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North American Industrial Hemp Council (NAIHC)

BYLAWS

ARTICLE I
CORPORATE NAME

The name of this Council shall be "North American Industrial Hemp Council"

ARTICLE II
PURPOSES

The purposes of the Council are:

To promote commercialization and use of industrial products made from industrial hemp. To seek commercialization of industrial uses of industrial hemp and other annual crop fibers by organizing specific project consortiums of business, public interest groups, government, and academia. Encourage government policies and programs that assist in expanded commercial activity in this area. To collect information on industry and biomass needs and disseminate by mean of newsletters, journals, books, electronic dissemination, conferencing and other appropriate means; to inform and educate the public about the benefits of building our society on renewable raw materials.  The Council shall not engage in buying, selling or order-taking with respect to agricultural annual fibers or commercialized industrial products made from agricultural annual fibers.

ARTICLE III
OFFICES

The principal office of the Council shall be located in Madison, Wisconsin and may have such other offices at such other places as the Board of Directors may determine from time to time.

ARTICLE IV
MEMBERSHIP

Section 1.  Classes of Membership.  There shall be two (2) classes of membership:

    a.    Regular membership.
    b.    Honorary membership.

Section 2.  Eligibility.  Any individual, firm, organization or association interested in promoting the commercialization and the use of industrial products made from agricultural annual fibers and supports the purposes, policies and objectives of this Council and who shall pay the dues as provided herein, shall be eligible for membership in this Council.

Section 3.  Regular Membership.  The regular membership includes producers, processors, manufacturers, marketers, developers, government agencies, public interest groups, trade associations and individuals.  The regular membership shall be the voting members.
Section 4.  Honorary Membership.  Honorary membership may be conferred upon a person by the Board of Directors, upon recommendation of the Nominating Committee, who has shown dedication, enthusiasm, support and significant contribution to the purposes of this Council.  Such membership shall be non-voting and non-dues paying.

Section 5.  Dues.  The membership dues are as follows:

    a.    Business and Industry
        Total Annual Sales            Annual Dues
    $1 billion or more                    $2,500
    $250 million to $1 billion        $1,000
    $2.5 million to $250 million    $500
    $2.5 million or less                  $250

    b.    Government Agencies, Councils, and Individuals
    Government Agencies     $500
    Not for Profit                   $500
    Individual                        $100

Section 6.  Transfer.  Membership in the Council shall not be transferable or assignable without the approval and consent of the Board of Directors.

Section 7.  Resignation.  Any member may resign from membership at any time. No resignation shall relieve the resigning member of the obligation to pay any dues for the current fiscal year for which a commitment was made prior to the date of such resignation.

Section 8.  Termination.  Membership may be terminated by the Board of Directors in the event of any action on the part of a member adverse to the best interests of the Council or not in accordance with its purposes or objectives.  Before such termination, the Board of Directors shall give the member an opportunity to be heard at a meeting of the Board of Directors.

Section 9.  Membership Representation.  Each member shall appoint or designate one individual to represent the member as its primary contact in voting on all of the affairs of the Council.

ARTICLE V
MEETINGS

Section 1.  Annual Meetings.  The annual meeting of the members of this Council shall be held each year at such place and time as fixed by the Board of Directors for the purpose of electing the Board of Directors and transacting such other business that may properly come before such meeting.
Section 2.  Special Meetings.  Special meetings of the members of the Council may be called from time to time by the Chairman or by a majority vote of the Board of Directors.

Section 3.  Notice of Meeting.  Written notice stating place, date and hour of any meeting of the membership shall be given at least thirty (30) days prior to such meeting to each member company designee entitled to vote at such meeting.  The purpose or purposes for which the meeting is called shall be stated in the notice of meeting.

Section 4.  Quorum.  A minimum of 5% of the members but not less than 6 members qualified to vote is required to be present to constitute a quorum.

ARTICLE VI
VOTING BY MEMBERS

Section 1.  Voting.  Each individual regular member and organization regular member shall have one vote, to be cast by the duly authorized representative, or by proxy, in either case, in such matters as may be provided by in these Bylaws.

Section 2.  Proxies.  Any qualified voting member may vote by proxy; provided the written proxy statement is in the hands of the NAIHC Chairman for validation not later than 48 hours before the annual membership meeting.  Proxies may be given only to a duly authorized representative of the qualified voting member company represented by the delegates in whose absence the proxy is given.

Section 3.  Majority Vote.  At any legally held meeting of the members of the Council, a majority vote will be required for all actions.  At any such meeting, only regular members shown by the records of this Council to have paid their current annual dues and being otherwise in good standing, shall be entitled to vote.

Section 4.  Ballots Mailed to Members in Lieu of Meeting.  Any questions affecting the welfare of the Council or its members may be submitted to the members for a ballot by mail when such action is approved by (i) the Chairman, or (ii) by a majority of the Board of Directors, or (iii) initiated by a written petition filed with the President by members holding twenty percent (20%) or more of the
voting rights of the Council.  Ballots indicating the members' vote on any question so submitted shall be mailed to the President and shall bear a postmark within fifteen (15) days of the date that the ballot incorporating the question is mailed.  A majority of the votes received by mail shall be controlling on the question submitted.

ARTICLE VII
BOARD OF DIRECTORS

Section 1.  Duties of the Board.  The property, business and affairs of the Council shall be managed by the Board of Directors, who shall elect Council officers, confirm members of the Council and generally be responsible for the activities of the Council.

Section 2.  Number of Directors.  The Board of Directors shall consist of up to twelve (12) directors but not less than 10 directors elected by the membership in accordance with Section 3 of this Article.  The Board of Directors may appoint new directors and directors to fill unexpected vacancies during any calendar year.  Directors will stand for re-election at the annual membership meeting each year.  The President shall be an ex officio non-voting member of the Board of Directors.

Section 3.  Election of Directors.  The Chairman of the Nominating Committee shall present nominees for election during the annual meeting of the members.  At the time the nominations are presented, the presiding officer at the annual meeting must call for nominations from the floor.  The nominees for each directorship receiving the highest number of votes in the first ballot shall be declared elected.  Each regular voting member shall be entitled to one vote for each director to be elected.

Section 4.  Term of Office.  The term of office for each member of the Board of Directors shall begin immediately following the annual meeting of the Council and shall serve for one year.

Section 5  Designation of Offices.  The Board of Directors shall elect the officers of the Council who shall be Chairman, Vice Chairman, Secretary, Treasurer. The Board of Directors shall have the power to create such additional officers as may be deemed necessary or appropriate who, if appointed, shall serve as non-voting members of the Board of Directors.

Section 6.  Annual Meetings.  The annual meeting of the Board of Directors will be held immediately following the annual meeting of the members.  The officers shall be elected at this meeting and conduct other business as determined by the Board of Directors.

Section 7.  Regular Meetings.  Regular meetings of the Board of Directors shall be held as provided by resolution of the Board of Directors.

Section 8.  Special Meetings.  Special meetings of the Board of Directors may be called by or held at the request of the Chairman or any three (3) directors.  The person or persons authorized to call special meetings of the Board may fix any place as a place for holding any special meeting of the Board called by them.

Section 9.  Notice of Meetings.  Notice of any meeting of the Board of Directors shall be given at least fourteen (14) days previously thereto by written notice to each director at his address as shown by the records of the Council.  Notice may be given by the Chairman or the President of the Council.

Any director may waive notice of any meeting.  The attendance of a director at a meeting shall constitute a waiver of notice except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 10.  Quorum.  At any regular or special meeting of the Board of Directors six (6) directors present shall constitute a quorum for the transaction of business.

Section 11.  Compensation.  Members of the Board of Directors shall not receive compensation or salary for their services but, by resolution of the Board, an amount designated by the Board of Directors shall be allowed for attendance at the annual meeting of the Board to cover travel and other expenses provided nothing herein contained shall be construed to preclude any member of the Board of Directors from serving the Council in any other capacity and receiving compensation or expenses therefor.

Section 12.  Action Without Meeting.  Members of the Board of Directors or any Committee designated by the Board of Directors may participate in a meeting of the Board or Committee by means of conference telephone or similar communication equipment whereby all persons participating in the meeting can hear each other.  Participating in a meeting in this manner shall constitute presence in person at the meeting.

Any action required to be made, or may be taken in a meeting of the Board of Directors or any other Committee of the directors, may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all of the members of the Board or of the Committee, as the case may be.

Section 13.  Vacancies.  In the event of any vacancy on the Board, whether from death, resignation or removal, the Board of Directors may fill such vacancy by election held at the next regular or special meeting of the Board of Directors, provided, however, the director must be a member from
the representative group as that of the director creating the vacancy.  The person so elected shall complete the balance of the unexpired term.

ARTICLE VIII
COMMITTEES

Section 1.  General Powers.  The Chairman, with the approval of the Board of Directors, shall appoint members of the standing Committees or additional Committees as may be deemed necessary to carry out the programs of the Council.

Section 2.  Nominating Committee.  In advance of the annual meeting of the members, the Chairman shall appoint a Nominating Committee for the purpose of selecting a slate of candidates for the Board of Directors and officers for the following year.
    a.    Board of Directors.  The Nominating Committee will present a slate of ten (10) candidates for the Board of Directors.  The Nominating Committee is to consider industry segments in selecting nominees so as the resulting Board of Directors is likely to include at least one member from each of the following categories:
            1.    Agriculture
            2.    Business and Industry
            3.    Environment
            4.    Government
            5.    Academia
            6.    Marketing and Communications

    b.    The Nominating Committee shall consist of not less than three (3) regular members, and shall present nominations at the annual meeting of the members.

Section 3.  Bylaws and Credentials Committee.  The Bylaws and Credentials Committee shall determine the credentials and qualifications of any person elected as a director and voting eligibility of any member of the Council.  The Secretary shall serve as the Chairman of the Credentials Committee.  This Committee shall also be responsible for the periodic review and revision of these Bylaws.

Section 4.  Membership Development Committee.  The Membership Development Committee is to develop and recommend programs to accomplish the mission of the Council by developing and implementing a strategy for obtaining individuals, not for profit Councils, government agencies, processors, manufacturers and producers of industrial products and non-food consumer products as members.

Section 5.  Other Committees.  The Chairman shall appoint additional Committees as deemed necessary from time to time to carry out the work of the Council.

ARTICLE IX
OFFICERS

Section 1.  Election and Term of Office.  All officers shall be elected by the Board of Directors.
Officers shall be elected for a term of one year.

Section 2.  Removal.  Any officer of the Council may resign at any time or may be removed by a majority vote of the Board of Directors whenever in its judgment the best interests of the Council will be served thereby.  The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed.

Section 3.  Vacancies.  If, for any reason, the office of Chairman is vacated, the ChairmanElect shall assume the Chairman's duties and title until a successor takes office.  If any other office becomes vacant, it shall be left vacant until the next annual meeting of the Board of Directors, or may be filled for the unexpired term by a majority vote of the members of the Board of Directors.

ARTICLE X
DUTIES OF OFFICERS

Section 1.  Chairman.  The Chairman shall preside at meetings of the members of the Council and the Board of Directors.  The Chairman shall appoint and serve as an ex officio member of all Committees of the Board of Directors.  The Chairman shall communicate policy decisions of the Board of Directors to the President, and the Chairman will be responsible to the Board of Directors for the execution of those policies by the President.

Section 2.  Vice Chairman.  The Vice Chairman shall preside at meetings in absence of the Chairman and ChairmanElect and shall perform other duties as may be assigned by the Chairman or the Board of Directors.

Section 3.  Secretary.  The Secretary shall be responsible for the minutes thereof and record the proceedings at all meetings of the Board of Directors.  The Secretary shall have custody and control of the Council's minute book and seal.  The Board of Directors may appoint a staff assistant secretary to assist in these responsibilities.  In the absence of the Secretary, the Chairman, with the approval of the Board of Directors, may appoint an Acting Secretary.

Section 4.  Treasurer.  The Treasurer shall be responsible for keeping or causing to be kept the Council's books of account, and shall assume such additional duties as may be assigned by the Chairman.  The Board of Directors may appoint a staff Assistant Treasurer to assist in these responsibilities.

Section 5.  President/Chief Executive Officer.  The President shall be the Chief Executive Officer ("CEO") of the Council and be employed by and be responsible to the Board of Directors for implementing its policies.  The President shall employ and discharge staff employees of the Council and supervise and direct their activities.  The President shall be responsible for and direct the collecting, budgeting, safekeeping, accounting and expenditure of funds of the Council; for execution and performance of all contracts to which the Council may become a party; for all communications of the Council, including liaison with government agencies, legislative bodies, and other public and private institutions, the press and the public at large; for the administration of program activities of the Council and for the supervision of independent contractors employed by the Council.  The President shall serve as an ex officio member of the Board of Directors and all Committees of the Council and shall make a full report of the affairs and activities of the Council at its annual meeting and such interim reports as may be requested.

ARTICLE XI
COMMITTEES

Section 1.  Establishment of Committees.  The following Committees are to be established to provide a mechanism for member participation and develop and implement initiatives, programs and activities to further the purposes and goals of the Council.
    a.    Public Policy & Environment Committee.
    b.    Industry, Research and Technology Committee.
    c.    Agriculture and Rural Development Committee.
    d.    Communications and Market Development Committee.
    e.    Canadian Economic Development Committee.

Council members may belong to one or more of the Committees.  The Committees shall be under the policy supervision of the Board of Directors and all initiatives, programs, activities or other actions taken shall be submitted to the Board of Directors for review and approval.

ARTICLE XII
STATE OR REGIONAL COUNCILS

Section 1.  State or Regional Council.  The Board of Directors is authorized to establish criteria for establishing relationships with other state or regional Councils with similar purposes.

ARTICLE XIII
CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1.  Contracts.  The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Council, and such authority may be general or confined to specific instances.

Section 2.  Loan.  No loans shall be contracted on behalf of the Council and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3.  Checks, Drafts and Other Orders.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Council shall be signed by such officer or officers, agent or agents of the Council and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4.  Deposits.  All funds of the Council not otherwise employed shall be deposited from time to time to the credit of the Council in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE XIV
FISCAL YEAR
The fiscal year of the Council shall commence January 1 and shall end on December 31 of each year.

ARTICLE XV
INDEMNIFICATION AND INSURANCE

Section 1.  Indemnification.  Each officer and director, and such officer or director's heirs, executors, administrators and personal representatives shall be indemnified by the Council against all expenses reasonably incurred (including, but not limited to, counsel fees, cost of preparation for trial or hearing, and settlement out of court) in connection with any action, suit or proceeding pending or about to be instituted to which such officer or director may be a party by reason of being or having been an officer or director of the Council (regardless of the fact that the term may have expired or the services otherwise ended at the time of the incurring of such expenses), except in connection with any such action, suit or proceeding in which such officer or director shall be adjudged guilty of willful misconduct or shall be found to have been derelict in the performance of duty as such officer or director; and except also in the case of any suit, action, proceeding authorized by the directors or a majority of them against any officer or director, such officer or director shall not be so indemnified; and except also in the case of settlement out of court, whether made before or after the institution of any such action, suit or proceeding, there shall be no indemnity unless the settlement, the amount to be paid, and any other thing to be done in accordance with the terms thereof shall have been first approved by the Board of Directors after having received the opinion of counsel for the Council to the effect that there is no reasonable grounds for liability on the part of the officer or director involved and that the proposed settlement is justified as being no more than the estimated cost of litigation.  The foregoing right of indemnification shall not be exclusive of any other right of which such officer or director may be entitled as a matter of law.

Section 2.  Purchase of Insurance.  The Council may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Council against any liability asserted against the individual and incurred by the individual in such capacity, arising out of the status of such, whether or not the Council would have the power to indemnify against such liability under the provisions of this Article.

ARTICLE XVI
AMENDMENTS TO BYLAWS

These Bylaws may be amended or repealed and new Bylaws adopted by a twothirds (2/3) vote of the members present at any meeting of the members, provided that at least thirty (30) days' written notice is given of a proposal to alter, amend or repeal, or to adopt new Bylaws at such meeting. Amendments to these Bylaws also may be made by two-thirds (2/3) of the votes cast by members through a mail ballot as hereinabove provided.

ARTICLE XVII
PARLIAMENTARY RULES

The rules contained in the most current edition of Robert's Rules of Order shall govern the proceedings of any meetings of directors/members of the Council.

ARTICLE XVIII
EQUAL OPPORTUNITY

It is the declared policy of this Council to assure equal opportunities and encouragement without discrimination in all matters, including membership and employment, to every individual, firm or Council, regardless of race, religion, color, sex, age, physical handicap, national origin or ancestry.

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