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ASA Bylaws

As amended by the Board March 19,2006

ARTICLE I. MEMBERSHIP

Section 1.  ACTIVE MEMBERSHIP.

Any person who is an actual producer of soybeans whether as owner, manager or operator may apply for active membership in the Association by completing an application form furnished by the Association and submitting the same to the Association, together with payment of the dues fixed by the Association. Such application shall be considered by the Board of Directors or by such person or persons designated by such board. If such application is granted, the applicant's name shall be entered on the Association's books as an active membership, and such member (or spouse) shall have full voting rights.

Section 2.  ASSOCIATE MEMBERSHIP.

Any persons, business organizations, corporations, partnerships and other agencies who are engaged in the promotion and interests of soybeans or soybean products may apply for associate membership in the Association by completing and submitting an application form furnished by the Association, together with payment of the dues established by the Association. Such application shall be considered by the Board of Directors or its designee and if approved, the applicant may then be recorded as an associate membership. Such associate memberships will carry all membership privileges in the Association except the right to vote. Organizations or individuals investing $250 or more in Association programs/functions shall be granted a one-year Associate Membership in the Association.

Section 3.  FOREIGN CONTRIBUTING MEMBERS.

Any foreign business organizations, corporations, partnerships and other agencies and persons interested in the welfare of the soybean industry shall be extended the privilege of holding foreign contributing memberships in the Association by payment of the dues fixed by the Association. Such foreign contributing members will carry all membership privileges in the Association except the right to vote. Foreign includes all members outside the continental United States and Canada.

Section 4.  HONORARY MEMBERS.

Persons who have rendered or may render distinctive service to the Association or the development of the soybean industry may, on recommendation of the Board of Directors, be elected honorary members for life and shall not be required to pay dues, but shall have all privileges as qualified per active membership or associate membership.

Section 5.  CANCELLATION OR REFUSAL OF MEMBERSHIP.

The Board of Directors may, at any time, by majority vote, cancel the membership of any member or refuse membership to any person, when the welfare of the Association, in their judgment, justifies such action.

Section 6.  GRADUATING STUDENT MEMBERSHIP.

Any person who is a high school graduate and who will or is attending a vocational school, junior college, or university may receive a complimentary membership for each of the years the individual is enrolled as a student without payment of dues for those years. Such complimentary student member shall not be used to determine representation or voting rights under Articles III, IV, V or VIII. The number of such complimentary student memberships shall be limited to ten (10) per state per year.

ARTICLE II. MEETINGS OF THE MEMBERS

Section 1.  TIME AND PLACE.

The time and place of the annual meeting of the members shall be as specified in the Articles of Incorporation.

Section 2.  SPECIAL MEETINGS.

The President may call special meetings of the Board of Directors at any time or place, on his own motion or at the request of any five (5) directors. The President shall notify the Chief Executive Officer of the time and place thereof and direct the giving of notice as provided herein.

Section 3.  NOTICE OF MEETINGS.

The Chief Executive Officer shall mail to each member a notice of the time and place of each annual and special meeting of the members at least ten (10) days before the date of the meeting, which notice shall state the matters to be considered at any special meeting. However, publication of such notice in the SOYBEAN DIGEST shall be sufficient compliance with this provision, providing that it is mailed to each member at least ten (10) days before the date of the meeting.

Section 4.  QUORUM.

Fifty (50) voting delegates (or their alternates), in person or by proxy, shall constitute a quorum at any meeting of the members, but any lesser number may adjourn the meeting to any other time.

ARTICLE III. VOTING AT MEETINGS OF THE MEMBERS

Section 1.  VOTING LIMITED TO DELEGATES.

Voting at meetings of the members of this Association shall be limited to duly elected delegates (or their alternates) from duly affiliated state soybean associations who are members (or members' spouses) of this Association and are actual producers of soybeans either as owners, managers or operators.

Section 2.  NUMBER OF DELEGATES AUTHORIZED.

Each affiliated association may elect delegate(s) and an alternate delegate for each such delegate, as follows:

(a) Each affiliated association, as defined in Article III, Section 1, shall have one delegate.

(b) One delegate for each .75% or majority portion thereof, over the initial .75% of the state's proportion of the total national members on the records of the American Soybean Association on September 30 immediately preceding such annual meeting.

Section 3.  CREDENTIALS OF THE DELEGATES.

At least thirty (30) days prior to the annual meeting of each such affiliated association, this Association shall notify each such affiliated association of the number of delegates it may elect, together with an equal number of alternate delegates. It is recommended that prior to January 1, each such affiliated association shall notify this Association of the names and addresses of its delegates and their alternates, which shall be furnished to the Membership & Corporate Relations Committee of this Association for use at subsequent members' meetings and to determine the voting rights of such state associations and of such delegates and alternates. No person may serve as alternate for more than one delegate.

Section 4.  DELEGATES' TERMS.

Each delegate and alternate so elected shall serve in that capacity for a one-year term commencing with February 1 after their election, and shall attend all meetings of the members of this Association held during such term.

Section 5.  VOTING.

Except as provided in Article V, Section 10, each such delegate shall be entitled to one vote at any such meeting, but his vote shall not be controlled by any other delegate or by the majority of his delegation, or by any "unit rule" or by any other means, direct or indirect. Except as provided in Article V, Section 10, no delegate's vote may be cast by proxy or by any means other than in person, except that in his absence his alternate may vote in his stead. If a delegate and his alternate are both absent, another alternate designated by the chairman of his state delegation and approved by the Membership & Corporate Relations Committee may vote in his stead. Voting shall be by voice vote unless there is a request for a division of the house, in which event there will be a standing vote. Any delegate may request voting by written ballot on any vote submitted to the delegates.

Section 6.  FILLING VACANCIES.

Any delegate's or alternate's vacancy due to death, resignation or non-membership may be filled by his state association at any time, and the replacement's name and address shall be furnished to this Association by his state association. Such replacement shall fill the unexpired term of the delegate or alternate so replaced and may vote at any meeting of the members after approval by the Membership & Corporate Relations Committee of this Association with the same rights and duties as applied to the person replaced.

Section 7. MEMBERS' PRIVILEGE

At any meeting of the members, any member of this Association may be granted the floor at the pleasure of the presiding officer to speak on any matter, but no one but a qualified delegate or in his absence, his alternate, may make any motion or vote on any matter at any such meeting.

ARTICLE IV. BOARD OF DIRECTORS

Section 1. NUMBER OF DIRECTORS.

Representation on the ASA Board of Directors shall be based on Association membership. Each duly affiliated Soybean Association may elect its own member or members on the Board of Directors of this association.

(a) Directorships for affiliated state associations shall be earned as follows:

A minimum of 150 members is required for one director, 850 members for a second director, and 900 members for each additional director thereafter.

1 Director 150 – 849 members

2 Directors 850 – 1749 members

3 Directors 1750 – 2649 members

4 Directors 2650 – 3549 members

5 Directors 3550 – 4449 members

6 Directors 4450 – 5349 members

7 Directors 5350 – 6249 members

8 Directors 6250 – 7149 members

9 Directors 7150 – 8049 members

This will become effective as of July 1, 2002; however, each state's membership total will continue to be determined on September 30th of each year.

(b) After a state association has attained the number of Directors to which it is entitled under this Section, it may only elect Directors to fill vacancies in such number or to replace Directors whose terms expire, unless increased total membership in said state entitles an increase in the number of its Directors.

(c) The number of Directors for each state shall be based on total members of the state as of September 30 preceding each annual meeting of the Board of Directors. If an affiliated state association fails to reach sufficient members during any year to entitle it to maintain the number of Directors for which it was previously qualified, such association shall determine which Director or Directors shall be removed from the Board of Directors, and no Director from that association shall be eligible to vote until written notice of such action has been given to the Secretary of this corporation.

(d) Only persons who are both members in this Association and actual producers of soybeans, either as farm operators, managers or producer-landlords, shall be eligible for election to the Board of Directors of this Association by any affiliated state soybean association.

(e) Notwithstanding the other provisions of Section 1 of this Article IV, affiliated associations that have in the past met the requirement of 150 members entitling such associations to elect one ASA director may continue to elect one ASA director, even if membership falls below 150, by paying the ASA the difference between (i) dues that would be payable with 150 members and (ii) the actual dues payable based on the September 30 membership of such affiliated association.

Section 2.  NONVOTING DIRECTORS.

The following groups may each elect one director without voting privileges:

(a) The Ontario Soybean Marketing Board, as the Ontario Director;

Brazil, provided it has 100 dues paying members;

Argentina, provided it has 100 dues paying members.

Section 3.  TERMS OF DIRECTORS.

(a) Each director shall be elected for a three-year term, except that if any affiliated state association is authorized to elect more than one director, the initial and subsequent terms shall be staggered so that the terms do not expire in the same year.

(b) No director may serve as a director for more than three consecutive three-year terms; however, after any director has been off the Board of Directors for one full year, he may be reelected as a director for no more than three further consecutive three-year terms. No partial term shall be counted in determining the consecutive period a director may serve.

(c) All directors' terms shall commence with the first annual meeting following their election.

(d) At least thirty (30) days prior to the seating of any newly elected directors, the affiliated association they represent shall certify their names and addresses to the Chief Executive Officer of this Association who shall refer the same to the Membership & Corporate Relations Committee.

Section 4.  DISPUTES AS TO NUMBERS TERMS OR QUALIFICATIONS.

If any dispute arises as to the numbers, terms or qualifications of any director elected by any state soybean association, such questions shall be resolved by the Membership & Corporate Relations Committee appointed by the President of this Association, which shall use the ASA's September 30 active member totals to determine the number of directors such state soybean association is qualified to elect and an affiliated association's eligibility for affiliation. The Membership & Corporate Relations Committee shall furnish a report to the President of the Association prior to the annual meeting on the names of the directors duly elected by the affiliated state soybean associations, and the President shall report the names of such new directors at said annual meeting.

Section 5.  PAYMENT OF EXPENSES.

The Board of Directors may authorize payment of actual expenses of any officer and director of the Association incurred in attending meetings of the members, the Board of Directors and committees of this Association, or while engaged in performing their assigned functions and in carrying out the purposes of the Association, to be paid by the Association from Association funds.

ARTICLE V. MEETINGS OF THE BOARD OF DIRECTORS

Section 1.  TIME AND PLACE OF ANNUAL MEETING.

The time and place of the annual meeting of the Board of Directors shall be held at a time and place fixed by the Board of Directors.

Section 2.  SPECIAL MEETINGS.

Special meetings of the Board of Directors may be called by the President at any time or place, on his own motion or at the request of any five (5) directors. The President shall notify the Chief Executive Officer of the time and place thereof and direct the giving of notice as provided herein.

Section 3.  NOTICE OF SPECIAL MEETINGS.

The Chief Executive Officer shall give each director written or oral notice of the time and place of each such special meeting of the Board of Directors, at least five days before the date of the meeting. Such notice shall be deemed sufficient if mailed to the last known address of a director.

Section 4.  WAIVER OF NOTICE.

Attendance of any director at any special meeting shall constitute a waiver of such notice, and a written waiver of notice from any director, either before or after such meeting, shall eliminate the necessity for such notice. Any director who shall execute his written consent to any action taken at any meeting of the Board of Directors, within thirty (30) days following the date of such meeting, shall be deemed to have waived any objection to the legality of such meeting on any ground.

Section 5.  QUORUM.

A majority of the Board of Directors shall constitute a quorum. However, less than a quorum may adjourn the meeting to any other time.

Section 6.  PROXY VOTING.

No proxy voting shall be allowed at any meeting of the Board of Directors. However, in the absence of a director, the organization which he represents may name a temporary alternate by written notification from such organization, filed with the Credentials Committee at or prior to such Credentials meeting, and such alternate may attend and vote in the place of such absent director at that meeting only. There shall be a maximum of two permanent alternates per ASA director with any designated permanent alternate for that state substituting for any ASA director for said state, listed in respective order. However, if neither a director nor his alternate for said state is present at a meeting, the director's vote for that state shall be lost.

Section 7.  ACTION WITHOUT MEETING.

Unless otherwise provided by law, any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken at such meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the directors entitled to vote with respect to the subject matter thereof.

Section 8. VOTING.

The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors; provided, however, that on any matter to be voted on any Director may declare such matter to be "Super-majority Matter." Any Super-majority Matter shall require the affirmative vote of two-thirds (2/3) of the Directors present to be deemed the act of the Board of Directors.

Section 9. VOTE OF STATE AFFILIATES.

Any Director may call for a vote of state affiliates on any issue to come before the Board. In such case each affiliate state or multi-state soybean association will cast votes en bloc based on each association's percentage of total ASA membership as of the most recent September 30. A two-thirds vote cast on this basis shall be necessary for an item to be deemed recommended by affiliated state associations.

The Board of Directors, while not bound by the vote of affiliated state associations, must consider fully and should be guided by the vote of state affiliates. If a two-thirds vote is not obtained on an issue, but greater than 50% of the voting is to the affirmative, the ASA President shall be required to appoint a committee to further review the issue and report at the next Board meeting. Unless the fiduciary duties of the Board to ASA require earlier action, the Board shall not address the issue prior to reviewing such committee's report.

Affiliated state association votes shall be allocated according to membership and shall be determined as follows:

(a) An affiliated association's total number of votes shall be based on the percentage of total ASA members from the affiliated association as of September 30 each year.

(b) The affiliated association's total votes are to be cast by the individual(s) or alternate(s) designated to represent that association at ASA Board of Directors meetings.

(c) If an affiliated association has a tie vote, its vote shall be disregarded in tabulating the Vote of the State Affiliates.

Section 10. SPECIAL MEETING OF THE DELEGATES.

Ten percent of the ASA Directors, representing at least two state affiliates, may call for a special meeting of the delegates on any issue to come before the Board. However, a special meeting of the delegates cannot be called (i) until after a vote of the state affiliates, pursuant to Article V, Section 9, has been conducted and (ii) unless the President has consulted with counsel and confirmed that matters to be considered at any such special meeting of the delegates will not cause any violation of the fiduciary duty of the Board to the ASA.

In any such special meeting of the delegates, (i) the vote of the delegates would be either en bloc vote for each state affiliate or individual one vote per delegate voting for each state affiliate, as determined by each state affiliate, and (ii) such delegate may vote in person or by proxy. Number, length of term and qualifications of delegates would be governed as defined in Article III.

The ASA Executive Committee would have oversight responsibilities for conducting a special meeting of the delegates and shall determine the meeting guidelines: (a) shall cause the Chief Executive Officer to send out the notice of the special meeting and (b) provide necessary explanatory materials to the delegates.

Each state affiliate would, pursuant to the guidelines issues by the ASA Executive Committee, be responsible for the vote of its delegates. Specifically, each State President (or designee) would be responsible for: (a) obtaining the vote count for such state, either by proxy or in person voting and (b) reporting back the en bloc results of the vote to the ASA President at the special meeting.

Results of a special meeting of the delegates shall be binding on the ASA Board.

ARTICLE VI. OFFICERS

Section 1.

At each annual meeting of the Board of Directors, the board shall elect officers from its voting members for a one-year term, to commence immediately following the election.

Section 2.  PRESIDENT.

The President is the principal elected officer of the Association. The President shall preside at all meetings of the Executive Committee and at all meetings of the Association, shall serve as an ex officio member of all standing and special committees, and shall carry out all other duties that are commonly associated with his office. He may serve no more than one one-year term, but a partial term shall not be counted in applying this limitation.

Section 3.  FIRST VICE PRESIDENT.

The First Vice President shall be president-elect and shall serve as chairman of the Resolutions Committee and other standing or special committees. The First Vice President shall perform other duties as may be assigned by the President of the Board of Directors. In addition, the First Vice President shall fulfill the functions of the President in the event of his death, resignation, absence or inability to serve as such and he shall succeed to the office of the President upon the conclusion of the President's term of office.

Section 4.  CHAIRMAN OF THE BOARD.

The immediate past president of the Association shall serve as chairman of the Board of Directors, shall preside at all meetings of the Board of Directors and shall perform such other duties as may be assigned to him by the President or Board of Directors. The chairman of the board shall serve as chairman of the ASA Nominating Committee and other standing or special committees.

The Chairman may serve past his 9-year term limit provided he is duly elected to the ASA Board from his state. This additional year will be considered the first year of the succeeding Director’s first 3-year term.

Section 5.  VICE PRESIDENTS.

There shall be four vice presidents. The President shall designate such vice presidents as chairmen of standing committees and/or special committees.

Section 6.  SECRETARY.

The Secretary shall supervise the keeping of the books and records of the Association, keep a record of the proceedings of the meetings of the Association, the Board of Directors and the Executive Committee, and the making of annual reports and such other reports as the Board of Directors may call for or as may be required by law. He may perform all of his said functions by the delegation thereof to the Chief Executive Officer or such other person designated or employed by the Board of Directors for those purposes under the provisions of Section 8, below. The Secretary may serve as the assistant treasurer.

Section 7.  TREASURER.

The Treasurer shall supervise the keeping of the financial records of the Corporation, the receipt and deposit and disbursement of the monies of the Association under the direction of the Board of Directors, and such other duties normally associated with the office. He may perform all of his said functions by the delegation thereof to the Chief Executive Officer or such other person designated or employed by the Board of Directors for those purposes under the provision of Section 8, below.

Section 8.  ASSISTANT TREASURER.

In the absence, death, inability or refusal of the Treasurer to act, the Assistant Treasurer shall be appointed by the President to perform the duties of the Treasurer and when so acting, shall have all the powers and be subject to the same provision as herein prescribed for the Treasurer. The Assistant Treasurer position may be filled by the Secretary.

Section 9.  COMBINING OFFICES.

The offices of the Secretary and the Treasurer may be combined and held by the same person.

Section 10.  ADMINISTRATION OF POLICIES.

The policies and programs of the Board of Directors and officers of the Association, including the duties and responsibilities of the Secretary and Treasurer, may be carried out, effected, managed and administered by such person as may be selected and employed from time to time by the Board of Directors. Such employee may be designated as Chief Executive Officer or by any other title deemed appropriate by the Board of Directors. The powers, duties and salary of such employee shall be fixed by the Board of Directors. Subject to review by the Board of Directors, the President shall supervise or direct this Chief Executive Officer in the performance of his duties. Other positions may be created and filled by the Board of Directors from time to time with appropriate powers, duties, title and salaries, to carry out the expanded program of the Association.

Section 11.  BONDING OF TREASURER.

So long as the functions of the Treasurer are handled by a person selected by the Board of Directors under the provisions of Section 7, above, the Treasurer shall have no personal liability for monies or property of the corporation, and need not be bonded.

ARTICLE VII. COMMITTEES

Section 1.  EXECUTIVE COMMITTEE.

There shall be an Executive Committee composed of the President, Chairman of the Board, the five vice presidents, the Secretary and the Treasurer. This Executive Committee may do or perform any act, when the Board of Directors is not in session, that such board could do or perform at any meeting thereof, except that this committee shall have no power to amend these bylaws. Unless otherwise provided by law, any action required to be taken at a meeting of the Executive Committee, or any other action which may be taken at such a meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all members of the Executive Committee entitled to vote with respect to the subject matter.

Further, the Executive Committee is not authorized to take action on any contract or agreement not otherwise provided for in the budget that requires non-budgeted expenditures or equity reductions of $50,000 or more without an affirmative majority vote of the Board of Directors.

Section 2.  STANDING COMMITTEES. The President shall appoint chairmen and members of the following standing committees:

(a) Membership Services & Corporate Relations Committee. The Membership & Revenue Development Services & Corporate Relations Committee is responsible for establishing membership priorities, evaluating member recruitment and retention programs and member services, recommending funding levels to implement such projects, coordinating state and national member development programs, and overall ASA state relations functions. The Membership & Revenue Development Committee shall also serve as the Credentials Committee for the Board and Voting Delegates.

(b) Finance & Administrative Services Committee. The Finance & Administrative Services Committee is responsible for advising the Board on business and fiscal affairs, monitoring available funding and recommending to the Board budget requests for the Board's Committees.

(c) Public Affairs Committee. The Public Affairs Committee is responsible for reviewing Delegate Policy Resolutions, establishing policy priorities, evaluating policy and governmental affairs efforts, recommending funding levels to implement such projects, and coordinating state and national policy issues.

(d) Trade Policy & International Affairs Committee. The Trade Policy and International Affairs Committee is responsible for establishing export promotion priorities; evaluating promotion projects; and recommending funding levels to implement such projects.

(e) Strategic Planning Committee. The Strategic Planning Committee is responsible for reviewing and evaluating the mission and vision of the American Soybean Association. It is responsible for recommending strategies to the Executive Committee relative to long-term issues and opportunities.

Each such committee shall consists of no less than four (4) directors and shall fulfill the functions and responsibilities as determined by the Board of Directors.

Section 3.  PERSONNEL COMMITTEE.

The Executive Committee shall act as the Personnel Committee and shall be responsible for reviewing salary policies and guidelines, group employee benefits and other matters generally related to personnel.

Section 4.  COUNCIL OF PAST PRESIDENTS.

All past presidents of this Association shall be members of a group to be known as the Council of Past Presidents, with the immediate past president as its chairman. This council shall serve only as an advisory group at the request of the President or the Board of Directors. Any member of this council who is not a current member of the Board of Directors shall serve on this council at his own expense.

Section 5.  AUDIT COMMITTEE.

The President shall appoint an audit committee composed of the ASA Treasurer and two members each from the Executive Committee, Finance Committee and the Board at large. In this capacity, it shall recommend to the Board the selection or confirmation of the auditor, receive the auditor's reports, monitor progress or improvements recommended by the auditor, and report annually to the Board of Directors.

Section 6.  NOMINATING COMMITTEE.

Each year, prior to the annual meeting of the Board of Directors, the President shall appoint a nominating committee consisting of no less than three directors, to present nominations for the officers to be elected at such annual meeting. Additional nominations may be made by any director at such meeting.

Section 7.  OTHER COMMITTEES.

The President shall appoint the members of such other or additional committees as the President or Board of Directors may deem necessary from time to time to carry out the work of the Association. Such committees shall serve at the pleasure of the President.

Section 8.  APPOINTMENT TO USSEC.

On an annual basis, the President shall consult with the Executive Committee and recommend to the ASA Board of Directors a slate of seven (7) candidates from the ASA Board to serve as ASA’s representatives on the Board of the U.S. Soybean Export Council (USSEC). The ASA Board of Directors may accept or modify the proposed slate of candidates. The ASA Board, by majority vote, shall appoint ASA’s representatives to the USSEC Board. The ASA Board may remove any ASA representative to the USSEC Board at any time by majority vote, which may be with or without cause.

ARTICLE VIII. STATE OR MULTI-STATE ASSOCIATIONS

Section 1.  AFFILIATION.

At any annual or special meeting, the Board of Directors of this Association may recognize any duly organized state or multi-state soybean association as an affiliate of this Association so long as it meets all four of the following requirements:

(a) It is a bona fide state or multi-state organization duly incorporated as such.

(b) No conflicts exist between its Articles of Incorporation or bylaws and those of this Association.

(c) A minimum of 100 memberships in this Association at any time during the fiscal year must be achieved in order to become affiliated.

(d) No state shall be entitled to more than one such affiliate soybean association.

Section 2.  DUPLICATE AFFILIATIONS.

No state soybean association may become or remain an affiliate of this Association if it is or becomes an affiliate of any soybean producer association other than the American Soybean Association. However, nothing in this section shall prohibit working agreements, operating agreements or other lawful cooperative acts between such affiliate and any other organization.

Section 3.  DISAFFILIATION.

If at any time the Board of Directors determines that any affiliated association fails to meet all of the foregoing requirements for affiliation, it shall be notified that it must meet said requirements by the date of the next annual meeting or it will be disaffiliated from this Association; provided, however, that any affiliated association that fails to meet the requirement of Section 1(c) of this Article VIII shall first be placed on a one-year probation during which such association may take steps to satisfy such requirement and provided, further, that any such affiliated association may elect to avoid disaffiliation pursuant to Article IV, Section 1(e) of these Bylaws.

Section 4.  COORDINATION OF POLICIES

At least sixty (60) days before any affiliated association votes on the adoption of any policy or action contrary to any resolution adopted by the voting delegates at the prior annual meeting of this Association, the affiliated association shall give this Association a written notice of such proposed action, mailed to the President of this Association. If, after the 60-day period, an affiliated state association votes to adopt a policy or take action contrary to that of the American Soybean Association, it shall immediately notify the American Soybean Association of such action and further agrees not to oppose the announced policy of the American Soybean Association except at the next annual meeting of the Association.

ARTICLE IX. REMOVAL OF OFFICERS AND DIRECTORS

Section 1.  REMOVAL OF OFFICER.

Any officer of the Association who fails regularly to attend the meetings or fails to carry out the responsibilities of his position may be removed at any regular or special meeting thereof by the majority vote of the entire Board of Directors.

Section 2.  REMOVAL OF DIRECTOR.

Any member of the Board of Directors who was elected to such position by the vote of his own state soybean association may be removed by his own state soybean association, provided the authority for such removal is contained in the articles or bylaws of said state soybean association and upon condition that the prescribed procedure therefore has been followed. Such removal shall be effective upon receipt by the Chief Executive Officer of this Association of a formal notice from such state association that it has removed such director in accordance with the applicable provisions of its articles or bylaws.

ARTICLE X. FILLING VACANCIES

Section 1.  FILLING VACANT OFFICE.

In the event of any vacancy in any office, whether from death, resignation or removal, the board may fill such vacancy by an election held for that purpose at the next regular or special meeting of the Board of Directors. The person so elected shall complete the unexpired term of such officer.

Section 2.  FILLING VACANT DIRECTORSHIP.

In the event of any vacancy on the Board of Directors, whether from death, resignation or removal, the affiliated state soybean association which elected him to the Board of Directors may fill such vacancy for the balance of his unexpired term in the manner provided by the articles or bylaws of said state soybean association, if such affiliated association is then entitled to such number of directors under Article IV above.

ARTICLE XI. PUBLICATIONS

Section 1  PUBLICATIONS. The Board of Directors may issue such other publications as may be deemed desirable. 

ARTICLE XII. DUES

Section 1.  ACTIVE MEMBERSHIP AND ASSOCIATE MEMBERSHIP.

The Board of Directors and/or the ASA Voting Delegates shall establish annual dues rates for active members, associate non-affiliated and Canadian members. Affiliated state associations will establish total member dues for each category and agree to collect the dues and remit ASA its portion of the dues. States or counties may further assess their members for special programs or projects with the understanding that said state or county will handle this assessment on their own with no further changes in ASA recruitment or renewal forms.

Section 2.  FOREIGN CONTRIBUTING MEMBERS. The ASA Board of Directors and/or the ASA Voting Delegates shall establish the annual dues rates of foreign contributing members.

Section 3.  HONORARY MEMBERSHIP. Honorary members are not required to pay dues.

Section 4.  USE OF DUES.

The Association, being a nonprofit corporation, shall use its available funds for promotional work and to further the objects set out in the Articles of Incorporation. The annual dues and monies derived from other sources, if any, not used by the Association for current operations, shall be available for educational work, research and market development.

Section 5.  DELINQUENCY AND EXPIRATIONS.

Any member of the Association who shall be delinquent in dues for a period of not more than 45 days from the time dues become due shall be considered expired and suspended from further services and dropped from the rolls and thereupon forfeit all rights and privileges of membership.

ARTICLE XIII. FISCAL YEAR

Section 1.  FISCAL YEAR.

The fiscal year of this corporation shall commence on October 1 of each year and shall end on September 30 of the following year.

ARTICLE XIV. LIABILITY

Section 1.  LIABILITY OF CORPORATION.

This Association shall not be liable for the acts of individual members, or for the acts of officers or directors who have acted beyond their authority.

Section 2.  LIABILITY OF OFFICERS AND DIRECTORS.

Officers and directors of this Association shall not be liable for acts of the Association unless they acted beyond their authority.

Section 3.  LIABILITY OF MEMBERS.

The members of this Association shall not be liable for the acts of this Association or of its officers or directors.

Section 4.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

This Association shall reimburse any of its officers or directors for expenses incurred in defending suits against them for acts of commission or omission in the performance of their duties as such officers or directors.

ARTICLE XV. RULES OF ORDER

Section 1.  RULES ADOPTED.

Robert's Rules of Order shall be authority on all points not covered by the Articles of Incorporation and bylaws of this Association.

ARTICLE XVI. AMENDMENTS

Section 1.  PROCEDURE TO AMEND. These bylaws may be amended at any time by the Board of Directors.

ARTICLE XVII. DOING BUSINESS IN OTHER STATES

Section 1.  DOING BUSINESS IN OTHER STATES.

The Board of Directors shall be authorized to do business and to carry out the purposes of the corporation in any state or territory of the United States of America and in any other country.

Section 2.  QUALIFYING TO DO BUSINESS IN OTHER STATES AND COUNTRIES.

The Board of Directors or the President may authorize the execution and filing of such applications and documents as may be necessary to qualify the corporation to do business in any state or territory of the United States or in any other country, and may designate such agent or agents as required for conducting business in such state, territory or country.

(STATE OF MISSOURI )

(COUNTY OF ST. LOUIS )

On this 22nd day of March, 2005, before me the undersigned officer, Stephen L. Censky, Chief Executive Officer of the American Soybean Association, known to me to be the person whose name is subscribed within the instrument and hereby acknowledges that he executed the same for the purposes therein stated. In witness whereof, I hereunto set my hand and official seal.

Stephen L. Censky

NOTARY PUBLIC (CORP SEAL)

 
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