Bylaws
of the
United States
Boer Goat Association
ARTICLE I
Title, Objects, Location, Corporate Seal
Section 1 - Title: This Association shall be known as the UNITED STATES BOER GOAT ASSOCIATION, U.S. BOER GOAT ASSOCIATION, or USBGA and shall at all times be operated and conducted as a non-profit association in accordance with the laws of the State of Texas, provided for such organizations and by which it shall acquire all such rights as granted to associations of this kind. The word organization when used herein shall refer to and include all three names.
Section 2 - Purpose: The purposes for which the Corporation is organized are to promote and
improve the Boer goat breed in Texas and elsewhere in all appropriate
ways, including through pedigree tracking and maintenance by registration
, and to advance the Boer goat industry in Texas and else where in all
appropriate ways, including through education, promotion and marketing.
Section 3 - Place of Business: The principal
place of business shall be Spicewood,
Section 4 - Corporate Seal: The seal of USBGA shall be in the charge of the Executive Secretary and shall be in the form impressed hereon immediately below.
Article II
Notices
Section 1
Notice: Anytime notice to
any member, person, or entity is required for any reason it may be given
in any one or more of the following ways and will be effective as follows:
- Written notice deposited with the United States Postal Service addressed to the member at the current address as it appears on the records of USBGA, with postage pre-paid. Such notice shall be effective when deposited with the United States Postal Service.
- Written
notice that is published in a conspicuous place in any
publication of the Corporation mailed to the members during the issue
immediately preceding the month in which the event or meeting that is
required to be noticed shall be held. Such notice shall be effective
when the publication containing such notice shall be deposited in the
- Posting
on the official web site of the USBGA. The official website is
USBGA.org. Such notice shall be effective when posted on the web site
at least 30 days before the date of the meeting or event requiring
notice
- Additionally, when the Board of Directors or members are required to be give notice, it may be by E-mail sent over the internet to the member or director at the current e-mail address as it appears on the records of USBGA. Such notice shall be effective when sent, as it is each member and director’s responsibility to make sure their e-mail address is current, that their computer receives e-mail at all times and that this organization is on the approved sender list and is not blocked in any manner.
ARTICLE
III
Members
Section 1 - Members of USBGA shall be admitted, retained and expelled in accordance with such rules and regulations as the Board of Directors may, from time to time, adopt. Members of USBGA shall abide by and comply fully with all rules and regulations of the organization. Members have the duty and responsibility to make sure that the Corporation has a current email and a current postal address at all times.
Section 2 - The regular annual meeting of the members shall be held at such time and place as may be established by the Board of Directors for the transaction of such business as may be brought before the meeting. Prior notice to members of any annual, regular or special meeting of members may be given as herein provided.
Section 3 - Special meetings of members may be
called by direction of the President or by a majority of the Board of
Directors to be held at such time and place as may be designated in the
notice and given as provided in Article II, Section 1. Additionally
special meetings of members may be called by notice signed by not less
than 20 percent of the members in good standing at the time the notice is
given; notice of each special meeting, called by not less than 20 percent
of the members shall indicate in detail by an itemized list the object or
objects thereof and the subjects to be discussed and notice thereof shall
comply with Article II. Refusal to allow such notice to be given shall not
be unreasonably withheld.
Section 4 -At any meeting of the members held after timely and proper notice to the members, the members attending such meeting shall constitute a quorum for all purposes. To exercise voting privileges, a member must be physically present at a meeting. Voting shall not be allowed by proxy.
Section 5 - Any officer of USBGA may call the meeting of the members to order and may act as chairman of such meeting, precedence being given as follows: President, First Vice President, Second Vice President, Executive Secretary and the Treasurer. In the absence of all such officers, members present may elect a chairman. The Executive Secretary of USBGA shall act as secretary of all meetings of the members, but in his absence, the Directors may appoint any person to act as secretary of the meeting.
Section 6 - Whenever in these Bylaws the term member or members shall be used, unless otherwise specified, it shall mean a member or members having the right to vote.
Section 7 – Matters to be voted on by Members: The following matters and none other shall be voted on by members:
1. Election of Directors as provided for in the by-laws of USBGA
2. Any proposed revision or amendment under Article IV, Section 11
3. Such other matters as the Board of Directors shall choose in their discretion to submit to a member vote.
In all matters governed by the vote of the members, each member in good standing shall be entitled to one vote and voting shall not be cumulative.
ARTICLE
IV
Directors
Section 1 - The business and property of USBGA shall be managed and controlled by the Board of Directors. The Board of Directors shall be comprised of seven (7) members elected from the membership pursuant to by laws of the organization created by the Board of Directors. There shall be no less than five (5) directors.
Section 2 - Any Director who is absent for two
(2) consecutive times from meetings of the Board of Directors of which he
was given notice is automatically removed as a Director without further
action. All directors shall have the option of attending any and all
meetings by electronic means.
Section 3 - In accordance with the mission statement of USBGA, Directors, are expected to assist in the provision of beneficial services for its members. These services should enhance and encourage Boer goat ownership and participation through Director availability and visibility to members. To establish and improve communications between USBGA and its members, each Director should submit a yearly report on the status of the industry in their respective state, province and/or country to aid USBGA in addressing and implementing the needs for members.
Section 4 - In case of any vacancy in the Board of Directors by death, resignation, disqualification, increase in number or other cause the Board of Directors, shall appoint a qualified successor to serve until the next election of Directors. In cases of any increase in the number of Directors, the additional Directors shall be elected by the Directors then in office and shall serve as such until the election and qualification of their successors by the members.
Section 5 - The regular annual meeting of the Board of Directors shall be immediately preceding and/or following the annual member’s meeting, and no notice shall be required for any such regular meeting of the Board. The Board, by rule, may provide for other regular meetings at stated times and places, of which no notice shall be required.
Section 6 – All meetings of the Board of Directors shall be held whenever called by the President or by two-thirds of the Directors. The Secretary shall give notice of each special meeting in accordance with Article II to each and every Director at least 15 days before the meeting, but such notice may be waived by any Director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. Any meeting at which a majority of the Directors may be present, even though without any notice, any business may be transacted.
Section 7 - A majority of the number of Directors shall constitute a quorum for the transaction of business, but if at any meeting of the Board there may be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum shall be present.
Section 8 - At meetings of the Board of Directors, business shall be transacted in such order as the Board of Directors may determine.
Section 9 - Written contracts of USBGA shall be executed on behalf of USBGA by the President or Vice President and attested by the Executive Secretary and the corporate seal or by any director upon written authorization by the President or Vice President.
Section 10 - The Board of Directors shall elect officers of USBGA.
Section 11 – All actions of the Board of Directors shall be subject to revision or amendment by the members at any regular or special meeting of the members, provided notice (as provided for herein) of intention to change by revision or amendment any by law, rule, regulation or other action of the Board of Directors shall have been give to all members at least 50 days in advance of the meeting after the proponents of the revision or amendment have met personally with the Board of Directors at a meeting of the Board of Directors and explained the requested revision or amendment, the reason therefor and the Board of Directors either ignored or refused such requested revision or amendment. At such meeting the proposed amend or revision shall be voted on by the members present and constituting a quorum. A 2/3 vote is required for approval of the revision or amendment to become effective. For purposes of a meeting at which such revision or amendment is to be voted on a minimum of 20% of the members must be present to constitute a quorum. Proxy voting shall not be allowed.
Section 12 - The Board of Directors, from time to time, may create and empower committees, general or special.
Section 13 – The Board of Directors, from time to time, may created and issue rules and regulations for the organizations and its members.
Section 14 – The term of office for Directors Deborah Fisher, Allen Cunningham and Frank Pinkerton shall expire on December 31, 2008. The term of office for Ron McGill, Annette Johansen, David Lilly and Derial Bivens shall expire on December 31, 2010. After the expiration of said terms of office each director shall be elected for a term of four years. Elections shall be held every two years.
ARTICLE V
Elective
Officers & Duties
Section 1 - Officers: The officers of USBGA shall be the President, First Vice President, Second Vice President and such other officers as may be authorized from time to time by the Board of Directors, who shall be elected by the Board of Directors. Such officers shall hold office for the period of one year and until their successors are elected and qualified.
Section 2 - President: The President shall be the chief executive officer of USBGA and shall preside at all meetings of the Board of Directors. He shall see that the Bylaws, rules and regulations of USBGA are enforced, and shall perform all other duties that may be prescribed from time to time by the Board of Directors. He shall be an ex officio member of all committees.
Section 3 - First Vice President and Second Vice
President: In the absence of the President, the First Vice President,
and in his absence, the Second Vice President, shall have the powers and
perform the duties of the President and such other duties as may be
prescribed by the Board of Directors.
They shall be ex officio members of all committees
ARTICLE
VI
Executive
Secretary & Treasurer
Section 1 - In addition to the officers named in Article V, Section 1, there shall be the appointive offices of Executive Secretary and Treasurer of USBGA. These offices shall be filled by the Board of Directors by appointment of qualified individuals, the term of such appointment to be for a period of no greater than three years, with provision for termination of appointment, which appointment may be renewed by the Board of Directors for successive periods. Other provisions of said appointment, such as salary, shall be on such terms as the Board of Directors, at its discretion, may determine. The offices of Executive Secretary and Treasurer may be held by the same person.
Section 2 - Duties of Executive Secretary & Treasurer
(a) Executive
Secretary: The Executive Secretary is the chief operating officer
of USBGA, and, pursuant to direction of the Board of Directors, shall
implement the actions, decisions and directions of the Board of Directors;
and shall manage USBGA’s physical facilities and personnel. The
Executive Secretary shall keep the minutes of all membership and Directors
meetings, shall be the custodian for the safekeeping of all documents and
records of USBGA and authority for pedigrees, shall execute the
certificates of pedigree demanded and proper to be issued by USBGA, and
shall keep a record of the same. The Executive Secretary shall collect all
monies due USBGA and turn the same over to the Treasurer. He shall be ex
officio secretary of all committees appointed by the President or Board of
Directors. He shall make a report of his office to the Board of Directors
and to the annual membership meeting as requested by the Board of
Directors, and shall perform such other duties as may be prescribed by the
Board of Directors from time to time.
(b)Treasurer: The Treasurer shall receive the
money turned over to him by the executive secretary and all other money
paid to USBGA, shall disburse the same only upon itemized demands and only
for those items contain in the budget of USBGA previously approved by the
Board of Directors, shall account for all of the same by itemized
statements in detail each month to the Board of Directors. Also, the
Treasurer shall submit to the Board of Directors, immediately following
the annual meeting of the members, a detailed budget of the proposed and
anticipated expenditures for the forthcoming fiscal year of USBGA. The
Board of Directors shall immediately approve the budget with any revisions
it chooses to makes. Upon approval of the budget, or its modification, it
becomes binding upon the officers and employees of USBGA and cannot be
exceeded in the total amount set forth by more than 10 percent without a
majority vote of the Board of Directors.
Section 3 - Surety Bonds: The Executive Secretary and the Treasurer and all other officers or employees of USBGA who may handle any funds of USBGA shall give a surety bond to be furnished at the expense of USBGA for the faithful discharge of his or her duties, if so required by the Board of Directors.
Section 4 - Auditing of Accounts: USBGA shall conduct its affairs on the fiscal year basis, to begin October 1 and end September 30. An annual commercial auditing of the accounts of the Executive Secretary and the Treasurer shall be made by a certified public accountant at the close of each fiscal year and shall be reported at the next annual meeting of the members following the close of such fiscal year. Such accountant shall be a disinterested person and not a member of USBGA.
ARTICLE
VII
Amendments
Section 1 - The Board of Directors shall have the power to make, amend and repeal the Bylaws of USBGA by vote of the majority of the Directors at any regular or special meeting of the Board, subject to the right of the members to rescind or amend any such Bylaws in the same manner as provided in Article III, Section 9, for the revision or the amendment of rules and regulations.
Section 2 - To be eligible for consideration by the Board of Directors, a proposed amendment to USBGA Bylaws shall be filed in writing in the office of the Executive Secretary at least 60 days prior to the meeting of the Board of Directors at which time the proposed amendment is to be considered. The proposed draft shall be promptly sent by the Executive Secretary to each individual eligible to vote at a meeting of Directors. The requirement contained in this paragraph may be suspended by the Board of Directors at any regular or special meeting upon a two-thirds majority vote of eligible voters present, provided a quorum is present.
ARTICLE
VIII
Indemnification
Section 1 - USBGA shall indemnify and hold harmless any Officer, Director, and employee of USBGA, their personal representatives and heirs, against reasonable legal expense, judgments and expense of settlement in connection with any threatened, potential or actual litigation arising out of the Officer, Director or employees activities as an officer, director or employee of USBGA. To be entitled to indemnity such person must:
1. have been acting in that person’s capacity as an officer, director, or employee of USBGA who in discharging his or her duties acted in good faith with ordinary care, relying on information, opinions, reports, or statements, including financial statements and other financial data, concerning the corporation or another person and prepared or presented by (1) an officer or employee of the corporation; (2) legal counsel; (3) a certified public accountant; (4) an investment banker: ( 5) a person who the director reasonably believed possessed professional expertise in the matter; or (6) a committee of the corporation of which the director was not a party; and the director had no knowledge of a matter that made the reliance unwarranted.
2. to act on behalf of USBGA in the transaction or actives from which legal liability arose;
3. shall have been acting within the course and scope of his or her position with USBGA at the time of the transaction or actives from which legal liability arose;
4. shall not have been guilty of intentional misconduct or involved in illegal actives at the time of the transactions or actives giving rise to the claim or litigation from which indemnity is sought;
5. shall have, as soon as practicable, notified USBGA of such actual or threatened litigation,
6. shall allowed the Board of Directors to direct defense thereof, including, but not limited to, selection of counsel, and direction of settlement negotiations.
I, Ronald E. Mc Gill, Chairman of the Board of Directors of USBGA hereby state that the foregoing by-law of USBGA were duly approved by the Board of Directors on ________ day of _________________2007.
_________________________________
Ronald E Mc Gill
Chairman of the Board of Directors,
USBGA