BYLAWS OF THE
AMERICAN SESAME GROWERS ASSOCIATION
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a specific section:
Article I - Name and Location
Article II - Purposes of the Assocation
Article III - Membership
Article IV- Meeting of Members
Article V - Voting at Meetings of the
Article VI - Dues
Article VII - Board of Directors
Article VIII - Meetings of the Board
Article IX - Doing Business in Other
Article X - Officers
Article XI - Committees
Article XII - Removal of Officers and
Article XIII - Filling Vacancies
Article XIV - Publications
Article XV - Fiscal Year
Article XVI - Liability
Article XVII - Rules of Order
Article XVIII - Amendments
ARTICLE I -- NAME AND LOCATION
Section 1. Name. The name of this corporation shall be American Sesame
Section 2. Principal Office.
The principal office of the American Sesame Growers Association shall
be as determined by the Board of Directors from time to time.
ARTICLE II -- PURPOSES OF THE ASSOCIATION
The American Sesame Growers Association is organized to promote and
encourage the establishment and maintenance of conditions favorable
to the production of non-dehiscent varieties of sesame in the United
States and to the marketing, processing and use of U.S. grown sesame
in both domestic and export markets. (Non-dehiscent means adapted for
mechanical harvesting with minimal loss.) The American Sesame Growers
Association's activities shall include, but not be limited to, the following:
1. Promoting and protecting
the interests of the American sesame grower; and
2. Working to develop and implement agricultural policies and programs
that provide competitive conditions for the production of sesame in
the U.S.; and
3. Ensuring the production of high quality sesame through the promotion
of uniform seed and product standards and regulations; and
4. Promoting efficient production of the crop through farmer education
programs, facilitation of agricultural chemical registration for sesame,
and promotion of agronomic research addressing the production of sesame
in the U.S.; and
5. Developing markets for U.S. produced sesame products through market
development activities aimed principally at export markets; and
6. Expanding US consumption
of sesame by supporting appropriate product development
7. When appropriate, The American Sesame Growers Association will work
with other groups in achieving common objectives.
III -- MEMBERSHIP
Members of the Association shall consist of producer members, associate
producer members, industry members, associate members, contributory
members and honorary members as set forth below in this Article.
Section 1. Producer Members. This group shall include domestic growers
who are involved in farming and who are currently growing sesame and/or
who have grown sesame in the past. Producer members are entitled to
vote, sit on Association committees, and in accordance with Article
VII, Section 1(a), be represented on the Association Board of Directors.
Section 2. Associate Producer
Members. This group shall include domestic growers who are actively
involved in farming and who are not currently growing sesame nor have
grown sesame in the past but who are considering growing sesame in the
future. Associate Producer members are not entitled to vote, sit on
Association committees or be represented on the Association Board of
Directors. As soon as an Associate Producer Member begins growing sesame
the membership changes to that of a Producer Member.
Section 3. Industry Members. This group shall include any domestic business,
organization or agency, or individuals of U.S. residence, which have
an interest in sesame and the betterment of the sesame industry. Industry
members are entitled to vote, sit on Association committees, and in
accordance with Article VII, Section 1(b), be represented on the Association
Board of Directors.
Section 4. Associate Members.
This group shall include any domestic or foreign business, organization
or agency, or individual, which has an interest in sesame and who would
like to maintain communication with the Association. Associate members
are not entitled to vote, sit on Association committees, or be represented
on the Association Board of Directors.
Section 5. Contributory Members. Domestic or foreign businesses, organization,
agencies or individuals may contribute financially to the Association.
Contributions may be designated for promotion, government relations
or market development. Contributory members are not entitled to vote,
sit on Association committees, or be represented on the Association
Board of Directors.
Section 6. Honorary Members. Persons who have rendered or may render
distinctive service to the Association or the development of the sesame
industry may, on recommendation of the Board of Directors, be elected
Honorary Members for life and shall not be required to pay dues, but
shall be entitled to all membership privileges in the Association except
Section 7. Cancellation or Refusal of Membership.
a. The Board of Directors
may, at any time, by majority vote, cancel the membership of any member
or refuse membership to any applicant, when the welfare of the Association,
in its judgment, justifies such action. In the event of cancellation
of membership, the member shall be entitled to a pro-rated refund of
that member's annual dues.
b. No member's membership shall be canceled (and no applicant's application
shall be rejected) unless:
1. At least 30 days prior
to a vote thereon by the Board of Directors such member (or applicant)
shall be served with a written statement signed by the President setting
forth in reasonable detail the basis on which it is proposed that such
member's membership be canceled (or such applicant' application be rejected);
2. Such member (or applicant)
shall have been permitted to file with the Association a written statement
or brief setting forth reasons why such member (or applicant) believes
its membership should not be canceled (or its application should not
be rejected), and;
3. The Board of Directors
shall consider such reasons and shall determine whether such cancellation
or rejection of membership is warranted.
IV -- MEETING OF MEMBERS
Section 1. Annual Meeting. The annual meeting of the members shall be
within the first three months of each calendar year, with notice provided
as specified in Section 4 of this Article.
Section 2. Regional Meetings.
When all voting is done by mail, as provided for in Article V, Section
2 below, the Board of Directors may choose to call several regional
annual meetings in order to permit greater participation by the membership.
Section 3. Special Meetings.
Special meetings of the members shall be called by the President at
any time or place, at the request of a majority of the Board of Directors.
Section 4. Notice of Meetings.
The Secretary shall mail to each member a notice of the time, place,
and agenda for each annual and special meeting of the members at least
15 days before the date of the meeting.
V -- VOTING AT MEETINGS OF THE MEMBERS
Section 1. Voting Limited to Producer and Industry Members. The right
to vote shall be given to any Producer Member and to any Industry Member,
both of which are defined in Article III, Sections 1 and 2.
Section 2. Voting by Mail. Voting as provided n Section 4 of this Article
IV will be accomplished by the Secretary mailing a ballot to each Producer
Member and to each Industry Member at least 20 days before the date
of the meeting. Only ballots received by the Secretary by the time of
the meeting will be counted.
Section 3. Election of Board
of Directors. The Board of Directors shall be composed of Producer and
Section 4. Voting Limitations. The voting of eligible Association members
shall be limited to the following areas:
a. Election of the Board
b. Amendments to the articles of incorporation
c. Resolutions recommending general policy to the Board of Directors
of the Association
d. Election of Honorary Members
Section 5. Members' Privilege. At any meeting of the members, any member
of this Association, whether a Producer Member, an Industry Member,
an Associate Member, a Contributory Member, or an Honorary Member, may
be granted the floor at the pleasure of the presiding officer to speak
on any matter; however, only qualified Producer and Industry Members
may make any motion or vote on any matter at such meeting.
VI -- DUES
Section 1. Producer Members. The annual dues of each individual Producer
Member shall be: Regular $10.00, Life $100.00.
Section 2. Associate Producer
Members. The annual dues of each individual Associate Producer Member
shall be $10.00.
Section 3. Industry Members.
The annual dues of each Industry Member shall be a minimum of $2,500.00
Section 4. Associate Members. The annual dues of each Associate Member
shall be $500.00 for businesses, organizations, or agencies, and $50.00
Section 5. Contributory Members. There shall be no fixed annual dues
for Contributory Members. Each member shall contribute the amount it
Section 6. Honorary Members. Honorary Members are not required to pay
Section 7. Use of dues. The Association, being a non-profit corporation,
shall use its available funds to further the objectives set out in Article
II. The annual dues and monies derived from other sources, if any, not
used by the Association for current operations, shall be available for
such purposes as the Board of Directors shall determine.
VII -- BOARD OF DIRECTORS
Section 1. Board of Directors Membership.
a. Producer members shall
have four representatives on the Board of Directors elected by Producer
b. Industry members shall
have one representative on the Board of Directors elected by Industry
Section 2. Board of Directors Size. The Board of Directors shall consist
of five members.
Section 3. Terms of Directors. Beginning at the 2006 Annual Meeting
of the Members, all directors elected shall have two-year terms. However,
beginning at the 2008 Annual Meeting of the Members, two of the existing
directors shall be elected to serve a third year, two new directors
shall be elected to serve two years and one new director shall be elected
to serve for three years. Beginning at the 2009 Annual Meeting of the
Members, all directors elected shall have three-year terms. A director
may be reelected only once to serve a second term. All directors' terms
shall commence with the first annual meeting of the Board following
Section 4. Disputes as to Numbers, Terms or Qualifications. If any dispute
arises as to the number, terms or qualifications of any director elected,
such questions shall be resolved by the Membership Committee appointed
by the President of this Association.
Section 5. Duties. The management and control of the affairs of the
Association are vested in the Board of Directors.
Section 6. Payment of Expenses. The Board of Directors may authorize,
prior to incurring any expenses, payment of actual, documented expenses
incurred by any Producer Member of the Board while engaged in performing
assigned functions and in carrying out the purposes of the Association.
Such disbursements shall be paid out of dues collected by the Association.
VIII -- MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Annual Meeting. The time of the annual meeting of the Board
of Directors shall be held at the same location and immediately following
the annual meeting of the members.
Section 2. Bi-monthly Meetings.
Bi-monthly meetings of the Board of Directors shall be held in the evening
of the second Wednesday of each even numbered month. Such bi-monthly
meetings may be either in person or by telephone conference call provided
that all Board Members shall be able to hear and participate in all
of the conversations.
Section 3. Special Meetings.
Special meetings of the Board of Directors may be called by the President
at any time or place, on his own motion or at the request of the Executive
Committee or at the request of three members of the Board of Directors.
Special meetings may be either in person or by telephone conference
call provided that all Board Members shall be able to hear and participate
in all of the conversations.
Section 4. Notice of Meetings. The Secretary/Treasurer shall give each
director written or oral notice of the time and place of each meeting
of the Board of Directors, at least five days before the date of the
Section 5. Waiver of Notice. Attendance of any director at any meeting
shall constitute a waiver of such notice, and a written waiver of notice
from any director, either before or after such meeting, shall eliminate
the necessity for such notice.
Section 6. Open Meeting Policy. Any current member of the Association
may attend a meeting of the Board of Directors.
Section 7. Voting. A simple majority of votes cast at a meeting of the
Board of Directors, duly called and at which a quorum is present, shall
be sufficient to authorize any action of the Board, including the election
of officers, except as provided in Articles XII and XVIII.
Section 8. Quorum. A simple majority of the Board Directors shall constitute
a quorum. However, less than a quorum may adjourn the meeting to any
Section 9. Action Without Meeting. Unless otherwise provided by law,
any action required to be taken at a meeting of the Board of Directors
may be taken without a meeting if an approval in writing setting forth
the action so taken, is signed the required majority of the directors.
IX -- DOING BUSINESS IN OTHER STATES
Section 1. Doing Business In Other States. The Board of Directors shall
be authorized to do business and to carry out the purposes of the Association
in any State or territory of the United States of America and in any
Section 2. Qualifying To Do Business In Other States and Countries.
The Board of Directors or the President may authorize the execution
and filing of such applications and documents as may be necessary to
qualify the Association to do business in any state or territory of
the United States or in any other country, and may designate such agent
or agents as required for conducting business in such state, territory
X -- OFFICERS
At each annual meeting of the Board of Directors, the Board shall elect
officers form the members of the Board of Directors as indicated in
the following sections of this Article to serve one-year terms. Any
officer may serve no more than two one-year terms, but a partial term
shall not be counted in applying this limitation.
Section 1. President. The President is the principal elected officer
of the Association and shall be a Producer Member. The President shall
preside at all meetings of the Executive Committee, the Board of Directors,
and the Association Membership, and shall carry out all other duties,
which are commonly associated with this office.
Section 2. Vice President.
The Vice President shall be a Producer Member and shall fulfill the
functions of the President in the event of the President' death, resignation,
absence or inability to serve as such. This individual may succeed to
the office of President upon the conclusion of the President's term
Section 3. Secretary/Treasurer. The Secretary/Treasurer shall be an
Industry member and,
a. As secretary, shall supervise
the keeping of the books and records of the Association, the Board of
Directors and the Executive Committee, and the making of annual reports
and such other reports as the Board of Directors may call for or as
may be required by law, and
b. As treasurer shall supervise the keeping of the records of the Association,
the receipt and deposit and disbursement of the monies of the Association
under the direction of the Board of Director, and such other duties
normally associated with the office.
Section 4. Administration of Policies. The policies and programs of
the Board of Directors and officers of the Association, including the
duties and responsibilities of the Secretary/Treasurer, may be carried
out, effected, managed and administered by such person as may be selected
and employed from time to time by the Board of Directors. Such employment
may be either as an employee or as an independent consultant. Such person
may be designated as Executive Director or by any other title deemed
appropriate by the Board of Directors. The Board of Directors shall
fix the powers, duties and compensation of such person. Subject to review
by the Board of Directors, the President shall supervise or direct the
Executive Director in the performance of his or her duties. Other positions
for employed persons may be created and filled by the Board of Directors
from time to time with appropriate powers, duties, title and compensation,
to carry out the program of the Association.
Section 9. Bonding of Officers. The Board of Directors shall determine
which officers and other individuals shall be bonded.
XI -- COMMITTEES
Section 1. Executive Committee. There shall be an Executive Committee
composed of the President, the Vice President, and the Secretary/Treasurer.
The Executive Committee may do or perform any act, as authorized from
time to time by the Board of Directors. Unless otherwise provided by
law, any action required to be taken at a meeting of the Executive Committee,
or any other action which may be taken at such a meeting, may be taken
without a meeting if a consent in writing, setting forth the action
so taken, is signed by all members of the Executive Committee.
Section 2. Standing Committees. In addition to other committees provided
for in this Article, there shall be Standing Committees made up of Producer
Members and Industry Members with functions as described below. Between
the 2006 and 2007 annual meetings the Executive Committee shall also
function as the Government Relations Committee.
a. Government Relations Committee, which shall study and recommend to
the Board of Directors positions on issues regarding Federal and/or
State Government activities that have or may have an impact on the development
and growth of the industry.
b. Membership Committee, which shall study and recommend to the Board
of Directors ways and means of expanding the membership of American
Sesame Growers Association and of providing American Sesame Growers
Association members with appropriate information and services.
The Executive Committee shall
appoint members of the Standing Committees. Each such committee shall
consist of no less than one director, and may establish subcommittees
from its members, as it deems desirable to assist in fulfilling its
functions and responsibilities. In addition to members of the Board
of Directors, these committees may be comprised of Producer and Industry
members of the Association.
Section 3. Other Committees. The President shall appoint the members
of such other and additional committees as the President or Board of
Directors may deem necessary from time to time to carry out the work
of the Association. Such committees shall serve at the pleasure of the
XII -- REMOVAL OF OFFICERS AND DIRECTORS
Section 1. Removal of Officers
and Directors. Any officer or director of the Association who fails
regularly to attend meetings or fails to carry out the responsibilities
of the position may be removed at any regular or special meeting thereof
by a majority vote equal to 60% or more of the total directors constituting
the Board of Directors.
XIII -- FILLING VACANCIES
Section 1. Filling Vacant Offices. In the event of a vacancy in any
office, whether from death, resignation, or removal, the Board of Directors
may fill such vacancy by an election held for that purpose at any regular
or special meeting of the Board of Directors. The person so elected
shall complete the unexpired term of such officer.
Section 2. Filling Vacant Directorship. In the event of any vacancy
on the Board of Directors, whether from death, resignation, or removal,
the Board of Directors may fill such vacancy to complete the unexpired
XIV -- PUBLICATIONS
Section 1. Official Publications. The Board of Directors may issue such
official publications as may be deemed desirable.
XV -- FISCAL YEAR
Section 1. Fiscal Year. The fiscal year of this Association shall commence
on January 1, and shall end on December 31.
XVI -- LIABILITY
Section 1. Liability of Association. This Association shall not be liable
for the acts of individual members, or for the acts of officers or directors
who have acted beyond their authority.
Section 2. Liability of Officers and Directors. Officers and directors
of this Association shall not be liable for acts of the Association
unless they acted beyond their authority.
Section 3. Liability of Members. The members of this Association shall
not be liable for the acts of this Association or of its officers or
Section 4. Indemnification of Officers and Directors. This Association
shall reimburse any of its officers or directors for expenses incurred
in defending suits against them for acts of commission or omission in
the performance of their duties as such officers or directors, except
in relation to matters as to which such officers or directors shall
be adjudged in such suits to be liable for negligence or misconduct
in the performance of their duties as such officers or directors.
Section 5. Liability and Indemnification of Executive Director. The
Executive Director shall be included as if he or she were an officer
for purposed of the provisions of this Article XVI.
XVII -- RULES OF ORDER
Section 1. Rules Adopted. ROBERT'S RULES OF ORDER shall be the authority
on all points not covered by the Articles of Incorporation and Bylaws
of this Association.
XVIII -- AMENDMENTS
Section 1. Procedure to Amend. These bylaws may be amended at any time
by a majority vote equal to 67% or more of the total number of directors
constituting the Board of Directors.