BY LAWS
of the
Oregon Feed and Grain Association, Inc.

Revised and Approved May 3, 2014 at the Annual Convention*

ARTICLE I.

Name:

The name of the corporation shall be "Oregon Feed and Grain Association," hereafter referred to as "OFGA". It is a mutual benefit corporation in the State of Oregon.

ARTICLE II.

Objectives:

  1. The objectives 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.
  2. To maintain the highest standards of integrity, ethics, loyalty, credibility, quality, services, and programs sustaining cooperation between association, industry, institutions, and their customers.
  3. To secure and disseminate lawful information.
  4. To publish bulletins, pamphlets, publications, and directories pertaining to or incidental to association objectives and purposes.

ARTICLE III.

Membership:

  1. Members shall be limited to firms, individuals, partnerships, corporations and associations engaged in the feed, grain and allied industries.
  2. These membership qualifications may be amended by the Board of Directors.
  3. Request for membership shall be by written application with two members as sponsors and acceptance requires a majority vote from the Board of Directors.
  4. The membership shall be divided into two categories:
    1. Voting Members: Those who have a direct industry relationship. They are qualified to hold board and officer positions.
    2. Affiliate Members: Those who are closely allied but not actively engaged such as trade associations, foreign members, banks, insurance companies, service companies, governmental agencies, 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.
  5. 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.
  6. 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 board.

ARTICLE IV.

Dues:

  1. Members shall pay annual dues determined by the Board of Directors in accordance with the needs of the association.
  2. Membership Classifications
    1. Manufacturers, processors, wholesalers, distributors, jobbers and suppliers of feed, grain ingredients, equipment and allied supplies.
    2. Manufacturers, processors, wholesalers, distributors, jobbers and suppliers without an office and/or plant in the State of Oregon, medium size industry facility.
    3. Branch and small manufacturing plants. Allied manufacturers, brokers, and sales representatives.
    4. Retail stores and small related businesses.
    5. Affiliate members.
  3. 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. Current member renewal letters are to be mailed by December 1 of each year to provide time for members to set up payment of renewal dues.
  4. 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 action.

ARTICLE V.

Board of Directors:

  1. 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 Past President. Term duration of elected officers and committee members shall be determined by the Board of Directors.
  2. The remaining directors of the board to be filled:
    1. Feeds and Animal Nutrition
    2. Feed Grain Export
    3. Allied Industries
    4. Warehousing and Transportation
    5. Legislative Issues (Immediate Past President)
    6. Feed Grain Standards
  3. 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.
  4. 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.
  5. 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.
  6. The nomination report must be sent to the association membership at least 20 days prior to the annual meeting.
  7. 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.
  8. Candidates receiving a plurality vote of the members present and voting at the annual meetings shall be elected.
  9. 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.
  10. 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.
  11. 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.

ARTICLE VI.

Meetings:

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, phone, or email at least 30 days prior to each annual or special meeting.

  1. A quorum at such annual meeting, or special meeting, shall consist of a simple majority of members attending the meeting.
  2. On voting Issues the vote may be by hand or ballot or email at the discretion of the presiding officer. Email voting requires 100% quorum response because discussion feedback is not available at time of voting. One vote per member will prevail.
  3. The Board of Directors shall meet at least four times per year: once each quarter.
  4. 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.
  5. 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.
  6. A simple majority of the board members attending a board meeting shall constitute a quorum. The president may call special meetings of the Board of Directors. The president shall call a special meeting upon 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.

ARTICLE VII.

Duties of Directors:

  1. 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.
  2. 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.
  3. 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.

ARTICLE VIII

Duties of Executive Secretary:

  1. The Executive Secretary shall supervise and account for the handling of all funds of the association. He shall keep the records on some recognized accounting program such as Quicken, and make such periodic financial reports as the Board of Directors may desire, such as monthly recap of banking and register reports by electronic mail to the executive committee for review and dissemination to the full board and membership as necessary.
  2. The Executive Secretary shall provide an annual report to the Secretary- Treasurer as to the financial condition of the association for presentation to the membership at the annual convention business meeting.
  3. The Executive Secretary shall submit the annual post-convention financial report to the board, outgoing and incoming program committees by 30 days after the annual convention.
  4. The Executive Secretary shall be responsible for sending out notices at least 7 days in advance of all meetings of the Board of Directors ARTICLE VI section 1 above requires 30 day notice of annual and special membership meetings.
  5. The Executive Secretary shall pay only those expenses approved by the Executive Committee by visa check card or by written check if necessary. The Executive Secretary is authorized to expend up to $200 for association supplies such as paper, copies, postage stamps, etc without board approval. Evidence of such expenses will be required entries on the accounting records and will be in evidence on the monthly register report submitted to the Executive Committee of the Board of Directors.
  6. Shall employ such help such as a certified accountant as may be necessary for effective and efficient conduct of association business - subject to the approval of the Board, and shall be authorized to pay for any accounting fees as approved by the Executive Committee.
  7. The Executive Secretary shall be required to secure annual quotes from the insurance industry to obtain adequate liability insurance as necessary to cover the Board of Directors and Officers. Those quotes must be approved by the Executive Committee prior to binding insurance policies.
  8. The Executive Secretary shall be required to maintain the corporate registration for the association with the Oregon Secretary of State, and pay cost of this registration as required after approval of the Executive Committee.

ARTICLE IX

Committees:

There shall be the following standing committees, the chairman and members shall be appointed by the Executive Committee:

  1. Executive: The committee election and duties are as prescribed and consonant with ARTICLE V, sections (3) through (7).
  2. Budget and Finance: The committee shall consist of the president, vice president, secretary-treasurer, another 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 recommendations.
  3. Legislative: The committee shall consist of a chairman and no less than five (5) members.
  4. Membership: The committee shall consist of a chairman and no less than five (5) members.
  5. 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.
  6. 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 consistent with the best interests of the association.
  7. 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.

ARTICLE X

Amendments:

These By-laws may be amended or sections added hereto by any board member presenting in writing the proposed amendments or additions, to the Board of Directors. The Board of Directors shall then make recommendations concerning 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 the same.

ARTICLE XI

Dissolution:

Upon circumstances calling for the dissolution of this Association, after approval by the association accountant and the Board of Directors, any assets or moneys remaining after the payment and settlement of the corporation's obligations and liabilities shall be transmitted to the current annual membership of the association on a formula equal to the proportion of membership funds each member has paid of the total dues received that year. Any other funds accumulated such as from meeting revenues will simply become part of the total to be distributed.

*Historical Record of by-law revisions:
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.
By-laws amended May 3, 2014.

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