Name and Principle Office
1.1 Name: The name of the corporation is The International Kiko Goat Association, Inc. (the "Association")
2.1 Purpose: This Corporation is established for the purpose of promoting the Kiko Goat as a viable meat production animal, to preserve the integrity of the Kiko breed and to provide education, research, marketing, promotion, registration and communication support to its membership. The purposes for which the Corporation is organized are exclusively public benefit, charitable, scientific, literary and educational within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law. Notwithstanding any other provision of these articles, this organization shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law.
3.1 Members: Membership in the Association is open to all individuals and entities that have an interest in the purposes of the Association, upon payment of dues as established by the Board of Directors from time to time. Continued membership in the Association shall be subject to annual renewal and the continued payment of dues. Failure by any member of the Association to pay such Member's dues on or before the due date established by the Board for such payment shall automatically terminate such Member's membership in the Association on the due date.
The Board shall from time to time establish the date on which annual membership dues are due and the amount of such dues, and shall provide notice thereof to all Members. An individual Member may also have an interest in one or more corporate, partnership or other business entity Members. A Member that is not an individual shall designate in writing to the Association a person authorized to act on behalf of such Member; such representative must be eighteen years of age of older. A Member that is not an individual is deemed to 'reside' in the location that is the location of its designated principal place of business.
3.2 Membership: The Association shall have four classes of members, which shall include Lifetime, Standard, Junior and Honorary Members. Members of each class shall be entitled to vote only as provided in Article III, Section 3.3 of these By-Laws. Members will be eligible for membership benefits and services after such Member meets established criteria and qualifications required by the Board of Directors. The Board shall from time to time establish the benefits and qualifications of membership in the Association, and shall provide notice thereof to all Members.
3.3 Definitions of Memberships
A. Lifetime Members: Individuals or Entities who meet the criteria and qualifications established by the Board of Directors and these By-Laws shall become Lifetime Members. A Lifetime Member is entitled to one (1) vote on all matters where a vote from the membership is required. A candidate for Lifetime Membership status must be approved by the Board of Directors, must be at least 18 years of age, and must pay a one-time membership fee, after which the Lifetime Member will not be required to pay annual dues.
B. Standard Members: Individuals who meet the criteria and qualifications established by the Board of Directors and these By-Laws shall become Standard Members. The Standard Member is entitled to one (1) vote on all matters where a vote from the membership is required. A Standard Membership must be approved by the Board of Directors, or its assign, and must be at least 18 years of age.
C. Junior Members: Individuals who meet the criteria and qualifications established by the Board of Directors and these By-Laws shall become a Junior Member. Junior Members shall not have a vote on the Association's business. A Junior Member must be less than 18 years of age, and must have a parent or guardian who is either a Lifetime or Standard member. Goats registered in the name of the Junior Member must have registration and transfer forms counter-signed by the parent or guardian.
Junior Members will lose their "junior" status on 1 Jan following their 18th birthday.
D. Honorary Members: Individuals may be granted an Honorary Membership by the Board of Directors. Honorary Members shall not be required to pay dues, and shall not have a vote on the Association's Business.
3.4 Membership Fees: The amount of the annual membership fee for each class of membership shall be established annually by the Board of Directors. The initial membership year shall be through the end of the calendar year when the application for membership is submitted. Thereafter, the membership year shall coincide with the calendar year.
3.5 Annual Meeting
A. The annual meeting of the Members shall be held each year on a date and at a time and place determined by the Board of Directors, for the transaction of such business as may lawfully come before the meeting.
B. Life Members and Standard Members may submit written requests for matters to be included on the agenda for the annual meeting that require or permit action by the voting Membership. Such written requests must be submitted to The IKGA President, c/o the IKGA's legal address, and must be received at The IKGA office at least sixty (60) days prior to the annual meeting. The written request may be, but is not required to be, in the form of a motion. The Board of Directors shall determine whether or not matters so requested shall be included on the agenda, and shall provide a reply within 5 business days.
C. Only matters included on the agenda, prepared by the President, shall be considered at the annual meeting of the Membership. The agenda for the annual meeting shall be made available to the Membership at least thirty (30) days prior to the annual meeting.
D. Agenda topics submitted to the President and declined by the Board of Directors may be brought before the membership in the form of a petition. If said petition is signed by 20% or more of the voting membership, the topic of the petition shall be brought before the annual meeting, regardless of the Board of Director's position.
3.6 Special Meetings and Special Votes: Special meetings and votes of the Membership may be called at any time by the Board of Directors or by written request to the Board of Directors in the form of a petition signed by 20% of the voting membership.
A. Special Meetings: Topics for discussion shall be included in the petitions for the creation of a meeting agenda. The meeting date and time shall be negotiated with the petitioners. The meeting locations shall be at the address agreed to between the Board of Directors and the petitioners.
B. Special Votes: Ballots shall be mailed to the Voting Membership on record at the time the vote is initiated. Ballots must be signed and returned to the Secretary within thirty (30) days of the official mailing.
3.7 Notice: It shall be the duty of the Secretary of the Association to give not less than ninety (90) days' notice of the annual meeting to each Member. Such notice shall be given by mail or facsimile transmission to each Member not personally notified. Such notice may be given in the Association's newsletter or other Association publication provided to all members. In the case of a special meeting, the notice shall include a statement of purpose or purposes for the special meeting. Such notice need not be given to any Member who attends such meeting in person, nor to any Member who waives notice of such meeting, whether before or after such meeting.
3.8 Revoking of a Membership: Any Membership of The IKGA may be revoked at any meeting of the Board of Directors, only by a two-thirds (2/3) vote of all members of the Board of Directors then qualified and serving. A revocation may be with or without cause. Anything to the contrary in these By-Laws notwithstanding, prior to revoking a Membership, the Member of the Association shall have received a copy of any charges against said Member, delivered either personally or by US Mail Certified Return Receipt Requested or by UPS or by FedEx to the address of record at least ten (10) days prior to the meeting at which any vote upon a proposed revocation of such Membership is to be taken. Furthermore, such Member shall have the opportunity to be heard on such charges at a meeting of the Board of Directors called for the purpose of considering the revocation of the Member's Membership. Any Member who has his/her Membership revoked by the Board of Directors will not be entitled to any refund of dues previously paid.
3.9 Resigning of a Membership: Any Member in good standing with The IKGA may resign his/her Membership at any time. There shall be no refund of dues previously paid, except in the case of a Lifetime Membership where up to 50% of the amount paid for the Membership may be refunded, solely at the discretion of the Board of Directors.
3.10 Quorum: No Proxies: A quorum at meetings of the Members shall be the number of voting Members present. Each Lifetime Member and each Standard Member shall have one (1) vote. The act of the majority of the voting Members present in person at a meeting at which a quorum is present shall be the act of the Members, except as otherwise specifically provided by law, by the Articles of Incorporation, or by these By-Laws. Proxies shall not be permitted at meetings of the Members to establish a quorum of Members or to cast a member's vote. Except as otherwise specifically required by these By-Laws (such as in the election of directors or amendments of these By-Laws by mailed ballot), all actions by voting Members shall be taken in person at the annual meeting or at any special meeting of the Members.
3.11 Actions Requiring Member Approval: The Board of Directors shall not, without the approval of a majority of the voting Members of The IKGA, take any of the following actions:
[a] Approve a merger, acquisition or consolidation of the Association
[b] Approve the dissolution of the Association
[c] Approve any alteration or amendment to the Articles of Incorporation of the Association
Alteration of or amendments to these By-Laws shall be approved by the voting Members as set forth above for alteration or amendment of the Association's Articles of Incorporation.
3.12 Rules and Regulations; Code of Ethics. The Members shall comply with the 'Rules and Regulations' and the 'Code of Ethics' established from time to time by the Board of Directors for Members. The 'Rules and Regulations' and 'Code of Ethics' shall contain such penalties and sanctions as the Board of Directors may from time to time deem appropriate to address violations of such Rules and Regulations and Code of Ethics.
Board of Directors
4.1 Number and Term: The direction and management of the affairs of the Association and the control and disposition of its properties and funds shall be vested in the Board of Directors, which shall consist of at least two (2), but no more than nine (9) elected Directors, excluding the Chairman of the Board of Directors.
All Directors must be individual members, either Lifetime or Standard, or be the designated representative of a Lifetime or Standard member that is not an individual (business or corporate membership). Directors shall serve a term of three years, with one third being elected annually.
The President of the Association shall serve as Chairman of the Board of Directors, and shall not have a vote, except in the event of a tie vote by the quorum of Directors, when the Chairman of the Board of Directors shall exercise a tie-breaking vote.
4.2 Election/Removal: The process for electing and removing Directors shall be as follows:
(a) Any Lifetime or Standard Member in good standing is eligible to run for election to the Board of Directors. Directors are elected 'at large' rather than by region.
(b) Any individual qualified to be elected to the Board of Directors and wishing to run for election shall notify the Board of Directors of his/her desire to run, and if found by the Board of Directors to be qualified, the individual's name shall be placed on the ballot.
(c) The election of Directors shall take place during the time designated by and under the circumstances determined by the Board of Directors, prior to the Annual Meeting. Votes shall be tallied during the Annual Meeting and winners announced during the Annual Meeting.
(d) Director's terms shall be deemed to be completed as of the close of an Annual Meeting.
(e) A Director shall be subject to removal by two-thirds of the whole Board of Directors for the following reasons:
(1) Missing more than two (2) consecutive regular or special meetings of the Board (except when Military duty prevents attendance); or
(2) Whenever in the Board's judgment the best interests of the Association would be served.
4.3 Chairman of the Board of Directors: The elected President of the Association shall serve as Chairman of the Board of Directors. The President may not be an elected or appointed member of the Board of Directors.
4.4 Consecutive Terms: There shall be no limit to the number of consecutive terms to which an individual may be elected to the Board of Directors.
4.5 Vacancies: Any vacancy occurring in the Board of Directors as a result of the death, resignation, retirement, disqualification or removal from office of any director shall be filled for the unexpired term by a qualified individual member, either Lifetime or Standard, nominated by the Nominating Committee and receiving majority approval of a vote by the Board of Directors. This individual will serve until that Director's seat will be filled in the normal order of elections.
4.6 Annual Meetings: The Annual Meeting of the Board of Directors shall be held on the 1st day of June in each year, unless otherwise arranged by the Board of Directors. Such Annual Meeting may be, but is not required to be, the same date as the Annual Meeting of Members. It is the duty of the Secretary of the Association to give at least ten (10) days' notice of such a meeting to each director. Such notice shall be given by mail or facsimile transmission, or by email to each Director not personally notified. The Secretary shall keep, certify and publish minutes of all Annual Meetings.
4.7 Special Meetings: Special meetings of the Board of Directors shall be held whenever called by the Secretary of the Association on the direction of the Chairman of the Board of Directors, or upon the written request of four (4) of the Directors. The Secretary shall keep, certify and publish minutes of all Special Meetings.
4.8 Notice: Except as provided herein, notice of date, time and place of special meetings of the Board of Directors shall be given not less than ten (10) days prior to the time of the meeting. Such notice may be waived by written waiver signed by all of the Directors.
4.9 Quorum: A quorum for the transaction of business by the Board of Directors shall be the presence of at least a majority of the number of Directors constituting the entire Board of Directors.
4.10 Majority Vote: The action of the majority of the Directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, except as otherwise specifically provided by law, by the Articles of Incorporation, or by these By-Laws.
4.11 Proxies: Proxies may not be used to establish a quorum of Directors, nor may a Director use a Proxy to cast a vote.
4.12 Attendance: Participation by one or more Directors by means of a conference telephone or similar equipment allowing all persons participating in the meeting of the Board of Directors, or of any committee thereof, to allow all to communicate with each other at the same time shall constitute presence at such meeting.
4.13 Closed Meetings: The Board may, when the Chairman deems it appropriate and in the interests of the Association, meet in closed session, excluding everyone other than Members of the Board of Directors, and those with whom the Board may wish to consult. Such Closed Meetings will be held to receive and exchange information only, and no votes may be taken and no final decisions of the Board may be made during such Closed Meetings. The Secretary shall keep minutes which shall indicate that a closed meeting was called and conducted in accordance with these By-Laws, and will state the general subject matter, and will list those in attendance. The minutes are not required to include any summary of the substance of such closed meetings.
4.14 Conflict of Interest: It shall be a conflict of interest if a Director engages in any competitive activity as to the business or the purpose of the Association. For the purposes of this provision, "competitive activity" shall include; a director being a member of the governing board or serving as an officer of another organization that registers Kiko Goats; or, such other activity as may be defined as a competitive activity by the Board of Directors.
4.15 Code of Ethics: The Board shall adopt and enforce a Code of Ethics that shall apply to all Members. The Code of Ethics shall contain such penalties and sanctions as the Board of Directors may from time to time deem appropriate to address violations of such Code.
4.16 Action Without Meeting: Any action required to be taken at a meeting of the Board of Directors of the Association may be taken without a meeting if a consent in writing setting forth the action to be taken, is signed by a majority of the entire Board of Directors. Each written consent shall bear the date of signature of each Director who signs the consent. Prompt notice of the taking of any action by Directors without a meeting by less than unanimous written consent shall be given to all directors who did not consent in writing to the action.
4.17 Compensation: The Corporation shall indemnify its Directors and Officers to the fullest extent provided by the Tennessee Not-For-Profit Corporation Laws and, except as provided in that law, the corporation is authorized to provide additional indemnification pursuant to agreement and/or resolution of the Board of Directors, or provision of the By-Laws of the Corporation. No Officer or Board Member of the Corporation shall receive compensation for their service. The Board of Directors, or its assign, shall fix the other elements of compensation of any Officer of the Corporation deemed necessary at a future date.
5.1 Officers: The Officers of the Corporation may include a President, a Vice-President, a Secretary and a Treasurer. The list may also include an Associate Secretary, and Assistant Secretary, an Associate Treasurer and an Assistant Treasurer. Any two of these offices, other than those of President and Secretary, may be held by the same person.
5.2 Appointment and Term: All officers, with the exception of the President, are appointed by the Board and serve at the pleasure of the Board. The Board may remove an appointed Officer at any time for any or for no reason. The normal Term of Office shall be from the time of appointment until the close of the next Annual Meeting.
5.2 President: Because the Corporation views itself as answerable to its membership, and because the President's position has so much power and influence, the President of the Corporation shall be elected by the Membership to a two (2) year term. The President's duties shall be to lead the Association in its day-to-day activities and to execute the directives of the Board of Directors, investigate matters referred to him by the Board and report thereon. The President shall have the power to make recommendations to the Board on his own initiative. The President may be removed from office for a violation of the By-Laws of the Corporation, the Rules and Regulations of the Association, or the Code of Ethics by a unanimous vote of the entire Board of Directors. In the event that the President is so removed, the Vice-President shall assume the Office as Acting President for the remainder of the existing term.
5.3 Vice-President: The Vice-President shall assist the President in the administration of the affairs of the Association and shall exercise all the powers and perform all the duties of the President in the absence or incapacity of the President.
5.4 Secretary: The Secretary shall have charge of records and corporate correspondence, and be custodian of the Seal of the Corporation. The Secretary shall perform such other duties as may from time to time be assigned by the President or the Board of Directors.
There may be either an Associate Secretary or an Assistant Secretary or both as the Board may determine from time to time. The Associate Secretary shall perform all the duties of the Secretary in the absence or incapacity of the Secretary. If there is no Associate Secretary, the Assistant Secretary shall perform all the duties of the Secretary in the absence or incapacity of the Secretary.
5.5 Treasurer: The Treasurer shall be responsible for the care and safekeeping of all funds and other property of the Corporation that shall come into his possession. He shall be responsible for the maintenance of the accounting records of the Corporation. He shall, at all reasonable times, exhibit his books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours. He shall render a statement of his accounts to the Board of Directors or to the Finance and Administration Committee, as required.
He shall be responsible for the presentation of a full annual financial statement, compiled by a public accountant, to the Finance and Administration Committee, and to the Board of Directors.
He shall perform such other duties as may from time to time be assigned to him by the President, the Finance and Administration Committee, or the Board of Directors.
There may be either an Associate Treasurer or an Assistant Treasurer or both as the Board may determine from time to time. The Associate Treasurer shall perform all the duties of the Treasurer in the absence or incapacity of the Treasurer. If there is no Associate Treasurer, the Assistant Treasurer shall perform all the duties of the Treasurer in the absence or incapacity of the Treasurer.
5.6 Additional Officers and Agents: The Board may appoint such Officers and Agents in addition to those proved for in Article 5 as it may deem necessary, which Officers and Agents shall have the authority and perform such duties as shall from time to time be prescribed by the Board. All such Officers and Agents shall hold their respective offices or positions at the pleasure of the Board and may be removed from office or discharged by the Board at any time with or without cause; provided that removal without cause shall not prejudice the contract rights, if any, of such officers and agents.
6.1 Finance and Administration Committee: There shall be a Finance and Administration Committee which shall consist of the Chairman of the Board of Directors, the Treasurer and not more than five (5) other members of the Association, to be elected by a majority of the entire Board of Directors. The Chairman of the Committee shall be elected annually by the members of the Finance and Administration Committee from it membership. A Temporary Chairman shall be designated for a particular meeting by the members present when the Chairman of the Committee is absent. The Finance and Administration Committee shall report to the Board of Directors, and shall supervise the investment of funds of the Corporation. It shall establish investment policy and standards. Purchases and sales of securities may be authorized by the Finance and Administration Committee or by investment counsel selected by it and acting in accordance with such investment policy and standards. The Finance and Administration Committee shall recommend an annual budget to the Board of Directors, and shall consider such other matters of administration as the President or the Board of Directors may place before it. A quorum of this committee shall be defined as 50% of the members of the committee present to transact business for the Committee.
The Finance and Administration Committee, at least three months prior to the Annual Meeting in each year, shall select a skilled public accountant to audit the accounts of the Corporation, and shall cause to be submitted to the annual meeting for the Board of Directors a full financial statement which shall include the receipts and expenditures of the last preceding fiscal year.
The Finance and Administration Committee shall keep records of its proceedings and report the same to the Board of Directors at each succeeding meeting. These records shall be in the custody of the Secretary.
6.2 Nominating Committee: There shall be a Nominating Committee that shall consist of the President and three other members of the Board of Directors, the latter to serve terms coinciding with their Board of Director's term of office. One newly elected Board Member shall be elected to the Nominating Committee at each Annual Meeting on nomination of the Chairman of the Board of Directors. A Chairman of the Committee shall be elected annually by the members of the Nominating Committee from its membership. A Temporary Chairman shall be designated for a particular meeting by the members present when the Chairman of the Committee is absent. The Nominating Committee shall consider possible new members of the Board of Directors to fill vacancies thereon and shall make nominations for the election of directors. Three members of the Nominating Committee shall constitute a quorum for transaction of the business of that Committee.
6.3 Alternate Members: The Board of Directors may appoint alternate members of any standing committee to act as substitute for any absent member or members of such committee.
6.4 Vacancies: A vacancy occurring in a standing committee may be filled at any meeting of the Board of Directors by the election of a member to serve until the following Annual Meeting.
6.5 Other Committees: Special Committees may be created from time to time, with their responsibilities and powers specified, by the Board of Directors. Unless the Board of Directors makes other provisions, the members of such committees shall be appointed by the Chairman of the Board of Directors.
7.1 Contracts: The Board of Directors may authorize any officer, agent or agents of the Corporation, in addition to the Officers so authorized by these By-Laws, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.
7.2 Checks: All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness, issued in the name of the Corporation, shall be signed by the Treasurer, or other such agents or Officers as specified by the Board of Directors or the Finance and Administration Committee.
7.3 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 shall select.
7.4 Rules of Order: The rules contained in "Robert's Rules of Order" shall govern the Corporation in all cases to which they are applicable and in which they are not inconsistent with the Constitution, By-Laws or special provisions of the Corporation.
7.5 Fiscal Year: The fiscal year of the Corporation shall commence on the first day of January in each year.
7.6 Seal: The Seal of the Corporation shall have inscribed thereon the following words and figures: "International Kiko Goat Association, Inc."
7.7 Amendments: These By-Laws may be amended at any meeting of the Board of Directors by affirmative vote or written assent of two-thirds of the entire Board of Directors, provided written notice of the proposal to amend shall have been served personally upon or mailed to the usual address of each member of the Board of Directors at least six weeks prior to such meeting.
Upon approval by the Board of Directors, such amendments shall be submitted to the membership for a vote of approval. A simple majority of the voting members shall cause the amendments to be adopted and ratified. A vote by the membership disapproving the amendments will cause the amendments to be returned to the Board of Directors without incorporation into these By-Laws.
7.8 Change of Address: Each member of the Board of Directors, and each Officer of the Corporation shall immediately notify the Secretary of any change of address. Failure to do so shall constitute a waiver of any notice required to be given to such member of the Board of Directors or Officer.
7.9 Waiver of Notice: Any notice required to be given by the laws of the United States, the State of Tennessee or by the Corporation's Articles of Incorporation or its By-Laws shall be deemed for all purposes to have been given to such person if such person executes in writing a waiver thereof, whether before or after the time such notice is ordinarily required to be given.
7.10 Employees: The President, subject to the approval of the Board of Directors, shall hire any employee that may be needed and shall fix the terms of such employment.
7.11 Fax Signatures: A telegram, telex, cablegram, email or similar transmission, of photographic, Photostat, facsimile or similar reproduction of a signed writing shall be regarded as an original signature, unless otherwise required by law.
7.12 Number/Gender: Except where the context indicates otherwise, words in the singular number shall include the plural and vice versa; and pronouns of any gender shall be deemed to include the masculine, feminine, or neuter gender.
7.13 Articles of Incorporation: In any instance where these By-Laws may conflict with the Articles of Incorporation (including any amendments to such Articles), the Articles of Incorporation (and any amendments) shall prevail.
8.1 General: The Association shall neither have nor exercise any power, nor shall it engage directly or indirectly in any activity that would invalidate its status as a corporation which is exempt from Federal income taxation as an organization described in Section 501©(5) of the Code, or as a Corporation, contributions to which are deductible under Section 509(a)(1), 170(b)(A)(vi), and 170(c)(2); or 2055(a)(2) or 2522(a)(2) of the Code.
8.2 Prohibited Acts: As long as the Association exists, and except with the Board of Director's prior approval, no member, director, officer or committee member of the Association may:
A. Do any act in violation of these By-Laws, or a binding obligation of the Association;
B. Do any act with the intention of harming the Association or any of its operations;
C. Do any act that would make it impossible or unnecessarily difficult to carry on the Association's intended or ordinary business;
D. Receive an improper personal benefit from the operation of the Association;
E. Use the Associations' assets, directly or indirectly, for any purpose other than carrying on the Association's business;
F. Wrongfully transfer or dispose of Association property, including intangible property such as good will;
G. Use the Association's name (or any substantially similar name) or any trademark or trade name adopted by the Association, except on behalf of the Association in the ordinary course of its business.
9.1 Dissolution: Upon dissolution of the organization, assets shall be distributed for one or more exempt purpose within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future Federal tax code, or shall be distributed to the Federal, state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction, in the county in which the principal office of the organization is then located, exclusively for such purposes.