Official Call to Meeting Notice

Minnesota Soybean Growers Association will be holding our Annual Membership Meeting on Wednesday, January 27, 2016 at 10:30 am at the Verizon Wireless Center in Mankato.  As part of this meeting, there will be discussion regarding changes recommended by the Board of Directors to the MSGA Articles of Incorporation and the MSGA ByLaws.

At the November 18, 2015 MSGA Board Meeting, the Directors voted to approve the following changes, which are highlighted in red:

MSGA Articles of Incorporation:

Article III (Membership)

Any person who is a resident of Minnesota and or who is interested in furthering the purpose of this Corporation may become a member of this Corporation upon payment of a membership fee. The amount of the membership fee shall be specified in the Bylaws.

Article IV (Business)

Section 1.        Registered Office. The registered office of this Corporation is Pierce Plaza Office Building, 360 Pierce Avenue, Suite 110, North Mankato, Minnesota 56003 151 St Andrews Court, Suite 710, Mankato, Minnesota 56001

Article V (Voting Quorum Requirements)

Section 3: All members whether in person or via audio or video conference or other electronic means shall be counted as present and have full voting rights

Article VIII (Officers)

Within ninety (90) days In June after the annual meeting of members, the directors shall meet and elect by and from their number a president, a vice-president, a secretary and a treasurer who shall hold office until their successors are elected and qualified.

MSGA ByLaws:

Article I. (Membership Fees)

Section 1.  Membership Qualifications.  Any person in Minnesota who wants to become a member of this Corporation shall meet the qualifications as set forth in the Articles of Incorporation and Bylaws.

Section 2.  Membership Fees.  The amount of the membership fees for each fiscal year shall be determined by the directors, with explanations of why such fees are required and with indications of how the funds are to be applied, in carrying out the program of the Corporation.  The members of the Corporation shall be informed about the amount of the membership fees for each fiscal year at the annual meeting of the Minnesota Soybean Growers Association.  The membership fees shall be paid by each member during the period beginning September October 1 and ending August 31 September 30.

Article III (Directors)

Section 4.  Removal of Directors.  Any director of the Corporation may, for cause, be removed from office by a majority vote, at any annual or special members’ meeting called for the purpose, at which a quorum of the members shall be is present or at a Board of Directors meeting at which a quorum of directors is present.  Removal of any director without cause is prohibited by these Bylaws.  No director shall be removed unless in the notice for such meeting it has been stated that his removal is to be considered.  A director shall be informed of the charges preferred against him at least ten (10) days before the meeting.  At such meeting an opportunity shall be given such a director to be heard.  In case of such removal, the members of the removed director’s county shall fill the vacancy for the unexpired term of such a director, and such election shall be held at the same meeting in which the director was removed from office.

The full MSGA Articles of Incorporation and MSGA ByLaws with the proposed changes are below.

The MSGA Annual Meeting is held in conjunction with AgExpo. Register at www.mnagexpo.com by January 15, 2016.