1. The name of this organization shall be the "Midwest Nut Producers Council" (MNPC), hereinafter referred to as the "Council".

ARTICLE II— Incorporation

1. The Council shall be incorporated under the laws of the State of Michigan.

ARTICLE III— Mission Statement

1. The mission of the Midwest Nut Producers Council is the enhancement of the region’s commercial nut industry through education, research and promotion of nuts and the tree species and varieties that bear nuts.


1. The council shall be an organization with the purpose of promoting: 1) the establishment of nut and certain small fruit tree plantings in the region; 2) the best growing practices for nut trees in the region with respect to sustainable agricultural goals when at all possible; 3) scientific research in nut tree breeding and culture; 4) better production techniques; 5) nut and certain small fruit quality; and, 6) marketing in terms of the education of the producer, the retailer and the general public. The Council shall provide assistance and services to aid in the success of its members’ activities.

ARTICLE V— Membership Qualification, Classification, Funding and Meetings.

Section 1— Qualification
1. Any individual, company, firm, or corporation interested in the general purpose of the Council shall be eligible for membership. Each member company, firm, or corporation, shall designate an individual to represent it in the affairs of the Council, who shall be considered to be a member for the purpose of holding office or serving on the Board of Directors of the Council or any of its committees.

Section 2 — Classification
1. There shall be two (2) classes of membership, Regular and Associate.

a) Regular — Any grower, nursery, business or marketing institution interested in the mission of the Council.

b) Associate — Any person whose primary interest in the organization is through nut tree research, education, extension, or those students enrolled in an active accredited program studying in the aforementioned interests.

Section 3—Funding.
1. Regular and Associate members shall pay dues to the Council. Dues for Regular and Associate members shall be at such rate, or rates, as may be established and changed from time to time by the Board of Directors.

2. The Council shall solicit donations from members or corporations for its mission.

3. The Council shall solicit grant support from various governmental agencies for support of its purpose and mission.

4. The Council shall offer for donation and/or sale materials that will aid the members in accordance with the purpose and mission of the Council.

5. Other sources of funding for the Council shall be solicited as directed by the Board of Directors.

Section 4—Meetings.
1. At least one meeting shall be held each year for the members of the Council. This meeting shall be designated the Annual Meeting of the Members. Nomination and election of the new members of the Board shall take place at this meeting. Other activities that may take place at the Annual Meeting of the Members are officer reports, committee reports, scientific and educational presentations, and other reports pursuant to the mission and purpose of the Council.

2. A quorum at the annual meeting shall consist of not less than one fourth (1/4) of the current members of the Council.

ARTICLE VI— Board of Directors.

Section 1— Board Composition.
1. The total Board of Directors size shall be no larger than twelve (12) Regular members and shall consist of not less than three (3) Regular members. No single company, firm, or corporation, shall be represented by more than one (1) member on the Board.

2. Up to three Board members, shall be elected from within each district which is defined as the geographic boundaries periodically drawn by the Board, but no more often than once per calendar year.

3. An Executive Director, if hired, shall be an ex-officio member of the Board, without vote.

Section 2 — Terms of Office.
1. Directors will be elected at each annual meeting of the members; a term shall consist of three (3) years. On the first Board of Directors, one third of the Board members will serve a three (3) year term, one third will serve a two (2) year term, and one third will serve a one (1) year term. Members of the Board may serve not more than three (3) consecutive three year terms.

Section 3-- Election.
1. The voting for the Board of Directors shall be on the basis of one (1) vote per Regular member.

Section 4-- Nominating and Election Procedure.
1. A Nominating Committee consisting of two council members shall be appointed by the Board Chairman, subject to the Board of Directors approval, at least 30 days prior to the election, whose duty shall be to present a slate of Regular member candidates to serve a term on the Board to replace those retiring Directors.

2. Additional names of candidates for Directors can be nominated and presented to the Nominating Committee at the annual meeting of members. Nominations must include written or oral statements of willingness to serve. The Nominating Committee shall make the final determination of those nominees to appear on the final ballot at the annual meeting. If a quorum of members is not present at the annual meeting, the ballot must be mailed to the Council’s members. The election will be considered over 14 days after the ballots have been mailed regardless of the number of members returning ballots. The candidates receiving the majority of votes of those members voting shall be considered elected.

Section 5— Meetings.
1. Regular meetings of the Board of Directors shall be held not less than two (2) times per year, upon reasonable notice and at such time and place within the Midwest as may be indicated by the President. Special meetings of the Board of Directors may be called, upon reasonable notice, by the
Chairperson or any majority of the Board.

Section 6— Quorum.
1. A quorum at any regular or special meeting shall consist of not less than 50% plus one of the current members of the Board.

Section 7 — Powers.
1. The Board of Directors shall govern the affairs of the Council and may exercise all the powers conferred on it by the provisions of the Articles of Incorporation, these Bylaws, and Rules and Regulations that may be adopted by the Board from time to time.

Section 8 — Resignations/Vacancies/Absences.
1. Any Board member may resign his/her office, at any time, by delivering a written resignation to the President, for acceptance by the Board. Any vacancy may be filled by Board appointment of a Regular member in good standing by vote of the Board at the next regularly scheduled Board meeting. Any Board member with three (3) unexcused absences from scheduled Board meetings may automatically cease to be a Director. Under special circumstances, the previous sentence may be waived. An unexcused absence shall be defined as an absence where no verbal or written notification is received by the Council prior to the meeting.

ARTICLE VII— Officers.

1. The officers of the Council shall consist of a President, Vice President, Secretary and Treasurer. The President, Vice President and Secretary shall be made of Board members elected by the members of the Board at its first Board Meeting. The President shall serve as President for no more than three consecutive years and no more than 7 in 9 years. The Vice President and Secretary may serve the Board and Council for as long as they remain a member of the Board. A secretary may be chosen by the President from Council members present at a meeting for the expressed purpose of recording the minutes of a meeting when the Board appointed secretary is absent. This temporary position does not entitle the temporary secretary a voting position on the Board.

2. A Treasurer shall be solicited from the Council Regular membership and will have an automatic voting appointment on the Board. The Treasurer may be an elected Board member but shall not hold any other office on the Board as long as s/he is Treasurer. There is no term limit for the office of Treasurer, but every three years a solicatation for a new Treasurer shall be made made from Regular Council members.

3. A vacancy in any office shall be filled by the Board of Directors for the balance of the vacant term.

4. The duties of the officers shall be such as their titles, by general usage, would indicate and such as may be assigned to them respectfully by the Board of Directors.

5. The President shall have the authority to appoint special committees to expedite the activities of the Council.

6. The Vice-President shall perform such duties as assigned by the President, and/or the Board, and preside at all meetings, in the Chairpersons absence.

7. The officers shall be responsible for Board Development, hiring/firing an Executive Director, and other functions requiring action prior to the next Board meeting.

ARTICLE VIII — Fiscal Year and Audit.

1. The fiscal year of the Council shall be on a calendar year basis, January 1 through December 31.

2. The books and accounts of the Council may be audited annually by a Certified Public Accountant selected by the Board.

ARTICLE IX — Amendments.

1. These Bylaws may be amended at any regular, or special meetings of the Board of Directors of the Council then in office by a simple majority vote if the Board is composed of 5 or fewer Directors or by a two-thirds majority if the Board is composed of 6 or more Directors.

ARTICLE X — Rules of Order.

1. When not in conflict with the Bylaws of the Council, Robert's Rules of Order shall govern parliamentary procedures of the Council.

ARTICLE XI— Executive Director and Staff.

Section 1— Executive Director.
1. The Executive Director shall be the principle paid Executive of the Council. S/he shall be employed by the Board of Directors, on such terms, and for such compensation as the Board may determine. S/he shall have complete responsibility for the execution and operation of the Council in pursuit of its purposes, the administration of the employed staff of the Council, and the general management of the affairs of the Council under general authority delegated to him/her by the Board. S/he shall perform such additional duties as the Board may, from time to time, assign to him/her. S/he shall have the authority to make purchases and otherwise commit the Council in its normal operation and may sign contracts and other instruments of the Council, when authorized to do so by the Board.

2. S/he shall keep the accounts of the Council and render a statement of them at the request of the Board, or Treasurer. S/he shall assure minutes are kept of the meetings of the membership and the Board, conduct the correspondence of the Board, and give notice of meetings of the membership and the Board.

Section 2 — Personnel.
1. The Executive Director with the approval of the Board, shall employ such personnel as may be required to conduct the activities of the Council.

2. All employees of the Council, including the Executive Director, shall at the Council's expense be placed under such bond as the Board shall determine.

ARTICLE XII — Dissolution.

1. In the event of the discontinuance of the Council, the President and the Treasurer of the Council shall inure the retirement of any and all outstanding liabilities of the Council and the remaining assets shall be distributed to a similar growers’ group whose mission is generally compatible with those of the Council and who is recognized by the Federal government as a non profit organization under the provisions of IRS Code 501(c)(6).