MIDWEST ARONIA ASSOCIATION BYLAWS (MAA)
ARTICLE I
Section 1.01. Name
The name of the Association is Midwest Aronia Association (MAA). The said Association shall operate as an independent nonprofit, nonpartisan association. (501)(c)(5)
Section 1.02. Location
The principal office of this Association shall be located at the current president’s residence. For the 2010 – 2012 term this address will be the following unless modified by the board:
Charlie Caldwell
18506 270th Street
Council Bluffs, IA 51503
Section 1.03. Organizational Area
The organizational area where the Association targets its resources shall be principally the central states of North America.
ARTICLE II
Section 2.01 Purpose
The Association is organized exclusively for agricultural, educational and promotional purposes within the meaning of Section 501C (3) of the Internal Revenue Code.
The purpose of the said Association shall be:
- To gather and provide information regarding the culture of aronia
- To better the conditions of those engaged in aronia growing and encourage sustainable growing practices.
- To improve the quality and marketability of aronia produced through the use of education and research.
- To promote the aronia industry and other value-added uses of aronia.
- To network and cooperate with related government agencies, education institutions, development organizations and private industry to address these stated purposes.
- To promote a healthy social and political environment conducive to aronia growing.
ARTICLE III
Section 3.01 Membership
There shall be three (3) classes of members as follows:
Grower Members shall include persons whose aronia are grown within said organizational area. To be considered a Grower member, the Grower must have a minimum of 500 aronia plants currently growing. The Grower member must maintain an independent status. While a grower may decide to contract with a Processor for berry production when the plant is producing, the berry crop is to be under the independent ownership of the Grower member and not planted under a contractual agreement with another entity.
Processor Members shall include persons who operate facilities that add value to aronia. Such facilities and operations include, but are not limited to juice extraction, wineries, or food production. To be considered a Processor Member, the members business shall be of a commercial nature.
Affiliate Members shall include any non-participating individual, business, association, or organization that shall have an interest in aronia growing, products, or processing. These members would have no aronia planted or do not meet the minimum of 500 plants growing or they have aronia planted under contract to another entity. Affiliate members will have no voting rights, co-op purchasing privileges or discounts to workshops.
An individual, business, or organization shall hold only one class of membership at a time. All memberships shall be granted upon approval of the Secretary under the authority of the Officers of the Association and the timely payment of such dues and fees as the Officers of the Association may fix from time to time. Members may change their membership type by submitting this request in writing to the secretary.
Section 3.02. Dues
The Membership may establish a dues structure and, from time to time, amend such dues for the various classes of members. The dues shall coincide with the Fiscal Year of the Association. Annual membership dues shall be determined by motion, second, and majority vote of the eligible voting membership present at its Annual Meeting. The dues for the 2010 year are set at $35 for Grower and Processor members and $20 for Affiliate Members. If an Affiliate member changes status during the year they may do so upon payment of the additional $15 and documentation pertaining to the aronia planted. Dues received after October 31 of the Fiscal year shall apply to the following Fiscal year. Dues are not prorated and non-refundable.
Section 3.03. Good Standing
Those members who have paid the required dues and fees in accordance with these bylaws and who are not suspended shall be members in good standing.
Section 3.04. Causes of Termination
A membership shall terminate on occurrence of any of the following events:
- Resignation of the member on reasonable notice to the Association;
- Expiration of the period of membership, unless the membership is renewed on the renewable terms fixed by the Association;
- Failure of the member to pay dues or fees as set by the association within ninety (90) days after they become due or payable;
- Member has failed in a material and serious degree to the rules of conduct of the Association, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the Association as determined by the Officers of the Association.
Section 3.05. Voting
Grower Members and Processor Members who are current in the payment of dues are entitled to vote at the Annual Meeting and other such meetings where a vote of the membership is required or desired. A single vote is awarded per membership regardless of the number of parties named on the membership. Affiliate Members are not entitled to vote. All members, voting and non-voting shall have the right to speak at a general meeting of the membership. All voting members must vote in person.
Section 3.06. Members Meeting Notice and Quorum
A quorum of the members shall consist of a majority of the members who are present at any duly called meeting of the membership. A duly called meeting shall be set and called by the President of the Association, with all members given a minimum ten (10) day notice. The President of the Association shall call a meeting of members within forty-five (45) days if a majority of the voting membership petitions the Association for a meeting of members.
ARTICLE IV
Section 4.01. Board of Directors
The Board of Directors shall consist of the three elected officers (president, vice-president/president-elect, secretary/treasurer) and shall be elected by the membership as prescribed in Section 4.02 of these articles. The term for elected officers shall be two years.
Chairs for the following committees will be appointed by the Board of Directors and will report to the Board of Directors: Marketing/Education Committee, Cooperative Purchasing Committee, and Public Relations Committee.
No person may hold more than one of the aforementioned positions at one time. All positions on the Board of Directors and committee chairs must be held by voting members. In addition legal counsel will be utilized by the Board of Directors for legal advice and a parliamentarian will be appointed to oversee compliance with Robert’s Rules of Order.
Section 4.02. Election of Association Officers
Officers of the Association shall consist of a president, vice president/president-elect, secretary/treasurer and shall be elected by the membership at the Annual Meeting.
President
The President shall be the principal executive officer of the Association and shall in general supervise and control all the business and affairs of the Association. The President of the Association shall also serve as Chairperson of the Board of Directors. He/she may sign, with attestation of the membership, any deeds, mortgages, bonds, contracts, or other instruments which the membership authorizes to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the membership, these Bylaws, or statue to some other officer and in general he/she shall perform all duties incident to the office of President and such duties as may be prescribed by the Membership from time to time.
Vice President/President-elect
In the absence of the President in the event of his/her inability or refuse to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties from time to time as assigned to him/her by the President or the Association.
Secretary/Treasurer
The Secretary/Treasurer shall keep the minutes of the meetings of the Association in one or more books provided for that purpose; shall see that all notices are duly given in accordance with the provisions of the Bylaws or as required by law; shall in general perform all duties incident to the office of Secretary and such other duties as time to time may be assigned by the President of the Association. The Secretary/Treasurer shall maintain the Association web page.
The Secretary/Treasurer shall have charge and custody of and be responsible for all funds and securities of the Association, shall receive and give receipts for monies due and payable to the Association from any source; shall deposit all such monies in the name of the Association in such banks, trust companies, or other depositories as shall be selected by the Association; shall in general perform all duties from time to time as may be assigned by the President of the Association. The treasurer shall have authority to issue and sign checks for expenditures for any approved amounts not exceeding $1000.00 as directed by the officers of the Association. Any disbursements in the amount exceeding $1000.00 shall also include a secondary signature by the president.
Section 4.03. Vacancy
Any vacancy occurring in the Officers of the Association shall be filled by majority vote of the remaining officers, until the next annual meeting.
Section 4.04. Quorum and Voting Authority
A quorum of the Board of Directors shall be a minimum of 50% of the board present at any duly called meeting of that Board of Directors.
All Elected Officers shall have equal voting authority at any called meeting. The President of the Board of Directors will vote only when there is a non-decisive vote.
Section 4.05. Compensation
There will be no compensation for any officer or member of this Association when normal duties are being performed. However, workshop fees and/or travel expenses may be reimbursed if approved by the Board of Directors prior to the event.
Section 4.06. Removal from Office
An officer may be removed from the Board of Directors for just cause by the vote of not less than two-thirds (2/3) of the current members of the Association present at a scheduled meeting, provided notice of such proposed action shall have been duly given in the notice of the meeting and provided the Officer has been informed in writing of the charges preferred against him/her at least ten (10) days before such hearing. The Officer shall be given an opportunity to be heard at such meeting. Any vacancy created by the removal of an Officer shall be filled by majority vote, which may be taken at the same meeting at which removal takes place.
Section 4.07. Manner of Acting
The act of majority of the Officers and members present at a meeting, which quorum is present, shall be the act of the Association, unless the act of a greater number is required by law or these Bylaws.
Section 4.08. General Powers
Accordingly, the Association has full authority to conduct activities in accordance with lawful purposes as contained within the Code of Iowa, related legislation and regulations.
ARTICLE V
Section 5.01. Order of Business
The order of business at any regular or special meeting of the members of the Association shall be:
A. Approval of Agenda
B. Reading and approval of any unapproved minutes
C. Reports of officers and committees
D. Unfinished business
E. New Business
F. Adjournment
Section 5.02. Parliamentary procedure
Robert’s Rules of Order shall be followed for all meetings.
On questions of parliamentary procedure not covered in these Bylaws, a ruling by the President shall prevail.
ARTICLE VI
Section 6.01. Fiscal Year
The Fiscal year of the Association shall begin on the first day of January and shall end on the last day of December in each year.
Section 6.02. Annual Meeting
The Annual Meeting of the Association shall be held at a time and place designated by the President of the Association within thirty (30) days following the end of the Association Fiscal Year.
The annual meeting of the association shall be January of each year. The time and place shall be set by the Board of Directors and notice will be distributed to each member at least ten (10) days before the meeting.
Section 6.03. Additional Meetings
General meetings of the association may be called by the President at any time, or upon petition in writing of any three (3) Officers or Directors of the Association in good standing:
Notice of special meetings shall be emailed to each member at least five (5) days prior to such meetings.
ARTICLE VII
Section 7.01. Waiver of Notice
Whenever any notice is required to be given under the provisions of the statutes of said State Bylaws of the Association, a waiver thereof in writing signed by the person entitled thereto, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE VIII
Section 8.01. Repel or Amendment of Bylaws
These Bylaws may be replaced or amended by majority vote of eligible voting membership present at the Annual Meeting of said Association, or at any special meeting called by the Officers and Directors of the Association for such purpose following notification set forth in Article III, Section 3.06.
The undersigned Secretary of the Association identified in the foregoing Bylaws does hereby certify that the foregoing Bylaws were duly adopted by majority vote of voting members present of said Association, and presented as Bylaws of said Association, on the 4th day of December at the organizational meeting and that they do now constitute the Bylaws of said Association.
Secretary
