ARTICLE I – PURPOSES
Section 1.
The purposes of this association shall be those set forth in its Articles of
Incorporation, namely to organize, foster and promote the welfare of its
members; to assist them in the adoption and pursuit of policies and
practices which will advance and safeguard their interests and which will
promote higher business standards; and to engage in any reasonable,
practical and legitimate activities with respect to transportation,
marketing, insurance, bonding, legislation regulations and conditions
affecting the conduct and economical operation of its membership.
ARTICLE II. – DISTRICTS
Section 1.
This corporation shall be divided into seven districts and the number and
territory comprising such districts shall be as follows:
District No. 1. – The counties of: Bon Homme,
Charles Mix, Clay, Douglas, Gregory, Hutchinson, Lincoln, Turner, Union,
Yankton.
District No. 2. – The counties of: Hanson, Lake, McCook, Minnehaha, Miner,
Moody.
District No. 3. – The counties of: Bennett, Butte, Custer, Fall River,
Haakon, Harding, Jackson, Jones, Lawrence, Lyman, Meade, Mellette,
Pennington, Perkins, Shannon, Stanley, Todd.
District No. 4. – The counties of: Brookings, Clark, Codington, Deuel,
Hamlin, Kingsbury.
District No. 5. – The counties of Brown, Day, Grant, Marshall, Roberts.
District No. 6. – The counties of: Aurora, Beadle, Brule, Buffalo, Davison,
Hand, Hughes, Hyde, Jerauld, Sanborn, Spink, Sully.
District No. 7. – The counties of: Campbell, Corson, Dewey, Edmunds, Faulk,
McPherson, Potter, Walworth, Ziebach.
ARTICLE III. – MEMBERSHIP AND DUES
Section 1. Membership
Such persons shall be eligible to membership as are engaged in the
production, handling or marketing of agricultural products or supplies and
are located in the State of South Dakota. Such persons may be admitted to
membership in this Association. The term “person” as used in this section
shall mean farmer-owned corporations, cooperatives and associations,
individuals, firms, partnerships and corporations. Branch members shall be
members not otherwise eligible for regular membership and shall be nonvoting
members.
Section 2. Dues
The Board of Directors shall prescribe the amount of membership dues which
shall be payable annually by each member.
Section 3. Lapsed Memberships
Members owing this Corporation on account of unpaid dues for the current
year shall not be allowed to vote, or to be heard on any question at any
meeting.
ARTICLE IV. – OFFICERS AND DIRECTORS
Section 1. Directors
The government of this corporation shall be vested in a board of eight
directors, each of whom shall be a member in good standing in this
corporation, and shall be a resident of the State of South Dakota.
Section 2. Election of Directors
One director shall be elected by the membership at large, and his term of
office shall be for three years, or until the annual meeting of the members,
or until his successor is elected or qualified, whichever is less. The other
seven directors shall be elected by the general membership to their
respective districts, for terms of three years, it being understood that the
terms for directors be staggered, Districts 1, 2 and 3 one year, Districts 4
and 5 the next year and Districts 6 and 7 the following year. The elections
are to be held each December.
Section 3. Election of Officers
Immediately following the annual election of the directors, the incumbent
President shall call a meeting of the directors, who shall elect from among
their number a President, a Vice President, a Treasurer and such other
officers and assistant officers as may be deemed necessary. They also shall
hire an Executive Director for the ensuing fiscal year, who shall not be a
member of the board of directors, and they shall formulate plans for the
coming year, and transact such other business as in their judgment is
necessary and in the best interests of the corporation.
ARTICLE V. – DUTIES OF OFFICERS
Section 1. Duties of President
The duties of the President shall be to preside at all regular or special
meetings of the corporation and of the board of directors. He shall maintain
order and preserve the dignity of the organization. He also may communicate
to the corporation or its members at any time such suggestions as will, in
his opinion, tend to promote the welfare and increase the usefulness of the
corporation.
It shall be his duty to call special meetings of the corporation, whenever
requested in writing to do so by ten members, and to call meetings of the
board of directors whenever requested in writing to do so by four directors,
or when considered advisable by the president or secretary.
He shall appoint the committees herein provided for, and fill vacancies
therein, employ counsel, and perform such duties as usually pertain to his
office.
It shall be his duty to require of the secretary a good and sufficient bond.
Section 2. Duties of Vice President
The duties of the vice president shall be to perform the functions of the
president in case of his absence, resignation, disability or death.
Section 3. Duties of Executive Director
The duties of the Executive Director shall be to keep accurate minutes of
all regular and special meetings of the members and directors, keep a
correct set of books of the corporation business, keep correct roll of
members, receive applications for membership, attend to all correspondence,
send out all notices to members, perform all the clerical work necessary at
the request of the president and board of directors, keep an alphabetical
list of the names of all members and their addresses and assist in carrying
out all obligations mentioned in the Restated Articles of Incorporation or
these By-Laws.
He shall make a true and correct report of all doings of the corporation,
showing a full report of all money received and paid out during his term of
office, at the annual meeting or at any other time, at the request of the
board of directors. At the expiration of his term of office he shall
transfer all funds, books, papers, keys and other property of the
corporation in his possession or under his control to his successor.
He shall receive all money paid into the corporation, receipt for same,
collect all due bills, and pay all bills.
He shall keep a strict account of all expenses of his office and of the
corporation, and of all money received and disbursed.
He shall assist all organizations forming or already formed, by keeping them
in touch with all matters pertaining to the trade, markets, rates, etc.,
providing they are members of the corporation.
He shall receive and account for all funds of the corporation, including
accumulations thereon. Such money shall be invested or deposited by him in
such manner and form as directed by the board of directors. He shall
discharge such other duties as pertain to his office and as are prescribed
by the board of directors.
He shall maintain an office and encourage and promote by systematic effort
an increase of the membership of the corporation.
Whenever he shall deem it advisable to go to any part of this state or any
other state on business, which he considers of importance to the welfare and
for the best interests of the corporation, he shall keep a correct and true
account of all expenses, and same shall be borne by the corporation.
Before entering upon his duties and before receiving any fees, dues, money,
records or other properties of the corporation, he shall be required by the
president to file with him a good, sufficient and acceptable bond, the
expense of which shall be borne by the corporation.
ARTICLE VI. – MEETINGS
Section 1. Time and Place
The annual and special meetings of the members shall be held at such time
and place as the board of directors may select, but the board may be
instructed as to either time or place at the annual convention by the
members.
Section 2. Notice
Notices of all meetings of the corporation shall be given by the secretary,
by mailing notice thereof to each member, giving at least ten days notice
previous to the meeting. The board of directors shall meet at the call of
the president or secretary.
Section 3. Voting
At the annual meeting of members, all voting for officers and directors
shall be by ballot. All other voting may be via voice or if a majority of
the members present instruct, by ballot. Each member of this corporation, in
good standing, shall be entitled to one vote at any annual and special
meeting, except that associate members shall have no vote.
Section 4. Quorum
At all meetings of the members of this corporation the membership present in
good standing shall constitute a quorum for the transaction of business.
Section 5. Order of Business
At all meetings of this corporation, the following order of business shall
be observed, so far as is consistent with the purposes of the meeting, viz:
1. Reading of minutes of the previous meeting
and action thereon.
2. Reports of officers, and action thereon.
3. Nomination of directors.
4. Report of standing committees.
5. Report of special committees.
6. Unfinished business.
7. New business.
8. Election of directors.
Section 6. Proxy
Voting by proxy shall not be permitted.
ARTICLE VII. – DIRECTORS – DUTIES AND VACANCIES
Section 1. Duties
The affairs of the corporation shall be managed by the board of directors
unless otherwise herein prescribed. They may adopt such rules and
regulations for the conduct of their meetings and management of the affairs
of this corporation as they may deem proper, not inconsistent with the laws
of the State of South Dakota or these By-Laws or the Restated Articles of
Incorporation. The board of directors may examine all bills, certify to
their correctness and shall perform all other duties and functions not
specifically delegated to the board of directors, officers or to other
committees.
Section 2. Quorum
Four or more members of the directors shall constitute a quorum at all
meetings of the Directors.
Section 3. Vacancies
In case of a vacancy or vacancies by death, resignation or otherwise
occurring in the board of directors between the times of the annual meeting,
the remaining director or directors shall fill the vacancy or vacancies by
choosing from the members as many persons as may be necessary to fill the
vacancy or vacancies, and the person or persons so chosen shall be directors
and hold office until the next annual convention.
In case the entire board shall die or resign, or cease to be members of this
corporation or cease to reside in the state, then any member of the
corporation may call a special meeting in the same manner that the president
may call a special meeting, and new directors may be elected at such special
meeting in the manner provided for the election of directors at the annual
meetings.
Section 4. Resignations
Any director or officer may resign his office at any time, to take effect
from the time of its acceptance by the president or majority of the board.
Section 5. Removal
Any director who has at least 50% or more unexcused absences from board
meetings and/or conference calls may be removed from this office by an
affirmative majority vote of the remaining members of the board, and the
remaining directors shall, immediately after such vote, declare the office
of said director vacant, and the vacancy so created shall be filled in the
same manner that any other vacancy in the board may be filled.
Any Director who may be guilty of any fraud or crime or conduct prejudicial
to the interests of this board may, after a fair and impartial hearing, be
removed from this office by an affirmative majority vote of the remaining
members of the board, and the remaining directors shall, immediately after
such vote, declare the office of said director vacant, and the vacancy so
created shall be filled in the same manner that any other vacancy in the
board may be filled.
Section 6. Compensation
Each director of the corporation shall be repaid any expenses connected
therewith to include meals, mileage and lodging as authorized by the board
of directors.
ARTICLE VIII. – MISCELLANEOUS PROVISIONS
Section 1. Contraction of Debts
No debts shall be contracted or liability incurred or contract made and
entered into by and on behalf of this corporation by any officer or member
thereof, nor any funds disbursed unless the same be authorized by the board
of directors.
Section 2. Fiscal Year
The fiscal year of this corporation shall begin on the first day of January,
and end on the last day of December.
Section 3. National Association
The board of directors shall, when advisable, appoint two delegates to
attend the annual meetings of the National Grain & Feed Association or any
such similar meeting.
Section 4. Corporate Seal
The corporation seal shall contain the full name “South Dakota Grain & Feed
Association.”
Section 5. By-Laws Printed
After adoption, these By-Laws shall in printed form be available on request
to each member in good standing and to each new member when taking out a new
membership.
Section 6. Amendment
These By-Laws may be amended at any regular meeting of the board of
directors by a majority vote of those present, or by a like vote at any
special meeting called for that purpose.
As Amended:
December 16, 1947, at Sioux Falls
September 12, 1978, at Sioux Falls
June 6, 2008, at Aberdeen
