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IOWA SEED ASSOCIATION

MEMBERSHIP

Section 1. Classification.

A. Types of Memberships. The membership of this association shall consist of four classes: Regular Members, Associate Members, Sales Members, and Honorary Members.

B. Person Defined. Article III of the Articles of Incorporation states that “persons” are eligible for membership in this association. The term “person” as used in By-Laws shall include natural persons, corporations, business trusts, estates, trusts, partnerships and associations.

Section 2. Eligibility.

A. Regular Member. Any person engaged in the growing, conditioning, or selling of seed, or the marketing of products or services related to seed, or who is vitally interested in the purposes of this association, may be eligible for regular membership in the association after obtaining approval of the Board of Directors, or its delegate, and upon payment of current dues.

B. Honorary Member. Honorary Membership, without the rights and obligations of regular members, may be conferred upon individuals who have given long and outstanding service to the seed industry. The President shall have the privilege of designating an Honorary Member at any annual meeting of members. Not more than one Honorary Member shall be so designated in any fiscal year.

Section 3. Voting rights.

Only regular members shall be entitled to one vote on any issue    coming before a meeting of the membership, and no member shall be entitled to vote by proxy.

Section 4. Approval.

The Board shall review all applicants for membership and shall accept or reject applicants in accordance with the standards set forth in the By-Laws. The Board may delegate authority to approve membership to such person, or persons, acting either singly or as a committee, or committees, as it may from time to time determine.

Section 5. Nonpayment of Dues.

Members who fail to pay their dues within 30 days from the time they become payable shall be notified in writing of such delinquency. If payment is not made within the next 60 days, the member shall be expelled from membership, notified in writing of such, and shall have all rights and privileges of membership forfeited.

Section 6. Expulsion.

Any member may be expelled from membership by the Board for violation of any provision of the Articles of Incorporation or By-Laws of this association. For any cause other than non-payment of dues, expulsion shall occur only after the member complained against has been advised of the complaint lodged against him and has been given reasonable opportunity for defense. Any expelled member may appeal from the decision of the Board at the Annual Meeting of the association, providing that notice of intent to appeal is provided to the President at least ten (10) days in advance of the meeting.

Section 7. Reinstatement.

Any member who is expelled may be reinstated to membership by action of the Board.

MEMBERSHIP MEETINGS

Section 1. Annual Meeting.

The Association shall hold an Annual membership meeting during each fiscal year.  At least thirty days prior thereto, the Board shall fix the date and place of the annual meeting of members.  Notice of the time and place of each  annual meeting shall be delivered by ordinary mail, postage prepaid, to each member at his address as shown by the books of the association, at least 30 days prior to the date of such meeting.

Section 2. Special Meetings.

Special meetings of members may be held pursuant to a call     authorized by the President, by resolution of the Board of Directors, by written petition of five (5) members of the Board of Directors or by one-twentieth of the membership.  Notice of the time and place of a special meeting shall be delivered by ordinary mail, postage prepaid, to each member at his address as shown by the books of the association, at least 20 days prior to the date of such meeting.

Section 3. Quorum.

A quorum necessary for the transaction of business at any meeting of  members shall be those present in person;  unless  Chapter 504A, Code of Iowa, specifies a different quorum requirement for the transaction of a specific item of  business.

BOARD OF DIRECTORS AND OFFICERS

Section 1. Officers.

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.

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.

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.

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.

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.

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.

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.

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

Section 10. Additional Powers.

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.

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

Section 12. Executive Committee.

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.

DUTIES OF OFFICERS

Section 1. The President.

The President shall be the chief elected officer of the association, shall preside at all regular and special meetings of the members, the Board of Directors, the Executive Committee, and shall be an ex-officio member, with the right to vote, of all committees.  He shall make all required appointments of standing and special committees with the approval of the Board. He shall also exercise personal leadership in the motivation of other officers, board members, committee members, staff, and membership; influence the establishment of goals and objectives for the association during his term of office; act as spokesman and inspirational leader and take an important part in monitoring and evaluating organizational performance and effectiveness; work in partnership with the chief executive officer as necessary; and perform such other duties as are usual and incidental to this office.

Section 2. The First Vice President.

The First Vice President shall accept all responsibilities and shall perform all functions and duties that are delegated to him by the President, and in the absence of the President or in the event of the disability of the President, shall perform the duties of and have the same authority as the President.

Section 3. The Second Vice President.

The Second Vice President shall accept all responsibilities and shall perform all functions and duties that are delegated to him by the President and in the absence of both the President and the First Vice President or in the event of the disability of both the President and the First Vice President, shall perform the duties of and have the same authority as the President.

Section 4. The Immediate Past President.

The immediate Past President shall accept all responsibilities and shall perform all functions and duties that are delegated to him by the  President and in the absence of the President, the First Vice President, and the Second Vice President, or in the event of the disability of the President, the First Vice President, and the Second Vice President, shall perform the duties of and have the same authority as the President.

Section 5. The Chief Executive Officer.

The Chief Executive Officer of the Association shall be a salaried officer and have the title of Executive Vice President. He shall be employed for such time and at such compensation as the Board of Directors shall determine and shall be responsible for all management functions. He shall manage and direct all activities of the association as prescribed by the Board and shall be responsible to the Board. He shall employ and may terminate the employment of members of the staff necessary to carry on the work of the association and fix their compensation within the budget approved by the Board. As Executive Vice President, he shall define the duties of the staff, supervise their performance, establish their titles, and delegate those responsibilities of management as shall, in his judgment be in the best interest of the association. He shall serve as Secretary-Treasurer of the association and be responsible for and perform such duties as are usual and incidental to this office. He shall also be an ex-officio, non-voting member of all committees, and shall perform such other duties as are usual and incidental to this office.

MISCELLANEOUS

Section 1. Robert’s Rules.

Robert’s Rules of Order, Revised, shall govern the conduct of all association business, except as may be changed by resolution of the Board.

Section 2. Fiscal year.

The fiscal year of this association shall begin on October 1 and end on the next succeeding September 30th of each calendar year.

Section 3. Dues.

The annual rate and basis of dues for each class of membership shall be fixed by resolution of the Board.

Section 4. Notice.

A. Whenever these By-Laws require that mailed notice is to be given to members, inclusion of the notice in the monthly bulletin to members in the appropriate time frame shall constitute full and complete compliance with said notice requirements.

Section 5. Amendments.

A. The Articles of Incorporation shall be amended only upon the affirmative vote of two-thirds of the membership at an appropriate membership meeting. The provisions of Chapter 504A shall govern the procedures for Amending the Articles of Incorporation. These By-Laws may be amended by the Board at any time provided that Board members receive written notice of proposed By-Law amendments at least 30 but no more than 180 days prior to the Board meeting at which a vote on the proposed amendment is taken.