ARTICLE I – Name and Offices
SECTION 1. NAME
The name of this Corporation shall be THE MEAT IMPORT COUNCIL OF AMERICA, INC. (hereinafter referred to as “the Corporation”).
SECTION 2. LOCATION OF OFFICES
The principal office of the Corporation shall be located at such place as the Board of Directors (also referred to in these By-laws as “the Board”) may select, and branch offices may be operated at such other places as the Board of Directors may select.
ARTICLE II – Objects
SECTION 1. BUSINESS PURPOSES OF THE CORPORATION
The Corporation is a voluntary organization which operates without pecuniary profit to itself or any member. The purposes of the Corporation, as stated in its certificate of incorporation, and only to the extent that said purposes are lawful, are as follows:
To foster the trade, commerce and interests of importers, exporters, foreign suppliers, end-users, and processors of fresh and/or frozen and/or cured and/or cooked and/or canned imported meats; to seek and obtain relief from unlawful or burdensome exactions, statutes and regulations; to work with importers’ and exporters’ associations, domestic or foreign governmental bodies and others toward solutions to industry problems; to procure uniformity and certainty in customs and usages of the meat trade; to distribute accurate information to its members and to the public; to settle differences and promote free intercourse between its members and those with whom they deal.
SECTION 2. THE CORPORATION
The Corporation, in carrying out the above purposes, will not engage in any action that might be construed as price fixing, conspiracy, restraint of trade, discrimination or any other practice prohibited by law.
ARTICLE III – Membership
No person who is qualified to hold a higher category of membership under Section 3 of this article may hold a lower membership. If, because of changed circumstances or otherwise, the Executive Committee determines that a current member holds membership in the wrong category, the Executive Committee may notify the member and correct the membership category. As used in these By-laws, the word “person” means any individual, partnership, firm or corporation.
SECTION 2. MEMBERS
There shall be one class of members in the Corporation separated into six dues categories: Corporate members; Major Importers and End-users; Medium Importers and End-users; Small Importers and End-users; Brokers, Export Suppliers and Associations; Ancillary Companies.
SECTION 3. Membership Dues Category
Any person representing an importer or end-user based in the United States who has multiple subsidiaries either within the United States and/or overseas is qualified the apply for membership in the Corporate category.
Any person, who is actively engaged in the importation, distribution, processing, retail or food service sale of imported meats, and who takes title to the meat and arranges financing for such transactions, and/or makes decisions on the buying and selling of such meat from producers and shippers, and whose interests are determined by the Board of Directors to be in keeping with the purposes of the Corporation, is qualified to apply for membership in one of the three Importer and End-users dues categories.
Any person, such as a meat broker, exporter to the
United States and meat industry association representative shall be qualified to apply for membership in the Brokers, Export Suppliers and Associations category.
Any person such as a warehouseman, carrier, laboratory, consultant, or other, whose interests are determined by the Board of Directors to be in keeping with the purposes of the Corporation, and who benefits directly or indirectly from importation or exportation of meat, shall be qualified to apply for membership in the Ancillary category.
The determination of which category a member falls into will be made by the MICA Executive Committee and will be subject to review by the Board in the case of dispute by the member or applicant.
SECTION 5. APPLICATION AND ELECTION
Application forms shall be made available by the Secretary upon request. Applications shall be complete upon receipt by the Secretary of properly executed application forms and the tender of initiation fee together with dues for the first year of membership. Applicants shall be elected upon approval of their applications by majority vote at a regularly constituted meeting of the Board of Directors. Confirmation of election will be mailed by the Secretary following the meeting at which such action is taken. If a member is elected during the course of the fiscal year, dues shall be pro-rated monthly. The Board of Directors may waive the tender prior to election of initiation fee and/or dues.
SECTION 6. REPRESENTATION OF MEMBERS
Each member in the Corporation shall appoint and certify to the Secretary of the Corporation, one authorized representative who shall have authority to act for that member in all matters and affairs of the Corporation. Alternates or replacements may be designated and certified by any member. Certification must be in writing.
SECTION 7. TERMINATION OF MEMBERSHIP
At the discretion of the Board of Directors, membership in the Corporation may be terminated for the failure to pay annual dues or assessments within ten (10) days after demand, or for other good cause, and all rights and privileges appertaining to membership shall cease upon such termination.
SECTION 8. RIGHTS OF MEMBERS
All members shall have the right to attend meetings of the members of the Corporation, except as herein otherwise provided, and receive all information distributed by the Corporation which the Board deems to be of general interest to the trade. All members shall have the right to communicate with the Directors concerning problems or other matters of interest, and any such written communications will be considered and acted upon by the Board of Directors when deemed by said Board to be of sufficient importance. Members shall have the right to vote as provided hereinafter in these By-laws.
ARTICLE IV – Meetings of the Association
SECTION 1. ANNUAL MEETING
An Annual Meeting of the members of the Corporation shall be held each year on such date and at such time and place as the Board of Directors or, in default of action by it, the Chairman shall designate. At the annual meeting, any business may be transacted which is consistent with the Constitution and By-laws of the Corporation.
SECTION 2. SPECIAL MEETINGS
The Secretary shall call a special meeting of the members of the Corporation whenever requested by the Chairman, or a majority of the Board of Directors, or 1/5th of the members of the Corporation in good standing. Each such request shall be in writing, shall state the object for which the meeting is to be called, and shall state the time and place of the meeting. A special meeting may be called at any time.
SECTION 3. NOTICE OF MEETINGS
At least ten (10) days prior to the annual meeting, and at least five (5) days prior to every special meeting, the Secretary shall mail to each member written notices of such meeting, stating the time, place and object thereof.
SECTION 4. QUORUM
Members entitled, pursuant to Section 5 of this Article, to cast not less than one-third (1/3) of the total of authorized votes, present in person, by proxy or by duly accredited representative, shall constitute a quorum at any annual or special meeting of the Corporation. If less than a quorum is present, a majority of votes cast by voting members present may adjourn the meeting from time to time until a quorum shall be present, and without further formal notice, at any adjourned session of the meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally convened had a quorum then been present.
SECTION 5. VOTING
At each meeting of the members of the Corporation, each member in good standing at the time of the meeting shall be entitled to vote on every issue upon which a vote is taken, and may vote in person, by its designated representative or alternate or by proxy. All matters, except as otherwise provided in these By-laws, shall be decided by a majority of the votes cast. All proxies shall be in writing and shall be subscribed by a member or his representative.
ARTICLE V – Officers
SECTION 1. OFFICERS
Generally, the officers of the Corporation shall consist of a Chairman, Vice-Chairman, Secretary, Treasurer and such other officers as may be elected by the Board of Directors as hereinafter authorized by this ARTICLE. The Chairman, Vice-Chairman and Treasurer shall be elected at the annual meeting and shall be members of the Board of Directors at the time of their election and shall hold office until their respective successors shall have been duly elected and qualified. The Secretary shall be elected annually by the Board of Directors at its first meeting following the annual meeting of the Corporation and need not be chosen from among the members of the Corporation; he shall hold office until his successor shall have been duly elected and qualified. The Secretary shall be compensated for such services, and additional expenses as approved by the Board, the same to be obtained from existing Corporation funds, or when necessary defrayed by membership assessments. The Board may, from time to time, elect such other officers as may seem to it necessary and may prescribe their duties. All officers shall continue in their offices until their successors shall have been elected or appointed, and shall have qualified.
SECTION 2. CHAIRMAN
The Chairman shall be the chief executive officer of the Corporation. He shall be responsible to the Board of Directors, and, subject to the direction of the Board of Directors, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board are carried out. He shall have authority to sign, in the name of the Corporation, in conjunction with one member of the Board, contracts or other instruments authorized generally or specifically by the Board.
SECTION 3. TREASURER
The Treasurer shall supervise the maintenance of accounts of all moneys received and expended for the use of the Corporation; the making of all disbursements and the deposit of all monies and other valuable effects in the name of and to the credit of the Corporation in such depositories as the Board of Directors shall designate. He shall render a statement of the accounts of the Corporation at each annual meeting and to the Board when so requested. The accounts under his supervision shall be audited as the Board shall direct. In case of his temporary absence or disability, the Board may appoint a Treasurer pro tempore.
SECTION 4. SECRETARY
The Secretary shall keep a record of the proceedings of the Corporation and of the Board of Directors; and of all matters of which a record shall be deemed advisable. The records of the Secretary shall be available for inspection by the Board at all reasonable times. It shall be his duty to notify members of their election, to keep the roll of the members of the Corporation; to issue notices of all meetings of the Corporation and Board of Directors, and to conduct the correspondence of the Corporation.
SECTION 5. VACANCIES AND DISABILITIES
Vacant offices may be filled for the remainder of any term by the Board of Directors. In the event of absence or other disability of an officer rendering it impossible for him to perform his normal functions, the Board may elect a temporary officer to serve until the end of such absence or disability; provided that if the Chairman shall be so absent or under such disability, the Vice-Chairman shall carry out his duties. All temporary officers shall be members of the Board of Directors at the time of their election or appointment.
SECTION 6. REMOVAL
Each officer shall be subject to removal at any time by the affirmative vote of a majority of the whole Board of Directors, subject, in the case of the Chairman, Vice-Chairman and Treasurer, to ratification by members entitled to cast three-fourths (3/4) of all outstanding votes, either by means of a vote or written consent.
SECTION 7. EXECUTIVE OFFICER
In addition to the powers of the Board set out in Section 1 of this ARTICLE relating to officers generally, the Board is specifically authorized to elect an Executive Officer to serve under the direction of the Board and the Chairman and to delegate powers to said Officer, prescribe his duties and determine the title of such Officer. An Executive Officer elected pursuant to this By-law is authorized to receive compensation, as may be determined by the Board. The duties and office of Secretary under Section 4 of this ARTICLE may be assigned to the Executive Officer.
ARTICLE VI – Board of Directors
SECTION 1. POWERS
The Board of Directors shall constitute the governing body of the Corporation. It shall have and exercise all of the powers expressly conferred upon it by the Constitution and By-laws of the Corporation and in addition, may exercise all powers and perform all acts which may lawfully be exercised or performed by the Corporation. When problems of an emergency nature arise, and immediate action is deemed necessary, the Board of Directors may call a meeting without prior notice, and the Secretary simultaneously shall advise all members of the action taken, or to be taken. The Board of Directors is expressly authorized to delegate any of its powers or authority, whether ministerial or discretionary in nature, to the maximum extent permitted by law.
SECTION 2. NUMBER, ELECTION AND TERM
Individuals eligible to be Directors shall be member representatives or non-member officers, i.e., the Secretary or other officers elected or appointed by the Board. The Board of Directors shall consist of no less than twelve (12) or more than twenty-three (23) individuals. At each annual meeting a number of Directors equal to that of those whose terms have expired or a lesser or greater number, as determined by the Board of Directors, shall be elected for the term of three years. Nominations from the floor and cumulative voting for Directors shall not be permitted. Only ballots received by the Secretary by the opening of the annual meeting will be counted. At the expiration of any term, any Director may be reelected, with no limit on the number of terms a Director may serve. The members of the Board shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All Directors shall serve without compensation. The Chairman, Vice-Chairman, and Treasurer are members of the Board of Directors.
In case of any vacancy in the Board of Directors through death, resignation, retirement, or other cause, the remaining Directors may fill such vacancy and the individual so chosen shall hold office until the next annual meeting of the Corporation, and until a successor shall have been duly selected and qualified.
4. CHAIRMAN OF THE BOARD OF DIRECTORS
The Chairman of the Corporation shall be the Chairman of the Board of Directors. He shall preside at all meetings of the Board and he shall be the official representative of the Board in any matter which it may designate.
5. MEETINGS OF THE BOARD
Meetings of the Board of Directors may be held at any time upon notice (a) at the call of the Chairman, or (b) at the request of not less than one-third (1/3) of the Directors expressed in writing and delivered to the Secretary. Any one or more members of the Board may participate in a meeting by means of a conference telephone equipment allowing all persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.
6. QUORUM AND VOTING
At all meetings of the Board of Directors, a quorum for the transaction of business shall be seven (7) Directors. All resolutions and actions must be approved by a majority of the Directors in attendance, except where these By-laws specifically require approval by a different number. Each Director shall have one vote on any matter voted upon.
7. HONORARY DIRECTORS
At the discretion of the Board, retired Directors who have contributed extraordinary and distinguished service to the Corporation may be designated “Honorary Directors.” Such designation will attest to the appreciation of the management and members for the contributions made by such Honorary Directors, whose names and designations may be shown, as appropriate, on membership lists and otherwise, as the Board may direct. Honorary Directors shall not be deemed Directors for purposes of the other Sections of this ARTICLE. In particular, they shall not be entitled to vote, they shall not count for purposes of the maximum or minimum number of Directors in the Corporation or for purposes of determining quorums, nor shall they have any duty, power or responsibility by virtue of their position as honorary director, except as provided in this Section.
ARTICLE VII – Committees
SECTION 1. CLASSIFICATION OF COMMITTEES
The classes of committees of the Corporation shall be:
(a) Standing Committees, created by resolution of the Board of Directors, for the purpose of investigation and study of matters relating to the accomplishment of the general purposes, business and objects of the Corporation of a continuous and recurring character, or of matters arising within specific geographical areas, all of the foregoing within the limitations of this By-law provision and of the powers conferred.
(b) Special Committees created either by resolution of the Board of Directors or by written direction of the Chairman, for the purpose of investigation and study of matters relating to specific purposes, business and objects of the Corporation of an immediate and non-recurring character, and exercising such other powers as are conferred. The life of each special committee shall continue until the end of the next annual meeting following its creation unless continued by the Chairman. The resolution or order creating a special committee shall define the powers and duties of such committee.
(c) A permanent Executive Committee composed of no less than four directors of the Corporation including the Chairman, Vice-Chairman and Treasurer of the Corporation, and other members to be appointed by the Board. The Chairman of the Corporation shall be Chairman of the Executive Committee. The principal concern of the Executive Committee shall be the defense of meat imports into the United States, and it is authorized to take action, and commit funds of the Corporation, toward that end. A majority of the Executive Committee shall constitute a quorum for taking action, and all action shall be approved by a majority of the said committee. Meetings may be called upon such notice as is reasonably practicable under the circumstances. Notwithstanding any other provision of this Sub-section (c) the Board of Directors may, by resolution, limit the authority of the Executive Committee, and may, by resolution, delegate additional authority to the extent permitted by these By-laws and consonant with the law. At each meeting of the Board of Directors, the Chairman shall report on all action taken by the Executive Committee since the last meeting of the Board of Directors.
SECTION 2. APPOINTMENT AND REMOVAL
Unless otherwise stated in the provision creating a committee, the Chairman shall have the power of appointment and removal of standing and special committee members and shall designate committee chairmen. The terms of all committee members shall extend until the next annual meeting after appointment, and until their successors have been appointed.
SECTION 3. NUMBER OF MEMBERS
Unless otherwise stated in the provision creating a committee, there is no limitation of the number of members who shall serve thereon. The Chairman shall be a member ex officio of all standing and special committees.
SECTION 4. MEETINGS
Meetings of each committee shall be held upon call of its chairman. Any one or more members of the Committee may participate in a meeting by mans of a conference telephone equipment allowing all persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.
SECTION 5. NOMINATING COMMITTEE
During the month of May in each year the Chairman shall appoint a Nominating Committee of five or six member individuals, at least three of whom shall be members of the Board and at least two of whom shall not be members of the Board, whose duty it shall be to nominate candidates for Directors and Officers to be elected at the next annual election. They shall notify the Secretary in writing at least forty-five (45) days before the date of the annual meeting, of the names of such candidates, and the offices for which any of such candidates are nominated, and the Secretary shall mail a copy thereof at least thirty (30) days before the date of the annual meeting to the last recorded address of each member. During its deliberations, the Nominating Committee shall take account of past performance by current members and responses received from prospective Board Members regarding acceptable Board member participation. In the event that any candidate so selected shall be or shall become unwilling or unable to stand for election, the Nominating Committee may select a replacement and shall notify the Secretary who in turn shall notify the members, as far in advance as possible, and in the manner considered most appropriate, under the circumstances. Nominations for Directors only may also be made in writing, endorsed with the names of not less than three members of the Corporation, if received by the Secretary at least fifteen (15) days prior to the annual meeting of the Corporation. Each member may endorse only one (1) such nomination. The Secretary shall mail a ballot containing the names of all candidates, clearly indicating those nominated by the committee and those by write-in nomination, to the last recorded address of each member at least ten (10) days prior to the annual meeting of the Corporation. Each member of the Nominating Committee shall have one vote on any matter voted upon.
SECTION 6. PRINCIPLES TO BE FOLLOWED BY THE NOMINATING COMMITTEE
It is the intent of this By-law that, in carrying out its responsibilities, the Nominating Committee shall normally attempt to observe the following principles:
1. The Chairman shall serve for a period of two years.
2. On the retirement of the Chairman, he shall serve as Vice-Chairman for the ensuing year.
3. In selecting Vice-Chairman nominees other than past Chairman, the Nominating Committee will appoint a Vice-Chairman, who after one year will succeed the current Chairman and serve for a period of two years.
ARTICLE VIII – Corporate Moneys and Liability
SECTION 1. LIMITATION OF LIABILITY
No agreement, contract, or obligation involving the payment of money or the creditor liability of the Corporation may be made by any member. No agreement, contract or obligation involving the payment of money or credit or liability of the Corporation, excepting normal operational expenses, may be made by any single officer or director, without the approval of the Board of Directors. No agreement, contact or obligation involving the payment of money or the credit or liability of the Corporation may be made by any special or standing committee without the approval of the Board of Directors, except with respect to moneys which have been appropriated by the Board of Directors for the use of such committee.
SECTION 2. BANK ACCOUNTS
The funds of the Corporation shall be deposited with such depositories as shall be designated by the Board of Directors. The Treasurer or other person authorized by the Board shall have power to make such withdrawals as are determined or authorized from time to time by the Board, either specifically or pursuant to general policies. The signatures of at least three (3) persons, including at least two (2) Directors are to be certified with each depository. On all withdrawals of five thousand dollars ($5,000.00) or more two signatures, including at least one Director’s signature, are mandatory.
ARTICLE IX – Dues and Assessments
SECTION 1. INITIATION FEES
The amount of initiation fees shall be determined by the Board of Directors and may be changed by the Board from time to time.
SECTION 2. ANNUAL DUES
Annual dues are payable on the first day of each fiscal year by all members. The amount of annual dues shall be determined by the Board of Directors and may be changed by the Board from time to time.
SECTION 3. FISCAL YEAR
The fiscal year of the Corporation shall commence on the first day of September of each year and end of the last day of August.
SECTION 4. ASSESSMENTS
The Board of Directors may levy special assessments of the membership to maintain a sufficient operating balance in the depository of the Corporation, to obtain funds necessary for the employment of counsel, or to meet any other necessary authorized expenses.
ARTICLE X – Amendment of By-laws
SECTION 1. METHODS
By-laws may be revised and amended by vote of two-thirds (2/3) of the entire voting membership present in person, by duly accredited representative, or by proxy, at any meeting of the Corporation, in the notice of which a copy of the proposed amendment or of the substance thereof shall have been given at least one (1) day preceding the meeting at which such action is to be taken.