Constitution and By-Laws
CONSTITUTION AND BY-LAWS
Section 1. Name
The name of this non-profit, non-stock corporation shall be Kansas Association of County Agricultural Agents, Inc., hereinafter referred to as "Ag Agents".
Section 2. Principal Office
The principal office is the Office of the Riley County Extension Agricultural Agent, 110 Courthouse Plaza, Manhattan, Kansas, 66502.
Section 3. Fiscal Year
The fiscal year shall begin on October 1 and end on September 30.
Section 1. Purpose
The purpose of this association shall be to provide:
A. Means for improving the status of the county agents.
B. Opportunity for discussion on common problems of county work.
C. A method of voice in the general sentiment of the county
agents on problems affecting their work
D. Improvement of all conditions of work.
Section 1. Membership
Membership in the corporation shall be open to any Extension Worker doing extension work
in the State of Kansas and who pays annual dues as set periodically by the membership of
Life Membership in the corporation shall be open to any member or former member of the KACAA who has retired or is retiring from the Cooperative Extension Service and who pays dues established for the corporation. Life members shall be entitled to full voting privileges.
Article IV Board of Directors
Section 1. General Powers
The business and affairs of the corporation shall be managed by the Board of Directors. The Directors shall, in all cases, act as a Board and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation as they deem proper, not inconsistent with these Bylaws and the laws of the State of Kansas.
All affairs of the Ag Agents shall be conducted by a maximum of six (6) member Board of Directors elected from the Ag Agent membership. The Board of Directors shall consist of one (1) agent from each of the four (4) K-State Research and Extension Program Areas, plus one agent selected at-large, plus the retiring President of the Kansas Association of County Agricultural Agents. Each Director is elected for a two (2) year term and may be re-elected once but under no circumstances, will a Director be allowed to serve more than four (4) successive years on the Board of Directors.
The term of office for each Director shall commence on October 1.
In the event of death, resignation or disqualification of a Board of Director member, the Vice Director for the vacant Board position shall fill the vacancy for the remainder of the term left for the resigning Board member.
All actions of the Board of Directors shall be decided by a majority vote of the Board members present. A quorum shall consist of a majority of the voting members of the Board.
Each District shall select an alternate director called a Vice Director to substitute and fill in for his or her director should the Director not be able to attend.
Section 7. Informal Action by Directors
Any action required or permitted to be taken at any meeting of the board of Directors, or any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board or committee, as the case may be. This is authorized by K.S.A. 17-6301(f).
Article V Officers
The officers of the corporation shall be the President, Vice-President and Secretary-Treasurer/President Elect, elected by the members present at the annual meeting of the Ag Agents. The only members qualified to run and be selected as an officer of the corporation are those who are currently members of the Board of Directors. The officers of the corporation are selected each year and will serve for a one (1) year term. A majority vote of the members present at the annual meeting of the Ag Agents is required to elect an officer. Officers terms will begin October 1 and end September 30.
The officers shall constitute the executive committee for the transaction of business between Board meeting.
In the event of death, resignation or disqualification of an officer or officers of the corporation, the Board shall elect another officer to fill the vacancy. The President Elect shall succeed to the office of President in the event a vacancy occurs.
Section 4. President
The President shall have supervision and management of the business of the corporation and the power to execute, make, and enter into and on behalf of the corporation all contracts and agreements necessary and proper for the carrying out of the purposes for which the corporation has been organized.
Section 5. Vice-President
The Vice-President shall be responsible for coordinating the KACAA life insurance program and other duties as may from time to time be prescribed by these Bylaws or delegated to him or her by resolution of the Board of Directors.
Section 6. Secretary-Treasurer/President Elect
The Secretary-Treasurer/President Elect shall record and keep all of the minutes of official meetings. He/she shall see that proper notice is given of all meetings of the Board of Directors and the members, and shall perform such other duties as may be required by said board or by the President. The President Elect shall discharge the duties of the President in his/her absence or disability. The Secretary-Treasurer/President Elect shall also keep proper book accounts of the business of the corporation, pay all necessary expenses of the corporation, make reports to the members at their annual meetings, and submit his/her books for audit. The Assistant Treasurer or Assistant Treasurers, if any, shall have the duties delegated to them by the board of directors.
Article VI Meetings
At least two (2) general meetings of the Ag Agents shall be held each year, one to be known as the annual meeting and the second to be as the Workshop.
An annual meeting of the Board of Directors will be held in conjunction with the annual membership meeting.
Additional Board meetings may be called by the President or the Executive Committee, the number of meetings to be determined by need.
Section 4. Special Meetings
Special meetings of the membership may be called for any purpose or purposes by the President or by the Board of Directors and shall be called by the President at the request of not less than forty (40) members of the organization.
A quorum shall consist of those members present at the date and time of a regular meeting.
At all meetings, members entitled to vote may vote in person.
Each member shall furnish the Secretary with a postal and e-mail address to which notice of meetings and all other notices may be sent, in default thereof, notice shall be addressed to him or her at his or her last known address.
The notice of the annual meeting shall be given in writing, stating the time and place of holding such meeting, and sent to each member, with postage prepaid thereon by mail or e-mail, at the address as above provided or by advertisement for two (2) successive weeks immediately preceding the time for holding such meeting in a newspaper published in the City of Manhattan, stating the time and place of holding such meeting. Such meeting shall be held by such members as shall attend in person.
The Board of Directors shall be elected prior to the annual meeting. One (1) Director shall be elected in each of the four (4) K-State Research and Extension Program Areas, plus one agent selected at-large before the annual meeting, every other year. The Northwest and Northeast shall elect in odd years while the Southwest, Southeast and At-Large shall elect in even years.
Article VII Committees
The Executive Committee shall be comprised of the President, Vice-President and the Secretary-Treasurer/President Elect of the Board of Directors. The President shall serve as Chairman of the Executive Committee.
There shall be such standing committees as designated by the Board of Directors.
Article VIII Amendments
These bylaws may be revised or amended by two-thirds (2/3) majority of the members present at any regular meeting. A copy of all proposed amendments must be mailed or e-mailed to all members, by the Secretary at least ten (10) days prior to the meeting at which final action will be taken on the proposed amendments.
Article IX Annual Reports
The Board of Directors shall present to the membership at the annual meeting an annual report highlighting the activities of the corporation during the previous year.
Article X Representative to National Meetings
The voting delegates sent by this corporation to the NACAA annual meeting shall be selected by a majority vote of the current Board of Directors serving the corporation.
The corporation shall pay toward the expenses to the NACAA annual meeting, of the following individuals:
1) Five (5) Directors or voting delegates to the NACAA Annual Meeting;
2) The Distinguished Service awardees;
3) The Search for Excellence awardee; and
4) The Achievement awardee.
The corporation agrees to cover the first $200.00 in costs of any of the aforementioned individuals going to the annual meeting of the year they receive such a distinction.
Article XI An Audit
The accounts of the Treasurer must be audited annually by a special committee appointed by the President. This is to occur prior to the annual meeting.
Article XII Dissolution
Upon dissolution of the Ag Agents, the assets of the Ag Agents remaining after payment of all debts and expenses of dissolution shall be distributed, transferred, conveyed and delivered to an organization qualifying as a Section 501(c)(3) exempt organization. Such a successor organization to receive any remaining funds of the Ag Agents shall be selected by the membership of this corporation.
Article XIII Miscellaneous
This corporation is organized under the general non-profit corporate laws of the State of Kansas. In carrying out its purposes, the corporation shall not have or exercise any power or authority granted to it under such law, nor engage in any activities, that would prevent the corporation from qualifying as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1954 as amended, contributions to which are deductible for Federal Income Tax purposes. No part of the assets or net earnings of the corporation shall be used, distributed or inure to the benefit of any private person within the meaning of the prohibition contained in Section 501(c)(3) of the Internal Revenue Code of 1954 as amended. the corporation shall never be operated for the primary purposes of carrying on a trade or business for profit. The corporation shall make no lean or other payment to any officer, Director, member or employee, except as reasonable compensation for services rendered or as a reasonable allowance for authorized expenditures incurred on behalf of the corporation.
Any member, officer or Director may waive any notice required to be given under these Bylaws.
This corporation in fulfilling the purposes for which it is established, shall not discriminate against anyone on the basis of race, color, national origin, sex, age or handicap.