Constitution and By-Laws of the Southwestern Missouri Dairy Goat Association
ARTICLE 1. NAMES AND PURPOSE
The Association shall be known as the SOUTHWESTERN MISSOURI DAIRY GOAT ASSOCIATION (in short form SO-MO DAIRY GOAT ASSN.). Address is home address of the Corresponding Secretary.
SECTION 2. PURPOSE OF ORGANIZATION
The objectives of the Southwestern Missouri Dairy Goat Association shall be:
A. To promote fellowship and cooperation among dairy goat owners, breeders and sympathizers, with interchange of useful knowledge and helpful ideas.
B. To foster, stimulate, and study ideas, information and promotional activities which will enhance public goodwill toward dairy goats and their products.
C. Promote understanding of dairy goat husbandry.
D. To encourage genetic improvement of dairy goats.
ARTICLE 2. MEMBERSHIP
SECTION 1. TYPES OF MEMBERSHIP
The following classes of membership shall be available, with specific descriptions of each detailed in the By-Laws.
A. Single membership
B. Household membership
C. Junior membership
D. Honorary Membership
SECTION 2. HOW MEMBERSHIP IS ACHIEVED
Any reputable individual of any age interested in dairy goats and dairy goat production and/or dairy goat products may become a member upon payment of appropriate annual dues (or by honor as defined in the By-Laws), and remain a member by upholding the purposes and regulations of the Association, and abiding by the Constitution and By-Laws of the Association.
SECTION 3. TERMINATION OF MEMBERSHIP
A. Any member may be expelled from membership for due cause by action of the membership. Procedures for such expulsion shall be detailed in the By-Laws 1 Section 2.
B. Any member may resign at any time with the understanding that no refund of dues will be made.
SECTION 4. VOTING
A. Any voting member in good standing is eligible to vote.
B. A voting member must be present at a meeting to vote, except for mail balloting as specified elsewhere in the Constitution and By-Laws. By-Law 6 Section 2.
ARTICLE 3. DUES AND OPERATION
SECTION 1. OPERATION
A. The Association shall operate as a non-profit organization governed by the laws of the State of Missouri.
SECTION 2. FISCAL YEAR
A. The Fiscal Year of the Association shall be from March 1 to the end of February of the next year.
SECTION 3. DUES
A. Membership dues will be collected at the first of the Fiscal Year from all members of the Association except Honorary members.
B. Amount and method of collection of dues will be detailed in the By-Laws. By-Law 1 Section 1 and 2.
SECTION 4. FISCAL RESPONSIBILITY
A. No individual may incur a debt in the name of the Association except in official capacity as detailed under Duties of Officers and Section 4 (C) below.
B. No officer or member shall be personally liable for any bills or obligations of the Association, past or present, except for the payment of personal dues.
C. At the beginning of the Fiscal Year the Board shall approve:
1. A general budget for Committee Expenses. All non-recurring expenditures not covered by budget approval shall be approved by Board action.
2. The Board shall delegate to the President, Vice-President and the Treasurer the authority to expend Association funds, and checks shall be cosigned by at least two of these officers.
D. The books of the Association shall be audited annually by a qualified person approved by the Board.
ARTICLE 4 MEETINGS
SECTION 1 ANNUAL MEETING
A. The Association shall hold one annual meeting per year to conduct the necessary business of the Association.
B. The March meeting shall be designated as the Annual meeting.
SECTION 2 OTHER MEETINGS
A. Schedule for other regular meetings will be established in the By-Laws. By-Law 3 Section 1.
B. Meeting place and quorum for meetings will be detailed in the By-Laws. By-Law 3 Section 1. Page 3
SECTION 3 BOARD OF DIRECTORS MEETINGS
A. The Board of Directors shall meet regularly during each year. Intervals and place of meeting will be designated by the By-Laws. By-Law 4 Section 1.
ARTICLE 5 OFFICERS, DIRECTORS AND COMMITTEES
SECTION 1. ELIGIBILITY
A. Any individual holding single, household, or honorary membership in good standing shall be eligible for nomination as an Officer or Director.
B. Any individual in any class of membership in good standing shall be eligible for committee membership.
C. No individual may hold more than one office or directorship at one time.
D. No two persons in the same household shall hold an office on the Executive Board.
E. No person shall hold the same office for more than two consecutive terms, with the exception of the person holding the office of NEWSLETTER EDITOR. No director shall serve two terms consecutively.
SECTION 2. BOARD OF DIRECTORS
A. Composition: The Board of Directors shall consist of the officers (named in Article 5, 2-B) plus three elected Directors.
B. Officers: The officers shall consist of: President, Vice-President, Recording Secretary, Corresponding Secretary, Treasurer and Newsletter Editor.
C. General Duties: The Board of Directors shall be entrusted the general management of the Associations affairs, with authority to expend Association funds and make reasonable commitments for the Association unless specifically forbidden by other provisions of this Constitution and By-Laws. Duties of Board will be to expedite these concerns and perform other such duties as required by particular office as described below.
D. Responsibility: It is assumed that any individual accepting office will be diligent in performance of duties and in attendance at regular and board meetings.
E. Recall: Lack of performance of duties and absence at more than two consecutive regular or board meeting without good cause and adequate notification of other board members will be sufficient cause for recall from office. Procedure for recall shall be detailed in the By-Laws. (By-Law 2 Section 3).
F. Chain of Command: In case of absence of the President, the Vice President will perform the duties of the President. In the case of absence of both these officers, the chain of command shall be: Recording Secretary, Corresponding Secretary, Treasurer, Director and Newsletter Editor.
SECTION 3 TERMS OF OFFICE AND HOW ATTAINED
A. Term of office for officers named in V, 2, B shall be one year (co-existent with the fiscal year of the Association) or for the remainder of such year if elected to fill an unexpired term.
B. Term of office for the Directors shall be three years, except for the first election under the Constitution. In this specific election one director shall be elected for one year, one director shall be elected for two years and one director shall be elected for three years, to establish staggered terms of office.
C. Election of officers and directors shall be governed by procedures detailed in the By-Laws of the Constitution. (By-Law 2 Section 1 and 2).
D. In case of a vacancy which may occur among officers or board members, it shall be filled by a majority vote for a nominee from the membership of the Association, except the office of President, which shall be filled by the Vice President and a new Vice President shall be elected by procedures detailed in the By-Laws. ( By-Law 2 Section 2).
SECTION 4. DUTIES OF OFFICERS
A. President: Presides at all meetings of the Association and Board and shall have the duties and powers normally pertaining to the Office of President, plus those specified in the Constitution and By-Laws. President shall be authorized to cosign checks, and serve as Ex-officio member of all committees except the Nomination Committee.
B. Vice President: Has the powers and duties of the President in the event of the President's absence or incapacity and will fill out the President's unexpired term if for some reason the President cannot. Acts as Chairperson of the Program Committee. Shall be authorized to cosign checks.
C. Recording Secretary: Shall keep a record of all meetings of the Association and Board of Directors, and of all other matters of which a record shall be ordered by the Association. This will include a list of officers and directors in attendance at any meeting. This officer shall maintain and hold custody of a permanent record of all activities, events and matters of interest to the Association. Acts as Chairperson of the History committee.
D. Corresponding Secretary: Shall maintain a full and complete record of members of the Association with addresses and telephone numbers and responsible for making mailings using such roster. Mail meeting notifications if required other than the newsletter, show notices and other suitable materials, will answer incoming mail and answer correspondence of the Association. The Corresponding Secretary shall include as part of the December newsletter a current roster of members in good standing. Acts as Chairperson of the membership committee.
E. Treasurer: Shall collect, receive, receipt and disburse all moneys due of belonging to the Association, and shall deposit same in a bank satisfactory to the Board, in the name of the Association. The Treasurer's books shall at all times be open to inspection by the Board and a report on them shall be made at each meeting, summarizing the condition of the Association finances and every item of receipt of payment not previously reported. At the annual meeting of the Association the Treasurer shall render an account of all moneys received and expended during the previous fiscal year. Shall be authorized to cosign checks, Acts as Chairperson of the Finance committee.
F. Newsletter Editor: The Newsletter Editor shall collect, edit, and arrange for reproduction of material for the official publication (s) of the Association and mail newsletter. Specific publications and schedules will be detailed elsewhere. Acts as Chairperson of the Newsletter Committee.
G. Appointed Officers: The President may appoint additional officers, such Sargent-At-Arms or Parliamentarian, as may be deemed advisable. These appointed officers shall have no vote on the Board. Duties of such offices shall be determined by the Board and inserted in to the By-Laws by amendment as specified below. If the membership so votes, such offices may be made permanent and vacancies filled in the same manner as the offices (by election).
H. Transfer of Office: New officers will take office at the March meeting. Between the February and March meeting the past President will arrange a joint meeting of old and new officers and directors for transfer of all records and information. At this time the old officers will give up custody of Association books, correspondence, letters, etc. to the new officers.
SECTION 5 COMMITTEES
A. Standing committees shall be maintained to advance the work of the Association. Chairpersons are considered members of the Board of Directors and their other duties are detailed under duties of officers. Committees are renewed at the annual meeting. Standing Committees include:
1. Program Committee: This committee shall be responsible for educational and social activities at Association meetings. Chaired by the Vice President.
2. History Committee: This committee shall be responsible for helping the Recording Secretary (who is its chairperson) maintain all Association records (except as detailed elsewhere) to give continuity to the Association. It shall be responsible for scrapbooks and other historical compilations.
3. Membership Committee: This committee shall be responsible for contacting and recruiting suitable candidates for Association membership, and for certifying members at this time. Chaired by the Corresponding Secretary.
4. Finance Committee: This committee shall be responsible for acquiring and expending funds in the best interest of the Association, and for submitting plans for fund raising events which might increase Association funds. Chaired by the Treasurer.
5. Newsletter Committee: This committee shall be responsible for publication of the official voice of the Association, and will assist the Newsletter Editor in this task. Chaired by the Newsletter Editor.
B. Special committees: Special committees shall be called into being as required by the needs of the Association. Chairpersons of these committees shall be appointed by the President subject to the approval of the Board of Directors. Such committees shall include the Show Committee, Nomination Committee, and other committees as needed. Special committees are renewed as required at the annual meeting.
C. Committee Membership
1. Each committee chairperson will appoint the members of that committee in such numbers as required to perform the duties of the committee, but committee membership shall be subject to review by the Board of Directors.
2. The committee chairperson shall be responsible for calling sufficient meetings to perform the work of the committee.
3. Each committee will determine his own quorum.
D. Reports: Committee chairpersons shall be prepared to report on the activities of their committees to meetings of the members and Board of Directors as requested. If the Chairperson is unable to attend such a meeting, a written report must be submitted instead . Committee reports are defined as report of intention, progress or information.
ARTICLE 6 AMENDMENTS TO CONSTITUTION OR BY-LAWS
SECTION 1. PROPOSAL TO AMEND
A. Any member may move a Proposal to Amend the Constitution and/or By-Laws at any regular meeting, detailing in the motion the proposed change. If the Proposal to Amend is approved by a majority vote of the members present, the formal procedure of notification and voting on the amendment given below will be followed.
B. In the event that any member wishes to propose an amendment at a time when a meeting has not been held, such Proposal to Amend can be considered approved by presentation of a petition to the Board containing the signatures of a majority of the Association membership.
SECTION 2. VOTING TO AMEND
A. The proposed amendment (s) to the Constitution and/or By-Laws must be embodied in a written call for any such regular or special membership meeting (or mail ballot) and must be mailed to each member at least two weeks prior to the date of such meeting, or mail ballot deadline.
B. The proposal can then be presented to the membership for vote, which can be taken at a regular meeting, or special meeting called for this purpose, provided that a quorum is present. A quorum in this instance is defined as two thirds of the voting Association membership
C. As an alternative, the proposal may be presented to the membership by mail ballot. A two thirds affirmative vote of the membership is required to approve the change. If mail ballot is used, a non-returned ballot is considered an affirmative vote. Ballots must be returned by a specific date, at least three weeks after mailing, to be valid.
ARTICLE 7. PARLIAMENTARY AUTHORITY
SECTION 1. AUTHORITY
Procedural questions not covered by the Constitution and By-Laws shall be arbitrated by reference to Robert's Rules of Order.
SECTION 2. INTERPRETATION
Interpretation of the Constitution and By-Laws shall be made by the Board of Directors and/or the Parliamentarian.
SOUTHWESTERN MISSOURI DAIRY GOAT ASSOCIATION BY-LAWS
By-Laws 1. MEMBERSHIP
Section 1. Types of membership and dues for each
A. Single Membership $5.00. Any reputable individual of any age may become a member by payment of annual dues. A single member is entitled to one vote and one copy of the NEWSLETTER and other mailings. Single members are eligible for nomination as officer or director.
B. Household Membership $7.50 This category is intended as membership by couples, but can be interpreted as membership for any two reputable individuals living at the same address paying jointly $10.00 annual dues. A membership is entitled to two votes and one copy of the NEWSLETTER and other mailings. Each of the two family members is eligible for nomination as officer or director.
C. Junior Membership $1.00. This category is intended as membership statutes to encourage youth to engage in Goat Husbandry. Any reputable individual under the age of 19 can become a junior member by paying $1.00 annual dues. A junior member is entitled to one copy of the NEWSLETTER and other mailings if no other NEWSLETTER is being sent to that address. Junior members are not eligible for nomination as officers or directors. Junior members have no vote.
*Note: The original age for Junior Membership was 16 year of age. This was voted on and changed to read age 19 at meeting dated February 19, 2005)
D. Honorary Membership: Honorary memberships may be conferred upon deserving individuals by vote of majority of the membership at a regular meeting. The Board may recommend individuals for such membership. Honorary memberships are intended to honor and reward outstanding individuals who have been of service to the Dairy Goat industry and husbandry. Honorary members are eligible for nomination as officers or directors. Honorary members are eligible to vote.
E. Service Award: This award may be given to a deserving active member of the Southwestern Missouri Dairy Goat Association by vote of a majority of the membership attending a regular meeting. The Board may recommend individuals for such an award. The intent and purpose of this award is to honor and reward outstanding individuals who have rendered a service, far beyond the call of duty, to the Dairy Goat industry and this Association.
SECTION 2. GOOD STANDING AND TERMINATION OF MEMBERSHIP
A. A member who has not paid dues for the current fiscal year within two months after such year begins will be considered in default and dropped from membership.
B. Dues must be paid up for a member's vote to be valid in a voting situation. Good standing will be determined by the Membership Committee.
C. A member may also be dropped from good standing and membership for due cause by action of the membership of the Association at a regular or special meeting by the following procedure:
1. A Proposal for Expulsion to drop a member for due cause may be either by recommendation from the Board of Directors or from any regular member, and passed by a majority vote of the membership at a regular or special meeting of the Association. The burden of proof of reason for such action is upon the individual initiating the Proposal for Expulsion.
2. The member in question will be notified in writing by the Corresponding Secretary that such action is pending at least two weeks before a vote of Expulsion is taken and allowed to respond, if so desired, to the expulsion action.
3. A vote of expulsion must be an affirmative vote of two-thirds of the members in good standing present at a regular or special meeting of the Association.
4. A member expelled for due cause may be reinstated, if so desired, by satisfactorily removing the cause for the Expulsion action. Such evidence shall be presented to the Board of Directors who can then recommend that a vote of the membership be taken, and reinstatement can be by an affirmative vote of two thirds of the members in good standing present at a regular or special meeting of the Association.
BY-LAWS 2. ELECTIONS AND RECALL FROM OFFICE
SECTION 1. ELECTIONS
A. Officers: Will be elected by the membership for a term of one year and take office at the beginning of the fiscal year.
B. Directors: Will be elected for a term of three years, on a staggered basis, so that one new Director will be elected each year and take office at the beginning of the fiscal year.
C. Nominating Committee: The President will in *October appoint a Chairperson of the Nominating Committee. This Chairperson will assemble a Nominating Committee and prepare a slate of Officers and Directors. Each nominee must be contacted and given consent before the Slate of Nominations is published or otherwise publicized. The Nominating Committee shall submit at least one and not more than two members names for each office. (*Note: This was originally November, but was voted on and changed to October at the meeting September 18, 2004)
D. Notice that elections will be held and published in the January and February newsletters. The Slate of Nominations will be published in the February newsletter. It is to be mailed at least two weeks before the February meeting.
E. Election: At the February meeting, the Nominating Committee will function to supervise the election. The slate of nominees will be presented to the membership at which time nominations from the floor will be solicited, and then elections held. Election will be by secret ballot for each officer in turn, and new nominations from the floor can be made at any time before the vote is formally called. Election will be in this order (1) President (2) Vice President (3) Recording Secretary (4) Corresponding Secretary (5) Treasurer (6) Director (7) Newsletter Editor (8) Director. The Nominating Committee will be responsible for collecting and counting ballots and informing the membership of the results of each vote.
F. Election: Will be by majority. A run off of two highest nominees, with one to receive a majority vote shall be elected.
G. New Officers and Directors will take office at the March meeting, or officially designated annual meeting. Between the February and March meeting the past President will call a joint meeting of old and new Officers and Directors for transfer of records and information.
SECTION 2. FILLING OF VACANCIES
A. If for some reason the President is unable to complete his term of office, the Vice President will fill out the term and a new Vice President will be elected.
B. In the event that any other Officer or Director for any reason cannot complete the term of office, the vacancy will be filled by an interim election.
D. For such election, nomination will be made form the floor at any regular or special meeting (prior notice to the membership not being required). Election will be from those nominated to the office by an affirmative vote of at least two thirds the members at that meeting.
SECTION 3. RECALL OF OFFICERS OR DIRECTORS
A. Officers may be recalled from office by action of the membership at a regular or special meeting. Any individual member in good standing may move a proposal for recall and if the proposal is passed by a two thirds vote of the members in good standing present at such meeting, recall will be initiated. The burden of proof of due cause is upon the individual initiating the proposal of recall.
B. In the event that a proposal of recall has been initiated as above, the Officer or Director in question will be notified in writing at least two weeks before a recall hearing is held, and such Officer or Director can respond as desired.
C. Hearing on recall will be held at a regular or special meeting after due notification as above. Recall action will be by a motion from the floor if approved by a two thirds vote of the members in good standing present at such a meeting.
D. If recall of an Officer of Director is made, then election to fill the vacancy will be held as detailed in Section 2.
BY-LAWS 3. MEETINGS
SECTION 1. MEMBERSHIP
A. Normally meetings will be held the *third Saturday of each month at 1:00pm. Place to be decided by the membership and due to the availability of meeting place. (*Note: This was originally the fourth Saturday, but was voted on and changed to read third Saturday at meeting held September 18, 2004)
B. Special membership meetings may be called by the President or by three members of the board. All members must be notified in writing 14 days before the meeting.
BY-LAWS 4. BOARD OF DIRECTORS
SECTION 1. MEETINGS
A. The Board of Directors shall meet at least quarterly (including the interim meetings after elections with the old Board).
B. Special Board meetings may be called by the President.
C. Quorum will be five of eight members, unless specified elsewhere in the By-Laws.
SECTION 2. BUDGET
At the beginning of the fiscal year the Finance Committee (chaired by the Treasurer) will present to the Board a proposed budget for the year. The Board will review the budget and recommend acceptance/or modification to the Finance Committee. Such budget will then be presented to the membership for approval at the next regular meeting.
Except as specified in the above budget, the Board will have to approve all non-recurring expenditures of over $25.00.
The Board will delegate to the President, Vice President and Treasurer the authority to sign checks in the name of the Association and all checks must be signed by any two of these officers.
SECTION 3. AUTHORITY
The Board may appoint one or more Board members to speak or act for the Association. The designated individual does not have to be the same at all times, but must keep the Board informed of all actions taken in the name of the Association and receive Board approval for commitments in the name of the Association, either financial or other.
SECTION 4. EMERGENCY
In an emergency where immediate action is required, members of the Board may be polled by telephone. In such case a two thirds affirmative vote of the total Board will be required to initiate action.
However, in general the Board is expected to perform its duties in consultation with the membership and is required to report all actions, especially telephone actions, at regular or special meetings or via the NEWSLETTER.