ARTICLE I – PURPOSES
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
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,
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.
December 16, 1947, at Sioux Falls
September 12, 1978, at Sioux Falls
June 6, 2008, at Aberdeen