BY-LAWS
IOWA PROFESSIONAL LAWN CARE ASSOCIATION
(A CORPORATION)
ARTICLE I
OFFICES
The principle office of the IOWA PROFESSIONAL LAWN CARE ASSOCIATION, hereinafter referred to as the Association, in the state of Iowa shall be located with the Department of Horticulture, Iowa State University, Ames, Iowa. The Association may have other offices, either within or without the state of Iowa, as the Board of Directors may designate or as the business of the Association may require from time to time.
ARTICLE II
SECTION 1 - MEMBERSHIP QUALIFICATIONS
Anyone interested in the professional lawn care services shall be eligible for member in this Association. Payment of the membership fee as defined in Article II, Section 3.
SECTION 2 - MEMBERSHIP CATEGORIES
REGULAR MEMBER: Any commercial lawn care company.
FRANCHISE MEMBER: Franchisees may pay dues based on a reduced fee if the Franchiser has paid annual dues based on the system-wide dollar volume of regular membership.
AFFILIATE MEMBER: University personnel, extension agents, community colleges, trade schools, public agencies, non-profit organizations and agencies concerned with aspects of lawn care but not directly in the business of providing lawn care services for profit.
ASSOCIATE MEMBER: Any person, firm, or corporation engaged in business or research activities related to, but not directly engaged in lawn management, i.e. chemical suppliers, manufacturing and equipment suppliers, distributors, manufacturer's representatives and business services.
STUDENT MEMBER: Any person registered as a student at an accredited college, university, community college, or trade school who is majoring in agronomy, turfgrass science, or a related field.
HONORARY MEMBER: 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 Directors.
SECTION 3 - MEMBERSHIP FEES
(a) Annual membership fees - As a condition of holding membership in the Association, each member shall pay an annual membership fee. The annual fee shall be determined by the Board of Directors.
(b) Membership fees not refundable except upon order of the Board of Directors.
SECTION 4 - TRANSFER OF MEMBERSHIP
Membership in this Association shall not be transferable.
SECTION 5
(a) Nonpayment of membership fees - Any member who shall fail to pay the annual membership within 90 days of June 30 of each year shall thereupon forfeit membership in the Association. Reinstatement of membership shall be upon the same terms and conditions as are required for admission to membership.
(b) Conduct deemed prejudicial to the Association - The right of any member to hold membership in this Association may be cancelled 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 members 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.
(c) Withdrawal from membership - Any member may withdraw from membership in the Association at any given time by giving written notice of such intention addressed to the Board of Directors.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1 - GENERAL POWERS
The business and affairs of the Association shall be governed by its Board of Directors. 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.
SECTION 2 - NUMBER, TENURE AND QUALIFICATIONS
The number of Board members shall be thirteen (13). Board Members shall be dues paying members (or employees thereof) in good standing with the Association. Each Board member shall hold office until the next annual meeting of the Board of Directors and/or until his/her successor shall have been elected and shall qualify, or until death or resignation from office. A board member may resign at any time by filing a written resignation with the President of the Association. If a Board member misses more than one (1) board meeting with unreasonable cause, they will be removed from the IPLCA Board. All members of the Association shall be encouraged to submit a name(s) to the Board of Directors for consideration when a vacancy occurs.
SECTION 3 - BOARD OF DIRECTORS MEMBERSHIP
The Iowa State University Extension Turfgrass Specialist shall be a non-voting member of the Board of Directors. The two representatives on the Iowa Turfgrass Institute Board of Trustees shall also advise the Board of Directors. Six members of the Board shall be selected so as to represent six (6) geographical areas within the state of Iowa, more specifically: Northwest, Southwest, North Central, South Central, Northeast, and Southeast.
SECTION 4 - TERM OF OFFICE
All members are elected to terms of three (3) years. Member's terms will be staggered. A Board member may serve successive terms if elected.
SECTION 5 - SELECTION
The President appoints a nominating committee of three (3) at least sixty (60) days prior to January 1 of each year. The nominating committee must then recommend nominees for each vacancy on the Board to the Executive Director at least forty-five (45) days prior to the annual meeting. The nominations will then be placed on a ballet to be mailed to all members of the Association. Vacancies on the Board occurring between annual meetings shall be filled by the Board of Directors and shall serve for the remainder of the unexpired term.
SECTION 6 - REGULAR MEETINGS
Semi-annually at the time of the Iowa Turfgrass Conference and regional meetings designated by the Board of Directors. The Board of Directors may set the time and place of other meetings.
SECTION 7 - SPECIAL MEETINGS
To be called by the President or by one-third (1/3) of the Board members upon written request to the Executive Director. The Executive Director shall then be authorized to call such special meetings and shall fix time and place.
SECTION 8 - NOTICE
Notice of special meetings shall be given at least (5) days prior and of regular meetings at least ten (10) days prior by written notice. It is not required to state the business to be transacted, nor purpose of, any regular or special meeting in the meeting notice.
SECTION 9 - QUORUM
A simple majority of the Board of Directors 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 10 - MANNOR OF ACTING
The act of a majority of the Directors at a meeting at which a quorum is present shall be the act of the Board of Directors.
SECTION 11 - PRESUMPTION OF ASSENT
A Board Member of the Association who is present at a meeting of the Board of Directors, or a committee thereof, at which action on any Association matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting or unless they 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 certified mail to the Executive Director of the Association within 48 hours after the adjournment of the meeting. Such right of dissent shall not apply to a board member who voted in favor or such action.
SECTION 12 - COMMITTEES
The Board of Directors, by resolution, may designate one or more committees. Each committee is to consist of two or more trustees. Except for the executive committee, all members of committees shall be appointed by the President of the Board. The executive committee shall be comprised of the officers of the Association with the Executive Director and representative from the Department of Horticulture Extension serving as a non-voting member.
SECTION 13 - 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 Directors at a meeting or by resolution may be taken without a meeting if a consent in writing, set forth the action so taken, sahll be signed by two-thirds (2/3) of the board members then in office.
SECTION 14 - INDEMINIFICATION
The Association shall indemnify any and all of its board members, officers, former board members, former officers, or employees against expenses incurred by them in connection with the defense of any action, suite or proceeding, civil or criminal, in which he/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 board members, that it was in the best interest of the Association and that the officer was not guilty of negligence or misconduct.
SECTION 15 - LIABILITY INSURANCE
The Board of Directors may take action at any regular of special meeting to enter into agreements with the insurance companies for such liability insurance coverage, including coverage for personal injury, property damage or other liability.
ARTICLE IV
OFFICERS
SECTION 1 - NUMBER, ELECTION, AND TERM OF OFFICE
The principal officers of the Association shall be president, vice-president, past-president and treasurer, each of whom shall be elected by the Board of Directors. The Officers of the Association shall be elected annually by the Board of Directors at the first annual meeting of the year. Each officer shall hold office until their successor shall have been duly elected and qualified.
SECTION 2 - REMOVAL AND VACANCIES
Any officer, agent or executive elected or appointed by the Board may be removed by a two-thirds (2/3) vote of the Board whenever in its judgment the best interest of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, in any, of the person so removed. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by appointment of the Board of Directors for the unexpired portion of the term.
SECTION 3 - PRESIDENT
The president, in general, shall 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 Directors. 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 Association's regular business, or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or the Board of Directors, the president may authorize the vice-president or other officer of the Association to sign, execute and acknowledge such documents or instruments in their place and stead.
SECTION 4 - VICE-PRESIDENT'S DUTIES
In the absence of the president or in the event of the president's death, 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 subjected to all the restrictions upon the president. The vice-president shall perform such other duties and ahve such authority as from time to time may be assigned by the president or by the Board of Directors.
SECTION 5 - TREASURER'S DUTIES
The treasurer shall watch over all funds incoming and outgoing of the association. The treasurer will work closely with the executive director on all financial matters. The treasurer will be the cosigner on all financial documents with the executive director as appointed by the president.
SECTION 6 - EXECUTIVE DIRECTOR
The executive director is a salaried position. This position is hired by the Board of Directors and directly responsible to them. The Directors job performance will be monitored and reviewed annually by the executive committee. The director is not meant to be a spokesperson for the Board, but only its employee with powers designed by the board.
Duties of the executive director include: (a) keeping the minutes of the Board of Director meetings and financial reports as directed by the treasurer; (b) tending to the distribution of notices duly necessary in accordance with provisions of these bylaws or as required by law; (c) acting as custodian of the corporate records; (d) keeping a register of the post office address of each board and regular member; (e) signing 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 Directors; (f) perform all duties related to the editing and distribution of the Association newsletter; and (g) act as agent for the treasurer in the billing, collecting and maintaining of dues and membership roster. The executive director shall attend and facilitate all regular and executive board meetings.
ARTICLE V
PURCHASES, CONTACTS, LOANS, CHECKS, DEPOSITS
SECTION 1 - CONTRACTS
The executive director shall have authority to enter into written or oral contracts for the purchase of goods and services on behalf of the Association in an amount not to exceed budgeted items. Approval by the Board of Directors 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.
SECTION 2 - NEGOTIABLE INSTRUMENTS
The executive director 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 executive director, the treasurer 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 executive director and one more members of the Executive Committee.
SECTION 3 - LOANS, DEPOSITS, AND BONDING
No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued on its name unless authorized by or under the authority of a resolution of the Board of Directors. All funds of the Association not otherwise employed shall be deposited to the credit of the Association not otherwise employed shall be depositories as may be selected by or under the authority of the Board of Directors. A fidelity bond shall be provided by the Association for the officer or officers handling the moneys of the Association, the amount determined by resolution of the Board of Directors.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Association shall be July 1 through June 30.
ARTICLE VII
AMENDMENTS
These bylaws may be altered, amended, or repealed and new bylaws may be adopted by the Board of Directors of the Association at any regular or special meeting, provided such proposed changes or additions are mailed by ordinary mail at least twenty (20) days in advance of the meeting to the last known address of each member of the Board of Directors.
