CONSTITUTION
(as adopted
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
industry. (SEE AMENDENTS #3)
MEMBERSHIP:
The Association is open to any farmer interested in
zero tillage not only from
and
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.
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
five directors from
D. (AMENDMENT #2)
E. (AMENDMENT #3)
3. QUORUM
A.
Twenty
members of the Association shall constitute a quorum for
all annual and
special general meetings.
B.
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
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
depending on the origin of
membership at the time of dissolution.
11. AMENDING THE BY-LAWS:
A.
The by-laws
may be amended by a two-thirds vote of members present at the annual
meeting.
AMENDMENTS
1. TERM OF OFFICE: (
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
from each area) to be elected annual
after 1985.”
2. TERM OF OFFICE: (
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: (
To read “The Association is
run by an elected board of 12 farmers representing all geographic
areas of
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: (
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: (
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: (
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: (
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.”