Constitution and By-laws of the Pennsylvania Deer Farmers Association, Inc.
Drafted July 12, 2003
Adopted January 30, 2004
Revised October 4, 2018
Adopted March 30, 2019
Revised October 9, 2019
Adopted February 22, 2020
Article I. Name and Mission
Section 1. This association shall be known as the “Pennsylvania Deer Farmers Association, Inc.”
Section 2. Mission of the Pennsylvania Deer Farmers Association
- To preserve and promote and protect Pennsylvania’s quality Cervid industry.
- To provide educational opportunities for our members through the sharing of information, to educate the general public and others about the Cervid industry.
- To be a collective voice in governmental and any other issues that may benefit or adversely affect the Cervid industry.
- Promote high ethical standards in the care, handling, and harvesting Pennsylvania’s Cervids.
- To insist that our membership operate in a legal, honest and forthright manner with fellow members, other cervid producers and the general public.
- This association shall be licensed by the state of Pennsylvania, and operated as a nonprofit organization.
Article II. Membership
Section 1. Membership dues
- The board of directors shall set the amount of membership dues.
- Membership dues are due on or before June 1 of each calendar year. The membership year shall be June 1st to May 31st.
- Dues, once accepted, are non-refundable.
Section 2. Voting membership
- Fee shall be set by the board of directors annually and shall be open to all Pennsylvania’s licensed propagators, menageries, and hunting preserves. Full individual members shall have full voting rights (includes licensee, child, spouse, business partner who is actively involved in the operation).
- Voting members must be at least 18 years of age.
- Life membership
- Life membership shall have all voting membership privileges without payment of annual dues upon payment of a one-time fee. Life members must be at least 18 years of age.
Section 3. Associate Membership
- Fee shall be set by the board of directors annually due at the date of the annual meeting.
- Shall be open to include licensee, child, spouse, business partner, associate, veterinarian, supplier, out of state cervid producers, employees and other interested individuals.
- This is a non-voting membership.
- This membership has no minimum age.
Section 4. Denial of Membership
- The board of directors reserve the right to deny any and all memberships.
- Anyone denied/revoked from membership in the Association may appeal in writing to the President within 30 (thirty) days.
Article III. Officers and Directors
Section 1. Officers
- The officers of this Association shall consist of: (1) president, (2) vice-president, (3) secretary and (4) treasurer.
Section 2. Directors
- There shall not be less than 11 (eleven) and no more than 15 (fifteen) directors.
- Directors must be at least 18 years of age.
Section 3. Membership of Officers and Directors
- All officers and directors shall be current full voting members.
Section 4. Payment for Services
- No officer or director shall receive any monies for their services.
Section 5. Reimbursement of Expenses
- An officer or director may be reimbursed for expenses upon prior approval of the board to pay such expenses when such expenses are incurred conducting business for this association.
Article IV. Officers and Directors Responsibilities and Duties
Section 1. President
- The president is the official spokesperson for the Association or will delegate a spokesperson. He/she will set agendas for board and full membership meetings, call and preside over all meetings and assign committee chairpersons.
Section 2. Vice-President
- The vice-president will assume the responsibilities of the president in the absence of the president. He/she will assume the responsibility of promoting the Association overseeing and facilitating the work of all committees.
Section 3. Secretary
- The secretary will record and maintain minutes of all meetings. He/she will maintain and disseminate all correspondence and tally votes.
Section 4. Treasurer
- The treasurer will keep a complete and accurate record of all transactions and report to the board and full membership at all meetings. He/she will pay bills in a timely manner. All transactions will be made by check, all checks will be signed by one officer. A treasurer’s report shall be given at all annual meetings, special meetings and meetings of officers and directors.
Section 5. Directors
- The board of directors shall be the governing body for this Association. The board of directors shall determine the policy for the Association within the guidelines established by these bylaws.
Section 6. Committees
- Board members at large shall serve as chairpersons of committees as assigned by the president. They shall attend and participate in board meetings on a regular basis. They shall promote the Pennsylvania Deer Farmers Association and its mission.
Section 7. Disputes
- All disputes will be handled by the officers and the board of directors of the Association.
Article V. Election of Officers and Directors
Section 1. Terms
- All officers and board members will serve a three-year term. There shall be no limit to the number of terms they hold. Terms to begin and end at the annual meeting. There will be staggering terms with one third of the directors elected each year.
Section 2. Nominating Committee
- The president of the Association shall appoint a three-member nominating committee, consisting of three members, not up for re-election at the first meeting of each year.
- Nominating committee shall contain at least one member of the current board.
Section 3. Election Procedures
- The board shall accept nominations starting the day following the annual meeting.
- All nominations shall close 90 (ninety) days prior to the annual meeting.
- Voting members unable to attend the annual meeting should request an Absentee Ballot via the PDFA Office. They may be requested after the close of nominations.
- All completed Absentee Ballots must be received by the secretary (30) thirty days prior to the date of the annual meeting.
Article VI. Removal of an Officer or Director
Section 1. Removal
- An officer or director not fulfilling his duties may be removed from office by a majority vote of the board members present at a scheduled meeting.
- Any board member failing to attend 3 (three) consecutive board meetings without a prior legitimate excuse will be considered to have abandoned his/her position.
Section 2. Vacancies
- The vice president shall serve in the absence of the president.
- In the absence, inability, or removal of the vice-president, secretary or treasurer, the president shall appoint another board member to assume the duties and responsibilities of that office. The vacancy shall then be filled by election by the board. The person elected does not need to be a current board member.
- Any vacant position, on the board, may be filled by the majority vote of the board of directors. The appointed board member shall serve the term of the person being replaced.
Article VII. Meetings
Section 1. Annual Meeting
- There shall be at least one annual meeting of the full membership no later than the thirtieth of May of each year.
Section 2. Additional Meetings
- Additional membership, educational, or benefit meetings may be called at the discretion of the officers and directors.
Section 3. Officer and Directors Meetings
- The officers and directors shall hold regular meetings. Additional meetings may be called by the president as needed.
Section 4. Quorum
- A quorum of at least one half of the officers and directors must be present to hold meeting.
Section 5. Meeting Agendas and Minutes
- All board meeting agendas and minutes will be made available to the general membership upon written request to the president.
Article VIII. Conduct of Meeting
Section 1. Robert’s Rules
- All meetings shall be governed by Robert’s Rules of Order.
Section 2. Electronic/Email Voting
- All participants must have access to the necessary equipment for participation in the email vote. If any participants do not have access, a vote for or against must be taken via phone call in the event an email cannot be taken. The President shall call those without email access to obtain their vote. An additional board member appointed by the Vice President shall make a secondary contact to validate the vote.
- The President shall develop the time frame for the email vote.
- A minimum of two days-notice shall be provided to all participants via email or telephone by the Secretary. Notice shall include the motion and supporting documentation for the email vote.
- A second is not necessary for the motion to be considered.
- Only one Email motion may be considered at a time. Each motion must be completed before a new motion may be considered.
OPENING A MOTION FOR CONSIDERATION
- The President shall assign a number to the motion and shall include the number in the subject line. (Example: PDFA Email Motion 2019-1)
- The subject line must include the word “Motion.”
- The first line of the message must begin with “It is moved to (or that)…” If the motion comes from a specific officer or committee member “(name of officer) moves to (or that)…”
- Members shall use “Reply All” in all messages.
- Members may respond at will, that is, without seeking recognition from the President.
- The President shall put the question to a vote by restating the pending question and requesting the members to vote now. The word “vote” shall be in the subject line. (Example: PDFA Email Motion 1-a Vote)
- The President shall include the time frame/deadline for the vote.
- Members shall state, “I vote yes,” or “I vote no” in the first line of the response and use “Reply All”.
- The secretary shall tally the votes and report the result of the vote to the participants, including the number of votes cast for and against the motion.
- The President shall announce the results of the vote.
- The President shall either state the next pending motion and open debate or shall declare the thread on “PDFA Email Motion (number)” closed.
SECRETARY’S RECORDS AND MINUTES
- The secretary (or committee member so designated) shall compile and maintain the complete thread of the motion and its disposition including all secondary and incidental motions.
- The secretary shall prepare minutes of the vote and shall send the minutes marked “draft” to all the members.
- These minutes shall be approved at the next regular meeting.
- Any member shall have the right to request a copy of the message thread of a motion.
SAMPLE MINUTES OF AN E-MAIL VOTE
- On October 15, 2009, at 2:45 p.m. CST, Catherine Luther, president of the Wittenburg District LWML, e-mailed to all members of the Board of Directors. PDFA Email Motion 1: To allow grant recipient #23 Peace Lutheran Church to redirect their grant funds to build a preschool instead of an elementary school. E-mail debate continued until October 21, 2009, at 4 p.m. The President put the question to an Email vote at 5 p.m. on October 21, 2009. The vote closed at 5 p.m. on October 23, 2009. By a vote of 7 in favor and 1 opposed, the motion was approved.
Article IX. Committees
Section 1. Standing Committees
- The board of directors shall decide any standing committees that are deemed necessary and proper to fulfill the objective of this Association.
Section 2. Special Committees
- All special committees shall be appointed by the board
Section 3. Committee Chairperson
- All standing or special committee chairperson(s) shall be members of the board of directors.
- The committee chairperson shall be appointed by the president. Other members of the committee may be appointed by the president or other board members. All appointments shall be subject to approval by the board.
Article X. Financial Matters
Section 1. Banking
- The treasurer shall deposit all funds of the Association in an accredited bank or banks and keep accurate records of collections and withdrawals. The funds shall be deposited in the name of the Association.
Section 2. Payments and/or Withdrawals
- Any expenditure exceeding $500 will require prior approval of the board of directors.
Section 3. Expense Documentation
- The treasurer shall refuse to pay any expenses incurred by any person or committee until all the required expense documentation has been properly presented.
Section 4. Audits
- The books of the treasurer are to be audited each year prior to the annual meeting by a committee of three (3) members appointed by the president.
Section 5. Disbandment
- In the case of disbandment of the Association any and all monies remaining in the treasury, after all debts are paid will be distributed to one or more non-profit Cervid organizations at the discretion of the board.
Article XI. Changes to the Constitution or Bylaws
Section 1. Request for Changes or Additions
- Changes or additions can be made to the bylaws by publishing the change or addition in the Association newsletter once prior to a mailing to the membership for final vote, with the decision being decided by the majority of the ballots received.