ARTICLE I
The name of this corporation
shall be South Dakota Grain & Feed Association.
ARTICLE II
The term for which this
corporation is to exist shall be perpetual.
ARTICLE III
The purposes for which this
corporation is organized are as follows: to organize, foster and promote the
welfare of member organizations and to improve the business conditions of
member organizations; to assist them in the adoption and pursuit of policies
and practices which will advance and safeguard their interest and which will
promote higher business standards and better business methods and
encouragement of uniformity and cooperation among the members; to encourage
the use of goods and services of the industry; 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 member organizations; to
have and exercise all powers necessary or convenient to effect any or all of
the purposes for which the corporation is organized and to have and exercise
all powers granted to nonprofit corporations by SDCL 47-22 or any amendment
or recodification thereof.
ARTICLE IV
This corporation shall not
have or issue shares of stock. No dividends shall be paid and no part of the
income or profit of the corporation shall be distributed to its members. The
corporation may pay compensation in a reasonable amount to its members,
directors, officers and others for services rendered and may confer benefits
upon its members in conformity with the purposes of this corporation. This
corporation is not organized for profit and is not organized to engage in
any activity ordinarily carried on for profit and no part of the net
earnings of such corporation shall inure to the benefit of any member and
this corporation is organized and shall operate only as permitted by Section
501(c)(6) of the Internal Revenue Code or any amendments to such Section.
ARTICLE V
Upon the dissolution of the
corporation, the Board of Directors shall, after paying or making provision
for the payment of all of the liabilities of the corporation, dispose of all
of the assets of the corporation in such manner, or to such organization or
organizations organized and operated exclusively for such purposes as shall
at the time qualify as an exempt organization or organizations under section
501(c)(6) of the Internal Revenue Cod of 1954 (or the corresponding
provision of any future United States Internal Revenue Law), as the Board of
Directors shall determine. Any such assets not so disposed of shall be
disposed of by the Circuit Court of the county in which the principal office
of the corporation is then located, exclusively for such purposes or to such
organization or organizations as said Court shall determine, organized and
operated exclusively for such purposes as shall at the time qualify as an
exempt organization or organizations under section 501(c)(6) of the Internal
Revenue Code of 1954 (or the corresponding provision of any future United
State Internal Revenue Law.
ARTICLE VI
The Board of Directors shall
be elected by the members in the manner and for the term set in the bylaws.
There shall be eight directors. This corporation shall have the authority to
indemnify directors and officers against damages, judgments and costs
arising from good faith actions.
ARTICLE VII
The registered office of this
corporation shall be at 423 Citizens Building, Aberdeen, South Dakota, and
the initial registered agent at such address is Carl G. Anderson.
ARTICLE VIII
There shall be two classes of
members and the qualifications and rights of such members shall be as
provided in the Bylaws of this corporation. Regular members shall have all
such rights as granted by the Bylaws. Associate member shall be members not
otherwise eligible for regular membership and shall be nonvoting members.
ARTICLE IX
The Articles of Incorporation
may be amended by a majority of the directors in office and the members
shall not be entitled to vote on any such amendment. The proposed amendment
or amendments shall comply with the laws of the State of South Dakota. In
case of amendment of the Articles, the Articles of Amendment shall be
executed in duplicate by the corporation by its President and Secretary and
shall be delivered and filed, as required by law.
ARTICLE X
These Restated Articles of
Incorporation correctly set forth the provisions of the Articles of
Incorporation as theretofore amended and they have been duly adopted as
required bylaw and they supersede the original Article of Incorporation and
any amendments thereto. These Restated Articles shall become effective upon
the issuance of the Restated Certificate of Incorporation by the Secretary
of State.
ARTICLE XI
The Board of Directors shall
be vested with the power to alter, amend or repeal the bylaws of this
corporation and the Bylaws may contain any provision for the regulation and
management of the affairs of the corporation not inconsistent with law or
the Articles of Incorporation.
The Board of Directors shall be vested with the power to alter, amend and
repeal the Articles of Incorporation and Bylaws of this corporation provided
that any such alteration, amendment or repeal of the Articles of
Incorporation must have the concurrence of a majority of the Directors in
office and the members shall not be permitted to vote on any such amendment.
As Amended:
December 8, 1970, at Sioux Falls
September 10, 2008, at Pierre