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SoJAA By-Laws

By Laws


State of Jefferson Alpaca Association


An Oregon Nonprofit Corporation


 


Article I - Name


               The name of this organization shall be State of Jefferson Alpaca Association (SOJAA).


Article II – Purpose


Section 1. The purpose of SOJAA is to unite the Alpaca breeders of Southwest Oregon and Northern California to promote alpacas within the area.  By bringing together the energies and talents of the areas alpaca breeders we will educate the public as to the benefits of alpaca ownership.  SOJAA will encourage members to breed only to ARI registered alpacas and sell only the progeny of two ARI registered alpacas and to sell only the progeny of two ARI registered parents.


Section 2 – Objectives.   The objectives of the State of Jefferson Alpaca Association are as follows:



  1. Join resources for mutual benefit in group purchasing and promotional activities.

  2. Develop a strong regional identity throughout North America.

  3. Promote an atmosphere of mutual respect and regional pride.

  4. Promote integrity, sincerity, honesty, and accuracy in all business dealing, avoiding   activity that                                         would discredit the Association.

  5. Provide a network of support for all Alpaca owners. 


Section 3 – Limitation:   The State of Jefferson Alpaca Association shall observe all local, State and Federal laws which apply to mutual benefit non-profit organization as defined in the Internal Revenue codes (501 © (3)). 


Article III – Membership


Section 1. - Eligibility:  Any person, association, corporation, partnership or estate having interest in the objective of the organization shall be eligible to apply for membership.


Section 2. Acceptance:  Applications for membership shall be in writing, on forms provided for that purpose, and signed by the applicant.  Acceptance of members shall be by the Board of Directors at any meeting thereof.  Any appl8cant so accepted shall become a member upon payment of the regularly scheduled membership dues as provided in Section 1 of Article IV.


Section 3. - Classes:  Membership shall be of two classes, Farm/Ranch and Associate.  All members must meet the stated requirements and pay the required annual membership fee for their category of membership.  Farm/Ranch membership carries full voting privileges (one vote per Farm/Ranch):  Associate membership carries no voting privileges.


Section 4. - Termination:  A Member may be terminated by a vote of 30 (thirty) percent of all the eligible Farm/Ranch members of the Association at any membership meeting whenever in its judgment the best interests of the Association would be served thereby.  If 30 (thirty) percent are not present, a majority of those present may reschedule the meeting or a mail ballot may be used.


Article IV Dues


Section 1.  Membership fees of members shall be a matter of policy, determined annually by the Board.


Section 2.  The fiscal year shall begin on January 1st and end on December 31st.  The annual dues shall be payable by February 1st of each year.  Dues will be considered past due if not received by March 30th.  Any member may be dropped from membership by the Board for nonpayment of dues after March 30th.


Article V – Government


Section 1.  The government of this organization, the direction of its activities and control of its property shall be vested in a Board composed of no less than five (5) directors, elected by voting members of the organization.


Section 2. The term of office of directors shall be two (2) years.  The SOJAA board is comprised of five (5) members, the election of three (3) directors will take place in even numbered years, and the remaining two (2) directors will be elected in odd numbered years. All expired terms shall be filled by election at the November meeting. Newly elected Directors shall begin their terms on January 1 of each year.


Section 3.  The Board may fill any vacancy on the board for the unexpired term (see Article IX, section 3).


Section 4.  The Board shall adopt rules and regulations not conflicting with Bylaws as may be necessary or expedient from time to time for the conduct of the government of the Association, its operation, the scope and duties of its committees, and the duties of its officers.  These rules and regulations shall be known as the Standing Rules.


Section 5.  The Board shall report annually at least once to the membership the affairs, business and transactions of the Association, including a statement of its income and expenditures.


Section 6.  The officers of the Board shall comprise the Executive Committee, which will have the responsibility for managing the routine business and financial affairs of the corporation.  The Executive Committee will meet as often as necessary to accomplish their objectives.


Article VI – Meetings


Section 1.  Annual Meeting.  The annual meeting of the Association shall be in November of each year at such time and place the Board shall designate.


Section 2.  General Meeting.  No action shall be taken at a General Membership meeting unless thirty percent (30%) of all eligible voting members are present.  Action on any matter may be taken at any annual meeting, but no action shall be taken at any special meeting on any matter except as shall have been clearly stated in the call of such meeting, with 15 day notice by mail to all members.


Section 3.  Special Meeting.  Special meetings of the Association membership may be called by the President when deemed advisable, or at the request of not less than 5 members of the Board, or at the written request of not less than 10 Farm/Ranch members in good standing.  All members will receive written notice 15 days prior to any special meeting.


Section 4.  Quorum.  Thirty (30) percent of all eligible Farm/Ranch members shall constitute a quorum.  If a quorum is not present, a majority of those present may reschedule the meeting or a mail ballot may be used to establish a quorum.


Article VII – Board of Directors


Section 1. -  Powers.  The Board shall have all powers conferred upon boards of not-for-profit corporations by the laws of the State of Oregon now or hereafter enacted.


Section 2. - Duties.  The Board shall, to the best of its ability, carry out the objectives of the Association and the actions duly adopted at Association meetings; shall uphold the Bylaws, and shall conduct its meetings and transact its business in an efficient, conscientious manner.


Section 3. – Quorum.  A majority of the Board shall constitute a quorum and no action shall be taken by the directors unless a quorum is present, except to adjourn to a time and place certain.


Section 4. - Voting.  A majority of those constituting a quorum shall be necessary to vote on an action, except as in Article VII Section 7.


Section 5. - Meetings.  Regular meetings of the Board shall be held in January and bi-monthly thereafter in March, May, July, September and November of each calendar year.  Special meetings of the Board may be called by the President on approval of not less than three (3) Directors and shall be called at such time and place, as three (3) Directors shall designate on not less than 48hour notice.


Section 6. - Failure to Attend Meetings.  A member of the Board of Directors who shall be absent from three (3) consecutive regular meetings of the Board of Directors shall automatically be dropped from membership on the Board, unless confined by illness or other absence approved by a majority vote of those voting at any meeting thereof.


Section 7. - Failure of Responsibility: By a seventy-five percent (75%) vote of the full Board of Directors, a Director who is determined not to be upholding the Objectives of the State of Jefferson Alpaca Association (Article II, Section 1) shall be dropped from membership on the Board.


Section 8. - Compensation.  Members of the Board of Directors shall not receive a salary for their services.


Section 9. - Recall of Board Member.  A Board member may be removed from office by two-thirds (2/3) affirmative vote of Farm/Ranch members present at a Regular Meeting or Special Meeting of the membership called for the purpose of a recall.  A petition to recall a Board Member must be signed by twenty percent (20%) of the Farm/Ranch membership and filed with the Board of Directors at least thirty (30) 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.


Article VIII – Officers


Section 1.  The officers of the Association shall consist of a President, Vice-President/Secretary and Treasurer.


Section 2. - President:  The President shall preside at all meetings of the Association and of the Board and shall perform all duties incidental to his/her office.  He/She shall be a member, ex-officio, of every committee.


Section 3. - Vice-President/Secretary:  In the absence of the President, the Vice-President/Secretary shall preside in his/her stead and perform his/her duties, However, in the absence of the president, the Vice President/Secretary shall not have the power to abrogate or annul any act of the President until or unless the majority of the Board at a regular meeting, or at a special meeting on notice stating the purpose thereof, shall so direct and shall have such duties as the Board may assign.  The Vice-President/Secretary shall oversee and take responsibility for minutes of all meetings of the Association and of the Board.


Section 4. - Treasurer:  The Treasurer shall oversee and take responsibility for all monies of the Association, permanent record keeping of same and disbursing such monies.  Funds shall only be deposited in such depository as directed by the Board.  The Treasurer shall make reports to the Board at the regularly scheduled meetings and submit a proposed annual budget at the beginning of the fiscal year, and an annual income and expense report to the membership at the end of the fiscal year. 


Section 5. – Two (2) Members at Large shall perform duties as assigned by the President.


Section 5.- Qualifications:  Only Farm/Ranch members in good standing shall be eligible to hold office for terms of two years. 


Article IX – Election of Directors and Officers


Section 1.  Three (3) directors shall be elected in even numbered years; the remaining two directors shall be elected in odd numbered years.  All directors are elected for two years. 


 Directors are elected in the following manner:



  1. 90 days prior to the annual meeting the President shall appoint a nominating committee from general membership of not less than three (3) nor more than five (5) Farm/Ranch members of the Association in good standing.

  2. This committee shall nominate Farm/Ranch members in good standing for the office of Director of the Association.  The nominating committee shall report these names to the Board not later than sixty (60) days prior to the annual meeting.

  3. The Board shall approve these Farm/Ranch members for the ballot.  Ballots will be printed and mailed to each member in good standing, setting forth the nominees by                name in alphabetical order.  Said ballots shall be due back to the Board on or before a date thirty (30) days before the annual meeting.

  4. The nominees receiving the largest number of votes shall be elected.  Only the ballots returned by the fixed date shall be counted.  The Vice President/Secretary and at least one member from the nominating committee shall certify the elected Directors to the membership and the Vice President/Secretary shall enter the results in the records.  In the event of incumbent Vice President/Secretary, the ballot count will be verified by an additional member of the nominating committee.

  5. Members shall be nominated to stand for a specific office. The offices are:

                                  PRESIDENT


                                  VICE-PRESIDENT/SECRETARY


                                  TREASURER


                                  MEMBER AT LARGE (Two (2) Board positions)


                                  Members cannot stand for more than one office. 



  6. If initially no eligible Farm/Ranch members are forthcoming at the time of the elections then existing board members may, at their sole discretion, mutually agree to reallocate.


Section 2.  In the event of any tie or controversy respecting an election, the President shall appoint a committee of five (5) Farm/Ranch members in good standing other than the nominating committee.  This committee shall meet and resolve such controversy or tie vote, as a majority, and the decision of such committee shall be final.


Section 3.  If a vacancy occurs during the year, new Board members may be appointed by a majority of Board members present at a regular Board meeting.  Such members shall fill the unexpired term of the member he or she is replacing. 


Article X – Committees


Section 1.  The Board shall establish all committees of the Association.


Section 2.  The Board shall appoint all committee chairs, and the committee chairs select their committee members.


Article XI – Limitation of Director Term


Section 1.  No Director shall serve more than two (2) consecutive terms, provided that after a lapse of one (1) year after the end of the second consecutive term such member shall again be eligible for the office of Director.  No two members of the same Farm/Ranch may serve concurrently as a Director.


Article X – Committees


Section 1.  The Board shall establish all committees of the Association.


Section 2.  The Board shall appoint all committee chairs, and the committee chairs select their committee members.


Article XII – Disbursement of Funds


Section 1.  No funds of the Association shall be disbursed except as dire need and approved by the Board, and no expenditure shall be directed, approved, authorized or incurred by the Board or any officer or agent of the Association for any purpose other than the legitimate expenses within the objectives and purposes of these Bylaws.  Checks written over $2,000 require two signatures.  The Board may not incur indebtedness for the Association of a single expenditure of $5,000 during any calendar year without obtaining approval of the majority of the members.


Article XIII – Books and Records


Section 1.  Records and the Right of Inspection.  The Association shall keep correct and complete books and records of account, shall keep minutes of the proceedings of meetings of its Members and Board of Directors and shall keep a record of the names and addresses of the Members entitled to vote.  All books and records of the Association may be inspected by any Member, or his agent or attorney, for any purpose at reasonable time with a reasonable notice.


Article XIV – Indemnification


Section 1.  The Association 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 Association) by reason of the fact that he/she is or was an Officer, employee or Agent of the Association, or is or was serving at the request of the Association as an Officer, employee or Agent of another corporation, against expenses (including Attorney fees), judgments, fines and amounts paid in settlement actually and reasonable incurred by him in connection with such action, suit or proceeding if he/she acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Association, 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 “no lo contend ere” 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 Association, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.


Article XV – Dissolution


Section 1.  Decision To Dissolve.  The Dissolution of the Association may be proposed by a petition signed by thirty percent (30%) of the Membership of the Association.  The Dissolution of the Association may be authorized at a meeting of the Membership upon the adoption of a resolution to dissolve by two- thirds (2/3) affirmative vote, including votes cast by mail, of all the Farm/Ranch Members.  Notice that such business is one of the purposes of the Membership Meeting shall be given in advance to Members in the same time and manner as provided for Notice of Meetings.  A copy of any recommendation the Board of Directors may wish to make on the proposed dissolution shall accompany the notice of Meeting. 


Section  2. Payment:  Of Liabilities And Distribution Of Assets.  Upon dissolution all liabilities and obligations of the Association shall be paid, satisfied and discharged, or adequate provisions shall be made 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 the Internal Revenue code (501 © (3)).  The specific organizations shall be chosen by the Board of Directors at the time of dissolution.


Article XVI – Amendments


Section 1. - Procedure.  Amendments to the Bylaws may be proposed by a petition signed by twenty percent (20%) of Farm/Ranch members in good standing or by the majority vote of the Board.  The Bylaws may be amended by two-thirds (2/3) affirmative vote, including votes cast by mail of Farm/Ranch members.  Notice that such business is one of the purposes of the Membership Meeting shall be given in advance to Members in the same time and manner as provided for in Article VI, Section 2.  A copy of any proposed amendment, including any recommendation the Board may wish to make on the amendment, shall accompany the notice of the meeting.


Section 2. - Amendment of the Bylaws.  Any proposed amendment of the Bylaws shall be submitted to the Board not less than sixty (60) days before the November meeting.


Section 3. - Construction and Meaning of the Bylaws.  On all questions as to the construction and meaning of these Bylaws and the rules of the Corporation, the decision of the Board of Directors is final unless rescinded by a vote of the members provided in these bylaws.


Section 4. - Rules for Conduct of Corporation Business.  The rules contained in the current edition of Robert's Rules of Order (New Revised) shall govern the conduct of all Corporation business in all cases to which they are applicable and in which they are not inconsistent with the Bylaws