BYLAWS OF
INTERNATIONAL TURFGRASS SOCIETY
BYLAWS OF INTERNATIONAL TURFGRASS SOCIETY
ARTICLE I. Records
Section 1.1 Membership Register. This Corporation shall keep at its
registered office a membership register, giving the names and addresses
of the Members.
Section 1.2 Records to be Kept at Registered Office. The records of this Corporation shall be kept at its registered office.
ARTICLE II. Members
Section 2.1 Eligible Members. Only individuals who are turfgrass
scientists, or who are interested in turfgrass science, shall be
eligible for membership, unless the Board of Directors determines
otherwise.
Section 2.2 Class of Members. This Corporation shall have three (3) classes of Members, which shall be:
2.2a Individual Members. An Individual Member must be a turfgrass
professional who is Involved with research, extension, teaching, or
other recognized professional segments of turfgrass science.
2.2b Student Members. A Student Member must be a graduate student. An
individual cannot remain in this category for more than four (4) years.
2.2c Sustaining Members. A company or organization interested in the
objectives of this Corporation may be a Sustaining Member and may
designate one (1) individual to represent it. The person designated
must qualify as an Individual Member in his/her own right, but is not
required to pay Individual Member dues when acting as designee of a
Sustaining Member; provided that the designee shall be entitled to cast
only a vote on behalf of the Sustaining Member and may not vote
separately as an Individual Member.
Section 2.3 Dues. The Board of Directors may set an amount for the
annual dues that each Member must pay to become or remain a Member of
the particular class.
Section 2.4 Term. Each Member shall continue as a Member as long as the
Member satisfies the conditions of membership. A Member may be removed
as provided for in Section 2.7 of this Article.
Section 2.5 Resignation and Transfer. A Member may resign at any time.
No Member may transfer, voluntarily or involuntarily, a membership, or
any right arising therefrom, and all such rights shall cease upon
termination of membership.
2
Section 2.6 Removal. A Member whose dues are in arrears at the time of
any quadrennial meeting shall be automatically removed as a Member. In
addition, a Member may be removed by the majority vote of the Members
present at a meeting at which a quorum exists. The meeting notice must
state that removal of the Member will be an agenda item. In addition,
notice must be provided to the affected Member in writing at least
fifteen (15) days in advance of the meeting stating the reasons for the
termination and that the Member may submit a written response at least
five (5) days prior to the meeting and may be heard orally at the
meeting if a request to be heard is submitted to the attention of the
President at the registered office of the Corporation at least five (5)
days in advance of the meeting.
Section 2.7 Policy Recommendations. Members of this Corporation shall recommend policy to the Board of Directors.
Section 2.8 No Participation in Management. Members of this Corporation
shall not participate, as Members, in the management of this
Corporation.
Section 2.9 Certificates. This Corporation shall not issue membership certificates to its Members.
ARTICLE III. Meetings of Members
Section 3.1 Place of Meeting. Meetings may be held at any place designated in the call of the meeting.
Section 3.2 Quadrennial Meeting. The Members shall meet once every four
years, for the election of directors and for the transaction of such
business as may properly come before the meeting, at such time and such
place as may be designated by the Members. At each such meeting, in
addition to the election of directors, the President and Treasurer
shall report on the activities and financial condition of the
Corporation; and the Members shall consider and act upon other matters,
including naming the host country for future quadrennial meetings, as
may be raised consistent with the notice of the meeting. The host
country for each quadrennial meeting shall be designated by a vote of
Members eight (8) years in advance of such meeting.
Section 3.3 Special Meetings. Special meetings of the Members may be
held at the registered office of the Corporation or at such other place
as may be designated, and at such time as shall from time to time be
determined by the Board. The President shall call such meetings.
Section 3.4 Notice of Meetings. Written notice of each meeting of
Members, stating the time and place thereof, and, in the case of a
special meeting, the purpose thereof, shall be given not less than five
days in advance of the meeting, to each Member.
Section 3.5 Waiver of Notice. Any Member may make written waiver of
notice of any meeting before, at, or after the meeting. Any Member who
attends a meeting is deemed to waive notice of the meeting, unless the
Member attends the meeting solely for the purpose of challenging the
propriety of holding the meeting without adequate notice.
3
Section 3.6 Quorum. A quorum for a meeting of Members is the attendance
of the lesser of (a) thirty (30) Individual Members at the meeting, or
(b) ten percent (10%) of the Members entitled to vote at the meeting.
If a quorum is present when a duly called or held meeting is convened,
the Members present may continue to transact business until
adjournment, even though the withdrawal of Members originally present
leaves less than the proportion or number otherwise required for a
quorum.
Section 3.7 Voting Rights. At all meetings, each Individual Member and
each Sustaining Member shall have one (1) vote. Student Members shall
not have the right to vote. Proxies shall be permitted at meetings of
Members. There shall be no cumulative voting. Unless otherwise provided
by law, a majority of the votes cast shall govern in every election and
matter voted upon. A secret ballot shall be conducted for all contested
elections and to decide the country to host the next quadrennial
meeting or meetings.
Section 3.8 Action Without Meeting. Any action which may be taken by
the Members at a meeting of Members may be taken without a meeting if
authorized by a writing or writings signed by all of the Members who
would be entitled to vote at such meeting, and such action shall be
effective on the date on which the last signature is placed on such
writing or writings, or such earlier effective date as is set forth
therein.
ARTICLE IV. Directors
Section 4.1 Class of Directors. There shall be but one (1) class of
directors and their voting and other rights, interests, and privileges
shall be equal.
Section 4.2 Number of Elected Directors. The number of directors of
this Corporation elected by the Members shall be (7), or such larger
number as is determined by the Board from time to time.
Section 4.3 Past President and Elected Officers as Directors. The past
president and each of the elected officers designated in Section 7.1 of
Article VII shall also be a member of the Board of Directors for such
period of time as he/she shall serve as past president or an elected
officer. When such person ceases to serve as past president or an
elected officer, he/she shall also cease to be a member of the Board of
Directors, if he/she was a board member solely by virtue of being past
president or an elected officer.
Section 4.4 Election of Directors. The directors of this Corporation,
other than a director who serves by virtue of being a past president or
an elected officer, shall be elected by the Members of this
Corporation. At least four (4) countries shall each have an elected
director on the Board of Directors and no more than two (2) elected
directors shall be residents of one (1) country.
Section 4.5 Term. Each director shall serve for a term of four (4)
years. A director may be reelected as a director. A director who has
served two four-year terms shall not be eligible thereafter to serve as
a director, except that a past president or an elected officer of this
Corporation shall be eligible to serve as a director as long as the
person serves as past president or an elected officer, notwithstanding
that the person may already have served two four-year terms as a
director.
4
Section 4.6 Eligibility. Any adult natural person, who has been a
Member in good standing of the Corporation for at least four (4) years,
is eligible to serve as a director. There shall be no directors that
are corporations.
Section 4.7 Removal of Directors. The Members, by a majority vote of
those entitled to vote at an election of directors, may, with or
without cause, remove a director or the entire Board of Directors from
office. Neither a director nor the entire Board of Directors shall be
removed from office unless the notice of the meeting at which removal
is to be considered states such purpose. When the Board of Directors or
a member of the Board of Directors has been removed, new directors or a
new director may be elected at the same meeting.
Section 4.8 Vacancies. Any vacancy or vacancies in the office of a
director, either through death, resignation, or any other reason, may
be filled by the remaining members of the Board of Directors, except
for vacancies filled pursuant to section 4.7, which shall be filled by
the Members. The term of a director so appointed expires at the end of
the term that the director is filling.
Section 4.9 Resignation and Transfer. A director may resign at any
time. No director may transfer, voluntarily or involuntarily, his/her
office as director, or any rights arising therefrom, and all such
rights shall cease if a person serving as a director ceases to be a
director.
ARTICLE V. Meetings of Directors
Section 5.1 Place of Meetings. Meetings may be held at any place designated in the call of the meeting.
Section 5.2 Quadrennial Meeting. The quadrennial meeting of the
directors for the election of officers and for the transaction of such
other business as may properly come before the meeting shall be held at
such time and place as may be designated by the directors. At each
quadrennial meeting, in addition to the election of officers, the
president and treasurer shall report on the activities and financial
condition of the Corporation; and the directors shall consider and act
upon other matters as may be raised consistent with the notice of
meeting.
Section 5.3 Regular Meetings. Regular meetings of the directors may be
held at the registered office of the Corporation or at such other place
as may be designated, and at such time as shall from time to time be
determined by the directors. The President shall call such meetings.
Section 5.4 Special Meetings. Special meetings of the directors may be
called by the President or in any manner prescribed by law.
Section 5.5 Notice of Meetings. Written notice of each meeting of
directors, stating the time and place thereof, and, in the case of a
special meeting the purpose thereof, shall generally be given at least
thirty (30) days in advance of the meeting to each director; provided,
however, that when determined to be necessary or appropriate, at the
discretion of the President, a meeting of directors may also be called
as described above not less than five (5) days in advance of the
meeting.
5
Section 5.6 Waiver of Notice. Any director may make written waiver of
notice of any meeting before, at, or after the meeting. Any director
who attends a meeting is deemed to waive notice of the meeting unless
the director attends the meeting solely for the purpose of challenging
the propriety of holding the meeting without adequate notice.
Section 5.7 Quorum. A majority of the directors currently holding
office is a quorum for the transaction of business. If a quorum is
present when a duly called or held meeting is convened, the directors
present may continue to transact business until adjournment, even
though the withdrawal of members originally present leaves less than
the proportion or number otherwise required for a quorum.
Section 5.8 Voting Rights. At all meetings, each director shall have
one (1) vote. Proxies shall not be permitted at meetings of directors.
There shall be no cumulative voting. Unless otherwise provided by law,
a majority of the votes cast shall govern in every election and matter
voted upon.
Section 5.9 Action Without Meeting. Any action which may be taken by
the directors at a meeting of directors may be taken without a meeting
if authorized by a writing or writings signed, or consented to by
authenticated electronic communication, by all of the directors who
would be entitled to vote at such meeting, given ten (10) working days
to respond to the request for authorization, and such action shall be
effective on the date on which the last signature is placed on such
writing or writings or such authenticated electronic communication is
received, or such earlier effective date as is set forth therein.
Section 5.10 Electronic Communications. A conference among directors by
means of communication through which the participants may
simultaneously hear each other during the conference is a meeting of
the directors, if the same notice is given of the conference as would
be required for a meeting and if the number of persons participating in
the conference is a quorum. Participation in the meeting by this means
is personal presence at the meeting.
A director may participate in a meeting of the Board of Directors by
means of communication through which the director, other persons
participating, and all persons physically present at the meeting may
simultaneously hear each other during the meeting. Participation in the
meeting by this means is personal presence at the meeting,
Section 5.11 Compensation. The directors shall serve as directors without compensation.
Section 5.12 Nominating Committees. The President shall appoint a
nominating committee within two (2) years after each quadrennial
meeting of the Members for the purpose of nominating eligible
candidates for the office of director. The nominating committee shall
canvas the Members for suggestions.
The nominating committee shall consist of a minimum of five (5)
Members, including the immediate Past President who shall serve as
chair, the current President, and at least one (1) Member from each of
three (3) countries, other than the country of the Past President and
the President. If the Past President is unable to serve, a replacement
shall be named from a country not represented on the committee and a
chair shall be appointed from within the committee. The committee shall
provide an opportunity for Members to submit names in writing for
consideration
6
as nominees, provided the individual whose name is submitted has
consented to serve if elected and has indicated a willingness to attend
board meetings and general meetings of the Society.
Nominations will be accepted from the floor provided the individual is
eligible to serve, has consented to serve, and the election of the
nominee will not result in more than two (2) elected directors being
citizens of the same country.
The nominating committee shall advise the Members in writing prior to the quadrennial meeting of the names of the nominees.
If the nominating committee fails to follow the foregoing procedures,
the President shall take action early at the quadrennial meeting to
ensure that a nominating committee functions in accordance with these
Bylaws, that opportunity from Members to submit names for consideration
as nominees is provided, and that the names of nominees are posted as
early as possible at the meeting.
Section 5.13 Quadrennial Meeting Host Country Designation.
The Board of Directors shall hear a formal in-person presentation from
candidate host countries offering to host a future International
Turfgrass Research Conference, not less than two (2) days prior to the
quadrennial meeting of Members. The presentation shall be supported by
a minimum of two (2) Members, each of at least four (4) years as
Members in good standing. Presenters shall be required to supply
written evidence of logistical support in the form of a letter of
invitation from a relevant educational or research facility
guaranteeing secretarial and editorial services for the production of
the International Turfgrass Society Research Journal. Further, the
presenters shall also supply letters of acceptance from the local
proposed scientific review body responsible for assembling the proposed
conference program, of which at least two (2) shall be from scientists
or advisors actively working in the turfgrass industry. Candidate host
countries meeting the required criteria shall then be invited to repeat
their presentation to Members at the quadrennial meeting of Members
whereupon a vote shall be taken by Members to select the next host
country.
Section 5.14 Other Committees. From time to time the Board of Directors
may create such standing and special committees as it may see fit, and
may designate the duties and powers of such committees; provided,
however, that no such committee shall be given authority to amend the
Articles of Incorporation or to amend the Bylaws of this Corporation.
Each such committee created from time to time by the Board of Directors
shall submit to the Board of Directors each year at the annual meeting
of the Board of Directors, of at such other meeting(s) as the Board of
Directors may designate, a report of the actions and recommendations of
such committee.
Section 5.15 No Loans to Directors. This Corporation shall not lend any
of its assets to any member of the Board of Directors of this
Corporation. If any such loan be made, the officers and members of the
Board of Directors who make such loans, or assent thereto. shall be
jointly and severally liable for repayment or return thereof.
7
ARTICLE VI. Powers of Directors
The general government, management, and direction of this Corporation
shall be vested in the Board of Directors, which shall be authorized to
exercise all corporate powers except as limited by statute, the
Articles of Incorporation of this Corporation, or by the Bylaws of this
Corporation.
ARTICLE VII. Officers
Section 7.1 Designation and Election. The Board of Directors shall
elect the President, President-Elect, Vice President, Treasurer,
Secretary, ITS Website Editor, ITS Newsletter Editor, ITSRJ
Editor-in-Chief and Historian. Preference shall be given to having the
President be a citizen of the country in which the next meeting of the
society will be held, and to having the President-Elect be a citizen of
the country invited to host the meeting following the next meeting. The
Treasurer shall be located in the United States of America. Each
officer shall serve as a director of the Corporation during his or her
term in office.
Section 7.2 Term. Each officer shall serve for a term of four (4)
years. An officer may be reelected for one (1) additional, consecutive
term, except that an officer who has served two (2) or more consecutive
terms shall be eligible for election to the offices of President and
President-Elect, and except that the ITS Website Editor, ITS Newsletter
Editor, Treasurer and Historian may be reelected for unlimited
consecutive terms.
Section 7.3 Duties of President. The President shall be the chief
executive officer. He/she shall take the role of chairperson at all
meetings of the Members and at meetings of the Board of Directors, or
shall appoint a director to act as chairperson for that meeting. He/she
shall have general charge, supervision, and control of the business and
affairs of this Corporation, subject, however, to the control of the
Board of Directors.
Section 7.4 Duties of President-Elect. The President-Elect shall advise
the President and the Board of Directors with respect to plans
pertaining to the second upcoming quadrennial meeting of the Members.
Section 7.5 Duties of Vice President. The Vice President shall, during
the absence or disability of the President, perform the duties and
exercise the powers of President.
Section 7.6 Duties of Secretary. The Secretary shall attend all
meetings of the Board of Directors and all meetings of the Members, and
record all votes and keep minutes of all proceedings. He/she shall
give, or cause to be given, notice of all meetings of the Members and
the Board of Directors.
Section 7.7 Duties of Treasurer. The Treasurer shall have custody of
this Corporation’s funds and securities and shall keep full and
accurate account of the receipts and disbursements in books belonging
to this Corporation, and shall deposit all moneys and other valuable
effects in the name
8
and to the credit of this Corporation in such depositories as may be
designated by the Board of Directors or by the President in the absence
of designation by the Board of Directors.
Section 7.8 Duties of the ITS Website Editor. The ITS Website Editor
shall set up, maintain and keep up-to-date a dedicated web hosting
service to provide information about the running of the Society and to
promote its activities.
Section 7.9 Duties of the ITS Newsletter Editor. Using content provided
by the Members, the ITS Newsletter Editor shall produce a
non-commercial ISSN registered newsletter in electronic format of the
Society’s activities and other relevant industry content at a minimum
frequency of twice per year, for the benefit of the Members.
Section 7.10 Duties of the ITSRJ Editor-in-Chief. The ITSRJ
Editor-in-Chief shall be responsible for the supply of editorial
services and resources required for the timely production of the
International Turfgrass Research Society Research Journal, including
but not necessarily limited to: the appointment of assistant editors,
associate editors and reviewers; liaison with the host country
scientific program planning committee; overseeing publishing
arrangements with the approved publishing house; and collaboration with
optional journals with an Impact Factor for peer-reviewed papers.
Section 7.11 Duties of Historian. The Historian shall maintain the
historical record of the activities of this corporation and shall
present a written report at each quadrennial meeting.
Section 7.12 Removal of Officers. Any officer may be removed by the
Board of Directors with or without cause. Such removal, however, shall
be without prejudice to the contract rights to the person so removed.
Section 7.13 Compensation. The salary or compensation, if any, of all officers shall be fixed by the Board of Directors.
Section 7.14 Special Powers. Any officer may be vested by the Board of
Directors with any power and charged with any duty not contrary to law
or inconsistent with the Articles of Incorporation of this Corporation
or these Bylaws.
Section 7.15 No Loan to Officers. This Corporation shall not lend any
of its assets to any officer of this Corporation. If any such loan be
made, the officers and members of the Board of Directors who make such
loan, or assent thereto, shall be jointly and severally liable for
repayment or return thereof.
ARTICLE VIII. Corporate Seal
This Corporation shall have no corporate seal.
9
ARTICLE IX. Amendment of Articles of Incorporation
The Members of this Corporation shall have the right to amend the
Articles of Incorporation of this Corporation, as provided in Article
XI of the Articles of Incorporation. The directors of this Corporation,
by a majority vote, also may amend the Articles of Incorporation of
this Corporation at a duly constituted meeting of the Board of
Directors. Notice of the meeting and the proposed amendment must be
given to the directors.
ARTICLE X. Amendment of Bylaws
The directors of this Corporation shall have the right to amend the
Bylaws of this Corporation as provided by law, without membership
approval; and the Members of this Corporation shall have the right to
amend the Bylaws of this Corporation as provided by law.
ARTICLE XI. Miscellaneous
Any procedures not covered by the applicable provisions of the
Minnesota Nonprofit Corporation Act, the Articles of Incorporation of
this Corporation, or these Bylaws, shall be governed by Roberts Rules
of Order, as amended from time to time.
ARTICLE XII. Place of Records
This Corporation shall keep at its registered office correct and
complete copies of its Articles and Bylaws, accounting records, and
minutes of meetings of Members, Board of Directors and committees
having any of the authority of the Board of Directors.
7th July 2019
-
- I, the undersigned, of full age, for the
purpose of forming a corporation pursuant to the provisions of
Chapter 317A of Minnesota Statutes, known as the Minnesota Nonprofit
Corporation Act, do hereby set forth the following Articles of
Incorporation:
- The name of this Corporation is International Turfgrass Society.
- This Corporation is organized exclusively for
charitable, educational, and scientific purposes, within the meaning
of Section 501 (c) (3) of the Internal Revenue Code of 1986,
including the advancement of turfgrass science. The objectives of
this Corporation shaft include, but shall not be limited to, the
following:
-
- To encourage research and education in turfgrass science, to
further the dissemination of technical information, and to
accept and administer funds for those purposes;
-
- To organize conferences for presentation of the results of
research studies;
-
- To strive toward uniform terminology and standard research
evaluation techniques;
-
- To maintain liaison with other scientific and educational
bodies having an interest in turfgrass science;
-
- To support college and university educational, research, and
scholarship programs that further turfgrass improvement and use;
-
- To solicit funds and to accept gifts and contributions, to
put to productive use all of the funds and property which this
Corporation may own at any time, and to use and distribute
income and property exclusively for the purposes set forth in
this Article II;
-
- To make distributions to organizations that qualify as
exempt organizations under Section 501 (c) (3) of the Internal
Revenue code, as amended from time to time; and
-
- To do any and all things and exercise any and all powers.
rights, and privileges for which a corporation may now or
hereafter be organized under the Minnesota Nonprofit Corporation
Act, as amended from time to time.
- None of the provisions of this Article II
shall be construed to permit this Corporation to carry on any
business, or hereafter to exercise any power, or to do any act,
which a corporation now or hereafter organized under the Minnesota
Nonprofit Corporation Act may not at any time carry on, exercise or
do; nor shall this Corporation carry on any business or exercise any
power in any state, territory, or country which under the laws
thereof this Corporation may not lawfully carry on or exercise.
- Notwithstanding any provision of these
Articles of Incorporation, this Corporation shall not have the
power, and shall not be authorized, to devote any substantial part
of the activities of this Corporation to the carrying on of
propaganda or otherwise attempting to influence legislation, or to
participate in or intervene in (including the publishing or
distribution of statements) any political campaign on behalf of any
candidate for public office.
- Notwithstanding any other provision in these
Articles of Incorporation, this Corporation shall not carry on any
activities not permitted to be carried on (a) by a corporation
exempt from federal income tax under Section 501 (c) (3) of the
Internal Revenue Code of 1986, as amended from time to time, or (b)
by a corporation, contributions to which are deductible under
Section 170(c) (2) of the Internal Revenue Code of 1986, as amended
from time to time.
- This Corporation shall not afford pecuniary gain, incidentally or
otherwise, to its members.
- No part of the earnings of this Corporation shall inure to the
benefit of, or be distributable to, its members, directors,
officers, or other private persons, except that this Corporation
shall be authorized and empowered to pay reasonable compensation for
services rendered and to make payments and distributions in
furtherance of the purposes set forth in Article II.
- The duration of existence of this Corporation shall be perpetual.
- The location of the registered office of this Corporation in the
State of Minnesota shall be at 811 1 Lyndale Avenue South,
Bloomington, Minnesota 55420.
- The name and address of the incorporator of this Corporation is
James R. Watson, 3 Larkdale Drive, Littleton, Colorado, 80 1 23.
- The members of this Corporation shall not be subject to any
extent whatsoever to personal liability for the obligations of this
Corporation.
- This Corporation shall have no capital stock.
- All of this Corporation's property and all of its net earnings
shall be distributed, used, and applied at the discretion of its
Board of Directors in such amount and at such times as its Board of
Directors may determine for the purposes for which this Corporation
was created; provided, however, that no part of the net earnings of
this corporation shall inure to the benefit of any member, director,
or individual.
- Upon the dissolution of this Corporation, the Board of Directors
shall, after paying or making provision for the payment of all of
the liabilities of this Corporation, dispose of all of the assets of
this Corporation exclusively for the purposes of this Corporation in
such manner, or to such organization or organizations organized and
operated exclusively for charitable, educational, religious or
scientific purposes as shall at the time qualify as an exempt
organization or organizations under Section 501 (c) (3) of the
Internal Revenue Code of 1986, as amended from time to time, as the
Board of Directors shall determine. Any such assets not so disposed
of shall be disposed of by the District Court of the county In which
the principal office of this Corporation is then located,
exclusively for such purposes or to such organization or
organizations, as said Court shall determine, which are organized
and operated exclusively for such purposes.
- The Articles of Incorporation may be amended by the affirmative
vote of two thirds of the members present at a meeting at which a
quorum is present, provided that notice of the proposed amendment
shall have been mailed to each of the voting rhembers at least sixty
days prior to the meeting at which the amendment is proposed to be
adopted.
- James R. Watson
- STATE OF MINNESOTA
COUNTY OF HENNEPIN
- On this 24th day of September, 1991, before me personally
appeared James R. Watson, to me know to be the person described in
the who executed the foregoing instrument and acknowledged that he
executed the same as his free act and deed.
- N.Jeanne Ryan
- Notary Public