Northeast Ag and Feed Alliance Bylaws

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ARTICLE I
 
NAME AND PURPOSE
 
Section 1. NAME:   The name of the association shall be the Northeast Ag and Feed Alliance, Inc., doing business as the Northeast Ag and Feed Alliance, and hereinafter referred to as the association.  It shall be a not-for-profit organization, incorporated under the laws of Massachusetts.
 
Section 2. PURPOSE:  The purpose of the association shall be to foster the growth and prosperity of the animal agriculture industries in the Northeast. The Alliance will proactively support its members through initiatives in education, legislation and public relations.
 
ARTICLE II
 
MEMBERSHIP
 
Section 1.Classification: The membership of the association shall be divided into three (3) classes as outlined below. All members of each class shall be subject to the By-Laws
of this association and shall pay dues according to a schedule established annually by the Board of Directors. 
 
(a). Regular Members:  Any person, partnership, firm and corporation engaged in the business of distribution, manufacture or use of feed, feed ingredients, flour and allied products, grain, machinery, seed, fertilizer, farm chemicals, agribusiness supplies or services, and animal health products, shall be eligible for membership in the association.  Application for membership is subject to approval of the Board of Directors, who may delegate such approval to an authorized individual or committee.
 
(b). Affiliate Members:  Any person engaged in agribusiness primarily at the retail level, employed by a public agency,  providing consulting services to agribusiness, or otherwise interested in agriculture, is eligible for affiliate membership subject to approval  of the Board of Directors.
 
(c). Honorary Members:  The Board of Directors, at any duly organized meeting, may elect honorary members by unanimous vote of the Board members present.  Honorary members shall be exempt from the payment of any dues, assessments, or fees and shall be entitled to all the privileges of regular members, except the right to vote and hold office.  Honorary membership is accorded to those individuals previously recognized by this association’s predecessor organizations, the Eastern Federation of Feed Merchants and the New England Grain and Feed Council.
 
Section 2. Voting Rights:  Only regular members in good standing shall have the right to vote at the annual meeting and at any other membership meeting as scheduled by the Board of Directors, to hold office, and to serve as a member of the Board of Directors.  All other classes of membership are entitled to all the privileges of regular membership with the exception of those specifically reserved for regular members and as outlined herein. 
 
Each regular member shall have one (1) vote upon any question presented for action. There will be no proxy voting. 
 
Section 3. Membership Meetings:  
 
(a). Annual Meeting:  The annual meeting of this association shall be held each year on such a date and at such time as fixed by the Board of Directors.  Notice of such meeting shall be mailed to all members no less than 30 days prior to such meeting.
 
(b). Special Meetings:  Special meetings of the association may be called by the president at any time.  In addition, the President or Secretary shall call a special meeting if so requested by the Board of Directors or fifteen or more regular members.  The Secretary shall give ten days written notice of special meetings to each regular member.  All special meetings of the association shall state in the notice the specific object of such meeting.  No other business than that for which the special meeting was called shall be considered or transacted at any such meeting.
 
Section 4. Quorum:  The presence of at least ten percent of the regular members of the association, or fifteen members, whichever is least, shall constitute a quorum for conducting or transacting business at a membership meeting.
 
 
Section 5. Order of Business:  The rules contained in Roberts Rules of Order shall govern the procedure of any meeting of the association, its Board and its committees, so long as those rules are applicable and not in conflict with these By-Laws.
 
Section 6. Termination of Membership:  Annual dues must be paid within a time period established by the Board of Directors. Failure to pay within such time period shall result in termination of membership, including all rights and privileges thereof. 
 
ARTICLE III
 
BOARD OF DIRECTORS
 
Section 1. Power and Duties:  The Board of Directors shall be the governing body of the association.  The Board shall have the control and guidance of the association, and shall enact such rules as may be expedient for the government of the association, consistent with law, the terms of the Articles of Incorporation, and these By-Laws.  
 
Section 2.  Executive Director:  The Executive Director shall be the contracted operating agent of the association and shall report directly to the Board of Directors.  The Board of Directors shall approve the contractual relationship between the Association and the Executive Director including the establishment of the rate of compensation for the Executive Director.  The Executive Director shall carry out, supervise, and execute the policies, orders, and directives of the Association, the Board of Directors and the Executive Committee. In addition to the administrative duties of the position, the Executive Director shall make such reports, recommendations and suggestions to the president and Board of Directors and the Executive Committee that may, in the Executive Directive’s judgment, benefit the association and its members.  
 
Section 3. Annual Budget:  The Board of Directors shall adopt an annual itemized budget for the association which will be its financial guide through each fiscal year.  The association’s fiscal year shall begin on October 1st and end the following September 30th.   The annual budget will be generated by the Finance Committee and Executive Director, presented to the Executive Committee by August 15th   of each year for review and comment, and then presented to the Board of Directors by September 1st of each year for review and discussion prior to being voted on at the September Board of Director’s meeting.  The Association will account for its transactions in the normal course of business by using the principles of cash accounting system rather than that of an accrual method of accounting. Items included in the budget shall be considered authorized expenditures. Non-budgeted special projects must have Board of Director’s majority approved budgets prior to initiation.  
 
The annual budget will be developed to include a Cash Reserve equal to one year’s operating expense.The Finance Committee will determine the amounts to be held in the Reserve as part of its annual budget development process for the upcoming year.  Up to 50% of the Reserve’s funds may be accessed in the event of an extraordinary and unexpected purpose, event, or activity, but only upon consent of two-thirds of the entire Board of Directors.  The cash drawn from the reserve must be replenished within 12 months of being accessed through either receipts received and solicited from a fund raising activity that specifically targets that purpose, event or activity for which the funds were initially accessed, or by a onetime adjustment in the upcoming year’s dues structure as developed by the Finance Committee and ultimately approved by the Board.
 
Section 4. Membership of the Board: The Board of Directors shall be a 17-member body consisting of a president, vice-president, immediate past president, secretary, treasurer, and 12 Directors.  Each of the 12 Directors shall serve a three year term.  Four such Directors shall be elected each year on a revolving basis. 
 
Section 5.  Election of Directors:  Prior to the Annual Meeting, the Nominating Committee will present to the Board of Directors the list of qualified candidates it has recruited for nominees per Article V, Section 2 for its approval and possible revision prior to the Annual Meeting.  The final list of nominees shall be presented to the membership at the Annual Meeting, at which time nominations from floor will also be invited.  In the event of a contested directorship due to nomination from the floor, the four directors shall be elected by the membership in attendance at the Annual Meeting with the four candidates with the most votes being declared elected.  In the case of a tied vote for the 4th position, another ballot will be taken with those two remaining candidates as nominees.  The candidate with the most votes in the second ballet shall be declared seated as the 4th director being elected that year. 
  
Section 6. Vacancies:  A Director who is absent without good cause from three consecutive Board meetings shall be deemed to have resigned.  The Executive Committee will be charged with reviewing the circumstances surrounding these absences, and if no good cause for any of them is found, it shall declare that position on the Board to be vacant. In all cases of vacancy on the Board of Directors, the remaining members shall have the authority to select a replacement to fill the position until the next annual meeting. 
 
Section 7.  Meetings:  Regular meetings of the Board of Directors shall be held no less than four times a year, approximately once each quarter.  In addition, special meetings of the Board may be called by the President or at the request of any four members of the Board of Directors.
 
In advance of any meeting, written notice, which may be electronic notification with confirmed receipt, shall be provided to each member of the Board of Directors at least 14 days prior to such meeting.  The notice regarding a special meeting shall state the specific business of such meeting.
 
The physical or telephone connected presence of a majority of the members of the Board of Directors shall constitute a quorum at any meeting.  In the absence of the president and vice-president, the remaining members of the Board of Directors present may select a chair for the meeting.  In the absence of a quorum, any lesser number may adjourn from time to time until a quorum is present.
 
A matter formally discussed but not finally decided at a meeting may be subsequently be decided by electronic vote or facsimile transmissions of members of the Board of Directors.  Such actions are permissible only when a majority of those members of the Board of Directors voting have been present either in person or via telephone connection during the previous discussion at a meeting, and the matter under discussion was formally tabled. 
 
ARTICLE IV 
 
OFFICERS
 
Section 1.  Number, Term and Election:  The officers of the association shall be the president, first vice president, immediate past president, secretary, and treasurer.  These officers shall be members of the Board of Directors, and shall be elected for two-year terms by the Board of Directors immediately following the election of Directors by the membership at the annual meeting. The Nominating Committee shall submit to the Board of Directors qualified candidates for the officers’ positions as outlined in Article V, Section 2.  Once the Board of Directors has accepted the Nominating Committee’s report, nominations for any officer’s position may be made by Members of the Board of Directors and must be seconded by another member. If any of these positions become contested in this manner, a secret ballot shall be held with the candidates receiving the majority of the votes being declared elected to those positions  
.
The office of the president and 1st vice-president shall be limited to one (1) two year term, except during the year of 2010 when the offices of president and vice president may be exempt from the one term limit.  The secretary and treasurer’s positions shall be limited to three (3) consecutive two year terms beginning with the 2010 terms.
 
 Section 2. Duties of the President:  The president shall preside at the meetings of the association, the Board of Directors, and the Executive Committee, and shall be an ex-officio member with the right to vote, of all committees with exception of the Nominating Committee. The president shall also, at the annual meeting of the association and at other times as necessary, communicate to the association or to the Board of Directors such matters, and make such suggestions as may tend to benefit the association, and shall perform such duties as they pertain to the office of the president.  The President or a member of the Executive Committee as appointed by the President, will be the co-signer of all contracts negotiated on behalf of the association.  
 
Section 3. Duties of the Vice President:  In the absence of the president, or in the event of the president’s inability to act, the vice president shall perform the duties of the office of President of the association.
 
Section 4. Duties of the Secretary: The Secretary shall keep, or shall delegate to be kept, a record of all meetings of the association, the Board of Directors, and the Executive Committee.  The Secretary shall review all minutes kept at those meetings, if he or she were in attendance, and shall present same to the appropriate body at its next scheduled meeting for approval.   In the absence of the Secretary from any meeting, the presiding officer may appoint a secretary pro-tem who shall perform the function of the Secretary at that meeting, review the minutes of that meeting if delegated, and present same for approval at the next regularly scheduled meeting of that body.  The Secretary shall perform all other such duties as may be assigned to the office from time to time. 
 
Section 5. Duties of the Treasurer:
 
The treasurer shall be responsible for and oversee all financial administration of the organization.  The treasurer shall ensure that all payments are properly made and required receipts are obtained.    The treasurer shall render a report at regular meetings of the Board of Directors and at the annual meeting of the Association. The treasurer may delegate the handling of certain fiscal activities activity to the Executive Director but shall retain supervision of all accounts. The treasurer shall provide to the Board of Directors an annual financial review conducted by a certified public accountant, and this review will be made available to the membership at the annual membership meeting.  . The treasurer shall also serve in the role of Chairman of the Finance Committee and perform other duties from time to time that may be assigned to him or her by the Board of Directors. 
 
Section 6.  Vacancies:   Vacancies in any office shall be filled by the Board of Directors at the regular Board meeting immediately following the occurrence of said vacancy, or at a meeting specially called for that purpose. 
 
ARTICLE V
 
COMMITTEES
Section 1. Executive Committee:  The Executive Committee shall consist of the president, vice president, secretary, treasurer, and immediate past president. Meetings may be called by the president or any three members.  Three members shall be considered a quorum for the transaction of business.  The Board of Directors may delegate to the Executive Committee all or any stated portion of the functions and powers of the Board of Directors, subject to the general direction, approval and control of the board.
 
Section 2.  Nominating Committee:   Prior to the annual meeting of the association, the President shall appoint a Nominating Committee of which the chair shall be a member of the Board of Directors. This Committee shall recruit qualified nominees from the regular membership, including existing Directors, who are willing to fill the four (4) expiring Directorships.  In the years that the officers’ terms are expiring, this committee will also solicit from the current Board of Directors candidates to fill those expiring positions.  If this creates a vacancy on the Board of Directors, the Nominating Committee will submit names of qualified candidates to recommend to the Board in filling such vacancies as outlined in Article III, Section 5 
 
Section 3:  Finance Committee:  The finance shall be comprised of no less than three (3) members, of which one will be the Treasurer of the Association who will chair the committee.  At least one other member of the committee will be from the current membership of the Board of Directors.  All other members will be solicited from those holding regular membership in the association.  The committee will assist the Treasurer in reviewing the association’s finances.  It shall be responsible, together with the Executive Director,  for developing the annual budget for presentation to the Executive Committee by August 15th of each year for its review and comments, and then to the Board of Directors by September 1st each year for its review prior to full discussion and adoption at its September meeting.  The committee will be expected to perform other duties that may be assigned to it from time to time by the President or the Board of Directors. 
 
Section 3. Other Committees:  The president shall have the power to appoint such committees, standing or special, as the Board may deem necessary for the transaction of the business of the association. All committees shall perform according to the operating guidelines of the association.  The president shall appoint the individuals to chair all committees, and shall also appoint the members of all committees, in consultation with the committee chairs.  All committee members must be regular, affiliate or honorary members of the association.
 
ARTICLE VI
 
AMENDMENTS
 
These By-Laws may be amended in whole or in part by a two-thirds vote of the Directors present at any regular or special Board meeting.  Any members of the association may request that such amendment adopted by the Board be ratified by mail vote of two-thirds of those members returning ballots, provided that such request is made within sixty days of the Board’s action.  Should such amendment then fail of ratification, the By-Laws shall return to their status prior to Board adoption of the amendment.
 
Any member of the association may submit to the Directors a request for amendment of the By-laws.
 
ARTICLE VII
 
INDEMNIFICATION
 
Unless otherwise prohibited by law, the association shall indemnify any director or officer or any former director or officer, and shall by resolution of the Board of Directors indemnify any member, against any and all expenses and liabilities incurred by him or her in connection with any claim action, suit, or proceeding to which he or she is made a party by reason of being a director, officer or member.  However, there shall be no indemnification in relation to matters as to which he or she shall be adjudged to be guilty of a criminal offense or liable to the association for damages arising out of his or her own gross negligence in the performance of a duty to the association.
 
Amounts paid in indemnification of expenses and liabilities shall include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer or member.  The association shall advance expenses or, where appropriate, shall itself undertake the defense of any director, officer, or member.  However, such director, officer or member shall repay such expenses if it should be ultimately determined that he or she is not entitled to indemnification under this article.
 
The Board of Directors shall also authorize the purchase of insurance on behalf of any director, officer, member or other agent against any liability incurred by him which arises out of such person’s status  as a director, officer, member or agent, whether or not the Corporation would have the power to indemnify the person against the liability under law.  
 
 
Bylaws approved by Board of directors June 24, 2010.