AMI ByLaws

By-Laws

of

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.

ARTICLE I

NAME

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.

ARTICLE II

PURPOSES

The purposes of the Institute shall be:

  1.                  To monitor and influence government legislation and regulation affecting the domestic cultivated mushroom industry.
  2.                  To anticipate and respond to issues affecting the image of the domestic cultivated mushroom industry.
  3.                  To collect and disseminate information which increases industry members' ability to attract, develop, and retain qualified personnel at all levels of their companies.
  4.                  To enhance members' understanding of issues and trends affecting all facets of the domestic cultivated mushroom industry.
  5.                  To support, collect and disseminate technical research and information benefiting the domes­tic cultivated mushroom industry.
  6.                  To improve communications among all industry organizations whose actions affect the domestic cultivated mushroom industry.
  7.                  To maintain an organizational structure for the Institute which uses available resources to ful­fill the expectations of all members in an effec­tive fashion.

ARTICLE III

MEMBERSHIP

Section 1.  Membership Classification and Voting Rights. The following classes of membership shall be maintained within the Institute:

  1.                  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.
  2.                  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.
  3.                  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.
  4.                  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.
  5.                  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.

ARTICLE IV

DUES

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.

ARTICLE V

MEETINGS

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.

ARTICLE VI

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.

ARTICLE VII

OFFICERS

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.

ARTICLE VIII

COMMITTEES

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.

ARTICLE IX

FISCAL YEAR

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.

ARTICLE X

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."

ARTICLE XI

INDEMNIFICATION

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.

ARTICLE XII

DISSOLUTION

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.

ARTICLE XIII

AMENDMENT

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.

SITE MAP
Back to top