ARTICLE I

NAME:

The name of this Association shall be the NORTHWEST ALFALFA SEED GROWERS ASSOCIATION.

ARTICLE II

OBJECTIVES:

1. Protect, stimulate and aid in projects of interest to and for the benefit of alfalfa seed growers.
 
2. Provide for the correlation and dissemination of useful and helpful information to alfalfa seed growers associations and alfalfa seed growers in general.

ARTICLE III

MEMBERSHIP:

Membership in this Association:
 
1. Regular members. Members who are members of participating associations.
 
2. Honorary members. Shall be individual members, partnerships, and/or associations
who have done outstanding service to the alfalfa seed industry and are so recognized by official action of the Directors of this Association.
 
3. Ex-Officio members.
 
(1) County Agents or University personnel working with respective participating associations may be ex-officio members of the Board of Directors. (2) One representative of the Seed Industry (a dealer) will be selected by the industry to serve as an ex-officio member of the Board of Directors.
 
4. The Board of Directors may at any time create additional categories of membership and set annual dues for each category.

ARTICLE IV

OFFICERS:

1. The Board of Directors of this Association shall consist of one (1) duly appointed member from each participating State Association and one (1) appointed member from each participating State Commission (or Seed Council). The President and Chairman of each participating association and Commission may appoint alternate directors who in the absence of the appointed director may assume the duties of the director and vote. Alternate directors may be ex-officio or honorary members.
 
2. The officers of this Association, President, Vice President, Secretary, and Treasurer, shall be elected from the Board of Directors at the Annual Meeting of the Association.
 
A. Both the Secretary and the Treasurer may be ex-officio members of the Association and may be elected and/or appointed by the Association on a continuing basis.

ARTICLE V

TERM OF OFFICE:

1. The term of office of the Directors shall be at the discretion of the participating State Associations and Commissions. Directors are to be appointed for the participating organizations each year with the notification of those appointments to be given to the Northwest Alfalfa Seed Growers Association at the Winter Seed Conference.
 
2. The term of office of the Association officers shall be for a period of one (1) year. They may be re-elected to succeed themselves by a vote of the Association for a period of three (3) terms maximum. All member states are requested to submit nominees for the Board of Directors officers.

ARTICLE VI

DUTIES OF THE DIRECTORS AND OFFICERS:

1. The Board of Directors shall have charge of all meetings of the Association, arranging for, fixing the time and place for the annual and/or other meetings, and preparing suitable programs for these meetings.
 
2. It shall be the duty of the President, and in his absence, the Vice President, to preside over all meetings. In the absence of both the President, and the Vice President, the Secretary shall call the assembly to order and shall proceed to elect a President Pro-Tem.
 
3. It shall be the duty of the Secretary to keep the records of the Association and carry on general correspondence of the Association. It may be advisable to select as Secretary someone from the same participation association as the current President of the Association.
 
4. It shall be the responsibility of the Treasurer to receive all monies due the
Association and pay bills. The Treasurer shall bill each State Association for back dues on a quarterly basis until all states are current on dues. The Treasurer shall have the Association's financial books audited once per year to comply with the Articles of Incorporation. The audit may be done by an accountant or by a committee composed of one member per state appointed by the President.
 
5. The Vice President of the Association shall present a proposed budget for the following year to the Board of Directors at the Annual Meeting at the Winter Seed School.
 
6. The Winter Seed School Chairman should, if possible, attend the Seed School the year prior to his state being host. The chairman should also plan to attend all Board of Directors meetings during the planning year and the first meeting following the school. The final meeting is for the purpose of presenting the final report of the Seed School. This person may be the State President or anyone who is selected by the host state.
 
7. The Board of Directors may at any time elect to hire an administrator to facilitate the operation of the Association. The duties of the Administrator and fees for services rendered will be specified and authorized by the Board and may be changed or altered at any time by action of the Board.
 
8. It is recognized, that some of the duties assigned to the various officers, may now be delegated to the Administrator by action of the Board of Directors.

ARTICLE VIII

ELECTIONS:

All elections shall be conducted in the manner prescribed by a majority of those persons eligible for voting who are present.
 
Members of the Board of Directors, appointed from participating associations shall be the only persons entitled to vote (except as noted in Article IV, Item 1).

ARTICLE VIII

COMMITTEE:

The President, with the consent of the Directors, may appoint such Special Committees as he deems advisable to further the purposes of this Association.

ARTICLE IX

QUORUM FOR CONDUCTING BUSINESS:

The Board of Directors present at any Directors meeting shall constitute a quorum for the conducting of business, provided a written notice of the meeting has been mailed to all Directors of record at least ten (1 0) days prior to the Directors meeting.

ARTICLE X

MEMBERSHIP DUES:

1 - Dues. Each participating association shall be assessed $1 00.00 by the Treasurer of the Association upon becoming part of the Association and $100.00 yearly dues each subsequent year.

ARTICLE XI

MEETINGS OF THE ASSOCIATION:

The Association shall meet quarterly each year or on call of the President or as set by the Board of Directors. The Annual Meeting shall be held in conjunction with the Winter Seed School each year.

ARTICLE XII

WINTER SEED SCHOOL:

1. The Winter Seed Conference shall be staged each year by the Northwest Alfalfa Seed Growers Association in cooperation with participating State Associations on a rotating basis. Any State Association may waive its turn, whereupon, the Board of Directors may elect to stage the Conference through an appointed Conference Committee, or, may invite the next State in rotation to participate.

The sequence of rotation:

Nevada
Washington
Montana
Idaho/Oregon

2. Certain Winter Seed Conference services may be provided on an on-going basis by the Northwest Association. The Association will provide guidelines that will outline the functions to be provided by the Northwest Association and those which are the responsibility of a participating Sate Association.
 
3. The Northwest Association shall set a fee for services rendered to the Northwest Winter Seed Conference which will then become a part of the expense of the conference.

ARTICLE XIII

WINTER SEED CONFERENCE FUNDS:

1. When a State Association is a participant in the Winter Seed Conference, any net profits resulting from that Conference will be shared as follows: 50% to the Northwest Association and 50% to the State Association.
 
2. The Northwest Alfalfa Seed Growers Association shall assume any responsibility for paying debts should the Winter Conference show a loss.

ARTICLE XIV

AMENDMENTS:

These By-Laws may be changed at any regular meeting by a two-thirds majority vote of all active Directors present, provided such notice of proposed change had been mailed by the Secretary to all Directors, at least 1 0 days prior to the date of the meeting and provided such a notice is read by the Secretary announcing the change at the first subsequent meeting of the Association following the adoption of the amendment.

ARTICLE XV

DISSOLUTION:

In the event of a dissolution of the Association, Association funds shall be divided equally among participating association after all expenses have been met and participation associations' dues have been paid.

ARTICLE XVI

EQUAL OPPORTUNITY:

The Northwest Alfalfa Seed Growers Association offers equal opportunity in all programs and events, regardless of race, color, or national origin.

The foregoing By-Laws were duly adopted as amended by the Board of Directors of the Northwest Alfalfa Seed Growers Association on January 21, 1990 in Pasco,
Washington and revised January 26, 1998 at the Northwest Alfalfa Seed Growers Association Winter Seed Conference in Pasco, Washington.