Section 1.1 – Name
Section 1.2 – Offices
Section 1.3 – Purposes
Section 1.4 – Prohibited Acts
Section 1.5 – Definitions
ARTICLE II – Membership…..………………………………………………………………… 3
Section 2.1 – Classes of Membership
Section 2.2 – Qualifications for Members
Section 2.2.1 – Regular Member
Section 2.2.2 – Associate Member
Section 2.2.3 – Honorary Member
Section 2.3 – Application to Become a Member
Section 2.4 – Dues of Members
Section 2.4.1 – Regular Member Dues Schedule
Section 2.5 – Divisions
Section 2.6 – Resignation of Members
Section 2.7 – Termination Other Than by Resignation
Section 2.7.1 – Cause for Involuntary Termination
ARTICLE III – Meetings of Members ……………………………………………..………….. 4
Section 3.1 – Annual Meeting
Section 3.2 – Other Meetings
Section 3.3 – Voting at Member Meetings
Section 3.4 – Vacancies
Section 3.5 – Record of Member Meetings
ARTICLE IV – Board of Directors …………………………………………………………….. 5
Section 4.1 – Government
Section 4.1.1 – Size of Board
Section 4.1.2 – Appointment to the Board
Section 4.2 – Functions
ARTICLE V – Meetings of the Board of Directors ………………………………….…..… 6
Section 5.1 – Annual Meeting
Section 5.2 – Special Meetings
Section 5.3 – Voting by Directors
Section 5.4 – Record of Board Meetings
Section 5.5 – Vacancies
ARTICLE VI – Committees and Their Functions……………………………………….. 6
Section 6.1 – Committees
Section 6.1.1 – Notice of Any Committee Meeting
Section 6.2 – Executive Committee
Section 6.2.1 – Apportionment of the Executive Committee
Section 6.2.2 – Term on the Executive Committee
Section 6.2.3 – Functions of the Executive Committee
Section 6.2.4 – Meetings of the Executive Committee
Section 6.2.5 – Electronic Meeting of the Executive Committee
Section 6.2.6 – Alternates
Section 6.2.7 – Proxies
Section 6.3 – The Associates’ Committee
Section 6.3.1 – Functions of the Associates’ Committee
Section 6.4 – Nominating Committee
Section 6.4.1 – Meetings of the Nominating Committee
Section 6.4.2 – Functions of the Nominating Committee
ARTICLE VII – Voting …………………………………………………………………..…….. 8
Section 7.1 – The Ballot
Section 7.2 – Election
Section 7.3 – Vacancies
Section 7.4 – Finalization of the Election and Ballot Retention
ARTICLE VIII – Officers ………………………………………………………………….…… 8
Section 8.1 – Officers
Section 8.1.1 – Chair and Vice Chair
Section 8.1.2 – Powers and Duties
Section 8.2 – Other Officers
Section 8.2.1 – General
Section 8.2.2 – President
Section 8.2.3 – Vice President
Section 8.2.4 – Secretary
Section 8.2.5 – Treasurer
ARTICLE IX – Indemnification of Directors and Officers …………………………………10
Section 9.1 – Indemnification
ARTICLE X – Miscellaneous …………………………………………………..…………… 10
Section 10.1 – Corporate Seal
Section 10.2 – Fiscal Year
ARTICLE XI – Amendment ………………………………………………………………… 10
Section 11.1 – Amendment
These Bylaws were adopted on June 8, 2001 and amended on October 7, 2011.
Name, Place. Purpose, Prohibited Acts, and Definitions
Section 1.1 – Name. The name of this nonprofit corporation shall be “North American Millers’ Association.”
Section 1.2 – Offices. The Association may establish and maintain offices at such places within or outside the State of Incorporation as may be designated from time to time by its Board of Directors.
Section 1.3 – Purposes. The purposes for which the Association is organized as set forth in its Articles of Incorporation are:
|a)||To organize and promote a trade association for the general welfare, benefit, and common purposes of the dry grain milling and protein grain processing industry; and|
|(b)||To pursue such other activities as may be permitted under the applicable section of the General Corporation Law of the State of Incorporation; and|
|(c)||To organize and manage appropriate and necessary subordinate corporations to promote the common causes of the Association.|
Section 1.4 – Prohibited Acts. The Association shall be in all respects a not-for-profit business association and shall not engage in any business or activity for profit or which contravenes Internal Revenue Service regulations concerning tax-exempt organizations.
Section 1.5 – Definitions. As used in these Bylaws, the following terms, when capitalized, shall have the following specific meanings, unless clearly shown otherwise by the context:
|a)||Action of – A positive vote of a majority of the individuals constituting the named entity taken at a Meeting, and without a Meeting, a writing signed by all of individual representatives of the named entity.|
|(b)||Associates’ Committee – A standing committee of the Association comprised of a duly appointed representative from each Associate Member.|
|(c)||Association – The North American Millers’ Association or its successor organization.|
|(d)||Board – The duly elected Board of Directors of the Association.|
|(e)||Bylaws – The Bylaws of this Association currently in effect as adopted or amended from time to time.|
|(f)||Executive Committee – A standing committee of individuals from the Board with powers specified in the Bylaws.|
|(g)||Industry – All business organizations, regardless of organizational structure, in North America with at least one facility that engages in the dry milling or processing of grain or grain products, including the preparation and processing of protein grain products.|
|(h)||the Law – The statutes and common law of the State of Incorporation, the Articles of Incorporation of the Association, and these Bylaws.|
|(i)||Meeting – A duly called and properly noticed Meeting of the named entity.|
|(j)||Member – A qualified business organization or, in the case of an Honorary Member, an individual, who is approved or elected to participate in the Association as described in these Bylaws and may be referred to more specifically by the class of membership, or may be referred to collectively as “Members” as the context requires.|
|(k)||Notice – Oral or Written Notice of Meeting stating the hour, day, and place of the Meeting, and, in other than the annual meeting of Members and of the Board, a general statement of the purpose or purposes of the Meeting. Notice shall be deemed given when delivered personally, mailed by U. S. Mail or other recognized private delivery service, or electronically delivered to all applicable individuals at the last address of record within the specified time frames. Notice for any Meeting may be waived in a writing received by the chair of the Meeting prior to or after the Meeting and shall be waived by the presence of any individual at the commencement of the Meeting, unless an objection is made prior to the commencement of the Meeting.|
|(l)||Officers – Officers means the Chair, Vice Chair, President, Vice President(s), Secretary, Treasurer, Assistant Secretaries, Assistant Treasurers, and other such officers.|
|(m)||Quorum – At any Meeting, a quorum shall be a majority of the whole number of persons comprising the entity holding the Meeting.|
|(n)||Representative – The individual appointed by each Regular Member to serve on the Board, or appointed by each Associate Member as its designated speaker. The individual designated shall be a senior executive of the Member (or, if applicable, of the division of the Member engaged in dry milling), capable of binding the Member to decisions of the Association. Each Member may also appoint an Alternative Representative to act on its behalf in the absence of its Representative, in accordance with these Bylaws.|
Section 2.1 – Classes of Membership. There shall be three classes of Members:
|(b)||Associate Members; and|
Section 2.2 – Qualifications for Members. The qualifications for Members are:
Section 2.2.1 – Regular Member. Any business organization in the Industry shall be eligible to be a Regular Member of the Association.
Section 2.2.2 – Associate Member. Any business, regardless of its organizational structure, doing business in North America, which is not qualified for Regular Membership but is in an allied business having direct business dealings with any Regular Member, shall be eligible to be an Associate Member.
Section 2.2.3 – Honorary Member. Any individual who has performed conspicuous service for an extended period of time for the Industry or the Association may be elected an Honorary Member by the Board of Directors, after nomination by the Nominating Committee, according to the provisions of Article VII..
Section 2.3 – Application to Become a Member. Any organization may apply to be a Member of the appropriate class in a writing signed by a senior officer of the organization to the Association, providing the necessary initial verifiable information to enable the Association to make a determination as to the class of Member. Such applications shall be submitted to the Executive Committee for approval.
Section 2.4 – Dues of Members. The Board shall establish a dues schedule, including, but not limited to, methods of calculation, rates, maximums, minimums, and payment dates, for Regular Members and Associate Members, to be implemented by the Executive Committee. Honorary Members shall pay no dues. The dues schedule so established may be increased, decreased, amended, or suspended by Action of the Board at any time prior to the first day of any calendar quarter, and shall be available for inspection by any interested person at all reasonable times in the offices of the Association.
Section 2.4.1 – Regular Member Dues Schedule. Regular Member dues shall be based upon a written report from each Regular Member of the aggregate volume ofall products subject to these Bylaws produced by every organizational unit, including those owned directly and indirectly, affiliated with, a subsidiary of, or part of any other organizational form of the Member, submitted to the Association on or before the 15th day of each calendar quarter. This written report of volume shall be accompanied by payment of dues based upon the volume reported and the applicable dues rate.
Section 2.5 – Divisions. A Corn Division, an Oat Division and a Soft Wheat Division shall be standing divisions. When recommended by the Executive Committee, additional divisions may be created by action of the Board, to serve Members engaged in various lines of business or with specific interests within the Industry. Each Division shall be subject to the control and oversight of the Board. Each Division may sponsor activities, including Meetings, separate from the general meetings of the Association and shall have its separate account on the books of the Association, may establish fees for its activities, and may pursue other purposes as determined by the Division, so long as such purposes are not inconsistent with the purposes of the Association. An Individual representing a Member in any Division may or may not be the same individual who is the Representative of the Member in the Association. Each Division shall elect a Chair who must be an employee of a Member, but not necessarily the Representative from that Member.
Section 2.6 – Resignation of Members. Any Member may resign by means of a writing to the Association. The resigning Member shall be liable for payment of dues to the effective date of resignation.
Section 2.7 – Termination Other than by Resignation. At any time, by a two-thirds positive vote, at a Meeting of the Executive Committee, a Member may be terminated for cause; provided, however, that the Member to be terminated has been notified in writing of the basis on which it is proposed that its membership be terminated and that the Member has been provided reasonable opportunity to present its position in regard to this matter to the Executive Committee.
Section 2.7.1 – Cause for Involuntary Termination. The following are deemed justifiable causes for involuntary termination of any Member by the Executive Committee:
|(a)||Delinquency in payment of dues. A Member delinquent in the payment of dues for more than 90 days may be subject to involuntary termination. The Board may, but is not required to, establish criteria for reinstatement of a Member so terminated.|
|(b)||Violation of these Bylaws or any lawful rule or practice duly adopted by the Association.|
|(c)||Disqualification for Membership. Disqualification for Membership for any other reason, including, but not limited to, termination or dissolution of the business of the Member, sale or merger of a Member, whether or not to or with another Member, which is reported to the Association by any person and verified by the Chair or the President.|
Meetings of Members
Section 3.1 – Annual Meeting. The Annual Meeting of the Members of the Association shall be held, as fixed by the Board, the Executive Committee, or the Chair, within or outside North America, as designated in the Notice delivered not less than 20 days nor more than 60 days prior to the Member Meeting.
Section 3.2 – Other Meetings. Other meetings of Members may be called by the Chair, the President, a majority of the Executive Committee, or a writing signed by 15 Regular Members, at the hour, day, and place, and for the purposes designated in the Notice.
Section 3.3 – Voting at Member Meetings. Each Regular Member shall have one vote on each issue upon which a vote is required, which will be cast by the Representative of such Regular Member, or, in the absence of such Representative, by the Alternate Representative. A proxy presented in acceptable form prior to the commencement of the Member Meeting shall act for the Regular Member in the absence of both the Representative and the Alternate Representative.
Section 3.4 – Record of Member Meetings. All Member Meetings shall have minutes taken which shall be presented for approval at the next subsequent Member Meeting and retained in the records of the Association. Approval by a majority of Members at a Member Meeting of minutes of a prior Member Meeting shall ratify and confirm in all respects the actions taken at such Member Meeting.
Board of Directors
Section 4.1 – Government. General authority for government of the Association and the control and management of its property and business shall be vested in the Board.
Section 4.1.1 – Size of Board. Each Regular Member shall be entitled to hold one seat on the Board, and the number of seats on the Board shall be determined as the number of Regular Members at the time of any Board Meeting.
Section 4.1.2 – Appointment to the Board. Each Representative of a Regular Member shall be a Director.
Section 4.2 – Functions. Without limiting the general authority of the Board, as provided by the Law, it shall have specific authority to:
|(a)||Establish membership standards;|
|(c)||Elect a Chair and Vice Chair;|
|(d)||Appoint the members of the standing committees;|
|(e)||Determine the need for, functions of, and effectuate Divisions;|
|(f)||Amend the Bylaws or Articles of Incorporation;|
|(g)||Adopt any plan for merger, consolidation, or joinder with another legal entity;|
|(h)||Adopt any plan to change the corporate form of, or to voluntarily dissolve, the Association;|
|(i)||Appoint, or delegate to the Chair or Executive Committee the appointment of an auditor;|
|(j)||Authorize or establish criteria for the purchase, sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Association;|
|(k)||Establish Rules for the governance of the Board;|
|(l)||Fill interim vacancies on the Executive Committee; and|
|(m)||Perform such other functions as may be determined from time to time.|
Meetings of the Board of Directors
Section 5.1 – Annual Meeting. The Annual Meeting of the Board shall be held during the Annual Meeting of the Members of the Association as provided for in the Notice.
Section 5.2 – Special Meetings. Special Meetings of the Board may be called by the Chair, the President, a majority of the Executive Committee, or any 5 Directors, upon Notice not less than 15 days nor more than 45 days prior to the Meeting.
Section 5.3 – Voting by Directors. Each Director shall have one vote in any Board Meeting. If a Director for any reason is unable to attend any Board Meeting, the Alternate Representative of the Member represented by the Director shall have the right to participate in all discussions and express the views of the Member from which appointed, shall have the right to vote on any issue presented to the Board for a vote, and shall be counted for purposes of making a quorum.
Section 5.4 – Record of Board Meetings. All Board Meetings shall have minutes taken which shall be presented for approval at the next subsequent Board Meeting and retained in the records of the Association. Approval by a majority of Directors at a Board Meeting of minutes of a prior Board Meeting shall ratify and confirm in all respects the actions taken at such Board Meeting.
Section 5.5 – Vacancies. When a vacancy or vacancies occur on the Board, for any reason, and the Member appoints another Representative, that Representative shall fill the vacancy.
Committees and Their Functions
Section 6.1 – Committees. There shall be two standing committees, an Executive Committee and an Associates’ Committee, appointed by Action of the Board. As the need arises, ad hoc committees may be appointed and assigned specific functions by Action of the Executive Committee.
Section 6.1.1 – Notice of Any Committee Meeting. Unless otherwise specified in these Bylaws, notice of any Committee Meeting shall be called by the Committee Chair and delivered to all individuals involved not less than 48 hours prior to the Committee Meeting.
Section 6.1.2 – Form of Meeting. Any Committee Meeting may be conducted in person or by telephone conference call or the functional equivalent. Any individual may participate in any meeting in person or by telephone. Any Committee Meeting must be attended by a Quorum of its Members, and the form of the meeting must enable all participants to fully participate orally and aurally.
Section 6.2 – Executive Committee. The Executive Committee shall consist of nine Directors.
Section 6.2.1 – Apportionment of the Executive Committee. The seats on the Executive Committee shall be apportioned with three Directors representing the three Regular Members reporting the highest volumes in the Industry, four Directors representing all other Regular Members, and two Directors representing Regular Members having at least one facility for either Oats Milling, Dry Corn Milling, or Protein Grain Products Processing. One Director may represent more than one class of eligible organization, but under no circumstance shall any Regular Member have more than one vote on the Executive Committee. The Chair and Vice Chair each shall fill a seat on the Executive Committee within the above apportionment and shall vote on all matters.
Section 6.2.2 – Term on the Executive Committee. The three large volume seats shall have a three-year term, one to be appointed each year. A partial term filled by interim appointment shall be in addition to the term limit. All other seats shall have a term of three years with a limit of one term consecutively.
Section 6.2.3 – Functions of the Executive Committee. Subject to the general oversight of the Board, without limiting the authority of the Executive Committee, it shall have specific authority to:
|(a)||Administer and set policy for the Association, including, but not limited to, accounting practices, budgetary, compensation, personnel, and other similar matters;|
|(b)||Accept and approve applications for Members;|
|(c)||Elect and appoint the Other Officers as may be needed from time to time by the Association, as provided in Section 8.2;|
|(d)||Accept the resignation or voluntary termination of Members, and/or Officers;|
|(e)||Investigate and act upon Involuntary Termination of Members; and|
|(f)||Generally to take such actions as are required for the operation and administration of the Association as are not specifically delegated to the Members or the Board by the Law.|
Section 6.2.4 – Meetings of the Executive Committee. Meetings of the Executive Committee may be called at any time by the Chair, or in the absence of the Chair, by the Vice Chair, or by three of the individuals serving on the Executive Committee by Notice mailed not less than 10 days, or given orally or by electronic means sent not less than two days, prior to the Meeting.
Section 6.2.5 – Alternates. If an individual is unable for any reason to attend an Executive Committee Meeting either in person or by electronic means, the Alternate for that individual may attend the meeting and be counted for the purpose of having a quorum, with the right to participate in any discussions and express the views of the Member, but shall have no vote in the meeting.
Section 6.2.6 – Electronic Meeting of the Executive Committee. At the discretion of the caller of the Meeting, any Meeting of the Executive Committee may be conducted by telephonic conference call provided each individual on the Committee is notified personally at least 72 hours prior to the time of the call, a majority of the Executive Committee has agreed to the call, and all applicable/pertinent materials are provided prior to the meeting. An Action taken at such electronic meeting shall have the same force and effect as if taken at a regular meeting.
Section 6.2.6 – Alternates. If an individual is unable for any reason to attend an Executive Committee Meeting either in person or by electronic means, the Alternate for that individual may attend the meeting and be counted for the purpose of having a quorum, with the right to participate in any discussions and express the views of the Member, but shall have no vote in the meeting.
Section 6.2.7 – Proxies. There shall be no Proxies for any Executive Committee Meeting.
Section 6.3 – The Associates’ Committee. In addition to the individuals appointed to the Associates’ Committee, the Chair shall be ex officio on the Committee with no vote, but all other powers.
Section 6.3.1 – Functions of the Associates’ Committee. The Associates’ Committee shall organize itself in any manner it deems appropriate for its governance. The purpose of the Associates’ Committee is to provide advice and assistance to the Association from time to time in the furtherance of its purposes. The Associates’ Committee shall provide annually to the Association the name of its Chair.
Section 6.4 – Nominating Committee. Annually, not less than 90 days prior to the Annual Meeting, the Chair shall appoint a Nominating Committee of five Board Members, naming one individual, who will have served in the past as a Chair, as the committee’s chair.
Section 6.4.1 – Meetings of the Nominating Committee. The Nominating Committee shall meet at the call of its chair as often as necessary in any form permitted by these Bylaws.
Section 6.4.2 – Functions of the Nominating Committee. The Nominating Committee shall nominate by majority vote at least as many individuals as it deems to be required to fill vacancies occurring on the Executive Committee and for election as Chair and Vice Chair. Honorary Members shall also be nominated by a majority vote of the Nominating Committee. All candidates shall have been active in the affairs of the Association for a reasonable length of time, and have the permission of their Member for election. The Chair will file the report with the Secretary not later than 45 days prior to the Annual Meeting.
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Section 7.1 – The Ballot. The Secretary shall prepare and electronically mail a ballot, with a self addressed envelope enclosed, to each Regular Member in good standing not later than 30 days prior to the Annual Meeting, containing a list of the nominees for each vacancy, as provided by the Nominating Committee, with a brief resume of qualifications of each candidate. Ballots must be returned to the Association office not later than the 10 days prior to the Annual Meeting to be counted. Oral ballots shall not be counted. Verifiable ballots received by electronic means shall be counted. The Secretary shall compile the ballots and report to the Chair the results. If there is a complaint prior to any candidate taking office, the Chair may determine, or may ask the Executive Committee to determine, that third party verification is required and establish the means to do so.
Section 7.2 – Election. If the Nominating Committee has nominated more candidates than are to be elected or appointed for any vacancy, the candidate receiving the most votes shall be elected, though less than a majority. If the Nominating Committee has not nominated sufficient candidates to fill vacancies, a vacancy shall be created.
Section 7.3 – Vacancies. Vacancies created by this Section may be filled as provided by these Bylaws.
Section 7.4 – Finalization of the Election and Ballot Retention. Ballots shall be retained by the Secretary until the nominees have been seated and taken office, and then shall be destroyed. The election shall be final after destruction of the ballots.
Section 8.1 – Officers. Election and functions of the Officers shall be as follows:
Section 8.1.1 – Chair and Vice Chair. The term of the Chair and Vice Chair shall be from one Annual Meeting until the second succeeding Annual Meeting or until successors have been elected and qualified. At the expiration of the term of Chair, it is expected that the Vice Chair shall be elected to the office of Chair, and a new Vice Chair shall be elected in the ordinary course. Nothing in these Bylaws shall preclude the immediate past Chair from being elected to the Executive Committee, both subject to the limitation of one vote for each Regular Member and term limits on Representatives.
Section 8.1.2 – Powers and Duties. The Chair — or, in the absence, resignation, or inability for any reason of the Chair to serve, the Vice Chair — shall have the usual and customary general executive authority over the affairs and activities of the Association, subject to the oversight of the Board and the Executive Committee, serving without compensation, but receiving reimbursement for expenses incurred while exercising the functions of the office. The Chair shall preside over all Member, Board, and Executive Committee meetings as provided in these Bylaws. Other than the Executive Committee and the Associates’ Committee, the Chair shall appoint all committees. The Chair may delegate any duties of the Chair to the Vice Chair.
Section 8.2 – Other Officers. Other Officers, to be appointed by and serve at the pleasure of the Executive Committee, shall be a President, a Secretary, and a Treasurer and, as deemed necessary by the Executive Committee, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other positions.
Section 8.2.1 – General. Subject to the control and determination of the Executive Committee and the Chair, all Other Officers shall be compensated and shall be reimbursed for expenses incurred while performing the usual and customary services of such office for the Association, may be required to be bonded, may hold more than one such office, but may not sign any document in more than one capacity.
Section 8.2.2 – President. The President shall be the Chief Operating and Administrative Officer and shall supervise the activities of the Association and be responsible to implement the orders, directives, and resolutions of the Board and the Executive Committee, and prepare a written annual report of the activities to be presented to the Annual Meeting.
Section 8.2.3 – Vice President. The Vice President or Vice Presidents shall have the powers and duties delegated to them by the President. A Vice President may be chosen to act in the absence or disability of the President.
Section 8.2.4 – Secretary. The Secretary shall keep the minutes of meetings and corporate records, supervise elections, countersign contracts, issue notices and perform such duties as may be required by the Board, Executive Committee, Chair, or President.
Section 8.2.5 – Treasurer. The Treasurer shall receive, hold, invest, and reinvest the funds of the Association, keep the books of account, issue reports of finances, and prepare financial statements. The Treasurer will deposit all monies in such financial and other institutions as may be designated by the Executive Committee, and assist any auditor in preparing documents required by the Association. In the discretion of the Chair, the Treasurer may be bonded at the expense of the Association. The Executive Committee will from time to time determine levels of expenditures requiring more than the signature of one Officer.
Indemnification of Directors and Officers
Section 9.1 – Indemnification. Any individual who is serving or at any time has served as a Director, Member of any Committee, Officer, employee, or agent of the Association, or any individual who is serving or at any time has served as a Director, Member of any Committee, Officer, employee, or agent of another business entity or enterprise at the request of the Association, or any such other persons as may be specified in the applicable statutory law of the State of Incorporation shall be indemnified to the fullest extent permitted, and in the manner specified, in such statutory law in its entirety, including each and every permissive provision as if such provision had been specifically adopted by the Members.
Section 10.1 – Corporate Seal. The Board may alter, adopt, and use a corporate seal or facsimile thereof, but failure to affix the corporate seal shall not affect the validity of any instrument unless required by the Law of the State of Incorporation.
Section 10.2 – Fiscal Year. The fiscal year of the Association shall be from October 1 to September 30 of any year.
Section 11.1 – Amendment. These Bylaws may be amended by an Action of the Board.