ARTICLE ONE: Name and Location
Section 1: The name of the organization shall be the Louisiana Agricultural Consultants Association, Inc., hereinafter referred to as “LACA”.
Section 2: The principal office of LACA shall be located in the State of Louisiana, at the city wherein the Secretary of LACA resides. LACA may have other such offices as may from time to time be designated by the Executive Board.
ARTICLE TWO: Objectives
Section 1: The mission of LACA is to unify and support independent agricultural consultants, and to provide a forum for information exchange within the agricultural community.
Section 2: The purpose of LACA is: (a) to promote and upgrade the profession of agricultural consulting, (b) to encourage and assist agricultural consultants to seek current information concerning crop production and management principles and techniques which are economically and environmentally sound, (c) to encourage and participate in research on crop management techniques, (d) to distinguish for the public the difference between professional consultants employed for a fee, and those consultants that may have a conflict of interest in giving advice on crop management, and (e) to assist in the formulation of state and national policies relating to agricultural production.
ARTICLE THREE: Membership
Section 1: Full Member: (a) is an independent agricultural consultant who provides recommendations and/or data for a fee that is itemized and billed to clients; and who receives no compensation from a client’s purchase or application of products based on those recommendations and/or data, and further, if compensated as an employee, whose compensation is not subsidized or supplemented by any portion of the employer’s revenue which is derived from the sale, distribution, transfer, or application of products. Products are defined as including, but not limited to: inorganic or organic soil amendments; seed or plant materials; commercially available equipment, machinery, or implements; chemical or biological pest control inputs and/or animal feed or medicinal products; and (b) possesses a four (4)-year college degree in an appropriate field of study; and (c) has had a minimum of one year of experience as an independent agricultural consultant, which may be substituted by a Master’s or Ph.D. degree from an accredited college or university in an appropriate discipline; and (d) as per the Louisiana Pesticide Law of Title 3 (three) of the Louisiana Revised Statues as it is currently promulgated or amended in the future, is currently certified as an agricultural consultant working with or under a valid license; and (e) has completed and submitted an application for membership to the LACA Executive Board, and (f) has received full approval of said application by the LACA Executive Board and its assigned committee(s), if any, and (g) has agreed with the objectives of LACA, and (h) has agreed in writing to conform to the Code of Ethics of LACA. The foregoing provisions of part “(b)” of this Section shall not be applicable to Full members on record, and in good standing, as of the effective date of previous amended and restated by-laws dated February 17, 1998. The foregoing provisions of Section 1, parts (a) thru (d) shall not be applicable to Full Members who(se): (i) ordinary business activities do not involve agricultural consulting as described in the Louisiana Pesticide Law of Title 3 of the La. Rev. Statutes, and (ii) as complied with Section 1, parts (e) thru (h), and (iii) annually submits written verification of their status in good standing as a “voting” member of the National Alliance of Independent Crop Consultants.
Section 2: Associate Member: (a) meets all requirements of Article Three, Section 1 (One) with the exception of part “(d)”; (b) is actively pursuing the fulfillment of part “(d)” above regarding statutory certification, and (c) has been nominated by a Full Member in good standing by written submission to and approval by the LACA Executive Board.
Section 3: Affiliate Member: (a) has demonstrated support for the profession of agricultural consulting and an interest in assisting LACA in the fulfillment of its purposes; and (b) possesses competent technical knowledge in one or more agricultural disciplines; and (c) has been nominated by a Full Member in good standing by written submission to the LACA Executive Board.
Section 4: Sustaining Member is any for-profit firm or association, or individual that wishes to encourage and support the goals and activities of LACA.
Section 5: Honorary Member is an individual who has compiled a distinguished record of exemplary service to the agricultural consulting profession, but whose eligibility for Honorary member status is contingent on: (a) submission to the Executive Board of a written nomination by a Full member in good standing; and (b) subsequent Executive Board approval of such nomination.
Section 6: All members are entitled to all the rights and privileges of LACA, except as provided herein and hereafter. Only members included under Article Three, Section 1 (One) are entitled to exercise the right to vote by mail ballot and/or at annual and special meetings of the membership of LACA; and to the right to hold any position of Officer or Director. Only members included under Article Three, Section 3 (three) and Section 4 (four) are entitled to hold the position of Board Liaison. Notwithstanding the foregoing, and as further provided herein, any member participating in the activities of any committee of LACA shall have the right to vote on any measures or issues which may be placed before such a committee, provided that the authority of the committee is as hereinafter provided.
Section 7: Meetings of the membership of LACA shall be held at least once annually, and the Executive Board may also call additional special meetings. Notice of any meeting of LACA shall be sent or cause to be sent by the Secretary to all members at their most recent listed address at least 30 days prior to such meeting. Meetings of the membership of LACA in which at least 15% of all Full members are present shall constitute a quorum for the transaction of business of LACA, and a vote of the majority of Full members present at any such meeting shall be sufficient to pass or reject any measure properly proposed, except for the transaction of business that may require a different quorum or majority by statute, by the Articles of Incorporation, or by these By-laws.
ARTICLE FOUR: Executive Board
Section 1: The Executive Board shall be composed of the elective Officers and Directors; and shall consist of the following Officers: President, President-Elect, Secretary, Treasurer, Past President, two (2) Directors, and two (2) Board Liaisons, one (1) each from Article Three, Section 3 (three) and Section 4 (four). Hereinafter, Officers, Directors, and Board Liaisons shall be referred to collectively as Board Members.
Section 2: Following nomination by the Nominating Committee, election of Board Members shall be held annually for all expiring or vacant offices as provided herein, by majority vote of Full members present at any duly called annual or special meeting of LACA convened and held with quorum present, as provided herein, except the Executive Board in office at the time of nominations may, at its sole discretion, choose to appoint Board Liaisons.
Section 3: Board Members shall not be compensated for services rendered to LACA, but may receive a reasonable reimbursement, as approved by the Executive Board, for travel, lodging, meals, and incidental expenses incurred when acting in the furtherance of LACA’s affairs.
Section 4: If a Board Member becomes unable to serve for any reason, his or her membership on the Executive Board shall thereupon terminate. Except as otherwise provided herein, any Board Member appointed to fill a vacancy shall serve only for the unexpired term being filled, but may thereafter be elected as herein provided. Resignation of a Board Member shall become effective upon receipt of written notice to the Secretary of LACA. Except President and President-Elect, any Board Member failing to complete a term shall be replaced by appointment by the Executive Board. Should the President fail to complete the term of office, the President-Elect shall immediately fill the office of President and complete the unexpired term, as well as the upcoming term as President. Should the offices of President and President-Elect be vacant simultaneously, the Executive Board shall elect by majority vote from its remaining eligible Officers and Directors a President to serve until the next annual election by the Full members electing both a President and a President-Elect.
Section 5: Any Board Member may be removed with or without cause: (a) by a majority of the Full members present, at any annual or special meeting of the membership of LACA provided that the Secretary of LACA has delivered or caused to be delivered written notice of such proposed removal to any Board Member whose removal is proposed, at least forty-five (45) days in advance of any meeting where such action may be presented, and furthermore, if removal is effectuated at such meeting of the Full members, the vacancy(s) created thereby shall be filled by the Full members at the same meeting; or (b) by a majority vote of all the Full members by mail ballot in which at least 30% of all Full members return ballots. Any vote of removal must specifically state each Board Member whose removal is proposed, and a separate vote for each is required. Any Board Member removed from office shall turn over to the Executive Board within 7 days any and all records of LACA in his or her possession.
Section 6: The Executive Board shall hold at least two (2) meetings per year at a time and place anywhere in the State of Louisiana or adjacent contiguous states as it may designate. The Executive Board may hold other additional meetings, as it from time to time deems appropriate. Notice of meetings of the Executive Board shall be delivered or caused to be delivered to each Board Member by the Secretary of LACA at least seven (7) days prior to the time fixed for the meeting; provided, however, that nothing herein shall be construed to prevent the Officers and Directors from waiving, in writing, notice of any meeting. Any Officer or Director who attends an Executive Board meeting without having received notice shall be deemed to have waived the notice requirement, except where an Officer or Director participates in the meeting for the express purpose of objecting to the transaction of business on the grounds that the meeting is not lawfully called or convened.
Section 7: A majority of the Officers and Directors present at any duly called meeting of the Executive Board shall constitute a quorum for the transaction of business; and a vote of a majority of the Officers and Directors present at any such meeting shall be sufficient to pass or reject any measure of business proposed at the meeting, except for those matters for which a different vote may be specifically prescribed by law, by the Articles of Incorporation, or these By-laws. Under no circumstances shall any Officer and Director have more than one (1) vote. Under no circumstances shall any Board Liaison have the right to vote on any measure of business before the Executive Board. The Executive Board may participate in and hold meetings by means of conference telephone calls or similar appropriate communications equipment, provided that all Officers and Directors participating in the meeting can hear and communicate with each other. Under no circumstances shall members of the Executive Board vote by proxy. All individual votes of dissent shall be recorded in the minutes of the meeting, or otherwise filed with the record of proceedings of the Executive Board.
Section 8: Notwithstanding the foregoing provisions pertaining to meetings, any action required or permitted to be taken at any Executive Board meeting may be taken by unanimous written consent signed by all of the Officers and Directors, and filed with the record of proceedings of the Executive Board. Similarly, documents or records, including signatures of Officers or Directors, agents, contractors, and employees, when recorded, reproduced, or transmitted by telephonic facsimile or other electronic or digital means, shall be deemed as valid and acceptable in the furtherance of the activities and business affairs of LACA.
ARTICLE FIVE: Powers of the Executive Board
Section 1: Except as otherwise provided by law, the Executive Board shall have general supervision and control of the conduct, business and affairs of LACA, shall make all decisions incident thereto, and shall prescribe such operating and working conditions as, in their judgment, is deemed expedient and appropriate. It is hereby expressly prescribed that the powers stated herein, and hereafter, are illustrative and not itemized by way of limitation. It is the intention of this Article to grant to the Executive Board the powers, and to impose upon them the obligations, which may be necessary or appropriate to carry out the affairs of LACA, to do all and every act necessary to enable LACA to efficiently operate, and to effectuate the purposes for which LACA is formed, provided that such supervision and control shall not be inconsistent with or contravene the provisions and intent of Section 501(c)(3) of the Internal Revenue Service Code as is now promulgated or may be changed, amended or altered in the future. It is further the intention of this Article strictly to forbid, under any circumstances, the Executive Board to engage in any activities in which any part of the net earnings of LACA inures to the benefit of any private individual.
Section 2: The Executive Board shall have the power to engage, employ and/or dismiss, or to authorize the engagement, employment and/or dismissal, of such contractors, managers, agents, and employees as they may deem advisable or necessary; to fix their compensation; to prescribe their duties, hours of employment and general working conditions; and to delegate to them such authority, as in the opinion of the Executive Board, is necessary to enable them to best serve the interests of LACA.
Section 3: The Executive Board shall have the power to appoint committee(s) of the Executive Board to facilitate the activities and business of LACA, provided that such committee(s) shall not have or exercise authority or power in excess of or in contradiction to the authority of the Executive Board as herein provided, or the Articles of Incorporation, or these By-laws.
Section 4: The Executive Board may authorize the purchase of insurance on behalf of any person who is or was a director, officer, employee or agent of LACA, or who was serving at the request of LACA as a director, officer, employee or agent of another corporation or any other enterprise against any liability asserted against or incurred by him or her in any such capacity, or which arises out of such person’s status as a director, officer, employee or agent whether or not LACA would have the power to indemnify such person against that liability under law. In no case, however, shall LACA indemnify, reimburse or insure any person for certain taxes imposed on such individual, as provided by state or federal law.
Section 5: LACA, as authorized by the Executive Board, may indemnify any person, his or her executor, administrator or heirs who has or is serving as a director, officer or other employee of LACA against expenses actually and reasonably incurred by such person in connection with the defense of any legal action, to the extent permitted by law, upon determination by the Executive Board that the indemnification is proper in each specific case. The right of indemnification shall not be exclusive of any other rights to which the persons as aforesaid shall be entitled to as a matter of law.
Section 6: The Executive Board shall have the power to select one (1) or more banks to act as depositories of the funds of LACA; to determine the manner of receiving, depositing and disbursing the funds of LACA; and to prescribe the method of endorsing and executing checks, drafts, and other orders for payment of funds, and to determine the person or persons authorized to sign and countersign same. The Executive Board shall specifically have the authority to change, repeal, revise and amend such means and methods at will and without notice, as they deem appropriate.
Section 7: The Executive Board shall be authorized to: (a) set the amount and time of receipt of annual membership dues to LACA; (b) select the time and place of the annual meeting of the membership anywhere in the State of Louisiana or adjacent contiguous states; (c) fill vacancies on the Executive Board as provided herein.
ARTICLE SIX: Duties and Terms of Board Members
Section 1: Except as otherwise provided herein, Board Members shall assume their positions at the conclusion of the annual meeting of the membership of LACA. Any Board Member vacancy shall be filled as provided in Article Four, Section 4 (four).
Section 2: The President shall preside at all meetings of the membership and the Executive Board; have general supervision over the affairs of LACA; call special meetings of the Executive Board; perform all acts and duties usually performed by an executive and presiding officer; serve on, and be considered as an ex officio member of all committees of the Executive Board; and sign documents as are authorized by the Executive Board. The President shall vote at meetings of the Executive Board only when such vote is needed to break a tie. The President shall serve a one (1) year term followed by a one (1) year term as Past-President.
Section 3: In the event of the temporary absence or temporary inability of the President, the President-Elect shall perform the duties of the President. The President-Elect shall serve a one (1) year term followed by a one (1) year term as President, and then a one (1) year term as Past-President.
Section 4: The Secretary shall: (a) keep or cause to be kept an accurate record of the proceedings of all meetings of the Executive Board and meetings of the membership of LACA; (b)keep the corporate seal, if there is one, and affix it to all documents requiring same; (c)be responsible for the service of all notices, reports, and returns as required by law, the Articles of Incorporation, and or these By-laws; (d)keep or cause to be kept an accurate record of LACA membership, receive membership applications and present them in a timely manner to the Executive Board for approval or rejection; report to the Executive Board any questionable member status or eligibility; and assist in the recruitment of members; and (e)perform all other such duties as may be required by the Executive Board. Upon the election of a new Secretary, he or she shall deliver or cause to be delivered all records, books, documents, and all other such properties belonging to LACA to the successor of the office. The term of Secretary shall alternate evenly with that of Treasurer, and the Secretary shall serve a four (4) year term, except that the initial term may be two (2) years only in order to establish alternation with Treasurer, as aforementioned. The Secretary may be nominated and elected to more than one (1) term consecutively.
Section 5: The Treasurer shall (a) have custody of, and be responsible for, all funds of LACA; (b) keep or cause to be kept complete and accurate records of receipts and disbursements of LACA according to generally accepted accounting practices, and deposit all funds in the name and to the credit of LACA (c)render statements of account(s), and permit the Executive Board or its designee to examine the financial records, accounts, and instruments of LACA, and (d) perform all other such duties as may be required by the Executive Board. The Treasurer shall serve a four (4) year term, having been elected in years alternate with the term of Secretary, but shall not be re-elected to the office of Treasurer until having vacated the office for a minimum of one (1) term (four (4) years), but may immediately be elected to any other elective office.
Section 6: Directors shall serve two (2) year terms, with one (1) Director being alternately elected each year. Directors may be nominated and elected to more than one (1) consecutive two (2) year term. Terms for Board Liaisons shall be the same as described for Directors, except the initial term of one (1) Board Liaison shall be for one (1) year so as to thereafter establish alternating Board Liaison terms.
Section 7: Notwithstanding the foregoing, the Executive Board shall have authority to expand, modify, restrict and re-define the powers and duties of any officer as they may from time to time see fit. Similarly, any other offices created and filled by the Executive Board shall have authority and perform such duties as the Executive Board may prescribe, but shall not exercise any privilege of vote on any matter within the Executive Board’s conduct of business unless or until such created office has been described and adopted by amendment to these By-laws.
ARTICLE SEVEN: Committees
Section 1: The President, acting on behalf of the Executive Board, shall appoint or cause to be appointed, except as otherwise provided herein, Standing committees and other such committees as the Executive Board may from time to time deem appropriate. Persons appointed to committees must be members in good standing of LACA.
Section 2: The Standing Committee(s) of LACA shall be: the Internal Affairs Committee, the Nominating Committee, and the Governmental Affairs Committee. The operation and conduct of the Standing Committees and other committees of LACA shall follow the Official Policy and Procedures Manual of LACA.
Section 3: The Internal Affairs Committee shall: (a) consist of one (1) of the directors and a minimum of three (3) other appointed members, of which a minimum of two (2) shall be former presidents of LACA; and (b) review any grievances one (1) member may file against a fellow member; and (c) when necessary, submit to the Executive Board, for approval or rejection, any recommendation for membership reclassification or cancellation, and (d) periodically review the Code of Ethics of LACA, and (e) implement a grievance procedure, and (f) review or consider, and make submission or recommendation(s) as to appropriate revisions to these Bylaws, and (g) follow other such directives as may be outlined in the Official Policy and Procedures Manual of LACA.
Section 4: The Nominating Committee shall: (a) consist of (i) the Past President, acting as chair of the committee, (ii) one (1) other previous President of LACA having been nominated and elected from the floor at the most recent annual meeting of LACA, and (iii) two (2) other members in good standing, one whose primary business location is north of, and the other south of, the thirty-first (31st) parallel north latitude, and each having been nominated and elected from the floor at the most recent annual meeting of LACA, and (b) submit for vote by Full members, as provided herein, eligible candidates for each Executive Board position to be filled, and (c) follow other such directives as may be outlined in the Official Policy and Procedures Manual of LACA.
Section 5: The Governmental Affairs Committee shall: (a) consist of (i) a minimum of two (2)Executive Board members, one (1) of which, as designated by the President, shall serve as chair of the committee, (ii) a minimum of four (4) and a maximum of seven (7) other LACA members in good standing representing all appropriate agricultural areas of Louisiana to the extent practicable, and (b) monitor all relevant matters regarding Federal and State regulatory and legislative issues, including but not limited to the Louisiana Pesticide Advisory Commission proceedings pertaining to agricultural consultants, pesticide violations, etc., and the Louisiana Boll Weevil Eradication Commission and its Technical Advisory Committee; and give counsel to the LACA Executive Board on such matters, and (c) when appropriate, assist in communicating to other similar organizations, the LACA membership, various government officials, and the general public, the impact of regulatory and legislative matters on LACA and its membership, and (d) follow other such directives as may be outlined in the Official Policy and Procedures Manual of LACA.
Section 6: The Finance and Audit Committee shall: (a) consist of (i) a minimum of two (2) Executive Board members, one of which must be the Treasurer who shall serve only in ex officio capacity and under no circumstances shall function as chair of the committee and (ii) a minimum of two (2) and a maximum of four (4) other voting members in good standing, (b) monitor the finances of LACA, (c) annually submit a budget to the Executive Board for approval, (d) conduct and report or cause to be conducted and reported an annual audit of LACA’s financial records and internal controls, and (e) follow other such directives as may be outlined in the Official Policy and Procedures Manual of LACA.
ARTICLE EIGHT: By-laws Subject to Articles of Incorporation
Section 1: These Amended and Restated By-laws, effective June 21, 2010 consolidate, restate, and amend the By-laws of the Louisiana Agricultural Consultants Association, Inc., as adopted December 6, 1974, and as amended February 25, 1986, and as amended and restated February 17, 1998 and February 6, 2003, and January 24, 2004 and the provisions of these Amended and Restated By-laws shall govern and control in the event of any conflict in the terms hereof and the terms of the Constitution of the Louisiana Agricultural Consultants Association, Inc., as adopted December 6, 1974, and as amended February 25, 1986. The Articles of Incorporation shall be amended consistent with the terms and provisions of these Amended and Restated By-laws whereupon these Amended and Restated By-laws shall be subject and inferior to the Articles of Incorporation, as amended, and in the event of any conflict between these Amended and Restated By-laws and said Articles of Incorporation, as amended, the Articles of Incorporation as amended shall control and remain unaffected hereby.
ARTICLE NINE: Fiscal Year
Section 1: The fiscal year of LACA shall begin on January 1 and conclude December 31.
ARTICLE TEN: Amendment of By-laws
Section 1: Amendments of the By-laws may be proposed in writing by the Executive Board, or by any ten (10) or more Full members.
Section 2: These By-laws may be altered or amended; (a) by two-thirds majority vote of the Full members present at any duly called annual meeting of LACA, convened with quorum present at least 21 days after distribution of proposed amendments to all Full members, or (b) by majority vote by mail ballot, distributed to all Full members at least 30 days prior to the deadline for return of mail ballots, in which at least 30% of all eligible Full members return ballots.
ARTICLE ELEVEN: Dissolution
Section 1: In the event of, and upon the dissolution of LACA, the Executive Board shall select an organization(s) to receive transfer of LACA’s assets and funds remaining after payment of all debts and liabilities of LACA, provided that such recipient organization(s) is recognized as tax-exempt under Section 501(c)(3) of the Internal Revenue Service Code as is now promulgated or may be changed, amended or altered in the future. Such dissolution shall also conform to all provisions of applicable state laws.
I, the undersigned Secretary of the Louisiana Agricultural Consultants Association, do hereby certify that the above amended and restated By-laws were adopted by majority vote of those members eligible and voting as provided by the Articles of Incorporation and these By-laws, on the 21st day of June, 2010.
Roger Carter, Secretary