BC PORK PRODUCERS ASSOCIATION
CONSTITUTION & BYLAWS
The name of the Society is the B.C. Pork Producers Association.
The purposes of the Society are:
- To promote interest in the breeding and production of swine within the Province of British Columbia, in whatever way the Association may see fit.
- To promote interest in exhibiting swine and to co-operate with Exhibition Boards in arranging classifications and adjusting rules and regulations of such exhibitions.
- To promote and encourage the exchange of information between packing, retail, and feed groups of the swine industry and the consuming public.
- To administer programs pertaining to the hog industry in British Columbia.
- To do everything incidental and necessary to attain the preceding objective throughout the Province of British Columbia
The operations of the Society are to be chiefly carried on in the Province of British Columbia.
In the event of winding up or dissolution of the Association, funds and assets of the Association remaining after the satisfaction of its debts and liabilities, shall be given or transferred to such organization or organizations concerned with purposes similar to the purposes of this Association, as may be determined by the members of the Association at the time of winding up or dissolution. This provision with reference to dissolution is unalterable.
ARTICLE I – MEMBERSHIP
There shall be the following classes of members:
- Active Members;
- Associate Members
Any individual, partnership or corporation engaged in pork production in the Province of British Columbia who is a registered producer under the B.C. Hog Marketing Scheme, or who has previously been a Registered Producer for a minimum of 10 years, may apply for and hold one active membership in the Association.
Associate members in the Association shall be open to representatives from the packing, retail, feeding industries, and all other residents in British Columbia who show an interest in the swine industry.
The Associate members will not have a vote in the business of the Association and are not eligible to stand for election to the Association’s Board of Directors
Careful consideration will be taken in suggestions from Associate members.
Their membership fee shall be set by the Board of Directors from year to year.
The Board of Directors has discretion to accept or reject an application for membership in the Association provided that before membership is accepted the applicant must pay to the Association the membership fee. The exercise of the said discretion is subject to review at any meeting of the members of the Association.
The membership fee for each class of members, shall be determined by the Board of Directors.
The Board of Directors shall determine the day in each year when the membership fees from each members shall be paid.
Duties of Members:
It is the duty of each member, in order to remain in good standing in the Association, to comply with the Bylaws of the Association and pay, when due, the membership fee for the current year.
ARTICLE II – TERMINATION OF MEMBERSHIP
Condition under which membership in the Association ceases:
- Any member who desires to withdraw from membership in the Association may notify the secretary in writing to that effect and on receipt by the secretary of such notice, the member shall cease to be a member.
- A member shall cease to be a member if such member fails to pay the annual membership fee on the due date.
Condition under which a member may be expelled from the Association:
The membership of any member may be terminated for cause as determined by members at a General Meeting of the Association.
ARTICLE III – MEETINGS OF MEMBERSHIP
Month of Annual General Meeting:
The Annual General Meeting of the Society shall be held at the time and place in accordance with the Society Act, that the Directors decide.
Every notice of a general or special meeting of the Association shall state the nature of the business of the meeting and shall indicate the time and place of the meeting.
The Manner in Which Notice is to be Given:
Written notice of the Annual meeting shall be deemed to be given to every member if sent by regular or electronic means14 days prior to the date of the annual meeting.
The Board of Directors or ten percent of the membership of the Association may call a special meeting of the Association for any purpose.
Any person calling a meeting of the membership of the Association pursuant to Article III Clause 4, shall be responsible for the administration and preparation of the meeting.
The rules of procedure at an annual general or special meeting shall be determined by the Board of Directors, if if any member objects, the Roberts’ Rules of Order shall apply.
Quorum for General and Special Meetings:
A quorum for the transaction of business of any annual, general or special meeting of the Association shall be at least 25% of the membership.
Voting Rights of Members:
(a) Only active members can vote at any meeting of the members of the Association.
(b) Where an active member consists of a partnership or corporation with two or more individual participants, such active member shall delegate its voting rights to one of its participants or employees by executing in writing such form as the Directors of the Association shall from time to time require. Such individual participant or employee shall be known as the “authorized representative” of the active member and shall exercise all rights, voting or otherwise, of the active member until such time as his authority is withdrawn by the active member by notice in writing to the Association.
Rights to Members to Vote:
Every member present in person at a meeting of the Association shall have one vote, and shall be entitled to a vote as proxy for not more than three members.
Method of Voting:
Voting may be by show of hands, or by ballot. In case of a vote by show of hands, the declaration of the chairman of the meeting shall be conclusive evidence of the result unless three or more members before or on the declaration of the results demand a poll, then a poll shall be forthwith taken.
Every member shall be entitled to appoint a member of the Association as proxy to vote on his behalf.
(a) The instrument appointing a proxy shall be in writing under the hand of the appointer, or, if the appointer is a corporation, under its common seal and shall be deposited at the registered office of the Association not less than forty-eight hours before the time for holding the meeting at which the member named in the instrument proposes to vote, and in default the instrument of proxy shall not be valid.
(b) An instrument appointing a proxy may be in the following forms, or in any other form approved by the Directors:
I, ________________________, of ______________________, being a member of the B.C. Pork Producers Association hereby appoint ___________________, of _________________, also a member of the said Association, as my proxy to vote for me and on my behalf at the general meeting of the Association to be held on the _________ day of __________, ___________.
Order of Business:
Listed as Follows:
- Roll Call.
- Minutes of Previous meeting.
- Report of Secretary-Treasurer : Directors.
- Report of Committees.
- Unfinished Business.
- Election – Directors and Officers.
- New Business
ARTICLE IV – DIRECTORS AND OFFICERS
The Association’s Board of Directors shall be comprised of a minimum of 3 and a maximum of 5 members. A resolution passed by the Members at a General Meeting shall set the number of Directors and that resolution remains in effect until changed by a subsequent motion of another General Meeting.
Directors shall be elected by the Members at a General Meeting and shall serve two year terms. A Director who’s term is ending is eligible for re-election provided he remains a member of the Association.
The members whose names appear upon the membership list, but no others, shall be entitled to vote at an election for Directors.
Each member is entitled to vote for the requisite number of candidates.
Appointment of Directors:
In the event that a Director for any reason, ceases to hold office before completion of his term, the remaining Directors may appoint in his stead, any active member qualified to be a Director and the active member so appointed shall hold office as a Director for the residue of the term of the Director so replaced.
Duties and Powers of the Directors:
The management and the administration of the affairs of the Association shall be vested in the Directors. In addition to the powers and authority given by the Bylaws or otherwise expressly conferred upon them, the Directors may exercise all such powers of the Association and do all such acts on its behalf as are not stated by the Societies Act or any of these Bylaws required to be exercised or done by the Association at a general or special meeting, and the Directors shall have full power to make such rules and regulations as are not inconsistent with the Constitution of the Association and these Bylaws.
The Directors shall determine their own procedures and a quorum for the transaction of business at a Directors’ meeting shall be two.
Meetings of the Directors may be called by the President, or by two or more Directors.
A resolution in writing signed by all of the Directors personally shall be valid and effective as if it has been passed at a meeting of the Directors duly called and constituted.
No Director shall receive remuneration from the Association for his or her duties unless such remuneration is approved by the Board of Directors.
Removal of Directors
Directors shall cease to hold office upon their ceasing to be active members of the Association or authorized representatives of active members of the Association.
Twenty five percent of the members, but in no case less than 2 members, can require the Directors to call a special meeting of the members of the Association for the purpose of removing any member of the Board of Directors and/or submitting a new member in that position.
Any Director who is absent without reasonable excuse from any two consecutive meetings of the Directors shall be deemed to have vacated his position as a Director.
Election of Officers
The Officers of the Association shall be elected by the Directors at the first meeting following the annual Director elections and will hold office until the first meeting of the Directors after the Director elections in the following year.
Duties and Powers of Officers
The Secretary shall keep the records of the Association and shall perform such duties as may be delegated by the Board of Directors. The Secretary is also an ex-officio member of all committees.
The Treasurer shall be responsible for the funds of the Association, and subject to the control of the Board of Directors, shall be responsible for supervising the payment of all moneys of the Association. The signing authority for all cheques shall be set by the Board of Directors and shall be reviewed annually.
The President shall be the Chief Officer of the Association. The President shall hold office for one year until his successor is elected. The duties of the President shall be to preside at all meetings of the Association and the Board of Directors, to exercise a general supervision over the affairs of the Association, and generally to do all matters, acts and things as are usually done by Presidents of similar organizations. He shall be an ex-officio member of all committees appointed.
The Vice-President shall generally assist the President. In the event of the absence or disability of the President, the Vice President of the Association to perform his duties and possess his authority. The Vice-President shall be ex-officio members of all committees.
Removal of Officers:
Officers of the Association may be removed as officers by a majority vote of the Board of Directors. Officers so removed may remain members of the Board of Directors.
Any officer who is absent without reasonable excuse from any two consecutive meetings of the officers shall be deemed to have vacated his or her office.
ARTICLE V – BORROWING POWERS:
The Association shall have the power to borrow or raise or secure the payment of money in such manner as the Association, by extra-ordinary resolution, shall see fit and without limiting the foregoing, the Association may issue debentures and other charges upon all or any of the Association’s present or future property, and to purchase, redeem or pay off any such security.
ARTICLE VI – AUDITS OF THE ACCOUNT OF THE ASSOCIATION:
The Association at each annual general meeting shall appoint an auditor. His duties shall be to examine the books of account of the Association, vouchers for all payment and present the usual report thereon before the next annual general meeting.
The Directors shall present before the members of the Association at the annual general meeting, a financial statement showing the income and expenditures, assets and liabilities, of the Association during the preceding fiscal year, the said financial statements shall be signed by two or more members of the Directors and the Association’s auditor.
ARTICLE VII – THE SEAL:
The seal of the Association shall be kept in the custody of the Secretary of the Association.
Affixing the Seal
The seal of the Association shall not be affixed to any document or instrument unless authorized by the Directors and then only in the presence of such officers as the Directors to affix the seal of the Association and shall sign every instrument to which the seal is affixed in their presence.
ARTICLE VIII – MAINTENANCE OF MINUTES AND OTHER BOOKS AND RECORDS:
The Directors shall see that the minutes of members’ meetings and minutes of Directors’ meetings, and all other necessary books and records of the Association required by the Bylaws of the Association or by an applicable statute or law are regularly and properly kept.
ARTICLE IX – INSPECTION OF RECORDS OF THE ASSOCIATION:
The books and records of the Association shall be open to inspection by the members at all reasonable time at the offices of the Secretary and the Treasurer of the Association.
ARTICLE X – ALTERING BYLAWS:
The Bylaws of the Association may be amended at any general, special or annual meeting of the Association by a special resolution.
Notice to amend any Bylaws or to introduce a new one shall be given in writing at a meeting of the Association, previous to the meeting, or mailed to a member 14 days in advance of the meeting at which it is intended to be considered.
Any general resolution or motion shall be deemed passed, if a majority vote of the members present vote in favour of such resolution or motion.
A special resolution requires two thirds majority vote of those present at a properly called meeting.
ARTICLE XII – FISCAL YEAR:
Fiscal year is January 1st through December 31st.