NDCISA Bylaws

BYLAWS OF THE NORTH DAKOTA CROP IMPROVEMENT & SEED ASSOCIATION

Adopted 1979

Amended 1982,88,89,90,91,92,93,97,08,11,14,15,18,20, 21, 8/21, 3/22/22

Mission Statement

Enhancing North Dakota agriculture through the production, promotion and distribution of pure seed.

ARTICLE I. NAME

The name of the corporation shall be: North Dakota Crop Improvement & Seed Association. It shall be referred to hereafter as either the “Corporation” or the “Association”.

ARTICLE II. PURPOSES

The Corporation shall be organized exclusively for agricultural purposes within the meaning of
section 501 (c) (5) of the Internal Revenue Code. Within this general limitation, the specific purposes of the corporation shall include the following:

A. To provide an organization which seed/crop producers and the seed industry of North Dakota can carry out an active agricultural crop improvement program singly as an association, or in cooperation with the North Dakota State University Extension, North Dakota Agricultural Experiment Station, and North Dakota State Seed Department, commodity groups and other trade organizations within the state.

B. To cooperate with the Association of Official Seed Certifying agencies, the North Dakota State University Extension, North Dakota Agricultural Experiment Station, North Dakota State Seed Department, ND Foundation Seedstocks, NDSU Research Foundation and others in matters relating to the development, production and distribution of improved seeds.

C. To provide active involvement in the identification of agricultural research and educational needs of North Dakota and the identification of facilities, personnel and equipment necessary to fulfill these identified needs, and to provide active support for these proposals through the legislative process.

D. To serve as a communication link for North Dakota seed producers, users, and the see industry in legislative matters relating to production and marketing of their products.

E. To help organize and strengthen County Crop (Agricultural) Improvement Associations.

F. To maintain regular channels of communication between all members of the association.

G. To create an active interest in quality North Dakota grown seed and improved crop
production practices through mass media, advertising, promotion of certified seed, crop
shows and educational programs

ARTICLE III. POWERS

The association shall have all of the powers of nonprofit corporations described in section 10-33-21 of the North Dakota Century Code.

ARTICLE IV. MEMBERSHIP

A. Membership in this association shall consist of each County Crop (Agricultural) Improvement Association and their current members with a paid-up annual membership fee, which shall be determined by the Board of Directors, in their sole discretion.

B. Membership in this association shall also consist of any North Dakota nonprofit crop based commodity organizations with a paid-up annual membership fee, which shall be determined by the Board of Directors, in their sole discretion.

C. Any growers, seed conditioners, elevators, businesses and employees of Federal, State and County governmental agencies, and other interested persons may become non-voting members of the North Dakota Crop Improvement and Seed Association with a paid up annual membership fee, which shall be determined by the Board of Directors, in their sole discretion.

D. Each county association with a paid membership shall elect four delegates, which may include seed conditioners, to cast votes on issues placed before the membership at the duly called annual meeting.

E. Each non-profit crop-based commodity organization with a paid membership shall be entitled to four delegates to cast votes on issues placed before the membership at the duly called annual meeting.

F. Delegates shall be certified to the executive officer no later than registration time prior to the annual meeting with the option of vote by written proxy of delegate substitution permitted. Each delegate shall be entitled to one vote only.

G. A quorum shall consist of 60% of the certified voting delegates. General procedures at membership meetings shall be in harmony with the principles set forth in “Roberts Rules of Order Revised,” so far as they do not conflict with any provision of the bylaws.

H. The annual meeting of the membership shall be held at a time and place determined by the board of directors. Special meetings may be called by the president, or by consensus of 25% of the membership. Annual and special meetings may be held solely by such means of remote communication as approved in advance by the Board of Directors. Members may be allowed to participate in annual and special meetings held at a designated place by such means of remote communication as approved in advance by the Board of Directors. Any member participating in any meeting by means of remote communication shall be entitled to vote on any matters presented to the membership in the same manner as if such member was physically present at such meeting.

I. Notice stating the place, day and hour of the any membership meeting and, in case of a special meeting, the purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally, by mail, or by any form of electronic communication consented to by the member, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.

J. Notice of a special meeting of the membership must contain a statement of the purposes of
the meeting.

ARTICLE V. BOARD OF DIRECTORS

A. The board of directors shall be responsible for the governance and the general administration of the Association.

1. The Board of Directors must be active producers in the district they represent.
2. The Board of Directors shall include three directors elected from each of the following districts:
  1. Northeast District: Pembina, Walsh, Grand Forks, Steele, Griggs, Nelson, Ramsey, Cavalier,
    Towner, Benson, Eddy, Foster, Rolette, Wells, Traill
  2. Southeast District: Stutsman, Barnes, Cass, LaMoure, Ransom, Richland, Dickey, Sargent,
    Emmons, Logan, McIntosh
  3. Southwest District: Kidder, Burleigh, Sioux, Grant, Morton, Oliver, Mercer, Dunn, Stark-
    Billings, Hettinger, Adams, Bowman, Slope, Golden Valley, McKenzie
  4. Northwest District: Divide, Burke, Renville, Bottineau, Pierce, McHenry, Ward, Mountrail,
    Williams, McLean, Sheridan
3. These District directors shall be elected on an annual basis for rotating three-year terms at a duly called district meeting of County Crop (Agricultural) Improvement Associations or district caucus at the annual meeting. Each county shall have four votes to elect directors and transact such business as may be brought before the district meeting.
4. A Director missing more than two meetings (i.e. Board of Directors meetings, NDCISA Annual meeting and District meeting) on an annual basis, may be removed from the Board of Directors and replaced at the next District, or district caucus meeting.
5. Each director shall be eligible for only three consecutive terms. A director who has served three terms may again become eligible after a period of one year has elapsed from his or her last expired term. If no one is nominated for the Director position in the District, the Board can appoint someone from that District and that individual could be the person currently on the Board. That appointee would be eligible for a full 9-year term.
6. Any unexpired term shall be filled at the next annual meeting and shall be regarded as a full term upon completion thereof.

B. A majority of the elected board of directors shall constitute a quorum, and meetings of the board of directors shall be conducted in accordance with the principles set forth in “Roberts Rules of Order Revised” in so far as they do not conflict with any provision of these bylaws.

C. “Regular Meetings” will consist of four quarterly meetings. The dates, times, and places of regular meetings of the board of directors shall be determined by resolution of the board, and the president shall have the authority to call special meetings of the board. Special meetings shall be allowed via conference call and or virtual web-based applications. Meeting minutes will be taken and published.

D. If there are special circumstances that restrict the board from meeting in person, the president of the board can request that a regular meeting shall be held via conference call and or virtual web- based applications. Virtual votes may be made at these meetings under Roberts Rules of Order.

E. Directors may be reimbursed for any out-of-pocket expenses incurred as approved by the board of directors, in their sole discretion. Directors shall not be paid any other compensation by the Corporation.

F. The Board of Directors may adopt at any time and from time to time a code of conduct or other policies applicable to Directors, Officers and employees of the Corporation. All Directors shall be obligated to comply with any code of conduct or other policies adopted by the Board in exercising their duties as Directors and in representing the Corporation. Notwithstanding any other provisions in these Bylaws, a Director may be removed from the Board at any time upon a determination by a majority of the Board that such Director has violated the code of conduct or other policies adopted by the Board.

ARTICLE VI. OFFICERS

A. The officers of the Corporation shall include president, vice president, second vice president, secretary and treasurer elected by the board of directors each year at the annual meeting of the board of directors. Officers shall serve for one year or until their successors are elected and qualified. The term of the President, Vice President, or Second Vice President of the Association shall be limited to no more than two (2) consecutive years in that office. Notwithstanding any other provisions in these Bylaws, an Officer may be removed at any time by the Board, with or without cause.

B. The president, vice-president, and second vice president, shall constitute the executive committee of the Corporation, having general administrative powers to implement the board’s policy and to act for the board as necessary between board meetings. The immediate past President will remain on the executive committee as a non-voting advisory representative, if he/she is a current member of the board of directors.

C. The president shall be authorized to call meetings of the executive committee or the board of directors and to preside at such meetings. He shall execute the orders of the board of directors and shall enforce the observance of the bylaws.

D. The vice-president shall assist the president and in the absence of the president will carry out the duties of the president.

E. The Treasurer shall oversee financial activity of the organization. The Treasurer shall present the financial report at the annual meeting.

F. The Secretary shall keep correct and complete minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors; and shall keep at the corporation’s registered office or principal office a record of the member counties and the names and addresses of its members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.

G. The board of directors may appoint an executive director to manage the NDCISA, and cooperate with the ND Foundation Seedstocks, ND State Seed Department, NDSU plant breeders, and others in the development, production, and dissemination of quality seed stocks in North Dakota and the surrounding region. The executive director shall serve at the discretion of the board of directors and may be assigned such duties and responsibilities as designated by the board of directors.

H. Any officer of the corporation (including a director) whether elected or appointed, shall serve at the sole discretion of the board of directors and may be removed by the board of directors at any time, with or without cause.

ARTICLE VII. REGISTERED OFFICE AND AGENT

A. The Address of the registered office of the Association is PO Box 5084, West Fargo, ND 58078, located at NDSU Loftsgard Hall. The registered agent at this address shall be the executive officer of the Association. The executive officer shall file a consent to serve as the registered agent within 30 days of appointment.

B. The Association may change its registered office or change its registered agent or both, or the registered agent may resign, by following the procedure required by section 10-33-13 of the North Dakota Century Code.

ARTICLE VIII. FINANCES

A. County Crop (Agricultural) Improvement Associations shall collect a check-off on all seed produced under contract with the North Dakota Crop Improvement and Seed Association and sold for seed, with the check-off distributed between the County Crop (Ag) Improvement Associations and the North Dakota Crop Improvement & Seed Association.

B. All funds from membership and fees shall be placed with the executive officer and shall be under the control of the board of directors.

C. The fiscal year of the Association shall run from January 1 to December 31.

D. The financial records of the corporation shall be audited annually in a manner approved by the board of directors.

E. No loans shall be made by the corporation to its members, directors or officers.

ARTICLE IX. GENERAL PROVISIONS

A. Whenever any notice is required to be given to any member or director of a corporation pursuant to the statute or under provisions of the articles of incorporation or bylaws of the corporation a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

B. Any action required by Chapter 10-33 to be taken at a meeting of the members or directors of the corporation, or any action which may be taken at a meeting of the members or directors, may be taken without a meeting if a consent in writing, including electronic communication, setting forth the action so taken, shall be signed or approved by a majority of the members entitled to vote with respect to the subject matter thereof, or a majority of the directors, as the case may be.

ARTICLE X. AMENDMENT

These bylaws may be amended at any duly called regular or special meeting of the Board of Directors at which a quorum is present upon the majority vote of the Directors that are present. Notice of any proposed amendment to the bylaws must be provided to all Directors at least seven (7) days prior to the date of the meeting at which action is to be taken on said amendment.

Adopted by the Board of Directors on March 22, 2022.