BYLAWS OF
FOX VALLEY FARM MANAGEMENT COOPERATIVE
(as restated on December 12, 2021)
SECTION 1: GENERAL PROVISIONS
1.1 Name. The name of this organization is Fox Valley Farm Management Cooperative.
For conduct of business, the Cooperative may also use the assumed names of “Fox Valley
Farm Management Association” and “FVFM”.
1.2 FVFM’s Purposes. FVFM’s primary purposes are to strengthen the economic and
sustainability of Wisconsin’s agricultural community by developing and making available
financial information, including benchmarks, for educational purposes for use by agricultural
educational institutions and the public, and to promote the profitability and sustainability of
the Members by providing them business and financial consulting, accounting, and tax
services.
1.3 Legal Status. FVFM is a Wisconsin cooperative established and operating under Wis.
Stats. Chapter 185 (the “Wisconsin Cooperative Act”). The rights and obligations of its
Members, Directors, and Officers shall be as provided in these Bylaws, unless otherwise
required under its Articles or the provisions of the Wisconsin Cooperative Act.
1.4 Registered Agent and Principal Office. FVFM’s registered agent and/or the address
of its principal office may be changed, from time to time, by the Board of Directors (the
“Board”). FVFM’s principal office shall be within the State of Wisconsin.
1.5 Fiscal Year. FVFM’s fiscal year shall be from July 1st through June 30th of the
subsequent year, unless changed at the discretion of the Board.
1.6 Restrictions. FVFM is organized for the purposes stated in Section 1.2 above,
provided all distributions and activities shall be limited to those permitted under the
Wisconsin Cooperative Act.
SECTION 2: MEMBERSHIP
2.1 Classes of Membership. FVFM’s Members shall be of the following classes, based
on the stated requirements:
A. Voting Members. The Voting Members shall include any partnership,
corporation, limited liability company, trust, association, organization, or other legal
entity and any sole proprietor (each, an “Entity”) using FVFM’s professional services
Member, if the Entity is primarily and actively engaged shall be a business related to
agriculture, such as dairy, livestock or crop farming, heifer raising, and custom
agricultural services. A Voting Member shall be entitled to all Member privileges,
including the right to vote.
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Each owner and spouse of an owner in a Voting Member shall be a deemed a
Member under the Entity’s membership and shall be entitled to all membership
privileges, except the right to vote.
B. Associate Members. The Associate Members shall include any person or
Entity using FVFM’s professional services, but not qualified as a Voting Member or
owners or spouse of an owners in a Voting Member. An Associate Member shall be
entitled to all Member privileges, except the right to vote or hold office.
2.2 Application and Acceptance. The Board shall determine, from time to time, the
procedure for application and acceptance for membership and any additional conditions and
requirements for membership. The Board shall have the conclusive right to determine: (a) if
a proposed Member meets all requirements for the class of membership sought by the
applicant; and (b) if an existing Member continues to meet all requirements for the class of
membership held by the Member for purposes of continuing or terminating such
membership.
2.3 Member Dues. The Board shall determine, from time to time, the amount and the
method for assessing fees on Members for their membership and its services and other
charges (collectively, “Dues”). As additional Dues, the Board may levy a special
assessment, from time to time, on all or certain Members.
2.4 Suspension and Termination. A Member’s membership may be terminated
voluntarily by a Member upon written notice to FVFM. Unless otherwise determined by the
Board, a Member’s membership shall be suspended if the Member is more than 60 days in
default in payment of Dues and shall be terminated if the Member is more than 180 days in
default in payment of Dues, unless and until the Dues in default are fully paid. A Member’s
membership shall also be terminated when and if the Member ceases to meet the Member’s
membership requirements. A Member’s membership may be terminated involuntarily by the
Board for cause, such as a violation of any bylaw or rules of FVFM or the Member’s conduct
has been prejudicial to the reputation or interests of FVFM, provided the Member is first
accorded opportunity to respond to the charges in person or in writing.
SECTION 3: THE ROLE OF THE MEMBERS.
3.1 Limited Powers of Members. The primary function of the Members shall be to elect
the Directors. A Member shall not have any right or power in the management or control of
FVFM’s business or affairs or to bind or obligate FVFM in any manner, except in the
Member’s separate capacity as a Director, Officer, employee, or agent of FVFM and except
as specifically reserved by the Members under these Bylaws, the Articles, or non-waivable
provisions of the Wisconsin Cooperative Act.
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3.2 Member Meetings. Meetings of the Members (“Member Meetings”) shall be held and
noticed as follows:
A. Annual Member Meeting. An annual meeting of the Members (the “Annual
Member Meeting”) shall be held as soon as practical after the Board’s receipt of the
audit report, but no later than 180 days after the end of the Fiscal Year at the call of
the President or Board.
B. Special Member Meetings. Special Member Meetings may be called by the
President, Board or Members having one-fifth of the votes entitled to be cast at such
Meeting. In addition, the Board shall call a Special Member Meeting to consider a
specific subject or subjects upon the written request of at least 20% of the Voting
Members. Only the specific subjects specified in the notice of the Special Member
Meeting shall be transacted at that Meeting.
C. Place of Meetings. Member Meetings shall be held at FVFM’s principal office
or at such other place as the President or Board may determine.
D. Notice of Meeting. Written notice stating the place, the date and hour and, in
case of a Special Member Meeting, the purposes for which the Meeting is called, shall
be given not less than 7 nor more than 30 days before the Meeting at the direction the
person calling the meeting. Notice need only be given to the Voting Members entitled
and may be given to the Member or the Member’s Voting Delegate.
3.3 Chairperson and Secretary of Meeting. The President, or in his or her absence, the
Vice President, or in their absence, an owner of a Voting Member designated by majority
vote of the Voting Members present shall act as Chairperson of the Member Meeting. The
Secretary, or in his or her absence, an individual designated by the Chairperson shall act as
secretary of the Member Meeting.
3.4 Voting Body. The Voting Members shall be FVFM’s voting body. Each Voting
Member shall have one vote, which shall be voted by its Voting Delegate or, in absence
thereof, an owner, owner’s spouse or agent of the Voting Member, subject to the following:
A. Voting Delegate. Each Voting Member shall be entitled to, and if required by
the Board shall, file with FVFM the name of its designated representative for voting
(the “Voting Delegate”). The designation shall then remain in effect until FVFM
receives written notification of the Voting Member’s change or termination of its
Voting Delegate.
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B. Release. FVFM shall have no obligation to inquire as to the authority of the
person executing the Voting Delegate appointment or of an owner, an owner’s spouse,
or agent voting on behalf of the Voting Member at any Meeting, whether in person or
by ballot. FVFM shall have no liability if such person exceeded his or her actual
authority.
C. No Voting by Proxy. A Member entitled to vote may not appoint a proxy to
vote or otherwise act for the Member.
3.5 Quorum. The presence in person or, when authorized, by ballot or electric, of 10% of
the first 100 Voting Members, plus 5% of the addition number of Voting Members, shall
constitute a quorum for transaction of business, except when a larger quorum is required by
these Bylaws. However, a quorum shall never be more than 50 Voting Members nor less
than 5 Voting Members or the majority of the Voting Members, whichever is smaller. Voting
Members represented by signed ballots may be counted in computing a quorum only on
those motions for which the signed ballots were submitted.
3.6 Member Consent. If a quorum is present, the affirmative vote, consent, or approval
(collectively, “approval”) of more than 50% of the Voting Members represented at the
Member Meeting and entitled to vote on the subject matter shall be the act of the Members,
unless a higher voting threshold is required under these Bylaws, the Articles, or the
Wisconsin Cooperative Act.
3.7 Absentee Voting. Voting Members entitled to vote on a motion, but absent from the
related Member Meeting at which the vote is to be taken (each, an “Absent Member”) may
only vote as follows:
A. By Ballot. When authorized by the Board, an Absent Members may vote on
such motion by submitting the Member’s signed ballot. The Secretary shall include
with the notice of the Meeting an appropriate ballot with space for voting thereon and
an exact copy of any motion and related resolution to be acted upon. The Absent
Member may then vote then by delivering the Member’s signed ballot to the
Secretary at the FVFM office no later than the date and time of the Meeting. If a
signed ballot has been submitted on a motion under this subsection, neither the
motion nor any resolution to which it pertains may be amended. A sealed envelope
bearing the signature of such Member and enclosing a marked but unsigned ballot
shall constitute a signed vote. The signed ballot shall be voided and revoked if the
Member appears in person at the Meeting to enable the Member to vote in person at
the Meeting. Signed ballots timely received shall be counted for purposes of
achieving a quorum.
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B. By Electronic Means. If Board permits Absent Members are permitted to vote
by ballot under subsection A above, the Board may also permit Absent Members to
vote by electronic means if FVFM is able to authenticate that the Absent Member is
casting the vote. The vote shall have the same affect as a vote by ballot. Electronic
votes timely made shall be counted for purposes of achieving a quorum.
3.8 Waiver of Notice. A Member may waive notice of any Member Meeting at any time.
The waiver must be in writing, signed by the Member or the Member’s Voting Delegate or
any owner or agent of the Member and delivered to FVFM. The attendance of the Member,
the Member’s Voting Delegate or any owner or agent of the Voting Member at a Member
Meeting waives objection to lack of notice or defective notice, unless such person at the
beginning of the Meeting or promptly upon arrival objects to holding the Meeting or
transacting business at the Meeting.
3.9 Record Date. Unless otherwise determined by the Board, only persons who are
Members at the close of the business day immediately preceding the date of distribution of
notice shall be entitled to the notice of any Member Meeting and to vote at such Meeting.
3.10 Order of Business. The order of business at any Member Meeting, so far as
applicable, shall be as follows: (a) roll call or registration, (b) approval of unapproved
minutes; (c) reports of the Board, officers, and committees; (d) unfinished business; (e) new
business; (f) election of Directors; and adjournment. The Chairperson shall determine, at his
or her discretion, whether reports of the Board of Directors or Officers shall be made at the
Member Meeting and the form and manner of such presentation, if any. Any question as to
priority of business shall be decided by the Chairperson, without debate. Member Meetings
shall be conducted according to, and governed by, Robert’s Rules of Order, as then revised,
except as otherwise provided in these Bylaws.
SECTION 4: DISTRICTS
4.1 District Areas. The Board shall divide the area served by FVFM into 5 Districts, with
each District having, to the extent practical, approximately the same number of Voting
Members. The Districts shall be contiguous and be boarded by Township or Section lines.
4.2 Redistricting. When the Board deems advisable, but at every 3 years, the Board of
Directors shall appoint a Committee of 5 Members, who are not Directors, to review the
number and location of Members in each District. The Committee shall report its findings
and recommendations as it deems necessary redistrict the area served by FVFM achieve
approximate equality of Voting Members among the Districts. The final decision of
redistricting, if any, shall be made by the Board.
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4.3. Present Districts. As of the date of these Restated Bylaws, the Districts are: (a)
District One: All of Calumet, Manitowoc and Sheboygan Counties; (b) District Two:
Outagamie County East of Hwy 55, all of Brown and Door Counties; (c) District Three:
Outagamie County West of Hwy 55, all of Shawano and Oconto Counties; (d) District Four:
Winnebago, Waupaca, Dodge, Waushara, Green Lake, Chippewa, Marquette, Sauk and
Taylor Counties; and (e) District Five: Fond du Lac County.
SECTION 5: BOARD OF DIRECTORS
5.1 General Management Authority. All powers of FVFM shall be exercised by and
under the authority of the Board of Directors (the “Board”) and the business and affairs of
FVFM shall be managed under the direction of the Board, except as otherwise provided in
the Wisconsin Cooperative Act. A Member shall not have authority to act on behalf of
FVFM, except in such Member’s capacity as a duly appointed Director, Officer, employee,
or other agent of FVFM.
5.2 Board Meetings. Board Meetings shall be held and noticed as follows:
A. Annual Board Meeting. An annual meeting of the Board (the “Annual Board
Meeting”) shall be held within 10 days of the date of the Annual Members Meeting.
B. Regular Board Meetings. Regular Meetings of the Board (“Regular Board
Meetings”) shall be held periodically during each year, as scheduled by the President
or Board. The adopted schedule of Regular Board Meetings shall constitute adequate
notice of each such Meeting.
C. Special Board Meetings. A special Meeting of the Board (“Special Board
Meeting”) may be called by and at the discretion of the President or upon the written
request of at least 2 Directors to consider a specific subject or subjects to be
considered and acted upon by the Board. Only the specific subjects specified in the
notice of Meeting shall be transacted at that Special Board Meeting.
D. Place of Board Meetings. All Board Meetings shall be held at FVFM’s
principal office unless the President or Board designates an alternate place for such
Meeting.
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E. Notice of Meeting. Written notice stating the place, the date and hour shall be
given to each Director not less than 48 hours nor more than 60 days before the
Meeting by the President, the Board or at the direction the person calling the Meeting.
However, if a Director attends a Meeting at which the date or dates of the Annual
Board Meeting, future Regular Board Meetings or any Special Board Meeting is
scheduled, further notice to that Director shall not be required. The notice need not
specify the purpose or the business to be transacted at such Board Meeting, except the
notice of any Special Board Meeting shall state the specific subject or subjects to be
considered and acted upon at such Meeting.
F. Electronic Participation. The Board may permit any or all of the Directors to
participate in a Regular Board Meeting or Special Board Meeting or a Committee
meeting, including an Executive Committee meeting, through the use of any means of
electronic communication, if all participating Directors may simultaneously hear each
other during the Meeting, all communication during the Meeting is immediately
transmitted to each participating Director, and each participating Director is able to
immediately send messages to all other participating Directors. All participating
Directors shall be informed that official business nay be transacted at the Meeting. A
Director participating by electronic means is deemed to be present in person at the
Meeting.
5.3 Board Composition and Director Qualifications. The Board shall consist of 5
Directors, composed of 1 Director representing each District, who is an owner or spouse of
an owner of a Voting Member located within such District. The Voting Member must have
been a Voting Member, in good standing, throughout the 24-month period immediately prior
to the date of the Director’s election. Employees of FVFM shall not be eligible to serve as
Directors.
5.4 Nomination of Director Candidates. Unless the candidate is an acting Director being
nominated to serve an additional term, at least 2 candidates shall be nominated for the
Director position to be filled. The candidates for election as Directors shall be those qualified
individuals selected by the Board from the candidates nominated by the Nominating
Committee, by the Board; and/or by at least 20 Voting Members by their written notice of
nomination, duly authorized and signed, and delivered to President or Board at least 30 days
before the date of the Annual Member Meeting The Secretary shall include in the notice of
the Annual Member Meeting a list of the candidates nominated for election as Directors as of
the date of such notice.
5.5 Election of Directors. At the Annual Member Meeting, Directors shall be elected by
the Voting Members to fill the then expiring Director positions. In the event of a tie in the
number of Member votes for the candidates receiving the least number of votes, the Director
shall be selected from such candidates by majority vote of the Board.
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The Board may authorize voting on the election or removal of Directors by ballot or
electronic means as follows:
A. By Ballot. When authorized by the Board, a Voting Member may vote on
election or removal of Directors by submitting the Member’s signed ballot. The
Secretary, send to each Voting Member, along with the notice of the Annual Member
Meeting, a notice of the election, a ballot and an envelope addressed to the Secretary
at the FVFM office. The notice shall set forth the names and addresses of the
candidates and inform the Members of the voting procedure. The ballot shall be
marked “Ballot for Directors” and shall set forth the names of all nominees
alphabetically arranged and their residences. A ballot shall be voted by marking “X”
opposite the name of the selected candidate. A Voting Member, who is absent from
the Annual Meeting, may vote by mailing or delivering to the Secretary prior to the
time and date of such Meeting that Member’s vote. A sealed envelope bearing the
Member’s signature, but unsealed ballot, shall constitute a signed vote.
B. By Electronic Means. If Board permits Voting Members Absent to vote by
ballot under subsection A above, the Board may also permit Vote Members to vote by
electronic means if FVFM is able to authenticate that the Member is casting the vote.
The vote shall have the same effect as a vote by ballot. Electronic votes timely made
shall be counted for purposes of achieving a quorum
5.6 Term. Directors shall be elected for terms of 3 years, although the Board may
establish that some Directors be elected for one-year or two-year terms to facilitate term
stagging or for any other reason. Each Director shall hold office for the term elected and until
his or her successor takes office, unless earlier terminated by his or her death, resignation,
incapacity, or removal. A Director may not consecutively serve more than 3 full three-year
terms without a break in service of at least 12 months.
5.7 Vacancy. Whenever a Director’s appointment is terminated during his or her term of
office, the Board shall elect or appoint a replacement Director at a Special Directors Meeting
called for that purpose. A Director elected or appointed to fill a vacancy occurring during a
Director’s term shall assume and complete the unexpired term of the Director replaced.
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5.8 Removal of Directors. A Director may be removed, for reasonable cause, by a vote of
at least two-thirds of the Directors present at any Board Meeting called for that purpose, with
the subject Director being deemed to have abstained from voting. For purposes of this
provision, “reasonable cause” for a Director’s removal may include: (a) his or her failure to
attend the majority of the Board Meetings during any 12-month period or failure to give
advanced notice of his or her absence from Board Meetings and adequate reason for such
absence; (b) his or her failure to perform the duties assigned to him or her as a Director or
failure to comply with the directives of the Board of Directors; (c) his or her violation of any
bylaw, rule or policy of FVFM; or (d) his or her conduct prejudicial to the reputation or
interests of FVFM. Upon removal, the Director’s seat shall be declared vacant and shall be
filled by a replacement Director elected by the Board of Directors.
5.9 Actions by the Board. Any issue, matter, decision or action (collectively, an “action)
requiring consideration or approval of the Board shall be taken in the manner set forth below:
A. Manner of Acting. Any action by the Board shall be acted upon by the Board
only: (a) at Board Meeting at which a quorum of the Directors participates; or (b)
without a Board Meeting, by written consent, setting forth and approving the action
signed by all Directors entitled to vote on such action.
B. Voting. Each Director entitled to one vote. Any Director abstaining from
voting on a matter shall be deemed to have voted in the same manner as the majority,
if any, of the Directors not abstaining from voting on the issue. If a Director has a
personal stake in the outcome of an issue, the Director shall abstain from voting on
the issue unless all Directors have such personal stake, which is not adverse to the
Members’ interests.
C. Quorum. The majority of the Directors shall constitute a quorum for the
transaction of business. If a quorum is not present, the Directors present may adjourn
the Meeting to a later date, but not more than 10 days later. The Secretary shall then
give written notice of the adjourned date to all Directors.
D. Board Consent. Any action and related resolution of the Board shall be
deemed approved upon the affirmative vote, approval, or consent of the majority of
the Directors, unless a higher voting threshold is required by this Agreement, the
Articles, or the Wisconsin Cooperative Act (“Board Consent”).
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E. Waiver of Notice. A Director may waive notice of any Directors Meeting at
any time by written notice signed by the Director and delivered to FVFM. A
Director’s attendance at a Directors Meeting waives his or her right to objection for
lack of notice or defective notice unless the Director at the beginning of the Meeting
or promptly upon arrival objects to holding the Meeting or transacting business at the
Meeting.
F. Meetings by Electronic Means of Communication. In addition to conducting
Board Meetings at which each Director participates in person and not withstanding
any place set forth in the notice of the Meeting or these Bylaws, the Board or any
Board Committee may conduct any Meeting by the use of any electronic means of
communication, provided that (a) all participating Directors may simultaneously hear
each other during the Meeting; or (b) all communication during the Meeting is
immediately transmitted to each participating Director, and that each participating
Director is able to immediately send messages to all other participating Directors.
Before the commencement of any business at a Board Meeting at which any Directors
do not participate in person, all participating Directors shall be informed that a
Meeting is taking place at which official business may be transacted.
5.10 Order of Business. The President, or in his or her absence, the Vice President, or in
their absence, a Director designated by the Board shall call the Board Meeting to order and
act as Chairperson of the Member Meeting. The Secretary, or in his or her absence, an
Officer or Director designated by the Board shall act as secretary of the Board Meeting. The
order of business at any Board Meeting, so far as applicable, shall be as follows: (a) proof of
notice of meeting, when necessary; (b) approval of unapproved minutes of any preceding
meeting; (c) Board and Officer reports; (d) election of Officers; (e) unfinished business; (f)
new business; and (g) adjournment. The Chairperson shall determine, at his or her discretion,
whether reports of any Officer or Board Committee shall be made at the Board Meeting and
the form and manner of such presentation, if any. Any question as to priority of business
shall be decided by the Chairperson, unless otherwise decided by the Board. Member
Meetings shall be conducted according to and governed by Roberts Rules of Order, as
revised, except as otherwise provided in these Bylaws.
5.11 Compensation. Each Director shall receive as compensation for his or her services as
a Director a per diem rate for each day the Director attends a Directors Meeting or
Committee Meeting and reimbursement at the then IRS standard mileage rate from travel to
and from such Meetings. The Board shall establish, from time to time, the then applicable per
diem compensation rate or may, at its discretion, establish an alternate mileage rate.
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SECTION 6: BOARD COMMITTEES.
To facilitate the operations of FVFM, the following Committees shall or may be
established:
6.1 Executive Committee. The Board may elect an Executive Committee, which shall
consist of 3 or more Directors. When the Board is not in session, such Committee shall have
all powers of the Board, except in respect to: (a) powers reserved by the Board itself; (b)
appointment or distribution of proceeds; (c) election of officers; (d) filling of vacancies in the
Board; and (d) amendments to the Bylaws. A copy of the minutes of each meeting of the
Executive Committee shall be placed on file and kept available to all Directors. The Board
shall, at its next meeting, consider the Committee minutes and ratify or disapprove the
actions of the Committee.
6.2 Nominating Committee. Annually, the Board shall appoint a Nominating Committee,
which shall be composed of owners or spouses of owners of at least 3 Voting Members, a
majority of which are not Directors. The Nominating Committee shall then give the Board
notice, on or before a date designated by the Board, of its recommended candidates for
election as Directors at the next Annual Member Meeting. The Board of Directors, in its
reasonable discretion, shall make the final determination of the candidates who will run for
office.
6.3 Other Committees. The Board of Directors may, from time to time, create and
appoint other Committees on any subject for which there is no standing Committee. Each
Committee member must be a Director, Officer or an owner or spouse of an owner of a
Voting Member. A Member of a Committee, other than a standing Committee, must be a
Director, a Voting Delegate or owner or spouse of a Voting Member, or employee of FVFM.
Each Committee shall include at least 1 Director. The Board may elect one or more qualified
individuals as alternate members of such Committee, who may take the place of any
Committee member or members who are absent from the Committee meeting. Each
Committee shall serve at the discretion of the Board of Directors and act only for the purpose
and with the authority granted by the Board of Directors.
6.4 Committee Vacancies. Any Committee vacancy may be filled or left vacant by and at
the discretion of the Board.
6.5 Removal of Committee Members. Any Committee Member may be removed, with or
without cause at any time, by the Board.
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SECTION 7: OFFICERS AND GENERAL MANAGER
7.1 Officers. FVFM’s principal Officers shall be a President, a Vice President, a
Secretary and Treasurer. The Board of Directors may, at any time, combine the offices of
Secretary and Treasurer into a single office of Secretary/Treasurer, with such Officer
assuming the duties and responsibilities of the combined positions, and thereafter may again
separate such offices.
7.2 Election of Officers and Vacancies. At each Annual Board Meeting, the Board shall
elect from the Directors a President and Vice President and shall also elect a Secretary and a
Treasurer or a Secretary/Treasurer, who may or may not be a Director. An Officer shall hold
office until his or her successor is elected or his or her earlier death, resignation, incapacity,
or removal by the Board. An Officer may be re-elected to as many terms of office as the
Directors approve. Any vacant office shall be filled by the Board of Directors, without
unnecessary delay, at its next regular Board Meeting or at a Special Board Meeting called for
that purpose.
7.3 Duties and Powers of Officers. Subject to the supervision and control of the Board,
the Officers and their duties and powers shall be as follows:
A. President. The President: (a) shall be the Chairperson at all Member Meetings
and Board Meetings; (b) shall serve as the primary and immediate contact person
between the Board and the General Manager, if any, and other professional and
administrative staff; (c) shall, at his or her discretion, be an ex officio and voting
member of all Board Committees, except the Nominating Committee; (d)
communicate to the Members, Board of Directors, Officer and General Manager such
matters and suggestions as the President, in his or her opinion, believes will promote
and maintain FVFM’s mission, purposes, success and the proper management; (e) the
President shall make reasonable and continuing effort to inform the Vice President of
the status of matters and to prepare him or her for assumption of the President’s
duties, if necessary; and (f), in general, shall perform all duties incident to the office
of president and such other duties as may be, from time to time, assigned to him or
her by the Board.
B. Vice President. When there is no incumbent President or during the
President’s absence, or inability or refusal to act, the Vice President shall perform the
duties of the President, and when so acting, shall have the powers of, and shall be
subject to the restrictions upon, the President. As and when requested by the
President or Board, the Vice President shall assist the President in the completion of
his duties. The Vice President shall also assume such other duties as may be, from
time to time, assigned to him or her by the Board. The execution of any instrument
by the Vice President shall be conclusive evidence, as to third parties, of his authority
to act instead of the President.
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C. Secretary. The Secretary, directly or through FVFM’s staff, shall: (a) keep any
minutes of Member Meetings, Board Meetings and Committee Meetings; (b) attend
Member Meetings and Board Meetings (c) see that all notices are duly given in
accordance with the Bylaws or as required under the Wisconsin Cooperative Act; (d)
be custodian of the FVFM’s corporate records; (e) maintain the FVFM’s membership
lists and records; (f) notify individuals of their election as Directors or Officers and of
appointments to Committees; and (g) in general, shall perform all duties incident to
the office of the Secretary and such other duties as may be, from time to time,
assigned to him or her by the Board of Directors.
D. Treasurer. The Treasurer, directly or through FVFM’s staff, shall: (a) keep an
account of all money received by, and expended for the use of, FVFM; (b) make, or
permit to be made, disbursements only as approved by the Board of Directors; (c)
have the right to require, from time to time, reports or statements giving such
information as he or she may desire with respect to any or all of the FVFM’s financial
statements from the Officers, employees or agents transacting the same; (d) and
maintain the financial records of FVFM; and, in general, shall perform all duties
incident to the office of the Treasurer and such other duties as may be, from time to
time, assigned to him or her by the Board of Directors.
7.4 General Manager. The Board, at its Discretion, may appoint and thereafter remove a
Fieldperson or any other individual as the FVFM’s General Manager. The General Manager
shall: (a) supervise and manage FVFM’s Fieldpersons and staff and its operational activities
in the ordinary course of FVFM’s business; (b), when directed, serve as a representative of
FVFM within the dairy community; and (c) keep the Board of Directors and President
informed of the status of FVFM’s business and affairs and, in general, perform all duties
incident to the office of the General Manager and such other duties as may be, from time to
time, assigned to him or her by the Board. The Board may extend or curtail the General
Manager’s precise authorities, duties, and responsibilities. The General Manager shall
discharge his or her duties in consultation with, and under the supervision of, the Board and
President.
7.5 Compensation. The Officers and General Manager, if any, shall receive such
compensation and other benefits as the Board determines, so long as such compensation and
benefits do not violate the Wisconsin Cooperative Act or cause FVFM’s disqualification as a
tax-exempt organization. The Board of Directors may set the compensation for Officers on a
per-diem basis.
7.6 Bond of Treasurer. If required by the Board of Directors, the Treasurer shall secure a
bond as security for the Treasurer’s duties as the Board may direct. However, any fee for
such bond shall be paid by FVFM.
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SECTION 8: FINANCIAL MATTERS.
8.1 Financial Matters. Without limiting its general management authority, the Board shall
have the specific authorities set forth below regarding FVFM’s financial matters.
A. Deposits. All funds and monies of FMVM shall be deposited in the name of
the Company in such banks, trust companies or other depositories as the Board may
select. The signature of the General Manager, President, or Treasurer shall be
adequate on third-party checks and other instruments for deposit in the name of
FVFM (“Instruments for Deposit”). The Board may limit the general authority of the
General Manager, President, or Treasurer to sign Instruments for Deposit and grant
any other individual general or limited authority to sign Instruments for Deposit.
B. Checks and Payments. The signature of the General Manager, President or
Treasurer shall be adequate on checks, drafts and other orders for payment or
withdrawal of money issued in the name of FVFM (“Payment Instruments”). The
Board may limit the general authority of the General Manager, President, or Treasurer
to sign Payment Instruments and grant any other individual general or limited
authority to sign Payment Instruments.
C. Borrowing. The Board may authorize the borrowing of money and from
banks, other lending institutions, and other lenders and incurring of Debt with third
parties (together, “Loans”) for FVFM purposes and in connection therewith
applications and other financing documents for such Loans, issue notes, debentures,
and other Debt securities and granting of mortgages and security interests in the assets
of FVFM to secure repayment of the Loans (together, the “Loan Documents”). The
signature of any 2 of the General Manager, Directors or Officers shall be adequate on
all Loan Documents. The Board may limit the general authority of the General
Manager or any Director or Officer to sign Loan Documents and grant any other
individual general or limited authority to sign Loan Documents in the name of FVFM.
A lender with which application is made for a Loan with FVFM shall not be
required to inquire as to the purposes for which such Loan is sought; and, as between
the FVFM and such lender, it shall be conclusively presumed that the proceeds of
such Loan are to be and will be used for the purposes authorized under this
Agreement.
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D. Contracts. The Board may authorize any document, instrument, agreement,
and other contract (“Contracts”) on behalf of FVFM, including but not limited to,
agreements, contracts, deeds, and bills of sale and give receipts, releases, and
discharges with respect to the foregoing and any matters incident thereto as the Board
may deem advisable or appropriate (collectively “Contracts”). Any approval required
for such Contracts and the transactions contemplated therein shall be governed by
other Sections of this Agreement. The signature of the General Manager, President,
or two Directors shall be adequate on such Contracts. The Board may limit the
general authority of the General Manager, President, or any Director to sign Contracts
and grant any other individual general or limited authority to sign Contracts in the
name of FVFM.
8.2 Reserves. The Board of Directors shall establish and maintain, as it deems
appropriate, adequate reserves for depreciation, obsolescence, losses for bad accounts and
other purposes. Any net earnings after payments of all costs and expenses, together with
reasonable reserves, may be retained by FVFM as its unallocated surplus.
8.3 Bonds. The Board shall require each Officer and employee to whom FVFM funds or
other property are entrusted or who is empowered to disburse or authorize the disbursement
of its funds, or is charged with making or keeping its records, to furnish, at FVFM expense, a
bond in such amount as the Board shall determine.
8.4 Insurance. The Board shall provide for the adequate insurance of the property of
FVFM and property in its possession or stored by it, if not otherwise adequately insured, for
adequate insurance covering liability to employees and the public.
8.5 Audits. At the close of each fiscal year and at such additional times as it shall
determine, the Board shall procure an audit of the books and accounts of FVFM by the
Wisconsin State Department of Agriculture or an accredited certified public accountant.
SECTION 9: FIELDPERSONS
9.1 Fieldpersons and Staff. The Board shall employ one or more accounting, tax and
consulting professionals (each, a “Fieldperson”) and supporting staff to provide services to
its Members and shall fix the compensation and benefits to be received by each such
employee, which may vary.
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9.2 Employment. The Board shall have full authority to establish all employment
contracts and policies regarding its General Manager, if any, and Fieldpersons, staff and
agents, including, but not limited to, the duties and responsibilities of Fieldpersons and staff,
their compensation and benefits and all other matters regarding such employment. The
Board may, at its discretion, establish a policy regarding the number of Members to be
serviced by each Fieldperson considering factors such as a General Manager’s additional
duties, a beginning Fieldperson’s need to acclimate to his or her duties and the nature and
complexity of the work being done for Members assigned to the Fieldperson.
9.3 Restriction of Competition. During the term of his or her employment by FVFM, a
Fieldperson shall not engage in business of like nature of FVFM’s business or accept
employment by anyone else in such business.
SECTION 10: DISSOLUTION
Upon the dissolution of FVFM and after payment of all debts and expenses, the
remaining assets shall be distributed for one or more exempt purposes within the meaning of
Section 501(c)(3) of the Internal Revenue Code or any corresponding section of any future
federal tax code, with the intention that the Board, at its discretion, should give preference to
educational institutions within the State of Wisconsin and to Wisconsin state or local
governmental agencies providing educational resources for public purposes related to
production agriculture.
SECTION 11: DELIVERY OF NOTICES.
Any notice required under these Bylaws shall be deemed delivered upon the
following: (a) if to FVFM, by personal delivery to any Director or Officer of FVFM, by
mailing such notice to FVFM at the address of its principal office, or by faxing or emailing
such notice to FVFM at its then fax telephone number or email address; and (b) if to a
Member, by personal delivery to the Member’s Voting Delegate or any owner of the
Member or spouse of an owner, by mailing such notice to Member at the address shown in
FVFM’s records or at such other address as Member shall designate, in writing, or by faxing
or emailing such notice to the Member at the fax telephone number or email address most
recently provided to FVFM, in writing. Any notice mailed under these Bylaws shall be
deemed to be delivered when deposited in the United States mail, addressed as required, with
postage prepaid. Any notice faxed or emailed shall be deemed to be delivered when sent.
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SECTION 12: AMENDMENT OF BYLAWS.
These Bylaws may be amended, repealed, or altered in whole or in part, as follows:
A. By Voting Members. By affirmative vote of a majority to the Voting
Members at any Member meeting at which a quorum is present, provided a statement
of the nature of the proposed amendment is included in the notice of the meeting;
majority vote or consent of the Members entitled to vote at any Member Meeting, if
the proposed change of Bylaws had been provided with the notice of the Meeting; or
B. By Board. By affirmative majority vote of the Directors at any Board meeting
at which a quorum of the Directors is present, provided a statement of the nature of
the proposed amendment is included in the notice of the meeting. Any Bylaw
amended by the Board shall be reported at the next Member meeting and shall be
subject to amendment or repeal by the Voting Members.
SECTION 13: GOVERNING LAW.
In all matters not specified in these Bylaws, or in the event these Bylaws shall not
comply with applicable law, the Wisconsin Cooperative Act as then in effect shall apply.
CERTIFICATE OF SECRETARY
I, ___, certify that I am presently the duly elected and acting Secretary
of the Fox Valley Farm Management Association, and that the above Bylaws, consisting of
seventeen (17) pages, are the Bylaws of the Fox Valley Farm Management Association, as
adopted by its Board of Directors on December 12, 2021.
Dated: December __, 2021