GOLF COURSE SUPERINTENDENTS ASSOCIATION OF NORTHERN CALIFORNIA
Table of Contents
Code of Ethics
APPLICATION FOR MEMBERSHIP
RECLASSIFICATION OF MEMBERSHIP
APPROVAL OR REJECTION OF APPLICATION
ARTICLE III Section 1. ANNUAL DUES
ARTICLE III Section 2. ASSESSMENTS
ARTICLE III Section 3. EXTENSION OF TIME FOR PAYMENT
ARTICLE III Section 4. HARDSHIP
ARTICLE III Section 5. MEMBERSHIP CARDS
ARTICLE IV Section 1. NONPAYMENT OF DUES OR ASSESSMENTS
ARTICLE IV Section 2. PROHIBITED CONDUCT
ARTICLE IV Section 3. PROCEDURE FOR DISCIPLINING OR EXPELLING A MEMBER
ARTICLE IV Section 4. REAPPLICATION FOR MEMBERSHIP
ARTICLE V Section 1. THE BOARD OF DIRECTORS
ARTICLE V Section 2. VACANCIES
ARTICLE V Section 3. DUTIES AND POWERS OF THE BOARD OF DIRECTORS
ARTICLE V Section 4. DUTIES OF THE PRESIDENT
ARTICLE V Section 5. DUTIES OF VICE-PRESIDENT
ARTICLE V Section 6. DUTIES OF THE SECRETARY-TREASURER
ARTICLE V Section 7. DUTIES OF PAST PRESIDENT
ARTICLE V Section 8. ELECTION OF OFFICERS
ARTICLE V Section 9. PROXIES
ARTICLE VI Section 1. BOARD OF DIRECTORS
ARTICLE VI Section 2. MEMBERS
ARTICLE VII Section 1. APPOINTMENTS
ARTICLE VII Section 2. AUDITING COMMITTEE
ARTICLE VII Section 3. MEMBERSHIP COMMITTEE
ARTICLE VII Section 4. PROGRAM COMMITTEE
ARTICLE VII Section 5. NOMINATING COMMITTEE
ARTICLE VII Section 6. ELECTION COMMITTEE
ARTICLE VII Section 7. TOURNAMENT COMMITTEE
ARTICLE VII Section 8. EDUCATION COMMITTEE
ARTICLE VII Section 9. SCHOLARSHIP & RESEARCH COMMITTEE
ARTICLE VII Section 10. BYLAW COMMITTEE
ARTICLE VII Section 11. PUBLIC RELATIONS AND AWARDS COMMITTEE
ARTICLE VII Section 12. PUBLICATIONS COMMITTEE
ARTICLE VII Section 13. OTHER COMMITTEES
ARTICLE VII Section 14. LIMITATION OF POWER
ARTICLE VIII Section 1. AMENDMENT OF CONSTITUTION AND BYLAWS
ARTICLE IX INDEMNIFICATION
ARTICLE X DISSOLUTION
CODE OF ETHICS
This Code is established to promote and maintain the highest professional standards of service and conduct among the Membership of the Golf Course Superintendents Association of Northern California (GCSANC).
As a Member of the GCSANC, I accept and fully agree to abide by this Code and pledge myself to:
1. Recognize and discharge all my responsibilities and duties in such a fashion as to be a credit to this Association and profession.
2. Act and speak in a manner, which will not cause discredit to our profession or Association
3. Make my presence known to the home Superintendent when visiting a club and to not abuse the privilege of playing golf at any members club by bringing uninvited guests.
4. Refrain from expressing opinions to, or visiting with, golf club officials or members in regard to maintenance practices without the express permission and knowledge of the Superintendent of the club in question, whether or not a member of the Association.
5. Refrain from applying for a position without the definite knowledge of its vacancy.
6. Base endorsements, either written or verbal by means of any medium, strictly upon satisfactory personal experiences within the item identified.
7. Lend my support to, and actively participate in, the efforts of my local chapter and the Golf Course Superintendents Association of America (GCSAA) to improve public understanding and recognition of the profession of golf course management.
GOLF COURSE SUPERINTENDENTS ASSOCIATION OF NORTHERN CALIFORNIA
CONSTITUTION AND BY-LAWS
ADOPTED APRIL 1932
AMENDED 1972, 1987, 1990, 1996, 1999, 2000, 2001, 2002, 2005, 2006, 2009,2010
NAME – LOCATION – OBJECT
Section 1. NAME
The name of this Association shall be GOLF COURSE SUPERINTENDENTS ASSOCIATION OF NORTHERN CALIFORNIA (GCSANC).
Section 2. LOCATION
The location of the Association shall be in the County of San Mateo, State of California. The Association’s principle office and its records shall be maintained under the direction of the Secretary- Treasurer at such place(s) selected by said officer with the approval of the Board of Directors.
Section 3. OBJECT
The purpose of the Association shall be to unite the Golf Course Superintendents of Northern California into a cooperative group for the collection, preservation, and
dissemination of scientific and practical knowledge, thereby effecting a more efficient and economical maintenance of golf courses, improving and enhancing the prestige and efficiency of its members.
Section 1. APPLICATION FOR MEMBERSHIP
Application for membership in this Association shall be made by completing an official GCSANC application form which requires the applicant’s signature. The completed application must be accompanied by the remittance of one (1) year’s dues. Any false or untrue statement contained in the application shall be considered grounds for rejection, or expulsion of the Member subsequent to the applicant’s acceptance by the Association.
Section 2. DEFINITIONS
GOLF COURSE SUPERINTENDENT One who is entrusted with the maintenance, operation, and management of a tract of land defined as a Golf Course. It is the Superintendent’s responsibility to supervise the construction and maintenance of a golf course, or courses; to supervise the maintenance and repair of construction and maintenance equipment, and to do related work as required.
Those Class A members who were members as of or prior to January 1933.
Section 3. MEMBERSHIP CLASSES
CLASS A – LIFE To qualify for life membership a member must have retired from active service as a golf course Superintendent and must have been a Charter Member or Class A Member at least twenty-five (25) years, or a former member of the Board of Directors. A Class A – Life Member shall have all the rights and privileges of the Association except that of holding office and shall be excused from payment of dues and assessments.
CLASS A To qualify for Class A Membership an applicant shall have at the time of application for membership at least three (3) years of experience as a Golf Course Superintendent and be currently employed in such capacity. Class A Members shall have all the rights and privileges of the Association.
SUPERINTENDENT MEMBER To qualify for Superintendent Member Membership an applicant shall have at the time of application for membership less than three (3) years experience as a Golf Course Superintendent and currently be employed in such capacity. Superintendent Member Members shall have all the rights and privileges of the Association.
CLASS C To qualify for Class C Membership an applicant shall be at the time of application for membership an assistant to a golf course superintendent and currently be employed in such capacity. Class C members shall have all the rights and privileges of the association except those of voting.
ASSOCIATE MEMBERS To qualify for Associate Membership an Applicant shall at time of application for membership be employed at a golf facility or be involved in the growing or production of fine turfgrass including parks, athletic fields or related turfgrass research. Associate Members shall have all the rights and privileges of the Association except those of voting and holding office.
AFFILIATE MEMBERS To qualify for Affiliate Membership an applicant must be a person involved in the growing, management, or production of turfgrass, through affiliation with a company, or proprietorship whose main business is support of the golf course industry. Affiliate Members shall have all the rights and privileges of the Association. Voting rights shall be limited to election of the Affiliate representative each year. Election to the Board of Directors shall be limited to the position of Affiliate Representative
HONORARY MEMBERS To qualify for Honorary Membership an individual must be recognized by the Board of Directors for contributing in an outstanding manner to this Association, profession, or related field. Honorary Members shall have all the rights and privileges of the Association except those of voting or holding office. Honorary members shall be excused from payment of dues and assessments.
RETIRED MEMBERS To qualify as a Retired Member an individual must have been a Class A, Superintendent Member, C, Associate, or Affiliate Member in good standing for a minimum of five (5) years, attained the age of fifty-five (55), retired and no longer seeking employment within the scope of activities of any membership class of this Association. A Retired Member shall have all the rights and privileges of the Association afforded the Member in their immediate previous classification with the exception of holding office.
INACTIVE MEMBERS Class A, Superintendent Member, or Class C members who no longer fulfill all the requirements for Class A, Superintendent Member or Class C membership due to a position change, will be eligible to keep their status for resumes, interviews, applications, etc., for a period not to exceed twenty-four (24) months, providing they are actively seeking employment as a Golf Course Superintendent or Assistant. 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 running for office. After the 24-month period, if the individual remains unemployed, he/she will be required to reclassify to an appropriate membership class. Extensions may be granted by petition to the membership committee in cases of illness or disability. Class A, Superintendent Member and C members shall be granted a six-month grace period before reclassification to Inactive status is required
STUDENT MEMBERSHIP To qualify for student membership, an applicant must be a full-time turfgrass student enrolled in a formal course of education, or have completed his or her formal education less than one (1) year prior to the date of application for membership. A Student Member shall have all the rights and privileges of the Association except those of voting or holding office.
Section 4. RECLASSIFICATION OF MEMBERSHIP
To qualify for a Reclassification of a Membership class a Member shall:
A) Apply by completing a GCSANC application and submitting it to the Board of Directors. This application shall state the reason (s) and qualification (s) of the Member for Reclassification in Membership.
B) Fill out the annual dues renewal form and submit it to the GCSANC office. This renewal form must state the current employment situation of the member. The Membership Committee and the Board of Directors will review all renewal forms on an annual basis and affect reclassification as necessary.
EMPLOYMENT STATUS Should a Member’s employment status change by the addition of duties not normally performed by a Golf Course Superintendent, or by reduction of duties and/or responsibilities, the Member must notify the Board of Directors in writing within six (6) months of the date of such a change. The Board of Directors shall have the authority to affect a Reclassification of Membership if their Employment Status has changed to the extent that the Member is no longer fulfilling the requirements of their current Membership Class.
Section 5. APPROVAL OR REJECTION OF APPLICATION
Applications for membership shall be reviewed by the Board of Directors at a scheduled meeting. Each applicant for Class A and Superintendent Member, membership must present to the Board of Directors an application for membership or evidence of membership with the Golf Course Superintendents Association of America. If any member should have an objection to the applicant becoming a member, such member may submit their objection in writing, together with reason (s) for the Board of Directors. The Board of Directors shall again review the application and an affirmative vote of at least two-thirds (2/3) of the directors present shall be required for acceptance of the application. If any application for membership is rejected, the applicant shall be notified and informed as to the reason (s) for rejection. Any person whose application is rejected may request a hearing for reconsideration and 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 be rejected any remittance which has been made by the applicant shall be refunded. Should an application be rejected, applicant may file a new application after a period of six (6) months or more subsequent to the rejection.
DUES AND SUPPLEMENTAL ASSESSMENTS
Section 1. ANNUAL DUES
The Annual Dues for Class A, Superintendent Member, C, and Associate Members shall be the sum fixed at any annual meeting of the Association as approved by the membership in attendance thereof. Dues for all other classifications shall be set by the Board of Directors. Dues shall be paid annually, in advance, for the calendar year January 1 through December 31.
If in the opinion of a majority of the members present or represented at any annual or special meeting of the Association called for that purpose, for the payment of any existing deficit or potential 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 fiscal year and shall not exceed an amount equal to the annual dues fixed for that year within each classification.
In the event of grave emergency the Board of Directors, upon majority vote, 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 assessments during any year.
Section 3. EXTENSION OF TIME FOR 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.
Section 5. MEMBERSHIP CARDS
A Membership Card will not be issued to each Member of the Association.
CONDUCT OF MEMBERS
LOSS AND REAPPLICATION FOR MEMBERSHIP
Section 1. NONPAYMENT OF DUES OR ASSESSMENTS
All members whose dues are not paid in advance of the calendar year may have services and privileges suspended. All members whose dues shall remain unpaid past December 31 shall be subject to a penalty, to be set by the Board of Directors. Any member whose dues shall remain unpaid at the end of January shall be dropped from the membership roll of this Association without further notice.
Section 2. PROHIBITED CONDUCT
The following conduct is prohibited for members of the Golf Course Superintendents Association of Northern California:
a) Violations of the Associations Code of Ethics.
b) Use of the Associations affiliation for the purpose of prompting schemes, ideas, or objects that are detrimental to the Association.
c) Conduct unbecoming a member or adverse to the purpose of the Association. 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.
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 showing of just cause. The Board of Directors shall establish by Standing Rules the procedures to be followed to insure protection of each member’s due process rights.
Section 4. REAPPLICATION FOR MEMBERSHIP
An expelled member may reapply for membership no earlier than one (1) year after the date of expulsion, in accordance with the provisions of Article II. However, if expulsion was for nonpayment of dues or assessments, the member may apply in less than one (1) year if the application is accompanied by remittance of such dues and assessments as were due at the time of expulsion, plus a penalty, to be determined by the Board of Directors, in addition to any amounts due with each application.
OFFICERS AND ELECTIONS
Section 1. THE BOARD OF DIRECTORS
The Board of Directors shall consist of a President, a Vice-President, and a Secretary-Treasurer, who shall be elected by a majority vote of the membership at the annual election of this Association in January of each year. The President, Vice-President, and Secretary-Treasurer shall be Class A or Superintendent Member members of Golf Course Superintendents Association of America (GCSAA) and hold office for one year. A majority of the board of directors shall be GCSAA Class A or Superintendent Member members. There shall also be eight (8) Directors, one directorship to be held by the Past-President, and the other four (4) to be elected by majority vote of the membership, (2) two to be elected by majority vote of the Affiliate membership. One (1) of the directorships will be held by an Assistant Golf Course Superintendent with a GCSAA and GCSANC Class C status This directorship for one (1) year term is to be elected by majority vote of the membership. The Assistant Golf Course Superintendent Director will be the Liaison for the Annual Assistant Superintendent Meeting.
In addition to the Officers, Two (2) of the directorships which may include the Past-President shall be Class A or Superintendent Member members of GCSAA. The elected Directors shall hold office for two (2) years, with two (2) Directors being elected each year. Each member of the Board of Directors shall be entitled to vote at the meetings there of. A quorum for transaction of business at a Board of Directors meeting shall consist of a majority of the Board of Directors.
Section 2. VACANCIES
Vacancies occurring on the Board shall be filled by appointment of the President with the approval of a majority of the Board of Directors. Appointments made under the provisions of this section shall be for the duration of the term.
Section 3. DUTIES AND POWERS OF THE BOARD OF DIRECTORS
The Board of Directors shall conduct all business of the Association, with the exception of the election of officers and as otherwise provided in these by-laws.
Section 4. DUTIES OF THE PRESIDENT
The President shall preside at all meetings of the Association and the Board of Directors, appoints all committees and orients all Board Members to their responsibilities, and be an ex officio member of all committees.
Section 5. DUTIES OF VICE-PRESIDENT
In case of the absence or inability of the President to act, the Vice-President shall fulfill the duties of the President as described in Section 4 of this Article. In the event the office of President becomes vacant the Vice-President shall perform the duties of President until the annual election. In the event that the offices of both the President and the Vice-President become vacant the remainder of the Board of Directors shall elect one of their members to fill the vacancy of President.
Section 6. DUTIES OF THE SECRETARY-TREASURER
The Secretary-Treasurer shall be present at all the meetings of the Board of Directors and regular monthly meetings. Under the direction of the Secretary-Treasurer: a record of all transactions of the meetings shall be recorded in accordance with Robert’s Rules of Order; proper notice of regular monthly meetings and meetings of the Board of Directors shall be given; collection of membership dues, monies, bills, bonds, or notes and deposit of same to the credit of the Association in a depository approved by the Board of Directors; all bills shall be paid in a timely and business like manner, proper financial records shall be recorded in accordance with Standard Accounting Practices (SAP), and shall be open to any member of the Board of Directors at any time. All checks drawn on the Association’s funds shall be signed by two authorized officers of the Association.
Section 7. DUTIES OF PAST PRESIDENT
Past President shall serve as an advisory and voting member of the Board of Directors for one (1) year and shall be the election chairperson for the annual meeting.
Section 8. ELECTION OF OFFICERS
The President shall appoint a nominating committee at least ninety (90) days prior to the election date. The nominating committee shall consist of three (3) or more voting members of the Association and must be approved by the Board of Directors. Thirty (30) days prior to the annual election, the nominating committee shall present a slate of nominees consisting of one or more nominees for the office of President, Vice-President, and Secretary-Treasurer, and two or more nominees for the directorships to be elected. During the Annual Meeting the Election Chairperson shall ask for further nominations from the floor, and when the nominations are closed the election shall proceed in an orderly fashion by secret ballot until voting for each office has been completed. The newly elected officers shall be installed by the regular February meeting of the Association and shall officiate at this meeting.
Section 9. PROXIES
Each voting member of this Association in good standing may vote in person or by proxy with an (original) official proxy form if the member cannot attend the annual election. A proxy may only be exercised by another voting member of this Association in good standing.
Section 1. BOARD OF DIRECTORS
REGULAR BOARD OF DIRECTORS MEETINGS
The Board of Directors shall meet monthly at a time and place designated by the President. The purpose of these meetings shall be to establish policies of the Association, consider matters relating to its welfare, and to conduct the regular business of the Association. Any member may attend, or appear before any meeting of the Board of Directors and may discuss matters relating to the welfare of the Association.
SPECIAL BOARD OF DIRECTORS MEETINGS
Special meetings of the Board of Directors may be called at any time by the President, and shall be called upon receipt of the written request of a majority of the members of the Board of Directors. Any request must specify the agenda of the special meeting. If the President refuses to abide by the written request, a special meeting may be called by a majority of the members of the Board of Directors. A minimum of seven (7) days written or printed notice must be given to all members of the Board of Directors for such a meeting.
QUORUM A majority of the members of the Board of Directors constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 2. MEMBERS
REGULAR MONTHLY MEETINGS the monthly meeting of this Association will normally be held during the second week of each month, but the date is at the discretion of the Host Superintendent and the Program Chairperson. Notices of these meetings will be mailed no less than ten (10) days before the meeting to all members
in good standing. The Program Chairperson, appointed by the President and/or the Program committee will set the time and place of these meetings.
ANNUAL BUSINESS MEETING An annual Business meeting shall be held in January of each year for the purpose of electing members of the Board of Directors, and to conduct business pertaining to the welfare of the Association. The President shall present committee information and allow discussion. Notice of the Annual Meeting shall be sent to all voting members no less than twenty (20) days prior to the meeting.
CLOSED MEETING The President, with the approval of the Board of Directors, shall have the authority to call closed meetings for all voting members.
QUORUM Twenty (20) voting members plus a majority of the Board of Directors shall constitute a quorum. No official proceeding shall be held unless a quorum is present.
ANNUAL BUSINESS MEETING ORDER OF BUSINESS The order of Business at all business meetings of the Association shall be as follows:
a. Roll Call
b. Minutes of Previous Meeting
d. Reports of Officers
e. Reports of Committees
f. Unfinished Business
g. New Business
h. Open Forum
All matters not coming within the above Order of Business, and all disputed questions of parliamentary practice shall be controlled by Robert’s Rules of Order, current edition.
Section 1. APPOINTMENTS
The President shall appoint the following committees:
Auditing Committee, Membership Committee, Program Committee, Nominating Committee, Election Committee, Tournament Committee, Education and Scholarship Committee, Bylaw Committee, Public Relations and Awards Committee, Publication Committee, and any other committee the President may deem necessary and/or beneficial to the functions of the Association.
Section 2. AUDITING COMMITTEE
The Auditing Committee shall audit the books of the Association and their finding shall be reported at the annual meeting. The Auditing Committee shall be appointed at least ninety (90) days prior to the annual meeting.
Section 3. MEMBERSHIP COMMITTEE
The Membership Committee shall receive and examine applications for membership, examine applicants to determine the Validity of their application and qualifications, and make recommendations to the Board of Directors regarding final acceptance or Rejection of applications.
Section 4. PROGRAM COMMITTEE
The Program Committee shall arrange for all meeting locations except as otherwise provided by the President and/or Board of Directors, and shall inform the Board of Directors of the location and date of each meeting at least thirty (30) days in advance. The program committee shall arrange for a speaker or educational program for each meeting except when educational programs have been otherwise provided by or with the approval of the President and/or the Board of Directors.
Section 5. NOMINATING COMMITTEE
The Nominating Committee shall provide a slate of candidates as provided in Article V, Section 8 of these by-laws.
Section 6. ELECTION COMMITTEE
The Election Committee shall consist of the Past-President as chairperson and two (2) other voting members of the Association. At the time of the election of Officers, the chairperson of the Election Committee shall ask for nominations in addition to the nominees recommended by the Nominating Committee. After the nominations are closed, the election shall proceed in an orderly fashion. If there is only one candidate for the offices of President, Vice-President, and Secretary-Treasurer the voting may be done by voice or hand vote, otherwise voting shall be done by secret ballot.
Section 7. TOURNAMENT COMMITTEE
The Tournament Committee shall be responsible for the supervision of the monthly and annual golf tournaments and for all activities associated with these events. In planning and administration of tournaments, they shall work in close conjunction with the host superintendents and the host clubs. They will rely on the Publications Committee for news and publicity coverage of the tournaments.
Section 8. EDUCATION COMMITTEE
The Education Committee’s primary objective is the “collection and dissemination of educational information”. In conjunction with the Program Committee, the Education Committee shall organize and develop the education program for the monthly meetings, subject to the approval of the Board of Directors. The Education Committee shall also act as a clearinghouse in receiving and distributing educational information to all members.
Section 9. SCHOLARSHIP & RESEARCH COMMITTEE
The Scholarship and Research Committee shall maintain a viable scholarship program. Under the direction of this committee, candidates in the turfgrass field will be recommended to the Board of Directors for scholarships. The Scholarship and Research Committee shall also make recommendations to the Board of Directors on future research programs for the good of the membership.
Section 10. BYLAW COMMITTEE
The by-law Committee shall review the Association’s by-laws and recommend in writing any changes and/or amendments to the Board of Directors for consideration.
Section 11. PUBLIC RELATIONS AND AWARDS COMMITTEE
The Public Relations and Awards Committee shall be responsible for creating and extending good will and fellowship within the organization and between our Association and other allied interests, such as: golf professionals, club managers, industry, golf associations, research agencies, etc. They shall promote the profession and the Association, in conjunction with the Publications
Committee, through publications, meetings, displays, and by representation on programs and functions of other groups in golf, agriculture, and industry.
The Public Relations and Awards Committee shall also be responsible for recommending the selections for the following awards: Superintendent of the Year, Turfgrass Excellence, Affiliate of the Year, as well as Distinguished Service Awards, Awards of Merit, etc.
This committee shall consider the possibility of planning, performing or contracting professional publicity services as needed.
Section 12. PUBLICATIONS COMMITTEE
The Publication Committee shall be responsible for the monthly newsletter, meeting notices and any other publications required.
Section 13. OTHER COMMITTEES
Nothing previously stated shall be construed to prohibit the appointment of other committees by the President for the advancement of the Association.
Section 14. LIMITATION OF POWER
No committee of the Association shall have the power or authority to bind or obligate the Association for any liabilities or payment of any funds without the approval of the Board of Directors.
Section 1. AMENDMENT OF CONSTITUTION AND BYLAWS
The Constitution and its by-laws may be amended by a two- third (2/3) favorable vote by secret ballot of the members present at the annual meeting or a special meeting called by the President. Any voting member in good standing may present amendment(s) to the Secretary-Treasurer at least ninety (90) days prior to the
date of the annual or special meeting. The Secretary-Treasurer shall publish the proposed amendments in the monthly newsletter of the Association, at least thirty (30) days in advance of the meeting.
The Golf Course Superintendents Association of Northern California 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 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 those acts and omissions arising out of his or her willful misfeasance in the performance of his or her duty. Such indemnification shall be in addition to any other rights to which those indemnified may be entitled under any law, bylaw agreement, or otherwise.
In the event of the dissolution of the Association, after all liabilities and responsibilities have been met, its assets shall be distributed in accordance with the Internal Revenue Code concerning its exempt status or in accordance with state law. The decision of distribution shall be made by the Board of Directors.