BYLAWS OF MONTANA MOHAIR PRODUCERS, INC.
ARTICLE I GENERAL
SEC 1Montana Mohair Producers, Inc., was incorporated 1 October 1990, as a non-profit corporation in accordance with Title 35, Chapter 2, Montana Code Annotated, October 1989. SEC 2 The purpose of incorporation is to encourage and promote the production of Angora Goats and Mohair; and to provide members with mutual help, assistance in marketing, and other services determined needed by the members or the Board of Directors, which are permissible under law. SEC 3Montana Mohair Producers, Inc., is a perpetual corporation. SEC 4The fiscal year of Montana Mohair Producers, Inc., shall be based on the calendar year. SEC 5The mailing address of Montana Mohair Producers, Inc., shall be Valerie Hogan, Registered Agent, 7049 Airport Road, Eureka, MT 59917.
ARTICLE II MEMBERSHIP
SEC 1 There shall be one class of membership which shall be Members. Members shall be defined as persons who have paid their current annual membership dues. There shall be no restriction placed on members as to their place of residence, nor their age, nor their type of business. Nor shall they be required to be engaged in the production of mohair, past, present, nor future. SEC 2Voting rights are vested in members. SEC 3 Each year members will pay dues set by the Board of Directors. SEC 4 The Board of Directors shall set the annual dues. Based on the financial condition of the corporation, dues may be adjusted downward or upward. Any action to adjust the annual dues must be taken by the Board of Directors prior to December 1 for the following year. SEC 5Annual dues are payable as of the 1st of January of each year and are considered delinquent if not paid before the 10th of February. Effective the 11th of February, persons having not paid their annual dues shall be dropped from the membership roll. New members shall not be entitled to voting privileges for a period of two weeks after becoming a member. SEC 6 Members as such shall not be liable for corporation obligations.
ARTICLE III MEETINGS
SEC 1The Board of Directors shall set the date, time, and place of the annual meeting. SEC 2The notice of the annual meeting shall be in writing stating the date, time, place, and business to be conducted. Such notice shall be mailed to each member at the address recorded on the Membership Record no more than 45 days nor less than 15 days prior to the meeting date. The use of electronic mail (e-mail) shall be permissible whenever applicable, but receipt of that mail must be acknowledged. If acknowledgment is not received by the initiator within three days of sending the message, the notice must be sent through the U. S. Postal Service. SEC 3Special meetings of the membership may be called at any time by a majority of the Board of Directors or by 10% of the members. SEC 4The notice for a special meeting shall be in writing stating the date, time, place, and purpose of the meeting. The notice shall be mailed (e-mail or U. S. Postal Service, as stated in Sec 2) to each member at the address recorded on the Membership Record no more than 30 days nor less than 15 days prior to the date of the meeting. SEC 5If the Board of Directors determines a necessity for placing business before the members of the corporation, such business shall be permitted to be voted upon by mail. There shall be a cover letter explaining the purpose of the vote, a ballot, an envelope for the ballot to be secured in, which must be signed by the member in order to validate the vote, and a return envelope. SEC 6Business discussed at meetings, annual or other, may be voted upon by members present. Those voting will be recorded by the secretary and their votes tallied. Those not present will be allowed the opportunity to vote in the manner as explaind in the previous section of this Article.
ARTICLE IV BOARD OF DIRECTORS
SEC 1Management of the affairs of this corporation shall be vested in a Board of Directors. The initial Board of Directors shall consist of 3 Directors. By special election, the number of Directors shall be increased to 6. SEC 2The number of Directors may be increased or decreased by amendment to the by-laws, SEC 3Directors shall be nominated at the annual meeting by the members of the corporation. A ballot shall then be prepared and submitted to all members for the purpose of electing the required number of directors. Directors shall hold office until theirsuccessor is elected and accepts office. SEC 4The Directors shall serve two-year staggered terms, with three (3) being elected each year. Directors may be elected for successive terms. SEC 5If a vacancy occurs on the Board of Directors, other than expiration of their term, the remaining Directors shall, by majority vote, fill the vacancy. Said Director shall complete the unfilled portion of the term to which he/she was appointed or until a successor is elected and accepts office. SEC 6Meetings of the Board of Directors shall be called by the President of the Board of Directors in writing or e-mail. If all of the Directors are at one place, then by consent in writing, a meeting can be held as though a meeting had been formally called. SEC 7If deemed necessary, Board of Directors meetings may be held via conference calls or through electronic mail if available. SEC 8 Directors shall not use their position for advantageous gains to themselves as individuals. SEC 9 Directors must be members in good standing. SEC 10Directors may be removed from office by an affirmative 2/3 vote of Directors for cause, or by a 2/3 majority vote of the members. SEC 11 A quorum of three Directors is required for the purposes of conducting business. SEC 12There shall be no compensation for serving as a Director. SEC 13It shall be the duty of the Board of Directors to: (a) manage, conduct, execute and control the business affairs of this corporation; (b) to establish policies and procedures for conducting the affairs of the corporation not inconsistent with the By-laws or Articles of Incorporation; (c) cause to be completed all governmental reporting requirements; (d) ensure that complete records of the proceedings of all meetings are kept; (e) cause financial reports to be compiled and presented to the membership annually; (f) establish an operating budget for each fiscal year. SEC 14Directors shall represent the interests of all members without regard to the residential locality of either. SEC 15The Directors and Officers of this corporation shall not as such be liable on its obligations.
ARTICLE V OFFICERS
SEC 1The officers of the corporation shall be elected from within the Board of Directors. SEC 2The officers shall be President, Vice President, Secretary, and Treasurer. The offices of Secretary and Treasurer may be combined. SEC 3 Officers shall be elected annually. SEC 4Immediately following the election of new board members, the directors shall elect officers of the board and conduct any other business deemed necessary. SEC 5The President shall preside over all meetings, execute as the President any instruments approved by Directors, and perform such other duties as normally performed by a President. SEC 6The Vice President shall assume duties of President if the president is unavailable and shall discharge other such duties as the Board of Directors directs. SEC 7The Secretary shall maintain minutes of all meetings of the corporation, whether they be directors, annual, or special; maintain the Membership Record; maintain the Book of Bylaws; execute instruments as directed by the Directors, and perform any other duties as the Board of Directors directs. SEC 8The Treasurer shall receive and deposit funds, submit a financial report to the Directors upon their request, and make a financial report to the membership at the annual meeting.
ARTICLE VI RECORDS
SEC 1The books and records of the corporation shall be maintained in an up-to-date manner at all times and shall be available at all reasonable times for review and inspection by the members. SEC 2A current Membership Record shall be maintained and available at all meetings. SEC 3At the end of each fiscal year, a committee composed of members shall be appointed by the Board of Directors to audit the financial records of the corporation. A written report of the findings of the committee shall be presented to the Board of Directors prior to the annual or special meeting.
ARTICLE VII INDEMNIFICATION
SEC 1The Board of Directors or Officers of this corporation shall not be held personally liable for acts performed as a Director or Officer unless their actions or omissions constitute unlawful misconduct, recklessness, or were done with a knowing disregard of the law, Articles of Incorporation, or the Bylaws.
ARTICLE VIII AMENDMENTS TO THE ARTICLES OF INCORPORATION AND BY-LAWS
SEC 1The Articles of Incorporation may be re-stated or amended by an affirmative vote by two thirds of the members, as per Title 35, Chapter 2, Section 223. SEC 2Bylaws for this corporation may be adopted, amended, or repealed by the members. An affirmative vote by two thirds of the members is needed to amend the bylaws. SEC 3If bylaws are adopted, amended, or repealed, the Secretary shall duly record the new bylaws, amendments, or the repeal in the Book of Bylaws. SEC 4These bylaws provide for the regulation and management of the corporation. If there is a conflict with the Articles of Incorporation, the Articles of Incorporation shall prevail.
ARTICLE IX DISSOLUTION
SEC 1If the Board of Directors determines it is no longer feasible to continue the operation of Montana Mohair Producers, Inc., a resolution shall be adopted recommending dissolution and directing that the question of dissolution be submitted to the members entitled to vote thereon. SEC 2A written notice of meeting, which meeting can be either the annual meeting or a special meeting, shall be sent to all members at the address listed in the Membership Record, and shall state as the purpose, or one of the purposes, of the meeting being called is to consider the advisability of dissolution. SEC 3A resolution to dissolve the corporation requires at least a 2/3 majority vote of the members. SEC 4When a resolution to dissolve has been approved by the members, the corporation shall cease conducting normal business affairs except that necessary to conclude the dissolution. SEC 5The Board of Directors shall submit written notice to all creditors with the proposed resolution; and shall proceed to collect and dispose of assets as hereinafter provided. SEC 6The disposition of all assets shall be applied and distributed as follows: (a) The costs of dissolution; (b) All liabilities and obligations of the corporation shall be paid and discharged or adequate provision provided therefore; (c) Any remaining assets shall be donated to an organization that is involved with the promotion of Angora goats and mohair, which will be selected by the Board of Directors prior to Dissolution. SEC 7Upon all debts, liabilities, and obligations having been discharged or provided for, Articles of Dissolution shall be executed on behalf of the corporation by the President, or Vice President, and Secretary. Articles of Dissolution must be delivered to the Secretary of State as required in Title 35, Chapter 2, Section 723, of Montana Code Annotated.
These By-laws were adopted by the Board of Directors on 21 October 1990, in accordance with
Title 35-2- 211, Montana Code Annotated 1989
The bylaws were ammended in accordance with Title 35, Section 2, Montana Code Annotated 1999.