Bylaws

Article I

NAME

Section 1. The name of this Association shall be the Ohio Irrigation Association, hereinafter known as the Association.

Section 2. The Association shall serve the State of Ohio.

Article II

PURPOSE

The Association is a voluntary, nonprofit organization formed to promote the development, proper use and acceptance of irrigation equipment for all possible applications; to promote water and soil conservation; to conserve water through efficient design and operation of irrigation systems; to enhance the environment by expanding efficient use of irrigation; to collect and disseminate information regarding irrigation of value to members of the Association, to allied industries and to the public; to acquaint public and private agencies with institutions and organizations with developments in the industry and the part the industry occupies in the economy and development of the area; to conduct educational programs regarding the industry; and to carry out such other lawful Association activities as the Board of Directors may direct.

Article III

RELATIONSHIP WITH THE NATIONAL IRRIGATION ASSOCIATION

Section 1. The Ohio Irrigation Association is an Affiliate Organization of The National Irrigation Association.

Section 2. The Bylaws and Mission of the Association shall be consistent with the Bylaws and Mission of the National Irrigation Association and with the policies and procedures for affiliates set down by the Board of Directors of the National Irrigation Association.

Article IV

COMMON INTEREST GROUPS

The Association may have appropriate committees and common interest groups which shall be determined from time to time upon a majority vote of the Board of Directors and which shall be in conformity with the Committee and Common Interest Group activities of the Ohio Irrigation Association.

Article V

MEMBERSHIP

Section 1. Classes of Membership. The Association shall have the following classes of membership:

Class A: Any person or company that is actively engaged in the irrigation industry as a contractor or any employee of the aforementioned shall be eligible for Class A membership. Class A members shall have the right to vote, one (1) vote per membership, and shall be eligible to serve on the Board of Directors, as an Officer or on a committee. Class A members shall be eligible for any and all other benefits that the organization may have.

Class B: Any person or company that is actively engaged in the irrigation industry as a supplier or manufacturer of products used in our industry or an employee thereof. Class B members shall have the right to vote, one (1) vote per membership, and shall be eligible to serve on the Board of Directors, as an Officer or on a committee. Class B members shall be eligible for any and all other benefits that the organization may have.

Class C: Any educator or student currently enrolled in or instructing an irrigation- or landscape-related curriculum. Class C members have no voting rights and may not hold any office.

Dues: Class A $150; Class B $350; Class C $25.

Section 2. Application for Membership. Application for any class of membership shall be made in such form as may be determined by the Board of Directors. Upon a majority vote of the Board of Directors, the applicant shall become a member upon payment of dues as hereinafter provided. A vote of disapproval by the Board shall be based solely upon a conviction that the applicant does not qualify for membership under Section 1 of this Article.

Section 3. Meetings. An annual meeting of the members of the Association shall be held at such place as is selected at a previous annual meeting and at such time as the Board of Directors shall determine. Notification of the time and place of the annual meeting, signed by the Secretary, shall be made to each member of the Association at least fifteen (15) days prior to the date of such meeting. Special meetings of the members of the Association may be called by the President or by order of the Board of Directors at any time, either at the principal office of the Association or elsewhere, and the Secretary shall make notification of such meetings to each member at least fifteen (15) days before such meeting. It shall be the duty of the President to call a special meeting of the members upon written request by twenty-five percent (25%) of the Regular and Associate members of the Association. Attendance at any annual or special meeting is limited to members, applicants for membership and guests invited on authorization of the Board of Directors.

Section 4. Voting Rights, Quorum, Mail Ballot. Each Class A and Class B member of the Association shall be entitled to one vote on official Association matters. Members may be represented and vote at any meeting of the Association by proxy, provided written notice of the proxy is delivered to the Secretary before the opening of the meeting at which the proxy is to be exercised. A minimum of four (4) Class A and Class B members of the Association present or represented by proxy at a meeting shall constitute a quorum for the conduct of business. Except as otherwise required by these Bylaws, any matter presented at a meeting for the vote of the members shall be determined in accordance with the majority vote of those present and voting in person or by proxy. Whenever in the judgment of the Executive Committee a question arises that requires a vote of the membership and the calling of a meeting does not appear to be necessary, the membership may be polled by mail. In conducting a mail ballot, the Secretary shall send ballots to all Class A & B members of the Association. A majority of the ballots must be returned for the vote to be valid. The question submitted on the ballot shall be determined in accordance with the majority of the votes returned.

Section 5. Termination. A membership may be terminated voluntarily on written notice from the member to the Secretary. The Board of Directors must terminate a membership for delinquency in the payment of dues or when a member no longer meets the qualifications set forth in Section 1 of this Article. A person, firm or corporation whose membership in the Association is terminated voluntarily or involuntarily remains liable for all debts it owes the Association, including dues, at the time the termination becomes effective. When a membership is terminated for any reason, the member gives up all claims to and interest in the Association’s assets.

Article VI

OFFICERS

Section 1. Officers. The officers of the Association shall be a President, Vice President, Secretary and Treasurer. Such officers shall be elected from within the Class A membership category.

Section 2. Nomination. The Board of Directors shall constitute the Officers Nominating Committee, with the President of the Association as its Chairman. This Committee, at the mid-year meeting of the Board of Directors, shall determine the candidates whom it intends to present to the membership for the respective officers of President, Vice President, Secretary and Treasurer. In making this determination, the Board shall consider recommendations of the Executive Committee and Class A and Class B members. The slate of officers selected by the Nominating Committee for the next ensuing year shall be announced to the membership not later than fifteen (15) days prior to the annual membership meeting. Candidates for the offices of President, Vice President, Treasurer and Secretary may be a person serving on the Board of Directors for the current year, but if elected to an office, that director’s seat shall be declared vacant until filled under provisions of the Bylaws. At the annual membership meeting, the Officers Nominating Committee shall formally nominate its slate of officers for the offices of President, Vice President, Treasurer and Secretary. Any voting-class members of the Association present at the meeting shall be entitled to nominate additional candidates from the floor for the offices of President, Vice President, Treasurer and Secretary.

Section 3. Election and Term. Officers shall be elected to a one-year term by a majority vote of the membership. The term of each officer ends upon the installation of newly elected officers.

Section 4. Duties. The President, or the Vice President (in the Presidents absence), shall preside at all meetings of the membership, the Board of Directors and the Executive Committee. Otherwise, the elected officers shall perform the duties incident to their respective offices and any other duties assigned them by these Bylaws. The Treasurer shall be bonded in an amount determined by the Board of Directors and the premium for such bond shall be paid for by the Association.

Section 5. Vacancies. Should the Presidency become vacant before the normal expiration of a term, the Vice President shall succeed to the Presidency. The term of service in such case shall be for the unexpired term of the person succeeded and, therefore, for the usual term of that person’s office. Should the office of Vice President, Treasurer or Secretary become vacant before the normal expiration of a term, a successor shall be elected by the Board of Directors to serve for the unexpired term of the person succeeded. If a successor to the office of Vice President is elected in this manner, the office of President shall be filled by a vote of the membership at the next annual meeting.

Article VII

BOARD OF DIRECTORS

Section 1. Membership. The Board of Directors shall be composed of the four (4) officers of the Association and five (5) representatives from the Class A and//or Class B membership. Directors, other than officers, shall serve for three-year terms.

Section 2. Nomination. The President, with the approval of the Board of Directors, shall appoint a Directors Nominating Committee to recommend a slate of candidates to fulfill the expired terms of directors. The Directors Nominating Committee may not exceed six (6) members and shall be representative of the Class A and/or Class B membership. The Directors Nominating Committee shall present to the membership its recommended slate of candidates for vacancies on the Board of Directors not later than fifteen (15) days prior to the annual membership meeting. At the annual membership meeting, the Directors Nominating Committee shall formally nominate its slate of candidates for Directors. Any Class A or Class B member of the Association present at the meeting shall be entitled to nominate from the floor additional slates of candidates for Directors. Candidates may be nominated on more than one slate.

Section 3. Election. Election of slates of candidates shall be by a majority vote. If a slate of candidates does not receive a majority on the first ballot taken, the two highest slates of candidates shall be voted for on the next ballot.

Section 4. Powers and Duties. The Board of Directors is the governing body of the Association subject to control by the Class A and Class B membership. The Board shall carry out the duties assigned by these Bylaws and take such other action as it deems necessary to accomplish the purposes of the Association. It may adopt rules to accomplish these purposes provided they do not conflict with these Bylaws or the Bylaws of the Ohio Irrigation Association.

Section 5. Audit and Financial Statement. At its discretion, the Board of Directors may annually cause the books and accounts of the Association to be audited by an independent certified public accountant and shall submit a financial statement to the members not later than sixty (60) days after the annual meeting.

Section 6. Meetings. The Board of Directors shall hold its first regular meeting immediately after, and its last regular meeting on the day preceding, the annual meeting of the Association each year, and shall also hold a mid-year meeting each year. The Board may hold such other regular and special meetings as it may deem necessary or as may be provided in the Bylaws.

Section 7. Voting, Quorum and Mail Ballot. The requirements as to voting and mailing ballots set forth for the membership in Article V, Section 4, of these Bylaws shall govern the voting of the Board. A majority of the members of the Board shall constitute a quorum.

Section 8. Vacancy and Removal. If a Director resigns or is unable to serve his term, the President, with the approval of the Board of Directors, shall fill the vacancy. Any Director so appointed shall continue in office for the unexpired term of the person succeeded or until the Director’s successor is elected and qualified. The Board, in its discretion, may remove a Director who fails to attend consecutive mid-year and annual meetings of the Board over a 12-month period.

Section 9. Past President. As ex-officio members of the Board of Directors, each Past President of the Association, other than the Immediate Past President, shall be an ex-officio member of the Board of Directors. As an ex-officio member, he shall be entitled, if he so desires, to attend all meetings of the Board of Directors. He shall have privileges of the floor in discussions of any subject being considered by the Board, but may not offer or second motions or vote on pending questions. Notices of meetings of the Board of Directors, copies of budget and financial reports and minutes of all Board proceedings shall be mailed to him at the same time they are mailed to other members of the Board of Directors.

Compensation. Ohio Irrigation Association Officers, and members of the Board of Directors, shall be compensated for travel to and from regularly scheduled Ohio Irrigation Association meetings, per current Federal Standard Mileage Rates, as set forth by the IRS. Applicable parties shall be required to keep a dedicated mileage log book for this purpose.

Article VIII

EXECUTIVE COMMITTEE

The Executive Committee shall be composed of the Association President, Vice President, Secretary, Treasurer and Immediate Past President. The Executive Committee shall meet at the call of the President and may act for the Board of Directors, subject to the Board’s review. Three (3) members of the Committee shall constitute a quorum. Questions presented to the Committee shall be determined in accordance with a majority vote.

Article IX

EXECUTIVE DIRECTOR

The Association may have an Executive Director, to be selected by the Board of Directors, to serve on such terms as may be determined by the Board. The Executive Director shall act as Secretary of the Association, the Board and the Executive Committee. The Executive Director shall have such further duties as are assigned to him by the Board or by these Bylaws.

Article X

FISCAL YEAR

The fiscal year of the Association shall be January 1 through December 31.

Article XI

RULES OF ORDER

All meetings and other actions of the Association, its Board of Directors, Committees and Common Interest Groups shall be governed by these Bylaws. In matters of parliamentary procedure, decisions shall be made in accordance with the latest edition of Robert’s Rules of Order.

Article XII

INDEMNITY

Any person made a party to any legal action by reason of the fact that he, his testator or intestate is or was a Director, Officer or Employee of the Association or of any corporation which he served at the Association’s request, shall be compensated by the Association for reasonable expenses, including attorney’s fees, necessarily incurred by him in connection with the action or with any appeal therein, together with any amounts paid by said person in discharge of judgments, awards and damages arising out of such legal action. This right to indemnification does not apply if, in the action taken, the Officer, Director or Employee is adjudged liable for negligence or misconduct in the performance of his duty .The right of indemnification established in this article does not exclude any other rights to which such Director, Officer or Employee may be entitled.

Article XIII

AMENDMENTS

These Bylaws may be amended by majority vote of the Class A and B membership at any meeting of such membership, provided that written notice of the proposed amendment is sent with the call for such meeting at least fifteen (15) days prior to the date of the meeting. Such notice is not necessary when amendments are proposed at annual meetings and unanimously approved by those voting-class members present. Amendments may also be approved by mail ballot in accordance with Article V, Section 4.

Article XIV

DISSOLUTION

The Association may be dissolved with the consent of two-thirds of the Class A members, given in writing at a meeting duly constituted to consider the question of dissolution. Any funds remaining in the treasury after all financial obligations of the Association have been met shall be returned to the voting-class members in the proportion contributed by them, but not in excess of the amount contributed by any member during the last year of the existence of the Association. The balance, if any, shall be distributed to such charitable organizations as may be selected by the Board of Directors.