Proposed USMEF Bylaws Amendments
Dear USMEF Board Members:
As we reported at our November 2013 Board of Directors meeting, last year the USMEF Officers retained legal counsel to conduct a thorough and independent governance audit of the organization and to recommend proposed changes in USMEF’s Bylaws to reflect the outcome of the audit. This was done to ensure that we are fulfilling all of our fiduciary duties and responsibilities and that the USMEF Bylaws are consistent with current practices. It is important to note that these proposed amendments would not cause any change in membership dues. However, it will be necessary to make a few changes in the membership dues schedule (attached) to keep the language consistent with the Bylaws.
The most significant proposed change in our Bylaws relates to the structure of the Executive Committee. Current at large and advisory seats on the Executive Committee would be designated for representatives of the national checkoff boards and the Federation of State Beef Councils. In addition, Executive Committee seats currently held by the beef and pork producing and feeding sectors would be designated as non-checkoff. Together, these changes would ensure that all producer members who contribute to the success of USMEF have a well-defined avenue for representation on the Executive Committee.
As a result of these changes, the advisory seat would be eliminated, there would be three at-large seats, and the number of seats on the Executive Committee would increase from the current 21 members to a total of 22. As you consider the proposed changes in the Bylaws, I encourage you to carefully review the attachment to this letter which describes all of the changes and explains the reasons behind the proposed new wording.
Beyond these changes in the structure of the Executive Committee, the other most significant recommendation of the governance audit is not reflected in the proposed amendments to the Bylaws but will result in changes in our resolutions process. The governance audit recommended that any checkoff board that provides funding to USMEF which results in seat(s) on the USMEF Board of Directors should not vote on matters that influence, directly or indirectly, government policy or action. Although it is not USMEF’s role to take formal positions as an organization on public policy issues, from time to time resolutions which could be interpreted as influencing government policy or action are proposed at USMEF’s Board of Directors meetings.
The USMEF Officers and Executive Committee have considered the options available for dealing with these situations and have decided that the most equitable solution is to implement new procedures to ensure that no policy resolutions are brought forward for a vote at USMEF Executive Committee meetings and Board of Directors meetings. As USMEF’s Resolutions Committee reviews resolutions that are proposed at our Board meetings, it will rely on legal advice to ensure that no resolution, which could be interpreted as influencing government policy or action, is advanced to the Executive Committee or Board for a vote.
It is my hope that this letter and the accompanying documents provide you with the information you need to understand the changes we are proposing to the text of the Bylaws and to the resolutions process. We are sending this information so that there will be adequate time for input and questions in anticipation of voting on the revised Bylaws on May 23, 2014, during the Business Session at the USMEF Board of Directors meeting in Kansas City. I encourage you to contact me (email@example.com) or Leann Saunders, USMEF Chair-Elect (firstname.lastname@example.org) no later than Monday, April 21, with any remaining questions or comments so that we can make appropriate edits to the draft Bylaws prior to the presentation at the Board Meeting.