Article I
PURPOSES
The Asmark Institute, Inc. is a private, not-for-profit organization that provides a forum for the open exchange of information, professional development, continuing education and regulatory compliance assistance to agricultural retailers and related businesses. The specific purposes of the Institute shall be to:
(1)
Serve as a national resource center for regulatory compliance assistance to agricultural retailers and related agricultural businesses, and trade associations;
(2)
Promote knowledge of regulatory compliance requirements;
(3)
Serve as the national coordinating institution for creation, development and administration of compliance-related aids, materials, products, tools or other solutions pertinent to the needs of agricultural retailers and related businesses;
(4)
Advance industry-standards and conformity with compliance as a means of benefiting the public health, safety, welfare and environment;
(5)
Promote industry-standard educational opportunities and materials as a means of facilitating compliance and safer work environments;
(6)
Cooperate with departments and agencies of federal, state and local governments in achieving optimum compatibility between regulatory compliance requirements and the efforts of industry and commerce;
(7)
Promote cooperation and support between the state and national trade associations and/or organizations directly related to the interests of agricultural retailers and related businesses;
(8)
Communicate and cooperate with other industries and organizations on issues of mutual interest; and
(9)
Establish high standards of business ethics and professionalism.
In seeking to fulfill the purposes set forth in these By-Laws, the Institute itself shall not conduct certification programs.
PRINCIPAL OFFICE
The principal office of the Corporation shall be located at 4941 Goetz Drive, Owensboro, Kentucky 42301.
REGISTERED OFFICE
The registered office of the Corporation shall be located at 4941 Goetz Drive, Owensboro, Kentucky 42301. The Board of Directors may change the location of the registered office by resolution.
Article II
MEMBERSHIP
The Members of the Institute shall be divided into the following five categories: Charter, Regular, Association, Government and Educational.
Charter Member. A charter member shall be an entity or individual for whom services are contracted prior to the date the Institute begins operation.
Regular Member. A regular member shall be any member admitted to the Institute after the date of the creation of the Institute and not fitting any other category of membership.
Association Member. An association member shall be any entity or individual of a state or national industry or trade association or organization, not otherwise eligible for membership, that is interested in the work of the Institute.
Government Member. A government member shall be a department, authority or agency of the United States government or of any State, interstate, regional or local government, interested in the work of the Institute.
Educational Member. An educational member shall be a domestic not-for-profit institution of higher learning, not otherwise eligible for membership, that is interested in the work of the Institute.
APPLICATION
Upon written application to the Institute, an applicant may be admitted to the Institute in a specified category of membership by the vote of the Board of Directors. By accepting membership in the Institute, each applicant agrees to observe all the provisions of these By-Laws. Each member shall identify a person to serve as its primary membership representative.
TERMINATION of MEMBERSHIP
Resignation of membership shall be made by notice in writing to the Institute. The Board of Directors may, by majority vote, terminate the membership of any Member for failure to meet membership obligations under these By-laws. Membership may be terminated without Board approval for failure to pay membership fees within three months of the date of the invoice, provided that a notice of delinquency shall have been given thirty days prior to the effective date of the termination.
VOTING RIGHTS
Each Charter, Regular or Association member shall have one vote on matters presented to the members. Government or Educational members shall not have voting privileges. Members of any additional categories of membership created by the Board of Directors shall not have voting privileges unless expressly provided for by the Board of Directors.
Article III
BOARD of DIRECTORS
The activities, property and affairs of the Institute shall be managed and controlled by the Board of Directors (referred to hereafter as the "Board") except as otherwise reflected herein or delegated by the Board. In their role as Board members, members of the Board shall act in the best interests of the Institute. The Board is responsible for those matters as defined by the appropriate sections of the Kentucky Revised Statutes, including but not limited to:
(1)
Approving the strategic direction of the Institute.
(2)
Approving the annual budget.
(3)
Approving fees for services and products.
(4)
Approving appointments to these Committees established by the Board.
(5)
Approving a decision to employ, discipline or discontinue the employment of the officers of the Corporation.
(6)
Electing Board Members and filling vacancies on the Board.
(7)
Approving the scope of responsibilities of the Board and Institute Committees, Councils and Boards.
(8)
Deciding issues and approving policies that would significantly change or affect the strategic direction of the Institute.
(9)
Amending the Articles of Incorporation and these By-laws as provided in the Kentucky Revised Statutes, as amended.
(10)
Dissolving this Corporation and to determine the distribution of assets upon such termination or dissolution, as provided in the Kentucky Revised Statutes, as amended.
COMPOSITION of the BOARD of DIRECTORS
The initial Board of Directors shall consist of seven (7) directors of the Institute who shall be called the "Board of Directors." In addition, there may be up to seven (7) advisors to the Board from the state and national trade associations or from within the industry, including but not limited to specialists, representatives of Land Grant Colleges or other organizations as deemed applicable by the Board of Directors. Advisors to the Board will be appointed by the "Board of Directors" and occupy an ex-officio position and shall not have voting privileges.
CRITERIA for BOARD MEMBERSHIP
Members of the Board of Directors shall be knowledgeable and actively involved in environmental, health or safety activities. The makeup of the Board of Directors shall be such that all Members of the Board at any given time shall be representatives of Charter, Regular or Association Members of the Institute or representatives from the producers of fertilizers or agrichemicals or those entities manufacturing or supplying equipment and machinery to the fertilizer and agrichemical industry.
The Institute recognizes that from time to time there may be individuals in the agribusiness industry who can be an asset to the Institute through his/her participation in the actions of the Board of Directors. Therefore, the Board may designate ex-officio or former members of the Board of Directors in addition to the seven (7) advisors to the Board, who shall participate in Board activities but shall have no official vote in Board affairs. Ex-officio Board members may be appointed at any time, and shall serve until such time as the Board directs.
If a member of the Board of Directors terminates his/her employment with a Charter, Regular or Association Member, or is transferred to a division of a Charter, Regular or Association Member company having no reference to the agribusiness industry, then said director shall be disqualified to serve as a director and immediately tender his/her resignation from the Board of Directors, and a replacement director shall be elected by the Board of Directors.
VACANCIES
Vacancies shall be filled, as appropriate, by the nomination and vote of the majority of the Board of Directors. A vacancy in any office because of death, resignation, removal, or disqualification shall be filled by the Board of Directors for the unexpired portion of the term.
TERM
Each director shall serve a three (3) year term and until the election and qualification of his/her successor. Officers may be re-elected to consecutive terms.
RESIGNATION
A director may resign at any time by giving written notice to the Chairman of the Board, which resignation shall be effective immediately upon receipt of it by the Chairman.
MEETINGS
Regular meetings of the Board of Directors shall be held at least once each year upon not less than fourteen days or more than thirty days notice by the Chairman or the Secretary, which notice shall contain the date, time and place of such meeting. Notice of the time, place and purpose of special meetings of the Board of Directors shall be provided by the Chairman or Secretary via mail, fax, electronic means or delivery in person to each member of the Board of Directors not less than ten days or more than thirty days before the meeting. An agenda of the principal items to be considered at any meeting of the Board shall be distributed in advance of the meeting.
MINUTES
Minutes of all proceedings of the Board of Directors shall be maintained by the Secretary/Treasurer of the Institute and shall not be disclosed to any person other than the Directors except by direction of the Board of Directors. In the absence of the Secretary/Treasurer, the Chairman shall designate an individual to maintain the minutes of the meeting. The Institute's accountant and attorney may inspect the Board of Director's minutes in connection with their respective responsibilities as required.
TELEPHONE CONFERENCES/USE of E-MAIL
All regular and special meetings of the Board of Directors may be held or attended by telephone conference call with prior notice to the Chairman. E-mail may be utilized as a medium to conduct business by the Board.
QUORUM
The presence in person or by conference call of two-fifths of the members of the Board of Directors shall constitute a quorum at any meeting of the Board.
REQUIRED VOTE
Except as otherwise provided in these By-Laws, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board.
ACTION WITHOUT MEETING
Written consent by all directors to any action taken or to be taken by the Institute shall authorize and validate such action as though it had been authorized at a meeting of the Board of Directors.
Article IV
POWERS and DUTIES
CHAIRMAN of the BOARD: The Chairman of the Board shall preside at all meetings of the Board of Directors, shall have general supervision of the Board of Directors, and shall also perform such other duties as may be prescribed from time to time by the Board of Directors.
PRESIDENT: The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall, in general, supervise and control all the business and affairs of the corporation. The President shall preside at all meetings of the Board of Directors. The President may sign any documents of the corporation, including deeds, mortgages, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-laws, to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time.
VICE PRESIDENT: The Vice President, in order of his/her election, unless otherwise determined by the Board of Directors shall, in the absence or disability of the President, perform the duties and exercise the powers of that office as set forth in the item above. In addition, he/she shall perform such other duties and have such other powers as the Board of Directors shall prescribe.
SECRETARY/TREASURER: The Secretary/Treasurer shall serve at the pleasure of the Board to maintain a continuing review of the financial affairs of the Institute and shall make appropriate recommendations to the Board. It shall be the duty of the Secretary/Treasurer to act as custodian of minutes of all Institute meetings; to issue such notices as may be required by the By-laws; to supervise the custody of the funds and securities of the Institute; cause full and accurate accounting of receipts and disbursements to be kept; cause all funds and properties of the Institute to be, or held, deposited in such depositories as may be designated by the Board of Directors; cause the funds of the Institute to be disbursed as may be ordered by the Board; to initiate an annual audit of the organization's finances; cause a report to be made at its regular meeting of the Board, or whenever the Board may require it, of all transactions and the financial condition of the Institute; and perform such other duties as the Board of Directors from time to time shall prescribe.
COMMITTEES of the BOARD
The Board of Directors shall have the option to appoint, authorize and maintain standing committees of the Board as it deems necessary.
Article V
COMPENSATION of OFFICERS
The Board of Directors shall establish and approve the compensation and benefits policies for the President, corporate officers and staff of the Institute. The Board shall:
(1)
Review periodically and approve changes as required to the compensation and benefit policies for the corporate officers and staff of the Institute;
(2)
Evaluate annually the performance of the corporate officers and establish an appropriate compensation and benefits schedule for the corporate officers; and
(3)
Review and approve other policies concerning employee compensation and benefits.
COMPENSATION of DIRECTORS
Directors as such shall not receive any salaries for services, but by resolution of the Board of Directors, a reimbursement of expenses may be allowed for attendance at any meeting of the Board and committee meetings.
Article VI
CHECKS
The President and such other corporate officers of the Institute as may be designated by the Board of Directors may be authorized to sign contracts, checks and other documents.
MEMBERSHIP FEES and CHARGES
Membership fees and other charges shall be established by the Board of Directors.
INSTITUTE SERVICES
The Board of Directors shall (i) determine regular services, including publications, to which Members shall be entitled; (ii) define those services, facilities and materials that shall be subject to charges by the Institute; and (iii) publicize its decisions with respect to clauses (i) and (ii).
GIFTS and GRANTS
Acceptance by the Institute of gifts, grants or funds, other than those received for membership fees and services shall be subject to the approval of the Board of Directors.
INSURANCE
The Institute may purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees and other agents, against any liability asserted against or incurred by any officer, director, employee or agent in such capacity or arising out of the officer's, director's, employee's, or agent's status as such.
CONTRACTS
The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Institute, and such authority may be general or confined to the specific instance. Unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Institute by any contract or engagement, or to pledge its credit, or incur any other liability.
BONDS
The Board of Directors may require any officer, agent, or employee of the Institute charged with the responsibility for the custody of any of its funds or property to be bonded in such sum and with such surety as the Board of Directors may determine, with the premium therefore to be paid by the Institute.
USE of ASSETS on DISSOLUTION or LIQUIDATION
Upon dissolution or final liquidation of the Institute, after discharge or satisfaction of all outstanding obligations and liabilities, the remaining assets, if any, shall be distributed in accordance with the determination of the Board of Directors, laws applicable to an organization created and operated under relevant law for similar charitable purposes only to those institutions or organizations which qualify as non-profit or not-for-profit organizations.
Article VII
INDEMNIFICATION of DIRECTORS, CORPORATE OFFICERS and OTHERS
The Institute shall indemnify each of its corporate officers and directors to the fullest extent permitted by the applicable laws of the State of Kentucky, including reasonable attorney fees and costs. Nothing herein shall constitute the Directors of the Institute as partners for any purpose. No director, officer, agent, or employee shall be liable for the acts or failure to act of any other director, officer, agent or employee of the Institute; nor shall any member, officer, agent, or employee be liable for his/her acts or failure to act under these By-laws, excepting only acts or omissions arising out of his/her willful misfeasance.
Each person who serves as an employee or as a volunteer on any body of the Institute, or who serves voluntarily in any capacity at the express request of the Institute, shall be indemnified by the Institute against expenses reasonably incurred by such person in connection with any action, suit or proceeding to which such person may be made a party by reason of such service; provided, however, that no indemnification shall be made if a judgment or final adjudication establishes that the actions of such person were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or that such person gained in fact a financial profit or other advantage to which that person was not legally entitled. Expenses shall include the cost of any reasonable settlement made with a view to curtailing litigation, including reasonable attorney fees and costs. Any settlement made shall be subject to the approval of the Board of Directors.
Article VIII
FISCAL YEAR
The fiscal year of the Institute shall be the calendar year.
Article IX
AMENDMENTS to BY-LAWS
Any member of the Board may propose an amendment to the By-Laws. The proposed amendment shall be adopted if it is approved by three-quarters of the entire Board of Directors at any regular or special meeting of the Board, provided that notice of the proposed amendment has been included in the notice of the meeting furnished to the Board members not less than ten days or more than thirty days prior to the meeting.
Article X
DISPUTE RESOLUTION
All questions of parliamentary procedure not covered in these By-Laws shall be resolved according to Robert's Rules of Order (latest edition).
Each Member agrees that if a dispute shall arise between the Member and the Institute, the Member shall in the first instance be obligated to pursue and exhaust all administrative appeals available to it within the Institute as may be established by the Board of Directors of the Institute.
Revised September 17, 2012
