Offices, Records, and Purposes
The principal office and location of Team Purebred, Inc. shall be in Peoria, Illinois. Team Purebred, Inc. is an incorporated not-for-profit corporation owned by Certified Pedigreed Swine.
The Corporation shall keep correct and complete books and records of accounts, and shall also keep the minutes of its Board of Directors and committees having any authority delegated by the Board of Directors. All books and records of the Corporation may be inspected by any Director, his agent or attorney, for proper purpose at any reasonable time.
This corporation (heretofore and hereinafter referred to as “Team Purebred”) exists solely as an educational youth activity and is an incorporated not-for-profit program activity of Certified Pedigreed Swine, and every provision of these Bylaws shall be construed consistent with this declaration. The purpose of Team Purebred is educational, scientific, and charitable, including the improvement and development of the capabilities of youth, both individually and through group participation, in breeding and raising Chester White, Hereford, Poland China, Spotted, and Tamworth swine, and developing leadership abilities by providing educational and career opportunities through competition and fellowship along with participation of youth interested in promoting said swine breeds.
- The Director of Activities of the Junior Purebred Swine Association shall serve as a communication link between Team Purebred and Certified Pedigreed Swine Board of Directors and Staff.
- A nine-member Adult Board of Directors will exist to hire and oversee the actions of the Junior Coordinator. They will approve by a majority vote, the annual schedule of events set up by the Director of Activities for Team Purebred.
- A ten-member advisory Junior Board of Directors shall carry out the scheduled junior activities of Team Purebred. They will assist the Director of Activities in planning the annual schedule of events for Team Purebred. The Junior Board of Directors is also responsible for helping implement the list of activities of the Association.
- No Adult or Junior Director of this Corporation can legally bind, or act in the name of Certified Pedigreed Swine.
The corporation has no official members or classes of official members at this time. The Corporation has unofficial junior members as set forth in Article IV, hereafter.
Adult Board of Directors
- General. The Adult Board of Directors shall consist of nine (9) members.
- Adult Board Governing Committee shall consist of Team Purebred Adult board president, Certified Pedigreed Swine Board President and Chairman of the Team Purebred Finance Committee.
- The Adult Board of Directors will be comprised of nine (9) members. A board member may serve up to two (2) four-year terms. If a Director is appointed by the board to fill a vacancy, such Director shall fill the remainder of the four-year term and may also serve two full four-year terms. Candidates to run for the Adult Board must be approved by the Certified Pedigreed Swine Board to verify they are in good standing with the Certified Pedigreed Swine and Tamworth Swine Association organizations. The CEO of Certified Pedigreed Swine will serve as an advisor to the Board, without voting rights.
- Officers of the Adult Board of Directors will be elected from Members of the Board at the annual meeting held during the national summer show. The officers elected will be President, Vice-President, and Secretary.
Any member of the Board of Directors may resign at any time by giving written notice to the President of the Adult Board.
Vacancies in the membership of the Board of Directors resulting from any cause shall be filled by a majority vote of the remaining members of the board of directors at their next meeting or at a special meeting called for that purpose. Candidates to be considered must be approved by the Certified Pedigreed Swine Board. Failure of any Director to attend two consecutive meetings or conference calls of the Board may create a vacancy in the position held by that Director.
- Duties and Responsibilities of Adult Board of Directors
The primary purpose of the Adult Board of Directors is to hire the Director of Activities, approve the Team Purebred annual show and event schedule and set policy. The Adult Board, while considering recommendations from the Junior Board, shall pick and approve judges for the Team Purebred national and regional shows. The Adult Board President or Chairman of the Finance Committee shall approve all expenditures more than $500.00, not already in the budget.
- Duties and Responsibilities of Governing Committee
The Governing Committee will consist of: The Certified Pedigreed Swine Board President, the Team Purebred Board President, the Chairman of the Team Purebred Finance Committee, and the CEO of Certified Pedigreed Swine. However, the CEO of Certified Pedigreed Swine does not have voting privileges. The responsibilities of the Governing Committee are to approve a yearly budget, conduct interviews for any employees, and conduct yearly reviews of employees.
- Status of Members.
The junior members of Team Purebred shall be known as the Junior Purebred Swine Association, a non-voting subsidiary of Team Purebred, Inc. As a condition of membership in the Association, each member shall agree to conform to and abide by the by-laws, rules and regulations of Team Purebred, and amendments or modifications thereto, which may from time to time be adopted or amended.
- Qualification of Members.
Applicants for junior membership must be 21 years of age or under as of January 1 of the current year and be residents of the United States, including its territories and possessions.
- Active members must pay an annual $10 membership fee to participate in Team Purebred events and contests.
Meetings of the Junior Members
- Place of Annual Meeting.
The annual meeting of the junior members shall be held in conjunction with the National Junior Show of the Junior Purebred Swine Association.
- Time of Annual Meeting.
The annual meeting of the members shall be held at a time designated by the Junior Board and Junior Coordinator.
- Special Meeting.
Special meetings of the members may be held at any time and for any purpose at such place designated from time to time by resolution of the Junior Board of Directors. Special meetings may be called by a majority vote of the Junior Board of Directors.
All Active members, age 9 and over as of January 1 of the current year, present at any membership meeting, are eligible to cast one vote on all propositions submitted at the junior meeting. A majority of those qualified junior members attending shall decide all questions according to Robert’s Rules of Order.
- Parliamentary Procedure.
All junior membership meetings shall be conducted according to Robert’s Rules of Order.
Junior Board of Directors
The Junior Board of Directors shall serve under the direction and at the will of the Director of Activities and its role shall be strictly advisory in nature to the Adult Board of Team Purebred. Each Junior Board director shall represent not a particular breed, state or region, but all Team Purebred members.
- Numbers, Terms, Qualifications, and Election of Junior Directors.
The Junior Board of Directors shall be ten (10) in number and shall be voted on at the annual meeting of the members. Interviews of the candidates will be conducted prior to the election. Junior Directors shall serve for a two (2) year term. To be eligible for election, board candidates must be between 17 and 20 years of age as of January 1 of the current year.
Any member of the Board of Directors may resign at any time by giving written notice thereof to the Director of Activities. The Director of Activities may recommend a replacement to serve the duration of the vacated term and approved by a majority vote of the remaining members of the Junior Board of Directors. The replacement Junior Board member must meet the qualifications outlined above.
Vacancies in the membership of the Junior Board of Directors resulting from any cause may be filled as outlined above. A member appointed to fill a vacancy created by any reason, shall serve for the unexpired term of his predecessor in office and until his successor has been elected and qualified. The Board Member elected to fill the vacancy shall be eligible to run for election to serve an additional two-year term as set previously set forth in this Article.
- Reorganization meeting.
The newly elected members of the Junior Board of Directors, together with the remaining board members shall meet at the summer retreat to elect officers
- Regular Meetings – Notice.
Regular meetings of the Junior Board of Directors shall be held without notice at such time and place as shall from time to time be fixed by resolution of the Junior Board of Directors.
At all meetings of the Junior Board of Directors, a majority or more of directors shall constitute a quorum for the purpose of planning association activities, electing new Directors and Officers, and making recommendations to the Adult Board of Team Purebred.
- Conduct of Directors.
All board members should conduct themselves in a businesslike manner at all Team Purebred and Junior Purebred Swine Association functions. The Director of Activities has the power and duty to issue warnings to the Junior Board Members when needed. Warnings may be issued 1) when a board member is not willing to perform an assigned task without good reason; or 2) for general lack of cooperation by a board member; or 3) for behavior at a Team Purebred sponsored event that negatively impacts the reputation of the Corporation or Association. Removal requires discussion, Director of Activities approval, and a two-thirds majority vote of remaining Junior Directors at a regular meeting, or a special meeting called for that purpose.
Officers of the Junior Board of Directors
The officers of the Junior Purebred Swine Association shall consist of President, Vice-President and Secretary. All officers shall be members of the Junior Board of Directors. The officers shall be elected each year by a majority vote of a quorum of the ten (10) member Junior Board of Directors of the current year. The term of all officers shall be one year.
- Election of Officers.
Directors serving in the second year of their two-year term will be eligible to be nominated as officers at the Organizational meeting of the Junior Board of Directors. Following the close of nominations, the nominees will be asked to leave the room and return individually with a brief summary of their plans and objectives for the Junior Association and the aspired office. Followed by discussion from the floor on behalf of that director, votes will be cast by secret ballot. This election procedure will be followed for each office. The order of elections will be President, Vice-President and Secretary. The Director of Activities will determine a process to break a tie vote for the office of president, if necessary.
Any officer so elected may be removed by a two-thirds majority vote of the Junior Directors present at any regular meeting or special meeting called for that purpose, at which a quorum is present.
Vacancies caused by the death, resignation in capacity, removal, or disqualification of an officer of the Association shall be recommended by the Director of Activities and approved by a majority vote of the remaining Junior Board of Directors at any regular or special meeting called for that purpose and such person so elected to fill any such vacancy shall serve at the pleasure of the Junior Board for the remainder of the vacated term.
The President holds the following responsibilities: organize and lead meetings; appoint committee members; hold monthly conversations with the Director of Activities.
The Vice-President holds the following responsibilities: assist in meeting planning and operations; serve in the absence of the President.
The Secretary holds the following responsibilities: act as the recording officer of the organization; keep attendance at each meeting; take written minutes of each meeting; and correct said minutes if necessary.
Director of Activities
- The Director of Activities shall develop and carry out all programs. The Director of Activities shall serve with the assistance of the Junior Board and under the authority granted by the Adult Board of Directors. In addition, the Director of Activities shall serve as a communication link between Team Purebred, the Certified Pedigreed Swine Board of Directors and Staff.
- The Director of Activities will be hired by a majority vote of all eligible voting members of the Adult Board of Directors.
- The Director of Activities is responsible for developing all fundraising activities and establishing any necessary contacts to ensure the long-term viability of the organization.
- The Director of Activities will organize at least one yearly retreat for the Junior Board, the first within 60 days following the National Junior Show to elect new officers for the Junior Board of Directors. A second retreat (optional at the discretion of the Adult board of Directors) in late winter to help organize the national summer show (if not completed at the first meeting).
- The Director of Activities shall not be a voting member of either the Adult or Junior Board of directors and shall possess only the rights and powers listed within these by-laws.
- The Director of Activities shall have the authority to sign checks on behalf of the corporation. The authority of the Junior Coordinator to borrow money on behalf of the corporation may only be exercised by express approval of the Adult Board of Directors of Team Purebred.
8 The Director of Activities will provide monthly financial reports to the Finance committee.
- The Director of Activities may from time to time request the President of the Adult Board of Directors to appoint committees of Adult Directors to assist the Director of Activities with specific tasks.
The by-laws of the corporation may from time to time be altered or amended in any respect or repealed in whole or in part, by voting members of the Adult Board of Directors.
- Board business can be discussed through conference calls and emails throughout the year and with a reorganizational annual meeting at National Junior Show. A second face-to-face Adult Board meeting will be held sometime throughout the year.
Upon the dissolution of the corporation by operation of law or otherwise, and after payment of all its debts and liabilities, all assets remaining in the corporation’s name shall be distributed exclusively to charitable or educational organizations as shall at the time qualify as an exempt corporation or organization under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United Stated Internal Revenue Code) and whose purpose is similar to the purpose of Team Purebred, INC. as defined in Article I of these By-Laws, as the Board of Directors shall determine. Any such assets not so disposed, shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is then located, exclusively for such purpose or to such organization or organizations as said court shall determine, which are organized and operated exclusively for such purposes.
- Fiscal Year.
The fiscal year of the not-for-profit corporation shall be January 1 through December 31.
These By-Laws have been adopted and approved by the duly elected members of the Adult Board of Directors of Team Purebred, Inc.