ISBA Constitution

Constitution & Bylaws

 Preamble

With the express purpose of developing and promoting the Sable dairy goat breed and of cooperating however possible with other organizations promoting dairy goats in general, we, the members of the International Sable Breeders Association do hereby adopt this Constitution as the basis and foundation in law of the International Sable Breeders Association.

Article 1 - Name

Section 1: The name of this organization shall be the International Sable Breeders Association, which is a nonprofit organization.

Article 2 - Purpose

Section 1: The purpose of this Association shall be the development and promotion of the Sable dairy goat; the encouragement of closer fellowship among members through meetings, correspondence, circulation of useful information, news and ideas; and the cooperation with other organizations in the development and promotion of the dairy goat and the dairy goat industry in general.

Article 3 - Location and Territory

Section 1: The home office of this Association shall be the address of the Secretary-Treasurer, unless otherwise designated by the Board of Directors.

Section 2: The Territory of operation shall be the United States and its possessions, the Dominion of Canada, the Republic of Mexico, the Islands of the Atlantic Ocean and other such areas as request service.

Article 4 - Membership

Section 1: Any reputable individual, firm, association, partnership or corporation interested in the breeding, sale, or promotion of the Sable diary goat is eligible for membership in the Association. Upon making application and agreeing that if accepted into such membership, such member will abide by and be bound by this Constitution and the rules and regulations of this Association now in force and which may hereafter be adopted by the members and directors of this Association.

Section 2: The Annual meeting of the members shall be held at such time and place as may be designated by the Board of Directors. At each Annual Meeting of the Members, the officers of the Association shall give a general report of the business of the preceding year and all actions taken by the Board of Directors during that time and of the current financial condition of the Association.

Section 3: Special Meetings of the members may be called by the Board of Directors as necessary to conduct the affairs of this Association if written notice is mailed to all members at least 30 days prior to such meetings. The business transacted shall be limited to that stated in the notice. Meetings, including Directors meetings, may be held by electronic means to avoid long distance travel. Voting on specified issues may also be done by mail. The place, time and method of Special Meeting shall be determined by the Board.

Section 4: No Officer, Director, or Member shall sign any notes, make verbal promises or sign any instrument that commits the organization to indebtedness in the name of the Association, unless specifically authorized to do so by the action of the Board of Directors.

ARTICLE 5 - Board of Directors

Section 1: The Board of Directors shall have the power and the authority to make, amend, repeal and enforce rules and regulations not contrary to public law or this Constitution as they may seem expedient concerning the conduct, management, and activities of the Association, all of which may be subject to revision or repeal by the membership under the procedure as follows:

Section 2 : The term Director, as used in this Constitution or in any Association document pursuant to the business of the Association shall be a person who has been elected by the Membership to oversee the affairs of the Association. The Board of Directors shall consist of elected directors.

Section 3 : One Director shall be elected from each ADGA directorate district, provided there are organization members from said districts. A Director-at-Large shall be elected to represent those countries, principalities or areas not represented by an ADGA directorate district, should there be members from such.

Section 4 : Directors shall be elected for a 2-year limit and elections shall be held in even numbered years.

Section 5 : A Director must be a member in good standing in the organization, at least 21 years of age, and must reside in the district which he or she represents.

Section 6 : Voting by Directors shall be recorded by the Secretary-Treasurer so that an individual Director's votes are a part of the minutes of the Meeting and are available for scrutiny by the members.

Section 7 : The Chairperson shall also be a member of the Board of Directors and shall vote only in the case of a tie.

Section 8 : The Secretary-Treasurer shall attend and record the minutes of all meetings of the Board but shall not have a vote unless also an elected Director. If the Secretary-Treasurer is unable to attend a meeting, the Chairperson shall appoint another to record the minutes of the meeting.

Section 9 : No action taken by the Board shall be valid unless approved by a majority of Directors at a meeting at which a quorum consisting of at least 60% of the Directors were present.

Article 6 - Officers

Section 1 : The Officers of the Association shall be the Chairperson, the ( 1st ) CO-Chair person, the ( 2nd ) Co-Chair person, the Secretary-Treasurer and such other Officers as may be authorized by the Board of Directors. Said Officers shall supervise the day to day business of the organization and shall preside over meetings. They must be members in good standing, over the age of 21 years, and shall hold office for a period of (2) two years or until successors are elected.

Section 2 : Officers shall be elected in even years from a list of nominations provided by a Nominating Committee to be appointed by the Board at least 4 months before the date of the Annual Meeting. The Annual meeting of the members shall be held at such time and place as may be designated by the Board of Directors and which time and place shall be announced no less that 30 days prior to meeting. The Nominating Committee shall propose at least two (2) candidates for each open office and shall endeavor to ensure that nominees are named from as many directorial districts as possible. The Committee shall also ensure that the proposed candidates are eligible and willing to serve if elected. Space on the ballot shall be provided for write in candidates.

Section 3: The Secretary-Treasurer shall prepare ballots for mailing to the membership at least 8 weeks prior to the Annual Meeting. Ballots may be mailed in conjunction with the organizations newsletter, if this can be done in in a timely fashion. The Chairperson will select a tabulating Committee for the purpose of tabulating the votes and reporting the results at the Annual Meeting.

Section 4 : Newly elected Officers will assume their duties after the completion of Old Business at the Annual Meeting.

Article 7 - Committees

Section 1: The Chairperson shall appoint such committees as are necessary for the orderly operation and progress of this organization.

Section 8 - Audit

Section 1: Prior to each Annual Meeting, the Chairperson shall appoint an Audit Committee, whose function shall be to to audit the accounts of the organization, including an inventory of all equipment owned by the organization. The results of the audit shall be presented by the Committee at the Annual Meeting and shall also be published in the next issue of the newsletter following the Annual Meeting.

Section 9 - Amendments

Section 1: Three Directors or 25% of the membership may propose an amendment to this Constitution. When an amendment has been proposed, it shall be submitted to the Constitution committee for examination and approval as to form and legality. This Committee shall submit its recommendations to the Board within 60 days of the amendment's submission. this recommendation shall include the precise reason fro the Committee's findings.

Section 2: After a qualifying amendment has been proposed and approved by the Committee, it shall be submitted to the members by mail and voting shall take place, either by mail or by electronic means. Voting shall be closed 30 days after the submission of the amendment to the membership. Tallying of the votes shall take place by the Committee as soon as is reasonably possible after the closure of voting and results shall be published in the next issue of the newsletter. If approved, the amendment will take effect immediately when the favorable vote is reported by the Committee.

Article 10 - Procedure

Section 1: All issues which are brought before the Board or the general membership for vote shall be determined by a majority of the votes cast, except that votes cast by the Board must total a quorum which is a minimum of 60% of the total number of Directors.

Section 2: On all questions of parliamentary procedure, Robert's Rules of Order shall govern unless overruled by a majority of the Board of Directors.

International Sable Breeders Association

BYLAWS

Preamble

We, the Board of Directors of the International Sable Breeders Association, do hereby adopt these bylaws for the purpose of providing regulations pursuant to the implementation of the Constitution of this organization.

Article 1 - Membership

Section 1: Application for membership shall be made to the Secretary-Treasurer and shall be accompanied by the payment of at least one year's annual dues. Application shall be made in writing in the form prescribed by the Board of Directors and fees paid according to the schedule set by them.

Section 2: Annual Dues shall be determined by the Board as well as fees for such other services as the Association may offer. A fee schedule shall be published at least once yearly in the organizations' newsletter. The membership shall run from January 1 through December 31st, and dues shall not be prorated, except that new members applying after October 1 of any year will have their dues credited for the entire year following the year of their application. Dues unpaid by April 1 will be in arrears and membership will lapse. The board will also set fees for the following classes of membership:

1. Individual Membership - One Vote

2. Family Membership - One Vote

3. Junior Membership - nonvoting

4. Life Membership- One Vote

A life membership shall also be awarded to any member who has held membership continuously for a period of at least 25 years.

Section 3: The place of the Annual Meeting will be set by the Board not later than March 1 of each year. The actual date will be set as soon as a schedule of events for the ADGA convention for that year is available. Should the board fail to do this, the Chairperson shall name a place and date in their stead. When the place and date have been set, the Secretary-Treasurer will inform each member by mail. This notice may be included in the next issue of the newsletter. Mailing to the last known address of the residence or place of business by the member shall constitute proper notice.

Section 4: At any meeting of the membership, 25% of the members must be present in order to constitute a quorum for the transaction of business. However, if less than 24% of the membership is present, they may adjourn to the meeting to another time and place thought they do not constitute a quorum.

Section 2 - Officers

Section 1: The Executive Chairperson, as chief executive officer of the Association, shall maintain general supervision of the affairs of the Association, subject to the Constitution and the by-law's of the Association and further subject to the actions of the Board of Directors. The Chairperson shall reside over all meetings, whether of the Board or of the membership, and shall report to the members and make suggestions as he or she may deem advisable. At Executive Committee meetings, the Chairperson may also vote in case of a tie, that vote being in addition to his or her vote as a member. The Chairperson may present proposals to the executive Committee concerning administrative policy or he/she may do so directly to the members, via mail, Association Newsletter, or electronic means.

Section 2: The Chairperson, upon receiving a request from a Directorial Member of the Executive Committee to submit to said Executive committee a proposal, will mail a copy of said proposal to the remaining Directorial members of the committee either by postal service or electronic mail. Each Board member will then cast his/her vote within fifteen (15) days after receiving the proposal. The Chairperson will tabulate the votes, notify each of the Directorial members of the results of the vote, declare the results to the membership via the next newsletter and forward all voting records to the Secretary-Treasurer who shall make proper notes in the permanent records of the Association. Votes received after the fifteen (15) day voting period has expired will be discarded and not counted.

Section 3: The Executive Co Chair shall serve in the place of the Chairperson in the Chairperson's absence, inability, or failure to act in a timely fashion.

Section 4. The Secretary-Treasurer shall hold office until his or her successor assumes the office and shall be the corresponding and recording officer of the Association. He or she shall sign all certificates of registration and membership and shall keep a record of all such certificates issued. He or she shall collect all dues and other monies due to the Association and shall pay the organizations just bills, reporting same in detail at each regular meeting of the members. He or she shall keep the books of the accounts and financial affairs and shall prepare a detailed written report for the Annual Meeting and shall provide whatever records and assistance may be required to the Audit committee. The Secretary-Treasurer shall also maintain the membership lists, issue all notices of meetings and execute all orders of the Chairperson and the Board of Directors and shall perform such other duties as are incident to the office of Secretary-Treasurer. The Secretary-Treasurer shall, during the third week of January of each year, issue notification to each member who has not paid the annual dues. The notice shall include the warning that the membership will lapse on April 1 if the annual dues are not paid before that time.

Article 3 - Committees