ARTICLE 1: NAME AND LOCATION
Section 1. The name of the corporation is Indiana Seed Trade Association.
Section 2. The principal office of the corporation is 135 North Pennsylvania St, Suite 1175, Indianapolis, Indiana 46204.
Section 3. Other offices for the transaction of business may be located at such places in Indiana or elsewhere as the board of directors may from time to time determine.
ARTICLE II: MEMBERSHIP MEETINGS
Section 1. The annual meeting of the membership shall be held during the month of November of each year at a place designated by the board of directors. At such meeting, the members shall elect four (4) directors to serve for three (3) years until their successors have been elected and qualified. Such other business as may properly come before a membership meeting may be transacted at such annual meeting.
Section 2. Special meetings of the members may be called at any time and place by the president, the board of directors or by a written petition of twenty percent (20%) or more of the membership.
Section 3. Notice of the time and place of all annual meetings and of the time, place and purpose of all special meetings shall be mailed by the secretary to each member at least fifteen (15) days in advance of such meeting.
Section 4. The president shall preside at all membership meetings. In the absence of the president, the vice-president shall preside at the membership meeting.
Section 5. At each meeting of the membership, each member shall be entitled to cast one vote, either in person or by proxy. All proxies shall be in writing, filed with the secretary of the meeting, and by him entered or recorded in the
Minutes of such meeting.
Section 6. A quorum for the transaction of business at any such meeting shall consist of those active members attending such meeting.
Section 7. Members shall have the power, by majority vote, at a meeting called for that purpose to remove any director of officer from office.
Section 8. At each annual membership meeting, the directors shall submit a statement of the business done during the previous year, together with a report of the general financial condition of the corporation and of the condition of its tangible property.
ARTICLE III: DIRECTORS
Section 1. The business and property of the corporation shall be managed by the board of directors. The board of directors shall consist of fourteen members, twelve of which shall be elected by the members of the association, one from the Purdue school of agriculture and one of which shall be the manager of the Indiana crop improvement association, serving as an ex-officio, non-voting member of the board. Excluding the ICIA manager, each director shall be elected for a term of three (3) years and shall hold office until a successor has been elected and qualified. Candidates for the board shall be nominated by a nominating committee which shall be appointed by the president at least ten (10) days prior to the annual meeting. Additional candidates may be nominated by members at the annual meeting.
Section 2. The annual meeting of the directors shall be held immediately after the adjournment of annual meeting of membership.
Section 3. A special meeting of the board of directors may be called at any time or place by the president or, in his absence or inability to act, the same may be called by any two members of the board. By unanimous consent of the directors, special meetings of the board may be held without written notice at any time or place.
Section 4. Notice of all regular meetings of the board of directors shall be mailed to each director by the secretary at least fifteen (15) days prior to the time fixed for such meeting. All notices of special meetings shall state the purpose thereof and the time and place where the meeting is to be held.
Section 5. A quorum for the transaction of business at any meeting of directors shall consist of a majority or more of the membership of the board, but the directors present, although less than a quorum, shall have the power to adjourn the meeting to some future date.
Section 6. The directors shall elect the officers of the corporation, and fix the salaries, thereof. Such election shall be made at the directors meeting following the annual meeting of the membership. Any officer may be removed at any time by a majority vote of the full board of directors.
Section 7. The board of directors shall hire and determine the remuneration of all corporation employees; be responsible for all corporate funds and their expenditure; approve proposed activities of the executive secretary, other employees, and the various divisions and committees; determine the time and place of the annual meeting and may call special meetings or submit special matters to the members of the corporation by mail when it deems such action necessary; and may change, eliminate or create additional divisions and standing committees and may create temporary committees.
ARTICLE IV: EXECUTIVE COMMITTEE
Section 1. The executive committee of the association shall consist of the president, vice-president, second vice-president, secretary-treasurer and two Directors elected from the board. It shall act upon the authority of the Board of directors in the management of the association. Three members shall constitute a quorum. Meetings shall be held on the call of the President or any member of the executive committee.
Section 2. The members of the executive committee may be ex-officio members of all appointed committees or sub-committees. Executive committee action shall be subject to review by the board of directors and shall be within the Framework of policy adopted by the board of directors.
ARTICLE V: OFFICERS
Section 1. The officers of the corporation shall consist of a president, vice-President, second vice-president, secretary-treasurer, and such other officers as the board of directors may from time to time deem advisable. The president, vice-president and second vice-president shall be members of the board of directors and shall be elected by the board for a term of one year. The president, vice-president and second vice-president shall not succeed themselves in office. The second vice-president may be moved up to vice-president or released at the end of the term, depending upon the judgment of the nomination committee.
Section 2. The president shall preside at all corporation and board of directors Meetings; he shall appoint all committees and make such replacements as May be necessary; he shall see that programs decided upon the board of Directors are carried out by the vice-president, secretary-treasurer, Divisional groups and committees; he may appoint a competent auditor who Shall make an audit of the books or the corporation; he shall appoint a Sub-committee of the board of directors whose duties shall be to study The proposed annual budget prepared by the secretary-treasurer; he Shall be an ex-officio member of all committees; and he shall make an Annual report to the corporation.
Section 3. The vice-president and second vice-president shall assume such duties as may be assigned them by the president. The vice-president shall preside at the corporation and the board of directors meetings in the absence of the president. In the event of the resignation, death, or removal from Office of the president, the vice-president shall assume the office and the title of president for the unexpired term. The office of the vice-President for the unexpired term shall be filled from the ranks of the Board of directors by a vote of the members of the board of directors.
Section 4. The secretary-treasurer shall be ex-officio member of the board and be elected annually by the board. He shall collect all membership dues, pay All expenditures, see that such expenditures be kept in conformity with the Budget adopted by the board of directors, and keep accurate books of Record. He shall prepare a proposed annual budget for submission to the Board of directors. When deemed necessary, the secretary-treasurer shall furnish a surety bond satisfactory to the board of directors. He shall be an ex-officio member of all committees. He shall make a full Report at the annual meeting or the corporation. He shall issue notices of all directors and membership meetings, and shall attend the meetings and keep the minute of the same; shall be the custodian of the corporate Seal; and shall perform all other duties which are incident to his office.
ARTICLE VI: STANDING COMMITTEES
Section 1. There shall be the following standing committees:
- Corn. This committee shall maintain specific awareness of the industry developments and concerns as they relate to corn. It shall advise the board of directors or executive committee of any relevant matters that affect the membership.
- Legislative. This committee shall represent the corporation in all Matters of legislation, federal or state, affecting the interest of the industry, shall cultivate an understanding relationship with Federal and state enforcement officials and may cooperate with them when it deems such action advisable.
- Membership. This committee shall secure applications for active and Associate membership from responsible, reputable business Houses, shall obtain sponsors for all such applications, and shall Report to the board of directors on said applicants.
- Seed Testing. This committee shall keep informed of all federal and State laws and regulations relating to the testing of seeds and shall bring same to the attention of the corporation. It shall conduct such studies as the corporation may direct and shall cultivate an understanding relationship with federal and state analysts.
- Small Grains. This committee shall maintain specific awareness of Industry developments and concerns as they relate to small Grains. It shall advise the board of directors or executive Committee of any relevant matters that affect the membership.
- Soybean. This committee shall maintain specific awareness of industry Developments and concerns as they relate to soybeans. It shall advise the board of directors or executive committee of any relevant matters that affect the membership.
Section 2. The president shall appoint committees and create additional standing or special committees if he so chooses.
ARTICLE VII: MEMBERSHIP
Section 1. There shall be two classes of membership in the corporation, to-wit; Active members and honorary members.
Section 2. Active members are those individuals, firms, or corporations who are Substantially engaged in the seed business and who operate an Established place of business.
Subsidiaries of corporate members and subsidiaries or divisions of non-member Corporations shall be eligible for active membership not withstanding the Membership status of their parent corporation, provided that such subsidiaries or Divisions are otherwise qualified for active membership as herein specified and pay Dues and assessments in accordance with provisions of this section.
Active members shall be voting members, entitled to one vote on all corporate Affairs and to the full privileges of the corporation. Applicants for active Membership of the corporation may be decided by the board of directors and be in Accordance with the volume of business conducted in the State of Indiana.
Section 3. Honorary members may be elected by a majority vote at any meeting of the board of directors or executive committee of the corporation upon Recommendation of the president. No more than one honorary member may be elected in the fiscal year of the corporation. Only those individuals who have given long and outstanding service to agriculture shall be Eligible for honorary membership. Any active member may propose a Candidate for an honorary membership for consideration by the board of Directors.
ARTICLE VIII: REMOVAL OF MEMBERSHIP
Section 1. Any active or associate member may resign from membership by filing a Written resignation with the secretary-treasurer provided that such Resignation shall not be retroactive and that such member is under no financial obligation to the corporation.
Any active or associate member whose dues are in arrears for one year shall be Given written notice by the secretary-treasurer that unless said dues are fully Paid within thirty (30) days from the date of such notice, said member will be Dropped from the membership roll. Such termination of membership shall not nullify the right of the corporation to collect, by legal process or otherwise, the amount due the corporation by said member.
A member of the corporation may be suspended or expelled from membership for Conduct in violation of, or derogatory to, the principles established in the Constitution and by-laws of the corporation. Written charges of such conduct may be filed with the secretary-treasurer by any member. Upon receipt of such written Charges, the secretary-treasurer shall transmit to the member against whom the Charges have been filed, a copy of said charges and shall present them to the board of directors at its next regular meeting. The board shall investigate such Charges as expeditiously as possible, giving the member so charged all reasonable Opportunity to be heard. It shall then:
- Dismiss the charges
- Suspend the offending member for a period of not more than one year, all dues to be paid during the period of suspension.
- Expel the offending member; or
- Take such other action as the board of Directors deem advisable.
The secretary-treasurer shall notify the member of action taken by the board of directors.
ARTICLE IX: FINANCE
Section 1. The funds of the corporation shall be deposited in such banks or trusts Companies as the board of directors shall designate and shall be withdrawn only upon checks, drafts or orders as the board of directors may Authorize from time to time.
ARTICLE X: FISCAL YEAR
Section 1. The fiscal year of the corporation shall be from October 1 to September 30
ARTICLE XI: COMPENSATION – BOARD OF DIRECTORS
Section 1. There shall be no compensation to the directors of the organization.
ARTICLE XII: AMENDMENTS
Section 1. The by-laws of the corporation may be adopted, amended or appealed at any meeting of the board of directors by a two-thirds vote of the members present.
ARTICLE XIII: CORPORATE SEAL
Section 1. The seal of the corporation shall be as follows.