CONSTITUTION AND BY-LAWS OF THE NEW MEXICO APPLE COUNCIL

CONSTITUTION AND BY-LAWS OF

THE NEW MEXICO APPLE COUNCIL

ARTICLE I - NAME

Section 1. This corporation shall be known as the New Mexico Apple Council and is incorporated under the statues of the New Mexico Corporation Commission. The principal office of the corporation shall be located at the office of the Council Secretary.

ARTICLE II - PURPOSE

Section 1. The purposes of the Council are: to associate its members together for their mutual benefit as growers of apples and/or other fruit; to assist it's member in promoting the demand for and sale of apples and/or other fruit and apple and/or other fruit products through advertising and promotional work with processors, handlers, consumers: and others; to provide its members with marketing and price information; to represent its members' point of view to state and federal agencies, to buyers and to the public; to cooperate with similar associations or agencies in performing any of the purposes for which the Council is formed; and, to perform any and all things not inconsistent with law that affect the mutual interests of apple and/or other fruit growers.

ARTICLE III - MEMBERSHIP

Section 1. The membership shall include two classes, namely:

A. Full Voting Membership. Any person, partnership, association, or corporation engaged in growing apples and/or other fruit in New Mexico may become a member by paying the required membership fee of ($100.00) per year and further agreeing to comply with the provisions of the articles of corporation to the New Mexico Apple Council. A discount of $50.00 will be given to any grower who pays his/her membership fee by the start of the February Annual Meeting.

B. Associate Membership. Persons interested in agriculture may make application for associate membership in the Council, and if accepted, will upon execution of its membership agreement and by paying the required membership fee of ($100.00) per year, will be entitled to all rights of membership except that of voting and holding office. A discount of $50.00 will be given to any Associate Member who pays their membership fee by the start of the February Annual Meeting.

Section 2. The Board of Directors shall have the power to exclude from further membership and may cancel the membership of any member who fails to comply with the reasonable and lawful 'requirements of the by-laws, rules, and regulations of the Council. The membership of any member in this Council shall expire and shall be canceled upon failing to pay the annual membership dues or upon becoming ineligible to membership by reason of ceasing to be a grower of apples and/or other fruit.

A. Annual membership fees are due on January 1 and will be considered delinquent if not paid before the beginning of the February Annual Meeting. Nonpayment of Annual Membership dues determines non-membership,

Section 3. Marketing apples and/or other fruit. Members of the New Mexico Apple Council, in order to participate in the marketing programs established by the New Mexico Apple Council in conjunction with all other entities, organizations, associations, and state and federal agencies shall by complying and meeting the following standards:

A. Make application to participate in Marketing programs

B. Attend one mandatory GAP (Good Agricultural Practices) by the required

cutoff date to be established each year by the Board of Directors.

C. Be a member in Good Standing by the Annual February Meeting

D. Attend seventy five (75%) of all meetings

E. Attend annual grading workshop by the required cutoff date to be established

each year by the Board of Directors.

F. Be responsible for any rejected fruit from his/her orchard or from any orchard over which the grower has direct control and personal responsibility for.

G. Be a member listed on the New Mexico Apple Council insurance list for product

liability insurance and any other insurance requirement required by vendors

or buyers.

H. Pay the marketing fees to the New Mexico Apple Council for apples sold and

paid for as established by the Board of Directors.

ARTICLE IV - OFFICERS AND BOARD OF DIRECTORS

Section 1. The officers of the Council shall be a President, a Vice President, a Secretary, and a Treasurer, who shall serve without salary, except such compensation as is deemed advisable to the discretion of the Board of Directors. The offices of the Secretary and Treasurer may be combined and one individual elected thereto.

Section 2. The Board of Directors of the Council shall be composed of the officers of the Council, the immediate past president, and seven elected members. Board members other than the officers of the Council will be elected at large by the membership.

ARTICLE V - ELECTION OF OFFICERS AND BOARD MEMBERS

Section l. The President and Vice President shall be elected for a two (2) year term at alternate annual meetings of the Council. The President shall be elected on odd numbered years and the Vice President shall be elected on even numbered years.

Section 2. Directors-at-Large shall be elected for three (3) year terms of office with the exception of the original board. At the first annual membership meeting the members present shall decide which duly elected directors shall serve for three years, two years, and one year respectively, so that an approximately equal number will serve for each period of time. Thereafter, directors will be elected for three year terms.

Section 3. The Secretary and the Treasurer shall each be appointed annually by the Board of Directors and shall serve until the appointment and acceptance of their respective qualified successors; provided, the Secretary or Treasurer of the Council may be removed at any time by a two-third (2/3) vote of the duly elected Board of Directors. The Board of Directors shall have power to and may designate the Secretary as General Secretary, with powers and obligations usual and incident to such office.

Section 4. The President, Vice President and Directors shall be elected by ballot by a majority of the members present at the annual meeting. Term of office shall begin immediately following adjournment of the annual meeting at which elected, and until due election and acceptance of their qualified successors.

Section 5. The members of the Board of Directors must be members of the Council in good standing, and whose principal occupation, and interest is apple and/or other fruit growing. No Directors may be a regularly paid or salaried employee of the Council, or paid or salaried employee or agent in regular and continuing employment, of an associated or subsidiary company.

ARTICLE VI - DUTIES AND FUNCTION OF THE

BOARD OF DIRECTORS

Section 1. The Board of Directors shall meet for the transaction of business as soon as practicable after the annual meeting of the Council and as often thereafter as may be necessary to conduct the business of the Council. Special meetings of the Board of Directors shall be held at such times and on such notice as the Board may from time to time determine.

Section 2. A majority of the duly elected Board of Directors shall constitute a quorum, and a majority of the members in attendance at any meeting, shall, in the presence of a quorum, decide its action. A minority of the Board present at any meeting may, in the absence of a quorum, adjourn to a later date, but may not transact any business, provided, however, that the Board of Directors may designate an Executive Committee, the number of members to be determined by the Board, to act for it in any designated capacity, in which ease the rule of quorum stated above shall apply to each Executive Committee.

Section 3. In case of any vacancy in the Board of Directors or officers through death, resignation, disqualification, or otherwise, the Board of Directors may elect a successor to fill such vacancy until the next succeeding annual meeting of the Council.

A. Absences. Three consecutive unexcused absences will be considered grounds for disqualification of any board member, as determined by the balance of the Board.

Section 4. No director or officer shall receive, directly or indirectly, any salary or compensation for services rendered either as such director or officer or in any capacity unless authorized by the concurring vote of two-thirds of all the directors. In this manner the Board shall have the power to fix salaries and compensations for services rendered by the directors, officers, or committeemen. Reimbursement for money actually spent as employee or agent of the Council may be made by the Treasurer upon receipt of a signed itemized expense account. When personal automobile is used there may be an allowance for mileage at a rate to be determined by the Board of Directors.

Section 5. The President, with the advice and approval of the Board of Directors, shall appoint all standing and special committees and he shall be member ex-officio of all such committees. Members of special and standing committees shall be members in good standing of this Council. No standing or special committee shall have authority to take final action on any matter without approval and due concurrence of the Board of Directors. All committees shall make a written report to the Board of Directors concerning their activity, and this report shall be available to any member upon request to the Board of Directors.

Section 6. The Board of Directors shall have authority to and may establish and maintain by suitable arrangement and agreement duly entered into, cooperative relations with any department, bureau, board, division, or agency of the United States Government, or of the State Government, or agency of a political subdivision thereof, with other agricultural organization, and with others.

Section 7. The Board of Directors shall direct the business and affairs of the Council and make the necessary rules and regulations, not inconsistent with the law or with these by-laws, for the management of the business and the guidance of the officers, employees, .and agents of the Council.

Section 8. The membership of any member of this Council may be cancelled by the Board of Directors upon the vote of two thirds (2/3) of the board of directors present at a meeting in which a quorum has been reached as designated under Article VI - Section 2 for the act of personally harassing or interfering with any entity or organization referred to in Article VI - Section 6 of the by-laws, for the purpose of personal gain and in a manner that might discredit or cause disruption or embarrassment to any member of such entities or organizations or be harmful to the best interests of the New Mexico Apple Council and its membership as a whole.

ARTICLE VII - DUTIES OF THE OFFICERS

Section 1. The President shall:

a. Preside over all meetings of the Council, of the Board of Directors, and of the Executive Committee.

b. Sign as President, with the Treasurer, all notes deeds, and other instruments on behalf of the Council.

c. Call special meetings of the Council, Board of Directors and the Executive Committee.

d. Appoint, with the advice and consent of the Directors, members of committees authorized by the Board of Directors.

e. Perform all acts and duties required of an executive and presiding officer.

Section 2. The Vice President shall, in absence, disability or if the President refuses to serve, perform all duties of the President's office.

Section 3. The Secretary Shall:

a. Keep a complete record of all the meetings of the Council and of the Board of Directors and the Executive Committee.

b. Serve all notices required by law and by these by-laws.

c. Keep complete lists of members and their addresses.

d. Notify the officers and all members of committees of their appointments.

e. Perform such other duties as may be required of him by the Board of Directors.

Section 4. The Treasurer shall:

a. Sign as Treasurer all checks, and with the President, sign all notes and other obligations of the Council.

b. Receive and disburse all funds, and be the custodian of all the securities of the Council. The Treasurer shall be bonded; the amount of bond will be determined by the Board of Directors.

c. Keep a full and accurate account of all the financial transaction of the Council in books belonging to it, and deliver such books to the successor in office when qualified.

d. Make a full report of all matters and business pertaining to this office to the members at the annual meeting, and to the directors whenever required, and make all reports required by law.

e. Deposit all monies of the Council in the name of and to the credit of the Council in such depositories as may be designated from time to time by the Board of Directors.

f. Perform such other duties as may be required of him by the Board of Directors.

ARTICLE VIII - FISCAL YEAR, MEETINGS

Section 1. The fiscal year of the Council shall commence on January 1 and shall end the 31st. day of the following December.

Section 2. The annual meeting of the Council shall be held at such time and place as shall be designated by the Board of Directors.

Revised, and Amended on February 15, 2007