

XVIII By-laws of The IBGA
ARTICLE I: CORPORATE OFFICES
Section 1. Principal Office The principal office of the Corporation shall be in the Spicewood, Texas, area. The Corporation shall have such other offices at such other places as the Executive Committee may determine.
Section 2. Registered Office The Corporation shall have and continually maintain in the State of Texas a Registered Office and a Registered Agent as required by the Texas Non-Profit Corporation Act. The Registered Agent and Office may be changed from time to time by the Executive Committee.
ARTICLE II: PURPOSE
Section 1. General The Corporation is organized and shall be operated exclusively for the betterment of conditions and improvements of the grade of Boer goats, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(5) of the Internal Revenue Code of 1986, as amended, or by the corresponding provisions of any subsequent federal tax laws (Code). In fulfilling its exempt purposes, the Corporation shall have the power to receive or acquire property of every description and to hold, manage, invest, and distribute same for the exempt purposes for which the Corporation is organized and shall be operated. The Corporation may exercise all powers as are authorized by the Texas Non-Profit Corporation Act, provided such powers are consistent with the Corporations exempt purposes and further provided that they are not prohibited for an organization which is exempt from Federal income taxation as such organization is described in Section 50l(c)(5) of the Code.
Section 2. Non-Profit
Corporation The Corporation shall be a non-profit corporation and shall be
organized and operated exclusively for the non-profit purposes described immediately
above. No part of the net earnings of the Corporation shall inure to the benefit
of any private individual, including any Trustee, officer, employee, member,
founder, sponsor, director, or advisor,
or any other private individual. The Corporation shall never declare or make
to any of such persons any dividend or other distribution; provided, nevertheless,
that the Corporation may pay reasonable compensation to such individuals for
services actually rendered to the Corporation, and may make payments and distributions
in furtherance of the purposes set forth herein.
Section 3. Non-Discrimination It shall be the policy of the Corporation to comply with all state and federal laws, rules, and regulations prohibiting discrimination against any person with regard to employment because of race, religion, sex, physical handicap, national origin, age, marital status, or pregnancy. This non-discrimination provision relates to all conditions of employment or client service.
Section 4. Specific Purposes The purposes for which the Corporation is organized are to promote and improve the Boer goat breed internationally in all appropriate ways, including but not exclusively through pedigree tracking and maintenance by registration, and to advance the Boer goat industry internationally in all appropriate ways, including but not exclusively through education, promotion, and marketing.
ARTICLE III: MEMBERS
Section 1. Membership
The Corporation shall have four classes of members, which shall include Lifetime,
Ranch, Individual, and Endowment. Members of each class shall be entitled
to vote only as provided in Article III, Section 4 of these By-laws (Regional
Coordinator), Article V, Section 6 of these By-laws (Special Elections
Meeting), and Article 9 of the Articles of Incorporation. Members will
be eligible for membership benefits and services after such Member meets established
criteria and qualifications required by the Executive Committee and these
By-laws. All members shall be granted eligibility and be qualified by the
Executive Committee or a type A Committee
established for the purpose of Member screening and approval. Benefits of
membership, qualifications and enrollment fees shall be determined by the
Executive Committee and evaluated at least annually. Definitions of
the four types of members follow:
A. Lifetime Members. Individuals or Entities who meet established criteria and qualifications required by the Executive Committee and these By-laws shall become Lifetime Members. Lifetime Members are entitled to one (1) vote on all matters where a vote from the members or members from their region is required.
B. Ranch Members. Individuals or Entities (more than one person who apply for membership as a group, including business partnerships, and families) who meet established criteria and qualifications required by the Executive Committee and these By-laws shall become Ranch Members. Ranch members are entitled to one (1) vote on all matters where a vote from the members or members from their region is required.
C. Individual Members. Individuals who meet established criteria and qualifications required by the Executive Committee and these By-laws shall become Individual Members. Individual Members are entitled to one (1) vote on all matters where a vote from the members or members from their region is required.
D. Endowment Members. Individuals or Entities who meet established criteria and qualifications required by the Executive Committee and these By-laws shall become Endowment Members. Endowment Members are entitled to one (1) vote on all matters where a vote from the members or members from their region is required.
Section 2. Membership Procedures. Election to membership in the Corporation shall be as follows:
A. A completed membership
application form accompanied by full enrollment fee payment.
B. The application
will be processed in the manner and following such procedures as established
and reviewed annually by the Executive Committee. Any questions as to the
qualifications of an applicant will be addressed at the next meeting of the
Executive Committee.
C. Membership in the Corporation shall not be granted nor allowed when the
Executive Committee believes reasonably that the applicant represents a threat
to the continuing well being and/or prosperity of the Corporation based on
previous and/or current activities which in the opinion of any prudent person
is deemed harmful to the Corporation.
Section 3. Removal Any Member of the Corporation may be removed at any meeting
of the Executive Committee only by a two-thirds (2/3) vote of all Members
of the Executive Committee then qualified and serving. A removal may be with
or without cause. Anything to the contrary in these By-laws notwithstanding,
prior to removal a member of the Corporation shall have received a copy of
any charges against him, delivered to him personally or by mail at his address
appearing on the records of the Corporation, and mailed or personally delivered
to him at least ten (10)
days prior to the meeting at which any vote upon a proposed removal of such
Member of the Corporation is to be taken. Furthermore, such Member of the
Corporation, prior to his removal, shall have the opportunity to be heard
on such charges at a meeting of the Executive Committee of the Corporation
called for the purpose of considering his removal.
Section 4. Enrollment fees The amount of enrollment fees for each class of membership shall be established annually by the Executive Committee. The membership year shall begin upon acceptance into the membership, and continue for one (1) calendar year from that date. Ranch and Individual Members shall be required to re-enroll prior to or on the last day of their active membership year. Ranch or individual members who fail to re-enroll as required shall be deemed inactive and shall have their voting and membership privileges suspended until such time as payment of the re-enrollment is received by the Corporation.
Section 5. Regional
Coordinators Members shall be divided into regional sectors by the Executive
Committee. Members shall elect one Regional Coordinator in the manner prescribed
by the Executive Committee. Each member shall have one (1) vote, and the Regional
Coordinator shall be elected by fifty-one percent (51%) of the Members
in its respective region. Regional Coordinators shall bring suggestions and
concerns of the members of their respective regional sectors to the attention
of the Executive Committee, and shall act as liaison between the
Executive Committee and the members of its region. Regional Coordinator are
not Members of the Executive Committee, and suggestions brought to the Executive
Committee shall be only advisory in nature and non-binding upon other regions,
the Executive Committee or the Corporation.
Section 6. Meetings The
Annual Meeting of the Members shall be held as such place and at such time
as may be specified by resolution of the Executive Committee and designated
in the notice of the meeting. Special meetings of the Members may be called
at any time by the Executive Committee or by written request to the Executive
Committee from twenty-five percent (25%) of all Members. Special regional
meetings of the Members may be called at any time by the Executive Committee
or by written request to the Executive Committee from fifteen
percent (15%) of the Members of the respective region. Each special meeting
shall be held at such time and place as may be specified by resolution of
the Executive Committee and designated in the notice of the meeting. Notice
of the meetings, except as otherwise provided by stature,
Written or printed notice stating the place, day and hour of the meeting, and in the case of a special meeting, stating the purpose or purposes for (21) nor more than sixty (60) days before the date of the meeting, either personally of by mail, by or at the direction of the Executive Secretary, to each Member. Notices of any meeting may be waived by a writing filed by the Member.
ARTICLE IV: PROHIBITED ACTIVITIES
Section 1. General The Corporation shall neither have nor exercise any power, not shall it engage directly or indirectly in any activity that would invalidate its status as a corporation which is exempt from Federal income taxation as an organization described in Section 501(c)(5) of the Code, or as a Corporation, contributions to which are deductible under Section 509(a)(1), 170(b)(A)(vi), and 170(c)(2); or 2055(a)(2) or 2522(a)(2) of the Code.
Section 2. Political Activities No substantial part of the activities of the Corporation shall be carrying on propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
Section 3. Self-Dealing If the Corporation is a private foundation as defined in Section 509 of the Code, then during the period of time while the Corporation is such a private foundation, the Corporation shall not engage in any act of self-dealing as defined in Section 494(d) of the Code.
Section 4. Annual Income Distributions If the Corporation is a private foundation as defined in Section 509 of the Code, then during the period of time while the Corporation is such a private foundation, the Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code.
Section 5. Jeopardy
Investments If the Corporation is a private foundation as defined in Section
509 of the Code, then during the period of time while the Corporation is such
a private foundation. the Corporation shall not make any investments
in such manner as to subject the Corporation to tax or which would jeopardize
the Corporations
exempt purpose under Section 4944 of the Code.
Section 6. Business Holdings If the Corporation is private foundation as defined in Section 509 of the Code, then during the period of time while the Corporation is such private foundation, the Corporation shall not retain any excess business holdings as defined in Section 4945(d) of the Code.
Section 7. Taxable Expenditures If the Corporation is a private foundation as defined in Section 509 of the Code, then during the period of time while the Corporation is such a private foundation, the Corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Code.
Section 8. Prohibited Acts. As long as the Corporation exists, and except with the Executive Committees prior approval, no member, director, officer, or committee member of the Corporation may:
A. Do any act in violation
of these by-laws or a binding obligation of the Corporation.
B. Do any act with the intention of harming the Corporation or any of its
operations.
C. Do any act that would make it impossible or unnecessarily difficult to
carry on the Corporations intended or ordinary business.
D. Receive an improper personal benefit from the operation of the Corporation.
E. Use the Corporations assets, directly or indirectly, for any purpose
other than carrying on the Corporations business.
F. Wrongfully transfer
or dispose of Corporation property, including intangible property such as
good will.
G. Use the Corporations name (or any substantially similar name) or
any trademark or trade name adopted by the Corporation, except on behalf of
the Corporation in the ordinary course of its business.
ARTICLE V: EXECUTIVE COMMITTEE
Section 1. General The affairs of the Corporation shall be managed by its Board of Directors which is known as the Executive Committee in these By-laws.
Section 2. Appointment The Corporations initial Members of the Executive Committee have been appointed in the Corporations Articles of Incorporation. After the adoption of these By-laws, all Members of the Executive Committee shall be appointed by the Executive Committee in accordance with a method of nomination and election to be determined by the Executive Committee.
Section 3. Number and Tenure Members of the Executive Committee named in the Articles of Incorporation shall hold office until their successors are elected and qualified, irrespective of whether the election and qualification of such successors occurs at any regular or special meeting of the Executive Committee. At any time or from time to time there shall be no fewer than three (3) members of the Executive Committee, nor more than nine (9) Members of the Executive Committee.
Section 4. Annual Meetings A regular annual meeting of the Executive Committee shall be held, without other notice than this By-law provision, at any time during a month to be selected by the Executive Committee, at a place and time to be designated by the Executive Committee.
Section 5. Special Meetings Special meetings of the Executive Committee may be called by or at the request of the Chairman who may designate any time and place as the time and place for holding any special meeting of the Executive Committee called by said Chairman. Special meeting may also be called by two-thirds (2/3) of the then serving Members of the Executive Committee, such meeting to be held at a time and place designated by such two-thirds (2/3) Members of the Executive Committee.
Section 6. Special Election
Meeting Special elections meetings shall be called should the number of Members
of the Executive Committee decrease to less than three (3). Special elections
meetings shall include all Members of the Corporation. Each member shall have
one (1) vote. Members of the Corporation shall elect the necessary number
of Members in order to restore the number of Members of the Executive Committee
to three (3). Candidates for the available vacancies in the Executive Committee
must be members of the Corporation in good standing. Each
new Member of the Executive Committee shall be elected by fifty-one percent
(51%) of the voting Members of the Corporation. Any additional procedures
shall be determined by the Executive Committee. Notice of special elections
meetings shall be similar to that of special meetings as provided in Article
III, Section 6 (Meetings).
Section 7. Notice. Notice of any special meeting of the Executive Committee shall be given at least three (3) days previously thereto by written notice, delivered personally or sent by certified mail and/or fax to each member of the Executive Committee at his address as shown in the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail for certified delivery in a sealed envelope so addressed, with postage prepaid.
If notice is given by fax, such notice shall be deemed to be delivered when the fax is successfully delivered to the member. Any member of the Executive Committee may waive notice of any meeting. The attendance of a Member of the Executive Committee at any meeting shall constitute a waiver of notice of such meeting. Neither the business to be transacted nor the purpose of any regular or special meeting of the Executive Committee need be specified in the notice or waiver of notice of such meeting unless specifically required by law.
Section 8. Quorum Members constituting a majority of the Executive Committee shall constitute a quorum for the transaction of business at any meeting of the Executive Committee, but if less than such quorum shall be present at any meeting a majority of the members of the Executive Committee present may adjourn the meeting from time to time without further notice. The Members of the Executive Committee present by proxy may not be counted toward a quorum.
Section 9. Majority Act Each Member of the Executive Committee shall be entitled to one (1) vote. The act of a majority of the Members of the Executive Committee present in person or by proxy at a meeting in which a quorum is present shall be the act of the Executive Committee, unless the act of a greater number is required by law or by these By-laws.
Section 10. Vacancies Any vacancy occurring in the Executive Committee and any directorship to be filled by reason or an increase in the number of Members of the Executive Committee shall be filled by majority vote of the Executive Committee at an annual or special meeting of the Executive Committee. A person appointed to fill any such vacancy shall serve for the unexpired term of his predecessor in office.
Section 11. Action Without
meeting: Telephone Meetings Nothing in these By-laws shall limit or restrict
the authority of the Members of the Executive Committee to hold a meeting
by any means permitted by law (including by way of illustration a meeting
by telephone conference call and/or fax). Any action required or permitted
by law to be taken at a meeting of the members of the Executive Committee
may be taken without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all of the members of the Executive Committee.
Members of the Executive Committee or members of any committee designated
by such Executive Committee may participate and hold meetings of such Executive
Committee or committee by means of conference telephone or other similar communications
equipment, by means of which all persons participating in such meeting can
hear each
other, or can read or otherwise know in entirety the statements made by all
participants in such meeting. Participation in such meeting pursuant to this
Section shall constitute presence in person at such meeting.
Section 12. Chairman The Chairman shall be named by the Executive Committee, shall preside at Executive Committee meetings, and shall perform such other duties as are provided by law or these By-laws.
Section 13. Removal Any
Member of the Executive Committee, except the Chairman, may be removed at
any meeting but only by a two-thirds (2/3) vote of all other members of the
Executive Committee then qualified
and serving. The Chairman may be removed at any meeting, but only by three-fourths
(3/4) vote of all other Members of the Executive Committee then qualified
and serving.
A removal may be with or without cause. Anything to the contrary in these
By-laws notwithstanding, prior to removal a member of the Executive Committee
shall have received a copy of any charges against him, delivered to him personally
or by mail at his address appearing on the records of the Corporation, and
mailed or personally delivered to him at least ten (10) days prior to the
meeting at which any vote upon a proposed removal of such Member of the Executive
Committee is to be taken. Furthermore, such Member of the Executive Committee,
prior to his removal, shall have the opportunity to be heard on such charges
at a meeting of the Executive Committee of the Corporation called for the
purpose of considering his removal.
Section 14. Consecutive Terms A Member of the Executive Committee shall be eligible for re-election and may be elected to consecutive terms.
Section 15. No Compensation
No Member of the Executive Committee shall receive compensation for service
to the Corporation in such capacity. However, by resolution of the Executive
Committee, members of the Executive Committee may be reimbursed expenses incurred
in connection with their attendance at regular or special meetings
of the Executive Committee. Nothing contained herein shall be construed to
preclude any Member of the Executive Committee from serving the Corporation
in any other capacity or receiving compensation therefore.
Section 16. Attendance
No Member of the Executive Committee shall be absent without excuse for three
(3) consecutive Executive Committee regular meetings. A Member of the Executive
Committee so absent will
be deemed to have resigned from the Executive Committee as of the next regular
meeting of the Executive Committee.
Section 17. Emergencies
During an emergency period following a major catastrophe resulting in the
loss by death, incapacity, or otherwise, or the isolation of members of the
Corporations Executive Committee or of the
Corporations officers, a majority of the members of the Executive Committee
(who have not been rendered incapable of action by death, physical or mental
incapacity, or isolation) shall constitute a quorum and have power, by majority
vote, to fill vacancies on the Executive Committee an among the elected appointed
officers of the Corporation, except as otherwise provided in Article V, Section
6, and to carry on other corporate business. During such emergency period,
reasonable attempts shall be made to give notice to Members of the Executive
Committee, but actions taken at a meeting held during such period shall not
be rendered invalid because of failure to give notice as otherwise required.
ARTICLE VI: OFFICERS
Section 1. Officers
The officers of the Corporation shall consist of a Chief Executive Officer
(CEO), one Executive Director, an Executive Secretary, and an Executive Registrar
The Executive Committee may elect or appoint such other officers, including
one or more Assistant Secretaries and/or Assistant Registrars, as it shall
deem desirable; such officers to have the authority to perform the duties
prescribed for them by the Executive Committee from time to time. Any two
or more offices may be held by the same person (except the offices of CEO
and Executive
Secretary which may not be held by the same person).
Section 2. Election
and Term of Office The officers of the Corporation shall be elected annually
by the Executive Committee at its regular annual meeting. If the election
of officers shall not be held at such meeting, such election shall be held
as soon thereafter as is convenient. New offices may be created and filled
at any meeting of the Executive
Committee. Each officer shall hold office until his successor shall have been
duly elected and shall have qualified. Officers shall be eligible for re-election
and may be elected to consecutive terms.
Section 3. Removal Any officer elected or appointed by the Executive Committee may be removed at any time, with or without cause, by the Executive Committee.
Section 4. Vacancies A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Executive Committee for the unexpired portion of the term.
Section 5. Chief Executive
Officer The CEO shall be executive officer of the Corporation and shall, in
general, supervise and control all of its business affairs. The CEO may sign
(attested by the Executive Secretary
when required), as the act of the Corporation, any deeds, mortgagees, bonds,
contracts, or other instruments and, in general, shall perform all duties
incident to the office of the CEO and such other duties as may be prescribed
by the Executive Committee from time to time.
Section 6. Executive Director In the absence of the CEO or in the event of his inability or refusal to act, the Executive Director shall perform the duties of the CEO and, when so acting, shall have all the powers of and be subject to all the restrictions upon the office of the CEO. The Executive Director shall perform such other duties as, from time to time, may be assigned to him by the CEO or by the Executive Committee.
Section 7. Executive
Registrar The Executive Registrar shall have charge and custody of and be
responsible for all funds and securities of the Corporation; receive and give
receipts for moneys due and payable to the Corporation from any source whatsoever,
and deposit all such moneys in the name of the Corporation in such banks,
trust companies, or other depositories as shall be selected in accordance
with the provisions of these By-laws; and, in general, perform all duties
incident to the office of the Executive Registrar and such other duties as,
from time to time, may be assigned to him by the CEO or by the Executive Committee.
The Executive Registrar shall not permit any payment to be made which are
inconsistent with the Corporations purposes or which are prohibited
for a
corporation exempt from taxation pursuant to Section 501(c)(3) of the Code.
Section 8. Executive
Secretary The Executive Secretary shall keep the minutes of the meetings of
the Executive Committee in one or more books provided for that purpose, see
that all notices are duly given in accordance
with the provisions of these By-laws or as required by law; be custodian of
the corporate records and seal of the Corporation; keep a register of the
post office address of each Member of the Executive Committee, and, in
general, perform all duties incident to the office of the Executive Secretary
and such other duties as, from time to time, may be assigned to the Executive
Secretary by the CEO or by the Executive Committee.
Section 9. Assistant
Registrar: Assistant Secretaries The Executive Committee may, in its discretion,
appoint Assistant Registrars and Assistant Secretaries. The Assistant Registrars
and Assistant Secretaries
shall, in general, perform such duties as shall be assigned to them by the
CEO or by the Executive Committee, and shall assist the Executive Registrar
and Executive Secretary.
ARTICLE VII: COMMITTEES
Section 1. General
A. Committees having
and exercising the authority of the
Executive Committee in the management of the Corporation may
be created by a resolution adopted by a majority of the Members of
the Executive Committee then in office. Each such committee shall
consist of two (2) or more persons, a majority of whom are
Members of the Executive Committee; the remainder need not be
members of the Executive Committee. The designation of such
committees and the delegation thereto of authority shall not
operate to relieve the Executive Committee, of any individual
Member of the Executive Committee, of any responsibility
imposed upon it or him by law. Any non-Member of the
Executive Committee who
becomes a member of any such
committee shall have the same responsibility with respect to such
committee as a Member of the Executive Committee who is a
member thereof. The Executive Committee shall appoint the
members of all such committees by vote of a majority of the
Members of the Executive Committee then in office. Any member
of such committee may be removed by the vote of a majority of the
members of the Executive Committee then in office whenever, in
their judgment, the best interest of the Corporation shall be served
by such removal.
B. Committees not having
and exercising the authority of the
Executive Committee in the management of the Corporation may
be created by a resolution adopted by a majority of the Members of
the Executive Committee present at a meeting at which a quorum
is present. The CEO of the Corporation shall appoint the members
of all committees. Any member of any committee may be
removed by the CEO whenever, in his judgment, the best interests
of the Corporation shall be served by such removal. A member of
any such committee need not be an officer of the Corporation or a
member of its Executive Committee. (An example of this type of
committee authorized by this Section could be a committee, part
or all of which consists of Advisory Members of the Executive
Committee. Such a committee might give the Corporation
advice, insight or the benefits from its members experience,
expertise, or skill; but such committee shall not have any authority
or power to legally bind or affect the Corporation in any manner.)
C. Committee members
that are members in good standing of the
Corporation shall be allowed to vote as previously stated in Article
III, Section 1, of these By-laws, however, no committee member
shall have any power to legally bind or affect the Corporation in
any manner not provided for in these By-laws.
Section 2. Term of Office
A. Each member of a
committee established under Section 1,A,
above, shall continue as such until removed by a vote of a majority
of the Members of the Executive Committee then in office or until
the committee is abolished by the Executive Committee.
B. Each member of a
committee establish under Section l, B,
above, shall continue as such until the CEO removes such member
or until the committee is abolished by the Executive Committee.
Section 3. Chairman
A. Regarding a committee
established under Section 1, A, above,
one member of each committee shall be appointed Chairman
thereof by a vote of a majority of the Members of the Executive
Committee then in office.
B. Regarding a committee
established under Section 1, B, above,
one member of each committee shall be appointed Chairman
thereof by the CEO.
Section 4. Vacancies
A. Regarding a committee
established under Section 1, A, above,
vacancies in the membership of any committee may be filled by a
vote of the majority of the members of the Executive Committee
then in office.
B. Regarding a committee
established under Section 1, B, above,
vacancies in the membership of any committee may be filled by appointment
by the CEO.
Section 5. Rules
A. Each committee established
under Section 1.A, above, shall
with the approval of the vote of a majority of the Members of the
Executive Committee then in office, may adopt rules for its own
government not inconsistent with these By-laws or with the rules
adopted by the Executive Committee.
B. Each committee established
under Section 1.B, above, with the
approval of the CEO, may adopt rules for its own government not
inconsistent with these By-laws or with the rules adopted by the
Executive Committee.
ARTICLE VIII: CONTRACTS, CHECKS, DEPOSITS, FUNDS, ETC.
Section 1. Contracts
The Executive Committee may authorize any
officer, agent, or agents of the Corporation, in addition to the officers
so
authorized by these By-laws, to enter into any contract or to execute and
deliver any instrument in the name of and on behalf of the Corporation,
and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts,
Etc. All checks, drafts, or other orders for
the payment of money, notes, or other evidence of indebtedness, issued in
the name of the Corporation, shall be signed by such officer or officers,
agent or agents of the Corporation, and in such manner as shall from time
to time be determined by the Executive Committee, such instruments shall
be signed by the Executive Registrar or an Assistant Registrar, and
countersigned by the CEO or the Executive Director of the Corporation.
Section 3. Deposits
All funds of the Corporation shall be deposited
from time to time to the credit of the Corporation in such banks, trust
companies, or other depositories as the Executive Committee shall select.
Section 4. Gifts The
Executive Committee or any officer of the
Corporation may accept on behalf of the Corporation any contribution,
gift, bequest, or devise for the general or special purposes of the
Corporation. The Executive Committee may make gifts and give
charitable contributions that are not prohibited by these By-laws, the
Articles of Incorporation, state law, or any requirements for maintaining
the Corporations federal and state tax status.
Section 5. Funds The
Corporation shall be authorize to raise funds by
admission, solicitations, benefits, lectures, exhibits, sales or exchanges
of
property, or other legitimate methods in furtherance of its purposes. The
Corporation may set a price for any treatise, thesis, book, pamphlet, tape,
or other publication which it may conduct. However, payment of such
charge shall not be conditioned to admission and any person choosing not
to pay such charge will nonetheless be freely admitted to such activity.
Funds shall be expended only in furtherance of the Corporations purpose.
Section 6. Reserves:
Endowment Funds The Executive Committee
may create reserves for such purpose as it shall think beneficial to the
Corporation and may abolish the reserves in the manner created. The
Executive Committee may create an initial and permanent endowment
fund, and may later add to such endowment fund or may create other
permanent or temporary endowment funds in amounts and at times as it
deems feasible. The purpose of such endowment funds or funds is to
assure the future operations of the Corporation.
Section 7. Insurance
It is declared to be the policy of the Corporation
that, to protect itself and its assets, the Corporation procure where
indicated policies of insurance against hazards and risks to which the
Corporation may be exposed.
Section 8. Books and
Records The Corporation shall keep correct and
complete books and records of accounts in accordance with the generally
accepted accounting principals consistently applied, and shall also keep
minutes of the proceedings of the Executive Committee, and shall keep at
the registered or principal office a record giving the names and addresses
of all the Members of the Executive Committee entitled to vote. All books
and records of the Corporation may be inspected by any member of the
Executive Committee, or his agent or attorney, for any proper purpose at
any reasonable time and upon reasonable request.
ARTICLE IX: INDEMNIFICATION
Section 1. General
A. The Corporation shall
indemnify a Member of the Executive
Committee, officer, committee member, employee, or agent of the
Corporation who was, is, or may be named defendant or
respondent to any proceedings as a result of such individuals
actions or omissions within the scope of such individuals
official capacity in the Corporation. For the purpose of this Article
IX, an agent includes one who is or was serving at the request of
the Corporation as a Member of the Executive Committee, officer,
partner, venture, proprietor, trustee, employee, agent, or similar
functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise.
However, the Corporation shall indemnify a person only if such
individual acted in good faith and reasonably believed that the
conduct was in the Corporations best interests. In case of a
criminal proceeding, the person may be indemnified only if such
person had no reasonable cause to believe that the conduct was
unlawful. The Corporation shall not indemnify a person who is
found liable to the Corporation or is found liable to another on the
conclusively considered to have been found liable in relation to
any claim, issue, or matter if the person has been adjudged liable
by a court of competent jurisdiction and all appeals have been
exhausted.
B. The termination of
a proceeding by judgment, order,
settlement, conviction, or on a plea of nolo contendere or its
equivalent does not necessarily preclude indemnification by the
Corporation.
C. The Corporation shall
pay or reimburse expenses incurred by a
Member of the Executive Committee, officer, committee member,
employee, or agent of the Corporation in connection with such
persons appearance as a witness or other participation in a
proceeding involving or affecting the Corporation when such
person is not a named defendant or respondent in the proceedings.
D. In addition to the situations otherwise described in this Section
l, the Corporation may indemnify a Member of the Executive
Committee, officer, committee member, employee, or agent of the
corporation to the extent permitted by law. However, the
Corporation shall not indemnify any person in any situation in
which indemnification is prohibited by the terms of Section 1, A,
above.
E. Before the final
disposition of a proceeding, the Corporation
may pay indemnification expenses as permitted by this Article IX
and authorized by the Corporation. However, the Corporation
shall not pay indemnification expenses to a person before the final
disposition of a proceeding if the person is a named defendant or
respondent in any proceeding brought by the Corporation; or the
person is alleged to have improperly received a personal benefit or
committed other willful or intentional misconduct.
F. If the Corporation
may indemnify a person as permitted by
these By-laws, the person may be indemnified against judgments,
penalties, including excise and similar taxes, fines, settlements,
and reasonable expenses (including attorneys fees) actually
incurred in connection with the proceeding. However, if the
proceeding was brought by or on behalf of the Corporation, the
indemnification is limited to reasonable expenses actually incurred
by the person in connection with the proceeding.
Section 2. Procedures for Payments
A. Before the Corporation
may pay any indemnification expenses
(including attorneys fees), the Corporation shall specifically
determine that indemnification is permissible, authorize
indemnification, and determine that expenses to be reimbursed are
reasonable, except as provided in Section 2,C, below. The
Corporation may make these determinations and decisions by any
one of the following procedures:
(i) Majority vote of
a quorum consisting of Members of
the Executive Committee who, at the time of the vote, are
not named defendants or respondents in the proceeding.
(ii) If such a quorum
cannot be obtained, then by majority
vote of a committee of the Executive Committee,
designated to act in the matter by a majority vote of all
Members of the Executive Committee, consisting solely of
two (2) or more Members of the Executive Committee who
at the time of the vote are not named defendants or
respondents in the proceeding.
(iii) Determination
by special legal counsel selected by the
Executive Committee by vote provided in Section 2, A, (i)
or (ii) above, or if such a quorum cannot be obtained and
such a committee cannot be established, by a majority vote
of all Members of the Executive Committee.
B. The Corporation shall
authorize indemnification and determine
that expenses to be reimbursed are reasonable in the same manner
that it determines whether indemnification is permissible. If the
determination that indemnification is permissible is made by
special legal counsel, authorization of indemnification and
determination of reasonableness of expenses shall be made in the
manner specified in Section 2, A, (iii), above, governing the
selection of special legal counsel. A provision contained in the
Articles of Incorporation, By-laws, or resolution of the Executive
Committee that requires the indemnification permitted by Section
1, above, constitutes authorization of indemnification even though
the provision may not have been adopted or authorized in the same
manner as the determination that indemnification is permissible.
C. The Corporation shall
pay indemnification expenses before
final disposition of proceeding only after the Corporation
determines that the facts then known would not preclude
indemnification and the Corporation receives a written affirmation
and undertaking from the person to be indemnified. The
determination that the facts then known to those making the
determination would not preclude indemnification and
authorization of payment shall be made in the same manner as a
determination that indemnification is permissible under Section 2,
A, above. The persons written affirmation shall state that the
standards of conduct have been met which are necessary for
indemnification of the person under the By-laws. The written
undertaking shall provide for repayment of the amount paid or
reimbursed by the Corporation if it is ultimately determined that
the person has not met the requirements for indemnification. The
undertaking shall be an unlimited general obligation of the person,
but it need not be secured and it may be accepted without
reference to financial ability to make repayment.
ARTICLE X: MISCELLANEOUS
Section 1. Amendments
These By-laws or any provisions hereof may
be repealed or amended, or new additional By-laws may be adopted by
action of the Executive Committee provided that there has been given to
each member of the Executive Committee at least five (5) days in advance
a written notice clearly indicating the nature of the meeting and setting
forth the text of such repeal, amendment , or addition to be considered.
When any repeal, amendment, or addition of or to the By-laws is adopted,
it shall be duly recorded in the By-laws and the date of such amendment
inserted.
Section 2. Changes of
Address Each Member of the Executive
Committee and officer shall immediately notify the Executive Secretary of
any change of address. Failure to do so shall constitute a waiver of any
notice required to be given to such member of the Executive Committee
or officer.
Section 3. Waiver of
Notice Any notice required to be given by the
laws of the United States, the State of Texas or by the Corporations
Articles of Incorporation or its By-laws shall be deemed for all purposes
to
have been given to such person if such person executes in writing a waiver
thereof, whether before or after the time such notice is ordinarily required
to be given.
Section 4. Seal The Corporations
seal shall be in the form as
prescribed by the Executive Committee. The seal may be used by causing
it or a facsimile thereof to be impressed, affixed, reproduced, or
otherwise.
Section 5. Dissolution
It being the purpose of the law and the earnest
desire of the Corporation that the same be permanent in character, it is
hereby declared to be the policy of the Corporation that any motion
voluntarily made or involuntarily arising toward the dissolution of the
Corporation shall be regarded with disfavor and any effort on the part of
any person or group of persons seeking the dissolution of the Corporation
shall be resisted by the Corporation. In the event of a dissolution,
liquidation, or winding up of the Corporation (whether voluntary or
involuntary) the Executive Committee shall, after paying or making
adequate provision for the payment of all liabilities of the Corporation,
distribute all of the net assets of the Corporation exclusively for the
purpose of the Corporation to one or more organizations organized and
operated exclusively for charitable, religious, educational, and scientific
purposes as shall at the time qualify as an organization or organizations
describe in Sections 501(c)(3), 170(b)(1)(2), and 170(c)(2); or 2055(a)(2);
or 2522(a)(2) of the Code.
Section 6. Employees
The CEO, subject to the approval of the
Executive Committee, shall hire any employee that may be needed and
shall fix the terms of such employment.
Section 7. Facsimile
Signatures A telegram, telex, cablegram or
similar transmission, of photographic, photostat, facsimile, or similar
reproduction of a signed writing shall be regarded as an original
signature, unless otherwise required by law.
Section 8. Fiscal Year
The Fiscal year shall be determined by the
Executive Committee
Section 9. Table of Content:
Headings The Table of Contents and
headings used in these By-laws have been inserted for administrative
convenience only and do not constitute the matter to be construed in
interpretation.
Section 10. Number: Gender
Except where the context indicates
otherwise, words in the singular number shall include the plural and vice
versa; and pronouns of any gender shall be deemed to include the
masculine, feminine, or neuter gender.
Section 11. Articles
of Incorporation In any instance where these
By-laws may conflict with the Articles of Incorporation (including any
amendments to such Articles), the Articles of Incorporation (and any
amendments) shall prevail.
ARTICLE XI: AMENDMENTS
Section 1. Junior Membership Effective Oct. 1, 1999, there shall be a
fifth (5th) type of The IBGA Membership known as a Junior Member.
This membership shall carry the right to no (0) votes in all matters of The
IBGA requiring membership voting.
A. Junior Membership - Any individual who is 18 years of age
or younger may apply for Junior Membership. A properly
completed application, signed by the youth and a parent/guardian,
and with appropriate fees must be submitted. Junior Members must
re-enroll each year within thirty (30) days of the anniversary of
their previous enrollment. At the re-enroll time following their
18th birthday, they are no longer eligible for Junior Membership.
This membership carries the right to no (0) votes.
Section 2. Membership Enrollment Dues Effective Oct. 1, 1999 all
types of Membership Enrollment Dues shall become due between Jan. 1st
and Jan. 31st of each year, beginning in the year 2000. Membership
Enrollment Dues paid within the year 1999 and extending into the year
2000, shall be charged on a pro-rated base to extend the Membership
Enrollment until Dec. 31, 2000.
A. Endowment and Lifetime Membership NO CHARGE
B. Ranch Membership pro-rate charge .14 cents per day
C. Individual Membership pro-rate charge .08 cents per day
D. Junior Membership pro-rate charge .04 cents per day
Section 3. Election of Executive Committee Members
The term of Executive Committee Membership shall be four
(4) years with the Members
of the Executive Committee terms to
run as follows:
Kerry Davidson Present to April 15, 2002
Billy Gatwood Present to April 15, 2004
Marsha Gustafson Present to April 15, 2002
Annette Maze Present to April 15, 2004
Buck Pruitt Present to April 15, 2002
Vacancy A April 15, 2000 to April 15, 2004
Vacancy B April 14, 2000 to April 15, 2002
The term year shall run from April 15th to April 15th of the following
year. Elections shall be held in even number years
A. Election Procedures
1. Any member in good standing with The IBGA who
wishes to serve on the Executive Committee shall submit a
written resume of qualifications to the Executive Secretary
between July 1st and Jan.1st prior to the scheduled March
15th election date.
2. By Feb.1st the Executive
Secretary shall send by US
Mail Service a copy of each resume to all of the Regional
Coordinators for their evaluation and vote.
3. The Regional Coordinators shall vote for two (2)
candidates for each vacant or expiring Executive
Committee Membership. This vote shall be returned by
Feb. 15th, to an independent accountant for tabulation.
4. On March 10th, the Executive Secretary shall by US
Mail Service send each The IBGA Member in good
standing (enrollment dues must have been paid by Jan.
31st) and entitled to vote a security stamped ballot with
instructions to vote for one (1) candidate for each vacant or
expiring Executive Committee Membership. Ballots are to
be returned to an independent accountant for tabulation and
must be postmarked by April 1st.
5. Candidate(s) with the highest number of tabulated votes
shall assume the vacant or expiring seat on the Executive
Committee effective on April 15th.
6. Executive Committee Members may serve consecutive
terms of service.
IXX Policy and Procedure
A. Sales of Material on The IBGA Displays
1. Only The IBGA approved
promotional items may be offered for sale
on any display area, table, booth, pen, or other arrangement that is for the
primary purpose of promoting The IBGA and displays The IBGA sign,
banner, logo, and/or official material. All such items must be approved by
vote of The IBGA Executive Committee and/or a Type A Committee.
B. Material Mailed with The IBGA Correspondence
1. This policy and procedure
shall cover all mailings from The IBGA
Executive Committee and Members thereof, CEO, Office, Show
Coordinator, Committees and Members thereof, Coordinator
Administrator, and Coordinators
3. Addresses, flyers,
information sheets, cards, or any other item that list
or promotes a service and/or item not produced and approved by The
IBGA for official use may only be included with The IBGA
Correspondence upon The IBGA approval. Approval must be voted on by
The IBGA Executive Committee and/or a Type A Committee.
XX Committees
The IBGA Executive Committee
and/or CEO shall set all necessary committees
and appoint members to such committees. Any The IBGA member in good
standing may submit a request for consideration for committee service for
any
committee(s) they may wish to serve on. The IBGA Executive Committee shall
set all Type A Committees and shall take all request for service under
consideration and assign members to any vacant position(s) in Type A
Committees where it is felt the member would be of benefit to The IBGA. The
CEO shall set and shall take all request for service under consideration and
assign members to any vacant position(s) in Type B Committees where it is
felt
the member would be of benefit to The IBGA.
A. Official Shows and Judges: Type A Committee
Dr. Alan Fires, HC 67 Hwy 18, Kermit, TX 79444
Ph# 915-586-3853, Fax# 915-586-9307
Marsha Gustafson, 11554 State Hwy KK, Marshfield, Mo. 65706
Ph# 417-859-6047, Fax# 417-468-2527
Annette Maze, Chairwoman, P.O. Box 100, Spicewood, TX. 78669
Ph# 830-693-2686, Fax# 830-693-2797
B. Breed Improvement and Breed Standards: Type B Committee
Marsha Gustafson, 11554 State Hwy KK, Marshfield, Mo. 65706
Ph# 417-859-6047 Fax# 417-468-2527
C. Educational Materials and Information: Type B Committee
Marsha Gustafson, 11554 State Hwy KK, Marshfield, Mo. 65706
Ph# 417-859-6047 Fax# 417-468-2527
Claire Zengerle, 2725 FM 2718, Cuero, TX. 77954
Ph# 512-275-9665 e-mail: crzenge@tisd.net
Brad Benzing, Chairman, 230 Mitchell Place, Yakima, WA 98908
Ph# 509-927-0981
D. Youth Support, Events, and Scholarships: Type B Committee
Claire Zengerle, Chairwoman, 2725 FM 2718, Cuero, TX. 77954
Ph# 512-275-9665 e-mail: crzenge@tisd.net
Office fax: 361-645-3282 (limited use please)
Daniel Zengerle, 2725 FM 2718, Cuero, TX. 77957
Ph# 512-275-9665 e-mail: crzenge@tist.net
Tracy Brown, 15075 Evans Rd. S. Lot # 2, Grand Bay, AL. 36541
Ph# 334-865-9725
Travis Brown, 15075 Evans Rd. S. Lot # 2, Grand Bay, AL. 36541
Ph# 334-865-9725
Brad Benzing, 230 Mitchell Place, Yakima, WA 98909
Ph# 509-927-0981
Steve Emerson, 15860 Hwy 157, Benton, LA 71006
Ph# 318-326-4980
E. Government and International Liaison: Type B Committee
Ann Winkler, Chairwoman, 1820 N. Broken Arrow Tr., Lakeland, FL. 33813
Ph# 914-646-0014 Fax#
F. History of The IBGA: Type B Committee
G. Judges Training-Pre Training Conference: Type A Committee
Annette Maze, Chairwoman, P.O. Box 100, Spicewood, TX. 78669
Ph# 830-693-2686 Fax# 830-693-2797
Marsha Gustafson, 11554 State Hwy KK, Marshfield, Mo. 65706
Ph# 417-859-6047 Fax# 417-468-2527
Buck Pruitt, Fax# 505-334-0282
e-mail: texland@cyberport.com
H. National Show: Type B Committee
I. Long Range Planing:
Type B Committee
J. Newsletter-Magazine: Type B Committee
Marsha Gustafson, 11554 State Hwy KK, Marshfield, Mo. 65706
Ph# 417-859-6047 Fax# 417-468-2527
K. Coordinators: Type B Committee
Nancy Wilson, Chairwoman, 4335 Garden Bar Rd., Lincoln, CA. 95648-9719
Ph# 915-646-8050 Fax # 915-646-1936
Bruce Walters, Coordinator Administrator, P.P. Box 5, Ardmore, TN 38449
Ph# 931-427-2352 Fax# 931-427-4628 wbwalters@ardmore.net
K. By-laws: Type B Committee
Buck Pruitt, Chairman, Fax# 505-334-0282 texland@cyberport.com
Daniel Zengerle, 2725 FM 2718, Cuero, TX. 77957
Ph# 512-275-9665 e-mail: crzenge@tist.net
M. Boer Goat Evaluation Program: Type B Committee
Marsha Gustafson,11554 State Hwy KK, Marshfield, Mo. 65706
Ph# 417-859-6047 Fax# 417-468-2527
Dr. Alan Fires, HC 67 Hwy 18, Kermit, TX 79444
Ph# 915-586-3853, Fax# 915-586-9307
XXI Coordinators
Utah, Idaho Ruthelda Holm, 786 E. 900 N., Shelley, ID. 83274-52216
Ph# 208-346-6677 Phone & Fax scr1@if.rmci.net
Oregon Lani Sykes, P.O. Box 514, Terrebonne, OR. 97760
Ph# 541-548-4037 Fax# 541-548-8516 lanis@matters.com
Washington Brad Benzing, 230 Mitchell Place, Yakima, WA 98909
Ph# 509-927-0981
Nevada Diana Blevins, P.O. Box 2031, Fallon, NV 89407
Ph# 702-867-5169 brbmeatgoats@oasisol.com
California Nancy Wilson, 4335 Garden Bar Rd., Lincoln, CA 95648-9719
Ph# 916-645-8050 Fax# 916-645-1936 nawilson@psyber.com
Montana, Wyoming
N. Dakota, S. Dakota
Colorado Nan McNeill, 2801 S. 331st Ave., Tonopah, AZ 85354
Arizona Ph# 623-386-5102 Fax# 623-386-2203 nan@boergoat.com
New Mexico Vickie Robinson, P.O. Box 153, Aztec, NM 87410
Ph# 505-334-3019 cera@compuserve.com
Minnesota
Wisconsin
NE Texas Lisa Dyer, 1642 CR. 2644, Decatur, TX 73234
I-35 East, Waco North Ph# 940-466-3804 lisa.dyer2@gte.net
SE Texas Annette Maze, P.O. Box 100, Spicewood, TX 78669
I-35 East, Waco South Ph# 830-693-2686 Fax# 830-693-2797 bgaze@aol.com
NW Texas Dr. Alan Fires, HC 67, Hwy 18, House 1, Kermit, TX 79444
I-35 West, Waco North Ph# 915-586-3853 Fax# 915-586-9307 rockingf@Apex2000.net
SW Texas Karen Rosano, P.O. Box 1562, Uvalde, TX 78802
I-35 West, Waco South Ph# 830-278-7203 To fax press *9 kidsrus@peppersnet.com
Arkansas & Missouri Marsha Gustafson, 11554 State Hwy KK, Marshfield, Mo. 65706
Ph# 417-859-6047 Fax# 417-468-2527 gus@dialnet.net
Louisiana Steve Emerson, 15860 Hwy 157, Benton, LA 71006
Ph# 318-326-4980
Michigan Mike Norris, 2504 E. CR. 800 N., Frankfort, IN 46041-7709
Indiana, Ohio Ph# 765-258-3247 Fax# 765-258-3631
Kentucky Mike Jenkins, 403 Kennedy Rd., Greenville, KY 42345
Ph# 270-338-6928 Fax # 270-338-5893
N. Mississippi Nina M. Williams, P.O. Box 208, Batesville, MS. 38606
I-20 North Ph# 662-563-1174
S. Mississippi Billy Gatwood, 5330 W. 4th St., Hattiesburg, MS 39402
I-20 South Ph# 601-264-6550 Fax# 601-264-0555
Nebraska
Kansas, Iowa
Oklahoma
Tennessee Bruce Walters, P.P. Box 5, Ardmore, TN 38449
Coordinator Administrator Ph# 931-427-2352 Fax# 931-427-4628
wbwalters@ardmore.net
Alabama Billie Faye Hallman, 140 Harris Rd. Blountsville, AL 35031
Ph# 205-429-4900 Fax# 205-429-2293
Georgia Bobby Chastain, 231 Hill Top, Cairo, GA 31728
Ph# 912-762-3486
Florida Ann Winkler, 1820 N. Broken Arrow Tr., Lakeland, FL 33813
Ph# 941-646-0014 Fax# 941-646-0113
ME, VT, NH, MA, Gil Pringle, 309 Byers Lane, Gettysburg, PA. 17325
CT, NY, NJ, RH, & PA Ph# 717-337-2280 gpringle@cvn.net
VA, MD, DE, Dick Dixon,
Rt. 3, Box 163 D, Mannington, WV 26582
DC, & WV Ph# 304-825-6521 Fax# 304-825-6269
N. Carolina Jan Hering, 1094 Mt. Carmel Church Rd., Reidsville, NC 27320
S. Carolina Ph# 336-349-6177 Fax# 336-349-0712 Ihorselvr@aol.com
Illinois Curt Knapp, 447 N. 1650 E., Cissna, IL 60924
Ph# 815-457-2692 Fax# 815-457-2218
Alaska Paul Finch, 981 Clear St., North Pole, AK 99705
Ph# 907-488-4768 pfinch@mosquitonet.net
Hawaii
XXII Appendix