CONSTITUTION and BYLAWS

Of The

NORTH AMERICAN WEED MANAGEMENT ASSOCIATION

ARTICLE I NAME

The name of this organization shall be: North American Weed Management Association,

hereafter referred to as NAWMA or Association.

ARTICLE II MISSION STATEMENT

The mission of NAWMA is to provide education, regulatory direction, professional

improvement, and environmental awareness to preserve and protect our natural resources from

the degrading impacts of exotic, invasive noxious weeds.

ARTICLE III

OBJECTIVES

Sec. 1.

To foster cooperation among noxious weed managers, throughout North America

in the exchange of information, education, training, weed management practices,

programs and technologies.

Sec. 2.

To empower North American noxious weed managers by improving their

professionalism and the image of noxious weed managers.

Sec. 3.

To assist in the development of uniform international, national, provincial and

state weed management legislation and regulation.

Sec. 4.

To foster cooperation and involvement in noxious weed management among

federal, provincial, state, municipal district, county and private land managers

throughout North America.

Sec. 5.

To coordinate enforcement in noxious weed management among federal,

provincial, state, municipal, district, county and private land managers.

Sec. 6.

To promote the funding of weed management projects, research and programs

that are international, national, or regional in scope and effectiveness.

ARTICLE IV

MEMBERSHIP

Section 1.

Regular Member - Any public professional weed manager or any person who is

interested in education, regulatory direction, professional improvement and

environmental awareness to preserve and protect our natural resources from the

degrading impacts of exotic, invasive noxious weeds.

Section 2.

All Regular Members may vote in the business of the Association.

Section 3.

Sustaining Member - Any person, business, agency, organization, corporation, or

other entity who meets the definition described under Article IV, Sec. 1 and who

desires to support the Association by financial contribution greater than a Regular

Membership fee. Any entity that joins the Association as a sustaining member is

entitled to participate in the Association as one (1) full regular member equal to

one (1) Regular Membership. The Sustaining Member entity may designate their

representative at their discretion to attend Association functions.

Section 4.

Sustaining Member Categories and Benefits

A.

$100 Level - Special recognition at Annual Conference & Trade Show.

B.

$250 Level - Special recognition at Annual Conference & Trade Show

AND a special listing in each issue of the Association newsletter.

C.

$500 Level – Special recognition at Annual Conference & Trade Show

AND a special listing in each issue of the Association’s newsletter AND

One complimentary booth registration at Association’s Annual

Conference & Trade Show.

D.

$1,000 or Above Level – Special recognition at Annual Conference &

Trade Show AND a special listing in each issue of the Association

newsletter AND one complimentary booth registration at Association

Annual Conference & Trade Show AND one complimentary golf

tournament registration at Association’s Annual Conference & Trade

Show Golf Tournament.

ARTICLE V

DUES

Sec. 1.

Membership dues shall be set annually by the Board of Directors for voting and

affiliate members.

Sec. 2.

All memberships shall be from January 1 to December 31.

Sec. 3.

Any voting member, whose dues are not paid in full, shall not be allowed to vote

at the NAWMA annual meeting.

ARTICLE VI

MEETINGS

Sec. 1.

The regular annual meeting of the Association shall be at the same time and place

as the annual conference to consider official business of the Association and to

receive committee reports.

Sec. 2.

Special meetings of the Association shall be upon call of the President with

notification of all board members.

Sec. 3

A Board Member must inform the President and the Secretary/Treasurer

when he/she will not be attending a Board Meeting or a Board Conference

Call. At the beginning of such meeting the Board will officially excuse the

Board Member and it will be recorded in the minutes by the

Secretary/Treasurer. Failure to notify the President and the

Secretary/Treasurer will result in the said Board Member receiving an

unexcused absence. After a total of three (3) unexcused absences the

Board of Directors, with a majority vote, can remove the said Board

Member from the Board of Directors.

Page 2 of 5

ARTICLE VII BOARD OF DIRECTORS

Sec. 1.

The Board of Directors shall be comprised of 11 members including the executive

officers.

Sec. 2.

The Board of Directors shall be elected by simple majority of voting members at

the annual meeting.

Sec. 3.

Board members shall be elected for two – year terms and may serve for no more

than two consecutive terms. Board members may be elected to additional terms

after they have been off the Board for one year.

Sec. 4.

Board members shall serve staggered terms on a five member, six member

rotating basis.

Sec. 5.

No more than two Board members may be elected from the same state or

province.

Sec. 6.

The Board of Directors shall fill any mid – term vacancies with someone from the

same state or province as the departing Board member.

ARTICLE VIII OFFICERS

Sec. 1.

Officers of the Association shall consist of President, Vice President and

Secretary/Treasurer.

Sec. 2.

These officers shall represent three separate states or province.

Sec. 3.

All officers of the Association shall be elected by members of the Board of

Directors at the annual meeting. All officers shall be elected from among the

Board of Directors.

Sec. 4.

President shall serve a one-year term with the Vice President following in

succession. The past president shall become a voting ex-officio member. This

past president (ex-officio) will serve a one-year term the year immediately after

the president completes his or her term of office. All other officers shall serve

one-year terms and may be re-elected for no more than one additional consecutive

term.

Sec. 5.

Vacancies of officers shall be filled by election from among members of the

Board of Directors.

Sec. 6.

An executive director shall be hired to serve in an ex-officio capacity as the

Keeper of Documents and Records for the Association. The executive director

shall be selected by the officers of NAWMA with approval of two – thirds

majority vote of Board members present. The executive director shall not be a

voting member or the Board of Directors. He shall advise, inform and keep

records for the Board and Association.

Page 3 of 5

ARTICLE IX

DUTIES OF OFFICERS

Sec. 1.

The president shall preside at all meetings of the Association and at all meetings

of the Board of Directors. The president shall appoint committees as are

necessary.

Sec. 2.

The vice president shall serve in the absence of the president. He shall be in

charge of the Constitution and Bylaws and see that they are maintained in an up-

to-date order.

Sec. 3.

The secretary/treasurer shall record the minutes of all Board of Directors and

annual meetings and act as chairman of the Audit Committee.

Sec. 4.

The new officers, each year, shall assume their duties immediately at the close of

the official annual meeting.

ARTICLE X

COMMITTEES

Sec. 1.

The president, in consultation with the Board, may appoint such committees as he

or she deems necessary to assist in carrying out the objective of the Association.

ARTICLE XI

QUORUM

Sec. 1.

A quorum shall consist of those members present at the date and time of the

annual business meeting.

Sec. 2.

A quorum of the Board of Directors meeting shall consist of a majority of the

Board of Directors.

ARTICLE XII AMENDMENTS

Sec. 1.

The Constitution may be amended by two-thirds vote of the members present at

the annual business meeting. A copy of all proposed amendments shall be

presented to all members at the annual business meeting when final action will be

taken on the proposed amendments.

ARTICLE XIII AUDIT

Sec. 1.

Accounts of the Association must be audited by an Audit Committee previous to

the annual business meeting.

Page 4 of 5

ARTICLE XIV REVISED CONSTITUTION AND BYLAWS

Sec.1.

Upon adoption by the required two-thirds votes of the members present at the

annual business meeting, this Constitution and Bylaws of the North American

Weed Management Association shall become final.

Sec. 2.

All articles, sentences, sections, or portions thereof, any and all previous copies of

Constitutions and Bylaws conflicting with any article, section, or portion of this

Constitution and Bylaws, shall be amended and nullified.

Sec. 3.

This Constitution and Bylaws shall have precedence over any and all previous

Constitution and Bylaws of the North American Weed Management Association.

This Constitution and Bylaws were approved by the Board of Directors on April 22, 1993, and

Adopted by the North American Weed Management Association at the annual meeting in Fort

Collins, Colorado, on September 3, 1993.

This Constitution and Bylaws were amended by the Board of Directors on September 27, 2010,

and Adopted by the North American Weed Management Association at the Annual Meeting in

Pueblo, Colorado on September 30, 2010.

Signed: Greg Hensel

President

Signed: Fred Raish

Vice President

Signed: Patricia Rawlek

Secretary/Treasurer

Signed: Mike J. Friesen

Executive Director

Page 5 of 5