Bylaws

BYLAWS of SAN DIEGO GOLF COURSE SUPERINTENDENTS ASSOCIATION
Adopted 1995, Amended 2021


Article I

NAME

The name of this organization shall be San Diego Golf Course Superintendents Association.

Article II
PURPOSE

The purpose of this organization is to further promote and develop the interests of Golf Course
Superintendents through the gathering and dissemination of information and through the
development of ethical standards for the profession.


Article III

MEMBERS

Section 1. The membership of this Corporation shall be limited to those persons whose interests
and problems are typical of the coastal and desert regions and who do business in San Diego
County. It shall be a condition precedent to admission to membership in this Corporation that
each applicant shall furnish satisfactory evidence of his qualification for membership and the
Membership Committee of this Corporation shall be the sole judge of his qualification.

Section 2. Definition: A Golf Course Superintendent is one who is entrusted with the
management and operation of the tract of land defined as a golf course, including involvement in
construction and maintenance of golf courses and related equipment.

Section 3. Membership Classes:

Class AA - Life Members: To qualify for Life membership a member must have been a Regular
or Charter member for at least twenty-five years (25) and must have retired from active service
as a Golf Course Superintendent. A Life member shall have all the rights and privileges of the
Association except that of holding office.

Class A- Golf Course Superintendent: 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. In addition, said applicant must have
a Pesticide Applicator License, or its equivalent under California Pesticide Laws and
Regulations. A Class A member transferring from an out-of-state chapter shall retain his
classification and have one year in which to comply with this requirement. Class A members
shall have all the privileges of the Association. Dues are payable. Anyone applying for Class A
membership in SDGGSA must also be a member of GCSAA.

Class B – Golf Course Superintendent: To qualify for Class B membership, an applicant shall
be a golf course superintendent who has, at the time of application for membership, less than
three (3) years’ experience as a golf course superintendent, and shall be presently employed in
such capacity. In addition, said applicant must have a Pesticide Applicator License or its
equivalent under California Pesticide Laws and Regulations. A Class B transferring from an outof-state chapter shall retain his/her classification and have one year in which to comply with this
requirement. Class B members shall have all the privileges of the Association. Dues are payable.
Anyone applying for Class B membership in SDGCSA must also be a member of GCSAA.

CLASS C - Golf Course Assistant Superintendent: To qualify for Class C membership an
applicant shall be, at the time of application, an assistant to a golf course superintendent, and
shall be presently employed in that capacity. Class C members shall have all the privileges of the
Association, except that of holding office. Dues are payable.

CLASS TM - Turf Manager: To qualify for Class TM membership, an applicant must manage
the turf at a facility which grows sports-related turfgrass, but which is not defined as a golf
course in the SDGCSA Bylaws.
The facilities included are: driving ranges, practice facilities, test facilities, stadiums. This
specifically excludes any turf that is sold to a golf course or other sports facility. TM 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. Dues are payable.

ASSOC - Associate Member: To qualify for Associate membership the applicant shall be an
individual employed by a golf course superintendent and interested in golf course management
and/or in the growing or production of fine turfgrass. Associate 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. Dues are payable.

Class E - Educators: To qualify for Class E membership, an applicant must be a full-time
turfgrass educator or extension officer. Class E members shall have such privileges of the
Association as the Board of Directors may specify in standing rules, except those of voting and
holding office. Dues are payable.

R - Retired Member: Any member reaching age sixty (60), who is retired and no longer
seeking employment within the scope of activities of any membership class of this Association,
may apply to the Executive Committee, in writing, for Retired membership. The annual dues will
be complimentary. A Retired member shall have all the privileges of this Association afforded
the member in his immediate previous classification with the exception of holding office.

AFFIL or CORP AFFIL (G) - Affiliate Member: To qualify for Affiliate membership an
applicant must be a person involved in the golf industry, either individually or through
employment by, or other affiliation with, a company proprietorship, governmental agency, or Association, who provides
products or services to golf courses and who does not qualify for membership in another class.
Affiliate members shall have all the rights and privileges of the Association except those of
voting and holding office. Dues are payable.

Affiliate members may join as an individual or as a corporation. Each Corporate membership
shall have the right to name two of its owners, employees, or other agents as its representatives
to the Association.

Such representatives shall have such privileges of the Association as the Executive Committee
may specify by standing rules, except those of voting and holding office. Annual dues to be set
by the Board double that of individual Affiliate membership.

I - Inactive Member: An Inactive member is a member who, by reason of unemployment,
illness or other adverse circumstances, has been placed in this class upon his application. The
Executive Committee shall have the authority to act on such application and to place a member
on inactive status subject to such terms and conditions as the Executive Committee may specify
from time to time by Standing Rules; provided, however, that an inactive member shall not vote
or hold office.

Class A and Class B who no longer fulfill all the requirements for Class A and Class B
classification due to a position change will be eligible to keep their status for the purpose of
resumes, interviews, applications, etc., for a period not to exceed 24 months, providing they are
actively seeking employment as a Golf Course Superintendent or Assistant Superintendent.
Members in this classification will continue to pay regular dues during this period, and retain all
rights and privileges of the Association, except that of holding office. Any Class A or Class B
Inactive member exceeding 24 months of consecutive unemployment or reduced employment
will be automatically placed in the appropriate membership classification or dropped from the
Association.

(S) -Turfgrass Student: To qualify for Class S membership an applicant must be a turfgrass
student enrolled in a formal course of education in an approved and accredited institution.
Class S members shall have such privileges of the Association as the Executive Committee may
specify for each respective class from time to time by Standing Rules except those of voting and
holding office. Annual dues and general fees will be complimentary.

(H) - Honorary Members: To qualify for Honorary membership the individual must be a
member of the Association who has been recognized by the Executive Committee for
contributing in an outstanding manner to this Association. The annual dues and general meeting
fees will be complimentary. Honorary members shall have such privileges of the Association as
the Executive Committee may specify from time to time by Standing Rules, except those of
voting and holding office.

This is a representative from a related field or industry who is recognized annually by the Board.

This membership classification is awarded to the person holding a specific position, such as
County Farm Advisor, and membership will change as the representative changes or at the
discretion of the Board. No more than eight Industry Representative memberships will be
awarded per year. Membership dues will be complimentary, however, monthly meeting charges
will be payable. Industry Representatives shall have such privileges of the Association as the
Executive Committee may specify from time to time by Standing Rules, except those of voting
and holding office.

Section 4. Unless otherwise specifically provided in the Bylaws, all voting rights of this
Corporation shall be vested in the Class A and Class B. All other members shall not have voting
rights in the Corporation nor be eligible to hold any elective office in this Corporation, but shall
be entitled to all other benefits of membership.

Section 5. Application for membership; Application for membership in the Association shall be
made on official forms furnished by the Board of Directors. Each applicant shall furnish
evidence satisfactory to the Board of Directors of compliance with the requirements of the
membership class desired. The Board of Directors may require that each application for
membership contain the recommendation of one or more voting members (Class A or Class B)
of the Association. The Board of Directors shall be the sole judge of an applicant’s qualifications
for membership, however, no application shall be rejected which meets the standards of the code
of ethics.

Section 6. Approval or rejection of application; Applications for membership shall be reviewed
by the Board of Directors at a scheduled meeting. After an application has been approved for
membership, the applicant’s name shall be read and the applicant introduced at a monthly
meeting. Any person whose application is rejected may request a hearing for reconsideration.
This hearing shall be given at the following regularly scheduled Board meeting, or at a special
meeting should the President deem it advisable to call such a meeting. The Board of Directors
shall be the sole judge of any applicant’s qualifications for membership. If any application were
rejected, the applicant may file a new application after a period of not less than six (6) months
subsequent to the rejection. All members and prospective members shall have the right to due
process as outlined in these Bylaws.

Section 7. Reclassification: All reclassification of members shall be made by the Board of
Directors upon application of the member, and in accordance with standing rules adopted 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
membership classification to accord with a change in his qualifications for membership
as set forth in Section 3 of Article III.

(b) Mandatory reclassification: All members, upon renewal of their annual
membership, must clearly state their current membership status. This statement of
employment status shall be based upon the Association’s officially accepted job titles 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 8. Any Class A or Class B in good standing with another Chapter or with this Chapter in
the past and with the Golf Course Superintendents Association of America (GCSAA), shall
maintain their classification.

Article IV
DUES AND SUPPLEMENTAL ASSESSMENTS

Section 1. Annual Dues
The annual dues of the Association shall be the sum fixed at any annual meeting of the
Association as approved by a majority of the membership in attendance thereat. Dues shall be
payable annually, in advance, for the fiscal year beginning April 1 and ending March 31.
Membership renewals and sponsorship commitments not renewed by May 1st will be rescinded.
After May 1st a new membership application as well as appropriate late fees must be submitted
to the membership chair to be considered for membership. The board of directors may determine
an extension of time for payment.

Any renewal received after May 1st will not be included in the original membership directory or
listed on sponsorship signage until the next event where signage is appropriate, but may be
included in any follow up addenda. Your membership application will be presented at the next
Board of Directors meeting for consideration. You will be notified of the board’s decision
shortly after that board meeting. New members are listed in the quarterly newsletter,
INFOREMER.

Section 2. Assessments: Where necessary, in the opinion of a majority of members present at
any annual or general meeting, and following a thirty (30) day notification of such, there may be
levied an assessment in addition to annual dues to cover any existing deficit or potential deficit,
to be paid by each Association member; provided, however, that such assessment may not be
levied more than once in any fiscal 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 majority vote and by signed order,
may levy an assessment to be paid by each Association member for the payment and discharge
of any judgment or decree rendered against the Association, provided, however, that no more
than an amount equal to the annual dues within each classification shall be levied as such
assessment during any fiscal year.

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

Section 4. Hardship: In cases of proven hardship, a member’s dues may be waived by a majority
vote of the Board of Directors.

Article V
CONDUCT OF MEMBERS DUES PROCESS

Section 1. Non-payment of dues: All members whose dues remain in arrears for more than thirty
(30) days following the beginning of the fiscal year can be expelled from the Association without
the necessity of further notice being given for such expulsion.

Section 2. Prohibited conduct: The following conduct is prohibited for members of the
Association.

(a) Failing to abide by the Code of Ethics established by GCSAA.

(b) Use of the Association for the purpose of promoting schemes, ideas or objects that are
detrimental to the Association or for the purpose of private or collective gains.

(c) Conduct unbecoming of a member or inimical to the Association.
Conduct that is prohibited shall be cause for disciplinary action or expulsion from the
Association in accordance with the procedures set forth in Section 3 of this Article.

Section 3. Power of Board of Directors to Discipline or Expel Members: A member may be
disciplined or expelled by a two-thirds (2/3) vote of the Board of Directors after compliance with
the due process procedures, specifically notice and hearing, and upon a showing of just cause.
The Board of Directors shall establish by standing rules, the procedure to be followed to ensure
protection of such members’ due process rights.

If you are an affiliate or corporate affiliate member, you must submit your sponsorship
commitment along with your appropriate dues amount and late fee to be reconsidered. Your
renewal processes is not complete until both your dues and sponsorship commitment have been
received and paid in full.

Section 4. Re-application of Membership: An expelled or suspended member may reapply for
membership no earlier than one (1) year after the date of such expulsion or suspension, in
accordance with the provisions of Article I. However, if expulsion or suspension was for
nonpayment of dues or assessments, the member may apply in less than one year if his new
application is accompanied by remittance of such dues and assessments as were due at time of
expulsion, plus a penalty (to be determined by the Board of Directors), in addition to any
amounts otherwise due with such application.

Section 5. Any member or applicant who is subject to disciplinary action or has been rejected for
membership shall have the right to notice and the opportunity to be heard. Upon written request
from the aggrieved party, the Board shall provide within 30 days, a written explanation of their
action and give notice of a hearing, which gives the aggrieved party an opportunity to be heard
with respect to the action taken. Said hearing shall not be held less than 14 days after notice
thereof and not more than 45 days after notice thereof. Notice to be in writing, delivered by
certified mail. No aggrieved party shall have the right to notice an opportunity to be heard unless
the aggrieved party gives notice of object to the Board within 45 days of receipt of the action to
be taken.

Article VI
VOTING-MEMBERSHIP

Section 1. Voting members may exercise their vote through 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 must be submitted on original, official proxy forms and may
be exercised on votes on amendments to Articles of Incorporation, Bylaws, elections of officers
and directors only.

Section 2. A majority of the voting members present shall constitute a quorum. The voting
members in attendance at the Annual Election Meeting will vote for the candidates for the office
of President, Vice President, Secretary/Treasurer and Directors.

Section 3. The Board of Directors shall have the power to establish standing rules governing
voting procedures at Association meetings.

Section 4. Election Committee: The President shall annually appoint a Nominating Committee
consisting of three (3) voting members of the Association who shall conduct the election
activities of the Association at the Annual Meeting under the direction of the Chairperson. In
addition to the Slate of Candidates recommended by the nominating committee, nominations will
be accepted from the floor. When nominations have been closed, the election shall proceed in
orderly fashion by ballot for all elected persons. However, if there is but one election of the
President and Vice President require a majority vote. Directors are elected by plurality vote. All
other issues shall be decided by majority vote.

Article VII
MEMBERSHIP MEETINGS

Section 1. The meetings of this organization shall be held monthly at the discretion of the Board
of Directors.

Section 2. The annual election meeting of the organization shall coincide with the beginning of
the fiscal year.

Section 3. All meetings of this organization shall be conducted in accordance with Roberts Rules
of Order, Revised.

Section 4. Special meetings of the members may be called by the President or Secretary or
written request of ten voting members in good standing.

Section 5. All meetings shall be conducted at such time of day, place or places as may be from
time to time designated by the President or a majority vote of the Board or membership at
previous respective meetings.

Section 6. All meetings, including any special meeting, shall be duly noticed. Duly noticed is
defined as:

A- Regular meetings are duly noticed if the time and date for the meeting is fixed at a duly
convened membership meeting. If not fixed at such a meeting the special meeting rules apply.

B- Special meetings are duly noticed if, at least 6 days before a special meeting all members ar
notice of the meeting in writing

Article VIII
DIRECTORS

Section 1. Number and Qualification. 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
directors at large. All officers and a majority of the entire Board of Directors shall be GCSAA
Class A or Class B members actively employed as golf course superintendents. The Board of
Directors of the Association shall at all times consist of at least four persons. The Board
members shall have the right to increase the size of the Board to nine persons by simple majority
vote, irrespective of any other Bylaw. All Directors must be of the age of majority. In order to
serve as president, a member must have served on the Board of Directors for a minimum of one
year. The Board of Directors shall consist of, at least, the President, Vice-president, Secretary-
Treasurer and the Immediate Past President. The president of the organization shall also serve as
the Chairman of the Board.

Two Affiliate Representatives shall be appointed to serve on the Board of Directors at one time
with alternating two-year terms. The Jr. Affiliate Representative will be selected at the Annual
Election Meeting by the Affiliate and/or Corporate Affiliates members. The newly appointed
affiliate representative becomes the Jr. Representative to being serving a two-year term on the
Board of Directors.

Section 2. Time and Manner of Election. The initial Board of Directors shall be elected at a
special organizational meeting called within 30 days of the acceptance of the Articles of
Incorporation by the Secretary of State of California. Directors thereafter, shall be elected at the annual membership
meeting. The election of any Director shall be by written ballot, an affirmative majority vote of
those qualified members at the annual meeting of the members if a quorum is present.

Section 3. Term of Office. Each officer elected shall hold office until their successor has been
duly elected and qualified or until their removal, resignation or death. Terms of office are one
year for President, Vice President, Secretary/Treasurer, and Immediate Past President. Board of
Directors terms are for 3 years. No officer may hold more than two consecutive terms of office.

Section 4. Duties and Powers. The Board of Directors shall have the sole and exclusive powers
to control and manage the affairs and business of the Association. The Directors shall have the
duty to act collectively as a Board when conducting the Association’s business. If a quorum is
present, a decision made by a majority of those Directors in attendance shall be deemed an act of
the full Board. The Directors may adopt rules and regulations governing the conduct of the
Association’s management to the degree they deem proper, except in the case which the putative
rule or regulation would be inconsistent with either law, the Articles of Incorporation or the
Bylaws of the Association.

Each Director shall exercise his/her duties and powers in good faith and in the best interests of
the Association, utilizing that degree of care and skills, which a prudent person would as a
fiduciary.

Section 5. Time and Place of Meetings. The meeting of the Board of Directors, for the purpose
of transacting all normal business, shall be held monthly, at the Association’s principal executive
office or other suitable place fixed by the Board in advance.

Special meetings of the Board of Directors may be called at any time in the discretion of the
President, the Secretary/Treasurer or the Vice-President of the Association. The special meeting
shall be held at the Association’s principal place of business or as is convenient for all the
Directors and Officers required to be in attendance.

Section 6. Notice of Meetings. Notice need not be given for any annual or regularly scheduled
meeting of the Association. Notice must be given for any special meeting.

The contents of notice of any special meeting shall; state the place, hour, and date of the meeting,
the general nature of the business to be transacted or the matter to be discussed; the name of the
person(s) who has requested the meeting; be in writing, unless given by telephone to the director
personally.

Notice of a meeting shall be delivered to each director in person, by telegraph or by telephone at
least 48 hours in advance. Notice may also be given at least seven (7) days in advance by first
class mail, postage prepaid.

No other business may be transacted at the special meeting except as contained in the notice.
A Director may waive notice by submitting an executed waiver of notice form at any time or by
mere attendance at the meeting. All waivers must be stored in the Association’s records and must
be evidenced in the minutes as well.

Section 7. Quorum, Adjournment, Telephone Conference. A majority of the authorized
Directors present at a lawfully convened meeting shall constitute a quorum for the transaction of
any and all business of the Association.

If the meeting is adjourned for a period of more than 24 hours, notice as described in Article
VIII, Section 6 must be given to directors not present at the adjourned meeting.

Directors may conduct a special meeting through the use of a telephone conference call as long
as each director may hear all other directors and respond simultaneously to any statement. Such
participation shall be deemed as presence at the meeting.

Section 8. Voting. Each Director shall be entitled to one vote with respect to each matter before
the Board. Affiliate Representatives, both Jr. and Sr. have voting privileges at Board Meetings or
other times requiring a vote to equal 1 vote total. If only one representative is present at the
Board of Directors meeting or available for business requiring a vote at the board level, the
representative in attendance will carry the entire vote for a total of one vote.

The officers of this Association as hereinabove provided for, together with the Directors as
constituted, shall constitute the Board of Directors of this Association. Each member of such
Board of Directors shall be entitled to vote at the meeting thereof and a quorum necessary for the
transaction of business shall not be less than the majority (2/3 of Board of Directors in
attendance) of said Board of Directors.

Section 9. Compensation. No Director shall receive any compensation for his/her services as a
director or for any other services performed on behalf of the Association except as allowed under
California Law and Chapter 42 of the Code.

Section 10. Vacancies. Any vacancy on the Board occurring because of death, resignation, and
removal or otherwise shall be filled promptly by calling, within 30 days, a special meeting to
elect a successor. A majority vote of the remaining directors shall be necessary to elect. The
successor shall hold office for the unexpired term of his/her predecessor and until the election
and qualification of his/her successor.

Section 11. Removal. Any director may be removed for any cause upon the affirmative vote of
two- thirds (2/3) off all authorized Directors.
Any director may be removed for cause by an affirmative vote of a simple majority of all
authorized directors. Cause is considered to be: conviction of a felony, adjudication of an
unsound mind, a breach of the duty of care imposed upon directors of California mutual benefit
nonprofit corporations.

Section 12. Resignation. A director may resign at any time, unless in the extremely rare
occurrence that they are the only remaining director. To be effective, the resignation shall be: in
writing, tendered in conjunction with other resignation, the effect of which would be to reduce
the membership of the Board to below four persons.

Section 13. Written Action. Any action required or permitted to be taken by the Board may be
taken without a meeting if all Directors consent in writing. The Secretary shall file the consents
with the minutes of Board meetings. The consents shall have the force and effect of a unanimous
vote of the Board taken at a lawfully convened meeting.

Section 14. Executive Committees. The Board of Directors may be resolution create one or more
executive committees and may delegate to such a committee any of the powers or duties
exercisable by the Board itself, EXCEPT; the power to adopt, amend or repeal a Bylaw; the
power to fill vacancies of the Board, executive committee or of an executive; the power to fix
compensation for any Officer, Director or Committee member; the power to appoint an executive
committee; the power to amend or repeal a resolution of the Board of Directors.

An executive committee shall consist of the President and at least two members of the Board.
The frequency and regularity of the committee’s meetings shall be determined at the time of this
creation.

Article VIII shall apply by analogy to all executive committee actions in regard to notice,
quorums and special meetings.

Article IX
OFFICERS

Section 1. Designation. The officers of the Association shall consist of President, Vice-President
and a Secretary/Treasurer. The Board, in its discretion, may create other positions as needed. The
same person may occupy multiple offices except President and Secretary/Treasurer.

Qualifications and Terms of Office. Only Class A and Class B members who are actively
employed as Golf Course Superintendents are eligible for election as Officers or Directors of this
association.

Officers or Directors ceasing active employment as Golf Course Superintendents may continue
service as Board of Directors or Officer at the discretion of a 2/3 vote by the Board of Directors
to remove or remain in such capacity until the next annual election meeting.

The officers of this Association as hereinabove provided for, together with the Directors as
constituted, shall constitute the Board of Directors of this Association. Each member of such
Board of Directors shall be entitled to vote at the meeting thereof and a quorum necessary for the
transaction of business shall not be less than the majority (2/3 of Board of Directors in
attendance) of said Board of Directors.

Section 2. Election. The officers of the Association shall be elected at the annual meeting by the
members as provided in Section Article VII, Section 2.

Section 3. Term of Office. Each officer elected shall hold office until his/her successor has been
duly elected and qualified or until his/her removal, resignation or death. Terms of office are one
year. No officer may hold more than two consecutive terms of office.

Section 4. Removal and Resignation. Any officer may be removed with or without cause by a
majority vote of the directors present at a lawfully constituted meeting, subject to any contractual
rights held by the officer removed.

Any officer may resign at any time by giving written notice thereof to any other member of the
Board. Unless otherwise specified, resignation is effective upon receipt of notice by the Board
member. Acceptance is not necessary to make the notice effective.

Section 5. Duties and Powers of Officers. The duties and powers of officers are as follows,
subject to amendment by a resolution of the Board of Directors:

President

The President shall preside at all meetings of the Board of Directors. At the annual meeting the
President shall present a report as to the status and condition of the Association affair.
The President shall appoint, discharge and fix the compensation of all employees and agents of
the Association other than the duly elected officers, subject to approval by the Board of
Directors.

The President shall sign and/or delegate to another board of director authority to execute all
contracts and agreements in the name of the Association.

The Immediate Past President of this Association shall serve in this capacity for the one year
following their term as president or until replaced by his successor.

The President shall cause all books, reports and statements of the Association to be properly kept
and filed as required by applicable law.

The President shall be an ex-officio member of all standing executive committees of the
Association, shall have the general power and duties of the Association, shall have the general
power and duties of management commonly vested in the office of president of a corporation,
and shall have such other powers and duties as may be given by the Bylaws or delegated by the
Board of Directors which is not inconsistent with the laws of the State of California, the Articles
of Incorporation or Chapter 42 of the Code.

The President shall enforce the Bylaws and shall perform all the duties of management vested in
and incident thereto that office which are granted by or required by law.

The President shall supervise, direct, and control the business and affairs of the Association in
his/her capacity as the chief executive officer of the Association.

Vice-President

The Vice-President(s), in order of seniority, shall assume and perform the duties of the President
in the absence or disability of the President, or whenever the office is vacant. When the Vice President so acts, he/she shall have all the powers and duties of the office of the President.

The Vice-President shall perform such other duties and shall have such other powers as the
Board of Directors or the President shall authorize.

Secretary/Treasurer

The Secretary/Treasurer shall have the care and custody of all the records of the Association, and
shall see to it that the books, reports, statements, certificates and all other documents and records
required by law are properly kept and filed. The Secretary/Treasurer shall record the minutes of
the meeting of the Association and shall make provision for the permanent keeping of the
minutes in a minute book.

The Secretary/Treasurer shall attend to the giving of notice of all meetings of the Board of
Directors and executive committees in accordance with the Bylaws or as required by law.
The Secretary/Treasurer shall keep at the principal executive office a register containing the
names of all persons who are officers, directors or ‘disqualified persons’ under Chapter 42 of the
Code as well as their addresses.

The Secretary/Treasurer shall keep all Association records available for inspection by anyone
who is lawfully entitled to such inspection and who has a proper purpose.
The Secretary-Treasurer shall attest to signing of all instruments to be signed and filed with the
Secretary of State.

The Secretary/Treasurer shall have the care and custody of the Association’s seal and shall affix
it in all appropriate cases to the Association’s instruments.

The Secretary-Treasurer shall attend to all correspondence and shall present to the Board of
Directors all official communications to the Association received by the Secretary/Treasurer.
The Secretary/Treasurer when requested by a director or an officer or when required by law shall
certify as a true copy: a copy of the Bylaws, a copy of the minutes of any Association meeting or
a copy of a duly adopted resolution of the Board of Directors.

The Secretary/Treasurer shall have the care of, the custody of and the responsibility for the
Association’s fund and securities. The Secretary/Treasurer shall receive and deposit all such
Association funds in such banks, trust companies, safe deposit companies or other depositories
as the President or the Board of Directors may designate and shall give a receipt for all funds due
and payable to the Corporation.

The Secretary/Treasurer shall make, sign and endorse in the name of the Association, all checks,
drafts, notes and other orders for payment and shall pay out and disburse such sums under the
direction of the President or the Board of Directors.

The Secretary/Treasurer shall keep at the principal executive office of the Association accurate
books of account of all foundation business and transaction. The Secretary/Treasurer shall
exhibit said books of account to any director or the President upon request.

The Secretary/Treasurer shall render a report as to the Association’s finances at each regular
meeting of the Board of Directors and upon request by the Board for any special purpose.
The Secretary/Treasurer shall perform all the duties commonly performed and incident thereto
the office of a secretary or treasurer of a corporation.

Section 6. Vacancy. The Board as soon as practicable shall fill any vacancy in any office.

Section 7. Compensation. Officers shall not be entitled to receive compensation.

Article X
MISCELLANEOUS

Section 1. Amendment of the Bylaws: These Bylaws may be repealed or amended, or new
Bylaws may be adopted at any meeting, regular or special, of the membership by a majority vote
of the members present, provided notice of such change has been given at a previous meeting of
the organization or by a two-thirds vote without previous notice, provided that at least ten (10)
percent of the total voting membership is present at the meeting. The President shall appoint a
committee to annually review the Bylaws for revisions and updating. The President and
committee will compile all changes for presentation to membership as needed for changing and
updating of San Diego GCSA bylaws.

Section 2. Dual Membership Requirement
All Class A and Class B membership applicants must submit an application for membership or
evidence of membership with the Golf Course Superintendents Association of America
(GCSAA) and must maintain that membership thereafter.

Section 3. Membership shall in no instance be transferable.

Article XI
ASSOCIATION CONTRACTS AND INTRUMENTS

Section 1. Execution. All bills, notes, contracts, checks, drafts, deeds, deeds of trust, mortgages
and any other instruments pertaining to the Association shall be made in the name of the
Association and shall be executed as authorized by the Board of Directors or the Bylaws.

Section 2. Limitations on the Authority to Bind the Association. Except as otherwise
provided in the Bylaws, any agent or officer of the Association may be authorized to bind,
execute or deliver any obligation which is the name of the Association on behalf of the
Association, only if, the authorization is made by a duly enacted resolution of the Board of
Directors and entered into the minute book of the Association. Unless so authorized, no agent or
officer shall have the authority to so bind or represent the Association.

Article XII
INDEMNIFICATION

The San Diego Golf Course Superintendents Association shall indemnify any and all persons
who may serve or have served at any time as officers or directors and their respective heirs, paid
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 commences),
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 the, 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 negligence or misconduct in the performance of his or her duties. 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

This association shall use its funds only to accomplish the objectives and purposes specified in
these by-laws, and no part of said funds shall inure, or be distributed, to the members of this
Association. On dissolution of this Association, any funds remaining shall be distributed to one
or more regularly organized and qualified charitable, educational, scientific, or philanthropic
organizations by the then current Board of Directors.