Association Bylaws

As amended Dec. 9, 2015

ARTICLE I. MEMBERSHIP

(This Article shall not go into effect until 10/1/2016.  Until such time, provisions regarding Membership as contained in Article I of the Association’s Bylaws as amended on 12/7/2011 remain in effect.)

Section 1. AFFILIATE MEMBERSHIP

Affiliate Membership shall exist for any duly organized and operating state soybean association or multi-state soybean association that: (a) satisfies the requirements set forth in Article X of these Bylaws and/or any other requirements contained in the then-existing American Soybean Association Affiliation Agreement (“Affiliation Agreement”); (b) has executed such Affiliation Agreement; and (c) has invested in the Association as outlined in Article IV, Section 2 of these Bylaws.

Section 2. GENERAL MEMBERSHIP

Any person who is a member of an affiliated state or multi-state soybean association that has Affiliate Membership status in the Association shall be granted general membership in the Association at no charge, provided the affiliated state or multi-state soybean association submits the person’s membership information to the Association.

Any person residing in a state without Affiliate Membership status or residing outside the United States may become members of the Association by paying individual dues as established by the Association.

Section 3. ASSOCIATE MEMBERSHIP.

Organizations or companies investing Two Hundred Fifty Dollars ($250) or more in the Association’s programs/functions shall be granted a one-year Associate Membership.

Section 4. 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 5. HONORARY MEMBERS.

Any person who has 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 an honorary member of the Association and shall not be required to pay dues, but shall have all rights and privileges of general membership.

Section 6. CANCELLATION OR REFUSAL OF MEMBERSHIP.

The Board of Directors may, at any time, by majority vote, cancel the membership of any affiliated state or multi-state soybean association, or refuse membership to any state or multi-state soybean association, when the welfare of the Association, in their judgment, justifies such action.

The Board of Directors may, at any time, by majority vote, cancel the membership of any general, associate, foreign contributing, or honorary member, or refuse membership to any person, company or other organization, when the welfare of the Association, in their judgment, justifies such action.

No membership shall be cancelled except pursuant to a procedure that complies with the minimum requirements of applicable law.

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 members at any time or place, on the President’s own motion or at the request of twenty-five percent (25%) of the Directors. The President shall notify the Secretary of the time and place thereof and direct the giving of notice as provided herein.

Section 3. NOTICE OF MEETINGS.

The Secretary shall deliver via mail, email, or facsimile 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.

Section 4. QUORUM.

A majority of the member 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

(This Article shall not go into effect until 10/1/2016.  Until such time, provisions regarding Voting At Meetings of Members as contained in Article III of the Association’s Bylaws as amended on 12/7/2011 remain in effect.)

Section 1. VOTING LIMITED TO MEMBER VOTING DELEGATES.

Voting at meetings of the members of the Association shall be limited to member voting delegates (or their alternates) from duly affiliated state or multi-state soybean associations.

Section 2. NUMBER OF MEMBER VOTING DELEGATES AUTHORIZED.

Each affiliated state or multi-state soybean association may select voting delegate(s) and an alternate delegate for each such voting delegate in such numbers as determined according to the following:

(a) Each director of an affiliated state or multi-state soybean association shall be a member voting delegate of the Association. This group shall equal one-third of total member voting delegates.

(b) A number of individuals equal to the number of directors of each affiliated state or multi-state soybean association shall be member voting delegates of the Association. This group shall equal one-third of total voting delegates.

(c) A number of individuals equal to one-third of the total number of member voting delegates shall be allocated to the affiliated state or multi-state soybean associations in accordance with each affiliated state or multi-state soybean association’s percentage of total members in the Association’s database as of September 30, 2015, applied for five consecutive fiscal years (2017-2021). After fiscal year 2021, this one-third is a number equal to the directors each state has on the board. 

Section 3. CREDENTIALS OF THE MEMBER VOTING DELEGATES.

At least thirty (30) days prior to the annual meeting of the members of each affiliated state or multi-state soybean association, the Association shall notify each such affiliated state or multi-state soybean association of the number of the Association’s member voting delegates it may elect, together with an alternate delegate for each such member voting delegate. Prior to January 1 of each year, each affiliated state or multi-state soybean association shall notify the Association of the names and addresses of the member voting delegates and their respective alternate, which shall be furnished to the Governing Committee of the Association for use at subsequent meetings of the Association’s members. A person may be listed as an alternate for more than one member voting delegate; provided, however, no person may actually serve as an alternate for more than one member voting delegate at a meeting of the Association’s members.

To serve as a member voting delegate or alternate at a meeting of the Association’s members the following credential requirements must be satisfied:

(a) The individual must have a current membership in the affiliated state or multi-state soybean association and the Association.

(b) The individual must be duly selected by the affiliated state or multi-state soybean association.

(c) The individual may not be an officer, director or employee of any other national soybean policy organization (as defined in Article X, Section 1 of these Bylaws).

Section 4. MEMBER VOTING DELEGATE TERMS.

Each member voting delegate and alternate shall serve in such capacity for a one-year term commencing with February 1 after their election and shall attend all meetings of the Association’s members held during such term.

Section 5. VOTING.

Each member voting delegate or such member voting delegate’s alternate in the event the alternate is exercising the vote of the member voting delegate shall be entitled to one vote on matters at meetings of the Association’s members. Such votes shall not be controlled by any other member voting delegate, or by the majority of the voter’s delegation, or by any “unit rule”, or by any other means, direct or indirect. Votes may not be cast by proxy or by any means other than in person. In the absence of a member voting delegate, the alternate may vote in the member voting delegate’s stead. If a member voting delegate and the alternate are both absent from a meeting of the Association’s members, the chairman of the applicable affiliated state or multi-state soybean association, with the approval of the Governing Committee of the Association, may appoint a temporary alternate to vote at such meeting of the Association’s members. 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 member voting delegate or acting alternate may request a vote be taken by written ballot.

Section 6. FILLING VACANCIES.

Any vacancy of a member voting delegate or alternate position due to death, incapacity, resignation or non-membership may be filled by the applicable affiliated state or multi-state soybean association, and the replacement’s name and address shall be furnished to the Association. Such replacement, after receiving approval by the Governing Committee of the Association, shall fill the unexpired term of the member voting delegate or alternate so replaced and may vote at any meeting of the Association’s members with the same rights and duties as the person replaced.

Section 7. MEMBERS’ PRIVILEGE

At any meeting of the Association’s members, any member may be granted the floor at the pleasure of the presiding officer to speak on any matter, but only a member voting delegate or acting alternate may make any motion or vote on any matter at any such meeting.

ARTICLE IV. AFFILIATED ASSOCIATION INVESTMENT AND BOARD OF DIRECTORS

(This Article shall not go into effect until 10/1/2016.  Until such time, provisions regarding Board of Directors as contained in Article IV of the Association’s Bylaws as amended on 12/7/2011 remain in effect.)

Section 1. QUALIFICATIONS.

A candidate for a director position on the Association’s Board of Directors must satisfy the credential requirements of a member voting delegate as specified in Article III, Section 3 of these Bylaws. In addition, only persons who are actual producers of soybeans, either as farm operators, managers or producer-landlords, shall be eligible for election to the Association’s Board of Directors by any affiliated state or multi-state soybean association.  Employees of state or national soybean organizations shall not be eligible to serve on the Board of Directors.

Section 2. LEVEL OF INVESTMENT AND NUMBER OF DIRECTORS.

Representation on the Association’s Board of Directors shall be based on affiliated state or multi-state soybean association investment levels. Each duly affiliated state or multi-state soybean association may elect directors to serve on the Association’s Board of Directors.

(a) Director positions on the Association’s Board of Directors shall be earned based on affiliated state or multi-state soybean association investment levels as follows, with ten (10) director positions on the Association’s Board of Directors being the maximum number any affiliated state or multi-state soybean association can earn.

Investment amounts are cumulative by levels.

Level Investment Amount Total Positions on the Association’s Board of Directors

Level 1

Affiliate with Less than 1% of soybean acres

Affiliate with 1% to 1.99% of soybean acres

Affiliate with 2% to 2.99% of soybean acres

Affiliate with 3% or more of soybean acres

 

$1,000

$4,500

$10,000

$15,000

1

 

 

 

 

Level 2 + $30,000 2
Level 3 + $35,000 3
Level 4 + $35,000 4
Level 5 + $35,000 5
Level 6 + $40,000 6
Level 7 + $40,000 7
Level 8 + $40,000 8
Level 9 + $40,000 9
Level 10 + $40,000 10

Investment Level 1 is based on “harvested” soybean acres from United States Department of Agriculture (USDA) data, using a three-year average. The initial three-year average will use 2013, 2014 and 2015 USDA data.

Investment rates and percentages for Levels 1 through 10, as outlined in this Article IV, Section 2, are to be static in for five years, which are fiscal years 2017, 2018, 2019, 2020 and 2021. Thereafter, any investment level and percentages may only be amended by a vote of the Board of Directors, in which Directors representing at least two-thirds of the affiliated state or multi-state soybean associations are in the majority.

After the five-year static period, USDA data on harvested soybean acres for 2018, 2019 and 2020 will be used to determine a new three-year average for Level 1 investment to become effective in fiscal year 2022, which will commence on October 1, 2021. Thereafter, each year the three-year average soybean acres harvested will be refigured by adding the next consecutive year to the calculation and dropping the oldest year.

(b)  Duly affiliated state or multi-state soybean associations shall make a “minimum” annual unrestricted investment commitment to the Association beginning in fiscal year 2017, which shall be stated in an executed Affiliation Agreement and shall apply for five years, which are fiscal years 2017, 2018, 2019, 2020 and 2021.

An affiliated state or multi-state soybean association may increase its total investment at any time and earn additional positions on the Association’s Board of Directors based on investment levels outlined in this Article IV, Section 2. However, credit will be given for additional positions on the Association’s Board of Directors earned through mid-fiscal year investments, and the positions on the Association’s Board of Directors awarded in the next fiscal year.

(c) The number of Directors for each affiliated state or multi-state soybean association shall be based on such associations’ investment level with the Association. Prior to September 1 of each year, affiliated state or multi-state soybean associations must notify the Association in writing of the number of directors they intend to have serve on the Association’s Board of Directors for the coming fiscal year.

Each affiliated state or multi-state soybean association’s annual minimum unrestricted investment will be divided into four installments due to the Association quarterly, on or before October 1, January 1, April 1 and July 1.

Affiliated state or multi-state soybean associations past due in payment of any quarterly payment by more than forty-five (45) days shall automatically lose a percentage of such association’s positions on the Association’s Board of Directors and member voting delegates that corresponds to the percentage of payment shortfall, but shall not equal less than one position on the Association’s Board of Directors or member voting delegate and any non-evenly divisible, fractional amount of shortfall shall be rounded up in a manner that results in the loss of a whole position, with such positions on the Association’s Board of Directors and member voting delegates automatically reinstated when such past due payment is made.  For example, if affiliated state X’s annual total investment due to be paid for four directors is $115,000 with quarterly payments due of $28,750 but it makes a quarterly payment of only $20,000 and is more than 45 days in arrears on the remaining quarterly payment sum, state affiliate X automatically would lose two director positions until the past due amount is paid ($28,750 divided by four positions = $7,187.5 quarterly payment due per position with full quarterly payments made by affiliate X for only two positions). The Association’s calculation and determinations under this paragraph shall be final and incontestable.

Section 3. NONVOTING DIRECTORS.

The following soybean organizations may each elect one non-voting director to the Association’s Board of Directors:

(a) Any soybean organization from a country other than the United States that has at least one hundred (100) dues paying members and is approved by the Association’s Board of Directors; or

(b) The Grain Farmers of Ontario provided that the organization maintains at least one hundred (100) dues paying members.

Section 4. TERMS OF DIRECTORS.

(a) Each director shall be elected for a three-year term.

(b) No director may serve on the Association’s Board of Directors for more than three consecutive three-year terms; however, after any former director has been off the Association’s Board of Directors for one full year, such former director may be reelected as a director for no more than three further consecutive three-year terms. For directors seated on the ASA Board of Directors prior to December, 2015, no partial term or service in filling the unexpired term of a previous director shall be counted in determining the consecutive period a director may serve.  For directors elected to begin service on the ASA Board of Directors on or after December, 2015, their term will commence with the first annual meeting following their election.

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

(d) At least thirty (30) days prior to the commencement of a director’s term, the affiliated state or multi-state soybean association they represent shall certify their names and addresses to the Secretary of the Association, and the Secretary shall furnish the same to the Governing Committee of the Association.

Section 5. DISPUTES AS TO NUMBERS TERMS OR QUALIFICATIONS.

If any dispute arises as to the numbers, terms or qualifications of any director elected by any affiliated state or multi-state soybean association, such disputes shall be resolved by the Governing Committee of the Association. The Governing Committee shall furnish a report to the President of the Association prior to the annual meeting of the Association’s Board of Directors regarding the names of each director duly elected by the affiliated state or multi-state soybean associations, and the President shall report the names of such directors at said annual meeting.

Section 6. PAYMENT OF EXPENSES.

The Board of Directors may authorize payment of actual expenses of any officer or director of the Association incurred in attending meetings of the members, the Board of Directors and committees of the Association, or while engaged in performing their assigned functions and in carrying out the purposes of the Association.  Payment of such actual expenses shall be made 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 the President’s own motion or at the request of at least twenty-five percent (25%) of the directors. The President shall notify the Secretary of the time and place thereof and direct the giving of notice as provided herein.

Section 3. NOTICE OF SPECIAL MEETINGS.

The Secretary shall give each director written notice of the time and place of each such special meeting of the Board of Directors, at least five (5) days before the date of the meeting. Such notice shall be deemed sufficient if emailed or mailed to the last known address of a director.

Section 4. WAIVER OF NOTICE.

The attendance of any director at any special meeting shall constitute a waiver of such notice. 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 a 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 members of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors. However, less than a quorum may adjourn a meeting to any other time.

Section 6. PROXY VOTING AND ALTERNATES.

No proxy voting shall be allowed at any meeting of the Board of Directors. However, in the absence of a director, the affiliated state or multi-state soybean association that such absent director represents may name a temporary alternate by written notification to the Association. Any alternate must satisfy all credential requirements of a director.

Section 7. TELEPHONIC PARTICIPATION.

Attendance at a meeting of the Board of Directors may be either in person or by any means by which all directors are able to simultaneously hear one another.

Section 8. ACTION WITHOUT MEETING BY UNANIMOUS WRITTEN CONSENT.

Unless otherwise provided by law, any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if consent in writing setting forth the action so taken is signed by all the directors and delivered to the President. The written consent shall specify the time at which the action taken is to be effective. The written consent can be delivered to the President via U.S. mail, email, or facsimile. A written consent shall not be revoked once all written consents signed by all of the directors have been delivered.

Section 9. 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.

ARTICLE VI. OFFICERS AND GOVERNANCE

Section 1. GOVERNANCE.

The business and affairs of the Association shall be governed by a nine-member Governing Committee consisting of the President, Chairman, Vice President, Secretary, Treasurer and four at-large members elected by the Association’s Board of Directors. The Governing Committee may do or perform any act related to daily governance of the Association, except that such committee shall have no power to amend these Bylaws, adopt a strategic plan for the Association, or approve or disapprove affiliate state or multi-state soybean association membership in the Association; which acts are expressly reserved as actions that may only be taken by the Board of Directors. The Governing Committee shall be responsible for fiscal and administrative affairs, monitoring available funding and budget approval. The Governing 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 the Association’s personnel policies.  The Governing Committee is responsible for the oversight of the Association’s Chief Executive Officer (CEO), who in turn oversees the association’s other employees and contractors.

Section 2. ELECTION OF OFFICERS.

At each annual meeting of the Board of Directors, the Board of Directors shall elect officers and at-large members of the Governing Committee.  Individuals elected to the Governing Committee must be voting members of the Board of Directors.   Individuals elected to the Governing Committee shall serve one-year terms to commence immediately following the election.

Section 3. PRESIDENT.

The President is the principal elected officer of the Association. The President shall preside at all meetings of the Governing Committee and at all meetings of the Association’s members, 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 office of President. The President may serve no more than one one-year term, but a partial term shall not be counted in applying this limitation.  Unless otherwise provided in these Bylaws, the President is responsible for making appointments to committees and advocacy teams.

Section 4. VICE PRESIDENT.

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

Section 5. 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 by the President or the Board of Directors. The chairman of the Board of Directors shall serve as chairman of the Association’s Nominating Committee and Bylaws Committees.

The Chairman may serve past a nine-year term limit provided the Chairman is duly elected to the Association’s Board of Directors by the affiliated state or multi-state soybean association the Chairman represents. In the event the Chairman serves an additional year beyond the nine-year term limit, the additional year will be considered the first year of the succeeding director’s initial three-year term.

Section 6. AT-LARGE MEMBERS.

There shall be four at-large members of the Governing Committee.

Section 7. 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’s members, the Board of Directors and the Governing Committee, and the making of annual reports and such other reports as the Board of Directors may request or as may be required by law. The Secretary may perform all of the duties of the position by the delegation thereof to the Chief Executive Officer or such other person designated by the Board of Directors. The Secretary may serve as the Assistant Treasurer.

Section 8. TREASURER.

The Treasurer shall supervise the keeping of the financial records of the Association, 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 of Treasurer. The Treasurer may perform all of the duties of the position by the delegation thereof to the Chief Executive Officer or such other person designated by the Board of Directors.

Section 9. 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 provisions as herein prescribed for the Treasurer. The Assistant Treasurer position may be filled by the Secretary.

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, affected, 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 Article 6, Section 8 of these Bylaws, the Treasurer shall have no personal liability for monies or property of the Association and need not be bonded.

ARTICLE VII. COMMITTEES AND TEAMS OF THE BOARD OF DIRECTORS

Except as otherwise provided in these Bylaws and with the exception of the Governing Committee of the Association, the President shall appoint the members of the following committees of the Board of Directors. Each such committee or team shall consist of no fewer than three (3) directors and shall fulfill the functions and responsibilities as directed by the Board of Directors. Other members of the Association may also be appointed to such committees or team. All committees or teams of the Board of Directors shall be chaired or co-chaired by a voting director of the Association unless otherwise provided in these Bylaws.  All committees or teams shall serve at the pleasure of the President.

Section 1. GOVERNING COMMITTEE.

The Board of Directors shall elect a nine-member Governing Committee as set forth in Article VI, Section 1 of these Bylaws.

Section 2.  ADVOCACY TEAMS.

The President shall appoint the members of one or more Advocacy Teams as the President or Board of Directors may deem necessary from time to time to carry out the advocacy work of the Association. The Advocacy Teams shall be involved in monitoring policy actions, analyzing policy, developing advocacy action plans, providing advocacy leadership and participating in various advocacy efforts, as related to their specific area.

Section 3.  TRADE POLICY & INTERNATIONAL AFFAIRS COMMITTEE.

The Trade Policy & International Affairs (TPIA) Committee is responsible for determining export promotion priorities, strategies, and funding levels for the investment of USDA/Foreign Agricultural Service (FAS) funding received by the Association as the “cooperator” with FAS.  The TPIA Committee also may serves as the Trade Advocacy Team in establishing trade policy and market access advocacy objectives and plans.

Section 4. WISHH COMMITTEE.

The World Initiative for Soy in Human Health (WISHH) Committee will operate under the Association’s WISHH Committee Operating Guidelines. On an annual basis, the WISHH Committee will nominate new members to the committee and the chair will present a list of nominees to the Association’s President for appointment.

Section 5. STRATEGIC PLANNING COMMITTEE.

The Strategic Planning Committee is responsible for reviewing and evaluating the mission and vision of the Association. It is responsible for recommending strategies to the Board of Directors relative to long-term issues and opportunities.

Section 6. AUDIT COMMITTEE.

The Audit Committee shall be composed of two members from the Governing Committee, four members from the Board of Directors plus the Association’s Treasurer in an ex-officio, non-voting position. Such committee shall recommend to the Board of Directors 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 7. NOMINATING COMMITTEE.

Each year, prior to the annual meeting of the Board of Directors, the Nominating Committee, consisting of no fewer than three members from the Board of Directors, shall present nominations for the officers to be elected at such annual meeting. Additional nominations may be made by any Director at such meeting.

Section 8. BYLAWS COMMITTEE.

The Bylaws Committee shall annually review the Association’s Bylaws to ensure they are current, relevant and meet the needs of the Association to function as a viable, legal organization. The Committee shall propose amendments to the Board of Directors for consideration and approval, if appropriate.

Section 9. COUNCIL OF PAST PRESIDENTS.

All past presidents of the Association shall be members of a group to be known as the Council of Past Presidents, with the Chairman of the Board of Directors as its chairman. Such council shall serve only as an advisory group at the request of the Board of Directors. Any member of such council who is not a current member of the Board of Directors shall serve on such council at such member’s own expense.

Section 10.  OTHER COMMITTEES.

The President shall appoint the members of such other or additional committees, advocacy teams, task forces, or working groups as the President or Board of Directors may deem necessary from time to time to carry out the work of the Association.

ARTICLE VIII. APPOINTMENT TO USSEC

On an annual basis, the President shall consult with the Governing Committee and appoint representatives from the Association’s Board of Directors to serve as the Association’s representatives on the Board of the U.S. Soybean Export Council (USSEC). The Association’s Board of Directors may remove any such representative serving on the USSEC Board at any time by majority vote, with or without cause.

ARTICLE IX. AFFILIATED STATE OR MULTI-STATE SOYBEAN ASSOCIATIONS

(This Article shall not go into effect until 10/1/2016.  Until such time, provisions regarding Affiliates: State or Multi-State Associations as contained in Article XII of the Association’s Bylaws as amended on 12/7/2011 remain in effect.)

Section 1. AFFILIATION.

At any annual, regular or special meeting, the Board of Directors of the Association may, upon written request, recognize any duly organized state or multi-state soybean association as an affiliate of the Association and grant Affiliate Membership so long as it meets all five of the following requirements:

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

(b) It is not itself a member of nor is it affiliated with any other national soybean policy organization. “Soybean policy organization” means a nonprofit organization primarily dedicated to improving the condition of American soybean producers or some segment thereof substantially through policy and legislative advocacy work at the national level.

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

(d) It agrees to sign an Affiliation Agreement and invest in the Association as outlined in Article IV, Section 2 of these Bylaws.

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

Section 2. DISAFFILIATION.

If at any time the Board of Directors determines that any affiliated state or multi-state soybean association has failed to meet any of the foregoing requirements for affiliation or has breached its duties regarding applicable investment levels in the Association as outlined in Article IV, Section 2 of these Bylaws or the coordination of policies or has taken actions contrary to the best interests of the Association, such affiliated state or multi-state soybean association shall be notified of its opportunity to cure the deficiency or breach within one hundred eighty (180) days of receipt of notice. During this one hundred eighty (180) day period, the Association and such affiliated state or multi-state soybean association shall meet in good faith to attempt to reach resolution. Upon failure to timely cure the specified deficiency or breach and reach resolution, the Association’s Board of Directors may proceed with disaffiliation pursuant to the procedure required by law.

Section 3. COORDINATION OF POLICIES.

The public policy of the Association and affiliated state or multi-state soybean association members should be coordinated and consistent. An affiliated state or multi-state soybean association shall not actively oppose the Association’s national or international public policy as adopted by either the Association’s member voting delegates or the Association’s Board of Directors.

If an affiliated state or multi-state soybean association votes to adopt policy contrary to that of the Association, it shall notify the Association’s President at its earliest opportunity. An affiliated state or multi-state soybean association agrees not to oppose the announced policy of the Association except at the next annual meeting of the Association’s members or any meeting of the Association’s Board of Directors. Conversely, the Association will not knowingly, actively oppose any affiliated state or multi-state soybean association’s policy. If the Association adopts or seriously considers the adoption of any state level policy contrary to any affiliated state or multi-state soybean association’s policy, it will bring this fact to the attention of such affiliated state or multi-state soybean association’s President at its earliest opportunity.

ARTICLE X. REMOVAL OF OFFICERS AND DIRECTORS

Section 1. REMOVAL OF OFFICER.

Any officer of the Association who is absent from more than two (2) Governing Committee meetings or two (2) Board of Directors meetings during a calendar year may be removed without further cause at any regular or special meeting by the Board of Directors. For purpose this Article XI, Section 1, missing more than half of a meeting shall be deemed an absence.

Section 2. REMOVAL OF DIRECTOR.

Any member of the Board of Directors who was elected to such position by an affiliated state or multi-state soybean association may be removed by such affiliated state or multi-state soybean association, provided the authority for such removal is contained in the Articles of Incorporation or bylaws of such affiliated state or multi-state soybean association and upon condition that the prescribed procedure therefore has been followed. Such removal shall be effective upon receipt by the [Secretary] of the Association of a formal notice from such affiliated state or multi-state soybean association that it has removed such director.

ARTICLE XI. FILLING DIRECTOR OR OFFICER VACANCIES

Section 1. FILLING VACANT OFFICE.

In the event of any vacancy of an officer position, whether from death, resignation or removal, the Board of Directors may fill such vacancy by an election held for that purpose at the next regular or special meeting of the Board of Directors. Any person elected to fill a vacant officer position shall fill the unexpired term of the predecessor in office.

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 or multi-state soybean association that elected such director to the Board of Directors may fill such vacancy; provided, however, such affiliated state or multi-state soybean association must remain entitled to such number of directors under Article IV, Section 2 of these Bylaws.

ARTICLE XII. AFFILIATE INVESTMENT AND DUES

(This Article shall not go into effect until 10/1/2016.  Until such time, provisions regarding Dues as contained in Article XV of the Association’s Bylaws as amended on 12/7/2011 remain in effect.)

Section 1. MEMBERSHIP.

The Board of Directors shall establish affiliated state or multi-state soybean association investment levels and dues rates for general membership, associate membership and foreign contributing membership. Each affiliated state or multi-state soybean association’s annual minimum unrestricted investment shall be divided into four installments due to the Association quarterly, on or before October 1, January 1, April 1 and July 1 of each fiscal year.

Section 2. USE OF affiliated state or multi-state soybean association INVESTMENTS.

The Association, being a nonprofit corporation, shall use affiliated state or multi-state soybean association investment funds for promotional work and to further the objectives set out in the Association’s Articles of Incorporation. The affiliated state or multi-state soybean association investments and any other monies derived from other sources, if any, not used by the Association for current operations, shall be available for educational work, promotion of objectives, research and market development.

Section 3. DELINQUENCY AND EXPIRATIONS.

Any affiliated state or multi-state soybean association that shall be delinquent in its quarterly payments for a period of forty-five (45) days or more from the time payment was due shall be considered past due. In the event such delinquency in payment continues for more than ninety (90) days, the Board of Directors, in its sole discretion, may deem all rights and privileges of such affiliated state or multi-state soybean association forfeited.

ARTICLE XIII. FISCAL YEAR

The fiscal year of the Association 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.

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

Section 2. LIABILITY OF OFFICERS AND DIRECTORS, AND MEMBERS.

Except as otherwise provided by law, an employee, member, officer or director of the Association is not liable for the Association’s debts or obligations. Further, an employee, member, officer or director is not personally liable in that capacity to any person for any action taken or failure to take any action in the discharge of that person’s duties except for any of the following:

(a) The amount of any financial benefit to which the person is not entitled.

(b) An intentional infliction of harm on the Association or its members.

(c) Voting for or assenting to any distribution of corporate assets in violation of Section 504.835 of the Iowa Code, as amended.

(d) An intentional violation of criminal law.

Section 3. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

The Association will indemnify its directors and officers to the fullest extent permitted by law.

ARTICLE XV. RULES OF ORDER

Robert’s Rules of Order shall be the authority on all points not covered by the Association’s Articles of Incorporation or these Bylaws.

ARTICLE XVI. CORPORATE RECORDS

The Association will keep correct and completed books and records, minutes of Board of Directors meetings and meetings of the Association’s members, records of all actions taken by its members or directors without a meeting, minutes of all meetings of committees of the Board of Directors, a membership list, all appropriate accounting records, and such other records as required by law. It shall retain those records for the time period required by law. The Association shall keep all records, books, and annual reports of the financial activity of the Association at its principal office. The Association shall make available to members for a valid purpose, asserted in good faith, and directly related to the member’s interest as a member, those corporate records as required by law, to the extent and in the manner required by applicable law.

ARTICLE XVII. AMENDMENTS

These Bylaws may be amended at any time by the Board of Directors with two-thirds majority of members present voting in the affirmative or a simple majority if ten (10) days prior notice is given for the proposed amendments. Notwithstanding the foregoing, the Investment Levels 1 through 10, as outlined in Article IV, Section 2 of these Bylaws, may be amended only by a vote in which directors representing at least two-thirds of affiliated state or multi-state soybean associations are in the majority.

ARTICLE XVIII. 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 Association 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 shall authorize the execution and filing of such applications and documents as may be necessary to qualify the Association to do business in any state or territory of the United States or in any other country, and shall designate such agent or agents as required for conducting business in such state, territory or country.