By- Laws ARTICLE 1- NAME, MISSION, PURPOSE, OBJECTIVES. The name of the organization shall be Montana Organic Association.

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1 By- Laws By-Laws f the Mntana Organic Assciatin: ARTICLE 1- NAME, MISSION, PURPOSE, OBJECTIVES Name The name f the rganizatin shall be Mntana Organic Assciatin. Missin The missin f the Mntana Organic Assciatin is t advcate and prmte rganic agriculture, fr the highest gd f the peple, the envirnment, and the state s ecnmy. Sectin 3: Purpse The purpse f the Mntana Organic Assciatin is t prvide educatin, infrmatin, supprt, assistance, prmtin and representatin fr rganic prducers, prcessrs, handlers, retailers, cnsumers, researchers, agricultural service prviders and ther interested parties. Sectin 4: Objectives Shrt Term Objectives (beginning 1 st year) Prmte and shwcase Mntana rganic prducts, educate attendees regarding rganic agriculture and cnnect all members f the state rganic cmmunity by rganizing an annual meeting, cnference and trade shw. Organize turs f rganic farms, ranchers, hrticulture/gardening peratins, fd prcessrs and retailers. Publish a directry f Mntana grwn and prcessed rganic fds t facilitate clser cnnectins between rganic prducers and cnsumers. Represent the needs, pinins and psitins f the rganic agricultural cmmunity befre the Mntana cngressinal delegatin, the state legislature, state & federal gvernment agencies, nn-gvernmental rganizatins, the media, the state university system and ther private entities. Develp and maintain a website, publish a newsletter and maintain a listserve as tls t disseminate infrmatin n rganic agriculture and prmte Mntana s rganic prducts. Prmte the trade f Mntana rganic prducts t the fd, fiber, and feed industries. Assist with alternative marketing strategies. Assist and encurage the transitin t rganic prductin by farmers, ranchers and hrticulturist/gardeners.

2 ARTICLE I- Sectin 4: Objectives, cntinued Cnduct educatinal wrkshps n Mntana rganic agriculture fr schls and cnsumer grups. Develp relatinships with ther agricultural, cnsumer and envirnmental grups t further prmte rganic agriculture Prmte and advertise the health, envirnmental, ecnmic and scial benefits f sustainably grwn and humanely raised rganic fds. Lng Term Objectives (2 nd year and beynd). Create mentring grups f experienced rganic farmers, ranchers, hrticulturalists, gardeners, fd prcessrs and retailers t help educate and encurage new entrants int each area f rganic agriculture. Set up and maintain a clearinghuse f infrmatin and links t resurces n rganic prductin methds, marketing and gvernment farm prgrams t assist and advise members f the rganic cmmunity. Establish a netwrk f service prviders that cntribute cnsulting time t the members f the rganizatin. Advise agricultural researchers n rganic research needs and research design. Supprt rganic n-farm and n-ranch research effrts. Encurage the establishment f rganic farm/ranch research statins. Establish a prfessinally staffed rganic agriculture advisry center t further the purpses f the Mntana Organic Assciatin thrugh direct cnsulting with prducers n rganic prductin methds and marketing assistance, as well as educating cnsumers and the public at large as t the benefits f rganic agriculture. ARTICLE II- MEMBERSHIP Membership Qualificatins Members may be individuals, rganizatins, institutins r businesses residing either within r utside f Mntana, wh are in agreement with the missin and purpse f the Mntana Organic Mntana Organic Assciatin and wh pay the annual membership dues set by the Bard f Directrs. Members Vting Rights Membership in the Mntana Organic Assciatin shall entitle each membership hlder t ne vte in the annual electin f the Bard f Directrs and ther reslutins prpsed at the Annual Business Meeting. Members shall be issued an annual membership card. A signed membership card, which indicates agreement with the Mntana Organic Assciatin s missin and purpse, shall entitle the hlder t vting rights at the Annual Business Meeting.

3 ARTICLE III- ANNUAL BUSINESS MEETING Schedule and Ntice The Mntana Organic Assciatin shall hld an Annual Business Meeting, pen t all members. The date, time and place f the Annual Business Meeting shall be set by the Bard f Directrs. Each member shall be prvided written ntice f the date, time and lcatin f the Annual Business Meeting at least 30 days prir t the meeting. Qurum and Vting The members in attendance at each Annual Business Meeting shall cnstitute a qurum, except fr the purpse f ratifying changes t the by-laws. The prcedure fr amending the by-laws is described in Article VII. The Mntana Organic Assciatin shall strive fr cnsensus, but may apprve reslutins by agreement f a tw-thirds majrity. Sectin 3: Meeting Requirements At each Annual Business Meeting, the Bard f Directrs shall: Prvide the membership with a written general reprt n the state f the Mntana Organic Assciatin and the accmplishments frm the previus year. Prvide the membership with a written financial reprt and budget prjectin. Cnduct ther business as requested by the membership. Fill Bard f Directrs and Alternate psitins thrugh an electin. Sectin 4: Minutes The Secretary f the Bard f Directrs shall keep minutes f each Annual Business Meeting, including a recrd f all reslutins apprved at the meeting. The minutes shall be apprved by the Bard f Directrs and presented t the membership within 90 days. ARTICLE IV- SUSPENSION OF MEMBERSHIP The Bard f Directrs may suspend a member s membership fr cause r fr vilatin f the missin r purpse f the Mntana Organic Assciatin. Members whse membership is suspended may reapply nt less than ne year frm the date f the suspensin.

4 ARTICLE V- BOARD OF DIRECTORS Bard Rle, Size, and Cmpensatin. The Bard is respnsible fr verall plicy, including financial, prgram and persnnel and directin f the Mntana Organic Assciatin accrding t the Missin Statement, Purpse and Objectives f the Mntana Organic Assciatin. It shall be the respnsibility f the Bard t manage the Mntana Organic Assciatin in cmpliance with IRS tax cde 501(C)(3). The Bard shall versee the financial well being f the Mntana Organic Assciatin; apprve the annual budget and fundraising plan; receive, review and discuss financial reprts and all cntract agreements; and assist with fundraising activities. The Bard may delegate respnsibility fr day-t-day peratins t the Executive Directr and t cmmittees as needed. The Bard shall have up t 15 and nt fewer than 5 members. The Bard receives n cmpensatin ther than travel, ldging and meals r any ther reasnable expenses. N part f the incme r prfit f this Mntana Organic Assciatin shall be distributed t its Directrs, except as reimbursement fr actual expenses incurred n behalf f the Mntana Organic Assciatin. Bard Meetings. The Bard shall meet at least quarterly, which includes the Annual Business Meeting, at an agreed upn time and place. All Bard meetings are pen t the membership. Members shall be prvided with ntice f all quarterly bard meetings. Special meetings f the Bard shall be called upn the request f the Chair r ne-third f the Bard. Ntices f special meetings shall be sent ut by the Secretary t each Bard member, pstmarked tw weeks in advance, whenever pssible. Special Bard meetings may als be called by the Bard f Directrs at the request f 1/3 f the general members. Special Bard meetings must be held within 30 days f receipt f the membership request. Members must be prvided with 10 days ntice f the agenda, time and place f a special Bard meeting requested by the membership. Sectin 3: Electin f Bard f Directrs Electin f new Directrs r electin f current Directrs t new terms will ccur at the annual business meeting f the Mntana Organic Assciatin. The number f Directrs t be elected at each annual business meeting shall be determined by the Nminatins and Electins cmmittee. Members shall be ntified f the number f Directrs t be elected and the names f members nminated by the Nminatins and Electins cmmittee fr the psitins nt less than 30 days prir t the annual business meeting. Additinal nminatins may be made, frm the flr, at the annual business meeting. All eligible members f the Mntana Organic Assciatin may vte in the electin and the nminees receiving the mst vtes shall be elected t the Bard f Directrs. Sectin 4: Electin f Bard Officers Bard fficers (chair, vice chair, secretary and treasurer) shall be elected by the Bard, frm amng its members, at the first bard meeting fllwing the Annual Business Meeting.

5 ARTICLE V- BOARD OF DIRECTORS, cntinued Sectin 5: Terms At least ne third f the bard shall be elected each year at the Annual Business Meeting. Directrs shall serve staggered three year terms, except that ne third f the members f the first bard shall serve fr ne year and ne third f the first bard shall serve fr tw years. Directrs shall serve frm the date f their electin until the expiratin f their respective term upn electin f their successr r until appintment f a successr by the Bard f Directrs in the case f resignatin. If the size f the Bard (number f Directrs) is t be changed, the terms f new Directrs shall be predetermined by the Nminatins and Electins cmmittee in such a manner that at least ne third f the newly cnstituted bard shall be elected each year. There shall be n limit t the number f terms that a member may serve as a Directr, hwever, n Directr may serve mre than fur cnsecutive years as Chair f the Bard f Directrs. Sectin 6: Vting and Qurum. Each Directr shall have ne vte. An attempt shall be made t reach cnsensus befre any vte is taken. When vting, bard decisins shall be made by a threequarters majrity f the Directrs present. Tw-thirds f the bard represents a qurum, which must be present in rder t cnduct business f the Mntana Organic Assciatin. Sectin 7: Officers and Duties There shall be fur fficers f the Bard cnsisting f a Chair, Vice Chair, Secretary and Treasurer. The fur fficers are the executive cmmittee f the bard. An additinal Directr may be selected t serve n the executive cmmittee. The fficers duties are as fllws: The Chair shall cnvene regularly scheduled Bard meetings, shall preside r arrange fr ther members f the executive cmmittee t preside at each meeting in the fllwing rder: Vice Chair, Secretary, Treasurer and additinal member f the executive cmmittee. The Vice-Chair will chair cmmittees n special subjects as designated by the bard. The vice-chair shall assume the duties f the chair in the chair s absence. The Secretary shall be respnsible fr keeping recrds f Bard actins, including the taking f minutes at all bard meetings, sending ut meeting annuncements, distributing cpies f minutes and the agenda t each Bard member and assuring that Mntana Organic Assciatin recrds are maintained.

6 ARTICLE V- BOARD OF DIRECTORS, Sectin 7: Officers and Duties, cntinued The Treasurer shall make a reprt at each Bard meeting. The Treasurer shall chair the finance cmmittee, assist in the preparatin f the budget, help develp fundraising plans, and make financial infrmatin available t the Bard, Mntana Organic Assciatin members, and the public. Sectin 8: Vacancies. If a vacancy ccurs, the bard may appint a replacement frm amng the membership f the Mntana Organic Assciatin t fill the vacant psitin until the next bard electin. If an executive cmmittee psitin is vacated, the bard shall elect a replacement fr the psitin frm the remaining bard members. Sectin 9: Resignatin, Terminatin and Absences. Resignatins frm the Bard must be in writing and must be delivered t the Secretary. A Bard member shall be drpped fr excess absences frm the bard if she/he has three unexcused absences frm Bard meetings in a year. A Bard member may be remved fr ther reasns by a three-furths vte f the Bard. The affected bard member shall abstain frm vting n his/her remval. Sectin 10: Cnflicts f Interest. N emplyee r cntractr f the Mntana Organic Assciatin may serve n the Bard f Directrs. Bard members must disclse any cnflicts f interest and excuse themselves frm decisins in which they have a cnflict f interest. Sectin 11: Executive Directr and staff. The Bard may hire and annually evaluate an Executive Directr and/r ther staff. The Bard, at its discretin, may terminate any staff persn at any time with 30 days ntice. The Bard shall determine staff salaries and benefits and serve as an appeals bard fr staff grievances. ARTICLE VI- COMMITTEES Cmmittees and Cmmittee Chairs The Bard may create cmmittees as needed. Standing Cmmittees shall include: Executive, Finance and Fundraising, and Nminatins and Electins. The Bard shall appint all cmmittee chairs. All cmmittees, ther than the Executive Cmmittee, shall include at least ne member nt n the Bard f Directrs.

7 ARTICLE VI- COMMITTEES, cntinued Executive Cmmittee The fur fficers serve as members f the Executive Cmmittee. The Executive Cmmittee shall have all f the pwers and authrity f the Bard f Directrs in the intervals between meetings f the Bard f Directrs, subject t the directin and cntrl f the Bard f Directrs. Sectin 3: Finance and Fundraising Cmmittee The Treasurer is chair f the Finance and Fundraising Cmmittee, which includes three ther Bard members. The Finance and Fundraising Cmmittee is respnsible fr develping and reviewing fiscal prcedures, a fundraising plan, and an annual budget with staff and ther Bard members. The Bard must apprve the budget and all expenditures must be within the budget. The Bard r the Executive Cmmittee must apprve any majr change in the budget. The fiscal year shall be the calendar year. Annual reprts are required t be submitted t the Bard shwing incme, expenditures and pending incme. The financial recrds f the Mntana Organic Assciatin are public infrmatin and shall be made available t the membership, Bard members and the public. The Finance and Fundraising cmmittee shall cnduct r arrange fr cnduct f an annual audit f the financial recrds f the Mntana Organic Assciatin. The results f the annual audit shall be reprted t the membership at the Annual Business Meeting as part f the Treasurer s reprt. Sectin 4: Nminatins and Electins Cmmittee Whenever pssible, the immediate past Chair f the Bard f Directrs shall serve as Chair f the Nminatins and Electins cmmittee. The Nminatins and Electins cmmittee shall determine the number f Directrs t be elected at each annual business meeting and slicit Nminatins frm amng the membership. The Nminatins and Electins cmmittee shall present at least ne nminee fr each Directr psitin t be elected t the Bard nt less than 60 days prir t the annual business meeting. The Nminatins and Electins cmmittee shall cnduct the electin, with the Chair f the Nminatins and Electins Cmmittee presiding ver the electin at the annual business meeting.

8 ARTICLE VII- AMENDMENTS Amendments t the By-Laws may be prpsed by a petitin signed by at least 25% f the members f the Mntana Organic Assciatin. Amendments t the By-Laws may als be prpsed by the Bard f Directrs. Any change t the By-Laws must be ratified by a three-furths majrity f the membership in attendance at the next Annual Business Meeting. Prpsed By-Laws amendments must be submitted t the Secretary t be sent ut with regular Bard annuncements. Changes t the By-Laws must be prpsed n less that 90 days prir t the Annual Business Meeting and written ntice f prpsed By-Laws changes must be prvided t all members at least 30 days prir t the meeting. ARTICLE VIII- INDEMNIFICATION Each directr, fficer, emplyee r agent f the Mntana Organic Assciatin nw r hereafter serving as such shall be indemnified by the Mntana Organic Assciatin against any and all claims and liabilities, including reasnable settlements t which they have r shall becme subject by reasn f serving r having served in such capacity, all by reasn f any actin alledged t have been taken, mitted, r neglected by them as such directr, fficer, emplyee r agent. The Mntana Organic Assciatin shall reimbuse each persn fr all legal expenses reasnably incurred by them in cnnectin with any such claim r liability, prvided, hwever, that n such persn shall be indemnified against, r be reimbursed fr any liability r expenses incurred in cnnectin with, any claim r liability arising ut f his wn willful miscnduct r grss negligence. Any questins as t the abve rights and respnsibilities shall be finally reslved by a majrity f the bard f directres nt a party t the claim, r by a majrity f the members. The crpratin/assciatin shall have pwer t purchase insurance cvering such liability and expenses, whether r nt it culd have pwer t indeminfy such directr, fficer, emplyee r agent under law, cntract, r by this prvisin. It is intended that reasnable advances may be made n such indemnity, and that the burden f prf f lack f entitlement be n any bjectr. If any part f these prvisins shall be held ineffective, this shall nt affect the balance, and in n case shall indemnificatin be less that prvided r permitted t the full extent f the law. These By-Laws were apprved at a meeting f the acting bard f directrs f the Mntana Organic Assciatin n April 28, 2004.