By-Laws of the North American Normande Association
Revised August 8, 2004
The North American Normande Association is the North American Herd book Affiliate for Normande Cattle International. The Association has as its primary objectives: the development, registration and promotion of the Normande breed of cattle in the United States and Canada. The ultimate goal of the Association is to ensure that the Normande breed will make an important contribution to the improvement of the cattle industry. The Association shall establish and maintain efficient systems for the registration, recordation and evaluation for qualified pedigree Normande cattle. The primary aim of the Association will be to maintain high breeding standards.
Section 1. Rules Governing Membership
A. Application for membership must be made in writing to the Association office.
B. The Board of Directors shall have the power to accept or reject any application for membership and the power to suspend or expel any member who conducts himself in a manner detrimental to the Association, or fail to comply with the Rules and Regulations, without refund of membership fee.
C. Any person whose membership has been suspended or expelled must make a written application for reinstatement to the President of the Board of Directors and can be reinstated only after having received two-thirds (2/3) affirmative vote of the Board of Directors.
D. Legal partnerships or incorporated companies shall specify in writing to the President of the Board of Directors the person authorized to vote or act in their behalf at any meeting of the Association.
Section 2. Classification of Members
A. "Active Members" shall be owners of Normande cattle registered with the North American Normande Association whose membership dues and all other fees are paid current. Only active members in good standing shall vote and hold office.
B. "Associate Members" are non-voting members who may be interested in the advancement of the Association and have paid the proper membership fee. Associate members may not hold elective offices.
C. "Honorary Members" are individuals who have made an outstanding contribution to the development of the Normande breed of cattle. They are elected by the resolution of the Board of Directors. "Honorary members" are not entitled to vote and may not hold elective offices unless an Active member.
Section 3. Transfer of Membership
A. Active Memberships. Membership transfer may be made without charge for:
1. To a joint membership with spouse or other members of immediate family if originally issued to an individual.
2. To the surviving spouse or Court ordered heir of a deceased member.
3. To a surviving designated partner when the designated member of a partnership dies or to a Surviving partner when the partnership consisted of two partners only.
B. Only one transfer of an Active Membership shall be permitted without payment of a Membership transfer fee as established by the Board of Directors.
Officers and Directors
Section 1. Election of Directors
A. Only Active members may be a Director.
B. The Board of Directors shall consist of nine (9) members with four (4) Directors being elected each year at the General Meeting. Three (3) of the Directors having a three (3) year term, Two (2) of them having a two (2) year term, and four (4) of them having the one (1) year term
C. Directors shall be elected for a term of three (3) years and may succeed themselves an unlimited number of times.
D. In the event of an unexpired vacancy on the Board, it shall be the duty of the Executive Committee to appoint an interim Director to fill the unexpired position until the next election. This appointment must take place within one hundred twenty (120) days after the development of the vacancy.
E. 120 days prior to the Annual Membership Meeting members of NANA shall receive a notice from the Association asking for names of NANA members to be nominated as candidates for election to the Board of Directors. The names of those nominated are to be submitted to the NANA office by mail with in 30 days of the date of the letter requesting nominations. 60 days prior to the Annual Membership Meeting all NANA Members shall receive (By mail) a ballot mailing envelope and a ballot. Those members unable to attend the Annual Membership Meeting and who would like to participate in electing individuals to the Board of Directors must mail their marked ballot to the NANA office no later than 30 days prior to the Annual Membership Meeting. The ballots received by the NANA office shall remain unopened and the NANA breed secretary shall submit them to be counted with the votes of those members present at the Annual Membership Meeting when the election of Directors is held.
Section 2. Duties of Directors
A. The affairs of the Association shall be managed by the Board of Directors. The Board of Directors shall have two (2) regular meetings each year, one of which shall be held in conjunction with or immediately following the General Membership Meeting and the other at the discretion of the President. Special meetings may be called by the President or upon written request of three (3) Directors. Any Special Meeting called other than by the President shall be held within thirty (30) days of the President's receipt of the same. Ten (10) days advance notice of any Board of Directors meeting shall be required or waiver of notice signed by each Director. A quorum shall consist of three (3) directors who may be present by telephone.
B. The Board of Directors shall have the authority to conduct the business affairs of the Association, amend, repeal, and enforce such rules and regulations, not contrary to law or the Certificate of Incorporation of these By-Laws, as they deem expedient concerning the conduct, management and activities of the Association, the fixing and collecting of dues and fees, and regulations regarding registration, the expenditure of money, the auditing of books and records, the awarding of performance and progeny test awards and other details relating to the general purposes of the Association.
C. The Board of Directors shall have the authority to hire personnel, enter into agreements and contracts, and conduct other business affairs which are advantageous to the welfare of the Association.
Section 3. Removal of a Director
A. A director may be removed for cause by three-fourths (3/4) affirmative vote of the Board of Directors at a Regular or duly called Special Meeting. Two (2) unexcused absences per calendar year from Board of Directors meetings shall constitute for cause. Unexcused absences shall mean absence without prior notice to the President and acceptance and approval by the Board of Directors at such meeting.
B. A Director may be removed by three-fourths (3/4) vote of Active Members attending the Regular Membership Meeting provided that a petition signed by ten (10) Active Members for removal of a Director shall be received by the President not less than thirty (30) days prior to such meeting. The President shall provide no less than fifteen (15) days prior notice to Active Members of such petition. A Director may be removed by three-fourths (3/4) vote of Active Members at a Special Membership Meeting provided that all provisions of Article V, Section 2, Paragraph B are complied with.
Section 4. Election of Officers
A. The Directors shall elect from among the Board of Directors a President, Vice-President, Secretary and Treasurer, whose terms of office shall be for one (1) year. Following the election of Directors, the General Membership Meeting shall be temporarily suspended in order to allow the Board of Directors to elect officers according to secret ballot. Following the election of officers, the General Membership Meeting shall be re-convened by the newly elected President, who shall introduce to the general membership the newly elected officers and continue the business of the General Membership Meeting.
Section 5. Duties of Officers
A. President: Shall be chief executive officer of the Association. He shall preside at its meetings and shall be Chairman of the Board of Directors. He shall issue call for all Board meetings. He shall carry on the business of the Association under the Constitution, the By-Laws and the instructions of the Board of Directors.
B. Vice President: In the absence of the President or at his request, he shall perform the duties of said officer.
C. Secretary: Responsible for minutes of membership and board meetings.
D. Treasurer: Under the direction of the Board of Directors, he shall oversee the financial affairs of the Association and shall perform such other duties as may be delegated to him by the President of the Board of Directors.
Section 6. Indemnification
A. Each person who shall serve as a Director or Officer of the Association shall be indemnified by the Association against all costs and expenses incurred by or imposed upon him, in connection with or resulting from any action, suit or proceeding to which he is, or may be made a party, by reason of his being or having been a Director or Officer of the Association.
B. Such Indemnification shall include settlements made in amounts approved by the Board of Directors at the time such settlement is effected, whether or not such person is a Director or Officer at the time such costs are incurred by or imposed upon him.
C. Except, the indemnification shall not apply where he shall be finally adjudged to be liable by reason of having been negligent or guilty of misconduct or otherwise derelict in the performance of his duty as an Officer or Director.
D. The rights of indemnification herein provided shall not be exclusive of any other right to which such person many be entitled as a matter of law.
Section 1. Appointment, Composition and Duties
The Association shall have such committees as the President may appoint from time to time. Each committee shall consist of a chairman and as many members as shall be considered necessary by the President. One (1) or more members of the Board of Directors shall serve on each committee. Each committee, through its chairman, shall report verbally and/or in writing to the Board of Directors and to the General Membership Meeting as requested by the President. All committees shall be dissolved at the pleasure of the President.
Section 2. Meetings
The chairman of each committee shall be responsible for calling meetings of such committee, either at his own volition or at the direction of the President of the Board of Directors. Committee meetings may be held in any location agreeable to the members of that committee or by tele-conference.
Section 3. Standing Committees
A. Executive Committee: This committee shall consist of the President, Vice President, Secretary and Treasurer. The President shall chair this committee. It shall be the duty of this committee to conduct the urgent affairs of the Association between Board of Director's meetings and implement any prior instructions of the Board. This committee shall have full power to interpret all By-Laws and Rules and such further powers as are set forth in these By-Laws.
Section 1. General Membership Meeting
Shall be held once in every calendar year. The time and place shall be designated by the President of the Board of Directors. All members will be notified in writing no later than forty five (45) days prior to such meeting.
Section 2. Special Membership Meeting
A. May be called at the discretion of the President of the Board of Directors. All members will be notified in writing no later than thirty (30) days prior to the meeting date. Special business to be conducted shall be stated in the notice of the special meeting and no other business matters shall be considered.
B. May be called by petition in the following manner: A petition bearing the signatures of at least ten (10) "Active Members" in good standing, and stating the purpose or purposes of the meeting shall be presented the President. Within fifteen (15) days of the receipt of the petition, the President shall call a meeting of the "Active Members" to be held no later than sixty (60) days after the receipt of the petition. The President shall cause the Registry Secretary to notify the "Active Members" of the meeting and the purpose or purposes of the meeting not later than thirty (30) days prior to the date of the meeting. No business other than that specified in the petition shall be considered at the meeting.
Section 3. Quorum
A. A quorum for a General Membership meeting shall consist of the "Active Members" present and in good standing.
B. A quorum for a Special Meeting shall be 10 or more "Active Members".
Section 4. Parliamentary Authority
Robert's Rules of Order for Parliamentary Procedure will be followed at all official meetings of the Association.
Section 5. Eligibility
Only Active Members are entitled to vote at any Association meeting. The President shall have the discretion to not recognize any Non-Active Member.
Section 6. Notice
Where notice is required in the By-Laws, the date of post-mark using first class mail shall be deemed to be the date notice is given.
Section 1. ByLaw Amendments
The By-Laws of the Association may be amended by the affirmative vote of three-fourths (3/4) of the Active Members present at any General Membership Meeting or Special Membership Meeting called for that purpose. Notice of all proposed amendments from Active Members must be made in writing to the President and shall contain the signature(s) of the Active Member(s) requesting the amendment(s). The proposed amendment(s) must be received by the Association office no later than thirty (30) days prior to the General Membership Meeting. Any proposed amendment(s) in the President's possession must be included in the notice calling the General Membership Meeting. Proposed amendment(s) properly received subsuquent to the meeting call shall be sent to Active Members not later than fifteen (15) days prior to the General Membership Meeting.