By-Laws

Article I. Name

The name of the organization shall be the New Hampshire Pork Producers Council.

Article II. Objective

The objective and purpose of this organization as a non-profit corporation shall be to promote and support the pork industry, including but not limited to Education, Research, Legislation and Marketing; to coordinate all the work and programs of the New Hampshire Pork Producers Council; and support and endorse the general objectives of the National Pork Producers Council and the National Pork Board.

Article III. Members

Section 1. Classification of members

1. Active membership, with voting privileges, shall be any individual, partnership, governmental unit, or corporation engaged in breeding or feeding swine with two or more porcine animals.
2. Associate membership, without vote, shall be any individual, partnership, firm or governmental unit interested in the advancement of the pork industry.

Section 2. Admission, reinstatement, termination of membership

1. Admission shall be by application to the Board of Directors and shall not be transferable.
2. Reinstatement may be considered by the Board of Directors upon written request of the former member.
3. Termination of membership shall be automatic if a member fails to meet the qualification, or for cause as determined by the Board of Directors.
4. Members of the New Hampshire Pork Producer Council shall automatically be members of the National Pork Producers Council.

Section 3. Dues

Annual dues of active members and associate members shall be determined by the Board of Directors and approved by the membership at the annual meeting. Dues shall be payable on or before January 1, and if not paid by January 31, membership shall be forfeited. The directors may waive dues in any given year.

Article IV. Officers

Section 1. Elected Officers

Elected Officers of the New Hampshire Pork Producers Council shall be President, Vice-President, Secretary, Recording Secretary and Treasurer.

Section 2. Qualifications

The candidates for office shall be active members as defined by Article III, Section 1, A of the by-laws.

Section 3. Nomination and Election

Nominations for officers shall be made from the floor at the Annual Meeting; the consent of the nominee having been given. Election shall be by ballot, except if there is only one nominee for each office, the election may be by voice.

Section 4. Term of Office

Officers shall be elected for a term of one year or until their successors are elected.

Section 5. Vacancy

A vacancy in the office of President shall be filled by the Vice-President. A vacancy thus created in the office of Vice-President, or any other vacancy, shall be filled by the Board of Directors for the remainder of the officer's term.

Section 6. Duties of Officers

1. The President shall:
   1. Preside at all meetings.
   2. Sign certificates, contracts and legal documents.
   3. Be a delegate to meetings of the National Pork Producers Council.
   4. Follow up on duties of other officers.
2. The Vice-President shall:
   1. Be ex-officio member of all committees.
   2. Preside at all meetings in the absence of the President.
3. The Secretary shall:
   1. Handle all membership correspondence.
   2. Maintain a file of all meeting minutes.
4. The Recording Secretary shall:
   1. Keep an accurate record of all meetings.
5. The Treasurer shall:
   1. Keep an accurate record of all Council monies collected and paid out.
   2. Pay all expenses as approved by the Board of Directors.
   3. Keep an accurate and separate record of all Check-off funds collected and paid out.

Article V. Meetings

Section 1. Annual Meeting

The Annual Meeting shall be held in November at a date and place designated by the Board of Directors, with at least 30 days notice to members in writing.

Section 2. Special Meetings

Special meetings may be held on the call of the President, a two-thirds vote of the Board of Directors, or by 15 of the active members of the New Hampshire Pork Producers Council.

Section 3. Quorum

A quorum shall consist of a minimum of five (5) active members at the meeting who are present and voting.

Section 4. Voting

Voting shall be limited to active members and no proxy or absentee voting will be allowed.

Article VI. Board of Directors

Section 1. Composition

The composition of the Board of Directors shall be the elected officers and six (6) members elected from the membership at large.

Section 2. Duties

The duties of the Board of Directors shall include but not be limited to:

1. Conduct the business of the New Hampshire Pork Producers Council between meetings of the membership.
2. Determine the time, place and date for the annual meeting.
3. Such other duties as may rightfully belong or be assigned to the Board of Directors by the membership.

Section 3. Meetings

Meetings of the Board of Directors shall be held as needed. Special meetings may be called by the President or a majority of the members of the Board.

Section 4. Voting

Voting of a majority of those present and voting shall be required on all matters, unless specified otherwise in these by-laws; voting by mail is authorized.

Section 5. Quorum

Quorum shall be a majority of the members of the Board of Directors.

Article VII. National Affiliation

Section 1. Membership

The New Hampshire Pork Producers Council shall be a member of the National Pork Producers Council (NPPC); meeting requirements as outlined in the NPPC By-Laws and a member of the National Pork Board (NPB).

Section 2. Delegates

The membership of the New Hampshire Pork Producers Council shall select delegates to the Annual Meeting of the National Pork Produces Council and National Pork Act Delegate Body following selection and reporting procedures as required by NPPC and the National Pork Act respectively.

Section 3. Producer Advisory Council and State Leadership Assembly

The membership of the New Hampshire Pork Producers Council shall select one individual producer member to serve on the Producer Advisory Council of NPPC and one individual producer member to serve on the State Leadership Assembly of NPB.

Article VIII. Committees

Section 1. Standing Committees

Standing committees of the New Hampshire Pork Producers Council shall be Membership, Education, Marketing, Nominating and Auditing.

1. Committee Membership shall be composed of four members appointed by the President as necessary.
2. Duties of the committees shall be determined by the Board of Directors and programs of work or expenditure of funds shall have prior approval of the Board of Directors.

Section 2. Special Committees

Special committees may be appointed by the President with the approval of the Board of Directors.

Article IX. Finances

Section 1. Fiscal Year

The fiscal year of the New Hampshire Pork Producers Council shall be from January 1 through December 31.

Section 2. Handling of Funds

All funds shall be handled and accounted for by the Treasurer.

Section 3. Accounts

All funds shall be carried in an account of the New Hampshire Pork Producers Council only.

Section 4. Bond Coverage

Appropriate bond coverage shall be provided for those authorized to handle funds; the amount to be determined by the Board of Directors.

Section 5. Audit

There shall be an annual audit performed by a committee appointed by the Board of Directors.

Section 6. Signatures

Required signatures on checks shall be designated by the Board of Directors.

Article X. Dissolution

In the event of dissolution of the New Hampshire Pork Producers Council, the assets, after payment of all liabilities shall be distributed for one or more of the exempt purposes specified in Section 501(C) of the Internal Revenue Code as from time to time amended.

Article XI. Parliamentary Authority

Robert's Rules of Order, current edition, shall govern the proceedings of this association in all cases not provided for by these by-laws or other rules.

Article XII. Amendment

These by-laws may be amended by two-thirds vote of those present and voting at any Annual Meeting, provided the proposed amendment has been submitted to the membership in writing at least thirty days prior to consideration.

Article XIII. Conflict of Interest Policy

Any possible conflict of interest on the part of any member of the board, officer, or employee of the New Hampshire Pork Producers Council, shall be disclosed in writing to the Board and made a matter of record through an annual procedure and also when the interest involves a specific issue before the Board. Where the transaction involving a board member, trustee, or officer exceeds five hundred dollars ($500.00) but is less than five thousand dollars ($5000.00) in a fiscal year, a two-thirds vote of the disinterested directors is required. Where the transaction involved exceeds five thousand dollars ($5000.00) in a fiscal year, then a two-thirds vote of the disinterested directors and publication in the newspaper is required. The minutes of the meeting shall reflect that disclosure was made, the abstention from voting, and the actual vote itself. Every new Officer and new member of the Board of Directors will be advised of this policy upon entering the duties of his or her office, and shall sign a statement acknowledging, understanding of and agreement to this policy. The Board will comply with all requirements of New Hampshire Law in this area and the New Hampshire requirements are incorporated into and made part of this policy statement.

Approved May 12, 1986 - Edmond G. Merrill, President
Amended January 21, 1989 - Edmond G. Merrill, President
Amended November 10, 2002 - Stephen J. Corsetti, President
Amended November 4, 2007 - William Colby, President