Article 1

Name

The name of this organization shall be the Walnut Council, hereafter referred to as the Council. The Council is incorporated as a 501 (c) (3) Not-for-Profit Corporation under provisions of the Indiana Not-for-Profit Corporation Act.

Article 2

Objectives

The objectives of the Council shall be (1) to advance the science, technology, education, and practice of forest management, especially the planting, management, and utilization of walnut [Juglans] species; (2) to discuss, disseminate, and exchange the latest information and ideas concerning walnut and other fine hardwoods, and walnut propagation materials; (3) to encourage landowners to plant, manage, and harvest walnut by the best know techniques; and (4) to use knowledge from research and experience to benefit society.

Article 3

Membership

Section 1

MEMBERS-AT-LARGE

1. Membership is open to any person, firm, corporation, agency, or association that supports the objectives of the Council, and has paid dues for the fiscal year.
2. Only dues paying members of the Council shall be eligible to serve in elected or appointed positions.
3. Memberships may be terminated by resignation, death, or failure to pay dues.

Section 2

STATE CHAPTERS

1. Members-at-large shall be eligible for state chapter membership in any state having a chapter, provided that they keep their dues to the Council current and that they pay any additional dues required by the chapter.
2. State chapters of the Council operate independently of the Council provided activities do not conflict with Council bylaws, and provided they report finances annually to the Council in accordance with current IRS provisions regarding such state affiliations on the report form approved by the Council Board of Directors.

Article 4

Fiscal Affairs

Section 1

FISCAL YEAR

1. The fiscal year of the Council shall begin January 1 and end December 31.

Section 2

DUES

1. The Board of Directors will annually determine dues for members-at-large, life members, supporting members, youth members, and student members.
2. The dues amount shall include a subscription to the Walnut Council Bulletin, reduced registrations to the annual meeting, access tot he lending library, and eligibility to serve on the Board of Directors.
3. Dues are payable at the office of the Executive Director/Executive Secretary on January 1. Dues for new members received after October 1 shall be credited to the next fiscal year beginning in January. All dues shall be accompanied by a new application form for each individual or firm for whom dues are paid.
4. Each State Chapter shall determine the amount of additional dues required for membership in a state chapter.
5. Life membership dues are not refundable, unless a special exception is made with approval of the Board of Directors. Only natural persons can be life members. Upon death of a life member, the life membership is automatically terminated unless the surviving spouse requests continuation of membership.
6. In addition to dues, the Council is authorized to collect registration fees for the annual meeting.

Article 5

Officers

Section 1

OFFICERS

1. The elected officers of the Council shall consist of the President, Vice President, Immediate Past President, and Bulletin Editor.
2. The president, vice president, and immediate past president shall serve without compensation, but in special circumstances may be reimbursed for authorized expenses.
3. The bulletin editor may be paid an annual gratuity as determined by the Board of Directors.

Section 2

QUALIFICATION FOR OFFICE

1. All officers shall be members of the Council, and shall have served in at least one position on the board of directors.

Section 3

TERMS OF OFFICE

1. The term of each officer shall begin at the close of the final business meeting at the annual meeting.
2. The President, Vice President, and Immediate Past President shall each serve for a term of one year. The Bulleting Editor shall serve for a two-year term. The Vice President shall become the Council President the year following his election. The President shall automatically become the Immediate Past President the year following his term.
3. The Vice President shall be elected every year. The Bulletin Editor shall be elected in odd-numbered years, and may serve for successive terms.

Article 6

Duties of Officers

Section 1

PRESIDENT

1. The president shall be responsible for developing and continuing the Council's activities. The president shall (1) preside at all meetings of the Council, Executive Committee, and the Board of Directors; (2) call meetings of the Council, Executive Committee, and the Board of Directors; (3) define areas of committee responsibility and assure that all the committees are functioning; (4) serve as an ex-officio member of all committees; (5) oversee the business affairs of the Council; (6) appoint special committees as necessary, with approval of the Board of Directors; and (7) perform all other duties commonly incident to such office.

Section 2

VICE PRESIDENT

1. The Vice President shall (1) serve as President in the absence of the President; (2) serve on the Executive Committee and the Board of Directors; (3) act for and assist the President in conducting Council affairs as may be requested by the President; (4) make necessary arrangements leading to site selection and program development of the annual meeting of the Council; and (5) serve on the local arrangements committee for the annual meeting.

Section 3

IMMEDIATE PAST PRESIDENT

1. The Immediate Past President shall (1) serve as President in the absence of both the President and the Vice President (2) serve on the Executive Committee and the Board of Directors; (3) assist the President in conducting the affairs of the Council as may be requested by the President; and (4) serve as Chair of the Awards and Nominations Committee.

Section 4

BULLETIN EDITOR

1. The Bulletin Editor shall be (1) responsible for preparation, printing, and distribution of the Walnut Council Bulletin; and (2) be a member of the Executive Committee and the Board of Directors.

Article 7

Board of Directors

Section 1

COMPOSITION

1. The members of the board of directors shall consist of the President, Vice President, Bulletin Editor, and the Immediate Past President who also serves as Chair of the Awards and Nominations Committee, Executive Director/Executive Secretary, Chairs of the Technical Committees, the various Representatives, all Active Past Presidents not currently holding an office, and the President {s}, or his or her representative {s}, of each State Chapter. All official business of the Council shall be conducted by the Board of Directors, which shall meet at least twice a year. Past Presidents including those who formerly served with the title of Chairman of the council and hereafter refereed to as Past President, except the immediate Past President, can continue to serve the Council as either an Active Past President or Honorary Past President with approval of the Board of Directors.

Section 2

WEBMASTER

1. The Webmaster shall be appointed by the President and approved by the Board of Directors every two years. The position my be occupied by the same person for any number of two year terms. The webmaster shall be responsible for all aspects of the Council website, including coordination with the service provider, approval of all materials submitted for inclusion, addition of materials, updating of the dated materials, and facilitating responses to user's request for additional information.

Section 3

EXECUTIVE DIRECTOR/EXECUTIVE SECRETARY

1. The Executive Director/Executive Secretary shall also serve as the Treasurer of the Council. The Executive Director/Executive Secretary shall (1) maintain a complete and accurate set of minutes of all Annual Meetings, Executive Committee meetings, and Board of Director meetings, with appropriate attachments to include such things as committee reports and technical papers; (2) conduct all referenda; (3) receive and disburse all monies on behalf of the Council; (4) prepare and mail meeting announcements; (5) prepare and present at the annual meeting a written report of Council's activities, including an income and expense statement for the year's operations and a balance sheet as of the end of the fiscal year; (6) complete all the information required by Internal Revenue Service Form 990 and, if the Council has unrelated business income, Internal Revenue Service From 990-T, and to provide the information as may be required on any additional forms required by the Internal Revenue Service at the state and federal level; (7) be responsible for answering letters of inquiry or other general correspondence as required; (8) keep the permanent files and records of the Council; and (9) maintain membership records.

Section 4

EXECUTIVE COMMITTEE

1. The Executive committee, composed of the President, Vice President, Immediate Past President and Bulletin Editor, and the Executive Director/Executive Secretary {non-voting}, shall be responsible for taking quick action on items that cannot wait until the next Board of Directors meeting. The Board of Directors, however, shall be kept informed of such items and the action taken by written reports.

Section 5

ACTIVE PAST PRESIDENTS

1. Past Presidents, except the Immediate Past President and those currently holding an elected position, may apply for "Active Past President" status on the Board of Directors. Such individuals would be expected to attend meetings of the Board of Directors and the annual meeting of the Council, and accept special assignments of the current President with no compensation expected. The status would include the right to vote as a member of the Board, except on issues regarding changes in the bylaws where existing bylaw regulations would apply. The Executive Director/Executive Secretary is to keep a current file of Active Past President applications.

Section 6

HONORARY PAST PRESIDENTS

1. Past Presidents, except the Immediate Past President and those holding an elected position, may apply for "Honorary Past President" status on the Board of Directors. Such individuals would be welcome to attend all meetings of the board of directors as non-voting advisors with no compensation expected. The Executive Director/Executive Secretary shall also maintain an active file of Honorary Past President applicants.

Article 8

Committees and their Duties

Section 1

COMMITTEES

1. The committees shall be: Tree Improvement; Protection; Silviculture; Economics; Nut Culture; Utilization and Marketing; State Chapters; Legislative; Finance & Audit; and Awards and Nomination. Each committee shall appoint as many members to the committee as necessary to accomplish its objectives.

Section 2

DUTIES

1. Tree Improvement Committee. The Tree Improvement Committee shall report new publications and personnel changes in walnut genetics; report on recent developments in walnut improvement action programs by industry, states, and federal agencies; serve as liaison to promote exchange of walnut materials; and suggest and encourage further research to be conducted in areas where additional information is needed.
2. Protection Committee. The Protection Committee shall report on the status of insects, diseases, wildlife, and other problems associated with the culture of black walnut; provide information to individual members when contacted about specific protection problems; aid in the preparation of periodic pest alert notices if such information is requested by membership; and suggest and encourage further research to be conducted in areas where additional information is needed.
3. Silviculture Committee. The Silviculture Committee shall be concerned with the evaluation and assessment of all silvicultural practices that may be applied to maintain and enhance walnut productivity; report on current biological information and alternatives that might be utilized in growing walnut; and suggest and encourage further research to be conducted in areas where additional information is needed.
4. Economics Committee. The Economics Committee shall identify economically-oriented problem areas in the culture, marketing, harvesting, and utilization of plantation grown and natural stands of black walnut, report on program materials and publications dealing with expected revenues, costs, return on investments, or other financial information pertaining to growing black walnut; review research proposals to insure the inclusion of variables and methodology most likely to efficiently and scientifically measure the economic phenomena involved; and suggest and encourage further research to be conducted in areas where additional information is needed.
5. Nut Culture Committee. The Nut Culture Committee shall focus attention on increased nut production from existing trees; encourage the development and application of management practices that will produce nuts of higher quality and yield; encourage research in the areas of physiology and genetic control of nut production; and suggest and encourage further research to be conducted in areas where additional information is needed.
6. Utilization and Marketing Committee. The Utilization and Marketing Committee shall report on domestic and foreign market conditions as they relate to black walnut; encourage greater use of black walnut products; educate growers about log grades and the techniques used by walnut buyers to evaluate walnut logs; suggest and encourage further research to be conducted in areas where additional information is needed.
7. State Chapters Committee. The State Chapters Committee shall assist in the establishment of new state chapters, serve as an information source for state chapters, maintain a file of program materials for state chapter meetings, and coordinate state chapter activities with the board of directors.
8. Awards and Nominations Committee. The Awards and Nominations Committee shall be chaired by the Immediate Past President who also serve as Chair of the Awards Sub-Committee and the Nominations Sub-Committee.The Nominations Sub-Committee shall solicit nominations and prepare the slate of officers including at least one candidate from council membership for each position to be filled.The Awards Sub-Committee shall solicit nominations and determine the recipient {s} of Council awards. The Awards Sub-Committee shall consist of the Immediate Past President as Chair, a member of the Board of Directors selected by the President, a single representative from the group of sponsors contributing $200 or more toward the awards, and the Executive Director/Executive Secretary.
9. Education Committee. The Education Committee shall facilitate information Exchange on the Council's website, recommend literature and audio-visual materials to be acquired or developed by the national office, seek funding for these materials, and maintain a list of materials available through the Council's lending library. The Council's Webmaster and Librarian are automatic members of the Education Committee.
10. Legislative Committee. The Legislative Committee shall report on the status of pending legislation that may affect walnut growers and processors and serve as a source of information for federal and state legislators as to impact of pending legislation on Council members.
11. Audit and Finance Committee. The Audit and Finance Committee shall audit financial records of the Council as kept by the Executive Director/Executive Secretary and report its findings to the Board of Directors and to the membership at the annual meeting. The committee shall evaluate the financial health of current investments and make recommendations for changes to the Board of Directors.

Section 3

SPECIAL AND AD HOC COMMITTEES

Special and ad hoc committees may be appointed as needed by the President, and as a minimum shall consist of the following:

1. Local Arrangements Committee. The Local Arrangements Committee for the annual meeting, under the direction of the Vice President, shall be responsible for all local arrangements, including meeting location, motel accommodations optional local tours, banquet, the program {theme and speakers}, and arrangements and content of the field tour in accordance with guidelines received from the Board of Directors.
2. Tellers Committee. The Tellers Committee shall tabulate results of paper ballots at the annual meeting and certify election results.
3. Membership Committee. The Membership Committee shall explore and implement methods for increasing numbers of members of the Council.
4. Bylaws Committee. The Bylaws Committee shall be established in even-numbered years to review current bylaws to assure they are consistent with past actions of the Board of Directors, propose revisions for consideration by the Board of Directors, and prepare a copy of the amended bylaws for publication in the Walnut Council Bulletin.

Section 4

COMMITTEE CHAIR

1. Committees. Chairs of the various committees shall be elected and shall serve for a term of two years. The Chair of the Silviculture, Nut Culture, Utilization and Marketing, Education, Legislative, and Audit and Finance Committees shall be elected in the even-numbered years. The Chair of the Tree Improvement, Protection, Economics, and State Chapters Committee shall be elected in the odd-numbered years. The Chair of the Awards and Nominations Committee is the Immediate Past President.
2. Special and Ad Hoc Committees. The Chair of the Special and Ad Hoc Committees shall be appointed by the President.

Section 5

REPORTS

1. The chair of each technical committee shall prepare oral and written reports for the Board of Directors meetings and to the annual meeting. This report may be submitted to the Bulletin Editor for inclusion in the Walnut Council Bulletin.
2. The Chair of each committee has the responsibility to annually solicit one or more features of newsworthy articles for submission to the Bulletin Editor for their assigned issue of the Walnut Council Bulletin.

Issue Number 1 [Feb]: Economics and Nut Culture Committees
Issue Number 2 [May]: Tree Improvement and Silviculture Committees
Issue Number 3 [Sep]: Protection, State Chapters and Educations Committees
Issue Number 4 [Dec]: U&M, Audit & Finance and Legislative Committees

Article 9

Representatives and Their Duties

Section 1

REPRESENTATIVES

1. The Representatives shall be: Landowner Northeast, Landowner Northwest, Landowner Southeast, and Landowner Southwest, University, Industry, State, Federal, International, and Logger.
2. A landowner from each of the following four geographic regions shall serve as landowner representative.
   Northeast - (MI, IN, OH, PA, NY, NJ, VT, NH, CT, RI, MA, ME);
   Southeast - (DE, MD, WV, VA, KY, NC, SC, GA, FL, AL, MS, TN);
   Northwest - (WI, IL, MN, IA, NE, SD, ND, MT, WY, ID, OR, WA, AK);
   Southwest - (MO, AR, LA, TX, OK, KS, CO, NM, AZ, UT, NV, CA, HI).
3. The University, Industry, State, Federal, International, and Logger Representatives shall be affiliated with a university, industry, state forestry, federal forestry, international forestry, and logging firm, respectfully.

Section 2

DUTIES

1. Federal Representative. The Federal Representative shall be a federal Employee; shall report on new publications and personnel changes of interest within State and Private Forestry and Federal Research Laboratories, and act as a contact with federal agencies as directed by the President and the Board of Directors.
2. Industry Representative. The Industry Representative shall be an employee of a walnut-related or other wood products business and shall report on business conditions and activities as they are related to walnut.
3. University Representative. The University Representative shall be an employee of a university; shall report on university research on walnut; report new publications and personnel changes of interest to the Council; and inform the membership about Extension or other programs related to walnut.
4. State Representative. The State Representative shall be a state employee; shall report on state activities, as they relate to all state level programs not just the state he or she is from; and serve as a contact with state agencies.
5. Landowner Representative. Landowner Representatives shall expedite the exchange of information between landowner members and walnut experts from other membership categories survey landowners to determine their needs; and serve as liaison between the Board and individuals that desire to set up state chapters of the Council.
6. International Representative. The International Representative shall be a member involved in or knowledgeable about international activities with walnut that shall report on those activities as they are related to walnut in countries outside the U.S.
7. Logger Representative. The Logger Representative shall be a member involved in the logging business; shall advance the exchange of information between landowners and loggers; and shall serve as a liaison between the Board, Landowners, and Loggers.

Section 3

REPORTS

1. Each Representative shall prepare oral and written reports for the Board of Directors meetings and the annual meeting. This report may also be published in the Walnut Council Bulleting. The landowner representatives may select one from their group to make a composite report.
2. Each representative has the responsibility to annually solicit one or more features or newsworthy articles for submission to the Bulletin Editor for their assigned issue of the Walnut Council Bulletin.

Issue Number 1 [Feb]: University, Landowner NE, and International Reps.
Issue Number 2 [May]: Federal and Landowner SE Reps.
Issue Number 3 [Sep]: State, Logger and Landowner NW Rep.
Issue Number 4 [Dec]: Industry and Landowner SW Reps.

Section 4

TERMS OF OFFICE

1. The representatives shall be elected and shall serve for a term of two years. The State, Landowner (NE), Landowner (SE), Logger, and International Representatives shall be elected in the even-numbered years. The Federal, Industry, University, Landowner (NW), and Landowner (SW) Representatives shall be elected in the odd-numbered years.

Article 10

Nominations and Elections

Section 1

NOMINATIONS

1. The Nominations Sub-Committee Chair shall be the Immediate Past President. The Chair's name, address, and telephone number along with the positions to be filled at the next annual meeting shall be published in the first issue of the Walnut Council Bulletin each fiscal year. Members wishing to suggest candidates for nominations may do so by writing or calling the Nominations Sub-Committee Chair.
2. The Nominations Sub-Committee shall transmit a slate of candidates to the President and Executive Director/Executive Secretary before the spring Board of Directors meeting. The Nominations Sub-Committee Chair shall determine whether all nominees are members in good standing, are eligible to hold office, have accepted their nominations, and prepare a factual brief biography on each nominee. Nominated candidates may have served more than one term in the same position.

Section 2

ELECTIONS

1. The Nominations Sub-Committee Chair shall present a slate of candidates at the spring meeting of the Board of Directors. The Bulletin Editor will include the slate of candidates in the issue of the Walnut Council Bulletin with the registration information for the annual meeting.
2. The published slate in the form of a ballot shall state the positions to be filled; list the name of the candidate [s] for each position; and be accompanied by a brief factual biography of each candidate.
3. Absentee ballots shall be addressed to the Executive Director/Executive Secretary and must be postmarked two weeks on or before the scheduled annual business meeting.
4. Ballots will be distributed to all members in good standing at the annual business meeting. A simple majority of those voting absentee or at the annual business meeting shall determine the outcome of elections for positions having more than one candidate. One vote per paid membership. Nominations will be accepted from absentee ballots and the floor at the annual business meeting. Members of the Teller's Committee shall count the ballots and shall promptly certify the elections results to the President and the Board of Directors.
5. Elected and non-elected nominees shall be notified by the Executive Director/Executive Secretary.
6. No person shall hold more than one elected position on the Board concurrently.

Section 3

VACANCIES

1. In the event of a vacancy on the Board of Directors due to health, disability, or resignation, except for the President, the President shall appoint an acting replacement to complete the term of office.
2. The Vice President shall complete the term of office of the President in the event of a vacancy.

Article 11

State Chapters

Section 1

ELIGIBILITY AND FORMATION

1. Any state or states having a combined membership of more than twenty-five members shall be eligible to form a state chapter of the Council. Prospective chapters with less than twenty-five charter members need to request a variance to the Bylaws from the Board of Directors. If two ore more states go together to set up a chapter, both or all names may be used, but they will still be referred in these Bylaws as a State Chapter.A recommendation from a state [s] to form a state chapter shall be reviewed by the Board of Directors who shall have the authority to give recognition to the petitioning group upon such terms as it shall determine, and issue a state charter. The landowner representative from the geographic region of the state [s] wishing to form a state chapter shall assist and act as intermediary between the state [s] and the Chair of the State Chapters Committee and the Board of Directors.
2. The Board of Directors may provide financial assistance to offset initial expenses for printing and mailing costs associated with the formation of a new state chapter. This amount may not exceed three hundred dollars ($300) per chapter. Additional funds needed for chapter formation and operation shall be obtained from chapter members in the form of a chapter dues or assessment.
3. Members of a State Chapter must also be members in good standing of the Council. The Executive Director/Executive Secretary will collect state chapter dues on the annual dues forms. Any state chapter dues collected by the Executive Director/Executive Secretary for a state chapter shall be reimbursed back to the particular state chapter within sixty [60] days of collection.
4. Life Members of the Council can become Life Members of one or more State Chapters by paying an additional amount determined by the Board of Directors. The Executive Director/Executive Secretary for the Council will maintain State Chapter life membership funds and reimburse back annual dues to each state chapter at the beginning of each fiscal year.

Section 2

CHARTERS AND BYLAWS

1. Upon approval of the bylaws of the newly formed state chapter by the Board of Directors of the Council, the new state chapter shall be granted its charter at the next annual meeting of the Council. Each State Chapter's Bylaws shall be in compliance with the bylaws of the Council.
2. The president of the state chapter, or his or her representative, shall be a voting member of the Board of Directors of the Council.

Article 12

Meetings

Section 1

ANNUAL MEETING

1. There shall be at least one general meeting of the Council annually and it shall be designated as the annual meeting. The time and place shall be determined by the Board of Directors or by a committee appointed for the purpose, with its decision subject to the approval of the Board of Directors.
2. The annual meeting should include the business meeting with elections, a landowner show and tell session, banquet with awards ceremony, field trip [s] to managed walnut or processing plants, session with landowner representatives, and exhibitor displays.
3. Every seven years the Council should host a symposium as part of the annual meeting. The Local Arrangements Committee and Vice President shall identify topics of general interest or topics of rapidly changing recommendations. Speakers will be invited to give state-of-the-art presentations and asked to prepare manuscripts for inclusion in the Symposium proceedings.

Section 2

BOARD OF DIRECTORS MEETINGS

1. There shall be at least either a spring or fall meeting of the Board of Directors annually. The Board of Directors shall determine the time and place of each meeting. One meeting shall be in conjunction with the annual meeting. A quorum shall exist when five or more of the members of the Board of Directors are present at the meeting.

Article 13

Publications

It shall be the duty of the Walnut Council to finance the printings and publication of the Walnut Council Bulleting, the web site, and the Symposium proceedings.

Article 14

Parliamentary Authority

The rules as contained in "Robert's Rules of Order Newly Revised" shall govern the Council in all instances in which they are applicable.

Article 15

Amendments

These bylaws may be amended by a simple majority vote of the Board of Directors through a mail ballot or by a unanimous vote, if fifty-one percent (51%) of the Board of Directors is present at a meeting. Every amendment to the Bylaws shall become effective and binding on all members and state chapters.

Article 16

Awards

The Council shall recognize achievement and service by presentation of one of the following awards to deserving individuals, firms, companies, agencies, or state chapters. Selection of awards shall be by submission of a written nomination to the Chair of the Awards Sub-Committee before the spring meeting of the Board of Directors. The awards to be presented in any given year are the decision of the Awards Sub-Committee.

1. BLACK WALNUT ACHIEVEMENT AWARD. This award recognized individuals, agencies, or organizations for outstanding contributions to knowledge about black walnut through research, technology transfer, or product promotion. Service to the Council, while not required for this award, will be taken into consideration. The recipient is to be recognized at the banquet of the next annual meeting, receives a cash award not to exceed $1,000, and an engraved walnut plaque bearing the name of the Walnut Council and the names of sponsors who contributed $200 or more toward the awards program.
2. MERITORIOUS SERVICE AWARD. This award is presented to individuals, agencies, or organizations for meritorious service in the promotion of the black walnut industry and or the Walnut Council. The recipient is to be recognized at the banquet of the next annual meeting with an engraved plaque bearing the name of the Walnut Council, appropriate citation, and an honorary Life Membership to the Council.
3. OUTSTANDING STATE CHAPTER AWARD. This award is presented to an outstanding state chapter as determined by the Awards Sub-Committee. Award is to be based on chapter membership growth, reporting of activities, submitted reports, hosted meetings, and attendance at board and national meetings. An engraved plaque is to be presented to the State Chapter President or representative [s] at the banquet of the next annual meeting.

Article 17

Dissolution

If the Council shall terminate for any reason, its funds and assets shall be distributed to corporation, fund, or foundation meeting the condition described at the time of such distribution by Section 501 (c) (3) of the U.S. Internal Revenue Code of 1954.