The Shawnee Freshwater Prawn Growers Association was formed in 2000 and consists of over 40 growers from Southern Illinois and Eastern

Bylaws

***Amended Bylaws***
February 9, 2008

ARTICLE I. NAME

The name of this association shall be the Shawnee Freshwater Prawn Grower Association.

ARTICLE II. MEMBERSHIP

Any person, Trust, Firm, Partnership, Corporation, Limited Liability Company, or Association, including both landlord and tenant in share tenancies, who is interested in the production of freshwater prawns, and who agrees to be a patron of the association, and meets such other conditions as may be prescribed by the board of directors, may become a member of the association.

ARTICLE III. REGIONAL SUB-CHAPTERS

The board may from time to time approve regional sub-chapter prawn grower associations to be established under the umbrella of the Shawnee Freshwater Prawn Growers Association. Regional sub-chapter organization members shall pay annual dues to the Shawnee Freshwater Prawn Growers Association and be entitled to a vote at the annual meeting as a full member of the Association.

Regional sub-chapters will receive $15 from each of their member’s annual membership fees paid to the Shawnee Freshwater Prawn Growers Association. This money shall be used to cover administrative costs of the regional sub-chapter. Each sub-chapter shall have a tax identification number on file with the Shawnee Freshwater Prawn Growers Association for handling financial transactions.

ARTICLE IV. MEETINGS OF MEMBERS

Section 1. Annual Meeting. There shall be at least one meeting of the members of this Association annually which all members and members of regional sub-chapters can attend. Nominations and elections of officers will be held at this meeting. Notices of all meetings shall be delivered by preferred method of members. Notices of special meetings must include a statement of the object thereof.

Section 2. Special Meetings. Special meetings of the members of the association may be called at any time by order of the board of directors and shall be called upon written request of at least fifty percent (50%) of the membership.

Section 3. Notice of Meetings. Written notice of every regular and special meeting of members shall be prepared and mailed to the last known post office address of each member not less than five (5) days before such meeting. Such notice shall state the nature of the business expected to be conducted and the time and place of the meeting. No business shall be transacted at any special meeting other than that referred to in the notice and mission statement.

Section 4. Voting. All questions shall be decided by a vote of a majority of the members voting thereon. Each member as established by the Bylaws of this association shall be entitled to only one vote. Voting by mail, e-mail and telephone shall be permitted. Proxy voting shall be allowed. Each proxy shall be in writing, and no member shall vote more than one proxy.

If a membership is held by a partnership, operation, corporation, or other legal entity, the member shall designate in writing the person who shall vote on behalf of the member. That designation shall remain in effect until written notice of a properly authorized change in the designated voter shall be received by the association.

Section 5. Quorum. At least fifty percent (50 %) of the membership shall constitute a quorum at any properly called annual or special membership meeting.

ARTICLE V. DIRECTORS AND OFFICERS

Section 1. Number and Qualification of Directors. The association and each sub-chapter shall have a board of directors of three (3) members. Each director elected shall be a member of this association in good standing.

No person shall be eligible to be a director if that person is in competition with, or is affiliated with any enterprise that is in competition with, the association. If a majority of the board of directors of the association finds at any time following a hearing that any director is so engaged or affiliated that person shall thereupon cease to be a director.

Section 2. Election of Directors. At the first annual meeting of the members of this association, directors shall be elected to succeed the incorporating directors. Three directors shall be elected for one (1) year. At each annual meeting thereafter, new directors shall be elected for a term of 1 (1) year each, to succeed those directors whose terms are expiring.

The Shawnee Freshwater Prawn Grower Association shall notify all members of any open positions on the Board of Directors. Such notice shall indicate a number for each position that shall be used for voting. Those persons wishing to be on the Board of Directors shall indicate such interest to the Shawnee Freshwater Prawn Growers Association and declare for which position they are a candidate on or before the
annual meeting. All directors shall be elected by ballot, and the nominee(s) receiving the greatest number of votes shall be elected. In the event of a tie the winner shall be determined by a toss of a coin. Those elected to the Board of Directors shall take office at the next meeting of the Board.

Section 3. Election of Officers. The president, vice president, and secretary/treasurer will be considered members of the board of directors.

Section 4. Vacancies. Whenever an unforeseen vacancy occurs in the membership, the remaining directors shall appoint a member to fill the vacancy until the next regular meeting of the members by a majority vote.

If one or more officer positions become vacant, such offices shall be filled by the membership, through election by ballot, at either a regular or special meeting.

Section 5. Regular Board Meetings. In addition to the meetings mentioned above, regular meetings of the board of directors shall be held monthly, or at such other times and at such places as the board may determine.

Section 6. Special Board Meetings. A special meeting of the board of directors shall be held whenever called by the president or by a majority of the directors. Only the business specified in the written notice shall be transacted at a special meeting. Each call for a special meeting shall be in writing, shall be signed by the person or persons calling the meeting, shall be addressed and delivered to the secretary, and shall state the time and place of such meeting.

Section 7. Quorum. A majority of the board of directors shall constitute a quorum at any meeting of the board.

Section 8. Removal of Directors or Members. Any member may bring charges against an officer, or member by filing in writing with the secretary of the association, together with a petition signed by twenty-five percent (25%) of the members, requesting the removal of the officer or member in question. The removal shall be voted upon at the next regular or special meeting, of the association, and by a vote of the majority of the members, the association may remove the officer or director and fill the vacancy.

Whenever any director shall fail to meet the qualifications as described in Section 1 of this Article, or fails to attend three (3) consecutive board meetings, either regular or special, without just cause and provided that notice of such meetings has been given in accordance with these bylaws, then it shall be the duty of the board to remove said director and to fill the vacancy in accordance with Section 4 of this Article.

ARTICLE VI. DUTIES OF OFFICERS

Section 1. Duties of President. The president shall (1) preside over all meetings of the association and of the board of directors; (2) call special meetings of the board of directors; (3) appoint such committees as the board of directors may deem advisable for the proper conduct of the association; and (4) perform all acts and duties usually performed by a presiding officer.

Section 2. Duties of Vice President. In the absence or disability of the president, the vice president shall perform the duties of the president, provided, however, that in case of death, resignation, or disability of the president, the board of directors may declare the office vacant and elect any eligible person president.

Section 3. Duties of Secretary/Treasurer. The secretary/treasurer shall keep a complete
record of all meetings of the association and of the board of directors and shall have general charge and supervision of the books and records of the association. The secretary/treasurer shall sign papers pertaining to the association as authorized or directed by the board of directors. The secretary/treasurer shall serve all notices required by law and by these bylaws and shall make a full report of all matters and business pertaining to the office to the members at the annual meeting. The secretary/treasurer shall be responsible for the keeping and disbursing of all monies of the association, and shall keep accurate books of accounts of all transactions of the association. The secretary/treasurer shall perform such duties with respect to the finances of the association as may be
prescribed by the board of directors. At the expiration of his term of office, the secretary/treasurer shall promptly turn over to his successor all monies, property, books, records, and documents pertaining to his office or belonging to the association.

ARTICLE VII. DUES

Payment will be required for Members to remain in good standing with the association. Revenue to provide for special projects shall be levied when 2/3 of the voting members vote to assess such a levy. If a Member’s dues are not received within ninety (90) days of the date on which they are due, that Member’s membership will be considered inactive, and all voting rights and privileges of membership will be suspended. An inactive Member can return to good standing by paying the current year's dues.

ARTICLE VIII. NOT FOR PROFIT

This Association is not organized for profit.

ARTICLE IX. FOUNDING MEMBERS

Warren E. Koch, in Memoriam

Bob Boyd Ronnie Koch
Grover Webb John Windings
Jerry Lebo John Lorgberg
Bill Brown Dennis Jerrell
Tim Smith Larry Bloodworth
Todd & Stacy Willard

Shawnee Community College Advisor: Darrell Dillow

ARTICLE X. AMENDMENT

If notice of the character of the amendment proposed has been given in the notice of meeting, these bylaws may be altered or amended at any regular or special meeting of the members by the affirmative vote of 2/3 of the members present or voting by proxy.

Levels of Membership

Full Member: Must hold valid Illinois aquaculture permit and/or currently culture
freshwater prawns. Full members have voting privileges.
Annual dues: $25.00

Affiliate Member: May or may not hold valid Illinois aquaculture permit, intends to
culture and develop the freshwater shrimp industry. Affiliate
members are encouraged to participate in all Shawnee Freshwater
Prawn Grower Association activities. Affiliate members do not
have voting privileges.
Annual dues: $15.00

Sponsoring Member: Any individual, business or educational entity, which actively
participates in the promotion and development of the freshwater
shrimp industry. Sponsoring members also are encouraged to
participate in all association activities. Sponsoring members do not
have voting rights.
Annual dues: $15.00

Membership can be upgraded to a higher level, at any given time, as level requirements
are met. The membership year is the calendar year, January 1 – December 31.