POLICY AND PROCEDURES of U.S. Roundtable for Sustainable Beef

POLICY AND PROCEDURES of U.S. Roundtable for Sustainable Beef These are the written rules for conduct of the U.S. Roundtable for Sustainable Beef (USRSB). These Policy and Procedures serve as a contract among USRSB members and must be adhered to or amended through the process described herein. INDEX I. TENETS.. Page 2 II. MEMBERSHIP.. Page 3 III. GENERAL ASSEMBLY. Page 5 IV. BOARD OF DIRECTORS. Page 6 V. ADMINISTRATOR.. Page 10 VI. COMMITTEES AND WORKING GROUPS... Page 10 VII. MEDIATION OF COMPLAINTS AND GRIEVANCES Page 11 VIII. APPENDIX A: INVESTMENT SCHEDULE. Page 12 1

1. TENETS Article 1. Vision, Mission and Expectations 1. All members are committed to making the U.S. beef value chain more sustainable. 2. Vision The U.S. beef value chain is the trusted global leader in environmentally sound, socially responsible, and economically viable beef. 3. Mission To advance, support and communicate continuous improvement in sustainability through leadership, innovation, multi-stakeholder engagement and collaboration. 4. The Policies and Procedures apply to all Members of the U.S. Roundtable for Sustainable Beef within each respective sector of the beef value chain. 5. Members will promote and communicate this commitment throughout their own organization and to their customers, suppliers, sub-contractors and other relevant actors throughout the value chain from production to consumption. Article 2. Transparency and Conflict Resolution 1. The USRSB is a transparent and open organization that makes every effort to disclose its processes to advance, support and communicate continuous improvement in sustainability of the U.S. beef value chain through leadership, innovation, multistakeholder engagement and collaboration. 2. Members will resolve grievances with individual members and USRSB directly with the Board of Directors, and will not make unsubstantiated allegations or breaches of the Policies and Procedures against other members. Article 3. Anti-trust 1. Members are required to adhere to U.S. anti-trust laws and to USRSB Policies and Procedures and refrain from any behavior contrary to either of those documents. 2

II. MEMBERSHIP Article 4. Constituencies 1. The USRSB is comprised of the following five constituencies: a. Producers Individuals, organizations and associations of people who are actively engaged in the ownership and management of cattle used to produce beef; b. Allied Industry Organizations and associations of people who supply the beef value chain with goods and services, including but not limited to financial institutions; c. Processors Organizations and associations of people who process cattle and beef into saleable product; d. Retail Organizations and associations of people who bring beef and beefrelated products to consumers; e. Civil society Academic institutions, non-government and non-commercial institutions, foundations, alliances and associations with a stake in the beef value chain; 2. Membership is open to stakeholders of the beef value chain who belong to one of the five constituencies. 3. Each constituency represents the interests and needs of their group and facilitates internal communication. Article 5. Admission to membership 1. A USRSB Admission Request Form must be completed in full, signed by the responsible party and sent to the USRSB Administrator. The requests are reviewed for completeness and forms are submitted to the Board of Directors for review. 2. The USRSB Board of Directors may ask for more information from the applicant. 3. The USRSB Board of Directors votes to accept or reject an applicant based on the applicant s commitment to sustainable beef and validity of stakeholder interest. 4. The USRSB Administrator will inform the applicant of their acceptance or rejection. Approved members will be published on the USRSB website. 3

5. Membership is effective upon payment of membership dues/fees. 6. The Board of Directors may choose to invite interim and regular non-voting participants as observers considering membership. Article 6. Obligations of members 1. All Members have the duty to uphold the Vision, Mission and goals of the USRSB and to follow the USRSB Policy and Procedures. 2. Members are required to pay their respective membership fee. Any members suspended for unpaid membership fees are ineligible to vote. 3. Members are responsible for ensuring that their commitment to the objectives of the USRSB is substantiated by adequate financial and personnel resources within their organization. Article 7. Membership fees 1. Members shall pay an annual membership fee. The amount varies between size of operation/organization. 2. The Board of Directors reviews the amount, scaling and payment method of membership fees on an annual basis and provides its recommendation to the General Assembly during the Annual General Assembly meeting. The General Assembly ratifies the recommendation. 3. Membership renewals are due by October 1 st of each year. 4. Membership renewals that are unpaid as of October 2 nd will result in membership suspension. 5. Membership renewals that are unpaid as of November 1 st will result in membership termination. 6. Membership fees of new members joining after October 1 st will be pro-rated. 7. Membership fees may be reduced at the discretion of the Board of Directors. Any member who wishes to be absolved from the obligation of paying a membership fee must disclose their financial situation in a transparent manner to the Board of Directors. 4

Article 8. Termination of membership and readmission 1. Membership terminates by one of two ways: voluntary withdrawal or exclusion. a. Voluntary withdrawal of membership is possible at any time, via written notice of resignation to the Administrator. b. Membership can be terminated through exclusion from the USRSB by a twothirds vote of the Board of Directors. 2. All decisions by the Board of Directors are final. No membership fees will be reimbursed. All rights of the member in the General Assembly will be instantly suspended. 3. Membership terminates through exclusion automatically, when members fail to pay their membership fees within the time limit defined in these Policies and Procedures. Re-entry into the USRSB through application is possible if the respective reasons for ending the membership are no longer valid. III. GENERAL ASSEMBLY Article 9. Amendments to the Policy and Procedures 1. Proposed amendments to the Policy and Procedures are brought forward by Participating members to the Board of Directors for consideration. 2. The active members proposing amendments will be granted the opportunity to address the Board of Directors to represent their amendment(s). 3. The Board of Directors will deliberate on the proposed amendments and inform the member of its decision to endorse the amendment. 4. Endorsed amendments will be presented to the General Assembly for vote. Article 10. General Assembly Meetings 1. The General Assembly meetings will be conducted as outlined in the Policies and Procedures. 2. Non-members may attend General Assembly meetings at the discretion of the Board of Directors. 3. Members will not be reimbursed for expenses incurred related to a USRSB meeting. 5

Article 11. Proceedings for the General Assembly Meetings 1. A notice for a meeting of the General Assembly will be sent at least 30 days in advance of the meeting. Members wishing to participate in the meeting are requested to reply in writing no later than 14 days before the meeting. Organizations shall designate a representative to exercise their voting rights. The General Assembly meetings are chaired by the Chair of the Board of Directors. 2. Participating members may propose items to be discussed and decided upon by sending agenda items to the Board of Director Chair no later than 14 days before the General Assembly meeting. 3. The deliberations of the General Assembly meetings shall be recorded in minutes signed by the Chair and approved by the Board of Directors. The minutes shall be compiled and sent to the members within 14 days after the meeting for approval. Afterwards they will be published on the USRSB web site. Article 12. Resolutions of the General Assembly 1. Organizations are represented by one delegate each, although more than one member of the organization may participate in the General Assembly meeting. 2. The goal of the USRSB is to reach consensus on all decisions. Consensus is understood as the absence of sustained opposition but does not require unanimity. If no consensus is reached through debate, decisions are made by two-thirds vote. Each Participating Member organization has one vote. IV. BOARD OF DIRECTORS Article 13. Policy and Procedures and Composition 1. The Board of Directors is the representation of the membership of the USRSB and is comprised of two members from each of the five constituencies. It is accountable to the members and is required to abide by U.S. laws. 2. Each constituency group submits nominations to the Board of Directors. Therefore, a. The constituency "Producer " shall elect two voting members from its producer association members within its constituency as representatives on the Board of Directors; b. The constituency "Allied Industry" shall elect two voting members from its constituency as representatives on the Board of Directors; 6

c. The constituency "Processors" shall elect two voting members from its constituency as representatives on the Board of Directors; d. The constituency "Retail" shall elect two voting members from its constituency as representatives on the Board of Directors and; e. The constituency "Civil Society" shall elect two voting members from its constituency as representatives on the Board of Directors. 3. It is the responsibility of each constituency to seek balanced representation within their constituency through the nomination and election process. 4. The Board of Directors are responsible for representing the interest and views of their respective constituency group rather than that of their own organization or personal belief. 5. A member of the Board of Directors may only represent one constituency at any given time. 6. Each organization serving on the board of directors shall designate primary and secondary representatives to the Board of Directors. The secondary representative will serve on the Board of Directors in the event that the primary representative is not able to participate. The same is not true in the case of the Board of Directors Past Chair, Chair, and Chair Elect. 7. Members of the Board of Directors will serve a two-year term beginning at the annual general assembly meeting of their election. Board of Director Members will be nominated and elected upon term expiration. 8. Terms expire at the annual general assembly meeting of the second year of the term, elections will be held for open positions at a preceding annual General Assembly meeting. 9. The initial Board of Director terms will be staggered to ensure continuity for subsequent years. A member of each constituency (5 members total) will serve 1 year and a member of each constituency will serve 2 years (5 members total). 10. If an organization serving on the Board of Directors does not provide representation for three consecutive Board of Director meetings the member organization immediately forfeits their Board of Director position and the constituency will elect a replacement organization to the Board of Directors. 7

Article 14. Tasks and Responsibilities of the Board of Directors 1. The USRSB Board of Directors has the powers vested in it by the General Assembly. The Board of Directors are responsible for establishing the organizations strategic priorities. 2. The members of the Board of Directors are responsible for ensuring that the USRSB adheres to its Policies and Procedures. 3. Board of Director members are expected to keep appropriate information confidential. 4. The Board of Directors is responsible for delivering a strategic plan to the General Assembly and delegates operational responsibilities to the Administrator to USRSB Working Groups. 5. The Board of Directors approves the annual progress report, budget and work plan presented by the Administrator. 6. The Board of Directors drafts and amends the Scope of Work for all Committees and Working Groups. 7. Members of the Board of Directors are responsible for chairing or selecting a Chair for Committees and Working Groups. Committees and Working Groups are comprised of Members at the request of the respective Committee or Working Group Chair. The Board of Directors approves any formal cooperation with other institutions and organizations proposed by its members or the Administrator. 8. All Board of Director members shall represent the USRSB in public where appropriate. 9. The members of the Board of Directors perform their duties without the need of their respective constituency to vote on their decisions. Article 15. Nomination and Election Process 1. The Boards of Directors sends out a call for nominations to the respective constituency group for all upcoming vacant positions on the Board of Directors. 2. The Calls will be sent out at least 14 calendar days before the nomination period is closed. Only Participating members in good financial standing are eligible for nomination. 3. Voting within each constituency group will take place at the Annual General Assembly meeting. 8

Article 16. Resolutions of the Board of Directors 1. The Board of Directors constitutes a quorum when more than 50% of members are available and every constituent group is represented. 2. All resolutions of the Board of Directors are taken in consensus, defined as the absence of sustained opposition. For a resolution to be passed a two-thirds majority (more than two-thirds of the valid votes cast) of those must vote in favor. Article 17. Board of Directors Past Chair, Chair and Chair Elect 1. The Board of Directors will be led by a Chair and Chair Elect. 2. The Past Chair, Chair, and Chair Elect will each hold a one year term. 3. The Board of Directors will elect the initial Chair and the Chair Elect every year. 4. The Chair-Elect will be selected from the Board of Directors. 5. The Chair is not subject to the term limits of the Board of Directors. 6. The Past Chair will serve in an ex-officio capacity. 7. Only voting members of the Board of Directors are eligible to serve as the Chair and Chair Elect. 8. The Chair of the Board of Directors chairs the meetings of the General Assembly and the Board of Directors, including preparation of the agenda with the Administrator, opening, calling to order and closing of sessions. The Chair oversees all voting processes and represents the Board of Directors and the USRSB at all times. 9. The Chair Elect assists the Chair or stands in to perform the Chairs duties in absence of the Chair. 10. The Administrator is responsible for delivering meeting reports to the Board of Directors. 11. The Administrator is responsible for the financial accounting of the USRSB. The Administrator monitors the bookkeeping; including all bank accounts, incomes and expenses. The Administrator oversees the preparation and presentation of the annual financial report or any additional information requested by an independent auditor. Article 18. Board of Directors meetings 9

1. The Board of Directors meets in person at least once a year. This meeting may take place immediately before or after the General Assembly meeting at the same venue as noted in the Policy and Procedures. The Board of Directors calls for further physical meetings or telephone conferences at regular intervals. 2. Board members are expected to cover their own travel and accommodation costs for attending a Board meeting. 3. Non-members of the USRSB may take part in Board of Director meetings on invitation of the USRSB Chair. Each Board member may suggest experts to be invited to the meeting to discuss specific subjects. V. ADMINISTRATOR Article 19. Administrator 1. The Administrator serves at the pleasure of the Board of Directors and is hired by the Chair and in consultation with the Board of Directors. 2. The Administrator is responsible for the day-to-day operations of the USRSB and other tasks delegated to it by the Chair. This includes but is not limited to: a. drafting, measuring, monitoring and managing the budget and all financial matters; b. supporting the General Assembly, Board of Directors, Committees and Working Groups; c. managing internal and external communications and fundraising activities; d. coordinating with institutions and organizations; e. supporting and or managing projects with other organizations and donor agencies serving USRSB stakeholders and any interested party. f. and any other responsibilities delegated to it by the Chair. VI. COMMITTEES AND WORKING GROUPS Article 20. Committees 1. The Chair in consultation with the Board of Directors may create committees to perform activities enabling the Board of Directors to perform its duties in an efficient and effective manner. 2. Committees are comprised of active members. Article 21. Working Groups 10

1. The Chair in consultation with the Board of Directors may create working groups to perform activities enabling the Board of Directors to perform its duties in an efficient and effective manner. 2. Working Groups are required to have an approved Scope of Work. 3. Working Groups are led by a Chairperson selected by Board of Directors. All members of the General Assembly are eligible to be selected to participate in a Working Group. 4. The Chair of the Working Group is responsible for soliciting participation of nonmembers and others experts outside of USRSB as deemed necessary and approved by the Board of Directors. 5. The administrator supports the Working Groups activities as needed. VII. MEDIATION OF COMPLAINTS AND GRIEVANCES Article 22. Mediation 1. The Board of Directors is responsible for mediating all complaints and grievances within the USRSB. By virtue of their membership all members of the USRSB accept the authority of the Board of Directors. 2. All members are encouraged to seek amicable settlement in any dispute. Failing such an amicable settlement the Board of Directors will be the accepted authority to deal with disputes and grievances. 3. The Board of Directors will not mediate in any other dispute outside the scope of the USRSB Policy and Procedures. 4. The Administrator is the contact person who receives all complaints and takes the complaint to the Chair who decides whether a complaint falls within the purview of the Board of Directors, if so, the Board of Directors will work toward an amicable settlement between the parties concerned. 11

VIII. APPENDIX A: INVESTMENT SCHEDULE Producer Individuals, organizations and associations who are actively engaged in the ownership and management of cattle used to produce beef Individual: $500.00 Association: <$2 mil. revenue - $1,000 $2 mil. to $10 mil. revenue - $2,500 >$10 mil. revenue - $5,000 Allied Industry Organizations and associations who supply the beef value chain with goods and services <$25 mil. revenue - $5,000.00 $25 mil. to $100 mil. revenue - $10,000.00 >$100 mil. revenue - $15,000.00 Association: <$2 mil. revenue - $1,000 $2 mil. to $10 mil. revenue - $2,500 >$10 mil. revenue - $5,000 Processors Organizations and associations who process cattle into salable product <$25 mil. revenue - $5,000.00 $25 mil. to $100 mil. revenue - $10,000.00 >$100 mil. revenue - $15,000.00 Association: <$2 mil. revenue - $1,000 $2 mil. to $10 mil. revenue - $2,500 >$10 mil. revenue - $5,000 Retail Organizations and associations who bring beef and beef-related products to consumers <$25 mil. revenue - $5,000.00 $25 mil. to $100 mil. revenue - $10,000.00 >$100 mil. revenue - $15,000.00 Association: <$2 mil. revenue - $1,000 $2 mil. to $10 mil. revenue - $2,500 >$10 mil. revenue - $5,000 Civil Society Academic institutions, non government and non commercial institutions, foundations, alliances, and associations with a stake in the beef value chain <$25 mil. revenue - $1,000.00 $25 mil. to $100 mil. revenue - $2,500.00 >$100 mil. revenue - $5,000.00 12