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National Saanen Breeders Association Constitution and By-Laws

 


Constitution


Preamble

With the object in view of developing and promoting the Saanen breed and of cooperating in every way with all other organizations promoting dairy goats in general, we, the members of the National Saanen Breeders Association, do hereby adopt this Constitution as the fundamental law of the National Saanen Breeders Association.


Article I. Name

Section 1. The name of this organization shall be the National Saanen Breeders Association, which is a non-profit organization.


Article II. Purpose

Section 1. The purpose of this Association shall be the development and promotion of the Saanen Dairy Goat; the encouragement of closer fellowship among members through meetings, correspondence, circulation of useful information, news and ideas; and the cooperation with other organizations in the development and promotion of the dairy goat in general.


Article III. Location and Territory

Section 1. The home office of the Association shall be the address of the Secretary, or as otherwise designated by the Board of Directors.

Section 2. Territory of operation shall be the United States and its possessions and also the Dominion of Canada, Mexico, and the Islands of the Atlantic Ocean; plus such other areas as shall request services.


Article IV. Membership

Section 1. Any reputable individual, firm, association, partnership or corporation interested in the breeding, sale, or promotion of the Saanen Dairy Goat is eligible for membership in the Association upon making application and agreeing that if accepted in such membership, such member will abide by and be bound by the Constitution and the rules and regulations of this Association now in force and which may hereafter be adopted by the members and directors of this Association.

Section 2. The Annual Meeting of the Members shall be held at such time and place as may be designated by the Board of Directors or the President. At each Annual Meeting of the Members, the officers of the Association shall give a general report of the business of the preceding year and all actions taken by the Board of Directors during that time and of the current financial conditions of the Association.

Section 3. Special Meetings of the Members may be called by the Board of Directors as necessary to conduct the affairs of this Association if written notice is mailed to all members at least fifteen (15) days prior to such meetings. The business transacted shall be limited to that stated in the notice.

Section 4. No Officer, Director, or Member shall sign any notes or other evidence of indebtedness in the name of the Association, unless specifically authorized to do so by action of the Board of Directors.


Article V. Board of Directors

Section 1. The Board of Directors shall have the power and authority to make, amend, repeal and enforce rules and regulations not contrary to law or this Constitution as they may deem expedient concerning the conduct, management, and activities of the Association, all, however, subject to revisions or amendments by the members under the procedure as follows:

  1. Upon petition to the Secretary, by no less than twenty-five (25) members, the proposal to revise or amend action of the Board of Directors shall be submitted to the members by mail by the Secretary within forty-five (45) days after the above qualifications for referendum has been mailed to the members.

  2. The voting shall be closed thirty (30) days after the referendum has been mailed to the members.

  3. Within thirty (30) days following the vote, the Board of Directors shall provide for the tabulation of the vote and declare the results. The referendum shall become effective when a favorable vote has been declared.

Section 2. The term, Director, as used in this Constitution or the By-Laws made pursuant to this Constitution, shall be a person who has been elected by the membership to oversee the affairs of this Association.

Section 3. The Board of Directors shall consist of the eligible number of Directors elected by the membership of this Association.

Section 4. The number of Directors shall not exceed eight (8); one from each directorial district of the American Dairy Goat Association.

Section 5. Directors shall be elected for two (2) year terms and elections will be held in even numbered years.

Section 6. A Director must hold a membership in the Association and be a natural person at least twenty-one (21) years of age.

Section 7. All voting by Directors shall be by record vote so that it can be determined how each Director voted.

Section 8. The President shall be the Chairman of the Board of Directors and have a vote in case of a tie.


Article VI. Officers

Section 1. The Officers shall supervise the business of the Association as ordered by the Board of Directors in accordance with the Constitution and By-Laws. The Officers of the Association shall be the President, the Vice-President, the Secretary, the Treasurer, and such other Officers as may be authorized from time to time by the Board of Directors.

Section 2. Officers shall hold office for a period of two (2) years or until their successors are elected.

Section 3. Officers shall be elected on even numbered years with nominations from a Nominating Committee appointed at least four (4) months before the date of the Annual Meeting by the President. This Committee shall propose at least two (2) candidates for each open office, giving due regard for geographical distribution of representation. This Committee shall also make necessary investigations to assure the proposed candidates will accept the office if elected. Space shall be provided on the ballot for write-in candidates.

Section 4. An Officer must hold a membership in the Association and be a natural person at least twenty-one (21) years of age.

Section 5. The Secretary shall prepare the ballot for mailing to the membership at least eight (8) weeks prior to the Annual Meeting. The ballot may be mailed/e-mailed in conjunction with an issue of the newsletter of this Association.

Section 6. Ballots may be tabulated via electronic voting or ballots may be mailed to the elections chair for tabulation by the Elections Committee appointed by the outgoing President to tally the votes.

Section 7. Duties of the new officers shall be assumed following the completion of Old Business at the Annual Meeting.


Article VII. Committees

Section 1. The President shall create those Standing and Special Committees necessary for the orderly operation and progress of this Association.


Article VIII. Audit

Section 1. The accounts of this Association, previous to each Annual Meeting, shall be audited by an Auditing Committee appointed by the President. Such audit shall include an inventory of all property belonging to the Association, and such audit and inventory shall be printed in an issue of the newsletter of this Association.


Article IX. Amendments

Section 1. Methods. This Constitution may be amended by two-thirds (2/3) majority of the members voting. All amendments shall be submitted to the members by mail and voting shall close thirty (30) days after said mailing. Four (4) Directors or twenty-five (25) members may propose an amendment. When an amendment has been proposed, it shall be submitted to the Standing Committee on Constitution and By-Laws Committee for examination and approval as to form and legality. If this Constitution and By-Laws Committee does not submit its approval, within sixty (60) days after submission, the proposed amendment shall be deemed approved as to form and legality. If disapproved, the specific reasons for such shall be given in writing at the time of notification to the Secretary who shall make them available to the petitioning parties. The ballots will be tabulated by the Constitution and Bylaws Committee and forwarded to the Secretary for verification and to be retained.


Article X. Procedures

Section 1. The issue in all voting shall be determined by majority of the votes cast, unless specifically provided otherwise.

Section 2. On all questions of parliamentary procedure, Roberts Rules of Order shall govern, unless the Board of Directors shall provide otherwise.


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By-Laws


Preamble

With the object in view of providing regulations favorable for the implementation of and pursuant to the Constitution for the National Saanen Breeders Association, we, the Board of Directors, do hereby adopt these By-Laws.


Article I. Membership

Section 1. Application for membership shall be addressed to the Secretary and shall be accompanied with payment of the annual dues. Application shall be made in writing in the form and manner prescribed by the Association.

Section 2. Annual dues shall be determined by the Board of Directors and shall be printed and made available in advertisements of the Association. The membership year shall be from January 1st through December 31st. Dues of members unpaid on April 1st and due since January 1st shall be considered in arrears and membership shall lapse. Whenever a new applicant for membership pays his dues prior to September 1st of the year in which he makes application, he shall be credited with payment of up to and including the last day of December of the year in which he makes application. Whenever a new applicant pays his dues after September 1st of the year in which he makes application for membership, he shall be credited with payment of dues for the following year.

Section 3. In the event that the Board of Directors does not, on or before March 1st of any year, designate a place for the Annual Meeting of the Members to be held, the President shall designate a place within sixty (60) days.

Section 4. The Secretary shall send to each member a notice of the place, day, and hour of each Annual Meeting. Such notice shall be mailed or delivered to the members in the event of a Regular Meeting in an issue of the newsletter of this Association, and, in the event of a Special Meeting, fifteen (15) days before the time at which the meeting is to be held; and if notice is mailed to the last known place of business or residence of any member, such mailing shall constitute proper notice under this section.

Section 5. At any Meeting of the Members, twenty-five (25) members or 20% of the current membership must be present in person in order to constitute a quorum for the transaction of business. In the absence of a quorum, at least four members may conduct an informational meeting of the membership for the purpose of receiving reports and the discussion of old and new business. Motions made at any informational meeting in the absence of a quorum are non-binding and are referred to the Board of Directors for further action. The Board of Directors, at its discretion, may defer action on motions until the next meeting with quorum, refer motions to an appropriate committee for disposition, or conduct a vote to determine consensus of the membership. If four members are not present at any meeting, although less than a quorum those present may adjourn the meeting to some other day or hour.


Article II. Board of Directors

Section 1. The Board of Directors shall consist of the eligible number of Directors as set forth by the Constitution.

Section 2. The Directors shall assume office immediately upon notice of election, which in no case, shall be more than fifteen (15) days after the tabulation of the ballots has been completed.


Article III. Elections

Section 1. The total voting results shall be made available in an issue of the newsletter of the Association.


Article IV. Officers

Section 1. The Officers shall be elected via one or a combination of the following methods: postal ballot or electronic online voting.

Section 2. The Officers shall assume their duties immediately upon election.

Section 3. President

  1. The President, as Chief Executive Officer of the Association, shall maintain general supervision of the affairs of the Association, subject to the Constitution and By-Laws of the Association, and subject, further, to the right of the Directors to delegate any specific powers to any other Officer or Officers of the Association, except as may be by statute exclusively conferred on the President The President shall preside at all Meetings of the Members and shall report to the members and make suggestions that the President may deem advisable.

  2. The President may vote in the event of a tie, said vote being in addition to the regular vote as a member.

  3. The President, upon receiving a request from a Director to submit to the Board of Directors a proposition, will detail the subject matter, mailing or e-mailing a copy to each member of the Board of Directors, who will cast his vote for or against the subject being considered; each Director will return his vote within two (2) days. The President, within two (2) days following, will inform each Director of the results, giving the total votes cast for, as well as against, the proposition. After giving the Directors advice as to the result of the voting, the President shall declare the result and forward all papers to the Secretary who shall make proper notes in the records. Votes mailed after the two (2) days time limit has expired are void and of no effect.

  4. The President may present propositions pertaining to administrative policy to the Board of Directors, or to the members, by mail, e-mail or through the newsletter of this Association.

Section 4. Vice-President

  1. The Vice-President shall, in the absence, inability, or failure of the President to act, or perform the duties required of the President.

Section 5. Secretary

  1. The Secretary shall be the corresponding and recording office of the Association; the Secretary shall sign and issue all certificates of membership; shall keep a record of all such certificates issued; and shall perform such other duties as are incident to the office. The Secretary shall issue all notices of meetings and execute all orders of the Board of Directors concerning matters pertaining to the office.

  2. The third week in January, the Secretary shall send a notification to each member who has not paid his annual dues that dues were payable on January 1st and that if dues are unpaid on April 1st, the member shall be considered in arrears and shall be accorded thereafter none of the privileges of membership, until dues are paid in full.

Section 6. Treasurer

  1. The Treasurer shall collect all dues and other monies due to the Association, and shall pay the bills, reporting the same in detail at each Regular Meeting of the Members. The Treasurer shall keep the books of accounts and shall prepare a report for the Annual Meeting of the Members showing receipts and disbursements, with a statement of the financing condition of the Association.


Article V. Standing Committees

Section 1. The President shall create those Standing Committees as called for by the Constitution or as are necessary for the orderly operation and progress of the National Saanen Breeders Association.


Article VI. Special Committees


Article VII. Rates


Article VIII. Miscellaneous


Article IX. Grandfather Clause


Section 1. All rules and regulations now in effect, and not changed by, or in conflict with, the Constitution of these By-Laws shall remain in effect until changed by the Board of Directors.


(March 31, 2014)


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