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Article III

BOARD OF DIRECTORS AND OFFICERS

Section 1. Officers.

A. The officers of the Association shall consist of a President, First Vice President, Second Vice President, immediate Past President, and Executive Vice President.

Section 2. Board of Directors.

A. The affairs of this association shall be guided and controlled by a Board of Directors consisting of the immediate past president of the association, four other offices and seven directors. One director shall be the Director of the Seed Science Center at Iowa State University or their designee. The Board shall designate an additional person from Iowa State University to serve in an ex officio, non-voting advisory role.

Section 3. Elections.

A. The President, First Vice President and Second Vice President shall be elected at each annual meeting of members and shall serve for a period of one year. As nearly as may be possible at any given time one-third of the Directors shall be elected at each annual meeting and shall serve for a term of three years or until their successors are elected and shall have qualified. The Board of Directors shall appoint the Executive Vice President who shall serve for such a period as the Board may determine.

Section 4. Subsequent Meetings.

A. Regular. The Board shall hold a regular meeting at least one each calendar quarter. Notice thereof shall be provided to each director at least 20 days prior thereto.

B. Special. Special meetings of the Board may be called by the President or upon petition of at least five (5) members of the Board. Notice thereof shall be either delivered by ordinary mail, postage prepaid, and addressed to the address of the board members as shown by the books of the association at least ten days prior to the date of such meeting or given by telegram directed to the board members at the same address at least five days prior to the date of such meeting.

Section 5. Attendance.

A. Attendance of a director at any Board meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting the transaction of any business because the meeting was not lawfully called or convened.

Section 6. Quorum.

A. Those members of the Board present shall be a quorum for the transaction of business at any meeting thereof, provided, however, that in no event shall a quorum consist of less than one-third of the board. Business transacted at any meeting in which the quorum is less than a majority of the board must be approved by a majority of the board before becoming valid.

Section 7. Eligibility.

A. The officers and directors shall be natural persons. Only regular members or their designees may serve as officers or directors; provided, however, that the Executive Vice President need not be a member or the designee of a member.

Section 8. Vacancies.

A. The Board shall elect qualified persons to fill the unexpired term of any officer or director caused by death, resignation or otherwise, upon majority vote of the then existing Board membership.

Section 9. Chief Executive Officer.

A. The Board shall employ a chief executive officer, a salaried officer with the title of Executive Vice President.

Section 10. Additional Powers.

A. The Board shall have power to (1) demand the resignation of elected officers for cause and to elect others to fill the vacancies in the office so created and to (2) declare vacant the position of any Board member who shall fail to attend three consecutive meetings of the Board without cause acceptable to a majority of the Board present at the meeting at which such office may be declared vacant. The specific enumeration of these powers does not imply any limitations in the full powers of the Board as otherwise provided by law.

Section 11. Committees.

A. The Board shall have power to create such committees from among the membership as it may deem expedient.

Section 12. Executive Committee.

A. The officers shall constitute the Executive Committee which shall be empowered to act for and on behalf of the Board on ordinary association business matters between the meetings of the Board; provided, however, that the Executive Committee shall not have authority to exercise powers vested in the Board as specified in Article II, Article III, Sections 3, 8 and 10, and Article IV.