BY LAWS OF THE INTERNATIONAL FRUIT TREE ASSOCIATION

ARTICLE I. – Name Section 1. Name The name of this association is: International Fruit Tree Association

ARTICLE II. – Location Section 1. Registered Office The location and post office address of the first registered office of this association is: IFTA, 6601 W. Deschutes Avenue, Suite C2, Kennewick, WA 99336

ARTICLE III. – Purposes

Section 1. Corporate Classification This association is incorporated under the laws of the State of Washington as a non-stock, non-profit corporation.

Section 2. The Purposes of the Association Are: To promote an understanding of the nature and use of Intensive Orchard Systems through dissemination of information, and to expand the knowledge in this industry by encouraging continued research efforts. To perform all activities and functions as may be necessary or convenient for the conduct and operation of the business and affairs of the association, or as may be incidental thereto. In general, to have and exercise all rights, powers and privileges conferred upon ordinary non-profit corporations by the laws of the State of Washington and all powers and rights incidental or conductive to carrying out the purposes for which this association is formed and to do any such thing anywhere, and the enumeration of the foregoing powers shall not be held to limit or restrict in any manner the general powers which by law may be possessed by this association, all of which are hereby expressly claimed.

ARTICLE IV. – Membership

Section 1. Membership Qualifications Any person or organization interested in the use of intensive orchard systems

Section 2. Membership Fees (a) Membership Fees. As a condition for holding membership in this association, each member shall pay an annual membership fee. The annual fees for membership shall be of such amounts as the Board of Directors deems necessary to meet the costs and expenses of the association provided, however, such fees shall not be called or made payable more often than one in each fiscal year of the association. (b) Membership Fees Not Refundable. Membership fees paid by members of this association shall not be refundable except as a distribution in liquidation of the association.

Section 3. Transfers of Membership Membership in this association shall not be transferable.

Section 4. Cancellation of Membership (a) Conduct Deemed Prejudicial to the Association. The right of any member to hold membership in this association may be cancelled for acts or conduct deemed prejudicial to the interests of the association by the vote of a majority of the members of the Board of Directors at a meeting of the Board of Directors held for the purpose of considering such action, provided; the member against whom such action is proposed to be taken shall have been notified of such proposed meeting of the Board of Directors by notice, addressed to the last known post office address of such member as shown on the books of the association, and placed in the United States mails at least ten (10) days before the date of such meeting. (b) Withdrawal from Membership. Any member may withdraw from membership in this association at any time by giving written notice of such intention addressed to the Board of Directors and upon fulfillment and satisfaction of all obligations of such member to the association existing at the same time notice of intent to withdraw from membership is presented to the Board of Directors.

Section 5. Membership Non-assessable Membership in this association when fully paid shall be non-assessable.

Section 6. Payment of Interest on Membership Fees The payment of interest of dividends upon membership fees paid to this association is prohibited.

ARTICLE V. – Meetings of members

Section 1. Fiscal year The fiscal year of this association shall begin on the first day of December each year and shall end on the last day of the following November.

Section 2. Annual Meetings The annual meeting of the members of this association shall be held during the annual conference, the specific date to be decided by the Board of Directors.

Section 3. Special Meetings Special meetings of the members of this association may be called at any time by the Chair, and the Chair shall call such meeting within 20 days after request for such meeting has been received from the Board of Directors or from one tenth of the members. The date, time and place of meeting shall be designated by the Chair.

Section 4. Notice of Meetings The Board of Directors shall ensure that written or printed notice of the annual and special meetings of the members is emailed to each member at their last know email address as it appears on the books of the association. Each notice shall state the date, time, place and purpose of the meeting and shall be emailed not less than ten (10) days previous to the date of meeting. No business shall be transacted at special meetings of the members other than that stated in the notice of meeting.

Section 5. Record Date for Determination of Members Members who were members in good standing during the previous fiscal year shall be entitled to notice of and to vote at annual meetings of the association. For meetings other than annual meetings, those members who in good standing 20 days preceding the date of the meeting shall be entitled to notice of and to vote at such meetings.

Section 6. Quorum Fifteen (15) members or five percent (5%) of the members, whichever number is larger, when present in person shall constitute a quorum for the transaction of business at meetings of the members.

Section 7. Voting The manner of voting at membership meetings shall be determined by a majority vote of the members present on person provided, however, if any member shall demand a record vote, then a roll call vote of the members present or voting shall be taken and recorded.

No member shall be permitted more than one (1) vote on each ballot cast. Members shall not have the right to vote by proxy. A vote by mail on the proposal listed on a ballot shall constitute a vote on the specified issued. The ballot shall be received by the secretary prior to the time of the meeting.

ARTICLE VI. Directors

Section 1. Number and Qualifications The business and affairs of this association shall be governed by a board of not more than 12 directors. (Amended February, 2020) Any director who shall cease to be qualified to hold membership in this association shall thereby become disqualified to hold office as a director and his office shall be declared vacated.

Section 2. Election of Directors Members who have been financial members of the Association for two (2) years prior to the year of nomination may be nominated for the position of Director of the Association. Nominations are to be received by the Nomination Committee by November 30th of each year. The Nomination Committee will vet all nominated candidates to ensure that the board has representation by region, industry, skill set and gender using the methods determined by the Board of Directors and the Nomination Committee.

(a) Eligibility. Member must have paid full association membership fee for 2 years prior to nomination

(b) Timing of Nominations. Nominations must be received by Nominating Committee by November 30 of each year.

(c) Election Method. The Nominating Committee will present the nominees for election at the annual business meeting by method of majority vote of members present.

Section 3. Terms of Office

The directors shall be classified in respect to the time for which they shall severally hold office, by dividing them into three classes, each class consisting of one third as near as may be determined of the whole number of directors. The initial term of office shall be 3 years and a director may be elected to serve up to two consecutive terms in office (six consecutive years).

At each annual meeting of the members, one class of directors shall be elected to hold office for a term of three (3) years and to succeed the class of directors whose term of office expires at that meeting. Each qualified director shall serve for the term for which they shall have been duly elected, and until their successor shall have been duly chosen and qualified.

A director may exceed the limit of two consecutive three year terms by a maximum of two years if they are serving as Chair in these two years.

Section 4. Vacancies Vacancies on the Board of Directors shall be filled by appointment by the remaining members of the Board of Directors and the person so appointed shall be a director until a successor is elected by the members at any special membership meeting called for that purpose. The power herein conferred upon the Board of Directors to fill vacancies shall not apply to any vacancies caused by the removal of directors from the Board of Directors as hereinafter provided.

Section 5. Removal of Directors At any meeting of the members duly called for the purpose of removing any director, such director, by a majority vote of all of the members present entitled to vote, may be removed from office for cause and another be elected in the place of the person. The director against whom such action is proposed to be taken shall be informed in writing of the charges against them at least five (5) days before the date of such meeting, and at such meeting opportunity shall be given them to present witnesses and be heard in person or by counsel to answer thereto and disprove such charges.

Section 6. Meeting of the Board (a) Organization Meeting. At the first meeting of the board of directors held after each annual meeting of the members, the Board of Directors shall proceed to the election of the officers of the association. (b) Other Meetings. Other meetings of the Board of Directors shall be held whenever called by direction of the Chair or a majority of the directors. Notice of other meetings shall be given to all directors at least two (2) days before the date of each meeting; but such notice may be waived by any director, or if all of the directors shall, in writing, waive notice and fix a time and place of meeting, then no period of time need elapse between the date of call and date of meeting. Unless otherwise specified in the notice thereof, any and all business may be transacted at any meeting at which all of the directors may be present, either in person or via telephone, even though convened without two (2) days previous notice.

Section 7. Quorum A majority of the directors, when present, either in person or via electronic means, at any duly called and convened meeting of the Board of Directors, shall constitute a quorum for transaction of business; provided, that if the directors shall severally and collectively consent in writing to any action to be taken by the association, such action shall be as valid corporate action as though it had been authorized at a meeting of the directors.

ARTICLE VII. – Duties of Directors

Section 1. Management of the Business The Board of Directors shall have general supervision and control of the business and the affairs of the association and shall establish all policies and shall make all rules and regulations not inconsistent with law or these by-laws for the management of the business and guidance of the members, officers, employees and agents of the association. The Board of Directors shall have power to acquire such properties as they shall deem necessary for the proper conduct of the business of the association upon such terms and conditions as they shall deem necessary for the best interests of the members. The board of directors shall ensure, through the employees of the association, that the minutes of all meetings of the members, the minutes of all meetings of the Board of Directors, and the minutes of the meetings of committees, be kept in books especially provided for that purpose; that they shall attend to the giving and serving of all notices of the association; that they shall attend to the filing and rendering of all reports required by law and these by-laws and such other reports as necessary; that they shall have general charge of the membership records and ledger, and such other books , all of which shall be kept at the offices of the association and shall be open at all reasonable times to examination by any director upon application to the office of the association during business hours. The Board of Directors shall also, through the employees of the association, have custody of all funds and securities of the association which may come into the associations’ hands. The Board of Directors shall designate a person or agency to sign all receipts and vouchers for payments made to the association and to sign all checks made by the association and shall pay out and dispose of the same, jointly with such other officers as may be required by the Board of Directors. The designated person or agency shall make reports of the financial condition and cash accounts of the association to the Board of Directors upon reasonable demand and shall make a report on the financial condition of the association to the members at each annual meeting; and they shall make all financial reports required by law and these by-laws, subject to the control of the Board of Directors.

Section 2. Employment or Appointment of Executive Director and Other Staff The Board of Directors shall have power to enter into such contracts and agreements for the management and supervision of the business, including the appointment of any staff and management services, and other employees as they deem necessary, and to fix the compensation for such employees and services.

Section 3. Depositories The Board of Directors shall elect one (1) or more banks to act as depositories for the funds of the association and shall determine the manner of receiving, depositing and disbursing the funds of the association and the form of checks and the person or persons to whom shall delegated authority for issuing and signing checks.

Section 4. Bonds The Board of Directors at their discretion, shall require the management and any officer, agent, or employee who shall have responsibility for custody of any of its funds of property to severally give adequate bonds for the faithful performance of their duties in such sums as the Board of Directors may require, the cost thereof and the premiums thereon to be paid by the association.

Section 5. Insurance The Board of Directors shall provide for adequate insurance of all property, regardless of ownership, which may be in possession of the association, or owned by or stores by it, and shall provide for adequate public liability insurance for its contacts with the general public. The board shall also ensure that adequate insurance is maintained to protect directors in the performance of their duties, so long as their activities are not in contravention of any state or federal laws.

Section 6. Accounting Services The Board of Directors shall contract accounting services to properly record and classify the operations of the business and its major departments and to provide for the keeping of proper records of all business transactions.

Section 7. Audits The Board of Directors shall appoint a competent and disinterested auditor who shall make a full and thorough audit of the books and accounts of the association as soon as practicable after the close of every third fiscal year and at such other times as they shall deem it desirable. In addition to this, a compilation shall be rendered in writing and shall be submitted to the members at each annual membership meeting. This report shall include at least: (a) A balance sheet showing the assets, liabilities, and the net worth of the association at the close of the fiscal year; and (b) An operating statement for the fiscal period under review showing the gross receipts from all sources, and classified statement of expenses incurred during the period.

Section 8. Records of Meetings The Board of Directors shall cause to be kept a complete and detailed report of all meetings, proceedings and actions of the Board of Directors and of any committee appointed by it. A report thereon shall be submitted to the members at the annual membership meeting.

ARTICLE VIII. Officers

Section 1. Executive Officers The executive officers of this association shall be a Chair and a Vice Chair. Upon the completion of the term(s) of office and by vote of the board, the Vice Chair will become Chair. The board will then elect a new Vice Chair from the directors of the association. Chair The executive officers shall be elected bi-annually at the annual meeting of the Board of Directors and the association members to hold office for a term or two (2) years until their successors are elected and qualified. Vacancies occurring in any executive office shall be filled by election of a successor at the next meeting of the Board of Directors to hold office for the unexpired term.

Section 2. Other Officers The Board of Directors will appoint other officers as they shall deem necessary, who shall have such authority and shall perform such duties as may from time to time be prescribed by the Board of Directors. All officers and agents of the association shall be subject to removal at any time by the affirmative vote of the Board of Directors.

Section 3. Duties of the Chair The Chair shall (1) preside over all meetings of the association and of the Board of Directors, (2) call special meetings of the members and of the Board of Directors, (3) perform all acts and duties usually performed by an executive and presiding officer, and (4) sign all such papers of the association as they may be authorized or directed to sign by the Board of Directors: provided, however, that the Board of Directors may authorize any person to sign any or all checks, contracts, and other instruments in writing on behalf of the association. The Chair shall perform such other duties as may be prescribed by these by-laws, by the Board of Directors or as described in the IFTA Procedures and Job Descriptions documents.

Section 4. Duties of the Vice-Chair The vice-Chair, in the absence or disability of the Chair, shall perform the duties of the Chair; provided: in case the absence or disability of the Chair shall result in a permanent vacancy in the office of Chair, the Board of Directors shall elect a successor. They shall have such other powers and shall perform such other duties as may be assigned to them by the Board of Directors.

Section 5. Surrender of Records Each officer, agent and employee of this association shall upon termination of their term of office or employment, or upon the election or the employment and qualification of a successor, turn over to the association all papers, records, money and property of the association which shall be in their possession or their control.

ARTICLE IX. Committees

Section 1. Appointment of Committees The Board of Directors may by resolution adopted by a majority of the whole board, except as otherwise provided in these by-laws, designated two (2) or more members of the association to constitute any committee who for the term stipulated in the resolution shall have such authority and powers of the Board of Directors as shall be provided in said resolution.

Section 2. Committee Meetings Committee shall fix their own roles of procedure and shall meet where and as provided by such rules and as provided by the Board of Directors.

Section 3. Quorum A majority of the members of any committee when present in person at any duly called and convened meeting of the committee shall constitute a quorum for the transaction of business. An affirmative vote of a majority of all of the members of the committee present at a meeting shall be necessary in every case for the adoption of any resolution.

Section 4. Committee Reports Each committee shall report the proceedings and actions taken at its meetings at the next meeting of the Board of Directors. Such actions shall be subject to revision or alteration by the Board of Directors, provided, that no rights or acts or third parties shall be affected by any such revision or alteration.

ARTICLE X. Corporate Seal

The Corporate Seal of this association shall be a disc on the face and around the edge of which shall be inscribed the words "International Fruit Tree Association” and across the center of which shall be inscribed the words "Corporate Seal (CORPORATE SEAL)”. The corporate seal is to be affixed to documents only following a resolution of the association.

ARTICLE XI. Amendments

Section 1. Amendment or Repeal of By-Laws These by-laws may be amended or repealed at the Annual Business Meeting, provided the proposed amendments have been submitted to the membership within 30 days of the meeting at which the vote is to be taken One tenth (1/10) of the members or the Board of Directors may propose any desired amendments to the Articles of Incorporation or to the By-Laws of the association. Amendments proposed by members of the association shall be set forth in full in an application addressed to the Board of Directors and signed by the petitioning members. The person or persons securing such signatures shall make affidavit that such signatures are genuine and are bona fide signatures of the persons whose names appear on said petition. Said petition shall be filed with the secretary of the association not less than thirty (30) days before the date of call of the annual meeting. Notice of such proposed amendments shall be given by the secretary in the notice of meeting and shall be voted upon at the next meeting of the members.

These by-laws were prepared January –February 1959 and approved and adopted by the Board of the Dwarf Fruit Tree Association during their meeting March 3, 1959. These bylaws were updated and approved by the general membership at the 2007 Business Meeting during the Short Tour on 10 June 2007. These by-laws were updated and approved by the general membership at the 2020 Business Meeting during the Annual Conference on February 12, 2020.