By-Laws

By-Laws of California Creamery Operators Association

Organized in 1900 to Promote the Dairy Interests of California

Article I

This organization shall be known under the name of the California Creamery Operators Association.

Article II

Purpose

A. To promote and develop the dairy industry with emphasis on those phases involving processing and related activity.

B. To extend mutual acquaintance, cooperation and harmonious relationship among manufactures, processors, producers and allied industries to the end that a better informed dairy industry may obtain greater achievement in the development of the dairy resources of the State of California.

C. To collect and disseminate information relative to the dairy industry and to encourage provocative, objective thinking relating thereto and to this end, conventions, discussions, and meetings shall be held.

D. To act in matter which may be either necessary for, or proper, or incidental to the exercising of any of the forgoing purposes.

Article III

Membership

The membership of the California Creamery Operators Association shall consist of:

(1) Corporations or firms, private and cooperative, engaged in receiving milk and in the processing and/or merchandising of dairy products with facilities in the State of California. Present members may be excluded from this requirement by the Directors.

(2) Corporations or firms affiliated with, but not engaged in, the manufacture or merchandising of dairy products with facilities in the State of California. Present members may be excluded from this requirement by the Directors.

(3) Individuals employed in the dairy industry and retired members of the dairy industry.

(4) Those who through retirement or otherwise have been of outstanding service to the dairy industry who are elected by the membership as honorary members. Members in this class are eligible to participate in all meetings, and to hold office as honorary directors.

Members of each class shall be elected by the Board of Directors.

Article IV

Annual Convention

At conventions and other meetings of the members at large a quorum shall constitute a majority of members.

Article V

Board of Directors

The Board of Directors shall consist of not less than twelve members but not more than twenty-four members. Each director shall be a member or a full time employee of a member firm.

The Board of Directors shall be divided into three classes approximately equal in number so that the term of office of each of the directors of one of such class shall expire in each year.

At each annual convention the members shall elect such number of directors as shall be necessary to fill the places of those whose terms of office are about to expire. All directors shall be elected for a term of three years.

Any vacancy occurring in the Board of Directors and any directorship to be filed by reason of an increase in the number of directors may be filled by appointment by the Board of Directors.

A regular annual meeting of the Board of Directors shall be held during the annual convention. Additional regular meetings of the Association may be called by or at the request of the President or Vice President. It shall be the duty of each Board member to attend all meetings of the Board in person or to arrange for an alternate to attend in his place. A majority of the Board of Directors shall constitute a quorum.

Article VI

Duties of the Board of Directors

1. The Board of Directors shall have authority to conduct and control the affairs of the Association and to make rules and regulations consistent with the laws of the State of California and the by-laws of the Association for the guidance of its officers and executives.

2. It shall appoint and remove at pleasure all agents and employees of the Corporation.

3. It shall arrange for the annual convention.

Article VI

Officers

The officers of the Association shall consist of President, Vice President, Secretary and Treasurer. The President, Vice President, Secretary and Treasurer shall be elected at the annual meeting and serve for the periods intervening between annual meetings.

The President shall be the executive head of the Association and Chairman of the Board of Directors. He shall appoint all committees and shall be a member ex-officio of such committees with the right to vote.

The duties of the Vice President shall be to act on all occasions in the absence of the president, and when so acting he shall have all the powers of the president.

The duties of the Secretary shall be to keep a complete and accurate record of the proceedings and activities of this association.

The duties of the Treasurer of this association shall be to keep a complete account of all expenditures and all finances received and all moneys paid into the association. He shall make a full and complete report at each annual convention of the correct state of finances and standing of the association.

Article VIII

Committees

At the annual meeting of the Board of Directors, the President shall nominate and the Board shall elect an Executive Committee. The Executive Committee shall consist of five members of the Board, the President and Vice President being two of the five members.

The duties of the Executive Committee shall be to carry out the provisions of these by-laws, to fix the compensation for agents, employees and paid officials of the association, and in any case of vacancy in any office to appoint a member to serve until the following annual convention.

Meetings of the Executive Committee are subject to the call of the chairman of the committee or to the call of the president.

Article IX

Dues

The Board of Directors may determine from time to time the dues payable to the Association by each of the classes of membership as defined in Article III of these by-laws.

Article X

Annual Audit

The records and books of account of the Association shall be audited annually, as soon as possible after the close of such fiscal year, by an independent certified public accountant appointed by the Board of Directors.

Article XI

Amendments

These by-laws or any portion thereof, may be amended or revised by a two-thirds vote of the members present in annual convention, provided that the membership has been apprised in writing of the proposed action 30 days prior to the meeting.