Turfgrass Producers International
2 East Main Street, East Dundee, IL 60118 U.S.A.
TPI Mission Statement
To represent and advance the turfgrass sod industry worldwide through the promotion of improved practices and the professional development of members and the enhancement of the environment.
TPI Code of Ethics
TO continually strive toward the betterment of our environment through the production of quality sod.
TO place the interests, concerns, and needs of our customers above our own.
TO avoid and condemn any practice which might bring discredit to our industry.
TO advance our industry through improving our qualifications, encouraging research and exchanging information and experiences.
TO observe the Bylaws of the Association and to give ourselves freely for the advancement of its objectives.
NAME AND OFFICES
SECTION 1. NAME. The name of this Association shall be the Turfgrass Producers International (abbreviated TPI), hereinafter referred to as the “Association.”
SECTION 2. OFFICES. The principle office of the Association shall be at such place as the Trustees may from time to time direct.
PURPOSES AND OBJECTS
The Association shall be organized as a not-for-profit corporation. No part of the income or receipts of the Association shall inure to the benefit of any member of the Association.
SECTION 1. THE PURPOSES. The purpose of this Association is to maintain a trade association of individuals and firms engaged in the business of planting, growing and marketing sod.
SECTION 2. THE OBJECTS. The objects of the Association shall be as follows:
SECTION 1. CLASSES OF MEMBERS. The Association shall have six classes of membership.
SECTION 2. ELECTION TO MEMBERSHIP. Application for any class of membership shall be made in such form as may be determined by the Board of Trustees. Upon a majority vote of the Board, the applicant shall become a member upon payment of dues as hereinafter provided.
SECTION 3. DUES. The annual dues for each membership classification of the Association shall be as determined by the Board of Trustees.
SECTION 4. VOTING. Each Class A and Class B member in good standing shall be entitled to one vote in person or by proxy.
SECTION 5. TERMINATION OF MEMBERSHIP. Any member may be expelled from the Association for cause upon vote of at least two-thirds of the members of the Board of Trustees. Notice in writing of the contemplated action shall be given to the member to be expelled at least seven days prior to the meeting held for such action and the member may respond in person at the meeting and/or in writing prior to the meeting. All rights, privileges, and interests of a member in or to the Association shall cease on termination of membership.
SECTION 6. SUSPENSION FOR DELINQUENCY. Dues shall become delinquent upon the first day of July of each year and any member who shall fail to pay dues within thirty days thereafter, shall be automatically suspended from the Association.
SECTION 7. REINSTATEMENT. Any member suspended from the Association may be reinstated by the Board upon such terms and conditions as the Board prescribes.
MEETINGS OF MEMBERS
SECTION 1. ANNUAL MEETING. The annual meeting of the members shall be held at such time and place as may be fixed by the Board of Trustees. If the election of Trustees and Officers shall not be held at the time designated herein for any annual meeting herein or upon any adjournment thereof, the Board of Trustees shall cause the election to be held at a meeting of the members as soon thereafter as conveniently may be.
SECTION 2. SPECIAL MEETINGS. Special Meetings of the members may be called by the president of the Association, by the Board of Trustees or by one-fifth of the members.
SECTION 3. PLACE. All meetings of the members shall be held at such place as the Trustees may direct.
SECTION 4. NOTICE. Written or printed notices stating the place, day and hour of the meeting and, in the case of special meetings, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than forty (40) days before the date of the meeting and, in the case of special meetings, not less than twenty (20) nor more than forty (40) days before the date of the meeting, either by mail or by electronic communication.
SECTION 5. QUORUM. A majority of the Class A and Class B members, whether present in person or by proxy, shall constitute a quorum for such a meeting.
SECTION 6. MANNER OF ACTING. The act of the majority of the members present at a meeting at which quorum is present shall be necessary for the adoption of any matter voted upon by the members, except as otherwise provided.
SECTION 7. PROXIES. At all meetings of members, a member may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary-treasurer of the Association before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution.
SECTION 8. VOTING BY BALLOT. Voting on any question or in any election shall be via voice unless the presiding officer shall order or any member shall demand that voting be by ballot.
BOARD OF TRUSTEES
SECTION 1. BOARD. The Board of Trustees shall consist of five to seven trustees, plus the four officers serving as ex-officio members. The number of trustees within this range shall be determined from time to time by the Board of Trustees, which shall notify the Nominating Committee of the change prior to the next nomination and election cycle.
SECTION 2. NOMINATING COMMITTEE AND NOMINATIONS FROM THE FLOOR. The Nominating Committee shall be appointed by the president at least one month prior to the annual meeting and shall consist of: the immediate past president, his predecessor, the vice-president, one Class A or Class B member at-large and one Class A or Class B member at-large recommended by the TPI Past Presidents Council. The member at-large appointments by both the President and the Past Presidents Council must be from the general membership and must not be a past or present board member and shall not be a current nominee candidate. The Nominating Committee shall present to the membership at the annual meeting a slate of candidates for vacancies on the Board of Trustees plus nominees for the secretary-treasurer and vice president, and shall place these names in nomination. The Nominating Committee shall give consideration to placing in nomination as trustees individuals representing a cross-section of the membership on a regional basis, in so far as possible. The membership shall have the right to make additional nominations from the floor.
SECTION 3. NUMBER, ELIGIBILITY, ELECTION, TERM OF OFFICE. There shall be a total of nine to eleven trustees serving on the Board of Trustees, including the four officers serving as ex-officio members. The trustees shall be Class A or Class B Association members and shall be elected by the members of the Association for a term of three years. Should an officer be elected from the then existing members of the Board of Trustees, the vacancy shall be filled in ARTICLE V. SECTION 5. Representation on the Board of Trustees, including the officers, by a member firm shall be limited to one from any single member firm.
SECTION 4. VACANCIES. A trustee appointed to fill a vacancy shall be appointed for the unexpired term of his predecessor in office. The appointment shall be made by the president from a list submitted by the Nominating Committee at the first Board meeting succeeding the occurrence of the vacancy. Such appointment shall be subject to the approval of the Board of Trustees.
SECTION 5. NOTICE. Notice of any special meeting shall be given at least seven days previously thereto by written notice delivered by mail or electronic communication to each trustee at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. If notice be given by electronic communication, such notice shall be deemed to be delivered when the notice is either emailed of faxed to the correct address or number provided by the trustee to the Association. Any trustee may waive notice of any meeting. The attendance of a trustee at any meeting shall constitute a waiver of notice of such meeting, except where a trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Trustees need be specified in the notice or wavier of notice of such a meeting.
SECTION 6. MEETINGS. Except that the Board of Trustees shall have a regular meeting at the time and place of the annual meeting of the members, the Board shall meet upon call of the president and at such times and places as he may designate and shall be called to meet upon demand of a majority of its members.
SECTION 7. QUORUM. A majority of the whole Board of Trustees shall constitute a quorum for transaction of business at any meeting of the Board of Trustees, provided that if less than a majority of the trustees are present at said meeting, a majority of the Trustees present may adjourn the meeting from time to time without further notice.
SECTION 8. MANNER OF ACTING. The act of the majority of trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees; provided, however, that the Board of Trustees may also meet and act through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other and may also act without a meeting if a consent in writing, setting forth the action so taken, is signed by all of trustees entitled to vote with respect to the subject matter thereof.
SECTION 9. REMOVAL OF TRUSTEES. Any trustee may be removed by a two-thirds vote of the voting members present and voted, either in person or by proxy, at any regular or special meeting of the members at which a quorum is present, provided that the written notice of such meeting shall be delivered not less than 20 nor more than 40 days before the date of the meeting and state that a purpose of the meeting is to vote upon the removal of one or more trustees named in the notice.
SECTION 1. OFFICERS OF THE ASSOCIATION. The officers of the Association shall consist of the president, vice-president (who shall be president-elect), a secretary-treasurer and the immediate past president.
SECTION 2. EXECUTIVE COMMITTEE. The Association’s president, vice-president, secretary-treasurer and the immediate past president shall compose an Executive Committee. The Executive Committee shall meet at the call of the president and shall be entitled to take such actions not specifically reserved to the Board of Trustees or the membership regarding the management of the Association as they deem appropriate, subject, however, to the ultimate authority of the Board of Trustees to effect any change in such actions that the Board of Trustees may deem necessary. Three (3) members of the Executive Committee shall constitute a quorum and all actions of the Executive Committee shall be by majority vote of the members of such Executive Committee present and voting.
SECTION 3. ELECTION AND TERM OF OFFICE. The officers of the Association shall be Class A or Class B Association members and shall be elected to a one-year term by the membership at each annual meeting. Vacancies may be filled at any meeting of the Board of Trustees. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.
SECTION 4. REMOVAL. Any officer elected by the members may be removed by a two-thirds vote of the members whenever in their judgment the best interests of the Association would be served thereby. Any officer elected or appointed by the Board of Trustees may be removed by a two-thirds vote of the Board of Trustees whenever in its judgment the best interests of the Association would be served thereby.
SECTION 5. VACANCIES. Vacancies in any office because of death, resignation, removal, disqualification, etc. may be filled by the Board of Trustees for the unexpired portion of the term.
SECTION 6. PRESIDENT. The president shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Trustees from time to time.
SECTION 7. VICE-PRESIDENT. In the absence of the president or in the event of his 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 as from time to time may be assigned to him by the president or Board of Trustees.
SECTION 8. SECRETARY-TREASURER. The secretary-treasurer shall perform or be responsible for the performance of all the duties incident to the office of secretary-treasurer and such other duties as from time to time may be assigned to him by the president or Board of Trustees including:
SECTION 1. EMPLOYMENT. There shall be an Executive Director whose employment shall be at the pleasure of the Board of Trustees.
SECTION 2. DUTIES. The Executive Director shall manage, supervise and direct the operations of the Association within the authority of the Board of Trustees and shall be an ex-officio member of the Board of Trustees without a vote.
TASK FORCES, WORKING GROUPS AND COUNCILS
SECTION 1. The Board of Trustees, at its sole discretion, may create organizational sub-groups known as Task Forces, Working Groups and Councils as a means of obtaining widespread input and recommendations from the entire membership.
SECTION 2. APPOINTMENTS. The President shall appoint the Chairmen of all sub-groups and may appoint any special sub-groups he deems necessary to carry on the work of the Association.
SECTION 1. FISCAL YEAR. The fiscal year of the Association shall begin on the first day of June in each year and end on the last day of May in each year.
SECTION 2. CONTRACTS. The Board of Trustees may authorize any officer or officers, its executive director, an agent, or agents to enter into any contracts or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
SECTION 3. LOANS. No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Trustees. Such authority may be general or confined to specific instances.
SECTION 4. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer or officers, the executive director, an agent or agents of the Association and in such manner as shall from time to time be determined by a resolution of the Board of Trustees.
SECTION 5. DEPOSITS. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Trustees may select.
SECTION 6. DIVIDENDS AND SALARIES. No dividends shall be paid and no part of the income of the Association shall be distributed to its members, trustees, or officers, provided, however, that the Association may pay compensation in a reasonable amount to members, officers, or trustees for services rendered.
SECTION 7. AUDIT AND FINANCIAL STATEMENT. The Board of Trustees shall annually cause the books and accounts of the Association to be audited by an independent certified public accountant and shall submit a financial statement to the members not later than ninety (90) days after the close of the fiscal year.
SECTION 8. BONDING. At the direction of the Board of Trustees, any officer or employee of the Association shall furnish at the expense of the Association a fidelity bond in such a sum, as the Board shall prescribe.
WAIVER OF NOTICE
When any notice whatsoever is required to be given by the provisions of these bylaws or under the provisions of the articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
The Association shall indemnify and hold harmless each person who has, is now, or shall hereafter serve as an officer of the Association, as a member of the Board of Trustees, or any other authorized committee of the Association, or as an employee of the Association, or any person who renders services as a result of having been retained or employed by the Board of Trustees for such purposes, from and against any and all claims and liability, whether the same are settled or proceed to judgment, to which such person shall have become subject by reason of such person having acted in the capacity or capacities heretofore enumerated, or by reason of any action alleged to have been heretofore or hereafter taken or omitted by such person in such capacity, and shall reimburse (to the extent not otherwise reimbursed) each such person for all legal and other expenses, including the cost of settlement, reasonably incurred by such person in connection with any such claim, liability, suit, action or proceeding; provided, however, that no such person shall be indemnified against, or be reimbursed for, any claims, or threat or prospect thereof, based upon or arising out of such person’s own willful misconduct, in the performance of duties. The rights accruing to any person under the provisions of this section shall not exclude any other right to which such person may be lawfully entitled, nor shall any thing herein contained restrict the right of the Association to indemnify or reimburse such person in any case even though not specifically herein provided for.
SECTION 1. ANNUAL MEETING. The bylaws may be amended at any annual meeting but no amendment shall be voted upon and adopted unless such amendment has been sent to each voting member at least thirty days prior to the annual meeting and received the affirmative vote of the two-thirds of the voting members present and voting.
SECTION 2. BETWEEN ANNUAL MEETINGS. In the absence of or between annual meetings, amendments to the bylaws may be submitted to the membership by a mail ballot conducted by the Board of Trustees provided further that a period of at least 30 days shall be given between the date the ballots are mailed and a date fixed for the close of voting thereon. To be adopted, each such amendment shall have received the affirmative vote of two-thirds of the voting members voting by mail.
SECTION 3. BY WRITTEN PETITION. Amendments to the bylaws may be proposed by written petition signed by at least twenty percent (20%) of the then total voting membership and delivered to the Board of Trustees not less that forty-five days prior to the date of any annual meeting so that notice thereof may be sent to each voting member at least thirty days prior to the annual meeting.
All meetings and other actions of the Association, its Board of Trustees, and committees, task forces, working groups and councils shall be governed by these bylaws. In matters of parliamentary procedure, decisions shall be made in accordance with the latest edition of Robert’s Rules of Order, insofar as such rules are not in conflict with the articles of incorporation and bylaws of the Association.
On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Trustees.