By Laws of the SDABA
Section 1. The name of this organization is the South Dakota
Section 2. South Dakota Agri-Business
Association is a non-profit corporation. No part of the net earnings shall
benefit any private individual.
of this organization shall be:
Section 1. To promote the
dissemination of the information on fertilizer, ag chemicals and crop
production in South Dakota.
Section 2. To promote and encourage
research on fertilizer and ag chemicals and their use.
Section 3. To
promote and assist in educational programs designed to inform manufacturers,
distributors, dealers, consumers and other educational organizations on
proper uses of fertilizer, ag chemicals and equipment.
Section 4. To
promote an educational program designed to improve the availability of
capital and credit with respect to fertilizer and ag chemical purposes.
Section 5. To carry out the purposes as above stated, this Corporation
shall have the powers enumerated in our Articles of Incorporation.
The principal place of transacting the business of
this corporation shall be at Pierre, South Dakota.
The Post Office address of this corporation shall be Pierre, South
The time for which this
Corporation is to exist is not limited, but is shall exist perpetually,
unless dissolved according to law.
to the stipulation in Article III above, it is hereby provided that a
business office may be located in any South Dakota city where meeting of the
Directors and/or members may be held for the transaction of the business of
Section 1: The number of
directors of this Corporation shall be no more than thirteen (13) with one
dealer member to be elected from each of seven (7) districts. The District
Director must reside or have his place of business within the district from
which he is nominated. The following provisions are needed for selecting
- District Directors shall be elected by mail ballot
prior to the Association�s annual convention. One ballot is to include the
names of at least two candidates and space provided for write-ion
candidates. The two names in motion shall be nominated by a nominating
committee composed of (1) the outgoing director, (2) an industry member, and
(3) another director dealer member.
- Nominations for industry
members shall be made by a nominating committee appointed by the board and
submitted to the membership as a whole at the annual meeting. Nominations
may also be made from the floor at the annual meeting for at the annual
meeting for at-large industry members.
- The term for an
Industry Director shall be for two, three-year terms, and that Director may
not hold more than two consecutive three-year terms.
- Shall a
Director resign, the board may appoint a successor for the balance of the
- Dealer Directors may be elected to not more than two
successive three-year terms. Directors shall perform the duties incidental
to their offices as prescribed by law until their successors are elected and
- A quorum of the Board of Directors to transact
business shall be four (4) elected board members.
- Any Director
who has three (3) or more unexcused absences from the Directors� Meeting in
one calendar year may be replaced at the discretion of the remaining
- The Board of Directors will appoint one ex-officio
member from the staff of South Dakota State University. This member shall
work in the are of ag-chemicals or fertilizer.
will be designated as follows:
- District 1: Counties of Bon Homme,
Yankton, Clay, Union, Lincoln, Turner and Hutchinson.
- District 2:
Counties of Minnehaha, McCook, Hanson, Davison, Moody, Lake, Miner, and
- District 3: Counties of Brookings, Kingsbury, Deuel,
Hamlin, Codington, Clark and Grant.
- District 4: Counties of Day,
Roberts, Marshall and Brown.
- District 5: Counties of Douglas, Charles
Mix, Gregory, Tripp, Todd, Mellette, Jones, Lyman, Buffalo, Brule, Jerauld
- District 6: Counties of McPherson, Edmunds, Faulk,
Spink, Beadle, Hand, Hyde, and Hughes.
- District 7: Counties of
Campbell, Walworth, Harding, Potter, Perkins, Sully, Corson, Butte, Ziebach,
Dewey, Meade, Lawrence, Pennington, Haakon, Stanley, Jackson, Custer, Fall
River, Shannon and Bennett.
Section 2. The Directors shall
convene in regular meeting following the annual business meeting of the
membership. The shall elect a President and Vice President.
3. It is provided further that the Board of Directors shall have the
authority to employ and Executive Director in addition to the officers named
in Section 2 above and such other employees and agents as in their judgment
may be required and their duties shall be prescribed by the Board of
ELIGIBILITY OF VOTERS: Only active
Dealer and Industry members in good standing shall b eligible to vote. Each
member shall be entitled to one vote to be cast in person, by ballot or
acclamation as predetermined at any meeting. It is further provided that the
vote of a member may be cast by a representative of such member upon
presentation of proper credentials, duly filed with the approved by the
Section 1. The annual
and special meetings of this Corporation shall be held at the time and place
designated by the Board of Directors.
Section 2. Special meetings may
be called by a majority of the Board of Directors or one-third of the
Section 3. Notice of all meetings shall be sent to
each member at least ten (10) days prior to each meeting. Mailings of
notices of any meeting shall be to the last known post office address of a
member as shown on the records of this Corporation. Failure of any member to
receive such notice shall not invalidate any action taken by the members at
any such meeting.
Section 4. QUORUM: A quorum for the purpose of
conducting the business of the Corporation shall consist of not less than
ten percent (10%) of the eligible voting membership.
DUES: Minimum annual dues for membership in the Corporation shall be
established by the Board of Directors after an initial reading and
notification of members of the proposed changes and the date for its final
CLASSIFICATION OF MEMBERSHIP: The
Board of Directors shall establish classes and qualifications for membership
in the Corporation, including but not limited to industry, dealer, branch
and associate membership classes.
AFFILIATIONS: The Board of Directors may make an affiliation agreement with
any similar Association provided such other Association is not in conflict
with the purposes of the South Dakota Agri-Business Association. Such
affiliation is not regarded as binding upon the members of the South Dakota
Agri-Business Association to become members of the affiliate organization.
VACANCIES: Vacancies occurring on the Board of
Directors other than due to the expiration of a term of office, shall be
filled by appointment, by the Board of Directors. Such appointment shall be
effective until the next regular or special meeting of the membership.
EXECUTIVE COMMITTEE: The Board of Directors may
appoint an Executive Committee of not less than three of their number. This
committee shall perform such duties as may be delegated to it by the Board
of Directors as a whole.
Not withstanding and aside from the provisions and stipulations hereinbefore
enumerated in these bylaws, the Board of Directors may appoint an Executive
Director who shall perform such duties as may be assigned by the Board of
Directors and need not be from the membership of the Board or a member of
the Association. Such Executive Director, if one be appointed, shall be a
member of the Executive Committee when such Committee may be functioning.
COMPENSATION: Officers, Directors and employees
of this Corporation shall receive such compensation for their services to
the Corporation as may be determined by the Directors. Such compensation may
be reviewed by the membership at any regular or special meeting. Adjustment
of compensation may be made by the membership and shall be binding upon the
Board of Directors for the ensuing fiscal year of the Corporation.
DEPOSITORY: It shall be the responsibility of the
Board of Directors to designate a depository bank. All money due this
Corporation shall be paid to the depository bank. All claims properly
chargeable to this Corporation shall be paid by checks drawn upon such
BONDS: Officers and
employees having custody of or handling funds or property of this
Corporation shall be bonded in an amount satisfactory to the Board of
CORPORATE SEAL: The Corporate Seal
shall bear the full corporate name of this Corporation by the words
"Corporate Seal", an impression of which is made on the Certification of
AUDITING: The Board of Directors
shall have the accounts of this Corporation audited annually or at such
times as they deem expedient by a public accountant approved by them. The
certification by the auditor incident to his report shall be part of the
annual financial report.
Bylaws may be amended, repealed or altered in whole or in part by a majority
vote of the members present and voting at a regularly called annual meeting.
Like changes may be made at a duly called special meeting provided that due
notice be given stipulating the proposed changes.
I, G.L. Moseson, Secretary of the South Dakota Fertilizer Association,
hereby certify that the above is a complete and true copy of the bylaws of
this corporation as approved and adopted at the regular annual meeting of
the membership convened and held in the Huron Arena in the City of Huron,
South Dakota, on January 23, 1963.
(Signed) G.L. Moseson
Dated this 24th day of January, 1963.
(Corporate Seal Affixed)
January 29, 1964, at Sioux Falls
January 22, 1965,
at Sioux Falls
January 19, 1970, at Sioux Falls
January 18, 1971, at
January 18, 1972, at Sioux Falls
January 15, 1974, at
January 05, 1977, at Sioux Falls
January 19, 1983, at
January 18, 1989, at Sioux Falls
January 16, 1991, at
July 12, 1995, at Pierre
January 17, 2001, at Sioux Falls
January 17, 2007 at Sioux Falls