By-Laws

BY-LAWS

OF

TxOLAN ALPACA ASSOCIATION

 

 

SUBJECT INDEX:

 

ARTICLE I – OFFICES

 

ARTICLE II – MEMBERS

 

            Section 1: Classes of Members

            Section 2: Voting Rights

            Section 3: Termination of Membership

            Section 4: Resignation

            Section 5: Reinstatement

            Section 6: Transfer of Membership

 

ARTICLE III – MEETINGS OF MEMBERS

 

            Section 1: Annual Meeting

            Section 2: Special Meetings

            Section 3: Place of Meeting

            Section 4: Notice of Meetings

            Section 5: Informal Action by Members

            Section 6: Quorum

            Section 7: Proxies

            Section 8: Manner of Acting

            Section 9: Voting by Mail

 

ARTICLE IV – BOARD OF DIRECTORS

 

            Section 1: General Powers

            Section 2: Number and Terms of Office

            Section 3: Regular Meetings

            Section 4: Special Meetings

            Section 5: Notice

            Section 6: Quorum

            Section 7: Manner of Acting

            Section 8: Vacancies

            Section 9: Compensation

            Section 10: Informal Actions by Directors

 

 

 

ARTICLE V – OFFICERS

 

            Section 1: Officers

            Section 2: Election and Term of Office

            Section 3: Removal

            Section 4: Vacancies

            Section 5: President

            Section 6: Vice President

            Section 7: Treasurer

            Section 8: Secretary

            Section 9: Assistant Treasurer and Assistant Secretary

 

ARTICLE VI – COMMITTEES

 

            Section 1: Committees of Directors

            Section 2: Other Committees

            Section 3: Term of Office

            Section 4: Chair

            Section 5: Vacancies

            Section 6: Quorum

            Section 7: Rules

 

ARTICLE VII – CONTRACTS AND FINANCES

 

            Section 1: Contracts

            Section 2: Checks, Drafts, etc.

            Section 3: Deposits

            Section 4: Gifts

 

ARTICLE VIII – BOOKS AND RECORDS

 

ARTICLE IX – FISCAL YEAR

 

ARTICLE X – WAIVER OF NOTICE

 

ARTICLE XI – AMENDMENTS TO BY-LAWS

 

ARTICLE XII – ADOPTION OF BY-LAWS

 

 

 

BY-LAWS

OF

TxOLAN ALPACA ASSOCIATION, INC.

 

ARTICLE I – OFFICES

 

The initial principal office of the Corporation in the State of Texas shall be located at Starfire Alpacas, RR 1, Box 9-D, Cat Spring, TX 78933. The Corporation may have such other offices, either within or without the State of Texas, 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 Texas a registered office and a registered agent whose office is identical with such registered office as required by the Texas Non-Profit Corporation Act. The registered office may be, but does not need to be, identical with the principal office in the State of Texas, and the address of the principal office and the registered office may by changed from time to time by the Board of Directors.

 

ARTICLE II – MEMBERS

 

Section 1: Classes of Members. The Corporation shall have one (1) class of members; the qualifications and rights of the members of such class shall be as follows: Members shall be those alpaca ranches that apply for membership in the Corporation by meeting such qualifications, completing such forms, and paying such annual membership fee or fees as shall be designated by the Board of Directors.

 

Section 2: Voting Rights. Each member ranch shall be entitled to two votes on each matter submitted to a vote of the members.

 

Section 3: Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member for cause after an appropriate hearing. Membership is automatically terminated if the member fails to pay annual dues.

 

Section 4: Resignation. Any member may resign by filing a written resignation with the Secretary.

 

Section 5: Reinstatement. Upon written request signed by a former member and filed with the Secretary, the Board of Directors 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 Board of Directors may deem appropriate.

 

Section 6: 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 at the TxOLAN Alpaca Spectacular Show, held during February of each year, members will be informed of the location at least 30 days prior, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the election of Directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.

           

Section 2: Special Meetings. Special meetings of the members may by called by the President, the Board of Directors, or not less than one-tenth of the members having voting rights.

 

Section 3: Place of Meeting. The Board of Directors may designate any place, either within or outside of the State of Texas, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors.

 

Section 4: Notice of Meetings. Written notice stating the place, day and hour of any meeting of members shall be delivered either personally or by regular or electronic 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. In case of a special meeting or when required by statute or by these by-laws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail and addressed to the member at his or her address as it appears on the records of the Corporation, with postage thereon prepaid.

 

Section 5: Informal Action by Members.  Any action required by law to be taken at the meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

 

Section 6: Quorum.  The members holding one-quarter (1/4) of the votes which 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.

 

Section 7: Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact and submitted to the Secretary for fewer than 3 days in advance of a meeting of the members. No proxy shall be valid after eleven months from the date of execution, unless otherwise provided in the proxy. 

 

Section 8: Manner of Acting. A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or by these by-laws.

 

Section 9: Voting By Mail. Where Directors or officers are to be elected by members of any class or classes of members, such election may be conducted by regular or electronic mail in such manner, as the Board of Directors shall determine.

 

ARTICLE IV – BOARD OF DIRECTORS

 

Section 1: General Powers. The affairs of the Corporation shall be managed by its Board of Directors. Directors must be members of the Corporation.

 

Section 2: Number, and Terms of Office. a. The number of Directors shall be five (5). 

b. Each Director shall hold office until the term of office expires and/or until a successor shall have been elected and qualified. To ensure continuity of leadership on the board, Directors will serve terms of varying length. Director 1 and 2 will serve three-year terms, Directors 3 and 4 will serve two-year terms, and Director 5 will serve a one-year term. Terms will be staggered to so that no more than three Director terms will expire during any given year. There is no limit imposed on the number of terms or the number of consecutive terms that a Director may serve.

 

Section 3: Regular Meetings. A regular annual meeting of the Board of Directors shall be held without other notice than this by-law, after, and at the same place as, the annual meeting of members, and following each other meeting of members as called for by these by-laws. The Board of Directors may provide by resolution the time and place, either within or outside of the State of Texas, as the place for holding any special meeting of the Board called by them.

 

Section 4: Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or outside of the State of Texas, as the place for holding any special meeting of the Board called by them. A special meeting may also be conducted by electronic means.

 

Section 5: Notice. Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by written notice delivered personally or sent by regular or electronic mail to each Director at their address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United State mail in a sealed envelope and so addressed, the postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of any 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 or waiver of notice of such meeting, unless specifically required by law or by these by-laws.

 

Section 6: Quorum. A majority of the Board of Directors 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 Board of Directors, unless the act of a greater number is required by law or these by-laws.

 

Section 8: 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 may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the predecessor’s unexpired term.

 

Section 9: Compensation. Directors as such shall not receive any stated salaries or compensation for their services as Directors or in any other capacity in service of the Corporation, but by resolution of the Board of Directors a fixed sum of expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board, or an industry related meeting where it is in the interest of the Corporation to be represented by a member or members of the Board. 

 

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

 

Section 11: Manner of Meeting. Any meeting of the Board of Directors may be held with Directors present in person, or by electronic means.

 

ARTICLE V – OFFICERS

 

Section 1: Officers. The Officers of the Corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority to perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the office of President and Secretary.

 

Section 2: Election and Term of Office.  The Officers of the Corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be done. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until a successor shall have been duly elected and shall have qualified.

 

Section 3: Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

 

Section 4: Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors 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. The President shall preside at all meetings of the members and of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors by these by-laws or by statute to some other officer or agent of the Corporation; and in general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

 

Section 6: Vice President. In the absence of the President or in the event of his or her inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.

 

Section 7: Treasurer.  If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever; and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with Article VII of these by-laws; submit a report to the annual meeting of the membership of the state of the accounts of the Corporation; maintain and submit such reports and records as are required by law, including Federal tax returns; and in general perform all the duties from time to time that may be assigned by the President or the Board of Directors.

 

Section 8: Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the Corporate records; keep a register of the post office and electronic address of each member which shall be furnished to the Secretary; certify that a quorum of the Board of Directors or of the membership is present for duly called meetings of the Board of Directors or of the membership; maintain the currency of the status of the Corporation with the Office of the Secretary of State of Texas; and such other duties as from time to time may be assigned by the President or the Board of Directors.

 

Section 9: Assistant Treasurers and Assistant Secretaries. If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer, the Secretary, the President, or the Board of Directors.

 

ARTICLE VI – COMMITTEES

 

Section 1: Committees of Directors. The Board of Directors, by resolution adopted by a majority of Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation, except that no such committee shall have the authority of the Board of Directors in reference to amending, altering, or repealing the by-laws electing, appointing, or removing any member of any such committee or any Director or officer of the Corporation; amending the Articles of Incorporation; restating the Articles of Incorporation; adopting a plan or merger or adopting a plan of consolidation with another Corporation; authorizing the sale, lease, exchange or mortgage of all of substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking the proceedings therefore; adopting a plan for the distribution of the assets of the Corporation; or amending, altering, or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or and individual Directors, of any responsibility imposed upon the Board of Directors or any individual Director by law.

 

Section 2: Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be appointed in such manner as 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 thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interest of the Corporation shall be served by such removal.

 

Section 3: Terms of Office. Each member of a committee shall continue as such until the next annual meeting of the members of the Corporation or until a successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member cease to quality as a member thereof.

 

Section 4: Chair. One member of each committee shall be appointed chair by the person or persons authorized to appoint the members thereof.

 

Section 5: Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

 

Section 6: Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum in present shall be the act of the committee.

 

Section 7: Rules. Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the Board of Directors.

 

ARTICLE VII – CONTRACTS AND FINANCES  

 

Section 1: Contracts. The Board of Directors may authorize any officer or officers of the Corporation, in addition to the officers so authorized by these by-laws, 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, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or Vice President of the Corporation.

 

Section 3: Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

 

Section 4: Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or device for the general benefit of the Corporation 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 having any of the authority of the Board of Directors, and shall keep at its 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, for any proper purpose at any reasonable time.

 

ARTICLE IX – FISCAL YEAR

 

The fiscal year of the Corporation shall begin with January 1 and end on December 31 in each year.

 

ARTICLE X – WAIVER OF NOTICE

 

Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or the by-laws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before of after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

ARTICLE XI – AMENDMENTS TO BY-LAWS

 

These by-laws may be altered, amended, or repealed and new by-laws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, if at least two days notice is given, such notice having been delivered personally or by regular or electronic mail of intention to alter, amend, or repeal or to adopt new by-laws at such meeting.

 

ARTICLE XII – ADOPTION OF BY-LAWS

 

The foregoing initial by-laws of this Corporation are hereby adopted by the undersigned, being all of the Directors of such Corporation named in the Articles of Incorporation on May 7, 1997.

 

Carol L. Davis

Bon Burgess

Celia Armour

Dr. Jim Hudson

Bill Brodnax

Amended by the Board of Directors on February 29, 2012.