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Far West Agribusiness Association
A WASHINGTON NON-PROFIT CORPORATION
Article I
NAME AND GENERAL PURPOSES
The name of this nonprofit corporation is "FAR WEST AGRIBUSINESS ASSOCIATION."
The specific purposes and objectives of this corporation are to enhance the business environment for the fertilizer and agrichemical industry in the states that this association serves. The Corporation pursues these purposes and objectives by:
a) Gathering and disseminating to the fertilizer and agrichemical industry as well as to the general public useful information regarding industry issues and activities.
b) Carrying on educational activities within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
c) Creating a business atmosphere with regard to legislation, safety, rules and regulations in which the fertilizer and agrichemical industry may operate effectively and profitably to the benefit of agriculture.
d) Formulating, promoting and fostering high standards of agronomic practices.
e) Development, promoting and encouraging the safe and environmentally sound handling of fertilizer and agrichemicals.
Article II
PRINCIPAL OFFICE
The principal office of the Corporation shall be located at 111 E Magnesium Rd Ste C; Spokane , Washington 99208. The Corporation may have such other offices as may from time to time be designated by the Board of Directors.
Article III
MEMBERSHIP
SECTION 1 MEMBERSHIP AND CLASSIFICATION
There shall be four (4) classes of memberships in this Corporation, whose qualifications are set forth below in Section 2.
SECTION 2 QUALIFICATIONS
A) Voting Members. Voting memberships will be generally limited to individuals, firms, independent consultant, independent applicator or corporations who either operate and maintain as a business an adequately equipped fertilizer and agrichemical dealer or distributing processing plant, or who are substantially in the business of manufacturing or distributing, at wholesale or retail, fertilizing materials, agricultural minerals, soil amendments, manures, auxiliary soil or plant substances and agrichemicals. Each company shall designate the individual who will perform the duties of the voting member.
B) Associate Members. Associate memberships shall be any individual, firm or corporation vital to the production of fertilizers and agrichemicals, or one or more of the components thereof, and manufacturers or suppliers of equipment and machinery used directly in or related to the fertilizer and agrichemical industry. Associate Members shall have full rights of membership, including the right to vote on corporate affairs.
C) Affiliate Members. Affiliate memberships shall be any individual, firms, or corporations providing goods and services to the fertilizer and agricultural industry but are not otherwise directly engaged within the industry. Affiliate members shall have full rights of membership except the right to vote on corporate affairs.
D) Honorary Members. Honorary memberships shall be reserved for those engaged in educational and/or regulatory work related the fertilizer and agrichemical industry and to those who have made significant contribution to the industry. Honorary membership may be recommended by the Board of Directors; or upon approval of eighty percent (80%) of those voting members present at any annual meeting of the membership. Honorary Members shall have full rights of membership, except the right to vote on corporate affairs.
SECTION 3 VOTES
Each Voting Member in good standing shall be entitled to one (1) vote on each matter submitted to a vote of the Members; provided, however, that both Associate and Honorary Members may serve on committees, as a member or chairman of the committee, and shall be entitled to vote within said committee. Provisions shall be made for voting to be done on each matter submitted to a vote of the Members by mail provided a reasonable time has been given for the member to cast the ballot and it being returned prior to the meeting of the Members. In the event that a person who mailed in a ballot participates in a voice and/or ballot vote at the meeting, then these votes shall take precedence over the mailed ballot.
SECTION 4 POWERS OF THE MEMBERS
The following powers are reserved to the members of this Corporation through their duly elected representatives on the Board of Directors of the Corporation.
A) To approve and change the philosophy, mission, goals and purposes of the Corporation for which it was and is formed and exists;
b) To elect the members of the Board of Directors and to remove the same as provided herein or in the Articles of Incorporation. Individuals who are on the Board of Directors of the Corporation shall not participate in election of themselves to the Board. Individuals who are on the Board of Directors of the Corporation may be removed by majority vote of the Voting Delegates at a duly called meeting of the Members.
c) To amend, alter, modify, or repeal the Articles of Incorporation and these Bylaws or the adoption of new or restated Articles of Bylaws.
d) To acquire, purchase, sell, lease, exchange, transfer, encumber, or mortgage any real or personal property, other than in the ordinary course of business, owned by the Corporation or in which the Corporation has or will have equitable or legal title;
e) To merge, consolidate, or affiliate this Corporation with another corporation, organization, or program;
f) To dissolve or terminate the existence of this Corporation and to determine the distribution of assets upon such termination or dissolution. Notwithstanding the foregoing, the approval of a majority of the Board of Directors shall be obtained for any action set forth above, when such approval is required in accordance with RCW 24.03.
SECTION 5 ANNUAL MEETING
An annual meeting of the Members shall be held at the office of the Corporation or as such other places designated by the Members for the purpose of electing the directors from a slate recommended by the Board of Directors and for the transaction of such other business as may come before the meeting. The annual meeting shall be held at such time and date as determined by the Voting Members. Voting shall be done in accordance with Section 4.
SECTION 6 SPECIAL MEETINGS
Special meetings of the Members may be called by the President of the Corporation or by the Board of Directors or upon written request of twenty percent (20%) of the Voting Members to the President. Special meetings may be held at such places as may be designated in the notice.
SECTION 7 NOTICE OF MEETINGS
Written or printed notice stating the place, day, and hour of any meeting of the Members shall be delivered either personally or by mail to each Member entitled to vote at such stated meeting not less than ten (10) nor more than fifty (50) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice.
SECTION 9 QUORUMS
The presence in person of a majority of the members entitled to cast a vote shall constitute a quorum for the transaction of business.
SECTION 10 FEES DUES AND ASSESSMENTS
Each member in good standing, whether Voting or Associate but not Honorary, must pay within the time and on the conditions set forth by the Board of Directors, such fees, dues and assessments in such amounts as are fixed from time to time by the Board of Directors.
SECTION 11 APPLICATION FOR MEMBERSHIP
Application for membership shall be made to the Board of Directors for its acceptance or rejection. Each member, once accepted by the Board of Directors, may select an individual within their organization as their Voting Member and will notify the Board of Directors the identity of that individual.
SECTION 12 TERMINATION OF MEMBERSHIP
a) Causes of Termination. The membership of any member of any classification shall terminate upon occurrence of any of the following events.
1) The resignation of the member upon reasonable notification to the Board provided, however, that resignation does not relieve the member from liability for fees, dues or assessments accrued or unpaid at the time of resignation.
2) Failure of the member to pay dues, fees or assessments as set by the Board within a reasonable period of time.
3) The occurrence of any event which renders that such member ineligible for membership or failure to satisfy membership qualifications;
And
b)
Procedure for Expulsion or Termination. If grounds appear to
exist for expulsion or termination of a member under Subsections
a and b above, procedures set forth below shall be
followed:
1) The member shall be given fifteen (15) days prior notice of the proposed expulsion or termination. Said notice shall be given by any method reasonably calculated to provide actual notice. Any notice given by mail should be sent by registered mail to the members address as shown on the Corporation’s records;
2) The member shall be given the opportunity to be heard either orally or in writing at least five (5) days before the effective date of the proposed action;
3) The Board shall decide whether or not the member shall be expelled for terminated or sanctioned in some other way. The decision of the Board shall be final.
SECTION 13 GOOD STANDING
Any Voting Member who shall be in arrears in the payment of any installment or dues shall not be in good standing and shall not, at the discretion of the Board of Directors, be entitled to vote as a Voting Member.
Article IV
BOARD OF DIRECTORS
SECTION 1 NUMBER
There shall be fifteen (15) directors of the Corporation who shall be called the "Board of Directors". The makeup of the Board of Directors shall be such that all Members of the Board at any given time shall be representatives of Voting Members of the Corporation, of which nine (9) members shall be also owners, managers, or representatives of retail fertilizer or agrichemical dealerships. In addition, there shall be one (1) representative from the Cooperative Extension Service from any one of the following Land Grant Universities: Washington State University, University of Idaho or Oregon State University. The representative will be appointed annually by the Board of Directors and sit on the Board of Directors in an ex-officio, non-voting capacity. The President of the Corporation shall be an ex-officio member of the Board of Directors.
SECTION 2 METHOD OF ELECTION
The Board of Directors shall be elected by the Voting Members. This may be done by any one of the following: voice vote at a called meeting of the Corporation, ballot vote at a called meeting of the Corporation, or a mailed ballot. If a mailed ballot is used, the Voting Member must receive the ballot not less than ten (10) days nor more than fifty (50) days prior to the election. Ballot shall be deemed to be delivered when deposited in the United States mail addressed to the Members at their addresses as they appear on the records of the Corporation, with postage thereon prepaid, or when personally delivered.
SECTION 3 TERM OF OFFICE AND DIRECTOR OUALIFICATIONS
Each director shall serve a three (3) year term, with five (5) directors being elected at each annual meeting of the Corporation. Each director shall serve a maximum of two (2) consecutive terms. A director who has served the maximum number of terms may serve on the Board of Directors additional terms provided the director has at least one (1) year of non-Board participation between the end of his maximum term and the start of the new term. Officers may be re-elected to a third (3) consecutive term without the one (1) year break between terms if necessary to fulfill the remaining officer responsibilities. In the event the term of the retiring Chairman of the Corporation has expired, he/she shall, nevertheless, serve on the Board of Directors in an ex-officio capacity, following his/her term of office, for a period of one (1) year.
The remaining Board members can be Members who are representatives from the producers of fertilizers or agrichemicals or those manufacturing or supplying equipment and machinery, to the fertilizer and agrichemical industry.
In the event a member of the Board of Directors terminates his employment with a Voting Member company, or is transferred to a division of a Voting Member company having no reference to the fertilizer industry, then said director shall immediately tender his/her resignation from the Board of Directors and a replacement director shall be elected by the Board of Directors.
The Corporation recognizes that from time to time there may be individuals in the fertilizer and agrichemical industry who can be an asset to the Corporation through his/her participation in the actions of the Board of Directors. Therefore, the Board has the right to appoint "ex-officio" members of the Board of Directors who shall participate in Board activities but shall have no official vote in Board affairs. Ex-officio Board members may be appointed at any time, and shall serve until such time as the Board directs.
SECTION 4 POWERS
The Board of Directors shall have and may exercise the Articles and Bylaws of this Corporation and the philosophy and objectives of, all the powers of the Corporation, general charge, control, and management of the property, affairs and funds of the Corporation, and the power and authority to do and perform all acts and functions on behalf of the Corporation.
a) Sale, lease, exchange, mortgage, pledge, or other disposition of all or substantially all of the property and assets of the Corporation;
b) Dissolution, liquidation, merger or consolidation of the Corporation;
c) Alteration, amendment, or repeal of the Articles or Bylaws or the adoption of restated Articles or Bylaws;
d) Removal of a director,
e) Incorporation or dissolution of affiliated entities;
f) Any other action requiring the action of the Board of Directors by state law
SECTION 5 REGULAR MEETINGS
The annual meeting of the Board of Directors shall be held, upon notice, once each year. The President shall call a meeting of the Board of Directors at least once a quarter. If meetings are scheduled on a regular basis and the date of such meeting is announced at a prior regularly scheduled meeting, no additional notices shall be necessary.
SECTION 6 SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Chairman at his/her own initiative, and shall be called upon written request of a majority of the Executive Committee, if in existence, or of any three (3) Board members or, of any two (2) other officers.
SECTION 7 NOTICE
Notice of any meeting of the Board of Directors shall be given at least five (5) days prior thereto by written notice delivered personally or sent by mail or telegram to each director at his/her address as shown by the records of the Corporation.
SECTION 8 QUORUM
Two-thirds (2/3) of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than two-thirds (2/3) of the directors are present at any meeting, one-third (1/3) of the directors present may adjourn the meeting from time to time without further notice.
SECTION 9 BOARD DECISIONS
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws. Each director of the Board of Directors shall possess one (1) vote in matters coming before the Board. All voting at meetings of the Board of Directors shall be by each member in person, whether by telephone or otherwise, and voting by proxy shall not be allowed. All tie votes may be broken by the Chairman.
SECTION 10 MINUTES
Minutes of all proceedings of the Board of Directors shall be maintained by the President as the Secretary of the Corporation and shall not be disclosed to any person other than the Directors except by direction of the Board of Directors or as required by law. In the absence of the President, the Chairman shall appoint a Board Member or his/her designee to maintain the minutes of the meeting. Unless changed by the Board of Directors, the Corporation’s accountant and Corporation’s attorney may inspect the Board of Director’s minutes in connection with their respective responsibilities.
SECTION 11 COMPENSATION
Directors as such shall not receive any stated salaries for services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the Board.
SECTION 12 RESIGNATION or REMOVAL
Any Director may resign his/her office as Director at any time by mailing or otherwise delivering a written resignation to the Chairman of the Board of Directors. Such resignation may also include any office he/she holds as an officer of the Corporation. Any Director may be removed from office by a two-thirds (2/3) vote of the membership of the Corporation, whenever, in their judgment, such Director shall have become incapable or unfit by reason of age or for other good cause to discharge the duties of his/her office, or shall neglect or refuse to perform the same.
Any Director missing three (3) consecutive meetings without having the absence excused prior to the Board meeting by the Chairman, shall forfeit his/her right to serve on the Board of Directors. In such event, the Board shall then have the right to appoint a new Director who shall serve for the balance of the term of the replaced Director.
SECTION 13 REMOVAL
Any officer elected or appointed by the Board of Directors may be removed by a vote of the majority of the Board of Directors whenever in its judgment the best interest of the Corporation would be served.
If a member of the Board of Directors no longer is employed at the place of business he/she was employed at the time he/she was elected to the Board of Directors, then that person will be subject to an automatic resignation from the Board of Directors. The Board of Directors, at their discretion, assuming the individual remains within the fertilizer or agrichemical industry, may reinstate that individual. The Board of Directors may also choose to appoint an individual to fill out the remaining term of the individual who resigned.
SECTION 14 COMMITTEES
The Board of Directors may designate and appoint such committees consisting of members of the Association, as it may deem necessary from time to time, either as special or permanent committees. Committees will be established by a resolution of the Board of Directors outlining the purpose, objective and authority for which the committee was established. Committees shall communicate to the Board of Directors activities undertaken which will further the mission and objectives of the Corporation. At no time shall committees take positions which are contrary to Board of Directors policies. Chairmen/women of the committees shall be appointed by the Chairman of the Board of Directors, with input from committee members. The list of these committees shall be communicated to the membership of the Association annually.
SECTION 15 GIFTS
The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for any purpose of the Corporation. Acceptance does not grant the individual or Corporation any special benefit or dispensation not available to the membership in general.
SECTION 16 CONSULTANTS
The Executive Committee or the Board of Directors may invite additional individuals with expertise in a pertinent area to meet with and assist the Board. Such consultants shall not vote or be counted in determining the existence of a quorum and may be excluded from any executive session of the Board by a majority vote of the Directors present upon request from the Chairman.
SECTION 17 BONDS
The Board of Directors may require any officer, agent, or employee of the Corporation charged with the responsibility for the custody of any of its funds or property to be bonded in such sum and with such surety as the Board of Directors shall determine, with the premium therefore to be paid by the Corporation.
SECTION 18 CONTRACTS
The Board of Directors may authorize any officer or agent or employee to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Corporation, and such authority may be general or confined to the specific instance. Unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge it credit, or render it liable pecuniary for any reason to any amount.
Article V
OFFICERS
SECTION 1 ELECTIVE OFFICE
The elective officers of the Corporation shall be Chairman, a first and second Vice- Chairman, a Secretary, and a Treasurer. Any two (2) offices may be held by the same person except the office of Chairman and Secretary. All officers shall be members of the Board of Directors.
SECTION 2 CHAIRMAN
The Chairman shall preside at all meetings of the Corporation and at all meetings of the Board of Directors, and he/she shall be an ex-officio member of each committee. He/She shall appoint any committees as their need may be necessary. He/She shall perform such other duties as usually pertain to the office.
SECTION 3 FIRST VICE-CHAIRMAN
The First Vice-Chairman shall, in the absence of the Chairman, assume all of the duties of that office, and if a vacancy occurs, succeed to that office for the unexpired term. The first Vice-Chairman shall also perform such other duties as the Chairman or the Board of Directors may designate. The First Vice-Chairman shall also be Chairman of the Annual Meeting committee responsible for development and implementation of the Annual Meeting.
SECTION 4 SECOND VICE-CHAIRMAN
The Second Vice-Chairman shall be in charge of membership development and shall oversee projects and membership services along with other duties as the Chairman or Board of Directors may designate.
SECTION 5 SECRETARY-TREASURER
It shall be the duty of the Secretary/Treasurer to act as custodian of minutes of all Corporate meetings, including Executive Committee meetings as directed by the President, to issue such notices as may be required by the Articles of Incorporation and Bylaws, to supervise the custody of the funds and securities of the Corporation; cause full and accurate accounting of receipts and disbursements to be kept; cause all funds and properties of the Corporation to be, or held, deposited in such depositories as may be designated by the Board of Directors; cause the funds of the corporation to be disbursed as may be ordered by the Board or Executive Committee, subject to the approval of the Board of Directors, cause a report to be made at its regular meeting, or whenever the Board may require it, of all transactions and the financial condition of the Corporation; and perform such other duties as the Board of Directors from time to time shall prescribe. The President, at the discretion of the Chairman, can serve in the capacity of Secretary of the Corporation.
SECTION 6 EXECUTIVE COMMITTEE
The Executive Committee shall consist of the Board Chairman, First Vice
Chairman, Second Vice Chairman, Secretary/Treasurer, Immediate Past Chairman, President (in an ex-officio capacity) a non-officer member of the Board of Directors who is appointed by the Board Chairman. The duties of the Executive Committee are to review all proposals submitted to the Association and present same with recommendations to the Board of Directors for consideration. Four (4) members of the Executive Committee shall constitute a quorum for the transaction of business. Meetings may be called by the Chairman with any four (4) members of the Executive Committee upon five (5) days notice.
SECTION 7 ELECTION AND TERM OF OFFICE
The Officers of the Corporation shall be elected annually by the Board of Directors at the first regular meeting of the Board of Directors at which newly elected directors take office. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board of Directors at the discretion of the Board of Directors. Each officer shall hold office until his/her successor has been duly elected and qualified.
SECTION 8 VACANCIES
A vacancy in any office because of death, resignation, removal, or disqualification shall be filled by the Board of Directors for the unexpired portion of the term.
Article IV
PRESIDENT & STAFF
SECTION 1 PRESIDENT
The Board of Directors is authorized to create the position of President. The President reports to and serves at the pleasure of the Board of Directors. The Board of Directors is empowered to re-title this position as appropriate.
SECTION 2 DUTIES OF PRESIDENT
The President is responsible for the business affairs of the Corporation. He/She shall represent the Corporation at all functions pertinent to the benefit of the Corporation and the Industry. He/She shall keep regular communication with the Chairman and the Executive Committee. He/She shall be available to all members of the Corporation as a resource for information regarding industry issues. He/She shall also coordinate and participate in the activities of all committees and conduct correspondence and duties for these committees as needed. Under the direction of the Executive Committee and the Board of Directors, the President may handle the financial affairs of the Corporation.
SECTION 3 REMUNERATION
This position shall be a salaried position. Salary will be set by the Executive Committee and approved by the Board of Directors. A performance review of the President shall occur at least annually with the Executive Committee or the entire Board of Directors. Salary adjustment, if any, will be made annually. All reasonable and pertinent expenses incurred by the President in the performance of his/her duties shall be reimbursed upon approval by the Chairman.
SECTION 4 OTHER STAFF
From time to time, it may be necessary to hire other staff, either full time or part time, to assist the President in the performance of the duties of the Corporation. Upon consultation and approval of the Executive Committee, the President is empowered to hire and, if necessary terminate, such personnel. All additional staff shall be accountable to the President.
Article VII
INDEMNIFICATION
SECTION 1 RIGHT OF INDEMNITY
To the fullest extent permitted by law, this corporation shall indemnify its directors, officers, employees, and other persons provided by RCW 24.03.043 and 23A.08.250, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonable incurred by them in connection with any "proceeding", as that term is used in that section, and including an action by and in the right of the Corporation, by reason of the fact that the person is or was a person described in that section. "Expenses" as used in the Bylaw, shall have the same meaning as in RCW 23A.08.025.
SECTION 2 INSURANCE
The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees and other agents, against any liability asserted against or incurred by any officer, director, employee or agent in such capacity or arising out of the officer’s, director’s, employee’s, or agent’s status as such.
Article VIII
FISCAL YEAR
The fiscal year of the Corporation shall end at midnight on the 30th day of September of each year.
Article IX
LIABILITIES
Nothing herein shall constitute the Directors of the Corporation as partners for any purpose. No director, officer, agent, or employee shall be liable for the acts or failure to act of any other director, officer, agent or employee of the Corporation; nor shall any member, officer, agent, or employee be liable for his/her acts or failure to act under these Bylaws, or the Article of Incorporation of Corporation, excepting only acts or omissions arising out of his/her willful misfeasance.
Article X
PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS
No director, officer, or employee of, or member of a committee of, or person connected with this Corporation, or any other private individual, shall receive at any time any of the net earnings or pecuniary profit from the operation of the Corporation, provided that this shall not prevent the payment to any such person, or entity of which such person is an owner, officer, director, employee, or beneficiary, of such reasonable compensation for services rendered to or for the Corporation in pursuit of any of its purposes as shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. All directors of the Corporation shall be deemed to have expressly consented and agreed that, upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation then remaining, after all debts have been satisfied, shall be distributed, transferred, conveyed, delivered and paid over in such amounts as the Board of Directors may determine, or as many be determined by a court of competent jurisdiction upon allocation of the Board of Directors, exclusively to charitable, scientific, or educational organizations, then exempt from tax under Internal Revenue Code Section 503 (c) (3) or any successor section thereto, and in all events, in accordance with the Article of In corporation.
Article XI
BOOKS AND RECORDS
The Corporation shall keep correct and complete books of the minutes of all meetings and other reports and actions of its Board of Directors and committees having and exercising any of the authority of the Board of Directors, and shall keep at the principal office a record giving the names and address of the members of the Board of Directors entitled to vote.
Article XII
AMENDMENTS
The Bylaws may be amended upon a vote of two-thirds (2/3) of the Board of Directors, with the approval of the membership, or upon action initiated by the membership, in the manner provided in these Bylaws
The Amendments to the By-Laws were approved by a vote of the Voting Delegates and affirmed by the Far West Fertilizer and Agrichemical Association Board of Directors on December 11, 1995.