Our Bylaws

American Aronia Berry Association
Revised March 13, 2021

ARTICLE  I

Section 1.01. Name
The name of the Association is American Aronia Berry Association (AABA). The said Association shall operate as an independent, nonprofit, nonpartisan association. (501)(c)(6),

Section 1.02. Location
The official organization address shall be in the state of Iowa to satisfy incorporation requirements.  The physical address will be determined at the discretion of the Board of Directors.

Section 1.03. Organization Area
AABA is incorporated in the state of Iowa, but there are no geographical boundaries for membership.  AABA welcomes membership and provides advocacy for the Aronia industry throughout North America.

ARTICLE  II

Section 2.01. Purpose
The Association is organized to promote the common business interests of Aronia growers within the meaning of Section 501(c )(6 ) of the Internal Revenue Code.

Primary emphasis will be education and communication among members.  Activities shall include:

Educating members about marketing Aronia
Introduction and education of the general public about Aronia and its value added uses to increase market demand
Improving quality and marketability of Aronia through education and research
Promoting a social and political environment conducive to growing and marketing Aronia
To facilitate supply network communications from grower to end users
To network and cooperate with related government agencies, education institutions, other organization and private industry to address these stated purposes

ARTICLE III

Section 3.01. Membership
AABA are three has one type of membership:

Voting Membership:  Anyone who has a common business interest in growing Aronia (or who plans to grow Aronia) can become a voting member.  Business entities involving multiple individuals shall have only one designated voting member.  Members of cooperative groups of growers can have individual membership and voting rights.  The American Aronia Berry Association Board, at their discretion, has the authority to waive the membership fee for research and educational applications.

Associate Membership:  Any non-fruit producing entity that has a commercial interest in Aronia can become a non-voting member.  Associate members can be individuals, firms, institutions, or organizations.

Academic Membership:  Anyone who has an interest in learning about and promoting Aronia for non-commercial reasons can become non-voting members at a reduced membership fee.  Academic members can be students, teachers, instructors, institutions or members of the general public.

(Amended March 17, 2018 – Annual Meeting)

Section 3.02. Dues
Due structure and amount for all membership classifications will be recommended by the Board of Directors and must be approved or changed by motion, second and majority vote of the eligible voting membership at its annual meeting or at any duly called meeting of the membership.

Membership is based on the calendar year. An annual membership will run from January 1st through December 31st of each year.  Dues must be paid at the beginning of the calendar year to remain as members in good standing. Membership privileges will be revoked after a 30-day grace period.  Dues are not prorated and are non-refundable.  Dues received after October 31 1st shall apply to the following calendar year. After the 30 day grace period, a member’s status will change from active to expired.

(Amended March 17, 2018 – Annual Meeting)

Section 3.03. Good Standing
Those members who have paid the required dues and fees in accordance with these bylaws and who are not suspended shall be members in good standing.

Section 3.04. Causes of Termination
A membership shall terminate on occurrence of any of the following events:

§ Resignation of the member on reasonable notice to the Association.

§ Expiration of the period of membership, unless the membership is renewed on the renewable terms fixed by the Association.

§ Failure of the member to pay dues or fees as set by the Association within thirty (30) days after they become due or payable.

§ Member has failed in a material or serious degree to the rules of conduct of the Association, or has engaged in conduct materially and seriously prejudicial to the purposes and interest of the Association as determined by the Board of Directors of the Association.

Section 3.05. Voting
Only voting memberships who are current in the payment of dues are entitled to vote at the Annual Meeting and other such meetings where a vote of the membership is required or desired. A single vote is awarded per voting membership regardless of the number of parties named on the membership.

All members regardless of membership type, shall have the right to speak at a general meeting of the membership. Voting members will be notified 10 days in advance of a regularly scheduled meeting about issues that will require membership vote.  Those who cannot attend in person can request to cast a vote electronically, by phone or by mail prior to the scheduled meeting and their vote will be counted at the regularly scheduled meeting along with those cast in person.

In the event of a non-regularly scheduled meeting required to address specific issues in a timely manner, all members of record will be contacted and voting members allowed ten (10) days to cast a vote electronically, by phone, or by mail, at which time the majority vote of qualified respondents will be construed as the majority vote of the voting membership.

Section 3.06. Members Meeting Notice and Quorum
A quorum of the members shall consist of a majority of the members who cast a vote as specified in 3.05 of this section. A duly called meeting shall be set and called by the President of the Association, with all members given a minimum of twenty-one (21) days’ notice. The President of the Association shall call a meeting of members within forty-five (45) days if a majority of the voting membership petitions the Association for a meeting of members.

ARTICLE IV

Section 4.01. Election of Board of Directors
The Board of Directors shall consist of nine (9) members that are elected at large from the voting membership at the Annual Meeting.  Board members will serve staggered three (3) year terms.  If a vacancy occurs prior to the annual meeting, the Board of Directors at its discretion, can appoint a replacement to temporarily fill that position or function with less than nine (9) members until the next annual meeting.  Voting members will vote to fill three (3) expired Board positions annually.  They will also vote to fill any Board vacancies that have occurred during the past year.  No person may hold more than one Board (Officer) position  (President, Vice President, Secretary, Treasurer) at one time.  Board members can serve two (2) consecutive three-year terms and then must wait one year before nomination for another term on the Board of Directors.  All positions on the Board of Directors must be held by voting members.  In addition, legal counsel will be utilized by the Board of Directors for legal advice.  A parliamentarian will be appointed to oversee compliance with Robert’s Rule of Order.
_____ Amended March 13, 2021

Section 4.02. Selection of Association Officers
The President and Vice President shall be elected members of the Board, and selected by the Board of Directors after the annual meeting.  The Secretary and Treasurer can be chosen from the nine (9) elected members of the Board of Directors, or in the absence of qualified and interested Elective Board members, these positions can be filled by qualified non-elective individuals nominated by the President with the majority approval of the other Board members.  Non-elective officers can participate in all Board discussions, but do not have voting privileges on the Board.  The Secretary and Treasurer positions can be combined and served by one qualified individual.

Section 4.03 Committees
All elective Board members not serving as an officer shall serve as a chair or co-chair person of a standing committee.  Committee designations and their responsibilities will be described in recorded policy statements that can be changed by the Board of Directors from time-to-time based on changing needs of the Association.  Duties include the recruitment of other qualified and interested committee members and to report committee activities to the Board of Directors as a whole.

Section 4.04 Position Descriptions

President:
The President shall be the principal executive officer of the Association and shall in general supervise and control all the business and affairs of the Association. The President of the Association shall also serve as Chairperson of the Board of Directors. He/she may sign, with attestation of the membership, any deeds, mortgages, bonds, contracts, or other instruments which the membership authorizes to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the membership, these Bylaws, or statue to some other officer and in general he/she shall perform all duties incident to the office of President and such duties as may be prescribed by the Membership from time to time.

Vice President:
In the absence of the President in the event of his/her inability or refuse to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties from time to time as assigned to him/her by the President of the Association.

Secretary/Treasurer:
Secretarial duties shall be to keep the minutes of the meetings of the Association in one or more books provided for that purpose; make sure that all notices are duly given in accordance with the provisions of the bylaws as required by law; perform all duties incident to the office of secretary and such other duties as time-to-time may be assigned by the President of the Association.

Treasurer duties shall be to have custody and responsibility for all funds and securities of the Association; to receive and give receipts for monies due payable to the Association from any source; to deposit all such monies in the name of the Association in such banks, trust companies, or other depositories as shall be selected by the Association; to in general perform all duties from time to time as may be assigned by the President of the Association. The treasurer shall have authority to issue and sign checks for expenditures for any approved amounts, as directed by the Board of Directors.

4.05. Vacancy
Any vacancy occurring on the Board of the Association shall be filled by the majority vote of the remaining Board members, until the next annual meeting. The Board can also exercise the option of temporarily functioning with less than nine (9) members until the next annual meeting as stated in Section 4.01.

Section 4.06. Quorum and Voting Authority
A quorum of the Board of Directors shall be a minimum of 50% of the board present at any duly called meeting of that Board of Directors.  All elected Board members shall have equal voting authority at any called meeting. The President of the Board of Directors will vote only when there is a non-decisive vote.

Section 4.07. Compensation
There will be no compensation for any officer or member of this Association when normal duties are being performed. However, workshop fees and/or travel expenses may be reimbursed if approved by the Board of Directors prior to the event.

Section 4.08. Removal from Office
A Board member may be removed from the Board of Directors for just cause by the vote of not less than two-thirds (2/3) of the current voting members of the Association present at a scheduled meeting, provided notice of such proposed action shall have been duly given in the notice of the meeting and provided the Board member has been informed in writing of the charges preferred against him/her at least ten (10) days before such hearing. The Board member shall be given an opportunity to be heard at such meeting. Any vacancy created by the removal of a Board member shall be filled by majority vote, which may be taken at the same meeting at which removal takes place.

Section 4.09. Manner of Acting
The act of majority of the Board and voting members present at a meeting, which quorum is present, shall be the act of the Association, unless the act of a greater number is required by law or these bylaws.

Section 4.10. General Powers
Accordingly, the Association has full authority to conduct activities in accordance with lawful purposes as contained within the Code of Iowa, related legislation and regulations.

Section 4.11  Bonds
The Directors may require every officer and other individuals to whom funds or other property of the Association are entrusted, or who  is empowered to disburse or authorize disbursement of funds, to furnish, at Association expense, a bond in the amount the directors shall determine.

Section 4.12 Insurance
The Directors shall determine that insurance for the property of the Association and property in its possession, or stored by it, may need to be acquired to safeguard loss or damage to said property.  This insurance will be funded by the Association.  This may also include, but not limited to fiduciary insurance, liability insurance, or any other types it may be deemed necessary for the good of the Association.

Section 4.13 Audits
Periodically, as the Board of Directors shall determine, the books and accounts of the Association shall be reviewed by a party designated and approved by the Board.  This may include the outside tax preparer, or another designated third party that is duly qualified to perform such tasks.  The scope of such review will be kept in line with the level of assets and transactions performed by the Association.

Section 4.14 Inurement
Any earnings received by AABA must be used for the benefit of all members and cannot be inured to the benefit of any individual member or group.

ARTICLE V

Section 5.01. Order of Business
The order of business at any regular or special meeting of the members of the Association shall be:

A. Approval of Agenda

B. Reading and approval of any unapproved minutes

C. Presentation and approval of Treasurer minutes

D. Reports of officers and committees

E. Unfinished business

F. New business

G. Adjournment

Section 5.02. Parliamentary procedure

Robert’s Rule of Order shall be followed for all meetings.

On questions of parliamentary procedure not covered in these Bylaws, a ruling by the President shall prevail.

ARTICLE VI

Section 6.01 Fiscal year
The Fiscal year of the Association shall begin on the first day of January and shall end on the last day of December in each year.

Section 6.02. Annual Meeting
The Annual Meeting of the Association shall be held at a time and place designated by the President and Board of Directors. Notice will be distributed to each member at least ten (10) days before the meeting.

Section 6.03. Additional Meetings
Additional meetings of the association may be called by the President at any time, or upon petition in writing of any five (5) Directors of the Association in good standing, or by petition of a majority of the voting membership.

Notice of special meetings shall be emailed to each member at least twenty-one (21) days prior to such meetings. Association business requiring membership input between annual meetings can also be conducted in absentia as specified in Article III, Section 3.05. Voting.

ARTICLE VII

Section 7.01. Waiver of Notice
Whenever any notice is required to be given under the provisions of the statutes of said State Bylaws of the Association, a waiver thereof in writing signed by the person entitled thereto, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE VIII

Section 8.01. Repeal or Amendment of Bylaws
These Bylaws may be replaced or amended by majority vote of eligible voting membership during the Annual Meeting of said Association, as set forth in Article III, Section 3.05,or at any special meeting called by the Officers and Directors of the Association for such purpose following notification set forth in Article III, Section 3.06.

The undersigned Executive Officers of the Association identified in the foregoing bylaws, do hereby certify that the foregoing revised bylaws were presented and duly adopted by majority vote of voting members present at the February 28, 2014 annual meeting of said Association, and they now constitute the bylaws of said Association.

President                                               Vice President
Kent Klinkefus                                     Lynn Jensen

Treasurer                                               Secretary
Janice Merrill-Mann                          Dennise Bowyer