The Georgia Plant Food Education
Society
G.P.F.E.S.
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G.P.F.E.S.
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By-Laws of The Georgia Plant Food Educational Society, Inc. (A Non-Profit Corporation) Incorporated under the Laws of Georgia, October 30, 1951 1. Objectives: To foster and promote the dissemination of useful and practical information regarding all forms of plant food, its application to crops of all kinds, better cultural practices, and other related information which would result in the production of better crops and increased farm income. 2. Purposes: To operate as an agricultural education service, keeping its members informed, promoting agricultural programs, and cooperating with all agricultural agencies, particularly the various agricultural divisions of The University of Georgia, in promotion of the agronomical and environmentally sound use of plant food by farmers.
ARTICLE I Name Section 1. The name of the corporation shall be THE GEORGIA PLANT FOOD EDUCATIONAL SOCIETY, INC.
ARTICLE II Membership Section 1. Active Members - Any individual engaged in or representing a firm engaged in the manufacture and/or distribution of commercial fertilizers, and/or fertilizer materials and any person employed by an organization engaged in any related agribusiness venture shall be eligible for active membership. Section 2. Associate Members - Any State or Federal agricultural employee shall be eligible for Associate Membership. Section 3. Retired Members - An individual who has been a long time Active or Associate Member and who has retired may be eligible for Retired Membership. Such individual, upon approval of the Board of Directors, shall be exempt from paying registration fees at the Winter and Summer meetings of the society. Section 4. Life (Honorary) Members - The Board of Directors may designate an individual a Life member as recognition of outstanding service to the society. Such individuals pay no annual dues and are exempt from paying meeting registration fees at the Winter and Summer meetings of the society.
ARTICLE III Meetings Section 1. The annual meeting of the Corporation shall be held in January of each year, on such a date, and at such a place as may be designated by the Board of Directors. Section 2. Special meetings of the Corporation may be held at any time as called by the Board of Directors. Section 3. Notice of the time and place of all annual and special meetings shall be mailed by the Executive Secretary/Treasurer to each member at least ten (10) days prior to the date thereof.
ARTICLE IV Directors Section 1. The Business of the Corporation shall be managed by a Board of Directors consisting of 20 in number who shall serve without compensation. These shall consist of the immediate past president of the society, 16 members elected at large from the Active Membership, and as permanent directors the persons holding the following offices in the University of Georgia: Head, Department of Crop and Soil Sciences, College of Agriculture and Environmental Sciences; College of Agriculture and Environmental Sciences Liaison Representative. The 16 members at large shall be elected for a term of two years each, 8 being elected each year in order to provide for staggered terms. At the annual meeting, a nominating committee appointed by the President shall present a list nominating 8 directors for a term of two years. Additional nominations shall be made from the floor. Provided, however, that no director shall be eligible for re-election to a second consecutive term, but shall again be eligible after the lapse of one term; and provided further that all such directors shall serve until the qualification of their respective successors. If any person elected as Director fails to serve or in the event of a vacancy occurring on the board such place shall BE FILLED BY APPOINTMENT by the Directors for the unexpired term. Section 2. The regular meeting of the Directors shall be held immediately upon the adjournment of each annual meeting and there may be special meetings of the Board of Directors, at such time as the President may select, or a majority of the board may request. Three days notice of such meetings shall be given to all directors. Section 3. A majority of the Board of Directors shall constitute a quorum for the transaction of any business.
ARTICLE V Section 1. Quorum - Either 25% of the active membership or twenty-five active members; whichever is less, shall constitute a quorum at all meetings of the Corporation. Action at such meetings shall be by majority vote, unless otherwise herein provided. Section 2. Eligibility of Voters - Only Active Members shall be entitled to vote; and at all meetings and on all questions or motions each Active Member shall have one vote. Section 3. The Executive Secretary/Treasurer shall be selected by the President from the membership of the Corporation and approved by the Board of Directors, who shall in their won discretion approve a qualified and competent person to perform the duties of such office, irrespective of membership on the Board of Directors. The Board of Directors shall determine compensation for the Executive Secretary/Treasurer. Section 4. All officers shall serve for the term of one year, or until their successors have been elected and qualified. Section 5. The President shall preside at all meetings of the Corporation; shall have general supervision over the affairs of the Corporation and over all other officers; and perform all such duties as are incident to this office. Section 6. The Vice-President shall preside at all meetings of the Corporation in the absence of the President and shall perform such duties as are incident to this office. Section 7. The Executive Secretary/Treasurer shall issue notice of all Directors' meetings, shall attend and keep minutes of same; shall have charge of all corporate books, records, and papers and shall be the custodian of the corporate seal. The Executive Secretary/Treasurer shall have custody of all monies and securities of the corporation. This officer shall keep regular books and accounts and shall submit them, together with all vouchers, receipts, records and other papers, to the Audit Committee appointed by the President for their examination and approval at the annual meeting and as often as they require. This officer shall also submit such records as requested to the Board of Directors at the annual meeting or at such time as required, and shall perform all such duties as are incident to this office. Section 8. There shall be an Executive Committee composed of the President, the immediate Past President, the Vice-President, the Executive Secretary/Treasurer and one additional member appointed by the President. When deemed necessary by the President, the Executive Committee may meet between regular or special meetings of the Board of Directors to make decisions on behalf of the Directors on issues affecting the normal everyday operation of the society. The minutes of all meetings of the Executive Committee shall be made available to the Directors at the next regular or special meeting of the Board of Directors. ARTICLE VII The Corporate Seal shall be as follows:
ARTICLE VIII Dues Section 1. The Board of Directors shall determine the annual dues for each Active, Associate, or Retired member. Section 2. There shall be no dues for Life (Honorary) members.
ARTICLE IX Order of Business Section 1. The order of business shall be as set forth in "Roberts Rules of Order."
ARTICLE X Amendments Section 1. Amendments to these By-Laws may be made by a two-thirds vote of active members present at any annual or special meeting, provided, however, that a copy of the proposed amendment shall be sent out in the notice of such meeting as herein provided.
NOTE: Presented to the membership, January 13, 1998
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