BYLAWS

OF THE

TEXAS SEED TRADE ASSOCIATION

 

Article I - Membership

Section 1. Privileges: Each Active member shall be entitled to one vote at an annual or special meeting of the Association, provided that no firm, partnership, or corporation shall have the privilege of casting more than one vote. Proxies are not permitted except in Board of Directors meetings. All firms, partnerships, or corporations, represented at any meeting by more than one person, shall give authority in writing to the person empowered to cast its vote. Such individuals or members, however, shall be eligible to serve on committees.

Section 2. Procedure: Application for membership (active and associate) shall be sponsored by one active member of the corporation in good standing. Membership applications so sponsored shall be submitted to the Board of Directors, acting as a membership review committee, for acceptance or rejection at the annual meeting, any special called meeting, or by mail ballot. An  affirmative vote of 2/3 of those participating shall be required at such meetings or by mail ballot for the election of the applicant to membership. The Board of Directors is granted the authority to establish a separate membership review committee if, in the judgement of a majority, the Board members participating feel such a committee will best serve the interest of the corporation. The creation of such a committee shall not be binding on the succeeding  Board of Directors.

Membership shall be automatically renewed; however, the classifications may be subject to change by the Board of Directors or a membership review committee should the Directors, at any time, choose to establish a membership review committee.

The Board of Directors shall have authority to establish classification of membership in the corporation.

Honorary  membership may be granted by unanimous  vote of the Board of Directors, such membership to be exempt from annual dues and without voting privileges.

Section 3. Restrictions: Any membership is to cease whenever a change occurs whereby an individual, firm, or corporation would not, under the Constitution of this Association, be eligible for membership and can be renewed only by vote of the Board of Directors in the manner prescribed for membership acceptance.

Section 4. The Association has available procedures for both  mediation and arbitration which may be used in resolving any trade difference or dispute between or among members of the Association by agreement of all members, and the Association may extend such services to such controversy involving non-members; however, the use of such services is voluntary and no member shall be deemed to have agreed to submit to arbitration in advance by reason of its membership in the Association or any provision in these bylaws.

Section 5. When admitted to membership in this Association, a person, firm, partnership, or corporation continues to be bound by all the provisions of its constitution, bylaws, rules, regulations, until such member is expelled, suspended, or until its resignation as been accepted by the Board of Directors through the executive vice president.

 

Article II - Dues

Section 1. The annual dues payable to the corporation by each class of member shall be fixed by the Board of Directors.

Section 2. Classification: For the purpose of determining their annual dues, the Board may classify the members into any class on such basis as it may deem appropriate, and the members of any class so classified shall pay annual dues applicable to their respective classification.

Section 3. Determination of dues and classifications: The Board shall establish and publish classification of all members whose annual dues are subject to classification and shall fix the dues applicable to each classification. The Board may at its discretion, any time thereafter, review all classifications and annual dues applicable to each. Notice of all changes in classification and of all changes in annual dues shall be given to  members affected thereby at least (60) sixty days prior to the date such changes become effective.

Section 4. Payable: All dues shall be payable annually January 1st. of each year and such dues shall apply to the calendar year. For accounting purposes the fiscal year shall begin April 1, each year and end March 31, of the following year.

Section 5. Delinquencies: Members whose dues have not been paid within  three (3) months from the due date shall be considered delinquent and shall be automatically suspended from membership, except when prior arrangements with the executive vice president have been arranged.

Section 6. Reinstatement: Members who have been suspended from membership for non-payment of dues may be formally reinstated by a majority vote of the Board of Directors.

Section 7. Withdrawals: A member desiring to withdraw shall be permitted to do so by making application to the Secretary or executive vice president who has the authority to grant this request, providing said member is in good standing.

Section 8. Emergency: In case of emergency, the Board of Directors, by 2/3 vote of those present, shall have the power to adjust dues to fit the needs of the time.

 

Article III - Association Code of Ethics

Section 1. All active members of the Association shall subscribe in writing to the following CODE OF ETHICS:

We possess the greatest faith in the future of the Seed Industry. We recognize that seeds are a fundamental part of the agricultural success or failure of our country. We pledge our earnest cooperation with every just effort to protect the interests of the public and our industry, through honest, upright business methods; our sincere effort to breed, grow, buy and sell only good  seeds; ourselves, to so conduct our business as to receive a just compensation and permit our fellow seedsmen, to do likewise. We believe in the Texas Seed Trade Association, subscribe to the principles for which it stands, and agree to be governed by it rules, constitution and bylaws.

 

Article IV

Section 1. Every person, firm, or corporation admitted to membership in this Association shall promptly and faithfully comply with and fulfill all business obligations into which he, she, they or it may enter with other members of this Association and shall equitably and satisfactorily adjust and settle the same. All disputes, differences, or disagreements of a financial, mercantile, or commercial character arising out of transactions, involving seed, seed products, bird feed, grain, grain products, salvage grain, and plant parts among members should be resolved with diligence and members are encouraged to use both the Mediation and  Arbitration services of the Association toward that end; however, no provision in these bylaws requires the members of the Association to arbitrate at common law any dispute.

Section 2. In disputes arising between members of the Association, it shall be the duty of the Arbitration committee, and when cases are appealed to the Arbitration Appeal committee, to investigate promptly the matters at issue between the parties and to adopt such measures as may seem advisable for the promotion of justice and fair dealings between members of the Association. The  executive vice president of the Association shall serve as the case administrator in all arbitration and mediation cases, by may not serve as a member of either committee.

Section 3. It shall be the duty of the President to appoint each year a Grievance Committee of three (3) members, each to serve one (1) year, or until their successors are appointed.

The Grievance committee is empowered and charged with the duty of investigating any and all charges of fraudulent or unethical practice that may be brought against any member whether by a member of the Association, by an official of the State of Texas or of the United States, or by any other person. The Grievance committee shall also investigate, at the request of the President or of the Board of Directors, any charge that a member has failed to abide by an award of the Arbitration committee or of the Arbitration Appeal committee. When charges are brought against a member, the Chairman of the Grievance committee shall require the complainant to submit the charges in writing and in reasonable detail. The Chairman shall  furnish a copy of the complaint to the alleged offending member and shall give him full opportunity to present his defense, in writing or orally, to the Grievance committee.

After fair and full investigation, the Grievance committee shall make a written report of its findings to the President with  its recommendation for exoneration, suspension, or expulsion and the Committee’s reasons for such recommendation. Decisions of the committee shall be by majority vote.

All reports of the Grievance committee shall be submitted to the Board of Directors for approval. No action shall be taken by the President in announcing either exoneration, suspension, or expulsion of a member until the report of the Grievance committee has been approved by a majority of the Board of Directors.

The Grievance committee shall be further empowered to receive complaints from members regarding unethical practices or unfair dealings on the part of non-member companies or individuals, whether seedsmen or suppliers to the seed trade. Such complaints shall be handled in the same manner as complaints against members of the Association. However, when the Board of Directors approves a report finding a non-member guilty of acts or practices as charged, the committee’s report together with a copy of the charges shall be circulated to the entire membership of the Association.

Section 4. It shall be the duty of the officers, of the Board of Directors, and of the Grievance committee, to render all assistance possible to any regulatory body or agency of the State of Texas or of the United States.

 

Article V - Governing Body and Officers

Section 1. Board of Directors: The policies and work of the Association and its committees are governed by the Board of Directors, through its officers. Said Board shall have charge of all finances and property of the Association. Action of the Board of Directors may be changed by a simple majority vote of the membership at an annual or special meeting of the Association.

At the first annual meeting after the adoption of this Constitution and Bylaws, two Directors shall be elected to serve for a period of three years, two shall be elected to serve for a period of two years, and two shall be elected to serve for a period of one year and one associate member shall be elected to serve for a period of three years. Elections shall be by majority vote of those members participating in the election. The Chairman of each commodity and service division shall serve as a director. The seven elected directors and the division chairmen shall be known as executive directors, and together with the officers shall constitute the Board of Directors. Two directors, other than division chairmen and officers, shall be elected annually thereafter for a period of three years.  One associate member shall be elected every third year.  The immediate past President shall become an ex officio member of the Board of Directors for one year.

The Board of Directors shall have the power to fill vacancies in any office or in its own body by the appointment of a member to serve until the next annual meeting of the Association.

At the time a prospective candidate for the board is first contacted, a list of duties, responsibilities, and expectations will be provided by TSTA to ensure the candidate is aware of the commitment required of the position. In the event a board member cannot attend a meeting, it is his/her responsibility to contact the President to explain the reason for the absence. The President will grant an excused or unexcused absence based on the nature of the cause. Failure to notify the President in a timely manner of an expected absence will be deemed an unexcused absence. Should the absence be deemed unexcused, the board member will be counseled by the President on the importance of attendance at all board meetings. In the event of a second unexcused absence in the same year, the board member will be warned that three unexcused absences in the same year will be cause for immediate dismissal from the Board. In the event the President deems a board member’s conduct or attendance unacceptable, the President may initiate dismissal procedures by contacting the Executive Committee to petition for the removal of said board member. The members of the Executive Committee are free to contact the said board member to inquire as to problems or situations affecting their conduct or attendance. A board member may be dismissed by a majority vote of the President and Executive Committee.

The Board of Directors shall elect a qualified auditor to examine, audit, and report in writing to the Board such information as the Board may require as to the Association’s financial status., its operations for the year, and applicable comparisons to prior years’ operations, projected budget expenses, and accounting procedures; such reports to be received as directed by the Board no less than annually. The Board of Directors may grant the authority of selecting an auditor to the executive vice president. Failure of the Board to select an auditor by February 15, of each year shall automatically confer such authority to the executive vice president who shall so act that the reports may be timely received by the Association.

All Directors shall be members or represent members as described in Article V, Section 2 & 3 of the Articles of Incorporation.

Section 2. Board of Directors meeting: The Board of Directors shall meet on call of the President or of any three Directors. Written notice shall be given to each Director by the secretary at least ten (10) days prior to each meeting of the Board of Directors, excepting the meetings held during the annual convention. This ten-day notice requirement may be waived for any specific meeting provided two-thirds of the Directors communicate the waive in writing, telephone call, facsimile or e-mail directed to the Secretary or President.

Section 3. Directors Meeting Quorum: A majority of the Board shall constitute a quorum. Written proxies will be honored.

Section 4. Officer’s duties: The officers shall have the power to transact routine business during the interval between meetings of the Board.

Section 5. Officers: The officers of the Association shall consist of a President, a First Vice President, a Second Vice President and a Secretary. The President, First Vice President and Second Vice President shall be elected by ballot of the active members of the Association at the annual meeting of the Association and shall hold office for one year from the following January 1st  or until their successors are elected and have qualified. A majority of the votes cast shall be required to constitute a choice. The executive vice president and Secretary are to be employed by the Board of Directors. The executive vice president and Secretary may be the same person.

All officers, except the executive vice president and Secretary, shall be active members. All officers shall reside in the State of Texas. If an officer’s residence is moved from the State of Texas, the Directors shall appoint a replacement to serve until the next annual meeting.

The Board of Directors shall be authorized to hire such other subordinate officers and employees as shall be needed for the conduct of the business of the Association.

Article VI - Commodity and Service Divisions

Section 1. The Board of Directors have the authority to grant  division status to membership common interest groups upon receipt  of a written petition containing signatures representing ten members of the association. The Board of Directors has the authority to cancel division status of a commodity or service division.

Section 2. The officers of each division shall consist of a chairman, a vice chairman, a Secretary, and two Directors, to serve for a term of one year or until their successors are elected or appointed.

Section 3. Prior to the annual division meeting, the chairman of each division shall appoint a nominating committee to submit a slate of candidates for officers and directors. Additional candidates may be nominated by any member of the division from the floor at the time of such annual meeting. The names of candidates so nominated shall be submitted to a vote of the division members at the annual meeting. The election shall be by majority vote of those members participating in the election.

Section 4. Each member has only one vote in commodity division  meetings and to be qualified to vote must be engaged in research, production, or sale of the commodity as an ongoing part of its normal business.

Section 5. A commodity division business meeting may be limited to only voting delegates by a majority vote of the delegates present.

 

Article VII - Membership Meetings

Section 1. There shall be an annual meeting of the Association for the choice of officers and directors and the transaction of other business, at such time and place as the officers may elect.  Each member shall be notified by the Secretary, through the mail, of the time and place of such meeting, at least thirty days in advance of said meeting. Special meetings of the Association may be called by the President or on motion of the Board of Directors, or  by petition of twenty percent of the membership.

Section 2. Twenty percent of the members of the Association shall constitute a quorum to transact business at any regular or special meeting.

 

Article VIII - Duties of Officers

Section 1. It shall be the duty of the President, or in his absence, a Vice President, to preside at all meetings of the Association. The President shall also preside at all meetings of the Board of Directors, or in the absence of the President, a Vice President shall preside; or if the First and Second Vice President are absent, a Chairman shall be elected among themselves by the officers and the Board of Directors present.

Section 2. The president shall appoint all Advisory Committees such as a Membership Committee, the Legislative Committee, and such other Committees as may, in his judgement, be beneficial to the Association or to its membership. He shall also appoint the Arbitration Committee and the Arbitration Appeal Committee. He shall appoint such committees as provided for by action of the Board of Directors and/or the Association at its annual meeting. All committees thus appointed by the President shall maintain their existence for one (1) year or for such portion of one (1) year as  shall make possible their report and their discharge by the Association at its next annual meeting.

Section 3. It shall be the duty of the Executive Vice President to attend all meetings of the Association and Board to keep a careful record of their doings; to conduct all correspondence and to carry into execution all orders, votes and resolutions otherwise committed; to collect and deposit to the account or accounts of the Association all assessments for membership or for other special purposes; to notify members of their election and committees of their appointment. In the absence of the Executive Vice President, the President shall appoint a Secretary Pro Tempore who shall promptly report to the Executive Vice President of the Association or its Board of Directors.

Section 4. The Executive Vice President shall keep an account of all money received and expended for the use of the Association and shall pay all accounts owed by the Association which have been approved by the Board of Directors in a budget or as special expenditure. In the event expenditures exceed the budget, such expenditures shall be considered approved if the Board of Directors approves the expenditures as special expenditures or approves a financial statement either for a portion of a year or annually in which the excess expenditures are shown. His accounts and records shall be inspected annually by the Finance Committee, which report of examination shall be made to the membership at the annual meeting. All records, and property of the corporation, shall be kept in the office of the Executive Vice President, unless otherwise permitted by the Board of Directors and shall be available for inspection by any member during reasonable office hours in the office of the Executive Vice President.

Section 5 The executive vice president may attend the annual meeting of the American Seed Trade Association and other seed related meetings to represent the Texas Seed Trade Association. It shall be his duty to keep the Board of Directors of the Texas Seed Trade Association informed of the plans and actions of such groups, so far as possible, in order that there may be intelligent coordination between the organizations.

Section 6. All advisory committees and special committees shall make to the Texas Seed Trade Association at annual meetings full report of their activities, their reports to have such place upon the program as may be deemed wise.

Section 7. Emergency: In case of emergency, of any nature, the Board of Directors, by unanimous vote of the full Board, shall have the power to transact whatever business may be to the best interest of the Association.

 

 

Article IX - Mediation and Arbitration

Section 1. Creation of Committees: In order to facilitate dealings between members of this Association, there are hereby created a Mediation Service, Arbitration Committee and an Arbitration Appeal Committee. Nothing in these rules shall be deemed to oust the Courts of the State of Texas of their jurisdiction in any dispute between members of this Association submitted for arbitration.

Section 2. Penalties for failure to abide by rules: In the event a member of the Association fails to abide by these rules, the executive vice president shall report to the President that such member is in violation of the constitution, bylaws, rules and regulations of the Association. The President shall thereupon invoke the grievance procedure set out in Article IV by filing an appropriate written complaint with the Grievance Committee.

Section 3. Mediation service: When requested by all parties an impartial Mediator acceptable to all parties shall be appointed to facilitate communication between parties to promote settlement of differences. The Mediator may not impose his judgement on issues for that of the parties, but shall endeavor to bring such parties  to a mutually acceptable settlement which is not binding unless reduced to writing and signed by the parties.

The Mediation is not empowered to make binding decisions or awards. All evidence shall be in writing unless oral testimony is requested by the Mediator.

All mediation proceedings shall be confidential and considered as part of settlement negotiations and not admissible in any form for use in any other or further proceedings.

The Mediator shall be entitled to be held harmless by all parties to the mediation and all costs shall be paid by the parties with appropriate deposits required by the executive vice president to defray the expenses thereof.

Section 3(a). The Arbitration Committee: The Arbitration committee shall conduct its arbitrations of disputes in accordance with the commercial arbitration rules of the American Arbitration  Association which are in effect at the time the arbitration request is first made to the committee. If all parties request arbitration by filing the required forms with the Association through its executive vice president, arbitration becomes binding upon such parties and any award may be enforced by appropriate judicial process. The Arbitration committee has the authority to refer disputes that would in the committee’s judgement be too time consuming and of such expense as to exceed the capability of the committee to the American Arbitration Association.

Section 3(b). The Arbitration Committee shall have broad authority to adopt rules of procedure in any case before it which  would include rules limiting evidence to written statements and documents and accepting oral evidence at its discretion. It will be  allowed to assess fees to offset the cost of the arbitration and assess costs against the parties in the final award.

Section 3(c). The Arbitration Committee shall consist of five members appointed by the President of the Association. Each shall serve for a term of three (3) years. The initial committee shall consist of two (2) members appointed for a term of three years; two members appointed for a term of two (2) years; and one member appointed for a term of one year. Thereafter, each member shall serve a three year term and if a member resigns, his successor shall be appointed to fill the unexpired term. All members shall be appointed by the President and approved by the Board of Directors.  A quorum of the Committee shall consist of at least three members and all awards of the Committee shall be in writing and dispose of the issues involved in the dispute.

Section 3(d). The Arbitration Appeals Committee shall consist of three members whose appointments will be made by the President and approved by the Board of Directors when required by appeal from an award of the Arbitration Committee.

Section 3(e). All decisions of the Committee shall be made by a majority vote of the quorum acting in any dispute.

Section 4. Duties: It shall be the duty of the Arbitration Committee and of the Arbitration Appeal Committee, when cases are appealed to it, to hear all disputes of a financial, mercantile or commercial character connected with or arising out of any matter pertaining to a transaction in seed, seed products, bird feed, grain, grain products and salvage grain when such disputes are properly submitted by members of the Association. It shall further be the duty of the Arbitration Committee and of the Arbitration Appeal Committee to render a just and equitable award in accordance with the constitution, bylaws, and trade rules of the Association according to the evidence submitted in all disputes submitted to the committee for arbitration. A member of either committee shall render his decision to the best of his ability, but in no case shall such a member be held responsible either as an individual or as a member of a committee for errors of judgement or for any damage or loss suffered by reason of his acts.

Section 5. Interpretation and Application of Rules: The Arbitration Committee and the Arbitration Appeal Committee shall interpret and apply these rules insofar as they relate to Committee’s powers and duties. Such interpretation shall be by majority vote of a quorum of the Committee.

Section 6. Quorum: Three (3) members of either committee shall constitute a quorum of the Committee, and an award made by a majority vote of such a quorum of either Committee shall have the  same force and effect as an award made by a majority vote of the whole Committee.

Section 7. Vacancies: A vacancy on either Committee shall be filled by the President or by the Board of Directors. In the event more than two (2) members of a Committee are disqualified to hear  a dispute submitted to that Committee, either the President or the Board of Directors may temporarily fill a sufficient number of vacancies so that a quorum may hear the dispute submitted for arbitration.

Section 8. Disqualification: A member of the Arbitration Committee or of the Arbitration Appeal Committee shall be disqualified to serve in any proceeding:

(a) If he is a member of a firm which is a party to the proceeding or which has a financial or commercial interest in the outcome of the proceeding; or

(b) If he states that he is prejudiced in the proceeding; or

© If either party to arbitration proceeding shows that he should be disqualified for cause; the Committee shall be the sole and exclusive judge of the sufficiency of such cause.

Section 9. When the Committees shall Act: When requested to do so, either Committee must act in any dispute of the character described in Section 4 of these rules arising between members of the Association. Either Committee may act in disputes of such character between a member of the Association and a non-member of the Association only:

(a) If both parties file a written agreement with the executive vice president agreeing to be bound by the decision of the Committee, and

(b) If the Board of Directors of the Association authorizes the use of the arbitration procedure of the Association in such disputes.

Section 10. Costs Before The Arbitration Committee: In a proceeding before the Arbitration Committee, each party to the proceeding shall deposit, in escrow, with the executive vice president at the time provided in Section 15 of these rules, a certified or cashiers check payable to the Association in the amount of $200.00, (two-hundred-dollars), or two percent (2%) of the amount in controversy, whichever is greater.

Section 11. Costs on Appeal: In a proceeding before the Arbitration Appeal Committee, each party shall deposit with the executive vice president, at the time provided in Section 23 of these rules, as an Arbitration Appeal deposit, a certified or cashier’s check payable to the Association in an amount equal to twice the deposit made with the executive vice president in the proceeding before the Arbitration Committee.

Section 12. Disposition of Deposit After an Award: When the Arbitration Committee has made an award in an arbitration proceeding, the executive vice president shall retain the Arbitration deposits until the time for appeal has passed. When the time for appeal has passed, the executive vice president shall refund the entire deposit of the party in whose favor the award was rendered. The actual travel and lodging expenses of the members of the committee shall be reimbursed from the cost deposit of the party against whom the award was rendered. If after paying such expenses any portion of the deposit remains, the executive vice president shall promptly refund the balance to the party. In the event the Committee’s award is of such nature that it is impossible to determine the party in whose favor the award was rendered, then the travel and lodging expenses of the Committee members shall be  borne equally by the cost deposits of each of the parties to the arbitration proceeding. However, in such an event, the parties’ cost deposits shall not be charged in aggregate with an amount exceeding the deposit of one of the parties.

Section 13. Disposition of Costs in the Event of Appeal: In the event of an appeal to the Arbitration Appeal Committee, the executive vice president shall retain the arbitration deposit of each of the parties and the Arbitration Appeal deposit until the Arbitration Appeal Committee has rendered an award. After such an award is rendered, the executive vice president shall refund the deposit of the party in whose favor the final award was rendered and shall charge the deposit of the party against whom the award was rendered in the same manner and to the same extent as provided in Section 12 of these rules.

Section 14. Inauguration of a Proceeding: An arbitration proceeding may be inaugurated by any member of the Association by filing a written request for arbitration with the executive vice president. The written request shall briefly describe the nature of the dispute and shall set out the names and addresses of the parties involved.

Section 15. Agreements to Arbitrate and Filing Payment of Deposits: Upon receipt of a request for arbitration, the executive vice president shall forthwith deliver to the parties by certified mail, an Agreement to Arbitrate in a form prescribed by the Board of Directors of the Association. The Agreement to Arbitrate shall be executed by each party or a duly authorized officer or agent of each party and shall be returned to the executive vice president accompanied by a certified or cashier’s check for the amount of the Arbitration deposit required by rule 10 of these rules. The Agreement and deposit shall be returned to the executive vice president within ten (10) days of its receipt by a party. In the event the Agreement to Arbitrate and the Arbitration deposit of either party is not received by the executive vice president within  ten (10) days, the Arbitration Committee shall decline to entertain the proceeding.

Section 16. Notification of Filing of Agreements to Arbitrate;  Petition; Answer; Reply; Time Limitations: Upon receipt of the Agreements to Arbitrate and the Arbitration deposits, the executive vice president shall notify each party by certified mail of such receipt. The party requesting the arbitration proceeding (Petitioner) shall have ten (10) calendar days from the date of receipt of such notice to file with the executive vice president a written petition supporting his claim and all documents, records, and other evidence which he considers pertinent to the proceeding. Upon receipt of the petition, documents, records and other evidence, the executive vice president shall forthwith serve copies of the same by certified mail on the other party (Respondent). The  Respondent shall, within ten (10) calendar days of his receipt of the petition, file a written answer with the executive vice president setting forth his position in the dispute, supporting his claim with all documents, records and other evidence which he considers pertinent to the matter in controversy. The executive vice president shall forthwith serve copies of the answer, documents, records and other evidence by certified mail upon the petitioner . The Petitioner may within five (5) calendar days of his receipt of the answer reply in writing to any new matters raised in the Respondent’s answer.

Section 17. Time and Place of Hearing Notice to Parties: After the petition, answer, reply (if any), documents and other evidence have been filed with the executive vice president, he shall deliver copies of all documents filed with him to the members of the Arbitration Committee. The Arbitration Committee shall, thereafter, set a time and place for oral argument; provided, however, that each party shall receive notice of the time and place for hearing from the executive vice president, by certified mail, at least ten (10) days before the date of such hearing. The Committee may, at the request of either party, postpone or continue any such hearing.

Section 18. Appearance at Hearing; Oral Argument: Each party shall have the right to appear in person or by counsel in any proceeding before this Arbitration Committee. Each party shall have the right to argue orally before the Arbitration Committee. The Committee may impose reasonable time limitations on such arguments at the outset of the hearing.

Section 19. Stenographic Transcript: Either party may request that stenographic transcript be made of a hearing before the Arbitration Committee by filing a written request with the executive vice president by certified mail not less than five (5) days before the date set for the hearing. Upon receipt of a request for transcript, the executive vice president shall arrange for a duly licensed Court Reporter to be present at the hearing. The Court Reporter’s fee for appearing at the hearing shall be borne by the party requesting the transcript and may be charged against the party’s cost deposit. In the event each party files a written request for transcript, the costs shall be borne equally by them. The parties shall make their own arrangements with the Court Reporter for the purchase of a written transcript.

Section 20. Control of Procedure: The Arbitration Committee shall have exclusive control of the procedure in any proceeding before it. In exercising such control, the Committee shall conduct itself in such a manner as to guarantee each party due process of law.

Section 21. Award: The Arbitration Committee shall make an award as soon as possible after hearing. All awards shall be in writing accompanied by an opinion setting forth the grounds for the  award. The award shall be signed by the members of the Committee who support it and shall be filed with the executive vice president when it is rendered. The executive vice president shall forthwith serve, by certified mail, each of the parties with a copy of the award, of the opinion and a statement of account showing the amount owed by the parties to the Association or by the Association to the parties in the event the award becomes final and also in the event the award is appealed.

Section 22. Finality: Awards of the Arbitration Committee shall become final unless an appeal is perfected as set out in Section 23. Awards which have become final are payable by certified or cashier’s check payable to the Association no later than five (5) calendar days after the time for appeal has passed. The executive vice president shall deposit such check to the account of the Association and shall issue the Association’s check to the party in whose favor the award was rendered.

Section 23. Notice of Appeal; Filing; Payment of Deposits: Awards of the Arbitration Committee may be appealed to the Arbitration Appeal Committee by filing a written notice of appeal with the executive vice president within ten (10)calendar days of the date of the appealing party’s (Appellant’s) receipt of the notice of the award of the Arbitration Committee. The notice of appeal must be accompanied by a certified or cashier’s check payable to the Association in the amount of the award and by a certified or cashier’s check in the amount of the Arbitration Appeal Deposit required by Section 11 of these rules. In lieu of a certified or cashier’s check in the amount of the award, the appellant may deliver to the executive vice president a good and sufficient surety bond to be approved by the executive vice president, and made by a corporate surety licensed to do business in Texas, and payable to the Association in a sum equal to the amount of the award, conditioned that the Appellant shall prosecute this appeal with effect, and in case the award of the Arbitration Appeal Committee shall be against him, he shall perform its award and pay all sums awarded in full. The executive vice president shall forthwith serve a copy of the Notice of Appeal upon the other party (Appellee) by certified mail. The Appellee shall, within seven (7) calendar days of his receipt of the Notice of Appeal, transmit to the executive vice president, a certified or cashier’s check payable to the Association in the amount of the Arbitration Appeal  deposit required by Section 11. The funds deposited by the Appellant in the amount of the award shall be used by the Association to satisfy the award in the event the award is affirmed by the Arbitration Appeal Committee.

Section 24. Time for Appeal; Notice to Parties: Upon receipt of the Appellee’s Arbitration Appeal Deposit, the executive vice president shall inform the Arbitration Appeal Committee that an award of the Arbitration Committee has been appealed to it. The Arbitration Appeal Committee shall thereupon set a time and place for hearing of the appeal. The time for such hearing shall, in no case, be sooner than thirty (30) days after the date of the receipt of the Appellee’s Arbitration Appeal Deposit. Each of the parties shall be given notice of the time and place of hearing at least ten  (10) days prior to such date by certified mail. The Committee may, at the request of either party, postpone or continue any such hearing.

Section 25. Additional Evidence; Rights of Parties on Appeal: The Arbitration Appeal Committee may request additional evidence from either party to an appeal, and each party may file a brief in support of its position with the committee. The right and duties of the parties to an appeal shall be governed by Sections 18, 19, and  20 of these rules.

Section 26. Form and Rendition of Awards: The Arbitration Appeal Committee shall render an award as soon as possible after the hearing of an appeal. All such awards shall be in writing and  shall be accompanied by an opinion setting forth the grounds for such an award. The award shall be signed by all members of the Arbitration Appeal Committee who support the award, and the award shall be filed with the executive vice president. The Arbitration  Appeal Committee shall have the power to modify, alter, amend, or reverse an award of the Arbitration Committee.

Section 27. Notification of Award; Time for Payment: The executive vice president shall forthwith transmit, by certified mail, copies of the award and opinion and a statement of account to each of the parties showing the amount owed by and to the respective parties by reason of the arbitration and award. An award of the Arbitration Appeal Committee shall be payable within ten (10) calendar days of the transmittal of the award, opinion and statement of account by the executive vice president. In the event funds sufficient to pay the award have been deposited pursuant to Section 23 of these rules, the executive vice president shall issue the Association’s check to the party in whose favor the award was rendered on the tenth (10th)calendar day after the date of transmittal of the award to the parties. In the event a bond has been made pursuant to Section 23 of these rules or in the event the award has been rendered against the Appellee, the party against whom the award was rendered shall pay the statement of account rendered by the executive vice president within ten (10) calendar days of its transmittal.

Section 28. Failure to Pay Award: In the event the party  against whom an award is rendered fails to pay the award at the time and in the manner specified in Section 21 and 27 of these rules, the party in whose favor the award was rendered shall have the exclusive right to enforce the award in a Court of Competent Jurisdiction and shall have the exclusive right to bring suit on any bond filed with the executive vice president. It shall be the duty of the executive vice president, upon written request of the party in which favor the award was rendered, to deliver to such party certified copies of all documents, records, or other evidence, awards and opinions filed or required to be filed with the executive vice president in the proceeding.

 

 

Article X -Trade Rules

Section 1. Trade rules for the purchase and sale of seed items between members of the Association will be adopted by the Board of Directors.

Section 2. The Board of Directors shall adopt trade rules which are in substantial conformity with the current trade rules established by the American Seed Trade Association, however, the trade rules adopted by the Texas Seed Trade Association shall contain no provisions which conflict with any provision of these bylaws.

 

Article XI - Amendments

These bylaws may be amended or repealed by a majority vote of the voting members present and voting at any meeting of the Association, provided notice of such amendment or repeal shall have been sent by mail to each voting member at least thirty (30) days in advance of said meeting or by a majority mail ballot.

 

TRADE RULES AND USAGES OF THE AMERICAN SEED TRADE ASSOCIATION

AND THE CANADIAN SEED TRADE ASSOCIATION FOR SEEDS

FOR PLANTING PURPOSES

“NORAMSEED TRADE RULES AND USAGES”

Adopted March 1, 1978

by the Texas Seed Trade Association

Unless otherwise specified by the parties to a contract of purchase or sale, these rules shall govern the purchase and the sale of seed for planting purposes between members of the Texas Seed Trade Association, or by agreement, between non-members and members of the Association. These rules may be referred to as the  “NORAMSEED TRADE RULES AND USAGES”.

 

Rule 1 - Purchase or Sales Contract

1. A contract shall contain provisions for the following:

a. Date of contract.

b. Quantity expressed in pounds, bushels, kilos, or other  units of weight or measure.

c. Kind, description and quality.

d. Price per unit at shipping point, basing point or destination.

e. Kind of package(s) and basis of packaging.

f. Time of shipment.

g. Terms of payment.

h. Any terms or conditions which are not included in, or which are contrary to, provisions of these rules.

 

 

Rule II - Confirmation of Purchase or Sales Contract

1. Buyer and seller and, if applicable, broker, should on the day of making a contract, or as soon thereafter as possible, mail to each other a confirmation of said contract. Any variations, errors or omissions, disclosed by these confirmations, shall be immediately communicated and a confirmed correction effected. The failure of buyer or seller or broker to confirm in writing shall not in itself invalidate the contract.

 

Rule III - Purchase or Sales Contract Subject to Crop

1. Unless specifically agreed that trades are made subject to crop, in which case terms must be stated in contract, all trades are firm for the specified quantity and quality.

 

Rule IV - Quality Determination

1. The seller must declare the quality at time of shipment.

2. Unless otherwise agreed, the seed must, at the time of shipment, be sound, unadulterated (except in cases where it is the  custom of the trade for the seed to be stained, treated, inoculated, et cetera) marketable, and without bad odor so that it can be kept in bags during the normal foreseeable transport.

3. Claims on quality aspects must be made in writing within seven working days following earliest possible ascertainment of deficiency.

4. When variations occur in the tests of buyer and seller, resulting in a dispute as to the quality of seed delivered, a disinterested party, agreed to by the buyer and seller, shall draw representative samples in accordance with the sampling procedures of the Association of Official Seed Analysts. Said samples shall be thoroughly mixed and divided into sufficient number of parts to provide: one part as information sample for the buyer, one part as information sample for the seller, and one part each for such laboratory or laboratories as may be agreed upon by the buyer and  seller. If buyer and seller cannot agree on a laboratory, the disinterested party drawing the samples shall designate the laboratory. Each of said samples, after being identified and sealed, shall be mailed or delivered as aforesaid.

5. Laboratories to which samples are mailed shall be instructed to submit duplicate copies of their test to both parties to the dispute.

6.  All tests shall be made by competent analysts in the manner prescribed in the rules and regulations of the Association of Official Seed Analysts of North America in effect at the dated of contract.

7. The result of the tests by the agreed or designated laboratory or laboratories shall be decisive as to the dispute.

8. Seller may not apply tolerances at time of shipment. Unless otherwise specified in the contract, tolerances as defined in the U.S. Federal Seed Act or under Canada Seeds Act respectively, in effect at date of contract, shall apply on tests, made of samples drawn of the seed at destination; however, in assessing damages, the seller loses the benefit of tolerances if these are exceeded.

9. Terms such as “minimum”, or “better”, or “less than”, “not to exceed”, et cetera, mean that no tolerances apply.

10. If the seed fails to meet contractual specifications, the following procedures apply:

A. Seller has the option to:

a. Pay reasonable compensation agreeable to buyer.

b. Replace the seed, at no further cost to buyer,

provided this can be done within the contract shipping period or within (10) ten working days of the seller having been notified of failure of the seed to meet contractual specifications.

B. If seller does not comply with terms of paragraph A above, buyer has the option to:

a. Refuse the seed.

b. Accept the seed and claim compensation.

c. Refuse the seed and claim damages.

d. Demand prompt replacement.

11.  Definitions:

A. A “Representative Sample” is a sample of a lot of seed which shall accurately represent the identical lot from which the sample was drawn.

B. “Type Sample” is a sample which must approximately conform to the delivery sample in characteristics, such as size of seed, color, cleanliness and approximate weed content and foreign matter content.

C. “Clear Tag”: The term “Clear Tag” for any named state or states shall mean that a purity analysis and noxious weed examination of a representative sample by a competent analyst, as prescribed in Rule IV, Section 6, disclosed no weeds which must be stated on the label to comply with the seed laws of the named state or states in effect at the date of contract.

D. “Tagged to Comply” or “Legal For”: These terms mean that a purity analysis and germination analysis and noxious weed examination of a representative sample by a competent analyst, as  prescribed in Rule IV, Section 6, discloses the seed complies with the minimum quality standards of the seed laws of the named state or states in effect at the date of contract.  (In connection with paragraphs C, and D, above, the term: “Eastern States”: is frequently used.  This term comprises the following states; Connecticut, Delaware, District of Columbia, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Virginia, Vermont and West Virginia).

E.“Canadian Grade” shall be as defined by the Regulations and quality standards of the Canada Seeds Act in effect at the date of the contract.

F. “Free Of”: The term “Free Of” shall mean that no seed of the named weed seeds or other named seeds will be present in a representative sample of the size prescribed under minimum weight for Noxious Weed Seed Examination in the seed testing rules of the Association of Official Seed Analysts of North America in effect at the date of contract.

G. “F.A.Q.” means “Fair Average Quality” for a named crop and specified year.

 

Rule V - Terms of Payment

1. The terms of payment shall be specified in the contract; otherwise, net cash against documents on first presentation.  Collection charges on drafts, if any, shall be for seller’s account.

2. Whenever the buyer is unable to obtain possession of the bill of lading and necessary shipping documents, through no fault or failure on his part, he shall be reimbursed by the seller for any charges thus incurred.

3. It is not permissible to withhold payment of offset claims. In all cases, payment must be made in full when due.  Payment does no constitute acceptance or fulfillment of contract.

 

Rule VI - Shipment

1. The term “Shipment” shall mean delivery for transportation as evidenced by a bill of lading or transportation receipt.

2. “Instant” shall mean shipment with twenty four (24) hours.

3. “Immediate” shall mean shipment within three (3) days.

4. “Prompt” shall mean shipment with ten (10) days.

5. “Time of Shipment”: The time mentioned above means working days at point               of shipment, beginning from date of contract, which is date when agreement               was reached.

6. “Seller’s Option”: Unless otherwise specified, shipment within terms of contract shall be at the seller’s option.  Buyer must give shipping instructions in time to enable seller to ship when he desires, failing which buyer shall be liable for damages.

7. “Buyer’s Option” Unless otherwise specified, buyer must allow seller ten (10) working days from seller’s receipt of instructions, and buyer must issue instructions so that they are received by seller a minimum of ten (10) working days prior to expiration of contract shipping terms.  In the absence of instructions as required above, buyer shall be liable for damages.

 

Rule VII - Packaging

1. Unless otherwise specified, sacks or bags shall be new, and of suitable quality.

2. PACKAGING NOT SPECIFIED: In the absence of any specific stipulations in the contract of sale or purchase applying to the type of package or packaging, it will be presumed that seeds will be packed net even weight in new single sacks or bags for which there will be no charge.

3. “SACKS OR BAGS INCLUDED” or “GROSS FOR NET” shall mean single sacks or bags, weighed in, no extra charge being made for sacks or bags.

4. “SACKS OR BAGS EXTRA” shall mean seeds are packed “NET WEIGHT,” and sacks or bags shall be charged for at market value at date of contract.

5. “NET WEIGHT, BAGS FREE” shall mean that seeds are packed “NET WEIGHT,” in single sacks or bags, and there will be no charge for such single sacks or bags.