California Angus Association

ARTICLE I - OFFICES

The principle office of the corporation shall be at the address of the treasurer.

ARTICLE II - MEMBERS

SECTION 1. CLASSES OF MEMBERS: The Corporation shall have four classes of members. Designation of such classes and the qualifications and rights of the members of such classes shall be as follows:

REGULAR MEMBERS: Any person of good character engaged in the breeding of Black Aberdeen Angus cattle may apply for regular membership in the Association by filing with the Treasurer written or printed application in such form as the Directors shall prescribe, together with the membership dues for the current year. The acceptance of members shall be subject to the approval of the Board of Directors, as provided below, and all memberships shall be subject to these By-Laws. Partnerships and Corporations may hold membership.
JUNIOR MEMBERS: Special memberships shall be made available to those persons under the age of 21 interested in the breeding of Black Aberdeen Angus cattle.
HONORARY MEMBERS: Honorary members shall consist of such distinguished persons as the Board of Directors may, at its discretion, elect as such.

SECTION 2. VOTING RIGHTS: Each regular member shall be entitled to one vote on each matter subjected to a vote of the members. None of the other classes of members shall be entitled to vote.

SECTION 3. INTEREST IN PROPERTY: In the event of dissolution of the Association, only regular members in good standing at the time thereof shall have an interest in the property owned by the association.

SECTION 4. TERMINATION OF MEMBERSHIP: The 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, and, by a majority vote of those present at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in ARTICLE XIII of these By-Laws.

SECTION 5. RESIGNATION: Any member may resign by filing a written resignation with the secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.

SECTION 6. REINSTATEMENT: Upon written request signed by a former member and filed with the secretary, the Board of Directors, by the affirmative vote of two-thirds of the members of the Board, may reinstate such former member to membership upon such terms as the Board of Directors 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 each year on a date to be set at the discretion of the President.

SECTION 2. SPECIAL MEETINGS: Special meetings of the members may be called by the President or by the vote of the Board of Directors and the Directors shall call such special meeting upon the written application of ten regular members of the Association.

SECTION 3. PLACE OF MEETING: The Board of Directors may designate any place, within the State of California, as the place of meeting for any annual meeting or for any special meeting of members called by the Board of Directors. If no designations is made or if special meeting be otherwise called, the place of meeting shall be the registered offices of the corporation in the State of California; but if all the members shall meet at any common place, within the State of California, and consent to the holding of a meeting, such meeting shall be valid without call or notice and at such meeting any corporate action may be taken.

SECTION 4. NOTICE OF MEETINGS: Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered either personally or by mail, to each member entitled to vote at such meeting, not less than 10 nor more than 60 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.

In case of a special meeting or when required by the statute or by these By-Laws, the purpose or purposes 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 addressed to the member at his address as it appears on the records of the corporation, the postage thereon prepaid.

SECTION 5. INFORMAL ACTION BY MEMBERS: Any action required by law to be taken at a 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 to be taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

SECTION 6. QUORUM: At any meeting of members 20% members shall constitute a quorum. Should there be no quorum present the President shall adjourn the meeting to a later date.

SECTION 7. USE OF WRITTEN PROXIES BY MEMBERS: Every person entitled to vote or execute consent shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such person or their duly authorized agent and filed with the Secretary of the corporation; provided that no such proxy shall be valid at the expiration of eleven months from the date of its execution, unless the member executing is specified therein the length of time for which such proxy is to continue in force, which in no case shall exceed seven years from the date of its execution.

SECTION 8. VOTING: Only regular members shall be entitled to vote upon any matters at any meeting of the members.

SECTION 9. VOTING BY MAIL: Where directors are to be elected by regular members, such election may be conducted by mail in such manner as the Board if Directors shall determine.

ARTICLE IV - BOARD OF DIRECTORS

SECTION 1. GENERAL POWER: The government and management of the Association shall be vested in the Board of Directors. Directors shall be regular members of the Association.

SECTION 2. NUMBER AND TENURE: The number of directors shall be twelve (12) during 1966 and thereafter, and until this number be increased or decreased, in accordance with these By-Laws and pursuant to any necessary amendment of the Articles of Incorporation. Each Director shall hold office for three years, or until his successor is elected and qualified, which ever is later. No director shall serve more than two consecutive terms.

SECTION 3. REGULAR MEETINGS:

A regular annual meeting of the Board of Directors shall be held without other notice than these By-Laws, immediately before, and at the same place as the annual meeting of members.
The Board of Directors may provide by resolution the time and place, within the State of California, for the holding of additional regular meetings of the Board without other notice than such resolution.
There shall be a minimum of three (3) Board of Director’s meeting annually.

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, within the State, as a place for holding any special meeting of the Board called by them.

SECTION 5. NOTICE:

If a special meeting is for the purpose of acting upon arrangements for a show and sale, or sale, or authorizing any transactions therewith, notice shall be given at least twenty-four hours in advance of the meeting date, either in writing, by word of mouth or by telegram.
Notice of any other special meeting of the Board of Directors shall be given at least 10 days previously thereto by written notice delivered personally or sent by mail or telegram to each Director at his address as shown by the records of the corporation. Such notice shall state the purpose of the meeting. Only such matters as may be within the scope of the purposes so stated, or incidental thereto may properly come before such meeting for action. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the Telegraph company. 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 was not lawfully called or convened.

SECTION 6. QUORUM: Six Directors shall constitute a quorum at any of the meetings of the Board of Directors.

SECTION 7. WAVIER OF NOTICE: The transactions of any meeting of the Board of Directors, however called and noticed or however held, shall be as valid as though acted upon at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the Directors not present sign a written waiver of notice or a consent to holding such meeting or an approval of the Minutes thereof. All such waivers, consents or approvals shall be filed with the Association records and made a part of the Minutes of the meeting.

SECTION 8.

The act of the majority of the Directors present at a meeting at which quorum is present shall be the act of the Directors, unless the act of a greater number is required by law or by these By-Laws.
ACTION WITHOUT MEETING: The Board of Directors may take any action within its powers, without a meeting, if all the members of the Board, individually or collectively, consent in writing to such action. The signed consent or consents shall be filed with the Minutes of the Board. Such unanimous action by written consent shall have the same force and effect as any unanimous vote of the Directors. Any certificate or other document filed and relating to action so taken shall state that the action was taken without a meeting, by unanimous written consent by the Board of Directors, and that the By-Laws authorized the Directors to so act.
VOTE BY PROXY NOT VALID: Except as provided in paragraph (2) above, votes by writing or by proxy of the directors are not valid.

SECTION 9. SPECIFIC POWERS OF DIRECTORS: In addition to the general powers of the Directors described above, the powers and duties of the Directors shall include the following:

To select and remove, at pleasure, either with or without cause, all agents and employees of the Association; to prescribe such duties for each of them as may not be inconsistent with these By-Laws and the laws of the State of California; to fix their compensation subject to the provisions of these By-Laws and to require from them security for faithful service.
To conduct, mange and control the affairs and business of the Association, and to make rules and regulations therefore not inconsistent with these By-Laws and the laws of the State of California.
To change and to fix and to locate from time to time the office of the Association; to adopt and use a corporate seal; and to alter the form of such seal from time to time as in its judgment the Board may deem best.
To borrow money and incur indebtedness for purposes of the Association, with or without security.
Generally to do and to perform every act or thing whatsoever permitted by law and these By-Laws that may be for the best interest of the Association.

SECTION 10

Directors shall be regular members of the Association.
The Board of Directors shall consist of:
(a) Twelve (12) duly elected from the regular association membership.
(b) Past presidents of the association shall be the ex-officio members of the Board of Directors and shall be entitled to vote.
(c) The California Junior Angus Association advisor, who will also be entitled to vote.
A nominating committee will be appointed 60 days before the annual membership meeting and a slate of proposed directors submitted to the membership at the annual meeting. Regular members may make additional nominations from the floor. Nominations will be closed at the annual meeting. The secretary will send, or cause to be sent, written ballots to each regular member of the Association by United States mail within 60 days of the annual meeting. Duly elected directors shall be qualified and assume their duties within 90 days after the mailing of the ballots.
Vacancies in the Board of Directors, whether by reason of death, resignation or otherwise, shall be filled by vote of the Board of Directors, provided only that any director so designated to fill a vacancy shall serve only the unexpired portion of the term of the director whose vacancy he or she is designated to fill.

ARTICLE V - OFFICERS

SECTION 1A. The officers of the Corporation shall be a President and a Vice-President who must be regular members and directors of the Association and any other officers as may be elected in accordance with the provisions of this Article.

SECTION 1B. The Secretary and Treasurer shall be elected or appointed by the Board of Directors. These officers, unless a duly elected Director shall have the right to express opinions on any matter under discussion, but shall have no vote.

SECTION 2. The Board of Directors may elect or appoint such other officers as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. The offices of Secretary and Treasurer may be held by one person, in which case that person shall be known as the Secretary-Treasurer.

SECTION 3. 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 the officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until the next annual meeting of the Board of Directors, or until their successor shall have been duly elected and shall have qualified, whichever is later.

SECTION 4. REMOVAL: Any officer elected or appointed by the Board of Directors may be removed by a two-thirds majority vote of 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 5. VACANCIES: A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board if Directors for the unexpired portion of the term.

ARTICLE VI - PRESIDENT

SECTION 1. It shall be the duty of the President to preside at all meetings of the Directors and of the members; to call such meetings as are herein provided to be called by the President; to see that the By-Laws and such rules and regulations as may be adopted by the Board of Directors are rigidly enforced; to supervise generally all of the affairs of the Association, and at the annual meeting to make a report of the accounts and general business of the Association during the previous year.

SECTION 2.

The President shall nominate all standing committees that may be deemed necessary by the Board of Directors, and shall be ex-officio a member of all committees. Such nominations shall be presented by the President to the Board of Directors at its first meeting following such nominations, for a confirmation or rejection. Said committees shall have power to act from time of appointment by the President.
The President shall appoint subject to confirmation by the Board of Directors, such committees as may from time to time be deemed necessary by the Board of Directors.

SECTION 3. Except as hereinafter provided, the President shall sign jointly with the Secretary all contracts and other instruments in writing.

ARTICLE VII - VICE-PRESIDENT

SECTION 1. In the absence or inability of the President, the Vice-President shall preside at all the meetings of the Directors and the members and shall perform the duties of the President.

SECTION 2. If the President and the Vice-President are absent from any said meetings, the Secretary or the Treasurer shall call the meeting to order and a temporary chairman shall be chosen.

ARTICLE VIII - SECRETARY

SECTION 1. The Secretary, who may also serve as the Business Manager, and may have the title of Secretary-Treasurer, shall keep a record of all the proceedings of the Directors and members of the Association in a book of minutes. They shall give, or cause to be given, notice of all meetings of the members and Directors required by the By-Laws or by law, to be given. They shall keep the seal of the corporation in safe custody. They shall have such other powers and perform such other duties as may be prescribed by the Board of Directors. In the absence or inability of the Secretary, any other officer designated by the Board shall perform all of the duties of the Secretary until a successor Secretary is appointed.

SECTION 2. The Secretary and/or any Assistant Secretary shall perform such other duties as may be designated by the Board of Directors.

SECTION 3. In the event of any amendment or change in the organization or officers of the Association, it shall be the duty of the Secretary to publish and issue the news of such amendment or change to all members.

ARTICLE IX - TREASURER

SECTION 1.

The Treasurer shall keep and maintain the books and records of account of the Association. Said books of account shall at all times be open to inspection by any Director. They shall cause the funds of the Association to be collected and shall deposit them in its time. They shall disburse the funds as may be ordered by the Board of Directors and shall render to the President and Directors, whenever requested, an account of all of his transactions as Treasurer, and of the financial condition of the Association. The Treasurer shall submit a statement of his accounts at each regular meeting of the Directors, with proper vouchers, and shall settle the same if required. They shall render an annual account immediately prior to the annual meeting of the Board of Directors.
In the absence or inability of the Treasurer, any other officer of the corporation designated by the Board shall perform all of the duties of such Treasurer until such time as a Treasurer is appointed.
The Treasurer shall do and perform such other duties as may be designated by the Board of Directors.

ARTICLE X - COMMITTEES

SECTION 1. COMMITTEES OF DIRECTORS: The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate 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 Association, but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or them by law.

SECTION 2. OTHER COMMITTEES: Other committees not having and exercising the authority of the Board of Directors in the management of the Association 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 Association, and the President of the Association 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 interests of the Association shall be served by such removal.

SECTION 3. TERM OF OFFICE: Each member of a committee shall continue as such until the next annual meeting of the members if the Association and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

SECTION 4. CHAIRMAN: One member of each committee shall be appointed chairman 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 original appointment.

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 is present shall be the act of a committee.

SECTION 7. RULES: Each committee may adopt rules for its own government no inconsistent with these By-Laws or with the rules adopted by the Board of Directors.

ARTICLE XI - CONTRACTS, CHECKS AND FUNDS

SECTION 1. FUNDS: Funds of the Association shall be withdrawn only on checks signed by the persons designated by the Board of Directors.

SECTION 2. CONTRACTS: The Board of Directors may authorized any officer or officers, agent or agents 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 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 depository places 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 purposes or for any special purpose of the corporation.

SECTION 5. LIABILITY: No member of the Association shall be personally liable to the creditors of the Association for any indebtedness or liability outstanding or hereafter incurred; and any and all creditors shall look only to the Association for payment.

ARTICLE XII - FISCAL YEAR

The fiscal year of the corporation shall begin on September 1 and end on August 31.

ARTICLE XIII - DUES

SECTION 1. ANNUAL DUES: Membership dues shall be classified as follows:

For Regular Members dues shall be Twenty Dollars ($20.00) per year.
For Junior Members dues shall be Ten Dollars ($10.00) per year.

SECTION 2. CHANGE OF DUES: The amount of dues may be changed by the action of the majority of the Board of Directors at a regular or special meeting, without necessity for amendment of these By-Laws.

SECTION 3. PAYMENT OF DUES: Dues shall be payable in advance on the first day of the quarter after which the member becomes such, or if already a member, upon the first day in January in each fiscal year. Billing dates shall be January 1st, April 1st, July 1st, and October 1st.

SECTION 4. OTHER OBLIGATIONS: Any indebtedness to the Association other than dues by any of the members shall be deemed payable within 30 days after incurring such indebtedness.

SECTION 5. DEFAULT AND TERMINATION OF MEMBERSHIP: When any member of any class shall be in default of the payment of dues or other indebtedness for a period of thirty days after such dues or other indebtedness has become due and payable, a notice of delinquency shall thereupon be mailed to the delinquent member. If said dues or indebtedness are not paid within thirty days after the mailing of said notice of delinquency, then said delinquent’s membership may be terminated by the Board of Directors in the manner provided in ARTICLE II of the By-Laws.

ARTICLE XIV - AMENDMENT OF BY-LAWS

These By-Laws may be amended at any time by the Board of Directors and any such amendment so effected shall be valid and binding upon the members unless rejected by them at the next annual meeting of the Association or at a special meeting of the members called for the purpose. It shall be the duty of the Board of Directors to present to the members for ratification or rejection at each annual meeting of the Association such amendments to the By-Laws as may have been made by the Board of Directors during the year immediately preceding such meeting.

ARTICLE XV - REMOVAL OF DIRECTORS AND OFFICERS

The Association shall retain the power of removing from office any Director or Officers, by a vote of two-thirds majority of the members of the Association present at a special meeting called for that purpose.

ARTICLE XVI - EXPULSION AND DISCIPLINE

In amplification of ARTICLE II, SECTION 3, above, expulsion and discipline may be made as follows:

SECTION 1. If any member of the Association, or other party in interest, charges another who is a member of this Association with misrepresentation or misconduct which in any manner involves the purpose and good name of this Association, including unethical practice in breeding, fitting, showing or selling Angus cattle, said charges shall be referred by the Secretary to the proper committee, or shall be considered by the Board of Directors; and if any facts or evidence clearly indicating misrepresentation or misconduct involving the purpose or good name of this Association shall be brought to the attention of the Board of Directors or any committee of this Association and shall, in the judgment of the Board of Directors or said committee, require investigation, such committee or the Board of Directors shall authorize an investigation of the facts and circumstances bearing upon the case. Any committee having such matter in charge after such investigation shall report their findings to the Board of Directors, which shall then hear such charges made, or the Board of Directors may, without intervention of a committee, hear such charges and, if the charges are sustained, may suspend or expel such offender or impose such other penalty as they may decide proper in the premises, and may deprive them of all privileges of membership in the Association.

Provided, however, that no charge or accusation against a member of the Association shall be heard by the Board of Directors for final hearing and determination until such charges are made in writing, supported by affidavit and filed with the Secretary, and in all cases where charges are made, such charges must be specific, pointing particularly wherein the party accused has made misrepresentation or has been guilty of misconduct. It shall, however, be within the authority of the Board of Directors to take cognizance of any charges or complaint that may be made to such Board and to investigate the same, and take such action as they may deem wise, no inconsistent with this provision.

It shall be the duty of the Board of Directors before final hearing to give written notice to the party accused of the nature of the charge made against him, by mailing such notice and a copy of the charge filed with the Secretary to the last known address of such member at least twenty (20) days before the final hearing thereof. The Board of Directors shall then determine the truth or falsity of the charge made, and in reaching a final determination may make testimony, either oral or written, and the accused member shall have the right to appear by attorney if they so desire.

The committee to whom charges are referred by the Secretary shall have full power and authority to require any member of the Association to appear before it and make a full statement with respect to the subject matter of said charges, or said committee may in its discretion require any member of the Association to make, in writing, full statement with respect to the subject matter of said charges and mail the same to the committee. Any member of the Association, who after being requested by said committee to appear before it, shall fail to make full written statement shall be subject to suspension from the privileges of membership in the Association by the Board of Directors during such time as the Board of Directors deems proper.

The Board of Directors shall have full power to require like attendance and statement of any member of the Association when reaching a final determination as to such charges, or like written statement from such member of the Association, and shall have full power to suspend from the privileges of membership in the Association during such time as in its discretion may deem proper, any member who after being requested by said Board of Directors to do so shall fail or refuse to appear before the Board of Directors and make such statement or who may refuse to furnish to the Board of Directors such written statement with respect to charges being heard by said Board.

DRAFT OF THE BY-LAWS OF THE CALIFORNIA ANGUS ASSOCIATION AS AMENDED February 7, 1987
          First reading December 7, 1986
          Second and final reading February 7, 1987
          Approved by membership December 12, 1987