On January 12, 2023, at the Annual Meeting of the Minnesota Crop Improvement Association, members voted to amend the association’s articles of incorporation and bylaws.
A complete copy of the amended articles and bylaws is available here: https://docs.mncia.org/public/website/Articles-of-Incorporation-Bylaws-230112.pdf.
Below is a list of the amendments. Bold text indicates new or modified text. Strikethrough indicates deleted text.
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Restated Articles of Incorporation of Minnesota Crop Improvement Association
Article II, Item 9
The item was changed as follows:
To offer seed lab testing services to non-members of MCIA.
Previous wording: All other activities consistent with or within the scope of this corporation’s stated purpose.
Article II, Item 10
The previous Item 9 was renumbered as Item 10. The wording of the item follows:
All other activities consistent with or within the scope of this corporation’s stated purpose.
Article III, Number 2
The number was changed as follows:
Activities of this corporation may influence ag related issues and initiatives. This corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Previous wording: No substantial part of the activities of this corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and this corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Article IX
The article was changed as follows:
The directors, officers, staff and members of this corporation shall not be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the directors, officers or members be subject to the payment of the debts or obligations of this corporation to any extent whatsoever.
Previous wording: The directors, officers, and members of this corporation shall not be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the directors, officers or members be subject to the payment of the debts or obligations of this corporation to any extent whatsoever.
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Bylaws of Minnesota Crop Improvement Association
Article III — Membership, Number 3.4 Dues
The final sentence of the number was deleted.
The Board of Directors shall determine the dues or other payments to be made by the members of this Association to be eligible for membership and maintain good standing for voting purposes. The membership year shall be the same as the fiscal year of the Association. Membership shall terminate automatically on January 31 of the fiscal year immediately following the year for which a member’s dues were last paid.
Article IV — Meeting of Members, Number 4.1 Annual Meeting
The first sentence of the number was changed as follows:
The Annual meeting of the Association shall be held at such place, or virtually, at such time as the Board of Directors of the Association may determine.
Previous wording: The Annual meeting of the Association shall be held at such place, at such time as the Board of Directors of the Association may determine within the State of Minnesota during the month of January.
Article IV — Meeting of Members, Number 4.3 Notice
The first sentence was changed as follows:
Written notice shall be provided to each member who is entitled to attend for any meeting of the members, whether a regular or special meeting, at least ten (10) days prior to the meeting, excluding the day of the meeting; provided, however, that notice may be printed in an official publication or posted on the official website of this Association. The notice shall indicate the time and place of and the business to be transacted at the meeting.
Previous wording: Written notice shall be provided to each member who is entitled to attend for any meeting of the members, whether a regular or special meeting, not less than five (5) nor more than sixteen (16) calendar days in advance thereof, excluding the day of the meeting; provided, however, that notice may be printed in an official publication or posted on the official website of this Association, but only if mailed or posted at least ten (10) days before the day of the meeting. The notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at the member’s address as it appears on the records of the Association, with postage prepaid, or posted on the Association’s official website for public viewing. The Board of Directors shall direct the manner by which notice will be given. The notice shall indicate the time and place of and the business to be transacted at the meeting.
Article IV — Meeting of Members, Number 4.7 Voting
The last sentence of the number was changed as follows:
At all meetings of the members, each member, provided such member is eligible and in good standing at the time of the vote taken, shall be entitled to cast one vote on any matter coming before the membership body. Voting can be done electronically or in a virtual setup.
Previous wording: At all meetings of the members, each member, provided such member is eligible and in good standing at the time of the vote taken, shall be entitled to cast one vote on any matter coming before the membership body. Cumulative voting shall not be permitted.
Article V — Board of Directors, Number 5.2 Number and Qualification of Directors
The first sentence of the number was changed as follows:
The authorized number of directors of the Association shall be no less than seven (7), and no more than eleven (11), until changed by amendment to these bylaws.
Previous wording: The authorized number of directors of the Association shall be eleven (11), until changed by amendment to these bylaws.
Article V — Board of Directors, Number 5.2.3 Category C Director
The first sentence of the number was changed as follows:
The elected members of the Board of Directors shall appoint a secretary annually.
Previous wording: The elected members of the Board of Directors shall appoint a secretary annually who is not one of the ten elected members of the Board.
Article VI — Meeting of Board of Directors, Number 6.4 Notice
The number was changed as follows:
Written notice of any meeting of the Board of Directors for which written notice is required, shall be communicated, not less than ten (10) nor more than forty (40) days before the meeting, excluding the day of the meeting, to each director at the director’s address or e-mailed as shown by the records of the Association. Notice may be printed in an official publication of this Association is communicated to all members of the Association, at least ten (10) days before the day of the meeting.
Previous wording: Written notice of any meeting of the Board of Directors for which written notice is required, shall be mailed, postage pre-paid, not less than ten (10) nor more than forty (40) days before the meeting, excluding the day of the meeting, to each director at the director’s address as shown by the records of the Association. Notice may be printed in an official publication of this Association that is mailed to all members of the Association, but only if mailed at least ten (10) days before the day of the meeting. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid. The Board of Directors shall direct the manner by which notice will be given.
Article VIII — Committees, Number 8.2 Executive Committee
The second sentence of this number was changed as follows:
The President and CEO shall serve as an ex officio member.
Previous wording: The Executive Director shall serve as an ex officio member.
Article VIII — Committees, Number 8.3.1 Members
The first sentence of this number was changed as follows:
The Nominating Committee shall consist of up to three (3) members of which at least two (2) members will be selected from the Board of Directors (one of which shall be the Nominating Committee Chair).
Previous wording: The Nominating Committee shall consist of three (3) members of which at least two (2) members will be selected from the Board of Directors (one of which shall be the Nominating Committee Chair).
Article VIII — Committees, Number 8.3.2 Duties
The number was modified as follows:
The Nominating Committee shall be responsible for securing and submitting a list of potential candidates, who are qualified by skill and experience for membership on the Board of Directors. The Nominating Committee shall review the makeup of the membership of the board to assure that the representation on the Board of Directors is reasonable, and pertinent to the business of MCIA.
Previous wording: The Nominating Committee shall be responsible for securing and submitting a list of potential candidates, who are qualified by skill and experience for membership on the Board of Directors. The Nominating Committee shall review the makeup of the membership of the board to assure that the representation on the Board of Directors is reasonable, fair and equitable considering the following factors: (a) geographic location of members, (b) corporate structure and size of business of members, (c) type of business of members, and (d) operational revenue concentrations and programs. The Nominating Committee shall also present candidates for vacancies occurring on the Board of Directors during the interim between regular elections.
Article XII — Miscellaneous, Number 12.7 Electron Communications
The first sentence of this number was changed as follows:
A member, director or committee member may participate in a meeting by any means of communication through which such person, other persons so participating, and all other persons physically present at the meeting may simultaneously hear, or virtually communicate with one another during the meeting.
Previous wording: A member, director or committee member may participate in a meeting by any means of communication through which such person, other persons so participating, and all other persons physically present at the meeting may simultaneously hear one another during the meeting.
Article XII — Miscellaneous, Number 12.8 Financial Accounts
The number was changed as follows:
The Board of Directors shall examine the accounts of the Association at their meetings as set forth herein, and shall, in addition, have the books audited at least once a year by a disinterested competent accountant, or by a committee of three members of the Association who are not members of the Board of Directors. The annual audit shall be made between the date of the close of the fiscal year and the date of the annual meeting, and a report of such audit shall be submitted to the members at their annual meeting. The report shall contain at least a balance sheet, income statement, and such other data as may be desired by the Board of Directors, developed pursuant to Generally Accepted Accounting Principles. A sufficient number of copies shall be made available in printed form or in an electronic format so that each member attending such meeting may have access to a copy to review.
The Board of Directors shall examine the accounts of the Association at their meetings as set forth herein, and shall, in addition, have the books audited at least once a year by a disinterested competent accountant, or by a committee of three members of the Association who are not members of the Board of Directors. The annual audit shall be made between the date of the close of the fiscal year and the date of the annual meeting, and a report of such audit shall be submitted to the members at their annual meeting. A sufficient number of copies shall be made available in printed for or in an electronic format so that each member attending such meeting may have access to a copy to review. The report shall contain at least a balance sheet, income statement, and such other data as may be desired by the Board of Directors, developed pursuant to Generally Accepted Accounting Principles.
