CONSTITUTION

MANITOBA - NORTH DAKOTA ZERO TILLAGE FARMERS ASSOCIATION

(as adopted January 21, 1982 at Minot, North Dakota)

NAME: The Manitoba-North Dakota Zero Tillage Farmers Association

( Man-Dak T Farmers)

PURPOSE:

1. To facilitate the exchange of ideas

2. To encourage zero tillage research

3. To disseminate zero tillage information

INHERENT PURPOSE:

To preserve our agriculture soil resource for future generations by promoting a system of crop production which drastically reduces soil erosion and builds up organic matter.

ORGANIZATION:

The Association is run by an elected board of ten farmers representing all geographic areas of Manitoba and North Dakota, plus six appointed advisors from government and industry.

(SEE AMENDMENTS # 3)

MEMBERSHIP:

The Association is open to any farmer interested in zero tillage not only from Manitoba and North Dakota but also from surrounding states and provinces.

ASSOCIATE MEMBERSHIP:

Open to any other persons interested in the zero tillage concept.

ACTIVITIES:

1. To hold an annual meeting and workshop

2. To encourage research

3. Other activities as needed

BY-LAWS

1. ELECTIONS:

The director shall be elected by the general membership at the annual meeting. The advisors shall be appointed by the Board of Directors.

The offices of president, vice president, and secretary-treasurer shall be elected annually by the out-going and in-coming board of directors.

2. TERM OF OFFICE:

A. The term of office of directors, advisors and officers shall be no more than two years. (SEE # 1 & 5)

B. Directors must retire for at least one year before being re-elected.

C. Ten directors shall be elected for the first year (1982) -one half (drawn by lot) to serve one year, and the other half to serve two years. Thereafter, five directors to be elected each year---at all tiess maintaining five directors from Norrth Dakota and five directors from Manitoba. (SEE AMENDMENT * 1)

D. (Amendment # 2)

E. (Amendment * 3)

3. QUORUM:

A. Twenty members of the Association shall constitute a quorwi for all annual and special general meetings.

B. One half of the board of directors shall constitute a quomn for a board meeting.

4. FEES:

A. To be set by the membership upon recommendations from the board of directors.

5. EXECUTIVE

A. Executive committee will consist of the president, vice president, secretary-treasurer, and past president. They will have the authority to speak on behalf of the Association, when necessary.

6. SIGNING OFFLCERS:

A. The president or vice president and secretary-treasurer shall be signing officers.

7. CURRENCY:

A. Exchange rate to be on par value basis for nmbership fee only.

8. REMUNERATION.

A. The directors, advisors and committee umibers may be reimbused for out-of-pocket expenses such as postage, telephone calls, $30.00 per night lodging, and gasoline for trips on Association business as approved by the Board of Directors. (SEE AMENDMENTS # 6 & # 7)

9. NOMIATING COMMITTEE:

A. The nominating committee, two from Manitoba and two from North Dakota to be appointed by the Board of Directors and shall serve one year.

10. DISSOLUTION:

A. In the event that the Association breaks into separate Associations from Manitoba and North Dakota, the money remaining at that time shall be divided on a pro-rate basis depending on the origin of membership at the time of dissolution.

11. AMENDING THE BY-LAWS:

A. The by-laws may be amended by a two-thirds vote of members present at the annual meeting.

AMENDMENTS

1. TERM OF OFFICE: (January 10, 1985)

SECTION A to read "no more than three years"

SECTION C to read "Twelve directors to be elected for a three year term with six directors from North Dakota and six directors from Manitoba. Four directors (two from each area) to be elected annually after 1985."

2. TERM OF OFFICE: (January 31, 1986)

ADD SECTION D: "Vacancy of Director caused by death, resignation, or extra ordinary circumstances to be filled by appointment by the Executive Board

3. ORGANIZATION: (January 31, 1986)

To read "The Association is run by an elected board of 12 farmers representing all geographic areas of Manitoba and North Dakota , plus six appointed advisors from public service and industry. An executive committee comprised of the president, vice president, secretary-treasurer, and past president shall have decision making powers on matters relative to Association business and shall be responsible to the Board of Directors.

4. TERM OF OFFICE: (January 23, 1967)

ADD SECTION E: "If president is elected to presidency in his third year as director, the following year he will serve as past president. There will be 13 directors on such years."

5. TERM OF OFFICE: (January 21, .1988)

SECTION A to read "advisors term of office be set at two years and if imitually agreeable a further 2 (two) year term is possible."

6. REMUNERATION: (January 28, 1992)

SECTION A -the reference to lodging that allows $30.00 per night to read: "lodging allowance be increased to be the actual cost not to exceed $50.00 per night, based on US funds, or Canadian funds equivalent."

7. REMUNERATION: (January 26, 1993)

SECTION A -That portion providing gasoline for trips is to read , "travel on Association business at $ .15/mile, US funds. Remuneration for Canadian members be indexed to a parity figrre considering conversion to kilometers, price difference in cost of gasoline, and current monetary exchange rates.

ORGANIZATION. (January 26, 1993)

Articles of Incorporation were required to gain Non-Profit Corporation Status under North Dakota law. These were developed and are a part of the February 24, 1986 Certificate of Incorporation. To gain ~ federal tax exempt recognition, certain wording and provisions are required. These were reviewed, and the Re-Stated Articles of Incorporation adopted.