Bylaws of South Carolina Poultry Federation, Inc.
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.
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.
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.
– 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
Representative from the Clemson Poultry
Representatives from the allied industries.
Representative from the SC government.
Representatives who are the grower members.
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
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.
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
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
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.
– 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
Call to order by Chair
Reading of past minutes and action thereon
Report of the Treasurer
Report of the President
Report of the Board of Directors
Business in the hands of the
Business in the hands of the Chair
Election of new directors to the Board
Robert’s Rules of Order shall be the guide to parliamentary
procedures for all meetings of the Federation.
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.
VIII – DUES
Section 1. Charter
Membership. The dues schedule for first year charter memberships shall be set
by the Board of Directors.
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.
– VOTING RIGHTS
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.
Active Grower Members shall be entitled to (1) vote at meetings of the
3. Active Allied Members shall be entitled to vote at meetings of the
4. Associate Employee Members shall not be entitled to vote at
5. S.C. Government, Technical Advisor and Clemson University will not be
entitled to vote at meetings of the membership.
– DISSOLUTION OF THE FEDERATION
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.
2. Distribution of Assets. Upon dissolution the assets of the Federation
shall be applied as follows:
liabilities and obligations of the Federation shall be paid, satisfied, and
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
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.
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.
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.