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Revised: November 14, 2001

ARTICLE I
NAME

SECTION I. Name. The name of this non-profit Association shall be North American Blueberry Council, Inc.

ARTICLE II
DEFINITIONS

SECTION I. Associations. Associations as used in these by-laws may mean Co-operatives, Associations, Corporations, Partnerships or individuals as defined by the Board of Directors from time to time.

SECTION II. Voting. Each NABC member will receive one vote.

SECTION III. Majority Vote. Majority vote shall mean one vote more than 50% of the total votes represented by members present at any one meeting.

SECTION IV. Votes. Each NABC member will receive one vote.

ARTICLE III
PURPOSES AND OBJECTIVES

SECTION I. Objectives. The objective of this Council will be to serve as a voice of the highbush blueberry industry, provide members with a forum to air their views and concerns, and allow for greater communication between industry members. The NABC will also advise in the establishment of standards of quality for blueberries as well encourage safety in production, food and plant practices.

SECTION II. Purposes.
a. Serve as an industry information source and coordinate an exchange of information on:
1. Plant disease
2. Insect problems
3. Variety breeding and testing
4. Growing and cultural methods
5. Uniform crop reporting
6. Uniform crop survey

b. Advising in the establishment of uniform standards and measures of quality.
1. Grades on fresh and processed blueberries
2. Export and import standards

ARTICLE IV
MEMBERSHIP

SECTION 1. Membership. During the time that the USA Blueberry Council (USABC) is in place, all U.S. and Canadian highbush blueberry growers will be eligible for full membership in the NABC regardless of their level of production. Membership of the Council shall consist of Co-operatives, Corporations, Commissions created by State or Provincial law, prospective blueberry growers, and other organizations or individuals involved in blueberry production who apply for membership and pay the annual assessment. If a State or Provincial Commission represents production, the member represented by said Commission may retain their original membership.

SECTION II. Associate Members. Associate members may be selected from time to time according to qualifications set from time to time by said Board of Directors, but they shall have no voting rights.
Foreign Members. Subject to the approval of the Board, foreign highbush blueberry producers from outside the United States and Canada will be given the opportunity to be full NABC members for the time that the USABC program is in effect.

SECTION III. Applications. All applications for membership shall be presented to the membership committee. The membership committee shall review the qualifications for membership of each applicant and will refer each application to the Board of Directors together with their review of said qualifications. A majority vote of the Board as determined herein shall be necessary to elect a new member.

SECTION IV. Expulsion. Members may be expelled by the Board of Directors for cause, including 60 days delinquency in payment of dues and assessments. For any cause other than non-payment of dues, expulsion shall take place as follows:
(1) Said Board shall appoint a grievance committee which shall review said complaints and give said member an opportunity to present a defense;
(2) The report of the grievance committee shall be forwarded to the Board together with the recommendations of the committee. An opportunity shall be given to the member to present a defense to the Board, if he so requests;
(3) A three-fourths (3/4) vote of the Board as determined herein shall be necessary for expulsion.

SECTION V. Resignation. Any member herein may resign by giving notice within 30 days prior to the close of the fiscal year.

SECTION VI. Liability for Assessments. All members shall be liable for the current year’s assessments levied up to the date of resignation or expulsion as a member. The annual assessment of members whose production is represented by a State or Provincial Commission shall be determined by the Board of Directors. If the State or Provincial Commission pays the annual assessment, the assessment represented by the State or Provincial Commission shall be a separate assessment to be determined annually by the Board of Directors.

SECTION VII. Dues
Dues for NABC administration and functions will be levied by the Board of Directors annually.

SECTION VIII. Method of Determination
Each NABC grower member will pay dues based upon their level of production at a rate to be determined by the Board of Directors. Production levels will be defined as follows:

Level #1: 100,000 pounds or less per year
Level #2: 100,001 to 250,000 pounds per year
Level #3: 250,001 to 500,000 pounds per year
Level #4: 500,001 pounds or more per year

In addition, cooperatives, commissions , prospective growers and associate members will also be required to pay dues at a rate to be determined by the Board of Directors.

ARTICLE V
GOVERNMENT

SECTION I. Government. During the time that the USABC program is in effect, the government and management of the funds, properties and affairs of the NABC shall be vested in an elected Board of Directors consisting of the following NABC officers: President, First Vice President, Second Vice President, Immediate Past President, Secretary and Treasurer.

SECTION II. Advisory Boards. It is contemplated that Associations in various regions may form advisory Boards to make recommendations and suggestions to the Council, and to handle local problems and to help the Council in the gathering and dissemination of ideas and procedures.

SECTION III. Committees. The Board of Directors may select committees for such duties and with such powers as they may determine from time to time.

 

ARTICLE VI
ANNUAL MEETING

SECTION I. Meetings
An NABC Annual Meeting will be held each year. Whenever possible the NABC Annual Meeting will be held at the same location and at the same time as the USABC meeting, unless otherwise determined by the Board of Directors.

Written notice of the Annual Meeting will be provided to NABC members not less than ten (10) nor more than sixty (60) days prior to the meeting. Notice may be either personally delivered or sent by U.S. mail.

The place and time for any additional NABC meetings shall be determined by the Board of Directors from time to time on an as needed basis. Whenever possible, these NABC meetings will also be held in conjunction with USABC meetings. Attendance by members or Board of Directors at a meeting may be by telephone or other electronic equipment if it is possible and necessary for participation by these means. The NABC fiscal year will be from January 1st to December 31st.

ARTICLE VII
BOARD OF DIRECTORS

SECTION I. Number. The Board of Directors will consist of five elected members: President, First Vice President, Second Vice President, Secretary and Treasurer, as well as the immediate Past President. North American Blueberry Council members who pay assessments from more than one state or province may certify more than one official delegate. Voting will be restricted as defined in the By-Laws.

SECTION II. Methods of Selection. The NABC will seek nominees for five Board of Director positions (with the exception of the immediate past president). Members will have the opportunity to vote for each position.

SECTION III. Replacement or Vacancies. Replacements to the Board will be determined by the existing Board and will serve until the next Annual Meeting.

SECTION IV. Quorum. At any meeting of the NABC Board of Directors, a majority of the Board of Directors will constitute a quorum.

SECTION V. Meetings. Meetings of the Board of Directors may be called from time to time by the President or by a majority vote of the Board of Directors. Meetings of the Board may be called upon 10 days written notice. Notice of meetings shall contain a statement of the purpose of such meeting, and the business shall be confined to such items, except that upon approval of a majority of the Board of Directors, other business may be transacted. Meetings, with the exception of those held as an executive session, will be open to all NABC members.

SECTION VI. Loss of Directorship. In the event a member of the Board of Directors ceases to be an NABC member, he or she will automatically cease serving as a Director without notice or resignation.

SECTION VII. Place of Meetings. The place of meetings shall be determined from time to time by the Board and in the absence of such designation by the President.

SECTION VIII. Directors - Consultants. Any Director may bring up to three consultants with him at any Board meeting. Such consultants shall not have the power to vote or to discuss except with approval of the Board and may be excluded upon vote of the Board.

SECTION IX. Powers. All powers of operation are vested in the Board of Directors and said Board may designate from time to time committees with such power as are defined by the Board. The Board has the authority to employ an Executive Director to carry out the duties of the Council.

ARTICLE VIII
OFFICERS

SECTION I. Election. Refer to Article VII Section II (Methods of Selection).
Elections will take place every two years.

SECTION II. Officers. The officers shall be the President, First Vice President, Second Vice President, Immediate Past President, Secretary and Treasurer.

SECTION III. Duties. The duties of the President, the Vice Presidents, Past President, Secretary and Treasurer shall be such as their title would indicate or as may be specified by the Board or assigned to them from time to time or as may be required by law.
In the case of the inability of the President to preside at a meeting of the Board of Directors, the First Vice President, followed by the Second Vice President, shall serve as the presiding officer.

SECTION IV. Salaries and Fees. The Board shall determine from time to time salaries and reimbursement of expenses.

ARTICLE IX
CHARTER MEMBERS

 

SECTION I. Charter Members. The Charter members are as follows:

American Foods, Inc.
Atlantic Blueberry Company
Atlantic County Blueberry Growers Association
Atlantic County Market Growers Association
British Columbia Blueberry Cooperative Association
Carolina Blueberry Cooperative Association, Inc.
Hammonton Blueberry Exchange
Hammonton Cooperative Fruit Auction Association, Inc.
Michigan Blueberry Growers Association
Pacific Northwest Blueberry Growers Association, Inc.
Pakco Companies, Inc.
Tru Blue Cooperative Association
Oregon Blueberry Growers Association

 

ARTICLE X
AMENDMENTS

 

These By-Laws may be amended in the following manner:
(a) By 2/3 votes of the members present of the Board of Directors at any meeting providing notice has been given 10 days in advance of the proposed By-Law change.
(b) First Amendment to By-Laws
Article X – Indemnification

Section 1. Indemnification of Directors and Officers: Claims by Third Parties.
The Corporation shall, to the fullest extent authorized by the Michigan Non-Profit Corporation Act (the “Act”), indemnify a director or officer, (the “Indemnitee”) who was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, other than an action by or in the right of the Corporation, by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic Corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses, including attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit, or proceeding, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation or its shareholders, and with respect to a criminal action or proceeding, if the Indemnitee had no reasonable cause to believe his or her conduct was unlawful. The termination of an action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea nolo contendere or its equivalent, does not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation or its members, and with respect to a criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 2. Indemnification of Directors and Officers: Claims Brought by or in the Right of the Corporation. The Corporation shall, to the fullest extent authorized by the Act, indemnify a director or officer (the “Indemnitee”) who was or is a party to or is threatened to be made a party to a threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses (including actual and reasonable attorneys’ fees), and amounts paid in settlement incurred by the person in connection with the action or suit, if the Indemnitee acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the Corporation or its members. However, indemnification shall not be made for a claim, issue, or matter in which the Indemnitee has been found liable to the Corporation unless and only to the extent that the court in which the action or suit was brought has determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnification for the expenses which the court considered proper.

Section 3. Advancement of Expenses. Expenses incurred in defending a civil or criminal action, or suit shall be paid by the Corporation, promptly after request by the Indemnitee in advance of the final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of, the Indemnitee to repay the expenses if it is ultimately determined that the Indemnitee is not entitled to be indemnified by the Corporation. The undertaking shall be by unlimited general obligation of the Indemnitee on whose behalf advances are made, shall not be required to be secured, and shall be accepted without reference to financial ability to pay. In the event the Corporation fails to advance such expense as required hereunder within thirty (30) days of the request therefor, the Indemnitee shall be entitled also to collect interest thereon at the rate of seven (7%) per annum from the date of the request.

Section 4. Approval of Indemnification. An indemnification under Sections 1 or 2 hereof, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances. This determination shall be made in one of the following ways, as designated by the Indemnitee in his or her sole discretion:

(a) By a majority vote of a quorum of the Board consisting of directors who were not parties to the action, suit or proceeding;
(b) If the quorum described in subparagraph (a) above is not obtainable, then by a majority vote of a committee of directors who are not parties to the action; provided, the committee shall consist of not less than two (2) disinterested directors;
(c) By independent legal counsel in a written opinion; or
(d) By the members.

Upon written request by the Indemnitee for indemnification (which request shall designate a method of determination described above), the Corporation shall, at its expense, take all actions necessary to make the determination (utilizing the method of determination designated by the Indemnitee) as expeditiously as possible but within not later than one hundred eighty (180) days (or at the next members’ meeting if that method is designated) after such request. The Indemnitee shall have the right to petition a court of appropriate jurisdiction: (i) to make the determination if the Corporation fails to do so within the time allotted; or (ii) to review the determination if the determination denies indemnification in whole, or in part

Article XI.
Contracting of Administrative Services

The NABC is given the authority to offer the service of its administrative staff to conduct administrative and market development actions on behalf of the USA Blueberry Council.

 

NORTH AMERICAN BLUEBERRY COUNCIL

 

PRESIDENTS
1965-2005

Stanley C. “Jack” Johnston, Michigan
Mike Scepansky, New Jersey
Richard Drew, Washington
William Corbett, North Carolina
Oscar Austring, British Columbia
S. Arthur “Duke” Galletta, New Jersey
Vern Brower, Michigan
Harold Sessions, North Carolina
John Bragg, Nova Scotia
Bob Moore, Washington
Tom Del Rossi, New Jersey
Ron Bodtke, Michigan
Nancy Wilkinson, Maine
Daryl Van Cleave, Oregon
Art Galletta, New Jersey
Verne Rambo, Michigan
Dorothy Anderson, Washington
Seaborn Bell, Georgia
Denny Doyle, New Jersey
Mark Hurst, Oregon
Joe DeGrandchamp, Michigan
Donnie Morris, Georgia
Mike Makara, British Columbia

MARK VILLATA
Executive Director

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Mary Nezbeth
Compliance Coordinator

Kassie Bohlen

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Mailing Address:
PO Box 1036
Folsom, California 95630
Phone: (916) 983-2279
Fax: (916) 983-9370

North American Blueberry Council.    Copyright 2004.