The Articles of Incorporation and Bylaws

Articles of Incorporation

Article I

Name and location of headquarters office: The name of this Association shall be Montana Agricultural Business Association, hereinafter referred to as the Association.

Article II

Section 1. The registered address of the Association is Montana Agricultural Business Association, 1806 Capitol, Helena, MT 59601.

Section 2. The registered agent is Pam Langley, 1806 Capital, Helena, MT 59601.

Article III

Duration - The duration of the Association will be perpetual.

Article IV

Objectives of the Association

Section 1. To encourage the proper use of all pesticides, plant food, seeds and other agricultural products within the State of Montana and to promote educational programs including the sponsoring of an annual meeting to bring together those who are associated with the aforementioned practices and uses.

Section 2. To provide a means for an exchange of information and ideas among persons associated with agricultural business in the State of Montana and to encourage and support research and educational programs.

Section 3. To cooperate with local, state, regional and national agencies, both public and private, in the solution of problems and/or in the proposal of legislation relating to all such practices.

Section 4. To sponsor desirable laws and law changes that would be beneficial to the Association and its members and to serve as a clearing house for the legislative requests of various organizations regarding programs affecting the Association.

Article V

Membership

Section 1. A member shall be any individual or company involved in the process of the purchase and resale of agricultural products or services. Active members are those who have paid their current annual dues. Membership voting privileges are restricted to one vote per business location.

Section 2. Additional membership categories may be established in the bylaws.

Section 3. Sustaining membership shall be any firm or individual supporting the objectives of the Association. Dues shall be set by the Board of Directors.

Article VI

Funds

Section 1. Registration Fees: The annual membership dues and the registration fee for the Association's annual conference for active membership shall be determined by the Board of Directors.

Section 2. Use of Funds: The Board of Directors is to have control over all funds acquired by the Association and to utilize the funds as they see fit for the benefit of the Association.

Section 3. Disposition of Assets: In the event of dissolution of the Association, its physical assets, such as office furniture and equipment, shall be sold and, after payment of all debts, monies possessed by the Association shall be given without let or hindrance to agricultural educational institutions in the western states named by the directors holding office at the time of the dissolution.

Section 4. Auditing: According to directions of the Board of Directors, the books shall be audited each year prior to the annual meeting and reported to the body assembly at the annual meeting.

Article VII

Organization of Board of Directors

Section 1. This Association shall be governed by a Board of Directors of no more than 12 and no less than 9 members of the Association.

Section 2. Officers: The officers of this Association shall constitute the Executive Committee consisting of the President, Vice President, Secretary, and Treasurer who shall perform the duties usually pertaining to these offices.

Section 3. The Officers: The newly elected Board of Directors shall elect the new officers at a board meeting after the annual meeting. The Vice President will be elected from among the Board of Directors serving office at that time. Except under unusual conditions, the Vice President will accede to the presidency the year following his term as Vice President. The President and Vice President shall not be eligible to hold the same office for two consecutive terms. The Treasurer shall be eligible for re-election to that office but may serve not more than 3 successive terms. Should a vacancy occur in the office of the President, the Vice President shall become President. A vacancy in any other office shall be filled for the unexpired term by a member appointed by the Board of Directors.

Article VIII

Amendments

Section 1. Any article of the constitution of this Association may be amended by a two-thirds vote of the members present at the annual association meeting.

Bylaws

Article I

Board Members

Section 1. The Board of Directors will consist of no less than nine (9) and no more than twelve (12) members, elected by the active voting membership and the Executive Committee of the Association, less the President. In the event of a tie vote, the President shall cast the deciding vote. Board members are to be elected three (3) from each of the following categories, to serve on the Board for a three-year term:

(1) A minimum of three (3) members representing the plant food industry.
(2) A minimum of three (3) members represented the agricultural pesticide industry.
(3) A minimum of three (3) and a maximum of six (6) members at large, of which at least one (1) shall be a custom applicator.

Section 2. Vacancies. In the event that any board member is unable to attend three consecutive meetings, the Board of Directors may, at their option, declare that board position to be vacant and fill the position by appointment for the remainder of the term.

Article II

Special Committees May be appointed by the President of the Association to carry out specific lines of work for the Association.

Article III

Expenses Necessary operating expenses of the Association shall be paid from the treasury with the approval of the Board of Directors or the President, subject to approval by the Board of Directors.

Article IV

Procedure The Directors of the Association shall prescribe the manner and form in which the officers shall conduct the affairs of the Association.

Article V

Meetings An annual meeting shall be held each year at such time and place as determined by the Board of Directors. Special meetings may be called by the Board of Directors. Directors must be notified of a Board meeting at least 10 days prior to such a board meeting.

Article VI

Quorum Those members present at all meetings constitute a quorum except for board of directors meetings at which two thirds of the voting members of the board of directors constitutes a quorum.

Article VII

Amendments Any article of the Bylaws of this Association may be amended by a majority vote of the members of the Board of Directors at any regular meeting.

Article VIII

Ex-officio member(s) The Board of Directors may elect one or more ex-officio member(s) who shall serve until the next annual meeting. The immediate Past President of the Association shall be an ex-officio member of the Board of Directors if he has fulfilled his 3-year term. Ex-officio members shall be non-voting members.

Article IX

Dissolution In the event of the dissolution of the Association, all remaining money after debts have been paid will revert to Montana State University Department of Agriculture. The Association directs that MSU establish a scholarship fund, administered by a scholarship committee, to disburse money to a junior or senior student. Disbursement will be based on financial need.

Article X

Membership Categories

Regular Members Individuals and companies involved in the process of purchase and resale of agricultural products or services. Regular members have voting privileges, except that in the case of business locations employing more than one MABA regular member, in which case only one member from that location shall be allowed to vote. Designation of the voting member in multiple-member locations shall be by the management of that business.

Exhibitor Members Individuals, businesses or organizations who wish to exhibit at the MABA annual convention. Exhibitor membership includes voting privileges for one individual, as designated by management of that business.

Sustaining Members Individuals, businesses or organizations who have a personal or commercial interest in the continuation of MABA and , therefore, wish to support it financially. Sustaining members have voting privileges.

Government Members Employees of city, county, state and federal governmental agencies involved with the use of fertilizers, chemicals and/or related agricultural products in Montana. Government members have a non-voting status.

Article XI

Indemnification of Directors and Officers Any officers, director or employee of this Association now and hereafter serving as such, shall be indemnified by the Montana Agricultural Business Association against claims, liabilities, expenses and costs necessarily incurred by him in connection with the defense, compromise or settlement of any action, suit or proceeding, civil or criminal, in which he is a party by reasons of being or having been such director, officer, or employee, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty to the Association.

NOTE: Article of Incorporation revised February 1984, January 1993