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ARTICLE V <br />BOARD OF DIRECTORS <br />Section 1. General Powers. The business and affairs of the association shall be managed by <br />its Board of Directors. <br />Section 2. Number. There shall be eleven (11) elected directors; one director shall be elected <br />from each of the association's eight districts as provided for in Article IV. Also an additional <br />one director from each of the top two corn for grain producing districts shall be elected in a <br />like manner. The President of the Association shall be the eleventh director elected as <br />provided in Article VI. The Immediate Past President shall also be a member of the Board <br />of Directors with complete voting rights. There shall also be two (2) advisory directors <br />without voting rights on the Board of Directors to be designated by the Associate Members <br />in a manner determined by the Associate Members. Advisory Directors shall serve at the <br />pleasure of the Associate Members unless removed by the Board of Directors pursuant to <br />Section 8 of this Article V. <br />Section 3. Eli ibili .Only Producer Members residing in the district from which they are <br />nominated shall be eligible to be elected and continue to serve as a director, except that an <br />individual who is certified by a Producer Member which is not a natural person as its duly <br />authorized representative and who resides in the district maybe elected and serve as a <br />director from the district. <br />Section 4. Term. The term of office for directors shall be two (2) years, provided that all <br />directors from even-numbered districts shall begin their term in even-numbered years and all <br />directors from odd-numbered districts shall begin his term in odd-numbered years. Director <br />#9 shall begin his term in odd numbered years. Director #10 shall begin his term in even <br />numbered years. <br />Section 5. Tenure. A district director may not serve more than six (6) years consecutively, <br />but maybe elected again for an additional six-year period after not serving on the Board of <br />Directors for one (1) year. <br />Section 6. Nomination and Election. Prior to the annual membership meeting, each district <br />from which a director is to be elected at the annual meeting shall nominate one candidate for <br />director. Additional nominations may be made from the floor at the annual meeting by any <br />voting member. The nominees shall be voted on by all voting members at the annual <br />meeting. The nominee from a district who receives the highest number of votes shall be <br />elected director from the district. <br />Section 7. Resignation. A director may resign by giving written notice to the president or <br />secretary stating the reason. Resignation shall be effective when acted on at the next board <br />meeting. <br />Section 8. Removal. Any director may be removed by the remaining directors if: <br />1. a hearing is held at which at least two-thirds of the directors are present, <br />2. the director subject to removal has actual notice of meeting, and <br />Page 3 of 8 Revised: January 26, 2004