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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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