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IMGA Constitution & By-Laws
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Constitution
Article I. Name and Objectives
Section 1. Name
The name of the Association shall be
the Iowa Meat Goat Association.
Section 2. Purpose/Objectives
To formulate publicity, educational programs and other activities in the interest of meat goat owners and enthusiasts
Disseminate knowledge regarding all facets of meat goats and their production
Promotion of meat goats
Hold and support events in accordance with ABGA
Maintain current list of active meat goat breeders and producers
Section 3. Non-Profit
The Association shall not be conducted or operated for profit, and no part of any profits or remainder or residue from dues, donations and/or assessments to the Association shall inure to the benefits of any member or individual.
Section 4. Bylaw Revision
The members of the Association shall adopt and may from time to time revise such Bylaws as may be required to carry out these objectives.
BYLAWS
ARTICLE I
MEMBERSHIP
SECTION 1. ELIGIBILITY.
There shall be five types of membership: Regular individual membership, Farm membership, Junior membership, Honorary membership and Associate membership. Each individual or farm interested in becoming a member shall make application on a form provided by this Association. The application and full dues payment for the current year shall be submitted to the Treasurer.
A. Regular Individual Membership. Any reputable individual over the age of eighteen (18) with an interest in meat goats who supports and obeys the Articles of Incorporation, Constitution, Bylaws, Rules and Code of Ethics may become a member of the Association upon payment of annual dues. This membership shall be limited to one vote.
B. Farm Membership. Membership will be in the name of the farm and made on an application form provided by this Association which requires that the applicant agrees to abide by the Articles of Incorporation, Constitution, Bylaws, Rules and Code of Ethics. Farm/family members shall pay full dues and have full membership rights. This membership is limited to two votes.
C. Junior Membership. Any reputable individual under the age of eighteen (18) years with an interest in meat goats who supports and obeys the Articles of Incorporation, Constitution, Bylaws, Rules and Code of Ethics may become a junior member of the association upon payment of annual dues. Junior members will receive all privileges of a regular association member except the right to vote at association membership meetings or hold office in the association.
D. Honorary Membership. Any individual who has made outstanding contributions toward advancement and promotion of those goals and purposes for which this Association was organized as determined by the Board, whether or not a regular member of this Association shall be eligible for honorary membership. Honorary members shall not have the right to vote and shall not have the obligation to pay dues.
E. Associate Membership. Associate membership is open to those members that choose to receive a newsletter but are not active members of the Association. Associate members may not vote, hold office, chair any committee and shall pay the same dues as regular members.
Section 2. Privileges
A. Regular membership shall not be limited to individuals. Partnerships, corporations, public institutions or other legal entities shall be eligible for regular membership provided they satisfy the requirements for regular membership. Former members may be restored to regular membership by satisfying the eligibility requirements for membership.
B. Voting Rights. Only Regular members and farm memberships are entitled to vote and are considered when determining a quorum.
Section 3. Dues
Regular, Farm and Associate membership yearly dues shall be determined by the Board of Directors. Junior membership dues shall be one-half (1/2) the annual Regular membership dues. Honorary Members may attain voting status by payment of dues for the current year.
A statement of dues for the ensuing year shall be sent on or before the first day of January each year, to be payable on or before the fifteenth (15) of February, after which time no Member may vote whose dues are not paid for the current year.
The annual dues for the current calendar year shall be waived for persons becoming members during the last quarter of the year.
Section 4. Termination of Membership
A. By resignation. Member must submit a written notice of resignation to the Treasurer. All debts must be paid in full.
B. By expulsion. The Board of Directors may, by an affirmative vote of two-thirds majority of the Board, suspend or expel a member for cause after an appropriate hearing, with the accused present, or terminate the membership of any member who becomes ineligible for membership.
C. By lapsing. Membership shall be considered in default if dues are not paid as prescribed by the Bylaws.
Section 5. Reinstatement of Membership
To be reinstated in the Association an appropriate application for membership shall be filed with the Secretary along with the current year’s dues, if unpaid. The Board of Directors may, by affirmative vote of two-thirds majority of the Board, vote on the application and reinstate the former member upon such terms as the Board of Directors deem appropriate.
ARTICLE II
MEETINGS AND VOTING
Section 1. Membership Meetings.
A. An annual meeting shall be held for the purpose of certifying the election of directors and for transacting other such business as may come before the association.
B. The membership may establish additional meetings during the year as needed to transact business by providing notice to the membership fourteen (14) days prior to the meeting date. This notice must contain time and place of the meeting.
C. The general membership can request a special meeting by presenting to the Board of Directors a petition signed by 10% of the current regular and farm members. The petition must state the purpose of the meeting. No other business may be transacted at this meeting. Once this petition has been presented to the Board of Directors a meeting must be held within 15 days and notice provided within five (5) days to the entire general membership.
D. The Board of Directors may designate any place in the state of Iowa as a meeting place.
Section 2. Board of Directors’ Meetings
A. The Board of Directors shall meet at the Board’s discretion to transact the business of the Association. Time and place of these meetings shall be determined by the Board. Members of the Board shall be notified fourteen (14) days prior to the meeting date. The quorum for the meeting shall be a majority of the Board of Directors.
B. Special meetings of the Board of Directors may be called by the President or by a written request of (2) members of the Board of Directors. Time and place of meeting shall be determined by the Board and members notified at least five (5) days prior to the meeting date. Notice of this meeting shall state purpose of this meeting and no other business shall be transacted. A quorum for such meeting shall be a majority of the Board of Directors.
Section 3. Voting
Only regular members who are in good standing whose dues are paid for the current year shall be entitled to vote at any meeting of the Association at which he/she is present. Proxy voting will not be permitt at any Association meeting or election.
All elected directors must be Iowa residents.
ARTICLE III
DIRECTORS AND OFFICERS
Section 1. Board of Directors.
The Board of Directors shall be comprised of President, Vice President, Secretary, Treasurer and three (3) other persons, all of whom shall be Regular and Farm members in good standing and Iowa residents.
Section 2. Election of Directors.
The Directors shall be elected by the Association members in good standing. The members will serve staggered terms of one (1) to three (3) years. The first year of the organization there will be two three (3) terms, three two (2) terms and two one (1) year terms. Directors will pull a term number out of a hat to determine their length of service. Once the Association is established staggered terms will commence. Each new elected director will serve a three (3) year term.
Section 3. Election of Officers.
The Board of Directors shall meet immediately after the Annual Meeting to elect Officers: President, Vice President, Secretary and Treasurer. The terms of the newly elected Officers/Directors shall begin immediately upon their election. Each retiring director shall deliver to their successor all papers and supplies of the office, with a list of same, within fifteen (15) days after the election.
Section 4. Officers
A. President. The President shall preside over any meeting of the Association and at any regular and special Board Meetings. He/She shall recommend appointments and committee chairpersons subject to the approval of the Board of Directors. He/She will run the day to day business of the Association. The President serves as ex-officio member of all committees, except for the nominating committee.
B. 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 acting in this capacity will have all the powers of and be subject to all the restrictions placed on the President. The Vice President shall perform such other duties as from time to time may be assigned by the President of Board of Directors.
The Vice President shall supervise all chairs of standing committees.
C. Secretary. The Secretary shall keep a record of all meetings of the Association and of the Board of Directors. He/She will handle all correspondence relative to the business of the Association. The Secretary will see that all notices are given in accordance with these Bylaws or as required by law. He/She will keep an accurate register of all members of the Association.
D. Treasurer. The Treasurer shall collect and receive all moneys due or belonging to the Association and shall deposit same in bank satisfactory to the Board of Directors in the name of the Association. The Treasurer shall pay all bills authorized by the Association and send all statements of money due to the Association. The Treasurer shall serve as a member of the Association’s Financial Committee.
The Treasurer’s books shall at all times be open for inspection by the Board of Directors. The Treasurer shall report at every Board of Directors’ meeting and every regular membership meeting the condition of the Association’s finances. At the Annual Meeting the Treasurer shall render an account of all moneys received and expended during the previous fiscal year. The Board of Directors may elect to have a review of the Treasurer’s books done by a qualified outside source at any time. The Treasurer’s books must be audited by a qualified outside source at the end of each year.
Section 6. Vacancies.
Any vacancies occurring on the Board of Directors or among the offices during the year shall be filled until the next annual election by a majority vote of all the then members of the Board of Directors at its first regular meeting following the creation of the vacancy, or at a special Board Meeting called for that purpose; except that a vacancy in the office of President shall be filled automatically by the Vice President and the resulting vacancy in the office of Vice President shall be filled by a majority vote of the Board of Directors.
Section 7. Termination of Officers and Directors.
Any Officer/Director that does not remain active by voting on business when notified by mail and/or misses more then two meetings shall be terminated. Extenuating circumstances will be taken into consideration. All Officers/Directors must have their dues paid for the current year.
ARTICLE IV
ASSOCIATION YEAR, ANNUAL MEETING, NOMINATIONS AND ELECTIONS
Section 1. Association Year.
The Association’s fiscal year shall coincide with the Annual meeting.
The Association’s official year shall begin immediately at the conclusion of the election at the Annual Meeting and shall continue through the election at the next Annual Meeting.
Section 2. Annual Meeting.
The Annual Association Meeting shall be held during the last four months of the year with the date to be set by a majority vote of the Board of Directors. The notification of the date of the meeting will be provided to the membership thirty (30) days before the meeting date.
Section 3. Nominations and Elections.
No person may be a candidate in an Association election who has not been nominated. During the month of July, the Board of Directors shall select a Nominating Committee consisting of at least three (3) voting members not more than one of whom may be a member of the Board of Directors. The Secretary shall immediately notify the committee of their selection. The Board of Directors shall name a Chair for the Committee and it shall be the Chair’s duty to call a committee meeting which shall be held on or before July 31st.
A. The Committee shall nominate one more candidate then the number of board positions open. The Committee must secure the consent of each person nominated and immediately report their slate of nominations to the Board in writing.
B. The nominations must be submitted to the general membership for vote (15) days prior to the annual meeting.
C. The nominations receiving the most votes will fill the open Director positions. Certification of election results will take place a the Annual Meeting.
ARTICLE V
COMMITTEES
Section 1. Committees.
Committees and committee chairs shall be recommended by the President and approved by the Board of Directors. The Vice President shall supervise all chairs of standing committees.
Any committee appointment may be terminated by majority vote of those members of the Board of Directors present and voting at a Board of Director meeting, and upon written notice to the appointee. The President, subject to the approval of the Board of Directors, shall appoint successor(s) to the person(s) whose service has been terminated.
The President, subject to the approval of the Board of Directors, may appoint such other committees with their chairs as may be necessary to aid the Association and/or Board of Directors on any particular projects during the year.
Section 2. Standing Committees
Constitution and Bylaws Committee
Education Committee
Marketing Committee
Promotion and Public Relations Committee
Youth Committee
Newsletter Committee
Show Committee
Finance Committee
Section 3. Responsibilities of Standing Committees
A. Constitution and Bylaws Committee. To research or draft any changes to the existing constitution and bylaws.
B. Education Committee. To determine and organize any educational events. To develop a preliminary plan and budgetfor educational events including seminars, conferences and demonstrations. Upon approval of Board to plan and carry out these events.
C. Marketing Committee. To research marketing opportunities for members’ goats. To keep the Association informed of all marketing opportunities available to membership. To plan and execute any events pertaining to sales of goats sponsored by this Association.
D. Promotion and Public Relations Committee. To advertise all events sponsored by this Association. To maintain a current list of publications including newspapers, goat publications, farm publications and radio stations. To send out news releases of all Association events including the Annual Meeting. To develop brochures, flyers and handouts and a traveling display unit.
E. Youth Committee. To pursue opportunities for youth shows at the County, Regional and State level. To work with 4 H and FFA organizations to help them develop a meat goat program.
F. Newsletter Committee. To develop and publish the newsletter for the organization.
G. Show Committee. To plan and organize any shows sponsored by this Association including estimated costs. To develop advertising information for any show sponsored by the Association and provide it to the Promotion and Public Relations Committee.
H. Finance Committee. To review the Treasurer’s books. To develop a yearly budget and present it to the Board.
ARTICLE VI
AMENDMENTS
Section 1. Amendments to the Constitution and Bylaws may be proposed by the Board of Directors or by written petition, signed by at least 10% of the membership in good standing, and presented to the Secretary 120 days prior to the Annual Meeting. Proposed amendments shall then be submitted to the Board for consideration. The Board shall present its findings and recommendations to the general membership sixty (60) days prior to the Annual Meeting. All amendments to the Constitution and Bylaws must be passed by a general membership vote of two-thirds of the membership’s mail-in-ballots. Ballots must be received by the Secretary two weeks prior to the Annual Meeting.
Section 2. All amendments adopted by the Association shall be approved by the Board of Directors before becoming officially effective.
Article VII
Dissolution
The Association may be dissolved at any time by written consent of not less than three-fourths of the voting members. All debts shall be paid in full. The remainder of the assets shall be dispersed to a goat organization and/or charity selected by a majority vote of the general membership.
ARTICLE VIII
Roberts Rules of Order
All meetings and activities of this Association shall be conducted in accordance with Roberts Rules of Order.
ARTICLE IX
ORDER OF BUSINESS
Section 1. At meetings of the Association, the order of business, so far as the nature and character of the meeting may permit, shall be as follows:
Roll Call
Agenda Approval
Minutes of the Last Meeting
Report of the Secretary
Report of the Treasurer
Report of the President
Report of the Vice President
Reports of the Committees
Confirmation of Election of Directors
Unfinished Business
New Business
Adjournment
Section 2. At meetings of the Board, the order of Business, unless otherwise directed by majority vote of those present, shall be as follows:
Reading of Minutes of the Last Meeting
Report of Secretary
Report of Treasurer
Reports of Committees
Unfinished Business
New Business
Adjournment
