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Chester-Delaware County Farm Bureau January 2015
Mission Statement The mission of Chester-Delaware County Farm Bureau is to promote the business, economic and educational interests of our members, to maintain our leadership role in the agricultural community industry, and to remain financially viable while offering superior programs and services. Farming is a business and way of life for farmers in Pennsylvania. The owners and operators of farming enterprises formed the Chester/Delaware Farm Bureau in 1950 to protect and promote their businesses, their community and family life. The Chester/Delaware County Farm Bureau promotes and looks after the interests of agriculture and rural communities. Our members make the Chester/Delaware Farm Bureau County the strongest advocates for rural residents. Programs and services are geared to assist farm and rural families to increase net farm income and enhance the welfare of farms, and rural communities in the Commonwealth. Members control the direction of our organization and its activities. All members have the opportunity to participate in the process of decision-making to the organization's action programs. The Pennsylvania Farm Bureau has grown to more than 50,000 member families in 54 County Farm Bureaus.
CONSTITUTION Name The name of the Bureau is Chester-Delaware County Farm Bureau, Inc., hereafter referred to as CDCFB. (also serving western Philadelphia County)
Purpose To encourage agriculture and horticulture by the practice, protection and representation of the business, economic, social and educational interest of the farmer members and thereby promote the betterment of the condition of the farmer, the improvement of the grade of their products, and the development of a higher efficiency in farming.
Management The management of CDCFB shall be vested in a board of fourteen directors.
Location The principal office of CDCFB shall be located at the address of the Secretary in the County seat of the counties serviced by this Bureau or, such other place within the counties, or as may be determined by the Board of Directors.
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Note: Throughout document, any reference to ‘the Bureau’, ‘this Farm Bureau’, ‘this County Farm Bureau’ or ‘Chester-Delaware County Farm Bureau’, has been corrected to “CDCFB” to align with the statement above under Constitution, Name.
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BY-LAWS Article I Members and Associate Members Section 1. Members Persons and partnerships, unincorporated associations and corporations organized for agricultural purposes, who are or have been actively engaged in the production of agricultureal and preservation of open space products and/or animals, or provide support services vital for the production of agriculture, including leases and tenants of land used for the production of such products, lessors and landlords who receive rent, either in kind or cash, all or part of the crop raised on leased or rented premises are eligible for membership in CDCFB. Section 2. Associate Members Other persons, partnerships, unincorporated associations and corporations interested in services and benefits agriculture may make application to become an Associate Member of CDCFB and, if accepted, shall upon execution of the membership agreement and assumption of all obligations attached thereto, be entitled to all the rights and privileges of Associate Membership. Associate Members shall not be eligible to have voting rights or to hold an office in CDCFB or any affiliated organization. Section 2A. Employee Members Employees of CDCFB may become members of CDCFB upon application to the County Farm Bureau of their residence. Section 3. Application for Membership An eligible person, corporation or partnership shall apply for membership, associate membership, or employee membership to CDCFB. Upon acceptance by CDCFB and payment of the first year’s dues and the execution of such membership agreement may be prescribed, the applicant shall become a member, associate member, or employee member as the case may be. Section 4. Membership rights The membership rights of members and associate members are as follows: (a)
The right to vote on any and all matters at regular or special meetings of members shall be restricted to regular members of CDCFB in good standing. Each membership shall have one vote. The voting rights of any partnership, unincorporated associations or corporation member shall be exercised by any representative thereof duly authorized in writing. Associate members and employee members shall have no voting rights.
(b)
Rights and privileges of membership in the case of partnerships, unincorporated associations, and corporations shall accrue and belong only to such individual named as member. named partnerships, unincorporated associations or corporations and not to any individual who is a member, shareholder, officer employee or agent thereof.
(c)
A dependent member of the family household of a natural person, who is a member or associate member of CDCFB, shall be entitled to the rights and privileges of membership except the right to vote or hold office. The Board of Directors may determine from time to time under what circumstances an individual may be deemed to be a dependent member of the household.
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Section 5. Joint Membership Two or more persons (except spouses), partnerships, or corporations, or any combination thereof, shall not be accepted as members of CDCFB upon a single membership agreement. Section 6. Dues The joint annual dues in CDCFB, in the Pennsylvania Farm Bureau and in the American Farm Bureau Federation shall be set by the Board of Directors, payable in advance to CDCFB for the account of CDCFB of the Pennsylvania Farm Bureau and of the American Farm Bureau Federation. Section 7. Membership in Good Standing A member of CDCFB shall be deemed in good standing if the his membership is free from dues delinquency and not otherwise terminated, cancelled or in default on the date as to which the question of good standing is determined. However, any definition of membership in good standing duly adopted and promulgated at any annual meeting of the Pennsylvania Farm Bureau shall be and become the definition of membership in good standing in CDCFB. Any individual convicted of animal abuse shall not be considered as a member in good standing. The foregoing rule shall also pertain where the matter of membership in good standing in CDCFB is the basis for fixing a right to or a privilege of membership in any associated, affiliated, or subsidiary organization of CDCFB, or of the Pennsylvania Farm Bureau. Upon the request of any associated, affiliated, or subsidiary organization of this Farm Bureau, or of the Pennsylvania Farm Bureau, the secretary of this Farm Bureau shall certify to the organization making such request a list of the Members of this Farm Bureau who were in good standing as of the date specified in such request. Member list requests shall be considered and voted on by the Board. Section 8. Meetings The semi-annual meetings of members shall be held in the Spring and Fall, the date and place to be selected by the Board of Directors. Regular and special meetings of members may be called by the President, or by two-thirds (2/3) vote of the duly elected Board of Directors, and or shall be called by the president only upon written request signed by one-fourth (1/4) of the regular members. Section 9. Notice Notice of meetings of members and all matters concerning CDCFB shall be deemed to have been duly given by placing in the mail, postage prepaid, to the last known post office address of the member, at least twenty (20) days prior to such meeting, notice thereof in writing. Section 10. Quorum Twenty (20) of the voting members in good standing shall constitute a quorum for the transaction of any and all business at any annual or special meeting, and the favorable vote of a majority of such members present in quorum shall be necessary for the determination of any matter, except that a lesser number may adjourn from time to time. Section 11. Presiding Officer The President, if present, shall preside at all meetings of members of CDCFB. In his absence the next officer in due order who may be present, shall preside. For the purpose of these Bylaws, the order of officers shall be as follows: President, First Vice President, Second Vice President and other members of the Executive Committee, in alphabetical order. Page 3 DRAFT 2015
Section 12. Privilege of the floor Members of CDCFB in good standing shall be entitled to the privilege of the floor, subject to the customary rules governing the meeting. Section 13. Election of Delegates The members of CDCFB shall be represented at all meetings of the Pennsylvania Farm Bureau by voting Delegates as provided in the By-laws of the Pennsylvania Farm Bureau. Said Delegates to be elected annually during the business session of the county Fall semi-annual meeting, unless selection is specifically delegated to the CDCFB Board by a motion duly passed at the CDCFB Annual Meeting.
ARTICLE II Board of Directors Section 1. Number and Authority The business and property of CDCFB shall be managed and controlled by a Board of Directors of 14 members to be elected at the Fall semi-annual meeting of CDCFB. In addition, if there is a County Women’s Committee, the chairperson shall be an ex-officio member of the Board of Directors with voting powers. The term of office of directors shall be three years or until their successors are duly elected and qualified. Section 2. Qualifications The members of the Board of Directors must be regular members of CDCFB in good standing. Section 3. Election of Directors At each Fall semi-annual meeting of members, a Board of Directors shall be elected to serve until their successors are duly elected and qualified. All elections for directors shall be by ballot, unless this rule is waived by unanimous consent of all members. Nominees for director shall have been a CDCFB member for at least one year. Section 4. Meetings The Board of Directors shall meet as soon as possible after the Fall semi-annual meeting of CDCFB and shall meet in regular session as often as may be necessary to conduct the business of CDCFB. The regular meeting of such Board shall be held on such dates and at such time and place as may be fixed by the Board of Directors. Special meetings may be called by the President and or shall be called by the Secretary upon request in writing signed by one-third (1/3) of the entire member of directors. Notice of meetings shall be given in such manner as the Board may from time to time determine. Attendance at any meeting shall constitute waiver of notice thereof. Section 5. Quorum A majority of the members of the Board of Directors shall constitute a quorum for the transaction of all business of CDCFB. Section 6. Removal from Office The following shall may constitute sufficient grounds for the removal from the office of any officer or director without the necessity of a vote of the Board of Directors: (a) Death (b) Removal of legal residence from the county Page 4 DRAFT 2015
(c) Being or becoming an employee of CDCFB or of the Pennsylvania Farm Bureau (d) Being or becoming a full or part-time employee or agent of any service affiliated with the Pennsylvania Farm Bureau (e) Non-attendance of three (3) successive Board of Directors’ meetings for causes other than sickness (f)
Formal or written resignation
(g) Conviction of animal abuse On the happening of any of the grounds above set out, the same shall be reported to the Board by the Secretary at its next meeting and noted in the minutes of said meeting. For non-attendance of three (3) consecutive meetings, the President shall then contact the Director to determine if the person wishes to continue as a member of the Board of Directors. Following the President’s contact, the Board members present at the next regularly scheduled Board meeting shall vote on action needed to provide the organization with an active Board member in the position. Section 7. Vacancy In case of any vacancies in vacancy on the Board of Directors or officers, the remaining members of the Board, though less than a quorum, may elect a successor, having the qualifications herein prescribed for directors, to hold office for the unexpired portion of the term of office of the directors or officer whose place shall be vacant. Section 8. Cooperative Relations The Board of Directors shall have authority and may establish and maintain cooperative relations with any department, Bureau, Board, Division, or Agency of the United States Government or of the State Government or agency of any political subdivision thereof. CDCFB, in addition to becoming affiliated with Pennsylvania Farm Bureau and with the American Farm Bureau Federation, may also cooperate to the fullest possible extent with its' respective County Agriculture Extension Association and local and state Granges within Pennsylvania and with such other organizations within the state which are seeking to advance the welfare of farmers.
ARTICLE III Executive Committee Section 1. Appointment The Board of Directors may appoint from its members an Executive Committee comprised of the President, who shall be chairman: First Vice President, and one additional board member, as selected by the Board at the Annual Reorganization Meeting. Section 2. Authority The Executive Committee shall exercise such powers as may be delegated to it by the Board of Directors in the intervals between meetings of the Board of Directors and shall report their actions at each meeting of the Board. Full minutes of all meetings of the Executive Committee shall be kept and submitted to the Board of Directors. Section 3. Quorum and Procedure Subject to any regulation prescribed by the Board of Directors, the Executive Committee shall fix its own rules of procedure. The presence of a majority of the members of the Executive Committee shall be necessary to constitute a quorum.
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ARTICLE IV Officers Section 1. Officers The officers of CDCFB shall be a President, First Vice President, Second Vice President, Secretary, and Treasurer. The President, First Vice President, Second Vice President shall be elected annually by a majority vote of the members of the Board of Directors at the next organizational meeting of the Board following the Fall Semi-Annual Meeting. The President, First Vice President, Second Vice President shall be members of the Board of Directors and shall represent the membership at large. The office of Secretary and Treasurer may be combined. Section 2. Qualifications The President, First Vice President, Second Vice President, Secretary, and Treasurer must be regular members of CDCFB in good standing. Section 3. President The President shall be Chief Executive Officer of CDCFB; and shall preside at all meetings of its members; and at all meetings of the Board of Directors and of the Executive Committee. The President shall have general charge of the business of CDCFB, subject to the control of the Board of Directors or Executive Committee. Section 4. First Vice President The First Vice President shall, in the absence of the president, exercise the powers and perform the duties of the President; otherwise, shall have such powers and perform such duties as may be assigned by the President or by the Board of Directors. Section 5. Second Vice President The Second Vice President shall, in the absence of the president, and the First Vice President, exercise the powers and perform the duties of the President; otherwise, shall have such powers and perform such duties as may be assigned by the President or by the Board of Directors. Section 6. Secretary The Secretary shall keep minutes of the meetings of members and of the meetings of the Board of Directors and shall attend to the giving of all notices required to be given. In addition, shall perform all duties incident to the office of Secretary, subject to the control of the Board of Directors. Section 7. Treasurer The Treasurer shall keep a full and accurate account of receipts and disbursements and deposit all money, checks, and other obligations to the credit of CDCFB on such depository of depositories as may be designated by the Board of Directors or Executive Committee; shall disburse the funds of CDCFB as ordered by the Board of Directors, or the Executive Committee, taking proper vouchers for such disbursement; shall render a statement of account and transactions whenever required by the Board of Directors or Executive Committee, and shall make a complete annual statement before each annual meeting of CDCFB, which shall be verified by a qualified auditor an Audit Committee, to be selected by the Board of Directors; and generally shall perform all the duties incident of the position of Treasurer, subject to the control of the Board of Directors. The Treasurer may be required by the Board of Directors to furnish a bond conditioned for the faithful accounting for the funds and property in his custody in such sum and with such surety or sureties as may be fixed and required by the Board of Directors or Executive Committee. CDCFB shall pay the premium on such bond. Page 6 DRAFT 2015
Section 8. Other Officers and Agents The Board of Directors may create such other offices, elect such officers, or assistant officers, and appoint such agents as it may deem necessary, to hold office during its pleasure who shall have such authority to perform such duties as from time to time may be prescribed by the Board of Directors.
ARTICLE V Finance and Commercial Activities Section 1. Investments of Surplus Funds Investments of surplus funds of CDCFB over and above its cash requirements in its operations may be made by the Treasurer of CDCFB, on its behalf and in its name in United States and Treasury Bonds and United States Treasury certificates and Notes and/or FDIC insured certificates of deposit. The Board of Directors may authorize other investment of surplus corporate funds, within the limitations of law, from time to time. Section 2. Borrowing Funds The Board of Directors may, upon consent of CDCFB expressed by the vote of a majority of the Members thereof, present at any regular meeting or special meeting called for the purpose, provided always that a quorum be present, borrow money to be used solely for the purpose of CDCFB and may pledge its property thereof. Section 3. Distribution of Assets No distribution of the property of CDCFB shall be made until all debts are fully paid, and then only upon its final dissolution and surrender of organization and name, and as otherwise provided by law; nor shall any distribution be made except by vote of two-third (2/3) of the regular members present in quorum. But this prohibition shall not operate to prevent CDCFB while acting in the capacity or agent, from receiving and distributing or disbursing any fund and funds.
ARTICLE VI Sundry Provisions Section 1. Fiscal year The fiscal year of CDCFB shall begin on the first day of October and terminate on the last day of September in each year. Section 2. Order of Business The order of business of all meetings, in so far as possible, shall be as follows: (a) Call to Order (b) Roll Call (c) Reading of minutes (d) Report of President (e) Report of Secretary (f) Report of Treasurer (g) Report of Committees (h) Other Reports (i)
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(j)
New Business
(k) Election and Appointments (l)
Adjournment
Section 3. Organization Seal The organization seal of this Farm Bureau shall consist of two concentric circles, between which shall be the name of this Farm Bureau. Section 3. Committees The President, with advice and approval of the Board of Directors, shall appoint all standing and special committees. The President shall be an ex-officio member of all committees. Committees appointed in connection with meetings of members shall be appointed by the President or elected by the meeting assembled, at the pleasure of the meeting. Section 4. Contributions CDCFB may receive, at the discretion of its Board of Directors, voluntary contributions in support of its program of work and activities, and for special purposes. Section 5. Remuneration Members of the Board of Directors and of the Executive Committee and officers of CDCFB shall serve without remuneration [with the exception of the Treasurer, Secretary, and Membership Chairperson(s) and/or other positions that may be named by the Board of Directors], as such, but may be reimbursed at the discretion of the Board of Directors to cover the necessary expense of the Travel and subsistence when serving CDCFB under specific direction of the Board of Directors.
ARTICLE VII Amendment of By-Laws Section 1. Amendment of By-Laws Amendments to these By-Laws shall be made in the following manner: (a) The Board of Directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote of the members at a meeting thereof that may be either an annual or special meeting. (b) Written or printed notice setting forth the proposed amendment or a summary of the charges to be effected thereby shall be given to each member entitled to vote at such meeting in the manner herein provided for giving notice of meetings of members (c) The proposed amendment shall be submitted to the members at such meeting and shall be adopted upon receiving at least two-thirds (2/3) of the votes entitles to be cast by members present or represented, provided a quorum is present. (d) Articles of Amendment shall be executed, filed and recorded in the manner provided by law. Revisions Approved by Membership at Revised: By-Laws Revision Committee:
Annual Meeting.
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