Bylaws

As adopted April 20, 2010

BY-LAWS

OF THE

WASHINGTON FISH GROWERS ASSOCIATION

ARTICLE I

MEMBERSHIP

ARTICLE I

MEMBERSHP

Section 1: Qualification of Members

(a) Any bona fide grower of finfish whether an individual, a partnership or a corporation shall be eligible for full membership in the Association.

(b) The Board of Directors may provide for a non-grower membership, with voice and office-holding privileges, to be issued upon payment of such dues as may be prescribed by said Directors. They shall be designated as ''Industry Associate'' members or “Individual members”, and shall be entitled to receive such information, bulletins or other material as is sent to the mailing list of grower members of the Association. In addition, Industry Associate members shall receive special advertising privileges and opportunities related to activities of the association, as prescribed by the Board.

 (c) The Board may award complimentary memberships to non-profit organizations and governmental agencies where appropriate.

Section 2: Application for Membership

(a) Applications for membership shall be in writing. The trustees of the Association shall have the right, in their discretion, to accept or reject any application.  Upon acceptance of any application and the payment of any fee established by said trustees, said applicant shall be deemed a member of this association.

Section 3: Additional Memberships

(a) Companies whose dues exceed $1,000 annually may appoint one additional member for each additional $1,000 in dues assessed up to a total of five additional members per company. These additional members shall have all the rights and privileges of all other regular members

Section 4: Termination of Membership

(a) The membership right of any member may be terminated by the Directors at a meeting of said board for any of the following reasons:

1) Loss of eligibility for membership in the Association.

2) Insolvency of any member.  A member shall be deemed insolvent when he becomes bankrupt, makes an assignment for the benefit of his creditors, or suffers a receiver to be appointed to his property.

3) Failure to pay dues, or other charges due this association.

4) Failure to comply with the Articles, By-Laws, or rules or regulations lawfully promulgated by the Directors of this association.

5) Failure to comply with Federal, State, and local laws and regulations.

Any member shall be given 15 days written notice of the grounds therefore, and the opportunity to appear before the Directors to answer any charges.

Section 5: Property Rights

(a) Resignation or termination of membership as in these By-Laws provided terminates any and all property rights or interest of such member in this association.

ARTICLE II

FINANCES

Section 1: Dues Assessment

(a) The Directors shall have the right to assess each member annual dues.

(b) Annual dues shall be prescribed by formula on the basis of gross sales of finfish by grower members and/or relative stake in the activities of the association.

(c) Assessments for Industry Associate Members shall be based upon gross sales to Grower Member companies and/or relative stake in the activities of the association.

(d) Revenues derived from assessments shall be used for non-profit activities of the association only.

(e) Assessments shall be payable monthly for members whose annual dues exceed $3,000 per year. For all other members, assessments shall be payable quarterly. First payments shall be due and payable on the first day of the Association fiscal year and on the first day of the subsequent payment periods thereafter.

(f) Special assessments to finance special service activities of the association shall be submitted to the Board of Directors for approval.

(g) A minimum assessment for any member shall be established each year by the Board.

Section 2: Charges

(a) Special service activities of the association shall be financed in full by members requesting such service. All costs Incurred to provide such service shall be pro-rated on an equitable basis among the members requesting such service.

(b) Special service activities of the association shall not be made available to non-members of the association.

Section 3: Surplus Fund

(a) The association shall not engage in any business, trade, avocation, or profession for profit, but may accumulate a surplus fund from dues, assessments, and other charges, which, upon dissolution of the association shall be distributed to the members in proportion to their contribution as determined by the Directors.

ARTICLE III

MEMBERSHIP MEETINGS

Section 1: Time and Place of Meetings

Membership meetings shall be held at such time and place, within the State of Washington, as may be determined by the Directors from time to time. An Annual Business Meeting of this association shall be held within 60 days after the end of the Association fiscal year.

Section 2: Notice of Meetings

(a) Fourteen days written notice of the time and place of the Annual Meeting shall be given to all members at their last known post office address by U.S. mail postage prepaid.

Section 3: Special Meetings

(a) Special meetings of the members may be called at any time by the Board of Directors.

Section 4: Quorum

(a) A membership meeting duly called can be organized for the transaction of business whenever a quorum is present. A quorum shall consist of 1) a majority of the Board of Directors plus five members in good standing other than members who are directors or 2) all members of the Board of Directors plus one other member in good standing. A majority of such quorum shall decide any question which may come before the meeting. Members present at any organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

Section 5: Convene, Act, and Adjournment of Meetings

(a) If a quorum is not present, the members present in person may convene, act, and adjourn. Any and all actions, however, taken under this section shall require ratification by such additional members as necessary to constitute a quorum within 30 days of the original action adopted. If a quorum be present, the meeting may be adjourned from day to day as those present see fit.

Section 6: Voting

(a) Each member, regardless of membership category, shall be entitled to one vote and the interest of each member shall be equal to that of any other member.

Section 7: Proxies

(a) Proxies duly executed shall be recognized in any meeting. To be duly executed the member relinquishing voting privileges must execute written, verbal, phone or electronic notice prior to the meeting.

Section 8: Order of Business

(a) At the annual business meeting, and as far as practical, at all other meetings of members, the order of business shall be as follows:

1) Roll call

2) Annual report of officers, committees, staff and directors

3) Floor nominations and elections (if necessary)

4) Unfinished business

5) New business

6) Results of elections

7) Adjourn

ARTICLE IV

DIRECTORS

Section 1: Qualifications and Powers

(a) The business and property of this Association shall be managed by a “7” member Board of Directors.  Membership on the Board of Directors shall be limited to Association members. “Five” of the Board seats shall be determined by election of the general membership at the annual meeting,  by written ballot conducted by mail or by electronic mail by the SecretaryPrinted copies of all ballots shall be retained on file for at least four (4) years.

(b) The ballot will be prepared by the outgoing board of directors and will consist of no fewer than 5 (see amendment) nominees.

(c) Additional nominees may be made from the floor.

(d) The board may appoint two additional Board members

Section 2: Term of Office

(a) Each director shall serve a term of one year.

Section 3: Induction of New Directors

(a) New Directors shall forthwith be induced into office effective the first day of the Membership/Fiscal year or immediately upon their election whichever is later. The new Board of Directors shall meet, elect officers and attend to such other business as may come before it, including consideration of a resolution empowering an Executive Committee to act on the Board's behalf. All other meetings of the board of directors shall be held at such time and place as the Board of Directors shall establish, not less than once a quarter.

Section 4: Special Meetings

(a) Special meetings of the Board of Directors may be called by the President or any three Directors by requesting the Secretary, or his approved designee to give written, verbal telephonic or electronic notice to each Board member at least five working days previous to such special meeting.

Section 5: Quorum

(a) A majority of the seated Board of Directors shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the Directors present shall be the acts of the Board of Directors.

Section 6: Control of Officers and agents

(a) All officers and agents, including compensated agents, of the corporation shall be subject to the control of the Board of Directors.

Section 7: Compensation of Directors

(a) The Board of Directors shall have the authority to directly or through its designated officers fix the compensation of all officers and agents, including compensated agents, of this association. Directors as such shall not receive any stated salary for their services, but by resolution of said Directors a fixed sum and expenses for attendance, if any may be allowed for each regular and special meeting of said Directors, provided that nothing herein contained shall be construed to preclude any Director from serving in any other capacity and receiving compensation therefore.

Section 8: Order of Business

(a) The Board of Directors may prescribe the order of business to be followed by them.

Section 9: Executive Committee

(a) The Board of Directors may, by resolution passed by a majority of the whole board, empower the President to designate three or more members of the association to constitute an Executive Committee which, to the extent provided by said resolution, shall have and exercise the authority of the Board of Directors in the management of the business of the Association. The Executive Committee may conduct their business in person, in writing, by individual poll or by facsimile machine. Full attendance of the Executive Committee shall constitute a quorum and a majority shall be required to adopt motions on behalf of the Board.

ARTICLE V

OFFICERS

Section 1: Number

(a) The officers of this Association shall be a President, a Vice President, a Secretary and a Treasurer.  Additional officers may be appointed on an interim basis by the Board of Directors as may be necessary for the business of the corporation at any regular meeting. The positions of Secretary and Treasurer may be filled concurrently by one person at the discretion of the Board.

Section2: Term

(a) The officers of the Association shall hold office for two (2) years and until their successors are chosen and qualified.  The entire WFGA Board shall stand for election every other year beginning in fiscal year 2011.  Those holding office in fiscal 2010 shall retain the office until the next election cycle.

Section 3: President

(a) The president shall preside at all full meetings of the Directors of the association and all membership meetings.

(b) The President shall appoint all other committees as necessary to fulfill the objectives of the Association.

Section 4: Vice President

(a) In the absence of the President, the Vice President shall perform all the duties and exercise the powers of the President, and shall perform such other duties as shall from time to time be imposed upon him by the Board of Directors.

Section 5: Secretary

(a) The Secretary or designee shall keep an accurate record of all the proceedings of the membership meetings and of the meetings of the Board of Directors and the Executive Committee. The Secretary, or a designee approved by the Board, shall give notice of all meetings to members of the Board and shall perform such other duties as the Executive Committee or the Board may require. The Secretary or his designee shall keep and accurate list of members and perform such other duties as are incident to the Office of Secretary.

Section 6: Treasurer

(a) The Treasurer or a designee approved by the Board shall have custody of all moneys of the Association, and shall keep regular books of account and balance the same annually. He shall deposit all moneys and other valuable effects in the name of and to the credit of the association with such depositories as may be designated by the Board of Directors,

(b) The Treasurer or his designee may be required to post a bond for the faithful performance of his duties and in such sum as the Board of Directors shall specify which bond shall be satisfactory to said Board. He shall provide detailed reports of the receipts and disbursements of this association at each regular meeting of the Board of Directors and at regular membership meetings, and his books of account shall be open to inspection of any Director at any time.

ARTICLE VI

AMENDMENTS

Section 1: Procedure to Amend

(a) Any proposed amendments to the By-Laws shall be presented in writing to the Board of Directors. The Board, in its discretion, may order the same submitted to the membership. If submitted to the membership, such submission shall be done by mail and all members shall be given opportunity to comment. Comments received will be submitted to the Board of Directors.  An affirmative vote of a majority of the full membership of the Board of Directors shall be necessary to amend these By-laws.

Amendment 1: ARTICLE IV, DIRECTORS, Section 1: (Adopted by the Executive Committee acting with full authority of the Board of Directors on 08-16-05)

(a) The business and property of this Association shall be managed by a “7” member Board of Directors.  Membership on the Board of Directors shall be limited to Association members. “Five” of the Board seats shall be determined by election of the general membership at the annual meeting or by written ballot conducted by mail by the Executive Director.

(b) The ballot will be prepared by the outgoing board of directors and will consist of no fewer than “5” nominees.

Amendments to the Bylaws of the Washington Fish Growers Assn.  – Adopted April 20, 2010

Amendment 2: ARTICLE I, MEMBERSHP, Section 1:

(b) The Board of Directors may provide for a non-grower membership, with voice and office-holding privileges, to be issued upon payment of such dues as may be prescribed by said Directors. They shall be designated as ''Industry Associate'' members or “Individual members”, and shall be entitled to receive such information, bulletins or other material as is sent to the mailing list of grower members of the Association. In addition, Industry Associate members shall receive special advertising privileges and opportunities related to activities of the association, as prescribed by the Board.

Amendment 3: ARTICLE IV, DIRECTORS, Section 1:

  1. The business and property of this Association shall be managed by a “7” member Board of Directors.  Membership on the Board of Directors shall be limited to Association members. “Five” of the Board seats shall be determined by election of the general membership at the annual meeting,  by written ballot conducted by mail or by electronic mail by the SecretaryPrinted copies of all ballots shall be retained on file for at least four (4) years.

Amendment 4: Article V, OFFICERS, Section 2:

Term

         (a) The officers of the Association shall hold office for two (2) years and until their successors are chosen and qualified.  The entire WFGA Board shall stand for election every other year beginning in fiscal year 2011.  Those holding office in fiscal 2010 shall retain the office until the next election cycle.