By Laws of the SDABA

ARTICLE I

Section 1. The name of this organization is the South Dakota Agri-Business Association.

Section 2. South Dakota Agri-Business Association is a non-profit corporation. No part of the net earnings shall benefit any private individual.


ARTICLE II

The objectives 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.


ARTICLE III

The principal place of transacting the business of this corporation shall be at Pierre, South Dakota.


ARTICLE IV

The Post Office address of this corporation shall be Pierre, South Dakota, 57501.


ARTICLE V

The time for which this Corporation is to exist is not limited, but is shall exist perpetually, unless dissolved according to law.


ARTICLE VI

In addition 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 this Corporation.


ARTICLE VII

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 directors:

  1. 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.
  2. 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.
  3. 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.
  4. Shall a Director resign, the board may appoint a successor for the balance of the term.
  5. 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 qualified.
  6. A quorum of the Board of Directors to transact business shall be four (4) elected board members.
  7. 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 directors.
  8. 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.

Dealer Directors 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 Sanborn.
  • 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 and Aurora.
  • 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.

Section 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 Directors.


ARTICLE VIII

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 credentials committee.


ARTICLE IX

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 qualified members.

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.


ARTICLE X

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 reading.


ARTICLE XI

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.


ARTICLE XII

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.


ARTICLE XIII

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.


ARTICLE XIV

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.


ARTICLE XV

EXECUTIVE DIRECTOR: 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.


ARTICLE XVI

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.


ARTICLE XVII

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 depository bank.


ARTICLE XVIII

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 Directors.


ARTICLE XIX

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 these bylaws.


ARTICLE XX

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.


ARTICLE XXI

AMENDMENTS: The 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.


CERTIFICATION

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
Secretary Treasurer

/s/Dennis Krier
WITNESSES
/s/D.A. Rolczynski

Dated this 24th day of January, 1963.

(Corporate Seal Affixed)

As Amended:

January 29, 1964, at Sioux Falls
January 22, 1965, at Sioux Falls
January 19, 1970, at Sioux Falls
January 18, 1971, at Sioux Falls
January 18, 1972, at Sioux Falls
January 15, 1974, at Sioux Falls
January 05, 1977, at Sioux Falls
January 19, 1983, at Sioux Falls
January 18, 1989, at Sioux Falls
January 16, 1991, at Sioux Falls
July 12, 1995, at Pierre
January 17, 2001, at Sioux Falls
January 17, 2007 at Sioux Falls


South Dakota Agri-Business Association

320 E. Capitol Avenue

Pierre, South Dakota 57501

605-224-2445   Fax: 605-224-9913

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