Bylaws of South Carolina Poultry Federation, Inc.

ARTICLE I – NAME

                Section 1. Name. The name of this association shall be the South Carolina Poultry Federation, Inc. hereinafter referred to as the “Federation”. For popular usage, designation as the South Carolina Poultry Federation is approved.

ARTICLE II – MISSION

                Section 1. Mission. The mission of this association shall be to preserve, promote and protect the activities that bring value to stakeholders of the poultry industry in the State of South Carolina.

ARTICLE III – MEMBERSHIP

Section 1. Active Firm Members. Shall include all firms, partnerships, corporations, or associations actively engaged in the production of broilers, eggs, turkeys, or other poultry.

Section 2. Active Grower Members. Shall include persons actively engaged in the production of broilers, eggs, turkeys, or other poultry.

Section 3. Active Allied Members. Shall include all firms, partnerships, corporations, or associations actively engaged in providing services, materials, or equipment to the poultry industry.

Section 4. Associate Employee Members. Shall include all employees of Active Firm Members.

ARTICLE IV – BOARD OF DIRECTORS

                Section 1. Number of Directors.  The Board of Directors shall consist of a minimum of fourteen (14) members with the majority of members from broiler companies as identified by the Board of Directors.

Other members should include

1         Representative from the Clemson Poultry Science Department.

2         Representatives from the allied industries.

1         Representative from the SC government.

2         Representatives who are the grower members.

1         Technical Advisor

Directors representing SC government, the technical advisor and Clemson University will not be eligible to vote.

Section 2. Terms of Directors.

Each poultry company represented in the State of South Carolina shall have the opportunity to have a representative from their company nominated by their company’s CEO or Senior Manager to the South Carolina Poultry Federation board. The term of that director will be at the discretion of the nominating CEO or Senior Manager. Each company should make every attempt to always have a representative on the board.

Allied and grower representatives elected to the Board of Directors will serve terms of two (2) years (alternating). Of the two initial grower members and the two allied members, one will serve a one-year term and the other shall be elected for a two-year term. Subsequent grower and allied Directors shall be elected for a term of two consecutive years.

The Technical Advisor shall serve at the will of the board.

                Section 3. Election of Directors. The founding board of directors shall be established by the three members listed as directors in the original charter. Subsequent Directors shall be elected as follows:

All voting done for the selection of members to serve on the Board will take place within the respective commodity groups.

The head of the Clemson University Poultry Science Department shall appoint a representative from the Department to serve on the Board of Directors of the Federation. Acceptance of this director is subject to the approval of the existing board of directors.

The board of directors shall appoint two members to represent the allied industry and one member to represent the SC government on the Board of Directors of the Federation.

The Grower Relations Committee of the S.C. Poultry Federation Board will accept nominations for grower board representative. The Grower Relations Committee will include both grower members, who will review and recommend from these nominations the individual to serve on the board for a two-year term. These names will be submitted to the grower group at the annual meeting for their vote.

These directors shall be elected by their respective commodity group or grower group at the regular annual meeting of the Federation, and each Director must be a member in good standing.

Section 4. Vacancies. Vacancies on the Board of Directors shall be filled either by vote from the representative group in which the vacancy occurs, or by the remaining members of the Board of Directors.

At the annual business meeting, a Board Member from each commodity group and the grower group shall provide the Chair with the names of the newly elected Directors to fill vacancies.

                Section 5. Authority. The Board of Directors shall have the control and management of the affairs of the Federation with the authority to engage assistants, fix salaries, admit members, and do all other duties necessary and desirable to conducting the business of the Federation.

                Section 6. Designating S.C. Poultry Federation Representatives. The Board of Directors shall have the authority to appoint a representative to represent the South Carolina Poultry Federation and/or the South Carolina poultry industry to other organizations. This includes, but is not limited to, appointing a representative to the American Egg Board and a representative to the U.S. Poultry and Egg Association.

                Section 7. Attendance Requirements. The Board of Directors may remove from the board any board member who has missed three (3) consecutive Board of Director meetings without excuse. The Board shall determine if excuses are justified.

ARTICLE V – OFFICERS

Section 1. Title. The officers of the association shall be a Chair, Vice-Chair, and Secretary-Treasurer. These shall be elected annually by the Board of Directors from the members of the Board.

Section 2. Executive Committee. The officers of the Board shall constitute an executive committee with the power to conduct the business affairs of the association during the interval between meetings of the Board of Directors, except that in no instance shall the executive committee act contrary to the established policies of the Board of Directors. As directed by the Executive Committee, the immediate past Chair and the Legislative Committee Chair shall also serve on the Executive Committee.

Section 3. Duties.

Chair – the Chair of the Federation shall be the Chair of the Board of Directors and of the Executive Committee and shall preside at all meetings of the Federation and the Board of Directors.

Vice-Chair – in absence of the Chair, the Vice Chair of the Federation shall perform the Chair’s duties.

Secretary-Treasurer – the Secretary-Treasurer shall keep, or cause to be kept, an accurate record of proceeding of all meetings. He/she shall conduct all official correspondence of the Federation and shall be responsible for all books and papers pertaining to his office. He/she shall be responsible for the collection of all money and the payment of all bills by check. He/she shall make a report of receipts and expenses at each annual meeting. He/she shall deposit funds under the name of the Federation. He/she shall furnish a balance sheet showing the financial status of Federation to all Board members at such intervals as specified by the Board of Directors. He/she may delegate to the President any part of his duties of collecting, depositing, and disbursing money; carrying on correspondence; or the keeping of records.

Section 4. Executive Director and Other Support. The Board of Directors may retain an Executive Director who shall represent the South Carolina Poultry Federation in all matters pertaining to Federation business and perform other duties as authorized by the Board. The Board of Directors may also retain other management/administrative support as needed by the Federation.

ARTICLE VI – MEETINGS OF MEMBERSHIP

Section 1. Annual. The Federation shall hold an annual meeting of the members for the election of directors and the transaction of all general business. The time and place of the meeting shall be set by the Board of Directors.  The Federation will notify members of the annual meeting thirty (30) days in advance of the meeting date.

Section 2. Special. Special meetings of the Federation may be called by the Chair at the written request of six (6) Directors or fifty (50) members. The Federation will notify members of the annual meeting thirty (30) days in advance of the meeting date.

Section 3. Quorum. At any meeting, a simple majority of the total number of members of the Federation will constitute a quorum for the transaction of business. Section 4. Order of Business. The order of business of the annual meeting of the Federation shall be:

1.       Call to order by Chair

2.       Roll Call

3.       Reading of past minutes and action thereon

4.       Report of the Treasurer

5.       Report of the President

6.       Report of the Board of Directors

7.       Committee Reports

8.       Unfinished business

9.       Business in the hands of the Secretary-Treasurer

10.   Business in the hands of the Chair

11.   New Business

12.   Election of new directors to the Board

13.   Adjournment

Robert’s Rules of Order shall be the guide to parliamentary procedures for all meetings of the Federation.

ARTICLE VII – MEETINGS OF DIRECTORS

                Section 1. Annual. A regular meeting of the Board of Directors shall be held in conjunction with the annual meeting.

                Section 2. Special. The Chair may, when deemed necessary, or the Secretary-Treasurer shall, issue a call for a special meeting of the Board. Five-day written notice shall be required for such meetings.

                Section 3. Quorum.  A majority of the Board of Directors elected and convened in accordance with the provision of the bylaws shall constitute a quorum for the transaction of business.

                Section 4. Order of Business. The order of business for all meetings of the Board of Directors shall be the same as is used for the annual meeting as stated in Article VI, Section 4.

ARTICLE VIII – DUES

                Section 1. Charter Membership. The dues schedule for first year charter memberships shall be set by the Board of Directors.

Section 2. Regular Membership. The dues schedule for regular annual dues for growers; allied industry; active firms such as broiler, turkey or other producer and/or processor; egg producer and/or processor; and association employee members shall be determined by the Board of Directors.

ARTICLE IX – VOTING RIGHTS

                Section 1. Active Firm Members shall be entitled to one (1) vote per basic dues paid, at all meetings of the membership. Each “Active Firm Member” shall appoint one (1) designated voter to represent the firm at Federation meetings.

Section 2. Active Grower Members shall be entitled to (1) vote at meetings of the membership.

                Section 3. Active Allied Members shall be entitled to vote at meetings of the membership.

                Section 4. Associate Employee Members shall not be entitled to vote at Federation meetings.

                Section 5. S.C. Government, Technical Advisor and Clemson University will not be entitled to vote at meetings of the membership.

ARTICLE X – DISSOLUTION OF THE FEDERATION

                Section 1. Legal Requirement. As provided by the laws of the State of South Carolina, this corporation can be dissolved upon a vote of two-thirds majority of its members at a meeting of which published notice or written notice mailed to each member shall be given.

                Section 2. Distribution of Assets. Upon dissolution the assets of the Federation shall be applied as follows:

1.       All liabilities and obligations of the Federation shall be paid, satisfied, and discharged.

2.       Any funds remaining after all debts have been satisfied shall be distributed as determined by the Board of Directors to charitable or educational institutions in the State of South Carolina.

ARTICLE XI – AMMENDMENTS TO BYLAWS

                Section 1. Board of Directors. The Board of Directors shall have the power by a two-thirds (2/3) vote of its membership to adopt such bylaws as the Federation is authorized to make and by a similar vote to amend or repeal the same.

                Section 2. Meeting. The bylaws may be amended or repealed by a two-thirds (2/3) vote by any duly called meeting of the Federation provided that members are notified of proposed change(s) at least thirty (30) days before the time of the meeting where the change(s) is to be considered.

                Section 3. Emergency. In case of emergency, where it is not practical to call a general meeting of the Federation, the proposed changes in the bylaws may be submitted to the membership by voice, electronic, or regular mail and a vote required by voice, electronic or regular mail provided that in each case, votes of at least ten (10) percent of the members shall be received and the changes to be approved shall receive a two-thirds (2/3) majority of the members voting.

Revised 12/91

Revised 6/92

Revised 7/93

Revised 7/94

Revised 1/99

Revised 6/2000

Revised 10/2000

Revised 11/2001

Revised 10/2005

Revised 11/2009

Revised 10/2023