Chestnut Growers of America

BYLAWS

BYLAWS

CHESTNUT GROWERS OF AMERICA, INC.

(Revised February 23, 2002, July 9, 2005)

ARTICLE  I - NAME

This Association shall be known as the Chestnut Growers of America.

ARTICLE II - PURPOSES

The purpose for which this Association is formed is to promote chestnuts, to disseminate information to growers of chestnuts, to improve communications between growers within the industry, to support research and breeding work and generally to further the interests and knowledge of Chestnut growers.  The Association advocates the delivery of only high quality chestnuts to the marketplace.

ARTICLE III – MEMBERSHIP

1.   ELIGIBILITY – Any person(s) interested in the cultivation and use of the chestnut and who shall pay the annual dues.  The membership of this association shall consist of the following classes:  (a) Single, (b) Household, (c) Honorary, and (d) Complimentary.

(a)           Single membership is any interested adult.

(b)           Household membership includes any two adult persons living in the same household.  Each person would have one vote in Association matters. A Household membership will receive only single copies of Association mailings.

(c)           Honorary members are those persons who, in the opinion of the Association, have made a significant contribution to the chestnut industry.   They shall have all privileges of membership but will not be required to pay dues.  Nominations of Honorary members will be made in the form of a letter outlining the potential nominee’s contributions and must be submitted to the Secretary with the signatures of five members who are presenting the nomination.  The letter will be read to all present at the next annual meeting and voted on by ballot.  A two-thirds affirmative vote is required for approval. 

 (d)          Complimentary members are those persons designated by the Board of Directors each year and will have all privileges of membership but will not be required to pay dues and shall not be entitled to vote on Association business.  They will generally consist of extension agents or other non-growers helpful to the Association or interested in the industry.

2.     ELECTION TO MEMBERSHIP - Each applicant for Single or Household membership in the Association shall apply on a form as provided by the Secretary and submit the form along with the required dues payment for the current year.

3.     DUES - The dues shall be set by the Board of Directors.  Dues are payable on or before January 1, each year.  No member may vote whose dues are not paid for the current year.

ARTICLE IV — MEETINGS

1.     THE FISCAL YEAR shall begin on the first day of January and end on the last day of December.

2.     THE ASSOCIATION YEAR shall begin immediately at the conclusion of the annual meeting and shall continue through the next annual meeting. 

3.     ANNUAL MEETING OF THE MEMBERSHIP - The annual meeting of the members of the Association shall be held upon such day and hour in June or July of each year as set by the Board of Directors.  Ten (10) members of the Association shall constitute a quorum.

4.     NOTICES OF MEETINGS - Notice of any meetings of members shall be given in writing by regular mail to the address of each member as shown on the records of the Association.  Notice shall be mailed at least fourteen (14) days prior to the date of the meeting.

5.     SPECIAL MEETINGS OF MEMBERS - A special meeting of members may be called at any time by the President or by a majority of the Board of Directors.  No business shall be transacted at any special meeting other than that specified in the notice of such meeting.

6.     REGULAR MEETINGS OF THE BOARD OF DIRECTORS - A meeting of the Board of Directors shall be held whenever called by the President or by written request of any two (2) members of the board.  Any and all business may be transacted at a meeting.  Such meeting shall be held at the time and place stated in the call.  Five days notice of a meeting of the Board of Directors shall be given by fax, phone, voice mail, email, or regular mail.

7.     VOTING - At any member meeting each member classified as a voting member shall be entitled to one vote.  Proxy voting is not allowed at any meeting or election.  All voting results will be based on the number of votes cast, excluding all blank ballot votes and abstentions. The election of officers and directors will be decided by plurality vote.

8.     ELECTION OF OFFICERS - Eligible members may cast their ballots for Officers and Directors in person or by mail.  Each individual ballot cast must be sealed in a blank envelope with no identifying marks on the envelope or the official ballot.   If mailed, the blank, sealed envelope, shall then be inserted into a second envelope having the member’s name and address clearly written on the outside, and addressed to the Secretary.  Mailed ballots must be received by the Secretary at least 3 days prior to the member meeting or hand delivered to the Secretary at least thirty minutes prior to the scheduled meeting time to be counted.  During the Annual Meeting a teller’s committee will open each outer envelope after matching the names against the current list of paid up members.  A list will be made of those members casting a mail ballot and the inner envelope removed unopened to maintain the secrecy of the ballot process.   The teller’s committee will open and count the mailed ballots along with attendee ballots.  All raw ballots as well as the list of those who cast ballots by mail will be available for review for a period of thirty days following the election at the residence of the Secretary.

ARTICLE V - BOARD OF DIRECTORS

1.     COMPOSITION - The governing body of this Association shall be a board of seven (7) Directors who shall exercise the powers of the Association and conduct and control its business and property.  Such Board of Directors shall consist of three officers: President, Vice President, Secretary/Treasurer, and four Directors at large.  These officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the Association.  No member shall hold more than one office at a time.  The Directors shall serve for a term of one year or until their successors are elected and qualify, and their term of office shall begin at the close of the annual meeting at which they are elected. 

2.     QUORUM - Four (4) Directors shall constitute a quorum for the transaction of business.

3.     VACANCY - Vacancies on the Board of Directors, other than by expiration of term, shall be filled by vote of the remaining Directors.

4.      COMPENSATION - No Director shall be compensated or receive a salary from the Association.

5.     POWERS AND DUTIES

(a)           The board of Directors shall set the dues, manage the business and conduct the affairs of the Association and shall carry out such policies and instructions as may be approved at any meeting of the members.  The Board of Directors may establish committees for any of the objectives of the Association.  All committees serve at the pleasure of the Board.

(b)           The Board of Directors shall have the power to make and enter into any contract or agreement for the furtherance of any of the purposes of the Association.

(c)           The Board of Directors shall have the power to represent the Association on the various boards or congresses of the horticultural industry.

(d)           The Board of Directors may conduct its business by mail, internet, or fax and such voting requires each board member’s vote be recorded in the Board minutes.

ARTICLE VI - DUTIES OF OFFICERS

1.     PRESIDENT - The President shall call and conduct meetings of the members and of the Board of Directors and shall serve as an ex-officio member of all committees except the nominating committee. The incoming President and Treasurer will develop a proposed budget for the upcoming year for Board approval within thirty (30) days of taking office.  The approved budget will be available to any member upon written request.  The President shall appoint members of committees as they are established and guide their progress.

2.     VICE PRESIDENT - The Vice President shall assist the President with the duties of that office and assume the duties of President when the President is unable to attend a meeting or resigns the office.  

3.     SECRETARY/TREASURER - The Secretary/Treasurer shall be responsible for the following:

(a)   Provide for publication of all notices required by the bylaws or ordered by the President.

(b)   Keep regular books of account under the direction of the Board.

(c)   To collect and deposit all monies due the Association and to deposit the same in a bank designated by the Board.

(d)   To keep minutes of the meetings and to provide those minutes to the Board.

(e)   To render a report of finances of the Association at each annual meeting and at such other times as the Board/President may request.

(f)    To render a report to the President at the end of each year detailing receipts and expenditures of the Association.

(g)   To cooperate with the Financial Oversight Committee each January.

ARTICLE VII – COMMITTEES

1.    All positions outside the Board are considered to be committee level appointments.

2.     The Board of Directors may establish committees for any of the objectives of the Association.

3.     The President shall appoint members of committees as they are established, subject to Board confirmation, and guide their progress.

4.       All committee appointments expire at the close of elections each year.

ARTICLE VIII - NOMINATIONS

1.     A Nominating Committee of three (3) members, no more than one (1) of which may be a member of the board shall be appointed at least 90 days prior to the annual meeting each year to prepare a slate of officers with one candidate for each office.  The Nominating Committee’s report and the proposed slate of officers will be made available to the newsletter editor in time for regular publication prior to the election.  Ballots, if required, will be mailed at least ten (10) days prior to the annual meeting along with the newsletter or mailed separately by the Secretary.

2.     Members may nominate their own candidate(s) by submitting a written petition to the Secretary at his regular address, prior to the election and including the following:

        a)    A written acceptance by each nominee to serve the association for the next year.

b)            b)    A request to place the proposed candidate(s) on the ballot with a clear description of the office being challenged, signed by at least 10 per cent of the eligible voting members listed in the most recent membership directory.

3.     Nominations may not be made at the annual meeting or in any manner other than as provided in this Section.

4.     If no valid written petitions are received by the Secretary prior to March 1st, the Nominating Committee’s slate shall be considered to have been elected unanimously and no balloting shall be necessary.

ARTICLE IX – ASSOCIATION LOGO

1.     The logo and the name “Chestnut Growers of America, Inc.” are owned by the CGA and are protected by U.S. copyright law.  You must treat the copyrighted material just as you would any other copyrighted material, such as a book.

2.     The original copy of the logo will be maintained by the secretary and will be available upon written request.  Users do not have the right to grant use of the logo to another person.  Users agree to cease all use of the logo upon cessation of their membership in CGA.

3.     The user agrees to use of the logo as it is provided and to not modify or adapt it beyond that allowed in this Article.

a.     The logo may be enlarged or reduced to meet individual needs.

b.     The logo may only be duplicated in the colors provided in the original copy or in black and white format.

c.     The logo may be used to promote any member’s chestnuts or chestnut products on labels, banners, stationery, clothing, etc.

d.     Use of the logo does not imply that the user is an official representative of the CGA.

e.     The logo should always be reproduced in the highest possible resolution regardless of the application.

ARTICLE X - CONDUCT OF BUSINESS

The following order shall be observed as a guide to the transaction of business of the annual meeting of the members:

1.     Call to order and reading of minutes of previous meeting.

2.     Reports of Officers.

3.     Reports of Committees.

4.     Unfinished business.

5.     New business.

6.     Election of Officers   

7.     Papers, special reports, etc.

Roberts Rules of Order Newly Revised, most current edition, shall govern the deliberations of the Association.

ARTICLE XI - NON PROFIT STATUS

This Association shall not engage in any form of trade or commerce or carry on any activity for profit.

ARTICLE XII - DISSOLUTION

The Association may be dissolved at any time by the written consent of not less than 2/3 of the members in good standing.  In the event of the dissolution of the Association other than for purposes of reorganization whether voluntary or involuntary or by operation of law, none of the property of the Association nor any proceeds thereof, nor any assets of the Association shall be distributed to any members of the Association but after payment of the debts of the Association its property and assets shall be given to a public or charitable organization selected by the Board of Directors.

ARTICLE XIII - AMENDMENTS

These Bylaws may be amended or repealed by a two-thirds vote of the membership at any regular or special meeting thereof, if notice of such purpose has been given in the notice of the meeting.

ARTICLE XIV - STANDING RULES

1.  Standing Rules shall contain operational procedures, policies, and practices of the Association not otherwise specified in its Articles of Incorporation or bylaws and shall be binding upon its membership.  In no case shall a Standing Rule conflict with the Articles of Incorporation, bylaws, or other Standing Rules of the Association.         

2.  Standing Rules may be proposed by any member in good standing at any regular meeting.

3.  The Association’s Secretary shall, each year, prepare a list of all policy matters instituted by the Board during the previous year for enacting, amending, or rescinding by the Association membership at its Annual Meeting.  A current list of all Standing Rules shall be published along with the bylaws in the membership directory.

4.  The Board shall cause to be circulated to the membership, along with the nominations for the annual meeting all Standing Rules it intends to submit for action at the annual meeting.

5.  Standing Rules may be adopted by a majority vote of the membership present and voting at any regular business meeting of the Association, provided that prior notice has been given; in the absence of such notice, a two-thirds vote shall be required.

 6.  Any policies or rules adopted by the Board or the membership during the year cease to be operational at the close of the Annual Meeting unless adopted according to this Article.

CERTIFICATION of ADOPTION

We, the President and Secretary, respectively, of the Chestnut Growers of America, hereby certify that the foregoing draft constitutes a full and true copy of the Bylaws as amended of said Association and as adopted by members thereof in session at Sherwood, Oregon, on July 9, 2005.

President Harvey Correia

Secretary Ray Young

STANDING RULES OF THE CHESTNUT GROWERS OF AMERICA

1.     The annual dues are set at $25.00 per year for Single members and $35.00 per year for a Household membership.

2.     The Association shall publish a quarterly newsletter to be mailed to all members. 

3.     The President shall appoint a Financial Oversight Committee no later than December 31^st each year to review the financial condition of the Association and prepare a report to the Board by January 31^st. 

4.     No disbursements of cash are to be made by the treasurer.  Regular recurring expenses for newsletter, postage, required corporation report, refunds, meeting related items, banking expenses, resale clothing expenses, and Secretary/Treasurer expenses may be paid without board approval.  Board approval is required for all other expenditures of  $200 or more.  All voided checks will be retained in the Treasurer’s records.

 5.     Association financial records are to be maintained on “Quicken” or an equivalent software program.

 6.     Candidates for all Director positions should have internet access.

 7.     New members joining after August 1 will have prepaid for the forthcoming association year.

 8.     The current Standing Committees are: Clothing, Newsletter, Nominations, Program. 

© Copyright 2007 Chestnut Growers of America, Inc