By-Laws
OFFICES
The principal office of the IOWA SPORTS FIELD MANAGEMENT ASSOCIATION, hereinafter referred to as the Association, in the State of Iowa shall be located at the Iowa Turfgrass Office. The initial registered agent at said address was Mike Agnew. The Association may have such other offices, as the Board of Trustees may designate or as the business of the Association may require from time to time.
The registered office of the Association required by the Iowa Nonprofit Corporation Act to be maintained in the State of Iowa, may be, but need not be, identical with the principal office in the State of Iowa, and the address of the registered office may be changed from time to time by the Board of Trustees.
ARTICLE II
SECTION 1. MEMBERSHIP QUALIFICATIONS
Anyone interested in sports turf shall be eligible to membership in the Association. Payment of the membership fee as defined in Article II, Section 3.
SECTION 2. MEMBERSHIP CLASSIFICATION
Professional Sports Field Manager - Member directly involved in one or more of the following: design, maintenance, personnel management, budget preparation or full-time consulting to the industry.
Affiliate - Member engaged in business or research activities related to, but not directly engaged in, sports turf management, i.e., chemical suppliers, manufacturing and equipment suppliers, distributors, manufacturer representatives and business services.
Student - Inclusive through college graduation
Associate - Member who is a booster club member, volunteer, athletic director, coach, or otherwise allied with the field.
Honorary - An individual given membership to the Association, without obligation, in recognition of achievement or service to the Turfgrass Industry in Iowa, as determined by the Board of Trustees.
Retired - Member who is retired and no longer seeking full-time employment within the scope of activities of any membership category, and who has been a member for five years, may then become a non-voting member.
SECTION 3. MEMBERSHIP FEES
Annual membership fees - As a condition of holding membership in the Association, each member shall pay an annual membership fee. The annual fees for membership shall be determined by the Board of Trustees.
Membership fees not refundable - Membership fees paid by members of this Association shall not be refundable except upon order of the Board of Trustees.
SECTION 4. TRANSFER OF MEMBERSHIP
Membership in this Association shall not be transferable.
SECTION 5. CANCELLATION OF MEMBERSHIP:
Nonpayment of membership fees - Any member failing to pay the annual membership fee by March 1 shall thereupon forfeit membership in this Association. Reinstatement of membership shall be upon the same terms and conditions as are required for admission to membership.
Conduct deemed prejudicial to the Association - The right of any member to hold membership in the Association may be canceled for acts of conduct deemed prejudicial to the interests of the Association, by the vote of a majority of the members entitled to vote at a meeting of the membership held for the purpose of considering such action, provided, the member against whom such action is proposed to be taken shall have been notified of such proposed meeting by notice addressed to the last known post office address of such member as shown on the books of the Association placed in the United States (Registered) mail 10 days before the date of such meeting, stating the accusations and charges upon which such action is proposed to be taken and that such member be given opportunity to appear at said meeting to present witnesses and be heard for the purpose of disproving such charges.
Withdrawal from membership - Any member may withdraw from membership to the Association at any time by giving written notice of such intention addressed to the Board of Trustees and upon fulfillment and satisfaction of all obligations of such member to the Association existing at the same time notice of intent to withdraw from membership is presented to the Board of Trustees.
ARTICLE III
BOARD OF TRUSTEES
SECTION 1. GENERAL POWERS
The business and affairs of the Association shall be governed by its Board of Trustees. All Board members are entitled to one vote on all Association issues, except for the President of the Association who may only vote in the event of a tie. Honorary and Ex Offico board members are not allowed to carry a vote in business and affairs of the Association.
SECTION 2. NUMBER, TENURE AND QUALIFICATION
The number of Trustees of the Association shall be no more than eleven (11). Each Trustee shall hold office until the next annual meeting of the Board of Trustees and until his or her successor shall have been elected and shall qualify, or until death or resignation from office. A Trustee may resign at any time by filing a written resignation with the Secretary-Treasurer of the Association. Members of the Association shall be encouraged to submit a name or names to The Board of Trustees for consideration when a vacancy occurs. Other individuals with interest in being a Trustee shall be in the office of the Secretary-Treasurer of the Association at least ninety (90) days prior to the Association Annual Meeting.
A Trustee who changes membership classification under which they were elected shall submit a written resignation to the ISFMA Board within two weeks of the classification change. A Trustee who becomes unemployed shall submit resignation of his elected seat at the next official board meeting. The Board may vote to fill the vacated seat for the remainder of the Trustee’s term.
SECTION 3. BOARD OF TRUSTEES MEMBERSHIP
The Iowa State University extension turfgrass specialist or an Iowa State University horticulture faculty member in charge of the turfgrass research program shall be an ex-officio member of the Board of Trustees. Five (5) members of the Board of Trustees shall be elected to represent five (5) geographical areas within the state of Iowa, more specifically: Northeast, Northwest, Central, Southeast, and Southwest. The remaining seats include: two (2) selected at-large, two (2) representing the Commercial Industry, the President, and the Immediate Past President. Commercial Industry members shall not be elected to represent geographical areas within the state of Iowa or fill an at-large seat.
SECTION 4. TERM OF OFFICE
All members are for terms of three (3) years, except for the initial Board. Selection of members shall be staggered; no more than one-third (1/3) in any one year. A board member may serve successive terms if elected.
SECTION 5. SELECTION
The Immediate Past President shall serve as chairperson of the Nominating Committee. The committee shall consist of three (3) members appointed at least one-hundred twenty (120) days prior to the Association Annual Meeting. The nominating committee must recommend at least two (2) nominees for each vacancy on the board to the executive secretary/treasurer by November 10th for candidates to be printed in the December issue of the Sideline Report. The Nominees will then be voted on by ballot at the Association Annual Meeting by members in good standing. Must be present to vote. Absentee ballots for special circumstances will be administered at the board’s discretion. Vacancies on the board occurring between annual meetings shall be filled by appointment from the board of directors and shall serve for the remainder of the unexpired term.
SECTION 6. MEETINGS
The regular meetings may be held four times per year. One meeting at the time of the Association Annual Meeting, and/or other time(s) deemed appropriate by the Executive Board. Notice of the exact time of each regular meeting shall be given to the Board of Trustees at least one (1) week prior to the regular meeting.
Special meetings shall be held at such times as deemed necessary by the executive committee. Notice of special meeting shall be given at least five (5) days prior and of regular meetings at least ten (10) days prior by written notice. Not necessary to state business to be transacted at, nor purpose of, any regular or special meeting in the meeting notice.
SECTION 7. QUORUM
A simple majority of the Board of Trustees in office shall constitute a quorum for transaction of business, but a majority of those present (though less than a quorum) can adjourn the meeting.
SECTION 8. MANNER OF ACTING
The act of a majority of the trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees.
SECTION 9. PRESUMPTION OF ASSENT
A trustee of the Association who is present at a meeting of the Board of Trustees or a committee thereof at which action on any Association matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by restricted certified mail to the secretary of the Association immediately after the adjournment of the meeting. Such right to dissent shall not apply to a trustee who voted in favor of such action.
SECTION 10. COMMITTEES
The Board of Trustees and President by resolution may designate committees, including an executive committee, each committee to consist of one or more trustees, which to the extent provided in said resolution as initially adopted and as there-after supplemented or amended by further resolution adopted by a like vote, shall have and may exercise, for a stated period, the powers specified in such resolution. Except for the executive committee, all members of committees shall be appointed by the President of the Board of Trustees. The executive committee shall be comprised of the officers of the Association.
SECTION 11. INFORMAL ACTION WITHOUT MEETING
Any action required or permitted by the articles of incorporation or the bylaws or any provision of law to be taken by the Board of Trustees at a meeting or by resolution may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of the trustees then in office. Electronic mail is an acceptable manner of communication.
SECTION 12. INDEMNIFICATION
The Association shall indemnify any and all of its trustees, officers or former trustees or former officers against expenses incurred by them in connection with the defense of any action, suit or proceeding, civil or criminal, in which he or she is made a party by reason of being or having been such trustee or officer, except in relation to matters as to which he or she shall be adjudged in such action, suit or proceeding, if it shall be found by a majority of a committee composed of the trustees not involved in the matter in controversy (whether or not a quorum) provided there is one or more such trustees, that it was in the best interest of the Association that the trustee or officer was not guilty of negligence or misconduct.
SECTION 13. LIABILITY INSURANCE
The Board of Trustees may take action at any regular or special meeting enter into agreements with insurance companies for such liability insurance coverage, including coverage for personal injury, property damage and any other liability, as the Board shall from time to time approve.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER
The principal officers of the Association shall be President and Vice-President, each of whom shall be elected by the Board of Trustees. Such other executives as may be deemed necessary may be elected or appointed by the Board of Trustees.
SECTION 2. ELECTION AND TERM OF OFFICE
The officers of the Association shall be elected annually by the Board of Trustees at the fall meeting prior to the Annual Meeting. Affiliate members (Category3) are not eligible to serve as a chapter officer. They begin their term in office at the Annual Meeting, and shall serve a term of one (1) year. Officers would be eligible to be re-elected to serve on the Board following their term as Immediate Past President.
SECTION 3. ASCENSION PROCESS
At each Annual Meeting, the Vice-President shall vacate their director or at-large position and ascend to the presidency and the President to Immediate Past President. In the case of the President becoming unemployed, the Vice President shall ascend to fill the remainder of the President's one-year term and a Vice-President shall be appointed.
SECTION 4. REMOVAL
Any officer, agent or executive elected or appointed by the Board of Trustees may be removed by a two-thirds (2/3) vote of the Board of Trustees whenever, in its judgment, the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the persons so removed.
SECTION 5. VACANCIES
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, or as stated in Article III Section II shall be filled by appointment by the Board of Trustees for the unexpired portion of the term. In the case of the President becoming unemployed; the Vice President shall ascend to fill the remainder of the President’s one year term and a Vice President shall be appointed. In this succession, the ascending President will remain eligible to serve two more one year terms as President.
SECTION 6. PRESIDENT
The president shall, in general, supervise and control all of the business and affairs of the Association. The president shall, when present, preside at all meetings of the Board of Trustees. The president shall have authority, subject to Article IV hereof, to sign, execute, and acknowledge, on behalf of the Association, reports and all other documents or instruments necessary or proper to be executed in the course of the Associations regular business, of which shall be authorized by resolution of the Board of Trustees; and, except as otherwise provided by law or the Board of Trustees, the president may authorize the vice-president or other officer of the Association to sign, execute, and acknowledge such documents or instruments in his or her place and stead. In general the president shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Trustees from time to time.
SECTION 7. VICE-PRESIDENT’S DUTIES
In the absence of the president or in the event of the president’s death or resignation and inability or refusal to act, the vice-president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-president shall perform such other duties and have such authority as from time to time may be assigned by the president or by the Board of Trustees.
SECTION 8. IMMEDIATE PAST PRESIDENT
The Immediate Past President shall serve as chairperson of the Nominating Committee as outlined in Article III, Section 5. This position is also to serve as the chairperson of the Long-Range Planning Committee.
SECTION 9. EXECUTIVE SECRETARY-TREASURER’S DUTIES
The executive secretary-treasurer shall; (a) keep the minutes of the Board of Trustees’ meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate record (d) keep a register of the post office address of each trustee; (e) sign with the president, instruments and documents of the Association, the execution of which shall have been authorized by specific or general resolution of the Board of Trustees and which specifically require signature by the secretary; (f) certify Board of Trustees’ resolutions; (g) have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for moneys due and payable to the Association from any source whatsoever, and endorse and deposit all such moneys in the name of the Association in such banks, trust companies, or other depositories as shall be designated by Board of Trustees resolution in accordance with the provisions of Article IV, Section 4 hereof; (h) function as principal accounting officer in charge of books and account, accounting records and forms of the Association; (i) maintain adequate records of all assets, liabilities and transactions of the Association; (j) obtain from other officers all reports needed for recording the general operation of the Association or for supervising and directing accounts; (k) prepare or arrange for preparation of the Association balance sheet, financial statements and reports as directed by the president or the Board of Trustees; (l) prepare and file tax returns and reports in connection therewith required by law with necessary legal and accounting counsel and advice, and (m) in general perform all of the duties incident to the offices of secretary and treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned by the president or by the Board of Trustees.
ARTICLE V
PURCHASES, CONTRACTS, LOANS, CHECKS, DEPOSITS
SECTION 1. CONTRACTS
The secretary-treasurer shall have authority to enter into written or oral contracts for the purchase of good and services on behalf of the Association in an amount not to exceed budgeted items. Approval by the Board of Trustees of plans for Regular Association operations shall be sufficient for expenditures reasonably related thereto without further authorization or approval. Additional grants and expenditures must be authorized by the Board of Trustees.
SECTION 2. NEGOTIABLE INSTRUMENTS
The secretary-treasurer shall sign all checks, drafts, notes, bonds and orders for payment of money of the Association. In the event of an emergency requiring the expenditure of funds and in the absence of the secretary-treasurer, the president may sign checks, drafts, notes, bonds and orders for payment of money of the Association, with prompt reporting of such act or acts to the secretary-treasurer and one or more members of the Executive Committee.
SECTION 3. LOANS
No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Trustees.
SECTION 4. DEPOSITS
All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as may be selected by or under the authority of the Board of Trustees.
SECTION 5. BONDING
The Association shall provide a fidelity bond for the officers and executive secretary handling the moneys of the Association, the amount determined by resolution of the Board of Trustees.
ARTICLE VI
OPERATING YEAR
The Association shall operate on a calendar year.
ARTICLE VII
AMENDMENTS
Bylaws may only be altered, amended, or repealed by a vote of Association members in good-standing. Balloting may be done electronically, through the US mail or during the Annual Meeting of the membership. Proposed changes or additions must be delivered by ordinary mail or electronically at least thirty (30) days in advance of the meeting or voting deadline to the last known address of each member of the Association.
