By-laws 2013

Dumping raspberries into cartons
LISTING OF CONTENTS

  • Article I – Name and Purpose
    • Section 1.  Name
    • Section 2.  Purpose
  • Article II – Membership
    • Section 1   Scope of Authority
    • Section 2.  Classes of Membership
    • Section 3.  Organizational Members
    • Section 4.  Individual Members
    • Section 5.  Advisory Members
    • Section 6.  Membership Application
    • Section 7.  Voting Rights and Benefits
  •  Article III – Board of Directors
    • Section 1.  Scope of Authority
    • Section 2.  Staff Appointment
    • Section 3.  Composition of the Board
    • Section 4.  Term of Office
    • Section 5.  Eligibility for Board Service
    • Section 6.  Meetings of the Board
    • Section 7.  Quorum and Voting
    • Section 8.  Vacancies
    • Section 9.  Resignation and Removal
    • Section 10. Compensation
  •  Article IV – Officers
    • Section 1.  Officers
    • Section 2.  Eligibility
    • Section 3.  Term of Office
    • Section 4.  Vacancies in Office
    • Section 5.  Powers/Duties of Officers
    • Section 6.  Compensation
  •  Article V – Committees
    • Section 1.  Appointment
    • Section 2.  Nominating Committee
  • Article VI – Meetings
    • Section 1.  Annual Meeting
    • Section 2.  Special meetings
    • Section 3.  Written Notice of Meetings
    • Section 4.  Quorum and Voting
    • Section 5.  Rules of Order
    • Section 6.  Order of business
  •  Article VII – Elections and Voting
    • Section 1.  Voting Eligibility
    • Section 2.  Election of Officers
  • Article VIII – Dues and Fiscal Policies
    • Section 1.  Fiscal Year
    • Section 2.  Dues
    • Section 3.  Assessments
    • Section 4.  Payment of Dues
    • Section 5.  Refunds
    • Section 6.  Financial Review
    • Section 7.  Bonds and Insurance
  •  Article IX – Assets
    • Section 1.  Use of Funds
    • Section 2.  Dissolution
    • Section 3.  Distribution of Assets
  •  Article X – Indemnification
    • Section 1.  Indemnification
  •  Article XI – Interpretation and Amendment
    • Section 1.  Interpretation
    • Section 2.  Amendment of Bylaws

ARTICLE I – NAME AND PURPOSE

Section 1. Name

The name of this Organization shall be the National Berry Crops Initiative (hereinafter sometimes referred to as the “Association” or the “NBCI”), operating under and in accordance with the laws of the State of North Carolina.

Section 2.  Purpose

The purpose of this organization is to enhance the health and sustainability of the American berry crop industries, through increased cooperation of growers, organizations, and institutions; by increased funding and research relating to berry production, marketing, and health benefits; and through promotion of berry crops to consumers.

ARTICLE II – MEMBERSHIP

Section 1.  Scope of Authority

Members benefit from information-sharing, lobbying and affiliation with like-minded people and organizations.  Members shall pay dues, vote, nominate and ratify directors, attend annual meetings, promote their affiliation with NBCI and otherwise take an active role in the Organization; however, primary authority lies with the Board of Directors.  As outlined in Article III, Sect. 1.a,  “the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.”

Section 2.  Classes of Membership

The Association shall include the following classes of membership:  Large Organizational members, Small Organizational members, individual members and advisory members. The Board of Directors may establish additional classes of membership at any time.

Section 3.  Organizational Members

a. Large Organizational members shall be those commodity organizations, commissions, state and national associations, marketing cooperatives, or any organization representing a group of growers.

b. Small Organizational members shall be those commodity organizations, commissions, state and national associations, marketing cooperatives, or any organization representing a group of growers that wish to become organizational members of the Association but need a reduced and more affordable dues level.

Section 4.  Individual Members

Individual members shall be those individuals, farms, partnerships, and other interested persons who are interested in the well-being of the berry industry and wish to become members of the Association.

Section 5.  Advisory Members

Advisory members shall be those persons employed by universities and other educational institutions, governmental agencies, Cooperative Extension, and other organizations (Farm Bureau, etc.), whose Ex Officio responsibilities complement the goals of the Association or whose advice and counsel may be sought.  Advisory members do not pay dues or vote.

Section 6.  Membership Application, Dues, and Termination of Membership

The Board of Directors shall establish application procedures and dues, as well as conditions by which membership may be terminated.

Section 6.  Voting Rights and Benefits

a.  Unless otherwise provided in the bylaws, the Board of Directors shall determine voting rights of members.

b.  Unless otherwise provided in the bylaws, the Board of Directors shall determine benefits for members.

c.  No property rights shall accrue to any member or person. In the case of dissolution of the Organization, all property or assets, after payment of debts, shall be distributed as provided in the charter. No incorporator or member shall be responsible for or individually liable for any debts or obligations of the corporation.

ARTICLE III – BOARD OF DIRECTORS

Section 1.  Scope of Authority

a.  Subject to the provisions of the laws of the state of North Carolina and any limitations in the Articles of Incorporation and these Bylaws, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board of Directors oversees the organization’s annual budget, develops and directs the policies and programs of the Association and is ultimately responsible for their implementation.

b.  The Board of Directors shall elect the officers of the Association.

Section 2.  Staff Appointment

The Board of Directors may engage an employee or contracted agent to serve as the chief staff executive to manage the activities and programs of the Association, and to implement the policies of the Association.  This position shall have exclusive authority over any other employed staff or individuals under contract to the Association.

Section 3.  Composition of the Board

a. The Board of Directors shall consist of up to twenty-five (25) voting members, from which four (4) officers will be chosen.  The Board of Directors shall include representation from all major berry commodities and berry-producing regions of the US.  The Board of Directors shall identify the commodity organizations that are eligible for Large Organizational Member status.

b. Large Organizational Board Members: In most cases Large Organizational Members shall be entitled to appoint one individual to the Board of Directors.  There may be instances where the Board of Directors will require two or more Large Organizational Members to participate in appointing one individual to represent them on the Board of Directors.

c. At-Large Board Members: At-Large Board Members shall be appointed by the Board of Directors from the Individual Membership.

d. Small Organizational Board Members: In most cases Small Organizational Members shall be entitled to appoint one individual to the Board of Directors.

Section 4.  Term of Office

a.  The initial Board of Directors shall have seventeen (17) members, including five (5) members who will serve for one year, six (6) members who will serve for two years, and six (6) members who will serve for three years.  Each January replacement directors will be appointed to three-year terms to replace those whose terms are expiring.

b.  The term of office for Board members shall commence when their appointment is announced at a meeting, by mail, or by electronic notification, and shall continue until the designated term expires or until a successor is named.

c. The Board of Directors shall have the authority to define and institute term limits.

Section 5.  Eligibility for Board Service

Only those who are individual members or affiliated with an organizational member, and whose membership is in good standing, shall be eligible for appointment to the Board of Directors.  Should the member’s dues or the dues of the organization that a member of the Board is affiliated with have lapsed, or the Board member is no longer affiliated with an organizational member that Board member can continue on the Board only if dues are promptly paid or the Board member becomes affiliated with another organizational member.

Section 6.  Meetings of the Board

a.  Meetings of the Board of Directors shall be called by the President. At least two meetings must occur during each program year.  Notice of the meeting of the Board, specifying the business to be conducted, shall be provided to Board members in advance of the meeting.  Special meetings of the Board of Directors may be called by the President, or by a member of the Board provided written notice of said request is submitted to the President and agreed to by at least one half (1/2) of the Board of Directors.  Written notice of every special meeting of the Board of Directors shall be given to each Director at least ten (10) days prior to the day named for the special meeting.

b.  In lieu of a physical meeting of the Board of Directors, business may be conducted via telephone conference call. Actions taken at that meeting, provided notice has been duly provided and a quorum is present, shall be valid.

c. The Board of Directors may designate an Executive Committee or other Committee to act for the Board between meetings. The duration and scope of responsibility of this committee shall be specified and must be approved by a majority of the Board.

Section 7.  Quorum and Voting

a.  The presence of a majority of current members of the Board of Directors or their designee constitutes a quorum to transact business, except as otherwise provided in these Bylaws.  The vote of a majority of the members of the Board of Directors shall be the action of the Board.

b.  Proxy voting is not permitted for actions taken by the Board of Directors.

Section 8.  Vacancies

Vacancies on the Board of Directors will be filled in the manner defined in Article III, Section 3.  .  Each person so appointed shall be a Director for the unexpired term of the predecessor.

Section 9.  Resignation and Removal

a.  A Director may terminate directorship at any time by written notice to the Association president, with such termination being effective upon receipt.

b.  Any member of the Board of Directors, including officers, may be removed by a two-thirds vote of the Board of Directors, who may then request replacement in the manner defined in Article III, Section 3. for the unexpired term.

Section 10.  Compensation

Members of the Board of Directors shall not receive compensation for their services, but may be reimbursed for reasonable expenses incurred in connection with Association business, according to policies and procedures established by the Board of Directors.

ARTICLE IV – OFFICERS

Section 1.  Officers

The officers of the Association shall be the following:

  1. President
  2. Vice President
  3. Secretary
  4. Treasurer

No person may hold more than one (1) office at a time.  Officers shall be elected at the first board meeting following the annual meeting each year.  It is not incumbent upon the Board of Directors to follow any sequence of advancement in filling any officer position.

Section 2.  Eligibility

Officers must be chosen from among the existing Board members.

Section 3.  Term of Office

The term of office for all officers shall be one year. Officers shall be elected by the Board of Directors.  An individual may serve additional terms in the same office if so elected.

Section 4.  Vacancies in Office

Except as otherwise provided herein, vacancies in an office may be filled by a majority vote of the Board of Directors. Officers so elected shall serve the remaining term of that vacancy.

Section 5.  Powers and Duties of Officers

a. The President shall be the Chief Officer of the Association and shall preside at all Association meetings; shall perform all duties as are provided for in the Bylaws; and shall implement the policies of the Board of Directors and such other duties as usually are incidental to this office.

b.  The Vice President shall, during the absence or disability of the President, exercise all the powers and discharge all the duties of the President until the President shall return or a successor be chosen.

c.   The Secretary or authorized representative shall attend all meetings of the membership, Board of Directors, and Executive Committee and shall record the minutes and votes of those meetings as official records of the Association.

d.   The Treasurer or authorized representative shall maintain membership records, including dues payments, as well as other financial records of the Association, and shall be responsible for the financial affairs of the Association in accordance with the policies of the Board of Directors.

e.  All officers are subject to such further duties and responsibilities as designated by the Board of Directors or the President.

f. If specific duties of officers are delegated to staff or other authorized representatives, officers will maintain responsibility for oversight of these duties.

Section 6. Compensation

a.   The President, Vice President, Secretary and Treasurer shall serve without pay.

b.   Said officers may be reimbursed for their reasonable expenses incurred in connection with Association business according to policies and procedures established by the Board of Directors.

ARTICLE V – COMMITTEES

Section 1.  Appointment

The President shall establish committees, task forces, and other groups as needed to carry out the programs of the NBCI.  The President, after seeking the advice and counsel of the Board of Directors, shall appoint the chairs of all committees. All committees shall report directly to the President and to the Board of Directors.

ARTICLE VI – MEETINGS

Section 1.  Annual Meeting

An annual meeting of the Association membership shall be held at such location as the Board of Directors may select, at a time fixed by the Board of Directors.  If the annual meeting is not held in any given year, the Board of Directors shall have the authority to poll members and otherwise conduct business via mail (including e-mail), provided a quorum is met as described in Article VI Section 4.d.

Section 2.  Special Meetings

Special meetings of the Association may be held upon the call of the President, upon the written request of a majority of the Directors, or upon the written request of at least ten percent (10%) of the members.

Section 3.  Written Notice of Meetings

Annual meetings shall require thirty (30) days notice. Special meetings shall require thirty (30) days notice stating the purpose of the meeting.

Section 4.  Quorum and Voting

a.  At least 10% of the voting membership and a majority of officers and Board members must be represented at a membership meeting in order for business to be transacted.

b.  Only members in good standing shall have voting rights, with each organizational member and each individual member entitled to one vote regarding the business of the Association.  Advisory members have no voting rights.

c.  A majority vote of those members present shall be required for any action to be approved, except that when voting for substitution, alteration, amendment, or repeal of any action of the Board of Directors, an affirmative three-fourths (3/4) vote shall be required.

d.  The Board of Directors shall have the power to call for voting by mail (including e-mail) from members of the Association. A simple majority of the total membership must participate for such mail ballot to be considered valid, and a majority vote of those participating is required to be considered as membership action, except in the instance noted above in Article VI, Section 4.c.

Section 5.  Rules of Order

Robert’s Rules of Order shall govern all meetings.

Section 6.  Order of Business

  1. (1)  Call to order
  2. (2)  Roll call of officers and designation of quorum
  3. (3)  Approval of minutes from previous meeting
  4. (4)  Report of officers
  5. (5)  Report of standing committees
  6. (6)  Report of special committees
  7. (7)  Unfinished business
  8. (8)  New business
  9. (9)  Program
  10. (10)  Adjournment

ARTICLE VII – Elections and Voting

Section 1.  Voting Eligibility

Only members who have paid dues for the current membership year and are in good standing shall be entitled to vote.  Every individual member shall have one vote.  For organizational members, representation for voting purposes shall be limited to one designated individual for each organization, who shall have one vote.

Section 2.  Election of Officers

Election of officers shall be conducted at a meeting of the Board of Directors at which a quorum is present.  A majority vote is required to elect.

ARTICLE VIII – DUES AND FISCAL POLICIES

Section 1.  Fiscal Year

The fiscal year of the Association shall begin January 1, which shall also be the membership year.

Section 2.  Dues

The Board of Directors shall set membership dues for each year, with any changes requiring at least 90 days notice in writing to the general membership prior to the beginning of the dues year.

Section 3.  Assessments

Assessments may be made for due cause, if passed by a unanimous vote of the Board of Directors and ratified by a majority vote of members.

Section 4.  Payment of Dues

The Board of Directors shall set procedures for the payment of dues and policies regarding delinquency and termination of membership.

Section 5.  Refunds

No dues or assessments shall be refunded.

Section 6.  Financial Review

The treasurer, or as delegated by the chief staff executive, may arrange for an annual review of the financial records of the Association by an independent certified public accountant, and the results of that procedure shall be reported to the Board of Directors upon completion.

Section 7.  Bonds and Insurance

The Board of Directors may require the treasurer or designee, officers, agents, and employees charged by the association with responsibility for custody of any of its funds or negotiable instruments to give adequate bonds.  Such bonds, unless a cash security is given, shall be furnished by a responsible bonding company and approved by the Board of Directors, and the cost thereof shall be paid by the association.

ARTICLE IX – ASSETS

Section 1.  Use of Funds

The Association shall use its funds only to accomplish the purposes specified in these Bylaws. No part of said funds shall accrue, or be distributed to the members, directors, officers, staff, or any other authorized agent of the Association.

Section 2.  Dissolution

The Board of Directors may recommend to the membership the dissolution of the Association if the purpose can no longer be sustained.  Such a recommendation requires a two-thirds vote of the Board of Directors to provide written notice of dissolution of the organization to all members.  Members would have ninety (90) days to offer objections to the dissolution.  If there is no objection, the BOD could dissolve the organization w/o a vote of the membership.  If over ten percent (10%) of the current membership objects to dissolution notice must be submitted to the membership at least ninety (90) days in advance of the meeting called for the purpose of approving the recommendation to dissolve the Association and a vote of two-thirds (2/3) of the membership is required for dissolution.

Section 3.  Distribution of Assets

In the event of action to dissolve the Association, any assets of the Association will be transferred in whole to one or more non-profit organizations or foundations that meet requirements as a 501(c)(3), 501(c)(5) or 501(c)(6) organization as defined in the Internal Revenue Code, to be selected by the Board of Directors.

ARTICLE X — INDEMNIFICATION

Section 1.  Indemnification

The Directors, officers, staff, and other authorized agents of the Association are indemnified by the Association against claims for liability arising in connection with their positions in the Association or activities on behalf of the Association, in accordance with the laws of the State of North Carolina on such matters.

ARTICLE XI – INTERPRETATION AND AMENDMENT

Section 1.  Interpretation

A vote of two-thirds (2/3) of the members of the Board of Directors shall interpret the meaning and intent of these Bylaws.  When warranted, the Board of Directors by majority vote may request a written opinion from legal counsel on the proper interpretation thereof.

Section 2.  Amendment of Bylaws

a.  Amendments to these Bylaws must first be approved by the Board of Directors.

b. Following Board approval, the amendments must be approved by the Association membership at any annual or special meeting by (i) a majority vote of those in attendance, or by (ii) a majority vote of those returning a mail ballot in accordance with Article VI.4.d.

c.  Notice of proposed amendments to the Bylaws must be given to the voting membership not less than thirty (30) days prior to the (i) meeting at which such amendments will be considered or the (ii) date when mail balloting is closed.