CONSTITUTION

MANITOBA – NORTH DAKOTA ZERO TILLAGE FARMERS ASSOCIATION

(as adopted January 21, 1982 at Minot, North Dakota)

NAME:

The Manitoba-North Dakota Zero Tillage Farmers Association

(Man-Dak)

PURPOSE:
    1. To facilitate the exchange of ideas
    2. To encourage zero tillage research
    3. To disseminate zero tillage information

INHERENT PURPOSE:

To preserve our agriculture soil resource for future generations by promoting a system of

crop production which drastically reduces soil erosion and builds up organic matter.

ORGANIZATION:

The Association is run by an elected board of ten farmers representing all geographic

areas of Manitoba and North Dakota, plus six appointed advisors from government and

industry. (SEE AMENDENTS #3)

MEMBERSHIP:

The Association is open to any farmer interested in zero tillage not only from Manitoba

and North Dakota but also from surrounding states and provinces.

ASSOCIATE MEMBERSHIP:

Open to any persons interested in the zero tillage concepts.

ACTIVITIES:

    1. To hold an annual meeting and workshop
    2. To encourage research
    3. Other activities as needed.

 

BY-LAWS

1. ELECTIONS:

The directions shall be elected by the general membership at the annual meeting. The

advisors shall be appointed by the Board of Directors.

The officers of president, vice-president and secretary-treasurer shall be elected annually

by the out-going and in-coming board of directors.

2. TERM OF OFFICE:

A. The term of office of directors, advisors and officers shall be no more than two years.

(SEE AMENDMENTS #1, 5 & 10)

B. Directors must retire for at least one year before being re-elected.

C. Ten directors shall be elected for the first year (1982) – one half (drawn by lot) to

serve one year, and the other half to serve two years. Thereafter, five directors to be

elected each year – at all times maintaining five directors from North Dakota and

five directors from Manitoba. (SEE AMENDMENT #1)

D. (AMENDMENT #2)

E. (AMENDMENT #3)

3. QUORUM

    1. Twenty members of the Association shall constitute a quorum for all annual and

      2. special general meetings.

    2. One half of the board of directors shall constitute a quorum for a board meeting.

4. FEES:

A. To be set by the membership upon recommendations from the board of directors.

5. EXECUTIVE COMMITTEE:

A. Executive committee will consist of the president, vice president, secretary-treasurer,

and past president. They will have the authority to speak on behalf of the Association,

when necessary.

6. SIGNING OFFICERS:

A. The president or vice president and secretary-treasurer shall by signing officers.

7. CURRENCY:

A. Exchange rate to be on par value basis for membership fee only.

8. RENUMERATION

A. The directors, advisors and committee members may be reimbursed for out-of-

pocket expenses such as postage, telephone calls, $30.00 per night lodging, and gasoline

for trips on Association business as approved by the Board of Directors.

(SEE AMENDMENTS #6 & #7)

9. NOMINATING COMMITTEE:

A. The nominating committee, two from Manitoba and two from North Dakota to be

appointed by the Board of Directors and shall serve one year.

10. DISSOLUTION:

A. In the event that the Association breaks into separate Associations for Manitoba and

North Dakota, the money remaining at that time shall be divided on a pro-rate basis

depending on the origin of membership at the time of dissolution.

11. AMENDING THE BY-LAWS:
    1. The by-laws may be amended by a two-thirds vote of members present at the annual

meeting.

AMENDMENTS

1. TERM OF OFFICE: (January 10, 1985)

SECTION A to read "no more than three years"

SECTION C to read "Twelve directors to be elected for a three year term with six

directors from North Dakota and six directors from Manitoba. Four directors (two

from each area) to be elected annual after 1985."

2. TERM OF OFFICE: (January 31, 1986)

ADD SECTION D: "Vacancy of Director caused by death, resignation, or extra ordinary

circumstances to be filled by appointment by the Executive Board.

3. ORGANIZATION: (January 31, 1986)

To read "The Association is run by an elected board of 12 farmers representing all geographic

areas of Manitoba and North Dakota. Plus six appointed advisors from public service

and industry. An executive committee compromised of the president, vice president,

secretary-reasurer, and past president shall have decision making powers on matters

relative to Association business and shall be responsible to the board of Directors.

4. TERM OF OFFICE: (January 23, 1987)

ADD SECTION E: "If president is elected to presidency in his third year as director, the

following year he will serve as past president. There will be 13 directors on such years."

5. TERM OF OFFICE: (January 21, 1988)

SECTION A to read "advisors term of office be set at two years and if mutually agreeable a

further 2 (two) year term is possible."

6. RENUMERATION: (January 28, 1992)

SECTION A – the reference to lodging that allow $30.00 per night to read: "lodging allowance be

increased to be the actual cost not to exceed $50.00 per night, based on

US funds, or Canadian funds equivalent."

7. RENUMERATION: (January 26, 1993)

SECTION A – That portion providing gasoline for trips is to read, "travel on Association business

at 15cents/mile, US funds. Remuneration for Canadian members be indexed to a parity figure

considering conversion to kilometres, price difference in cost of gasoline, and current

monetary exchange rates.

8. ORGANIZATION: (January 26, 1993)

Articles of Incorporation were required to gain Non-Profit Corporation Status under

North Dakota law. They were developed and are part of the February 24, 1986

Certificate of Incorporation. To gain USA federal tax exempt recognition, certain

wording and provisions are required. They were reviewed, and the Re-Stated Articles on

Incorporation adopted.

9. RENUMERATION: (January 28, 1997)

SECTION A – That portion providing gasoline for trips is to read, "…federal mileage

remuneration rates be used for directors."

10. TERM OF OFFICE: (February 4, 1998)

SECTION A TO READ:

"The term of office for directors shall be four years"

 

 

11. TERM OF OFFICE: (January 29, 2002)

ADD SECTION F: "A director missing three consecutive board meetings without just cause will

have their position reviewed by the executive committee. Action taken by the executive

committee can include recommending to the board removal of that director from office."

12. TERM OF OFFICE: (January 29, 2002)

ADD SECTION G: "A replacement director who is fulfilling a resigned or removed director’s

term of office will not be excluded from serving a consecutive 4-year term in addition to the

term completed while filling in as a replacement."