BYLAWS OF THE PENNSYLVANIA STATE COUNCIL OF FARM ORGANIZATIONS
Further Amended November 19, 2015
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.
- Regular 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.
- Associate members shall be any private organization or company or any university-affiliated organization with an interest in the issues relating to agriculture and agribusiness in Pennsylvania.
Section 2. Membership Approval. The Board of Directors shall approve the membership and class of membership for organizations and businesses seeking membership in the Council. Each application for membership shall identify the class of membership that the applicant seeks and shall include sufficient information that demonstrates the applicant is eligible for membership.
The Secretary-Treasurer shall review all applications for membership to determine if the application is complete and offer to the Board of Directors a recommendation for action that should be taken on the application. The Board of Directors shall attempt to take action on the application at the first meeting after receipt of the Secretary-Treasurer’s recommendation. The Council membership shall be notified periodically of all new memberships approved.
Section 3. Dues. The Board of Directors shall set membership dues for each year, with ample notice to the Council membership body prior to the beginning of the dues year. The Board of Directors shall establish procedures for the payment of dues.
Section 4. Voting powers; required vote for Council action; obligations of the Council.
(a) Eligibility. Each member organization whose dues have been paid for the current year may exercise such voting privileges at member meetings, subject to the limitations and requirements prescribed in this section.
(b) Representation of member organizations and requirements for identification. A member may not vote at any member meeting unless the member has notified the Secretary-Treasurer in writing the individual who is designated to vote on behalf of the member as its representative. The written notification must be received by the Secretary-Treasurer on a date prior to the date of the member meeting. A member may also designate two other individuals authorized to vote on the member’s behalf in the absence of member’s principal representative, or may terminate or replace any individual previously designated, provided that the member has notified the Secretary-Treasurer in writing on the member’s official letterhead. Any designation submitted to the Secretary-Treasurer shall be effective until the end of the membership year or the date the Secretary-Treasurer has received written notification that the designation has been terminated.
(c) Voting privileges and minimum vote required for action on administrative matters. Subject to the requirements of subsection (b), Regular members and Associate members may vote on matters pertaining to the administrative and organizational functions of the Council. A majority of the total number of votes cast at a member meeting in which a quorum of eligible voters is present is required for adoption of any proposed action applicable to this subsection.
(d) Voting privileges and minimum vote required for action on policy positions of the Council. Subject to the requirements of subsection (b) only Regular members may vote on matters pertaining to the adoption of public policy positions of the Council. A minimum vote of three-fourths of the total number of votes cast at a member meeting in which a quorum of eligible voters is present is required for adoption or retention of any proposed action applicable to this subsection.
(e) Obligations of Council to members in opposition the Council’s adopted policy position. With respect to any Regular member that votes in opposition or that otherwise communicates opposition to a public policy position adopted by the Council, the Council shall perform the following:
(1) In all correspondence and other public expressions of the Council’s adopted position, including any correspondence or communication on proposed or adopted legislation or regulation that pertains to the policy position adopted by the Council, the Council shall state that the Council’s position is not unanimously supported by its membership and, except for members in opposition that communicate otherwise to the Council, shall identify all members that are in opposition.
(2) Within 30 days of the date of the Council’s adoption, the Council shall provide written communication to the General Assembly and the Governor’s office that identifies the Council’s adopted policy position and, except for members in opposition that communicate otherwise to the Council, shall identify all members that are in opposition.
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 Regular and Associate members represented and eligible to vote. The Immediate Past President of the organization shall also be an officer.
Section 2. Qualifications. Only those individuals who represent Regular 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 Board of Directors as soon as practicable after the vacancy has occurred. The Board of Directors shall elect the person to fill the vacancy at a regular or special meeting of the Committee.
Article V – Board of Directors
Section 1. Composition. The Board of Directors shall consist of thirteen members, including the four 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 Regular or Associate Members of the Council shall be eligible to serve on the Board of Directors. No member shall have more than one representative serving on the Board of Directors at any one time.
Section 3. Tenure. The term of office for the nine Board of Directors members who are not officers 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 Board of Directors members shall constitute a quorum at any meeting of the Board of Directors.
Section 5. Vacancies occurring on the Board of Directors other than for President, Vice-President, or Secretary-Treasurer shall be filled as soon as practicable by the Board of Directors after the vacancy has occurred. The Board of Directors 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. Board of Directors. Regular meetings of the Board of Directors shall be called at such times and places as the President may direct. At least one regular meeting of the Board of Directors shall be held between the annual meeting and June 30. Special meetings of the Board of Directors may be called by the President or by a majority of those persons currently serving on the Board of Directors. Such meetings shall be held at such time and place as the President or the majority of Board of Directors members may direct. Written or printed notices of each meeting shall be mailed to each Board of Directors 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 Board of Directors, 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 and of the Board of Directors; shall serve all notices and calls of meetings, and perform such other duties as may be directed by the Council, or by the Board of Directors; 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 Board of Directors, 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 Board of Directors.
Section 4. The immediate Past President shall serve as the chair of the nominating committee.
Section 5. A proposed annual budget shall be prepared and submitted to the Board of Directors within a reasonable time after the annual meeting as will allow the Board of Directors sufficient time to manage the financial affairs of the Council during the fiscal year. The Board of Directors shall approve a final budget no later than six months following the annual meeting.
Section 6. Executive Committee. The President, Vice President, Secretary-Treasurer and Immediate Past President shall make up the Executive Committee. The Executive Committee shall meet in time of emergency or need when called by the President. The Executive Committee shall not have the power or authority to borrow money nor 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.
Article VII – Duties of the Board of Directors
Section 1. The Board of Directors shall serve as the Council’s decision-making authority between Council meetings. The Board of Directors 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 Board of Directors 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 Board of Directors shall pass upon the admission of organizations as provided in Article III, Section 2.
Section 3. The Board of Directors shall have authority to elect such other Officers as they deem necessary and an assistant Secretary-Treasurer may be appointed by the Board of Directors.
Article VIII – Committees and Administrative Personnel
Section 1. A nominating committee comprised of the Immediate Past President and two additional 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 Board of Directors 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 Board of Directors. 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 Board of Directors at the annual meeting.
Section 4. The Board of Directors 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 Board of Directors or any Officer. Compensation to be provided to a person so appointed or employed shall be established by action or resolution of the Board of Directors. Any person so appointed or employed serves solely at the pleasure of the Board of Directors, 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 Board of Directors or by any Officer without the express consent of the Board of Directors or such Officer. The person so appointed or employed shall, upon request, provide to any Board of Directors 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, or as soon as practical thereafter, at such time and place as the Board of Directors may direct.
Section 2. Other Regular Meetings and Special Meetings. Other regular meetings of the membership of the Council may also be called at such times and places as the President may direct. Special meetings of the membership of the Council may also be called by a majority of persons currently serving on the Board of Directors 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 Board of Directors.
Article XII – Amendments
Section 1. Proposals to Amend. Proposals by any member to amend these bylaws must be submitted in writing to the Secretary-Treasurer. Upon approval of the Board of Directors, the Secretary will comply with Article XII, Section 2.
Section 2. 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.
Amended November 19, 2015
Amended June 18, 2012
Amended February 3, 2009