Bylaws of the Minnesota Christmas Tree Association

ARTICLE I: NAME AND PURPOSE

SECTION 1.

The name of the organization shall be Minnesota Christmas Tree Association. It is a nonprofit organization incorporated under the laws of the State of Minnesota.

SECTION 2.

The purpose of the Minnesota Christmas Tree Association (“Association” or “MNCTA”) is: to promote the real Christmas tree industry by improving tree quality; to educate growers and consumers; to pursue strategies intended to increase real tree sales.

ARTICLE II: MEMBERSHIP

SECTION 1.

A). Members shall be engaged in or related to the production and sale of real Christmas trees and have satisfied all MNCTA membership requirements.

B). Memberships

1. Annual Membership – Grower/Producer membership to be part of MNCTA. Allows one vote per membership, continues MNCTA communications and one annual subscription to the Great Lakes Journal.
2. Additional Memberships – For additional members of an already registered Grower/Producer farm. Allows one vote per membership, continues MNCTA communications and one annual subscription to the Great Lakes Journal.
3. New Grower/Pre-Sales Membership – For those who are new to growing but haven’t begun selling yet and those who are just starting to think about becoming a Christmas tree farmer. Allows one vote per farm, as well as mailings and one annual subscription of the Great Lakes Journal.
4. Former Grower/Producer Membership – For former Growers/Producers that are no longer active with a farm, but desire to continue their involvement with MNCTA. Allows one vote per membership, continues MNCTA communications and one annual subscription to the Great Lakes Journal.
5. Associate Membership – Specifically for vendors, suppliers, nurseries, academic professionals or supporters of the industry. This is a non-voting membership.

SECTION 2.

Membership applications must be accompanied by one year’s dues to be accepted by the MNCTA.

SECTION 3.

Annual dues shall be determined by the MNCTA Board of Directors (“Director(s)” or “Board”). Revisions to these dues shall be recommended by the Finance Committee and presented to the membership for approval at the next MNCTA annual membership meeting. Discounted rates may be offered to encourage new membership at the discretion of the Board. The Board shall also set dues for non-voting membership categories.

ARTICLE III: MNCTA BOARD OF DIRECTORS

SECTION 1.

The Board shall oversee MNCTA affairs. The Board shall consist of a minimum of five (5) Directors with a maximum of nine (9) Directors, which must include the presidential appointee if one exists. The Board will be comprised of the following:

A). Directors shall be elected by the membership to serve rotating two-year terms, however, they are eligible to serve up to five (5) consecutive terms or ten (10) years.

B). Each Director term runs from September 1st to August 31st.

C). The President may also appoint one (1) Director from the current membership, with majority approval of the Board. This appointment shall be limited to a one (1) year term, ending with the Board’s final meeting in the calendar year. In the event the Board determines a need for additional Directors, i.e., a National Director, the Board shall have the power to make additions.

D). The Executive Director/Secretary.

E). The Treasurer. The Executive Director/Secretary may also perform the duties of Treasurer.

ARTICLE IV: ELECTIONS

SECTION 1.

A Nominating Committee will be formed at the Board’s annual meeting. Contact information for the Nominating Committee will be mailed with the annual membership forms and announced in the MNCTA News.

SECTION 2.

Members interested in serving on the Board shall contact the Nominating Committee no later than February 1st of each year. The Nominating Committee shall submit a report to the Board containing names and biographies of interested members, no later than February 15th. Nominations for Directors may also be made by a petition signed by five (5) current members, as long as these are submitted to the Nominating Committee before February 1st and accompanied by nominee biographies. No nominee will be accepted without an accompanying biography.

SECTION 3.

The Executive Director/Secretary shall prepare a ballot listing all nominees in alphabetical order. Each ballot shall be accompanied by nominee biographies. Ballots may be hand delivered to all current members at the Winter Convention and/or Annual Meeting. Ballots not collected at the Winter Convention and/or Annual Meeting will be mailed to remaining members no later than March 15th of each year. Two (2) envelopes shall be included with each ballot. Voters shall mark their ballots clearly. Once completed, the ballot shall be placed inside the ballot envelope. This envelope will be placed inside the stamped envelope. Each voter shall return the stamped envelope to the Executive Director/Secretary. It must be received by the Executive Director/Secretary no later than April 15th.

SECTION 4.

All returned ballots will be counted at the conclusion of the Annual Meeting with the remainder to be counted via a Zoom meeting with a minimum of two (2) Directors observing the count no later than May 1st. Ballots not clearly marked will be disqualified automatically.

ARTICLE V: OFFICERS AND DIRECTORS

SECTION 1.

MNCTA officers shall include a President, Vice President, Executive Director/Secretary and Treasurer. The President and Vice President shall be Directors of the Association and elected by written ballot by a majority of the Board at its final meeting in each calendar year. The President and Vice President shall serve one-year terms. The President and Vice President may serve a second consecutive term but must be free of their title for two years before returning to the title once again. The Board shall appoint the Treasurer. There shall be no term limits on the Treasurer position.

SECTION 2.

The Executive Director/Secretary shall be a paid position, under direction of the Board. The Executive Director/Secretary salary shall be determined and authorized by the Board.
With the approval of the Board, the duties of Executive Director/Secretary and Treasurer can be combined to be performed by one individual.

ARTICLE VI: DUTIES OF OFFICERS AND DIRECTORS

SECTION 1.

The Board shall be responsible for the management and administration of the MNCTA. Directors shall attend all Board meetings and read the minutes, agenda, and committee reports prior to these meetings so they are prepared to do the Association’s business. Each Board member shall vote on all issues that come before the Board. Special consideration shall be extended to those members prevented from attending meetings due to circumstances beyond their control; however a Board member shall be terminated from the Board with more than three (3) unexcused absences from Board meetings in a calendar year.

SECTION 2.

The President shall preside at all meetings of the MNCTA Board and at all Executive Committee meetings. He or she shall have general charge and supervision of the affairs of the organization, along with duties delegated by the Board. The President is an ex-officio member of all committees.

SECTION 3.

The Vice President shall attend all meetings of the MNCTA Board and the Executive Committee. In the event that the President is unable to perform his or her duties, the Vice President shall assume them.

SECTION 4.

The Executive Director/Secretary shall attend all meetings of the Association, Board, and the Executive Committee. He or she shall oversee the administration, programs and strategic plans for the Association. These duties include organizing Board and membership meetings and taking meeting minutes, sending communications to members in a timely fashion, and distributing information to the Board to facilitate the MNCTA objectives. The Executive Director/Secretary shall be responsible for day-to-day operations and maintaining MNCTA records. The Executive Director/Secretary shall receive all monies, pay all bills and provide monthly financials reports to the Treasurer. The Executive Director/Secretary, with the Treasurer’s input, will develop reports and present them at the Annual Meeting of the Association. The Executive Director/Secretary is an ex-officio member of all committees.

SECTION 5.

The Treasurer shall oversee all monies, payables and receivables. As well as provide a financial report at the meetings of the Board. The Treasurer shall assist in the preparation of the budget and make financial information available to the Finance Committee, Board members and the public at all times. The MNCTA shall maintain an insurance policy to protect the Association in the event of Treasurer malfeasance. The offices of the Executive Director/Secretary and the Treasurer may be held by one individual by resolution of the Board.

SECTION 6.

The Executive Committee, comprised of the President, Vice President, Executive Director/Secretary and Treasurer, shall act for the Board in the case of need or emergency.

ARTICLE VII: MEETINGS

SECTION 1.

The Board shall schedule all meetings. The annual meeting of the Board shall be the last meeting held in the calendar year. Executive officers will be elected at that meeting. Four (4) members of the Board, one of which must be the Executive Director/Secretary, shall constitute a quorum for any meeting of the Board.

SECTION 2.

The Annual Meeting for the MNCTA membership shall be held during the Winter Convention, or set each year by the Board, with thirty (30) days’ notice given to the membership. When the Annual Meeting is held in conjunction with the winter meeting, no quorum is required.

SECTION 3.

Regular or special meetings may be called by the Board or by the written request of fifteen (15) active, voting members. All members must be notified at least thirty (30) days in advance of any policy-creating vote called during a membership meeting. Those members not attending the meeting shall have the opportunity to vote by absentee ballot. Any Committee or Board member can put a question up for member vote but must prepare the ballots under the supervision of the Executive Director/Secretary.

ARTICLE VIII: COMMITTEES

SECTION 1.

A). MEMBERSHIP/BYLAWS/NOMINATION COMMITTEET-here shall be a standing Membership/BYLAWS/NOMINATION Committee. The Membership/BYLAWS/NOMINATION Committee shall be responsible for promoting and building the Association’s membership. This Committee will typically be led by another Director and assisted by the Executive Director. The Membership/Bylaws/Nomination Committee shall examine the current bylaws on a regular basis and recommend necessary changes. MNCTA members who wish to recommend changes to the bylaws shall submit their suggestions to the Bylaws Committee in writing. The committee shall submit them to the Board with their recommendations. The Membership/Bylaws/Nomination Committee shall maintain relations with current members and recruit new members to join MNCTA. Resource (point of contact) for anyone interested in joining the organization, recruit candidates for Board of Directors, collect applications and deliver packets to Executive Director. The President and Executive Director/Secretary shall be ex – officio members of this committee.

B). FINANCE COMMITTEE-There shall be a standing Finance Committee. Committee Chairs shall submit their budgets for the following year to the Finance Committee no later than September 1st of the current year. The Finance Committee shall submit a balanced budget to the Board no later than January 31st of the following year. An examination of MNCTA financial records shall be performed by the Finance Committee after the close of the fiscal year, reporting to the membership at the MNCTA Annual Meeting. The President and Executive Director/Secretary are ex-officio members of this committee.

C). COMMUNICATIONS COMMITTEE-There shall be a standing Promotion Committee. The Promotion Committee shall expand awareness of the MNCTA and real Christmas trees in the marketplace and schools, informing consumers of the benefits of real Christmas trees. The President and the Executive Director/Secretary are ex-officio members of this committee.

D). STATE FAIR COMMITTEE-There shall be a standing State Fair Committee. The State Fair Committee shall work with the State Fair Booth Superintendent to create a display that promotes the MN Christmas tree industry, educates the public, and solicits new members to the MNCTA. The President and Executive Director/Secretary are ex-officio members of this committee.

E). SUMMER MEETING COMMITTEE-There shall be a standing Summer Meeting Committee. The Summer Meeting Committee shall plan the annual convention with seminars and exhibitors. The Summer Meeting Committee shall develop the program, coordinate for setup and tear-down negotiate with hotels, caterers and rentals companies for the needs of tables, chairs, portable toilets, buses to farm tours and security. The President and Executive Director/Secretary are ex-officio members of this committee.

F). WINTER MEETING COMMITTEE-There shall be a standing Winter Meeting Committee The Winter Meeting Committee shall plan annual convention with seminars and exhibitors, develop the program and coordinate for set-up and tear-down. The President and Executive Director/Secretary are ex-officio members of this committee.

SECTION 5.

The Board shall have the power to create any committee it deems necessary or has been recommended by the membership. All committees must establish budgets and submit written reports to the Board and the Membership.

ARTICLE IX: AMENDMENTS

SECTION 1.

The Bylaws Committee can recommend to the Board amendments and revisions to these bylaws. An MNCTA member in good standing can recommend amendments and revisions to the bylaws. Notice of proposed changes must be submitted in writing to the Board. The Board shall schedule a membership meeting and call for a vote on all bylaw revisions.

SECTION 2.

Notice of the meeting must be mailed at least 30 days prior to the date, along with the proposed changes. Any article or section of these bylaws may be amended or revised by a two-thirds majority vote of the members voting at any Annual or special meeting of the Association. Members shall be offered the option of voting by absentee ballot in case they are unable to attend the meeting.