BYLAWS OF THE NATIONAL EGG REGULATORY OFFICIALS
Title and Functions
Section 1. The name of this association shall be the National Egg Regulatory Officials (hereinafter “Association”).
Section 2. The National Egg Regulatory Officials is formed to promote uniform standards of quality, safety, and labeling for shell eggs and egg products through the cooperative efforts of state, federal, industry, and consumer organizations interested in a safe, fresh and truthfully marketed egg supply, and;
Section 3. Notwithstanding the provisions of Section 2, the Association shall not engage in partisan political activities or campaign activities for any candidate for elective or appointive office. The Association may designate and support a member to represent the Association on an appointive board or commission as approved by the board of directors.
Principal Office and Registered Agent
Section 1. The principal office of the Association shall be located with the Treasurer of the Association.
Section 1. Eligibility, Representation. The State Department of Agriculture or comparable agency of any State, territory, or insular possession, as determined by the Association, shall be eligible for membership in this Association. The person holding the office of head of a member State Department of Agriculture or comparable agency, or such person?s designee, shall serve as the representative of such member in functions of the Association.
Section 2. Full Members. Full Members, shall be any such agency which has paid the Association the Full Member organizational dues. A Full Member of the Association may be represented by the person holding the office of head of a Full Member State Department of Agriculture or comparable agency, or such person’s designee, who shall serve as the representative of such Full Member in functions of the Association. The designated representative of each Full Member shall have the privileges of the floor at each Association meeting, shall be eligible to hold office, and shall be entitled to cast one (1) vote on behalf of the Full Member.
Section 3. Affiliate members. Affiliate members, (hereinafter referred to as “Affiliates”) shall be any other person or organization involved or interested in the regulation, promotion or development of agriculture in general, and shell eggs and egg products in particular. The board of directors shall set standards for admittance and expulsion, and other rights of Affiliates. Representatives of Affiliates may attend meetings, may by policy of the board of directors have privileges of the floor but may not be given the right to vote.
Section 4. Freedom of Action. Only the president and/or their designee on specific issues, may speak officially as a representative on behalf of the Association. The board of directors may designate, as may be required, a member to speak officially on behalf of the Association on specific issues. Each member retains the right to speak independently and not on behalf of the Association.
Section 1. Annual Meeting. An annual meeting of the Association shall be held for the election of officers and for the transaction of such other business as may come before it, at such time and place as the Association may direct at the immediately preceding annual meeting, or in the absence of such direction, by the board of directors.
Section 2. Special Meetings. Special meetings of the Association may be called by the President, by the board of directors, or upon the request of ten (10) of the Full Member representatives. If the representatives wish to request a special meeting, they shall make their request in writing signed by all requesting representatives, specifying the time and general nature of the business proposed to be transacted, and send the request to the President or the Secretary of the Association, who shall ensure that proper notice of a special meeting is given to the entire membership.
Section 3. Notice of Meetings A written notice of each annual or special meeting shall be delivered either personally, by mail, or by electronic mail not less than 10 or more than 90 days before the date of such meeting, to each representative. Each notice shall state the place, day and hour of the meeting, the object or objects of the meeting. The notice shall be signed by the President, or by the Secretary when directed to do so by the President.
Section 4. Order of Business. The order of business of all meetings of the Association shall be as follows:
(1) Roll Call.
(2) Reading of the minutes of the previous meeting.
(3) Report of officers.
(4) Unfinished business.
(5) New business.
Section 5. Voting At all meetings the designated representative of each Full Member shall be entitled to vote. Unless otherwise specified, the affirmative vote of a majority of the Full Members entitled to vote, at a meeting at which a quorum is present, shall be necessary for the adoption of any matter voted upon by the Full Members. Election of officers shall be by secret ballot if so requested by anyone with voting privileges; otherwise, election shall be by motion and acclamation.
Section 6. Affiliate members. Representatives of Affiliate members and properly invited guests present at a regular meeting of the Association may be accorded the privilege of the floor at the invitation of the President, and may participate in the discussion of matters before the Association.
Section 7. Quorum. All representatives of Full Members of this Association who are present in person or by proxy at a properly scheduled session of any annual or special meeting shall be recognized in determining the quorum authorized to transact any business of this Association. A quorum shall consist of the members eligible to vote present at the meeting.
Section 1. Officers. The elected officers of the Association shall be a President, a Vice President, a Secretary, a Treasurer, and a Director at-large all elected from the representatives of the Full Members of the Association. The officers of the Association shall perform the duties usually performed by such officers, together with such duties as shall be prescribed by these bylaws or by the board of directors. All officers shall on expiration of their terms surrender all property in their possession belonging to their respective offices to their successor.
Section 2. Term of Office. All Officers of the Association shall be elected annually, at the annual meeting, and shall serve from the final adjournment of the annual meeting at which they have been elected until the final adjournment of the next annual meeting, or until their successors have been duly chosen.
Section 3. Nominations. Nominations for each office in the Association shall be made by a nominating committee appointed by the President, but additional nominations may be made from the floor by a Full Member representative.
Section 4. President. The President shall be the principal executive officer of the Association and shall in general supervise and control all of the business of the Association. The President shall preside at all meetings of the members and the board of directors. In general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the board of directors from time to time. The President shall appoint, prior to the annual meeting, the members of all committees other than committees of the board which shall continue to serve throughout the year and until the new committees may be appointed for the next succeeding annual meeting.
Section 5. Vice President. The Vice President shall assume the duties and powers of the president, in the absence of the President, and will perform such other duties as the board of directors may direct.
Section 6. Secretary. The Secretary, under the direction of the President, shall keep the minutes of all Association meetings and meetings of the board of directors, and will submit the minutes for approval of the board. The Secretary shall acquaint each new member with the aims and objectives of the Association, and extend to each new member an invitation to participate as the agency?s representative. The Secretary shall make a verbal report to Association members at the annual meeting at the close of the Secretary?s term.
Section 7. Treasurer. The Treasurer shall receive all monies and gifts paid into the Association, keep a correct account of the same, and pay them out as directed by the Board and/or the Association. The Treasurer shall give a verbal and written financial report at the annual meeting.
Board of Directors
Section 1. Members of the Board. There shall be a board of directors which shall manage the affairs of the Association. The board shall consist of the President (who shall serve as Chair of the board of directors), the Vice President, the Secretary, the Treasurer, the immediate past President, and a director at-large chosen by the board of directors from the membership.
Section 2. Duties. The board of directors shall act for and on behalf of the Association in the interim of annual or special meetings, and shall carry out such other duties as are herein prescribed, or as may be authorized at any Association meeting. No officer shall be compensated but officers may be reimbursed from funds of the Association for expenses incurred in accordance with the Association?s policies as adopted by the board of directors.
Section 3. Meetings. The board of directors shall meet at the call of the President or by a majority of the members of the board of directors. A written or verbal notice of each board of director?s meeting shall be delivered either personally, by telephone, by mail, or by electronic mail to each board member. Meetings shall be called on not less than forty-eight (48) hours? notice, except that the board of directors shall meet immediately after each annual Association meeting. At least one more than one-half of the number of directors shall constitute a quorum for the transaction of business at any board meeting. Any or all directors may participate in a meeting of the board of directors by means of conference telephone; for purposes of all business transacted, including voting, such participation shall constitute presence in person at the meeting.
Section 4. Voting. If any or all members of the board of directors choose to vote via telephone, each board member so voting shall send written confirmation of such vote to the Secretary within seven (7) days of casting such vote. Upon proper notice to all its representatives, the board of directors may also act by written vote of a majority of its representatives, without meeting in person or by telephone, said votes to be filed with the Secretary. No proxies shall be permitted at any meeting of the board of directors.
Section 5. Removal. Any officer-director or past President serving as board member may be removed by the Full Member representatives, whenever in their judgment the best interest of the Association will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The affirmative vote of two-thirds of the members entitled to vote and present, at a meeting at which a quorum is present, shall be necessary for the removal of any officer-director by the members.
Non-officer directors may be removed by the affirmative vote of two-thirds of the body by whose authority they were selected to serve as members of the board of directors, at a meeting called expressly for that purpose.
Section 6. Vacancies. Should a position on the Association’s board of directors become vacant by reason of a director?s death or resignation, by a director’s removal as representative of a Full Member, the board of directors shall select, as soon as possible by an affirmative vote of remaining members of the board, a representative from the Full Members of the Association, to serve on the board until the next annual meeting of the Association.
A. Committees of the Board
Section 1. Planning and Policy Committee. The President shall serve as Chair of the Planning and Policy Committee, which shall have members appointed by the president from the board of directors. Committee members shall develop, and revise as needed, a long-term strategy for consideration of the board of directors, designed to effect the Association purposes and goals of the membership. Activities of the committee shall include reviewing policies developed by the other committees of the Association, as directed and for consideration by the board of directors.
Section 2. Finance Committee. The Treasurer shall serve as Chair of the Finance Committee, which shall have no less than two and no more than four members, appointed by the President from the board of directors. The Finance Committee shall be responsible for oversight of the financial structure of the Association and shall make financial policy recommendations to the board. Committee activities shall include review of financial management policies, budget, audit , and investment policy. The Finance Committee shall be responsible for the proper audit of the Association’s accounts, and shall report to Association members at the annual meeting.
B. NERO Member Committees
Section 1. Other Committees. The President shall appoint, prior to the annual meeting, members to the various committees, which are suggested by the board of directors. Such other committees and task forces may be designated and appointed by a resolution, adopted by a majority of the directors present at a board of directors meeting at which a quorum is present.
Section 1. Fiscal Year. The fiscal year of the Association shall begin January 1 of each year, and terminate twelve months therefrom. The adoption of a budget by the board of directors shall correspond to the fiscal year thus determined.
Section 2. Dues. The amount of dues may be fixed by the Association at an annual meeting. Dues shall be payable before the next annual meeting. Any member whose dues have not been paid shall not have voting privileges.
Section 3. Contracts. The board of directors may authorize any officer or member of the Association to enter into any contract or execute and deliver any instrument on behalf of the Association, an such authority may be general or confined to specific instances.
Section 4. Checks, Drafts, Etc. Except as otherwise provided by these bylaws, all checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by the Treasurer. All expenditures shall be approved by the President. Any expenditures not covered by the budget shall be authorized by the board of directors.
Section 5. Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, other depositories or investment companies as the board of directors may select.
Section 6. Gifts. The board of directors may accept on behalf of the Association any contribution, gift bequest, or devise for the general purpose or for any special purpose of the Association.
Books and Records
Section 1. Accounts and Minutes. The Association shall keep correct and complete books and records of account and shall keep minutes of the meetings of its members and board of directors. The Association shall keep at the office of the Secretary a record giving the names and addresses of members entitled to vote. All books and records of the Association may be inspected by any member, or by a member?s agent or attorney for any proper purpose at any reasonable time.
Section 2. Annual Report. The Secretary and Treasurer shall prepare annual special reports concerning the affairs of the Association to be disseminated to the membership. In addition, the Secretary and Treasurer shall prepare and file all such reports as may be required by federal or state governmental agencies duly authorized to require the filing of such reports.
The proceedings and deliberation of the Association, including meetings of its board of directors, shall be governed by the Rules of Parliamentary Practices established by Roberts? Rules of Order, revised.
The bylaws may be amended at any regular or special meeting of the members of the Association by a two-thirds vote of the representatives of the Full Members present, provided however, that the notice of the meeting shall contain a statement of the intention to amend or repeal existing bylaws, or adopt new bylaws, together with a copy of the proposed amendment or the proposed new bylaws. The board of directors may submit its recommendations on any such proposed amendments, but such action in not required.
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
The Association will not discriminate in any of its activities on the basis of any legally protected classification.