Welcome to AG Institute

Article I: Name

Section 1. The name of the corporation shall be Ag Institute of Florida, Inc.

Article II: Offices

Section 1. The corporation may establish and maintain an office or offices at such places, either within or without of the State of Florida, as the Board of Directors may from time to time determine.

Article III: Seal

Section 1. The seal of the corporation shall be circular and shall have inscribed thereon the name of the corporation and the word "SEAL".

Article IV: Membership

Section 1. The members of this corporation shall possess the rights and privileges and meet the terms and conditions of membership required by law, and by the charter of this corporation, by these By-Laws, and may include any of the following:

(a) producers, packers, processors or distributors of one or more agricultural products grown in Florida, or,

(b) manufacturers or distributors of machinery, equipment, materials, supplies and/or services used in the production or distribution of agricultural products grown in Florida.

(c) professionals, educators and individuals not associated with profit-making firms engaged in any of the foregoing activities.

(d) not for profit associations, colleges or universities, chambers of commerce, and commodity groups.

(e) financial institutions.

Section 2. The above categories shall be eligible for membership in the Institute upon approval by the Board of Directors or by the Directors Executive Committee acting for the Board of Directors. Prospective members should apply to the Board of Directors for membership. Upon receipt of an application for membership, the Board of Directors may approve or reject applicants by a majority of those Directors present and voting. Those applicants approved by the Board of Directors shall be deemed bonafide members in good standing.

Section 3. The Board of Directors may adopt (and from time to time amend, alter and repeal) a schedule of membership fees and require payment of same on an annual or other basis as a condition to admission to membership and of continuation of membership. Said fees or dues shall not be required to be uniform in amount, but may be fixed according to brackets or other formulas which take into account the capitalization, sales volume or other reasonable business criteria of the various members or types of businesses represented by the membership, on a fair basis.

Section 4. A membership register shall be maintained by the Secretary of the corporation listing the names and addresses of all members. Upon any member ceasing to continue as a member on account of death, dissolution, resignation, expulsion, ineligibility, nonpayment of dues or assessments, or for any other reason, such fact shall be noted in the membership register together with the date and reason for cessation of membership, and such person, firm or corporation shall thereafter have no rights as a member of this corporation.

Section 5. Membership Meetings: Membership meetings shall be held in at such place in the State of Florida as shall be specified in the notice of the meeting.

Section 6. Annual Meetings: An annual meeting of the members shall be held during the calendar year, to coincide with a time and place to be fixed by the Board of Directors, notice of which shall be given as hereinafter prescribed. At such meeting, the members shall elect officers and Directors where terms are expiring and members shall review the activities of the corporation for the previous year.

Section 7. Special Meetings: Except as otherwise provided by law, special meetings of the members of this corporation shall be held whenever called by the President or by a majority of the Board of Directors.

Section 8. Notice of Meetings: Notice of all membership meetings, stating the time and place and the objectives for which such meetings are called, shall be given by the President or the Secretary by mail not less than ten (10) days prior to the date of the meeting to each member of record.

Section 9. Quorum: The members present will constitute a quorum provided written notice has been given as prescribed in Article IV, Section 7.

Article V: Organization

Section 1. The corporation will have be governed by a Board of Directors.

Section 2. The Board Of Directors will approve goals, objectives and priorities for the corporation on an annual basis, set financial policies and procedures and conduct the business of the Corporation. The Directors will meet at least once annually.

Article VI: Board of Directors

Section 1. The Board of Directors shall be elected at the annual meeting by the membership or at a special called meeting for the purpose of electing directors. The number of directors shall be no less than five (5) and not to exceed thirty (30). The Directors shall function as the governing and operational arm of the corporation and shall perform tasks necessary to achieve short and long term goals and objectives of the corporation.

Section 2. Vacancies among the Board of Directors will be filled by election by majority vote of the Board of Directors, subject to ratification by the membership of the corporation as indicated in Article-VI, Section 1.

Section 3. With the exception of the required annual meeting of the Board of Directors, all other meetings will be at the discretion of the President of the Board of Directors.

Section 4. The Officers of the Board of Directors shall consist of a President, First Vice President, Second Vice President, Secretary, Treasurer, and Immediate Past President. The officers shall be elected at the annual meeting of the Directors as prescribed below.

(a) The President will be elected annually by the membership of the corporation. A Nominating Committee appointed by the Executive Committee of the Board of Directors shall recommend to the Directors candidates for President. The Directors shall forward to the membership the recommendation(s) for President. The membership shall elect the President from Board nominees as well as any nominations received from the floor. The Duties of the President include the general management of the corporation and

the President shall have the authority and responsibility for the executive operation of the corporation. The President shall sign for and on behalf of the corporation or in its name, all contracts, documents and other instruments of writing, except that such contracts, documents or other instruments may be signed with like affect by any other officer or employee of the corporation designated by the Board Of Directors to do so. The President shall be actively engaged in conducting the business of the corporation and shall be charged with all the duties and have all the authority which may be assigned by the Board of Directors.

(b) The First Vice President shall be elected annually by the membership of the corporation in like manner to the President. The First Vice President shall serve as President-Elect of the Board and shall assist the President in supervision and management of areas of activity engaged in by the corporation according to division of such areas assigned by the President. The President shall also designate the First Vice President to preside at meetings in his/her absence and to first succeed to the exercise of the powers of the Office of President upon his/her death or incapacity, and the First Vice President shall so act in accordance with such designation. The President shall notify the Secretary of such designation when made and the Secretary shall notify the Board of the designation by written memorandum. In the event the President fails to make such designation, the Board shall designate the First Vice President to preside at any meeting and to first succeed to such powers of the President, and shall also define the areas of supervisory responsibility of the First Vice President. The First Vice President shall further perform any and all other duties imposed by the Board from time to time. Provided, however, that in the case of death, resignation or disability of the President as determined by the Board, the Board may declare the office of President vacant and elect a successor.

(c) The Second Vice President shall be elected annually by the membership in like manner to the president and First Vice President. The Second Vice President shall serve as Membership Chair and shall be responsible for developing and cultivating new prospects for membership in the corporation and on the Board of Directors.

(d) The Secretary shall be elected annually by the membership and shall attend and keep the minutes of the meetings of the Board of Directors, the Executive Committee and the membership. He/she is responsible for notifying all appropriate members of the Board of Directors and membership of meetings in accordance with Article IV, Section B. He/she shall have charge of all records and seal of the corporation, and shall in general perform all the duties incidental to the office of the Secretary of the corporation, subject at all times to the direction and control of the Board of Directors.

(e) The Treasurer shall be elected annually by the membership. He/she shall supervise the keeping of full and accurate accounts of receipts, the keeping of financial records and books of the corporation, and the deposit of all monies and other valuable properties and effects in the name of and to the credit of the corporation in such depository or depositories as may be designated by the Board of Directors. He/she shall supervise the disbursement of the funds of the corporation according to the By-Laws and as may be ordered by the Board. He/she shall perform the duties normally incidental to the office and shall render to the Board of Directors whenever they require, an account of all transactions and of the financial condition of the corporation; and shall render at the annual meeting of the Board of Directors a like report for the preceding year.

(f) The immediate Past-President shall serve as a member of the Executive Committee of the Board of Directors and will lend advice and will lend advice and counsel to the President in the management and operation of the organization.

Section 5. There shall be an Executive Committee of the Board of Directors composed of the Officers of the Board of Directors and one (1) at-large member appointed at the pleasure and discretion of the President. The Executive Committee shall, subject to such limitations as may be imposed by resolutions of the Board of Directors, exercise all powers of the Board not specifically prohibited by law, the corporate charter, or these By-Laws, subject only to the general direction, approval and control of the Directors and membership. Members of the Executive Committee shall serve until the next annual meeting for election of officers and Executive Committee members.

Section 6. Meetings of the Board of Directors shall be held within or without of the state of Florida as specified in the notice of the meeting.

Section 7. Regular and Special Meetings of the Board of Directors: Regular meetings shall be held on such dates and at such times and places as may be determined by the Board of Directors. Special meetings of the Board may be called by the President, or by a majority of the Directors, by giving to each Director either personally, by mail or email, by telephone or facsimile transmission, or by other timely form of communications, at least ten (10) days notice of the time, place and purpose of the meeting.

Section 8. Quorum of Board of Directors: A quorum shall consist of members present provided legitimate notice has been given as prescribed in Section 7.

Section 9. Compensation of Directors: Directors shall receive no remuneration or compensation for their services as members of the Board of Directors.

Article VII: Miscellaneous Provisions

Section 1. All checks and drafts shall be signed in such manner as the Board of Directors may from time to time determine.

Section 2. All deeds and mortgages made by the corporation shall be executed by the President and the Secretary unless the Board Of Directors by resolution otherwise directs and determines.

Section 3. The corporation shall operate on a calendar year basis.

Section 4. These By-Laws may be altered or amended and additional By-Laws adopted by two-thirds vote of members voting, at any annual meeting or any special meeting called for the purpose of considering the same, provided notice of the character of the proposed amendment has been given. In any meeting of members called specifically for the purpose of amending the By-Laws, amendments from the floor may be proposed.

Section 5. This corporation is not organized for and shall not be operated for pecuniary gain or profit and no part of its net earnings shall inure to the benefit of any private member or individual but shall be held and used only for the purposes specified in the charter and By-Laws; however, a Director may be paid for professional services rendered to the corporation and for property or property rights of any kind purchased by the corporation from such member or Director.