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- Officers and Directors
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- By-Laws Subject to Articles of Incorporation
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- Certificates of Membership
- Notice
- Emergency By-Laws
- Fees and Dues
SECTION 1.Principal Office. The principal office of the corporation in the State of Mississippi shall be located in the city and county wherein the Secretary-Treasurer of the corporation resides. The corporation may have such other offices, either within or without the State of Mississippi as the Executive Committee may designate or as the business of the corporation may require from time to time.
SECTION 2. Registered Office.The corporation shall continuously maintain in the State of Mississippi a registered office that may be the same as its principal office, and a registered agent as required by the Mississippi Nonprofit Corporation Act. The address of the registered office may be changed from time to time by the Executive Committee.
SECTION 1. Corporate Mission. The mission of the corporation is to unify and support independent agricultural consultants and to provide a forum for information exchange within the agricultural community.
SECTION 2. Purpose. The purpose of the corporation is: (a) to promote and upgrade the profession of crop consulting; (b) to encourage and assist crop consultants in seeking current information concerning crop management techniques; (c) to support agricultural producers in the production of their crops by the most economical means, using methods that will least adversely affect the environment; and (d) to distinguish for the public the difference between self-employed professional consultants providing services for a fee, and other consultants who may or may not charge a fee, but have a conflict of interest in giving advice on crop management.
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SECTION 1. Voting Member. A Voting Member is an individual who: (a) is an independent agricultural consultant working in the state of Mississippi; (b) is licensed by the State of Mississippi Department of Agriculture and Commerce, Bureau of Plant Industry; (c) must hold a Bachelor’s degree from a recognized college or university, or have obtained ten or more years experience as an independent crop consultant; (d) must not have a conflict of interest (real or potential) involving compensation from the sale of agricultural chemicals or certain other products and services; (e) has agreed to the code of ethics of the corporation; and (f) has completed an application, providing references of individuals for whom the applicant has personally provided consultation.
SECTION 2. Inactive Member. An inactive member is an individual who: (a) has been a voting member for at least two (2) years; (b) is no longer actively consulting for a fee; (c) submits a written request to the membership and Rules Committee requesting a change of membership status; (d) is approved by the Membership and Rules Committee; and (e) is subsequently approved by a two-thirds majority of the membership.
SECTION 3. Associate Member. An associate member is an individual who meets all requirements of voting members, but does not work in the state of Mississippi.
SECTION 4. Student Member. A student member is an individual who is enrolled in a college level training program related to the field of agricultural consulting.
SECTION 5. Honorary Member. An honorary member is an individual who: (a) is recognized by their contributions to the field of agriculture; (b) is nominated; and (c) is approved by a majority vote of the membership.
SECTION 6. Sustaining Member. A sustaining member is any individual, for-profit firm or association that wishes to encourage and support the goals and activities of the corporation.
SECTION 7. Rights and Privileges. All members are entitled to all the rights and privileges of the corporation. Only members included under Article Three, Section 1. are entitled to: (a) exercise the right to vote by mail ballot and/or at annual and special meetings of the membership of the corporation; and (b) the right to hold any position of Officer or Director. Notwithstanding the foregoing, and as further provided herein, any member participating in the activities of any committee of the corporation shall have the right to vote on any measures or issues which may be placed before such a committee, provided that the authority of the committee is as hereinafter provided.
SECTION 8. Membership Meetings. The annual conference of the membership of the corporation shall be held during the first week of February or at such other time as determined by the Executive Committee. The annual business meeting shall-be held at the annual conference. Additional meetings may also be called by the Executive Committee. Notice of any meeting of the corporation shall be sent or caused to be sent by the Secretary-Treasurer to all members at least 30 days prior to such meeting. Meetings of the membership of the corporation in which at least 20% of all Voting members are present shall constitute a quorum for the transaction of business of the corporation, and a vote of the majority of Voting Members present at any such meeting shall be sufficient to pass or reject any measure properly proposed, except for the transaction of business that may require a different quorum or majority by statute, by the Articles of Incorporation or by these By-laws.
SECTION 9. Transfer of Membership. Except as set forth or authorized by the Articles of Incorporation or these By-laws, no member of the corporation may transfer a membership or any right arising therefrom. Where transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the members and the affected member.
SECTION 10. Dues, Assessments or Fees. A member may become liable to the corporation for dues, assessments or fees; provided, however, that an article or bylaw provision or a resolution adopted by the Executive Committee authorized or imposing dues, assessments or fees does not, of itself, create liability.
SECTION 11. Resignation of Member. A member may resign at any time by filing a written resignation with the Secretary-Treasurer. The resignation of a member does not relieve the member from any obligations the member may have to the corporation.
SECTION 12. Termination of Membership. No member may be expelled or suspended, and no membership or memberships may be terminated or suspended except pursuant to the procedure provided herein carried out in good faith.
The affected member must receive written notice not less than 15 days prior to the expulsion, suspension or termination. The notice shall state the reasons therefore and allow an opportunity to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension or termination. The hearing shall be held by the Executive Committee or a person or persons authorized by the Executive Committee to decide whether the proposed expulsion, suspension or termination shall take place. Any written notice given by mail must be given by first-class or certified mail sent to the last address of the member shown on the corporation’s records. Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension or termination. A member who has been expelled or suspended may be liable to the corporation for dues, assessments or fees.
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ARTICLE FOUR. EXECUTIVE COMMIITEE
SECTION 1. Committee Composition. The Executive Committee shall be composed of the corporation’s elective Officers and Directors: The President, President-Elect, Secretary-Treasurer, and four (4) Directors. The Past-President will serve as an ex-officio member of the Executive Committee.
SECTION 2. Election of Officers and Directors. The President shall appoint a Nominating Committee and a Chairman for said committee. The Nominating Committee shall nominate corporate officers and directors for each respective year. These nominations shall be submitted to the Executive Committee for approval at least forty-five (45) days before the annual conference. Once approved, the nominations are to be. mailed to the voting membership at- least two (2) weeks in advance of the annual conference/business meeting each year. A majority vote of those members present at the annual conference/business meeting shall elect the officers and directors.
SECTION 3. Compensation. Officers and Directors shall not be compensated for services rendered to the corporation, but may receive a reasonable reimbursement, as approved by the Executive Committee, for travel, lodging, meals, and incidental expenses incurred when acting in the furtherance of the corporation’s affairs.
SECTION 4. Vacancies. If an Officer or Director becomes unable to serve for any reason, his or her membership on the Executive Committee shall thereupon terminate. Except as otherwise provided herein, any Officer or Director appointed to fill a vacancy shall serve only for the duration of the unexpired term being filled, but may thereafter be elected to that position as herein provided. Resignation of an Officer or Director shall become effective upon receipt of written notice to the Secretary-Treasurer of the corporation. Except President and President-Elect, any Officer or Director failing to complete a term shall be replaced by appointment by the Executive Committee. Should the President fail to complete the term of office, the President-Elect shall immediately fill the office of President and complete the unexpired term, as well as the upcoming term as President. Should the offices of President and President-Elect be vacant simultaneously, the Executive Committee shall elect by majority vote from its remaining eligible Officers and Directors a President to serve until the next annual election by the Voting Members electing both a President and a President-Elect.
SECTION 5. Termination. Any Officer or Director may be removed with or without cause by a majority of the voting members present, at any annual or special meeting of the membership of the corporation provided that the Secretary-Treasurer of the corporation has delivered or caused to be delivered written notice of such proposed removal to any Officer or Director whose removal is proposed, at least forty-five (45) days in advance of any meeting where such action may be presented. Furthermore, if removal is effected at such meeting of the voting members, the vacancy(s) created thereby: (a) shall be filled by the voting members at the same meeting; or (b) by a majority vote of all the voting members by mail ballot in which at least thirty percent (30%) of all voting members return ballots. Any vote of removal must specifically state each Officer or Director whose removal is proposed, and a separate vote for each is required. Any Officer or Director removed from office shall turn over to the Executive Committee within five (5) working days any and all records of the corporation in his or her possession.
SECTION 6. Executive Committee Meetings. The Executive Committee shall hold at least two (2) meetings per year at a time and place anywhere in the State of Mississippi as it may designate or by telephonic conference call. The Executive Committee may hold other additional meetings as it from time to time deems appropriate. Notice of meetings of the Executive Committee shall be delivered or caused to be delivered to each Officer and Director by the Secretary-Treasurer of the corporation at least seven (7) days prior to the time fixed for the meeting; provided, however, that nothing herein shall be construed to prevent the Officers and Directors from waiving, in writing, notice of any meeting. Any Officer or Director who attends an Executive Committee meeting without having received notice shall be deemed to have waived the notice requirement, except where an Officer or Director participates in the meeting for the express purpose of objecting to the transaction of business on the grounds that the meeting is not lawfully called or convened.
SECTION 7. Quorum. A majority of the Officers and Directors present at any duly called meeting of the Executive Committee shall constitute a quorum for the transaction of business; and a vote of a majority of the Officers and Directors present at any such meeting shall be sufficient to pass or reject any measure of business proposed at the meeting, except for those matters for which a different vote may be specifically prescribed by law, by the Articles of Incorporation, or these By-laws. Under no circumstances shall any Officer and Director have more than one vote. The Executive Committee may participate in and hold meeting by means of conference telephone calls or similar appropriate communications equipment, provided that all Officers and Directors participating in the meeting can hear and communicate with each other. Under no circumstances shall members of the Executive Committee vote by proxy. All individual votes of dissent shall be recorded in the minutes of the meeting, or otherwise filed with the record of proceedings of the Executive Committee.
SECTION 8. Waiver of Notice; Assent to Actions. Notwithstanding the foregoing provisions pertaining to meetings, any action required or permitted to be taken at any Executive Committee meeting may be taken by unanimous written consent signed by all of the Officers and Directors, and filed with the record of proceedings of the Executive Committee. Similarly, documents or records including signatures of Officers or Directors, agents, contractors, and employees, when recorded, reproduced, or transmitted by telephonic facsimile or other form of wire or wireless communication, shall be deemed as valid and acceptable in the furtherance of the corporations activities and business affairs.
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ARTICLE FIVE. POWERS OF THE EXECUTIVE COMMITTEE
SECTION 1. General Powers. Except as otherwise provided by law, the Executive Committee shall have general supervision and control of the conduct, business and affairs of the corporation, shall make all decisions incident thereto, and shall prescribe such operating and working conditions as, in their judgment, is deemed expedient and appropriate. It is hereby expressly prescribed that the powers stated herein and hereafter, are illustrative and not itemized by way of limitation. It is the intention of this Article to grant to the Executive Committee the powers, and to impose upon them the obligations, which may be necessary or appropriate to carry out the affairs of the corporation to do all and every act necessary to enable the corporation to efficiently operate, and to effectuate the purposes for which the corporation is formed, provided that such supervision and control shall not be inconsistent with or contravene the provisions and intent of Section 501(c)(6) of the Internal Revenue Service Code as is now promulgated or may be changed, amended or altered in the future. It is further the intention of this Article strictly to forbid, under any circumstances, the Executive Committee to engage in any activities in which any part of the corporation’s net earnings inures to the benefit of any private individual.
SECTION 2. Employment Powers. The Executive Committee shall have the power to engage, employ and/or dismiss, or to authorize the engagement, employment and/or dismissal of such contractors, agents, and employees as they may deem advisable or necessary; to fix their compensation; to prescribe their duties, hours of employment and general working conditions; and to delegate to them such authority, as in the opinion of the Executive Committee, is necessary to enable them to best serve the interests of the corporation.
SECTION 3. Executive and Other Committees. The Executive Committee shall have the power to appoint sub-committee(s) of the Executive Committee to facilitate the activities and business of the corporation, provided that such committee(s) shall not have or exercise authority or power in excess of or in contradiction to the authority of the Executive Committee as herein provided, or the Articles of Incorporation or these By-laws.
SECTION 4. Right to Insure. The Executive Committee may authorize the purchase of insurance on behalf of any person who is or was a Director, Officer, employee or agent of the corporation, or who was serving at the request of the corporation as a Director, Officer, employee or agent of another corporation or any other enterprise against any liability asserted against or incurred by him or her in any such capacity, or which arises out of such person’s status as a Director, Officer, employee or agent whether or not the corporation would have the power to indemnify such person against that liability under law. In no case, however, shall the corporation indemnify, reimburse or insure any person for certain taxes imposed on such individual as provided by state or federal law.
SECTION 5. Right of Indemnity. The corporation may indemnify any person, his or her executor, administrator or heirs who has or is serving as a Director, Officer or other contractor, agent or employee of the corporation against expenses actually and reasonably incurred by such person in connection with the defense of any legal action, to the extent permitted by law, upon determination by the Executive Committee that the indemnification is proper in each specific case. The right of indemnification shall not be exclusive of any other rights to which the persons as aforesaid shall be entitled to as a matter of law.
SECTION 6. Deposits. The Executive Committee shall have the power to select one or more banks to act as depositories of the funds of the corporation; to determine the manner of receiving, depositing and disbursing the funds of the corporation; and to prescribe the method of endorsing and executing checks, drafts, and other orders for payment of funds, and to determine the person or persons authorized to sign and/or countersign same. The Executive Committee shall specifically have the authority to change, repeal, revise and amend such means and methods at will and without notice, as they deem appropriate.
SECTION 7. Miscellaneous Powers. The Executive Committee shall be authorized to: (a) change the amount and time of receipt of annual membership dues to the corporation; (b) change the time and place of the annual meeting of the membership; and (c) fill vacancies on the Executive Committee as provided herein.
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ARTICLE SIX. OFFICERS AND DIRECTORS
SECTION 1: Elections and Terms of Officers. Except as otherwise provided here Officers shall assume office at the annual meeting of the membership of the corporation and shall serve one (1) year terms. Officers may be elected to consecutive terms. Any vacancy shall be filled as provided in Article Four, Section 4.
SECTION 2. President. The President shall preside at all meetings of the membership and the Executive Committee. The President shall have general supervision over the affairs of the corporation, call special meetings of the Executive Committee, perform all acts and duties usually performed by an executive and presiding officer, serve on, and be considered as an ex officio member of all sub-committees of the Executive Committee and all other committees of the corporation, and sign documents as are authorized by the Executive Committee. The President shall vote at meetings of the Executive Committee only when such vote is needed to break a tie.
SECTION 3. President-Elect. In the event of the temporary absence or inability of the President to serve, the President-Elect shall perform the duties of the President. The President-Elect shall serve a one year term followed by a one year term as President.
SECTION 4. Secretary-Treasurer. The Secretary-Treasurer shall keep or cause to be kept an accurate record of the proceedings of all meetings of the Executive Committee and meetings of the membership of the corporation; shall keep the corporate seal, if there is one, and affix it to all documents requiring same; shall be responsible for the service of all notices required by law, the Articles of Incorporation, and these By-laws; and shall be responsible for all returns and reports required of the corporation by law, and shall perform all other such duties as may be required by the Executive Committee. Upon the election of a new Secretary-Treasurer, he or she shall deliver or cause to be delivered all records, books, documents, and all other such properties belonging to the corporation to successor of the office. The Secretary-Treasurer shall serve a one year term, but may be nominated and elected to more than one term consecutively. The Secretary-Treasurer shall also have custody of, and be responsible for, all funds of the corporation; keep or cause to be kept complete and accurate records of receipts and disbursements of the corporation according to generally accepted accounting practices; and deposit all funds in the name and to the credit of the corporation. When required by the Executive Committee, the Secretary-Treasurer shall render statements of account, and permit the Executive Committee or its designee to examine the financial records, accounts, and instruments of the corporation.
SECTION 5. Election and Term of Directors. The Directors shall serve two year terms, with two Directors being alternately elected each year. Directors may be elected to consecutive terms. Any vacancy shall be filled as provided in Article Four, Section 4.
SECTION 6. Amending Duties and Powers of Officers and Directors. Notwithstanding the foregoing, the Executive Committee shall have authority to expand, modify, restrict and re-define the powers and duties of any Officer and/or Director as they may from time to time see fit. Similarly, any other offices created and filled by the Executive Committee shall have authority and perform such duties as the Executive Committee may prescribe.
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SECTION 1. Appointment of Committees. The President, acting on behalf of the Executive Committee, may appoint or cause to be appointed Standing Committees and other such committees as the Executive Committee may from time to time deem appropriate. Persons appointed to committees must be members in good standing of the corporation.
SECTION 2. Standing Committees. The Standing Committees of the corporation shall be: the Nominating Committee, Membership and Rules Committee, and the Program Planning Committee. The operation and conduct of the Standing Committees and other committees of the corporation shall follow the instructions set forth in the document entitled "The Guidelines and Responsibilities of Officers, Directors, and Committee Chairpersons".
ARTICLE EIGHT. BY-LAWS SUBJECT TO ARTICLES OF INCORPORATION
Upon adoption, these By-laws shall consolidate, restate, and amend the Constitution and By-laws of the Mississippi Agricultural Consultants Association and the provisions of these By-laws shall govern and control. The Articles of Incorporation shall be amended consistent with the terms and provisions of these By-laws whereupon these By-laws shall be subject and inferior to the Articles of Incorporation as amended, and in the event of any conflict between these By-laws and said Articles of Incorporation as amended, the Articles of Incorporation as amended shall control and remain unaffected hereby.
The fiscal year of the corporation shall begin on January 1 and conclude December 31.
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ARTICLE TEN. AMENDMENT OF BY-LAWS
Amendments of the By-laws may be proposed in writing by the Executive Committee or any ten (10) or more Voting Members. These By-laws may be altered or amended; (a) by two-thirds majority vote of the Voting Members present at any duly called meeting of the corporation, convened at least 21 days after distribution of proposed amendments to all Voting Members, or (b) by majority vote by mail ballot, distributed to all Voting Members at least 30 days prior to the deadline for return of mail ballots, in which at least 30% of all eligible Voting Members return ballots.
In the event of and upon the dissolution of the corporation, the Executive Committee shall select an organization(s) to receive transfer of the corporation’s assets and funds remaining after payment of all debts and liabilities of the corporation provided that such recipient organization(s) is recognized as tax exempt under Section 501(c)(6) of the Internal Revenue Service Code as is now promulgated or may be changed, amended or altered in the future. Such dissolution shall also conform with all provisions of applicable state laws.
ARTICLE TWELVE. CERTIFICATES OF MEMBERSHIP
SECTION 1. Certificates of Membership. The Executive Committee may provide for the issuance of certificates evidencing membership in the corporation, which shall be in such form as may be determined by the Executive Committee. Such certificates shall be signed (either manually or in facsimile) by the President or by the Secretary-Treasurer or by such other Officers designated in the By-laws or by the Executive Committee so to do. If the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.
All certificates evidencing membership shall be consecutively numbered or otherwise identified. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the corporation. In the case of a lost, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and conditions as the Executive Committee may prescribe.
SECTION 2. Issuance of Certificates. When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership may be issued in his name and delivered to him by the Secretary-Treasurer, if the Executive Committee shall have provided for the issuance of certificates of membership under the provisions of Section 1 of Article Twelve.
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Notice may be oral or written. Notice may be communicated in person, by telephone, telephonic facsimile or other form of wire or wireless communication, or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television or other form of public broadcast communication.
Written notice, if in a comprehensible form, is effective at the earliest of the following.
(1) When received;
(2) Five days after its deposit in the United States mail as evidenced by the postmark, if mailed correctly, addressed and with first-class postage affixed;
(3) On the date shown on the return receipt, if sent by registered or certified mail return receipt requested, and the receipt is signed by or on behalf of the addressee;
(4) 30 days after its deposit in the United States mail as evidenced by the postmark, if mailed correctly addressed and with other than first-class, registered, or certified postage affixed.
Written notice is correctly addressed to a member of a domestic or foreign corporation if addressed to the member’s address shown in the corporation’s current list of members. Oral notice is effective when communicated if communicated in a comprehensible manner.
A written notice or report delivered as part of a newsletter, magazine or other publication regularly sent to members shall constitute a written notice or report if addressed or delivered to the member’s address shown in the corporation’s current list of members, or in the case of members who are residents of the same household and who have the same address in the corporation’s current list of members, if addressed or delivered to one of such members, at the address appearing on the current list of members.
Written notice is correctly addressed to a domestic or foreign corporation (authorized to transact business in this state), other than in its capacity as a member, if addressed to its registered agent or to its Secretary at its principal office shown in its most recent status report or, in the case of a foreign corporation that has not yet delivered a status report, in its application for a certificate of authority.
If applicable law prescribes notice requirements for particular circumstances, those requirements govern. If the Articles of Incorporation or these By-laws prescribe notice requirements not inconsistent with this section or other provisions of applicable law, those requirements govern.
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ARTICLE FOURTEEN. EMERGENCY BY-LAWS
The emergency By-laws provided in this article shall be operative during any emergency in the conduct of the business of the corporation, notwithstanding any different provision in the preceding articles of the By-laws or in the Articles of Incorporation of the corporation or in the Mississippi Nonprofit Corporation Act. An emergency exists if a quorum of the corporation’s Executive Committee members cannot readily be assembled because of some catastrophic event. To the extent not inconsistent with the provisions of this article, the By-laws provided in the preceding articles remain effective during such emergency. The emergency By-laws are not effective after the emergency ends.
During any such emergency:
(a) A meeting of the Executive Committee may be caused by any Officer or Director of the corporation. Notice of the meeting shall be given by the Officer or Director calling the meeting only to those committee members whom it is practicable to reach and may be given in any practicable manner, including by publication and radio.
(b) One or more Officers of the corporation present at a meeting of the Executive Committee may be deemed to be committee members for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c) The Executive Committee, either in anticipation of or during any such emergency, may modify lines of succession to accommodate the incapacity of any Director, Officer, employee or agent.
(d) The Executive Committee, either in anticipation of or during any such emergency, may relocate the principal offices, designate alternative principal offices or regional offices, or authorize the Officers to do so.
Corporate action taken in good faith in accordance with the By-laws binds the corporation and may not be used to impose liability on a corporate Director, Officer, employee or agent.
These emergency By-laws shall be subject to repeal or change by further action of the Board of Directors or by action of the members, but no such repeal or change shall modify the provisions of the immediately preceding paragraph with regard to action taken prior to the time of such repeal or change. Any amendment of these emergency By-laws may make any further or different provision that may be practical and necessary for the circumstances of the emergency.
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ARTICLE FIFTEEN. FEES AND DUES
SECTION 1. Initiation Fees and Annual Dues. The Executive Committee may determine from time to time the amount of the initiation fee, if any, and the annual dues payable to the corporation by members of each class.
SECTION 2. Payment of Dues. Dues shall be payable in advance on the first day of April in each fiscal year.
SECTION 3. Default and Termination of membership. When any member of any class shall be in default in the payment of dues for a period of three (3) months from the period for which such dues became payable, his/her membership may thereupon be terminated by the Executive Committee in the manner provided in these By-laws unless it is determined in the discretion of the Executive Committee that a hardship or some other valid reason exists so as to forego terminating a membership for failure to pay membership dues.
I, the undersigned Secretary-Treasurer of The Mississippi Agricultural Consultants Association do hereby certify that the above stated By-laws were adopted by a two-thirds (2/3) vote of those members eligible and voting as provided, on this the 4th day of February, 1998.
Phillip McKibben, Secretary-Treasurer, MACA
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