Constitution

BYLAWS
of the
MICHIGAN NUT GROWERS ASSOCIATION, INCORPORATED

1987 Revision

SECTION I. – DUTIES OF OFFICERS AND BOARD OF DIRECTORS

ARTICLE I. The President shall preside at all meetings of the Association and shall be Chairperson of the Board of Directors. He/she shall be responsible that all business is transacted in accordance with the Constitution and Bylaws. He/she shall call meetings of the Board of Directors at least twice each year. He/she shall appoint Standing Committees as dictated in the Bylaws and shall appoint any special committees as needed. The President shall monitor the activities of all officers and all committees. The President serves ex-officio on all standing and special committees.

ARTICLE II. The First Vice-President shall be Chairperson of the Program Committee and shall be basically responsible for agenda and activities at each meeting of the membership. He/she shall perform any other duties as prescribed by the President. In the absence of the President, he/she shall assume the duties of the President. He/she shall familiarize them self with the Constitution and Bylaws, and shall try to attend all meetings of the Board of Directors and all regular meetings of the Association.

ARTICLE III. The Second Vice-President shall be a member of the Program Committee, and shall perform any other duties prescribed by the President. In the absence of the First Vice-President, he/she shall assume the duties of the office. He/she shall familiarize them self with the Constitution and Bylaws and shall try to attend all meetings of the Association and Board of Directors.

ARTICLE IV. The Secretary shall be responsible for Association correspondence and for the mailing of meeting notices. He/she shall be responsible for the recording of the minutes at all Association meetings and all meeting of the Board of Directors. In conjunction with the Treasurer and the Editor of the newsletter, he/she shall maintain an up-to-date membership and complimentary mailing list. He/she shall keep an up-to-date copy of the Constitution and Bylaws of the Association. He/she shall serve or select, with concurrence from the President, another person to serve as the Association Historian.
As needed to facilitate the paying of bills, the Secretary shall be empowered to write checks in a manner approved by the Treasurer and the Board of Directors. The Secretary shall be further empowered to handle, if needed, any or all financial matters of the Association during an absence of the Treasurer, or if the Treasurer is incapacitated.
The Secretary may request the Board of Directors to appoint an Assistant Secretary, whose duties and term of office shall be jointly determined by the Secretary and the Board of Directors. In the absence of the Secretary, the Assistant Secretary shall assume the duties of the Secretary except for any financial matters.

ARTICLE V. The Treasurer shall receive and deposit all Association monies in a place and in a manner approved by the Board of Directors. The Treasurer shall be responsible for the payment of all necessary expenditures and for all expenditures as authorized by the Board of Directors. The Treasurer shall collect dues at Association meetings and by mail. The Treasurer shall send dues notices to each member or place a dues notice with a return envelope for payment in the Association newsletter. In cooperation with the Secretary and the Editor, the Treasurer shall maintain an up-to-date membership and mailing list.
The Treasurer shall prepare an annual financial statement at the end of each fiscal year and present the books for audit. The Treasurer may request the Board of Directors to appoint an Assistant Treasurer, whose duties and term of office shall be jointly determined by the Treasurer and the Board of Directors.
The Treasurer shall have primary responsibility for filling orders for Association cookbooks and shall receive all monies from the sale of same. The Treasurer shall automatically be a member of the Membership Committee and of the Publications Committee.

ARTICLE VI. The Board of Directors shall manage the affairs of the Association between regular meetings of the Association. The Board of Directors shall monitor the performance of all Officers and the Chairpersons of all committees. In the event that any Officer or Committee Chairperson fails to carry out his or her responsibility, the Board shall take whatever action it deems necessary to conduct the affairs of the Association.
The Board of Directors shall meet at least twice during each fiscal year. Meetings of the Board of Directors shall be called by the President, with advance notices being sent to all members of the Board. In case of need, however, any elected Officer with the approval of four Board of Directors members, may call a special meeting of the Board. Any action taken at such a meeting must be approved by a two-thirds vote of members present at the next regular Association meeting.
A quorum at any Board of Directors meeting shall be six members, three of whom shall be elected Officers of the Association.

ARTICLE VII. The Resident Agent of the Corporation shall be the Secretary, unless otherwise designated by the Board of Directors. The Resident Agent shall be responsible for the Corporate Book and shall faithfully enter all required Corporate Records therein. The Resident Agent and/or the Treasurer shall make requisite filings with the Michigan Department of Commerce, the Michigan Department of Treasury and the United States Internal Revenue Service..

SECTION II. – MEETINGS

ARTICLE I. There shall be three Regular Meetings of the Association each year. The first shall be held on a Saturday during the latter part of March, the second shall be held on a Sunday during the first part of August and the third shall be held on a Sunday during the latter part of September or early October. Any changes in date may be made by a two-thirds vote of members present at a Regular Meeting or by a majority vote by the Board of Directors at a Board Meeting.
A Special Meeting of the Board of Directors on September 18, 1977 defined the following: “The term ‘meetings’ shall be the gathering of the membership for social and fraternal purposes at the Summer and Fall Meetings, and for social and fraternal purposes plus an annual business meeting in March.”

ARTICLE II. Any Special Meeting of the membership may be called by the President or by the Board of Directors.

ARTICLE III. A quorum at any Association Meeting shall be twenty members and must include at least two of the current officers.

ARTICLE IV. The exact order of business to be followed at each Association Meeting shall be determined by the Chairperson.

SECTION III. – ELECTIONS
ARTICLE I. The Board of Directors shall act as a Nominating Committee and by a two-thirds majority vote in session shall recommend a slate of officers for election at the Annual Fall Meeting. Other nominations shall be received from the floor.

ARTICLE II. All members whose dues are paid and all Honorary members shall be eligible to vote at Association meetings.

ARTICLE III. Terms of office shall begin at once, following elections, and shall run for one year or until successors are elected. All Officers must be members in good standing.

SECTION IV. – FINANCIAL MATTERS
ARTICLE I. The fiscal year of the Association shall coincide with the calendar year.

ARTICLE II. Annual dues and lifetime memberships shall be determined by the Association. A change in the dues structure can be made only by a three-fourths vote at a meeting of the Board of Directors and by a three-fourths vote at a Regular Meeting of the membership.

ARTICLE III. Dues are payable January 1st for the ensuing calendar year. New members paying dues after August 1st shall have complimentary membership and newsletter for the balance of that calendar year.

ARTICLE IV. Members with dues not paid by the spring meeting will be dropped from the membership roster.

ARTICLE V. One dollar from each annual membership dues will be placed in a research grant fund to be directed by a Grants Committee with majority concurrence of the Board of Directors.

SECTION V. – COMMITTEES

ARTICLE I. At the close of elections at the Annual Fall Meeting, the newly-elected President shall appoint or reappoint members to the following Standing Committees:
Program Committee. The Committee shall be responsible for the program and speakers at all Association Meetings. At each Annual Spring Meeting, it shall announce the location of the Summer and Fall Meetings for that year. It shall prepare announcements of all Regular Meetings for duplication and mailing by the Editor. It shall be responsible for the procurement of trees, seeds and scion wood for display, auction or distribution at all Regular Meetings. The First Vice-President shall be Chairperson of this Committee. The Second Vice-President shall be a member.
Grants Committee. This Committee shall review grant requests and make recommendations for funding to the Board of Directors.
Publications Committee. This Committee shall be responsible for the preparation, publication, mailing, safekeeping and distribution of all publications of the Association. The Editor of the official Association newsletter, the Secretary and the Treasurer shall be members of this Committee.
Michigan State University Nut Tree Committee. This Committee shall cooperate with the Horticulture Department of Michigan State University in the development and/or care of tree plantings at the Horticultural Research Center at East Lansing and the Michigan State University nut tree planting in the Gull Lake area. It shall have responsibility for any other planting activities of the Association.

ARTICLE II. The following Standing Committees may be appointed by the newly-elected President at the Annual Fall Meeting or may be appointed by the Board of Directors during its first Meeting following the Annual Fall Meeting.
Membership Committee. This Committee shall be concerned with ways and means of increasing the membership of the Association. It shall also welcome new members into the Association, provide them with information about the Association, sources of information about the propagation and cultural care of nut trees, sources of nut trees, seeds and scion wood and assist them in any way possible.
Exhibits Committee. This Committee shall be responsible for the development and safekeeping of exhibits for use at Association Meetings, County or State Fairs and other public gatherings.

ARTICLE III. Other Committees may be appointed, as needed, by the President or by the Board of Directors.

ARTICLE IV. Each Standing Committee shall officially meet in session at least once each year and each member of that Committee shall be notified as to the time and place of meeting.

SECTION VI. – AMENDMENTS TO THE BYLAWS
ARTICLE I. An amendment to the Bylaws may be proposed by the Board of Directors or may be presented by any Association member at a regular meeting of the Association.

ARTICLE II. Any change in the Bylaws must be approved by a three-quarters vote of members present at two successive regular meetings of the Association.

SECTION VII. – PUBLICATIONS
ARTICLE I. The Association shall publish an official newsletter called the MNGA News which shall contain news items, reports of meetings or officers, and other information pertaining to the culture of nut trees and minor fruits.

ARTICLE II. The Association newsletter shall be published at least twice each year or as stipulated by the Board of Directors. It shall be sent to all members, and to any other persons, agencies or libraries as authorized by the Board of Directors.

ARTICLE III. At the discretion of the Board of Directors, the MNGA News may accept advertisements and list prices for trees, seeds or scion wood. Prices for books or other published material related to the objectives of the Association may be printed in the newsletter.

SECTION VIII. – MISCELLANEOUS

ARTICLE I. HONORARIUMS. If so approved by a two-thirds vote at a regular Association meeting, honorariums may be given to one or more Association members at the end of each fiscal year. The amount and numbers of such honorariums shall be subject to review and recommendation each year by the Board of Directors.

CONSTITUTION
of the
MICHIGAN NUT GROWERS ASSOCIATION, INCORPORATED

1987 Revision

NAME

ARTICLE I. This Society shall be known as the Michigan Nut Growers Association, Incorporated. It shall be a non-profit organization, duly incorporated under the laws of the State of Michigan.

PURPOSES

ARTICLE II. To promote interest in the nut-bearing plants and minor fruits; scientific research in their breeding and culture; standardization of names, and registration of worthy cultivars; the dissemination of information about nut-bearing plants; the encouragement of greater usage of these plants in Michigan agriculture, and for landscaping purposes. The corporation may own, acquire, buy and lease real estate, or sell, mortgage and enter into contracts for the sale and purchase of real estate – as such may be necessary to promote the above stated purposes.

MEMBERSHIP

ARTICLE III. Membership shall be open to all persons interested in supporting the objectives of the Association. Application for membership may be made to the Treasurer or other elected officer. Required dues shall be paid to the Treasurer. Classes of membership shall be Individual Annual. Individual Life, Husband and Wife Annual, Husband and Wife Life, Institutional, and Honorary.

OFFICERS

ARTICLE IV. Elected Officers shall consist of a President, a First Vice-President, a Second Vice-President, a Secretary and a Treasurer, or a combined Secretary-Treasurer. An Assistant Secretary and/or an Assistant Treasurer may be appointed by the Board of Directors.

BOARD OF DIRECTORS

ARTICLE V. The Board of Directors shall consist of all current Officers, the five most recent past Presidents, the Editor of the official Association publication, the person acting in a liaison capacity between the Association and Michigan State University, the Chairperson of all existing Committees and not more than six Directors-at-Large elected by the membership for concurrent two-year terms.

DISSOLUTION OF THE MICHIGAN NUT GROWERS ASSOCIATION, INC.

ARTICLE VI. In the event of dissolution of this non-profit Corporation, all assets will be distributed to one or more similar organizations having similar objectives.

AMENDMENTS TO THE CONSTITUTION

ARTICLE VII. This Constitution may be amended by a three-fourths vote of members present at two successive Regular Meetings of the Association.

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