American Nigora Goat Breeders AssociationConstitution
ARTICLE I – NAME
The Name of this organization shall be the AMERICAN NIGORA GOAT BREEDERS ASSOCIATION, hereinafter known as ANGBA or the Association.
ARTICLE II – PURPOSE
ANGBA's purpose shall be the development and promotion of the Nigora Goat as both a dairy and fiber breed, breeder education, fiber promotion, use of existing scoring systems and milk testing to promote dairy, and to maintain stud and herd records for authenticity. It is also the ANGBA's intention to encourage closer fellowship among the members through meetings, correspondence, circulation of useful information, news and ideas, and to operate in cooperation with other organizations in the development of the Nigora Goat.
ARTICLE III – LOCATION AND TERRITORY
Section 1
The home of the Association shall be the address designated by the Board of Directors.
Section 2
The territory of operation of the ANGBA is the United States and its possessions, plus any other areas that request service as allowed by law.
ARTICLE IV – MEMBERSHIP
Section 1
Any individual, partnership, association, or corporation interested in the breeding, sale or promotion of the Nigora Goat is eligible for membership upon proper application. Such members will abide by, and be bound by, the Constitution, Bylaws, and Rules of the ANGBA.
Section 2
No member, Officer, or, Regional Director shall sign any notes of indebtedness nor make any agreement in the name of the Association, unless given specific documented authorization to do so by the action of the Board of Directors.
ARTICLE V – BOARD OF DIRECTORS
Section 1
The Board of Directors shall act on behalf of the Membership to conduct the day-to-day business of the Association, provided these decisions are not contrary to any law or this Constitution. The Board of Directors will normally conduct Association business via online meetings; online meetings will be openly available to any current member. Member input for meetings will be made through the member's Regional Director. Meetings, whether online or in person, will be conducted as follows:
- The President announces the opening of the meeting.
- The President reviews old and unfinished business from the previous meeting and finalizes any old business with the Board.
- The President proposes new agenda items for the current meeting.
Note: One agenda item at a time should be finalized before moving on to the next item. To maintain order, only after an item is put up for a vote should another item be discussed. - The Board discusses, and either approves or rejects, agenda items, following "Robert's Rules of Order," using motions, seconds, and voting.
- The President will announce the closure of the meeting once the established meeting time limit is reached, when agenda items are finalized, or when the Board so decides. Any decisions made by the Board may be revised or amended by the members using the following procedure:
- Upon a written petition to the Secretary, by no less than ten (10) members, a call to revise or amend an action of the Board of Directors shall be presented for a vote by the members. The Secretary shall submit the petition for a vote within ten (10) days after it has been received.
- Voting shall be closed ten (10) days after the emailing or establishment of online voting.
- A two-thirds (2/3) majority of the votes cast by the Membership shall constitute a veto or amendment of any action by the Board.
- The Board will report any such decision or amendments to the Membership via the newsletter, the next meeting, email, or online media - whichever is most expeditious.
Section 2
The term "Officer," as used in this Constitution and Bylaws, shall be a person who has been elected by the Membership to oversee the affairs of the entire Association. The Officers are identified as the President, Vice President, Treasurer, Assistant Treasurer, Registrar/Recorder, Assistant Registrar/Recorder, Secretary and Editor. The duties of the Secretary and Editor may be assigned to another Board member by a majority vote of existing Board members, in the event the Secretary or Editor position is vacant, or as necessary. The Secretary is accountable for the work performed by the delegate. If the Secretary position is vacant, the President is accountable for the work performed by the delegate. The term "Regional Director," as used in this Constitution and Bylaws, shall be a person who has been elected by the Membership to oversee the affairs of this Association for a specific geographical region as specified in the ANGBA Rules.
Section 3
The Board of Directors shall consist of the Regional Directors and Officers elected by the Membership of this Association.
Section 4
There shall be a Regional Director position for each of the (6) six U.S. geographic regions (Pacific, West, Midwest, Southwest, Southeast, and Northeast).
Section 5
Regional Directors shall be elected for a two (2) year term through the same procedures specified for Officers in Article VI. Section 6. A Member in good standing is eligible to hold the position of Regional Director and must live in the region they are elected to represent. If, at any time, a Regional Director resigns or departs the region (s)he represents, a replacement will be approved by a majority vote of the existing Board members and, once approved, shall be appointed to the position by the President.
Section 6
The Treasurer and Assistant Treasurer shall:
- Serve as Financial Officers for the Association. The Treasurer shall have an Assistant Treasurer to provide checks and balances.
- Hold the originals of documents (both hard copy and digital) pertaining to Association business, maintain Domain names and passwords used; and make sure that all Federal requirements are met to secure the Association's tax-exempt status.
- Have the ability to use and be familiar with online banking and online payment services, and have the ability to manage general bookkeeping procedures.
- Maintain custody of the Association's general funds and disburse those funds as authorized by the vote of the membership and/or the Board of Directors.
- Coordinate with and assist the Board of Directors in completing the annual approved budget.
- Record and report all income and expenditures against the annual budget.
- Receive and deposit funds, make sure accurate records of all receipts and disbursement of Association funds are kept, and reconcile the Association's bank account(s) monthly.
- Participate in all Board of Directors meetings and decision-making.
- Prepare a Treasurer's Report, including a quarterly report, and present it to the Board of Directors and to the newsletter editor for publishing.
- Prepare a report for the Annual Meeting showing income and expenses with a statement of the financial condition of the Association.
- Review and recommend financial policies to the Board of Directors.
- Ensure that reports, funds, books, and files are available to the Board for verification and inspection with reasonable notice.
- Ensure adequate internal controls and maintain records in accordance with standard accounting practices.
- Identify and recommend qualified successors.
- Train successors prior to vacating the positions.
- Acts as Registered Agent with the State.
- Holds the non-profit's internal management handbook.
- Files annual report with the state.
Section 7
All Board members must maintain their ANGBA memberships in good standing during the term of their Directorship. If a board member fails to renew his/her membership within 30 days of being notified, in writing, that it has lapsed, a replacement will be approved by a majority vote of the existing Board members and, once approved, appointed to the position by the President.
Section 8
All voting by Board members shall be recorded so it can be determined how each Board member voted.
Section 9
The President shall be the Chairman of the Board of Directors and the position of the President has a vote only in the case of a tie. The Vice President, Treasurer, Assistant Treasurer, Registrar/Recorder, Assistant Registrar/Recorder, Secretary, Editor and Regional Director positions each have a single vote.
- Family memberships – includes all members in a single household. Maximum of two votes (over 18) per family membership. Additional adults wanting a vote must purchase a 'single' membership.
- Single memberships – any person over the age of 18, has a single vote.
ARTICLE VI – OFFICERS
Section 1
The Officers shall conduct the business of the Association as directed by the Board of Directors in accordance with the Constitution and Bylaws. The Officers of the Association and their order of succession shall be the President, Vice President, Treasurer, Assistant Treasurer, Registrar/Recorder, Assistant Registrar/Recorder, Secretary, Editor and Regional Directors.
Section 2
The term of office for the President, Vice President, Secretary and Editor shall be two (2) years. With the President/Secretary cycle starting August 2024. The term of office for the Treasurer/Assistant Treasurer and Registrar/Assistant Registrar shall be:
- Until either notifies the Board of Directors, in writing that she/he no longer wants to serve as the Treasurer/Assistant Treasurer or Registrar/Assistant Registrar, or
- If the Board of Directors notifies the Treasurer/Assistant Treasurer or Registrar/Assistant Registrar, in writing, that her/his services are no longer needed.
Election of the President and Secretary will be held on even numbered years. Election of the Vice President and Editor will be held on odd numbered years. Election of the Treasurer and Registrar shall be as needed, either by general election or special election, as is appropriate.
Section 3
Any member desiring to nurture the development and potential of the Nigora goat breed while supporting breeders in their efforts to produce quality stock, maintain accurate records, and foster fair and ethical breeding and sales practices, is eligible to hold office.
Section 4
Officers must keep their ANGBA memberships paid during the term of their office. If an Officer resigns or fails to renew his/her membership within 30 days of being notified, in writing, that it has lapsed, a replacement will be approved by a majority vote of the existing Board members and, once approved, appointed to the position by the President.
Section 5
The first week of August each year, an Election Committee (consisting of two board members that are not up for reelection and one volunteer non-board member) will convene to propose candidates for upcoming elected positions. It is the Election Committee's responsibility to make the necessary investigations to ensure the proposed candidates understand the responsibilities of the office they are being nominated for, are qualified under ANGBA rules, and will accept the office if elected. Space shall be provided on the ballot for write-in names for each position up for election.
Section 6
The first Monday of September, the Election Committee will send a list of candidates for the upcoming election to the Secretary. A ballot shall be prepared by the Secretary from the information received from the Election Committee.
The Secretary will distribute ballots, via email, to the Membership on the last Monday of September. Voting will close ten (10) days later. The Secretary shall post the results of the vote on the ANGBA website, official Facebook page and also by email within 24 hours of being tallied, so as to announce the new board. The Board will be put in place effective the last Monday of October.
Section 7
In the case of a tie vote, the candidate who has had the longest continuous Association Membership with no lapses, shall be declared elected.
Section 8 Special elections, outside of the normal annual election, may be conducted at the discretion of the board for matters requiring the immediate attention of the membership. Sufficient notice by email and announcement on official forums should be given to allow all members the opportunity to vote.
ARTICLE VII – COMMITTEES
The President shall appoint a Chairman of all committees. All such appointees shall be subject to removal by the President.
ARTICLE VIII – MEMBERSHIP MEETINGS
The Board of Directors may call, as necessary, special meetings of the members to conduct the business of this Association, provided at least 3 days notice is given to all members. Only the business stated in the notice may be transacted.
Virtual Meetings will be offered (the dates and times will be determined by the elected board and announced on the ANGBA website) until such time as in-person meetings can be initiated. The Annual Meeting will be presided over by either a Board member, or a member appointed by the President or the Board of Directors. A report of the current financial conditions of the Association will be presented, along with any business since the last annual meeting, as well as a report of actions taken by the Board of Directors during that time. The meeting will be conducted following the "Robert's Rules of Order."
ARTICLE IX – AMENDMENTS
Section 1
Amendments to this Constitution and Bylaws may be suggested by petition, in writing, to the Secretary and signed by not less than ten (10) members in good standing. Additionally, amendments may be proposed by the Board of Directors. A ballot shall be prepared and submitted to the Membership by any official means.
Voting shall be closed ten (10) days after the distribution of ballots. The President shall appoint a committee for the purpose of tabulating and announcing the results.
Section 2
This Constitution and/or Bylaws may be amended by a two-thirds (2/3) majority vote of all votes cast.
ARTICLE X – QUORUMS
Section 1
The issue in all voting shall be determined by a majority of votes cast unless specifically provided otherwise. A majority vote means more than half of the votes cast, excluding blank votes and abstentions. Where a two-thirds (2/3) majority vote is required, this means two-thirds (2/3) of the votes cast, excluding blank votes and abstentions.
Section 2
For questions on parliamentary procedure, the "Robert's Rules of Order" shall govern, unless the Board of Directors shall provide otherwise.