By-Laws

PECAN PRODUCERS OF LOUISIANA

BYLAWS

Article I

Name, Purpose, and Principal Office

Section 1.1: The name of this organization shall be the “Pecan Producers of Louisiana” and for the purpose of this document shall be referred to as the “PPL”.

Section 1.2: The purpose of this organization shall be to maximize the profitability of the pecan industry in Louisiana through improved production and aggressive marketing.

Article II

Objectives

The objectives of the Pecan Producers of Louisiana shall be:

A. To organize grower support for pecan research and education in Louisiana , in particular by encouraging the maintenance and expansion of the LSU Pecan Research and Extension Station.

B. To provide a forum for exchanging ideas and information on growing and marketing Louisiana pecans.

C. To facilitate marketing of Louisiana pecans, both wholesale and retail, through co-operative marketing and promotional efforts.

Article III

Membership

Section 3.1: Membership in the Pecan Producers of Louisiana will be open to any individual upon payment of annual dues as determined by the organization. Non-voting free memberships will be available to students and to scientists engaged in pecan research and extension activities who complete an annual application for membership.

Section 3.2: An annual meeting will be held in June at a location determined by the board of directors. Each member will be eligible to vote at the annual meeting. A member must be present to vote.

Article IV

Board of Directors

Section 4.1: Number and Term. The Board of Directors shall be composed of not less than nine (9) nor more than twelve (12) Directors. The number of Directors shall not be changed except on the affirmative vote of a majority of the Directors. After the initial election of the Board of Directors the term of office of the Directors will be three (3) years, and the terms shall be staggered such that in any one year no more than one-third of the Directors shall be newly elected. At the initial election of Board Members, one-third shall be elected to a one year term, one-third shall be elected to a two-year term, and one-third shall be elected to a three year term. Directors may be nominated and re-elected.

Section 4.2: Qualifications for Board of Directors. Nominees for the Board of Directors must be actively involved in the production, processing, or marketing of pecans in the State of Louisiana on a commercial basis as determined by the Board of Directors.

Section 4.2: Election of Directors. The Directors shall be elected by a majority vote of the general membership present at the annual meeting. Nominations of candidates for the position of Director may be made by nomination of any three members of the Board of Directors or by the Nominating Committee or by nomination from the floor at the annual meeting. A member making such floor nomination(s) must provide written notice of such nomination(s) to the Secretary of the PPL thirty (30) days prior to said annual meeting. This provision shall be waived for the initial annual meeting. All nominations shall be accompanied by a resume of the individual so nominated which should reflect said individual’s qualifications for the Board.

Section 4.3: Vacancies. Vacancies on the Board of Directors may be filled by an affirmative vote of a majority of Directors then in office. The Director so chosen shall hold office until his successor is duly elected and qualified at the next annual meeting.

Section 4.4: Election of Officers; Executive Committee. Immediately following the annual meeting the newly elected Board of Directors shall meet and elect a President, who shall preside over the meetings of the Board of Directors, Vice-President, Secretary, and Treasurer. Officers shall serve for one year or until removed by a majority vote of the Board of Directors. Officers may succeed themselves, and the offices of Secretary and Treasurer may be combined. For the purposes of transacting the business of the organization during the intervals between meetings of the Board of Directors, the President, Vice-President, Secretary, Treasurer, and immediate past President shall constitute the Executive Committee, with the full authority to act for and in behalf of the PPL.

Section 4.5: Meetings of Board of Directors; Quorum. The Board of Directors shall be charged with the management of all of the affairs of the PPL. Regular meetings of the Board of Directors shall be held at such time and place as the Directors shall determine. Special meetings of the Board may be called by the Executive Committee on seven (7) days notice to each Director either personally or by telephone, mail, electronic mail, or facsimile. A majority of Directors shall constitute a quorum of the Board for any meeting, whether regular or special.

Section 4.6: Voting. Each Director shall be entitled to one (1) vote on each matter submitted to the Board of Directors. Each Director must be present to vote. Directors may participate by means of conference telephone or similar communications equipment by means of which all persons participating can hear each other; participation in a meeting in this manner shall constitute presence in person at such a meeting. When a quorum is present at any meeting, any question brought before such meeting shall be decided by five (5) affirmative votes of the Directors present or the quorum present, whichever is greater. If the question is one which by express provision of the Bylaws a different vote is required, such express provision shall govern.

Section 4.7: Removal. Any Director may be removed with or without cause at any time by the affirmative vote of two-thirds (2/3) of the remaining members of the Board of Directors.

Section 4.8: Non-Voting Directors. The Board of Directors may from time to time appoint Advisory Directors who shall not have the right to vote on Board actions, but who shall have the right to notice of Board Meetings and to attend Board Meetings.

Section 4.9: Committees. The Board may designate one or more committees, to consist of at least one Director of the PPL and other members as needed. Committees will take such action as authorized and instructed by the Board and will make their recommendations to the Board of Directors unless specifically authorized to take direct action by the Board of Directors. The Board may consider establishing the following committees:

(a) Nominating

(b) Education

(d) Public Relations and Marketing

(e) Bylaws

(f) Membership

Section 4.10: Resignation. Any Director may resign at any time by giving written notice to the President or to the Secretary. The resignation of any Director shall take effect at the time specified therein; the acceptance of such resignation shall not be necessary to make it effective.

Section 4.11: Powers of the Board of Directors. All corporate powers shall be exercised by or under authority of, and the business affairs of the PPL shall be managed under the direction of, the Board of Directors.

Article V

Officers

Section 5.1: Elected and Appointed Officers. The officers of the PPL shall consist of a President, a Vice President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors at its first meeting following the election of the Directors at the annual meeting. Duties and responsibilities of these officers shall be established by the Board of Directors. Officers shall serve a term of one year or until their successors are elected. An officer may serve more than one term consecutively. All officers may be members of the Board of Directors and shall be members of the PPL. In particular the duties of the elected officers are as follows:

1) President – The President is the Chief Executive Officer of the organization. Powers and duties of the President shall include:

a) Preside at all Directors’ Board meetings and Executive Committee meetings and at the annual membership meeting.

b) Serve as ex-officio member of all committees except the Nominating Committee.

c) Create and appoint committees as needed.

d) Call special Board of Directors meetings and Executive Committee meetings.

2) Vice President -- The Vice President shall assume the duties of President in that officer’s absence. Duties of the Vice President shall include:

a) Serve as chair of the Education Committee

b) Perform any duties that may be assigned by the President.

3) Secretary – Duties of the Secretary shall include:

a) Attend all member meetings and Board of Directors meetings

b) Maintain accurate records of all board transactions and meetings.

c) Submit to the Board of Directors before every meeting the minutes from the previous meeting.

d) Edit and distributing the PPL Newsletter

e) Give notice of all meetings to members and Directors

f) Maintain the membership roll of the organization

4) Treasurer -- The Treasurer shall be responsible for the financial affairs of the organization. Duties of the Treasurer shall include:

a) Maintain the PPL’s banking accounts using an approved bank as depository of all funds in accordance with the direction of the Board of Directors

b) Receive all money due the organization and ensuring prompt deposit

c) Issue payments for invoices as approved by the Board of Directors or the Executive Committee

d) Maintain proper financial records and making those records accessible to members of the PPL

e) Serve as chair of the Finance Committee.

Such other officers and assistant officers and agents as may be deemed necessary may be appointed by the Board of Directors. The offices of Secretary and Treasurer may be combined if deemed necessary by the Board of Directors.

Section 5.2: Removal; Vacancies. All officers shall serve at the pleasure of the Board until removed from office, and any officer may be removed from office with or without cause at any meeting of the Board of Directors by the affirmative vote of two-thirds (2/3) of the Directors then in office. The Board of Directors shall have the power to fill any vacancy in any office occurring for whatever reason.

Section 5.3: Salaries. The salaries and other compensation of employees of the PPL shall be fixed by the Board of Directors. No compensation shall be allowed to any of the officers or members of the Board of Directors or members of the PPL except for special services authorized and approved by a two-thirds (2/3) vote of the Board of Directors.

Article VI

Amendment of Bylaws

Section 6.1: Amendment by Active Membership. These Bylaws may be amended by a two-thirds (2/3) vote of the members present at the annual meeting, provided written notice of the proposed changes have been provided to the PPL Secretary one week prior to the annual meeting, and distributed to the membership the day before the annual business meeting.

Article VII

Miscellaneous

Section 7.0: Parliamentary Authority. The rules contained in the current edition of “Robert’s Rules of Order Newly Revised” shall govern the PPL in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the organization may adopt.

Section 7.1: Signature on Accounts. All checks or demands for money and notes of the PPL shall be signed by such officer or officers or such other person or persons as the Board of Directors from time to time may designate.

Hit Counter

[ Home ]