ARTICLE I. PURPOSE
1.1 To promote public awareness and appreciation of the Alpaca's unique qualities.
1.2 To educate the Membership on the care and breeding of the Alpaca.
1.3 To promote the growth of the Alpaca industry in a diverse manner meeting the needs of the membership as a whole.
1.4
To foster the establishment of the breed outside of its native land by
encouraging husbandry and breeding practices based upon, but not
limited to, herd health, overall soundness and fleece wool and other essential commodity production.
1.5 To support the maintenance of an Alpaca registry.
ARTICLE II. MEMBERSHIP
2.1
MEMBERSHIP. Any person or organization interested in the purpose of
the Association may become a member. Membership shall be granted upon
written application submitted in the form and manner specified by the
Secretary of the Association and accompanied by the annual dues.
2.2
The following classes of membership shall be recognized: Farm
Membership, Associate Membership and Honorary Membership. The Officers
may set different privileges for each class.
2.3 VOTING RIGHTS. Each
Farm Membership shall be entitled to two votes on all matters submitted
to a vote of the Membership. Associate and Honorary Members shall be
non-voting.
2.4 REMOVAL OF A MEMBER. A Member may be removed by a
vote of two thirds of the Membership whenever in its judgment the best
interests of the Association would be served thereby.
ARTICLE III. MEETINGS OF MEMBERS
3.1
REGULAR MEETINGS. There shall be one or more Meeting(s) of the
Membership each quarter. At the Meeting of the Membership, the Members
shall transact such business as shall properly come before them. The
last regular meeting in July will be the year-end Meeting of the
Membership.
3.2 SPECIAL MEETINGS. Special meetings of the
Association may be called at the request of two Officers or by the
President. The Officers or the President calling the meeting may fix
the time, place, and date of the meeting.
3.3 NOTICE OF MEETINGS.
Written notice stating the place, day, and hour of any meeting of the
Membership shall be delivered by regular mail, electronic mail, or on the website to each member. The notice of
regular meetings may be provided in an annual schedule or other periodic
communication provided to all members. Notice of the time and place of
any special meeting shall be by regular mail or electronic mail to each member at least seven days
in advance of the meeting. The purpose of the special meeting shall be
specified in the notice.
3.4 QUORUM. Ten voting members (10) or 10 percent of the paid voting membership whichever is less including 2 members of the board at any Membership meeting, shall constitute a
quorum at such meeting. For purposes of establishing a quorum, any regular mail or electronic 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 reschedule the meeting.
3.5 MANNER OF ACTING. A majority of the
Members present or voting by regular mail, electronic mail, or by proxy 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 regular mail, electronic mail, or by proxy a Member may vote by regular mailing, electronic mail, or proxy their ballot to the Secretary. No vote shall be counted unless
postmarked by a date set by the President, which shall be indicated on
the ballot. The ballots shall not be counted before the meeting, except
to determine quorum.
3.6 MINUTES OF MEETINGS. The minutes of all
meetings of the membership shall be taken by the Secretary and shall be
provided to each member.
ARTICLE IV. BOARD OF OFFICERS
4.1
GENERAL POWERS. The affairs of the Association shall be managed by the
President and Officers. The President and Officers shall be elected by
the membership, and perform the duties set forth in the by-laws. The
President and Officers must be in good standing of the Association.
4.2
NUMBER, ELECTION, TENURE AND TERM. There shall be a minimum of three
(3) voting Officers. The term for each office shall be for two (2)
years. The terms of office for the President and Secretary shall end July 31st even numbered years and the terms of office for the Vice President and
Treasurer shall end July 31st odd numbered years. The Officers of the
Association shall be elected by a simple majority of the Membership.
All expired terms shall be filled by election and the results will be made public at the year-end Meeting of
the Membership. The new term for an officer elected at the year-end
Meeting shall begin on the first day of August.
4.2A A mid term vacancy in
any Office shall be filled for the unexpired portion of the term by a
vote of the Membership at a membership meeting. There must be a quorum present to fill the vacancy. The replacement officer
shall take office upon the completion of the election.
4.3 BOARD OF
OFFICERS. Each quarter the President shall call one or more meetings
of the Board of Officers. Meetings of the Board of Officers may also be
called by any two Officers. The Officer(s) calling the meeting shall
fix the time, place, and date of the meeting. All meetings of the Board
of Officers shall be open to the Membership. The Secretary shall take
the minutes of all meetings of the Board of Officers and summaries of
the meetings shall be provided to the Membership.
4.4 COMPENSATION. Officers shall not receive a salary for their services.
4.5
RECALL OF OFFICER. An Officer may be removed from office by two-thirds
(2/3) affirmative vote of all Members entitled to vote at the regular
Meeting or Special Meeting of the Membership called for the purpose of a
recall. A petition to recall an Officer must be signed by fifty (50)
percent of the Membership and filed with the Board of Officers and the
Secretary at least thirty 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 V. OFFICERS
5.1
OFFICERS. Officers of the Association includes President,
Vice-President(s), Secretary and Treasurer and at the boards discretion time to time other board members at large who shall be PNAA members in
good standing.
5.2 PRESIDENT. The President shall be the Principal
Executive Officer of the Association and shall supervise and direct all
of the business and affairs of the Association with the advice and
consent of the current Board of Officers. He/she may sign, with the
Secretary or any other proper Officer of the Association, contracts or
other instruments which he/she is authorized to sign by the by-laws,
statute or by a vote of the membership; and he/she shall perform all
duties incident to the office of the President and such other duties as
may be prescribed by the Board of Officers from time-to-time. The
President is a member of the Board of Officers with full voting power.
5.3
VICE-PRESIDENT. In the Absence of the President or in the event of
his/her inability to act, the Vice-President shall perform the duties of
the President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. The Vice-President
shall perform such other duties from time-to-time that may be assigned
to him by the President or by the Board of Officers.
5.4 TREASURER.
The treasurer shall have charge and custody of and be responsible for
all funds and securities of the association, receive and give receipts
for monies paid to the Association from any source whatsoever, and
deposit all such monies in the name of the Association in such banks,
trust companies or other depositories as shall be selected by the Board
of Officers and in general perform all the duties incident to the office
of the Treasurer and such other duties as from time to time may be
assigned by the President or by the Board of Officers. If required by
the Board of Officers, the Treasurer shall give a bond for the faithful
discharge of his/her duties in such sum and with such surety or sureties
as the Board of Officers shall determine. The Treasurer shall give a
full and comprehensive Annual Report of the financial standing and
affairs of the Association to the Membership at the first regular
membership meeting following the end of the fiscal year. The treasurer will make available to the President upon request current finances and status of the organization with 10 days of such request.
5.5
SECRETARY. The Secretary shall keep the minutes of meetings of the Board
of Officers and General Membership Meetings. The Secretary shall
submit the minutes of all membership meetings to all members within
thirty (30) days of a membership meeting, 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 Association records including current
Membership records unless otherwise designated by the Board, keep a
register of the post office address of each member (which shall be
furnished to the Secretary by each Member) 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/her by the President or by the
Board of Officers.
ARTICLE VI. BOOKS, RECORDS AND BUDGETS
6.1
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 Officers and shall
keep a record of the names and address 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. The Officers shall cause the financial books
and records of the Association to be reviewed annually by an independent
Accountant. A summary of this report shall be mailed to the Members
annually and a copy of the report shall be available for review by the
members. Furthermore, this report shall be open for discussion as an
agenda item at a Meeting of the Membership no later than the end of the
second quarter following the end of the fiscal year.
6.2 BUDGET. The President and Treasurer with input from the board and members at large shall cause to be created an Annual Budget for the operation
of the Association which shall be submitted to the Members for their
review and approval at the first regular Meeting of the membership after
the end of the fiscal year, which begins August 1 and ends July 31st of the following year.
6.3 DUES AND FEES The board shall levy a fee for membership. the membership fee is due at August 1st of each year and will conclude on the last day of July the year following. New memberships will be prorated and are due when application for membership is made and will expire on the next last day of July.
ARTICLE VII. INDEMNIFICATION
7.1
INDEMNIFICATION. 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 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 acted in good faith and in a manner he 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
no reasonable cause to believe his 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 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 VIII. PARLIAMENTARY AUTHORITY
8.1
The proceedings at all meetings of the Membership and the Board shall
be governed by Roberts Rules of Order unless otherwise specified by the
by-laws.
ARTICLE IX. DISSOLUTION
9.1 DECISION TO
DISSOLVE. The Dissolution of the Association may be proposed by a
petition signed by fifty (50) percent of the paid Membership of the
Association or by the majority vote of the Board of Officers. 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 regular mail, electronic vote, or by proxy of all the Members
entitled to vote. 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, (Section 3.3). A
copy of any recommendation the Board of Officers may wish to make on the
proposed dissolution shall accompany the notice of Meeting.
9.2
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 therefore 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 in the alpaca industry and that has established its tax exempt status under 501 (c)(3) of the Internal Revenue Code. the specific organizations shall be chosen by the board of Officers at the time of dissolution.
ARTICLE X. AMENDMENT
10.1
PROCEDURE. Amendments to the by-laws may be proposed by a petition
signed by ten (10) members or 10 percent of the paid membership of the Association
or by the majority vote of the Board of Officers. The by-laws may be
amended by two-thirds (2/3) affirmative vote, including votes cast by regular mail, electronic mail, or by proxy of all the Members entitled to vote. 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, (Section 3.3). A copy of any proposed amendment of the
by-laws including any recommendation the Board of Officers may wish to
make on the amendment, shall accompany the notice of Meeting. The
Constitution of the Association may also be amended by the procedures in
the Article.
10.2 AMENDMENT OF THE BY-LAWS. Any proposed amendment
of the by-laws shall be submitted to the Board of Officers at any time.