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By-Laws amended and adopted at Annual General Meeting
October 13, 2001
|Article I||Membership Classes||Article VI||Executive Director|
|Article II||General Meetings||Article VII||Debts|
|Article III||Government||Article VIII||Discipline, Suspension, Expulsion|
|Article IV||Council||Article IX||Amendment of Bylaws|
(1) Vested Life Membership – Life members under any prior Article,
By-Laws and Rules of the Society shall be considered ‘Vested Life
Members’ after September 30, 1987. No additional Vested Life Memberships
will be issued after that date.
(2) Life Memberships may be issued to individuals, partnerships or corporations.
(3) Regular memberships may be issued to individuals, partnerships or corporations. Such memberships shall be assessed annual dues in an amount to be determined by Council.
(4) Junior Membership – A Junior member shall be an individual under the age of twenty-one (21) and may be assessed annual dues as determined by Council. A Junior member shall have no voting rights and the privileges of membership shall cease on the year following his or her (21st) birthday unless converted to a Regular membership.
(5) Associate Membership -- An individual, partnership, corporation or other entity having an interest in the furtherance of the Belted Galloway Society and its activities may become an Associate member. Such members shall receive mailings but have neither the right to vote nor the right to register/record.
(6) Honorary Membership – Council shall have the power to grant such Honorary memberships as it may from time to time deem appropriate. Such Honorary members shall have neither the right to vote nor the right to register animals.
B. Privileges of Membership.
(1) Registration/recordation of animals: Life, Regular and Junior members shall be eligible to register and/or record animals in the Herd Book and the Appendix of the Society.
(2) Voting rights: Life and Regular members are eligible to vote on all matters to come before any meeting of the membership of the Society.
C. Membership Classification.
(1) Active: Regular, Associate and Junior members shall be considered active if they have paid annual dues in the current calendar year.
(2) Inactive: Regular, Associate or Junior members shall be considered inactive if they have failed to pay all appropriate membership fees when due. They may be reinstated upon payment of all fees due.
D. Application for Membership
Applications for membership shall be made to the Canadian Livestock Records Corporation on behalf of the Society on the form prescribed by Council. The Council shall have the power to accept or reject applications for memberships, fix fees and establish rules covering the rights and privileges of each class of members.
E. As a condition of membership in the Society, each member shall agree to abide by the provisions of these By-Laws and the Rules of the Society.
Annual General Meeting: An Annual General Meeting of the members of the Society shall be held during the last four months of the year at a time and place selected and declared by the President or majority resolution of the Council and called by the Secretary at least fifteen days previous to the meeting.
Special General Meetings: special General Meetings of the membership of the Society may be called by the President or when Council, by majority resolution, directs the Secretary to call such meetings. Such Special Meetings shall be held at such time and place as designated by the President or Council resolution. Notices of such Special Meetings shall be mailed to all Active members at least fifteen days prior to Special Meetings, and only business specified in such notices shall be acted upon.
Voting: Each Active member (except Junior members) of the Society (whether an individual, a partnership, or a corporation) shall be entitled to one vote. No proxies may be given.
A member may cast his vote in person at any Annual or Special Meeting on any item of business requiring a vote by the general membership. Any member may also record his vote in absentia for the election of Council and for or against any proposed amendment to these By-Laws. Any vote cast in absentia shall be recorded on a ballot to be directed to the general membership so as to be received no less than thirty (30) days prior to the scheduled vote. Said ballot or a reasonable facsimile thereof shall bear the original signature of the member and shall be directed to the office of the Secretary of the Society by U.S. Mail on or before the deadline date proscribed on the official ballot. Any ballot received which is not in strict compliance with provisions of this paragraph will be disregarded.
Procedures: The proceedings of all meetings shall be conducted under Roberts' Rules of Order, except that the Council shall have the power to establish additional procedures from time to time for the conduct of elections and other business at General Meetings consistent with the Articles and By-Laws of the Society.
Quorum: an aggregation of five (5) percent of the members of the Society, meeting in response to a notice of a General or Special Meeting of members duly called, shall constitute a quorum. No business shall be transacted at any General or Special Meeting of members unless a quorum is present.
Election of Council Members: At each Annual General Meeting the members present and constituting a quorum, along with those members recording their votes in absentia, shall elect three (3) Council members for a term of two (2) years each.
The members shall also elect by separate ballot a Council member to fill each unexpired term which may exist on the Council. Six Council members shall be elected beginning at the 1987 Annual Meeting. The Council members so elected shall immediately draw lots for the length of term each member shall serve, and the results of such drawing shall be recorded in the Minutes of the meeting. At such drawing three (3) members shall be awarded terms of one (1) year and three (3) members shall be awarded terms of two (2) years.
No Council member shall be eligible for election for more than two (2) full successive terms. However, a President or Council member completing the unexpired portion of the term of a former President or Council member shall not be deemed to have served a full elected term within the meaning of this section. Only Active Life or Regular members shall be eligible for election as a member of the Council.
Nominating Committee: There shall be a Nominating Committee consisting of the last three (3) Past Presidents of the Society, the Past President who has just served as President shall be Chairman. If any of the last three Past Presidents are unwilling or unable to serve on the Committee, or is not an Active member owning cattle recorded by the Society, the President shall appoint an active member owning cattle recorded by the Society to serve in their stead.
It shall be the duty of the Nominating Committee to propose to the general membership those candidates deemed by the Committee to be qualified, capable and willing to serve the Society as members of its Council. The Nominating Committee shall make its report in writing to the President no less than sixty (60) days prior to the Annual Meeting. The President will direct the Secretary to prepare an official ballot including the names recommended by the Nominating Committee. The official ballot shall make provision for members voting in absentia to ‘write in’ their choice for any other qualified member. Thereafter, the official ballot shall be directed to the general membership to be received no less than thirty (30) days prior to the General Meeting. Nominations from the floor may be made at the General Meeting.
The Nominating Committee shall also propose to Council those members of Council deemed to be qualified, competent and willing to serve as President and Vice President of the Society. The report shall be directed to the President no less than thirty (30) days prior to the Annual Meeting of Council. The President shall direct the Secretary of the Society to forward copies of the Nominating Committee recommendations to each Council member no less than fifteen (15) days prior to the Annual Meeting.
Order of Business: The Order of Business at the Annual General Meeting
shall be as follows:
1. Call to order.
2. Roll call.
3. Reading and approval of Minutes of preceding meeting.
4. Report of Secretary and/or Treasurer.
5. Report of Committees.
6. Other reports-Presidents report. Council activities, etc.
7. Unfinished business.
8. New business.
9. Election of a Council member to fill each unexpired term which was not filled by an interim appointment made by the Council.
10. Election of three Council members for terms of two years each.
11. Council Report on Election of Officers.
The Society shall be governed by a Council elected by its members and by a President and a Vice President elected by the Council. The Council shall manage the property, affairs and business of the Society.
The Council shall have the power to establish Rules and Regulations for the conduct of the members of the Society and for the conduct of the affairs of the Society consistent with the provisions of these By-Laws. The Council shall have the authority to engage an Executive Director to assist the Council in the management of the property, affairs, and business: however, the Executive Director shall not serve in any other office.
If a Council member during his/her term of office shall disperse his/her herd and cease to be an active breeder of cattle registered or recorded by the Society, or shall fail to attend meetings, or otherwise fail to perform the duties of a council member, the Council may, after appropriate notice to such Council member, remove him/her from office and declare a vacancy.
If a vacancy develops in the Council because of death, resignation, or action taken in accordance with the preceding paragraph, it may be filled by interim appointment by the Council for the unexpired portion of the term if less than one year remains, or by appointment until election at the next Annual General Meeting of members.
When a vacancy shall occur in the office of President or Vice-President, the Council may fill such office by appointment for the balance of the unexpired term.
There shall be no provision in these By-Laws for cumulative voting or voting by proxy.
All terms of office for officers and members of the Council commence on January 1 next after their election, except that in the case of an election to fill a vacancy such term shall begin immediately upon election. All officers and members of the Council shall serve until their successors are elected and qualified.
The Council, of which a majority shall constitute a quorum, shall hold its Annual Meeting at such place as may be designated for the Annual General Meeting.
At the Annual Meeting of the Council, the Council shall each year elect from its membership a President and a Vice President. In addition, the Council shall elect a Secretary and a Treasurer, or a Secretary/Treasurer. The Secretary and the Treasurer or the Secretary/Treasurer shall not be members of the Council.
Regular meetings of the Council shall be held on dates to be determined by the Council.
Special meetings of the Council may be called by the President, or at the request of four Council members.
The President may, from time to time, appoint Standing or Special Coinmittees, which may include non-members of the Council. Standing or Special Committees appointed by the President shall be charged with and limited to such responsibilities as the President shall specify. The President may upon recommendation of Council authorize formation of a foundation to support such purposes as may be proposed.Notice of the composition of any Nominating Committee appointed by the President shall be included in the official notice of the Annual General Meeting sent to the membership.
The officers of the Society shall consist of a President, Vice-President, a Secretary, a Treasurer or a Secretary/Treasurer elected by Council at its Annual Meeting. Only active life or regular members as provided by Article I shall be eligible as President or Vice President.
President: The President of the Society shall preside at the Annual General Meeting and all meetings of the Council and shall maintain general supervision of the affairs of the Society, report to the Annual General Meeting, make such suggestions to the membership of the Society as he/she may deem advisable, and perform the duties which usually and generally pertain to the office of the President. The President shall be a member of the Council; he/she shall have a vote in the Council only in the case of a tie.
Vice-President: The Vice-President shall, in the absence of the President, preside at the Annual General Meeting of the members and meetings of the Council. The Vice-President shall succeed to the office of the President in the case of the death, resignation, removal or incapacity of the President. The Vice-President shall be a member of the Council.
Secretary: The Secretary shall act as the chief administrative officer of the Society subject to the authority of the Council. The Secretary shall keep exact Minutes of General Meetings and Council Meetings; In the performance of his/her duties the Secretary is authorized to expend such sums of money as the Council from time to time shall appropriate for carrying on the business of the Society, and he/she shall keep an accurate account in detail of all moneys received and paid out by him/her.
Treasurer: The Treasurer shall be the custodian of the cash funds and securities of the Society and shall deposit, invest, and disburse such funds as the Council may determine.
Secretary/Treasurer: In the event the offices of Secretary and Treasurer are combined, the holder thereof shall perform the duties and exercise the responsibilities of both offices as set out above.
Compensation of Officers: the officers of the Society shall receive such compensation as fixed by the Council. The President and Vice-President shall serve without compensation,
Auditing: The Council shall have the power to cause such audits of the accounts of the Society as it deems necessary.
Immediate Past President: The immediate Past President who is an active member of the Society shall be a member of the Council.
The Council shall designate an Executive Director of the Society. The Executive Director shall be an ex-officio member of the Council with no vote at Council meetings. Qualifications – The Council prefers that the person appointed as Executive Director have experience in a responsible administrative position, strong organizational and communication skills, and knowledge of the cattle industry. Accountability – The Executive Director shall report to the Council, as directed, and to the President of the Council between Council meetings. Compensation – The compensation, terms and conditions of the appointment and services to be rendered to the Society, shall be established by Council. Authority and duties – Specifically, the authority and duties of the Executive Director shall be set and defined by the council from time to time.
No member of the Society shall contract any debts in the name of the Society. No officer of the Society shall incur any liabilities in the name of the Society without the express authority of die Council except in the ordinary course of business of the Society.
DISCIPLINE, SUSPENSION OR EXPULSION
Whenever a complaint shall be appropriately filed with the Secretary of the Society alleging misrepresentation, fraud or misconduct by a member in connection with the breeding, showing, registration/recordation, purchase or sale of animals registered/recorded by the Society, or alleging willful violation of the By-Laws and Rules of the Society, the Secretary shall immediately present such charges to Council or such committee as might be appointed for the purpose of handling grievances. The complaint shall be handled in accordance with rules established by Council for disposition of such complaint. The Council may discipline, suspend or expel the member found to be in violation, revoke registration certificate or take such other action as might be provided for in the Rules of the Society.
AMENDMENT OF BY-LAWS
The By-Laws of the Society may be amended by a three-fourths (3/4) vote of the members present at the Annual General Meeting or any adjournment thereof or at any Special Meeting of the members called for such purpose provided that: the subject matter of any proposed amendment shall have been submitted in writing by the Secretary to the members at least thirty (30) days but for no more than sixty (60) days prior to the date of the meeting at which the proposed amendment is to be presented. Amendments to the By-Laws shall go into effect at the adjournment of the meeting at which they are adopted.
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