South Central Llama Association
ADOPTED NOVEMBER 6, 1987
Article I. NAME
ARTICLE II. GENERAL
ARTICLE III. MEMBERSHIP
SEC. 3.2 MEMBERSHIP DUES: Dues shall be assessed for the purpose of paying for the annual operating costs of the activities of the Association. The annual dues shall be established by the membership at the annual meeting. Dues shall be set for active and associate memberships.
SEC. 3.3 ANNUAL MEETING: There shall be at least one annual meeting of the membership.
SEC. 3.4 DATE AND PLACE OF MEETINGS: The officers shall determine a date and place for the next meeting.
SEC. 3.5 SPECIAL MEETINGS: Special meetings of the membership may be called by a majority of the officers, or by submission to the secretary of signatures of one-third of the current paid voting membership. After verification of the signatures, it is the responsibility of the officers to call such a meeting as prescribed in Sec. 3.6.
SEC. 3.6 NOTICE OF MEETING: Written notice, stating place, day, and time of the annual or special meetings shall be postmarked not less than thirty days before the date of such meetings to each member on record entitled to vote at such meeting. In the case of a special meeting or function, the purpose for which the meeting is called shall be so stated in the notice.
SEC. 3.7 QUORUM: Ten percent or more of the membership of record shall constitute a quorum. The affirmative vote of a majority of members represented at the meeting in person or by proxy shall be the act of the membership.
SEC. 3.8 VOTING: Each member shall be entitled to one vote on each matter submitted to a vote at the meeting of the membership. A proxy shall be in writing by the member or by duly authorized attorney-in-fact, and shall be valid during the meeting for which it was executed. A mail ballot may be used in lieu of an official vote at a meeting. All elections shall be conducted by a mail ballot. There must be a sufficient number of returned ballots to establish a quorum (see Sec. 3.7).
SEC. 3.9 CLASS OF MEMBERSHIP: Membership may be listed as an individual name, farm name, ranch name, or business name. In any case of family membership with both husband and wife as members, only one vote will be allowed between them, and either husband or wife may cast that vote.
SEC. 3.10 ASSOCIATE MEMBERSHIP: Associate membership in the Association will be accepted to include supporting organizations or businesses, but such membership will have no voting privileges.
ARTICLE IV. OFFICERS
SEC. 4.1 OFFICERS: The officers shall be president, vice president, secretary, and treasurer. Their election shall be by majority vote of the membership at the annual meeting and in compliance with SEC. 3.7 and 3.8. All elected officers shall constitute the executive committee and shall also be directors of the Association.
SEC. 4.2 TERM OF OFFICE: The officers shall hold office for a two year term and shall be installed at the annual meeting.
SEC. 4.3 INSTALLATION OF OFFICERS: Newly elected officers shall be installed as the last order of business at the annual meeting in which they are elected. (See SEC.4.9)
SEC. 4.4 PRESIDENT: The president shall be the chief executive officer of the Association and chairman of the elective committee. The president shall represent the Association as the official spokesman and shall serve as the official representative of the Association when necessary.
SEC. 4.5 VICE PRESIDENT: In the absence of the president, the vice president shall serve in his stead. The vice president shall be the chairman of the Property Committee (SEC. 7.4) and shall assist the president in any matter so directed by the president.
SEC. 4.6 SECRETARY: The secretary shall maintain records of the bylaws and all general meetings and executive committee meetings. Records of special events shall be maintained by the secretary.
SEC. 4.7 TREASURER: The treasurer shall maintain Association rosters of current paid membership, and shall maintain all financial records of the Association as well as issue payments in accordance with rules set by the executive committee.
SEC. 4.8 EXECUTIVE COMMITTEE: In order to provide continuity and a method of disseminating information to the membership, the executive committee shall meet or confer when necessary to conduct business of the Association. The executive committee shall expend as necessary the duties of the elected officers and standing committees.
SEC. 4.9 VACANCIES: In the event of a presidential vacancy, the vice president shall become president. The Board of Directors shall fill any vacancy on the Board other than that of President, by appointment of the first runner-up during the last election of Officers/Directors. If there is no runner-up, or the runner-up candidate is unwilling or unable to serve, any vacancy shall be filled by an Association member in good standing chosen by the remaining Board. Regional Director replacements shall be selected from the geographic region they will represent. A Director or Officer appointed to fill a vacancy shall serve for the unexpired term of their predecessor in office.
SEC. 4.10 RECALL: An officer way be removed from office by a recall election at an annual meeting or a special meeting called in compliance with Sections 3.6, 3.7, and 3.8.
ARTICLE V. DIRECTORS
SEC. 5.1 DIRECTORS: Directors of the Association empowered with a vote shall consist of the elected officers and five other members. The immediate past president shall serve as a director in an advisory non-voting capacity.
SEC. 5.2 SELECTION OF DIRECTORS: Directors, not including the officers or the past president, shall be elected by the majority of the voting membership, but shall be chosen in the following manner: Four directors shall be chosen to each represent one of four districts of the Association. The fifth director shall be chosen to represent the Association members in an at-large capacity. In the event of a director vacancy, the procedure described in SEC. 4.9 will be used to fill that vacancy.
SEC. 5.3 DIRECTOR DISTRICTS: The executive committee shall divide the Association into four districts to represent the membership of the Association. A director shall be chosen from each district. The executive committee shall revise the districts as the Association growth dictates.
SEC. 5.4 DUTIES OF DISTRICT DIRECTORS: District directors shall represent the Association at large, and shall also aid the president of the Association by relaying information to the district they represent, and providing leadership and/or guidance to shows, playdays, and other special events in their districts. In these matters, the district directors shall report to the Association president.
SEC. 5.5 DIRECTORS' TERM OF OFFICE: The immediate past president shall serve a two year term as a director. All other directors, except the officers, shall serve three year terms with no more than two directors being elected in any single year.
ARTICLE VI. AFFILIATIONS
SEC. 6.1 AFFILIATIONS: The Association may decide to associate with any other organization if authorized at the annual meeting or special meeting by a majority vote in accordance with Sections 3.6, 3.7, and 3.8.
ARTICLE VII. COMMITTEES
SEC. 7.1 ACTIVITIES COMMITTEE: The activities committee is to formulate and coordinate plans for such activities that the Association may desire.
SEC. 7.2 MEMBERSHIP COMMITTEE: The membership committee shall enlist and encourage growth of the Association.
SEC. 7.3 NOMINATION COMMITTEE: The nomination committee shall present nominees for officers prior to the annual meeting for election of officers.
SEC. 7.4 PROPERTY COMMITTEE: The property committee shall be chaired by the vice president and shall be responsible for listing, labeling, upkeep, distribution, and storing of all property belonging to the Association.
SEC. 7.5 OTHER COMMITTEES: Other committees may beestablished as deemed necessary by the president or executive committee.
SEC. 7.6 APPOINTMENT OF COMMITTEES: All committees shall be appointed by the president promptly after the annual meeting and shall be responsible to the executive committee for their actions.
ARTICLE V[II. DISSOLUTION
SEC. 8.1 DECISION TO DISSOLVE: The dissolution of the Association shall be by majority vote at a meeting called in accordance with Sections 3.4 or 3.5, and in compliance with Sections 3.6, 3.7, and 3.8.
SEC. 8.2 PAYMENT OF LIABILITIES AND DISTRIBUTION OF ASSETS: Upon dissolution, all liabilities and obligations of the Association shall be paid, satisfied, and discharged, or adequate provisions shall be make therefore, and then the remaining assets shall be liquidated and distributed to a non-profit organization that has established a tax exempt status. The specific organization shall be chosen by the membership at the time of dissolution.
ARTICLE IX. AMENDMENT OF BYLAWS
SEC. 9.1 AMENDMENTS: These bylaws may be amended at any annual meeting, or special meeting called for such purpose, by two-thirds vote of the paid voting membership.
ARTICLE X. GEOGRAPHICAL AREA
SEC. 10.1 GEOGRAPHIC AREA: The South Central Llama Association shall extend an invitation for members and offer its service to the general public in the geographic areas of Texas, New Mexico, Oklahoma, Arkansas. and Louisiana, but shall not be limited to this area.