Bylaws
North East Association of County Agricultural Agents
ARTICLE ONE
OFFICES
Section 1.1. Principal Offices. The principal office of this Corporation shall be 118 Main Street, Wellsboro, Tioga County, Pennsylvania.
Section 1.2. Other Offices. The Corporation may have such other offices, either within or without Tioga County, Pennsylvania, as the Board of Directors may from time to time determine.
ARTICLE TWO
MEMBERSHIP
Section 2.1. Classes of Membership. The Corporation shall have nine (9) classes of members. No member may hold membership rights in more than one membership class. The classes shall be designated as follows:
Class A: Delaware
Class B: Maine
Class C: Maryland
Class D: New Hampshire
Class E: New Jersey
Class F: New York
Class G: Pennsylvania
Class H: Vermont
Class I: West Virginia
The rights and privileges of all members shall be equal, regardless of class. Each member shall be entitled to one vote. Additional classes may be designated by the affirmative vote of seventy-five percent (75%) of the existing classes of members.
Section 2.2. Qualifications. Members shall be individuals over the age of eighteen (18) who are county agricultural agents in the state of Delaware, Maine, Maryland, New Hampshire, New Jersey, New York, Pennsylvania, Vermont, or West Virginia and are members in good standing of the National Association of County Agricultural Agents (“NACAA”). Members shall be admitted to one of the classes listed in Section 2.1 above based on the state he/she is employed as a county agricultural agent. All members must agree to be bound by the Articles of Incorporation of this Corporation, by these Bylaws, and by such rules and regulations as the Board of Directors may from time to time adopt.
Section 2.3. Admission to Membership. Individuals who become members of NACAA and meet the other qualifications above shall automatically be admitted as members of this Corporation.
Section 2.4. Liability of Members. No member of this Corporation shall be personally liable for any of its debts, liabilities, or obligations.
Section 2.5. Transfer. Membership in this Corporation is not transferable.
Section 2.6 Termination. Membership shall terminate on the resignation of a member, the death of a member, or upon a member’s failure to be in good standing with NACAA. Membership may also be terminated by the affirmative vote of seventy-five percent (75%) of the Board of Directors at a meeting at which a quorum is present, based on actions the Board of Directors determines to be detrimental to the best interests of the Corporation or for member’s failure to actively support corporate purposes or actively participate in corporate activities.
ARTICLE THREE
CERTIFICATES OF MEMBERSHIP
Section 3.1. Certificate of Membership. The Board of Directors may, but shall not be required, provide for the issuance of certificates evidencing membership in the Corporation, which shall be of such form as may be determined by the Board. Such certificates shall be signed by the President or Vice-President or by the Secretary or an Assistant Secretary and shall be sealed with the seal of the Corporation. All certificates evidencing membership shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the Corporation. If any certificate shall become lost, mutilated, or destroyed, a new certificate may be issued to replace it on such terms and conditions as the Board of Directors may determine.
ARTICLE FOUR
MEMBERSHIP FEES AND DUES
Section 4.1. Initiation Fee and Annual Dues. The Board of Directors may determine from time to time the amount of initiation fee, if any, and the amount of annual dues payable to the Corporation by members, if any.
ARTICLE FIVE
MEETINGS OF MEMBERS
Section 5.1. Annual Meeting. The Annual Meeting of the Corporation shall be held in conjunction with the NACAA Annual Meeting, or at such other time and place as the Board of Directors may designate.
Section 5.2. Special Meetings. Special meetings of members or any class of members may be called by the Board of Directors. The Board of Directors shall be responsible for calling special meetings of the classes of members whose directors are up for election in a particular year, said special meeting to be held no later than thirty (30) days prior to the annual meeting.
Section 5.3. Notice of Meetings. Written or printed notice stating the place, day and hour of any meeting of members or any class of members shall be delivered personally, by mail or by facsimile to each member entitled to vote at such meeting, not less than thirty (30) nor more than sixty (60) days before the date of such meeting, by or at the direction of the President, Secretary or such officers or persons as are calling the meeting. In the case of special meetings, or when required by these Bylaws or by law, the purpose or purposes for which the meeting is called shall be stated in the notice. If sent by mail, a notice of meeting shall be deemed delivered when deposited in the United States mail, postage prepaid, addressed to the member at the member’s address as it appears on the records of the Corporation at the time of mailing.
Section 5.4. Informal Action by Members. Any action required or permitted to be taken at any meeting of members or any meeting of any class of members, may be taken without such meeting if a consent in writing, setting forth the action to be taken, shall be signed by all members entitled to vote with respect to such action.
Section 5.5. Quorum for Meeting of a Class of Members. At any meeting of a class of members, a majority (at least 51%) of all members of the class are required in person or by proxy for a quorum. A member shall be considered present in person who participates by means of a conference telephone or similar means of communication equipment by means of which all persons participating in the meeting can communicate with each other at the same time.
Section 5.6. Proxies. At any meeting of a class of members, a member entitled to vote may vote by proxy executed in writing by the member or by the member’s duly authorized attorney in fact. No proxy shall be valid after 10 days from its date of execution unless otherwise provided in the proxy. The written notification of the proxy must be provided to the Secretary prior to the meeting. Any designated proxy must be a member of the Corporation.
Section 5.7. Voting Rights. Except as otherwise stated in these Bylaws or the Articles, the affirmative vote of a majority (at least 51%) of the members of a class present at a meeting of the class at which a quorum is present shall be required for any action of the class of members. The Director elected by the particular class of members shall act as the class proxy and exercise the class’s vote in the overall vote of the membership at the annual meeting. Except as otherwise stated in these Bylaws or the Articles, for all matters coming before the entire membership of the Corporation the affirmative vote of a majority (at least 51%) of all classes shall be required for any action of the membership.
Section 5.8. Electronic Voting. Electronic voting (by means such as e-mail or facsimile) shall be permitted for any matter that must be addressed by the members prior to the next annual meeting.
ARTICLE SIX
DIRECTORS
Section 6.1. Number and Qualification. The number of Directors of this corporation shall be equal to the number of classes of membership in the Corporation. Each class of members shall elect one Director from among the members in good standing of its class by the affirmative vote of a majority (at least 51%) of the members of the class present at a meeting at which a quorum is present.
Section 6.2. Term of Office. The Directors named in the Articles of Incorporation as the first Board of Directors shall hold office for the terms designated therein. Thereafter, the term of office of each Director shall be three (3) years. Directors may be re-elected for successive terms.
Section 6.3. Powers. Except as otherwise provided in the Articles, or by law, the powers of this Corporation shall be exercised, its properties controlled, and its affairs conducted by the Board of Directors, which may, however, delegate the performance of any duties or the exercise of any powers to such officers and agents as the Board may from time to time, by resolution designate.
Section 6.4. Vacancy. Whenever a vacancy exists on the Board of Directors, whether by death, resignation, removal or otherwise, the vacancy shall be filled by election of a new Director pursuant to Section 6.1 above by the class of members in which the vacancy occurred. Any person so elected to fill the vacancy of a Director shall hold office for the unexpired term of his or her predecessor in office, subject to the power of removal. Any Director may be removed, with cause, by an affirmative vote of a majority (at least 51%) of the classes of members.
Section 6.5. Compensation. No member of the Board of Directors shall receive any compensation from the Corporation for performance of his/her duties as Director.
Section 6.7. Meetings
(a) Regular meetings shall be held at such place or places as the Board of Directors may from time to time designate; or, in the absence of such designation, it shall be held in conjunction with the NACAA annual meeting. The Board of Directors shall hold at least one meeting annually.
(b) Special meetings of the Board of Directors may be called by the President if so requested in writing by 2/3rds of the Board of Directors.
(c) Written or printed notice stating the place, day and hour of any meeting shall be delivered personally, by facsimile or by mail to each Director not less than thirty (30) nor more than sixty (60) days before the date of such meeting. When required by these Bylaws or by law, the purpose or purposes for which the meeting is called shall be stated in the notice. If sent by mail, a notice of meeting shall be deemed delivered when deposited in the United States mail, postage prepaid, addressed to the Director at the address as it appears on the records of the Corporation at the time of mailing.
Section 6.8. Quorum and Voting. Two-thirds (2/3) of the Directors present in person or by proxy shall constitute a quorum for all purposes; provided, however, at any meeting, whether a quorum be present or otherwise, a majority of the Directors present may adjourn from time to time and from place to place, without notice other than by announcement at the meeting. A Director shall be considered present in person who participates by means of a conference telephone or similar means of communication equipment by means of which any persons participating in the meeting can hear each other at the same time. At a meeting of the Board at which a quorum is present, the affirmative vote of a majority (at least 51%) of the Directors present shall be required for any action by the Board.
Section 6.9. Informal Action by Directors. Any action required or permitted to be taken at any meeting of the Board of Directors, may be taken without such meeting if a consent in writing, setting forth the action to be taken, shall be signed by all Directors entitled to vote with respect to such action.
ARTICLE SEVEN
OFFICERS
Section 7.1. Officers. The officers of the Corporation shall be President, President-elect, Secretary and Treasurer. All officers shall be elected from and by the Board of Directors at a regular meeting of the Board of Directors. Only members in good standing may serve as an officer. The president-elect shall be elected annually to serve one year as president-elect and shall serve the following year as president or until a successor has been elected. The president, secretary and treasurer shall hold office for a period of one year or until a successor shall be duly elected.
Section 7.2. Appointive Officers. The Board of Directors may by resolution appoint persons to fill the offices of assistant secretary and/or assistant treasurer, with the appointee to hold office at the pleasure of the Board of Directors. One person may fill both offices. An appointed officer may or may not be a member of the Corporation.
Section 7.3. President. The President shall preside at all meetings of the Board of Directors, and shall have general supervision over the affairs of the corporation, shall sign or countersign all certificates, contracts and other instruments of the Corporation, as authorized by the Board of Directors, and shall make reports to the Board of Directors and shall perform all such duties as were incident to that office or as are required by the Board of Directors.
Section 7.4. President-elect. The President-elect shall perform all of the duties of the office of the President in the event of absence, disability or at the request of the President.
Section 7.5. Secretary. The Secretary shall (a) serve as secretary for all meetings of the Board of Directors, members, and classes of members, (b) act as clerk thereof and shall record all the proceedings of such meetings, (c) sign all notices required by law or these Bylaws, and (d) perform such other duties as the Board of Directors shall prescribe.
Section 7.6. Treasurer. The Treasurer shall (a) supervise custody of the funds and securities of the Corporation, (b) cause full and accurate accounting of receipts and disbursements to be kept deposited in such depositories as may be designated by the Board of Directors, (c) cause the funds of the Corporation to be disbursed as may be ordered by the Board of Directors, (d) cause a report to be made at its regular meeting, or whenever the Board of Directors may require it, of all transactions and the financial condition of the Corporation, (e) oversee reporting and preparation of tax and other reporting documents for Pennsylvania and Federal taxation, (f) perform such other duties as the Board of Directors from time to time prescribes.
ARTICLE EIGHT
COMMITTEES
Section 8.1 Committees. The Board of Directors may create such committees, either standing or special, as may, from time to time, be deemed advisable.
ARTICLE NINE
MISCELLANEOUS
Section 9.1. Property Rights. No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to any member, director or officer of the Corporation, or any other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation.
Section 9.2. Activities. Notwithstanding any other provision of these Bylaws, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may be amended, or by an organization to which contributions are deductible under Section 170(c)(2) of the Internal Revenue Code and its regulations as they now exist or as they may be amended. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
Section 9.3. Dissolution. Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law), to and organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes and operated primarily as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Law), or to the federal government, or to a state or local government for a public purpose.
Section 9.4. Insurance and Bonds of Officers. The Corporation may secure insurance on behalf of directors and officers against any liability asserted against them individually or collectively for actions taken by them as directors and officers. The Corporation may also procure a fidelity bond to indemnify itself against the misfeasance or nonfeasance of any officer or director.
Section 9.5. Conditions for Indemnification. The Corporation shall indemnify directors, officers, employees and agents of the Corporation to the fullest extent required by the Pennsylvania Nonprofit Corporation Law of 1988 as it may be amended from time to time, subject in each case to restrictions, if any, in the Articles of Incorporation. The Corporation shall indemnify each Director, officer, employee and agent and each former Director, officer, employee and agent of this Corporation, and each person who is serving or has served at its request as a Director, who is serving or has served at its request as a Director, officer or employee of another corporation, against expenses, judgments, decrees, fines, penalties or amounts paid in settlement in connection with the defense of any past, pending or threatened action, suit or proceeding, criminal or civil, to which the individual was, is or may be made a party by reason of being or having been such Director, trustee, officer or employee, provided a determination is made by the Board of Directors of this Corporation acting at a meeting at which a quorum consisting of Directors who neither were nor are parties to or threatened with any action, suit or proceeding is present, that (a) such Director, officer or employee, was not, and has not been adjudicated to have been guilty of misconduct in the performance of his/her duty to the Corporation of which he/she is or was a Director, officer or employee, (b) he/she acted in good faith in what the individual reasonably believed to be in the best interest of such corporation, and (c) in any matter the subject of a criminal action, suit or proceeding, the individual has no reasonable cause to believe that his/her conduct was unlawful. The foregoing rights of indemnification shall not be deemed exclusive of any other rights to which such Director, officer or employee may be entitled apart from the provision of this Article.
Section 9.6. Contracts. The Board of Directors may authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board or by these Bylaws, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit or to render it liable pecuniarily for any purpose or any amount.
Section 9.7. Checks, Drafts, Orders for Payment. All checks, drafts or other orders for the payment of money and all notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers of the Corporation and in such manner as shall be determined by resolution of the Board of Directors.
Section 9.8. Depositories. All funds of the Corporation shall be deposited to the credit of the Corporation in one or more such banks, trust companies or other depositories, on the recommendation of the Board of Directors and as the Board may designate, upon such terms and conditions as shall be fixed by the Board. Terms must include the following: (a) funds may be deposited only in FDIC accounts and (b) amounts to be deposited may not exceed the FDIC’s ability to insure without security. The Board may authorize the opening and keeping with any such depository as they may designate, of general and special bank accounts and may make such special rules and regulations with respect thereto, not inconsistent with the provisions of these Bylaws, as they may deem necessary.
Section 9.9. Books and Records. The Corporation shall keep correct and complete books and records of account and shall also keep records of the actions of the Corporation, which records shall be open to inspection by the members at any reasonable time.
Section 9.10. Fiscal Year; Accounting Election. The fiscal year of the Corporation shall January 1 – December 31.
Section 9.11. Loans Prohibited. No loans shall be made by the Corporation to its directors, officers or employees, or to any other corporation, firm, association, or other entity in which one or more of its directors, officers or employees is a director, officer or employee or holds a substantial financial interest.
ARTICLE TEN
AMENDMENTS
Section 10.1. Amendments. Unless otherwise required by law, the Bylaws may be altered, amended, or repealed and new Bylaws adopted, by the affirmative vote of two-thirds (2/3) of all classes of members.
Adopted, June 26, 2009