BYLAWS OF THE
IOWA TURFGRASS INSTITUTE
ARTICLE I - Offices
The principal office of the Iowa Turfgrass Institute, hereinafter referred to as the Institute in the State of Iowa shall be located at the Iowa Turfgrass Office located at 1605 North Ankeny Blvd., Ankeny, Iowa. The registered agent at said address is the current Executive Director.
The Institute may have such other offices, either within or without the State of Iowa as the Board of Trustees may designate or as the business of the Institute may require from time to time. The registered office of the Institute required by the Iowa Nonprofit Corporation Act to be maintained in the State of Iowa, may be, but need not be, identical with the principal office in the State of Iowa, and the address of the registered office may be changed from time to time by the Board of Trustees.
ARTICLE II - Board of Trustees
Section 1. General Powers.
The business and affairs of the Institute shall be governed by its Board of Trustees.
Section 2. Number, Tenure, and Qualifications.
The number of Trustees of the Institute shall be no more than thirteen (13).
Each Trustee shall hold an office until the next annual meeting of the Board of Trustees and until his or her successor shall have been elected and shall qualify, or until death or resignation from office. A Trustee may resign at any time by filing a written resignation with the Secretary-Treasurer of the Institute.
Formally organized turfgrass and related associations shall be encouraged to submit a name or names of the Board of Trustees for consideration when a vacancy occurs. Other individuals with interest in being a Trustee shall submit in writing, to the Secretary-Treasurer, stating such interest, as well as reasons and qualifications for serving. Said communication shall be in the office of the Secretary-Treasurer of the Institute at least thirty (30) days prior to the annual meeting of the Board of Trustees.
Section 3. Board of Trustees Membership.
The Board of Trustees shall be selected so as to represent as many segments of the turfgrass industry fields as feasible; more specifically:
Golf Courses - not more than 2
Commercial (primarily distribution) - not more than 2
Lawn & Landscape Services - not more than 2
Sports Turf Managers - not more than 2
Iowa State University Turfgrass Faculty - not more than 2
Turfgrass Sod Growers & Contractors - not more than 1
Iowa Parks & Recreation - not more than 1
At-Large - not more than 1
Section 4. Term of Office.
All members are for terms of three (3) years. Selection of members to positions shall be staggered - no more than one-third (1/3) in any one year. A Board member may serve successive terms if elected.
Section 5. Selection.
President shall appoint a nominating committee of at least three (3) members including one board member from each allied association that is not up for reelection. Announcement of which shall be at least ninety (90) days prior to the Annual Meeting. The nominating committee shall submit a list of nominees to the ITI Board of Trustees at least thirty (30) days in advance of the Annual Meeting. The duty of the nominating committee shall be to nominate eligible candidates for such elective offices as there are to fill for the ensuing year. The Nominating Committee is charged with placing in nomination one person for each trustee whose term is expiring in the current year.
The following sections of the Bylaws should be followed by the Nominating Committee for this selection process: Sections 2, 3 and 4.
Vacancies on the Board occurring between annual meetings shall be filled by the Board of Trustees to be effective until close of next annual meeting.
Section 6. Regular Meetings.
Annually at time of Iowa Turfgrass Conference at a time and place determined by Board of Trustees. By written resolutions, Board will set time and place of other meetings.
Section 7. Special Meetings.
Called by President or by one-third (1/3) of the Board members by written request to Secretary-Treasurer. Person authorized to call such special meetings shall fix time and place.
Section 8. Notice.
Notice of special meeting shall be given at least five (5) days prior and of regular meetings at least ten (10) days prior by written notice. Not necessary to state business to be to be transacted at, nor purpose of, any regular or special meeting in the meeting notice.
Section 9. Quorum.
A simple majority of the Board of Trustees in office shall constitute a quorum for transaction of business, but a
majority of those present (though less than a quorum) can adjourn the meeting.
Section 10. Manner of Acting.
The act of a majority of the trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees.
Section 11. Presumption of Assent.
A Trustee of the Institute who is present at a meeting of the Board of Trustees or a committee thereof at which action on any Institute matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such d ssent by registered certified mail to the secretary of the Institute immediately after the adjournment of the meeting. Such right to dissent shall not apply to a trustee who voted in favor of such action.
Section 12. Committees.
The Board of Trustees by resolution may designate one or more committees, including an executive committee, each committee to consist of two or more trustees, which to the extent provided in said resolution as initially adopted and as thereafter supplemented or amended by further resolution adopted by a like vote, shall have and may exercise, for a stated period, the powers specified in such resolution. Except for the executive committee, all members of committees shall be appointed by the President of the Board of Trustees. The executive committee shall be comprised of the officers of the Institute.
Section 13. Informal Action Without Meeting.
Any action required or permitted by the articles of incorporation or the bylaws or any provision of law to be taken by the Board of Trustees at a meeting or by resolution may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of the Trustees then in office.
Section 14. Indemnification.
The Institute shall indemnify any and all of its trustees, officers or former trustees or former officers against expenses incurred by them in connection with the defense of any action, suit or proceeding, civil or criminal, in which he or she is made a party by reason of being or having been such trustee of officer, except in relation to matters as to which he or she shall be adjudged in such action, suit or preceding, to be liable for negligence or misconduct in the performance of duty. The institute may also reimburse to any trustee or officer the reasonable costs of settlement of any action, suit, or proceeding, if it shall be found by a majority of a committee composed of the trustees not involved in the matter in controversy (whether or not a quorum) provided there is one or more trustees, that it was in the best interest of the Institute that the settlement be made and that the trustee or officer was not guilty of negligence or misconduct.
Section 15. Liability Insurance.
The Board of Trustees, may by action taken at any regular or special meeting, enter into agreements with insurance companies for such liability insurance coverage, including coverage for personal injury, property damage and other liability, as the Board shall from time to time approve.
ARTICLE III - Officers
Section 1. Number.
The principal officers of the Institute shall be a president, vice president, and a secretary-treasurer, each of whom shall be elected by and from the Board of Trustees. Such other executives as may be deemed necessary may be elected by and from the Board of Trustees.
Section 2. Election and Term of Office.
The officers of the Institute shall be elected annually by the Board of Trustees at the annual meeting of the Board of Trustees. If the election of officers shall not be held at such meeting, such election shall be held as soon as thereafter as conveniently may be. Each officer shall hold office until his or her successor shall have been duly elected and qualified or until his or her death or until resignation.
Section 3. Removal.
Any officer, agent or executive elected or appointed by the Board of Trustees may be removed by a two-thirds (2/3) vote of the Board of Trustees whenever in its judgement the best interests of the Institute would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by appointment by the Board of Trustees for the unexpired portion of the term.
Section 5. President.
The president shall, in general, supervise and control all of the business and affairs of the Institute. The president shall, when present, preside at all meetings of the Board of Trustees.
The president shall have authority, subject to Article IV hereof, to sign, execute, and acknowledge, on behalf of the Institute, reports and all other documents or instruments necessary or proper to be executed in the course of the Institute's regular business, or which shall be authorized by resolution of the Board of Trustees; and except as otherwise provided by law or the Board of Trustees, the president may authorize the vice-president or other officer of the Institute to sign, execute and acknowledge such documents or instruments in his or her place. In general the president shall perform all duties as may be prescribed by the Board of Trustees from time to time.
Section 6. Vice-President's Duties.
In the absence of the president or in the event of the president's death, inability or refusal to act, the vice-president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-president shall perform such other duties and have such authority as from time to time may be assigned by the president or by the Board of Trustees.
Section 7. Secretary-Treasurer's Duties.
The secretary-treasurer shall oversee and approve all financial functions of the Institute, along with the Executive Director. The secretary-treasurer will co-sign, with the Executive Director, all checks written by the Institute. A third signer will also be designated by the Board of Trustees, where in the absence of the secretary-treasurer, financial functions will continue. In general, perform all the duties incident to the offices of the secretary and treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned by the president or by the Board of Trustees.
ARTICLE IV -Purchases, Contracts, Loans, Checks, Deposits
Section 1. Contracts.
The secretary-treasurer shall have authority to enter into written or oral contracts for the purchase of goods and services on behalf of the Institute in an amount not to exceed budgeted items. Approval by the board of Trustees of plans for regular Institute operations shall be sufficient for expenditures reasonably related thereto without further authorization or approval. Additional grants and expenditures must be authorized by the Board of Trustees.
Section 2. Negotiable Instruments.
The secretary-treasurer shall co-sign all checks, drafts, notes, bonds and orders for payment of money of the Institute, along with the Executive Director. In the event of an emergency requiring the expenditure of funds, and in the absence of the secretary-treasurer, a third signer will be designated by the Board of Trustees, to co-sign drafts, notes, bonds and orders for payment of money of the Institute, with prompt reporting of such acts to the secretary-treasurer and one or more members of the Executive Committee.
Section 3. Loans.
No loans shall be contracted on behalf of the Institute and no evidences of indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Trustees.
Section 4. Deposits.
All funds of the Institute not otherwise employed shall be deposited from time to time to the credit of the Institute in such banks, trust companies or other depositories as may be selected by or under the authority of the Board of Trustees.
Section 5. Bonding.
A fidelity bond shall be provided by the Institute for the officer or officers handling the moneys of the Institute, the amount determined by resolution of the Board of Trustees.
ARTICLE V - Fiscal Year
The fiscal year of the corporation shall begin on April 1 and end on March 31 each year.
ARTICLE VI - Amendments
These bylaws may be altered, amended, or repealed and new bylaws may be adopted by the Board of Trustees of the Institute at any regular or special meeting, providing such proposed changes or additions are mailed by ordinary mail at least thirty (30) days in advance of the meeting to the last known address of each member of the Board of Trustees.
Article VII - Research
SECTION 1: Purpose
One major commitment of the Institute shall be the support of turfgrass and associated research work at Iowa universities and colleges supporting turfgrass programs.
SECTION 2: Funding
Example areas of funding by the Institute include, but are not limited to, research projects on turfgrass management, pest control, soils, and alternatives to conventional pest management. Outreach related activity leading to the dissemination of information on turfgrasses which benefits all users of such turfgrasses can also be considered areas for funding. The decision to fund, and the level of funding for grants, will be made by the Iowa Turfgrass Institute Board of Directors at the annual April business meeting. The Board will follow a policy that ITI will not fund indirect costs incurred with grant proposals.
SECTION 3: Reporting
A progress or final report is to be submitted to the Iowa Turfgrass Institute by March 31 of the year following grant award. Submission can be in the form of final research reports, research updates, or a report on the usage of awarded funds