section 1. Mission Statement. The mission of the Turfgrass Council of North Carolina is to promote the turfgrass industry in North Carolina through continuing education, career development, support of NC State research and extension, environmental stewardship and governmental advocacy.
Article II: POWERS
The powers which this Council may exercise shall be those set for the in the Certificate of Incorporation and those which are conferred by law.
Article III: MEMBERSHIP
Section 1. Individual. Any person actively engaged in the turfgrass industry, including production, supplying, marketing, education or regulatory, or who has a genuine interest in improving the turf industry, agrees to be a member of the Council, and who pays such dues and meets such other conditions as may be prescribed by the Board of Directors, may become an individual member of the Council upon acceptance by the Board of Directors, and entitled to one vote.
Section 2. Silver. Any individual, company or organization conducting operations in North Carolina, which has the improvement of the turfgrass industry as an objective, which assents to the Purposes of the Council and pays such membership fee and meets such other conditions as may be prescribed by the Board of Directors, may become a Silver Member upon acceptance by the Board of Directors, and entitled to one voting representative.
Section 3. Gold. Any firm, partnership or corporation which has an interest in improving the turfgrass industry in North Carolina and which agrees to be a member of the Council, pays such membership fee and meets such other conditions as may be prescribed by the Board of Directors, may become a Gold Member of the Council upon acceptance of its application by the Board of Directors, and entitled to one voting representative.
Section 3a. Corporate. Any corporation which has an interest in improving the turfgrass industry in North Carolina and which agrees to be a member of the Council, pays such membership fee and meets such other conditions as may be prescribed by the Board of Directors with a minimum of ten (10) members, may become a Corporate Member of the Council upon acceptance of its application by the Board of Directors, and entitled to full rights and privileges. The details/qualifications/dues amount of this member category will be worked out by the Board of Directors.
Section 4. Complimentary. The Board of Directors may extend complimentary membership to persons who can be helpful to the Council. Such members shall serve in an advisory capacity, with no rights and privileges of the organization, and no vote.
Section 5. Honorary Lifetime. The Council may extend honorary lifetime membership to such persons that the Council wishes to recognize for their contributions to the turfgrass industry by a vote of the Board of Directors. Such members have all the rights and privileges of individual members except that they pay no dues.
Section 6. Membership Certification and Roll. All members shall be issued appropriate membership documents in a form approved by the Board of Directors. Certificates for Individual, Silver, Gold and complimentary members, so designated, shall be issued as evidence of membership in good standing.
Certificates for Honorary Lifetime members, so designated, will be issued and shall be continuing from year to year. There shall be maintained in the office of the Council a roll of all members and their addresses.
Section 7. Duties of Members. Each member shall loyally support the Council and shall properly and in good faith comply with these bylaws and any amendments thereof duly adopted and with the terms and conditions of any and all agreements with the Council on his part to be performed; and with any and all rules and regulations adopted by the Council; and his conduct in all matters and things shall not be detrimental to the rights and interests of the Council.
Section 8. Resignation, Suspension or Termination. Any member may resign his membership upon giving notice in writing to the secretary during the month preceding the annual meeting of any year. Membership shall terminate when the member withdraws, or he or the Board of Directors cancel the membership. The Board of Directors shall have the right at all times to dismiss any member who has been judged by the Board to be acting contrary to the aims and purposes of the best interest of the Council, provided, however, that any such member shall have the opportunity to appear in his own defense before the next regular or special meeting of the membership. In such case the dismissed member may be reinstated by a two-thirds majority vote of the members present.
Section 9. Death. The death of any member shall automatically cancel his membership in the Council.
Section 10. Voting. Each member as defined in Article III, Sections 1, 2, 3 and 4, shall have the following number of votes on each question at any meeting of the Council:
Individual Member–one (1) vote
Silver Member–one (1) vote
Gold Member–one (1) vote
Honorary Lifetime Member–one (1) vote
Complimentary Member–no vote
No member shall be entitled to more than one (1) vote. Eligible voters must be current members.
Section 11. Vote by Proxy. Proxy votes shall not be valid.
Section 12. Dues.
(a) Annual Dues. Annual dues of the Council shall be determined by the Board of Directors.
(b) Assessments. Assessments of the Council shall be levied upon the recommendation of the Board of Directors and by a majority of the votes cast at any meeting of the Council.
Section 13. Liability. No member including officers and directors shall be liable for the debts of the Council.
Section 14. Members’ Property Interest. No member or patron shall have a property interest in this Council.
Section 15. Annual Meeting. The annual meeting of the Council shall be held between December 1 and March 31, the exact time and place to be determined by the Board of Directors.
Section 16. Special Meetings. The Board of Directors shall have the right to call a special meeting at any time, and ten percent of the members may file a petition stating the specific business to be brought before the Council and demand a special meeting at any time. Such meeting shall thereupon be called by the President and Secretary.
Section 17. Notice. Notice of all meetings, together with a statement of the purposes thereof, shall be mailed to each member at least 10 days prior to the meeting. No business shall be transacted at special meetings other than that referred to in the call. Notices and services thereof may be waived in writing by the attendance in person or by mail ballot, of all the members.
Section 18. Quorum. Ten (10) members present in person or represented by mail ballot shall constitute a quorum for the transaction of business at any meeting. A meeting shall be adjourned from time to time by those present until a quorum is obtained.
Section 19. Order of Business. The order of business at the annual meeting, and as far as possible at all other meetings of the members, shall be:
(a) Determination that a quorum is present.
(b) Proof of due notice of meeting.
(c) Reading and disposal of any unapproved minutes.
(d) Annual reports of officers and committees.
(e) Unfinished business.
(f) New business, including election of directors.
Article IV: DIRECTORS, OFFICERS AND ADVISORS
Section 1. Number. The business of the association shall be managed by a Board of Directors consisting of 5–7 members elected from the membership and the President, or his designee, from each of the turfgrass associations in North Carolina that, in the opinion of the Board of Directors, are well organized and sufficiently committed to the purposes of the Council that their inclusion will benefit the Council, who shall serve with vote, without compensation, and represent the turfgrass areas as outlined in the purposes of the Council. The Board of Directors may request certain individuals from North Carolina State University, the North Carolina Department of Agriculture, or other agencies to serve as advisors to the Board without vote. The Immediate Past President shall serve with vote as an advisor to the Board until replaced by the next Past President.
Section 2. Eligibility for Directors. Only members as defined in Article III, Section 1, 2, 3 and 5, of these bylaws shall be eligible for election to the Board of Directors.
Section 3. Election of Directors. At the first annual meeting of the members of this Council, directors shall be elected to succeed the incorporating directors. One-third of these directors, or as near as may be, shall be elected for one year; one-third, or as near as may be, shall be elected for two years; and one-third, or as near as may be, shall be elected for three years.
Thereafter, directors shall be elected for terms of three years with the exception of the designee from each of the turfgrass associations as defined in Article IV, Section 1, who shall serve for one (1) year.
Section 4. Officers. The Board of Directors shall meet immediately following the annual meeting and shall elect a President and Vice President from among themselves, and a Secretary and a Treasurer or a Secretary-Treasurer, who need not be members of the Board of Directors. Such officers shall hold office for one year, or until their successors are duly elected and qualified unless earlier removed by death, resignation or for cause. In the event an incumbent President shall serve a second one-year term, the Board may elevate the incumbent Vice President to President-Elect and elect a new Vice President. The Board of Directors shall also have the power to elect or appoint any assistant officers, and/or Executive staff that shall be found necessary in the operation of the Council.
Section 5. Meetings. The Board of Directors shall meet at least once yearly at a place and time set by the President. Special meetings of the Board of Directors shall be held upon call of the President or upon written request of a majority of the Directors.
Section 6. Notice of Meetings. Notice of both regular and special meetings shall be mailed by the Secretary to each member of the Board at his last known post office address not less than five (5) days before any such meeting; however such notice may be waived in writing or by the attendance in person of all the directors.
Section 7. Quorum. A 50% majority of the current elected Directors constitutes a quorum at any meeting of the Board, and a two-thirds majority of those in attendance is required to pass a motion.
Section 8. Vacancies. When a vacancy on the Board of Directors occurs, other than by expiration of term, the remaining members of the Board, by a majority vote, shall fill the vacancy until the annual meeting, when the members shall elect a director for the balance of the term. Any director or officer may resign upon giving notice in writing to the Board.
Article V: DUTIES OF DIRECTORS
Section 1. Management of the Council. The Board of Directors shall have general supervision and control of the Council and its affairs and shall make all rules and regulations not inconsistent with law or with these bylaws for the management of the Council and the guidance of the members, officers, employees, and agents of the Council.
Section 2. Executive Committee and Other Committees. The Executive Committee shall be composed of the officers of the Council and shall have such powers and duties as set forth by the Board of Directors. The minutes of any meeting of the Executive Committee shall be presented at the next meeting of the Board of Directors and made a part of the records. Such other committees as deemed advisable by the Board of Directors, and/or President in conducting the affairs of the Council may be appointed by the Board or President. Such committees shall be responsible to and shall report to the Board of Directors as the Board shall direct.
Section 3. Bonds and Insurance. The Board of Directors may require all officers, agents and employees charged by the Council with responsibility for the custody of any of its funds or negotiable instruments to give adequate bond. Such bonds, unless cash security is given, shall be furnished by a responsible bonding company and approved by the Board of Directors. The Board may provide for the adequate insurance of the property of the Council or property which may be in the possession of the Council, or stored by it, or not otherwise adequately insured, and in addition adequate insurance covering liability for accidents to all employees.
Section 4. Audits. At least once in each year the Board of Directors shall secure the services of a competent and disinterested public auditor or accountant, or appoint a disinterested committee of three members who shall make a careful review of the books and accounts of the Council and render a report in writing thereon, which report shall be submitted to the members of the Council at their annual meeting. The report shall include at least (1) a balance sheet showing the true assets and liabilities of the Council; (2) an operating statement for the fiscal period under review;(3) an itemized statement of all expenses for the period under review; (4) a statement showing the amount of capital, if any, furnished by the members during the period under review; and (5) a statement of the number of members at the beginning of the fiscal year, the number admitted to membership during the year, the number of memberships terminated, and the number of members at the close of the year. Special audits shall be made upon order of the Board of Directors or upon a majority vote of the members at any regular or called meeting.
Section 5. Reports to State and Federal Authorities. The Directors shall cause the Council to make and file with State and Federal Authorities all reports and returns as are now or may hereafter be required by law.
Article VI: DUTIES OF OFFICERS
Section 1. Duties of President. The President shall (1) preside over all meetings of the Council and of the Board of Directors, (2) call special meetings of the Board of Directors, (3) perform all acts and duties usually performed by an executive or presiding officer, and (4) sign all such papers of the Council as he may be authorized or directed to sign by the Board of Directors; provided, however, that the Board of Directors may authorize any person to sign any or all checks, contracts and other instruments in writing on behalf of the Council. The President shall perform such other duties as may be described by the Board of Directors.
Section 2. Duties of President-Elect. In the absence or disability of the President, the President-Elect shall perform the duties of the President; provided, however, that in the case of death, resignation, or disability of the President, the Board of Directors may declare the office vacant and elect his successor.
Section 3. Duties of Vice President. In the absence or disability of the President-Elect, the Vice President shall perform the duties of the President-Elect; provided, however, that in the case of death, resignation, or disability of the President-Elect, the Board of Directors may declare the office vacant and elect his successor.
Section 4. Duties of Secretary. The Secretary shall keep a complete record of all meetings of the Council and of the Board of Directors and shall have general charge and supervision of the books and records of the Council. The Secretary shall serve all notices required by law and by these bylaws and shall make a full report of all matters and business pertaining to this office to the members at the annual meeting. The secretary shall act as Secretary to the Executive Committee, and shall perform such other duties as may be required of the Secretary to the Council or the Board of Directors. Upon the election of a successor, the Secretary shall turn over to the successor all books and other property belonging to the Council that he may have in his possession.
Section 5. Duties of Treasurer. The Treasurer shall perform such duties with respect to the finances of the Council as may be prescribed by the Board of Directors. The Treasurer shall make all reports required by law.
Section 6. Delegation of Duties. Any of the above duties may be delegated by the Board of Directors to any assistant officers they may approve or elect.
Section 7. Executive Staff. The Board may employ an Executive Staff whose compensation and duties shall be prescribed by the Board of Directors.
Article VII: MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year. The fiscal year of this Council shall begin on July 1 and end on June 30 of each year.
Article VIII: AMENDMENTS
Section 1. By the Members. These bylaws may be amended, repealed or altered, in whole or in part, by a majority vote of the members present in person at any regular or special meeting at which there is a quorum and the notice of which contained a statement covering the proposed amendment.