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BYLAWS OF THE
PENNSYLVANIA STATE COUNCIL
OF FARM ORGANIZATIONS
Further Amended March 22, 2004
Article I - Name
Section 1. The name of this
association shall be “The Pennsylvania State Council of Farm
Organizations.”
Article II - Purposes
Section 1. The purposes of this
association are : (1) To promote the welfare of agriculture in
Pennsylvania by bringing together in the Council, farm organizations
of state-wide activity or influence for the study, discussion, and
solution of mutual problems; (2) To sponsor and support constructive
legislation which will be valuable and helpful to Pennsylvania
agriculture and to farmers’ agencies which are working for a better
agriculture.
Article III - Membership
Section 1. Classes of Membership.
There shall be two classes of membership in the Council.
a. Active members shall be non-profit
trade associations, commodity groups, agricultural cooperatives,
farm alliances, and similar organizations with statewide activity or
interest in Pennsylvania agriculture and agribusiness.
b. Associate members shall be any
private organization or company with an interest in the issues
relating to agriculture and agribusiness in Pennsylvania.
Section 2. Membership Approval. The
Executive Committee shall approve applications for membership which
include information that establishes the applicant’s eligibility for
membership.
The Secretary-Treasurer shall review
all applications for membership to determine if the membership
criteria are met and appropriate dues are paid. The application
shall then be submitted to the Executive Committee for action at its
next meeting at which a quorum is present. The Council membership
shall be notified periodically of all new memberships approved.
Section 3. Dues. The Executive
Committee shall set membership dues for each year, with ample notice
to the Council membership body prior to the beginning of the dues
year. The Executive Committee shall establish procedures for the
payment of dues.
Section 4. Each member organization
whose dues have been paid for the current year shall be entitled to
one vote in the affairs of the Council, and shall designate one
representative who shall be empowered to vote for said member. In
all matters of policy and as otherwise provided in these by-laws,
the rule of unanimity shall apply.
Section 5. Termination. Membership in
the Council may be terminated for non-payment of dues or upon
written notice to the Secretary-Treasurer of intention to withdraw.
Article IV - Officers
Section 1. Officers The officers shall
be a President, a Vice-President, and a Secretary-Treasurer who
shall be elected at the annual meeting of the council by a majority
vote of all Active and Associate members represented and eligible to
vote.
Section 2. Qualifications. Only those
individuals who represent Active Members of the Council shall be
eligible to serve as an officer.
Section 3. Tenure. The term of office
for President, Vice-President and Secretary-Treasurer shall be one
year. They shall not be eligible to serve more than two terms in
succession.
Section 4. Vacancies shall be filled
by the Executive Committee as soon as practicable after the vacancy
has occurred. The Executive Committee shall elect the person to fill
the vacancy at a regular or special meeting of the Committee.
Article V - Executive Committee
Section 1. Composition. The Executive
Committee shall consist of twelve members, including the three
officers and nine other individuals elected at the annual meeting by
a majority vote of all members represented and eligible to vote.
Section 2. Qualifications. Only those
individuals who represent Active or Associate Members of the Council
shall be eligible to serve on the Executive Committee. No member
shall have more than one representative serving on the Executive
Committee at any one time.
Section 3. Tenure. The term of office
for the nine Executive Committee members who are not President,
Vice-President, and Secretary-Treasurer shall be three years; these
members shall not be eligible to serve more than two terms in
succession. The term for one-third of these members shall expire at
each annual meeting.
Section 4. Quorum. A majority of the
Executive Committee members shall constitute a quorum at any meeting
of the Executive Committee.
Section 5. Vacancies occurring on the
Executive Committee other than for President, Vice-President, or
Secretary-Treasurer shall be filled as soon as practicable by the
Executive Committee after the vacancy has occurred. The Executive
committee shall elect the person to fill the vacancy at a regular or
special meeting of the Committee. Persons so chosen shall fill the
unexpired term of their predecessor.
Section 6. Executive Committee.
Regular meetings of the Executive Committee shall be called at such
times and places as the President may direct. At least one regular
meeting of the Executive Committee shall be held between the annual
meeting and June 30. Special meetings of the Executive Committee may
be called by the President or by a majority of those persons
currently serving on the Executive Committee. Such meetings shall be
held at such time and place as the President or the majority of
Executive Committee members may direct. Written or printed notices
of each meeting shall be mailed to each Executive Committee member
not less than five days before such meeting.
Article VI - Duties of Officers
Section 1. The President shall preside
over all meetings of the Council; call special meetings of the
Council and of the Executive Committee, and perform all acts and
duties usually required of the Chief Executive Officer.
Section 2. The Vice President, in the
absence, disability or refusal of the President shall perform all
the duties of that office until a President is elected.
Section 3. The Secretary-Treasurer
shall keep a record of all meetings of the Council of the Executive
Committee; shall serve all notices and calls of meetings, and
perform such other duties as may be directed by the Council, or by
the Executive Committee; shall have custody of the funds of the
Council, pay there-from all bills which have been authorized by the
annual budget or by the Executive Committee, keep a full and
accurate record of all financial transactions of the Council in a
book belonging to the Council, and shall deliver such book and any
other property of the council to his successor in office when the
same shall have been duly elected and qualified. A full report of
all receipts and disbursements of the funds of the Council shall be
made at the annual meeting or whenever requested by the Executive
Committee.
Section 4. A proposed annual budget
shall be prepared and submitted to the Executive Committee within a
reasonable time after the annual meeting as will allow the Executive
Committee sufficient time to manage the financial affairs of the
Council during the fiscal year. The Executive Committee shall
approve a final budget no later than six months following the annual
meeting.
Article VII - Duties of the Executive
Committee
Section 1. The Executive Committee
shall serve as the Council’s decision-making authority between
Council meetings. The Executive Committee shall exercise its
influence to obtain the passage of such legislation and take such
other action as has been approved at a meeting of the Council. The
Executive Committee shall not have the power or authority to borrow
money or incur debt on behalf of the Council, or to create any
financial obligation that would cause total financial obligations of
the Council to exceed the Council’s total current funds.
Section 2. The Executive Committee
shall pass upon the admission of organizations as provided in
Article III, Section 2.
Section 3. The Executive Committee
shall have authority to elect such other Officers as they deem
necessary and an assistant Secretary-Treasurer may be appointed by
the Executive Committee.
Article VIII - Committees and
Administrative Personnel
Section 1. A nominating committee
comprised of three members shall be appointed by the President at
least fifteen days prior to annual meeting. The duly appointed
nominating committee shall name a slate of nominees to include the
President, Vice-President, Secretary-Treasurer and such other
members of the Executive Committee whose term expires, but such
nomination shall not prevent nominations from the floor.
Section 2. A resolution committee
shall be convened at least fourteen days prior to the annual
meeting. The President shall appoint a person to serve as chairman
of the resolutions committee, and may appoint other persons to serve
on the committee. In absence of appointment of other persons to
serve on the committee, each member organization shall be entitled
to have one representative serve on the committee.
Section 3. Other committees may be
appointed by resolution of the Council or of the Executive
Committee. Any such Committee shall automatically be discharged upon
the completion of its duties or in any event, at and upon the
election of Officers and the Executive Committee at the annual
meeting.
Section 4. The Executive Committee may
appoint or employ one or more persons to assist in the exercise of
any powers which may be performed or the performance of any duties
required to be performed by the Executive Committee or any Officer.
Compensation to be provided to a person so appointed or employed
shall be established by action or resolution of the Executive
Committee. Any person so appointed or employed serves solely at the
pleasure of the Executive Committee, and may be removed at any time
by action or resolution of the Executive Committee, with or without
cause. A person so appointed or employed shall not exercise any
power or perform any duty that is authorized or required to be
exercised or performed by the Executive Committee or by any Officer
without the express consent of the Executive Committee or such
Officer. The person so appointed or employed shall, upon request,
provide to any Executive Committee member or any Officer any of the
Council’s books, records, or other related documents in such
person’s custody or possession.
Article IX - Meetings
Section 1. The annual meeting of the
Council shall be held not later than sixty (60) days after close of
fiscal year at such time and place as the Executive Committee may
direct.
Section 2. Special Meetings. Special
meetings of the membership of the Council shall be called by a
majority of persons currently serving on the Executive Committee or
by the request of a majority of the members. Written or printed
notices of each such meeting shall be mailed to each member not less
than five days before such meeting.
Section 3. Notices. Written or printed
notices of each annual meeting shall be mailed to each member not
less than thirty days before such meeting. Notices shall also be
mailed to the Secretary of the Pennsylvania Department of
Agriculture; the Dean of the College of Agricultural Sciences at
Penn State University; the Director of Penn State Cooperative
Extension; the Dean of the School of Veterinary Medicine at the
University of Pennsylvania; the Academic Dean of the Delaware Valley
College; Chairs and Minority Chairs of the Pennsylvania Senate and
House Agriculture and Rural Affairs Committees; and the Agricultural
Education Advisor of the Pennsylvania Department of Education.
Section 4. Proxy Voting. No voting by
proxy shall be permitted in any matter of Council business.
Section 5. Quorum. One-fourth of all
members eligible to vote shall constitute a quorum for the
transaction of business a the annual or any special meetings of the
membership.
Section 6. The order of business at
the annual meeting shall be (1) Roll call; (2) Proof of due notice
of meeting; (3) Reading minutes; (4) Treasurer’s report; (5) Report
of committees; (6) Unfinished business; (7) Election of Officers and
members of the Executive Committee; (8) New Business; (9)
Adjournment.
Article X - Fiscal Year
Section 1. The fiscal year shall
commence on the first day of January and close on the last day of
December.
Article XI - Audits
Section 1. The President shall see the
books are audited annually prior to the annual meeting by a person
or persons approved by the Executive Committee.
Article XII - Amendments
Section 1. Action Required. These
bylaws may be repealed or amended at any regularly called meeting of
the Council by a three-fourths vote of the members represented and
eligible to vote, providing a copy of such proposed repeal or
amendment is included in the call for such meeting.
Section 2. Proposals to Amend.
Proposals by any member to amend these bylaws must be submitted in
writing to the Secretary-Treasurer. Upon approval of the Executive
Committee, the Secretary will comply with Article XII, Section 1.
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