"OGSA is committed to serving its members, advancing their profession and enriching the quality of golf and its environment."
 

BY-LAWS OF THE ONTARIO GOLF SUPERINTENDENTS' ASSOCIATION
ORGANIZED 1924 - REVISED 2005

ARTICLE 1

NAME - LOCATION - OBJECT

1. The name of the corporation shall be ONTARIO GOLF SUPERINTENDENTS' ASSOCIATION.

2. The principal office of the Association shall be:
GUELPH TURFGRASS INSTITUTE
328 VICTORIA ROAD SOUTH
GUELPH ONTARIO   N1H 6H8
Phone: (519) 767-3341  Toll Free: (877) 824-6472  Fax:  (519) 766-1704

The Association's principal office and its records shall be maintained at such places as the Board of Directors may appoint from time to time.

3. The purposes of this Association are to promote research, exchange scientific and practical knowledge to aid in the care of golf courses and turfgrass operations, increase public awareness and increase the prestige of the Association and its members, encourage cooperation with other associations and organizations whose interest parallel or compliment those of this organization, promote our ethical standards, promote justice, benevolence and education to and for its members.

4. The Province of Ontario will be divided into 4 regions as decided at any annual meeting to provide for representation on the Board of Directors, from all areas of the province. The four regions will be named Southwestern Ontario Region, Niagara Region, Central Ontario Region and Eastern Ontario Region.

ARTICLE II

MEMBERSHIP

1. Each applicant for membership in the Association shall furnish satisfactory evidence of their qualifications to the Association. Members renewing their membership or seeking reclassification must provide current information for the Association's records. The Board of Directors shall be the sole judge of the applicant's qualification for membership or reclassification. The term "Regular Member" as used hereafter, shall mean only Class AA, Class A or Class B members as defined in Article II, Section 2, Membership Classes.


MEMBERSHIP CLASSES

2. HONORARY MEMBER - To qualify as an Honorary Member the individual shall be an outstanding person who has or may promote or assist the O.G.S.A. An Honorary Member shall be excused from payment of annual dues and assessments. This certification may be given to an individual at the discretion of the Board of Directors. This classification is to be for life but may be revoked at any time at the discretion of the Board of Directors. An Honorary Member shall have all the privileges of the Association except that of voting or holding office.

CLASS AA - Life Members: To qualify for Life Membership, one must have retired as a golf course superintendent or assistant golf course superintendent and have been a golf course superintendent or assistant golf course superintendent member of the OGSA for twenty-five (25) years of which a minimum of 20 years has been as a golf course superintendent and no longer working in the industry in a management capacity.  A life member shall have all the rights and privileges of the Association except that of holding office. Class AA - Life Members will pay no membership dues. Grandfathering Clause for existing AA Members will be instituted.

CLASS A - Golf Course Superintendent Members: To qualify for Class A membership, an applicant shall have at the time of application for membership, at least three (3) years experience as a golf course superintendent and be employed in such capacity. Class A members must hold a valid Ontario Landscape Exterminator Licence or equivalent. A copy of such licence must be submitted and held on file in the OGSA office. Class A members shall have all the privileges of the Association.

CLASS Superintendent Members - Golf Course Superintendent Members: To qualify for Class Superintendent Membership, an applicant shall be a golf course superintendent who has less than three (3) years experience and is presently employed in such a capacity. Superintendent Members must hold a valid Ontario Landscape Exterminator Licence or equivalent. A copy of such licence must be submitted and held on file in the OGSA office. Class Superintendent Members shall have all the privileges of the Association except that of holding office.

CLASS C - Assistant Golf Course Superintendent: To qualify for Class C membership, an applicant shall have at the time of application for membership at least one (1) year experience as an assistant golf course superintendent. Class C members must hold valid Ontario Landscape Exterminator Licence or equivalent. A copy of such licence must be submitted and held on file in the OGSA office. Class C members shall have all the privileges of the Association except that of voting and holding office.

CLASS D - A Class D member shall be: 1) a person associated with or in charge of the maintenance of a golf facility or 2) a person employed at a university, college or turf related facility and is active in the business or is in education and/or research that is a direct benefit to the turf industry or an individual with an interest in the industry. Class D members shall have all the privileges of the Association except that of voting and holding office. Membership in this class may be granted upon application at the discretion of the Board of Directors.

CLASS E - Associate Members: To qualify for membership in this Class, a member must be a golf course owner, supplier or a firm which is sufficiently interested in the profession of turf growing and management to work for the benefit of the Association. A firm or supplier may have more than one representative belonging to the Association. Class E members shall have all the privileges of the Association except that of voting and holding office.

CLASS F - Golf Course Technician: To qualify for Class F membership, an applicant shall have, at time of application, be employed as a golf course technician. The Board of Directors have the right to waive this requirement. A Class F member shall have all the privileges of the Association except that of voting and holding office.

CLASS S - Student Member: To qualify for student membership, an applicant must be a full time horticulture student enrolled in a formal course of education. Such application must be attested by the educational institute that the student is attending or by two Class A members. Student members shall have such privileges of the Association as the Board of Directors may specify except those of voting and holding office.

INACTIVE MEMBERS: An inactive member is a Class AA, A or Superintendent member who by reason of unemployment, illness or other adverse circumstances is unable to pay dues and assessments. Membership in this class may be granted upon application at the discretion of the Board of Directors. Inactive members shall have all the privileges according to their membership class except that of holding office. An inactive member shall be excused from the payment of dues and assessments on a pro-rated basis at the discretion of the Executive Committee.

3. Any person who desires to become a member of the Association shall file an application in writing with the Association office on an application form which shall be furnished by the office on request. An application shall contain, among other things, a concise statement of the applicant's training, qualifications and experience. The application must be signed by the applicant. Each applicant must have the endorsement of at least one Class A members in good standing upon his application, plus have their application endorsed by their supervisor to verify their position at the course. In the case that an endorsement from an OGSA Superintendent may not be reasonably obtained, the Board of Directors has the right to waive the required endorsement at their discretion. The completed application must be accompanied by remittance of one year's dues. In any case where an applicant is refused membership in the Association, the amount remitted with his application shall be returned.

4. Approval or Rejection of Applicant: Application for membership shall be approved or rejected by a majority of the Board of Directors. Any director having reason to believe a posted applicant should not be accepted, on reasonable grounds, must express this concern in writing, to the Board of Directors during this period. In the event that an application for membership is rejected, a hearing for reconsideration, if requested, shall be granted by the Board of Directors. Any hearing for reconsideration shall be held at the next regular meeting of the Board of Directors or at a special meeting called by the Board of Directors for such purposes. Any applicant requesting a hearing for reconsideration shall be notified in advance of the time and place set for such hearing. Statement in writing and testimony may be presented at such hearing.

5. It is the responsibility of the member to notify the Association office of re-classification.

6. Members in good standing who have maintained any classification for 20 (twenty) years or more, or at the discretion of the Board of Directors, may apply in writing to have their classification frozen. The Board of Directors may implement this action even though the member no longer fulfills all the requirements of that class.

ARTICLE III

DUES AND SUPPLEMENTAL ASSESSMENTS AND SUSPENSION FOR NON-PAYMENT

1. Annual Dues: The annual dues for all membership classes shall be the sum calculated by a yearly percentage increase of dues to include the automatic addition of the 'Consumer Price Index (CPI)' representative of the headquarter location. Any additional proposed increase over this automatic calculation shall be the sum fixed at any annual meeting of the Association as approved by majority vote of the duly constituted fixed at any annual meeting of the Association as approved by majority vote of the duly constituted delegates and voting members present at such annual meeting. The membership year shall be October 1 through September 30. Membership billings will be issued no later than October 1st.

2. Assessments: Where necessary, in the opinion of a majority of members and delegates, for the payment of any existing deficit or potential deficit, there will be levied a special assessment in addition to annual dues, to be paid by each Association member, except Class AA and Class C Members, for the payment and discharge of any bona fide indebtedness, loss incurred, or for the payment of any judgement for decree rendered against the Association, provided however, that no more than an amount equal to the annual dues shall be levied as such assessments during the year. The vote of the members on the question of levying a special assessment may be taken by mailed ballots, prepared by the Secretary.

3. Non-Payment of Accounts: All members whose dues shall remain unpaid more than ninety (90) days past the first day of the fiscal year, or after the due date of any assessment, shall be dropped from the membership roll of this Association without further notice. 

4. Admittance to any annual or special meeting of the Association shall be allowed only to those members in good standing.

5. The Board of Directors may, at its discretion, for good cause shown, temporarily excuse or extend time of payments of annual dues or assessments for any member who from ill health, advanced age or any other good cause shall be unable to make payments within the time fixed.

6. Membership Certificates: A Membership Certificate shall be issued to each member,  as soon after their approval as a member as possible. The certificates shall be in such form as the Board of Directors may prescribe from time to time.


ARTICLE IV

CONDUCT OF MEMBERS
LOSS OF AND REINSTATEMENT TO MEMBERSHIP

1. No member shall at any time use his affiliation with the Ontario Golf Superintendents' Association for the purpose of promoting schemes, ideas, or objects for the purpose of private or collective gain.

2. If any member shall hereafter be charged with a violation of the ethical standards and/or conduct unbecoming a member of the Association or conduct in the opinion of the Board of Directors likely or calculated to injure or discredit the character or interest of the Association or any of its members in good standing, the information of such conduct shall be filed with the Secretary. Notice of the filing of such information shall be sent by registered mail to the person concerned and such person shall be heard in reply. Whether or not a reply is filed to such charges, the Board of Directors shall hold a formal hearing on the charges and reply, if any, such testimony shall be taken at he hearing as the Board of Directors shall deem pertinent. In the event that any information of supposed improper conduct shall come to the attention of the Board of Directors or any member thereof, said Board of Directors may, upon its motion, prepare and file charges with the Secretary.

3. If, after a hearing, in the judgement of two-thirds (2/3) of the Board of Directors present, the conduct in question is cause for loss or suspension of membership, notice of the Board of Directors' decision will be given to the Member concerned. Appeal may be taken from the decision of the Board of Directors to the Annual Meeting of the Association where hearings shall be held upon a transcript of the oral testimony and the documents presented at the Board of Directors hearing. No evidence shall be heard or ordered upon any such appeal before the Annual Meeting, except that incorporated in the record of the hearing before the Board of Directors.

4. Reinstatement of Expelled Members: Any expelled Member, no earlier than one year after date of his loss or suspension of membership, may make application for reinstatement. Application shall be made in the manner and form provided in Article II, Section 3.


ARTICLE V

1. Individuals: Each voting member of the Association may vote, in person, when not voting by proxy, upon any proposition submitted to vote at a meeting of the membership of the Association.

2. Proxies: Voting members may exercise their vote through the use of a proxy. A proxy may be exercised only by the person named in such proxy, who must be a voting member in good standing of the Association. Proxies may be utilized upon any proposition submitted to a vote at a meeting of the membership of the Association. 

ARTICLE VI


OFFICERS AND BOARD OF DIRECTORS

1. There shall be elected by a majority vote each year, as required, a total of twelve (12) members to the Board of Directors in the following manner: 
A) There shall be elected, by the members at the Annual Meeting, Directors to fill vacancies that may exist at that time. As there shall be a minimum of one (1) Director representing each region at any given time, the election process will determine, first and foremost, the individuals to fill those positions. Any remaining vacancies shall be filled without regard for the nominees' regions. 
B) Only Class A members who are currently a Golf Course Superintendent may serve as Directors or Officers of the Ontario Golf Superintendents' Association. The Board, consisting of twelve (12) Directors, shall be represented by the following officers: 
1. President - one year
2. Vice-President - one year
3. Nine Directors - two years
4. Immediate Past President - one year

C) All officers and a majority of the entire Board of Directors shall be GCSAA members. Each Director shall be elected to fill vacancies that may exist at that time unless appointed by the President which term shall expire at the next Annual Meeting. 
D) The President will appoint the various positions of the Board Members after the annual election and meeting. 
E) The Executive Committee will consist of the Past President, President, Vice-President, Treasurer and Secretary.

2. The titles and positions held by the Directors will be determined by the Board in order to give the Association continuity. The Annual Meeting will be held in conjunction with the Association's Symposium in January of each year. Vacancies occurring in any office or in the Board of Directors of the Association shall be filled by appointment of the President. Appointment made under the provisions of this section shall be for the duration of the unexpired term of the office or directorship vacated. The President must appoint a member, guaranteeing that representation from each region, according to these By-Laws is upheld.

3. Duties and Powers of Board of Directors:
A) The Board of Directors shall have general charges and management of the affairs of the Association.

B) The Board of Directors shall at each Annual Meeting make a full report of its acts and doings during the preceding fiscal year and shall further cause to be made an audit of the Treasurer's books and present a conciliation thereof to the membership at such Annual Meeting. Copies of such reports shall be available to all delegates and Members at said Annual Meeting.

C) All disputed questions of parliamentary practice and procedures shall be controlled by "Roberts Rules of Order" a copy of which will be maintained in the custody of the Secretary.

4. Office of the President and Duties Prescribed: The President shall, during any period when the Board of Directors is not in session, have general charge and supervision of the affairs and property of the Association, subject however, to such rules and regulations as may from time to time be made by the Board of Directors. He shall preside at all meetings of the Association and Board of Directors and shall be ex-officio member of all committees. He shall from time to time and as often as may be directed, submit reports to the Board of Directors and give such information touching affairs of the Association as may be required, and make such recommendations as he may think proper. He shall appoint all committees except the Nominating Committee, said appointments to be subject to the approval of the Board of Directors except that where action be required of such committee or committees prior to any such meeting of the Board of Directors, such approval of appointment shall not be required.

5. Office of Vice-President and Duties Prescribed: In case of absence of inability to act of the President, the Vice-President shall, during the period of such absence or disability, perform the duties hereinafter required of the President. In the event the office of the President shall become vacant because of his death, resignation or removal, the Vice-President shall perform all duties of the President until the annual election or until his successor shall be duly elected and qualified. In the event that both the office of the President and Vice-President shall become vacant or those officers are absent or incapacitated to act, the next senior officer shall fill the vacancy in the office of President.

6. Position of Secretary: The Secretary shall be present at all meetings of members of the Association and of the Board of Directors and shall be responsible for and keep a record of all the transactions at the meetings in a book, belonging to the Association, kept for such purposes. He shall ascertain that due and proper notice, as provided by the by-laws, has been given of all meetings of the members of the Association and of the Boards of Directors, and shall be the custodian of the corporation records and of the corporate seal, and shall perform all the other duties usually performed by the Secretary of a like corporation and such other additional duties as may be required of him by the Board of Directors. He shall be appointed annually from the Board of Directors and by the President with the approval of the Board of Directors.

7. Treasurer: He shall receive all monies, bills, notes, bonds and similar property belonging to the Association and safely keep the same in the name of the Association, and shall deposit all monies to the credit of the Association in such depositories as may be designated by the Board of Directors and shall invest all funds not needed and make current disbursements as shall be ordered by the Board of Directors, shall pay all bills subject to such rules as may be prescribed by the Board of Directors and shall keep such financial accounts and records as may be required of him by the Board of Directors, as well as make an annual report and such other reports as may be required by the Board of Directors. The books of the Treasurer shall at all times be open to inspection by the members of the Board of Directors. The Treasurer shall be bondable and if in the opinion of the Board of Directors, a bond is required, such bond amount shall be fixed by said Board of Directors and the premium shall be paid by the Association. The bond shall be held in the custody of the President. He shall be appointed annually from the Board of Directors and by the President with the approval of the Board Directors.


ARTICLE VII

COMMITTEES

1. Nominating Committee: The Past-President shall serve in the capacity of Nominating Committee Chairman and shall be charged with the responsibility of appointing at least two other members to serve on the Nominating Committee. The names and addresses of the persons so appointed shall be sent, by the Secretary, to each of the members at least sixty (60) days before the Annual Meeting. The Nominating Committee shall, not less than thirty (30) days prior to the Annual Meeting prepare a list of nominees for each seat to be filled at the Annual Meeting and a copy of such list properly certified by the Secretary shall be forthwith mailed to the members at least fourteen (14) days before the Annual Meeting. Written consent of each nominee should be given to the Secretary prior to their name standing on such list. The Chairman of the Nominating Committee shall send to each voting member at least ninety (90) days before the Annual Meeting, a form approved by the Board of Directors, for the nomination of nominees for the available seats of the Association. Each nomination must be attested by at least two members and have the consent of the candidate to serve if elected. Said nomination must be in the hands of the Nominating Committee at least sixty (60) days before the Annual Meeting. With the aid of said nominations, the Nominating Committee shall prepare a slate of candidates for the various positions to be voted on by the membership at the Annual Meeting. When a candidate's name is attested by at least ten members, it must be included in the Nominating Committee's slate.

B) Election Committee: The Nominating Committee Chairman shall also serve as Election Committee Chairman. He shall be charged with the responsibility of appointing two other members, from that area, to serve on the Election Committee. At the time of the election of officers, the Chairman of the Election Committee, in addition to the nominees recommended by said Nominating Committee, shall ask for further nominations from the floor and when said nominations shall be closed, said election shall proceed in orderly fashion by secret ballot upon all of the nominations so submitted and made.

C) Nothing herein contained shall be construed to prohibit the appointment of other committees by The President for the advancement of the Association. No committee shall have authority to bind this Association for the payment of money or the performance of any contract, such authority hereby being reserved expressly unto the Board of Directors, or the duly authorized and elected officers of this Association.

ARTICLE VIII

MEETINGS

1. The Annual Meeting of the Members shall be held in conjunction with the Ontario  Turfgrass Symposium. The location, time and place to be designated by the Board of Directors. At the Annual Meeting, any business may be transacted not inconsistent with the Charter and By-Laws, but at a special meeting, the business shall be confined to the purpose for which the meeting is called.

A) Annual Meeting

B) The order of business at all meetings of the Board of Directors and the Annual Meeting shall be as follows: 
1. Roll Call
2. Minutes of Previous Meeting
3. Communications
4. Reports of Offices
5. Reports of Committees
6. Unfinished Business
7. New Business
8. Election of Officers and Directors

All matters coming before the Board of Directors or the members, not coming within the order of business prescribed, and all disputed questions of parliamentary practise shall be controlled by Robert's Rules of Order.

2. Special Meetings of the membership may be called by the President upon the request of a majority of the Board of Directors, and may also be called by request of twenty- five (25) percent of the Voting Members in good standing. Thirty (30) days advance notice of the time and place of meeting shall be given Voting Members of Annual and special meetings. Notice of a special meeting will also include the purpose for which such meeting is called. The Secretary shall send the appropriate notice of meeting to each Voting Member in good standing at the time such notice is mailed. Such notice shall be made sufficiently in advance of a meeting as to furnish the 30 days advance notice of meeting required.

3. Regular meetings of members shall be held in each district whenever practical and at the discretion of the Board of Directors. The meeting shall be for education and for such things that may be of mutual benefit to all members.

4. The Board of Directors shall meet at least twice a year.

A) Special meetings of the Board of Directors may be called at any time by the President or shall be called by him upon the request in writing, of a majority of members of the Board of Directors, provided the request specified the object for which it is desired to hold such meeting and in case the President shall, after he has been requested to call a special meeting as aforesaid, refuse or neglect to do so, then and in such event the meeting may be called by two-thirds (2/3) of the Directors. Advance notice of meeting may be waived by two-thirds (2/3) of members. Thirty (30) days advance notice in writing of the time, place and purpose of special meetings of the Board of Directors shall be given.

ARTICLE IX

SEAL

1. The Secretary of this Corporation shall procure for his use a corporate seal which shall be in the form of a disc, having letters thereon which states the corporate name. The corporate name shall be arranged in a circle on the outer edge of the disc and the seal shall contain such other additional insignia as the Board of Directors shall approve.

ARTICLE X

1. These bylaws may be amended at any Annual Meeting of the members, provided a notice in writing of the contents of such amendments shall be sent to the members 30 (thirty) days prior to the Annual Meeting. These bylaws may also be amended at a special meeting of the members, providing the proposed amendments be reduced to writing and signed by not less than twenty-five percent (25%) of the members in good standing, and that notice of the amendments proposed be mailed to each member at his last address as registered in the books of the corporation. 

2. Proposed Changes: An affirmative vote of two thirds (2/3) of all members shall be necessary for the adoption of any amendment. 

ARTICLE X1

REPEALING BY-LAWS

1. By-Laws may cease and terminate on confirmation by the majority of the members present save and except any act or thing heretofore done in pursuance of such By-Laws and resolutions.

ARTICLE XII 

INDEMNIFICATION


1. The OGSA shall indemnify any and all persons who may serve or have served at any time as officers or directors, and their respective heirs, administrators, successors and assigns, against any and all expenses, including amounts paid upon judgements, counsel fees and amounts paid in settlement (before or after a suit is commenced), actually necessarily incurred by such person in connection with the defence or settlement of any claim, action, suit or proceeding in which the, or any of the, by reason of being, or having been, an officer or director of the Association, except in relation to matters as to which any such officer or directors, or former officers or directors, shall be adjudged in any action, suit or legal proceeding to be liable for his or her own acts and omissions arising out of his or her wilful misfeasance. Such indemnification shall be in addition to any other rights to which those indemnified may be entitled under any law, bylaw agreement or otherwise. 

ARTICLE XIII

DISSOLUTION

1. In the event of the dissolution of the Ontario Golf Superintendents' Association, after all liabilities and responsibilities have been met, its assets shall be distributed for one or more of the exempt purposes specified by Revenue Canada, the Board of Directors shall determine.