CFSTMA Chapter By-Laws

LOCAL/REGIONAL CHAPTER

CENTRAL FLORIDA SPORTS TURF MANAGERS ASSOCIATION CHAPTER

2018

SPORTS TURF MANAGERS ASSOCIATION

BYLAWS

We, as Chapter Officers have reviewed and hereby agree to endorse and abide by these Chapter Bylaws.

President – Dale Croft, CSFM      President Elect – Joe Gasparini, CSFM     Commercial Vice President – Chris Brown

Treasurer – Rob Julian, NFL SFM   Secretary – Chris Lessig      Vice President of Education – David Nowakowski, CSFM

Date: January 1, 2018

ARTICLE I – PURPOSE OF ORGANIZATION

The purpose of the Chapter is to give STMA members a vehicle to network with their peers and to meet regularly for management level educational opportunities to develop the theory and understanding of sports turf management and advance the art and science of managing that process. The Chapter will, in accomplishing this purpose, operate exclusively without profit and in cooperation with the Sports Turf Managers Association and shall not take any public position contrary to that of the Association.

ARTICLE II INCORPORATED

The Chapter shall be incorporated under the laws of the State/Province of Florida.

ARTICLE III TYPES OF MEMBERSHIP

Section 1. CLASS OF MEMBERS

There shall be three classes of Chapter membership: Professional Members, Commercial Members and Student Members. All memberships are personal to the individual and are non transferable.

Professional Members shall be those management professionals who are involved in the direct management, development and organizational support of the sports turf function and process (sports turf management practitioner).

Commercial Members shall be those who support or promote the development of the sports turf management profession (manufacturers, suppliers, consultants, etc.).

Student Members shall be those who are registered full time students at a college or university.

Section 2. MEMBERSHIP REQUIREMENTS

A chapter must have a minimum of twenty five (25) sports turf members or academics (from the area to be included within the chapter) to start up a chapter and must maintain a minimum of twenty five active members to continue to function as an active Chapter of the Association.

Membership in the Chapter shall be open to both STMA MEMBERS and non members.

Application for membership in the Chapter shall be submitted on such forms as shall be approved from time to time by the Chapter Executive Board. The application shall be accepted in accordance with these Bylaws and upon payment of the required yearly dues if any. The Chapter Executive Board shall provide acceptance/rejection status to each applicant and maintain the membership records.

Membership is continuous until terminated as provided herein.

Section 3. NON MEMBERS

Attendance fees may be charged for non member attendance at chapter programs. These shall be collected for each individual function.

Section 4. VOTING RIGHTS

Each member of a chapter shall be entitled to one vote on each matter submitted to a vote of the members.

Non Members do not have voting privileges.

Section 5. TERMINATION OF MEMBERSHIP

Membership of a Chapter member may be suspended or terminated by the Chapter Executive Board upon its finding that such member shall have violated the rules or policies of the Chapter, subject to such procedures as the Chapter Executive Board shall deem appropriate to permit any such member to be advised of and answer such charges as may be made against the member.

Membership in the Chapter may be terminated if a member’s annual chapter dues remain unpaid for a period of ninety days after same shall have become due.

Section 6. RESIGNATION

Any member may resign by filing a written resignation with the Chapter Executive Board, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.

Section 7. REINSTATEMENT

Upon written request signed by a suspended or terminated member and filed with the Secretary, the Chapter Executive Board may, by the affirmative vote of two thirds of the Chapter Executive Board, reinstate such suspended or terminated member to membership upon such terms as the Chapter Executive Board may deem appropriate.

Section 8. TRANSFER OF MEMBERSHIP

Membership in the chapter is personal to an individual, and is non transf6rable.

ARTICLE IV  MEETINGS OF MEMBERS

Section 1. ANNUAL MEETING

An Annual Business Meeting of the members shall be held once each year, to report on the state of the organization and in alternate years for the purpose of electing officers for the following two calendar year(s) and for the transaction of such other business as may come before the meeting.

Section 2. SPECIAL MEETINGS

Special meetings of the members may be called either by the Chapter President, the Chapter Executive Board, or not less than 40% of the members having voting rights.

Section 3. REGULAR MEETINGS

At least three regular meetings shall be held per year.

Section 4. ACTION BY MEMBERS

Any member shall have the right to place any matter pertinent to the Chapter before the membership of the Chapter by forwarding a written request that such action be taken to the Secretary not less than sixty days before an Annual Business Meeting. The Secretary shall thereupon include such matter in the notice of meeting thereafter sent to each member.

Section 5. PLACE OF MEETING

The Chapter Executive Board may designate any place, either within or without the State/Province of Florida, as the place of meeting for any Annual Business Meeting or for any special meeting called or acted upon by the Chapter Executive Board. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Chapter in the State/Province of Florida, provided, however, that if ALL of the members shall meet at any time and place, either within or without the State/Province of Florida , and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section 6. NOTICE OF MEETING

Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered, either personally, by mail, or electronically to each member entitled to vote at such meeting, not less than fifteen days before the date of such meeting, by or at the direction of the President, or the Secretary, or the Chapter Executive Board, or persons calling the meeting. In case of a special meeting or when required by statute or by these Bylaws, the purposes for which the meeting is being called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the postal office mail addressed to the member at his or her address as it appears on the records of the Chapter, with postage thereupon paid.

Section 7. INFORMAL ACTION BY MEMBERS

Any action required to be taken at a meeting of the members of the Chapter, or any other action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action, shall be signed by all the members entitled to vote.

Section 8. QUORUM

At any regularly scheduled meeting of members of the Chapter, a quorum shall consist of not less than 20% of the voting members. No proxies shall be accepted or allowed to be voted.

At any special meeting of members of the Chapter, a quorum shall consist of not less than 40% of the voting members. No proxies shall be accepted or allowed to be voted.

Section 9. GOVERNING RULES

At any meeting of members, procedures not otherwise set forth herein shall be governed by Roberts Rules of Order, Revised. Any rule of procedure may be suspended temporarily by the affirmative vote of two thirds of the members then present.

ARTICLE V  EXECUTIVE BOARD

Section 1. GENERAL POWERS

The affairs of the Chapter shall be managed by its Chapter Executive Board.

Section 2. NUMBER AND QUALIFICATIONS

The members of the Chapter Executive Board shall consist of the Chapter Officers and the respective Chairperson of each Standing Committee. (See Article VII, Section 1.)

An individual must have been an active member of the STMA Chapter for a minimum of one year, just prior to election or appointment, to be eligible to serve in a chapter board position.

Professional and Commercial Members may serve on the board and run for elected office.
An STMA Chapter member may be a member of more than one chapter but cannot hold elected office in more than one chapter at the same time.

No company or organization shall have more than one member/employee serving as an officer at the same time

Section 3. REGULAR BOARD MEETINGS

A regular annual meeting of the Chapter Executive Board shall be held without other notice than this by law, immediately prior to, or immediately following, and at the same place as the Annual Business Meeting of members. The Chapter Executive Board may provide by resolution, the time and place, either within or without the State/Province of Florida, for holding of additional regular meetings of the Chapter Executive Board without other prior notice than such resolution.

Section 4. SPECIAL BOARD MEETINGS

Special meetings of the Chapter Executive Board may be called by or at the request of the President or any two members thereof. The person or persons authorized to call special meetings of the Chapter Executive Board may fix any place, either within or without the State/Province of Florida, as the place for holding any special meeting of the Chapter Executive Board called by them.

Section 5. NOTICE

Notice of any special meeting of the Chapter Executive Board shall be given at least 15 days previously thereto by written notice.

Section 6. QUORUM

A majority of the members of the Chapter Executive Board shall constitute a quorum for the transaction of business at any meeting of the Executive Board provided, that if less than a majority of the members thereof are present at said meeting, a majority of the members of the Chapter Executive Board present may adjourn the meeting from time to time without further notice

Section 7. MANNER OF ACTING

The act of a majority of the members of the Chapter Executive Board present at a meeting, at which a quorum is present, shall be the act of the Chapter Executive Board, except where otherwise provided by law or by these Bylaws.

Section 8. VACANCIES

Any vacancy occurring in the Chapter Executive Board or any seat thereof to be filled by reason of any increase in the number of members thereof, shall be filled by the Chapter Executive Board.

A member elected to fill a vacancy shall be elected for the unexpired term of member’s predecessor in office.

Section 9. COMPENSATION

Members of the Chapter Executive Board as such shall not receive any stated salaries for their services, but by resolution of the Chapter Executive Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Chapter Executive Board provided that nothing herein contained shall be construed to preclude any member from serving the Chapter in any other capacity and receiving compensation therefore.

Section 10. VOTING RIGHTS

Each member of the Chapter Executive Board (officers and standing committee chairs), including the Immediate Past President, shall have one vote on each matter submitted to the Board.

ARTICLE VI  OFFICERS

Section 1. OFFICERS

The Chapter must elect the following officers according to the terms in Article III, Section 2: a President, a President Elect, a Commercial Vice President, a Treasurer, a Secretary and the Immediate Past President. Such officers to have the authority to perform the duties prescribed, from time to time, by the Chapter Executive Board.

No more than one office shall be held by the same person at any one time. No additional officers may be elected at any time. No company or organization shall have more than one member/employee serving as an officer at the same time.

Section 2. ELECTION AND TERM OF OFFICE

Election of officers shall take place at the Chapter’s Annual Business Meeting in alternating years.

The President shall automatically be succeeded by the President Elect, and the Immediate Past President shall automatically be succeeded by the President, without the necessity of any vote of the members. Election of all other officers shall be held every 2 years. These officers shall each hold office for 2 years starting on the calendar year following election, or until their successors have been elected. These offices shall have the opportunity to be re-elected to serve if approved by its members. The President Elect, Commercial Vice President, Treasurer and Secretary shall be elected by plurality vote of the members.

If the election of officers shall not be held at the Annual Business Meeting, the Chapter Executive Board shall cause the election to be held by mail ballot of the membership prior to the annual conference of the Association. Such ballots shall be mailed to Chapter members at least thirty days prior to the Annual Business Meeting and the balloting shall be closed no more than thirty days after the Annual Business Meeting. The election results of the mail ballot shall be announced in a subsequent newsletter.

At least 60 days prior to the election, the President Elect shall appoint a special committee, called the Nominating Committee, which shall present a slate of nominees for officers. The Nominating Committee may also receive written nominations from any Regular Member of the Chapter in good standing. All such nominations, together with confirmation of willingness to serve, must be received by the Chairperson of the Nominating Committee at least 30 days prior to the election and, if so received, any such nomination shall be placed on the ballot.

If there is only one nominee for a particular office, voting for such office may be by voice vote at the Annual Business Meeting, and if there is more than one nominee for a particular office, voting for such office shall be by ballot.

Section 3. REMOVAL

Any officer or board member elected by the membership, or appointed by the Chapter Executive Board, may be removed by the Executive Board whenever in its judgment the best interests of the Chapter would be served thereby.

Section 4. VACANCIES

A vacancy in any office because of ill health, death, resignation, removal, disqualification, or otherwise, may be filled by the Chapter Executive Board for the unexpired term, with the exception that succession to the Presidency and Immediate Past Presidency shall be as indicated in these Bylaws.

Section 5. PRESIDENT

The President shall be the chief executive officer of the Chapter. It shall be the duty of the President to preside at all regular and special meetings of the Chapter and to appoint all standing and special committees of the Chapter, unless otherwise provided for by resolution of the members, and shall be a member ex officio of all standing committees.

The President shall assign to the appropriate committees all proper and relevant matters presented by the membership for consideration by the Chapter.

Section 6. PRESIDENT ELECT

The President Elect in the absence of the President, shall preside at meetings of the Chapter, and in the event of the absence or disability of the President, the President Elect shall perform all the duties of the President. The President Elect shall appoint a Nominating Committee at least 60 days prior to the Annual Business Meeting.

Section 7. COMMERCIAL VICE PRESIDENT

The Commercial Vice President shall represent the interests of the commercial members and affiliates to the Chapter Executive Board.

Section 8. TREASURER

The Treasurer shall act as a safeguard over the funds and any other tangible assets of the Chapter, and shall make recommendations to the Chapter Executive Board on assessments, changes in amount of membership dues and any other activity deemed necessary to assure the financial well being of the Chapter.

The Treasurer shall approve one or more banks, trust companies or other federally insured depositories for the deposit of funds of the Chapter.

The Treasurer shall formulate and recommend the financial policy of the Chapter. The Treasurer shall collect all membership dues, activity fees, and assessments, and shall receive all monies donated or otherwise given to the Chapter. The Treasurer shall have charge and custody of and give receipt for monies due and payable to the Chapter from any source whatsoever and deposit all such monies in the name of the Chapter in such banks, trust companies or other depositories as shall be selected in accordance with the paragraph immediately preceding this one. The Treasurer shall, in general, perform all the financial duties incident to the office of the Treasurer and such other duties as may from time to time be assigned to this person by the Chapter Executive Board or the Sports Turf Managers Association.

The Treasurer shall provide a financial report at the end of each fiscal year and shall send a copy of this report to STMA Headquarters.

In the event of dissolution of the Chapter, the Treasurer shall be responsible for turning over all assets remaining, after the financial debts and obligations of the chapter have been fully satisfied, according to Article XII.

Section 9. SECRETARY

The Secretary shall keep minutes of all regular and special meetings of the Chapter and of all meetings of the Chapter Executive Board, issue calls for meetings, issue and distribute to all members of the Chapter the proceedings of all meetings, and such other information as in the opinion of the Secretary will be helpful to members or will contribute to the efficiency of the work of the Chapter, and notify members of their appointment on standing or special committees.

The Secretary shall send STMA Headquarters copies of all chapter meeting minutes and board meeting minutes within three weeks of each meeting. The Secretary shall perform other duties as may be assigned to the Secretary by the President.

Section 10.  VICE PRESIDENT OF EDUCATION

The Vice President of Education will assist with coordinating event topics, speakers, and continuing education units for each of the Chapter Meetings and Annual Field Day for the membership.

Section 11.  IMMEDIATE PAST PRESIDENT

The Immediate Past President shall serve as an adviser and ex officio member of the Board.

ARTICLE VII  COMMITTEES

All committee members shall be active members of the Chapter.

Section 1. STANDING COMMITTEES

The Chapter Officers, by resolution adopted by a majority of the members thereof, may designate one or more standing committees, but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Chapter Officers, or any individual member thereof, of any responsibility imposed upon it or the individual bylaw.

Standing Committees shall include, but are not limited to:

Membership
Programs
Communications/Publicity

The chairperson of each standing committee shall serve as a member of the Chapter Executive Board.

Section 2. COMMITTEE REPORTS

The procedure in dealing with committee reports shall be as follows:

a. It shall be the duty of all committees, standing and special, to submit to the Chapter Executive Board members as promptly as possible, all written reports, as shall be deemed necessary by the Chapter Executive Board. Such reports may contain definite recommendations or motions, unless intended to be reports of progress, or for information purposes only.

Reports of the committee must be distributed at least 15 days prior to the convening of the Chapter Executive Board meeting and as otherwise deemed necessary by the Chapter Executive Board, and that the committee involve the officer with oversight responsibility at least 5 days prior to distribution.

A committee notebook shall be established. The notebook shall contain the chronology of committee activities and the list of repetitive or cyclical type tasks and how they should be performed.

b. All committee reports may indicate the names of the committee members concurring therein. When committee reports are not unanimous, any committee member may file a minority report, which shall be submitted and considered at the same time as the majority report.

c. To obtain committee consideration of a subject, Chapter members shall refer subject in writing to the Chapter Secretary.

Section 3. SPECIAL COMMITTEES

Special committees may be appointed by the President and shall be so constituted, as this officer shall determine, whenever a need arises. Written reports of all activities of each special committee shall be given to the Secretary by the Chairperson prior to each Chapter meeting, or upon request of the President.

The Chairperson of each special committee shall maintain complete records of committee activities, but shall not serve as a member of the Executive Board.

Section 4. TERMS OF OFFICE

The term of office for a committee member shall be two (2) calendar years following appointment, or until the member’s successor is appointed, unless the committee shall sooner be terminated, or unless member be removed from such committee, or unless such member ceases to qualify as a member thereof. The maximum term of office for a committee member shall be two consecutive years or until a successor is appointed, which ever comes first.

Section 5. CHAIRPERSON

Each committee shall have a Chairperson who shall be an active member of the chapter and who shall be appointed by the President.

The Chairperson may only repeat their chairship at the recommendation of the President and, with the approval of the Board.

Section 6. VACANCIES

Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of original appointments.

Section 7. QUORUM

Unless otherwise provided in the resolution of the Chapter Executive Board designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting of which a quorum is present shall be the act of the committee.

Section 8. RULES

Each committee may adopt rules for its own government not inconsistent with these Bylaws.

Section 9. TITLES

Each committee chair’s title will be respective to his/her committee name: i.e., Communications Chair, Membership Chair, etc. The Chairperson of each special committee shall maintain complete records of committee activities, but shall not serve as a member of the Executive Board.

ARTICLE VIII  CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1. CONTRACTS

The Chapter Executive Board shall authorize only OFFICERS or appointed staff of the Chapter to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Chapter and such authority may be general or confined to specific instances.

Section 2. CHECKS, DRAFTS, ETC.

All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Chapter, shall be signed by such officer or officers of the Chapter and in such manner as shall from time to time be determined by resolution of the Chapter Executive Board. In the absence of such determination by the Chapter Executive Board, such instruments shall be signed by the President and the Treasurer. No check may be signed by payee.

Section 3. DEPOSITS

All funds of the Chapter not otherwise employed shall be deposited from time to time to the credit of the Chapter in such banks, trust companies or other federally insured depositories as shall be selected by the Treasurer and approved by the Secretary in amounts not to exceed the limits of the federal insurance applicable to that depository.

ARTICLE IX  BOOKS AND RECORDS

The Chapter shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, the Chapter Executive Board, and committees having any of the authority of the Chapter Executive Board.

A report shall be provided at the end of each fiscal year; a copy of which shall be sent to STMA Headquarters by the Treasurer.

Copies of all minutes shall be sent to Headquarters within three weeks of each meeting by the Chapter Secretary.

The officers shall have in their possession, a record giving the names and addresses of the members entitled to vote. All books and records of the Chapter may be inspected by any member, or the member’s agent or attorney for any proper purpose at any reasonable time.

ARTICLE X  FISCAL YEAR

The fiscal year of the Chapter shall be the calendar year beginning on the first day of January and ending on the last day of December each year.

ARTICLE XI  DUES

Section 1. ANNUAL DUES

The Chapter Executive Board shall establish chapter dues and determine from time to time the amount of dues payable to the Chapter by members. However, any change will not take effect until the January I st immediately following announcement to the membership.

a. Annual Chapter dues shall be required for all STMA members wishing to be Charter, Regular or Affiliate chapter members. Dues will be recommended by the Treasurer to the Chapter Executive Board.

b. Annual dues for all Chapter members shall be payable on a (rolling) calendar year basis. Annual dues shall be due and payable upon receipt of the renewal (reminders) for (from) membership billing. The billing for member renewal shall be (e)mailed to members by December 31 of each year. The billing will cover membership for the following calendar year.

c. Annual chapter affiliation fees as designated by the Sports Turf Managers Association shall be paid directly to STMA Headquarters in accordance with set chapter policy.

Section 2. DEFAULT AND TERMINATION OF MEMBERSHIP

When any member of any class shall be in default in the payment of dues for a period of ninety days from the beginning of the period for which such dues became payable, the membership may thereupon be terminated by the Chapter Executive Board in the manner provided in Article III of these Bylaws.

ARTICLE XII DISSOLUTION

In the event of the dissolution of a domestic Chapter, all assets remaining after the financial debts and obligations of the Chapter have been fully satisfied, shall be turned over to the Sports Turf Managers Association.

In the event of the dissolution of an international Chapter, all assets remaining after the financial debts and obligations of the Chapter have been fully satisfied, shall be distributed among other STMA Chapters in existence in the same country as the dissolving chapter. If no other chapters exist in that country, the funds shall be distributed to such other non profit organizations as the dissolving Chapter Board shall determine, upon approval by the Sports Turf Managers Association.

ARTICLE XIII  WAIVER OF NOTICE

Whenever any notice whatever is required to be given under the provisions of the General Not For Profit Corporation Act of the State/Province of Florida, or under the provisions of the Articles of Incorporation or the Bylaws of the Chapter, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIV  AMENDMENT TO BYLAWS

Amendments to Chapter Bylaws shall be made by the Chapter and reported to the Sports Turf Managers Association Executive Board.

ARTICLE XV  ADHERENCE TO ANTITRUST LAWS

The Chapter Executive Board, officers, and members of the Chapter whenever planning or executing the activities of the Chapter, shall take all steps necessary and appropriate to insure compliance by the Chapter with the relevant provisions of any applicable state or federal law relating to antitrust or unfair practices and any rule, regulation, and interpretation promulgated thereunder.

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