MPPA Bylaw Amendments
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 Producers Association 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 II, Section 1 (Regular Members) – The board recommends changes to this section to clarify the existing language to ratify our existing membership practices related to voting shares for producer-members and recognition of partner-members who work in allied industries.
- 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 III, Section 5 (Resolutions) – The board recommends changes to clarify voting requirements related to adoption of resolutions. In summary, resolutions must generally be submitted in writing at least 30 days before the annual meeting and may be approved upon a majority vote of the members. Nonetheless, the members may consider a resolution that was not presented in writing in advance of the meeting by a 2/3 vote of the members, but if any such resolution is considered, it will require approval of at least 3/4 of the members present and voting for adoption.
- 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 MPPA. 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.
Please feel free to contact me with any questions regarding the proposed amendments.
Thank you for your attention concerning this matter.