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The
name of this organization shall be the International
Association of Operative Millers.
The
International Association of Operative Millers is incorporated under
the laws of the state of Missouri.
Section 1. The purpose of this Association as a
corporation is organized exclusively for educational and
scientific purposes within the meaning of section 501(c)
(6) of the Internal Revenue Code of 1954 (or the
corresponding provisions of any future United States
Internal Revenue Law).
Section 2. Further, to promote a spirit of
fellowship and cooperation, and knowledge and technology
of the grain and seed milling and processing industries,
operative millers and those industries and individuals
allied or closely associated with the industries.
Section 1. In the event the membership votes for a
dissolution of the Association by following the Bylaws
as stated on amendments to the Bylaws, the surplus funds
after settling all just claims against the Association
shall be donated to the Grain Science Department of
Kansas State University to further the education of
undergraduates into the sciences of grain milling, or
donated to another such accredited four year college
fulfilling the same purposes. This choice of college
would be by recommendation of the Board of Directors and
a vote of the full membership.
Section 2. In the event the membership votes for a
dissolution of the Association by a merger with another
Association by following the Bylaws as stated on
amendments to the Bylaws, and in the event the other
association does not qualify, or the merger of the two
does not qualify as a distributee pursuant to Section
501(c) (6) of the Internal Revenue code, the surplus
funds are to be resolved as in Section 1 of this
article.
Such Bylaws, rules and regulations as are not
inconsistent with the Articles of Incorporation may be
adopted for the management and control of the
Association.
SECTION 1. Composition: Membership in the Association shall be composed of
Active, Junior Active, Associate, Distinguished and
Emeritus Members.
SECTION 2. Application: Applications for Active, Junior Active or Associate
Membership shall be made in writing accompanied by the
appropriate fee to the Executive Vice President, or
shall be made via the association website, with fees
charged to a valid credit card. Application for Emeritus
Membership shall be made in writing to the Executive
Vice President.
SECTION 3. Qualifications:
a. Active Member. An
Active Member shall be a milling, cereal grain or seed
processing professional or milling engineer; a manager
or supervisor of quality control, food protection or
safety; mill manager or other manager within the
milling, cereal grain and seed processing industry of
proven ability and good character, actively and actually
engaged in milling, cereal grain and seed processing at
the time of making application for membership. If an
Active Member leaves the position described herewith to
engage in activities described in Article I, Section
3c-Associate Member, the member will be immediately
transferred to Associate Member status. Upon return to
the originally described activities, Active Member
status will be restored.
b.
Junior Active Member. A
Junior Active Member shall be a person of good character
and record who is a student in an undergraduate
educational institution involved in milling, cereal
grain or seed processing; or one who went directly into
employment of a grain milling firm and is in his or her
first year of employment and who by nature of his or her
association, is in a position to contribute to the
operative milling, cereal grain or seed processing
industry and to acquire the experience and skill
necessary to become an Active Member.
c. Associate Member.
An Associate Member shall be an individual or
corporation engaged in providing products or
services to the milling, cereal grain or seed
processing industry or individual or corporation of
an affiliated industry.
d. Distinguished Member. A
Distinguished Member shall be an Active Member elected
at the annual meeting of the Association of Operative
Millers by the affirmative vote of two-thirds of the
members present and voting. Only names recommended by
the Board of Directors shall be considered for election
to Distinguished Member recognition. Candidates for
election as distinguished members shall be nominated by
the Nominating Committee and presented to the Board of
Directors, which shall vote whether to recommend the
candidate to the entire membership.
e. Emeritus Member. An
Emeritus Member shall be an Active Member or an
Associate Member who has retired from business after
having been a member for a combined total of ten or more
years in either classification.
SECTION 4. Rights and Privileges of Membership:
a.
Active Member. An
Active Member has all rights and privileges of
membership, including the right to vote and hold office.
b.
Junior Active Member. A
Junior Active Member has all rights and privilege of
Active membership, except that a Junior Active Member
shall not have the right to vote or hold elective
office.
c.
Associate Member. An
Associate Member has all rights and privileges of the
Active membership, except that an Associate Member shall
not have the right to vote and may only hold the
position of Secretary-Treasurer of a district.
d. Distinguished Member. A
Distinguished Member has all rights and privileges of
Active membership.
e.
Emeritus Member. An
Emeritus Member has all rights and privileges of an
Active Membership, except that an Emeritus Member shall
not have the right to vote and may only hold the
elective office of Secretary-Treasurer of a district.
SECTION 5. Membership Identification: Membership cards shall be issued to Active, Junior
Active, Associate, Distinguished and Emeritus Members.
SECTION 6. Dues and Fees: Dues and fees, if any, for all classes of membership
shall be established by the Board of Directors. The
membership dues shall be payable in advance on the first
day of January of each year. Distinguished members shall
be exempt from all dues and fees.
SECTION 7. Delinquency, Suspension and Termination: Any
member of the Association who becomes
delinquent in dues
for a period of thirty (30) days from the time dues
become due, shall be notified of such delinquency and
suspended from activities of Membership. Membership may
be terminated by action of the Board of Directors of the
Association where the member no longer qualifies under
these Bylaws or amendments thereto, or where the member
fails to pay dues. Any member may be suspended or
terminated for cause. Sufficient cause for such
suspension or termination of membership shall be due to
violation of the Bylaws or of any lawful rule or
practice duly adopted by the Association, or any other
conduct prejudicial to the interests of the Association.
Suspension or expulsion shall be by two-thirds vote of
the entire membership of the Board of Directors;
provided that a statement of the charges shall have been
sent by certified or registered mail to the last
recorded address of the member at least twenty (20) days
before final action is taken thereon. This statement
shall be accompanied by a notice of the time and place
of the meeting of the Board of Directors or a duly
appointed committee thereof at which the charges shall
be considered and the member shall have the opportunity
to appear in person and/or to be represented by counsel
to present any defense to such charges before action is
taken thereon.
SECTION 8. District Organization: The
Board of Directors, at its discretion, may establish
districts and other organizational units to serve
special interests of the milling, cereal grain and seed
processing industry. The Board of Directors shall
exercise authority over policies, services, programs and
budgets of all districts, including qualification for
membership, unless these are otherwise stated in the
Bylaws.
a. Authority and Responsibility: The
districts shall function within the bounds of District
Bylaws as adopted by the Board of Directors of the
Association. Each district shall be represented on the
Board of Directors of the Association by a Director, who
shall be elected within the district.
b. District Membership: Members of the Association shall be assigned to a
district affiliation based on the geographical location
of his or her residence or place of business. A member,
who for reasons of convenience of travel, similarity in
trade conditions peculiar to the trade territory of said
member, may join a district other than the member’s
geographical district.
c. District Officers: Each District will elect the following officers:
Chairperson; Vice Chairperson; 1st Executive
Committeeperson; 2nd Executive Committeeperson; 3rd
Executive Committeeperson; Secretary; Treasurer (or
Secretary-Treasurer); and a Representative of the
District to the Board of Directors (Director) of the
Association.
d. District Executive Committee: The
officers listed in Article I, Section 8c. District
Officers will constitute the District Executive
Committee.
e. Qualification for District Office: Each of the elected officers must be an Active member of
the Association with the exception of the Secretary and
Treasurer (Secretary-Treasurer) who must be a member
from any classification described in Article I, Section
3.
f. Rights and Privileges of District Membership: Only Active members are entitled to vote at the district
Executive Committee meetings. The Chairperson shall vote
only in case of a tie. Only Active members are entitled
to vote at the district business meetings.
g. District Dues and Fees: District dues will not be assessed within the district
membership, with the exception that a portion of each
member’s dues, as paid in accordance with Article I,
Section 6., and in an amount to be determined by the
Board of Directors, will be returned to said member’s
district annually. Disbursement to each district by the
Executive Vice President will be based on the membership
registered in the headquarters office as of the
conclusion of the Annual Technical Conference.
SECTION 1. Composition: The
officers of the Association shall be comprised of the
Immediate Past President of the Association; President,
who will assume the office of President after serving as
Vice President; Vice President and Treasurer. The
Association also shall have an Executive Vice President
and Secretary who shall be appointed by and serve at the
pleasure of the Board of Directors. The Executive Vice
President shall serve as Secretary of the Association.
SECTION 2. Qualification for Office: Each of the elected officers must be an Active Member of
the Association. To be eligible for nomination to the
offices of Vice President and Treasurer, the Active
Member must be a present or past member of the Board of
Directors, or must have served at least three (3) years
on one of the Association’s standing committees.
SECTION 3. Nomination and Election of Officers: In
accordance with the procedure specified in Article VI,
Section 1., the Nominating Committee shall prepare and
submit to the members at the Annual Business meeting a
nomination for Vice President and Treasurer of the
Association. Any person so nominated shall have given
his or her prior consent and must have received prior
consent from the individual’s company and/or employer to
nomination, election and service as an officer.
SECTION 4. Term of Office: Each elected officer shall take office immediately upon
installation and shall serve for a term of one (1) year
or until a successor is duly elected and qualified. Each
elected officer shall serve concurrently as a member of
the Board of Directors.
SECTION 5. Re-election: No
elected officer who has served one full term shall be
eligible for re-election to the same office, until at
least one year has elapsed.
SECTION 6. Vacancies-Removal: Vacancies in any elective office may be filled for the
balance of the term thereof by the Board of Directors
upon recommendation of the Nominating Committee. The
Board of Directors, by two-thirds vote of all its
members, may remove any officer from office for cause.
SECTION 1. President: The
President shall be the chief elected officer of the
Association and shall preside at all meetings of the
membership and meetings of the Board of Directors. The
President shall serve as an ex-officio member of all
committees except the Nominating Committee and shall
annually make all required appointments per Article V,
Section I, of standing, ad hoc and special committees.
At the Annual Business Meeting of the Association and at
such other times as deemed proper, the President shall
communicate to the members such matters and make such
suggestions as may tend to promote the welfare and
increase the usefulness of the Association. The
President shall perform such other duties as are
necessarily incident of the office of President or as
may be prescribed by the Board of Directors.
SECTION 2. Vice President: The
Vice President shall succeed to the office of President.
The Vice President shall perform such duties as are
delegated by the President or prescribed by the Board of
Directors, and shall perform the duties of the President
in the event that individual is unable to serve.
SECTION 3. Treasurer: The Treasurer shall be the
principle financial officer of the Association; shall
have responsibility for the care of the funds of the
Association and the establishment of proper accounting
procedures for the handling of the Association funds;
and shall report on the financial condition of the
Association at all meetings of the Board of Directors,
the membership, and at other times as called upon by the
President. The Treasurer shall nominally be in charge
of the funds of the Association, collecting revenues,
making disbursements, and the recording of the same, but
ordinarily make the assignment of the direct duties to
the Executive Vice President.
SECTION 4. Immediate Past President: The
Immediate Past President shall provide advice to the
Board of Directors and shall perform all other such
duties as are prescribed by the Board of Directors.
SECTION 5. Executive Vice President: The
Board of Directors shall employ a salaried chief
administrative officer who shall have the title of
Executive Vice President and whose term and condition of
initial employment shall be specified by the Board of
Directors. The Board of Directors is delegated the
authority to determine the ongoing compensation and
other financial arrangements of the Executive Vice
President. The Executive Vice President will also serve
as Secretary of the Association. The Executive Vice
President, as administrative officer, shall manage and
direct all activities of the Association subject to the
policies of the Board of Directors and through the
office of the President. The salary and expenses for
carrying on the work of the Association shall be fixed
by the Board of Directors. The Board of Directors may
require a trust or surety bond be furnished by the
Executive Vice President for the faithful performance of
the duties of office in such sum as may be designated by
the Board of Directors. The expense of the bond will be
paid by the Association. The Executive Vice President
shall employ and may terminate the employment of members
of the staff necessary to carry on the work of the
Association and recommend their compensation within the
approved budget. The Executive Vice President shall
define the duties of the staff, supervise their
performance, establish their titles, and delegate those
responsibilities of management as shall be in the best
interest of the Association. The Executive Vice
President shall serve without vote as an ex-officio
member of the Board of Directors, the Executive
Committee, and all standing committees with the
exception of the Nominating Committee.
SECTION 1. Authority and Responsibility: The
governing body of this Association shall be the Board of
Directors and shall have general charge of the affairs
of the Association. The Board of Directors shall
designate districts as is considered advisable to
promote the best interest of the Association.
SECTION 2. Composition: The
Board of Directors shall consist of the Immediate Past
President, who shall serve as a consultant and advisor;
the President, who shall preside at all meetings; the
Vice President; the Treasurer; the Executive Vice
President, who will serve as an ex-officio member
without the right to vote; and one representative from
each District of the Association, who shall serve with
the title of Director. All members of the Board of
Directors must be Active members of the Association with
the exception of the Executive Vice President. The
President will vote only in case of breaking a tie vote.
SECTION 3. Manner of Election and Term of Office: The
elected officers, who serve on the Board of Directors,
shall serve in accordance with the procedure specified
in Article II, Sections 3 and 4. Each Director elected
from each district shall take office immediately upon
installation, and the term of office for each Director
shall be for a period of three years. Completing an
unexpired term of a resigned Director will not affect
the elected individual’s opportunity to serve two
consecutive full terms. The year in which each
three-year term shall begin in each district shall be
specified. The Executive Vice President, each year
following the annual meeting, will advise each district
when the district is obligated to elect a Director. The
districts so notified, in a meeting of the membership in
the district, which shall be held prior to the
Association’s Annual Business Meeting, will elect the
Director, or representative of the Board of Directors,
and notify the Executive Vice President of the results
immediately following the election.
SECTION 4. Re-election: No
elected Director (Representative of the Board of
Directors) who has served two consecutive three-year
terms shall be eligible for re-election to the same
office, until at least one year has elapsed.
SECTION 5. Meetings of the Board of Directors: The
Board of Directors shall meet at the same location and
preceding the opening session of the Annual Technical
Conference. The Board of Directors also shall meet at
any time at the discretion of the President.
SECTION 6. Quorum of the Board of Directors: A
majority of the whole Board of Directors shall
constitute a quorum at any meeting of the Board of
Directors. Any less number may adjourn from time to time
until a quorum is present. The vote of the majority of
the members of the Board present at a meeting at which a
quorum is present shall be the act of the Board of
Directors. In all matters coming before the Board of
Directors, each member of the Board of Directors shall
be entitled to cast one vote. Voting rights of a
Director may be delegated to another representative of
the district, but shall not be exercised by proxy.
Voting rights of an officer may not be delegated to
anyone else.
SECTION 7. Vacancies and Removal: Any
vacancy of a Director as elected in a District,
occurring between annual meetings of the District shall
be filled by the Executive Committee of the District. A
Director so elected shall fill the unexpired term of his
or her predecessor. The Board of Directors may remove
any Officer or Director for cause by an affirmative
two-thirds vote of the Board of Directors present at any
regular or special meeting.
SECTION 1. Authority and Responsibility: The
President, subject to the approval of the Board of
Directors, shall annually appoint standing committees
and special or ad hoc committees as required to perform
the duties as prescribed by the President or the Board
of Directors or as may be required by the Bylaws.
SECTION 2. Nominating Committee: The
President shall appoint a Nominating and Awards
Committee consisting of three past presidents, who are
Active members to select a candidate for each of the
following offices: Vice President, and Treasurer. The
Nominating Committee will report the names of the
candidates at the time of election at the following
annual meeting. Names of Active members, who have given
prior permission and who shall have received prior
permission of his or her company and/or employer, shall
be listed as a candidate for an office in the
Association. Candidates receiving the highest number of
votes for each office shall be declared elected.
SECTION 3. Executive Committee:
a. Authority and Responsibility: The
Board of Directors may provide for an Executive
Committee to serve at the pleasure of the Board of
Directors, which may act instead of the Board of
Directors between Board meetings on all matters, except
those specifically reserved to the Board of Directors by
these Bylaws. The Executive Committee shall oversee the
financial affairs of the Association. Actions and
recommendations of the Executive Committee shall be
reported to the Board of Directors by mail or at the
next meeting of the Board of Directors. The President
will serve as Chairperson of the Executive Committee.
b. Composition and Election: The
Executive Committee shall consist of the Immediate Past
President, the President, the Vice President, the
Treasurer, and the Executive Vice President, who shall
serve without vote.
c. Quorum-Call of Meetings: A
majority of the Executive Committee shall constitute a
quorum at any duly called meeting of the Committee. The
President shall call such meetings of the Executive
Committee as the business of the Association may
require, or a meeting shall be called by the Executive
Vice President on request of three (3) members of the
Executive Committee.
d. Vacancies: Any
vacancy occurring on the Executive Committee shall be
filled in the manner provided in Article IV, Section 7 -
Board of Directors – Vacancies and Removal.
SECTION 3.1. Compensation Committee: The board of
directors shall appoint a compensation committee
consisting of the President, Vice President, Treasurer,
Immediate Past President and one at-large member of the
board of directors. This committee shall review all
compensation, personnel and benefit matters relating to
staff and make recommendations to the board of
directors. The at-large board member shall serve until
his/her board term has expired or until the board of
directors appoints a new at-large member.
SECTION 4. Creation and Dissolution of Committees: The
President shall monitor actions of the committees of the
Association and shall recommend to the Board of
Directors on a regular basis the creation, dissolution
or consolidation of these bodies.
SECTION 1. Annual Meeting: The
annual meeting of the membership shall be held at such
time and such place as the Board of Directors may
select. Failure to hold the annual meeting at the
designated time shall not work a forfeiture or
dissolution of the corporation.
SECTION 2. Location: An
annual meeting of the membership shall be held at such
place, within or without the State of Missouri, and on
such dates as may be determined by the Board of
Directors.
SECTION 3. Executive Session: The membership, by
the affirmative vote of the Active members present and
voting, may go into executive session at any time during
the Annual Technical Conference, and none but the
officers and Active members shall be admitted to such
session.
SECTION 4. Special Meetings: Special meetings of the membership may be called by the
Board of Directors at any time, or shall be called by
the President upon receipt of a written request by two
and one half percent (2 1/2%) of the Active members. The
business to be transacted at any special meeting shall
be stated in the notice thereof, and no other business
may be considered at that time. A majority affirmative
vote will be necessary for the adoption of any matter
voted on by the Active members at a meeting at which a
quorum is present.
SECTION 5. Notification: Written or printed notice stating the place, day and
hour of the meeting and, in case of a special meeting,
the purpose or purposes for which the meeting is called,
shall be delivered not less than ten (10), nor more than
sixty (60), days prior to the date of the meeting either
personally or by mail, by or at the direction of the
President, or the Executive Vice President and/or
Secretary, or the officers or persons calling the
meeting, to each Active member entitled to vote at such
meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail
addressed to the member at his address as it appears on
the records of the corporation, with postage thereupon
prepaid.
SECTION 6. Voting Eligibility: Active and Distinguished members, in good standing only,
shall be entitled to vote on any question.
SECTION 7. Voting by Mail Ballot: In
all matters to be brought before the membership for a
vote, the vote may be taken by mail ballot in lieu of a
formal meeting, provided that the ballots, and a
description of the matter(s) to be voted on are
furnished to the members entitled to vote at least
thirty (30) days prior to the return deadline for the
mail ballots. The Executive Vice President and/or
Secretary shall file a tabulation of the results of the
mail ballots with the minutes of the meetings of the
membership.
SECTION 8. Quorum of Members: Those Active and Distinguished members present and
voting shall constitute a quorum for the transaction of
business any meeting of the members.
SECTION 9. Adjournment of the Meeting: A
meeting of members, at which a quorum is present, may be
adjourned by a vote of the majority of the Active and
Distinguished members present, without further notice.
SECTION 10. Cancellation of Meetings: The
Board of Directors may cancel any annual membership
meeting for cause.
SECTION 1. Nominating Committee Report: At
the membership meeting during the Annual Technical
Conference, the Chairman of the Nominating Committee
will report the names of the candidates for the offices
of Vice President and Treasurer.
SECTION 2. Ballots and Voting: The
election of Vice President and Treasurer shall be by a
majority vote of the members present and voting. Active
and Distinguished members in good standing only shall be
entitled to vote. Unless there is more than one
candidate for a given office, the voting can be
conducted by a show of hands or voice; but if two or
more candidates for a given office, the voting will be
conducted by written ballot. Candidates receiving the
highest number of votes for each office shall be
declared elected.
SECTION 3. Assumption of Offices: At
the completion of the President’s one year term the
President will assume the office of Immediate Past
President and the Vice President will assume the
position of President.
SECTION 4. Term of Office: The
elected officers shall serve a term of one year or until
successors have been elected and assume offices. The
Executive Vice President shall serve a term as
determined by the Board of Directors.
These Bylaws may be amended at any annual meeting of the
Association by the affirmative vote of a majority of the
Active members present and voting, provided a copy of
the proposed amendment and notice of the proposed action
has been communicated via mail, fax or by electronic
means to each Active member not less than thirty (30) or
more than sixty (60) days prior to the annual meeting of
the Association held during the Annual Technical
Conference where voting on the amendment will take
place.
The
fiscal year of the Association shall be determined by
the Board of Directors
The
rules contained in Roberts Rules of Order, Revised,
shall govern the Association in all cases which they are
applicable and in which they are not inconsistent with
the Articles of Incorporation and Bylaws of the
Association.
The
Association shall indemnify to the full extent
authorized or permitted by the laws of the State of
Missouri as not in effect as hereafter amended, any
person made or threatened, pending or completed action,
suit or proceeding (whether civil, criminal,
administrative or investigative, including an action by
or in the right of the corporation) by reason of the
fact that he is or was a director, officer, committee
member or agent of the corporation or serves any other
enterprise as such at the request of the corporation.
The foregoing right of indemnification shall not be
deemed exclusive of any other rights to which such
person may be entitled apart from this Article XI. The
foregoing right of indemnification shall continue as to
a person who has ceased to be a director, officer,
committee member or agent and shall insure to the
benefit of the heirs, the executors and administrators
of such a person.
ARTICLE
XII – ANNUAL AUDIT
SECTION 1.0 Annual Audit:
A reputable firm of certified public accountants shall
be engaged to audit annually the association’s books of
accounts and other pertinent financial and membership
records within one month of the fiscal year end, and
submit their report in writing to the President, Vice
President, Treasurer, Immediate Past President and the
Executive Vice President, who shall in turn, disclose
its contents to the International Board of Directors. |
