South Dakota No-Till Association

By-Laws

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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 of MEMBERS

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 thereof.

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.

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