Exhibit 3.A
ARTICLES
OF
INCORPORATION
AND
BYLAWS
OF
FARMLAND INDUSTRIES, INC.
KANSAS CITY, MISSOURI
(Effective 12-5-96)
ARTICLES OF INCORPORATION
ARTICLE I - NAME
Section 1. Name. The name of this corporation shall be FARMLAND
INDUSTRIES, INC.
ARTICLE II - PURPOSES
Section 1. Purposes. The purposes for which the Association is organized
are to engage in any activity in connection with the marketing or selling of the
agricultural products of its members and other patrons; or with the harvesting,
threshing, milling, preserving, drying, processing, canning, packing, storing,
handling, shipping, or utilization thereof, including (without limitation) doing
a public warehouse business and storing agricultural products in interstate
commerce; or the manufacturing or marketing of the by-products thereof; or in
connection with the manufacturing, selling, or supplying to its members and
other patrons of machinery, equipment or supplies, or in connection with
agricultural education, research, legislation and economic and social
conditions; or in connection with the improvement of livestock breeds by means
of artificial breeding or otherwise; or in the financing of the above-enumerated
activities; or in any one or more of the activities specified herein.
ARTICLE III - PLACE OF BUSINESS
Section 1. Place. The place where its business is to be transacted is at
3315 North Oak Trafficway, Kansas City, Missouri, and at such other places
either within or outside the State of Kansas as may be provided by the bylaws or
as determined by the Board of Directors.
ARTICLE IV - TERM
Section 1. Term. The term for which this corporation is to exist is fifty
years. (By a Certificate of Renewal filed with the Secretary of State of Kansas
on September 7, 1973, the term was extended for a period of fifty years from and
after September 1, 1973.)
ARTICLE V - NUMBER OF DIRECTORS
Section 1. Number of Directors. The number of directors of this
corporation shall be twenty-two (22), and the term of office of each thereof
shall be three (3) years and until a successor is elected and has qualified.
ARTICLE VI - CAPITAL STOCK
Section 1. Authorized Capital Stock. The capital stock of this
Association shall be $1,500,000,000, consisting of 50,000,000 shares of common
stock of the par value of $25 per share, 2,000,000 shares of associate member
common stock of the par value of $25 per share and 8,000,000 shares of preferred
stock of the par value of $25 per share.
Section 2. Common Stock. The common stock of this Association may be
purchased, owned or held only by producers of agricultural products and
associations of such producers, who patronize the Association in accordance with
uniform terms and conditions and only such producers and associations of such
producers shall be regarded as eligible voting members of the Association. In
the event the Board of Directors of the Association shall determine that any
holder of the common stock of this Association does not meet the qualifications
as may be established by the Board of Directors for holders thereof, such person
shall have no rights or privileges on account of such common stock to vote for
director(s) or to vote on the management or affairs of the Association, and the
Association shall have the right, at its option, (a) to purchase such common
stock at its book or par value, whichever is less, as determined by the Board of
Directors of the Association, or (b) in exchange for such common stock, to
record on the books of the Association an equivalent par value amount of
associate member common stock or to record on the books of the Association,
capital credits in an equivalent amount. On the failure of any holder, following
any demand by the Association therefor, to deliver any certificate or
certificates evidencing any common stock, the Association may cancel the same on
its books and record on the books of the Association an equivalent amount of
common stock, associate member common stock or capital credits, in lieu thereof.
The common stock of this Association may be transferred, and associate member
common stock and capital credits may be converted to common stock and
transferred, only with the consent of the Board of Directors of the Association
and on the books of the Association and then only to persons eligible to hold
the same; and no purported assignment or transfer of common stock shall pass to
any person not eligible to hold the same, any rights or privileges on account of
such stock to vote on the management or affairs of the Association. Each holder
of common stock shall be entitled to a minimum of one vote. Common shareholders
will receive one additional vote for each complete increment of $1,000 in common
stock above membership requirements and one additional vote for each complete
increment of dollar volume of business in an amount equal to the product of
$1,000 multiplied by a fraction the numerator of which is the total dollar
volume of patronage business of the Association during the preceding fiscal year
with common shareholders and the denominator of which is the total dollar amount
of the Association's common stock outstanding at the close of the preceding
fiscal year. No common shareholder shall be entitled to vote more than five
percent (5%) of the total votes of the Association available to be cast. This
Association shall have a lien on (and right of setoff against) all of its common
stock for all indebtedness of the holder(s), whether due or to become due,
thereof to the Association. No interest or dividend shall be paid on
outstanding common stock. The Board of Directors, in its sole discretion, may
at any time or times and on any basis deemed appropriate authorize the
retirement of any common stock, in whole or in part.
Section 3. Associate Member Common Stock. The associate member common
stock of the Association may be purchased, owned or held by any person having
the qualifications as may be established by the Board of Directors. Associate
member common stock shall have all of the rights and privileges attendant to
that of common stock, except that such associate member common stock shall not
entitle the holder thereof to vote, irrespective of the number of shares held,
for director(s) or to vote on the management or affairs of the Association. In
the event the Board of Directors of the Association shall determine that any
holder of the associate member common stock of the Association does not meet the
qualifications as may be established by the Board of Directors for holders
thereof, the Association shall have the right, at its option, (a) to purchase
such associate member common stock at its book or par value, whichever is less,
as determined by the Board of Directors of the Association, or (b) to convert
the associate member common stock held by any such person to capital credits by
notifying such holder, after which such associate member common stock shall be
cancelled on the books of the Association. The associate member common stock of
this Association may be transferred, and common stock and capital credits may be
converted to associate member common stock and transferred, only with the
consent of the Board of Directors of the Association and then only to persons
eligible to hold the same; and no purported assignment or transfer of associate
member common stock shall pass to any person not eligible to hold the same, any
rights or privileges on account of such stock. This Association shall have a
lien on (and right of setoff against) all of its associate member common stock
for all indebtedness of the holder(s), whether due or to become due, thereof to
the Association. No interest or dividend shall be paid on outstanding associate
member common stock. The Board of Directors, in its sole discretion, may at any
time or times and on any basis deemed appropriate authorize the retirement of
any associate member common stock, in whole or in part.
Section 4. Preferred Stock. The preferred stock shall be nonvoting and
may be (1) made subject to redemption at such time or times, and at such price
or prices, and (2) issued in such series, with such designations, preferences,
and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions as shall be stated and expressed in
the Articles of Incorporation of this Association, or in the resolution or
resolutions adopted by the Board of Directors thereof for the issue of such
stock; and the said Board of Directors is hereby granted authority (1) to
provide from time to time for the issue of preferred stock, in one or more
series, and with such designations, preferences, and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions, and (2) to make such stock, or any part thereof, subject to
redemption at such time or times, and at such price or prices, as the said Board
of Directors, in its sole discretion, may from time to time determine.
Section 5. Capital Credits. The Association may issue at any time, and
record or transfer on its books and records, one or more classes of capital
credits in the Association. Holders of capital credits shall not be entitled to
vote. The capital credits of this Association may be transferred, and common
stock and associate member common stock may be converted to capital credits and
transferred, only with the consent of the Board of Directors of the Association
and on the books of the Association. The Board of Directors, in its sole
discretion, may at any time or times and on any basis deemed appropriate
authorize the transfer or retirement of any capital credits, in whole or in
part. No interest or dividend shall be paid on outstanding capital credits.
This Association shall have a lien on (and right of setoff against) all of its
capital credits for all indebtedness of the holder(s), whether due or to become
due, thereof to the Association.
ARTICLE VII - INDEMNIFICATION
Section 1. Indemnification. The Association may agree to the terms and
conditions upon which any director, officer, employee or agent accepts his
office or position and in its bylaws, by contract or in any other manner may
agree to indemnify and protect any director, officer, employee or agent of the
Association, or any person who serves at the request of the Association as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, to the fullest extent permitted by the laws
of the State of Kansas.
Section 2. Limitation of Liability. Without limiting the generality of
the foregoing provisions of this ARTICLE VII, to the fullest extent permitted or
authorized by the laws of the State of Kansas, including without limitation the
provisions of subsection (b)(8) of Kan. Stat. Ann. Section 17-6002 (1981) as now
in effect and as it may from time to time hereafter be amended, no person who is
currently or shall hereinafter become a director of the Association shall have
personal liability to the Association for monetary damages for breach of
fiduciary duty as a director for any act or omission occurring subsequent to the
date this provision becomes effective. If the Kansas General Corporation Code is
amended after approval of this provision by the shareholders of the Association,
to authorize corporate action further limiting or eliminating the personal
liability of directors, then the liability of a director of the Association
shall be limited or eliminated to the fullest extent permitted by the Kansas
General Corporation Code, as so amended.
BYLAWS
ARTICLE I - CAPITAL STOCK
Section 1. Stock Certificates. Certificates of stock may be issued at the
discretion of the Board of Directors of the Association, but a record shall be
kept of each holder of fully-paid shares. The record shall state the par value
of the shares, the number of shares represented, and the name of the person to
whom issued. Any outstanding certificates of stock may be cancelled by the
Board of Directors of the Association provided that an equivalent record of
ownership is maintained.
Section 2. Certificates of Indebtedness. The Association shall have the
authority to issue certificates of indebtedness in such form and containing such
terms as may be approved by the Board of Directors, which certificates shall
bear such rate or rates of interest as the Board of Directors may from time to
time determine.
ARTICLE II - DISTRIBUTION OF EARNINGS (LOSSES)
Section 1. Current Year's Net Earnings (Losses) and Patronage Refund
Obligation. (a) The Association shall determine annually its earnings or loss
including the appropriate portions thereof constituting net earnings for
patronage refunds. It shall then allocate and distribute its net overall
earnings from its allocation units as patronage refunds to its Members and
Patrons with the amounts distributed being determined on the basis of their
patronage with such units during the year. The patronage-sourced portion of an
overall net loss shall be handled in accordance with Section 3.
(b) The Association's overall net earnings or loss shall be determined
using generally accepted accounting principles and shall be divided into (i) a
patronage-sourced portion, determined on the basis of the quantity or value of
business done by the Association with or for its Members or Patrons who are
eligible to receive patronage refunds and who acquire supplies or services from,
provide services to, or market products through the Association, and (ii) a non-
patronage-sourced portion which shall include amounts determined on the basis of
the quantity or value of business done with or for persons who are not eligible
to receive patronage refunds from the Association, plus such net amounts of
income, expenses or loss which are unrelated to the marketing, purchasing or
service operations carried on by the Association for its Members and Patrons on
a cooperative basis.
(c) If one or more of the Association's allocation units experience losses
during any fiscal year, the losses of such allocation unit(s) shall be ratably
allocated to and netted with the earnings of the remaining allocation units of
the Association in order to determine the Association's overall net earnings or
loss. The Association's Patrons and Members shall be notified in any fiscal
year for which such netting has occurred.
(d) Any patronage-sourced net earnings shall be further reduced (but not
below zero) by the ratably determined portion of dividends on stock applicable
to such net earnings that are paid or payable for the fiscal year. Losses shall
be handled as determined by the Board of Directors in accordance with Section 3.
(e) If at the conclusion of any fiscal year, the amount of retained
earnings (which shall include the current year's non-patronage-sourced net
earnings) is less than thirty percent (30%) of the face amount of capital
credits and par value of Member and Associate Member common stock issued and
outstanding, and patronage refunds for reinvestment balances as of the end of
the previous year then, in order to provide for the Association's reasonable
member reserves, there shall be transferred to retained earnings, from
patronage-sourced net earnings, as members' contribution to reserves, an amount
equal to the lesser of (i) fifteen percent (15%) of the current year's remaining
patronage-sourced net earnings, or (ii) such amount necessary to increase
retained earnings (which shall include the current year's non-patronage-sourced
net earnings) to thirty percent (30%) of the face amount of capital credits and
par value of Member and Associate Member common stock outstanding at the
conclusion of the previous fiscal year.
(f) Any amount then remaining shall constitute the net earnings of the
Association from which Members' and Patrons' patronage refunds shall be paid,
and such amount shall be apportioned among the Members and Patrons of the
appropriate allocation units on any equitable patronage basis approved by the
Board of Directors, and the amounts so determined, shall be paid as patronage
refunds in the form of cash, qualified or non-qualified written notices of
allocation, provided, however, that a payment by qualified written notice of
allocation shall be accompanied by no less than twenty percent (20%) of the
stated dollar amount thereof in cash with the balance at par value in Member
common stock, Associate Member common stock or capital credits at par value or
stated value as determined by the Board of Directors. The Board of Directors
shall determine the cash and non-cash amounts, if any, of a Member's or Patron's
patronage refund to be retained for purposes of collecting amounts due the
Association for any or all of such Member's or Patron's outstanding indebtedness
to the Association, provided that no retention of cash hereunder shall reduce
the cash portion of any Member's or Patron's patronage refund otherwise paid by
qualified written notice of allocation, to an amount which is less than twenty
percent (20%) of the total stated dollar amount thereof.
Section 2. Bylaw Consent. Each applicant for membership who continues as
a voting member after having been accepted to membership in the Association and
after receiving a copy of this bylaw consent provision, shall, by such act
alone, consent that the amount of any distributions paid by qualified written
notices of allocation, respecting such person's patronage with the Association
occurring after it has received a copy of the bylaw consent and while such
person remains a voting member thereafter, shall be taken into account by such
person at its stated dollar amount for the taxable year in which such
distribution(s) are received, in the manner provided by 26 U.S.C. 1385(a).
Section 3. Losses. The Board of Directors of this Association shall have
complete discretion to determine the handling and ultimate disposition of the
Association's patronage-sourced net losses (including allocation unit losses)
and the form, priority and manner in which such losses or portions thereof shall
be taken into account, retained, and ultimately disposed of or recovered. The
Board may retain such losses of the Association and subsequently (i) dispose of
them by offset against the net earnings of the Association of subsequent years,
(ii) apply such losses to prior years' patronage allocations at any time in
order to dispose of them by means of offset and cancellation against members'
and patrons' equity account balances, (iii) select and use any other method of
disposition of such losses as the Board of Directors, in its sole discretion,
shall from time to time determine.
Section 4. Definitions. (a) As used in this Article, the term "Member"
shall mean a holder of common stock or Associate Member common stock of the
Association; the term "Patron" shall include any person, firm or association
which is not also a Member or Associate Member of the Association, with whom the
Association has in effect an agreement pursuant to which it has agreed to pay
patronage refunds to such person on the basis of the quantity or value of the
Association's business done with or for such person during the fiscal year.
(b) As used in this Article, the term "allocation unit" shall mean any
business or other unit of the Association with respect to which patronage
refunds are to be paid (or patronage-sourced losses are to be taken into
account) on the basis of the quantity or value of business done during the year
with the Association by its Members and Patrons.
ARTICLE III - CAPITALIZATION
Section 1. Base Capital Plan. For the purposes of acquiring and
maintaining adequate capital to finance the business of the Association, the
Board of Directors may establish a Base Capital Plan. The Plan may provide a
mechanism for determining the Association's total capital requirements and each
member's or patron's share thereof (the base capital requirement). As part of
the Plan, the Board of Directors may, in its discretion, provide for redemption
of capital held by members or patrons in excess of their base capital
requirements and may provide a mechanism under which the cash portion of the
patronage refund payable to members or patrons will depend upon the degree to
which such members or patrons meet their base capital requirements. Such Plan
may be amended or modified from time to time or suspended by the Board of
Directors as it deems fit.
ARTICLE IV - MEMBERS' AND PATRONS' INVESTMENTS
Section 1. Common Stock, Associate Member Common Stock, Capital Credits.
As a condition of the right to receive patronage refunds as hereinbefore
provided, and as a condition of each purchase from, or other transaction with,
the Association, and in consideration of similar subscriptions by others, each
Member and Patron entitled to receive patronage refunds under the bylaws shall
and does hereby, as of the first day of each fiscal year of the Association,
irrevocably subscribe for and agree to purchase common stock, associate member
common stock or other capital credit(s) of the Association, at par, in an amount
of not more than eighty percent (80%) of the amount to be paid to such patron by
the Association as patronage refunds resulting from business transacted during
such year, as conclusively determined by the Board of Directors of the
Association at the time of payment of such refunds. Such subscriptions shall be
payable in cash on or before the last day of such fiscal year, without the
execution and delivery of any further agreement, and without any acceptance,
call or notice by the Association, but only out of such patronage refunds.
ARTICLE V - MEETINGS
Section 1. Annual Meeting. The annual meeting of the shareholders shall
be held each year at such time and at such place as may be fixed from time to
time by the Board of Directors.
Section 2. Special Meetings. The chairman of the board shall call a
special meeting of the shareholders upon a written request of at least ten
percent (10%) of the shareholders, or upon a majority vote of the directors. The
notice of the time, place, and purpose of such special meeting shall be issued
within fifteen (15) days from and after the presentation of such petition, and
such special meeting shall be held within thirty (30) days from and after the
date of presenting such petition.
Section 3. Notice of Meetings. Notice shall be given by the secretary of
all annual and special meetings of the shareholders by mailing a notice thereof
to each shareholder not less than fifteen (15) days preceding the date of the
proposed meeting.
Section 4. Presiding Officer. The chairman of the board of the
Association shall preside at all meetings of shareholders, and shall cast the
deciding vote in all cases of a tie.
Section 5. Absent Members Voting. Voting by proxy shall not be permitted,
but absent shareholders entitled to vote may vote on specific questions, other
than the removal of directors, by ballots transmitted to the secretary, and such
ballots shall be counted only in the meeting at the time at which such vote is
taken.
Section 6. Quorum. A quorum for the transaction of business shall consist
of at least two hundred (200) shareholders entitled to vote and at least one-
third of the total votes eligible to be cast. All absentee shareholders voting
and all absentee votes cast shall be counted as present in determining a quorum
for the consideration of a specified question on which absentee votes may be
cast.
ARTICLE VI - DIRECTORS AND OFFICERS
Section 1. Directors. The business and affairs of the Association shall
be managed under the direction and control of the Board of Directors, consisting
of twenty-two (22) members, elected at annual meetings by the shareholders
entitled to vote from their own numbers for three-year terms. Twenty-one members
of the Board of Directors shall be elected according to districts as hereinafter
provided and shall be known as district directors. The remaining member of the
Board of Directors shall be nominated and elected from the floor and shall be
known as a director-at-large.
Section 2. Election of Directors.
(a) The territory in which the Association operates shall, for the purpose
of electing district directors, be divided into districts, each of which shall
be entitled to the number of directors herein specified.
District 1 (Missouri and Kentucky) -- 1 director; District 2
(Kansas) -- 4 directors; District 3 (Colorado, Wyoming, Utah, Oregon
and Idaho) -- 1 director; District 4 (Nebraska) -- 4 directors;
District 5 (South Dakota, North Dakota and Montana) -- 1 director;
District 6 (Iowa, Illinois, Indiana and Ohio) -- 4 directors; District
7 (Oklahoma and Arkansas) -- 3 directors; District 8 (Michigan,
Minnesota, Wisconsin and Canada) -- 1 director; and District 9 (Texas
and New Mexico) -- 2 directors.
(b) The Board of Directors may from time to time assign to any of the
aforesaid districts any member or members residing in any state or states or
foreign country or foreign countries, other than the states named in the
foregoing paragraph. In any such case a member so assigned to any district
shall for all purposes be deemed to belong to such district and shall be
entitled to attend and participate in the hereinafter mentioned caucus of that
district.
(c) The various districts shall, by caucus, nominate their candidate or
candidates for director as herein provided. The following persons shall be
eligible for election as a director at the annual meeting of members: individual
shareholders; members, directors, officers, or employees of a shareholder;
owners, directors, managers or employees of a member of a shareholder; and,
employees of the Association. In the event the number of directors who are
employees of association shareholders entitled to vote totals ten or more at any
given time, no employee of an association shareholder may be elected or
appointed to the Board of Directors, provided however, this limitation shall not
disqualify any director in office from being eligible for election or re-
election as a director. No person shall be eligible for nomination as a director
if such person has attained 65 years of age. Five months prior to the annual
meeting the Chairman of the Board shall appoint a nominating committee for each
district in which the term of a director expires at the next annual meeting. The
District Nominating Committee shall consist of three persons (one person to be
appointed as Chairman) meeting the qualifications required to be a director as
set forth above. As promptly as possible after the appointment of District
Nominating Committees, the Secretary of the Association shall notify the
eligible voting members in each such district, by mail, of the members of the
District Nominating Committee. Each member may notify the Chairman of the
District Nominating Committee of the member's candidate or candidates for
director at least three months prior to the date of the annual meeting. The
District Nominating Committee shall mail its report to each eligible voting
member in each such district at least one month prior to the annual meeting and
shall render its report at the caucus of such district and in doing so, shall
provide at least one candidate, but not more than three candidates, for each
director term which is expiring. In addition to the names of candidate or
candidates provided by members for consideration by the District Nominating
Committee, such Committee may also consider as candidates persons the Committee
feels qualified. Any official delegate may make nominations at the district
caucus. Such district shall thereupon nominate its nominee or nominees for
directors and the names of said nominee or nominees shall be placed before the
members at the annual meeting for election. Should said nominee or nominees fail
to receive a majority of the votes cast by shareholders entitled to vote and
present and voting, nominations may be made from the floor, of nominee or
nominees from the district involved, and such shareholders shall thereupon vote
on said nominee or nominees. In each district caucus wherein directors are
nominated and in the election of directors at the annual meeting, shareholders
entitled to vote shall have the number of votes as determined under the Articles
of Incorporation, of the Association, for each director to be elected.
(d) A redistricting of the territory served by the Association, or a
reapportionment of the number of directors for each district, may be made by the
members at any annual meeting.
Section 3. Officers. The officers shall be elected by the Board of
Directors or appointed by the President. The officers elected by the Board of
Directors, each of whom shall serve at the will of the Board of Directors, shall
consist of a Chairman of the Board, Vice Chairman, President, Vice President,
Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant
Treasurers, and such other officers as the Board of Directors may from time to
time deem advisable. Only the Chairman of the Board, Vice Chairman, President,
and the elected Vice President need be members of the Board of Directors. No
person may hold the offices of Chairman of the Board and President at the same
time. The officers appointed by the President, each of whom shall serve at the
will of the President, shall be such Vice Presidents as the President may from
time to time deem advisable.
Section 4. Vacancies. Any vacancy on the Board of Directors shall be
filled by appointment by the remainder of the board until the next annual
meeting when a replacement for the unexpired term shall be elected.
Section 5. Meetings. The board shall meet upon the call of the chairman
of the board who shall determine the time and place of meetings, or upon call by
a majority of the directors; and meetings shall be held at least quarterly.
Section 6. Quorum. A majority of the qualified members shall constitute a
quorum both for the Board of Directors and the executive committee.
Section 7. Compensation. The compensation of the directors shall be Three
Hundred Dollars ($300.00) per day of Association business, plus necessary
expenses. In addition, annual retainers of $30,000 for the Chairman; $25,000
for each member of the Executive Committee, other than the Chairman and
President; and $20,000 for all other directors shall be paid.
Section 8. Removal. Any director of the Association may be removed for
cause, by vote of not less than two-thirds of the members present, at any annual
meeting or at any special meeting called for the purpose. A director shall be
informed in writing of the charges preferred against him at least fifteen (15)
days before the meeting and at such meeting shall have an opportunity to be
heard in person or by counsel and by witnesses thereto. Officers or agents of
the Board of Directors may be removed from office or employment at any time by
action of the Board of Directors.
Section 9. Indemnification of Directors, Officers and Employees. Each
person who is or was a director, officer, manager, employee or agent of the
Association or is or was serving at the request of the Association as a
director, officer, manager, employee or agent of another corporation,
partnership, joint venture or other enterprise (including the heirs, executors,
administrators or estate of such person) shall be indemnified by the Association
as of right to the full extent permitted or authorized by the laws of the State
of Kansas, as now in effect and as hereafter amended, against any liability,
judgment, fine, amount paid in settlement, cost and expense (including
attorneys' fees) asserted or threatened against and incurred by such person in
his capacity as or arising out of his status as a director, officer, manager,
employee or agent of the Association, or, if serving at the request of the
Association, as a director, officer, manager, employee or agent of another
corporation, partnership, joint venture or other enterprise. The
indemnification provided by this bylaw provision shall not be exclusive of any
other rights to which those indemnified may be entitled under any other bylaw or
under any agreement, vote of shareholders or disinterested directors or
otherwise, and shall not limit in any way any right which the Association may
have to make different or further indemnifications with respect to the same or
different persons or classes of persons.
ARTICLE VII - DUTIES OF DIRECTORS
Section 1. Management of Business. The Board of Directors shall direct
the management of the affairs of the Association and shall make all necessary
rules and regulations, not inconsistent with the law or the articles of
incorporation or bylaws of the Association, for the management and control of
the affairs of the Association and the guidance of the officers, agents, and
employees thereof. The day-to-day business affairs of the Association shall be
in the management and control of the president, selected by the board.
Section 2. Executive Committee. An executive committee of six, which
shall include the chairman, vice chairman, and president of the Association and
three other members to be elected by the board from among its own members at its
first meeting after the annual meeting shall have all the powers and exercise
all the functions of the Board of Directors, subject to the Board of Directors'
general control and direction.
Section 3. Bonds. The Board of Directors shall require all officers and
employees charged by the Association with responsibility for the custody of any
of its funds or property to give adequate bonds, and the costs thereof shall be
paid by the Association.
Section 4. Audits. As often as the Board of Directors may consider
necessary, but at least once a year, the Board of Directors shall obtain the
services of a competent and disinterested auditor, who shall make a careful
audit of the books and accounts of the Association and render a report in
writing thereon. The annual audit report shall be submitted to the members of
the Association at the annual meeting.
ARTICLE VIII - DUTIES OF OFFICERS
Section 1. Duties of Chairman of the Board. The Chairman of the Board
shall preside over all meetings of the shareholders and of the Board of
Directors and call special meetings of the shareholders and of the Board of
Directors.
Section 2. Duties of Vice Chairman. In the absence or disability of the
Chairman, the Vice Chairman shall perform the duties and exercise the powers of
the Chairman. The Vice Chairman shall perform such other duties as may be
assigned from time to time by the Board.
Section 3. Duties of President. The President shall be the Chief
Executive Officer; shall sign or delegate to such other officers or employees of
the Association the authority to sign certificates, deeds, leases, bills of sale
and other instruments conveying any interest in real estate or personal property
of the Association and such other instruments or documents as the Board of
Directors may authorize or direct from time to time; shall have and exercise the
power to hire and fire all employees other than officers, administrative
officers, agents or employees selected by the Board of Directors; see that the
management and business operations of the Association are exercised and
conducted in accordance with general policies established by the Board of
Directors; and perform such other duties and exercise such other power or powers
as the Board of Directors may from time to time authorize or direct.
Section 4. Duties of Vice Presidents. One Vice President shall be elected
from the membership of the Board. The President may appoint such additional
Vice Presidents as deemed appropriate to conduct the affairs of the Association.
The duties of appointed Vice Presidents shall be assigned to them by the
President. The President may delegate to one or more officer(s) the authority
to perform his/her duties during his/her absence in such manner as deemed
appropriate. In the event of the total disability or death of the President,
the Vice President who has been elected by the Board of Directors shall perform
the duties of the President until such time as the Board shall otherwise direct
or until a successor to the President is elected.
Section 5. Duties of Secretary. The Secretary shall (1) keep a complete
record of the meetings of the shareholders and of the directors; (2) sign all
papers or documents pertaining to the Association as may be authorized or
directed by the directors; (3) serve all notices and make all reports required
by law and these bylaws, and perform such other secretarial duties as may be
required by the Board of Directors. The Assistant Secretaries shall perform the
duties and exercise the powers of the Secretary during the absence or disability
of the Secretary.
Section 6. Duties of Treasurer. The Treasurer shall keep such records and
perform such other duties pertaining to the office as the Board of Directors may
require. The Assistant Treasurers shall perform the duties and exercise the
powers of the Treasurer during the absence or disability of the Treasurer.
ARTICLE IX - GENERAL PROVISIONS
Section 1. Fiscal Year. The fiscal year of this Association shall
commence September 1 and end on August 31.
Section 2. Amendments. These bylaws may be amended or altered, in whole
or in part, as provided by law, at any regular meeting of the members or at any
special meeting, when such action has been duly announced in the call, provided
that a majority of the votes cast by the shareholders entitled to vote and
voting, including those absentee votes, shall approve such amendment or
alteration.
Section 3. Official Publication. The Association may publish an official
publication. It may be mailed to subscriber lists provided by member
associations and the subscription price may be deducted from patronage refunds
earned by members.
Section 4. Membership Vote for Sale of Principal Business. The
Association shall not, without approval by a vote of the majority of the votes
cast by members entitled to vote and voting at a duly called meeting of the
Association, sell or convey or cause or permit the sale or conveyance of more
than forty-nine percent (49%) of the voting shares in any subsidiary which
accounted for fifty percent (50%) or more of the Association's gross sales on a
consolidated basis during any one of the Association's three (3) most recently
completed fiscal years or during such shorter period as such subsidiary has been
in existence.
ARTICLE X - DISSOLUTION
Section 1. Upon dissolution or liquidation of the Association in any
manner, except as may be otherwise provided by law, the assets of the
Association shall be distributed in the following order and manner, to wit:
1. To pay all costs and expenses of dissolution, liquidation and
distribution;
2. To pay and discharge all indebtedness of the Association, exclusive of
any liability for the distribution of net earnings;
3. To retire, at par value plus unpaid accrued dividends thereon, if any,
the five and one-half percent (51/2%) and the six percent (6%) preferred stock;
4. To retire, at par value plus unpaid accrued dividends thereon, if any,
all other preferred stock of the Association, in the order and in accordance
with such priority as may be provided for by the terms and provisions of the
outstanding certificates therefor;
5. To pay all patronage refunds payable from current net earnings; and
6. All remaining assets, if any, shall be distributed among the holders of
common stock and associate member common stock or other capital credit(s) in
proportion to the amounts thereof held by each.