Virginia Farm Bureau Federation

“Bylaws, article vi, section 3.(b) - duties of the vice president. The bylaws were amended to provide the procedures required to be followed by the vice president and the board of directors if the president's office is vacated mid-term due to disability or absence of the president.”

“The virginia farm bureau federation has 88 members. This is a federation of the county farm bureaus in virginia. Each county farm bureau is an autonomous body run by its own members and boards of directors. Each county farm bureau has approved joining with the virginia farm bureau federation and the other county farm bureaus in virginia to form this federation to better serve the members of all farm bureaus in virginia.”

“Members of the governing body are elected by the members of the organization. Voting strength of the members is determined by the number of producer members within each county farm bureau. The members of the virginia farm bureau federation (88 county farm bureaus) have the authority to, and do, elect all the members of the board of directors. Each county farm bureau sends their voting representatives to a meeting of the federation. Representatives from each county farm bureau in a district nominate a person to sit on the board but the election is decided by all representatives of the county farm bureaus voting in one place, at one time to elect all members of the governing body (the board of directors).”

“The only decisions of the governing body (board of directors) which are subject to the approval of the members are those to change the bylaws of the federation. The board of directors can amend the bylaws but any amendment is subject to ratification by the members.”

“There are no committees of the board with authority to act in the place of the board. All standing committees are advisory to the board and are not charged with authority to act. Minutes of meetings of advisory committees of the board of directors are recorded contemporaneously and presented to the next committee meeting with any committee recommendations reported to the board of directors.”

“A copy of the form 990 is provided to the members of the board of directors' budget and audit committee before it is filed. They are provided a review by management staff and given an opportunity to ask any questions. Before completing the form 990, all officers of the organization with special knowledge in the various areas covered by the form 990 questions are asked for their review and confirmation of accuracy in the report. A copy of the form 990 is maintained by the corporate secretary for the review of any members of the board of directors who wishes to review the form.”

“The virginia farm bureau's board-approved written conflict of interest policy is read and signed by each member of the board of directors, each officer, and each key staff at least once each calendar year. Copies are kept on file by the corporate secretary. Any forms that are signed with the notation of "with exception" are presented to the chief executive officer for his review and initials. If a management decision is needed in an area where a key employee has signed their form as "with exception" that employee is expected to report that situation to their immediate supervisor, from there it is to be recorded and then reported to the human resources senior vice president or senior management if considered material by the human resources senior vice president. The chief executive officer also chairs all of the board meetings and has knowledge of each director's "exceptions" for signed/reported conflicts. The chief executive officer will ask a director to report that conflict or possible conflict to the board before voting, or be asked to recuse themselves from a vote involving a possible conflict. Either action would be recorded in the minutes of the meeting.”

“The office of president of virginia farm bureau federation is an elected position. Periodically, human resources sends the budget and audit committee the president's current salary, the salary range of the position, and the average suggested increase percentage for executives based on salary survey data. The salary is reviewed and the increase is recommended by the company's budget and audit committee which is made up of three of the eighteen board of directors. The board of directors reviews and approves the recommendation of the budget and audit committee. This process is reviewed during the executive session of the board of directors. The secretary of the company has recorded minutes of the salary approval. This is an annual process which occurs during the first quarter of the year following and the salary is effective january 1 of the following year. The office of the corporate secretary of the virginia farm bureau federation is an appointed position. A market study using salary survey data is completed by human resources to determine the appropriate salary range for the position. This was most recently completed in 2012. An annual performance review process (ppr) is done and the merit increase is determined based on the ppr score. The president will then submit the requested salary increase to human resources for processing. Documentation of the ppr rating and requested salary increase is maintained in human resources. This is an annual process which takes place in the first quarter of the following year with salary increases effective april 1.”

“The virginia farm bureau federation is not required to provide the general public with its governing documents, conflict of interest policy, or financial statements. As a membership organization with 88 members of the federation (members are the county farm bureaus based in counties in virginia) and through the county farm bureaus serving over 128,000 family memberships, we will provide to a member access to the governing documents, lists of members, financial information and minutes. A member must submit their request to the corporate secretary in writing allowing up to 10 days for access. A reason must be given for the request and the documents requested must have relevance to the reason. At the annual meeting of the virginia farm bureau federation financial statements are provided to all members as well as copies of the governing documents.”

“The budget and audit committee assumes responsibility for oversight of the audit of the financial statements and recommends the selected auditor to the full board of directors for approval and appointment.”