Approved March 19, 1997
Updated April 1, 2008
ARTICLE I. PURPOSE AND OBJECTIVES
The purposes of Mid-South Dairy Records, Inc. (hereinafter referred to as Mid-South Dairy Records or the association) shall be:
(1) To maintain a uniform system of production record keeping on dairy animals, to guide its members, dairymen and other interested persons in the improvement of dairy cattle and promote programs related thereto, including education, research, breeding, reference and commercial.
(2) To maintain a high standard of integrity and accuracy in the Dairy Herd Improvement (hereinafter referred to as DHI) record keeping program to give reliability and stability to its use and to protect all dairymen and others who wish to use the records for whatever purpose may seem desirable and necessary.
(3) To provide an organization for the supervision of the DHI record keeping system. Supervision shall embrace the enforcement of the rules, regulations, policies and code of ethics of DHI testing, including procedures for dealing with infractions.
(4) To maintain an up-to-date system of record keeping to guide the individual members in their dairy herd improvement programs and merchandising efforts and to supply information to the Extension personnel of the University of Kentucky and University of Missouri for study and analysis and, further, to supply similar information to the U.S. Department of Agriculture for the preparation of performance summaries for both males and females.
(5) To maintain a high standard of integrity in DHI records as a protection for all dairymen and others who wish to use the records as previously set forth.
To further the foregoing purposes, the operations of this corporation shall be conducted in accordance with a Memorandum of Understanding between this corporation and Cooperative Extension Services of Kentucky and Missouri, consistent with the Memorandum of Understanding between the National Dairy Herd Improvement Association, Inc., and the Extension Service and Agriculture Research Service of the United States Department of Agriculture.
ARTICLE II. POLICIES AND STANDARDS
The rules, policies and standards governing the conduct of production testing programs for Mid-South Dairy Records shall be the rules, policies, standards and uniform procedures for DHI testing as adopted under the direction and authority of the National Dairy Herd Improvement Board of Directors (hereinafter referred to as NDHIA) as these rules, policies and standards presently exist or as they may be amended authoritatively from time to time. Said rules, policies and standards (a copy of which is attached hereto) are incorporated by reference into these Bylaws. The most current version of said rules, policies and standards shall automatically, upon adoption by the NDHIA Board of Directors, always become a part of these by-laws.
ARTICLE III. MEMBERSHIP
Any party, be they individual, partnership or corporation, owning or leasing one or more dairy animals may apply for membership in the Association. Each party who has applied for membership shall become a member upon approval by the Association’s Board of Directors or General Manager, agreement to comply with such uniform conditions of Membership as prescribed by the Board, and execution of a Membership Agreement with this association.
Each Member of this Association, as a condition of Membership, shall make a written Membership Agreement with this Association in a form prescribed by the Board of Directors. The Membership Agreement shall include agreements to: abide with these Bylaws and the Articles of Incorporation; follow the rules and regulations of the National DHIA program as implemented by this Association for the services it provides therein as the binding and exclusive method of resolving disputes between the Member and the Association. The Membership Agreement may include other provisions governing and defining the relationship between a Member and this Association so long as they are uniformly applied to the Membership and are not in conflict with these Bylaws, the Articles of Incorporation, or other written policies and conditions regarding Members and Patrons of this Association.
If a Member becomes ineligible for Membership, or the Board of Directors finds that a Member has (a) intentionally or repeatedly violated any Bylaw or condition of Membership in this Association, (b) breached any contract or Membership Agreement with this Association, or (c) obstructed or engaged in a material conflict with any lawful purpose or activity of this Association or the National DHIA program as implemented by this Association; then, the Board may terminate his or her Membership and access to the services provided by this Association. A Member so terminated shall thereafter have no voting rights in this Association and his/her right to challenge such action shall be limited to the procedures for dispute resolution provided in the Membership Agreement. Termination of Membership shall not impair the obligations of either party under any other contract between the Association and the person whose Membership is terminated.
Neither the Mid-South Dairy Records Board of Directors, nor any of the members, officers or employees of Mid-South Dairy Records shall be liable for any loss, damage or claims resulting from decisions rendered or put into effect as provided for in these by-laws, nor for any action pertaining to the same.
ARTICLE IV. ASSOCIATIONS
An affiliated local or county association shall be an incorporated, nonprofit dairy herd improvement association which has executed an agreement of affiliation and/or membership with Mid-South Dairy Records.
An incorporated local DHIA may become affiliated with Mid-South Dairy Records when it has: (1) submitted an application for membership; (2) remitted the portion of the membership fee and/or assessments established by the Board of Directors; (3) received approval as a qualified local DHIA; and (4) executed an agreement of affiliation with Mid-South Dairy Records agreeing to abide by the rules, regulations and policies of Mid-South Dairy Records.
Local associations will function cooperatively under the direction of Mid-South Dairy Records and the Local Association Board of Directors for the purpose of achieving the purposes and goals of the entire group and individual members
A service unit, shall be any area consisting of Mid-South Dairy Records members, but not wishing to form an affiliated local association. Service units will function solely under the direction of Mid-South Dairy Records. A service unit may elect to form their own member organization, in which case they may charge a membership fee and hold meetings as they choose.
An affiliated local association may convert to a service unit given the following: (1) transfer of ownership of any property to Mid-South Dairy Records, either by sale or trade; (2) adoption of service unit pay scale and fees; and (3) by settlement or transfer of all local association financial obligations.
The Mid-South Dairy Records Board of Directors or the Local Association Board of Directors may terminate affiliation upon sixty days written notice to the other.
Services may be suspended by the Board of Directors of Mid-South Dairy Records to any affiliated local association when the board finds that such affiliated local or county association is no longer eligible for affiliation; the board finds it is not feasible to continue to provide services to the local association; the local association refuses to enforce, abide by, willfully violates or permits to be violated the provision of the by-laws and the NDHIA rules, policies, standards and uniform procedures for DHI testing; or breaches or fails to comply with the agreement of affiliation between Mid-South Dairy Records and the Local Association.
ARTICLE V. DISTRICTS
For the purposes of electing directors and the efficient operation of the association, the Board of Directors shall divide the Mid-South Dairy Records membership service area into geographical areas called Districts. These Districts shall be re-evaluated from time to time by the Board of Directors for effective representation based loosely on cow numbers. Notice of any changes to the location, size or composition of any of these Districts, by the Board of Directors shall be given to all members with voting rights within 60 days of said modifications. Each District may have one or more directors based on cow numbers.
ARTICLE VI. MEETINGS
Each District will annually hold at least one meeting in its District to inform the members of the operations of Mid-South Dairy Records.
Special meetings of each district may be called at any time by the General Manager, the President of Mid-South Dairy Records, written request of at least one-third of the Directors, or written request of at least one-fourth of the members in that District.
Written notice of the time and place of any meeting, shall be given not less than fifteen days prior to the date of the meeting.
Each member of this Association present at any official meeting of the membership properly called in accordance with the by-laws of this Association shall be entitled to cast one vote on any matter brought before said meeting. There shall be only one vote per herd and one vote per individual.
ARTICLE VII. DIRECTORS
The initial Board of Directors has been elected by the directors of each state Dairy Herd Improvement Association which merged to form Mid-South Dairy Records. One third of the initial directors will serve a term of one year, one third will serve a term of two years and the final one third shall serve a term of three years.
All Directors shall be members in good standing. Directors shall reside in the Districts from which they are elected.
Each year, one-third of the Directors shall be elected, in their respective districts, for terms of three years to succeed the Directors whose terms have expired. Director nominations may be made by any member or local association of the Electing Districts by sending the nomination in writing to the General Manager. All nominations for the Board of Directors must be received by the General Manager by January 2nd of each year. Any nominations received after this date will be disregarded.
After the General Manager receives all qualifying nominations, he or she will prepare ballots for each area listing all the candidates nominated for Director. All members in each Electing District will be mailed a ballot on or by January 10, each year, to vote for the Director(s) of their District. These Directors shall be elected on a rotating basis for a three year term. The initial rotation, or any necessary adjustments to Director rotations, shall be determined by the Board of Directors. The election of Directors shall be based on valid ballots received by the General Manager on or before January 31. The newly elected Director shall take office at the next Board meeting.
By virtue of their office, the Chairman of the Department of Animal Science at the University of Kentucky and the University of Missouri, or his designee of the State Extension Dairy Specialist with DHI responsibility, will automatically be a member of Mid-South Dairy Records Board of Directors. These ex-officio members will not have voting rights or be eligible to be elected as an Officer.
Whenever a vacancy occurs on the Board of Directors of Mid-South Dairy Records, other than through expiration of the term of office, the Board of Directors may appoint a member from the District in which the vacancy occurs to fill the vacancy until a successor can be duly elected at the next annual meeting of the District.
The Board of Directors shall manage the property and affairs of Mid-South Dairy Records. Except as limited by law, the Board of Directors shall have and is invested with the power and authority to do, or cause to be done, any and all things for and on behalf of the Association, to exercise or cause to be exercised any and all of its powers and privileges and to seek the effectuation of its purposes and objectives, including the establishment of all necessary or desirable rules, regulations and policies for DHIA testing. The Board of Directors may employ and dismiss a general manager or executive secretary and such other employees, including local supervisors, in cooperation with local associations, as it deems necessary or advisable, upon such terms of employment as it deems proper.
Any Director who is absent from three or more meetings within any twelve month period may be removed from office as provided in Article VIII, Section 6 and a replacement appointed according to Article VII, Section 5.
Officers, directors, and committee members may be compensated for time spent in carrying out their respective duties set forth herein at such rate as may established by the Board of Directors. The officers, directors and committee members may be reimbursed for mileage and for such other expenses incurred in attending duly called meetings and carrying out other duties and responsibilities duly assigned to them as individuals by the Board of Directors.
A majority of the elected Directors present at any official meeting properly called in accordance with these by-laws shall constitute a quorum for the transactions of business.
Each person who is or was a member of the Mid-South Dairy Records Board of Directors, nor any of the members, officers or employees of Mid-South Dairy Records shall be indemnified by this association against liability and related expenses incurred in connection with any claim, suit or proceeding in which he or she may be involved by reason of his or her position with his association, whether he or she occupies the position when liability of expense is incurred or not.
ARTICLE VIII. OFFICERS
The officers of Mid-South Dairy Records shall consist of a President, Vice President, Secretary and Treasurer. The officers shall be elected by the Board of Directors at the first meeting of each year following the election of Directors. The offices of Secretary and Treasurer may be combined. Officers will serve a term of one year. They may also be re-elected in following years.
The President, Vice President, Secretary and Treasurer shall have the usual functions of such offices in addition to any duties or responsibilities assigned by action of the Board of Directors. These duties may also be delegated to the General Manager.
The General Manager shall be employed by the Board of Directors subject to written contract and shall have, in addition to any duties listed herein, general supervisory powers and authority over the day-to-day business and operations of Mid-South Dairy Records and of its employees, under the direction of the Board of Directors and the President.
The hiring of all employees must be approved by the Board of Directors. All persons working for Mid-South Dairy Records and any of its local associations and affiliates will be employees of Mid-South Dairy Records. The hiring of independent contractors will not be permitted without Board of Director approval.
The Board of Directors may require that any employee or officer of Mid-South Dairy Records handling funds for the association be covered by an adequate bond or insurance for the faithful performance of their duties, responsibilities and obligations.
Any Director or Officer may be removed from office by a vote of not less than three-fourths of the Board of Directors. Notice of the time, place and objective of any such contemplated action shall be made in writing to the Director or Officer against whom such action is directed. Such Director or Officer shall at the same time be informed in writing of such contemplated action and at such meeting shall have an opportunity to be heard in person or by consul and to produce and examine witnesses. The determination of a quorum and three-fourths vote shall be determined without inclusion of a Director or Officer sought to be removed at such meeting.
A Director or Officer may be removed from office if a petition signed by 15% of the membership in the Director or Officer’s district is submitted to the Board of Directors. A special election will then be called and a simple majority of the district’s members will be sufficient to remove the Director or Officer.
ARTICLE IX. CAPITAL AND FEES
The Board of Directors shall determine the necessary operating expenses of the corporation, as well as fees for members.
As soon as practicable after the close of each fiscal year, a review of Mid-South Dairy Record’s financial condition shall be performed. A report of the operations for the fiscal year together with a statement of its financial condition shall be made available to the Board of Directors. The fiscal year for Mid-South Dairy Records will be from January 1, through December 31.
The review of the financial condition shall be made by an independent public accountant or auditing firm employee for this purpose by the Board of Directors.
ARTICLE X. DISSOLUTION
Mid-South Dairy Records may discontinue its operation and conclude its affairs by a two-thirds vote of the ballots mailed in from the membership for the above purpose. Individual ballots will be mailed to each member herd.
At the time of the merger of Kentucky Dairy Records, and Missouri DHIA, including the Livestock Nutrition Lab Services, the Board of Directors for Mid-South Dairy Records will determine the percentage of assets that each organization contributed to the new organization of Mid-South Dairy Records. Upon dissolution, the percentage of assets attributable to each organization, after all debts have been paid, shall be distributed to a successor affiliate, as that term is defined by the National DHIA, in each state. If any state does not have a successor affiliate that state’s assets shall be divided equally between the states which do have successor affiliates.
ARTICLE XII. AMMENDMENTS
Amendments may be proposed by any member of the Board of Directors or by petition signed by at least twenty percent of the members of Mid-South Dairy Records.
These by-laws may from time to time be altered, amended or repealed, or new bylaws may be adopted by either:
- Board of Directors. An affirmative vote of two-thirds of the Board of Directors voting at any regular or special meeting. Notice of any amendments by the Board of Directors shall be given to each member having voting rights within 60 days after the date of such amendments by the Board; or
- Membership. An affirmative vote of two-thirds of all ballots returned to the Mid-South Office from the membership for the above purpose. A copy of the proposed amendments will be mailed along with a ballot to each member.