VtGCSA Platinum Sponsorship Partners 

By-Laws

VERMONT GOLF COURSE SUPERINTENDENTS ASSOCIATION, INC. BY-LAWS

(Proposed Amendments March 15, 2007)

MISSION STATEMENT

The Vermont Golf Course Superintendent’s Association (VtGCSA) is organized as a non-profit corporation for the following purposes:

To further the education of its members in the science of golf course maintenance and its related fields;

To encourage the free exchange of golf ideas and experiences with respect to golf course maintenance;

To advance the interests and welfare of its members;

To encourage the highest standards of dignity, integrity, and skill in the profession of golf course superintendents;

To foster active cooperation and participation in all things good for the profession of golf and golf course superintendents including legislative and regulatory participation, turfgrass conferences, experimental and research work, and any movement that will result in increased efficiency in golf course maintenance;

and in general to conduct any other activities which the Board of Directors may wish to pursue.

ARTICLE 1 – CODE OF ETHICS

In the end that honor and respect may be enjoyed by all golf course superintendents the strict observance of the code of ethics is expected. A member shall be deemed to have violated the code by:

  1. Acting and speaking in a manner which would cause discredit to the profession of golf course superintendents and the Association.
  2. Abusing the privilege of playing golf at any members’ golf course by bringing uninvited guests or failing to make his/her presence known to the home superintendent when visiting.
  3. Alleged ethics violations will be investigated by the Board of Directors or an appointed committee of Board members. Each violation will be judged on its own merit and any disciplinary actions approved by a majority vote.
  4. The Board of Directors will obtain the advice of GCSAA legal counsel when challenges to the code or violations are appealed by members of the Association.

ARTICLE 2 – MEMBERSHIP

SECTION 1 – MEMBERS

  1. Anyone of good moral character who may desire to become a member of the corporation shall present or cause to be presented to the Membership Committee an individual application on the form approved and supplied by the Membership Committee, signed by the individual and one regular member of the corporation, in good standing, as sponsors for him/her.
  2. The application shall be referred to the Membership Chairperson who will investigate the applicant’s qualifications for membership.
  3. If satisfied, the Membership Committee will forthwith cause the name and address of the applicant, with the names of the sponsors and other information on the application, to be read at the next regular meeting of the Corporation. After one reading to the Board only, the new member shall be notified by the Membership Chairman of his/her election.  The application will not be considered complete until a Membership Roster book form has been submitted.
  4. If the Membership Committee decides that the applicant does not meet the standards and requirements of the Corporation, it shall present the case to the Board of Directors for further action.
  5. All members shall be elected by open ballot. Three (3) negative votes shall reject an applicant from membership and his/her name shall not be presented again for membership for six (6) months.

SECTION 2 – CLASSES OF MEMBERSHIP

Definition of a Golf Course Superintendent

A golf course superintendent is one who is entrusted with the management and operation of the tract of land derived as a golf course, including involvement in construction and maintenance of golf courses and related equipment.

There shall be nine (9) classes of membership: (1) Class A, (2) Class B Superintendent Member, (3) Class C, (4) Associate, (5) Inactive, (6) Honorary, (7) Life, (8) Student and (9) Facility. All membership classes shall pay dues as established by the Corporation

  1. Class A Members

Class A members shall have, at the time of application for membership, at least three (3) years of experience as a golf course superintendent and be employed and continue to be employed in such capacity. All Class A membership applications must submit an

application for membership or evidence of membership with the Golf Course Superintendents Association of America and must maintain that membership thereafter.   Class A members shall have all the rights of the Corporation including voting and holding a Corporation officer’s position.

  1. Class B Members

Class B Superintendent members shall have, at the time of application for membership, less than three (3) years of experience as a golf course superintendent and be employed and continue to be employed in such capacity. All Class B Superintendent Members must submit an application for membership or evidence of membership with the Golf Course Superintendents Association of America and must maintain that membership thereafter. Class B Superintendent Members shall have all the rights of the Corporation including voting and holding a Corporation officer’s position.

  1. Class C Members

Class C members shall be, at the time of application for membership, an assistant to a golf course superintendent and shall continue to be employed in such capacity. Class C members shall have all the rights and privileges of the Association except holding a Corporation officer’s position.

  1. Associate Members

Associate members shall be employed in the commercial turfgrass field. Associate members may be eligible to serve on the Board of Directors and shall have

the right to vote as a member of the Board. However, Associate members will not be eligible to vote on behalf of the general membership body. He/she shall pay annual dues established by the Corporation.

  1. Inactive Members

Any member who has ceased to be employed as a golf course superintendent, or any individual who takes up another profession, shall become an inactive member. Such members shall have no vote. He/she shall notify the Secretary when they are no longer employed as a golf course superintendent.

  1. Honorary Members

An Honorary member may be elected by two-thirds vote of the membership present at the monthly meetings after being recommended by the Board of Directors. Only individuals who have rendered special and valuable services to the Corporation or the golf course profession shall be eligible membership recognition. When a person’s name is proposed to the Board of Directors for an honorary membership, it must be accompanied by a written summarization setting forth, in detail, the services accomplished and contributed by that person and the information archived in the minutes by the Secretary. An Honorary member shall have such rights of the Corporation except to vote and hold office. He/she shall pay no annual dues.

His/her membership may be canceled at any time at the discretion of the Board.

  1. Retired Members

When a member retires as a golf course superintendent or is permanently disabled, he/she may become eligible for a retired membership. He/she shall have all the rights of membership except to hold office. He/she shall not pay annual dues. To qualify for Retired membership status, individuals must have been a member of the VtGCSA in good standing a minimum of five years and the number of years as a VtGCSA member combined with the individuals age must equal or exceed 75.  Retired members will have the right to attend meetings and other VtGCSA sponsored events for a reduced fee set by the Board annually.

  1. Student Members

Student members shall be actively enrolled in an accredited program for turfgrass management or actively involved in pursuing a career as a golf course superintendent. Student members shall have such rights of the Association as the Board of Directors may specify by Standing Ruled, except those of voting or holding office.

  1. Facility Members

A facility membership is available to those facilities that operate with limited resources.  The membership is in the name of the facility.  However, the recipient of the membership benefits and information can be the superintendent, owner, or other representative selected by a golf facility.  The facility is entitled to all rights of membership, except those of voting and holding office.  The facility membership annual dues will be equal to the Class A superintendent member.

SECTION 3 – DUES

  1. The annual membership dues shall be as determined by the Board of Directors, payable in advance.
  2. Members joining after June 30th shall pay full price membership.  Individuals who apply and join the Association after the Annual meeting may be approved by the Board of Directors and the classification fee will be applied towards membership in the current and subsequent year of the Chapter.

SECTION 4 – DELINQUENCY AND RESTORATION

  1. All dues shall be payable January 15th. On January 15th and February 28th, the Treasurer is to send a statement to every member indebted to the Corporation. Dues must be paid by the first regular meeting of the Association or the delinquency membership shall be suspended.
  2. The Board of Directors may, at its discretion, temporarily excuse and extend time of payments of annual dues or assessments for any member who from ill health or other good cause shall be unable to make payment within the fixed time. Such members shall retain their present class of membership. The Board of Directors shall review such cases annually and act on same for the coming year.
  3. Any person under suspension for non-payment of membership dues may, upon application made in regular form be restored to good standing upon the showing of qualifications for continuation of membership and upon payment of one year back dues and current dues and any assessments.
  4. Any member who has resigned from this Corporation in good standing to take up another occupation, and who again becomes a golf course superintendent may, upon application made in regular form to establish his qualifications, be restored to good standing upon payment of current dues.

SECTION 5 – REPRIMAND, SUSPENSION AND EXPULSION

Any member may be reprimanded, suspended or expelled by a two-thirds vote of the Board of Directors for any willful infraction of the By-Laws, Code of Ethics, or for any conduct that in the opinion of the Board of Directors is detrimental to the welfare of the Corporation. Public reprimand, suspension or expulsion of any member for any cause, shall not be made by the Board of Directors until the member shall have had the opportunity to present a defense. The member shall receive two (2) weeks written notice specifying the time and place to meet with the Board to present his/her defense. The Board will consider the charges, accompanied by a written specification thereof, and this shall be considered as affording such member sufficient opportunity to present a defense.

SECTION 6 – RESIGNATIONS

Any member wishing to withdraw from the Corporation must submit to the Secretary a resignation in writing, which shall be effective as of the date accepted by the Board of Directors with dues paid to the end of the fiscal year.

ARTICLE 3 – BOARD OF DIRECTORS

  1. The entire management of the Corporation, its affairs, properties, and assets are vested in a Board of Directors consisting of six regular members of the Corporation, one Associate member, and one Immediate Past-President (IPP) including the officers of the Corporation, elected as provided in Article 5, subject, however, at all times, to the order of the members of the Association in meetings assembled. The term of office for Directors shall be three (3) years.
  2. All decisions of the Board shall be a majority vote of those present as stated in Article 8, Section 8; Quorum of Board of Directors Meetings.
  3. A majority of the Board of Directors shall consist of Class A or Class B Superintendent members of the Golf Course Superintendents Association of America.  One will be an Associate member, serving a three-year term, to be appointed every three years by the Officers of the VtGCSA after the elections at the Annual meeting.
  4. In addition to any and all power conferred upon the Board by law, these By-Laws, without in any manner limiting or modifying any such powers, grant to the Board the following authority:
  1. To examine and adjudge the qualifications for membership referred to the Board by the Board or Membership Committee, in accordance with Article 2, Section 1; Members, with final authority to accept or reject any such membership application.
  2. To hear and determine charges made against any member and to reprimand, suspend, and expel any member in accordance with Article 2, Section 5; Reprimand, Suspension, and Expulsion.
  3. To assist the President in appointing a Nominating Committee, Standing Committees, and other committees as in their judgment are necessary, and to establish an annual budget for each committee and the operation of the Association.
  4. To make, alter, or amend Corporation By-Laws, as noted in Article11; By-laws.
  5. To authorize action by the President in the event or absence of a Director from three (3) consecutive Board meetings, without permission from the Board of President shall be considered sufficient cause for warning or removal.
  6. To choose a successor who shall hold office for the unexpired term in the event of a vacancy in any elected office. Terms of Directors who become unemployed will be filled at the Annual Meeting.
  7. To direct the President to call special meetings of the members in accordance with Article 8, Section 3; Special Meetings.
  8. To recommend to the Corporation as honorary members any individuals, who, in the opinion of the Board of Directors, have distinguished themselves in any special and valuable service(s) to the golf course profession in accordance with Article 2, Section 2, F; Honorary Members.
  9. All Directors will chair a committee as appointed by the President.

ARTICLE 4 – OFFICERS

SECTION 1

The officers of the Corporation shall consist of a President, Vice President, Secretary, and Treasurer, elected as provided in Article 5. Any vacancy in office shall be filled by appointment by the Board of Directors for the unexpired term. All of the officers

of the Corporation shall be Class A or Class B Superintendent Members of the

Golf Course Superintendent’s Association of America.  The control and management of the Association and its affairs and its property shall be entrusted to the Board of Directors, consisting of its officers and at large Directors.  All officers and a majority of the entire Board of Directors shall be GCSAA Class A or Superintendent Member members.

SECTION 2 – TRUSTEE

Trustee positions will be appointed by the Board of Directors and will serve as appointed committee members of the Board. A maximum of three (3) lifetime positions will be approved by the Board at any one time. Trustee candidates must be drawn from individuals who have served two (2) terms as President of the Association.

ARTICLE 5 – ELECTION OF OFFICERS AND DIRECTORS

SECTION 1

The President, with the approval of the Directors, shall, no less than sixty (60) days preceding the Annual Meeting, appoint a Nomination Committee of three (3) voting members of the Corporation, not more than two (2) of whom shall be members of the Board of Directors. The Committee shall nominate a slate of candidates

to replace the vacant Directors whose terms have expired. The list, so named, shall be announced preceding the Annual Meeting and shall be published in the Corporation’s Publication prior to the Annual Meeting.

SECTION 2

Nominations for the Board of Directors may be made at the Annual Meeting

from the floor by any voting member in good standing.

SECTION 3

The election of members constituting the Board of Directors shall be held

at the Annual Meeting of the members and shall be conducted and the ballots counted by two (2) tellers appointed by the President for that purpose, neither of whom shall be a member of the Board of Directors or a nominee for the Board. Immediately after the Annual Meeting of members, the Board shall elect officers.

ARTICLE 6 – DUTIES OF OFFICERS AND DIRECTORS

SECTION 1 – DUTIES OF THE PRESIDENT

  1. The President shall be the Chief Executive Officer of the Corporation, performing any and all duties under these By-Laws and pertaining to the office of the President.
  2. The President shall preside at all meetings of the Corporation and of the Board of Directors.
  3. The President shall call special meetings of the members of the Corporation as provided in Article 8, Section 3; Special Meetings.
  4. Working closely with the Board of Directors, the President shall appoint all committees and select the chairperson of each committee, except those chairpersons selected by the Nominating Committee who are to serve on the Board of Directors, as provided in Article 5. The President shall fill any vacancy in such committees by appointment except the aforementioned chairperson, which shall be the duty of the Board of Directors.
  5. The President shall be an ex-officio member of all committees and he/she shall see that all committees function and shall cooperate with the committee chairperson toward that end.
  6. The President shall enforce all By-Laws, rules and regulations of the Corporation.
  7. The President shall make annual reports to the Directors and to the members and perform all other duties as required by the Board of Directors.

SECTION 2 – DUTIES OF THE VICE-PRESIDENT

In the absence of the President, the Vice-President shall perform all of the President’s duties; and if the office of President shall become vacant, the Vice-President shall hold the office of President until the next election. The Vice-President shall serve as a member of the Membership Committee.

SECTION 3 – DUTIES OF THE SECRETARY

  1. It shall be the duty of the Secretary to attend all meetings of the Board of Directors and to keep a record of the agenda and business to be read at the next Board meeting for approval.
  2. The Secretary shall record all correspondence and shall see that such correspondence is properly preserved and filed until otherwise disposed of by the Directors.
  3. The Secretary shall issue, or cause to be issued, all notices including special meetings of the Corporation.
  4. The Secretary shall keep a record book in which shall be entered an accurate history of all meeting minutes depicting: resignations of members, officers, forfeitures, suspensions or expulsions together with accurate listings of all members; names, addresses and telephone numbers, as well as the date when each was elected to membership. Mailing lists shall conform to those assembled by the Treasurer and Newsletter Editor of the Corporation.
  5. The Secretary shall serve as a member of the Membership Committee.
  6. The duties of the new Secretary will not commence until the previous Secretary turns in a report on the past history of the year.

SECTION 4 – DUTIES OF THE TREASURER

  1. It shall be the duty of the Treasurer to receive and disburse all funds and be bonded on behalf of the Corporation.
  2. The Treasurer shall keep a full and accurate account of all financial transactions of the Corporation, and deliver such records to the successor.
  3. The Treasurer shall make a full report of all matters pertaining to this office to the members at the Annual Meeting and to the members of the Board of Directors whenever required.
  4. The Treasurer shall deposit all money of the Corporation in the name and to the credit of the Corporation.
  5. The Treasurer shall send statements to delinquent members in accordance with Article 2, Section 4; Delinquency and Restoration, and notify the Directors of all delinquent members in arrears subsequent to the first annual meeting.
  6. The Treasurer shall be responsible for filing the necessary tax preparation forms, non-profit status registration with the Vermont Secretary of State’s office and conduct yearly accountant and internal cash-flow audits at the end of each fiscal year: the fiscal year ending December 31st, Article 10; Fiscal Year.
  7. The Treasurer shall perform all other duties as may properly be assigned to him/her by the Board of Directors.

SECTION 5 – DUTIES OF THE IMMEDIATE PAST PRESIDENT (IPP)

  1. It shall be the duty of the Immediate Past President (IPP) to remain on the Board of Directors until a new President is elected to office.
  2. The Immediate Past President (IPP) position as a Board member will serve to form a quorum.
  3. The Immediate Past President (IPP) shall be called upon to vote only in the event of a tie.

SECTION 6 – DUTIES OF THE TRUSTEE

  1. A Trustee will be an appointed lifetime Board member voted and approved by the Board of Directors.
  2. The Trustee will retain voting privileges, receive indemnification and will be eligible to serve on any standing committee, including appointments to the external committees of the VGA, Allied Boards, and Associations.
  3. Eligibility and replacement for lifetime trustee appointments will be proposed to the Board by the existing Trustees.
  4. The Board retains the right to accept or deny the recommended appointments for the position of Trustee.
  5. Trustees may resign from the Board upon formal notification to the President of the Chapter.

SECTION 7 – RECORDINGS

All officers will, at the Annual Meeting, give a detailed report, in writing, of any business still prevailing before the Corporation to the new officers to be recorded in the minutes and/or Corporation Newsletter.

SECTION 8 – QUORUM

A quorum at any meeting of the Board of Directors shall consist of five (5) directors and/or trustees.

ARTICLE 7 – COMMITTEES

SECTION 1

  1. Standing committees and other committees shall be appointed by the President working closely with the Board of Directors, except where otherwise provided, in accordance with Article 6, Section 1; Duties of the President.
  2. No committee shall have the right to obligate the Corporation in any way or in any sum in excess of the specific budgeted amount established for its use for the current year by the Board.
  3. All committees shall report on their activities to the Board of Directors whenever requested and are at all times under the direct supervision of the Board.

SECTION 2 – STANDING COMMITTEES

The Standing Committees shall be as follows:

  1. Education
  2. Welfare and Reception
  3. Publicity and Public Relations
  4. Newsletter
  5. Golf
  6. Scholarship
  7. Research
  8. Membership
  9. Nomination
  10. By-laws

SECTION 3 – DUTIES AND RESPONSIBILITIES

  1. EDUCATION – This committee shall have general supervision of the educational affairs and formulate the educational policies of the Corporation, working in close cooperation with the Directors. It shall plan an educational program for the year.
    1. The Committee shall strive to arrange an educational program of the highest order with variety and supplying data and information of the greatest interest and value to the members.
    1. The Committee shall be in close touch with the Publicity Committee in order to publicize upcoming education events.
    1. WELFARE AND RECEPTION – This committee shall act as a good will resource committee and meet introduce new members of the Corporation. The committee shall report at Board and regular meetings those members who are ill. The Committee shall send cards, flowers or suitable remembrances to members of the Corporation or family members.
      1. The cost of flowers shall not exceed a sum designated by the Board of Directors.
      1. The Committee shall arrange for Pall Bearers on the death of a member, if so desired by his/her family.
      1. The Committee shall visit a member who is ill and report in confidence, to the Board, should the member be in need of assistance.
    1. PUBLICITY AND PUBLIC RELATIONS – This committee shall have control of news releases to newspapers and other publications of interest to the general public that will tend to add prestige to the Corporation. The Committee should become acquainted with all local sports editors and reporters and ascertain the type of publicity material most desired by the newspapers. The Committee shall work closely with the Board of Directors and Educational Committees in publicizing the activities and coming events of the Corporation.
    1. NEWSLETTER – This committee shall be responsible for gathering information pertaining to Corporation activities, coming events and meetings, and matters pertaining to golf course maintenance of interest to the members. It shall operate within the budgeting allowance established by the Board of Directors. The newsletter editor will form a committee to solicit and obtain advertisements, expand the newsletter when deemed advisable and shall keep an accurate account of the cost of the publication and all money received from advertisers. This money shall be promptly turned over to the Treasurer who shall give receipts for same. The newsletter should be self-sustaining for the Corporation.
    1. GOLF – This committee shall arrange and conduct all meeting sites, dates and tournaments of the Corporation, and receive all tournament entry fees and award all prizes in connection therewith. It shall maintain an up-to-date handicap list of all players of the Corporation. A special appropriation shall be voted by the Corporation for the shields and trophies for those foregoing events.
    1. SCHOLARSHIP – This committee shall consist of a director and two (2) appointees. The Committee shall have the responsibility of raising funds and giving recommendations for disbursements of same to the Board of Directors.
    1. RESEARCH – The committee shall consist of three (3) regular members of the Corporation. This committee shall have the responsibility of raising funds and giving recommendations for disbursements of same to the Board of Directors.
    1. MEMBERSHIP – The Committee shall recommend to the Board of Directors, applications for membership into the Corporation that have been submitted to the Committee, as set forth in Article 2, sections 2 and 3. The Committee shall make recommendations for changes in the standing or nature of existing members [pending approval (as set forth in Article 2, sections 3, 4, 5, 6)]. The Committee shall supply potential members with applications and information relevant to the Corporation and seek to expand the roster of the Association.
    1. NOMINATION – The Board of Directors shall annually appoint a Nominating Committee which shall consist of three (3) voting members of the Corporation. The Nominating Committee shall, not less than sixty (60) days prior to the Annual Meeting, present a slate of eligible candidates to the Board of Directors.  A Director or Trustee shall serve as Committee Chair.
    1. BY-LAWS – The Committee shall be responsible for recommending to the Board, changes in the by-laws as required or needed in the best interest of the Corporation.  Changes to the by-laws shall be made in accordance with Article 11: By-laws.  A Director or Trustee shall serve as Committee Chair.

ARTICLE 8 – MEETINGS

SECTION 1 – REGULAR MEETINGS OF MEMBERS

Regular meetings of the members shall be held in May, June, July, August, September and October, unless deemed advisable by the Board of Directors to change this frequency because of holidays or other important events. A total of six (6) regular meetings will be held each year.

SECTION 2 – ANNUAL MEETING OF MEMBERS

The Annual Meeting of members will be held in October and be dated and acknowledged as Annual Meeting. It shall be held at a place to be determined by the Board of Directors, for the purpose of electing officers and Directors and for the transaction of any other business that may properly be brought before the members meeting for action. Notice of the Annual meeting shall be mailed by the Secretary to each member at least ten (10) days before the date of the meeting.

SECTION 3 – SPECIAL MEETINGS

Special meetings of members of the Corporation may be called by the President or by one of the other officers at any time when ordered to do so by the Directors, or by five (5) members in good standing, upon a written request to the Board.

SECTION 4 – ANNUAL MEETING

The Annual Meeting of the Board of Directors shall be held at a place

to be designated by the President, and on such dates as shall be determined by

the Board.  Any valid business may be transacted at an Annual Meeting.

SECTION 5 – REGULAR MEETINGS

Regular meetings of the Board of Directors shall be held at a place to be designated by the President, and on such dates as shall be determined by the Board. All actions of the Board and members shall require a majority vote, unless otherwise specified by law, the Articles of Association of the Corporation or herein.

SECTION 6 – SPECIAL MEETINGS

Special Board meetings may be held on call of the President acting on his/her own initiative or upon the request of five (5) members of the Board. Notice of such meeting of the Board shall be mailed to all Directors not less than three (3) days before the date of such meeting and shall state the purpose thereof. In special emergency cases, notification of the meeting may be made by telephone to all Directors.

SECTION 7 – QUORUM OF MEMBERS’ MEETINGS

Twenty-five percent (25%) of the voting members of the Corporation represented in person shall constitute a quorum at any meeting.

SECTION 8 – QUORUM OF BOARD OF DIRECTORS MEETINGS

A quorum at any meeting of the Board of Directors shall consist of five (5) directors and/or trustees.

SECTION 9 – ORDER OF BUSINESS

The order of business at all meetings of the members and Board of Directors

shall be as follows:

  1. Call to order
  2. Minutes of previous meeting
  3. Communications
  4. Reports of officers and committees
  5. Unfinished business
  6. New business
  7. Election of Officers
  8. Adjournment

ARTICLE 9 – ASSESSMENTS

Assessments shall only be made for actual needs.

ARTICLE 10 – FISCAL YEAR

The fiscal year of the Association shall end December 31st.

ARTICLE 11 – BY-LAWS

1. All by-laws governing members, guests, officers, and committees found necessary shall be formulated by the Board of Directors in cooperation with the various committees.

2. Copies of all by-laws shall be mailed to all existing members and newly-elected members as inclusions within each Membership Roster Book.

3. The by-laws may be amended by a majority vote of the regular members at any regular meeting of the Association with a quorum being present.

ARTICLE 12 – INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

SECTION 1

The Corporation may, to the full extent now or hereafter permitted by law,

indemnify any person who was or is a party to or is threatened to be made

a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he/she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including, but not limited to, attorneys’ and accountants’ fees and disbursements), judgments, fines and amounts paid in settlement incurred by him in connection with such threatened, pending or completed action, suit or proceeding (whether the

same shall be by or in the right of the Corporation or such other corporation, partnership, joint venture, trust or other enterprise, or otherwise).

SECTION 2 – LEGAL BASIS

Any determination of whether indemnification in a specific case of a person

referred to in Section 1 of this Article 12 is proper in the circumstances shall be made only by the Board of Directors, which may rely upon the written opinion of legal counsel as to whether such indemnification is permitted by law.

SECTION 3 – ADVANCE OF EXPENSES

Expenses incurred in connection with any threatened, pending or completed action, suit or proceeding referred to in Section 1 of this Article 12 may be advanced by the Corporation to the full extent now or hereafter permitted by law. Any discretionary power to make such advances shall be held and exercisable by the Board

of Directors.

ARTICLE 13 – DISSOLUTION

In the event of the dissolution of the Corporation, after all liabilities and responsibilities

have been met, its assets shall be distributed in accordance with the Internal Revenue Code concerning its exempt status or in accordance with state law. The decision of distribution shall be made by the Executive Committee.

PAST PRESIDENTS

1977 –

1980, Richard C. Blake, CGCS

1980 – 1981, Robert Miller

1981 – 1982, Edwin A. Wilczynski

1982 – 1984, Alfred J. Martel, CGCS

1985 – 1986, Michael J. O’Connor, CGCS

1986 – 1987, Karl Larson, CGCS

1987 – 1988, Joseph Charbonneau, CGCS

1988 – 1989, John Ottaviano, CGCS

1989 – 1990, Gary Crothers, CGCS

1990 – 1991, Michael J. O’Connor, CGCS

1991 – 1993, David J. Berard, CGCS

1993 – 1995, Timothy D. Madden, CGCS

1995 – 1998, Kenneth N. Lallier, CGCS

1998 – 2000, Kenneth Glick, CGCS

2000 – 2002, Joseph Charbonneau, CGCS

2002 – 2004, Philip A. Rollins, Jr.

2004 – 2005, Thomas Morris, CGCS

2005 – 2007, Dave Berard, CGCS

2007 – 2009, Greg Bean

2009 – Present, Kevin Komer

Vermont Golf Course Superintendents Association
VtGCSA, 24 Bowman Rd, Vergennes VT 05491
vtgcsa@gmail.com