For the purpose of development and promotion of the colored angora goat breed and working with all other organizations promoting colored angora goats in general, we the members of the Colored Angora Goat Breeder's Association, do hereby adopt this Constitution as the fundamental law of the Colored Angora Goat Breeder's Association.


ARTICLE I - NAME The Name of this organization shall be the Colored Angora Goat Breeder's Association (hereinafter known as CAGBA or the Club).

ARTICLE II - PURPOSE CAGBA is a non-profit organization whose purpose shall be the development and promotion of the colored angora goat; breeder education; colored mohair promotion; the encouragement of closer fellowship among the members through meetings, correspondence, circulation of useful information, news and ideas and in the cooperation with other organizations in the development of the colored angora goat in general.

ARTICLE III -LOCATION AND TERRITORY Sec. l The home of the Club shall be the address of the Treasurer, or as otherwise designated by the Board of Directors.
  Sec. 2


The United States and its possessions, the Dominion of Canada, Mexico, the Islands of the Atlantic Ocean, plus other areas as shall request service will be the territory of operation of CAGBA.

ARTICLE IV - MEMBERSHIP Sec. l Any individual, firm, partnership, association or corporation interested in the breeding, sale or promotion of the colored angora goat is eligible for membership upon proper application. Such members will abide by and be bound by the Constitution and Bylaws of CAGBA.

  Sec. 2. There shall be an Annual Membership meeting, which will generally be held in conjunction with the CAGBA National Show. The date and location of the Annual Meeting shall be published in the Newsletter at least 30 days prior to the meeting. At this Annual CAGBA Meeting, an officer or director representing the Board of Directors of the Club will give a report of the current financial conditions of the Club, any business of the preceding and all actions taken by the Board of Directors during that time.

  Sec. 3 The Board of Directors may call special meetings of the members as necessary to conduct the business of this Club, provided written notice is mailed to all members at least thirty (30) days prior to such meeting. Only the business stated in the notice may be transacted.

  Sec. 4 No officer, director or member shall sign any notes of indebtedness in the name of the Club, unless given specific documented authorization to do so by the action of the Board of Directors.

ARTICLE V - BOARD OF DIRECTORS Sec. l The Board of Directors shall act on behalf of the membership whenever a decision must be made and insufficient time exists for action by the membership, provided these decisions are not contrary to law or this Constitution. These decisions may be revised or amended by the members under the following procedure:
a. Upon petition to the Secretary, by no less than ten (10) members, the proposal to revise or amend action of the Board of Directors shall be submitted to the members by the Secretary within thirty (30) days after the requirement for referenda have been met.
b. The voting shall be closed thirty (30) days after the mailing.
c. A two-thirds (2/3) majority of the votes cast by membership shall constitute a veto of any action of the Board.
d. The Board will report any such decision or amendments to the membership via the newsletter and/or the next meeting.

  Sec. 2 The term Director, as used in this Constitution and Bylaws shall be a person who has been elected by the membership to oversee the affairs of this Club for a specific geographical region.

  Sec. 3 The Board of Directors shall consist of the eligible number of Directors and Officers elected by the membership of this club.

  Sec. 4 The number of Directors shall be seven (7). One for each of the six U.S. geographic regions (Northeast, Southeast, North Central, South Central, Northwest, Southwest) and Canadian.
  Sec. 5 Directors shall be elected for a two (2) year term, three (3) directors each year, so that half the number of directors is elected in any given year.

  Sec. 6 A member in good standing is eligible to hold the position of director. Two (2) years prior membership is preferred, but not required.

  Sec. 7 Directors must keep their CAGBA memberships paid during the term of their Directorship.
  Sec. 8 All voting by Directors shall be by recorded vote so that it can be determined how each Director voted.
  Sec. 9 The President shall be the Chairman of the Board of Directors and have a vote only in the case of a tie.

ARTICLE VI - OFFICERS Sec. l The Officers shall supervise the business of the Club as ordered by the Board of Directors in accordance with the Constitution and Bylaws. The officers of the Club shall be the President, Vice-President, Secretary, and Treasurer and such other officers as may be authorized by the Board from time to time.

  Sec. 2 The term of office for all officers and directors shall be two (2) years with a limit of two (2) consecutive terms.
  Sec. 3 Any member in good standing for two (2) years, with no lapses in their membership, prior to the election is eligible to hold office.
  Sec. 4 Officers must keep their CAGBA memberships paid during the term of their office.

  Sec. 5 At least four (4) months prior to June 1st, the President shall appoint a Nominating Committee of three (3) members, taking into consideration geographical distribution. This committee shall propose at least two (2) candidates for President, Vice-President, Secretary and two candidates for each regional director position. The Nominating Committee shall also make the necessary investigation to insure the proposed candidates understand the responsibilities of the office they are being nominated for, are qualified under CAGBA rules, and will accept the office, if elected. Space shall be provided on the ballot for write-in names for each office and director.

  Sec. 6 The newsletter editor shall prepare the ballot in the newsletter from information received from the Chairman of the Nominating Committee, for mailing to the membership sixty (60) days before June 1st. Balloting will close thirty (30) days after the mailing. A newsletter containing ballots will be mailed first class.

  Sec. 7 The Chairman of the Nominating Committee shall receive the ballots and tabulate at least twenty (20) days before June 1st. The Chairman shall notify all current officers as to the results of the election at least ten (10) days before the Annual Meeting and/or prior to the election results announcement to the membership.

  Sec. 8 In the case of a tie vote, the candidate who has had the longest continuous membership with no lapses in their club membership shall be declared elected.

  Sec. 9 Duties of the new officers shall be assumed June 1st.

  Sec. 10 Any office vacated for any reason with a term of nine (9) month or over remaining will be filled by special election. Vacated offices with terms of less than nine (9) months remaining will be filled by appointment by the President.

ARTICLE VII - COMMITTEES Sec. l The President shall appoint the chairman of all standing and special committees. All such appointees shall be subject to removal by the President.

ARTICLE VIII - MEMBERSHIP MEETINGS Sec. l There shall be an Annual Meeting in conjunction with the annual CAGBA National Show. Date and location of the annual meeting shall be published in the Newsletter at least sixty (60) days prior to the meeting. Prior to the annual meeting a Board of Directors meeting shall be held:
  1. Reading of Minutes
  2. President and Vice President's Report
  3. Secretary's Report
  4. Treasurer's Report
  5. Directors' Reports
  6. Committee Report(s), if any
  7. Unfinished Business
  8. New Business
  9. Good of the Association
  10. Adjournment

  Sec. 2 The procedure of all meetings shall be conducted according to the "Roberts Rule of Order."

ARTICLE IX - AMENDMENTS Sec. l The Constitution and/or Bylaws may be amended by petition in writing to the Secretary and signed by not less than ten (10) members in good standing. The Secretary shall prepare a ballot to be included in the next Newsletter and voting shall be closed thirty (30) days after the mailing. The President shall appoint a committee for the purpose of tabulating and announcing the results.

  Sec. 2 This Constitution and/or Bylaws may be amended by a two-thirds (2/3) vote of all votes cast.

ARTICLE X - AMENDMENT PROCEDURE Sec. l The issue in all voting shall be determined by a majority of votes cast unless specifically provided otherwise.

  Sec. 2 For questions on parliamentary procedure, the "Roberts Rules of Order" shall govern, unless the Board of Directors shall provide otherwise.

BYLAWS

PREAMBLE We, the Board of Directors, with the object in view of providing regulation favorable for the implementation of and pursuant to the Constitution of the Colored Angora Goat Breeder's Association do hereby adopt these Bylaws.

ARTICLE I - MEMBERSHIP Sec. l Application for membership shall be addressed to the Treasurer and shall be accompanied by annual dues. The application shall be in accordance with the rules as established by the Board of Directors.

  Sec. 2 Annual dues shall be set by the Board of Directors and the membership notified through advertisements of the Club. The membership year shall be January 1st through December 31st. Membership dues are payable on or before January 1st. Dues of members unpaid on March 1st and due since January 1st shall be considered in arrears and membership shall lapse. New members paying dues between January 1st and August 31st shall be credited with a full membership for the duration of that calendar year. New members paying dues between September 1st and December 31st shall be credited with a full membership through the following calendar year.

  Sec. 3 The Board of Directors shall designate a location for the Annual Meeting before March 1st of any year. If not so done, the President shall designate a place within sixty (60) days after March 1st.

  Sec. 4 The Secretary shall inform the membership of the place, day and hour of each annual meeting through the newsletter of this Club. Notice of the annual meeting must be published at least thirty (30) days prior to the meeting. In the event of a special meeting, notification shall be twenty (20) days before the time at which the meeting is to be held. If notice is mailed to the last know place of business or residence of any member, such mailing shall constitute proper notice under this Section.

  Sec. 5 Those members present at any meeting of the membership in order constitute a quorum for transaction of business.

ARTICLE II - BOARD OF DIRECTORS Sec. l The officers and directors shall be elected by a postal ballot of the membership.

  Sec. 2 The newly elected officers and directors shall assume their duties on June 1st.

  Sec. 3 The President shall—
  1. As Chief Executive Officer of the Club, maintain general supervision of the affairs of the Club.
  2. Or their appointee, preside at all meetings of the membership, report to the members and make suggestions that S/he may deem advisable.
  3. Be an ex-officio member of all committees.
  4. Call for regular committee reports and see that all committees function properly.
  5. Appoint members to special committee chair positions not filled through elections and fill board vacancies, as described in the Bylaws.
  6. Ensure that the resolutions of the board are carried into effect.
  7. Assist the newsletter editor in obtaining all news of this organization for publication in the newsletter.
  8. Develop and suggest guidelines and strategies to improve Club effectiveness and efficiency.
  9. Present propositions pertaining to administration policy to the Board of Directors or to the members, by separate mailing or though the newsletter of this Club.
  10. Ensure active and effective communication within the Club.
  11. Represent the Club in matters not otherwise provided for.
  12. Maintain an activity/history log for transition to successor.

  Sec. 4 The Vice-President shall—
  1. Occupy the position and perform the duties of the President, when, for any reason, the President is unable to perform such duties. S/he shall perform any additional duties requested by the President or the Board of Directors.
  2. Assist in planning the agenda for the Annual Meeting of the Membership.
  3. Actively participate in all board meetings (including e-meetings) and decision-making.
  4. Perform any additional duies requested by the President or the Board of Directors.
  5. Maintain an activity/history log for transition to successor.

  Sec. 5 The Secretary shall—
  1. Be the recording and corresponding officer of the Club.
  2. Keep accurate minutes of the Club's activities and meetings, submitting the same to the newsletter editor for publication and reading at subsequent meeting.
  3. Conduct the Club's correspondence and maintain files for all correspondence.
  4. Ensure that notice is given for upcoming meetings and elections.
  5. Ensure officers and directors receive copies of meeting agendas and minutes.
  6. Maintain an up-to-date roster of the membership and—
    • immediately notify the board, newsletter editor, and web site host of all new or lapsed membership,
    • provide an updated membership list to the newsletter editor quarterly (prior to n ewsletter publication), and
    • send welcome packets to new members.
  7. Assist the newsletter editor with notification to the membership of Club meetings.
  8. Actively participate in all board meetings (including e-meetings) and decision-making.
  9. Maintain an activity/history log for transition to successor.
  10. Maintain an electronic historical archive of all motions and decisions made by the board or members.

  Sec. 6 The Treasurer shall—
  1. Serve as financial Officer for the Club. It is helpful, but mandatory for this person to have accounting experience and appropriate software to assist in the tasks this position requires.
  2. Maintain custody of the general funds, including membership dues of the Club and dispursing these funds as authorized by the vote of the membership and/or Board of Directors.
  3. Record and report all income and expenditures agains projections (an annual budget).
  4. Receive and deposit funds and keep accurate records of all receipts and disbursement of monies, to include depositing checks/cash, writing checks for Club expenses, and reconciling the Club's bank account(s) monthly.
  5. Prepare a Treasurer's Report including—
    • a quarterly report presented to the Board of Directors for review prior to submitting to the newsletter for publishing, and
    • a report for the Annual Meeting showing receipts and dispursements with a statement of the financial condition of the Club.
  6. Assist the Board of Directors in completing the annual budget.
  7. Receive and process all new and renewal memberships, to include collecting membership dues and notifying the Club Secretary and President of new membership bi-monthly.
  8. Ensure that reports, funds, books, and files are available to the Board for verification and inspection at all times.
  9. Review and recommend financial policies to the Board of Directors.
  10. Ensure adequate internal controls and maintain records in accordance with standard accounting practices.
  11. Actively participate in all board meetings (including e-meetings) and decision-making.
  12. Identify and recommend a qualified successor.
  13. Train successor prior to vacating the position.

  Sec. 7 The Regional Director shall—
  1. Provide support and serve as a contact for CAGBA members within their region.
  2. Provide the newsletter editor with a quarterly regional report.
  3. Work with regioanl fairs/events to promote and support the Club.
  4. Communicate with local groups to promote the Club.
  5. Represent the breeders of his/her region to the best of his/her ability.
  6. Encourage new memberships and welcome new members.
  7. Actively participate in all board meetings (including e-meetings) and decision-making.
  8. Maintain an activity/history log for transition to successor.

ARTICLE III - STANDING COMMITTEES The President shall create those standing committees as called for by the Constitution or as are necessary for the operation and progress of the Club.

ARTICLE IV - DISSOLUTION In the event of the dissolution of the Colored Angora Breeder's Association, any funds in the treasury shall be donated to an organization for the benefit of colored angora goats, which will be selected by the Board of Directors prior to dissolution.

ARTICLE V - GRANDFATHER CLAUSE All rules and regulations of the Club in effect at the time of adoption of the Constitution and Bylaws and not changed by or in conflict with this constitution and Bylaws shall remain in effect until changed by the Board of Directors and adopted by the membership via postal ballot.

 

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