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:

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 seed 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 the powers of nonprofit corporations described in section 10-33-21 of the North Dakota Century Code.

ARTICLE IV. MEMBERSHIP

A. Membership shall consist of each County Crop (Agricultural) Improvement Association, and current NDCISA members with a paid-up annual membership fee, determined by the Board of Directors.

B. Membership shall also consist of any North Dakota nonprofit crop-based commodity organizations with a paid-up annual membership fee, determined by the Board of Directors.

C. Any grower, seed conditioner, elevator, business, and employee of Federal, State and County governmental agency, and other interested person may become a non-voting member with a paid-up annual membership fee, determined by the Board of Directors.

D. A quorum shall consist of 60% of the board of directors. General procedures at membership meetings shall follow “Roberts Rules of Order Revised,” unless they conflict with these bylaws.

E. An annual meeting of the membership shall be held either virtually or at a time and place determined by the board. Special meetings may be called by the president or by consensus of 25% of the membership. Remote participation and voting are allowed.

F. Notice of meetings shall be delivered 10–50 days before the meeting by mail or electronic communication.

G. Notice of a special meeting must contain a statement of the purposes of the meeting.

ARTICLE V. BOARD OF DIRECTORS

A. The board of directors shall govern and administer the Association.

Each Director must be an active producer, reside in the district represented, and be a member in good standing.

Each At-large Director must be an active producer, reside in the region represented, and be a member in good standing.

The Board shall include two directors from each district and four at-large directors (two western, two eastern).

Northeast District: Pembina, Walsh, Grand Forks, Steele, Griggs, Nelson, Ramsey, Cavalier, Towner, Benson, Eddy, Foster, Rolette, Wells, Traill

Southeast District: Stutsman, Barnes, Cass, LaMoure, Ransom, Richland, Dickey, Sargent, Emmons, Logan, McIntosh

Southwest District: Kidder, Burleigh, Sioux, Grant, Morton, Oliver, Mercer, Dunn, Stark-Billings, Hettinger, Adams, Bowman, Slope, Golden Valley, McKenzie

Northwest District: Divide, Burke, Renville, Bottineau, Pierce, McHenry, Ward, Mountrail, Williams, McLean, Sheridan

Directors serve rotating three-year terms, elected at regional meetings.

Missing more than two meetings annually may result in removal.

Directors may serve three consecutive terms; eligibility resumes after one year.

B. A majority of the board constitutes a quorum.

C. Regular meetings consist of four quarterly meetings; special meetings may be virtual.

D. Virtual meetings and votes are allowed under Roberts Rules.

E. Directors may be reimbursed for approved expenses; no other compensation.

F. The Board may adopt a code of conduct; violation may result in removal.

ARTICLE VI. OFFICERS

A. Officers include president, vice president, second vice president, secretary, and treasurer, elected annually by the board.

B. The president, vice president, and second vice president form the executive committee.

C. The president presides over meetings and enforces bylaws.

D. The vice president assists and acts in the president’s absence.

E. The treasurer oversees finances and presents annual reports.

F. The secretary maintains records and meeting minutes.

G. The board may appoint an executive director.

H. Officers serve at the discretion of the board and may be removed at any time.

ARTICLE VII. REGISTERED OFFICE AND AGENT

A. Registered office: PO Box 5084, West Fargo, ND 58078, located at NDSU Loftsgard Hall.

B. Changes to registered office or agent follow ND Century Code section 10-33-13.

ARTICLE VIII. FINANCES

A. County Crop Improvement Associations shall collect a check-off on seed sold for seed.

B. All funds shall be placed with the executive officer under board control.

C. Fiscal year: January 1 to December 31.

D. Financial records shall be audited annually.

E. No loans shall be made to members, directors, or officers.

ARTICLE IX. GENERAL PROVISIONS

A. Written waiver of notice is equivalent to giving notice.

B. Actions may be taken without a meeting if approved in writing or electronically by a majority.

ARTICLE X. AMENDMENT

These bylaws may be amended by majority vote at any regular or special board meeting with quorum present. Notice of proposed amendments must be provided at least seven (7) days prior to the meeting.

CONTACT US

701-893-6069
PO Box 5084
West Fargo, ND 58078