RI CANNABIS ASSOCIATION

BY-LAWS


ARTICLE I – NAME  The name of the organization shall be the Rhode Island Cannabis Association (RICA). The Association shall be incorporated as a 501(c)(6) trade association.   

ARTICLE II – PURPOSE (MISSION) The Rhode Island Cannabis Association is a non-profit organization of licensed cannabis cultivators, promoting a professional and responsible legal cannabis industry in Rhode Island. RICA will strive to  inform, advocate, educate and serve the Rhode Island community, at large.    

ARTICLE III – GOVERNANCE  Section 3.1 - Governing Body  The Association will be governed by a body of elected officers.    Section 3.2 - Executive Committee  The Executive Committee shall conduct the business of the Association. The Executive Committee shall be comprised of the President, Vice-President, Treasurer, Secretary and PR/Marketing as elected officers.    Section 3.3 - Qualifications for Office  Candidates for elected office must be individual or organizational members in good standing who are willing and able to fulfill the duties of said office, as defined in the Bylaws.    Section 3.4 - Election of Officers  The election of officers shall take place yearly, at the month of May Business Meeting, or by any medium permitted by applicable law in the state of incorporation. Successful candidates must receive an affirmative vote of a majority of the members in good standing and voting.    Section 3.5 - Terms of Office  Elected officers shall serve a one-year term and may not serve for more than two elected consecutive terms in the same office. Elected officers shall assume the duties of office effective June 1st of the year in which they are elected.    Section 3.7 - Vacancy of Office  If any elected office, with the exception of the Presidency, becomes vacant during the one-year term, the President will appoint a temporary replacement from organizational members, or individual members in good standing, to serve until a special election shall take place. A special election must be announced to the voting membership, no less than, thirty (30) days before it shall take place. The announcement must list names of nominees of members in good standing who are willing to fill the vacant office. If the President cannot serve, the Vice President will serve until the President can return to office, or the next election, whichever comes first.    Section 3.8 - Discredit by Officers  Any elected Executive Committee member who brings discredit upon the Association, or fails to perform stated responsibilities as set forth in the Bylaws, may be removed upon recommendation of the Executive Committee by an affirmative vote of a majority of the Association voting members. Appointed members of the Executive Committee serve at the pleasure of the President and may be removed for good cause by the President.    Section 3.9  - Conflict of Interest  Each Executive Committee member and shall sign a Conflict of Interest Disclosure Statement when installed. Once in office, Executive Committee members are required to disclose any possible or potential conflict of interest to the Executive Committee at the time that the conflict occurs. The Executive Committee shall have the power to suspend or remove its members whose actions are inconsistent with the requirements of this section.    

ARTICLE IV – ORGANIZATIONAL STRUCTURE AND STATUS    Section 4.1 - Fiscal Year  The Association's fiscal year shall commence on July 1 and conclude on June 30. The Treasurer shall give quarterly budget reports at Association meetings in September, December, March, June. The June report will be a year-end report.   Section 4.2 - Membership Dues  The Association shall collect yearly dues from members. Dues will be paid in full at the start of each fiscal year. Dues will be determined and voted on yearly by Association members in good standing. Only members current in dues shall be eligible to vote, eligible for membership cards and any rights and privileges of the Association.    Section 4.3 - Pro-rated Dues  Memberships may be accepted anytime during the fiscal year with pro-rated dues. Members who join the Association with pro-rated dues will be expected to pay full year dues at the start of the following fiscal year, no matter when during the previous year they joined.     

ARTICLE V – MEMBERSHIP   Section 5.1 - Overview  Members in good standing shall be defined as those members within any of the membership categories listed in this Article who have paid dues in the current fiscal year.    Section 5.2 - Organizational Memberships  Members and staff of RI licensed cultivation companies may join the Association as Organizational Members. Organizational members are entitled to all member benefits, and are eligible to vote, serve on standing or ad hoc committees and serve on the Executive Committee.    Section 5.3  - Associate Memberships  All organizations, support services, researchers and individuals who support the mission of the Association may apply for associate membership. Associate members will be entitled to all benefits of the Association, and may serve on standing or ad hoc committees, however they shall not be eligible to vote or serve on the Executive Committee.    Section 5.4 - Corporate Memberships  All business entities wishing to support the mission of the Association may apply for corporate membership, and will be entitled to all benefits of the Association, and may serve on standing or ad hoc committees, however they shall not be eligible to vote or serve on the Executive Committee.        Section 5.6 Presidential Membership  Any individual who has previously held the office of President of the Association shall become a lifetime member. Presidential members are entitled to all member benefits and are eligible to vote, may serve on standing and ad hoc committees, and shall be eligible to serve on the Executive Committee as appointed by the President.    Section 5.7 - Discredit By Members  Any member who brings discredit upon the Association may be removed upon an affirmative vote of the Executive Committee.    

ARTICLE VI – ASSOCIATION MEETINGS    Section 6.1 - Monthly Meetings Association meetings will take place on the third Thursday of each month. Association members in good standing may have input on monthly agenda items. Requests for agenda items must be submitted to the Secretary, no later than, two weeks before the monthly meeting. The Secretary will present requests to the President, and the President must give approval, before adding to the monthly agenda.   Section 6.2 - Special Meetings  Special meetings of the members may be called either by the President, the Executive Committee, or by not less than one-half of the members having voting rights. Special meetings called by the membership shall be submitted to the Secretary of the Executive Committee, in writing, with documentation of those petitioning the meeting. The Secretary will present the petition to the other members of the Executive Committee.   Section 6.3 - Notice of Meetings  Each member in good standing shall be provided notice stating the place, date and hour of any meeting as prescribed in the Bylaws.    Section 6.4 - Quorum of Membership  A Quorum shall be constituted by 50% of the membership eligible to vote. An affirmative vote shall constitute a majority of those members present and voting at a meeting at which a quorum is present.    Section 6.5 - Voting Each organizational member company will count as one vote. An organizational member company may request time to caucus before voting. The Executive Committee may table a discussion and allow to delay a vote within a reasonable, agreed to, period of time, to allow a company to caucus. No organizational member, or member of the Executive Committee, may block voting on any issue by request of continued caucus. Voting must happen by the end of initial, agreed to delay; whether it be in that same meeting or by the following meeting.   

ARTICLE VII – COMMITTEES    Section 7.1 - Standing Committees  The President shall appoint standing committee chairpersons, unless otherwise noted. Members of the committees shall be members in good standing of the Association, representative of the Association membership and their respective regions or sections if practicable, and are subject to the approval of and serve at the pleasure of the President. Each Standing Committee shall be charged with responsibilities by the Executive Committee and report their activities at the monthly Association Meeting.    Section 7.2 - Ad Hoc Committees  The President and Executive Committee may authorize ad hoc committees to fulfill the vision and mission of the Association. The President shall appoint the chairperson and members of each committee. Members of the ad hoc committees shall be representative of the association’s membership and are subject to the approval of and serve at the pleasure of the President. Members of ad hoc committees may be appointed from a field of expertise and do not need to be members of the Association. Each Ad Hoc Committee shall be charged with responsibilities by the President and/or the Executive Committee.      

ARTICLE VIII – AMENDMENTS    Section 8.1 - Revisions  Proposed amendments to the Bylaws must be submitted in writing, to or by, the Executive Committee. Copies, along with the Executive Committee’s recommendation and supporting rationale, shall be distributed to all Association members in good standing within at least 60 days of receipt. Voting on proposed amendments shall take place within 30 days under procedures adopted by the Executive Committee in any medium permitted by applicable law in the state of incorporation.    Section 8.2 - Revision Vote Requirements  The Bylaws may be amended by a two-thirds majority vote of Association members voting on the proposed amendment, provided that at least a quorum of members cast votes.    Section 8.3 - Effective Date of Change  Amendments so approved shall become effective immediately, unless otherwise stipulated.    

ARTICLE IX – INTERPRETATION OF THE BYLAWS    The Executive Committee shall have power to interpret the Bylaws.    

ARTICLE X – RULE of ORDER    Executive Committee and Membership meetings shall generally be conducted in accordance with Robert’s Rules of Order.    

ARTICLE XI – EMOLUMENTS    The Association shall not pay a salary to any member of the Executive Committee or to a member of any committee for his or her services as such. Any stipends or expense reimbursements may be made upon approval of the President or Executive Committee.