Bylaw Amendment Changes

The Board of Directors of the Minnesota Pork Producers Association and the Board of Directors of the Minnesota Pork Board have each approved proposed amendments to the bylaws of their respective organizations that will be considered by the members of each organization at its annual meeting on February 20, 2023.  The primary purpose of the proposed amendments is to combine the two separate boards of directors into one consolidated board that will oversee the management of the two organizations.  The boards believe that these changes will improve the efficiency and reduce administrative and overhead expenses while continuing to maintain the two organizations as separate entities.

Enclosed herewith is a copy of the Amended and Restated Bylaws of the Minnesota Pork Board that will be considered at the annual meeting of the MPPA on February 20, 2023.  Under Article XI of the existing Bylaws, these proposed amendments must be approved by a majority vote of the members at the annual meeting.  In addition, I anticipate that any approval by one organization will also be conditioned on approval of proposed amendments by the members of the other organization.  This letter is intended to provide you with the required notice of the proposed amendments as required under Article XI of the existing Bylaws.

The following is a summary of the substantive amendments that are proposed to the bylaws.  Please note that this summary does not describe every proposed amendment and that other minor amendments are also included in the Amended and Restated Bylaws enclosed herewith.  If you desire to review a comparison that shows all of the proposed amendments, please let me know and I can forward the comparison of the existing bylaws and the proposed Amended and Restated Bylaws to you.

  • Article III, Section 3 (Notice of Meetings) – The board recommends changes to notice requirements for meetings of the members to include a description in the notice of the business to be considered at the meeting.
  • Article IV (Board of Directors) – These provisions vest management authority in a Consolidated Board of Directors consisting of 12 directors to be elected by the members of Minnesota Pork Producers Association. In other words, the members of the Minnesota Pork Board would not directly elect directors but would instead agree that directors elected by the MPPA would manage this organization.  Based on the substantial overlap in the membership of the two organizations, the existing directors believe that this delegation is appropriate.  Directors will serve 3-year terms that will be staggered and will be elected at the annual meeting of the MPPA.  The proposed amendments would also eliminate the existing requirement that no more than 2 directors may reside in the same county.
  • Article VI (Officers) – These provisions provide that the officers of the Minnesota Pork Board will be the same as the officers of the Minnesota Pork Producers Association and will be elected by the Consolidated Board of Directors.

Please feel free to contact me with any questions regarding the proposed amendments.

Thank you for your attention concerning this matter.