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Assure and Enhance a Sustainable Dairy Environment in South Dakota

Resolutions Articles of Incorporation Bylaws

Resolutions

Resolutions of the South Dakota Dairy Producers

RESOLUTION #1: RAW MILK SALES PUBLIC HEALTH AND SAFETY

WHEREAS, milk is an important part of a healthy diet for most Americans; and
WHEREAS, milk is made safe by virtue of certain long established processes including dairy inspections and pasteurization; and
WHEREAS, current state law allows for the sale of unpasteurized (raw) milk.
NOW, THEREFORE, BE IT:
RESOLVED, that the South Dakota Dairy Producers supports strong dairy inspection programs with restrictions and limitations on the sale of raw milk.

RESOLUTION #2: HEALTHY CHOICES IN SCHOOLS

WHEREAS, the South Dakota Dairy Producers believes that the State of South Dakota should support a healthy school environment which improves access to foods which contribute to a healthy diet, such as high quality milk and
WHEREAS, the availability of high quality milk through various venues in our schools is key to supporting healthy dietary choices; and
WHEREAS, flavored milk is a healthy option for students to choose as a snack or with their lunch, and
WHEREAS, dairy options, including flavored milk, provide students with important nutrients including calcium and Vitamins A and D.
NOW, THEREFORE, BE IT:
RESOLVED, that the State of South Dakota encourage the presentation of healthy beverages including high quality milk and flavored milk, at competitive prices, in the school lunch line, alongside other healthy beverages sold in school vending machines or school stores throughout the state; and
FURTHER RESOLVED, that every effort be made to present milk products in the most desirable packaging and at the most desirable temperature in school settings; and
FURTHER RESOLVED, that school districts may not prevent the distribution or sale of flavored milk absent the finding that a particular product constitutes an unhealthy option which counters the health benefits of consuming the dairy product.

RESOLUTION #3: STATE SUPPORT FOR DAIRY RESEARCH AND MARKET DEVELOPMENT

WHEREAS, research and market development improves processor efficiencies and increases consumption of dairy products; and
WHEREAS, state assistance for research and market development for South Dakota’s dairy processing sector will provide job growth and dairy producer sustainability.
NOW, THEREFORE, BE IT:
RESOLVED, that the South Dakota Dairy Producers urges support for research and market development from the state through the South Dakota State University and other entities, including check-off organizations, to grow a vibrant and diverse South Dakota dairy industry.

RESOLUTION #4: JOHNE'S DISEASE

WHEREAS, Johne's Disease is a threat and can be detected through testing.
NOW, THEREFORE, BE IT:
RESOLVED, that the South Dakota Dairy Producers requests that the state and federal governments provide shared funding for the cost of a voluntary testing program with the goal of establishing South Dakota as a Johne's-free state.
FURTHER RESOLVED, that the state of South Dakota continue the Johne’s testing program and explore the development of a Johne’s disease vaccination program.

RESOLUTION #5: INSPECTION FEES

WHEREAS, dairy inspections benefit the consuming public by ensuring safety of food products;
NOW, THEREFORE, BE IT:
RESOLVED, that any additional South Dakota Department of Ag dairy program services to dairy farm families increase in inspection service fees be borne by consumers. Currently, SDCL 40-32-25 states, “may not exceed one cent per hundredweight on all milk purchased”.
RESOLVED, that SDDP supports any effort to fund the SDSU Animal Disease Research & Diagnostic Lab, only in an equitable means across all livestock species.

RESOLUTION #6: CORPORATE OWNERSHIP OF FARMLAND

WHEREAS, the South Dakota Dairy Producers believes that local, private ownership of farmland is necessary for building and maintaining healthy communities; and
WHEREAS, absentee ownership by corporations does not contribute to maintaining healthy communities; and
WHEREAS, certain business structures such as limited liability companies, farm producer corporations or other networking structures for producers to work together to attract outside capital and spread risk to afford the opportunity for locally owned, farmer managed dairies to succeed.
NOW, THEREFORE, BE IT:
RESOLVED, that the South Dakota Dairy Producers supports the current corporate farm law provisions.

RESOLUTION #7: FEDERAL FARM PROGRAM

WHEREAS, the enactment of appropriate funding through the Federal Farm Bill will extend programs which have had significant positive impacts on South Dakota dairy producers; and
WHEREAS, dairy products should continue to be a primary food source in all USDA food assistance programs, and
WHEREAS, alfalfa and other grass-based forages have a positive impact on the environment; and
WHEREAS, dairy producers need equitable returns and a safety net program which reflect the financial realities of the dairy industry; and
WHEREAS, the South Dakota Dairy Producers recognizes that there are limited resources to be directed to provide market stability for dairy producers.
NOW, THEREFORE, BE IT:
RESOLVED, that the South Dakota Dairy Producers urges Congress to extend, fully fund and implement programs for as long as the Federal Farm Bill remains in effect.
FURTHER RESOLVED, that the South Dakota Dairy Producers urges state directors whose role is to implement federal farm programs, to fully implement programs to the intent of Congress and the Administration.
FURTHER RESOLVED, that future farm policy should eliminate the penalty which farmers experience in moving cropland to alfalfa or other grass-based forages.
FURTHER RESOLVED, that the South Dakota Dairy Producers will work with other organizations on a national and state basis to build consensus on provisions for dairy policy in the context of a new farm bill or other ag policy legislation, while safeguarding equity of producers as reflected by margins which are based upon nationally uniform milk prices and feed costs.
FURTHER RESOLVED, that national dairy policy should encourage domestic and export market growth and consumption of dairy products.
FURTHER RESOLVED, that the South Dakota Dairy Producers supports revisions in the Federal Milk Marketing Orders to promote a pricing system that compensates producers fairly, and creates a more dynamic industry by moving away from end-product pricing formulas and make allowances.
FURTHER RESOLVED, that federal funding for dairy safety net programs should be administered so as to stabilize the economic performance of small and medium-sized dairies, while remaining available to cover financial risks for large scale producers.

RESOLUTION #8: FAIR MILK PRICE

WHEREAS, profitability continues to be a significant problem facing dairy producers; and
WHEREAS, there is a significant spread between the retail price of milk and the farm gate price for milk.
WHEREAS, certain processors are capturing significant margins in the market by means of labeling practices which imply that safe and approved animal treatment technologies are not perfectly safe.
NOW, THEREFORE, BE IT:
RESOLVED, that state and federal policymakers and dairy operators' milk processing partners work to secure a greater proportion of the milk price for milk producers.
FURTHER RESOLVED, that the state prohibit unfair or inaccurate labeling practices which increase cost to consumers without providing a price benefit to producers.
FURTHER RESOLVED, that SDDP supports establishment of a national system to verify cold storage reports.

RESOLUTION #9: IMPORT QUALITY AND SAFETY AND EXPORT STANDARDS

WHEREAS, imported dairy products may not be inspected as stringently as are U.S. dairy products; and
WHEREAS, an inadequate inspection system may constitute a bio-security risk; and
WHEREAS, the movement of dairy products in international commerce calls for efforts to ensure that U.S. milk complies with certain minimal production standards; and
WHEREAS, international trade of dairy products should be governed by fair, reciprocal product standards.
NOW, THEREFORE, BE IT:
RESOLVED, that the South Dakota Dairy Producers supports federal legislation to increase inspection of imports, enhance tracking, and to ensure that imported products adhere to the same regulations as U.S. products.

RESOLUTION #10: FLUID MILK STANDARDS

WHEREAS, the current fluid milk solid standards are inadequate.
NOW, THEREFORE, BE IT:
RESOLVED, that the South Dakota Dairy Producers supports raising the solids standards for fluid milk at least equal to the level of fresh milk from the farm and consider adopting California standards nationwide.

RESOLUTION #11: TRUTH IN LABELING FOR DAIRY PRODUCTS

WHEREAS, liquid extracted from grains, seeds, beans or leaves of various plants are being processed and marketed as “milk”; and
WHEREAS, these imitation dairy products are not nutritionally the same as real milk; and
WHEREAS, the labeling and placement of these products in the marketplace serve to confuse consumers regarding the relative benefits of these products; and
WHEREAS, it is a longstanding public policy to ensure that consumers receive accurate information regarding products they are purchasing for consumption.
NOW, THEREFORE, BE IT:
RESOLVED, that the term “milk” be reserved for foods that come from mammals.
FURTHER RESOLVED, that non-dairy products be labeled with information to ensure that consumers understand that imitation dairy products do not contain the same nutrient value as real milk.

RESOLUTION #12: TRADE POLICIES

WHEREAS, International trade policies have a significant impact on South Dakota dairy farm families.
NOW, THEREFORE, BE IT:
RESOLVED, that South Dakota Dairy Producers support the development of national trade policies which safeguard U.S. dairy production and economics.
FURTHER RESOLVED, that the goal of U.S. trade policy and future trade agreements should be to expand access to profitable markets for exports of U.S. dairy and other agricultural products.

RESOLUTION #13: IMMIGRATION (Revised and adopted 2.3.17)

WHEREAS, the South Dakota Dairy Producers understands the importance of immigration reform for the dairy industry at the Federal level, and
WHEREAS, South Dakota Dairy Producers has been working with South Dakota’s congressional delegation on a reform package that protects South Dakota’s dairy families as an employer and their employees.
NOW, THEREFORE, BE IT:
RESOLVED, that immigration reform should be handled at the Federal level and not by individual states be provided the option to participate.
FURTHER RESOLVED, that South Dakota Dairy Producers supports a comprehensive immigration reform plan and establishment of a guest worker program to address immediate worker needs.
FURTHER RESOLVED, that South Dakota Dairy Producers do not support the federal E -verify system due to unreliable outcomes due to inaccuracies in the system and additional burden on the employer.

RESOLUTION #14: ENVIRONMENT

WHEREAS, the dairy industry’s carbon footprint per pound of milk produced has been shrinking since 1944; and
WHEREAS, there is little or no conclusive scientific evidence indicating that particulate matter from farm operations adversely affects public health.
NOW, THEREFORE, BE IT:
RESOLVED, that the South Dakota Dairy Producers calls for the adoption of environmental regulations based on sound science and by means of a transparent process, and that regulations be administered in a practical manner so as to prevent undue hardship for dairy farmers and their families.

RESOLUTION #15: RISK MANAGEMENT TOOLS FOR MILK PRODUCERS

WHEREAS, there is an inherent risk in Farming – it is the only occupation that accepts the price for the product produced then pays for the delivery of that product to the buyer and can not pass the costs on into the food chain.
WHEREAS, South Dakota Dairy Producers require access to improved tools to help them manage the risks inherent in modern agriculture, including adverse weather and severe market fluctuations; and
WHEREAS, dairy producers who do not have access to adequate risk management tools will struggle to obtain financing for their dairy operations.
NOW, THEREFORE, BE IT:
RESOLVED, that the South Dakota Dairy Producers supports the development and implementation of strong/proven risk management tools to protect the financial viability of dairy operations.
FURTHER RESOLVED, that the South Dakota Dairy Producers supports efforts to educate producers regarding the availability and efficacy of utilizing federal risk management programs.

RESOLUTION #16: FARM YOUTH LEADERSHIP PROGRAMS INCLUDING 4-H AND FFA

WHEREAS, the 4-H Program and FFA have successfully served generations of rural youth with practical education and leadership training; and
WHEREAS, maintaining strong youth programs in South Dakota which focus on agricultural activities is vitally important to preparing the next generation of agricultural leaders.
NOW, THEREFORE, BE IT:
RESOLVED, that the South Dakota Dairy Producers supports continued state and county funding to maintain 4-H and state and school district funding to maintain FFA Programs throughout South Dakota.

RESOLUTION #17: NEW AND EXISTING TECHNOLOGIES AND PRODUCTS

WHEREAS, new and existing technologies and products continue to be researched by Universities and private institutions allowing for the improved safe production of foods including milk; and
WHEREAS, the consumers of food/milk /milk products are assured of the safety and quality of those products by the U.S. Food and Drug Administration and other responsible governmental agencies; and
WHEREAS, dairy producers are committed to the production of wholesome safe milk, excellent care of their animals and the sustainable use of our natural resources.
NOW, THEREFORE, BE IT:
RESOLVED, that the South Dakota Dairy Producers supports the use of new and existing technologies and products by dairy producers when approved by the responsible governmental agencies.
FURTHER RESOLVED, that South Dakota Dairy Producers urges processors and marketers of milk to refrain from misleading claims about the safety and quality of milk.
FURTHER RESOLVED, that any attempt to disseminate misleading consumer messages denies dairy producers their freedoms to produce and market a quality product.

RESOLUTION #18: CARE OF ANIMALS

WHEREAS, the South Dakota Dairy Producers supports a vibrant livestock sector and believes in maintaining consumer confidence in the Nation’s food supply; and
WHEREAS, South Dakota dairy farm families provide quality care of their animals; and
WHEREAS, the foundation for the care of dairy producers animals is based on the values and integrity of the dairy producers whose way of life is dependent upon the health and well-being of their animals; and
WHEREAS, the South Dakota Animal Industry Board promulgate rules relating to animal traceability; and
WHEREAS, the South Dakota Dairy Producers will participate in initiatives such as Farmers Assuring Responsible Management (FARM), Beef Quality Assurance/Critical Management Plan which seek to establish livestock care standards that are based on sound science, economic feasibility and are broadly accepted in the marketplace.
NOW, THEREFORE, BE IT:
RESOLVED, that the South Dakota Dairy Producers urges its members to provide quality housing, nutrition, husbandry and veterinary care to all animals.
FURTHER RESOLVED, that the South Dakota Dairy Producers will represent member interests in any rulemaking process relating to animal traceability standards or requirements.
FURTHER RESOLVED that the South Dakota Dairy Producers work with other entities to ensure the standards are being met and to educate non dairy farmers, including elected officials about current animal care practices.

RESOLUTION #19: INFRASTRUCTURE NEEDS OF RURAL COMMUNITIES AND MILK PROCESSORS

WHEREAS, a vibrant, diverse and growing dairy processing sector is vital to dairy producer sustainability; and
WHEREAS, local infrastructure needs such as roads, bridges, water supply and wastewater facilities affect the ability of milk processors to remain competitive; and
WHEREAS, ongoing operations and any planned expansion by milk processors located in communities whose infrastructure is inadequate to meet their operational needs will jeopardize jobs and economic impact in South Dakota and dairy producer sustainability; and
WHEREAS, state financial assistance is needed to ensure that municipalities can make timely improvements to public infrastructure; and
WHEREAS, it is in the interest of milk producers to work with milk processors and community leaders to seek resources to improve community infrastructure.
NOW, THEREFORE, BE IT:
RESOLVED, that the South Dakota Dairy Producers respond to requests of milk processors and their communities to support funding to maintain or improve essential local infrastructure.

RESOLUTION #20: ANIMAL IDENTIFICATION

WHEREAS, animal identification benefit the consuming public by ensuring safety of food products; and
WHEREAS, animal identification also assists in the management of the dairy operation.
NOW, THEREFORE, BE IT:
RESOLVED, that any additional mandated animal identification costs be borne by consumers.

RESOLUTION #21: SDSU ANIMAL DISEASE RESEARCH & DIAGNOSTIC LAB (Proposed and adopted 2.3.17)

WHEREAS, the Animal Disease Research & Diagnostic Laboratory (ADRDL) in Brookings serves to protect the state's $7.3 billion livestock industry against disease; and
WHEREAS, the ADRDL helps protect both human and animal health, and by providing rapid testing and diagnosis of animal diseases; and
WHEREAS, the lab provides rapid testing and diagnosis of animal diseases and developing new diagnostic tests and treatment options, thus protecting our food supply; and
WHEREAS, the current lab was built nearly 50 years ago and badly needs updating, including sections related to food safety; and
WHEREAS, the livestock industry developed a plan to fund the 1993 expansion adding four new sections; and
WHEREAS, work of the ADRDL benefits all segments of the population; therefore, be it
RESOLVED, we support upgrading, expanding and equipping the ADRDL; be it further
RESOLVED, the majority of funding for this effort should come from a wide variety of sources, not just the agricultural industry.

PROPOSED RESOLUTION #22: 2018 FAMILY FARMSTEAD/HOMESTEAD EXEMPTION (Proposed and adopted 2.1.18)

WHEREAS, Agriculture is the number one industry in South Dakota and,
WHEREAS, Livestock production is a value -added enterprise, with wide economic impact and,
WHEREAS, the need for increased livestock production will always be a factor in the world economy and,
WHEREAS, the city and rural residential residents are negatively affecting the livelihood of farmers and ranchers in Agriculturally Zoned land and,
WHEREAS, the inconsistency of Zoning regulations from County to County is creating unnecessary burdens on producers looking to expand their farming and ranching operations,
THEREFORE, BE IT RESOLVED:
The South Dakota Dairy Producers support a Family Farmstead/Homestead Exemption from Local Zoning Regulations for Small and Medium Livestock facilities up to 999 animal units, except for municipal and Agriculturally zoned lot setbacks.

PROPOSED RESOLUTION #23: RESOLUTION IN SUPPORT OF THE RURAL VETERINARY MEDICAL EDUCATION PROGRAM (Proposed 1.15.2019)

WHEREAS, agriculture is the largest industry in South Dakota with livestock representing 40% of the income; and
WHEREAS, vibrant agricultural communities are vital to the South Dakota economy and way of life; and
WHEREAS, veterinary medicine is an indispensable component in the support of agricultural communities and requires Doctors of Veterinary Medicine (DVMs) knowledgeable in food animal production practices and companion animal care and welfare; and
WHEREAS, veterinary medicine is an essential element of the one health initiative where the health and well-being of people are connected to the health and well-being of animals; and
WHEREAS, the education and recruitment of future veterinarians are crucial to the continued growth, strength and vitality of communities in South Dakota;
NOW, THEREFORE, BE IT RESOLVED THAT the South Dakota Dairy Producers association supports the establishment of a collaborative rural veterinary medical education program between South Dakota State University and the University of Minnesota College of Veterinary Medicine for educating veterinary medical students dedicated to serving agricultural communities and fostering excellence in diagnostics, research and clinical practice.

Articles of Incorporation

Articles of Incorporation of South Dakota Dairy Producers

MARCH 16, 2009

We, the undersigned, for the purpose of forming a corporation pursuant to the provisions of the South Dakota Nonprofit Corporation Act, South Dakota Codified Laws, Chapters 47-22 to 47-28, inclusive, do hereby adopt the following Articles of Incorporation:

ARTICLE I

NAME

The name of the corporation shall be South Dakota Dairy Producers (the “Corporation”).

ARTICLE II

PURPOSES

The Corporation is organized and shall be operated exclusively as a business league within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) for the purpose of advancing the interests of the South Dakota dairy industry.

For such purpose, and not otherwise, the Corporation shall have and may exercise all powers that are afforded to the Corporation by the South Dakota Nonprofit Corporation Act and by any future laws amendatory thereof and supplementary thereto; provided, however, that the Corporation shall not carry on any activity (i) not permitted to be carried on by a corporation that is exempt from federal income tax under Section 501(a) of the Code as an organization described in Section 501(c)(6) of the Code or (ii) not permitted by any parallel provision in the Codified Laws of the State of South Dakota, as now enacted or as hereafter amended. All references in these Articles of Incorporation to a particular section of the Code shall include the corresponding provisions of any future federal tax law.

ARTICLE III

PROHIBITED ACTIVITIES

The Corporation shall afford no pecuniary gain, directly, or indirectly, incidentally or otherwise, to its members, directors or officers, as such, provided, however, that reasonable compensation may be paid for services rendered to or for the Corporation and to make payments and distributions in furtherance of the purposes set forth in Article II. The Corporation shall not lend any of its assets to, or guarantee the obligations of, any director or officer of the Corporation.

ARTICLE IV

LEGISLATIVE AND POLITICAL ACTIVITIES

The Corporation may engage in any amount of direct or indirect legislative activity germane to the common business interests of the Corporation’s members. The Corporation may participate or intervene in any political campaign, including without limitation the dissemination of information to the public, in support of or in opposition to any candidate for public office, provided such activities do not exceed 49% of the Corporation’s primary business activities.

ARTICLE V

DURATION

The period of duration of the Corporation shall be perpetual.

ARTICLE VI

REGISTERED OFFICE

The registered office of the Corporation in South Dakota shall be located at 1100 Telluride Lane, Brookings, South Dakota 57006, and the registered agent at such office shall be Roger Scheibe.

ARTICLE VII

INCORPORATORS

The names and addresses of the incorporators, who are natural persons of full age, are as follows:

Roger A. Scheibe
1100 Telluride Lane
Brookings, South Dakota 57006

Marvin Post
21242 461st Avenue
Volga, South Dakota 57071

Randall Schuring
507 South 2nd Street
Andover, South Dakota 57422

ARTICLE VIII

DIRECTORS

The management and direction of the business and affairs of the Corporation shall be vested in a Board of Directors. The number, qualifications, terms of office, method of election, powers, authority, and duties of the directors of the Corporation, the time, place and manner of their meetings, and such other provisions with respect to them as are not inconsistent with the express provisions of these Articles of Incorporation shall be as specified in the Bylaws of the Corporation (the “Bylaws”).

The first Board of Directors (the “Initial Board”) shall adopt the Bylaws of the Corporation, elect its officers, and conduct such other business as shall come before it. The Initial Board shall consist of the following persons, each of whom shall serve for one (1) year from the date of these Articles or until his/her resignation or removal in accordance with the Bylaws or until his/her successor is elected in accordance with the Bylaws. The Initial Board shall be comprised of the following individuals:

Lynn Boadwine
46945 251st Street South
Baltic, South Dakota 57003

Mike Cypher
Cypher Dairy Consulting, LLC
26443 461st Avenue
Hartford, South Dakota 57033

Donn Develder
AMPI
315 North Broadway
New Ulm, Minnesota 56073

Ed Kavanaugh
48612 212th Street
Elkton, South Dakota 57026

Craig Krogstad
25143 475th Street
Baltic, South Dakota 57003-980

Roger Martens
Land O’ Lakes Purina Feed
16649 451st Avenue
Watertown, South Dakota 57201

Marvin Post
21242 461st Avenue
Volga, South Dakota 57071

Randall Schuring
507 South 2nd Street
Andover, South Dakota 57422

Susan Sybesma
36623 269th Street
Platte, South Dakota 57369-6148

ARTICLE IX

MEMBERS

The Corporation shall have voting members who may, from time to time, be classified among classes by the Board of Directors as more fully described in the Bylaws.

ARTICLE X

CAPITAL STOCK

The Corporation shall have no capital stock.

ARTICLE XI

NO PERSONAL LIABILITY

Neither the directors, officers, committee members, employees or agents of the Corporation shall be personally liable for the payment of any debts or obligations of the Corporation of any nature whatsoever, nor shall any of the property of any of the directors, officers, committee members, employees or agents be subject to the payment of the debts or obligations of the Corporation to any extent whatsoever.

ARTICLE XII

DISSOLUTION

The Corporation may be dissolved in accordance with the laws of the State of South Dakota. Upon dissolution of the Corporation, and after the payment of all liabilities and obligations of the Corporation and all costs and expenses incurred by the Corporation in connection with such dissolution, any remaining assets shall be distributed for one or more of the Corporation’s exempt purposes described in Article II.

ARTICLE XIII

ACTION WITHOUT A MEETING

Any action that may be taken at a meeting of the members or directors of the Corporation, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed in one or more counterparts by all the members entitled to vote with respect to the subject matter thereof, or all of the directors, or all of the members of the committee of directors, as the case may be.

Bylaws

Bylaws of South Dakota Dairy Producers

ARTICLE I

GENERAL

Section 1.01. Registered Office. The registered office of South Dakota Dairy Producers (this "Corporation") located in South Dakota shall be that as set forth in the Articles of Incorporation, as amended (the "Articles"), or in the most recent statement filed with the Secretary of State of South Dakota changing the registered office.

Section 1.02. Other Offices. This Corporation may have such other offices, within or without the State of South Dakota, as this Corporation's board of directors (the "Board of Directors") may from time to time determine.

Section 1.03. Fiscal Year. The fiscal year end shall be December 31.

Section 1.04. Corporate Seal. This Corporation shall have no corporate seal.

Section 1.05. Purposes. The primary purpose of this Corporation shall be to operate as a business league or trade association to advance the interests of the South Dakota dairy industry (the "Industry"), more specifically including without limitation to:

Unite diverse constituents of the Industry into a purposeful organization with common and representative leadership;
Promote and market dairy farmers, the Industry, and their products to the public;
Organize programs and activities to coordinate, motivate and inform constituents of the Industry;
Monitor and participate in regulatory issues affecting the South Dakota dairy industry;
Act as a primary point of contact for those within and without the Industry.

ARTICLE II

MEMBERS

Section 2.01. Eligibility. Any membership applicant who meets the qualification criteria for their desired membership class under Section 2.02 shall be eligible for membership and may become a member (a "Member") by (a) submitting a membership form, in which the entity attests to a shared commitment to the purposes of this Corporation as stated herein and to meeting the applicable membership qualifications, (b) providing contact information including

mailing address, and (c) remitting membership dues pursuant to Section 2.03. A Member's membership shall cease if such Member (x). no longer meets the qualifications for such Member's class as set forth in Section 2.02 or in any resolution of the Board of Directors establishing such Member's class, (y) fails to make timely payments of membership dues pursuant to Section 2.03, or (z) otherwise fails to fulfill its obligations as a Member under the Articles, these Bylaws, or any subsequent agreement entered into by such Member and this Corporation.

Section 2.02. Classes of Members; Qualifications. This Corporation shall initially have four classes of Members defined as follows:

Dairy Producers. All Members who are currently active dairy product producers shall belong to the "Dairy Producers" class of Members, each a "Dairy Producer Member" or "Dairy Producer". For the purposes of this subsection, "currently active dairy product producers" shall include all individuals residing in and entities qualified to do business in South Dakota who own or control the means to produce and are, at the time of their application for membership and for the duration of their membership, engaged in the production and marketing of dairy products.
Heifer Growers. All Members who are currently active heifer growers shall belong to the "Heifer Growers" class of Members, each a "Heifer Grower Member" or "Heifer Grower". For the purposes of this subsection, "currently active heifer growers" shall include all individuals residing in and entities qualified to do business in South Dakota who own or control the means to raise and are, at the time of their application for membership and for the duration of their membership, engaged in the raising and marketing heifers.
Industry Partners. All Members who are business entities or organizations allied with the dairy industry which support the purposes of this Corporation as stated herein which do not qualify as Dairy Producers or Heifer Growers shall belong to the "Industry Partners" class of Members, each an "Industry Partner Member" or "Industry Partner".
Individual Partners. All Members who are individuals and do not otherwise satisfy qualifications necessary to be a Member of this Corporation's other Member classes, including without limitation representatives, employees or others affiliated with other classes of Members, shall belong to the "Individual Partners" class of Members, each an "Individual Partner Member" or "Individual Partner".

Additional classes of Members, including· without limitation auxiliary Members, advisory Members, representative Members and public or community Members, and the manner of election or appointment of Members of each class and the qualifications and rights of each class of Members may be established by resolution of the Board of Directors from time to time.

Section 2.03. Member Dues. Each Member shall pay membership dues based on class of membership as established by resolution of the Board of Directors from time to time.

Section 2.04. Admission of New Members. The Secretary or a person designated by the Secretary shall approve the admission of any new Member and shall notify the Board of Directors when a Member's membership ceases pursuant to Section 2.01.

Section 2.05. Membership Roster. This Corporation shall maintain a membership roster with the name and contact information of each Member. Each Member is required to notify the Secretary of any change in such Member's contact information.

Section 2.06. Resignation. A Member may resign at any time by giving notice to this Corporation. The resignation of a Member is effective without acceptance when the notice is given to this Corporation, unless a later effective time is specified in the notice. Written notice or an electronic communication which meets the requirements of Section 3.17 may satisfy the notice requirement.

Section 2.07. Removal of Members. A Member, may be removed at any time, with or without cause, by the affirmative vote of a majority of the Members, provided that at least two Members vote for the removal of such Member.

Section 2.08. Annual Meeting. The regular annual meeting of the Members shall be held at such time and place as the Members may determine, for the purpose of electing directors, receiving a report on the activities and financial condition of this Corporation, and for the transaction of such other business as shall come before the meeting.

Section 2.09. Special Meetings. Special meetings of the Members shall be held whenever called by the Board of Directors, the President, or a majority of the Members. If at least ten percent of the Members, or 50 Members, whichever is less, sign, date and deliver to the President or the Secretary one or more written demands or demands sent through an electronic communication that meets the requirements of Section 3.17 for a meeting describing the purpose for which it is to be held, the Board of Directors shall cause a special meeting to be called and held on notice no later than 60 days after the receipt of the demand.

Section 2.10. Notice. Notice of a meeting of the Members shall be mailed to each Member, addressed to the Member at his or her residence or usual place of business, or delivered personally or by telephone, facsimile transmission, or electronic communication that meets the requirements of Section 3.17 to the Member, at least ten days, but not more than sixty days, before the day on which the meeting is to be held. The notice shall state the time and place of the meeting, and a statement of the purposes thereof. If a special meeting is demanded by the Members, the meeting must be held in the county where this Corporation's registered office is located. The business transacted at a special meeting is limited to the purposes stated within the notice of the meeting. A Member may waive notice of a meeting of Members. A waiver of notice by a Member entitled to notice is effective whether given before, at, or after the meeting, and whether given in writing, by electronic communication, orally, or by attendance. Attendance by a Member at a meeting is a waiver of notice of that meeting, unless the Member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting.

Section 2.11. Meetings Conducted Solely Through Electronic Communication. The Members may specify that a meeting will be conducted solely through one or more means of Remote Communication, provided that proper notice is given and that the quorum requirements are met. Remote communication includes any communication that is accomplished by means of electronics, telephone, video or Internet conferencing, or such other means through which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis ("Remote Communication"). Participation in a meeting through a form of Remote Communication that is authorized by the Members constitutes a personal presence at a meeting.

Section 2.12. Attendance and Participation in Meetings by Means of Remote Communication. The Members may authorize attendance and participation by individual Members at meetings through one or more means of Remote Communication. Participation in a meeting through a form of Remote Communication authorized by the Members constitutes personal presence at the meeting.

Section 2.13. Quorum. Except as otherwise required by statute or by these Bylaws, as amended (these "Bylaws"), at least ten percent of the Members entitled to vote shall be required to constitute a quorum for the transaction of business at any meeting. The act of a majority of the Members present at any duly held meeting at which a quorum is present, shall be the act of the Members. In the absence of a quorum, a majority of the Members present may adjourn a meeting from time to time until a quorum is present. Except as required by law, notice of any adjourned meeting need not be given, other than by announcement at the meeting at which adjournment is taken. If a quorum is present when a duly called or held meeting is convened, the Members present may continue to transact business until adjournment, even though the withdrawal of Members originally present leaves less than the number otherwise required for a quorum; provided, however, that the affirmative vote of a majority of the required quorum is required to take any action other than adjournment.

Section 2.14. Proxy Voting. Proxy voting shall not be permitted.

Section 2.15. Action Without Meeting. Any action that may be taken at a meeting of the Members may be taken without a meeting, as authorized under the Articles. The action is effective when the written action has been signed, in one or more counterparts, by all of the Members. ·

Section 2.16. Electronic Communications. One or more Members may participate in a meeting by any means of communication through which all Members participating in the meeting may simultaneously hear each other during the meeting.

ARTICLE III

BOARD OF DIRECTORS

Section 3.01 General Powers. The property, business, and affairs of this Corporation shall be managed by or under the direction of the Board of Directors.

Section 3.02. Number, Qualifications, Term of Office, and Election. The number of directors initially shall be nine, but may be amended by the Members, provided that the number of directors shall not be reduced to less than three. Directors must be natural persons of at least 18 years of age and a Member or designated representative of a Member. Each director shall hold office for a term of one year and through the adjournment of the meeting at which successor directors are elected, and until a successor is elected and qualified, or until the earlier death, resignation, or removal of the director. At each annual meeting, the Members shall elect the directors for the following year with the Member classes electing directors as follow:

Dairy Producer Members shall elect five directors from the Dairy Producer Member class (each a "Dairy Producer Director") as follows:
1. One Dairy Producer Director shall be elected by majority vote of all Dairy Producer Members owning less than 250 dairy cows as of the date 60 days before the applicable year's annual meeting or the date upon which a given Dairy Producer becomes a Member if such date is less than 60 days before such annual meeting (the "Head-Count Date");
2. One Dairy Producer Director shall be elected by majority vote of all Dairy Producer Members owning less than 500 but more than 249 dairy cows as of the Head-Count Date;
3. One Dairy Producer Director shall be elected by majority vote of all Dairy Producer Members owning less than 1500 but more than 499 dairy cows as of the Head-Count Date;
4. One Dairy Producer Director shall be elected by majority vote of all Dairy Producer Members owning more than 1500 dairy cows as of the Head-Count Date; and
5. One Dairy Producer Director shall be elected by majority vote of all Dairy Producer Members.
Heifer Growers shall elect one director from the Heifer Grower Member class by majority vote of all Heifer Grower Members;
Industry Partners shall elect one director who is a representative of an Industry Partner Member by majority vote of all Industry Partners;
Individual Partners shall elect one director from the Individual Partner Member class by majority vote of all Individual Partner Members; and
One director shall be elected by majority vote of all Industry Partner Members and all Individual Partner Members voting as one class, and such director may be either an Individual Partner Member or a designated representative of an Industry Partner.

In the event that any class of Members shall have no Members at the time of a director election, the directors to be elected by such Member class shall be elected by a majority vote of all Members without regard to Member class of any such director-candidate.

Section 3.03. Resignation. A director may resign at any time by giving notice to this Corporation. The resignation of a director is effective without acceptance when the notice is given to this Corporation, unless a later effective time is specified in the notice. Written notice or an electronic communication which meets the requirements of Section 3.17 may satisfy the notice requirement.

Section 3.04. Removal of Directors. A director, may be removed at any time, with or without cause, by the affirmative vote of a majority of the Members who elected such director.

Section 3.05. Vacancies. Any vacancy in the Board of Directors caused by death, resignation, removal, an increase in the number of directors, expiration of term, or any other cause, shall be filled by the affirmative vote of a majority of the Members who elected such director, or as prescribed by the Board of Directors when it elects to increase the number of directors. The term of the director filling any vacancy shall expire at the end of the term the director is filling.

Section 3.06. Time, Place and Manner of Meetings. The Board of Directors may hold its meetings at such time and place, and in such manner as it may from time to time determine. If the Board of Directors fails to select a place for a meeting or to specify that the meeting will be conducted solely through means of remote communication pursuant to Section 3.07, the meeting shall be held at the registered office.

Section 3.07. Meetings Conducted Solely Through Means of Remote Communication. The Board of Directors may specify that a meeting will be conducted solely through one or more means of remote communication, provided that notice is given, as specified in Section 3.12, and that the quorum requirements specified in Section 3.13 are met. Remote communication includes any communication that is accomplished by means of electronics, telephone, video, or internet conferencing, or such other means through which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis. Participation in a meeting through a form of remote communication that is authorized by the Board of Directors constitutes personal presence at the meeting.

Section 3.08. Attendance and Participation in Meetings by Means of Remote Communication. The Board of Directors may authorize individual attendance and participation by Board Members at meetings through one or more means of remote communication. Participation in a meeting through a form of remote communication authorized by the Board of Directors constitutes personal presence at the meeting.

Section 3.09. Annual Meeting. The annual meeting of the Board of Directors shall be held each year, at such time, place and in such manner as the Board of Directors may determine, for the purpose of electing officers and for the transaction of such other business as shall come before the meeting.

Section 3.10. Regular Meetings. Regular meetings of the Board of Directors shall be held from time to time, at such times and places and in such manner as the Board may determine.

Section 3.11. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the President or by any three directors, and shall be held at such times and places and in such manner as the Board of Directors may determine.

Section 3.12. Notice. Notice of a meeting shall be mailed to each director, addressed to the director at his or her residence or usual place of business at least five days before the day on which the meeting is to be held, or delivered personally or by telephone, facsimile transmission, or electronic communication which meets the requirements of Section 3.17, not later than two days before the day on which the meeting is to be held, however, notice need not be given if the date, time and place of the meeting were announced at a previous Board of Directors meeting. The notice shall state the time, place and manner of the meeting, but need not state the purposes thereof unless it is a special meeting. Notice will be deemed waived by any director who attends the meeting in person or participates in the meeting via remote communication, unless the director objects at the beginning of the meeting that the meeting is not lawfully called or convened and does not participate in the meeting. Notice also may be deemed waived if the director consents to such waiver of notice in writing or by electronic communication which meets the requirements of Section 3.17, before, after or during the meeting.

Section 3.13. Quorum. Except as otherwise provided by statute or by these Bylaws, a majority of the directors currently holding office shall be required to constitute a quorum for the transaction of business at any meeting. The act of a majority of the directors present at any duly held meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time until a quorum is present. Notice of any adjourned meeting need not be given, other than by announcement at the meeting at which adjournment is taken. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of directors originally present leaves less than the number otherwise required for a quorum; provided, however, that the affirmative vote of a majority of the required quorum is required to take any action other than adjournment.

Section 3.14. Proxy Voting. Proxy voting shall not be permitted.

Section 3.15. Action Without Meeting. Any action that may be taken at a meeting of the Board of Directors may be taken without a meeting, when authorized in a signed written action. If authorized in the Articles and if the action does not require the vote of any Members, the written action must be approved, in one or more counterparts, by all of the directors.

Section 3.16. Conflicts of Interest. Except as permitted by law, with respect to any contract or other transaction between this Corporation and any director, officer or Member (or an organization in which a director, officer or Member is a director, officer, member, legal representative or has a material financial interest): (a) the material facts as to such contract or transaction and as to the person's interest must be fully disclosed or known to the Board of Directors prior to approval of such contract or transaction; (b) such approval shall require the affirmative vote of a majority of the directors, not counting any vote that the interested director otherwise might have; and (c) an interested director shall not be counted in determining the presence of a quorum.

Section 3.17. Electronic Records and Signatures. This Corporation recognizes that authenticated electronic communication which meets the requirements of this section may legally satisfy written record and signature requirements necessary for valid records, signatures, and contracts. Authenticated communications are those communications that set forth information from which this Corporation can reasonably conclude that the communication was sent by the purported sender and are delivered to the principal place of business of this Corporation, or to an officer or agent of this Corporation who is authorized by this Corporation to receive the communication. Electronic records are records that are created, generated, sent, communicated, received or stored by electrical, digital, magnetic, wireless, optical, electromagnetic or similar technologies. Valid electronic signatures are those that are expressed through an electronic sound, symbol or process, and that are logically associated with a record and executed or adopted by a person with intent to sign the record.

ARTICLE IV

OFFICERS

Section 4.01. Number and Qualifications. The officers of this Corporation shall be a President, a Vice President, a Secretary, and a Treasurer each elected pursuant to Section 4.02 (collectively, the "Elected Officers"), and such other officers as shall be created and elected by the Board of Directors pursuant to Section 4.10. The offices of Secretary and Treasurer may be held by the same person. Officers shall be natural persons, and the President and Vice President shall be members of the Board of Directors.

Section 4.02. Election and Term of Office. The initial President, Vice President, Secretary, and Treasurer shall be appointed by the Board of Directors and shall serve for one year from the date of such appointment. Thereafter, officers shall be elected annually by the Members from candidates for office as nominated by the Nominating Committee, as defined below, and, except in the case of officers appointed in accordance with the provisions of Section 4.10, each shall hold office until the next annual election of officers and until a successor is elected and qualified, or until the earlier death, resignation, or removal of the officer.

Section 4.03. Resignations. Except as otherwise provided in any employment contract, an officer may resign by giving notice to this Corporation. Such resignation is effective without acceptance when the notice is given to this Corporation, unless a later effective date is named in the notice. Notice provide.d,. in writing or by an electronic communication which meets the requirements of Section 3.17 may satisfy the notice requirement.

Section 4.04. Removal. An officer may be removed, with or without cause, by a majority vote of the total number of directors.

Section 4.05. Vacancies. A vacancy in an office because of death, resignation, removal, or any other cause shall be filled by the Board of Directors for the unexpired part of the term. In the event of absence, inability or refusal to act of any of the officers, the Board of Directors may delegate the powers and duties of such office to any other officer or member of the Board of Directors for the necessary time period.

Section 4.06. President. The President shall: (a) have general active management of the business of this Corporation; (b) when present, preside at meetings of the Board of Directors; (c) see that orders and resolutions of the Board of Directors are carried into effect; (d) sign and deliver in the name of this Corporation deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of this Corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles or these Bylaws or by the Board of Directors to another officer or agent of this Corporation; and (e) perform such other duties as may from time to time be prescribed by the Board of Directors.

Section 4.07. Vice President. In the absence of the President, or in the event of his/her inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all of the restrictions upon the President. The Vice President shall perform such other duties as shall from time to time be assigned by the Board of Directors.

Section 4.08. Secretary. The Secretary shall: (a) maintain records of and, when necessary, certify proceedings of the Board of Directors; (b) when directed to do so, give proper notice of meetings of the Board of Directors; and (c) perform such other duties as may from time to time be prescribed by the Board of Directors or by the President.

Section 4.09. Treasurer. The Treasurer shall: (a) keep accurate financial records for this Corporation; (b) deposit money, drafts, and checks in the name of and to the credit of this Corporation in the banks and depositaries designated by the Board of Directors; (c) endorse for deposit notes, checks, and drafts received by this Corporation as ordered by the Board of Directors, making proper vouchers for the deposit; (d) disburse corporate funds and issue checks and drafts in the name of this Corporation, as ordered by the Board of Directors; (e) upon request, provide the President and the Board of Directors an account of transactions by the Treasurer and of the financial condition of this Corporation; and (f) perform such other duties as may from time to time be prescribed by the Board of Directors or by the President.

Section 4.10. Other Officers. This Corporation may have such other officers and agents as the Board of Directors considers necessary for the operation and management of this Corporation, each of whom shall have the powers, rights, duties, responsibilities, and terms in office as may be determined by resolution of the Board of Directors. Offices created under this Section may be held by individuals concurrently serving as Elected Officers.

Section 4.11. Delegation. Unless prohibited by a resolution adopted by the Board of Directors, an officer may, without the approval of the Board of Directors, delegate some or all the duties and powers of an office to other persons.

ARTICLE V

COMMITTEES

Section 5.01. Committees. The Board of Directors may act by and through the standing committees identified in Section 5.02 and such other committees as may created by resolutions of the Board of Directors.

Section 5.02. Standing Committees.

Executive Committee. The Board of Directors may appoint from their number an Executive Committee (the "Executive Committee") of not less than three nor more than five directors who shall include the Elected Officers and other directors sufficient to fill the committee.
1. During the intervals between meetings of the Board of Directors, the Executive Committee shall have and may exercise, in a manner not inconsistent with established policies of the Corporation, all the powers of the Board of Directors in the management of the business and affairs of the Corporation in such manner as the committee shall deem in the best interests of the Corporation, provided the Executive Committee shall not amend the Articles or these Bylaws, nor perform any other act prohibited by the South Dakota Codified Laws.
2. The Executive Committee shall also be responsible for drafting an annual budget, monitoring action on such budget, and all activities related thereto, unless or until the Board of Directors creates a separate committee responsible for budgetary matters.
Nominating Committee. The Board of Directors shall appoint a Nominating Committee which shall recommend nominees for elections of the Board of Directors, the Elected Officers, or other elections as designated by the Board of Directors (the "Nominating Committee"). The committee shall have not less than three nor more than five individuals who are directors, officers, or Members, and the Nominating Committee may be the Executive Committee.

Section 5.03. Procedures. The general procedures specified within Article IV apply to committees and members of committees to the same extent as those sections apply to the Board of Directors. Each committee shall prepare minutes of its meetings and shall furnish such minutes to the Board of Directors and to members of the committee. The President and Vice President may attend all committee meetings and engage in deliberation without voting power, except that the President and Vice President shall both serve as ex-officio members with voting power on the Executive Committee arid the Nominating Committee.

ARTICLE VI

BOOKS AND RECORDS

This Corporation shall keep at its registered office correct and complete copies of:

the Articles and these Bylaws;
accounting records; and
minutes of meetings of the Members, Board of Directors, and committees.

ARTICLE VII

INDEMNIFICATION

This Corporation shall indemnify persons to the extent allowed by the South Dakota Codified Laws, and shall have the power to otherwise indemnify persons for such expenses and liabilities, in such manner, under such circumstances, and to such extent as permitted by applicable law.

ARTICLE VIlI

AMENDMENTS

Amendments to the Articles must be approved by a majority of the Members; provided that for any meeting at which amendments to the Articles are proposed the notice for such meeting shall set forth the text of the proposed amendment. These Bylaws may be amended or altered by a vote of the majority of the full Board of Directors at any meeting; provided that notice of such proposed amendment shall have been given in the notice of such meeting. Such authority in the Board of Directors is subject to the power of the Members to change or repeal such Bylaws by a majority of the votes cast at any annual meeting of the Members or any special meeting of the Members called for such purpose, and the Board of Directors shall not make or alter any Bylaws fixing their qualifications, term of office, or number.

Dairy Checkoff vs. State Trade Associations

Dairy Checkoff

The dairy checkoff was created by farmers for farmers, and Midwest Dairy is still 100% funded by dairy farmers today.
Dairy farmers are required to contribute 15 cents per hundredweight of milk sold to the dairy checkoff. Of this, 10 cents are used by the local dairy checkoff, Midwest Dairy, and 5 cents are used by the national dairy checkoff, Dairy Management Incorporated.
Midwest Dairy covers 9 ½ states throughout the Midwest and is responsible for handling local dairy checkoff within this region.
Midwest Dairy is governed by 127 board members at eight local, or quasi-governmental organizations. Ultimately, a 34-membered Corporate Board consisting of dairy farmers is selected to guide Midwest Dairy.
Can only be used for:
- Consumer education
- Promotion of dairy for human consumption
- Nutrition, product, food safety and consumer research
Cannot conduct research to increase on-farm or processing productivity.
Cannot influence government and legislature.
USDA provides oversight of the dairy checkoff.
For more information about Midwest Dairy checkoff, visit www.midwestdairy.com.

South Dakota Dairy Producers Association

South Dakota Dairy Producers Association has been a voice for dairy in South Dakota since 2009.
An individual’s involvement within the South Dakota Dairy Producers Association is voluntary. Individuals, or organizations, can choose to become either a Producer or Industry Member.
South Dakota Dairy Producers Association’s board of directors is comprised of nine members. The board is a blend of dairy farmers and industry representatives, with six dairy farmers and three industry professionals.
South Dakota Dairy Producers Association works to promote dairy in South Dakota, bringing dairy farmers together with suppliers and processors to represent all dairy farms, regardless of size, operating style or location. Our goal is to promote success and sustainability into the future.
South Dakota Dairy Producers Association’s strategy pillars include:
- Membership
- Policy Work
- Value-Added Education and Information
- Budget
USDA does not provide oversight of the South Dakota Dairy Producers Association.

South Dakota Dairy Producers Association and Midwest Dairy are two organizations with two separate boards. However, staff is contracted and shared between the South Dakota Dairy Producers Association and Midwest Dairy.