As amended December 7, 2011
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. Dues payment may be from the person seeking membership or payment may be sponsored by a state affiliate or other business organization, corporation, partnership or other agency engaged in the promotion and interests of soybeans or soy products. 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 member. 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. No membership shall be cancelled except pursuant to a procedure which complies with the minimum requirements of the Iowa law.
Section 6. MEMBERSHIP TRANSFER.
No ASA membership is transferable.
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 his own motion or at the request of twenty-five (25%) of 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 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.
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, as defined as Article XII.
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. Any person may be listed as an alternate for more than one delegate; however no person may actually serve as an alternate for more than one delegate at a time.
To serve as a Voting Delegate at ASA’s Annual Meeting of Members the following credential requirements must be met:
(a) The individual must have a current membership in the American Soybean Association.
(b) The individual must be a producer of soybeans as a farm owner, farm manager or farm operator.
(c) The individual must be selected by a soybean association that is duly affiliated with ASA.
(d) The individual may not be an officer or director of any other national soybean policy organization as Defined in Article XII.
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. QUALIFICATIONS.
A candidate for ASA Director shall meet the eligibility requirements of a Voting Delegate as specified in Article III, Section 3.
Section 2. NUMBER OF DIRECTORS.
Representation on the ASA Board of Directors shall be based on Association active 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 50 members is required for one Director, 850 members for a second Director, and increments of 900 members for each additional Director thereafter.
1 Director 50 – 849 members
2 Directors 850 – 1,749 members
3 Directors 1,750 – 2,649 members
4 Directors 2,650 – 3,549 members
5 Directors 3,550 – 4,449 members
6 Directors 4,450 – 5,349 members
7 Directors 5,350 – 6,249 members
8 Directors 6,250 – 7,149 members
9 Directors 7,150 – 8,049 members
Each state’s membership total will 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 state associations that otherwise would lose a Director’s seat on the ASA Board of Directors may request and will be granted an automatic one-year grace period to retain that Director’s seat on the ASA Board for a one-year period while they work to increase their membership to the level required to retain the Director’s seat. An affiliated stat association wishing to be granted this one-year grace period shall submit a written request to the Chief Executive Officer of this Association not later than 30 days after the September 30th close of the membership year. This one-year grace period provision may only be utilized once in any nine (9) year period.
Section 3. NONVOTING DIRECTORS.
The following soybean organizations may each elect one Director without voting privileges:
(a) Any soybean organization from another country provided it has 100 dues paying members, and the ASA Board of Directors approves the group.
(b) The Grain Farmers of Ontario, as the Ontario Director; provided it has 100 dues paying members.
Section 4. 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 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 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 6. 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 twenty-five percent (25%) of the 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 AND ALTERNATES.
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 to ASA. The alternate must meet all eligibility requirements of a Voting Delegate spelled out in Article III, Section 3.
Section 7. TELEPHONIC PARTICIPATION.
Except when excused by the ASA President, attendance at all regularly scheduled Board meetings shall be in person. Attendance at special Board meetings may be either in person or by any means by which all Directors are able to hear one another.
Section 8. ACTION WITHOUT MEETING: 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. Email transmission of a written consent must contain or be accompanied by a code indicating that the Director personally authorized the email transmission of the consent. 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.
Section 10. 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.
ARTICLE VI. OFFICERS
Section 1. ELECTION OF OFFICERS.
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 and Bylaws 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.
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. 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 10. 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 OF THE BOARD
Except as otherwise provided in these bylaws, the President shall appoint the chairmen and members of the following standing committees of the Board, each such committee shall consist of no less than four (4) Directors and shall fulfill the functions and responsibilities as determined by the Board of Directors. Committees of the Board shall be chaired or co-chaired by an ASA Director unless otherwise provided in these bylaws.
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. 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 3. MEMBERSHIP & CORPORATE RELATIONS COMMITTEE.
The Membership 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 & Corporate Relations Committee shall also serve as the Credentials Committee for the Board and Voting Delegates. The Committee is responsible for working with industry partners to secure funding and support for information, training, advocacy, and other programs beneficial to soybean farmers.
Section 4. 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.
Section 5. 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.
Section 6. 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.
Section 7. 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.
Section 8. 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 9. AUDIT COMMITTEE.
The President shall appoint an audit committee composed of two members each from the Executive Committee, Finance Committee and the Board at large plus the ASA Treasurer in an ex-officio, non-voting position. The committee 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 10. 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 11. BYLAWS COMMITTEE
The President shall appoint a Bylaws Committee which shall annually review the ASA bylaws to ensure they are current, relevant and meet the needs of the Association to function as a viable, legal organization in attaining its goals. The Committee shall make recommended amendment changes for Board approval.
ARTICLE VIII. OTHER COMMITTEES
The President shall appoint the members of such other or additional committees, 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. Such committees shall serve at the pleasure of the President. Both Directors and ASA Members may be appointed to these committees. These committees, task forces, or working groups shall be chaired or co-chaired by an ASA Director.
ARTICLE IX. APPOINTMENT TO USSEC
On an annual basis, the ASA President shall consult with the Executive Committee and recommend to the ASA Board of Directors a slate of four (4) 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, with or without cause.
ARTICLE X. WISHH COMMITTEE
The World Initiative for Soy in Human Health (WISHH) Committee will be a stand alone committee whose members serve at the pleasure of the ASA President. The WISHH Committee will operate under the 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 ASA Board President for appointment.
ARTICLE XI. WORLD SOY FOUNDATION
The ASA is the sole corporate member of the World Soy Foundation, a separately incorporated Missouri non-profit corporation which operates under its own set of Bylaws.
ARTICLE XII. AFFILIATES: STATE OR MULTI-STATE ASSOCIATIONS
Section 1. AFFILIATION.
At any annual or special meeting, the Board of Directors of this Association may, upon written request, recognize any duly organized state or multi-state soybean association as an Affiliate of this Association 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 there of 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 this Association.
(d) A minimum of 50 memberships in this Association at the time of affiliation request.
(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 association has failed to meet any of the foregoing requirements for affiliation or has breached its duties regarding the collection and remittance of dues to ASA or the coordination of policies or has taken actions contrary to the best interests of ASA, the Affiliate shall be notified of its opportunity to cure the deficiency or breach within one hundred eighty (180) days of receipt of notice. During this 180 day period ASA and the state affiliate shall meet in good faith to attempt to reach resolution. Upon failure to timely cure the specified deficiency or breach and reach resolution, the Board may proceed with disaffiliation pursuant to the procedure required by law.
Section 3. COORDINATION OF POLICIES.
The public policy of ASA and its state affiliates should be coordinated. An affiliated state association will not actively oppose ASA national or international public policy as adopted by either the ASA Voting Delegates or the ASA Board.
If an affiliated state association votes to adopt or seriously considers the adoption of a contrary policy, it shall notify the ASA President at its earliest opportunity. An affiliated states association agrees not to oppose the announced policy of the American Soybean Association except at the next annual meeting of the Association or meeting of the ASA Board. Conversely, ASA will not knowingly actively oppose any state level policy adopted by an Affiliate Board. If ASA adopts or seriously considers the adoption of any state level policy contrary to that Affiliate’s policy, it will bring this fact to the Affiliate President’s attention at its earliest opportunity.
ARTICLE XIII. REMOVAL OF OFFICERS AND DIRECTORS
Section 1. REMOVAL OF OFFICER.
Any officer of the Association who misses more than two (2) Executive Committee meetings or two (2) Board meetings during a calendar year may be removed without further cause at any regular or special meeting thereof by the Board of Directors. For this purpose missing more than half of a meeting is an absence.
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 XIV. 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 XV. 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. 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 4. 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 XVI. 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 XVII. 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, AND MEMBERS.
Except as otherwise provided by law, a Director, officer, employee, or member of the Association is not liable for the corporation’s debts or obligations. Further, A director, officer, member, or other volunteer 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 (2009).
(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 XVIII. 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 XIX. CORPORATE RECORDS
The Association will keep correct and completed books and records, minutes of Board of Directors meetings and membership meetings, records of all actions taken by its members or Directors without a meeting, minutes of all meetings of committees of the Board, a membership list, all appropriate accounting records, and such other records as required by law. It shall retain those records for such a period as are required by law.
(a) Place records are kept. The Association shall keep all records, books, and annual reports of the financial activity of the Association at its principal office.
(b) Access by members. 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 Iowa law.
ARTICLE XX. AMENDMENTS
Section 1. PROCEDURE TO AMEND.
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 considered bylaw amendments.
ARTICLE XXI. 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.