BY-LAWS

SOUTH DAKOTA NO-TILL ASSOCIATION, INC.

 

ARTICLE I

MEMBERSHIP

Section 1. Any person who has an interest in no-till farming methods, practice and procedure may become a member upon payment of annual dues as fixed by these Bylaws.

 

Section 2. Each membership shall be entitled to one vote on each member at any meeting of the members. Only paid individual members are eligible to vote. No voting by proxy or mail shall be permitted.

 

Section 3. The Board of Directors, by affirmative vote of a majority of all members of the Board, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default of dues for the period fixed in ARTICLE XI of these Bylaws.

 

Section 4. Membership in this corporation is not transferable or assignable.

 

Section 5. Associate membership is reserved for individuals, foundations, businesses, corporations or other legal entities interested in promoting the corporation.

 

ARTICLE II

 

MEETING OF MEMBERS

 

Section 1. An annual meeting of the members shall be held at a time and place designated by Board of Directors, for the purpose of the electing directors and for the transaction of such other business as may come before the meeting.

 

Section 2. Special meeting of the members may be called by the President, Board of Directors, or not less than one-tenth of the members.

 

Section 3. The Board of Directors may designate any place, within the State of South Dakota, as a place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If all of the Board members meet at any time and place, either within or without the State of South Dakota, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

 

Section 4. Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally, by mail, or electronically at least five (5) days prior to the meeting, to each member entitled to vote at such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of special meeting, to each member entitled to vote at such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of special meeting or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his/her address as it appears on the records of the corporation.

 

Section 5. Any action required by the law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if consent in writing, setting forth the action so taken shall be signed by a quorum of the members entitled to vote with respect to the subject matter thereof.

 

Section 6. A quorum for the transaction of business at any meeting of the members of the corporation shall be all member present at the meeting. If a quorum is not present at any meeting of members, a majority of members present may recess or adjourn the meeting to another time without further notice.

 

ARTICLE III

 

BOARD OF DIRECTORS

 

Section 1. The affairs of the corporation shall be managed by its Board of Directors which shall consist of seven (7) members of the corporation.

 

Section 2. Three of the initial directors shall be elected for a one-year term and the remaining four for a two-year term. Thereafter, all directors? terms will be for two years.

 

Section 3. A regular annual meeting of the Board of Directors shall be held without other notice than this Bylaw, immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide by resolution the time and place, either within or without the State of South Dakota for holding of additional regular meetings of the Board without other notice than such a resolution. The Board of Directors and officers shall be elected at the annual meeting and take office, following the meeting.

 

Section 4. Special meetings of the Board of Directors may be called by or at the request of the president or any four (4) Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of South Dakota as the place for holding any special meeting of the Board called by them.

 

Section 5. Notice of any special meeting of the Board of Directors shall be given at least ten (10) days previously thereto by written notice delivered personally or sent by mail to each Director at his/her address shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting. Except where a Director attends a meeting for the express purpose of objecting to the transaction of any business the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.

Section 6. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present either in person or telephonically at said meeting, a majority of the Directors present may recess or adjourn the meeting to another time without further notice.

 

Section 7. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.

 

Section 8. Directors, such as, shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board and reimbursement for other incidental out-of-pocket expenses.

 

Section 9. Any vacancy occurring in the Board of Directors shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

 

Section 10. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at the meeting of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.

 

Section 11. The Board of Directors may also appoint five (5) members to a Board of Advisors which shall serve in an ex-officio capacity with no voting eligibility. Such advisors shall serve at the pleasure of the Board of Directors.

 

Article IV

 

OFFICERS

 

Section 1. The officers of the corporation shall be a President, Vice President, Secretary and Treasurer.

 

Section 2. The officers of the corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors and shall serve terms of one year each. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New officers may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified. All officers shall be selected from among the members of the Board of Directors.

 

Section 3. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the corporation would be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the officer removed.

 

Section 4. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

 

Section 5. The President shall be the Chief Executive Officer of the corporation shall preside at all meetings of the corporation, of the Board of Directors and the Executive Committee and in general he shall perform all duties incident to the office of President and such other duties may be prescribed by the Board of Directors from time to time.

 

Section 6. In the absence of the President, or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President.

 

Section 7. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors; see that all notices are duly given in accordance with the provisions of the By-laws or as required by law; be custodian of the corporate records; keep a register of the post office addresses of each member, which shall be furnished to the Secretary by such member; and in general preform all duties incident to the office of the Secretary and such other duties from time to time maybe assigned to him/her by the President or by the Board of Directors.

 

Section 8. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks or other depositories as shall be selected in accordance with these Bylaws. He/she shall give bond, at the expense of the corporation, in such amount, form and with such surety as maybe required by the Board of Directors.

 

Article V

 

COMMITTEES

 

Section 1. A Nominating Committee comprised of three (3) members of the corporation shall be elected by the general membership at the annual meeting to serve one (1) year. The Nominating Committee shall propose a name or names of nominees for directors at the next annual meeting of the members.

 

Section 2. The President shall also appoint the members of such other committees as the President or the Board of Directors may deem necessary. The members of such committees shall serve at the pleasure of the President.

 

Article VI

 

CONTRACTS, CHECKS, DEPOSITS, FUNDS, GRANTS, AND LOANS

 

Section 1. The Board of Directors may authorize any officer, or officers, agent or agents of the corporation, in addition to the officers authorized by these Bylaws, to enter into any contract or execute and deliver any instrument of the name and on the behalf of the corporation, and such authority may be general or confined to specific instances.

 

Section 2. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtness issued in the name of the corporation, shall be signed by at least two officers of the corporation.

Section 3. All funds of the corporation shall be deposited from time to time to the credit of the in such banks or other depositories as the Board of Directors may select.

 

Section 4. The corporation may accept any money or property grants or portions thereof from any member, producer, individual, foundation, business, corporation, or other legal entity as approved by the Board of Directors.

 

Section 5. The corporation may accept money or property loans or portions thereof from any member, producer, individual, foundation, business, corporation, or other legal entity as approved by the Board of Directors.

 

Article VII

 

OFFICES

 

Section 1. The principle office of the corporation in which the State of South Dakota shall be located in the town of Pierre, County of Hughes. The corporation may have other such offices, either within or without the State of South Dakota as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

 

Section 2. The corporation shall have and continuously maintain in the State of South Dakota a registered office, and a registered agent whose office is identical with such registered office. The registered office may be, but need not to be, identical with the principle office in the State of South Dakota, and the address of the registered office may be changed from time to time by the Board of Directors.

 

Article VIII

 

CERTIFICATED OF MEMBERSHIP

 

Section 1. The Board of Directors may provide for the issuance of certificate evidencing membership in the corporation which shall be in such form as may be determined by the Board. The name and address of each member and the date of issuance of the corporation shall be entered on the records of the corporation.

Article IX

 

BOOKS AND RECORDS

 

Section 1. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and shall keep at the registered or principle office a record giving the names and addresses of members.

 

Article X

 

FISCAL YEAR

 

Section 1. The fiscal year of the corporation shall begin on the first day of January and end on the last day of December.

Article XI

 

DUES

 

Section 1. The annual dues of member of this corporation shall be $20.00, payable to the South Dakota No-Till Association, Inc. or $35.00 for two years.

 

Section 2. The annual dues of associate members of this corporation shall be $20.00, payable to the South Dakota No-Till Association, Inc. or $35.00 for two years.

 

Section 3. When any member shall be in default in the payment of dues after January 1, membership thereupon be terminated by the Board of Directors in the manner provided in ARTICLE III of these Bylaws.

 

ARTICLE XII

 

AMENDMENTS TO BYLAWS

 

Section 1. These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a quorum of the members present at any regular meeting or at any special meeting, if at least ten (10) days written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting.

 

Section 2. These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a quorum of the members present at an annual meeting of the members of this corporation, or by a quorum of the Board of Directors present at any regular meeting or at any special meeting if at least ten (10) days written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting. Any alterations, amendments or changes and any Bylaws adopted at an annual meeting of the membership shall not be altered, amended, repealed or changed in a manner by the Board of Directors for a period of one year after such action is taken by membership.

 

Section 3. These Bylaws adopted by the Board of Directors of the South Dakota No-Till Association, Inc. at the organizational meeting thereof held in Pierre, South Dakota, September 15, 2016.

 

ARTICLE XIII

 

RULES OF ORDER

 

Section 1. Roberts Rules of Order shall be followed at the annual meeting of the members and at all the meeting of the Board of Directors, unless otherwise stated in these Bylaws.

 

IN WITNESS WHEREOF, these By-laws, after being duly voted upon and adopted hereby executed by the President and Secretary of said corporation on this 15 day ­­­of September, 2016.

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President

 

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Secretary