Draft - February 15, 2001
KENTUCKY
PRECISION AGRICULTURE NETWORK, INCORPORATED
BYLAWS
ARTICLE
I
CORPORATE
OFFICERS
The principal office of the Corporation in the Commonwealth of Kentucky
shall be located at % Scott A. Shearer, Biosystems and Agricultural Engineering,
128 Agricultural Engineering Building, University of Kentucky, Lexington, KY
40546-0276. The Corporation may have such other offices either within or without
the Commonwealth of Kentucky as the Board of Directors may designate or as the
business of the Corporation may require from time to time.
ARTICLE
II
PURPOSES
AND POWERS
The purposes for which this organization is formed and the powers which this
organization may exercise shall be as set forth in the Articles of
Incorporation.
ARTICLE III
NAME
The name of this organization shall be the Kentucky Precision Agriculture Network, hereafter referred to as KPAN.
ARTICLE IV
OBJECTIVES
General Objective. KPAN is organized and shall be operated as a public benefit corporation exclusively for charitable, educational, or scientific activities.
Specific Objectives. KPAN will identify new technologies practical for precision agriculture with consideration to financial returns to producers. KPAN will identify agronomic practices that reduce economic/environmental risks thus promoting stewardship of land and water resources through complete systems of land management. KPAN will serve as a membership network that provides a venue for members to share agricultural research experiences with each other.
ARTICLE V
MEMBERS
Annual
Meeting. The Annual Meeting of the Members of the Corporation shall be held
at a place to be selected by the Board of Directors for the purposes of
electing Directors and for the transaction of such other business as may be
properly brought before the Meeting. In the event that such Annual Meeting
is omitted by oversight or otherwise, the Directors shall cause the Meeting
in lieu thereof to be held as Soon thereafter as convenient Upon ten (10)
days written notice, which notice shall state the time and place and the
objects for which such Meeting is called. Any business transacted or
elections held at such Meeting shall be as valid as if transacted or held at
the Annual Meeting.
Special
Meetings. Special Meetings of the Members shall be called at any time upon
written request of any Director or of twenty percent (20%) of the Members.
It shall be the duty of the Secretary to call a Special Meeting of the
Members to be held at such time as the Secretary may fix not less than ten
(10) nor more than thirty-five (35) days after the receipt of said request
and if the Secretary shall neglect or refuse to issue said call, the
Director or Member making the request may do So.
Notices.
Written notice of the time, place, and purpose of the Annual Meeting shall
be given to all Members entitled to vote at such Meeting at least ten (10)
days prior to the date named for the Meeting. Notice shall be mailed to a
Member at his address appearing on the books of the Corporation unless he
shall have filed with the Secretary of the Corporation a written request
that notice intended for him be mailed to some other address in which case
it shall be mailed to the address designated in such request. Written notice
of the time, place and purpose of the Special Meeting of the Members shall
be mailed at least three (3) days prior to such Meeting to each Member of
record entitled to vote. (NOTE: Not part of document. If the notice for
Special Meeting is to be less than ten (10) days, it must be placed in the
Articles of Incorporation. This provision in the Bylaws is not sufficient
under the Statute.)
Voting
Rights. Each Member entitled to vote at any Meeting shall have one vote in
person or by proxy duly authorized in writing and filed with the Secretary
of the Corporation. The validity of every unrevoked proxy shall cease eleven
(11) months after the date of its execution unless some other definite
period of validity shall be expressly provided therein, but in no event
shall a proxy, unless coupled with interest, be voted on after three (3)
years from the date of its execution. The revocation of a proxy shall not be
effective until the Secretary of the Corporation has received notice of such
revocation.
Waiver
of Notice. Notice of any Member's meeting may be waived in writing by any
Member at any time before or after the Meeting.
Quorum
of Shareholders. The presence in person or by proxy of the holders of a
majority of the voting power of all Members shall constitute a quorum and
the Members present at a duly organized Meeting can continue to do business
until adjournment notwithstanding the withdrawal of enough Members to leave
less than a quorum.
ARTICLE VI
DIRECTORS
General
Powers. The business and affairs of the Corporation shall be managed by its
Board of Directors.
Number,
Tenure, and Qualifications. The Board of Directors of the Corporation shall
consist of six (6) Directors. The six Members of the Corporation. Directors
shall serve until their respective successor is elected and has accepted the
election.
Board
of Directors. The Board of Directors shall be elected by the Membership with
careful consideration of both geographical distribution within the state,
production volume, and agribusiness interest. Thereafter, at each Annual
Meeting, two (2) Directors shall be elected to a three (3) year term to
succeed the two (2) Directors whose terms expire. A Director may be
re-elected. The Board of Directors during its first year of office shall set
up a procedure for nominating and electing Members of the Board of
Directors. The Board of Directors shall act as or designate a Nominating
Committee representative of geographical areas of the state, production
volume, and agribusiness. The Committee shall recommend a slate of two (2)
Directors at each Annual Meeting. Additional nominations may be made by
Membership at the Annual Meeting. Election of new Directors shall be by
majority vote of the Membership at the Annual Meeting.
Regular
Meetings. A Regular Meeting of the Board of Directors shall be held without
other notice than these Bylaws immediately after and at the same time as the
Annual Meeting of the Members. The Board of Directors may provide by
resolution the time and place, either within or without the Commonwealth of
Kentucky for the holding of additional Regular Meetings without other notice
than such resolution.
Special
Meetings. Special Meetings of the Board of Directors may be called by or at
the request of the President or any two (2) Directors. The person or persons
authorized to call a Special Meeting of the Board of Directors may fix any
place, either within or without the Commonwealth of Kentucky, as a place for
holding such Special Meetings of the Board of Directors called by them.
Notice.
Notice of any Regular Meeting of the Board of Directors may be given and
notice of any Special Meetings shall be given at least two (2) days prior
thereto by written notice delivered personally or mailed to each Director at
his business address or by telegram. Any Director may waive notice of any
Meeting and the attendance of a Director at a Meeting shall constitute a
waiver of notice at such Meeting except where a Director attends a Meeting
for the express purpose of objecting to the transaction of any business
because the Meeting is not lawfully called or convened. Notice or waiver of
notice of any Meeting of the Board of Directors of the Corporation need not
specify the business to be transacted at such Meeting nor the purpose
thereof.
Vacancies. When any vacancies shall occur on the Board of Directors by reason of the death, resignation, or otherwise, the remaining Directors shall appoint a Director for the geographical area vacated and from the same class of Membership who shall serve until the next annual election and until his successor shall be duly elected and qualified unless sooner displaced.
Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business.
ARTICLE
V
OFFICERS
Number. The Officers of the Corporation shall be a
President, Secretary, and Treasurer. In addition to the above designated
Officers, the Board of Directors shall have authority to elect such other
Officers as may be needed for the orderly functioning of the Corporation.
Election and Term of Office. The Officers of the
Corporation to be elected
by the Board of Directors shall be erected annually by the Board of
Directors at the first Meeting held after each Annual Meeting of the
Members. If the election of Officers shall not be held at such Meeting, such
election shall be held as soon thereafter as is reasonably possible. Each
Officer shall hold office until his successor shall have been duly elected
or shall have qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided.
Removal and Vacancy. Any Officer elected or appointed by
the Board of Directors
may be removed by the Board of Directors whenever, in its judgment, the best
interest of the Corporation would be served thereby, with or without cause,
but such removal shall be without prejudice to the contract rights, if any,
of the person so removed. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.
Proxy Voting. No proxy voting shall be allowed for the
purpose of electing
Officers and Directors of the Corporation. But Members of the Executive
Committee only may vote by proxy on other matters when deemed absolutely
necessary by the majority of the Members of the Executive Committee.
Meetings. There will be a minimum of one (1) Meeting of
the full Board of
Directors and Officers during any twelve (12) month period. One Meeting will
coincide with the Annual Meeting of the Membership.
ARTICLE
VI
DUTIES
OF THE DIRECTORS
Generally. The Board of Directors shall have general
supervision and control
of the affairs of the Corporation and shall make all rules and regulations
not inconsistent with law or with the Bylaws for the management of the
business and the guidance of the Members, Officers, Employees, and Agents of
the Corporation. The Board of Directors shall require proper records to be
kept of all transactions.
Power of Board of Directors. The Board of Directors shall
have the power
to employ or to authorize the employment of an Executive Officer, and/or
Assistant Secretary- Treasurer, and to fix compensation of all Employees.
The Executive Officer shall manage the business of the Corporation under the
direction of the Board of Directors. The Assistant Secretary- Treasurer
shall assist the Secretary and the Treasurer with their duties as needed.
Bond. The Board of Directors may require the Executive
Officer and all other
Officers, Agents, and Employees charged by the Corporation with
responsibility for the custody of any of its funds or negotiable instruments
to give adequate bond. Such bond(s), unless cash secured is given shall be
furnished by a responsible bonding company and approved by the Board of
Directors. The cost thereof shall be paid out of corporate funds.
Audits. At the end of each fiscal year the Board of
Directors shall secure the services of a competent certified public
accountant who shall make an audit of the books and accounts of the
Corporation and render a report in writing thereon which report shall be
open to the Membership of the Corporation. No audit report shall be made to
the Auditor of the Commonwealth of Kentucky.
Depositories for Funds. The Board shall designate the
depositories for funds
of the Corporation. No funds of the Corporation shall be invested unless
such investment is guaranteed by an agency of the Commonwealth of Kentucky
or by an agency of the United States government.
ARTICLE
VII
DUTIES
OF THE OFFICERS
President. The President shall be the Chief Executive
Officer of the Corporation
and subject to the control of the Board of Directors, shall in general
supervise and control all the affairs of the Corporation. He shall preside
at all Meetings of Members and Directors. He shall sign or countersign all
certificates, contracts, and other instruments of the Corporation as
authorized by the Board of Directors. He shall call Special Meetings of the
Board of Directors as needed. The President shall make reports to the Board
of Directors and Members and shall perform all other duties as are incident
to his office or properly required of him by the Board of Directors.
Secretary. The Secretary shall keep accurate minutes of
all Meetings of the
Members and of the Board of Directors and shall perform all the duties
incident to his office and shall perform such other duties and have such
powers as the Board of Directors shall designate. The Secretary shall have
power, together with the President or Vice-President, to sign certificates
of the Corporation. In the absence of the Secretary , an Assistant Secretary
or a Secretary Pro Tempore shall perform his duties thereat. Upon the
election of his successor, the Secretary shall turn over to such successor
all books and other property belonging to the Corporation which he may have
in his possession.
Treasurer. The Treasurer shall have the custody and
responsibility for all
funds and security of the Corporation and shall keep accurate books of
account of the Corporation's transactions which shall be the property of the
Corporation. Such books, together with all other corporate property in the
possession of the Treasurer shall be subject at all times to the inspection
and control of the Board of Directors. He shall disburse the funds of the
Corporation in payment of the just demands against the Corporation or as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursement and shall render to the Board of Directors from time to time as
may be required of him an account of all his actions as Treasurer and of the
financial condition of the Corporation. He shall perform all duties incident
to his office or which are properly required of him by the Board of
Directors.
ARTICLE
VIII
EXECUTIVE
COMMITTEE
Membership. The President, Secretary , and Treasurer
shall constitute the
Executive Committee.
Removal and Powers. Any member of the Executive Committee
who fails
to attend more than two (2) consecutive Committee Meetings without
satisfactory explanation may be replaced by the Executive Committee. The
Board of Directors shall determine their powers and duties. The powers and
duties of the Executive Committee shall be all of those powers and duties of
the Board of Directors subject to the general direction, approval, and
control of the Board of Directors. The Executive Committee may exercise all
the powers of the Directors except to approve an Amendment of the Articles
of Incorporation or a plan of merger or consolidation and may authorize the
seal of the Corporation to be affixed as required. The Executive Committee
may make rules for the holding and conducting of its Meetings, the notice
thereof required, and the keeping of its records.
ARTICLE
IX
CHECKS,
NOTES, ETC.
All checks and drafts on the corporate
banking accounts and all bills of exchange,
promissory notes, acceptances, obligations, and other instruments for the
payment of monies shall be signed by such Officer or Officers, Agent or Agents,
as shall be thereunto duly authorized from time to time by the Board of
Directors of the Corporation.
ARTICLE
X
CORPORATE
SEAL
The Board of Directors may by
resolution choose to provide a corporate seal which shall be circular in form
and shall have inscribed thereon the name of the Corporation, the state of
incorporation, the words "Corporate Seal."
ARTICLE XI
AMENDMENTS
These Bylaws may be altered, amended,
or repealed and new Bylaws may be adopted
by two-thirds (2/3) of the Board of Directors at any Regular or Special Meeting
of the Board of Directors.
ARTICLE XII
BOARD
ACTION WITHOUT A MEETING
Any action required or permitted by
law to be taken at a Meeting of the Board of Directors may be taken without a
Meeting if a consent in writing prior to or subsequent to the action setting
forth the action so taken shall be signed by all the Directors and made a part
of the corporate records.
ARTICLE
XII
FISCAL
YEAR
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December of each year.
ARTICLE XIV
DISSOLUTION OF THE CORPORATION
Upon dissolution of the Corporation the real property shall be sold and all monetary and other assets remaining after the payment of liabilities shall be distributed to one or more Universities or other charitable organizations that are selected and identified by the Board of Directors
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