VSA By-Laws

By-laws of the Virginia Soybean Association, Incorporated

Ratified February 1968
Last Amended January 9, 2012

Article I

The name of the Association shall be the Virginia Soybean Association.

Article II

This Association is organized and operated exclusively for educational and scientific purposes, including but not limited to the following activities:

1. To bring together, for cooperation and coordination, all persons interested in the production, marketing, distribution and utilization of soybeans.

2. To collect and disseminate, by publications and otherwise, the best available information relating to both the practical and scientific phases of the problem of increased yields and quality and higher net income to producers.

3. To encourage the interest of federal, state and local governments, experiment stations and industry throughout the state to further promote educational and scientific projects which will aid the entire soybean industry in the state.

4. To render all possible service to the general public through wide dissemination of results of scientific research and other pertinent information.

5. To encourage proper cultural practices and soil conservation in the production of soybeans.

6. To do all things needful and necessary, suitable and proper to carry out the above objectives.

Article III

Section 1. General
Any person interested in soybeans and soybean production in the state may become a member of the Association subject to compliance with the by-laws of the Association and payment of membership fees or dues as fixed herein.

Section 2. Active Membership
a. Any individual, partnership or corporation concerned with the purchase and/or processing of soybeans, manufacturer and/or distributor of agricultural chemicals, fertilizers, pesticides, farm machinery dealers.

b. Any individual who supplies any of the above named materials and or services.

c. Any farmer or landowner interested in soybean production.

Section 3. Associate Membership
Professional agricultural workers associated with county, town, city, state or federal government whose interest lies in the fields outlined above and who subscribe to the general purposes and program of the Association.

Section 4. Duties of Members
Each member shall loyally support his Association and shall properly and in good faith comply with these by-laws and any amendments thereof duly adopted and with the terms and conditions of any and all agreements with the Association on his part to be performed; and with any and all rules and regulations adopted by the Association; and his conduct in all matters and things shall not be detrimental to the rights and interests of the Association.

Section 5. Annual Meeting
The annual meeting of the Association shall be held between December 1 and March 31, the exact time and place to be determined by the Board of Directors.

Section 6. Special Meetings
The Board of Directors shall have the right to call a special meeting at any time and 10 percent of the members may file a petition stating the specific business to be brought before the Association and demand a special meeting at any time. Such meetings shall there upon be called by the President and Secretary.

Section 7. Notice of Meetings
Notice of all Annual meetings together with a statement of the purposes thereof shall be mailed or electronically transmitted to each member at least 10 days prior to the meeting.

Section 8. Quorum
50 members or 10% of the members present in person.

Section 9. Dues and Voting Rights
Annual membership dues shall be recommended by the Board of Directors and approved by the membership. The dues shall be $60.00 per year or $165.00 per three years for active members. Active members in good standing as of the date of the annual meeting shall be eligible to vote.

Section 10. Proxy Voting
Proxy voting shall be allowed under such conditions and requirements as the Board of Directors may prescribe from time to time.

Section 11. Order of Business
The order of business at the annual meeting and as far as possible at all other business meetings of the members shall be:

a. Determination that a quorum is present.
b. Proof of due notice of meeting.
c. Reading and disposal of any unapproved minutes.
d. Annual reports of officers and committees.
e. Unfinished business.
f. New business including election of directors.
g. Adjournment.

Article IV

Directors, Officers, and Advisors

Section 1. Producer Areas
The business of the Association shall be managed by a Board of Directors elected from the membership who shall serve without compensation. The membership of the Board shall be elected from the several producer areas defined as: Area1 – Accomack and Northampton counties. Area 2 – Clarke, Fairfax, Fauquier, Frederick, King George, Lancaster, Loudoun, Northumberland, Prince William, Richmond, Stafford, Warren and Westmoreland. Area 3 – Caroline, Essex, Gloucester, King and Queen, King William, Mathews, Middlesex, Spotslyvania. Area 4 – Albemarle, Charles City, Culpeper, Fluvanna, Goochland, Greene, Hanover, Henrico, James City, Louisa, Madison, New Kent, Orange, Page, Rockingham, Rappahannock, Shenandoah and York. Area 5 – Cities of Chesapeake, Suffolk, and Virginia Beach. Area 6 – Brunswick, Chesterfield, Dinwiddie, Greensville, Isle of Wight, Prince George, Shouthampton, Surry and Sussex. Area 7 – Amelia, Appomatox, Alleghany, Amherst, Augusta, Bath, Bedford, Bland, Botetourt, Buchanan, Buckingham, Campbell, Carroll, Charlotte, Craig, Cumberland, Dickenson, Floyd, Franklin, Giles, Grayson, Halifax, Henry, Highland, Lee, Lunenburg, Mecklenburg, Montgomery, Nelson, Nottaway, Patrick, Pittsylvania, Powhatan, Prince Edward, Pulaski, Roanoke, Rockbridge, Russell, Scott, Smyth, Tazewell, Washington, Wise and Wythe. Cities within the boundaries delineated by above county boundaries shall be considered to lie in the same production areas.

Each production area shall elect two directors, except that when total soybean acreage exceeds 100,000 in that area, one additional director shall be elected for each 40,000 acres or portion thereof. The annual Virginia soybean county acreage report of the Virginia Crop Reporting Service will be considered the authority for acreage determination and the make up of the Board will be adjusted at the first membership election following the report.

In addition, three directors shall be elected from soybean related industries as follows: Seedsman, Country Buyer, Exporter, Agricultural Supplier. Further, there shall be elected three Directors at Large except that not more than one Director at Large shall serve from any production area at one time. Members of VPI & SU staff, including the Extension Specialist, Soybeans and members of the State Department of Agriculture and Consumer Services will serve as advisors to the Board of Directors.

Section 2. Election of Directors
Directors shall be elected for terms of three years except that in the event that the number of directors be increased by change of the by-laws the first terms of the additional directors shall be adjusted so that subsequent elections will result, as nearly as possible, in the election of 1/3 of the total number of directors. Directors may be reelected for two additional terms of three years each, after which they cannot be reelected for a period of at least one year.

Section 3-A. Officers
The Board of Directors shall meet immediately following the annual meeting and shall elect a Chairman, President, First Vice-President and Second Vice-President from among themselves and a Secretary and a Treasurer or a Secretary/Treasurer, who need not be members of the Association. Such officers shall hold office for one year; or until their successors are duly elected and qualified unless earlier removed by death, resignation, or for cause. The Board of Directors shall have the power to elect or appoint any assistant officers, and/or Executive Secretary that may be found necessary for the efficient operation of the Association.

Section 3-B. Officer Terms
Should an officer’s term of service as a Board of Director expire while serving as Chairman, President, First Vice-President, or Second Vice-President, the officer may continue to serve through the executive ranks.

Section 4. Meetings
The Board of Directors shall meet at least once yearly at a place and time set by the President. Special meetings of the Board of Directors shall be held upon call of the President or upon written request of a majority of the directors.

Section 5. Notice of Meetings
Notice of both regular and special meetings of the Board shall be mailed or electronically sent by the Secretary to each member of the Board at his last known post office address not less than five (5) days before any such meeting.

Section 6. Quorum
A majority of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors.

Section 7. Vacancies
When a vacancy on the Board of Directors occurs, other than by expiration of term, the remaining members of the Board, by a majority vote, shall fill the vacancy until the next annual meeting, when the members shall elect a director for the balance of the term. Any director or officer may resign upon giving notice in writing to the Board.

Article V

Duties of Directors

Section 1. Management of the Association
The Board of Directors shall have given supervision and control of the Association and its affairs and shall make all rules and regulations not inconsistent with these by-laws for the management of the Association and the guidance of the members, officers, and agents of the Association.

Section 2. Executive Committee and Other Committees
The Executive Committee shall be composed of the officers of the Association and shall have such powers and duties as set forth by the Board of Directors. The minutes of any meeting of the Executive Committee shall be read at the next meeting of the Board of Directors and made a part of the records. Such other committees as deemed advisable by the Board of Directors, and/or President in conducting the affairs of the Association may be appointed by the President and approved by the Board of Directors. Such committees shall be responsible to and shall report to the Board of Directors as the Board shall direct.

Article VI

Duties of Officers

Section1. Duties of Chairman
The Chairman shall preside at the Board of Directors Meeting and serve on the Executive Committee.

Section 2. Duties of the President
The President shall be the Chief Executive Officer of the Association, shall preside at all meetings of the Association, (with the exception of the Board of Directors) the Executive Committee, and carry out other duties that are commonly associated with his office.

Section 3. Duties of the First Vice-President
The First Vice-President shall perform the duties of the President in case of the President’s inability to act.

Section 4. Duties of the Second Vice-President
To serve on the Executive Committee and perform duties as requested.

Section 5. Duties of Secretary
The Secretary shall have control of the books and records of the Association, keep a record of the proceedings of the meetings of the Association and of the Board of Directors, and shall make annual reports and such other reports as the Board of Directors may request.

Section 6. Duties of Treasurer
The Treasurer shall receive dues and other funds and deposit for safekeeping and pay out the monies of the Association under the direction of the Board of Directors. The Treasurer shall give bond, at the expense of the Association in such an amount, form and with such surety as may be required by the Board of Directors.

Section 7. Secretary/Treasurer
The offices of the Secretary and Treasurer may be combined and held by the same person, if deemed advisable by the Board of Directors.

Section 8. Employees
The policies and programs of the Board of Directors and officers of the Association shall be carried out and effectively managed and administered by such person(s) as may be selected and employed from time to time by the Board of Directors. Such employee may be designated as Executive Vice-President or by any other title deemed appropriate by the Board of Directors. The powers, duties, and salary of such employee shall be fixed by the Board of Directors. Other positions may be created and filled by the Board of Directors from time to time with appropriate powers, duties, titles, and salaries to carry out an expanded program of the Association.

Article VII

Committees
Section 1.
The President shall appoint a Board Management Committee of at least three (3) members, whose duties shall include the proposal of names of nominees for Directors at the annual meeting of the members.

Section 2.
The President shall appoint other committees including a Strategic Planning Committee, anExecutive Director and Office Management Committee, and such other committees as the President or Board of Directors may deem necessary from time to time to carry out the work of the Association. The members of such committees shall serve at the pleasure of the President.

Section 3.
The President shall appoint members to a Joint Commodity Events Committee to serve annual and special events of the members.

Article VIII

Removal of Officers or Directors

Section 1.
Any officer or director of the Association who fails to attend three consecutive regular or special meetings will automatically relinquish the directorship.

Any officer or director who otherwise fails to carry out the responsibility of his position may be removed by action of the Board of Directors. Any member of the Association may file written charges thereof against any officer or director of the Association with the President or the Secretary. The person against whom the charges are made and all officer and directors shall receive a copy of the charge(s) at least 30 days prior to the meeting of the Board of Directors at which such charges are to be heard. The notice of such meeting shall also state that said charges will be heard at such meeting. The person charged and his accuser shall be given the opportunity to be present and to be heard on the matter.
Publications

The Soybean Digest shall be the official publication of the Association. The Board of Directors may issue such other publications as may be deemed advisable.

Article IX

Miscellaneous Provisions

Section 1. Fiscal Year
The fiscal year of the Association shall begin on July 1, and shall end on June 30.

Section 2. Rule of Order
Robert’s Rules of Order revised shall be the authority on all points not covered by the by-laws of the Association.

Section 3. Amendments
These by-laws may be amended or revised by a two-thirds affirmation vote of the Board of Directors, or by vote of two-thirds of the members voting thereon at any regular or special meeting of the members or by written assent of two-thirds of the members voting thereon by mail ballot, provided, that written notice of the proposed by-law amendments or revisions shall have been delivered to each member or mailed to his last known address as shown by the books of the Association, at least ten days prior to any such meeting or the date on which the mail ballot must be returned to be counted. Amendments to the by-laws by the Board of Directors shall be presented to the members of the Association at the next annual meeting and ratified by two-thirds favorable vote of the members.

Section 4. By-laws Printed
After adoption, these by-laws shall be mimeographed or printed and a copy thereof shall be made available to each member on request and to each non-member patron of the Association as shown on the books of record of the Association.