Mission & Vision
North American Industrial Hemp Council
The name of this Council shall be "North American Industrial Hemp Council"
The purposes of the Council are:
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.
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.
Section 1. Classes of Membership. There shall be two (2) classes of membership:
a. Regular membership.
b. Honorary membership.
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
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.
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
6. Transfer. Membership in the Council shall not be transferable or
assignable without the approval and consent of the Board of Directors.
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.
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.
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
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.
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.
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.
VOTING BY MEMBERS
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
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.
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.
BOARD OF DIRECTORS
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.
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.
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
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.
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
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
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.
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.
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.
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
representative group as that of the director creating the vacancy. The
person so elected shall complete the balance of the unexpired term.
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
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:
2. Business and Industry
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
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.
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.
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.
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.
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.
DUTIES OF OFFICERS
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
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.
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.
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.
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.
STATE OR REGIONAL COUNCILS
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.
CONTRACTS, LOANS, CHECKS AND DEPOSITS
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.
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.
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
The fiscal year of the Council shall commence January 1 and shall end on December 31 of each year.
INDEMNIFICATION AND INSURANCE
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.
AMENDMENTS TO BYLAWS
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
contained in the most current edition of Robert's Rules of Order shall
govern the proceedings of any meetings of directors/members of the
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.