BY-LAWS
NORTH EASTERN BEEFALO ASSOCIATION, INC.
The North Eastern Beefalo Association (NEBA) is a non-profit corporation organized under the laws of the State of Vermont.
The purpose of the North Eastern Beefalo Association shall be the promotion, development, and improvement of the Beefalo breed within the rules as defined by the American Beefalo World Registry (ABWR). NEBA is a member organization of the members, by the members, and for the members. The initial geographically defined territory includes all the New England States, New York State, and the adjoining Canadian provinces. Expansion into other neighboring states will be considered as circumstances dictate.
The North Eastern Beefalo Association will encourage the breeding, be it natural service, embryos, or artificial insemination, to registered Full blood, Purebred and Ancestry animals having defined and documented genetic linkage to the Bison breed through verified bison markers, DNA, or other precisely identified means. The definitions as to what constitutes a registerable Beefalo animal are as stated by the ABWR in the Rules of Registry and are repeated here for emphasis and clarity.
a. FULLBLOOD BEEFALO - is defined as an animal that contains exactly 3/8 Bison and 5/8 Bovine in its genetic make-up and is registered with blood type and/or DNA identity.
b. PUREBRED BEEFALO - is a female animal containing 7/8 or higher Beefalo blood and a male animal containing 15/16 or higher Beefalo blood.
c. PERCENTAGE BEEFALO - is defined as any animal with a percentage of Beefalo blood less than that defined as Purebred Beefalo and is identified by the exact percentage or fraction of Beefalo blood – eg. ½ blood Beefalo, ¾ blood Beefalo, etc.
d. ANCESTRY ANIMALS - are those animals that contain more than 3/8 Bison in their genetic background and are registered with blood type and/or DNA identity.
SECTION I. MEMBERS Any person (whether an individual, corporation, partnership, or association) who is interested in the promotion and betterment of the Beefalo breed in the North Eastern Beefalo Association region shall be eligible for membership in this organization.
SECTION 2. MEMBERSHIP CLASSIFICATIONS
2.1 ACTIVE MEMBER - an individual (l8 years or older), corporation, partnership, or association who is the owner, breeder, or who is interested in the Beefalo breed and who applies for membership and who pays the membership fees, abides by the spirit and intent of the By-laws and rules established by NEBA, shall be active members.
2.2 ASSOCIATE MEMBER - is an individual, corporation, partnership, or association, who resides outside the NEBA region but is interested in the betterment of the Beefalo breed, applies for membership and pays membership fees, and abides by the By-laws and rules of NEBA may become an Associate member. Associate members may not hold elective office or be allowed to vote.
2.3 JUNIOR MEMBER - an individual under 18 years of age who is the owner or breeder or shows beefalo cattle, applies for membership and pays the membership fees and abides by the By-laws and rules established by the NEBA, shall be a Junior member. Junior members may not hold elective office and are not allowed to vote.
SECTION 3. MEMBERSHIP RULES
3.1 APPLICATION PROCESS - All applications for membership shall be in writing on forms provided by the NEBA.
3.2 APPROVAL PROCESS - All applications for membership shall be subject to the approval and acceptance by a majority of the Board of Directors.
3.3 SUSPENSION OF MEMBERSHIP - The Board of Directors shall have the power to suspend or revoke the membership of any member who is involved in an activity detrimental to NEBA or the Beefalo breed or who fails to comply with the rules of NEBA. In such event membership fees shall not be returned. A suspended or revoked membership may be reinstated by a majority of the Board of Directors.
SECTION 4. ANNUAL MEMBERSHIP FEES - shall be established by the governing Board of Directors as follows:
Active member $25.00
Associate Member $ 20.00
Junior Member $10.00
Changes to this schedule shall require approval by the membership at the Annual Meeting or other duly warned Special Meeting.
SECTION 5. MEETINGS
5.1 ANNUAL MEETING - The Annual Meeting of the members shall be held each year at a time and place fixed by the Board of Directors. All members shall be given notice by regular mail of the date, place and time of the Annual Meeting not less than fifteen (15) days prior thereto.
5.2 SPECIAL MEETINGS - Special Meetings of the members may be called by the Board of Directors or by a petition signed by a minimum of ten members, or ten percent of the membership which-ever is greater, all participating memberships being in good standing. The petition is to be forwarded to the Chairman of the Board of Directors. Notice of a Special Meeting shall be provided as described in Section 5.1 above.
5.3 QUORUM - A quorum shall consist of those members present, in person or by official proxy, at any duly warned meeting of the corporation. On items brought to a vote by the membership at such meeting, a simple majority will prevail.
SECTION 6. VOTING
6.1 VOTING PRIVILEGES - Only Active Members who are in good standing and whose annual membership dues are paid in full are entitled to vote at any meeting of the membership.
6.2 VOTING RIGHTS - Each member shall have only one vote on any matter submitted for vote at any membership meeting. In the case of a membership held in the name of a corporation, partnership, association or similar entity one vote only may be cast.
6.3 PROXY - Voting rights may be exercised in person or by duly notarized proxy submitted in writing to the Secretary prior to the commencement of the meeting.
SECTION I. BOARD OF DIRECTORS, OFFICERS - The business and affairs of the corporation shall be managed by its Board of Directors. During the start-up period, deemed to be the year 1995, the Board shall consist of five (5) Directors, appointed by the organizing steering committee and will designate its own officers. For the year 1996 and thereon, the Board will consist of seven (7) Directors, all of whom will be elected by the membership at the organization’s Annual Meeting. The Board of Directors will consist of a President, Vice-President, Secretary, Treasurer, and three (3) Directors-at-Large, and will also designate its own officers.
SECTION 2. ELECTION, TERMS OF OFFICE - Directors shall be elected at the Annual Meeting for three year terms in such a fashion that at least two member terms will stand for election each year. Officers of the corporation will be elected by the Board of Directors at its first regularly scheduled meeting following the close of the Annual Meeting. No officer may serve more than six (6) consecutive years in any one position. Vacancies on the Board of Directors occurring during the year shall be filled by Board appointment for the un-expired term. To qualify for election as a Director, a candidate must have been a NEBA member for two years.
SECTION 3. DUTIES
3.1 PRESIDENT - The President shall be the Chairman of the Board of Directors and shall preside at all meetings of the membership and the Board of Directors. He/she shall sign all contracts and written instruments of the corporation, assist in the transaction of all corporate business, and shall perform all other such duties usually performed by such officer together with such responsibilities as shall be prescribed by the Board of Directors. He/she shall report to the members at the Annual Meeting.
3.2 VICE-PRESIDENT - In the absence of or the inability to serve, or at the request of the President, the Vice-President shall assume and discharge all of the duties of the office of the President. He/she shall also perform any and all other such duties as may from time to time be assigned by the President or Board of Directors.
3.3 SECRETARY - The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors; be responsible for giving notice in accordance with these By-laws; be custodian of the corporate records; and keep a register of the postal address of each member.
3.4 TREASURER - The Treasurer shall collect all sums of money owing to the corporation, including annual dues of members; have charge and custody of and be responsible for all funds of the corporation; deposit all such monies in the name of the corporation in such depositories as shall be selected by the Board of Directors; shall pay out of the funds of the corporation all sums owed by the corporation, with sums under the amount of fifty dollars ($50) being paid without prior approval and all amounts over, requiring the approval of two Board members; shall report the condition of the treasury and the names and amounts of membership delinquencies to the Board when requested; shall give an annual report of the condition of the treasury to the members at the Annual Meeting. The Treasurer shall perform all duties incident to the office and other such duties as may from time to time be assigned by the President of the Board of Directors.
3.5 DIRECTORS-AT-LARGE - Directors-at Large shall serve as advisory members of the Board and in general shall perform all such duties as may from time to time be assigned by the President or Board of Directors. Additionally, these Directors will be responsible to audit the corporation’s accounts and to verify the same to the membership each year at the Annual Meeting.
3.6 BOARD OF DIRECTORS - If a Director or an Officer shall be absent, except for good cause as determined by the remaining Board members, from two consecutive meetings of the Board of Directors, the Board may declare at its discretion, the absent Director disqualified as a result of neglect, and proceed to elect a successor from those NEBA members who would otherwise be qualified to serve as such Director or Officer, by an affirmative vote of the remaining Directors. The election by the Board would be to complete the un-expired portion of the absent Director or Officer’s term.
Though the offices of Secretary and Treasurer are separately identified above, it is understood that one Director may, at the Board’s discretion, be elected and responsible for both posts. In such event the Board continues to have seven members, three of whom are officers and four Directors-at-Large.
SECTION 4. MEETINGS
4.1 REGULAR MEETINGS - A regular meeting of the Board of Directors shall be held, without other notice than this By-law, immediately after and at the same place as the Annual Meeting of the members. The Board of Directors may provide by resolution the time, place and plan for future meetings, which shall be held no less than quarterly.
4.2 SPECIAL MEETINGS - Special meetings may be called by or at the request of the President or any three Directors. Notice of such special meeting shall be given at least ten days previous thereto by written notice, delivered personally or by U.S. mail. Board meetings may be held utilizing telephone conference connections, providing all persons participating in such meeting shall be able to hear one another. The participation in such arrangement shall constitute presence in person at such meeting. Any written approval of waivers may be transmitted by telecopier or facsimile with the arising document to be received within 10 days of receipt of the telecopier or facsimile copy.
4.3 QUORUM - Three Directors will constitute a quorum through 1995. From 1996 on with a seven member board, a quorum, at a duly called meeting shall be four (4) Directors.
SECTION 5. VACANCIES - Any vacancy occurring on the Board of Directors, whether by death, resignation, or any other reason, may be filled by the affirmative vote of a majority of the remaining Directors even though less than a quorum of the Board may be present. A Director elected to fill a vacancy shall be elected for the un-expired term of his/her predecessor, if any.
SECTION 6. POWERS - The Board of Directors shall have the power to form committees, to determine direction, to formulate and oversee the daily management of the corporation in accordance with the By-laws and subject to the approval by the general membership. The Board of Directors shall conduct the Annual Meeting.
All meetings of the members and of the Board of Directors shall be conducted in a businesslike, orderly manner.
The fiscal year of the corporation shall begin on the first day of the new calendar year and end on December 31st.
In the event of dissolution of the corporation, the net assets, after all liabilities have been paid, shall be equally distributed among the current members of the corporation at the time of dissolution.
The By-laws may be altered, amended or repealed and new By-laws adopted by a majority affirmative vote of the members at any Annual Meeting, General Membership Meeting or Special Meeting of the members. A copy of the proposed changes in the By-laws shall be mailed to all members at their last known address ten days prior to the meeting at which they will be voted upon.