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By-Laws
ARTICLE I
NAME - The name of this corporation is NEZPERCE PRAIRIE GRASS GROWERS
ASSOCIATION, INC.
ARTICLE II
ADDRESS - The principal office of this corporation shall be located in
Nezperce, Idaho. This corporation may also have offices at such other
places within and without the State of Idaho as the Board of Directors
may, from time to time, designate.
ARTICLE III
ACTIVE MEMBERSHIP - Active membership in this non-profit corporation
shall be voluntary and limited to those persons, partnerships, and/or
corporations engaged in the production and processing of agricultural
commodities, including, but not limited to, grass seed for commercial
purposes, and who exhibit and continue to exhibit genuine interest in the
common goals and desires of the majority of those engaged in the
commercial production of grass seed, including improvement in farming
techniques through scientific research, sharing of information, and who
subscribe to and abide by the duly enacted By-laws and regulations of this
corporation and whose dues are timely paid in accordance with the By-laws
of this corporation.
ARTICLE IV
VOTING RIGHTS - ACTIVE MEMBERSHIP - Each active member in good standing
of this corporation shall be entitled to one (1) vote on each matter
submitted to a vote of the members.
ARTICLE V
DIRECTORS - SELECTION - The number of directors of the corporation
shall be fixed at seven (7): two (2) from the participating processors,
unless only one (1) participating processor is available for election, in
which case the number shall be set at six (6) and five (5) directors shall
be chosen from the participating growers. All directors shall be elected
by a vote of the membership at the annual meeting of the membership.
Nominations for director shall be made by the membership from the floor
and/or by a nominating committee appointed by the President. Terms for
directors shall be for a three-year period. A year shall commence at the
annual meeting and be for the duration of 12 months or until the next
annual meeting. Election of directors shall be staggered. Vacancies on the
board of directors shall be filled by election by a majority of the
remaining directors.
ARTICLE VI
MANAGEMENT - The board of directors shall have the power to manage the
corporation and are hereby vested with powers possessed by the corporation
itself, limited only by the laws of the State of Idaho and the Articles of
Incorporation and these By-laws. The board of directors shall have the
primary duty to formulate and execute policy. The board of directors shall
have the power to bind the corporation by contract, to make grants of its
funds for scientific research purposes, and to do any and all acts
necessary to carry out the purposes of this corporation. The directors
shall receive no salary for their services as such, but, by resolution of
the board of directors, may receive reasonable sums as reimbursement of
actual expenses for attendance at meetings and other services provided for
and on behalf of the corporation. Nothing in this Article shall be
construed to preclude or prevent any director from serving the corporation
in any capacity as agent or employee; in the latter capacity, they may
receive compensation for their services actually rendered to the
corporation.
ARTICLE VII
OFFICERS - The board of directors shall select a president, a vice
president, and a secretary-treasurer, all of whom shall be participating
growers and directors of this corporation, and who shall be selected by a
majority of the board of directors at their annual meeting to serve for a
term of one (1) year and until their successors are elected. Vacancies in
any of these positions shall be filled by selection by a majority of the
board of directors.
ARTICLE VIII
DUTIES OF OFFICERS - The officers of this corporation shall be selected
as provided in the Articles of Incorporation.
1. President: The president shall preside at all meetings of the
membership of this corporation and of the board of directors. The
president shall sign for the corporation all contracts and other documents
as may be authorized by the board of directors, and shall perform all
duties usually performed by a president or as prescribed by the board of
directors. The president shall cause to be made, and shall submit to the
membership of the corporation at its annual meeting, a report on the
operations of the corporation for the preceding year.
2. Vice President: The vice president shall be vested with all of the
powers and may be required to perform all the duties of the president in
the president's absence or disability, and shall perform such other duties
as may be required by the board of directors.
3. Secretary-Treasurer: The secretary-treasurer shall attend all
meetings of the membership of the corporation, all meetings of the board
of directors and all meetings of the executive board. The
secretary-treasurer shall record all of the proceedings at such meetings
in a book kept for that purpose and shall give notice of all meetings to
be held. The secretary-treasurer shall make, and cause to be filed, all
records required by law and shall be custodian of all records of the
corporation. The secretary-treasurer shall perform such fiscal acts as
treasurer as may be delegated to him from time to time by the board of
directors, and in such capacity, shall keep full and accurate accounts of
receipts and disbursements in books to be kept for that purpose and shall
receive and deposit, or cause to be received and deposited, all monies and
other valuables of the corporation in the name and to the credit of the
corporation in such banks and depositories as may be designated by the
board of directors. The secretary-treasurer shall disburse, or cause to be
disbursed, the funds of the corporation as may be directed by the board of
directors, taking proper vouchers for such disbursements. The
secretary-treasurer shall render to the president and to the board of
directors, whenever they may require, accounts of all transactions during
the period the secretary-treasurer acted as treasurer and the financial
condition of the corporation. The secretary-treasurer shall, in general,
perform all of the duties incident to the office of treasurer, subject to
the control of the board of directors. The secretary-treasurer shall keep
and have charge of the minutes of the meetings of the general membership,
of the board of directors, the book of By-laws and such other books and
papers as the board of directors shall direct.
ARTICLE IX
RESIGNATIONS and REMOVALS - Any director of officer or this corporation
may resign at any time by giving written notice to the corporation, by so
advising in writing the president or the secretary of the executive board.
Any such resignation shall take effect at the time specified therein or,
if no time is specified, then upon its acceptance by the board of
directors
A majority of the members of this corporation, at any meeting called
for the purpose, or at the annual meeting by a vote of the majority of the
total membership, may remove from office any directors or other officer
elected or appointed by the membership or by the board of directors, and
elect or appoint his successor. The board of directors, by a vote of not
less than a majority of the entire board, may remove from office any
officer or agent elected or appointed by it.
ARTICLE X
DUES and ASSESSMENTS - The directors of this corporation shall, by
resolution, set the amount of the annual assessment to be made against the
members of this corporation and such resolution shall be adopted not less
than ten (10) days prior to the annual meeting of the membership of this
corporation. The resolution so adopted shall be placed on the agenda of
the annual meeting of the general membership of this corporation and if
said resolution is not repealed by a vote of the majority of the general
membership present at such annual meeting, it shall constitute the annual
assessment liability of each member for the ensuing year.
The rate of annual assessment shall be based upon the number of acres
from which grass seed was harvested by each member during the current
growing season.
The annual assessments, as aforesaid, shall be collected by those seed
processors who are members of this association from seed producers within
their geographical areas who desire to maintain membership in this
association. The assessment payments shall be due from the producer to the
processor on or before the 1st day of December of each year commencing the
1st day of December, 1973. The seed processor, on receipt of said funds,
shall remit them to the secretary-treasurer of this association no later
than December 5th of each year. If an individual producer fails in payment
of the annual acreage assessment for a given year, that producer's
membership in this association will cease.
The seed processor will submit an annual list to include name and
complete mailing address of seed producers who have paid assessment to
NPGGA.
ARTICLE XI
MEETINGS OF THE MEMBERSHIP - The annual meetings of the membership of
this corporation may be held at such place within or without the State of
Idaho as may be designated by the board of directors. The board of
directors shall give notice to each member in writing ten (10) days prior
to the date of said annual meeting as to the date, time and location of
said annual meeting.
Special meetings of the membership shall be held either within or
without the State of Idaho at any time and place designated by the board
of directors through its president and each member shall be given notice
in writing five (5) days prior to the time set for the said special
meeting, provided that all notices of special meetings of the membership
shall set forth therein a synopsis of the matters to be considered at such
special meeting.
ARTICLE XII
MEETINGS OF THE BOARD OF DIRECTORS - Annual meetings of the board of
directors shall be held at the place of the annual meeting of the
membership of this corporation and immediately following the said annual
meeting of the membership.
Special meetings of the board of directors shall be held either within
or without the State of Idaho at the time and place designated by the
president on the giving of written notice of not less than five (5) days
prior to the time set for said meeting to each of the members of the board
of directors and specifying the time, the place and the subject matter to
be considered at said meeting.
ARTICLE XIII
NOTICES - Notices as aforesaid shall be mailed to the last known
address of the member or director. Any meeting, of which all directors
shall at any time waive or have waived notice in writing, shall be a legal
meeting for the transaction of business.
ARTICLE XIV
QUORUM - At any meeting of directors a majority of those present shall
constitute a quorum for the conduct of business, provided that the number
present constitutes at least 50% of the total membership of the board of
directors. At any meeting of the membership, a majority of those present
shall constitute a quorum for the conduct of business, provided that the
number present constitutes at least 25% of the total membership of the
corporation. When a quorum is present as aforesaid, a majority of those
present shall decide any question brought before such meeting, unless
otherwise limited by these By-laws or the Articles of Incorporation.
ARTICLE XV
AMENDMENTS - The By-laws of this corporation may be amended freely by
the board of directors, subject only to those limitations set forth in the
Articles of Incorporation and provided further, that such amendments can
only be made after affirmative vote of at least fifty-one percent (51%) of
the total membership of the board of directors.
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