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Our BylawsBylaws of the Ohio Alpaca Owners and Breeders Association, an Ohio Non-profit CorporationARTICLE I: REGISTERED OFFICE AND REGISTERED AGENT The registered office of the Corporation shall be located in the State of at Ohio at such place as may be fixed from time to time by the board of Directors upon filing of such notices as may be required by law, and the registered agent shall have a business office identical with such registered office. Any change with the registered agent or registered office shall be effective upon filing such change with the office of the Secretary of State of the State of Ohio unless a later date is specified. ARTICLE II: PURPOSE The purposes of the Ohio Breeders Association ("The Association") shall include, but not be limited to, the following:
ARTICLE III: MEMBERSHIP Any person interested in the purposes of the Association may become a member as long as they:
Each Farm Membership shall have a single vote in all matters submitted to a vote of the Membership. Non-compliance with by-laws will result in suspension of membership privileges for balance of membership term plus one year. No dues will be reimbursed. ARTICLE IV. MEETINGS OF THE MEMBERS There shall be an Annual Meeting of the Membership called by the Board of Directors. At the Annual Meeting of the Membership, the Members shall transact such business as shall properly come before them, including the election of Directors as provided in Article VI. The First Annual Meeting shall take place in November 1997, but all future Annual Meetings shall take place during the Annual Alpaca Promotional Event. The meeting shall be open to the membership for the purpose of allowing Board/Officers and the membership an opportunity to discuss issues of importance to the Corporation. The minutes shall be taken by the Secretary and be available to the Membership. There shall be four quarterly meetings of the Membership called by the Board of Directors, one of which is the Annual Meeting. At the quarterly meetings of the Membership, the Members shall transact such business as shall properly come before them. Special meetings of the Membership may be called by a majority of the Board of Directors, or by petition to the Board of Directors of not less than fifty percent (50%) of the Members. Written notice stating the place shall be delivered either by US Postal System or electronically to each Member not less than twenty (20) and not more than forty-five (45) days before the date of the meeting. Such notice shall provide the opportunity for each Member to cast their ballot on the meeting agenda items. Any such notice shall state the purposes of the meeting. ARTICLE V: BOARD OF DIRECTORS The affairs of the Association shall be managed by the Board of Directors, who shall also serve as Officers of the Corporation. Directors must be Farm Members in good standing in the Association. There shall be eight Voting Directors and six Non-voting directors elected to the Board of Directors. Terms of election are on a calendar year basis. Voting Directors shall be elected to serve as President, Vice President, Secretary, Treasurer and four Director-at-Large by ballot. Non-voting Coordinators shall be elected to serve as Marketing, Education, Fiber, Membership, Fundraising and Show Coordinators respectively by majority vote of each committee’s membership. Each member elected as a Director shall serve a two-year term. The remaining Voting Directors shall fill any vacancy occurring in any Directorship even though less than a quorum of the Board of Directors is remaining in office. The Board shall fill the vacancy by appointment of the unsuccessful candidate having received the most votes at the last election of Directors. If this candidate is unwilling or unable to serve, the vacancy shall be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director appointed to fill a vacancy shall complete the unexpired term of his or her predecessor in office. For the first election of Directors/Coordinators only, four Directors/Coordinators will serve a single year term or less, only so that in all subsequent years the terms of all Directors/ Coordinators will be staggered. Nothing shall prohibit a Director from being elected to two subsequent terms if the membership so votes. No member may be elected to a third consecutive term, but may run for a third term if not consecutive. First election directors/coordinators serving one-year terms are Secretary, Director-at-Large and both Marketing and Education and Fiber Coordinators. Meetings of the Board of Directors may be called at the request of any three Directors. Special meeting by means of telephonic conference are authorized. Minutes of any meeting shall be taken by the Secretary and be made available to the Membership. Each Director shall have an equal vote on all matters and a vote of three Directors shall authorize an act of the Board. Notice of the time and place of any special meeting shall be given to each of the other Directors in person or by telephone at least seventy- two (72) hours in advance of the meeting or by written notice mailed with postage prepaid to the address of the Director as it appears in the records of the Corporation. Such notice must, be mailed not later than the fifth day before the day of the meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for express purpose of objecting to the transaction of any business because the meeting was not neither lawfully called nor convened. The purpose of the meeting shall be specified in the notice. The President shall, subject to the direction and supervision of the Board, be the chief executive officer of the Association and shall have general and active control of its affairs and business and general supervision of its officers, agents and employees, and will conduct all meetings of the Board of Directors. The President shall have the power to execute and deliver on behalf of and in the name of the Association any instrument requiring the signature of an officer of the Association. Unless authorized to do so by these By-Laws or by the Board/ Membership, no officer, agent or employee shall have any power or authority to bind the Association in any way, to pledge its credit or to render it liable for any purpose or in any amount. In the absence of the President or in the event of his or her inability to act, the Vice President shall perform the duties of the President, and when so acting, shall have all powers of and be subject to the restrictions upon the President. The President shall also be responsible for interfacing between O.A.B.A. and A.O.B.A. concerning all relevant issues including marketing, fiber and Alpaca Health and Research. The President will also commit to serve on the A.A.0. Advisory Committee, or appoint another member to do so. The Secretary shall keep the minutes of meetings of the Board of Directors and General Membership Meetings in one or more books provided for that purpose. The Secretary shall 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 Corporation records including current Membership records unless otherwise designated by the Board, keep a register of the post office address of each Director (which shall be furnished to the Secretary by each Director), and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board of Directors. The Treasurer shall maintain one or more bank accounts in the Association's name; pay such bills and other indebtedness as the Board of Directors may authorize; keep complete books and records of account; prepare and file all local, state and federal tax returns; and prepare and furnish to the Members annual statements of account showing the financial position of the Association and the results of its operations. The Director-at-Large shall serve on special projects as directed by the Board and shall be the Board's liaison to all of the Committee Coordinators. These duties may also include serving on the A.A.0. Advisory Committee. The Membership Coordinator shall be responsible for the membership committee and the proper and accurate maintenance of the membership records and all other membership related issues as determined by the Voting Directors. The Marketing Coordinator shall be responsible for the Marketing Committee and all related marketing issues as determined by the Voting Directors. The Show Coordinator shall be responsible for the Show Committee and the planning and execution of the annual Alpaca Promotional Event as well as all other show related issues as determined by the voting Directors. The Education Coordinator shall be responsible for the Education Committee and all other educational related issues as determined by the Voting Directors. The Fiber Coordinator shall be responsible for the Fiber Committee and all other fiber related issues as determined by the Voting Directors. The Fundraising Coordinator (language missing; needs to be added in at next revision/update of By-Laws) The Board of Directors may designate and appoint one or more committees, which may include one or more Directors, other Members or, where appropriate, an outside consultant. These committees, to the extent provided in said resolution, shall have an exercise authority as specified by the Board of Directors. Without approval by two-thirds vote of the Membership, the Board of Directors and any other Members serving on any committee or performing any other service for the Association shall not receive any compensation for their services. By majority vote of the Directors, however, any reasonable expenses of these Members or Directors may be reimbursed. Any such reimbursements shall be reported to the Membership as part of the Association's annual report. A Director may be removed from office by a recall election. A Director may be removed by (2/3) two-thirds affirmative vote of all Members entitled to vote at the Annual Meeting or Special Meeting of the Membership called for the purpose of a recall election where fifty (50) percent of the Membership has signed a petition calling for a recall election at such meeting of the Membership. A petition to recall a Director must be filed with the Board of Directors and the Secretary at least sixty (60) days before the date of the meeting. The notice of the meeting shall specify that the recall election will be on the agenda of the meeting. The recall election voting shall be governed by the provisions of Article V, paragraph 2. When a Director is removed as provided in these By-Laws, that Director shall also be automatically removed as an Officer. ARTICLE VI: NOMINATION AND ELECTION PROCEDURES FOR BOARD Of DIRECTORS AND OFFICERS The Board of Directors and President shall provide for the appointment, at least six (6) months before the Annual Meeting, of five (5) Members of the Association, none of whom shall be Director, to constitute a Nomination Committee. The Committee shall actively recruit and nominate at least two (2) candidates for each vacancy of the Board. They shall prepare the ballots and disseminate them either by US Postal System or electronically to all Members entitled to vote. Three or more members in good standing of the Association may nominate one or more candidates for Director(s) by a petition delivered to the Nomination Committee not less than 80 days prior to the Annual Meeting. All nominees must be Members in good standing of the Corporation. Nominations shall be closed not later than 45 days before the Annual Meeting. The Directors may require that the nominees individually submit a statement on behalf of their candidacy no later than 30 days before the Annual Meeting. The form of the statement and its distribution to the Membership shall be established by the Directors, which shall decide any question or compliance with standards that they may establish with respect to such form. No Farm may hold more than one Voting Directorship per term. The Directors may appoint an Independent Inspector of Elections, who shall supervise, count the ballots, and tabulate the results and report in writing to the Membership and the Board of Directors the names of those elected. The Inspector of Elections shall be a Member of the Corporation in good standing, and not a Director/Officer, nor a candidate, provided however, if Secretary shall assume the duties of the Inspector of Elections. The candidates may inquire and receive the number of votes received by each candidate. Each candidate may designate an observer to be present during the vote count. At least thirty days before the Annual meeting, a ballot containing the names of the nominees shall be delivered either by US Postal Service or electronically to our membership, by the Directors to each Member of the Corporation entitled to vote. The ballot may be accompanied by the statement of each nominee in a form approved by the Directors. ARTICLE VII: COMMITTEES The Board of Directors, by resolution adopted by a majority of the Directors, may designate and appoint Members in good standing to one or more committees, which may include one or more Directors where appropriate. These committees, to the extent provided in said resolution, shall have and exercise authority as specified by the Board of Directors. Any Member thereof may be removed by the Directors whenever the best interest of the Corporation shall be served by such removal. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or Officer, or any individual Director, of any responsibility imposed upon it or him by law. The purpose of the committee is to discharge the task assigned to the committee by the Board of Directors. The findings and recommendations of the committees shall be promptly reported to the Board of Directors. The Board of Directors may establish an Advisory Committee. This committee may make recommendations to the Board of Directors on any matter affecting the Corporation and may act upon matters delegated to it by the Board of Directors. No Member of the Board of Directors shall serve on this committee during his or her Board term. Members of the Advisory Committee must also be Members of the Corporation in good standing. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the Members present at a meeting at which a quorum is present shall be the act of the committee. ARTICLE VIII: ANNUAL AND SPECIAL ASSESSMENTS Annual assessments estimated to be sufficient to pay normal operational costs and any other anticipated projects may be proposed by the Board of Directors and shall be effective upon a two-thirds vote of the Membership. The proposed annual budget shall be broken down into separate line items so that the Membership may separately approve specific items in the budget. The Board will mail the ballot approving the annual budget to the Membership approximately one month before the Winter Meeting, and Members may vote on the proposed budget by return mail, as well as at the Winter Meeting. Once the annual assessment is approved, each member's share shall be due within 30 days. As necessary, the Board of Directors may propose budgets for special projects not in the annual budget. Upon Membership approval by a two-thirds vote, special assessments shall be due within 30 days. Overdue assessments shall result in the suspension of membership within ten days after notice from the Treasurer. ARTICLE IX: MISCELLANEOUS PROVISIONS Records and Right of Inspection: The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Members and Board of Directors and shall keep at its registered or principal office a record giving the names and addresses of the Members entitled to vote. All books and records of the Corporation may be inspected by any Member, or his agent or attorney, for any purpose at any reasonable time. The Directors may cause the books and records of the Corporation to be certified by a Certified Public Accountant. The report shall be open for discussion as an agenda item at the Annual Meeting of the Membership. Dissolution: The dissolution of the Association may be authorized at a meeting of the Membership upon the adoption of a resolution to dissolve by a 2/3 vote. Upon dissolution, all liabilities and obligations of the Association shall be paid, satisfied and discharged, or adequate provisions shall be made therefore and then the remaining assets shall be liquidated and distributed to a non-profit fund, foundation or corporation that is organized and operated exclusively for charitable, scientific or educational purposes and that has established its tax exempt status under 501(c)(3) of the Internal Revenue Code. The specific organization shall be chosen by the Board of Directors at the time of dissolution. Amendments to the By-Laws: The By-Laws may be amended by a two-thirds affirmative vote, including votes cast by mail, of all the Members entitled to vote. Amendments to the By-Laws may be proposed by a petition signed by fifty percent (50%) of the paid Membership of the Corporation or by the majority vote of the Board of Directors. Any proposed amendment of the By-Laws shall be submitted to the Board of Directors not less than sixty (60) days before the Annual Meeting. ARTICLE X: LOANS The Corporation may not lend money to or guarantee the obligation of a Director of the Corporation. ARTICLE XI: FISCAL YEAR The fiscal year of the Corporation shall end December 31st of each year unless otherwise set by resolution of the Board of Directors. ARTICLE XII: INDEMNIFICATION OF DIRECTORS/OFFICERS The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he/she is or was a Director, Officer, employee or Agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, employee or Agent of another Corporation against expenses (including attorney fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful. ARTICLE XIII: CORPORATE SEAL The Board of Directors may provide a Corporate Seal which shall have inscribed thereon the name of the Corporation, the year and state of incorporation and the words “corporate seal”. |
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