Name:
The name of this Corporation is the International Golf Course Equipment Managers Association (IGCEMA).

Purposes:
The purposes for which this Corporation is formed are:
(a) To provide for and enhance the recognition of the Golf Course Equipment Manager/Head Turf Equipment Technician as a professional.
(b) To advance the art of Golf Course Equipment Management; to collect and disseminate information concerning efficient and economical management of golf course equipment and related environmental issues.
(c) In general, to have all the powers conferred upon a corporation by the laws of the State of South Dakota, U.S.A., which are consistent with the Certificate of Incorporation and the Bylaws of this Corporation.

Definitions:
A "Golf Course Equipment Manager/Head Turf Equipment Technician" is responsible for all facets of turf equipment maintenance and repair. This individual should possess a basic understanding of the game of Golf and the effects this position has on the overall condition and playability of the game. The Golf Course Equipment Manager/Head Turf Equipment Technician’s responsibilities include effective management of the Turf Equipment Fleet, Workshop Staff where applicable, and the Golf Course Maintenance Facilities. The position is responsible to the Golf Course Superintendent/Greens Keeper and/or the Director of Golf.

Typical Functions
• Implement a preventive maintenance program with accurate record keeping.
• When applicable, train and instruct Assistant Technicians on the maintenance and diagnosis of all equipment in the fleet.
• Adhere to all health, safety and environmental regulations. (Proper disposal of waste oils, tires, etc.)
• Schedule and organize daily repair and maintenance operations.
• Assist the Superintendent in developing and implementing a training program to instruct the Equipment Operators in the operator maintenance requirements, and the safe and proper operation of the equipment.
• Keep a complete set of records for equipment and parts inventory purchases, equipment conditions, costs of repairs and preventive maintenance for all equipment.
• Responsible for the organization and care of the equipment facilities.
• Complete daily course checks to ensure cut quality and proper operation of equipment.
• In the absence of the Superintendent and/or the Assistant Superintendent; is capable of managing daily course operation and staff.

Employment Standards:
• Working knowledge of all turf and landscape equipment functions, systems and safety. (Cutting unit set-up, hydraulic theory and diagnosis, electrical theory and diagnosis, combustion engines, welding, etc.)
• Ability to utilize various trade tools and the safety guidelines of their use.
• Ability to lift 40 lbs.
• Ability to work in a variety of weather conditions.
• Possess a valid driver’s license.
• Basic understanding of the game of golf; the effects this position, and basic agronomic practices, have on the overall condition of the golf course and playability of the game.
• Ability to communicate on a professional level with staff, vendors, members, and guests daily.
• Ability to assist in the purchasing and selection of new turf and/or landscape equipment.

"Certified Golf Course Equipment Managers/Head Turf Equipment Technicians" are those individuals having met and maintained all of the qualifications set forth by this Association.

ARTICLE I
MEMBERSHIP

SECTION 1. Application for Membership:
The Board of Directors shall be the sole judge of an applicant’s qualification for membership. The Board of Directors of the Association shall adopt Standing Rules for membership, and shall have the authority to establish qualifications, privileges and dues for all classes of membership.

SECTION 2. Membership Classes:
Certified Golf Course Equipment Manager/Head Turf Equipment Technician: To qualify for Certified Equipment Manager/Head Turf Equipment Technician membership, an individual must meet all criteria in the Class "A” Equipment Manager/Head Turf Equipment Technician classification and hold a certificate approved by the association. Certification must also be periodically maintained by continuing involvement in IGCEMA approved activities. Certified Equipment Manager/Head Turf Equipment Technician Members shall have all the privileges of the Association, subject to the provisions of Article VI, Section 1 hereof.

Class "A” – Golf Course Equipment Manager/Head Turf Equipment Technician: 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 Equipment Manager/Head Turf Equipment Technician or two (2) years experience as a Golf Course Equipment Manager/Head Turf Equipment Technician and a graduation certificate from an IGCEMA approved trade school with a minimum of a one year curriculum, be employed in such capacity and comply with all additional qualifications adopted by the membership. Class "A” Members shall have all the privileges of the Association, subject to the provisions of Article VI, Section 1 hereof.
Class "B” – Golf Course Equipment Manager/Turf Equipment Technician: To qualify for Class "B” Membership, an applicant shall be employed for less than three (3) years as a Golf Course Equipment Manager/Head Turf Equipment Technician, or less than two (2) years as a Golf Course Equipment Manager/Head Turf Equipment Technician and hold a graduation certificate from an IGCEMA approved trade school with a minimum of a one year curriculum, or be employed as a Turf Equipment Technician at a turf equipment service/repair business, and comply with all additional qualifications adopted by the membership. Class "B” Members shall have all the privileges of the Association, except those of voting and holding office.
Class "C” - Assistant Golf Course Equipment Manager/Turf Equipment Technician: To qualify for Class "C” Membership, an applicant shall be, at the time of application for membership, an assistant to a Golf Course Equipment Manager/Head Equipment Technician, and shall be presently employed in such capacity. Class C Members shall have all the privileges of the Association, except those of voting and holding office.
Class "D” - Affiliate: To qualify for Affiliate Membership, an applicant must be an individual, business firm, educational or governmental body interested in golf course management and/or in the growing or production of fine turf grass, either individually or through employment by, or other affiliation with, a company, proprietorship, school or association, and who does not qualify for membership in another class. Affiliate Members shall have such privileges of the Association as the Board of Directors may specify by Standing Rules, except those of voting and holding office.

SECTION 3. Reclassification of Members:
All reclassifications of Members shall be made by the Board of Directors, in accordance with Standing Rules adopted by it from time to time, or pursuant to directives adopted by the membership at any annual meeting or any special meeting called for that purpose.

(a) Voluntary Reclassification: Any individual Member may request a change in his or her membership classification to accord with a change in his or her qualifications for membership as set forth in Section 2 of this Article. No retroactive status will be given for a change in classification greater than 45 days from the date of the requested change.
(b) Mandatory Reclassification: All Members, upon renewal of their annual membership, must clearly state their current employment status. This statement of employment status shall be based upon the Association's officially accepted job titles and golf course organization chart, or other commonly accepted listings of job titles. The Board of Directors shall, upon receipt of this statement, determine the appropriate class of membership for each individual and shall be empowered to alter the individual's membership classification to properly reflect stated qualifications.

SECTION 4. Rights of Membership: Except as otherwise provided herein, Members of IGCEMA shall have all of the rights of Membership. These rights shall include the following:
(a) Use the Association name, initials, and logo in accordance with the Standard Operating Procedure and Guidelines established by the Board of Directors.
(b) Attend the annual meeting of the Association.
(c) Vote if a Certified Equipment Manager/Head Turf Equipment Technician or Class "A” Equipment Manager/Head Turf Equipment Technician Member.
(d) Hold office if a Certified Equipment Manager/Head Turf Equipment Technician or Class "A” Equipment Manager/Head Turf Equipment Technician Member.
(e) Amend the Articles of Incorporation, as provided herein.
(f) Amend these Bylaws, as provided herein.

ARTICLE II
DUES AND SUPPLEMENTAL ASSESSMENTS

SECTION 1. Annual Dues:
The annual dues shall be sums fixed by the Board of Directors, as decided by a balloting conducted under regular voting procedures set forth in Standing Rules established by the Board of Directors, in accordance with Article V of these Bylaws. Dues shall be payable in advance of the member’s annual renewal date.

SECTION 2. Assessments:
Where necessary, in the opinion of a majority of members present at any annual or special meeting of the Association called for that purpose, for the payment of any existing deficit, there may be levied an assessment in addition to annual dues, to be paid by each Association member, provided, however, that such assessment may not be levied more than once in any year and shall not exceed an amount equal to the annual dues fixed for such year. In the event of grave emergency, the Board of Directors upon unanimous vote, by signed order, may levy an assessment to be paid by each Association member, for the payment and discharge of any bona fide indebtedness, loss incurred, or for the payment of any judgment or decree rendered against the Association, provided, however, that no more than an amount equal to the annual dues shall be levied as such assessment during any year. The vote of the Board of Directors on the question of levying an assessment may be taken by mailed ballot prepared by the Secretary.

SECTION 3. Extension of Time for Payment:
The Board of Directors may, at its discretion, for good cause, temporarily excuse or extend time of payment of annual dues or assessments for any member.

ARTICLE III
CONDUCT OF MEMBERS

SECTION 1. Nonpayment of Dues or Assessments:
All members whose dues are not paid in advance of the member’s renewal date may have services and benefits suspended. All members whose dues shall remain unpaid more than ninety (90) days past their annual membership renewal date, or after the due date of any assessment, may be dropped from the membership roll of this Association.

SECTION 2. Prohibited Conduct:
The following conduct is prohibited for members of the IGCEMA:
(a) Violations of the IGCEMA Code of Ethics.
(b) Use of IGCEMA affiliation for the purpose of promoting schemes, ideas or objects that are detrimental to the Association.
(c) Conduct unbecoming a member or inimical to the Association.
(d) Submitting false information on an application for membership or on a dues statement.
Conduct that is prohibited shall be cause for disciplinary action or expulsion from the membership in accordance with the procedure set forth in Section 3 of this Article.

SECTION 3. Procedure for Disciplining or Expelling a Member:
A member may be disciplined or expelled by a two-thirds (2/3) vote of the Board of Directors after notice. An expelled member may reapply for membership no earlier than one (1) year after the date of such expulsion, in accordance with the provision of Article I.

ARTICLE IV
CHAPTERS

SECTION 1. New Chapters:
A voluntary association of persons engaged in the occupation of producing, maintaining and improving turf grass may make application for admission as an Affiliate Chapter of this Association. An association whose bylaws contradict the Bylaws of this Association shall not be eligible for admission as a Chapter. The Board of Directors shall act upon any application for admission at its next meeting after the receipt of such application.

SECTION 2. Affiliation:
All Chapters shall execute an Affiliation Agreement to be an Affiliated Chapter of IGCEMA and shall have all rights and privileges of an Affiliated Chapter as set forth in the Affiliation Agreement.

SECTION 3. Procedure for Probation, Suspension and Revocation:
An Affiliated Chapter may be placed on probation, suspended or revoked as a result of conduct described in the Affiliation Agreement, Article IV, Section 2, by a majority vote of the Board of Directors. A revoked chapter may reapply for affiliated status no earlier than one (1) year from the date of revocation in accordance with the requirements set forth in the Affiliation Agreement.

ARTICLE V
VOTING

SECTION 1. Delegate Representation of Chapters at Association Meetings:
An Affiliated Chapter may be represented at all meetings of this Association by a delegate, who must be a voting member of this Association. Such voting delegate shall represent, and be authorized to cast the votes of the voting members of this Association, who are also members of such Affiliated Chapter and who desire to be represented by such delegate.

SECTION 2. Proxies:
Voting Members at any meeting of the Association 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.

SECTION 3. Individuals:
Individual Voting Members, not voting by delegate or proxy, may cast a vote in person on all issues brought before the body.

SECTION 4. Voting Procedures:
The Board of Directors shall have the power to establish Standing Rules governing voting procedures at Association meetings.

SECTION 5. Election Committee:
The President shall annually appoint an Election Committee consisting of five Voting Members of this Association who shall conduct the election activities of the Association prior to the annual meeting under the direction of the chairperson. The results of the election will be announced at the Annual Meeting. In addition to the slate of candidates recommended by the Nominating Committee, nominations will be accepted from the Membership using the Nomination Forum on the Web Site prior to the Election. The President, Vice President, Secretary/Treasurer and Directors are elected by a plurality vote. All other issues shall be decided by a majority vote of those present, except as otherwise stated in the Bylaws.

SECTION 6. Publication of Votes:
The Election Committee Chair shall report in a current member publication, as soon as practical after each annual election, the voting record of each affiliated chapter casting votes through a delegate or alternate, as well as collective individual and collective proxy voting records. This official account shall summarize the number of votes cast (1) for each individual standing for election, (2) for and against each proposed amendment to the Bylaws and/or Articles of Incorporation, (3) for and against any dues proposal, and (4) for and against any other business that may come before the membership.

ARTICLE VI
OFFICERS AND BOARD OF DIRECTORS

SECTION 1. Qualifications and Terms of Office:
Only Class A members who are actively employed as Golf Course Equipment Managers or Head Turf Equipment Technicians are eligible for election as Officers or Directors of this Association. Officers and Directors ceasing active employment as Golf Course Equipment Managers or Head Turf Equipment Technicians may serve for not more than six months after cessation of employment unless granted an extension by unanimous vote of the Board of Directors. There shall be an annual election for the following named officers who shall serve on the Board of Directors: President, Vice President and Secretary/Treasurer, who shall hold office for a period of one year or until their successors are elected and qualified and who shall perform the duties hereinafter prescribed for each of such officers.

There shall likewise be elected to the Board of Directors eight members of this Association who shall be elected to two-year terms by the membership. An election shall be held each year for those Director positions whose terms are to expire. The Immediate Past President of this Association shall serve as an officer for the term of one year. If a current member of the Board of Directors accepts nomination to an officer position, that member shall resign their position on the Board of Directors.

SECTION 2. Vacancies:
Vacancies occurring in any office or in the Board of Directors of the Association shall be filled by appointment by the President with the approval of the Board of Directors for the unexpired term.

SECTION 3. Duties and Powers of the Board of Directors:
(a) The Board of Directors shall have general charge and management of the affairs of the Association.
(b) A two-thirds (2/3) majority of the entire Board of Directors shall be required for the passage of any resolution or decision that will cause or incur any indebtedness that includes the execution of a mortgage or loan document that will carry past the time of the next annual election and thus impact the fiscal responsibilities and options of future boards of directors.
(c) The Board of Directors shall at each annual meeting make a full report of its actions during the preceding calendar year. The Board of Directors may further cause to be made an audit of the Treasurer's books and may make the audit available to the membership within 150 days of the end of the calendar year.
(d) The expenses of all members of the Board of Directors incurred while attending to the business of the association shall be paid by the Association upon presentation of an itemized expense account.
(e) Removal: The Board of Directors shall have the power to remove or otherwise discipline any Director for violation of Article III, Prohibited Conduct of the Board of Directors Code of Ethics by a majority vote of the Board of Directors as set forth in Article V, Disciplinary Action, of the Board of Directors Code of Ethics.

SECTION 4. Duties of the President:
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 to such rules and regulations as may from time to time be made by the Board of Directors. This individual shall preside at all meetings of the Association and Board of Directors and shall be an ex-officio member of all committees. This officer 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 or she may think proper. The President shall appoint all committees except the Nominating Committee. All appointments shall be subject to the approval of the Board of Directors except where action is required of such a committee or committees prior to any such meeting of the Board of Directors, such approval of appointment shall not be required.

SECTION 5. Duties of the Vice President:
In case of the absence or inability of the President, the Vice President shall, during the period of such absence or inability, perform the duties required of the President. In the event the office of President shall become vacant, the Vice President shall perform all duties of the President until the annual election or until a successor shall be duly elected. In the event that both the office of the President and Vice President shall become vacant or both officers are incapacitated, then the Board of Directors shall elect one of their members to fill the vacancy of the office of President.

SECTION 6. Duties of the Secretary/Treasurer:
The Secretary/Treasurer shall be an Officer of this Association and be present at all meetings of the Association and the Board of Directors, and shall be responsible for, and keep a record of, all the transactions at the meetings in a notebook computer, belonging to the Association, kept for such purposes. In case of emergency, the President shall have the authority to appoint a temporary Secretary for said meeting. This officer shall ascertain proper notice, as stated in the Bylaws, has been given for all meetings of the Association and of the Board of Directors and shall be the custodian of corporate records and of the corporate seal, and shall perform all other duties usually performed by the Secretary of a like corporation and such other additional duties as may be required by the Board of Directors. This officer shall be responsible for all monies, bills, notes, bonds and similar property belonging to the Association and the safekeeping of the same in the name of the Association, 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 by the Board of Directors, as well as make an annual report and such other reports that may be required by the Board of Directors. The Secretary/Treasurer shall be bonded by a surety company in an amount approved by the Board of Directors, and the premium on said bond shall be paid by the Association.

SECTION 7. Position of CEO:
The President, with the approval of the Board of Directors, may appoint a CEO who shall be the chief executive officer and an employee of the Association. This person's function shall be to put into effect the decisions of the Board of Directors, and otherwise to advise, promote and carry out the objectives and purposes of the Association, as directed by the Board of Directors. His or her term of employment and compensation shall be decided by the Board of Directors, but in no event can the Board of Directors; commit itself to a contract exceeding three years.

ARTICLE VII
COMMITTEES

SECTION 1. Nominating Committee:
The Board of Directors shall annually appoint a Nominating Committee, which shall consist of five voting members of this Association. The names and addresses of the persons appointed shall be sent by the Secretary to each of the Affiliated Chapters at least six (6) months before the annual meeting in each year, so that the Affiliated Chapter may submit to the Nominating Committee the name of one or more of its members who shall also be a member of this Association or any member of this Association for consideration by the Nominating Committee. Other Association members qualified to hold office may also be considered by the Nominating Committee. The Nominating Committee shall, not less than thirty (30) days prior to the annual membership meeting, present one or more nominees for each officer and/or director position listed on the ballot. The Nominating Committee shall not nominate any one member for more than one office or Director's position. A copy of such list, properly certified by the Secretary, shall be posted on the Home Page of the Web Site a minimum of ten days before the Election.

SECTION 2. Other Committees:
Nothing herein contained shall be construed to prohibit the appointment of other committees by the President for the advancement of the Association.

SECTION 3. Limitation of Powers of Committee:
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 for the Board of Directors, or the duly authorized and elected Officers of this Association, as may be delegated by the Board of Directors.

ARTICLE VIII
MEETINGS

SECTION 1. Board of Directors:
(a) Regular Meetings: The Board of Directors shall meet at least twice a year. The meetings shall be at the call of the President, who shall give the other members of the Board of Directors at least thirty (30) days' written or printed notice of the time and place of the meeting or conference call.
(b) Special Meetings: Special meetings of the Board of Directors may be called at any time by the President, or shall be called by the President upon the written request of a majority of members of the Board of Directors, specifying the purpose of the meeting. If the President refuses or fails to call a meeting upon such a request, then such special meeting may be called by any four (4) of the Directors. Any special meeting of the Board of Directors may be conducted by a telephonic or electronic means conference, if a majority of the Directors so agree. At least ten (10) days written or printed notice of the time and place of special meetings shall be given to members of the Board of Directors.
(c) Quorum: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
(d) Waiver of Notice: Notice of any meeting of the members of the Board of Directors may be waived by the Director signing and delivering a Waiver of Notice to the Secretary of the Board. A person who attends a meeting without making objection of the failure to have received proper notice of the meeting shall be deemed to have waived such notice.

SECTION 2. Members:
(a) Annual Meeting: The annual meeting of the members of this Association shall be held at a location and time to be designated by the Board of Directors. Any valid business may be transacted at an annual meeting.
(b) Special Meetings: Special meetings of the Members may be called by the President upon the request of a majority of the Board of Directors or upon the request of twenty-five percent (25%) of the voting Members. At a special meeting; the only business which may be transacted is that pertaining to the purpose for which the meeting was called.
(c) Notice: Written or electronic notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be transmitted by the chief executive officer to each member at least thirty (30) days before the date of the meeting.
(d) Quorum: At any meeting of the Association, 20% of voting Members shall constitute a quorum.

ARTICLE IX
SEAL

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

ARTICLE X
PARLIAMENTARY AUTHORITY

The rules contained in Roberts Rule of Order, Newly Revised, shall govern the IGCEMA in all cases to which they are applicable, and in which they are not inconsistent with these Bylaws, and any special rule of order the IGCEMA may adopt.

ARTICLE XI
AMENDMENTS

SECTION 1. Procedure:
(a) These Bylaws or the Articles of Incorporation may be amended at any Annual Meeting of the Members, provided all amendments shall be presented in writing or electronically to the Bylaws Committee at least ninety (90) days in advance of the annual meeting and the Committee shall submit to the Members such proposed amendments the Committee approves, at least thirty (30) days in advance of the Annual Meeting. The Committee shall also submit to the Members at least thirty (30) days in advance of the annual meeting its report concerning all proposed amendments to the Bylaws or Articles received by the committee. The Bylaws Committee may submit its own proposals for amendments in writing or electronically to the members at least thirty (30) days in advance of such annual meeting.
(b) Any proposed Bylaw or Articles amendment submitted to, but rejected by the Bylaws Committee, may be presented at the annual meeting to the members provided the proposed amendment is presented to the membership in writing or electronically thirty (30) days in advance of the annual meeting and is supported by written petition of a majority of the voting members.
(c) These Bylaws or the Articles may also be amended at a special meeting of the members, provided the proposed amendments be written and signed by not less than twenty-five percent (25%) of the voting members prior to the special meeting, and sixty (60) days notice of the amendment proposed be transmitted to each member at his or her last known address as registered with the association prior to the special meeting.

SECTION 2. Vote Required:
A two-thirds (2/3) vote of all voting members shall be necessary for the adoption of any amendment.

ARTICLE XII
INDEMNIFICATION

The IGCEMA may 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 judgments, counsel fees and amounts paid in settlement (before or after suit is commenced), actually necessarily incurred by such person in connection with the defense or settlement of any claim, action, suit or proceeding in which they, or any of them are made parties, or a party, or which may be asserted against them or any of them, by reason of being, or having been, an officer or director of this Association, except in relation to matters as to which any such officer or director, or former officer or director, shall be adjudged in any action, suit or proceeding to be liable for his or her own acts and omissions arising out of his or her willful 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.
Dated this 24th day of September, 2007.

Signed:

Stephen R. Tucker

Mike Kriz

Mike Craft

Revision Approved by Membership on 12-24-2007

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