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Maine Pork Producers Association

CONSTITUTION AND BY-LAWS

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. ďPersonĒ 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:

  1. A person selected by the National Pork Producers Council to serve on the National Pork Producers Council Board of Directors who resides in Maine.

  2.  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:

  1. The Maine Secretary of Agriculture or their designee.

  2. The Dean of the Maine College of Agriculture.

  3. 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 Associationís 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:

  1. 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.

  2. Vice-President. This person will perform the duties of the president in the presidentís absence, and assist the President and the Board with any duties assigned to him.

  3. 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.

  4. 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 Associationís 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 Associationís 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 Robertís 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 2/3rdís (two-thirds) vote of the members present at the meeting that is a qualified quorum.