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This association shall be known as the AMERICAN MEAT GOAT ASSOCIATION and shall at all times be operated and conducted as a not-for-profit association. The purpose of this association shall be to promote meat goats as a viable source of long term, stable income in a diversified ranching operation and to establish a group-breeding plan for the improvement of meat goats. The principal place of business shall be Sonora, Texas. The board shall hire employees as deemed necessary by the Board of Directors to assist the Secretary/Treasurer to conduct the business of the Association. The board shall establish the hours, salary and written job description detailing duties and reporting relationship to the Secretary/Treasurer and Board of Directors. The Association colors shall be red and white. The logo of the association shall be in the form impressed hereon immediately below:
BY - LAWS
Article I Section 1. Any person who pledges himself to support and obey this Constitution and advance its objectives may become a member of this Association on payment of the appropriate sum of money thus designated by the Board of Directors. Section 2. Members of the Association shall be retained and expelled in accordance with such rules and regulations as the Board of Directors may, from time to time, adopt. In all matters governed by the vote of the members, each member eligible to vote and in attendance at the annual meeting shall be entitled to one vote.
Article II Section 1. The Board of Directors of this association shall consist of a President, Vice-President, Secretary/Treasurer, and six (6) other Directors. Two (2) of the six (6) director positions shall be restricted to non-Texas members. The Board of Directors shall elect its own officers annually, following the election of the Directors at the annual meeting. Section 2. The business and property of the Association shall be managed and controlled by the Board of Directors. Section 3. The rules affecting the optional certification of Billies shall be subject to change only by the Board of Directors.
Article III Section 1. The regular annual meeting of the members shall be held at such time and place as may be fixed by resolution of the Board of Directors for the purpose of electing directors and for the transaction of such other business as may be brought before the meeting.
Article IV Section 1. The election of all directors shall take place at the annual meeting. Each member eligible to vote and present shall be entitled to one vote. Voting shall be by secret ballot. No more than fifteen (15) nominees will be accepted from the floor, of which, nine (9) directors, who receive the nine (9) highest tallies, will be elected. Newly elected directors shall take office following the activities of the annual meeting, including the Billie sale. Section 2. Following the election the directors will draw lots for length of term, four (4) each for two (2) years and three (3) each for one (1) year. Thereafter all directors shall be elected for a term of two (2) years. Two (2) board positions shall be restricted to non-Texas members who reside in the forty-eight (48) contiguous states. The term shall be one (1) year, and if either or both position is not filled at the annual meeting it/they will remain open until the next annual meeting. Thereafter the positions shall be for a term of two (2) years.
Article V Section 1. In case of vacancy of any office, the Board of Directors shall have the power to fill such vacancy for a time not extending beyond the next annual meeting.
Article VI Section1. It shall be the duty of the President to preside at all meetings of the Association. He shall appoint such committees as are deemed necessary by the Association and shall be ex-officio member of all committees. He shall perform such other duties as usually pertain to his office.
Article VII Section 1. The Vice-President shall preside at all meeting of the Association in the absence of the President and, in such event he shall have the authority to perform the duties of the President. He shall assume the duties of the President in the event of vacancy in the office. The Vice-President is program chairman at each annual meeting.
Article VIII Section 1. The Secretary shall give due and proper notice of all meetings of the Association and shall record the proceedings of the same. All committee meeting records shall be kept by the Secretary and copies sent to the President, Vice-President, and each member of said committee. The Secretary shall have charge of all, if any, publications, subject to such rules and regulations as the Board of Directors of the Association may from time to time provide.
Article IX Section 1. The Treasurer shall receive all moneys and keep an accurate account thereof. All checks drawn on funds of the Association shall be signed in the name of the Association by the Treasurer. He shall make such reports of the receipts and disbursements and of his activity and in such form and manner as the Board of Directors may direct. He shall give a surety bond in an amount to be fixed by the Board of Directors but in no instance shall said bond be less than five thousand ($5,000.00) dollars. The accounts of the Treasurer shall be audited annually or at such times as the Board of Directors may direct. A copy of the report shall be supplied to each officer and director by the auditor.
Article X Section 1. Meetings of the Board of Directors shall be at such time and place as the Board may direct. The President may call a meeting of the Board at any time by giving ten (10) days written notice to each member of the Board, a majority of which shall constitute a quorum for the transaction of business. Section 2. Any Board member who misses more than two (2) Board of Directors meetings per calendar year may, at the discretion of the Directors, be removed from said Board. Section 3. In lieu of being physically present for Board of Director meetings, Directors who live more than three hundred (300) miles from the meeting place may fulfill Board Meeting attendance requirements via technology such as telephone or Internet, as deemed acceptable by the Board of Directors. However, all board members must physically attend the Annual Conference, Membership Meeting and Board Meeting.
Article XI Section 1. The Board of Directors shall have management of the affairs of the Association and shall exercise all such powers and do such acts as are usually done by a Board of Directors, subject at all times to the Association's Constitution and by-laws. It may adopt such board policies as are necessary for the transaction of its business.
Article XII Section 1. This Constitution and By-Laws may be amended at any annual meeting when the proposed amendment has been sent to all members two (2) weeks prior to the annual meeting. The approval of two-thirds of the members present at the annual meeting shall be required for the adoption of any amendment. Amended 6/18/2004 |
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