Oregon Feed And Grain Association, Inc. BYLAWS



		BYLAWS Oregon Feed and Grain Association, Inc. ARTICLE I. Name The name of the corporation shall be Oregon Feed and Grain Association. It is a mutual benefit corporation in the State of Oregon. ARTICLE II. Objects The objects of the corporation shall be to further the legitimate interests of the feed, grain and allied industries of the State of Oregon including members outside the state belonging to the association. To maintain the highest standards of integrity, ethics, loyalty, credibility, quality, services, and programs sustaining cooperation between association, industry, institutions, and their customers. To secure and disseminate lawful information. To publish bulletins pamphlets, publications, directories pertaining to or incidental to association objects and purposes. ARTICLE III. Membership Members shall be limited to firms, individuals, partnerships, corporations and associations engaged in the feed, grain and allied industries. This membership qualification may be enlarged by the Board of Directors. Request for membership shall be by written application with two members as sponsors and acceptance requires a majority vote from the Board of Directors. The membership shall be divided into two categories: a. Voting Members: Those who have a direct industry relationship. They are qualified to hold board and officer positions. b. Affiliate Members: Those who are closely allied but not actively engaged such as trade associations, foreign members, etc. They have no vote nor can they hold a board or officer position, but they can serve on committees, participate in meetings, and attend conventions. The Board of Directors after due notice and opportunity for hearing shall have the power to expel or suspend any member for conduct, which in the judgment of the board is contrary to the objectives and best interests of the corporation. Any member may withdraw his membership upon written notice mailed to the office of the corporation and upon payment of all dues or other obligations owing the corporation at the time of giving such notices. Any member may be reinstated to full membership upon payment of dues and other accounts owing the corporation, and a majority vote of the board. ARTICLE IV. Dues Members shall pay annual dues determined by the Board of Directors in accordance with the needs of the association. Membership Classifications a. Manufacturers, processors, wholesalers, distributors, jobbers and suppliers of feed, grain ingredients, equipment and allied supplies. b. Manufacturers, processors, wholesalers, distributors, jobbers and suppliers without an office and/or plant in the State of Oregon, medium size industry facility. c. Branch and small manufacturing plants. Allied manufacturers, brokers, and sales representatives. d. Retail stores and small related businesses. e. Affiliate members. The fiscal year shall be the calendar year of January 1 through December 31 and dues are payable on or before January 31 of the current year. A member failing to pay his dues within 30 days of the due date shall be notified of the delinquency in writing by the association office. The member has 15 days to remit or reply to sustain membership. If unanswered the matter will be referred to the Board of Directors for appropriate action. ARTICLE V. Board of Directors The Board of Directors shall divide the membership into Districts, of such size and boundaries as will make it convenient for the members of such Districts to meet and discuss matters of interest to the members of that District, as well as matters affecting the association as a whole. The size and boundaries are subject to change by the Board of Directors whenever in their judgment, it is in the best interests of the association to do so. The affairs of the corporation shall be controlled by a board of directors consisting of not less than eleven (11) members who shall include the President, Vice President, Secretary-Treasurer, and Immediate Past President. a. The remaining directors of the board to be filled: Feeds and Animal Nutrition: Feed Grain Export; Allied Industries; Warehousing and Transportation: Legislative Issues (Immediate Past President); Feed Grain Standards; Eastern District; Western, District; and any other districts the board deems necessary, shall be elected at the annual meeting of The corporation as herein provided. These directors may not serve in said capacity on the board for more than two (2) consecutive years with exception of the Feed Grain Standards Director, whose term will be determined at the discretion of the board of directors. There shall be an executive committee composed of the president, vice president, secretary-treasurer, and immediate past president. A simple majority shall constitute a quorum for the transaction of business. It shall act as the executive body for the association WITH DECISIONS MADE OR ACTION TAKEN ACCOUNTABLE to the Board when not in session. The president is chairman of the committee. A Nomination Committee composed of the President and four (4) Past Presidents shall nominate a candidate for President, Vice President, Secretary-Treasurer, and each directorship. The president shall appoint the nominating committee at the Third Quarter Board of Directors meeting. The committee shall be prepared to present at the Fourth Quarter Board of Directors meeting a nominee list of officers and industry representatives. The nomination report must be sent to the association membership at least 20 days prior to the annual meeting. Additional candidates for the positions to be elected at the annual meeting may be nominated by a petition signed by at least ten members of the organization, providing the consent of the person so nominated is attached to said petition and said petition must be filed in the office of the corporation at least ten days prior to the annual meeting. Candidates receiving a plurality vote of the members present and voting it the annual meetings shall be elected. In the event any officer or member of the Board shall change firms during his term of office, such, Board position shall automatically be subject to review at the next regular meeting of the Board of Directors. In the event any officer or member of the Board of Directors fails to attend at least two consecutive regular meetings of the Board of Directors the Board may by a majority vote remove that officer or member and declare his position vacant. In the event the office of any officer, including a member of the Board of Directors, becomes vacant, the Board of Directors shall fill such vacancies and that person shall serve until the next annual meeting, and his successor is elected and qualified. All members of the Board of Directors, including the officers of the corporation, shall serve until the next annual meeting of the corporation, and their successors are elected and qualified. ARTICLE VI. Meetings There shall be an annual meeting of the association at such time and place as the board of directors may elect. Each member shall be notified by the Executive Secretary via mail at least 30 days prior to each meeting. A quorum at such annual meeting, or special meeting, shall consist of 25 members. a. On voting Issues the vote may be by hand or ballot at the discretion of the presiding officer. One vote per member will prevail. The Board of Directors shall meet four times per year: once each quarter. At the annual meeting the president shall call upon each standing committee chairman to give a report of that committee’s activities for the past year. There shall be an open period during each regular board meeting to permit members or guests to present and/or discuss matters pertinent to the welfare of the association. Eight (8) members of the Board of Directors shall constitute a quorum. The president may call special meetings of the Board of Directors. The president shall call a special meeting upon written request of three members of the board. If the president fails to call a special meeting within two weeks of such request, the three members who made the request may call a special meeting of the Board of Directors within a period of another two weeks. District meetings may be called by District Directors at any time. Subject to approval by the respective district director, the president or executive secretary of the corporation may call district meetings. Meetings must be held at least once each year. a. On voting issues the vote may be by hand or ballot at the discretion of the District Director. One vote per member will prevail. ARTICLE VII. Duties of Directors The president shall preside at all board and special meetings and perform other duties as customarily pertain to his office or that may be assigned to him by the Board of Directors. In the absence of the president, the vice president or secretary-treasurer shall perform the duties of the president in the order named and present. The elected Secretary-Treasurer and retained EXECUTIVE SECRETARY shall supervise and account for the handling of all funds of the association. They shall keep the record of the association finances, shall make such periodical financial reports as the Board of Directors may desire, and annually, the SECRETARY-TREASURER shall submit a FISCAL report on the financial condition of the association. The secretary-treasurer and president shall countersign all checks for the expenditure of funds authorized by the board in conformity with association policies. An executive secretary shall be retained by the Board of Directors under such terms and conditions necessary to properly conduct the affairs of the association. ARTICLE VIII Duties of Executive Secretary He shall keep a correct record of the proceedings of annual, board, committee, district, and other pertinent meetings of the association. He shall submit a copy of the annual meeting minutes to the board and membership by May 15th. He shall submit the annual convention financial report to the board, outgoing and incoming program committees by May 15. Shall be responsible for sending out notices at least 7 days in advance of all meetings of the Board and association. Shall submit for Payment only signed and approved vouchers. A blanket bond shall be in force on the executive secretary, president, vice president, sec.-treas., of the association. The Board of Directors will determine the amount. Shall employ such help as may be necessary for effective and efficient conduct of association business - subject to the approval of the Board. ARTICLE IX Committees There shall be the following standing committees, the chairman and members shall be appointed by the Executive Committee, except the Group Insurance Chairman who shall be elected in accordance with the provisions of Article V, Section (3). a. Executive: The committee election and duties are as prescribed and consonant with Article V, sections (3) through (5). b. Budget and Finance: The committee shall consist of the president, vice president, sec.-treas., a board member, and the immediate past president who shall serve as chairman. It shall submit an annual budget for the association to the Board with fiscal matter recommendations. c. Group Insurance: The committee shall consist of five (5) members of whom all shall be participants in the insurance program. It shall meet when advisable to review the program and make recommendations or ratify policies to keep the program a viable association service. d. Legislative: The committee shall consist of a chairman and no less than five (5) members. e. Membership: The committee shall consist of a chairman and no less than five (5) members. f. Feed Advisory: The committee shall consist of a chair-man and no less than five (5) members to be concerned with animal feed, nutrition and health principles and policies. By-laws: The committee shall consist of no less than three members! They shall be charged with reviewing the by-laws, consider suggested changes, and recommend to the board revisions consonant with the best interests of the association. g. Other committees: The Board of Directors, executive committee, or president may establish such other functional committees deemed necessary to properly conduct the business affairs of the association. ARTICLE X Amendments These By-laws may be amended or sections added hereto by presenting in writing the proposed amendments or additions, to the Board of Directors. The Board of Directors shall make its recommendations as to the proposed amendments or additions, to the members of the Association at least two weeks prior to the annual meeting, or two weeks prior to a special meeting of the Association called for that purpose. A majority of those voting at said meeting shall determine the adoption or rejection of the same. ARTICLE XI Dissolution Upon dissolution of this Association, any assets or moneys remaining after the payment and settlement of the corporation's obligations and liabilities shall be transmitted to any eleemosynary institution of the State of Oregon recognized by the Oregon State Department of Revenue to be exempt from the payment of corporation, excise, or income taxes. By-laws amended February 7, 1969. By-laws amended February 9, 1973. By-laws amended February 7, 1975. By-laws amended February 13. 1976. By-laws amended February 11, 1977. By-laws amended February 10, 1978. By-laws amended December 15, 1981. By-laws amended May 19, 1988. By-laws amended March 10, 1989. By-laws amended September 18, 1991. By-laws amended April 30, 1993. .
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