2016 Bylaws

2016 By-Laws

U.S. Trout Farmer Association, A Co-operative (Also known as the US Trout Farmers Association or USTFA)

Article I Purpose: The U.S. Trout Farmers Association, A Co-operative is organized and exists for the purpose of providing support through promotion, marketing, education and other beneficial acts to strengthen, expand and diversify the industries of and related to trout farming and associated activities, both private and public, within the United States.

The co-operative may engage in any activity within the purposes for which cooperatives may be organized, and all such activities shall then be deemed within its purposes, subject to express limitations.  Its purposes shall include, but not be limited, to the following:

  1. To promote, encourage and improve the propagation of all species of trout (salmonids) and to encourage economical and efficient promotion of commercial trout for table use and live trout for sport fishing.
  2. To encourage and assist in the organization of trout farmers and to enter into agreements with them to assist in the advertising in connection therewith.
  3. To cooperate and confer with Federal, State and local governments or subdivisions, or agencies thereof, on matters of present-species or future legislation or regulation affecting the propagation of all species of trout for the commercial and sports fishing industries in the practical application of such laws and regulations, and to advocate and encourage such legislation as will best serve the interests of the trout industry and the general public.
  4. To disseminate among members, and others, accurate and reliable information pertaining to all matters affecting the propagation of all species of trout.
  5. To establish and promote friendly cooperation and dissemination of information among trout farming and trout producing associations, organizations, groups and individuals; to provide a forum for full and free discussion of all matters of interest of said industry; and to encourage efficiency and promote high ethical standards for the industry.
  6. To perform, provide and furnish educational, administrative or other types of services which promote and improve the various strains of trout.
  7. To gain recognition and support for trout farmers and trout farmers’ organizations in their efforts to supply commercial table trout of the highest quality to the Food Industry and to the American people, both for table use and sport fishing.  Also, to foster efforts towards, and aid in, the restoration and improvement of springs, watersheds, streams and ponds, and in the rearing of improved and hardier strains of trout; and, in general, to actively promote the restoration of angling for trout, one of America’s most important forms of recreation.
  8. To borrow, grant or lend money when in the judgment of the Board of Directors such transactions will further the objectives of the co-operative.
  9. To build, buy or otherwise acquire, own, hold and/or lease property, real or personal, whenever the same is necessary or convenient for carrying out these purposes on the co-operative, and do all things necessary, incidental to or convenient for, the general purposes of said co-operative as hereinbefore outlined.

Article II Offices:

The principal office of this Corporation shall be located at a location determined by the Board of Directors.  

Article III Membership

Section 1. Categories of Members: There shall be two categories of membership in the Association. These are divided into voting and non-voting categories, with specific sub-categories.  

Section 2.  Voting memberships shall be divided into two sub-categories, Producers and Industry Partners.  Classifications of voting members are related to the production capacity of their farms, or as being suppliers of equipment, supplies, feed, eggs, fingerlings fish, pharmaceuticals or educational and testing materials to support the trout farming industry.  A further set of Classifications may be established which allows the member to be recognized as a significant contributor to the U. S. Trout Farmers Association. Voting membership may be shared by a company, family or other identified unit.  Membership in this category allows one vote per membership regardless of the number of names associated with the membership or the amount of the membership dues paid.

Section 3.  Non-voting Associate memberships provide the same privileges and opportunities as voting members, except for the right to vote.  Membership in this category include but is not limited to retired trout farmers, government officials, university researchers and other agricultural or aquacultural organizations. Student memberships shall be made available at reduced cost.  Student memberships shall be limited to individuals attending an accredited university, Community College or public/private High School, with interest in trout aquaculture.

Section 4.  Honorary.  Membership in this non-voting category is reserved for individuals who have provided outstanding service to the industries of aquaculture. This designation may only be granted by vote of the Board at either the Annual or Fall meetings of the U.S. Trout Farmers Association.  Award of this distinction to the individual may take place at a location and time left to the discretion of the Board.

Section 5. Term of Membership shall be annual and shall run from January 1 through December 31 annually, excepting for honorary and lifetime memberships which remain in effect for the lifetime of the honoree.

Section 6 Membership Fees.  Membership classes and fees shall be determined by the Board and reviewed every 4 years beginning in 2016.

Section. 7 Termination or Suspension of Membership

By two-thirds majority vote at a meeting of the Board of Directors, the Board may suspend or terminate the membership of any member whose actions are deemed detrimental to the goals, objectives, and programs of the Association.  There shall be no reimbursement of dues or any portion thereof.

Membership shall be suspended upon non-payment of dues by March 1. Termination shall occur if dues are not paid by the end of June.

Article IV Meetings of the Membership

Section 1. There shall be two Annual Membership Meetings of this corporation, at times and places determined by the Board.  The Fall Annual Meeting shall be held annually in September or October.  The Spring Annual Meeting shall be held in the first quarter of the year.  These meetings may be held in conjunction with other organizations having significant aquaculture interest.

Section 2. Special meetings of the membership may be called by the President, or a majority of the Board, or by petition of a minimum of 20% of the voting members.  Should a Special Meeting be called by petition of the voting membership; the Secretary shall preside over the meeting.

Section 4. Notice of all membership meetings shall be posted on the U.S. Trout Farmers Association web site. All members shall be notified by mail and/or electronic mail, of the location and time of the Annual Spring and Fall meetings at least two weeks in advance of the meeting.  

Section 5. Representation by Proxy is allowed for any voting member.  Such designation requires that the member execute it in writing (physically or electronically) and it is delivered to the Secretary prior to the opening of the meeting.  Annual Membership Meetings shall be presided over by the President.  Meetings shall be conducted in compliance with Roberts Rules of Order and shall explicitly provide opportunities for members to bring items to the attention of the Board, for discussion at regular or called meetings.  

Section 6. A quorum for purposes of conducting the business of the

Association at the Annual Meetings shall be 10% or more of the membership eligible to vote.

Article V

Board of Directors

Section 1. A Board of Directors, hereafter known as the Board, is hereby established to conduct the business of this Association. It shall be composed of eight (8) members.

Section 2

The Board of Directors is empowered to manage the business and affairs of the co-operative.  In the management and control of property, business and affairs of the co­operative, the Board shall have power to make all rules and regulations not inconsistent with law or with these By-Laws for the management of the business and guidance of the committees, officers and members.

Section 3, A simple majority of the board members represents a quorum for conducting business needing a vote.  Informational discussions may take place without a quorum and such a meeting will qualify in meeting the requirement of a quarterly meeting.

Section 4.  The election of Board members shall occur at the Fall Annual Meeting.  Candidates shall be recommended by a Nominations Committee selected by the President.  The Nominating Committee shall be composed of three (3) voting members of the Association including at least one (1) member of the Board.

Nominations from the floor are allowed.  The Secretary of the Association shall preside over the election process.

The nominating committee shall strive to recommend members to the Board who are representative of the Association’s membership.  The nominating committee shall attempt to maintain a majority of the Board members being producers.

Section 5. Eight (8) Directors shall be elected with the following qualification at the annual meeting. All must be voting members of U.S. Trout Farmers Association in good standing.  

Section 6. Terms for Directors shall be for three years.  Directors shall serve until replaced.

Directors are eligible to be re-elected and may serve for a maximum of two consecutive terms (6 years).

Initially the eight officers will be elected in staggered terms of one, two and three years.  Upon completion of the initial term, all Board terms shall be for three (3) years.  The designation in the initial election shall be for 3 members with one year terms, three members with two year terms and 2 with 3 year terms. The initial board shall be created by nominations from the membership, elected to serve specific terms.

Section 7. Removal or Resignation of a Board Member from office Removal may be accomplished by majority vote of the Board only when it is felt to be in the best interest of the Association to do so. Unexcused absences for two (2) consecutive board meetings may be considered as a reason for removal.  Excused absences must be requested from the President by the Board Member.  A Board Member may resign at any time.

Section 8. Vacancies caused by Resignation or Removal of members of the Board. By vote of the board, empty seats shall be filled with a person having the qualifications to fill the position. The replacement shall fill the entirety of the unexpired term of their predecessor.  A replacement shall be elected at the Board Meeting immediately following a resignation.

Section 9. Should a position on the Board be vacant for lack of an individual elected to fill the seat by the membership and before the Board can appoint a member to fill the seat, the actions of the Board will be considered valid and compliant with the By-Laws of this Association.

Section 10. Compensation for Board members shall not include salary or reimbursement for expenses including travel and lodging. The President may allocate a set amount of reimbursement should a Director request financial assistance to perform assigned tasks not including the two Annual Meetings.  Reimbursement shall not to exceed applicable rates established by the Internal Revenue Service.

Article VI Meeting of the Board

Section 1. Meetings of the Board of Directors shall be held quarterly, including one at each of the Annual Membership Meetings. Meetings may be held in person, by telephone or other means as appropriate.  Such meetings may be delayed or cancelled if it is determined that there is an inadequate agenda, scheduling conflicts or other actions, which would prevent adequate attendance to justify the meeting.  A decision to cancel or delay shall require the concurrence of the Officers (President, Vice President, Secretary and Treasurer).

Section 2. Special Board meetings may be called by the President, or a majority of the Board, or by petition of a minimum of 20% of the voting members.  Should a Special Meeting be called by petition of the voting membership; the Secretary shall preside over the meeting.

Section 3. Representation by Proxy is allowed for any Board member.  Such designation requires that the Board member execute it in writing (physically or electronically) and it is delivered to the Secretary prior to the opening of the meeting.  The designated proxy must be a member of the Corporation.

Section 4. A quorum for purposes of conducting the business of the

Association shall be a simple majority of those elected and/or appointed to the Board including Officers.

Section 5. Meetings shall be conducted in compliance with Roberts Rules of Order and shall explicitly provide opportunities for members to bring items to the attention of the Board, for discussion at regular or called meetings.  The President may choose to be an active participant and vote in Board meetings or may select to vote only in the case of a tie.

Article VII Officers:

Section 1. The Officers of the Association shall be a President, Vice President, a Secretary, and a Treasurer.  

Section 1. Nomination of a slate of officers shall be prepared by a committee, appointed by the President. Nominees to hold the Office of President shall have served a minimum of one year on the Board prior to their election as an Officer.

The nominating committee shall be composed of three (3) voting members of the Association including at least one (1) member of the Board.

The nominating committee shall strive to recommend members to the Board who are representative of the Association’s membership.  The nominating committee shall attempt to maintain a majority of the Board members being producers.

At the Annual Fall Meeting, following the election of the Board, the first order of business will be the election of Officers by the Board. In presenting nominees for Officers, the nominating committee shall strive to represent the diversity of the voting membership including but not limited to production differences, support industries and regionalism.

Section 2. Election, term of office, and tenure. The President, Vice President, Secretary and Treasurer of the Association shall be elected by the Board of Directors, annually. There is no term limit for the Secretary and Treasurer other than indicated by their status as Board members.

Section 3. Removal of an officer from office may be accomplished by majority vote of the Board only when it is felt to be in the best interest of the Association to do so. Unexcused absences for two (2) consecutive board meetings may be considered as a reason for removal.  Excused absences must be requested from the President by the Board Member.

Section 4. Vacancies caused by Resignation or Removal of members of the Board.  The board shall be filled by vote of the board with a person having the qualifications to fill the position. The replacement shall fill the entirety of the unexpired term of their predecessor.

Section 5. The President shall be the principal executive officer of the

Corporation. The President shall in general, supervise and control the daily business and affairs of the Corporation. The President may with the support of a majority of the members of the Board, execute contracts and commitments on behalf of the Association. The President shall be responsible for maintaining the operation of the Association in compliance with the By-Laws.

Section 6. The Vice President shall act on behalf of the President at such times that the President is absent, unable or refuses to follow the directives of the Board. This position shall serve as the Sergeant-at-Arms relative to administration of the procedures of Roberts Rules of Order.  

Section 7. The Treasurer shall have charge of and custody of, the funds of the Corporation. The Treasurer shall be responsible for the deposit of funds, payment of debts. The Treasurer shall ensure that the Corporations assets are kept in a manner accountable to the Board and membership. The Treasurer shall provide to the Board a quarterly accounting of the financial status of the Association. The Treasurer shall be responsible for complying with applicable reporting requirements to the Internal Revenue Service and other applicable authorities.

Section 8. The Secretary shall keep the minutes of meetings and be responsible for the maintenance of records and files of the Association. The

Secretary shall insure that notices of all meetings are noticed as required in the By-Laws. Minutes of meetings shall be provided to the Board at the succeeding meeting for approval.  Should a Special Meeting be called by 20% petition of the voting membership, the Secretary shall preside over the meeting.

Section 9 Should an Office be vacant for lack of a qualified and committed individual from the Board, actions of the Board will be considered valid and compliant with the By-Laws of this Association.

Article VIII

Finance: Contracts may be entered in upon by majority vote of the Board when it is determined that such a commitment will be in the best interest of the Association.

Article IX

Amendments to By-Laws These By-Laws may be altered, amended, or repealed. New By-laws may be adopted by majority vote of members present at the Fall Annual meeting of the US Trout Farmer Association. Amendments to the By-Laws that are to be considered at the Fall Meeting must be provided to the Board for consideration by June 1. If endorsed by the Board, such changes will be included in the agenda of the Fall Annual Meeting.  

At Fall Annual meetings where there is nothing on the agenda regarding amendment of the Bylaws, amendments made from the floor shall be considered and discussed.  Voting on these will take place at the next year’s Fall Annual Meeting.

Article X. Dissolution of the Association

In the event of the dissolution of the Association, all assets shall be distributed to one or more nonprofit organizations which is or are exempt from taxation under sec. 501 (c) (3) or sec. 501 (c) (5) of the Internal Revenue Code or the corresponding provisions of and future Internal Revenue law, as determined by the Board of Directors.  No member, director, officer or private individual shall be entitled to share in the distribution of any corporate asset.

Article XI  Awards

Section 1

Clark and Mimi White Distinguished Service Award

  1. This award is named in honor of two founding members of the USTFA in recognition of their lifelong service to the organization and the industry.
  2. This will be the highest award given by the USTFA in recognition of “distinguished lifetime service to the United States Trout Farmers Association and the U.S. Industry.
  3. The award will consist of a suitable wall plaque bearing the name of the award, the logo of the USTFA, the name of the recipient, the date of the award, and the inscription noted in Section 1.b. above.
  4. Recipients of the award will be limited to USTFA members or past members.
  5. The USTFA Board of Directors will serve as the Awards Committee.  Nominations will be invited from the floor by the President at each board meeting.  Discussion and voting will follow normal procedure and will be by secret ballot and counted by the President, and will require an 80% vote of all members of the Board present and constituting a quorum.
  6. The award does not have to be given on an annual or regular basis and may be given to more than one recipient at a time.
  7. The award will be presented to the recipient at the banquet of the next immediately following convention of the organization, or at a more appropriate time chosen by the Board.

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