Proposed AJCA Constitution Amendment

In June the American Jersey Cattle Association (AJCA) membership will vote on an amendment to the constitution in regards to directors and terms during the 156th annual meeting.

The AJCA has experienced dramatic growth accompanied by significant shifts in membership and income between districts since 12 districts were approved in June 1977. The AJCA, as well as the entire dairy industry, continue to experience dramatic changes in business strategies.

 

History of Redistricting
The guiding principle of districts for the AJCA membership is to provide for equal and fair representation of the membership in the decision-making of the Board.

For the 1995 redistricting review, an ad hoc committee was appointed of John Palmer, Cornish, Maine, David Spahr, Findlay, Ohio, and Duane Wickstrom, Hilmar, Calif. They recommended five indexes to the board to assess customer activity levels with each state. The indexes were:

1. 1.  Membership only
      2. Revenue only (registrations, transfers and performance programs)
      3. Membership and revenue weighted equally
      4. Revenue weighted twice as much as membership
      5. Revenue weighted three times as much as membership

The committee recommended and the Board adopted method 5, revenue weighted three times as much as membership. District lines were then drawn so that the total Activity Index was relatively equal across the groups. Geography and association between states was also considered in the final stages of determining the new districts.

These five formulas have been the basis for the structure of districts since. In 2003-2004, 2013, and again in 2023, the board selected method 5 while evaluating districts.

In 2004, the membership approved an amendment to the Constitution setting forth the procedure by which the Board of Directors could redefine districts in order to provide for equal and fair representation of the membership in the decision-making of the Board without amendment of the Constitution or formal action by members.

 

Districts Restructured for 2025
At the November 2023 AJCA board meeting, the directors reviewed the past 10 years based on the five methods adopted by the board in 1995. After review they voted to reduce the total number of districts from twelve (12) to three (3), while maintaining twelve (12) directors.

The board viewed the new structure as an opportunity to achieve more equitable representation for the membership across the country. These changes will provide a better balance of membership and income across all districts, and ensure equal and fair representation of AJCA members in the decision-making of the Board of Directors. Consideration was also given to geography and working relationships among states for sales and meetings. Future activity and breed growth were also evaluated, based upon recent and historical trends.

The new districts are listed below:

• First District: Alabama, Connecticut, Delaware, Florida, Georgia, Kentucky, Maine, Maryland, Massachusetts, Mississippi, New Hampshire, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Vermont, Virginia, West Virginia.
• Second District: Arkansas, Colorado, Iowa, Kansas, Illinois, Indiana, Louisiana, Michigan, Minnesota, Missouri, Montana, Nebraska, New Mexico, North Dakota, Oklahoma, South Dakota, Texas, Wisconsin, Wyoming.
• Third District: Alaska, Arizona, California, Hawaii, Idaho, Nevada, Oregon, Utah, Washington.

Amendment to the Constitution
With the changes to the districts an amendment will need to be made to the AJCA Constitution. These will be presented for a member vote at this year’s Annual Meeting.

The proposed amendment will make the following changes to the Constitution:

• Reduce total number of Districts from twelve (12) to three (3);
  • Four (4) Directors other than the President shall be eligible to reside within any one district;
  • The President and three (3) Directors shall be elected at each annual meeting;
  • Each Director shall serve a four (4) year term.

The proposed amendment pertains to Article V., Sec. 1(b) and (c) and Sec. 2(a) and (c).

 

Proposed Amendment
Resolved, that effective June 22, 2024, Article V, Sec. 1. and Sec. 2. of the Constitution of the Association shall be amended to read as follows:

Article V
Directors
Sec. 1. (a) The Board of Directors of the Association shall consist of the President and twelve (12) other Directors.

(b) Each Director including the President shall be an active member of the Association who is actively engaged in ownership or management of a recognizable Jersey herd. Each Director other than the President shall be a resident of the district, as defined in paragraph (c) of this Sec. from which he or she is elected, but not more than one four of the twelve Directors other than the President shall be a resident of any one district.

(c) The territory covered by the Association shall be divided into twelve (12) three (3) districts to provide for equitable representation on the Board of directors of all sections of the country, taking into account, without limitation, the number of active members, the population of registered animals served, and historical trends. The districts shall be defined by the resolution adopted by the Board of Directors as provided in paragraph (e) of this Sec.

(d) The Board of Directors shall periodically review the districts to determine the need for redistricting. The Board may initiate such review at any time it determines, from information available to it or in response to requests from active members. Such a review shall, however, be made at least once every ten (10) years.

(e) The Board of Directors shall have the authority to change the composition of the districts as it may deem appropriate, but no such change shall change the number of districts or the number of Directors or have the effect of disqualifying any incumbent Director. Before any change by the Board of Directors shall become effective, it shall be reported to the membership at an annual meeting of the Association for review and comment. Any final action of the Board of Directors regarding such change, including any further changes it may make following that annual meeting, shall be reported at the next succeeding annual meeting and shall take effect at that annual meeting.

Sec. 2 (a) The President shall be elected at each annual meeting for a term of one (1) year and until a successor shall be elected. Four (4) Three (3) other Directors shall be elected at each annual meeting for a term of three (3) four (4) years and until their successors shall be elected. The President and Directors shall take office immediately upon the conclusion of the annual meeting at which they are elected.

(b) The President and each Director shall be elected by a plurality of the votes cast by eligible members. In the case of a tie, the winner shall be determined by drawing lots.

(c) Each Director shall be eligible to serve for two (2) successive terms but a Director other than the President shall not thereafter be eligible for another term until one (1) year has elapsed after the termination of the Director’s second, successive full term. A Director who, by appointment or election has filled out the unexpired term of a vacancy shall be eligible for election to serve two (2) successive, full three-year four-year terms after the termination of such unexpired term.

 

Adaption and Rotation of Directors
Based on the proposed change to reduce the number of total districts from twelve (12) to three (3), it becomes necessary to amend the constitution to allow for more than one Director other than the President to reside within a district. Therefore, Article V, Sec.1. (b) will be amended to allow for not more than four of the twelve Directors other than the President to be a resident in any one district.

In addition, the proposed amendment increases director terms from three (3) year terms to four (4) year terms, with three (3) directors (instead of four (4) directors) elected at each annual meeting. However, each Director shall still be eligible to serve for two (2) successive terms as outlined in Article V, Sec.2.(c). The Board will continue to have 1 President and 12 directors.

All directors elected June 2024 and prior, will continue in office until the expiration of their terms in 2025, 2026 and 2027.

Director districts with terms expiring in 2025 are: Districts 4, 7, 10, and 12. The terms of Directors from Districts 2, 6, 8, and 11 expire in 2026, while Directors from Districts 1, 3, 5, and 9 expire in 2027.

During the transition period the Board of Directors, which normally consists of the President and twelve other directors, may have one or more additional directors. In addition, as a result of redistricting, if a newly configured district does not have four (4) active directors, the board may appoint a director to fill the open position for a period to align the election with expiring terms. At no time during the transition will any elected Director be disqualified from completing their term.

If the amendment is approved, the changes would become effective at the 2025 AJCA Annual Meeting.

 

Submitting Your Vote
Amendments to the Constitution require an affirmative vote of 75% of the eligible members of the Association voting at an annual or special meeting. You can vote on the proposed amendment either in person at the AJCA Annual Meeting on June 22, 2024, in Springfield, Mass., or by proxy. This will assist the Inspectors of Election in tabulating the results during the Annual Meeting.

To confirm your voting privileges contact Blake Granzow, Executive Assistant, at bgranzow@usjersey.com.