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American Sesame Growers Association

 

Sesame stem drying down with capsules opening but not releasing seeds.  Photo by D.R. Langham.

BYLAWS OF THE
AMERICAN SESAME GROWERS ASSOCIATION

Click on a link to jump to 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 Members
Article VI - Dues
Article VII - Board of Directors
Article VIII - Meetings of the Board of Directors
Article IX - Doing Business in Other States
Article X - Officers
Article XI - Committees
Article XII - Removal of Officers and Directors
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 Growers Association.

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.

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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.

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ARTICLE 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 voting rights.

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.

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ARTICLE 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.

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ARTICLE 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 Industry Members.

Section 4. Voting Limitations. The voting of eligible Association members shall be limited to the following areas:

a. Election of the Board of Directors
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.

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ARTICLE 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 for individuals.

Section 5. Contributory Members. There shall be no fixed annual dues for Contributory Members. Each member shall contribute the amount it deems appropriate.

Section 6. Honorary Members. Honorary Members are not required to pay dues.

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.

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ARTICLE 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 Members.

b. Industry members shall have one representative on the Board of Directors elected by Industry Members.

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 their election.

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.

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ARTICLE 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 meeting.

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 other time.

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.

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ARTICLE 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 other country.

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 or country.

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ARTICLE 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 of office.

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.

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ARTICLE 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 President.

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ARTICLE 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.

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ARTICLE 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 term.

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ARTICLE XIV -- PUBLICATIONS

Section 1. Official Publications. The Board of Directors may issue such official publications as may be deemed desirable.

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ARTICLE XV -- FISCAL YEAR

Section 1. Fiscal Year. The fiscal year of this Association shall commence on January 1, and shall end on December 31.

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ARTICLE 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 directors.

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.

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ARTICLE 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.

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ARTICLE 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.

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