Nebraska Dairy Goat Association

ARTICLE I. OFFICES:    

The principal office of the corporation in the State of Nebraska shall be located at 1337 County Road 1900 in the county of Saline, Wilber, NE.  The corporation may have such other offices within the State of Nebraska as the Board of Directors may determine or as the affairs of the corporation may require from time to time.  The corporation shall have and continuously maintain in the State of Nebraska a registered office and a registered agent whose office is identical with such registered offices as required by the Nebraska Non-Profit Corporation Act.  The registered office may be, but need not be, identical with the principal office, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II.  MEMBERS: 

 Section 1. Regular members shall be those as provided herein of an adult age (21 years or older) who shall be entitled to all the benefits of membership, having full voting rights on each matter submitted to vote of the members and shall be entitled to be elected to the Board of Directors or any other office of the corporation.  However, a person who is 18 years or older may become a regular member instead of a junior member, and be entitled to all of the benefits therein.  Additionally, the Outstanding Youth shall be given a regular membership during the time he or she is the Outstanding Youth.

Section 2. Junior members shall be one or more members of the same family, all under 21 years, who have not obtained a regular membership.  Junior members shall not be entitled to full voting rights on matters submitted to a vote of the members and shall not be elected to the Board of Directors or any other office.  However, the reigning Outstanding Youth shall be a representative of all junior members, and on matters submitted to the vote of the members, the Outstanding Youth shall be entitled to cast a total of one vote.

Section 3. Selection of Members: Any person, corporation, or partnership owning either registered or grade dairy goats, or demonstrating an interest in promotion of the goat industry, and of good moral character are eligible for membership.

Section 4. Voting Rights: Except as provided in Sec. 2, only regular members shall be entitled to vote on matters submitted to a vote of the members and each regular membership shall be entitled to one vote on each matter.

Section 5. Termination of Membership.  The BOD (Board of Directors), by affirmative vote of two-thirds of all the members of the Board may suspend or expel a member for cause after an appropriate hearing.  A member who shall be in default in the payment of dues for a period of two months after such dues are payable may be terminated by the BOD.

Section 6. Reinstatement.  Upon written request signed by a former member and filed with the Secretary, the BOD may, by the affirmative vote of two-thirds of the members of the Board, reinstate such former member to membership upon such terms as the BOD may deem appropriate.

Section 7. Transfer of Membership. Membership in this corporation is not transferable or assignable.

ARTICLE III. MEETINGS OF MEMBERS:

Section 1. Annual Meeting.  An annual meeting of the members shall be held in September, October or November, time and place to be set not less than two months prior and duly announced, for the purposes of electing Directors and for the transactions of such other business as may come before the meeting.  If the election of Directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a social meeting of the members as soon thereafter as conveniently may be.

Section 2. Regular Meetings.  Regular meetings of the members shall be on a date set by the President.

Section 3. Special Meetings.  The President, the Board of Directors, or not less than one-tenth of the members having voting rights may call special meetings of the members.

Section 4. Place of Meeting.  Designation of the place of the next regular meeting of the Corporation shall be made at the preceding regular meeting.  If no designation is made or if a special meeting be otherwise called, the place of the meeting shall be determined by the President.

Section 5. Notice of Meetings.  Written or printed notice stating the place, day and hour of the annual meeting of the members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting not less than ten days before the date of such meeting by, or at the direction of, the President or the Secretary or the officers or persons calling the meeting.  Publication of such notice in the Association newsletter shall be deemed as fulfilling this requirement.  In the case of a special meeting or when required by these bylaws, the purpose(s) for which said special meeting is called shall be stated in the notice, and notices for said meeting shall be in writing as provided for annual meetings.

Section 6. Quorum.  The members holding 10% of the votes that may be cast at any meeting shall constitute a quorum at such meeting.  If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

ARTICLE IV. BOARD OF DIRECTORS:

Section 1. General Powers.  Its Board of Directors shall manage the affairs of the corporation.  Directors must be residents of the State of Nebraska, and members of the Corporation.

Section 2. Number, Tenure, and Qualifications.  The number of elected Directors shall be five (5).  Each Director shall hold office until his successor shall have been elected and qualified at the annual meeting, or in the case of the Outstanding Youth, selected and announced as the Outstanding Youth.  Two Directors will be elected to two-year terms each year.  One Director shall be elected to a one (1) year term each year.  There shall be one Director from each quadrant of the State and one At-Large.  Each District shall nominate one candidate for Director-At-Large each year to be voted upon at the Annual Meeting to serve a one-year term beginning in 1985.  The quadrants shall essentially be divided by Highways 92 and 281.  The President, Vice President, Secretary/Treasurer, and the current Outstanding Youth shall also be voting members of the BOD.  A Director must be a regular member of the Association.

Section 3. Regular Meetings.  A regular annual meeting of the BOD shall be held without other notice than this bylaw, immediately after and at the same place as the annual meeting of members.  The BOD may provide by resolution the time and place, either within or without the State of Nebraska, for the holding of additional regular meetings of the Board without other notice than such resolution.

Section 4. Special Meetings.  Special meetings of the BOD may be called by or at the request of the President or any two Directors.  The person(s) authorized to call special meetings of the Board may fix any place, either within or without the State of Nebraska, as the place for holding any special meetings of the Board called by them.

Section 5. Notice.  Notice of any special meeting of the BOD shall be given at least two days previously thereto by notice delivered personally, by telephone, or sent by mail to each Director at his address as shown by the records of the Corporation.  Any Director may waive notice of any meeting.  The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, not the purpose of, any regular or special meeting of the Board need be specified in the notice of waiver of notice of such meeting unless specifically required by law or by these bylaws.

Section 6. Quorum.  A majority of the BOD shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting.  The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the BOD, unless the act of a greater number is required by law or by these bylaws.

Section 8. Compensation.  Directors shall not receive any salaries for the services, or any other compensation.

Section 9. Vacancies.  Any vacancy occurring in the Board of Directors and any Directorship to be filled by reason of an increase in the number of Directors shall be filled by the membership.  A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 10.  Informal Action by Directors.  Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors.

Section 11. Removal. Any Director elected or appointed may be removed by the voting membership at a specially called meeting whenever, in its judgement, the best interests of the corporation would be served thereby.  District members will select a representative to meet with the BOD to arbitrate the charges.

ARTICLE V. OFFICERS:

Section 1. Officers.  The officers of the corporation shall be a President, a Vice President, a Secretary/Treasurer and any other officers as may be elected in accordance with the provisions of this Article.

Section 2. Election and Term of Office.  The officers of the corporation shall be elected annually by the Membership at the annual meeting.  Each officer shall hold office until his successor shall have been duly elected and shall have qualified.  The BOD shall elect the officers to hold office from the first meeting of the Board until the first regular annual meeting of the corporation.

Section 3. Removal. Any officer elected or appointed may be removed by the voting membership at a specially called meeting whenever, in its judgement, the best interests of the corporation would be served thereby.  Members will select a representative to meet with the BOD to arbitrate the charges.

Section 4. Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the BOD for the unexpired portion of the term.

Section 5. President.  The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation.  He shall preside at all meetings of the members and Board of Directors.  He may sign, with the Secretary or any other proper officer of the corporation authorized by the BOD, any deeds, mortgages, bonds, contracts, or other instruments which the BOD has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the BOD or by these bylaws or by statute to some other officer or agent of the corporation; and in general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the BOD from time to time.  The immediate past President shall serve as an advisor to the current President and shall be invited to attend all meetings of the BOD in this capacity.

Section 6. Vice President.  In the absence of the President or in the event of his/her inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of, and be subject to all restrictions upon, the President.  Any Vice President shall perform such other duties as from time to time may be assigned to him by the President.

Section 7. Secretary/Treasurer.  The Secretary/Treasurer shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these bylaws or as required by law, be custodian of the corporate records and of the seal, if a seal is obtained, keep a register of the post office address of each member which shall be furnished by each member.  If required by the BOD, the Secretary/Treasurer shall give a bond for the faithful discharge of his duties in such sum and with surety or sureties as the BOD shall determine.  He shall have charge and custody of and be responsible for all funds of the corporation in such banks or other depositories as shall be selected in accordance with the provisions of Article VII of these bylaws.  The position of Secretary/Treasurer will be a job separate from the editor of the corporation newsletter.  In general, the Secretary/Treasurer will perform all the duties incident to the office and such other duties as from time to time may be assigned by the President or the BOD.

ARTICLE VI. COMMITTEES:

Section 1. Committees.  A committee or committees may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present.  Except as otherwise provided in such resolution, members of each such committee shall be members of the corporation and the President of the Corporation shall appoint the members thereof.  Any member may be removed by the person(s) authorized to appoint such member whenever in their judgement the best interests of the corporation shall be served by such removal.

Section 2. Chairman.  One member of each committee shall be appointed Chairman of the committee by the President to serve indefinitely and shall be invited to all Board meetings as a non-voting member.

Section 3. Rules.  Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the BOD.

Section 4. Parliamentarian.  The President shall appoint a parliamentarian.  It shall be the duty of the Parliamentarian to advise the members and the BOD on all actions and procedures affected by these bylaws invited to attend all meetings of the association in this capacity.

ARTICLE VII. CONTRACTS, CHECKS, DEPOSITS AND FUNDS:

Section 1. Contracts.  The BOD may authorize any officer(s) or agent(s) of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, Etc.  All checks, drafts, money orders, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by the Secretary/Treasurer.

Section 3. Deposits.  All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks or other depositories as the Board of Directors (BOD) may select.

Section 4. Gifts.  The BOD may accept on behalf of the corporation any contribution, gift, bequest or device for the general purposes or for any special purpose of the corporation.

ARTICLE VIII.  BOOKS AND RECORDS:

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and Committees, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote.  All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.

ARTICLE IX. FISCAL YEAR:

The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.

ARTICLE X. DUES:

Section 1. Annual dues.  The BOD may determine from time to time the amount of initiation fee, if any, any annual dues payable to the corporation by members of each class.

Section 2. Payment of Dues.  Dues shall be payable January 1st of each year.  Members joining after that shall be assessed dues according to a resolution adopted by the BOD from time to time, which dues may include an additional charge for late payment, or prorate reduction in the case of new members.  The BOD shall suspend the payment of dues requirement for the recipient of the Outstanding Youth award during the time the youth is the Outstanding Youth.

Section 3. Default and Termination of Membership.  When any member of any class shall be default in the payment of dues, the membership shall be terminated until such time as dues are paid.

ARTICLE XI. SEAL: 

The BOD may provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon, the name of the corporation and the words, "Corporate Seal of Nebraska Dairy Goat Association."

ARTICLE XII.  WAIVER OF NOTICE:

Whenever any notice is required to be given under the provisions of the Nebraska Non-Profit Corporation Act or under the provisions of the articles of incorporation or by the bylaws of the corporation, a waiver thereof in writing signed by the person(s) entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIII. AMENDMENTS TO BYLAWS:

These bylaws may be amended by a majority vote of the membership at any annual or special meeting.  Proposed changes shall be published prior to that meeting.

ARTICLE XIV. PROXIES: 

Written proxies duly signed by legal members of the corporation shall be accepted as legal votes at any duly called meeting.  Such Proxies may indicate a specific vote or be voted at the discretion of the holder as indicated by the member issuing the proxy.

ARTICLE XV. NEWSLETTER:

Section 1. Name of Newsletter.  A state newsletter entitled the CAPRI-ZETTE will be published as the Board of Directors sees fit on a regular basis to inform the membership of the activities within the state as it involves the members in general.

Section 2. Editor.  The Capri-Zette will be masted by an Editor to serve at the pleasure of the BOD to insure that the policies of the NDGA are properly and fairly communicated to the membership.

ARTICLE XVI. DAIRY HERD IMPROVEMENT ASSOCIATION:

These bylaws acknowledge the existence of the Nebraska Dairy Goat Association Dairy Herd Improvement Program in cooperation with the Nebraska State Dairy Herd Improvement Program and the National Co-Ordinating Dairy Herd Improvement Association.

photo of French Alpine does courtesy of Carol, TX