By-Laws

Article I - Name

Section 1.1. The name of this Association shall be the Missouri Forest Products Association, Incorporated. It shall be a non-profit trade association, organized and incorporated under the laws of the State of Missouri.

Article II - Offices

Section 2.1. The principal office of the corporation shall be located in Jefferson City, Missouri. The corporation may have such other offices as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

Article III - Objectives

Section 3.1. The objective of the Missouri Forest Products Association is to provide closer working relationships among wood using and producing entities to enable unified action in improving the procurement, processing, research, and marketing of member entities, promote education of its membership and promote the conservation and wise use of natural resources.

Article IV - Membership

Section 4.1 Classes of Members: There shall be six classes of members, the rights, privileges, and obligations of each of which shall be set forth in these bylaws. The classes of members are Industry, Logger, Landowner, Affiliate, Associate and Non-Forest Industry Member.

Section 4.1.1 Industry Members: Any individual proprietorship, partnership, or company that engages in buying or processing wood, may become a voting member of the Association by making a formal application in writing to the Board of Directors for membership. Upon acceptance of said application by the Board of Directors and the payment of such dues as may be fixed by the Board of Directors, said application shall thereupon be entitled to all its privileges.

Section 4.1.2 Logger Members: Any individual proprietorship, partnership, or company that engages in cutting logs or the transportation of logs to the wood industry, may become a voting member of the Association by making a formal application in writing to the Board of Directors for membership. Upon acceptance of said application by the Board of Directors and the payment of such dues as may be fixed by the Board of Directors, said application shall thereupon be entitled to all its privileges.

Section 4.1.3 Landowner Members: Any individual, partnership, or company that owns forest land, may become a voting member of the Association by making a formal application in writing to the Board of Directors for membership. Upon acceptance of said application by the Board of Directors and the payment of such dues as may be fixed by the Board of Directors, said application shall thereupon be entitled to all its privileges.

Section 4.1.4 Affiliate Members: Any forester, educator, student, that engages in the forest products industry, may become a voting member of the Association by making a formal application in writing to the Board of Directors for membership. Upon acceptance of said application by the Board of Directors and the payment of such dues as may be fixed by the Board of Directors, said application shall thereupon be entitled to all its privileges.

Section 4.1.5 Associate Members: Any individual proprietorship, partnership, or company that engages in activities related to the business of the Association’s Industry, Logger, and Landowner Members by reason of manufacturing; distributing or providing material, equipment, services or supplies to, or for use by, the companies; or which share common interests with Industry, Logger, and Landowner Members and which does not qualify as an Industry, Logger or Landowner Member, may become a non-voting member of the Association by making a formal application in writing to the Board of Directors for membership. Upon acceptance of said application by the Board of Directors and the payment of such dues as may be fixed by the Board of Directors, said application shall thereupon be entitled to expressed privileges. Associate Members may not hold an office of the Association.

Section 4.1.6 Non-Forest Industry Members: Any partnership or corporation engaged in the activities relating to the processing of the heat treating of wood strictly for the sole purpose of their internal use may become a non-voting member of the Association by making a formal application in writing to the Board of Directors for membership. Upon acceptance of said application by the Board of Directors and the payment of such dues as may be fixed by the Board of Directors, said application shall thereupon be entitled to expressed privileges. Non-Forest Industry Members may not hold an office of the Association.

Section 4.2 Suspension and Expulsion for Non-Payment of Dues or Assessments: Any member failing to pay dues or assessments within a period of 60 days after such dues or assessments shall have become due or payable, may be suspended from all rights and privileges of membership, and if such arrearages are not paid within 60 days after such suspension, shall, unless an arrangement for the payment of such arrearages be approved be deprived of membership. The Board may refuse to recognize any further application from such members unless and until all such arrearages are paid in full.

Section 4.3 Suspension and Expulsion for Other Reasons: Any member may be suspended from all rights and privileges of membership for failing to abide by the terms of the Certificate of Incorporation or these Bylaws, at the discretion of the Board of Directors, after reasonable notice and opportunity to be heard. If such suspension shall continue for a period of 60 days and during that time the member shall not satisfy the Board of its willingness to abide by the said terms, the member shall be deprived of membership. A member which knowingly persists in business conduct at variance with the laws of the United States or the State of Missouri, so as to jeopardize the legality of the activities of the Association, shall be deemed to have failed to abide by its Certificate of Incorporation and Bylaws.

Section 4.3.1 Best Management Practices: All members of the Association shall implement the use of Best Management Practices as defined by the Missouri Department of Conservation in the 1997 Management Guidelines for Maintaining Forested Watersheds to Protect Streams.

Section 4.4 Resignation and Discontinuance of Business: A member may resign, but is subject to the obligations set forth in Section 4.5, only by giving written notice to and received by the Secretary.

Section 4.5 Dues Payment Upon Suspension, Termination, Resignation or Discontinuance: A member whose membership is Suspended, Terminated, Resigned or Discontinued shall remain liable for the payment of all dues and financial obligations to the Association which have accrued or will accrue through the end of the fiscal year in which such suspension, termination, resignation or discontinuance becomes effective. In cases where the Board of Directors deems application of the rule set forth in the preceding sentence would create an inequity, the Board may modify the rule.Directors and shall perform such other duties as may be assigned by the Board of Directors. The President shall see that all orders and resolutions of the Board of Directors are executed and shall serve as ex-officio member of all committees.

Article V - Finances

Section 5.1 Budget: The annual budget, setting forth an estimate of expenses and revenue for the succeeding year shall be approved by the Board of Directors.

Section 5.2 Dues: The Board of Directors shall set the dues and assessment rates for all classes of members. In cases of a new member, dues shall be paid for the portion of the year remaining after admission to membership.

Section 5.3 Special Projects: Groups may petition the Board of Directors to organize within the Association to conduct special projects or services of the Association. Each special project shall pay for its related expenses. If the funding for a special project remains dormant for 2 years the funds shall revert to the Association.

Section 5.4 Fiscal Year: The Association’s fiscal year shall be January 1 to December 31 of each year.

Article VI - Membership Meetings

Section 6.1 Annual Meeting: The Annual Meeting of the membership shall be held at such time and place as shall be determined by the Board of Directors.

Section 6.2 Special Meetings: Special meetings of the membership for any purpose or purposes may be called at any time by the President, Board of Directors, or shall be called by the President at the written request of forty (40) or more members of the Association.

Section 6.3 Notice of Meeting: Written notice of the time and place of the Annual Meeting of the Membership or a special meeting shall be sent by the Secretary-Treasurer or Executive Director to each member of the Association by mail, facsimile or other electronic transmission not less than twenty (20) days prior to the date of the meeting.

Section 6.4 Quorum: A majority of the voting members in good standing, present in person, by authorized representative, or by proxy, at any duly called meeting of the membership shall constitute a quorum.

Section 6.5 Voting: Each member of the Association in good standing shall be entitled to one vote.

Section 6.6 Parliamentary Rules: Robert’s Rules of Order, newly revised, shall be the governing parliamentary law of the Association in all cases not provided for in its Bylaws, or its own rules.

Section 6.7 Minutes: Written minutes will be kept of all meetings of the membership, the Board of Directors, and the Committees of the Association.

Article VII - Officers

Section 7.1 Offices: The officers of the Association shall be the President, Vice President, Secretary-Treasurer, Immediate Past President, and the Executive Director.

Section 7.2 Election and Term of Office: The President, Vice President, and Secretary-Treasurer shall be elected by the membership by majority of those votes cast at its annual meeting and serve a term of two years. The Immediate Past President shall achieve office by reason of completing a term as President and serving for a term of two years. The Executive Director shall be appointed by and serve at the pleasure of the Board of Directors.

Section 7.3 Duties of the President: The President shall preside at all meetings of the membership of the Association, at all meetings of the Board of

Section 7.4 Duties of the Vice President: The Vice President shall assume the duties of the President in the President’s absence.

Section 7.5 Duties of the Secretary-Treasurer: The Secretary-Treasurer shall be responsible for the proper keeping of the minutes of meetings, giving of due notice of meetings, shall have custody of the Association funds and securities and shall keep full and accurate accounts of receipts and disbursements. The Executive Director may be delegated these duties as assigned by the Board of Directors. In addition, the Secretary-Treasurer shall perform such other duties as may be required by these Bylaws or as may be assigned by the Board of Directors.

Section 7.6 Duties of the Immediate Past President: The Past President shall provide and advise to the continuity of the Association.

Section 7.7 Duties of the Executive Director: The Executive Director shall be the chief executive officer of the Association and, as such, shall have general supervision of its affairs and activities subject to the control and direction of the Board of Directors.

Article VIII - Board of Directors

Section 8.1 Board of Directors: The management of the affairs, funds and property of the Association shall be vested in its Board of Directors.

Section 8.2 Composition and Qualifications: The Board of Directors shall be comprised of the four elected Association’s officers; five directors one from each of the five geographical regions of the Association, of which are determined by the board of directors; five directors representing the five different industries or groups of industries, of which are determined by the board of directors; one director representing the logger membership category; one director representing the landowner or affiliate membership categories; and one director representing the associate membership category.

Section 8.3 Directors’ Term of Office: The Association Officers shall serve their term of office; the directors representing geographical regions shall serve three year staggered terms, the directors representing industry members shall serve two year staggered terms, the director representing loggers shall serve a two year term, the director representing landowners and affiliate members shall serve a two year term, the director representing associate members shall serve a two year term. Each officer and director shall serve until their successor is duly elected.

Section 8.4 Vacancy, Removal and Resignation: A director or officer may resign at any time by filing a written letter of resignation. An office or directorship is vacant when the officer or director is absent from half of the board meetings in a calendar year. Any director can be removed from the Board at any time by a vote of the Board of Directors. A term not completed due to resignation, removal or vacancy is filled by a majority vote of the Board of Directors.

Section 8.5 Nominating Committee: The President shall name a nominating committee to propose to the membership at the annual meeting a slate of officers and directors. The nominating committee shall consist of the Immediate Past President, who shall serve as the nominating committee chairperson, and two members not currently serving on the Board of Directors, one of whom is to be a Past-President.

Section 8.6 Executive Committee: The executive committee of the Board of Directors shall be the President, who serves as the chairman; Vice President; Secretary-Treasurer; Past President; and Executive Director. The Executive Committee of the Board of Directors will respond to urgent needs that arise between Board of Director’s meetings, assist in the development of agenda items for the Board of Director’s meetings, and recommend actions to the Board of Directors for approval.

Section 8.7 Quorum and Voting: A majority of the total number of voting Directors shall constitute a quorum for the transaction of business. An action of the Board of Directors shall require a simple majority, unless otherwise provided by the Certificate of Incorporation or by these Bylaws.

Section 8.8 Meetings: There shall be at least two regular meetings of the Board of Directors in a calendar year. Special meetings of the Board of Directors may be called by the President on 7 days’ notice to each Director, either personally, by mail or by fax, and special meetings shall be called by the President in like manner and on like notice on written request of any 6 directors.

Section 8.9 Compensation: The officers and directors, with the exception of the Executive Director, shall serve without compensation.

Section 8.10 Honorary Board Members: Honorary Directors may be appointed by a two-thirds vote of the Board of Directors. Honorary Directors are non-voting members of the Board of Directors.

Article IX - Committees

Section 9.1 Committees: The Board of Directors may establish committees and the President shall annually appoint chairmen and members of the committees. Such appointments shall be made for one year.

Article X - Other Provisions

Section 10.1 Confidential Data: Whenever it shall become necessary for the Association to obtain from members statistics or confidential information, such data shall be kept in the exclusive custody of the Executive Director or such staff as may be designated by the Executive Director. It shall be the duty of the Executive Director and designated staff not to disclose this information to anyone except in composite or coded form which will safeguard the identity of individual companies except as otherwise authorized in writing by an officer of the companies concerned or under the compulsion of legal process.

Section 10.2 Amendments: These Bylaws may be altered, amended or repealed by a two-thirds vote at any annual meeting at which a quorum shall be present, providing that the proposed changes shall have been specified in the notice of such meeting.