You need to have the Adobe Flash Player installed to see this calendar.


BY-LAWS OF THE
MACOMB COUNTY FARM BUREAU, INC.
Organized under the provisions of Sections
117 to 132 inclusive of Act 327 of the
Public Acts for Michigan, A.D., 1931 as amended
Amended l0-13-76; 02-24-89; 04-08-97;
9-10-02; 10-19-04; 9-18-07


ARTICLE I - MEMBERSHIP

*Section 1. Membership Qualifications. Only persons engaged in the production of agricultural and horticultural products, including leases and tenants of land used for the production of such products, or lessors and landlords who receive as rent all or any part of the crop raised on the leased or rented premises, or the proceeds thereof, and anyone so deemed by the county Board of Directors to have a vested interest in the production of agriculture, shall be eligible for membership in this association, upon the approval of the membership application of such applicant at the direction of the Board of Directors, provided, however, that any persons who have been members for a period of five consecutive years immediately prior to retiring from farming, and who does not take other full-time employment, shall be eligible to continue thereafter, as members, as long as an unbroken record of payment of dues is maintained.

Section 2. Family Membership. Membership in this association shall be a family membership, which includes the husband, wife and minor children, provided that an unmarried minor shall be included in his or her family membership until the age of 21, and provided further, that married minors must qualify as a family membership.

Section 3. Associate Memberships. Other persons interested in agriculture may become associate members by making application, and, if accepted by the Board of Directors, upon execution of the membership agreement, will be entitled to the rights of membership, excepting the right to vote.

Section 4. Term of Membership. The term of membership for any member of this association shall continue only during the term for which his dues are fully paid and accepted by the association, and such member fulfills all other qualifications and requirements.

Section 5. Obligations of Membership. Persons becoming members or associate members of this association shall be bound by the provisions of these by-laws, the articles of incorporation and the rules and regulations adopted by this association.

Section 6. Transfer of Membership. Each member shall be entitled to a certificate of membership signed by the President of Michigan Farm Bureau. Membership shall not be transferable by assignment, sale or inheritance. (As amended December 14, 1973).

Section 7. Expulsion. Any member may be expelled from this association, and his membership cancelled for flagrant and persistent violation of the by-laws, rules, and regulations of this association, or for engaging in any course of conduct inimical and hostile to this association and the purposes for which it was formed. Ten (10) day's written notice must be given such member, requesting him to appear before the Board of Directors to make answer to charges upon which the claim for expulsion is based. If, after hearing, the Board of Directors finds that the charges are true, they may expel the member from membership in the association, or suspend his voting rights herein for such time as the Board of Directors may determine. Upon expulsion, all interest of the expelled member in this association and in its property and business, shall cease.

Section 8. Reinstatement. In the event that a member of the association having once been expelled, as herein provided, shall rectify the situation upon which his expulsion was based to the satisfaction of the Board of Directors, the said Board of Directors shall have authority to determine the manner and means by which such member may be reinstated in the association.

ARTICLE II - MEETING OF MEMBERS - VOTING RIGHTS

Section 1. Annual Meeting. The annual meeting of this corporation shall be held at such time and place as determined by the Board of Directors for the purpose of electing directors whose terms expire and conducting such other business as may properly come before the meeting. Written notice of said meeting shall be given by the secretary to each member at his post office address as the same appears on the books of the corporation not less than five (5) days previous to the date of such meeting.

Section 2. Special Meetings of Members. A special meeting of the members may be called at any time by the president and shall be called by the secretary on the written request of any three directors. The method by which such meeting may be called is as follows: Upon receipt of a specification in writing setting forth the date and object of such meeting, signed by the president, or by three directors, the secretary shall prepare, sign and mail a notice requisite to such meeting. Such notice shall be signed by the written, stamped, typewritten or printed signature of the secretary. Notice of such special meeting shall be given as provided in Section 1 of this Article at least five days before the date of such meeting. Such notice shall state the nature of the business to be transacted.

Section 3. Quorum. Subject to the provisions of the Act under which this corporation is organized in respect to the vote which may be required by law for a specific action, (10) percent or (30) voting members, whichever is smaller, who may be present at any meeting, shall constitute a quorum. For this purpose, the husband and wife, under a family membership shall each be considered a voting member.

Section 4. List of Members. A list of voting members shall be maintained in the corporation office at all times. Such list shall be open at the office of the corporation at least (10) days before such meeting and shall be available at the place of holding the meeting for the examination of any member eligible to vote.

Section 5. Voting Rights. Each member shall have one (1) vote upon any questions presented for action at any meeting of the members; provided, however, that in the case of a family membership, the husband and wife shall each be entitled to one (1) vote. There shall be no voting by proxy, but a mail ballot or consent may be used in cases where the statute requires that certain action be taken by the larger number of members that is specified in these by-laws.

Section 6. Order of Business at Meeting of Members. The order of business at the meeting of the members shall be as follows:
a. Reading of notice and proof of mailing
b. Report of Credentials Committee and declaration of Quorum
c. Reading of minutes of last preceding meeting
d. Report of President
e. Report of Secretary
f. Report of Treasurer
g. Committee reports
h. Election of directors
i. Unfinished business
j. New business
k. Adjournment

In the absence of any objection, the presiding officer may vary the order of business at his discretion.

 

ARTICLE III - BOARD OF DIRECTORS

Section 1. Number of Directors and Basis of Representation. The business, property and affairs of this corporation shall be managed by a board of directors not to exceed eleven (11) in number. For the purpose of representation, directors shall be elected from the county at large. In addition, there shall be a director from the Farm Bureau Promotion & Education Committee and a director from the Farm Bureau Young Farmer Committee. Election of all directors shall be by a vote of the membership at the County Farm Bureau Annual Meeting.

Section 2. County Young Farmer Committee. The Macomb County Young Farmer Committee shall be entitled to nominate one member as its chairperson and to serve on the board of directors. In the case that the Young Farmer Committee does not take action, the Board of Directors may appoint a director.

Section 3. County Promotion & Education Committee. The Macomb County Promotion & Education Committee shall be entitled to nominate one member as its chairperson and to serve on the board of directors. In the case that the Promotion & Education Committee does not take action, the Board of Directors may appoint a director.

Section 4. Terms of Directors. Directors as defined in this article shall be elected to serve for terms of three (3) years. The representative of the County Farm Bureau Promotion & Education and the County Farm Bureau Young Farmer Committee shall each serve for a term of one year. Any director may, if reelected, continue to serve on the Board of Directors for not more than two (2) consecutive full terms, but may again become a candidate for election after a lapse of any one year.

Section 5. Procedures for Nominating Candidates to the Board of Directors. The County Board shall appoint a Nominating Committee to prepare a slate of nominees who shall be nominated from the county at large. Printed ballots shall be used, in form permitting addition of names of nominees nominated from the floor. Directors shall be nominated by the committee with additions possible from the floor at the Annual Meeting.

At all meetings of the members at which directors are to be elected, the entire number of directors to be elected shall be balloted for at one and the same time and not separately. A plurality of the votes actually cast at meetings at which a quorum is present at the time the vote is taken shall determine the election even if the members present who had an opportunity to vote refrain from so doing.

Section 6. Qualifications for Board Eligibility. All candidates for directors shall be regular members of the Michigan and the Macomb County Farm Bureaus. No member shall be elected as a director who is a full-time employee paid by salary or commission by this organization, or any organization associated or affiliated with it, the Michigan Farm Bureau, or any county Farm Bureau, or any insurance company or organization sponsored by the Michigan Farm Bureau, or a full time employee of a municipal corporation; or any person elected to and serving in a county, state or national elective office.

Section 7. Vacancies. Vacancies on the Board of Directors shall be filled by appointment made by the remaining directors. The Board may declare the position of director vacant if a director is absent from 3 consecutive board meetings without due cause. Each person so appointed to fill vacancies shall have the same qualifications as provided for directors in the first instance, and shall remain a director until the previous directors' term expires. A vacancy in the office of the director designated by the Macomb County Young Farmer Committee or the Macomb County P&E Committee, shall be filled by the committee affected or the Board of Directors.

Section 8. Action by Unanimous Written Consent. If and when directors shall severally or collectively consent in writing to any action to be taken by the corporation such action shall be as valid corporate action as though it had been authorized at a meeting of the Board of Directors.

Section 9. Power to Elect Officers. The Board of Directors shall select a president, and a vice-president which shall be members of said board.

Section 10. Power to Appoint Officers and Agents. The Board of Directors shall have power to appoint such other officers, agents, and committees as the Board may deem necessary for the transaction of the business of the corporation.

Section 11. Appointment of Executive Committee. Annually, the Board of Directors shall appoint, an Executive Committee to consist of the President, Vice-President and one other member of the Board. Said Executive Committee shall act in the interim between the regular Board. Said Executive Committee shall act in the interim between the regular meetings of the Board, and shall exercise such powers, and authority as the Board by resolution, may direct. (It is suggested that at least one member elected to this committee shall have served on this committee previously.)

Section 12. Removal of Officers and Agents. Any officer, staff or agent of the board may be removed by 2/3 vote of the seated Board of Directors whenever the judgment of the Board and the business interests of the corporation will be served thereby.

Section 13. Delegation of Powers. For any reason deemed sufficient by the Board of Directors, whether occasioned by absence or otherwise, the Board may delegate all or any of the powers and duties of any officer to any other officer or director, but no officer or director shall execute, acknowledge or verify any instrument in more than one capacity.

Section 14. Power to Require Bonds. The Board of Directors may require any officer or agent to file with the corporation a satisfactory bond conditioned for the faithful performance of his duties. Premiums on such bonds shall be paid by this corporation.

Section 15. Compensation. The compensation of directors, officers and agents of the board may be set by the board.

Section 16. Organization meeting of the Board. At the time and place as determined by the Board of Directors to be, not later, than the next monthly scheduled board meeting.

Section 17. Regular Meetings of the Board. Regular meetings of the Board of Directors shall be held monthly. Special meetings of the Board of Directors may be called by the President at any time by any means of communication of the time, place, and purpose thereof to each directors as the President, in his discretion shall deem sufficient, but action taken at any meeting shall not be invalidated for want of notice if such notice shall be waived by telegram or in writing, either before or after such meeting has been held.

Section 18. Quorum of Directors. A majority of the directors shall constitute a quorum.

Section 19. Delegates. In the event this County Farm Bureau shall be informed that it is entitled to send delegates to the Annual Convention of Delegates of the Michigan Farm Bureau, the Board of Directors is hereby authorized to appoint and/or elect such delegates.

Section 20. Borrowing Money. The Board of Directors of this corporation is authorized and empowered through its duly accredited officers, to borrow money when necessary for the operation of its business, and to issue the promissory note, bond or certificate of indebtedness of the corporation for repayment thereof with interest and may, in like case, mortgage its property, both real and personal as security for its debts or other lawful obligations.

Section 21. Community Action Groups. The Board of Directors shall have authority to promote and sponsor the formation of Community Action Groups among its membership and such groups shall be recognized parts of this organization.

ARTICLE IV - DUTIES OF OFFICERS

Section 1. President. The President shall be selected by and from the membership of the Board of Directors. He/she shall preside over all meetings of the Board and of the members. He/she shall see that all orders and resolutions of the Board are carried into effect. He/she shall be ex-officio member of all regular and special committees and shall have the general power and duties of supervision and management usually vested in the office of the president of a corporation.

Section 2. Vice-President. The vice-president shall be chosen from the membership of the Board. Such vice-president shall perform the duties and exercise the powers of the president during the absence or disability of the president.

Section 3. Secretary. The secretary shall attend all meetings of the members, the Board of Directors, and the Executive Committee, and shall preserve in books of the corporation true minutes of the proceedings of all such meetings. He/she shall safely keep in his/her custody the seal of the corporation and shall have authority to affix the same to all instruments authorized by statute, by-laws, or resolution. He/she shall perform such other duties as may be delegated to him/her by the Board of Directors or by the Executive Committee.

Section 4. Treasurer. The treasurer shall have custody of all corporate funds and securities and shall keep in books belonging to the corporation full and accurate accounts of all receipts and disbursements; he/she shall deposit all moneys, securities and other valuable effects in the name of the corporation in such depositories as may be designated for that purpose by the Board of Directors.

He/she shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors at the regular meetings of the Board, and whenever requested by them an account of all his/her transactions as treasurer and of the financial conditions of the corporation.
A. *Any checks written over $1,500 must be approved by the President or member of the Executive Committee with the exception of:
1. Michigan Farm Bureau and it's Family of Companies
2. BCBS
3. Payroll

If required by the Board, he/she shall deliver to the President of the corporation and shall keep in force a bond, in form, amount, and with a surety or sureties satisfactory to the Board, conditioned for faithful performance of the duties of his/her office and for restoration to the corporation in case of his/her death, resignation, retirement or removal from office; of all books, papers, vouchers, money and property of whatever kind in his/her possession or under his/her control belonging to the corporation.

ARTICLE V - MEMBERSHIP DUES

Section 1. Membership Dues. Members of this corporation shall pay annual membership dues in such amount as shall be determined by the operating agreement currently in use with the Michigan Farm Bureau, and such service fees and/or handling charges for services rendered as may be established from time to time by the corporation.

Section 2. Termination of Membership. Any member in default in payment of dues shall be automatically terminated from all privileges of membership.

Section 3. Accounting in Event of Cancellation of Membership. This corporation shall not be liable for an accounting to any member whose membership is terminated for any reason.

ARTICLE VI - EXECUTION OF INSTRUMENT

Section 1. Checks, etc. All checks, drafts, and orders for payment of money shall be signed in the name of the corporation and shall be countersigned by such officers or agents as the Board of Directors shall, from time to time, designate for that purpose.

ARTICLE VII - RIGHTS OF DISSOLUTION

Section 1. The paid-up members of this corporation on the date of dissolution shall be entitled to a pro-rated distribution of its assets upon dissolution, after the payment of all debts and the liquidation of all liabilities of this corporation.

ARTICLE VIII - FISCAL YEAR

Section 1. The fiscal year of this corporation shall begin on the first day of September and end on the thirty-first of August of each year.

ARTICLE IX - MACOMB COUNTY YOUNG FARMER PROGRAM

This association shall encourage and assist in the organization and formation of a Macomb County Young Farmer Program. The purpose of the Macomb County Young Farmer is to provide opportunities for leadership development, education, and to enable young farmers to be active, participating members of the Macomb County Farm Bureau. The Board of Directors of this association shall have full and direct responsibility for activating and developing the Macomb County Young Farmer Program and appointing a County Young Farmer Committee. The Board of Directors shall also have the power to appropriate and handle funds for the purpose of financing activities of the Macomb County Farm Bureau Young Farmer Committee, the necessary powers to conduct its activities, rendering reasonable assistance to the members of the committee to foster growth and development of the program.

ARTICLE X - MACOMB COUNTY PROMOTION AND EDUCATION COMMITTEE

This association shall encourage and assist in the organization of the Macomb County Farm Bureau Promotion and Education Committee which shall be responsible for developing and carrying out projects and programs for all of the members and various age groups of Macomb County Farm Bureau, such projects and programs should include, but not be limited to, health and safety, leadership training, agriculture in the classroom, current issues, commodity promotions, and consumer education.

ARTICLE XI - CORPORATE SEAL

If this corporation shall possess a seal, it shall be a disk, the outer edge of which shall bear the inscription MACOMB COUNTY FARM BUREAU, INC., MACOMB COUNTY, MICHIGAN.

ARTICLE XII - AMENDMENTS OF BY-LAWS

Section 1. Amendments, How Effected. These by-laws may be amended, altered, changed, added to or repealed, by the affirmative vote of a majority of such voting members as may be present at any regular or special meeting of the members, provided that a quorum is present and notice of proposed amendments, alteration, changes, additions to, or repeals, be contained in the notice of the meeting, or by the affirmative vote of a majority of the Board of Directors if the amendment is altered, changed, added to, or repealed by proposing it at a regular or special meeting of the Board of Directors and adopting it at a subsequent regular meeting, provided that, any by-laws or amendments made the affirmative vote of a majority of the Board of Directors as provided herein, may be amended, altered, changed, added to, or repealed by the affirmative vote of a majority of such members who are present at any regular or special meeting of the members; provided also however, that no change of the date for the annual meeting of members shall be made within thirty (30) days before the day on which such meeting is to be held, unless consented to in writing, or by a resolution adopted at a legally called meeting, either special or annual, at which a quorum is present.

ARTICLE XIII
These by-laws shall become effective upon approval of the Board of Directors and remain effective until amended.