By-Laws



By-Laws of the Georgia Olive Growers Association

ARTICLE ONE
There shall be two classes of membership: a “Grower” member and an “Associate” member. A “Grower” member is defined as one that has at least 100 olive trees planted within the state of Georgia. Membership dues shall be due no later than November 1 of each year and shall be an amount as set by the Board of Directors from time to time. Each Grower member shall have one vote. Associate members shall not be entitled to vote.



ARTICLE TWO
Officers of the Association shall consist of a President and a Secretary. Officers shall serve a two year term, except the current officers shall serve the remainder of the year 2010 and for a term ending November 1, 2012. Officers shall be elected by the Board of Directors. The officers shall have such duties as shall be prescribed from time to time by the Board of Directors.



ARTICLE THREE
The Board of Directors shall consist of nine (9) Grower members who shall serve for two year terms. The Board of Directors currently serving shall serve out the remainder of the 2010 year and the term shall expire on November1, 2012. The Board of Directors shall consist of the following persons: Dr. Mark Hanly, Shawn Davis, Sam Shaw, Kevin Shaw, and Jason Shaw , Russ Goodman, Waylon Boatright, Robert Kruger and Berrien Sutton. All meetings may be called by the President or the Secretary on their own initiative or at the request of at least two Board members. All meetings shall be held by electronic communication, either email, text message or skype unless otherwise determined by the Board of Directors. All Directors shall keep a current and valid email address, mailing address and telephone number on file with the Secretary. A return receipt or response shall be proof of notice sent. If the notice is sent to the email address or mailing address on file with the Secretary and is returned as undeliverable, notice shall be valid. A quorum shall consist of a majority of the number of Directors attending the meeting. In the event of an emergency or urgent situation, no prior notice of a meeting shall be required. Otherwise, at least two days notice of meeting shall be sufficient notice.

Directors shall be elected by the voting members at least every two years. Any vacancy on the Board of Directors shall be filled for the remainder of the term by the Board of Directors. The outgoing Board of Directors shall nominate Directors to the membership entitled to vote. Only “Grower” members shall be entitled to serve as a Director. Ballots will be sent out by the Secretary. Any Grower member may nominate someone to serve as a Director by submitting nomination to the Secretary no later than October 1 of the year that Directors are to be elected. The nine nominees receiving the most votes shall be elected.. Notice of the Directors elected by the Grower membership shall be sent out to the Grower membership by the Directors.

The Board of Directors shall control and manage the business of the Association. The Board of Directors shall have the power and authority to amend these by-laws or the articles of incorporation at any time.

The Board shall have power to appoint committees, to employ personnel and to contract with others for services.



ARTICLE FOUR
Members’ meetings shall be held at least once every two years on a date set by the Board of Directors. Only those members who are “Grower” members shall be entitled to vote at said meetings and shall be entitled to notice of the meetings. Associate Members may be given notice of and may attend the meetings at the discretion of the Board of Directors. All meetings shall be by electronic communication, email, text, skype or by telephone unless otherwise determined by the Board of Directors. All members are required to maintain a current, valid email address, mailing address and telephone number with the Secretary. A return receipt or response shall be proof of notice sent. If the notice is sent to the email address or mailing address on file with the Secretary and is returned as undeliverable, notice shall be valid. In the event of an emergency or urgent situation, no prior notice of a meeting shall be required. Otherwise, at least two days notice of meetings shall be sufficient notice. A quorum shall consist of a majority of the number of Grower members attending the meeting. Each Grower member shall be entitled to one vote. In the event that a business entity is a Grower member, then the President of the organization shall be entitled to cast the vote. It shall be the responsibility of the Grower organization to file with the Secretary the name and contact information for the President. The Secretary shall maintain a current membership list of Grower and Associate members.



ARTICLE FIVE
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Mission Statement above. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise unlawfully attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.