As Amended October, 2012. COLLEGIATE CHAPTER AT UNIVERSITY OF WISCONSIN MADISON OF WISCONSIN FARM BUREAU FEDERATION, INC. BYLAWS ARTICLE I General Section 1. Name. The name of the corporation shall be the Collegiate Chapter at University of Wisconsin Madison of Wisconsin Farm Bureau Federation, Inc. (the "Corporation"). Section 2. Authority. The Corporation was incorporated on October 10, 2010, as a nonstock corporation under the Wisconsin Nonstock Corporation Law, Wisconsin Statutes chapter 181 (the "Nonstock Corporation Law"). Section 3. Purposes. The purposes of the Corporation shall be as set forth in the Articles of Incorporation of the Corporation. In furtherance of those purposes, the Corporation shall strive to educate and develop leadership skills within the university community about production agriculture, food sciences and agribusiness and shall work cooperatively with the Wisconsin Farm Bureau Federation in order to promote the policies, goals and purposes of Farm Bureau. In no case shall the purposes of the corporation nor its activities encompass any purpose or activity not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(5) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Code or law. Section 4. Principal Office. The principal office and place of business of the Corporation shall be located within the City of Madison, State of Wisconsin, at such address as may be designated by the Board from time to time. The initial principal office shall be: Department of Applied Economics University of Wisconsin Madison 429 Taylor Hall 427 Lorch Street Madison, WI 53706 Attn: Professor Bruce Jones Section 5. Registered Agent. The corporate secretary of the Wisconsin Farm Bureau Federation shall serve as the Corporation's Registered Agent. Section 6. "Farm Bureau" Name and "FB" Marks. "Farm Bureau" is a registered trade name and "FB" is a registered mark owned and controlled by the American Farm Bureau Federation which has granted rights of usage to the Wisconsin Farm Bureau Federation in conformity with guidelines, rules and regulations established by the American Farm Bureau Federation. Corporation shall comply with and abide by the guidelines, rules, regulations and
restrictions governing use and prohibitions against use as established and imposed by the American Farm Bureau Federation and/or Wisconsin Farm Bureau Federation, including directives of cessation of use. Wisconsin Farm Bureau Federation grants Corporation a right to use the "Wisconsin Farm Bureau" name and "FB" mark to identify Corporation's affiliation with the Wisconsin Farm Bureau Federation, and for no other purpose. Corporation acknowledges and agrees that American Farm Bureau Federation and the Wisconsin Farm Bureau Federation reserves the right to revoke Corporation's right to continue the use of the "Farm Bureau" name and "FB" marks at any time and for any reason. Corporation further acknowledges and agrees that it holds and shall acquire no rights, title or interest in the "Farm Bureau" name and "FB" marks through usage or through any other means, and will immediately cease use of the "Farm Bureau" name and "FB" marks upon written notification from the American Farm Bureau Federation or the Wisconsin Farm Bureau Federation. Corporation shall not authorize, permit or license any use of the "Farm Bureau" name or "FB" mark at any time or in any form and will execute such agreements with the American Farm Bureau Federation or Wisconsin Farm Bureau Federation to confirm and effectuate these restrictions and prohibitions. ARTICLE II Membership Section 1. the following classes: Classes of Members. The membership of the Corporation shall consist of A. Student Members. Students enrolled (full or part time) at the University of Wisconsin Madison with an interest in production agriculture, food sciences and agri business shall be eligible for membership. Student Members shall be voting members. B. Emeritus Members. Faculty, staff, advisors and administrators affiliated with the University of Wisconsin Madison shall be eligible for membership as an Emeritus Member. Emeritus Members are non voting members. C. No Property Rights. No member acquires any property rights in the Corporation by virtue of a grant of membership. Section 2. Applications and Acceptance for Membership. Applications and acceptance for membership in the Corporation shall be accomplished in accordance with such procedures as may be prescribed by the Board from time to time. Section 3. Non Discrimination Policy. The Corporation shall not discriminate for membership, officer positions, or participation on the basis of his or her race, color, creed other than commitment to the beliefs of the organization, religion, national origin, disability, ancestry, age, sexual orientation, pregnancy, marital status or parental status, or, unless exempt under Title IX, sex. 2
It shall conduct its activities in compliance with rules adopted by the University of Wisconsin Madison regulating student organizations. Section 4. Voting Rights. Student Members shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of the general membership. Emeritus Members shall have no voting rights. Section 5. Dues. Student Members shall be required to pay annual membership dues of Twenty Dollars ($20.00). Emeritus Members shall not be required to pay membership dues. The amount of annual membership dues may be prospectively adjusted from time to time by the Board by a two thirds (2/3) vote. All membership dues shall be due and payable by October 15 of each fiscal year or thirty (30) days after notice of dues is mailed by the Corporation to all Student Members at such Student Member's current mailing address on file with the Corporation, whichever is earlier. Section 7. Termination of Membership. A member may voluntarily terminate his/her membership at any time by providing written notice of termination to the President or Secretary/Treasurer. Membership may be involuntarily terminated for non payment of dues, provided that the member first receives a written notice regarding unpaid dues and a period of thirty (30) days to remit delinquent dues. Any member may be involuntarily expelled by a two thirds (2/3) vote of the Board, acting in the best interest of the Corporation, at any properly called meeting of the Board. Any member who voluntarily terminates or is involuntarily expelled shall not be entitled to a refund of any dues paid to the Corporation. ARTICLE III Member Meetings Section 1. Annual Meetings. The first annual meeting of the members shall be held during the month of October, 2010. Thereafter, the annual meeting of the members shall be held during the month of April, or at such other date and time as may be determined by the Board, for the purpose of electing officers and directors, reporting to the membership the status of the Corporation and for such other business as may come before the meeting. Section 2. Special Meetings. Special meetings of the members may be called by or at the direction of the President, Faculty Advisor or by the Board. In addition, the President or Secretary of the Corporation shall call a special meeting of the members if at least thirty percent (30%) of the voting members sign, date, and deliver to the Corporation one or more written demands for the meeting identifying the specific purpose(s) for which it is to be held. Section 3. Place of Meetings. Meetings of the members shall be held on the campus of the University of Wisconsin Madison or at such place within the State of Wisconsin as may be designated by the Board. 3
Section 4. Notice of Meetings; Waiver of Notice. Written notice of any meeting of the members shall be given by or at the direction of the President, the Secretary, or the Board. Notice shall state the date, time, and place of the meeting and, in the case of a special meeting of the members, the purposes for which the meeting is called. Notice shall be mailed, delivered or electronically transmitted not less than seven (7) nor more than sixty (60) days before the meeting. Except as provided herein, notice need not include a description of matters to be voted upon at each meeting. Notice of any meeting of the members may be waived by any member at any time in writing and signed by the member entitled to such notice before or after the date and time specified in such notice. All such waivers shall be delivered to the Corporation for inclusion in the corporate records. A member's attendance at a meeting shall constitute a waiver of notice, unless the member attends the meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully convened. Section 5. Quorum. The lesser of twenty percent (20%) of the voting members, or ten (10) voting members, shall constitute a quorum for the transaction of business at any regular or special meeting of the members. If a quorum exists, action on a matter may be approved by a majority vote of the voting members present at the meeting, unless the matter is one for which a different vote is required by express provision of law, the Articles of Incorporation of the Corporation, or these Bylaws. Section 6. Proxy Voting. Voting by proxy shall not be allowed. Section 7. Action by Members without a Meeting. Any action which may be approved at a meeting of the members may be approved without a meeting if (a) the action is approved by at least fifty percent (50%) of the voting members as provided by Section 181.0704 of the Nonstock Corporation Law or (b) the action is approved by written ballot, as provided by Section 181.0708 of the Nonstock Corporation Law, when the number of votes cast by ballot equals or exceeds the quorum required to be present at such meeting and the number of approvals equals or exceeds the number of votes that would be required to approve that matter at such meeting. Any action taken pursuant to subsection (a), above, must be evidenced by one or more written consents describing the action taken, signed and dated by the required number of voting members, and delivered to the Corporation for inclusion in the corporate records. Section 8. Actions Requiring Member Approval. The following actions may not be taken by the Corporation unless approved by the members in accordance with these Bylaws: A. Election of the officers and Board of Directors of the Corporation, except in the case of a vacancy on the Board which is filled pursuant to Article IV, Section 8, below. B. Sale of more than seventy five percent (75%) of the assets of the Corporation. 4
C. Incurring debt not payable within one (1) year in an amount greater than fifty percent (50%) of the assets and receivables of the Corporation. D. Amendment of Bylaws. E. Dissolution of the Corporation. ARTICLE IV Board of Directors Section 1. General Powers. The business and affairs of the Corporation shall be managed by the Board of Directors of the Corporation (referred to herein as the "Board"). Section 2. Number of Directors. The Board shall consist of seven (7) directors comprised of six (6) Student Members and the Faculty Advisor. The Faculty Advisor shall serve ex officio, without the right to vote. Section 3. Qualifications. Individuals may not be nominated for or elected as directors unless they are Student Members or Emeritus Members. Section 4. Election of Directors. Six (6) directors shall be elected by the Student Members of the Corporation at the annual meetings to fill the following offices and to concurrently serve as directors: (i) President, (ii) Vice President, (iii) Secretary (vi) Treasurer, (iv) Director at Large #1, and (v) Director at Large #2. Any Voting Member may make nominations for candidates for the positions. Each Voting Member shall be entitled to one (1) vote for each director to be elected during such annual meeting. Section 5. Faculty Advisor. One Emeritus Member shall be selected to serve the Corporation and Board in the position of Faculty Advisor. The Faculty Advisor shall serve on the Board ex officio without the right to vote. The Faculty Advisor shall provide guidance, advice and direction as to the organization, operation and activities of the Corporation, its policies and practices, its interaction, cooperation and coordination with the Wisconsin Farm Bureau Federation and shall, together with the President, serve as a liaison to the Wisconsin Farm Bureau Federation. Professor Bruce Jones shall serve as the initial Faculty Advisor to the Corporation. The Faculty Advisor shall serve an indefinite term, without term limit, until the Faculty Advisor resigns or is replaced by the Board will approval of the Wisconsin Farm Bureau Federation following its consultation with the Board. Section 6. Term. Each director shall serve a term of one (1) year commencing with the adjournment of the annual meeting of the members at which he or she is elected and expiring upon his or her successor being elected and qualified. The officers/directors shall be elected in the following sequence: (i) President, (ii) Vice President, (iii) Secretary (iv) Treasurer, (v) Director at Large #1, and (vi) Director at Large #2. Directors may serve not more than four (4) consecutive terms except the Faculty Advisor may serve unlimited consecutive terms. 5
Section 7. Resignation. Any director may resign at any time by delivering written notice to the Board, the President, or the Secretary. Such resignation is effective upon delivery of such notice, unless the notice specifies a later effective date. If the notice specifies a later effective date, the Board may, in its sole discretion, make the effective date earlier. Section 8. Removal. Any director who ceases to be a Student Member or an Emeritus Member shall be immediately and automatically removed from office. In addition, any director may be removed from office prior to the expiration of his or her term, with or without cause, by a three fourths (3/4) vote of the Student Members at a special meeting, called expressly for that purpose, at which a quorum is present. Section 9. Vacancies. In the event of a vacancy on the Board, the position may be filled for the remainder of the unexpired term by a majority vote of the Board. Section 10. Compensation. The Board shall serve without compensation of any kind. Section 11. Director Conflict of Interest. No contract or other transaction between the Corporation and one or more of its directors, or any other entity in which one or more of the Corporation's directors are directors or officers or have a material financial interest shall be entered into by the Corporation unless: (a) the fact of such relationship or interest is disclosed or known to the Board; and (b) the Board authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the vote(s) or consent(s) of such interested director(s). Such interested director(s) may be counted in determining the presence of a quorum at a meeting of the Board that authorizes, approves, or ratifies a contract or transaction under this Section 11. ARTICLE V Board of Directors Meetings Section 1. Annual and Regular Meetings. An annual meeting of the Board shall be held without notice immediately after adjournment of, and at the same place as, the annual meeting of the members. Any other regular meetings of the Board shall be held without notice at such regularly recurring time and place as the Board may designate. Section 2. Special Meetings; Notice; Waiver of Notice. Special meetings of the Board may be called by the President, Secretary, Faculty Advisor or the Board. Written notice of any special meeting of the Board shall state the date, time, and place of the meeting and shall be mailed, delivered or electronically transmitted to each director at least three (3) days before the meeting. Except as otherwise provided in these Bylaws, notice need not state the purposes for which the meeting is called. Notice of any special meeting of the Board may be waived by any director at any time in writing and signed by the director entitled to such notice before or after the date and time specified in such notice. All such waivers shall be delivered to the Corporation for inclusion in the corporate records. A director's attendance at a meeting shall constitute a waiver of notice, 6
unless the director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully convened. Section 3. Quorum. A majority of the number of directors then constituting the Board shall constitute a quorum for the transaction of any business at any meeting of the Board. Except as otherwise provided by express provision of law, the Articles of Incorporation of the Corporation, or these Bylaws, the affirmative vote of a majority of directors present at any meeting at which a quorum is present when a vote is taken shall be the act of the Board. Section 4. Presumption of Assent. Any director who is present at a meeting of the Board at which action is taken shall be presumed to have assented to such action unless the director votes against the proposed action or resolution and the director's dissent is entered in the minutes of the meeting. Section 5. Participation/Meeting by Teleconference. Directors may participate in or may conduct any meeting of the Board through telephone conference or any other means of communication by which all directors participating can simultaneously hear or read each other's communications during the meeting. Participation by such means shall constitute presence in person at the meeting. Section 6. Action by Board without a Meeting. Any action which may be approved at a meeting of the Board may be approved without a meeting if one or more written consents setting forth the action is signed by all of the directors then in office. Any such action taken by written consent shall be effective when signed by the last director, unless the consent specifies a different effective date and time. ARTICLE VI Officers Section 1. General Powers. The officers shall generally perform the duties incident to their respective offices, the duties prescribed by these Bylaws, and such other duties as the Board may assign from time to time. Section 2. Number of Officers. The Corporation shall have four (4) officers: President, Vice President, Secretary and Treasurer. Section 3. Qualifications. The officers of the Corporation, to wit, the President, Vice President and Secretary/Treasurer, shall be Student Members. If any officer shall cease being a Student Member, his/her office shall be deemed vacant pursuant to Section 11 of this Article VI. Section 4. Election and Term. At the annual meeting of Members, the Student Members shall elect the officers of the Corporation. Officers shall serve a term of one (1) year commencing immediately after election. Each officer's term shall continue until his or her successor has been elected and qualified. The same individual shall simultaneously hold the 7
combined office of Secretary/Treasurer. two (2) consecutive terms. No officer shall hold the same office for longer than Section 5. President. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board, shall generally supervise and control the business and affairs of the Corporation. The President shall preside at all meetings of the Members and of the Board. The President may sign deeds, mortgages, bonds, contracts, or other instruments that the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated to some other officer or agent of the Corporation by express provision of law, the Articles of Incorporation of the Corporation, or these Bylaws. The President, together with the Faculty Advisor, shall serve as liaisons to the Wisconsin Farm Bureau Federation. Section 6. Vice President. The Vice President shall, in the absence of the President or in the event of the President's death, disability, or refusal to act, perform the duties of the President. Section 7. Secretary. The Secretary shall keep a true and correct record of the proceedings of the members and of the Board; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; keep a record of the names and addresses of all the members; and safely and systematically keep all books, papers, records, and documents belonging to the Corporation or pertaining to the business thereof. The Secretary shall countersign such papers and documents as shall be required to be so countersigned, provided that the Board may authorize any officer or agent of the Corporation to perform this duty, unless prohibited by law. Section 8. Treasurer. The Treasurer shall safely keep and account for all moneys and other property of the Corporation which shall come into his or her hands; keep and maintain an accurate account of all moneys received and disbursed by him or her; retain proper vouchers for all moneys received and disbursed; deposit all moneys in the name of the Corporation in such financial institutions as directed by the Board; and render such accounts, statements, and inventories as may be required by the Board. If required by the Board and paid for by the Corporation, the Treasurer shall give a bond for the faithful discharge of his or her duties in such amount and with such surety(ies) as the Board shall designate from time to time. Section 9. Resignation. Any officer may resign at any time by delivering written notice to the Board. Such resignation is effective upon delivery of such notice, unless the notice specifies a later effective date. If the notice specifies a later effective date, the Board may, in its sole discretion, make the effective date earlier. Section 10. Removal. Any officer may be removed from office by the Board at any time, with or without cause by a three fourths (3/4) vote. 8
Section 11. Vacancies. In the event of a vacancy in any office, the office shall be filled, for the remainder of the unexpired term, by the Board. Section 12. Compensation. The officers shall serve without compensation of any kind, except that the Board may authorize the reimbursement of expenses incurred by such officers in the performance of the functions and responsibilities authorized by the Board. ARTICLE VII Dissolution Section 1. Dissolution. The Corporation may be dissolved by: A. A three fourths (3/4) vote of Student Members; or B. A resolution duly adopted by the Board of Directors of the Wisconsin Farm Bureau Federation. Section 2. Distributions. In the event of the liquidation or dissolution of the Corporation, the net assets after settling the Corporation's valid debts, shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, to the Wisconsin Farm Bureau Foundation. ARTICLE VIII Contracts; Loans; Checks and Drafts; Deposits Section 1. Contracts. The Board may authorize any officer, officers, agent, or agents, by resolution duly approved and adopted by the Board, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Corporation. Such authorization may be general or confined to specific instances. Section 2. Loans. No loans shall be contracted on behalf of the Corporation, and no indebtedness shall be issued in the name of the Corporation unless authorized by a resolution duly approved and adopted by the Board. Such authorization may be general or confined to specific instances. No loans may be made, directly or indirectly, to any director, officer, or member of the Corporation. Section 3. Checks and Drafts. Except as otherwise provided in these Bylaws or by resolution of the Board, all checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by two (2) authorized officers. Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select. 9
ARTICLE IX Miscellaneous Section 1. Corporate Seal. The Corporation shall have no seal. Section 2. Fiscal Year. The fiscal year of the Corporation shall begin on September 1 st and end on August 31 st of each calendar year. Section 3. Conduct of Meetings. All meetings shall be conducted according to and governed by Robert's Rules of Order, as amended, so far as applicable, except as otherwise provided in these Bylaws. Section 4. Books and Records. The Corporation shall keep, or cause to be kept, correct and complete books and records of account, minutes of the proceedings of the members, of the Board, and of the committees, and such other records as may be necessary or advisable. Section 5. Net Proceeds. All of the net proceeds of the Corporation shall be credited to its unallocated surplus or reserves. No part of the net proceeds of the Corporation shall inure to the benefit of any member, director, officer, or any other individual. Section 6. Notice. Any notice required to be given under these Bylaws shall be in writing and may be given personally, by mail, by facsimile, or by electronic mail. Notice shall be deemed delivered if personally given or if sent to the contact information appearing on the records of the Corporation, upon the earliest of the following: A. When received. B. If sent via United States mail, first class postage paid, and correctly addressed, five (5) days after its deposit in the United States mail. C. If sent via registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee, on the date shown on the return receipt. Section 7. Severability. All provisions of these Bylaws are severable. If any provision or portion herein is found to be unenforceable, all other provisions or portion thereof shall remain in full force and effect. Section 8. Committees. The President, with the advice and approval of the Board, shall appoint all standing or special committees except that no committee shall have authority to take final action on any matter except when so authorized and instructed by the Board. 10
Section 9. activities: Prohibited Activities. Corporation shall not engage in any of the following A. Endorse a product or service or offer the same as a membership incentive without first obtaining the prior written consent of Wisconsin Farm Bureau Federation. B. Endorse, make expenditures on behalf of or advocate the election or defeat of candidates seeking election. C. Engage in any activity prohibited of non profit organizations exempt from federal tax under the provisions of Section 501(c), et seq. I.R.C. D. Engage in any activities prohibited in the Articles of Incorporation. E. Engage in any conduct prohibited by the rules, regulations and policies of the University of Wisconsin Madison regulating student organizations. Section 10. Permitted Distributions. The Corporation may make a distribution or other payment to another corporation if: A. The distribution is made in accordance with the stated purpose(s) of the Corporation; B. After the distribution, the Corporation is able to pay its debts as they become due in the usual course of its activities; C. After the distribution, the Corporation's total assets would equal at least the sum of its total liabilities; and D. The corporation to which the distribution is being made may not distribute any part of its income to members, directors or officers and is exempt from taxation under Section 501 of the Internal Revenue Code. ARTICLE X Amendment to Bylaws Section 1. By the Members. These Bylaws may be altered, amended, or repealed, and new bylaws may be adopted with the prior written authorization and consent of the Wisconsin Farm Bureau Federation, by the affirmative vote of the Voting Members at any annual or special meeting of the members, provided that notice of such meeting is duly given in accordance with these Bylaws. 11
CERTIFICATION I hereby certify that these Bylaws were amended by resolution of the Voting Members of the Corporation on the 16th day of October, 2012, and that the foregoing is a true and correct copy thereof. UNIVERSITY OF WISCONSIN MADISON COLLEGIATE CHAPTER OF WISCONSIN FARM BUREAU FEDERATION, INC. By: Lauren Holterman, President Date By: Hannah Gerbitz, Secretary Date These Bylaws Drafted by: H. Dale Peterson Stroud, Willink & Howard, LLC 25 West Main Street, Suite 300 P. O. Box 2236 Madison, WI 53701 2236 (608) 257 2281 12