National Council of Farmer Cooperatives

“There shall be an executive council consisting of the following persons: (a) twelve (12) members of the council, consisting of three (3) persons from each of the regions, who shall be elected by the voting members, in each respective region on the basis of one-member one-vote. The chairman shall appoint an election coordinator for each region from among the voting members in the respective regions. Elections may be conducted by mail ballot unless a majority of the voting members in the region notify the election coordinator and request a meeting for such purpose. If for any reason an elected position on the executive council becomes vacant, the election coordinator for the affected region shall be responsible for conducting an election to designate a successor. Vacancies shall be filled on the basis of one-member one-vote. No individual may serve consecutive terms as election coordinator, and (b) four (4) alternate members, consisting of one person from each of the regions, who shall be appointed by the chairman. Alternate members may attend all executive council meetings and may vote on all matters put before the executive council.(c) such number of members of the council as shall represent members of them. Association whose annual dues equal or exceed $100,000 in the current fiscal year of the association, provided, however, that the total number of representatives of such dues paying members so appointed shall not exceed the total number of executive council members entitled to be elected and if the number that could be so appointed exceeds twelve, only the twelve highest dues paying members shall be eligible to appoint representatives to the executive council, and (d) the immediate past chairman of the council, and (e) one state cooperative council representative elected by the members of the council to serve for a two-year term beginning in january of each odd-numbered year. Only persons who are members of the council shall be eligible to serve on the executive council. The executive council shall have charge of the direction of the business and affairs of the association in the interim between meetings of the council. The executive council shall at all times act under the direction and control of the council and shall report any actions to the council no later than its next meeting.”

“The organization has two categories of membership: 1. Voting 2. Non-voting. Voting members consist of the following: (1) any agricultural cooperative association of the type described in section 15 (a) of the agricultural marketing act, approved june 15, 1929, as amended [49 stat 317, 12 usca 1141j (a)] which is eligible to borrow from a bank for cooperatives, or a federation of two or more such cooperative associations, or any agricultural organization, including but not limited to limited liability companies, partnerships, and corporations, which is owned and controlled by farmers or ranchers or by an agricultural cooperative owned and controlled by farmers or ranchers. (2) any bank chartered under title i or iii of the farm credit act, approved december 10, 1971, as amended [85 stat 583, 12 usca 2001 et seq.]. Non-voting members. The following organizations shall be eligible for non-voting membership in this association: (1) any entity described in subsection a (a) above that does not contribute at least the minimum dues established for voting membership by the council; (2) any local cooperative affiliated with a voting member of this association; (3) any subsidiary controlled by a voting member or members of this association; and (4) any state cooperative council, corporate or otherwise, organized and functioning as an educational, legislative, or service organization for the encouragement of agricultural cooperative associations and their members. (5) any bargaining cooperative: the organizations described in paragraphs (1) and (2) above shall also be referred to as associate members. Individuals. The following individuals shall be eligible to become non-voting members of this association: (a) employees of ncfc member organizations, (b) directors of ncfc member organizations, (c) individual farmer members of ncfc member organizations; and (d) members of ncfc's legal, tax and accounting and government affairs committees. Upon election to membership, each voting member shall be assigned to one of the following geographic regions: west, north central, south central and east.”

“The affairs of the association are governed by a board of directors referred to as the council. Each voting member of the association shall have the right to appoint a representative to the council. In addition, four state cooperative council representatives shall be elected by the members of the council. State cooperative council members shall nominate, from among their official representatives to the association, four individuals to serve as members of the council. Bargaining cooperative members shall nominate, from among their official representatives to the association, two individuals to serve as members of the council.”

“Council members vote on the following: budgeting, policy recommendations, election of officers, approval of membership applications. Each member has one vote.”

“The form 990 is prepared by the organization's public accounting firm based on information provided by management. Once a draft of the filing is available, it is reviewed by the treasurer, audit committee, and board of directors prior to submission to the internal revenue service.”

“The purpose of this conflict of interest policy is to protect the interests of the national council of farmer cooperatives (ncfc) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of ncfc. Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person plus covered under the policy. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing board or committee shall determine whether ncfc can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in ncfc's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.”

“The executive council reviews the ceo's compensation each year through the following process. The board chairman surveys executive council members for their feedback on the ceo's performance based on a list of criteria. The ceo also completes a self-evaluation. The executive council meets to review the survey results and the ceo's self-evaluation, and to discuss his/her performance goals and achievements. They then use the results of the survey and data from similarly situated ag-related organizations to determine the ceo's compensation and benefits. With regard to compensation of key employees, the ceo makes those determinations following performance review with each of the key employees to review performance goals and achievements. The ceo uses compensation data from similarly situated agricultural organizations to determine compensation levels.”

“The organization makes form 990 available upon request.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available upon request.”