Bylaws of the SDABA
ARTICLE I
Section 1. The name of this organization is the
South Dakota Agri-Business Association.
Section 2. South Dakota Agri-Business Association
is a non-profit corporation. No part of the net earnings
shall benefit any private individual.
ARTICLE II
The objectives of this organization shall be:
Section 1. To promote the dissemination of the
information on fertilizer, ag chemicals and crop
production in South Dakota.
Section 2. To promote and encourage research on
fertilizer and ag chemicals and their use.
Section 3. To promote and assist in educational
programs designed to inform manufacturers, distributors,
dealers, consumers and other educational organizations
on proper uses of fertilizer, ag chemicals and
equipment.
Section 4. To promote an educational program
designed to improve the availability of capital and
credit with respect to fertilizer and ag chemical
purposes.
Section 5. To carry out the purposes as above
stated, this Corporation shall have the powers
enumerated in our Articles of Incorporation.
ARTICLE III
The principal place of transacting the business of this
corporation shall be at Pierre, South Dakota.
ARTICLE IV
The Post Office address of this corporation shall be
Pierre, South Dakota, 57501.
ARTICLE V
The time for which this Corporation is to exist is not
limited, but is shall exist perpetually, unless
dissolved according to law.
ARTICLE VI
In addition to the stipulation in Article III above, it
is hereby provided that a business office may be located
in any South Dakota city where meeting of the Directors
and/or members may be held for the transaction of the
business of this Corporation.
ARTICLE VII
Section 1: The number of directors of this
Corporation shall be no more than thirteen (13) with one
dealer member to be elected from each of seven (7)
districts. The District Director must reside or have his
place of business within the district from which he is
nominated. The following provisions are needed for
selecting directors:
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District Directors shall be elected
by mail ballot prior to the Association’s annual
convention. One ballot is to include the names of at
least two candidates and space provided for
write-ion candidates. The two names in motion shall
be nominated by a nominating committee composed of
(1) the outgoing director, (2) an industry member,
and (3) another director dealer member.
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Nominations for industry members
shall be made by a nominating committee appointed by
the board and submitted to the membership as a whole
at the annual meeting. Nominations may also be made
from the floor at the annual meeting for at the
annual meeting for at-large industry members.
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The term for an Industry Director
shall be for two, three-year terms, and that
Director may not hold more than two consecutive
three-year terms.
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Shall a Director resign, the board
may appoint a successor for the balance of the term.
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Dealer Directors may be elected to
not more than two successive three-year terms.
Directors shall perform the duties incidental to
their offices as prescribed by law until their
successors are elected and qualified.
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A quorum of the Board of Directors to
transact business shall be four (4) elected board
members.
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Any Director who has three (3) or
more unexcused absences from the Directors’ Meeting
in one calendar year may be replaced at the
discretion of the remaining directors.
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The Board of Directors will appoint
one ex-officio member from the staff of South Dakota
State University. This member shall work in the are
of ag-chemicals or fertilizer.
Dealer Directors will be designated as follows:
District 1: Counties of Bon Homme, Yankton,
Clay, Union, Lincoln, Turner and Hutchinson.
District 2: Counties of Minnehaha, McCook,
Hanson, Davison, Moody, Lake, Miner, and Sanborn.
District 3: Counties of Brookings, Kingsbury,
Deuel, Hamlin, Codington, Clark and Grant.
District 4: Counties of Day, Roberts,
Marshall and Brown.
District 5: Counties of Douglas, Charles Mix,
Gregory, Tripp, Todd, Mellette, Jones, Lyman,
Buffalo, Brule, Jerauld and Aurora.
District 6: Counties of McPherson, Edmunds,
Faulk, Spink, Beadle, Hand, Hyde, and Hughes.
District 7: Counties of Campbell, Walworth,
Harding, Potter, Perkins, Sully, Corson, Butte,
Ziebach, Dewey, Meade, Lawrence, Pennington, Haakon,
Stanley, Jackson, Custer, Fall River, Shannon and
Bennett.
Section 2. The Directors shall
convene in regular meeting following the annual business
meeting of the membership. The shall elect a President
and Vice President.
Section 3. It is provided further that the Board
of Directors shall have the authority to employ and
Executive Director in addition to the officers named in
Section 2 above and such other employees and agents as
in their judgment may be required and their duties shall
be prescribed by the Board of Directors.
ARTICLE VIII
ELIGIBILITY OF VOTERS: Only active Dealer and Industry
members in good standing shall b eligible to vote. Each
member shall be entitled to one vote to be cast in
person, by ballot or acclamation as predetermined at any
meeting. It is further provided that the vote of a
member may be cast by a representative of such member
upon presentation of proper credentials, duly filed with
the approved by the credentials committee.
ARTICLE IX
Section 1. The annual and special meetings of
this Corporation shall be held at the time and place
designated by the Board of Directors.
Section 2. Special meetings may be called by a
majority of the Board of Directors or one-third of the
qualified members.
Section 3. Notice of all meetings shall be sent
to each member at least ten (10) days prior to each
meeting. Mailings of notices of any meeting shall be to
the last known post office address of a member as shown
on the records of this Corporation. Failure of any
member to receive such notice shall not invalidate any
action taken by the members at any such meeting.
Section 4. QUORUM: A quorum for the purpose of
conducting the business of the Corporation shall consist
of not less than ten percent (10%) of the eligible
voting membership.
ARTICLE X
DUES: Minimum annual dues for membership in the
Corporation shall be established by the Board of
Directors after an initial reading and notification of
members of the proposed changes and the date for its
final reading.
ARTICLE XI
CLASSIFICATION OF MEMBERSHIP: The Board of
Directors shall establish classes and qualifications for
membership in the Corporation, including but not limited
to industry, dealer, branch and associate membership
classes.
ARTICLE XII
AFFILIATIONS: The Board of Directors may make an
affiliation agreement with any similar Association
provided such other Association is not in conflict with
the purposes of the South Dakota Agri-Business
Association. Such affiliation is not regarded as binding
upon the members of the South Dakota Agri-Business
Association to become members of the affiliate
organization.
ARTICLE XIII
VACANCIES: Vacancies occurring on the Board of
Directors other than due to the expiration of a term of
office, shall be filled by appointment, by the Board of
Directors. Such appointment shall be effective until the
next regular or special meeting of the membership.
ARTICLE XIV
EXECUTIVE COMMITTEE: The Board of Directors may
appoint an Executive Committee of not less than three of
their number. This committee shall perform such duties
as may be delegated to it by the Board of Directors as a
whole.
ARTICLE XV
EXECUTIVE DIRECTOR: Not withstanding and aside
from the provisions and stipulations hereinbefore
enumerated in these bylaws, the Board of Directors may
appoint an Executive Director who shall perform such
duties as may be assigned by the Board of Directors and
need not be from the membership of the Board or a member
of the Association. Such Executive Director, if one be
appointed, shall be a member of the Executive Committee
when such Committee may be functioning.
ARTICLE XVI
COMPENSATION: Officers, Directors and employees
of this Corporation shall receive such compensation for
their services to the Corporation as may be determined
by the Directors. Such compensation may be reviewed by
the membership at any regular or special meeting.
Adjustment of compensation may be made by the membership
and shall be binding upon the Board of Directors for the
ensuing fiscal year of the Corporation.
ARTICLE XVII
DEPOSITORY: It shall be the responsibility of the
Board of Directors to designate a depository bank. All
money due this Corporation shall be paid to the
depository bank. All claims properly chargeable to this
Corporation shall be paid by checks drawn upon such
depository bank.
ARTICLE XVIII
BONDS: Officers and employees having custody of
or handling funds or property of this Corporation shall
be bonded in an amount satisfactory to the Board of
Directors.
ARTICLE XIX
CORPORATE SEAL: The Corporate Seal shall bear the
full corporate name of this Corporation by the words
“Corporate Seal”, an impression of which is made on the
Certification of these bylaws.
ARTICLE XX
AUDITING: The Board of Directors shall have the
accounts of this Corporation audited annually or at such
times as they deem expedient by a public accountant
approved by them. The certification by the auditor
incident to his report shall be part of the annual
financial report.
ARTICLE XXI
AMENDMENTS: The Bylaws may be amended, repealed
or altered in whole or in part by a majority vote of the
members present and voting at a regularly called annual
meeting. Like changes may be made at a duly called
special meeting provided that due notice be given
stipulating the proposed changes.
CERTIFICATION
I, G.L. Moseson, Secretary of the South Dakota
Fertilizer Association, hereby certify that the above is
a complete and true copy of the bylaws of this
corporation as approved and adopted at the regular
annual meeting of the membership convened and held in
the Huron Arena in the City of Huron, South Dakota, on
January 23, 1963.
(Signed)
G.L. Moseson
Secretary Treasurer
/s/Dennis Krier
WITNESSES
/s/D.A. Rolczynski
Dated this 24th day of January, 1963.
(Corporate Seal Affixed)
As
Amended:
January 29, 1964, at Sioux Falls
January 22, 1965, at Sioux Falls
January 19, 1970, at Sioux Falls
January 18, 1971, at Sioux Falls
January 18, 1972, at Sioux Falls
January 15, 1974, at Sioux Falls
January 05, 1977, at Sioux Falls
January 19, 1983, at Sioux Falls
January 18, 1989, at Sioux Falls
January 16, 1991, at Sioux Falls
July 12, 1995, at Pierre
January 17, 2001, at Sioux Falls
January 17, 2007 at Sioux Falls
