Oregon Feed and Grain Association, Inc.
July 26, 2013 Revisions in process*
The name of the corporation shall be Oregon Feed and Grain
Association. It is a mutual benefit corporation in the State of Oregon.
- The objects of the corporation shall be to further the legitimate
interests of the feed, grain and allied industries of the State of Oregon
including members outside the state belonging to the association.
- To maintain the highest standards of integrity, ethics, loyalty,
credibility, quality, services, and programs sustaining cooperation
between association, industry, institutions, and their customers.
- To secure and disseminate lawful information.
- To publish bulletins pamphlets, publications, directories pertaining
to or incidental to association objects and purposes.
- Members shall be limited to firms, individuals, partnerships, corporations
and associations engaged in the feed, grain and allied industries.
- This membership qualification may be enlarged by the Board of Directors.
- Request for membership shall be by written application with two members
as sponsors and acceptance requires a majority vote from the Board of
- The membership shall be divided into two categories:
a. Voting Members: Those who have a direct industry relationship. They
are qualified to hold board and officer positions.
b. Affiliate Members: Those who are closely allied but not actively
engaged such as trade associations, foreign members, etc. They have
no vote nor can they hold a board or officer position, but they can
serve on committees, participate in meetings, and attend conventions.
- The Board of Directors after due notice and opportunity for hearing
shall have the power to expel or suspend any member for conduct, which
in the judgment of the board is contrary to the objectives and best
interests of the corporation.
- Any member may withdraw his membership upon written notice mailed
to the office of the corporation and upon payment of all dues or other
obligations owing the corporation at the time of giving such notices.
Any member may be reinstated to full membership upon payment of dues
and other accounts owing the corporation, and a majority vote of the
- Members shall pay annual dues determined by the Board of Directors
in accordance with the needs of the association.
- Membership Classifications
a. Manufacturers, processors, wholesalers, distributors, jobbers and
suppliers of feed, grain ingredients, equipment and allied supplies.
b. Manufacturers, processors, wholesalers, distributors, jobbers and
suppliers without an office and/or plant in the State of Oregon, medium
size industry facility.
c. Branch and small manufacturing plants. Allied manufacturers, brokers,
and sales representatives.
d. Retail stores and small related businesses.
e. Affiliate members.
- The fiscal year shall be the calendar year of January 1 through December
31 and dues are payable on or before January 31 of the current year.
- A member failing to pay his dues within 30 days of the due date shall
be notified of the delinquency in writing by the association office.
The member has 15 days to remit or reply to sustain membership. If unanswered
the matter will be referred to the Board of Directors for appropriate
Board of Directors
- The Board of Directors shall divide the membership into Districts,
of such size and boundaries as will make it convenient for the members
of such Districts to meet and discuss matters of interest to the members
of that District, as well as matters affecting the association as a
whole. The size and boundaries are subject to change by the Board of
Directors whenever in their judgment, it is in the best interests of
the association to do so.
- The affairs of the corporation shall be controlled by a board of
directors consisting of not less than eleven (11) members who shall
include the President, Vice President, Secretary-Treasurer, and Immediate
a. The remaining directors of the board to be filled: Feeds
and Animal Nutrition: Feed Grain Export; Allied Industries; Warehousing
and Transportation: Legislative Issues (Immediate Past President); Feed
Grain Standards; Eastern District; Western, District; and any other
districts the board deems necessary, shall be elected at the annual
meeting of The corporation as herein provided. These directors may not
serve in said capacity on the board for more than two (2) consecutive
years with exception of the Feed Grain Standards Director, whose term
will be determined at the discretion of the board of directors.
- There shall be an executive committee composed of the president,
vice president, secretary-treasurer, and immediate past president. A
simple majority shall constitute a quorum for the transaction of business.
It shall act as the executive body for the association WITH DECISIONS
MADE OR ACTION TAKEN ACCOUNTABLE to the Board when not in session. The
president is chairman of the committee.
- A Nomination Committee composed of the President and four (4) Past
Presidents shall nominate a candidate for President, Vice President,
Secretary-Treasurer, and each directorship.
- The president shall appoint the nominating committee at the Third
Quarter Board of Directors meeting. The committee shall be prepared
to present at the Fourth Quarter Board of Directors meeting a nominee
list of officers and industry representatives.
- The nomination report must be sent to the association membership
at least 20 days prior to the annual meeting.
- Additional candidates for the positions to be elected at the annual
meeting may be nominated by a petition signed by at least ten members
of the organization, providing the consent of the person so nominated
is attached to said petition and said petition must be filed in the
office of the corporation at least ten days prior to the annual meeting.
- Candidates receiving a plurality vote of the members present and
voting it the annual meetings shall be elected.
- In the event any officer or member of the Board shall change firms
during his term of office, such, Board position shall automatically
be subject to review at the next regular meeting of the Board of Directors.
- In the event any officer or member of the Board of Directors fails
to attend at least two consecutive regular meetings of the Board of
Directors the Board may by a majority vote remove that officer or member
and declare his position vacant. In the event the office of any officer,
including a member of the Board of Directors, becomes vacant, the Board
of Directors shall fill such vacancies and that person shall serve until
the next annual meeting, and his successor is elected and qualified.
- All members of the Board of Directors, including the officers of
the corporation, shall serve until the next annual meeting of the corporation,
and their successors are elected and qualified.
- There shall be an annual meeting of the association at such time
and place as the board of directors may elect. Each member shall be
notified by the Executive Secretary via mail at least 30 days prior
to each meeting.
- A quorum at such annual meeting, or special meeting, shall consist
of 25 members.
a. On voting Issues the vote may be by hand or ballot at
the discretion of the presiding officer. One vote per
member will prevail.
- The Board of Directors shall meet four times per year: once each
- At the annual meeting the president shall call upon each standing
committee chairman to give a report of that committee’s activities
for the past year.
- There shall be an open period during each regular board meeting to
permit members or guests to present and/or discuss matters pertinent
to the welfare of the association.
- Eight (8) members of the Board of Directors shall constitute a quorum.
The president may call special meetings of the Board of Directors. The
president shall call a special meeting upon written request of three
members of the board. If the president fails to call a special meeting
within two weeks of such request, the three members who made the request
may call a special meeting of the Board of Directors within a period
of another two weeks.
- District meetings may be called by District Directors at any time.
Subject to approval by the respective district director, the president
or executive secretary of the corporation may call district meetings.
Meetings must be held at least once each year.
a. On voting issues the vote may be by hand or ballot at
the discretion of the District Director. One vote per
member will prevail.
Duties of Directors
- The president shall preside at all board and special meetings and
perform other duties as customarily pertain to his office or that may
be assigned to him by the Board of Directors.
- In the absence of the president, the vice president or secretary-treasurer
shall perform the duties of the president in the order named and present.
- The elected Secretary-Treasurer and retained EXECUTIVE SECRETARY
shall supervise and account for the handling of all funds of the association.
They shall keep the record of the association finances, shall make such
periodical financial reports as the Board of Directors may desire, and
annually, the SECRETARY-TREASURER shall submit a FISCAL report on the
financial condition of the association.
- The secretary-treasurer and president shall countersign all checks
for the expenditure of funds authorized by the board in conformity with
- An executive secretary shall be retained by the Board of Directors
under such terms and conditions necessary to properly conduct the affairs
of the association.
Duties of Executive Secretary
- He shall keep a correct record of the proceedings of annual, board,
committee, district, and other pertinent meetings of the association.
- He shall submit a copy of the annual meeting minutes to the board
and membership by May 15th.
- He shall submit the annual convention financial report to the board,
outgoing and incoming program committees by May 15.
- Shall be responsible for sending out notices at least 7 days in advance
of all meetings of the Board and association.
- Shall submit for Payment only signed and approved vouchers.
- A blanket bond shall be in force on the executive secretary, president,
vice president, sec.-treas., of the association. The Board of Directors
will determine the amount.
- Shall employ such help as may be necessary for effective and efficient
conduct of association business - subject to the approval of the Board.
- There shall be the following standing committees, the chairman and
members shall be appointed by the Executive Committee, except the Group
Insurance Chairman who shall be elected in accordance with the provisions
of Article V, Section (3).
a. Executive: The committee election and duties are as prescribed and
consonant with Article V, sections (3) through (5).
b. Budget and Finance: The committee shall consist of the
president, vice president, sec.-treas., a board member, and the immediate
past president who shall serve as chairman. It shall submit an annual
budget for the association to the Board with fiscal matter recommendations.
c. Group Insurance: The committee shall consist of five (5) members
of whom all shall be participants in the
insurance program. It shall meet when advisable to
review the program and make recommendations or ratify
policies to keep the program a viable association service.
d. Legislative: The committee shall consist of a chairman
and no less than five (5) members.
- e. Membership: The committee shall consist of a chairman
and no less than five (5) members.
f. Feed Advisory: The committee shall consist of a chair-man and no
less than five (5) members to be concerned with animal feed, nutrition
and health principles and policies. By-laws: The committee shall consist
of no less than three members! They shall be charged with reviewing
the by-laws, consider suggested changes, and recommend to the board
revisions consonant with the best interests of the association.
g. Other committees: The Board of Directors, executive
committee, or president may establish such other functional committees
deemed necessary to properly conduct the business affairs of the association.
- These By-laws may be amended or sections added hereto by presenting
in writing the proposed amendments or additions, to the Board of Directors.
The Board of Directors shall make its recommendations as to the proposed
amendments or additions, to the members of the Association at least
two weeks prior to the annual meeting, or two weeks prior to a special
meeting of the Association called for that purpose. A majority of those
voting at said meeting shall determine the adoption or rejection of
Upon dissolution of this Association, any assets or moneys remaining
after the payment and settlement of the corporation's obligations and
liabilities shall be transmitted to any eleemosynary institution of the
State of Oregon recognized by the Oregon State Department of Revenue to
be exempt from the payment of corporation, excise, or income taxes.
By-laws amended February 7, 1969.
By-laws amended February 9, 1973.
By-laws amended February 7, 1975.
By-laws amended February 13. 1976.
By-laws amended February 11, 1977.
By-laws amended February 10, 1978.
By-laws amended December 15, 1981.
By-laws amended May 19, 1988.
By-laws amended March 10, 1989.
By-laws amended September 18, 1991.
By-laws amended April 30, 1993.