By-Laws of the Alpaca Breeders of Arizona (ABA)
An Arizona Non-Profit Corporation
2010
Article 1 – Purpose
The purpose of the Alpaca Breeders of Arizona (ABA) is the promotion of alpacas for the mutual benefit of all members in good standing of ABA and to promote public awareness of and interest in alpacas and the alpaca industry as a whole.
Article 2 – Membership
Any Arizona person or Arizona organization interested in the purposes of ABA and living in Arizona may become a Farm Member of ABA. Farm members of ABA must also be members in good standing of the Alpaca Owners and Breeders Association (AOBA). Any Arizona person or Arizona organization or any non-Arizona person or non-Arizona organization interested in the purposes of ABA may become an Associate Member of ABA.
Associate Membership is awarded upon application to the ABA Membership Coordinator and the payment of membership dues in an amount to be set by the ABA membership at the Annual Meeting. An Associate Member may attend all meetings and functions of ABA, participate in any debate on issues before ABA, and receive all newsletters and other correspondence from ABA. An Associate member shall not be eligible to vote on any issues before ABA including the election of officers or the approval of budgets and assessments, nor shall an Associate Member be eligible for election as an officer of ABA or appointment to the Chair of any ABA Committee. Associate Members further may not participate in marketing by ABA, including but not limited to ABA displays and vendor booths, nor participate in the ABA fiber pool, nor participate in or benefit from any “Arizona Grown” grants received by ABA. Exceptions to these rules may be allowed on a case-by-case basis if approved in advance by a simple majority of ABA members at a regular ABA meeting
Farm Membership is awarded upon application to the ABA Membership Coordinator and the payment of membership dues in an amount to be set by the ABA membership at the Annual Meeting. A Farm Member may attend all meetings and functions of ABA, participate in any debate on issues before ABA, receive all newsletters and other correspondence from ABA, is eligible to vote on issues including budgets and assessments, is eligible for election as an officer of ABA and may serve as Chair of any ABA Committee, so long as such member is reachable by e-mail. In addition, Farm Members may participate in marketing by ABA, including a link on the ABA website and space in the ABA display and vendor booth. Farm members may participate in the ABA fiber pool, subject to the conditions for each collection, and may participate in and benefit from any “Arizona Grown” grants received by ABA so long as their participation does not violate the rules of the grant. Only Arizona persons may be elected as Officers of ABA.
A member in Good Standing is defined as a member who is current with their annual dues to ABA and AOBA and who has not intentionally violated any ABA By-Laws.
Article 3 – Meetings of Members
There shall be at least four quarterly meetings of the Membership called by the ABA President. At the quarterly meetings of the Membership, the Members shall transact such business as shall properly come before them. In consultation with the Elected Officers, the President may also schedule such other Meetings from time to time as may seem necessary or desirable. The ABA Annual meeting shall be held in June of each year.
Meetings of the Officers may be called at the request of any three Officers. Special meetings by means of telephonic conference are authorized. Minutes of any meeting shall be taken by the Secretary and made available to the membership. Each Officer shall have an equal vote on all matters and a vote of three Officers shall authorize an act of the Elected body.
The adoption of matters by vote shall occur with the vote of a simple majority of the Farm members present at each meeting. Under special circumstances a mail ballot or e-mail vote may take place as approved by the Elected Officers. Such votes will hold the same weight as a voice vote taken during a Meeting of the Membership if the decision to hold such a vote was approved by the Elected Officers and if the votes were received prior to or on the stated date of the election. No late votes will be counted.
Certain issues must be submitted to a vote of the entire ABA Farm Membership for decision. These are: election of new officers, approval of annual budgets, and changes to the ABA By-Laws. Such votes may take place by mail, email or at any Membership meeting where the entire Farm Membership is present. In any case a simple majority of voting Farm members shall determine the outcome.
Article 4 – Elected Officers
The affairs of the ABA shall be managed by the Elected Officers. Elected Officers must be Farm Members in good standing with ABA and with the AOBA.
Nominations for officers shall be solicited 60 to 90 days prior to the annual election meeting each year. Nominees must be willing and able to serve, and must have been ABA members in good standing for at least one year prior to nomination. Nominations shall be closed at least 30 days prior to the election.
There shall be four officers elected annually. The Secretary shall mail an election slate for whatever vacancies may exist to the Farm Members approximately one month prior to the Annual Election Meeting. The Secretary, or in the event that the election includes the Secretary, two ABA members in good standing, shall tally and report back to the Members during the Annual Meeting on the results of all votes duly received.
Officers shall be elected to serve as President, Vice-President, Secretary, and Treasurer. Each officer shall serve a one-year term. Vacated terms shall be filled by election at the next regular meeting of the Membership. The President, Vice-President and Secretary may serve any number of consecutive terms if re-elected. The Treasurer may serve a maximum of two consecutive terms only, if re-elected.
The President shall, subject to the direction and supervision of the Elected Officers, be the chief executive officer of the ABA and shall have general and active control of its affairs and business and general supervision of its officers, agents and employees, and will conduct all meetings. The President shall also have present at each meeting of the ABA membership a current copy of the ABA By-Laws and shall sign and date the By-Laws as they are amended.
The President shall have the power to execute and deliver on behalf of and in the name of the ABA any instrument requiring the signature of an officer of the Association. Unless authorized to do so by these By-Laws or by the Board/Membership, no officer, agent or employee shall have any power or authority to bind the Association in any way, to pledge its credit or to render it liable for any purpose or in any amount.
In the absence of the President or in the event of his or her inability to act, the Vice-President shall perform the duties of the President and when so acting, shall have all powers of and be subject to all restrictions upon the President.
The Secretary shall keep the minutes of any meetings of the membership or the Elected Officers, act as the custodian of any Association records and work with the Membership Coordinator to maintain a record of the names and addresses of all Members.
The Treasurer shall maintain one or more bank accounts in the ABA’s name; pay such bills and other indebtedness as the Elected Officers may authorize; keep complete books and records of account; prepare and file all local, state and federal tax returns; and prepare and furnish at each Membership meeting detailed (by category) statements of account showing the financial position of the ABA. The Treasurer shall prepare other financial reports as approved by the Elected Officers, and shall provide all members with a written receipt or email confirmation for membership dues paid. In the event that a cash card or other similar instrument is provided by the bank it shall not be used for any purchase without written agreement by at least two board members.
Elected Officers have a responsibility to the organization to be present at all regular and special meetings of the ABA membership. In the event that an Elected Officer cannot be present at such meeting, that Officer shall arrange for another ABA member in good standing, or another Officer, to fulfill their duties at that meeting. Failure to make such arrangements for more than two meetings in a calendar year shall be reason for the ABA membership to elect another ABA member to fill the rest of the term of that Officer.
The Elected Officers may designate and appoint one or more committees, which shall consist of both Farm and Associate members, and, where appropriate, outside consultants, but in every case the Committee Chair shall be an ABA Farm Member in good standing who is reachable by e-mail. These committees, to the extent provided for by the Elected Officers, shall have and exercise authority as specified. Standing committees of ABA include: Education Committee, Fiber Committee, Marketing Committee, Show Committee, Newsletter Committee and Health Committee. Ad Hoc Committees will be designated as necessary for other purposes not covered by the Standing Committees.
The Elected Officers and any other Members serving on any Committee or performing any other service for the ABA may be reimbursed for any reasonable expenses if the expense was approved in advance by vote at either a regularly scheduled meeting of the Membership or a special meeting of the Elected Officers. Any such reimbursements shall be reported to the Membership as part of the ABA’s Annual Report. The Elected Officers shall determine the appropriateness of unbudgeted expenditures above $300; any single unbudgeted expenditure over $300 in a calendar year requires a membership approval.
Article 5 – Annual and Special Assessments
Annual membership dues are due and payable by January 31 of each year, and if not paid by February 15 shall result in a $10 penalty being assessed. Unpaid membership dues shall result in a suspension of membership after March 1 of each year. New members joining mid-year will owe a portion of dues pro-rated semi-annually. The Treasurer shall keep an account of dues paid, dues unpaid, penalties owed and pro-rated dues amounts, and shall notify the Secretary and Membership Coordinator of the status of all ABA members on or before each Membership meeting.
Farm members may be subject to one-time assessments for ABA programs and projects as approved by the ABA membership. Only Farm members wishing to participate in the program or project for which the assessment is made will be assessed. Those Farm members who do not wish to participate will not be assessed but will not be eligible to participate either.
Article 6 – Miscellaneous Provisions
All books and records of the Association may be inspected by any ABA Member in good standing or his agent or attorney for any purpose at any reasonable time.
ABA’s agent for notice of legal matters or other business matters shall be the elected President at the time of notice. The President’s contact information can be found in the ABA Membership Directory, or on the ABA website at www.alpacabreedersofarizona.org .
The dissolution of the ABA may be authorized at a meeting of the Membership upon the adoption of a Resolution to dissolve by majority vote of the Farm Members. 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 foundation or corporation that is organized and operated exclusively for charitable, scientific or educational purposes with regard to alpacas, and that has established its tax exempt status under 501(c) (3), (5), or (6) of the Internal Revenue Code. The specific alpaca organization(s) shall be chosen by the ABA membership at the time of dissolution.
These By-Laws were duly amended on January 16, 2010, and shall remain in full force and effect until amended again.