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 stake holders 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 established as follows:
1 Representing each broiler company, and they consist of:
1 Representing each egg company, and they consist of:
The Egg & I Farm
G & B Egg Division of Crystal Farms
1 Representing each turkey company, and they consist of:
Louis Rich/Kraft Foods
Circle "S" Ranch
1 Representing each "other" poultry company, and they consist of:
Palmetto Pigeon Plant
1 Representing the Clemson Poultry Science Department.
2 Representing the allied industry.
1 Representing the SC government.
2 Representing the grower members.
1 Technical Advisor
Directors representing the 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 to the South Carolina Poultry Federation board. The term of that director will be at the discretion of the nominating CEO. Each company should make every attempt to have a representative on the board at all times.
(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 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 meeting, a Board Member from each commodity group and the grower group, shall provide the Chairman 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 Directors 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 Chairman, Vice-Chairman, and a 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.
Section 3. Duties.
Chairman -- the Chairman of the Federation shall be the chairman 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 Chairman -- in absence of the Chairman, the Vice Chairman of the Federation shall perform the Chairman's duties.
Secretary-Treasurer -- the Secretary-Treasurer shall keep, or cause to be kept, an accurate record of proceedings 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 the 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. President. The Board of Directors may employ a President who shall represent the South Carolina Poultry Federation in all matters pertaining to Federation business and perform other duties as authorized by the Board.
ARTICLE VI - MEETING 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. Notice of such meeting shall be mailed to each member thirty (30) days in advance of the meeting date.
Section 2. Special. Special meetings of the Federation may be called by the Chairman at the written request of six (6) Directors or fifty (50) members.
Section 3. Quorum. Twenty five (25) members of the Federation shall constitute a quorum for the transaction of all business at any meeting of the Federation.
Section 4. Order of Business. The order of business of the annual meeting of the Federation shall be:
- Call to order by chairman
- Roll Call
- Reading of past minutes and action theron
- Report of the Treasurer
- Report of the President
- Report of the Board of Directors
- Committee Reports
- Unfinished business
- Business in the hands of the Secretary-Treasurer
- Business in the hands of the Chairman
- New Business
- Election of new directors to the Board
Robert's Rules of Order shall be the guide to parliamentary procedure 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 Chairman may, when he deems necessary, or the Secretary-Treasurer shall, at the request in writing of six (6) members of the Board, issue a call for a special meeting of the Board. Five days 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 by-laws 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 IV, Section 4.
ARTICLE VIII - DUES
Section 1. Charter Membership. The dues schedule for first year charter memberships shall be as follows:
Section 2. Regular Membership. The dues schedule for regular annual dues shall be as follows:
Pay $1.00 per $1,000.00 of gross grower pay
$3.00.00 per year
Broiler, Turkey & Other:
Further Processors Only
.005/1000#Ready to Cook Weight
.00185/case (30 dozen eggs)
Associate Employee Members: Shall pay $25.00 per year.
Section 3. Changing Schedule. The rates of the dues schedule can be altered, as needed, by the board of directors without making an amendment to these by-laws.
ARTICLE IX - VOTING RIGHTS
Section 1. Active Firm Member shall be entitled to one (1) vote per $18 of 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. Charter Members voting rights belong to corporate donor with no votes after 1989
Section 5. Associate Employee Members shall not be entitled to vote at Federation meetings.
Section 6. S.C. Goverment, 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 shall 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:
- All liabilities and obligations of the Federation shall be paid, satisfied, and discharged.
- 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 - AMENDMENTS TO BY-LAWS
Section 1. Board of Directors. The Board of Directors shall have the power by a two-thirds (2/3) vote of its members to adopt such by-laws as the Federation is authorized to make and by a similar vote to amend or repeal the same.
Section 2. Meeting. The by-laws may be amended or repealed by a two-thirds (2/3) vote by any duly called meeting of the Federation provided the proposed change is submitted by mail to the last recorded address of each member at least thirty (30) days before the time of the meeting at which the change 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 by-laws may be submitted to the membership by mail and a vote required by mail provided that in each case, votes of at least ten (10) percent of the members shall be received and the changes shall receive a two-thirds (2/3) majority of the members voting.