Bylaws

Article 1: General

Name
Missouri Dairy

Mission Statement
To speak with a unified voice for Missouri dairy farmers and to educate both dairy farmers and the legislative branch by being present in Jefferson City.

Principle Office
The principal office of the corporation shall be in Missouri at a location designated by the board of directors.

Fiscal Year
Fiscal year end shall be December 31

Purpose
Shall operate as a business league or trade association to advance the interests of the Missouri dairy industry, more specifically including without limitation to:

(a) Unite diverse constituents of the industry into a purposeful organization with common and representative leadership;

(b) Provide educational programs for producers;

(c) Monitor and participate in regulatory issues affecting the Missouri industry;

(d) Act as a primary point of contact for those within and outside the industry.

Article 2: Membership

Membership Classification

(a) Voting Members: Dairy producers deriving income from the production of milk and those who are involved in the dairy industry that apply and are accepted by the Board of Directors which pay full dues shall be voting members. Each member shall have one vote. Members cannot vote by proxy.

(b) Associate Members: Any person engaged in any legitimate business or activity contributing to the progressive development of dairy farming in Missouri, and who is otherwise acceptable to the Board of Directors is eligible to become a non-voting associate member of Missouri Dairy upon payment of the membership fee and fulfilling the requirements stipulated by the Board of Directors.

Transfer of Membership
Membership in this association is not transferable.

Membership dues
Each member shall pay membership dues based upon their class of membership as established by resolution of the Board of Directors.

Admission of New Members
The secretary or designated person shall approve of the admission of any new member and shall notify the Board of Directors when a Members membership ceases.

Termination of Membership
A member may resign at any given time by giving notice to this corporation. A member may be removed at any time, with or without cause by the two-thirds (2/3) majority vote by the Board of Directors.

Article 3: Meetings

Annual Meeting
The annual meeting shall be held at such time and place as the Members may determine, for the purpose of electing directors, receiving a report of activities and financial condition of this Corporation and for the transaction of such other business as shall come before the meeting.

Special Meetings
Special meetings may be called at any time by the president or whenever a majority of the directors or when a majority of the members shall so request in writing.

Notice
Notice of time and place no less than ten (10) days and not more than forty-five (45) days before the annual meeting will be given by written notice to last known address as shown on the organizations records.

Meetings Conducted Through Electronic Communications
The Board of Directors may specify that a meeting will be conducted solely through one or more means of Remote Communications, provided that proper notice is given and that the quorum requirements are met. Participation in a meeting that is accomplished by means of electronics, telephone, video, or internet conferencing, or such other means, that is authorized by the Board of Directors, through which persons are not physically present in the same location may communicate with each other on a simultaneous basis constitutes personal presence at the meeting.

Quorum
Except as otherwise required by statute at least ten percent (10%) of the Members entitled to vote shall be required to constitute a quorum for the transaction of business at the annual meeting. The act of a majority of the Members present at any duly held meeting at which a quorum is present, shall be the act of the Members. Special meeting quorum allows electronic presence and vote.

Order of Business
The order of business for all meetings of the Corporation shall be substantially as follows:

  1. Call to order

  2. Roll call for quorum

  3. Reading of minutes of last meeting

  4. Treasurer’s report

  5. Report of committees

  6. Unfinished business

  7. New business

  8. Election of officers

  9. Adjournment

Article 4: Board of Directors

Section 1. Number: The Board of Directors shall consist of nine (9) voting members

Section 2. Terms of Office: Directors may be elected to serve two (2) consecutive three (3) year terms. The director shall vacate the office of director after six (6) years for at least one (1) year before being eligible to be considered as a candidate for nomination as a director.

Section 3. Vacancies: A director vacancy due to death, resignation or removal of board member shall be filled by the Board of Directors by nominating and electing another member as director for the unexpired term at either a special or regular meeting of the Board.

Section 4. Governance: Any member of this organization entitled to vote on matters submitted to the membership may be nominated for election to the board of directors, provided:

1. The board of directors will represent one (1) voting member from each of the four (4) districts.

(a) North – North of I-70
(b) Central – South of I-70, down to Hwy 54 along the north county lines of Dallas and Laclede then diagonally along I-44 to St. Louis
(c) Southeast: South of Central from St. Louis to Hwy 65
(d) Southwest: South of Central Hwy 65 to the state border

2. Additionally, five (5) voting members will be at large, not to exceed three (3) per each district for a total of nine (9) members on Missouri Dairy Board of Directors.

3. Not more than one (1) non-dairy producer can be elected as a board member.

Section 5. Meetings: The directors shall hold meetings at least once every six (6) months at such time and place and/or manner as the board shall see fit. The chairman may call additional meeting at any time and shall do so upon demand of a majority of the directors.

Section 6. Quorum: A majority of the directors shall be a quorum at the board meeting.

Section 7. Meetings Conducted Through Electronic Communications: The Board of Directors may specify that a meeting will be conducted solely through one (1) or more means of Remote Communications, provided that proper notice is given and that the quorum requirements are met. Participation in a meeting that is accomplished by means of electronics, telephone, video, or internet conferencing, or such other means, that is authorized by the Board of Directors, through which persons are not physically present in the same location may communicate with each other on a simultaneous basis constitutes personal presence at the meeting.

Section 8. Insurance: The directors may require every officer and employee to whom funds or other property of the organization are entrusted, or who is empowered to disburse or authorize the disbursement of its funds, or is charged with making or keeping its records, to furnish at the organizations expense, errors and omission insurance in such amount as the directors determine.

Section 9. Removal of Board Member: Any Board Member of the organization who fails to carry out the responsibilities of his/her position may be removed at any regular or special meeting thereof by the two-third (2/3) majority of the entire Board of Directors.

Article 5: Officers and Duties

Section 1. Election: The directors, at their annual meeting shall elect from their number a chairman, vice-chairman, secretary and treasurer and such officers as may be necessary who may or not be directors. All officers may be re-elected to as many terms of office as the directors approve, except Chairman with maximum of two (2) years consecutively.

Section 2. The Chairman shall:

(a) Preside over all meetings of the association and the board of directors.
(b) Sign as chairman, with the treasurer, all notes, deed and other instruments on behalf of the organization.
(c) Call special meetings of the association and the board of directors.
(d) Perform all acts and duties required of an executive and presiding officer.

Section 3. The Vice-Chairman shall: In the absence, disability or refusal to serve of the chairman, perform all duties of that office, and shall perform such other duties as may be delegated to the Vice-Chairman by the Board of Directors.

Section 4. The Secretary shall:

(a) Keep a complete record of all the meetings of the association and the Board of Directors.
(b) Serve all notices required by law and by these bylaws.
(c) Keep a complete list of members and their addresses.
(d) Notify the officers and members of committees of their appointment.
(e) To file with the State Director of Agriculture and the Secretary of State the Annual Report required by Section 274.160 Revised Statutes, Missouri.
(f) Perform such other duties as may be required of them by the Board of Directors.

Section 5. The Treasurer shall:

(a) Receive and disburse all funds and be the custodian of all securities of the Association.
(b) Sign as treasurer all checks and with the chairman all notes of the association and deliver such books to his/her successor in office when qualified.
(c) They shall make a full report of all matters and business pertaining to this office to other obligations of the association.
(d) Keep a full and accurate account of all the financial transactions of the association and deliver such books to his/her successor in office when required.
(e) He shall make a full report of all matters and business pertaining to this office to the members at the annual meeting, and to the directors whenever requested and make all reports required by law.
(f) Deposit all moneys of the association in the name and to the credit of the association in depositories as may be designated from time to time by the board of directors.
(g) Perform such other duties as may be required of them by the board of directors.

Section 6. Compensation for Board of Directors: The Board of Directors may set the compensation for Board of Directors: mileage (at federal rate) and per diem of $50.00 per meeting doing business for Missouri Dairy.

Article 6: Committees

The Board of Directors may by resolution designate one or more committees of directors. Each committee shall consist of at least three directors or voting members. Committees shall have powers specified in such resolution.

Article 7: Audits

At the close of each fiscal year, and at such other times as the Board shall determine, the officers shall make or cause to be made as accurate written statement of the financial condition of the organization, including when required, an accurate inventory of all its property.

Article 8: Amendments of Bylaws

  1. The directors are authorized to adopt or amend Bylaws. Bylaws adopted or amended by directors shall be reported to the members at the next membership meeting.

  2. By majority vote of the members, Bylaws may be enacted, amended or repealed at any regular meeting or special meeting called for that purpose.

  3. Resolution for amendments may be made at meetings of the organization and may be referred to a resolutions committee for the annual meeting. A majority vote at the annual meeting will be required for resolutions for amendments for adoption.

Article 9: Resolutions

There is a resolutions process at the annual meeting to determine the goals and direction of Missouri Dairy.

Article 10: Liability

This corporation shall not be liable for acts of individual members or for the acts of directors who have acted beyond their authority as directors. Directors shall not be liable for acts of the association, either by vote or by their actions, unless they individually have acted beyond their authority as directors.

Article 11: Disposition of Assets on Dissolution

In the event of the dissolution of this corporation, all assets of the corporation shall be distributed to any organization or organizations selected by its Board of Directors which are qualified.

Amended 4/29/2020