BY-LAWSof theAMERICAN GOAT SOCIETY, INC.
ARTICLE I
NAME
NAME. The name of this organization shall be the American Goat Society, Inc. and shall also be known by the initials AGS.
ARTICLE II
PURPOSE
& SCOPE
Section 1. PURPOSE. The purposes of this organization shall be to promote the breeding and improvement of the Purebred Dairy Goat; to disseminate information on goat milk and its by-products; and to establish, maintain and publish pedigrees and other records.
Section 2. LOCATION. The home office of this organization shall be determined by the Board of Directors.
Section 3. TERRITORY. The territorial scope of the American Goat Society, Inc. shall be worldwide.
ARTICLE III
MEMBERSHIP
Section 1. MEMBERSHIP. This corporation shall be a membership corporation. Members may be individual, family, or junior. An individual who submits an application for membership to the corporation and pays dues may become a member. All members shall be entitled to pay member prices for transactions regarding their goats. Honorary members may be appointed by the Board, with approval of the membership, for outstanding service rendered to the corporation.
a. Individual members may be regular, life or honorary. Each individual member shall have one vote. Regular and life members may serve on the Board. Individual member dues shall be discounted for seniors, according to policy set by the Board.
b. Family members shall register all goats under one herd name. Any member of the family may register animals and represent the family when showing goats. They shall be entitled to only one vote and only one family representative may serve on the Board.
c. Junior members (under 18 years) shall have no vote and may not serve on the Board.
d. A qualified voting member shall be an adult who has paid dues no later than the last day of the month prior to the date of the vote.
Section 2. REPRESENTATION AFTER DEATH OF MEMBER. After the death of a member, the personal representative or the administrator of his or her estate shall have the right to register and transfer animals for a period of twelve months upon the same terms and conditions as the member.
Section 3. ANNUAL MEETING. The annual meeting of the members shall be held each calendar year a time and place designated by the Board of Directors. In the event the Board of Directors does not designate a time or place on or before January 1 of each year, the President shall do so.
Section 4. SPECIAL MEETINGS. Special meetings of the members may be called by the President, the Board of Directors, or 10% or more of members entitled to cast a vote.
Section 5. NOTICE OF MEETINGS. Written notice of meetings shall be sent to each member, at their last known address, at least thirty days in advance. The notice shall contain any proposed change in the Bylaws. In the case of special meetings, the purpose(s) for which the meeting is called shall be contained in the notice.
Section 6. MANNER OF VOTING. At all meetings, members may take part in person only. The manner of voting shall be by ballot unless otherwise determined by the members present. There shall be no proxy voting.
Voting on issues referred by the Board to the membership may be by U.S. mail. Passage of such issues shall require an affirmative vote of a majority of all eligible members voting, except as prescribed in Article VII, Amendments to Bylaws. Voting by mail shall be according to the procedure developed by the Board of Directors.
Section 7. QUORUM. Fifteen members present shall constitute a quorum at any annual meeting of members.
Section 8. TERMINATION OF MEMBERSHIP. The Board shall promptly investigate any allegations, by a member in good standing, of (1) written, willful misrepresentation in regard to a goat related issue, or (2) an act derogatory to the standing of the Organization. The Board of Directors may terminate the membership, by an affirmative two-thirds vote of the Directors then in office, by postal ballot or at a meeting of the corporation, after giving the member at least 30 days written notice, by registered mail, of the termination and reasons for the termination. The notice shall give the member an opportunity to be heard by the Board, orally or in writing, no less than five days before the effective date of the termination. The decision of the Board shall be final and shall not be reviewable by any court.
ARTICLE
IV
BOARD OF DIRECTORS
Section 1. POWERS. The affairs of the corporation shall be managed by the Board of Directors.
Section
2. NUMBER. The Board of Directors shall consist of
thirteen (13) directors.
Section 3. ELECTION AND TERM. Directors shall be elected annually by postal ballot by the membership. The terms of service shall be as follows: District Directors from each of five (5) electoral districts shall serve for two (2) years, with half elected each year. Three (3) Directors-at-Large shall serve for three (3) years, with one (1) elected each year.
Section 4. QUALIFICATIONS. Candidates for office of Director shall be selected from the general membership. All nominees must be current with membership dues as of January 1 of the election year to be eligible for nomination. They must also have been a member in good standing for at least three (3) consecutive years prior to the nomination. No paid employee of the Society shall be eligible to hold office as a Director.
Section 5. VACANCIES. Vacancies
occurring on the Board shall be filled by an affirmative vote of a majority
of the remaining directors, though less than a quorum of the board of directors.
A Director elected to fill a vacancy shall be elected for the unexpired term
of his/her predecessor.
Section 6. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held annually immediately prior to the general membership meeting.
Section 7. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be called by the President, or if the President fails to call a meeting, upon the request of five Directors. Special meetings shall be require at least fourteen (14) days written notice.
Section 8. MEETING AND BALLOTING BY TELECOMMUNICATION. Any action of the Board of Directors may be taken by telephone or telecommunications. : Any special meeting of the Board of Directors may be held by telephone or other telecommunications, as long as all Directors can communicate with each other.
Section 9. POSTAL BALLOTING. Board action by postal ballots is permitted. Postal ballots may be by USPS, facsimile or electronic mail. A postal ballot may be presented by the President. In the event the President declines to bring a proposition to the Board, the President, upon receiving a request from five (5) Directors to submit to the Board a proposition, must detail the subject matter, providing a copy to every member of the Board of Directors, who will cast their vote for or against the subject being considered. Each Director will return his vote to the President within fourteen days. The President within fourteen days following will inform each Director of the results, giving total votes cast for, as well as against, the proposition, identifying individual votes. After informing the Directors of the results of the voting, the President shall forward all papers to the Secretary, who shall make proper note in the records. Unless otherwise stated in the ballot, all actions shall take effect 14 days after close of voting.
Section
10. QUORUM. Seven (7) members of the Board of Directors
shall constitute a quorum for the transaction of business of a meeting of
the Board. An action of a majority of the quorum shall be official. In the
event a quorum cannot be reached at an annual Board meeting, any action taken,
by a majority of those present, must be individually ratified by a majority
of the full Board, via postal ballot, before it becomes official.
Section 11. REFERUNDUM. Any action of the Board of Directors may be submitted to a referendum vote of the membership at large and rescinded by a two-thirds majority of the votes cast. A petition for referendum must be signed by twenty members from each district. The Secretary shall submit ballots to the membership on the question, and the President shall appoint a committee to count the vote and announce results.
Section 12. REMOVAL OF A DIRECTOR. A director may be removed from the
Board, with cause, by the members. If
the director was elected to office, removal requires an affirmative vote equal
to the vote necessary to elect the director.
Section
13. ASSUMPTION OF DUTIES. All members of the Board of Directors
as were elected shall assume their duties just prior to the beginning of the
Board meeting following their election.
Section 14. STANDARD OF CONDUCT FOR DIRECTORS.
A director shall discharge the director's
duties, including the director's duties as a member of a committee, in good
faith, with ordinary care, and in a manner the director reasonably believes
to be in the best interest of the corporation.
Section 15. NOTES OF INDEBTEDNESS. No officer or member, acting as an individual, shall sign any notes or other evidence of indebtedness in the name of the Organization.
Section 16. NOMINATIONS AND METHODS OF ELECTION.
The President shall appoint an Election/Nomination Committee of three
(3) members who are not up for re-election to the Board. This committee will
be responsible for ensuring that a nomination form is available to all qualified
voting members to indicate their choices for candidates. This committee shall
also make necessary investigations to ensure the nominated candidates will
accept the office if elected. The final ballot will include the two nominees
with the highest number of nominations for each open position, if at least
two are available, and a space for write-in candidates. If any nominated person
declines the nomination, the Committee shall contact the next person nominated,
in order of nominations from highest to lowest.
The Election/Nomination Committee shall ensure that the ballot is prepared
in accordance with the procedure determined by the Board of Directors. All
qualified voting members may vote for Directors-at-Large. Only qualified voting members of a district
may vote for District Directors.
Section 17. HONORARY TITLES. The Board of Directors, by majority vote, may give a retiring Board member the honorary title Director Emeritus. The Board, by majority vote, may also give a judge who has served for 25 or more years for AGS the honorary title Judge Emeritus.
ARTICLE
V
COMMITTEES
Section 1. TYPES OF COMMITTEES. The Board of Directors may establish standing or special committees as it deems necessary and desirable. Such committees may exercise functions of the Board of Directors or may be advisory committees, as determined by the Board.
Section 2. COMMITTEES EXERCISING BOARD FUNCTIONS. A committee that exercises
a function of the Board of Directors, if any, shall be composed of two or
more individuals, the majority of whom are Directors, determined by resolution
adopted by a majority of Directors then in office. The designation
of such committees and the delegation of authority to them shall not relieve
the director(s) of any responsibility imposed by law. A non-director who becomes a member of any such committee shall
have the same responsibility with respect to such committee as a director
who is a member.
ARTICLE
VI
OFFICERS
Section 1. TITLES. The officers of this corporation shall be a President, Vice-President, Secretary and Treasurer.
Section 2. ELECTION. The Board of Directors shall elect the officers to serve one year terms. An officer may be re-elected without limitation on the number of terms the officer may serve.
Section 3. VACANCY. A vacancy of any office shall be filled not later than forty five (45) days following the vacancy.
Section 4. PRESIDENT. The President shall be the chief officer of the corporation and shall act as Chair of the Board. The President shall have other powers and duties as may be prescribed by the Board. The President shall be an ex-officio member of all committees.
Section 5. VICE-PRESIDENT. The Vice President shall perform the duties of the President in his or her absence, or inability, or refusal to act in official capacity, or upon request of the President.
Section 6. SECRETARY. The Secretary shall have overall responsibility for all recordkeeping. The Secretary shall perform, or cause to be performed, the following duties:
a. official recording of the minutes of all proceedings of the Board of Directors and member meetings and actions;
b. provision for notice of all meetings of the Board of Directors and members;
c. authentication of records of the corporation
d. maintaining current and accurate membership lists; and
e. other duties as may be prescribed by the Board of Directors. Serve as presiding officer in the absence of both the President and vice president
Section 7. TREASURER. The Treasurer shall have overall responsibility for all corporate funds. The Treasurer shall perform, or cause to be performed, the following duties:
a. keeping of full and accurate accounts of all financial records of the corporation;
b. deposit of all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors;
c. disbursement of all funds when proper to do so;
d. making financial reports as to the financial condition of the corporation to the Board of Directors; and other duties as may be prescribed by the Board of Directors.
ARTICLE
VII
AMENDMENTS
TO BYLAWS
The Board of Directors shall bring amendments or new bylaws to the members for approval. Prior to adoption of amendment(s), the Board of Directors shall present the amendment(s) at the annual meeting of members for open discussion. After the meeting, the amendment(s) shall be mailed to all members, together with a summary of the discussions by the members present and a ballot. Passage of amendment(s) shall require an affirmative vote of a two thirds (2/3) of all eligible members voting. Voting by mail shall be according to the procedure developed by the Board of Directors.
ARTICLE
VIII
INDEMNIFICATION
This corporation will indemnify its Directors and Officers to the fullest extent allowed by Texas law.
ARTICLE
IX
MISCELLANEOUS
PROVISIONS
Section 1. PARLIAMENTARY PROCEDURE. On questions of Parliamentary Procedure on which the American Goat Society Articles of Incorporation and Bylaws are silent, the latest edition of Robert’s Rules of Order shall govern.
Section 2. REDISTRICTING. Redistricting shall be done not more often than every three years and only if there is more than a 20% difference in the number of any two or more Districts. Proposal for redistricting shall be presented to the Board, by the three Directors-at-Large serving as a committee for the purpose. Any redistricting plan shall be approved at the annual Board meeting and will become effective immediately. Each state in its entirety shall be placed in a given district. The membership of each district shall be approximately equal to that of the others. No gerrymandering of lines shall be permitted. No Director’s term shall be shortened by virtue of his residence’s being moved to another district in the process of redistricting, and no additional Directors shall be elected or chosen by virtue of redistricting.
Section 3. AUDIT OF ACCOUNTS. The accounts of the Organization shall be audited annually by a Certified Public Accountant selected by the Board of Directors, or by a committee appointed by the Board. Such audit shall include an inventory of all the property belonging to the Organization, and a report of the financial condition of the Society including, but not limited to, balance sheet and profit and loss statement. Such audit and inventory shall be submitted to the Secretary, the Treasurer and to the Board of Directors at least 30 days prior to the annual meeting.
BOARD
MEMBER CODE OF ETHICS
As
an AGS Board Member, I Will:
Listen carefully to my teammates.
Respect the opinions of my fellow board members.
Respect and support the majority decision of the board.
Keep well-informed of developments relevant to issues that may come before the board.
Participate actively in board meetings and actions.
Bring to the attention of the board any issues that I believe will have an adverse effect on AGS.
Refer complaints to the proper level.
Recognize that my job is to ensure that AGS is well-managed, not to manage AGS.
Consider myself a “trustee” of AGS and do my best to ensure that it is well-maintained, financially secure, growing and always operating in the best interests of the membership.
Always work to learn how to do my job better.
Declare conflicts of interest between my personal life and my position on the board, and abstain from voting when appropriate.
As
an AGS Board Member, I Will Not:
Criticize fellow board members or their opinions, in or out of the board room.
Use AGS for my personal advantage or that of my friends or relatives.
Take action that could benefit me personally at the unwarranted expense of AGS, avoiding even the appearance of a conflict of interest.
Discuss the confidential proceedings of the board, including discussion on the AGS Board e-mail discussion list, with others.
Promise how I will vote on any issue before a meeting.
Interfere with the duties of the Office Manager.
LEGAL
STATEMENT
In the event of a lawsuit by an AGS member
against AGS where AGS prevails, or the case is dismissed, that member shall
be responsible for reimbursement to AGS for all related costs, including attorney
fees and court costs. In such cases, all AGS privileges shall be suspended
until such reimbursement is paid in full. Failure to reimburse AGS within
60 days after a dismissal of the case or decision in favor of AGS shall be
grounds for permanent revocation of membership. (BOD 2006)
AGS members are welcome to use the AGS logo on their web pages either as a link to the AGS web site or just to indicate that they are members of AGS. Members shall be prohibited from using the AGS logo as an endorsement of any product or service. Use of the AGS logo does not constitute an endorsement of any farm or breeder by AGS. AGS reserves the right to limit the use of our logo as determined by the Board of Directors. (BOD 2006)
Although you will often see references to the AGS ‘logo’, there are in fact two distinct AGS ‘logos’ currently in use. One logo consists of a Swiss type dairy goat standing on the circled initials ‘AGS’. The other logo is similar to the first with the exception that it includes a Nubian dairy goat in place of the Swiss animal. Both of these current logo’s along with the older version from which they were derived are the property of the American Goat Society, Inc.
The American Goat Society is divided into five districts in the United States, Canada, Mexico, and other areas that provide members. Each district is allotted two Directors to represent members from that district at annual meetings and in decision-making. Three Directors-at-Large also sit on the Board.
These districts are divided based on membership numbers in order to provide a more equitable balance of districts.
Please click here for a map of the Directorial Districts