Bylaws of the Great Lakes Alpaca Association
A Wisconsin Non-Profit Corporation
ARTICLE I – REGISTERED OFFICE AND REGISTERED AGENT
The registered office of the Corporation shall be located in the State of Wisconsin 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 Wisconsin unless a later date is specified.
ARTICLE II – PURPOSE
The purpose of the Great Lakes Alpaca Association (“The Association”) shall include, but not be limited to, the following:
1. To promote public awareness of and interest in alpacas and their fiber and related business interests.
2. To promote the growth of the alpaca industry in the areas of the Great Lakes Region where member farms are concentrated.
3. To serve as an industry and marketing group to promote and protect the collective economic and legal interests of the Association’s members.
4. To sponsor at least annually at least three shows within the region which shall be open to the public and which further the purposes of the Corporation and provides the Members and other participants with the opportunity to share with each other their ideas, encouragement, knowledge and companionship.
ARTICLE III – MEMBERSHIP
Any person or organization interested in the purposes of the Association may become a Member.
A Membership in the Association will be granted upon on-line application and/or by sending a printed application and payment (as set by the Board of Directors) to the Treasurer of the Association. Each Member shall have a single vote in all matters submitted to a vote of the Membership.
ARTICLE IV – MEETINGS OF THE MEMBERS
There shall be one meeting of the Membership called by the Board of Directors, which shall be the Annual Meeting. At the Annual Meeting the Members shall transact such business as shall properly come before them, including the election of Directors as provided in Article V. The Annual Meeting shall take place annually at a location set by the Board of Directors. The meeting shall be open to the Membership for the purpose of allowing Directors, Officers and Members an opportunity to discuss issues of importance to the Association.
A quorum for the transaction of any business of the Members shall consist of a majority of the Members.
For purposes of establishing a quorum, any electronic mail ballot or mail ballot duly certified shall be considered as if the Member were present. If a quorum is not present, a majority of the Members present may adjourn the meeting to a certain time without further notice. A majority of the Members present or voting by mail or by electronic mail on a matter at a meeting at which a quorum is present shall be necessary for the adoption of the matter being voted on unless a greater proportion is required by law or the By-Laws. If a matter on the agenda of a Meeting is submitted to Members, and provision made for voting by mail or electronic mail, a Member may vote by mailing his ballot to the Secretary or other designated person. No vote shall be counted unless postmarked/sent by a date set by the Board of Directors which date shall be indicated on the ballot or email announcement.
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 twenty (20) percent of the Members.
Written notice stating the place, day and time of any meeting of the Membership shall be delivered by a method to be selected by the Board of Directors to each Member having voting rights not less than twenty (20) days 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 consisting of five (5) Directors. Directors must be Full Members in good standing in the Association.
Each Member elected as a Director shall serve a two-year term. Any vacancy occurring in any Directorship shall be filled by the remaining Directors 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 only, two Directors will serve a single year term or less only so that in all subsequent years the terms of all Directors will be staggered. Nothing shall prohibit a Director from being elected to subsequent terms if the Membership so votes.
Meetings of the Board of Directors may be called at the request of any three Directors. Special meeting by means of telephonic or electronic 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 or by electronic mail at least seventy-two (72) hours in advance of the meeting or by written hard copy 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 lawfully called nor convened. The purpose of the meeting shall be specified in the notice.
A quorum for the transaction of any business shall consist of four (4) Directors.
Absent 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 service. 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 two-thirds (2/3) 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 twenty (20) 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 (6O) 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.
ARTICLE VI – OFFICERS
The Officers of the Association shall be a President, Vice-President, Secretary, Treasurer and one At-Large Director, all of whom shall be Directors. The Officers shall be elected by the Directors by secret ballot.
The President shall, subject to the direction and supervision of the Board, be the chief executive officer of the Corporation 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 all the restrictions upon the President.
The Secretary shall keep the minutes of the meetings of the Board of Directors and General Membership Meetings in one or more forms of media 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.
When a Director is removed as provided in these By-Laws, that Director shall also automatically be removed as an Officer.
ARTICLE VII – NOMINATION AND ELECTION PROCEDURES FOR BOARD OF TRUSTEES, DIRECTORS AND OFFICERS
The Board of Directors and the President shall provide for the appointment, at least six (6) months before the annual meeting of three (3) Members of the Corporation none of whom shall be a Director, to constitute a Nomination Committee. The Committee shall actively recruit and nominate candidates for election as Directors for the ensuing terms. The Nominating Committee shall recruit and nominate at least one (1) candidate for each vacancy of the Board. They shall prepare the ballots and mail/email them to all Members entitled to vote.
Three (3) or more Members in good standing of the Association may nominate one (1) or more candidates for Director (s) by a petition delivered to the Nomination Committee not less than eighty (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 forty-five (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 thirty (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.
The Directors may appoint an Independent Inspector of Elections, who shall supervise, count the ballots, 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 the Secretary of the Corporation is not standing for election, the 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 (30) days before the Annual Meeting, a ballot containing the names of the nominees shall be mailed 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 VIII – 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 end 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 take 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.
One (1) Member of each committee shall be appointed Chairperson by the Board of Directors.
Vacancies in the Membership of any Committee may be filled by appointments made in the same manner as provided for in the case of the original appointments.
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 IX – 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 majority vote of the Board. Once the annual assessment is approved, each Member’s share shall be billed on the following December 1st and due on the following January 30th. If paid after the 30th of January, a late fee of not more than 10% may be imposed.
As necessary, The Board of Directors may propose budgets for special projects not in the annual budget. Upon Board approval by a majority vote, special assessments shall be due within thirty (30) days.
Overdue assessments shall result in the suspension of membership within ten (1O) days after notice from the Treasurer.
ARTICLE X – MISCELLANEOUS PROVISIONS
Records and Right of Inspection: The Corporation shall keep correct and complete books, paper records, and electronic records of account and shall also keep minutes of the proceedings of its Member 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.
Budget: The Board shall cause to be created an Annual Budget for operation of the corporation which after approval by the Board shall be available to the Members at the Annual meeting.
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 two-thirds (2/3) vote of the Members entitled to 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 labor, agricultural or horticultural organizations and that have established tax exempt status under 501 (c)(5) of the Internal Revenue Code. The specific organizations 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 greater than fifty percent (>50%) affirmative vote, including votes cast by mail, and by electronic mail of all the Members entitled to vote. Amendments to the By-Laws may be proposed by a petition signed by twenty (20) percent 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 (6O) days before the Annual Meeting.
ARTICLE Xl. – LOANS
The Corporation may not lend money to or guarantee the obligation of a Director of the Corporation.
ARTICLE XII. – 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 XIII. – INDEMNIFICATION OF TRUSTEES/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 then 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.
Adopted by the current Board of Directors on January 28, 2008