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By-Laws
BYLAWS
OF THE
NATIONAL EGG REGULATORY OFFICIALS
ARTICLE I
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.
ARTICLE II
Principal Office and Registered Agent
Section 1. The principal office of the Association
shall be located with the Treasurer of the Association.
ARTICLE III
Membership
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.
ARTICLE IV
Meetings
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.
ARTICLE V
Officers
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.
ARTICLE VI
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.
ARTICLE VII
Committees
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.
ARTICLE VIII
Fiscal Affairs
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.
ARTICLE IX
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.
ARTICLE X
Procedure
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.
ARTICLE XI
Amendments
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.
ARTICLE XII
Dissolution
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.
ARTICLE XIII
Nondiscrimination
The Association will not discriminate in any of its
activities on the basis of any legally protected classification.
Revised March 2003
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