Pima County Junior Livestock Sales, Inc.

 

BYLAWS

OF

PIMA COUNTY JUNIOR LIVESTOCK SALES, INC.

ARTICLE  I

OFFICES

 

SECTION 1.  PRINCIPAL OFFICE.  The principal office of the corporation shall be located in the city of Tucson, Pima County, Arizona.

 

SECTION 2.  OTHER OFFICES.  In addition to the principal office at Tucson, Arizona, other offices may also be maintained at such place or places, either within or without the State of Arizona, as may be designated from time to time by the Board of Directors, where any and all business of the corporation may be transacted and where meetings of the members and of the directors may be held with the same effect as though done or held at the principal office.

 

ARTICLE  II

DIRECTORS

 

SECTION 1.  DUTIES AND POWERS.  The Board of Directors shall have the control and general management of the business and property of the corporation.  All the corporate powers, except such as are otherwise provided for in the Articles of  Incorporation and in these Bylaws, shall be and are hereby vested in and shall be exercised by the Board of Directors.  The Board of Directors may, by general resolution, delegate to committees or to officers of the corporation such powers as they may see fit.  The Directors shall in all cases act as a board, regularly convened by a majority, and they may adopt such rules and regulations for the conduct of their meetings, and the management of the corporation as they may deem proper consistent with these Bylaws and the laws of the State of Arizona.

 

SECTION 2.  NUMBER.  The number of Directors of the corporation shall be sixteen (16) but such number may be increased or decreased by amendment to these Bylaws.  When the number of Directors is so decreased by amendment, adopted by the Board of Directors, each director in office shall serve until their term expires, or until their resignation or removal as herein provided.

 

SECTION 3.  APPOINTMENT.  Appointments to the Board of Directors, except as provided herein shall be for three (3) year terms and arranged in such manner that the term of an equal number of Directors, or as nearly an equal number as possible, shall expire each year.  The regular term of office for each new Director shall commence on the date of the annual meeting of the Board of Directors for the year in which their term is to commence at the conclusion of such meeting and they shall hold office for a term of three years or until his/her successor shall have been duly chosen, or until their death, or until they shall resign or shall have been removed in the manner hereinafter provided.  Directors shall be selected or appointed as follows:

  1. There shall be a maximum of six (6) directors-at-large who shall be elected from time to time at the annual meeting of the Board of Directors and who shall hold office for a term of three (3) years or until their successor or successors shall have been duly chosen, or until their death, or until he/she shall resign or shall have been removed in the manner hereafter provided
  2. The Pima County Extension Director shall appoint a Livestock agent to be a member of the Board of Directors
  3. The FFA advisors shall appoint a FFA Livestock Project Advisor to be a member of the Board of Directors.
  4. Individuals elected to be Project Coordinators of the Beef, Swine and Sheep/Market Goat project areas shall be members of the Board of Directors and shall be a member during the tenure of their respective positions.  Individuals elected to be Project Coordinators of the Poultry, Pigeon, Rabbit, Cavy and Pygmy Goat project areas shall be limited to three members of the Board of Directors.  The three rotating members shall be determined by the small stock leaders prior to the annual meeting.  Voting members may  appoint a single designee to vote in their place for any meeting which they cannot attend during their term.  This designee will remain the same for the PIMA COUNTY JUNIOR LIVESTOCK SALE, INC. fiscal year.
  5. The chairpersons of the Pima County Livestock Sale and Small Stock Sale shall be selected by nomination by the nominating committee and election by the Board of Directors of the PIMA COUNTY JUNIOR LIVESTOCK SALES COMMITTEE, INC.
  6. Representatives of organizations and groups to be named to the Board of Directors shall be judged by said organization or group making the appointment to be those persons in the best position as a director to guide the corporation in accordance with its stated purposes and objectives.
  7. Any vacancy in the Board of Directors shall be filled by the selection of a successor for the unexpired term by the organization which appointed or elected the director in respect to which the vacancy occurred following their selection or election.
  8. The membership of the Board of Directors shall be open without regard to sex, race, religion, color, national origin, age, handicapped condition or any other federally protected status, as will all programs sponsored or conducted by the PIMA COUNTY JUNIOR LIVESTOCK SALES, INC.

 

SECTION 4.  ANNUAL MEETINGS.  The annual meeting of the Board of Directors of the corporation shall be held at the principal office of the corporation or at such other place as may be specified or fixed in the notice of such meeting, during the month of September each year, for the purpose of electing the two (2) sale committee chairpersons, two (2) directors-at-large, and the officers of the corporation and for the transaction of such other business as may properly come before the meeting. A nominating committee will present candidates for the sale committee chairperson, director-at-large, and the officer positions.  The nominating committee shall be made up of one (1) large stock representative (a large stock coordinator or the Chairman of the Livestock Sale), one (1) small stock representative (a small stock coordinator or the Chairman of the Small Stock Sale) and one (1) non-voting member of the corporation.  Each committee member shall be selected at the June meeting by the group which they represent.  Nominations by board members for the positions of officers and directors shall be forwarded to the nominating committee chairman at least 21 days prior to the September meeting at which the elections are to be held.  The nominating committee shall than evaluate and/or interview the proposed candidates prior to making their recommendations at the September meeting.  The committee shall nominate two or more qualified candidates for consideration for their respective officer or director positions.  If only a single candidate was nominated for an officer’s or director’s position by board members prior to the election, then only a single candidate shall be nominated for that position.  No additional nominations from the floor will be accepted.

 

SECTION 5.  NOTICE OF ANNUAL MEETINGS.  Written or printed notice of the time, place, purpose or purposes of the annual meeting of the Board of Directors shall be served, either personally or by email, not less than ten (10) nor more than forty (40) days before the meeting upon each person who appears upon the books of the corporation as a director and, if emailed, such notice shall be directed to the director at their address as it appears on the books of the corporation, unless they shall have filed with the Secretary of the corporation a written request that notices intended for them be emailed to some other address in which case it shall be emailed to the address designated in such request.

 

SECTION 6.  SPECIAL MEETINGS.  Special meetings of the Board of Directors may be called by the President or Vice President and must be called by either one of them on the written request of one-fourth (1/4) of the directors.

 

SECTION 7.  NOTICE OF SPECIAL MEETINGS.  Notice of special meetings of the Board of Directors specifying the items of business to be discussed may be given not less than 48 hours prior to the holding thereof by mail, email, telephone, or in person.  The Board of Directors may meet to transact business at any time and place, without notice, provided that every member of the Board shall be present, or that any member or members not present shall, either before or after such meeting, waive notice thereof in writing.  Regular meetings of the Board of Directors may be held without notice at such time and place as shall be determined by the Board.  Only business of which notice was properly given as above may be transacted at a special meeting of the Board of Directors.

 

SECTION 8.  QUORUM AND MANNER OF ACTING.  A majority of the directors shall constitute a quorum for the transaction of business at any meeting, and the act of a majority of the directors present at any such meeting at which a quorum is present shall be the act of the Board of Directors.  In the absence of a quorum, the majority of the directors present may adjourn any meeting from time to time until a quorum be had, but no longer than 48 hours.  After this time, notice of any adjourned meeting must be given in the usual way.  The directors shall act only as a board and the individual directors shall have no powers as such.

 

In addition to provisions of conducting business and voting as aforesaid, the Board of

Directors at its sole discretion may, from time to time, authorize a vote by the directors on any business.

 

SECTION 9.  CHAIRMAN.  At all meetings of the Board of Directors, the President or Vice President, or in their absence a chairman chosen by the directors present, shall preside.

 

SECTION 10.  COMPENSATION.  Directors shall not receive any salary for their service; however, the Board of Directors shall have power in its discretion to reimburse directors for their expenses and to pay, from operating funds, director’s special compensation appropriate to the value of services rendered.

 

SECTION 11.  REMOVAL.  Directors shall be removed during office, other than by voluntary resignation, by vote in favor of removal of at least two thirds of the current Directors of the corporation, after at least seven days notice of the intention to call for a vote.

 

ARTICLE  III

OFFICERS

 

SECTION 1.  NUMBER.  The officers of the corporation shall be the President, Vice President, Secretary, Treasurer and such other officers with such power and duties not inconsistent with these Bylaws as may be appointed and determined by the Board of Directors.  Any two offices, except those of President and Vice President or President and Secretary, may be held by the same person.

 

SECTION 2.  ELECTION, TERM OF OFFICE AND QUALIFICATION.   The officers shall be elected annually by the Board of Directors from among their number.

 

SECTION 3.  VACANCIES.  In case any office of the corporation becomes vacant by death, resignation, retirement, disqualification, or any other cause, the Board of Directors may elect an officer to fill such vacancy, and the officer so elected shall hold office and serve until the annual meeting of the Board of Directors next succeeding and until the election and qualification of their successor.

 

SECTION 4.  PRESIDENT.  The President shall preside at all meetings of members and of the Board of Directors.  The President shall have and exercise general charge and supervision of the affairs of the corporation and shall do and perform such other duties as may be assigned by the Board of Directors.

 

SECTION 5.  VICE PRESIDENT.  At the request of the President, or in the event of his/her absence or disability, the Vice President shall perform the duties and possess and exercise the powers of the President; and to the extent authorized by law, the Vice President shall have such other powers as the Board of Directors may determine, and shall perform such other duties as may be assigned by the Board of Directors.

 

SECTION 6.  SECRETARY.  The Secretary shall have charge of such books, documents, and papers as the Board of Directors may determine and shall have the custody of the corporate seal.  The Secretary shall attend and keep the minutes of all the meetings of the Board of Directors and members of the corporation.  He/She shall keep a record containing the names, alphabetically arranged, of all persons who are members of the corporation, showing their places of residence, and such books shall be open for inspection as prescribed by law.  The Secretary may sign with the President or Vice President, in the name of and on behalf of the corporation, any contracts or agreements authorized by the Board of Directors, and when so authorized or ordered by the Board of Directors, he may affix the seal of the corporation.  The Secretary shall, in general perform all duties incident to the office of Secretary, subject to the control of the Board of Directors.

 

SECTION 7.  TREASURER.  The Treasurer shall have the custody of all funds, property, and securities of the corporation, subject to such regulations as may be imposed by the Board of Directors.  The Treasurer may be required to give bond for the faithful performance of his duties in such sum and with such sureties as the Board of Directors may require.  When necessary or proper he/she may endorse on behalf of the corporation for collection of checks, notes, and other obligations, and shall deposit the same to the credit of the corporation at such bank or banks or depository as the Board of Directors may designate.  The Treasurer shall sign all receipts and vouchers and, together with such other officer, or officers, if any, as shall be designated by the Board of Directors, shall sign all checks of the corporation and all bills of exchange and promissory notes issued by the corporation, except in cases where the signing and execution thereof shall be expressly designated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation.  The Treasurer shall make such payments as may be necessary or proper to be made on behalf of the corporation.  The Treasurer shall enter regularly on the books of the corporation to be kept by him/her for the purpose, full and accurate account of all moneys and obligations received and paid or incurred by the Treasurer for or on account of the corporation, and shall exhibit such books at all reasonable times to any director or member on application at the offices of the corporation.  He/She shall file all appropriate papers with the corporation commission and file a completed tax return with the I.R.S. annually.  The Treasurer shall, in general, perform all the duties incident to the office of Treasurer, subject to the control of the Board of Directors.

 

SECTION 8.  FINANCE COMMITTEE.  The President shall appoint a finance committee, which shall be a regular standing committee of the corporation consisting of not less than three (3) nor more than (7) members, one of whom shall be the Treasurer of the corporation.  The Treasurer shall take the chair at meetings.  In addition to the usual duties appropriate to a similar body, this committee shall prepare the annual budget and present it for approval to the Board of Directors during or prior to the last meeting of the fiscal year.

 

SECTION 9.  EXECUTIVE COMMITTEE.  The Executive Committee shall be made up of the President, Vice President, Secretary and Treasurer.  During the intervals between the meetings of the Board of Directors, all the corporate powers except those reserved to the Board of Directors or such as are otherwise provided for in the Articles of Incorporation and in these Bylaws, shall be and hereby are vested in and shall be exercised by the Executive Committee.  The Executive Committee shall be subordinate to and subject to the direction and control of the Board of Directors.  Meetings of the Executive Committee may be called from time to time by the President or Vice President and must be called by either of them within 30 days upon the written request of a member of the Executive Committee.  A majority of the Executive Committee shall constitute a quorum for the transaction of business at any meeting, and the act of the majority of the committee members present at any such meeting at which a quorum is present shall be the act of the Executive Committee.  In the absence of a quorum, the majority of the committee members present may adjourn any meeting from time to time until a quorum is reached.  Notice of any adjourned meeting need not be given.  The Executive Committee members shall act only as a committee and the individual committee members shall have no powers as such.  At all meetings of the Executive Committee, the President, or Vice President, or in their absence a chairman chosen by the committee members present, shall preside.

SECTION 10.  REMOVAL.  The Board of Directors may remove any officer at any time, with or without cause, by a majority vote of the directors present, provided they constitute a quorum, at any meeting of the board.

 

ARTICLE  IV

MEMBERS AND MEETINGS OF MEMBERS

 

SECTION 1.  MEMBERSHIP.  Membership shall be honorary in nature and shall consist of such persons as the directors may elect at any meeting of the directors.  There shall be no voting members of the corporation. No member shall have any vote, right, title or interest in or to the corporation or any of its assets.  Membership may be terminated with or without cause by the Board of Directors.

 

SECTION 2.  MEETINGS.  The Board of Directors may call a meeting of the membership at any time by giving notice of the meeting to the members.

 

ARTICLE  V

EXECUTION OF INSTRUMENTS

 

When the execution of any contract, conveyance or other instrument or agreement has been authorized without the specification of the executing officers, the President, or  Vice President, in the absence of the president, may execute the same in the name and on behalf of this corporation, and may fix the corporate seal thereto wherever necessary.  The Board of Directors shall have power to designate the officers and agents who shall have authority to execute any and all instruments on behalf of this corporation.

 

ARTICLE VI

INDEBTEDNESS

 

The highest amount of indebtedness of this corporation shall not exceed One Million ($1,000,000) Dollars or such other amount as may be authorized by law.

 

ARTICLE VII

VOTING UPON STOCK OF OTHER CORPORATIONS

 

Unless otherwise ordered by the Board of Directors, the President shall have full power and authority on behalf of the corporation to vote either in person or by proxy at any meeting of stockholders of any corporation in which this corporation may hold stock, and at any such meeting may possess and exercise all of the rights and powers incident to the ownership of such stock, which as the owner thereof, this corporation may have possessed and exercised if present.  The Board of Directors may confer like powers upon any other person and may revoke any such powers as granted at its pleasure.

 

ARTICLE  VIII

SEAL

The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall bear the full name of the corporation and the words and figures “INCORPORATED 1986, ARIZONA”, or other words and figures of similar import.

 

ARTICLE  IX

FISCAL YEAR

The fiscal year of the corporation shall end on the last day of December of each year.

ARTICLE  X

FINANCIAL POWERS AND DUTIES

 

SECTION 1.  RESERVE FUND.

 

  1. It is the intent that priority shall be given by the corporation to the retention of a balance of thirty thousand dollars ($30,000) as a reserve fund.
  2. The availability of funds shall be limited to an amount no greater than the amount of the annual net income of the corporation as determined on a cash receipts and disbursements basis.

 

SECTION 2.  FAIR COMMISSION.

 

To the extent that funds are available, as defined above, the corporation has the intent annually to purchase equipment for the use, betterment or other in kind benefits, that will be mutually beneficial to the Southwestern Fair Commission and the purposes of this corporation, as may be agreed upon; the corporation shall retain the ownership of such equipment.

 

ARTICLE  XI

 

AMENDMENTS

The Board of Directors shall have the power to make, alter, amend and repeal the Bylaws of the corporation by majority vote of the Board of Directors of the corporation present at any one meeting of the Board of Directors provided at least 10 days notice of the proposed amendments has been given prior to such meeting.

 

Approved: February 19, 1986

As amended: January 5, 1993,  August 25, 1993, May 1, 2007 and, March 4, 2014