Article I
Name
The name of this organization shall be
The Maine Pork Producers Association.
Article II
Purpose
The purpose for which the corporation is organized is to give state
direction to and to do any and all things to improve or increase the
quality, production, distribution and sale of pork and pork products,
and to do any lawful act or conduct any lawful business which
corporations organized under Chapter______, Code of Maine, may do or
conduct. However, this Association shall not conduct or carry on any
activities not permitted to be conducted or carried on by an
organization exempt under Section 501 (c)(5) of the Internal Revenue
Code and its regulations as they now exist or as they may hereafter be
amended. The official office address shall be located in Maine and the
registered agent for the Association shall be designated by the board of
directors and included in the policy and procedure manual.
Article III
Membership
Section 1. Voting Members
An individual who is interested in promoting the
Maine pork industry, who is actively engaged in the production of
porcine animals in Maine during the previous 2 years, is eligible to
become a voting member of the Association. An individual is actively
engaged if the individual is an owner, operator, contract feeder,
manager or employee of an enterprise involved in the production of
porcine animals. The Board of Directors shall determine the membership
dues, which must be received by the date of the annual meeting.
Section 2. Nonvoting members
A person with an interest in the pork industry may become an associate
or allied member. “Person” includes an individual, company or other
organization.
Article IV
Board of
Directors
Section 1. Composition.
The Board of Directors shall consist of five (5) individuals elected by
the membership at the annual meeting of the corporation from the
at-large voting membership of the Association. (Retiring clause
following the initial election of the Board of Directors: At the initial
meeting of the Association 2 Directors shall be elected to 3 year terms,
2 Directors shall be elected to 2 year terms, and 1 Director shall be
elected to a one-year term.)
Section 2. National Directors
The following shall serve ex-officio on the
Maine Pork Producers Association Board of Directors:
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A person selected by the National Pork
Producers Council to serve on the National Pork Producers Council
Board of Directors who resides in Maine.
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A
person selected by the National Pork Board delegate body to serve on
the National Pork Board who resides in Maine.
Section 3. Nonvoting
Directors
The following people will serve as nonvoting
ex-officio directors:
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The Maine Secretary of Agriculture or their
designee.
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The Dean of the Maine College of Agriculture.
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Any other person appointed by the Board.
Section 4. Qualifications
To serve as a voting director, an individual must be a Maine resident
who is a voting member of the Association.
Section 5. Term and limitation of terms
Members elected to the Board of Directors shall serve three- year terms.
There is no limitation on the number of terms a director may serve on
the Board of Directors.
Section 6. Vacancy
A Vacancy in the Board of Directors may occur as a result of
Resignation, death or by Board Resolution if a director misses two or
more consecutive board meetings. A vacancy shall be filled by the Board
of Directors until the next annual meeting when a director will be
elected to fill the remainder of the unexpired term.
Section 7. Powers
The affairs of the Association will be managed by the board of
directors. The board will be ultimately responsible for establishing the
Association’s policies and exercising its powers.
Section 8. Meetings
Board Meetings: The president or any three
members of the board may call board meetings, and specify the time and
place of such meetings. A quorum will consist of a majority of the
members of the board of directors. The Board of Directors shall
determine the time and number of meetings during the calendar year.
Annual or Special Meetings of the membership:
The Board of Directors of the Association shall annually call a meeting
of the membership. The Board of Directors or the President may call a
special meeting of the membership provided the notice of such meeting
shall be sent to the members of record 30 days prior to the meeting.
Only voting members of the Association may vote at any annual or special
meeting of the Association. All Association membership meetings shall be
open to any interested parties to address the annual or special meeting,
but the President may limit individual comments to the time allotted for
the meeting. Any Annual or special meeting notice shall include the
purpose or purposes of the meeting and a proposed agenda.
Quorum: At least one third of the membership of record must be in
attendance to constitute a quorum at any annual or special meeting of
the Association.
Section 9. Notice
Notice of the time and place of each board meeting will be given at
least 10 days before the meeting. Notice may be given by telephone or by
mail, and a mailed notice will be considered given when it is mailed.
Attendance at a meeting constitutes waiver of notice of the meeting.
Section 10. Officers
The Association shall have the following
officers:
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President. This person is the chief elected
officer of the Association. The president will chair meetings of the
board of directors and the membership, and will have those other
duties customarily associated with the office. The President will
sign all legal agreements and contracts of the Association.
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Vice-President. This person will perform the
duties of the president in the president’s absence, and assist the
President and the Board with any duties assigned to him.
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Secretary. This person will record the
proceedings of all meetings of the Association, shall be responsible
for giving notices as required by these Bylaws or at the direction of
the President or 3 members of the board of directors. Shall be
responsible to keep and read the minutes, file copies of Annual and
Special meetings of the membership, meetings of the Board of Directors
and Committees and will handle Association correspondence.
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Treasurer. This person will be responsible for
the financial records of the Association and will maintain a proper
record of all accounts including income and expenses, receive and keep
a list of dues paying members, preparation of checks, financial
reports and retain invoices for the Association. Prepare financial
reports for the Board of Directors and any meetings of the membership.
Each officer will serve a one-year term
commencing immediately after the annual meeting of the Association.
Officers will be elected at the annual meeting by the membership
following the election of the members of the board of directors. In case
of a vacancy in an officer position the board of directors may fill the
vacant officer position until the next annual meeting.
Section 11. Committees
The board of directors may establish committees and specify their
duties. The board of directors shall recommend and approve the chair
and members of committees of the Association.
Section 12. Finances
The board will determine the contents of the annual report to the
membership. The board will designate the banks and other investments in
which the Association’s money will be deposited or invested. The board
will designate the persons authorized to withdraw funds from accounts,
including those authorized to sign checks. The Association’s fiscal year
will be the calendar year.
Section 13 Indemnification
The Association will indemnify its directors, employees, former
directors and former employees to the full extent and in the manner
provided in Maine law. This includes actions by these individuals in
their capacities as Association officers, members, or committee members.
Section 14. Policy and Procedure Manual
The Board of Directors shall maintain and
annually review the Policy and Procedure Manual for the Association. The
manual will contain various provisions regarding policies, procedures,
agreements and other management policies of the organization.
Section 15. Parliamentary
Authority
The rules contained in the current edition of
Robert’s Rules of Order Newly Revised
Shall govern the proceedings of the Association in all cases not
provided for in these Bylaws or other rules of the Association.
Section 16. Amendment of
these Bylaws
These Bylaws may be amended at any regular or special meeting of the
membership provided that 60 days prior to the meeting any proposed bylaw
amendments are submitted to the board of directors. In order to be
submitted the bylaw amendments must be postmarked to all members of the
board of directors. Any bylaw amendment must be approved by a 2/3rd’s
(two-thirds) vote of the members present at the meeting that is a
qualified quorum.
