SOUTH CAROLINA HEMP FARMERS ASSOCIATION, INC.

A SOUTH CAROLINA NON-PROFIT CORPORATION

ARTICLE I

NAME AND LOCATION OF PRINCIPAL OFFICE

Section 1.1: Name.

The name of the corporation shall be the “South Carolina Hemp Farmers Association, Inc.” (hereinafter the “Corporation”).

Section 1.2: Principal Office.

The Corporation’s principal office shall be located at 472 PEACHLAND DR GILBERT, SC 29054, USA (Office). The Corporation may have such other offices as the Board of Directors or management may authorize.  Records required to be maintained in conformity with S.C. Code Ann. § 33-31-1601 will be stored at the Office, or at such other locations as the Board of Directors or management may authorize.

 

ARTICLE II

PURPOSE AND NON-PROFIT OPERATION

Section 2.1: Purposes.

The purpose of the association are: To enhance and expand the use, marketing, exporting, and efficient production of hemp, and to take such reasonable acts that will benefit the commodity hemp, as well as those who grow, transport, handle, utilize, process, sell, export, or otherwise come in contact with it, including the promotion of market development, research, public relations, and educational activities as shall be determined by the Board of Directors of the Association. This Association will support and promote hemp. To that end, it will focus its efforts on creating and maintaining a relationship with any appropriate agency, corporation, educational institute, agribusiness firm, group, or other person or entity for the betterment of the hemp industry.

Section 2.2: Non-Profit Operation.

It is intended that the Corporation shall have the status of a non-profit, federally tax-exempt entity pursuant to Section 501(a) of the Internal Revenue Code and as an organization described in Section 501(c) of the Internal Revenue Code.

These Bylaws shall be construed accordingly, and all powers and activities of the Corporation shall be limited accordingly.  Any reference in these Bylaws to the Internal Revenue Code shall be considered references to the current Internal Revenue Code and to the corresponding provisions of any subsequent law of like tenor and effect.

The Corporation is not formed for pecuniary profit.  No part of the income or assets of the Corporation is distributable to or for the benefit of the Directors, or Officers, except to the extent permissible under law.  No Director or Officer shall have any vested right, interest, or privilege in or to the assets, income, or property of the Corporation.

In compliance with the above, the Corporation shall be authorized and empowered to reimburse Directors and Officers for reasonable expenses incurred in furtherance of the purposes set forth above.

The Corporation, shall not participate in, or intervene in, any political campaign on behalf of any candidate for public office.

Section 2.3: Dissolution or Liquidation.

The authority to dissolve the Corporation rests with the Board of Directors.  In the event of a dissolution, all of the Corporation’s assets, after all expenses, liabilities and debts have been paid, and after the return to any person of any property held by the Corporation which requires the same to be returned, transferred, or conveyed in the event of dissolution, shall be distributed or conveyed to the another non-profit, selected by the Board of Directors, which is exempt from taxation under Section 501(c)(3) of the Internal Revenue Code.

Section 2.4: Powers.

The Corporation shall have all powers necessary or desirable to further the above stated purposes so long as consistent with South Carolina law and unless specifically restricted herein or in the Articles of Incorporation.

ARTICLE III

MEMBERSHIP

Section 3.1: Membership.

In conformity with S.C. Code Ann. § 33-31-610, the Corporation will have members. All members will have the same rights and obligations with respect to voting, dissolution, redemption, and transfer. All members have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles or bylaws. Pursuant to S.C. Code Ann. § 33-31-611(a) a member may voluntarily transfer his or her interest to another individual that is qualified to be a member at any time for no consideration. In order to effectuate a transfer pursuant to this section a member must evidence the conveyance via a writing, a copy of which shall be provided to the Board within 30 days. The initial members of the Corporation are: Janel Ralph and Lucas Snyder.

Sub-section 1. Manufacturer Members. Any person that owns, manages, or has a financial interest in hemp production and is actively involved in hemp production may apply for Manufacturer Membership in the Association.

Sub-Section 2. All Other Members. Business organizations, corporations, partnerships, and other agencies and persons interested in the welfare of the hemp industry shall be extended the opportunity of holding Supporting Memberships in the Association. Such Supporting Memberships will carry all membership privileges in the Association except that they will not be eligible to vote on expenditures of funds collected via the South Carolina Hemp Farmers Association.

Section 3. Cancellation or Refusal of Membership. Any hemp grower or manufacturer requesting a full refund of the South Carolina Hemp Growers Assessment collected by the Association forfeits Producer Membership in the Association. The Board of Directors may, at any time by majority vote, cancel the membership of any Supporting Member, or refuse Supporting Membership to any person, when the welfare of the Association, in its judgment and absolute discretion, justifies such action.

Section 3.2: Supporters.

The Corporation may have supporters who may attend and participate in Board meetings at the discretion of the Board.  Such supporters shall be admitted under such terms and conditions including, without limit, annual dues as established by the Board of Directors, in its discretion.

ARTICLE IV

BOARD OF DIRECTORS

Section 4.1: Powers.

In conformity with S.C. Code Ann. § 33-31-801, the business and affairs of the Corporation shall be managed and controlled by a Board of Directors. The Board of Directors shall determine the policy of the Corporation, appoint the principal officers, prescribe their duties and responsibilities, and may exercise, in addition to the powers and authorities expressly conferred by the Articles of Incorporation and by these Bylaws, all such other powers and perform all such acts which the Corporation may legally perform, but subject, nevertheless, to the provisions of law, the Articles of Incorporation, and these Bylaws.

Section 4.2: Number and Qualification.

The Corporation shall be governed by a Board of directors (“Directors”) not fewer than three persons nor more than nine persons who shall be appointed by the three initial Directors considered to be the founding Corporation Directors, namely, Janel Ralph, Kelley Gilkerson and Lucas Snyder (the “Founding Directors”). The number of directors may be fixed or changed periodically, within the minimum and the maximum, by the board of directors. The number of directors may also be increased more than nine persons by a 2/3 vote by the board of directors.

In conformity with S.C. Code Ann. § 33-31-802, all Directors shall be natural persons who have attained the age of eighteen (18) years.  No person shall be refused membership on the Board of Directors on the basis of race, religion, gender, or national origin.

Section 4.3: Tenure and Appointment.

The initial Directors will be appointed by the Organizer/Founders. Subsequent Directors will be selected by the board of directors and voting members and will be voted in by popular vote. The term of each director elected in the first initial calendar year will be five years. The term of each director elected after the first initial calendar year will be for three years. Directors may be reelected for any number of consecutive terms. Despite the expiration of a director’s term, the director will continue to serve until the director’s successor is elected and qualifies, or until there is a decrease in the number of directors.

Each Director shall hold office until the expiration of the term for which he or she is appointed, and until his or her successor shall have been appointed and qualified, or until his or her earlier resignation, removal from office, death, or incapacity.

Section 4.4: Ex-Officio Directors.

The Founding Directors, by majority vote, shall have the authority to appoint additional ex-officio members to the Board of Directors from time to time. Ex-officio directors shall have no voting privileges.

Section 4.5: Regular Meetings.

The Board of Directors shall meet not less frequently than quarterly in January, April, July, and October at a location agreeable to a majority of Directors. In conformity with S.C. Code Ann. § 33-31-820(c), the Board of Directors may conduct regular meetings by means of conference telephone or other means of communication by which all persons participating in the meeting can hear one another at the same time. Participation in the meeting by such means shall constitute presence in person at such meeting.

In conformity with S.C. Code Ann. § 33-31-822(a), no notice shall be required to conduct regular meetings.

Section 4.6: Place of Meetings.

The Chairman may designate any place within or without South Carolina, as the place of assembly for any meeting of the Board. If no designation is made, the place of meeting shall be the principal office of the Corporation.

Section 4.7: Special Meetings.

In conformity with S.C. Code Ann. § 33-31-820, in conjunction with S.C. Code Ann. § 33-31-822(b), Special Meetings of the Board of Directors, for any purpose or purposes described in the meeting notice, may be called by the Chairman of the Board or jointly by any three Directors, upon notice sent by mail, postage pre-paid, to the last known post office address or by any other usual means of communication not less than two business days before the meeting.

Notice of a meeting of Directors need not be given to any Director who signs a waiver of notice either before or after the meeting. Attendance of a Director at any meeting shall, of itself, constitute a waiver of notice of such meeting, except where a Director attends a meeting solely for the purpose of stating an objection, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened.

In conformity with S.C. Code Ann. § 33-31-820(c), the Board of Directors may conduct a special meeting by means of conference telephone or other means of communication by which all persons participating in the meeting can hear one another at the same time. Participation in the meeting by such means shall constitute presence in person at such meeting.

Section 4.8: Action without Meeting.

In conformity with S.C. Code Ann. § 33-31-821, any action taken without a meeting by a majority of Directors or by such larger vote as may be required by law, shall be deemed an action of the Board of Directors if all Directors entitled to vote on that matter execute either before or after the action is taken, a written consent thereto, and the consent is filed with the records of the Corporation. Any such written consent may be executed in multiple counterparts.

A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

Section 4.9: One-Third Quorum and Voting.

In conformity with S.C. Code Ann. § 33-31-824, one-third of the Directors then in office shall constitute a quorum for the transaction of business. Once a Director is represented for any purpose at a meeting, he or she is deemed present for quorum purposes.  Each Director shall have one vote.  If a quorum exists, action on a matter by the Directors is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless South Carolina law requires a greater number of affirmative votes.

Section 4.10: Vacancy.

In conformity with S.C. Code Ann. § 33-31-811, any vacancy, however occurring, in the Board of Directors may be filled by majority vote of the Founding Directors. Each Director thus chosen shall hold office until the expiration of the term for which he or she is appointed, and until his or her successor shall have been appointed and qualified, or until his or her earlier resignation, removal from office, death, or incapacity.

Section 4.11: Removal.

In conformity with S.C. Code Ann. § 33-31-809, the designation of a specified term of office grants the Director(s) no contract rights, and a majority vote of the Founding Directors may remove the Director(s) at any time, for cause or without cause, prior to the termination of such term.

Section 4.12: Executive and Other Committees.

In conformity with S.C. Code Ann. § 33-31-825, the Board of Directors, by a resolution adopted by a majority of the Board, may designate from among the directorship an executive committee and other committees, each consisting of two or more directors, and may delegate to such committee or committees all of the authority of the Board of Directors, except that no such committee or committees shall have and exercise the authority of the Board of Directors to:

  1. amend the Articles of Incorporation;
  2. recommend to the Directors a voluntary dissolution of the Corporation or revocation of such dissolution;
  3. adopt or revise any Bylaw(s) of the Corporation; or
  4. adopt, amend, or repeal any resolution of the Board of Directors.

The designation of any such committee and the delegation to it of authority shall not relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. So far as applicable the provisions of these Bylaws relating to the conduct of the meetings of or action without a meeting of the Board of Directors shall govern the meetings and action without a meeting of the executive or other committees. At any meeting of the executive or other committees, a majority of the total number of Directors then in office shall constitute a quorum for the transaction of business. In the absence or disqualification of a member of the executive or other committees, the members of the committee present at the meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of such absent or disqualified member.

Section 4.13: Indemnification.

In conformity with S.C. Code Ann. § 33-31-851, the Corporation shall indemnify each Director, including former Directors, to the extent permitted by South Carolina law. To better fulfill this obligation, the Corporation shall acquire and maintain directors’ and officers’ liability insurance coverage. Nothing in these Bylaws is intended to diminish, in any manner, the protection afforded under South Carolina law pursuant to precedent or S.C. Code Ann. §§ 33-31-834; 33-56-180; or any succeeding statute of like tenor and effect.

ARTICLE V

OFFICERS

Section 5.1: Officers.

The officers of the Corporation shall consist of a: Chairman; President, Vice-President; a Secretary, and a Treasurer. Such other officers and assistant officers as may be deemed necessary or desirable may be appointed by the Board of Directors. If authorized by a majority of the Board of Directors, an officer may appoint one or more assistant-officers.

In conformity with S.C. Code Ann. § 33-31-840(c), the same individual may simultaneously hold more than one office in the Corporation.

Section 5.2: Appointment of Officers.

The officers of the Corporation shall be appointed annually by the Board of Directors at the annual meeting of the Board of Directors or at such time or times as the Board of Directors shall determine.

Section 5.3: Removal.

In conformity with S.C. Code Ann. § 33-31-843, the designation of a specified term of office grants the officer(s) no contract rights, and the Board of Directors may remove the officer(s) at any time, for cause or without cause, prior to the termination of such term by the affirmative vote of the Board.

Section 5.4: Vacancy.

The vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

Section 5.5: Chairman of the Board.

The Chairman of the Board, if and when appointed, shall be chosen by and from among the Directors, shall preside at all meetings of the Board of Directors if present, and shall, in general, perform all duties incident to the office of Chairman of the Board and such other duties as, from time to time, may be assigned to him by the Board of Directors.

Additionally, the Chairman of the Board of Directors shall, in general, perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Board of Directors from time to time. The Chairman shall have the authority to appoint, from time to time, such committees as he or she may deem necessary.

Section 5.6: President (also referred to as the Executive Director).

Except as otherwise determined by the Board of Directors, the President/ Executive Director shall serve under the direction of the Chairman. Except as otherwise provided herein, the President/Executive Director shall perform such duties and may exercise such powers as are incident to the office of President and as are from time to time assigned to him or her by these Bylaws, the Board of Directors, an authorized committee thereof, or the Chairman.

    Section 5.7: Vice-President.

Except as otherwise determined by the Board of Directors, the Vice President shall serve under the direction of the Chairman. Except as otherwise provided herein, the Vice President shall perform such duties and may exercise such powers as are incident to the office of Vice President and as are from time to time assigned to him or her by these Bylaws, the Board of Directors, an authorized committee thereof, or the Chairman. Designation of a “Senior” or “Executive” vice president, if any, by the Board of Directors, shall be an indication of relative authority.

Section 5.8: Secretary.

The Secretary shall attend all meetings of the Board of Directors and act as Secretary thereof and record all votes and the minutes of all proceedings in a book to be kept for that purpose. It shall be the duty of the Secretary to give each director of the Corporation notice of meetings of the Board of Directors as required by these Bylaws. In addition, the Secretary shall perform such duties as may be delegated by the Board of Directors or the Chairman.

Section 5.9: Treasurer.

The Treasurer shall have custody of all money and securities of the Corporation.  The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Corporation in appropriate books belonging to the Corporation and shall deposit all money and valuable effects in the name of and to the credit of the Corporation in such depositories as shall be designated by the Board of Directors.

The Treasurer shall disburse the funds of the Corporation as may be authorized by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chairman and directors, whenever they may require it, an account of all transactions as Treasurer and of the financial condition of the Corporation.

In addition, the Treasurer shall perform such duties as may be delegated by the Board of Directors or the Chairman.

Section 5.10: Indemnification.

The Corporation shall indemnify each Officer, including former Officers, to the extent permitted by South Carolina law. To better fulfill this obligation, the Corporation shall acquire and maintain directors’ and officers’ liability insurance coverage.  Nothing in these Bylaws is intended to diminish, in any manner, the protection afforded under South Carolina law pursuant to precedent or S.C. Code Ann. §§ 33-31-834; 33-56-180; or any succeeding statutes of like tenor and effect.

ARTICLE VI

FINANCES

Section 6.1: Contracts.

The Board of Directors may authorize any officer(s) or agent(s) to enter into any contract or execute and deliver any instruments in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 6.2: Loans.

No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.

Section 6.3: Checks and Drafts.

All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 6.4: Deposits.

All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 6.5: Contributions.

The Board of Directors may accept on behalf of the Corporation any contributions, gifts, bequests, or devises for the general purposes or for any special purpose of the Corporation.

Section 6.6: Audits.

Upon the request of majority of the Board of Directors, the accounts of the Corporation shall be audited by a reputable Certified Public Accountant whose report shall be submitted to each member of the Board.

Section 6.7: Internal Accounting Policies.

The Corporation shall, in coordination with the external auditors, implement a system of internal controls in conformity with Generally Accepted Accounting Principles.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1: Fiscal Year.

The fiscal year of the Corporation shall be the calendar year unless otherwise determined by the Board of Directors.

Section 7.2: Corporate Seal.

The corporate seal shall have inscribed thereon the name “South Carolina Hemp Farmer’s Association”, a Non-Profit Corporation” and the words “Corporate Seal” and “South Carolina.” The seal may be used causing it or a facsimile thereof to be impressed or affixed or reproduced otherwise. In the event it is inconvenient to use such a seal at any time, the signature of the Secretary of the Corporation followed by the word “Seal” enclosed in parentheses shall be deemed the seal of the Corporation.

Section 7.3: Conduct of Meetings.

All meetings conducted pursuant to any portion or pursuant to any provision of these Bylaws shall be conducted in accordance with the most recent edition of Robert’s Rules of Order.

Section 7.4: Operating Protocols and Policies.

The Corporation adopts a “Conflict of Interest Policy” and “Whistleblower Policy”, which may be attached to these Bylaws.

 

ARTICLE VIII

AMENDMENTS

Section 8.1: Amendments of Bylaws.

In conformity with S.C. Code Ann. § 33-31-1021, these bylaws may be amended or repealed by majority vote of the Board of Directors at any regular or special meeting, provided that no such action shall be taken if it would adversely affect the Corporation’s tax-exempt status under Section 501(c) of the Internal Revenue Code.

8.2 Whenever an amendment or a new bylaw is adopted, it will be copied in the minute book with the original bylaws in the appropriate place. If any bylaw is repealed, the fact of repeal and the date on which the repeal occurred will be stated in that book and place.

8.3 The only aspect of these bylaws that cannot be changed or adjusted is what is laid out as the purpose of the organization referenced in Section 2.1. The purpose laid out under this section is not to be amended in any way.

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