|ARTICLE I - MEMBERSHIP
Section 1. Any person who has an
interest in no-till farming methods, practice and procedure may become a member upon
payment of annual dues as fixed by these Bylaws.
Section 2. Each membership shall be entitled to one
vote on each matter at any meeting of the members. Only paid individual members are
eligible to vote. No voting by proxy or mail shall be permitted.
Section 3. The Board of Directors, by affirmative
vote of a majority of all of the members of the Board, may suspend or expel a member for
cause after an appropriate hearing, and may, by a majority vote of those present at any
regularly constituted meeting, terminate the membership of any member who becomes
ineligible for membership or suspend or expel any member who shall be in default in the
payment of dues for the period fixed in ARTICLE XI of these Bylaws.
Section 4. Membership in this corporation is not
transferable or assignable.
Section 5. Associate membership is reserved for
individuals, foundations, businesses, corporations or other legal entities interested in
promoting the corporation.
ARTICLE II - MEETINGS
Section 1. An annual meeting of the members shall be held at a time and place designated
by the Board of Directors, for the purpose of electing directors and for the transaction
of such other business as may come before the meeting.
Section 2. Special meetings of the members may be
called by the President, Board of Directors, or not less than one-tenth of the members.
Section 3. The Board of Directors may designate any
place, within the State of South Dakota, as the place of meeting for any annual meeting or
for any special meeting called by the Board of Directors. If all the Board members meet at
any time and place, either within or without the State of South Dakota, and consent to the
holding of a meeting, such meeting shall be valid without call or notice, and at such
meeting any corporate action may be taken.
Section 4. Written or printed notice stating the
place, day and hour of any meeting of members shall be delivered, either personally or by
mail, at least ten (10) days prior to the meeting, to each member entitled to vote at such
meeting, by or at the direction of the President, or the Secretary, or the officers or
persons calling the meeting. In case of 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. If mailed, the notice of a meeting shall be deemed to be delivered when
deposited in the United States mail, addressed to the member at his/her address as it
appears on the records of the corporation, with postage thereon prepaid.
Section 5. Any action required by law to be taken at
a meeting of the members, or any action which may be taken at a meeting of members, may be
taken without a meeting if a consent in writing, setting for the action so taken, shall be
signed by a quorum of the members entitled to vote with respect to the subject matter
Section 6. A quorum for the transaction of business
at any meeting of the members of the corporation shall be twenty (20) members in good
standing. If a quorum is not present at any meeting of members, a majority of the members
present may recess or adjourn the meeting to another time without further notice.