Further Amended February 3, 2009
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 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 Executive Committee a
recommendation for action that should be taken on the application.
The Executive Committee 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 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. 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 Active 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 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, or as soon as
practical thereafter, at such time and place as the Executive
Committee 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 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.
