CATTLE FEEDERS COUNCIL


ARTICLE I 


NAME:

The name shall be South Dakota Cattlemen’s Association (SDCA) Cattle Feeders Council serving  as Cattle Feeders Council to South Dakota Cattlemen’s Association.  Hereafter referred to as  “Council”. 

ARTICLE II

MEMBERSHIP:

The Council shall consist of:


1. PRODUCER MEMBERS

a. Any member actively engaged in the production aspect of the cattle feeding industry.

b. Voting memberships: producer member’s dues shall be SDCA dues plus one time yard 10 capacity x $.25 = minimum $185 / maximum $2500. shall be $100/year or $270/three  years, and shall be paid to the SDCA.


2. ASSOCIATE MEMBERS a. Associate members shall consist of any individual or group who wishes to contribute materially or financially or participate in the activities of the SDCA via the Council and  who are interested in the development and betterment of the cattle feeding industry  in South Dakota.  They will not be eligible for a voting membership. b. Associate memberships:  associate member’s dues shall be SDCA dues plus $125 per  Cattle Feeders Council associate member.  

ARTICLE III

PURPOSE:

The purpose of the Council shall be:

1. To promote and support policies to maintain and/or increase the cattle feeding in the state.

2. To provide a representative voice on issues facing the cattle feeding industry within the  state, nationally, and internationally.

3. To assist in the planning and promotion of educational activities, seminars, and other  related projects.

4. To assist and promote tours and cattle feeding projects, which serve to promote the cattle  feeding industry.

5. To be available in an advisory capacity to any South Dakota youth group or state institution in regard to the cattle feeding industry projects and activities.

6. Do all things with the framework of the law to improve the cattle feeding industry in South Dakota, the nation, and the world. 

ARTICLE IV

MEETINGS: 

1. The annual meeting of the voting Council members and associate members shall be held during the SDCA annual meeting.  Not less than  days before the date of such annual  meeting, the Secretary advise each member in writing of the hour and place of the annual  meeting.

2. Conference calls and/or electronic meetings shall constitute a meeting provided the other  specifications are met. The mid-year meeting of the voting members of the Council and  associate members shall be held in conjunction with DakotaFest every year.

3. Special meetings of the voting members of the Council may be agreed upon at any time or  called by the President. Notice of such special meeting shall be sent not less than ten (10)  days prior to such meeting, directed to everyone, stating the date, place of such meeting,  and the business to be transacted. 

a. Any member may bring a guest to any meeting of the Council, but a guest or associate  member shall not take part in any discussion at such meetings unless permission first  is granted by a majority of the voting members.

4. A quorum shall constitute at least 10% of the voting members of the Council with 51%  required to pass business.

ARTICLE V

INDEMNIFICATION: 

No officer or director of the Council shall be liable to any member or associate member of the Council for any action taken or neglected or refused to be taken by him/her as a director or officer with respect to any matter within the scope of his/her official duty, except such act of neglect or failure to act as shall  constitute gross misconduct in the performance of his/her duties as a director or officer. Each director and officer of the Council shall be indemnified by the Council against all costs and expenses, including Council fees, actually necessarily incurred by or imposed upon him/her in connection with the defense of any action, suit or  proceeding to which he/she shall be made a part by reason of his/her being or having been a director or officer  of the Council, whether or not he/she continues to be a director or officer at the time of incurring such costs and  expenses, except in relation to any matter as to which he/she shall be judged in such action, suit, or proceeding,  without such judgement being reversed to have been liable for gross misconduct in the performance of his/her  duties as such director or officer.  In the event of the settlement of such action, suit or proceeding prior to final  judgement, the Council shall also make reimbursement or payment of the costs, expenses, and amounts paid or  to be paid in settling any such action, suit or proceeding, when such settlement appears to be in the interest of  the Council in the opinion of the majority of the directors who are not involved, or if all are involved, in the opinion of counsel for the Council.

ARTICLE VI

BOARD:

 The Council’s Board of Director’s shall consist of: 1. DIRECTORS: The state of South Dakota shall be divided into 4 districts.  Each district will  have 1 director (map attached). 

a. A director shall represent the cattle feeders from the district where he/she is from.

b. Each director may appoint a substitute director by notifying the Council President,  before the meeting.

c. Directors will serve 3-year terms with no more than 2 consecutive terms being served.

2.1. OFFICERS:  The officers of this organization shall be President, Vice President, and 80 Secretary/Treasurer.  

a. The elective President, Vice President, and Secretary/Treasurer, shall be elected  annually by the voting members.  Each officer may hold office for one year, no more than two consecutive terms.  Reimbursement for Council expenses requires the  Council’s prior approval.

  b. Any vacancy of any office because of death, resignation, removal, disqualification, or  otherwise, may be filled by a majority vote of the voting members for the unexpired  portion of the term at any of its meetings. 

c. The President shall preside at all meetings of the Council and shall perform such  other duties as may be assigned to him/her by a majority of the voting members.  The President shall have the right to vote on all matters coming before the meeting.

d. In absence of the President, and in case of inability to act or his/her refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have the powers of and be subject to all the restrictions imposed upon the  President.  The Vice President shall perform such other duties as from time to time  may be assigned to him/her by the President of by a majority of the voting  members.

e. The Secretary shall be custodian of the records and shall keep a roll of the members  and attend to the giving and serving of notices to members and of meetings of the membership.  He/she shall perform such other duties as are usually pertinent to this  office, or as may be required of him/her by the directors.  He/she may, with the approval of the majority of the directors, delegate to an assistant all or any part of  the duties herein assigned to him/her.

f. The Treasurer shall account and oversee the transactions of his/her office annually  or at any time upon the request of the majority of the voting directors.  It shall be the duty of the Treasurer to oversee to the following:

i. All bills will be paid by check. ii. Receive from a designated depository bank all membership fees and disperse  the funds of the Council.

iii. Annually prepare a draft of the budget or estimate containing the anticipated  income and expenditures incident to the affairs of the Council for the coming  year. iv. Have accounts audited periodically by the Council.

v. Make a report of the financial condition of the Council at the annual meeting of  members and shall, from time to time, make such additional reports as may be required by a majority of the voting members.

vi. In general, perform all duties incident to the office of Treasurer and such other duties as, from time to time may be assigned to him/her by the President or by a majority of the voting members.

vii. The treasurer may delegate to an assistant all or any part of the duties herein  assigned to him/her.

ARTICLE VII 

PARTNERSHIP WITH THE SOUTH DAKOTA CATTLEMEN’S ASSOCIATION:

The Cattle Feeders Council will select 2  members from the Cattle Feeders Council to serve on the Board of Directors of the South Dakota Cattlemen’s  Association (SDCA).

ARTICLE VIII

RULES OF ORDER:

The rules of parliamentary procedure as laid down in Robert’s Rules of Order shall govern all meetings of the Council, when not in conflict with the bylaws.

ARTICLE IX

AMENDMENT:

The bylaws may be amended, repealed, or altered in whole or in part by two-thirds of the vote  of the voting members at any legally constituted membership meeting; provided that a copy of the proposed bylaws have been sent with the notice of the meeting.

Re-typed and updated formatting 8/15/2019