Oberhasli Breeders of America Constitution
PREAMBLE: With the object in view of developing and promoting the Oberhasli Breed and of cooperating in every way with all other organizations promoting dairy goats in general, we, the members of the OBERHASLI BREEDERS OF AMERICA, do hereby adopt this Constitution as the fundamental law of the OBERHASLI BREEDERS OF AMERICA.
ARTICLE I. NAME
Section 1: The name of this organization shall be the OBERHASLI BREEDERS OF AMERICA.
ARTICLE II. PURPOSE
Section 1: The purpose and intent of this organization shall be a not-for-profit fraternal organization of persons dedicated to the development, promotion and advancement of the OBERHASLI breed of dairy goat; the encouragement of closer fellowship among members through meetings, correspondence, circulation of useful information, news and ideas, and in cooperation with other organizations in the development and promotion of the dairy goat industry in general.
ARTICLE III. LOCATION
Section 1: The home office of this club shall be the address of the Secretary, or as otherwise designated by the Board of Directors.
ARTICLE IV MEMBERSHIP
Section 1. Any reputable individual, firm, or corporation interested in the breeding, sale, or promotion of the OBERHASLI breed is eligible for membership upon proper application.
Section 2: Application for membership shall be addressed to the Secretary and shall be accompanied by annual dues. The application shall be in accordance with the rules as established by the Board of Directors from time to time.
Section 3: Yearly membership dues shall be fixed by a majority vote of the Board of Directors.
ARTICLE V. OFFICERS
Section 1: A President, Vice-President, Secretary-Treasurer, and four (4) Directors shall constitute the Board of Directors of the club.
Section 2: The term of office for the President, Vice-President, and Secretary-Treasurer shall be two (2) years. The term of office for each Director shall be two (2) years, with four (4) elected every two (2) years.
Section 3: The President, Vice President, Secretary-Treasurer, and all four (4) of the Directors shall be elected by a majority vote of that portion of the membership which has been in good standing at least ninety (90) days prior to the dates set for the closing of balloting.
ARTICLE VI METHOD OF ELECTION
Section 1: At least six (6) months before the date of the annual meeting, the President shall appoint a Nomination/Elections committee of three (3) members of good standing who are not candidates. A committee member who decides to run for office will be excused from the committee assignment. The committee shall accept and verify the eligibility of nominated candidates and seek other candidates from different geographic areas to fill out the ballot so there is at least two candidates for President, Vice President, Secretary-Treasurer and six candidates for the four Directors. The committee will ensure that proposed candidates will accept the office if elected. Space shall be provided on the ballot for members to write in names of their choice for each office.
Section 2: The Chairman of the Nomination/Elections committee shall have the Secretary-Treasurer prepare and distribute to the membership of record a ballot prepared in accordance with Section 1, Article VI. Said ballot shall be distributed to all eligible voting members not less than thirty (30) days prior to the closing date of balloting as set by the Board of Directors.
Section 3: The Chairman of the Nomination/Elections committee shall receive all ballots and tabulate same within ten (10) days after the date set for closing of balloting. The Chairman shall also notify by mail all officers, past and present, of the results.
Section 4: Any office vacated for any reason with a term of over nine (9) months remaining will be filled by special election. Vacated offices with terms of less than (9) months remaining will be appointed by the President.
ARTICLE VII DUTIES OF OFFICERS
Section 1: The President shall:
A. Preside at all meetings of this organization and its Board of Directors whenever possible;
B. Appoint the Chairman of all standing and special committees. All such appointees shall be subject to removal by the President with the approval of the Board of Directors;
C. Be an ex-officio member of all committees except the Nomination/Elections and audit committee;
D. Call for regular committee reports and see that alll committees function properly;
E. Assist the Newsletter Editor in obtaining all news of this organization in matters not otherwise provided for.
Section 2: The Vice-President shall:
A. Occupy the position and perform the duties of the President when, for any reason, the President is unable to perform such duties;
B. Serve as a member of the of the Board of Directors.
Section 3 The Secretary-Treasurer shall:
A. Keep accurate minutes of this organization and submit same to Newsletter Editor for publication, and to read same at subsequent meetings.
B. Conduct the correspondence of this organization;
C. Keep an up-to-date roster of
1. To immediately notify the Newsletter Editor of all new or lapsed membership, and
2. To supply to the nominating committee a current membership roster in the election year;
D. With the help of the Newsletter Editor & Website Manager, notify all members of all meetings;
E. Receive and have custody of the general funds, including membership dues of this organization and disburse them as authorized by vote of membership and/or Board of Directors.
F Keep an accurate record of all receipts and disbursement of monies:
G. Assist the Board of Directors in completing the biannual budget.
H. Maintain a permanent fill of all minutes, correspondence and financial records of this organization and pass such file on intact to the newly elected Secretary-Treasurer when the current term expires;
I. Serve on the Board of Directors’
J. Sign and issue all certificates of membership.
Section 4 The Board of Directors shall:
A. Serve as the governing body of the OBERHASLI BREEDERS OF AMERICA;
B. Act on the behalf of the membership whenever a decision must be made and insufficient time exists for action by the membership;
C. Report any such decision to the membership via the Newsletter and at the next membership meeting;
D. Limit business at meetings of the Board of Directors to a discussion of ideas and issues to be brought to the attention of the membership.
E. Recognize that a two-thirds (2/3) majority vote of the membership shall constitute a veto of any action of the Board, provided all members have been notified in writing thirty (30) days before the ballot for such a veto.
F. Provide for the publishing of a newsletter and appoint an editor thereof.
G. Provide for a website presence and appoint a website coordinator thereof.
ARTICLE VIII MEMBERSHIP MEETINGS
Section 1: 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 the current financial conditions of the Association
ARTICLE IX AMENDMENTS
Section 1: This constitution may be amended by a 2/3 majority of votes cast by the membership in favor of proposed amendments. Amendments may be proposed by the Board of Directors or by petition submitted by not less than ten (10) members in good standing.
Proposed amendments shall be published in two consecutive issues of the OBA Newsletter with ballots accompanying the second publication. Close of balloting on proposed amendments shall be thirty (30) days following mailing of the second publication.
ARTICLE X PROCEDURE
Section 1: The issue in all voting shall be determined by a majority of votes cast, unless specifically provided otherwise.
Section 2: On questions of parliamentary procedure, “Robert’s Rules of Order” shall govern.
Oberhasli Breeders of America Bylaws
SECTION 1: MEMBERSHIP
1.1 Types of Membership shall be:
B. Lifetime- A member in good standing may be given recognition for exceptional
service to the OBA. This recognition in the form of Lifetime Membership would be
awarded after a favorable two-thirds majority membership vote and would convey
full paid membership status for life.
1.2 The Board of Directors shall set dues for membership classification.. Once awarded, there will be no further dues required for lifetime Members.
1.3 Membership in good standing is obtained upon payment of dues. Each member in good standing is permitted one vote on club business.
1.4 The membership year shall begin on the first day of October and be accompanied by annual dues.
1.5 Dues unpaid by the first day of January shall be considered in arrears, and membership shall lapse. First time memberships initiated between January 1st and June 1st will be renewable on the October 1st following application. First time memberships after June 1st, will be valid until January 1st of the second year following application.
1.6. No members may transfer a membership or any right arising from it.
1.7 Each and every member of this Association shall have the following inspection rights, for a purpose reasonable and related to such person’s interest as a member.
A. To obtain from the Secretary of the organization, upon written request, a list of the names, addresses and voting rights of those members entitled to vote as of the most recent record date for which the list has been. The request shall state the purpose for which the list is requested which purpose shall not be the commercial use of member’s data. The membership list shall be made available on or before the later of ten (10) business days after the request is received or after the date specified therein as of which the list is to be compiled. The member receiving the list agrees to maintain the confidentiality of personal addresses.
B. To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the Association by the members, for a purpose reasonably related to such person’s interests as a member.
SECTION 2: OFFICERS & DIRECTORS
2.1 Eligibility: Any OBA member in good standing, 21 years of age or older, and having been a member for ninety (90) days, including incumbent officers, is eligible to hold any office upon nomination. No individual may hold more than one office at the same time. One officer/director is permitted per membership, including family memberships.
2.2 Term. The term of all officer/directors will run from Oct. Of the year following the election through Oct. two years later. Change of officers shall occur at the Annual meeting which will correspond to the National Convention.
2.3 The President or the President’s delegate is authorized to act as a club spokesperson in public media . All business transacted must be with the approval and knowledge of the Board of Directors.
2.4 The Board of Directors shall have full authority to establish and sanction the programs, activities, and affiliations of the OBA, as well as full authority to manage all other affairs of the OBA including but not limited to authority to make or authorize expenditures, incur or authorize obligations, appoint agents and transact such business as it deems advisable and in the best interest of the association.
A. The Secretary-Treasurer has responsibility of OBA's funds and the authority to sign and issue checks to cover necessary club expenses. At least one other current officer shall be on the club's account to help monitor the funds and receive/issue money in the event the Secretary-Treasurer is unable to fulfill his/her duties.
2.5 The Officers and Directors shall not be personally liable for the debts, liabilities, or other obligations of the association.
2.6 Any Officer/Director may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the organization. Resigning from elected office shall be deemed the same act as resigning from the Board of Directors. Any such resignation shall take effect at the receipt of such notice or at any later date specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any Officer/Director who resigns before the end of their term in office shall not be eligible for nomination for the next election, whether it is a Special or General election.
2.7 Removal of an Officer or Director: In the event that an officer or Director does not perform the duties expected, a motion to remove from office must be forwarded to the Membership. This motion will require a 2/3 majority vote of the current membership in order to carry. It shall be the duty of the highest/ranking officer to inform the individual being removed.
SECTION 3: COMMITTEES
3.1 Standing Committees shall be the following:
B. Specialty Shows
C. Swiss Belle
3.2 Special or ad hoc committees may be convened at any time by the President or by motion of the Board of Directors.
3.3 All committee chairs shall:
A select members as appropriate to conduct the business of the committee from the entire membership in good standing.
B submit an annual report of activity to the President two (2) weeks prior to the date of the annual meeting, or when requested by the Board of Directors.
SECTION 4: MEETINGS
4.1 Members or Directors will be considered present at a scheduled meeting if they maintain a phone, video conference, email, or internet connection to the meeting and can read, see, or hear and can respond to all of the proceedings. Except as otherwise provided in these Bylaws no business shall be considered by the board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion that the Chair shall entertain at such meeting is a motion to adjourn.
4.2 Notice of all meeting shall be sent to each member at least ten (10) days prior to the meeting. In the case of special meetings, the notice shall state the purposes for which it is called.
4.3 The annual meeting will be held, if possible, in conjunction with the National Convention.
4.4 A Quorum is defined as:
A. Membership Meetings: a quorum shall consist of ten (10) members.
B. Board Meetings: a quorum shall consist of five (5) Officers/Directors.
SECTION 5: ELECTIONS
5.1 The Nomination/Election Committee shall have full control over all election proceedings of the Association, subject to the terms of these Bylaws.
5.2 Procedures for special election: Should a position on the Board become vacant and it becomes necessary to fill that position prior to the next scheduled election, a special election shall be held. Upon declaration of vacancy, the Board shall be required to appoint a Nomination/Election Committee, (if one has not already been established by the President) and nominations can begin. Special elections shall be carried out in the same manner as regular election but with the time frame for nominations being a period of two weeks following the announcement of the vacancy. The elected individual shall take office immediately upon certification of the election results from the Nominations/Elections Committee.
5.3 In the event that the entire Board of Directors, due to resignations or incapacities, is unable or unwilling to conduct the business of the Association, the membership as a whole shall select, via ballots, following 14 days notice to the full membership, a President pro tempore whose sole power and duty shall be to facilitate the election of a new Board of Directors along with the Nominations/Elections committee. The President pro tempore shall not be eligible for election to the Board during any special election and shall immediately resign in favor of the new Board. Officers/Directors who resign are not eligible to run for re-election in the next Special or Scheduled election.
5.4 All actions and decisions of the Nominations/Elections Committee shall be by simple majority vote of its members.
5.5 The Nominations/Elections Committee shall preside over, conduct, and certify all Association elections as outlined in the Bylaws.
5.6 Deadlines will be clearly defined.
SECTION 6: BALLOTS & VOTING
6.1 The Nomination/Elections Committee Chair shall provide the names of nominees, biographical overviews, and individual position statement for preparation, mailing and tallying of the ballots.
6.2 Balloting will be achieved by means of paper ballot consisting of the ballot, instructions or directions deemed necessary for the completion, and a self addressed, unstamped envelope addressed to the person designated to receive ballots in section 6.6.
6.3 A simple majority of votes cast is required for election to office.
6.4. In case of a tie vote, an immediate runoff election will be held between the candidates receiving the two highest vote totals. A runoff ballot bill be initiated five (5) business days after the tallying of the tie vote.
6.5 Immediately upon receiving the election results, the Nomination/Elections Chair shall notify all candidates and Board of Directors. The Board of Directors will be responsible for notifying the membership.
6.6 All ballots and voting materials related to elections will be sent to the Nominations/Elections chair unless specified otherwise by the Board of Directors, or acting Pro Tem chair of the Association.
6.7 Ballots related to business items of the Association will be sent to the Secretary/Treasurer.
6.8 The General Election of Officers/Directors will be completed at annual meeting. Elected individuals will take office at the annual meeting which is normally held during the National ADGA convention in Oct.
SECTION 7: NEWSLETTER AND WEBSITE COLLECTIVE RESPONSIBILITIES
7.1 The Newsletter Editor shall;
A edit and publish a regularly issued Newsletter which will be sent to all members to inform them of this organization’s activities and which will serve as an interchange of useful knowledge and helpful ideas;
B assist the nominating committee by publishing election material and assist the Secretary-Treasurer by publishing meeting notices, minutes, financial reports and membership rosters;
C coordinate efforts with the Website Manager
7.2 The Website Manager will;
A maintain the website by creating and uploading content containing pertinent information to publicize the OBA and its programs.
B assist the nominating committee by publishing election materials and assist the Secretary-Treasurer by publishing meeting notices, minutes, financial reports and membership rosters.
C coordinate efforts with the Newsletter Editor.
7.3 The Newsletter Editor and Website Manager are responsible for;
A content (soliciting, creating, and selecting, including writings, artwork, photography, and other items created by OBA members and others that are considered of interest to the membership, as well as the Secretary-Treasurer and Board reports about recent Board activities.
B editing (for size and readability, content will only be changed with the agreement of the original author).
C decisions as to suitability of the material.
D layout & publication.
7.4 An annual budget shall be allocated to the Newsletter and the website.
A Excess revenues not properly and responsibly spent on the newsletter or website default to the OBA general budget.
B The Newsletter Editor and Website coordinator are responsible for keeping expenses within the operating budget.
C The Newsletter Editor is accountable to the Board of Directors for all expenses, and will submit to the treasurer an itemized statement with receipts after each issue is published. This statement will detail current expenses and summarize all expenses to date.
D The website Coordinator is accountable to the Board of Directors for all expenses and will submit to the treasurer an itemized statement with receipts after any website related expense.
SECTION 8: FINANCIAL OBLIGATION
8.1 No officer, individual, or committee shall contract any debt in the name of the Association unless authorized to do so by the Board of Directors. Any member may choose to expend personal funds and request reimbursement. However, the club is under no obligation to honor such request if the expenditure was not previously approved by the membership.
SECTION 9: AUDIT
9.1 All accounts and financial records of this Association shall be audited in even numbered years by a Certified Public Accountant or an Auditing Committee appointed by the President, previous to the Annual Meeting. The fiscal period shall terminate on the 31st of December of each year.
9.2 An 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 10: AMENDMENTS
10.1 The bylaws may be amended by a majority vote provided notice of the proposed amendment has been given in writing to the membership at least fifteen (15) days in advance of balloting.
SECTION 11: DISSOLUTION
11.1 The period of the duration of the Association is PERPETUAL. Upon dissolution or liquidation, whether voluntary or involuntary, the net assets of the Association shall be distributed to one or more educational, or charitable organizations exempt from federal income tax under Section 501 ©) of the Internal Revenue Code of the United States (or the corresponding provisions of any such future law).