American Mushroom Institute, Incorporated
Kennett Square, PA
Amended and Approved November 15, 1989
Amended and Approved December 1999
Amended and Approved June 2015
Formed under the nonprofit Corporation Laws of the Commonwealth of Pennsylvania, Act of May 5, 1933 and Laws Amendatory thereof and having its principal place of business at Kennett Square, Chester County, Pennsylvania.
Section 1. The name of the Institute shall be the American Mushroom Institute, Incorporated.
Section 2. The Institute's headquarters and principal place of business shall be located at 1284 Gap Newport Pike, Avondale, PA, 19311. The headquarters and principal place of business may be changed by a two‑thirds vote of the Board of Directors.
The purposes of the Institute shall be:
- To monitor and influence government legislation and regulation affecting the domestic cultivated mushroom industry.
- To anticipate and respond to issues affecting the image of the domestic cultivated mushroom industry.
- To collect and disseminate information which increases industry members' ability to attract, develop, and retain qualified personnel at all levels of their companies.
- To enhance members' understanding of issues and trends affecting all facets of the domestic cultivated mushroom industry.
- To support, collect and disseminate technical research and information benefiting the domestic cultivated mushroom industry.
- To improve communications among all industry organizations whose actions affect the domestic cultivated mushroom industry.
- To maintain an organizational structure for the Institute which uses available resources to fulfill the expectations of all members in an effective fashion.
Section 1. Membership Classification and Voting Rights. The following classes of membership shall be maintained within the Institute:
- Grower Members: Any person, firm or corporation who grows cultivated mushrooms for commercial purposes in the United States shall be eligible for Grower membership in the Institute.
- Associate Members: Any person, firm or corporation who does not qualify as a Grower shall be eligible for Associate membership. Firms and their affiliates or subsidiaries engaged in the growing of cultivated mushrooms are required to fulfill their obligations to the Institute as Grower members, but also may maintain Associate membership.
- Professional Members: Individuals associated with recognized educational institutions or extension services thereof, or other nonprofit institutions contributing research and development services, or persons undertaking private research projects in mushroom study for the public benefit, shall be eligible for Professional membership.
- Honorary Lifetime Members: The Board of Directors may recognize individuals, from time to time, for outstanding service to the Institute, conferring Honorary membership in the Institute.
- Retired Past Grower Members: Any retired individual no longer associated with a Grower member may be eligible for Retired Past Grower membership.
Section 2. Voting. Only Grower members in good standing shall be eligible to vote at annual or special membership meetings. Each Grower shall be entitled to one vote for each $1,000.00 (One Thousand Dollars) of dues paid as established by the Board of Directors. No Grower member shall be entitled to less than one vote. For the election of Directors, Grower members shall cast their total number of votes for or against for each Director position that is open. If membership is in the name of a firm, corporation, or other legal entity, the member shall be entitled to one vote per each $1,000.00 (One Thousand Dollars) of dues paid as established by the Board of Directors, irrespective of the number of branches, plants, or subsidiaries it may have. Every Grower member entitled to vote at annual or special meetings of the Institute may authorize another person or persons to act for such member by proxy, which must be in writing and signed by the member or its authorized representative. Members of other membership classes may serve on any committee established by the Board of Directors but shall not be eligible to vote. All members shall have the right to be heard at annual or special membership meetings.
Section 3. Application for Membership. Any person, firm or corporation eligible for membership under any membership classification designated in Article III, Section 1, may apply for membership by filing with the Institute an application for membership. An application shall be deemed accepted upon its approval by a majority of the Board of Directors and upon receipt of dues in full.
Section 4. Duration of Membership and Resignation. Any member may withdraw from the Institute by filing a letter of resignation with the President, but such withdrawal shall not relieve the member of the obligation to pay accrued dues or other charges. All rights, privileges, and interest of a member in or to the Institute shall cease upon its resignation.
Section 5. Suspension and Expulsion. Any member may be suspended or expelled from the Institute for cause. Violation of these by‑laws or any rule or practice duly adopted by the Institute, or any other conduct prejudicial to the interests of the Institute, shall be cause for suspension or expulsion. Suspension or expulsion shall be by a two‑thirds vote of the entire Board of Directors. A statement of charges shall be sent by certified or registered mail to the last recorded address of the member at least twenty (20) days before final action to suspend or expel is taken by the Board of Directors. This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charges will be considered. The member shall have the opportunity to appear in person and/or be represented by counsel to present a defense to the charges before final action is taken by the Board of Directors. The Board may suspend a member for up to one year and may establish fair and reasonable conditions for readmittance of suspended or expelled members.
Section 1. Dues to Be Established by Board of Directors. The Board of Directors shall establish reasonable and nondiscriminatory dues for each membership class. Dues shall become due and payable in full before the first day of the new fiscal year. New members shall be assessed on a pro rate basis and their dues shall be payable upon submission of their membership application.
Section 2. Payment of Dues. The Institute shall issue annual dues statements to all members. Any member whose dues are thirty days in arrears shall receive a notice of delinquency; a second notice shall be mailed to any member whose dues are sixty days in arrears. The Institute shall by written notice suspend any member whose dues are ninety days in arrears. Any member suspended for nonpayment of dues may be reinstated by reapplying for membership and paying one year's dues in advance. The Board of Directors may prescribe procedures for extending the time for payment of dues and continuation of membership privileges upon request of a member and for good cause shown.
Section 1. Annual. There shall be an annual meeting of the Institute's membership at a time and place determined by the Board of Directors. The business conducted at the annual meeting shall include election of members of the Board of Directors, receipt of the annual reports, and such other matters as may be determined by the Board of Directors.
Section 2. Special Meetings. Special meetings of the Institute may be called by the Chairman, a majority of the Board of Directors, or a majority of the membership.
Section 3. Notice. The Secretary shall mail or contact via email or other electronic internet-based method each member of the Institute notice of the time and place of each meeting not less than 20 days before the date of the meeting. Notice of any special meeting shall contain a statement of time and place and information as to the subject or subjects to be considered. Notice of meetings shall conform to the requirements of the laws of the state in which the Institute is incorporated.
Section 4. Quorum. One‑quarter of the Grower members entitled to vote shall constitute a quorum, and, in case there be less than this number, the presiding officer may adjourn the meeting from time to time until a quorum is present. Members voting by proxy shall be counted to determine if there is a quorum. No matter shall be brought to a vote of the membership unless a quorum is present.
Section 5. Voter List. A list or record of Grower members entitled to vote, certified by the Secretary, shall be prepared for any meeting of the Institute membership.
BOARD OF DIRECTORS
Section 1. Authority. The Board of Directors shall supervise, direct, and control the affairs of the Institute, and establish policies or rules for the conduct of its business within the limits of the by‑laws, articles of incorporation, and applicable laws or regulations. The Board of Directors shall have discretion over the disbursement of the Institute's funds, and may purchase director and officer liability insurance on behalf of the Institute. The Board of Directors may, in the execution of the powers granted herein appoint and terminate the services of such agents or employees as it may consider necessary.
Section 2. Composition. The Board shall consist of thirteen (13) members: a Chairman, the most recent past Chairman, a Chairman‑Elect, a Vice Chairman/Treasurer, a Secretary, President, six (6) additional members and a Director selected from the Associate membership class. Each Director shall be entitled to cast one vote on all matters before the Board, with the exception of the Chairman who will only cast one vote in the event of a tie. A majority of the Board of Directors must be composed of Grower members, or employees of a Grower member firm.
Section 3. Election and Term. A slate of candidates for election to the Board of Directors shall be selected by the Nominating Committee and presented to and voted on by the membership at the Institute's annual meeting. Terms of Directors shall be for two years, with six Directors elected in odd‑numbered years and six Directors elected in even‑numbered years. The most recent past Chairman shall serve as a Director beginning at the end of his service as Chairman and upon the selection of a successor Chairman, and may serve until his successor as Chairman completes his service as Chairman. There shall be no limitation on the number of terms a Director may serve. The newly elected Directors shall assume office on the last day of the annual meeting of the Institute.
Section 4. Meetings. The Board shall have regular meetings at the time and place of the annual meeting. Otherwise, the Board shall meet upon call of the Chairman at such times and places as he may designate, or at such times and places as the President may designate upon request of the Board. Notice of all meetings of the Board of Directors shall be sent by mail or contact via email or other electronic internet-based method each Board member at least twenty (20) days in advance of any meeting. This notice period may be waived by a majority vote of the Board when deemed in the interests of the Institute.
Section 5. Conduct of Meetings. The Board of Directors shall establish rules for the orderly conduct of annual and special meetings of the Institute, which rules shall not conflict with the provisions of these by‑laws. Except as otherwise set forth in these by‑laws, it shall be within the authority of the Board of Directors to determine whether a matter should be put to a vote of the membership. No Director shall participate in the deliberation or vote of the Board in which the individual may have personal or pecuniary interest without first disclosing such interest to the Board.
Section 6. Quorum. A majority of the whole Board of Directors shall constitute a quorum at any meeting of the Board. Any less number may adjourn from time to time until a quorum be present.
Section 7. Voting and Absence. Every Board member has one vote. Directors may vote by proxy on all matters put to a vote before the Board. The Chairman may also permit a vote to be cast by telephone conference call, by telefax, mail, email or other electronic internet-based method or other reliable means, as the circumstances require. Any member of the Board of Directors who is unable to attend a meeting shall inform the Chairman in advance and state the reason for his absence. If a director is absent from two consecutive meetings for reasons which a majority of the Board finds unacceptable, his resignation shall be deemed to have been tendered and accepted.
Section 8. Compensation. Directors serving in their official capacity shall not receive any compensation for their service as directors, but the Board may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Such authorization may prescribe procedures for approvals and payments of such expenses by designated officers of the Institute. Nothing herein shall preclude a director from serving the Institute in any other capacity and receiving the compensation for such services.
Section 9. Resignation or Removal. Any director may resign at any time by giving notice to the Chairman or to the Board of Directors. Such resignation shall take effect at the time specified therein or, if no time is specified, at the time that the resignation is accepted by the Chairman or the Board. Any Director maybe removed for cause by a majority vote of the Directors at any regular or special meeting at which a quorum is present.
Section 10. Vacancies. Any vacancies that may occur on the Board by reason of death, resignation, or otherwise may be filled by vote of the remaining members of the Board for the unexpired term.
Section 1. Titles. The Institute shall have the following officers: Chairman of the Board, Chairman Elect, the Vice Chairman/Treasurer, the Secretary, and the President.
Section 2. Election of Officers. Officers shall be elected by the Board of Directors. The election shall be by ballot and by a majority of the votes cast of the Directors present. The Directors shall elect the officers only from among currently serving Directors.
Section 3. Chairman. The Chairman of the Board shall be the principal elected officer of the Institute and shall preside at meetings of the Board and the membership. The Chairman's ruling on points of order and conduct of any meetings, consistent with the Robert's Rules of Order, that are not otherwise inconsistent to the by‑laws, shall be final unless overridden by resolution introduced and passed by a majority vote of the Directors or members present at such meetings. The Chairman, at the annual meeting of the Institute and at other times, shall communicate to the Institute and the Board of Directors such matters and make such suggestions as may tend to promote the welfare and increase the usefulness of the Institute.
Section 4. Chairman‑Elect. The Chairman‑Elect shall assume the duties of Chairman in the event of his absence, and shall otherwise serve the Institute as directed by the Chairman. Should the office of Chairman become vacant for any reason, the Chairman‑Elect shall assume the duties of the office of Chairman as acting Chairman for the unexpired term.
Section 5. Vice Chairman/Treasurer. The Vice Chairman/Treasurer shall be the principal elected financial officer of the Institute. The Vice Chairman/Treasurer shall have custody of the corporate funds and securities and property of the Institute, and shall keep full and accurate accounts of receipts and disbursements of the Institute, and shall keep the monies of the Institute in a separate bank account or accounts to the credit of the Institute as may be directed by the Board of Directors. He shall disburse the funds and monies of the Institute as may be ordered by the Board of Directors, and shall render an account in writing of all transactions. The Vice Chairman/Treasurer may delegate any of the functions deemed appropriate to the administrative staff of the Institute.
Section 6. President. The President shall be the chief executive officer of the Institute with the responsibility for management of day‑to‑day operations, programs and affairs of the Institute, including the selection and determination of compensation of staff members and supporting personnel. The President shall be ex‑officio a member of all committees and shall have the general powers and duties of supervision and management as necessary to perform his functions. The President shall serve as a voting member of the Board of Directors. The Executive Committee shall be responsible for determining the compensation of the President.
Section 7. Secretary. The Secretary shall attend all meetings of the Board of Directors, the Executive Committee, and of the membership. He shall give or cause to be given notice of all meetings, shall record or cause to be recorded all proceedings of meetings of the Board of Directors, the Executive Committee, and the membership, and shall perform other duties as may be prescribed by the Board of Directors. The Secretary may delegate any of the functions deemed appropriate to the administrative staff of the Institute.
Section 8. Bonding. At the direction of the Board of Directors, any officer or employee of the Institute shall obtain, at the expense of the Institute, a fidelity bond, in such sum as the Board shall prescribe.
Section 1. Establishment of Committees. There shall be established an Executive and Nominating Committee, and any other standing, special, or subcommittees established by a majority of the Board of Directors, to be appointed by the Chairman.
Section 2. Other Committees. The Chairman, subject to the approval of the Board of Directors, may also appoint ad hoc committees or task forces as may be necessary.
Section 3. Executive Committee. The Board of Directors shall appoint an Executive Committee. The Executive Committee shall consist of the Chairman, the Chairman‑Elect, the Vice Chairman/Treasurer, the Secretary and two other Directors. The Executive Committee shall exercise such powers and duties as may be prescribed by the Board of Directors, including, management of the Institute during the intervals between Board of Directors meetings. Minutes of Executive Committee meetings shall be recorded and made available to all directors and presented at the next regular meeting of the Board of Directors.
Section 4. Nominating Committee. The Nominating Committee shall consist of the immediate past Chairman, the current Chairman, three (3) Directors selected by the Board of Directors, and three (3) Grower members of the Institute selected by the Executive Committee. No two (2) members of the Nominating Committee, with the exception of the immediate Past Chairman and the current Chairman, shall be associated with the same company. The Nominating Committee shall present to the Board of Directors for approval a slate of nominees that is geographically diverse and represents the Growers membership equitably. The Committee shall notify the Secretary, in writing, at least thirty (30) days before the date of the annual meeting, of the names of the candidates it proposes, and the Secretary shall mail or email or other electronic internet-based method a copy of the slate of candidates to each voting member at least twenty (20) days before the annual meeting.
The fiscal year of the Institute shall commence on the 1st day of June and shall end on the 31st day of May. The Board may change the fiscal year by a majority vote, without approval of the Grower members.
SEAL OR LOGO
The Institute shall have a seal of a design as the Board of Directors may adopt bearing on its face the words "American Mushroom Institute, Incorporated."
The Institute may, by resolution of the Board of Directors, and consistent with the laws of the jurisdiction in which the Institute is incorporated, provide for indemnification by the Institute of any and all of its directors or officers or former directors or officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding, in which they or any of them are made parties, or a party, by reason of having been directors, or officers of the Institute, except in relation to matters as to which such director or officer or former director or officer shall be judged in such acts, suit, or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence on such liability for negligence or misconduct.
The Institute shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure, or be distributed, to the members of the Institute. On dissolution of the Institute any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.
These by‑laws may be altered or amended, unless otherwise provided herein, only by two‑thirds (2/3) vote of the entire Grower Membership of the Institute at any annual, regular, or special meeting of the membership, which is held not less than twenty (20) days after a draft or drafts of any proposed alterations or amendments to the by‑laws have been mailed or emailed or other electronic internet-based method by the President to each voting Grower member.