THIS CORPORATION has been formed to foster agricultural awareness and
advocacy in the State
of Idaho and to promote, educate and defend the industry in accord with the free
Further: to gather and disburse statistical and other information to the
membership and to the public at large; aimed at maintaining a continuing
interest and awareness in matters affecting the production of food and fiber and
its related problems.
To refrain from engaging in partisan politics while acting in unison with
other segments of agriculture and government on matters of mutual concern
and to insure the independence and responsibility of the individual member
EXERCISE OF CORPORATE POWERS: The corporate powers, business and property of
the corporation shall be vested in and exercised, conducted and controlled by
members composed of the designated representatives of the
participating member organizations. One third of the organizational members shall
constitute a quorum.
A. ELECTED OFFICERS: The elected officers of the corporation shall consist
of the President, Vice President and Secretary-Treasurer. The membership shall
elect the President, Vice President and Secretary-Treasurer. Elected officers
must be designated representatives of organizational members of the
corporation. All elected officers of the corporation shall hold office at the
pleasure of the membership for a one-year period. The President and
Vice President may serve no more than two successive terms of office. The
officers of the corporation shall serve without compensation.
B. APPOINTED OFFICERS: The appointed officer of the corporation shall
consist of the Executive Director, who shall be appointed by the Executive
Committee and shall hold office at the pleasure of the Executive Committee
with the consent of the members.
MEMBERS: The powers and duties of the members are:
A. Members are designated representatives of the organizational members and
their manner of appointment shall be at the pleasure or discretion of the
participating members. Each organizational member may annually designate up
to five individuals to represent their membership with the corporation. In the
event of the absence of the designated representative from any regular or
special meeting of the Food Producers of Idaho, Inc. the organizational
member may designate in written or electronic form to the executive director
the day of the meeting or in advance the name of a proxy representative to be
empowered to cast the vote on all matters requiring action.
B. To appoint and remove at pleasure all officers, agents and employees of
the corporation, other than members, prescribe such duties for them as may not
be inconsistent with law and these By-laws, fix their compensation (except in
the case of members) who shall serve in that capacity without compensation and
require from them in such cases as the members deem appropriate,
security or faithful service.
C. To conduct, manage and control the affairs and business of the
corporation, and make such regulations therefore, not inconsistent with law
and these By-laws as they may deem best.
D. To approve and admit to membership persons, firms, associations, and
corporations, qualified therefore under the provisions of the Articles of
Incorporation of this corporation, and these By-laws, except the voting
privilege to be limited to non-profit agricultural organizations and/or
To levy and collect dues in accordance with the provisions of these
Generally to transact all the affairs of this corporation.
A. The members shall elect an Executive Committee consisting of the
President, Vice President and Secretary-Treasurer, one Standing Committee
chairman (appointed by the President) and the two immediate past presidents if
they are able to serve. In the absence of either of the past presidents, the
President may designate any former past president to serve in the position.
The committee shall have the power to appoint an Executive Director who
shall hold office at the pleasure of the Executive Committee.
The committee shall likewise have power to create and appoint such other
committees and administrative position as it may determine from time to
All of the members of the said Executive Committee and any such other
committees and appointed positions shall hold office at the pleasure of the
membership. All committees of the corporation, standing or special, shall
operate under the procedures established Attachment B – "Ground Rules
for Committees Created for Public Policy and Legislative Issues."
Meetings of the Executive Committee shall be held at the office of the
corporation or any other place, which may be designated by the President or
the Executive Committee. These meetings will not be held on predetermined
dates, but when the President, or a majority of the Executive Committee may
deem it advisable. A majority of the Executive Committee shall constitute a
The corporation shall designate the following standing committees: Minor
Crop Alliance, Agriculture Pavilion, Congressional Aides Tour, Ag All Stars
and Summer Picnic. Additional standing committees may be appointed by the
Executive Committee or by action of the members.
Committee chairmen must be designated representatives from organizational
Annually, all categories of members will be solicited for participation on
standing committees. The actual appointment and size of each standing
committee shall be determined annually by the Executive Committee.
The president shall appoint the chairman and/or co-chairmen of each
All committees shall submit an annual budget and accountability of funds
expended for committee action to the membership. Some committees by action
of the Executive Committee may maintain designated fund accounts within the
corporation’s financial operations.
The power and duties of the
A. To preside at all meetings.
B. To call special meetings of the membership and/or of the
Executive Committee, at times when deemed proper.
C. To sign as President of the corporation, all deeds, conveyances,
mortgages, leases, promissory notes, contracts, obligations, certificates and
other papers and instruments in writing that may require such signature, as
directed by the Executive Committee, and to perform such other duties as the
members may determine.
PRESIDENT: The duties of the Vice President are:
A. In the absence or disability of the President, the Vice President shall
assume the duties of President.
B. In the absence of the President and the Vice President, a past president
of the corporation shall assume the duties of the President.
C. The Vice President
shall perform such other duties as the Executive Committee or the President may
from time to time prescribe.
The duties of the Secretary-Treasurer are:
A. To keep an accurate record of the proceedings of all meetings of the
members and the Executive Committee.
B. Generally to do and perform all such duties that are pertinent to the
office as may be required by the Executive Committee or by the
C. To sign all checks as directed by the Executive Committee.
Sign other documents, i.e., drafts and promissory notes.
Keep an accurate, up-to-date accounting of all funds of the corporation
and shall report the same to the members and/or the Executive Committee as
Any of these duties may be assigned by the Executive Committee to the
A. There shall be an annual meeting of the members of the corporation at a
date and location deemed advisable by the Executive Committee. At
said annual meeting, the representatives of the participating member
organizations shall elect an Executive Committee to serve in a manner
provided by these By-laws. Any member elected to the Executive Committee
subsequent to the annual meeting shall serve only during the remaining part
of the fiscal year and up until the following membership meeting. The
President and the Secretary shall give notice of the annual meeting to the
members at least ten (10) days before the meeting. The notice shall state
the number of members to be elected to the Executive Committee and
such other business proposed to be transacted at such meeting.
B. The President, the Executive Committee, or a majority of the
organizational members may call a special meeting of the association
by giving notice at least five (5) days before said meeting, of the time and
place of the meeting and the purpose for which said meeting is called.
C. It shall be the duty of the Secretary, upon demand of the President, or
the Executive Committee, to prepare and send notice of any special meeting
to each member of the corporation in accordance with B of Article IX.
All meetings shall require a quorum (refer to Article I) of the
corporation insofar as election of members of the Executive Committee and
other routine affairs of the corporation. For legislative policy of the
corporation, refer to Attachment A.
Each participating membership shall have an equal vote in the affairs of
Prior to the annual meeting, there shall be appointed by the Executive
Committee, or a quorum thereof, a nominating committee of three (3) members
who shall not be members of the Executive Committee. Their duties shall
consist of submitting to the organizational members at the annual
meeting for their consideration at least as many names as there are
vacancies. Additional nominations may be made from the floor.
Roberts Rules of Order is established as the parliamentary authority for
all regular and special meetings of the corporation.
An Executive Session may be requested at any time by an organizational
A. No firm, person, association, corporation, or commission shall become a
member of this corporation unless and until it shall have been approved for
such membership by a majority
vote of members present at a regular or special meeting of the
B. There shall be three (3) forms of membership:
Organizational members (one vote) referred to as members
Organizational affiliates (non-voting)
Individual affiliates (non-voting)
dues for each classification shall be determined annually by the membership of
C. Voting rights shall be extended only to those voting member organizations
whose dues are paid in full.
Anyone seeking an organizational membership should be prepared to
have a representative attend a membership meeting to give background
information about the firm, person, association, corporation or commission.
Written materials from the applicant may be requested for distribution to
the members. The membership year for all classifications of membership will
be the fiscal year, January 1-December 31.
Any officer or member organization may resign by submitting
resignation to any meeting of the Executive Committee of the
members, or by mailing or faxing its resignation to the corporation;
and thereupon; such resignation, without the necessity of any
acceptance, shall become effective forthwith unless otherwise
By-laws may be amended at any annual or special meeting of the
organizational members by a majority of the members present,
providing, however, that a quorum of the total members are present,
provided notice of meeting contains in substance the amendment
proposed and it is mailed to the members of the at least ten (10)
days prior to such meeting.
March 19, 1997, at a Regular Meeting in Boise, Idaho
Amended April 16, 1997, at a Regular Meeting in Boise, Idaho
Amended March 3, 1999, at a Regular Meeting in Boise, Idaho
Amended June 4, 2002, at a Regular Meeting in Boise, Idaho