By-Laws

ARTICLE I

NAME AND LOCATION

The name of this Association shall be Jefferson County Truck Growers Association, and is hereinafter referred to as the Association.

The principal place of business of the Association shall be located at Birmingham, Alabama, however, the Association may establish other offices within the State of Alabama.

ARTICLE II

PURPOSES AND OBJECTS

The purposes and objects of the Association shall be as set out in the Certificate of Incorporation, and in addition thereto shall have all the powers granted to Associations organized under the provisions of Title 2, Chapter 10, Article 4 of the 1975 Code of Alabama, entitle Mutual Farming of Trucking Associations, as fully as if set out at length herein and as provided in Section 106 thereof.

ARTICLE III

MEMBERSHIP

Sections 1. The members of this Association shall be the present members and such other produces of agricultural products as may apply for membership and be approved for membership by the Board of Directors as provided herein.

Section 2. The Board of Directors shall prescribe rules and regulations as to the admission of members in the Association, and all members shall be admitted upon a uniform basis.

Sections 3. Any producer of Agricultural Products, as defined in Section 90 of Title 2, Chapter 10, Article 4, Mutual Farming or Trucking Associations, of the 1975 Code of Alabama, may with the approval of the Board of Directors, become a member and shall be required to execute a membership agreement and pay membership dues, both as conclusively determined by the Board of Directors.

Section 4. In order to renew membership in the Jefferson County Truck Growers Association, members shall have personally used, during the preceding twelve months, the facilities of the Jefferson County Truck Growers Association to sell his agricultural products. This twelve month period herein set forth is construed to mean the fiscal year of Jefferson County Truck Growers Association, i.e., June 1 through May 31.

Section 5. The voting privilege of members shall be personal and each member shall have one vote only without regard to such member’s participation in the reserves of this Association.

Section 6. No member may be suspended or expelled from membership in the Association without a hearing before the Board of Directors under rules and regulations formulated by said Board of Directors.

ARTICLE IV

MEMBERSHIP MEETINGS

Section 1. The fiscal year of the Association shall commence of June 1 st, of each year, and end on May 31 st, of the following year.

Section 2. The annual meeting of the members of the Association shall be held at the offices of the Association on the first Saturday of June of each year.

Notice of the annual meeting of members of the Association shall be mailed by the Secretary to each member at this last known address at least one week prior to the date of holding the meeting and such notice shall be published in a local newspaper not less that one week prior to the date of the meeting.

Section 3. Special meeting of the members of the Association may be called at any time by the President and he shall call such meetings whenever ten members or a majority of the Board of Directors shall so request.

Upon the call of any special meeting of the members of the Association, the Secretary shall mail a notice to each member at least five days prior to the date of the Special Meeting of members, when notice shall state the nature of business to be transacted at such meeting of the members of the Association.

Section 4. Fifteen members present in good standing shall constitute a quorum for the transaction of any and all business at either the annual or any special meeting duly noticed and called.

ARTICLE V

DIRECTORS - OFFICERS

Section 1. The Board of Directors shall consist of nine (9) members, who shall be elected from the membership of the Association. No member shall be eligible to be elected a Director of the Association unless he shall have been a member in good standing for at least one year immediately preceding his election at the annual meeting. Nominations for the office of Director may be made by any member In good standing and may be made in writing or from the floor at the annual meeting. The Directors shall be elected from year to year in such manner that the term of office of three directors shall expire each year, and each director hereafter elected shall be elected for a term of three years, or until their successor shall have been elected and qualified.

Section 2. The Board of Directors shall be elected by the members at their annual meeting. One week after their election the directors shall hold a meeting and organize themselves by the election of a President, a Vice-President, a Treasurer, and a Secretary-Manager; all offices to be held by members of the Association except that the Secretary-Manager need not be a member of the Association.

Section 3. Any vacancy occurring in the Board of Directors shall be filled for the unexpired term only by the members at any annual meeting or at any special meeting of the member called for that purpose.

Section 4. Five members of the Board of Directors shall constitute a quorum for the transaction of any and all business at any meeting of the Board of Directors.

Section 5. Each member of the Board of Directors may be compensated for his attendance at such meeting of the Board of Directors in the amount of not more than $100.00 per day.

Section 6 . Any director who shall absent himself from regular or special called meetings of the Board of Directors for three consecutive meeting, unless of illness or providential hindrance, shall be subject to removal from office in accordance with provisions of Section 7 hereof. The Board of Directors shall conclusively determine the validity of absenteeism.

Section 7. Any director may be removed from office for cause at any annual meeting or at any special meeting of members called for the purpose at which a quorum of members are present and be a vote of not less that two-thirds of the members present at such meeting.

When and if charges preferred against any director, such director shall be informed in writing by the Secretary of the Association of the charges at least five days before such annual or special meeting of the members and such director shall be heard in person or by counsel and/or by witness sat such meeting of the members.

ARTICLE VI

DUTIES OF THE DIRECTORS

Section 1. The Board of Directors shall manage the business and the affairs of the Association, and make all necessary rules and regulations not inconsistent with law or these By-Laws for the management and control of the business and affairs of the Association.

Section 2. The Board of Directors shall elect and employ a Secretary-Manager, fix his compensation and may removes such officer at any time with or without cause.

Section 3. The Board of Directors shall appoint all committees, fix their term of office and determine their duties.

Section 4. The Board of Directors shall require the Treasurer and all other officers, agents, and employees, who are charged with responsibility or the custody of its funds, or other property, to be bonded in favor of the Association through a reputable surety company doing business in the State of Alabama, and at the expense of the association.

Section 5. The Board of Directors shall make rules and regulations for the admission of members into the membership of the Association and shall make rules and regulations for suspending or expelling members from the Association.

Section 6. The enumeration of the above duties of the Directors shall not be in diminution of but shall include all the duties ordinarily imposed by law upon the Board of Directors.

Section 7. The Board of Directors of the Association shall meet quarterly in the offices of the Association in the City of Birmingham, Alabama, and notice shall be mailed to members of the Board of Directors at their last known address at least five days before the meeting is held. Special meetings of the Board of Directors shall be held upon written request of the President, which notice shall be mailed to members of the Board of Directors at their last known address at least three days before the meeting is held or the President shall call a special meeting for the Board of Directors as herein outlined upon the written request of three members of the Board of Directors.

ARTICLE VII

DUTIES OF THE OFFICERS

Section 1. The president of the Association shall preside at all meetings of the Association and all meetings of the Board of Directors.

A.) He shall sign as President with the Secretary and the Treasurer all checks, bills, notes, deeds and other instruments on behalf of the Association.

B.) He shall call all special meetings of the members of the Association and meetings of the Board of Directors.

C.) He shall perform all acts and duties usually required of the executive and presiding officer.

Section 2. The Vice-President, during the absence or disability of the President, shall assume all the duties of the President and shall preside at all meetings of the members and at all meetings of the Board of Directors.

Section 3. The Secretary-Manager shall keep a complete record of all meetings of the members of the Association and of all the meetings of the Board of Directors, and shall file such records of the minutes of such meetings in a book provided therefor.

A.) He shall sign as Secretary-Manager together with the President and the Treasurer all checks, bills, notes, deeds and other instruments on behalf of the Association.

B.) He shall serve all notices required by Law and by these By-Laws.

C.) He shall keep a complete record of all business done by the Association and shall make a full report of all matters and business pertaining to this office, to the members or Directors of the Association at their annual meeting, and shall make all reports required by law.

D.) He shall perform such other duties as may be required of him by the Board of Directors and the Association shall furnish all needed books, stationery, office fixtures and supplies for the proper performance of the duties of his office.

Section 4. It shall be the duty of the Treasurer to receive all funds belonging to the Association and to act as custodian of all its property. He shall sign as Treasurer, together with the President and the Secretary-Manager, all checks, bills, notes, deeds, and other instruments of behalf of the Association, and he shall deposit any funds belonging to the Association in the bank in the City of Birmingham, AL., as directed by the Board of Directors.

ARTICLE VIII

COOPERATIVE BUYING AND SELLING

Section 1. All business done with members and other patrons shall be cooperative in character as defined by the Declaration of Incorporation and that business done with non-members shall not exceed in value the amount of business done with members.

Section 2. All articles purchased for members and/or other patrons shall be paid for by such members and/or other patrons at the time of ordering, and any amount to the credit of such member and/or non-member, on the books of the Association, except the reserves of the Association, may be applied as a credit on such order.

Section 3. It is the declared policy of this Association to buy supplies for its member and other patrons on the local market wherever possible.

Section 4. All sales of supplies of any character whatever and all purchases of any supplies of any character whatever and other business done by this Association shall be on a strictly cash basis and no credit may be extended to anyone unless and except as may be authorized by the Board of Directors.

ARTICLE IX

RESERVES

Section 1. This Association is organized on a non-profit, non-stock basis for the mutual benefit of its members as producers of agricultural products, and in order to establish reserves for any necessary purpose and also to provide funds for the payment of any indebtedness of the Association, including any dividends or interests, the Directors shall make rules and regulations for deductions or charges on an equitable basis from products or supplies purchased and/or sold and services rendered. Any amount carried to the reserves shall be credited to the member in proportion to their contributions thereto, and the books of the Association shall provide a means of showing such contributions and any distribution of reserves shall be in proportion to contributions thereto. No distribution of reserves shall be made to non-members.

Section 2. The books of the Association shall also show the amounts contributed by each member to the discharge of mortgage or other indebtedness incurred for permanent capital as conclusively determined by the Board of Directors.

Section 3. The Board of Directors shall have the right to use any cash of the Association accumulated by reason of creating reserves for working capital or operating funds of the Association; or such cash may be invested in securities approved by the Board of Directors or used in paying any indebtedness of the Association, but in no even shall such cash accumulated for such purposes be used in paying dividends or patronage distributions.

Section 4. When in its conclusive opinion and at its sole desecration, the Board of Directors shall determined that additional reserves are not necessary in the operation of the Association, such funds may be devoted to payment of the oldest credit of members to the reserve fund.

ARTICLE X

DISTRIBUTION OF EARNINGS

Section 1. At the close of each fiscal year, after making adequate provision for any necessary reserves, including depreciation, the net earning of the Association shall be apportioned to member who are patrons of the Association. The Board of Directors shall have the right in its sole discretion to classify the various activities of the Association and declare patronage distribution according to such classes. The Board of Directors shall also have the right to determined the basis upon which said patronage dividend shall be paid, provided, however, that such basis shall always be uniform as to each particular class of business and that the dividends declared for each particular class shall be uniform as to all members patronizing that particular class of business. Such dividends shall not be paid to non members who are patrons of the Association.

Section 2. The Association may engage in any part or all of its activities with non-members, provided that is shall not deal in the agricultural products of non-members to an amount greater in value that such as are handled by it for members, and shall not render farm business service to non-members in an amount greater in value that such as rendered by it to members, or purchases supplies and equipment for non-members in amounts greater in value than such as are purchased for members.

Section 3. The Board of Directors may, in its discretion, issue to the members of this Association certificates of indebtedness as evidence of contributions of the members to the working capital of the Association from earnings or otherwise. Such certificates of indebtedness may or may not bear in interest, and shall be payable at any indefinite future date. Such certificates of indebtedness when so issued shall be signed by the President and the Secretary-Manger and the Treasurer.

ARTICLE XI

LIQUIDATION OR DISTRIBUTION OF ASSETS

Section 1. In the event of dissolution or liquidation of the Association, any assets remaining after the payment of all debts and the retirement of all outstanding certificates of indebtedness shall be distributed to all Members equally in good standing for two years prior to dissolution.

ARTICLE XII

ACCOUNTS - AUDITS

Section 1. The Board of Directors of this Association shall provide for a comprehensive system of accounts which will reflect the financial position of the Association at any given time and which will comply with the provisions of these By-Laws.

Section 2. The Board of Directors shall take the necessary steps to cause the records of the Association to be audited at such times as them deem necessary and in all events at the close of each fiscal year, the report of which shall be submitted to the directors at their next following monthly meeting.
 

ARTICLE XIII

AFFILIATION WITH OTHER FARM ORGANIZATIONS

Section 1. The Board of Directors, acting for the Association, may assist in organizing, applying for membership in, or affiliate or make contracts for correlated service with any other Association, federation or corporation created for purposes consistent with those of this Association and for the benefit of producers of agricultural products, and may pay the membership dues required by such Association, federation or corporation, and may subscribe to stock therein.
 

ARTICLE XIV

SEAL

Section 1. The Seal of the Association shall be in such form as the Board of Directors may prescribe and shall be identified by the imprint thereof on the margin of the minutes of the meeting of the Board of Directors adopting same.
  

ARTICLE XV

AMENDMENTS

Section 1. These By-Laws may be amended at any annual meeting of the members, wherein a quorum is present, by a majority of the members present and voting, and at any special meeting of the member duly called and notices.
 

AMENDMENT

to Constitution and By-Laws

Jefferson County Truck Growers’ Association

Be it resolved that the Constitution and By-Laws of the Jefferson County Truck Growers’ Association be amended to include the following:

That all purchases of property exceeding $50,000.00 and all sales of property exceeding $25,000.00 in value be made only with the expressed consent of the association’s membership, such consent being given by a majority vote of members present at any regular or special meeting of the membership.

Approved special meeting, March 27, 1954, motion by George Rogers which was seconded by B. L. Brown.

Signed N. B. Carlisle

N. B. Carlisle, Secy.

AMENDMENT TO BY-LAWS

OF

JEFFERSON COUNTY TRUCK GROWERS’ ASSOCIATION

KNOW ALL MEN BY THESE PRESENTS, that, I, Danny Jones, as Secretary of Jefferson County Truck Growers’ Association, do hereby certify that at the annual meeting of the members of the Jefferson County Truck Growers’ Association held in Birmingham, Alabama, on June 6, 1998, pursuant to a call made by the Board of Directors of the Jefferson County Truck Growers’ Association at which meeting a quorum of the members of the Jefferson County Truck Growers’ Association were present in person, the By-Laws of the Jefferson County Truck Growers’ Association as recorded at Real 1652, Page 60, in the Probate Court of Jefferson County were amended by vote of the membership and the Articles and Sections as amended as follows:

  ARTICLE V

DIRECTORS-OFFICERS

Section 2. The Board of Directors shall be elected by the members at their annual meeting. Immediately following their election, on the first Saturday of June of each year, the directors shall hold a meeting and organize themselves by the election of a President, a Vice-President, a Treasurer, and a Secretary-Manager; all offices to be held by members of the Association except that the Secretary-manager need not be a member of the Association.

 

GIVEN under my hand and corporate seal of said corporation this 2nd day of July, 1998.

Jefferson County Truck Growers’ Association

By:  Danny Jones, Secretary-Manager

344 Finley Ave West Birmingham, AL 35204

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