BYLAWS
Midwest Aronia Association
Revised April 8, 2011
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 (3)
Section 1.02. Location
The president of the Association shall designate the official business address.
Section 1.03. Organization Area
The current organizational area is concentrated in the central states of North America, but MAA welcomes membership and provides advocacy for the aronia industry throughout 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 through the use of education and research.
§ To promote the aronia industry and value-added uses of aronia.
§ To network and cooperate with related government agencies, educational institutions, other 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
The membership shall be open to all entities that have an interest in aronia berries. An individual, business or organization shall hold only one membership.
Section 3.02. Dues
Dues structure and amount will be determined by the membership and may be changed by motion, second and majority vote of the eligible voting membership at its annual meeting or at any duly called meeting of the membership.
Membership is based on the calendar year. Dues must be paid at the beginning of the calendar year to remain as members in good standing. Membership privileges will be revoked after a 90-day grace period. Dues are not prorated and are non-refundable. Dues received after October 31 shall apply to the following calendar year.
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 or serious degree to the rules of conduct of the Association, or has engaged in conduct materially and seriously prejudicial to the purposes and interest of the Association as determined by the Board of Directors of the Association.
Section 3.05. Voting
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.
All members shall have the right to speak at a general meeting of the membership. All voting members must vote in person at a regularly scheduled general meeting.
In the event of a non-regularly scheduled meeting required to address specific issues in a timely manner, members of record will be contacted and allowed ten (10) days to cast a vote electronically, by phone, or by mail, at which time the majority vote of respondents will be construed as the majority vote of the membership.
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) days 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. Election of Board of Directors
The Board of Directors shall consist of nine (9) members that are elected from the membership at the Annual Meeting. Board members will serve staggered three (3) year terms. Following the initial election of nine (9) Board members, membership will vote to fill three (3) expired Board positions annually. No person may hold more than one board position at one time. All positions on the Board of Directors must be held by voting members. In addition, legal counsel will be utilized by the Board of Directors for legal advice. A parliamentarian will be appointed to oversee compliance with Robert’s Rule of Order.
Section 4.02. Selection of Association Officers
Elected Officers shall consist of a President, and Vice President selected by the Board of Directors after the annual meeting. The Secretary/Treasurer and a Website Coordinator shall be qualified individuals appointed by the President of the Association with the majority approval of the other Board of Directors. As unpaid appointed officers, the Secretary/Treasurer and Website Coordinator shall be members of the Association and have voting rights on the Board of Directors.
Section 4.03 Committees
The remaining seven (7) elected directors will each chair one of seven (7) standing committees. Directors can volunteer for the chairmanship of their choice or be appointed by the President based on their skills, interest and experiences. Primary duties include the recruitment of other qualified and interested committee members and to report committee activities to the Board of Directors as a whole.
Committee designations may change based on changing Association activities. The initial committees will be: Marketing, Public Relations, Education, Conference Planning, Technology, Finance and Cooperative Research.
Section 4.04 Position Descriptions
· 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
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 of 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 have charge of custody of and be responsible for all funds and securities of the Association, shall receive and give receipts for monies due 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 of 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.
· Website Coordinator
The Website Coordinator will be responsible for the maintenance, operation, access, and expansion of the association’s website and other official internet infrastructures and sites as directed and agreed to by the Board of Directors. The Website Coordinator will provide an annual technology assessment and recommendation for the Board of Director’s discussion and approval. Additionally, a quarterly report will be made available to the Board of Directors regarding traffic and other marketing metrics from internet activities.
Section 4.05. Vacancy
Any vacancy occurring on the Board of the Association shall be filled by the majority vote of the remaining Board members, until the next annual meeting.
ARTICLE IV
Section 4.06. 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 Board members 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 4.07. 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. It is anticipated that the Secretary/Treasurer and Website Coordinator could become paid positions which may eliminate the membership requirement and nullify voting rights on the Board of Directors.
Section 4.08. Removal from Office
A Board member 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 Board member has been informed in writing of the charges preferred against him/her at least ten (10) days before such hearing. The Board member shall be given an opportunity to be heard at such meeting. Any vacancy created by the removal of a Board member shall be filled by majority vote, which may be taken at the same meeting at which removal takes place.
Section 4.09. Manner of Acting
The act of majority of the Board 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 4.10. 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. Presentation and approval of Treasurer’s report
D. Reports of officers and committees
E. Unfinished business
F. New business
G. 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 and Board of Directors. Notice will be distributed to each member at least ten (10) days before the meeting.
Section 6.03. Additional Meetings
Additional meetings of the association may be called by the President at any time, or upon petition in writing of any three (3) Directors of the Association in good standing, or by petition of a majority of the voting membership.
Notice of special meetings shall be emailed to each member at least ten (10) days prior to such meetings. Association business requiring membership input between annual meetings can also be conducted in absentia as specified in Article III, Section 3.05. Voting.
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. Repeal 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 revised Bylaws were duly adopted by majority vote of voting members present of said Association, and presented as revised Bylaws of said Association; on the 8th of April 2011 at the annual meeting and that they do now constitute the Bylaws of said Association.
