In 2018, at the Chapter Leaders / Executive Symposium, the GCSAA gave a presentation that covered the importance of reviewing Chapter Bylaws and Articles of Incorporation from time to time to ensure that the language is compliant with current state laws and regulations that govern non-profit associations. This discussion was brought back to the OGCSA Board of Directors and a Bylaw task group was created to perform this comprehensive review. In the initial review the task group concluded that the Articles of Incorporation were outdated. The current Articles of Incorporation on file with the state were filed in 1970 and reference in detail the Bylaws of the OGCSA at that time. It was also concluded that the current Bylaws have some items that also needed to be addressed.

The Board of Directors has retained an attorney, C. Atha Mansoory with Osage Legal & Consulting, to assist with this complete and thorough review of the Articles of Incorporation and Bylaws. With the direction of the OGCSA Board of Directors, Mansoory has reviewed both documents and has made recommendations that clean up any inconsistencies, errors or discrepancies and ensures complete compliance with state laws and regulations governing the OGCSA.

The following is a summary of the proposed updates and amendments:

1.            Articles of Incorporation are updated with simplified language that refer to current OGCSA Bylaws. Update of language required by the State of Oregon to be compliant with Oregon nonprofit corporation laws.

2.            Bylaws:

• Clean up all references to the association to be: Oregon Golf Course Superintendents Association (“OGCSA”) vs. “Association” or “O.G.C.S.A”
• Remove the Mission Statement
• Change the language referring to “Standing Rules” to refer to “OGCSA Standard Operating Procedure Manual”
• Update language in Membership pertaining to Termination, Expulsion, Suspension to include ORS 65.167 procedural requirements
• Change the language pertaining to attire at OGCSA meetings to “Business attire” from “A coat and Tie”
• Update Articles pertaining to Officers and Directors to clearly define: powers, qualifications, number, elections and term, vacancies and meetings. Language added to reflect GCSAA Bylaws to address Officers and Directors ceasing active employment as a golf course superintendents may serve on the Board for up to six months after cessation of employment.
• Reduce the Board of Directors by eliminating one(1) director position by combining the Secretary/Treasurer position. The Secretary/Treasurer position will be elected by the voting members at the Annual Meeting. Currently the Secretary and Treasurer positions are appointed by the Board after the Annual Meeting.
• Remove language requiring the Immediate Past President to retire should the current President serve for a second year. New language will allow the Immediate Past President to retain their Board seat for another year; otherwise, the seat should be left vacant until the next retiring President can fill the seat.
• Clarify language pertaining to Executive Director engaged by the Board to work in cooperation with the Secretary/Treasurer to be the custodian of OGCSA documents and accounts.

Detailed proposed updates and amendments of Article of Incorporation and Bylaws can be viewed below.

You may request a paper copy be mailed to you by email at ogcsa@ogcsa.org

Per requirement of the bylaws, this serves as 30-day notice that these proposed Articles of Incorporation updates and Bylaws amendments will be voted on at the OGCSA Annual Meeting which will be held at Willamette Valley Country Club on May 16, 2019.  OGCSA members in good-standing with a classification of A, B, C, AA Life, and Affiliate in attendance at the Annual Meeting will be eligible to vote.

We hope you will join us for OGCSA Annual Meeting, May 16, and we appreciate your participation in the bylaws amendment process.

Sincerely,

OGCSA 2018-2019 Board of Directors