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Minutes By-Laws
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Hotline California Brand Book |
Tehama County Ranches
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TEHAMA COUNTY CATTLEMEN’S ASSOCIATION INC.
BY LAWS, adopted November 2006
Table of Contents
ARTICLE I: FISCAL YEAR
ARTICLE II: MEMBERSHIP
Section 1 Membership Classes:
Section 2: Termination of Membership:
Section 3: Resignation:
Section 4 Transfer of Membership/Property Rights of Members:
ARTICLE III: OFFICERS
Section 1: Offices/Terms:
Section 2 Qualifications:
Section 3 President’s Duties:
Section 4 Vice President Duties:
Section 5 Secretary Duties:
Section 6 Treasure Duties:
Section 7 Removal of Officers:
Section 8: Substitution
Section 9 End Duties:
ARTICLE IV: DIRECTORS
Section 1 Governing Board Powers:
Section 2: Interest in Assets:
Section 3: Number of Directors:
Section 4 Term:
Section 5 Membership:
Section 6 Elections:
Section 7 Proxy:
ARTICLE V – MEETINGS
Section 1: Regular meetings of the Board of Directors:
Section 2: General Membership:
Section 3: Notices of Annual, Regular or Special Membership Meetings:
Section 4: Required Quorum for Directors:
Section 5: Special Meetings of the Board of Directors:
Section 6 Waiver:
Section 7: The Act of A Majority of Directors Present:
ARTICLE VI: DUES AND ASSESSMENT
Section 1: Annual Membership Dues:
Section 2: Member Dues Past Due:
Section 3: Assessments:
ARTICLE VII: CERTIFICATE OF MEMBERSHIP
ARTICLE VIII: AFFILIATION
Section 1 Affiliation:
Section 2 State Directors:
ARTICLE IX: COMPENSATION
ARTICLE X: VACANCIES AND ABSENCES
Section 1 Appointment:
Section 2 Officer Termination:
Section 3: Qualified Excuse:
ARTICLE XI BYLAW AMENDMENTS
ARTICLE XII: GIFTS
CERTIFICATE OF SECRETARY
ARTICLE I: FISCAL YEAR
The fiscal year of the Association shall be the calendar year.
ARTICLE II: MEMBERSHIP
Section 1 Membership Classes:
The corporation shall have two classes of members, regular members and associate members. The designation of such classes and the qualifications of the members of such classes shall be as follows:
a) Regular member: Any person, firm or corporation actually engaged in the business of breeding, producing, maturing, feeding, marketing or processing of cattle, or any full time employee of any such person, firm, or corporation; or anyone owning real property which is utilized for cattle production may become a regular member of this association by paying the membership dues. Each regular member shall have one vote.
b) Associate member: Any person, firm or corporation not actively engaged in the business of breeding, producing, maturing, feeding, marketing or processing of cattle but interested in the welfare of the cattle industry may affiliate as an associate member of this association by paying the membership dues. Associate members shall not be entitled to hold office or to vote.
Section 2: Termination of Membership:
The Board of Directors, by affirmative vote of two-thirds (2/3) of all the members of the board, may suspend or expel a member, and, by a majority vote of those present at any 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 Vl, Section 1, of these bylaws.
Section 3: Resignation:
Any member may resign by filing a written resignation with the secretary, or allow their term to expire one year after their dues were paid; such member is not entitled to a refund.
Section 4 Transfer of Membership/Property Rights of Members:
Membership in this corporation is not transferable or assignable. No member shall possess any property right in or to the property of the corporation. In the event all memberships are terminated or in the event the corporation owns or hold any property on its dissolution and winding up, after paying or adequately providing for the debts and obligations of the corporation, the directors shall dispose of the remaining property in accordance with the provisions of the Articles of Incorporation. In no event shall any earning or other property of the corporation be distributed to, or inure to the benefit of, any member, former member, director, or officer of the corporation, or other private individual, either directly or indirectly.
ARTICLE III: OFFICERS
Section 1: Offices/Terms:
The officers of this association shall consist of a president, vice president, secretary, treasurer, such officers shall be elected by the membership by mail prior to its annual meeting every other year. Each office shall be a two year term.
Section 2 Qualifications:
The officers shall be board members and only board member shall be eligible to be officers. All officers and board members must be in good standing with the association.
Section 3 President’s Duties:
The president shall preside over all meetings of the members and the Board of Directors, and shall have the deciding vote. The president shall be entitled to vote in the election of officers. The president shall not make or second any motion or resolution while in the chair. The president shall strictly enforce the provisions of the articles and bylaws, appoint all special and standing committees, inspect and announce the results of all balloting and call the directors of any executive committee together whenever he deems it necessary. The president shall sign, as president, all certificates of membership, all orders, contracts, and other instruments of writing which have been first approved by the Board of Directors or by the members. The president shall perform all other duties pertaining to the office. The president shall automatically become a State Director in accordance with Article VIII of these Bylaws
Section 4 Vice President Duties:
The vice president, in the absence of the president, shall preside over the meetings and perform such duties as are prescribed for the president.
Section 5 Secretary Duties:
The secretary shall keep a thorough and accurate account of the proceedings and transactions of the association, keep properly filed and endorsed all documents pertaining thereto, write all communications, and issue all summons or notices required. The secretary shall have other such powers and duties as may be prescribed by the Board of Directors or by these bylaws.
Section 6 Treasure Duties:
The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the corporation’s assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. The books of account shall at all reasonable times be opened to inspection by any director. In addition the treasurer shall draw and sign all drafts ordered paid at any meeting, keep just and faithful accounts between the association and its members, receive all money due and shall notify all members when they are in arrears for dues. The treasure shall deposit all monies and other valuables in the name and the credit of the association with such depositories as may be designated by the Board of Directors. The treasure shall keep a ledger and cash box and at such regular meeting of the membership of the Board of Directors, or as requested by the Board of Directors, the treasure shall render an account of the state of his books.
Section 7 Removal of Officers:
Any officer whether elected by the membership or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporations would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 8: Substitution
If at any time the president shall be unable to act, the vice president shall perform the president’s duties. If both the president and vice president shall be unable to act, the directors shall appoint some other member of the board to act as president, in who shall be bestowed for the time being all the duties and functions of this office.
Section 9 End Duties:
The officers for the term expiring shall cause to be prepared, and delivered to their successors, the results of the elections, a financial report of the association, and a current membership report.
ARTICLE IV: DIRECTORS
Section 1 Governing Board Powers:
The Board of Directors shall be the governing body of the association and as such shall have the power to:
a) Appoint and remove at its pleasure all officers, agents, and employees of the association, to prescribe their duties, to fix their compensation and require from them security for faithful service.
b) Conduct, manage, and control the affairs and business of the association, and to make rules consistent with the laws of the state of California and the bylaws of the association.
c) Incur indebtedness provided the amount of indebtedness shall at no time exceed the balance which may be raised by membership dues or special assessment for the current year. The terms and amount of such indebtedness shall be entered in the minutes of the board, and the note or obligation given by the same signed by the president and the secretary shall be binding upon the association.
d) Periodically inspect the accounts of the association.
e) Designate who shall sign the checks of the association.
f) Authorize the appointment of such committees as may from time to time seem advisable
g) To cause to be kept a complete record of their minutes and acts, and the proceedings of the members, and present a full statement at the regular annual meeting of the members showing in detail the assets and liabilities of the association, and generally the condition of its affairs. A similar statement shall be presented at any other meeting of the members when requested.
h) To supervise all officers, agents, and employees and see that their duties are properly performed.
i) To see that the objectives of the association are carried out in the most practical and beneficial manner and to do all in their power to promote the welfare of the association and of its members.
Section 2: Interest in Assets:
No director shall possess any property right in or to the property of the corporation. In the vent the corporation owns or holds any property upon its dissolution and winding up, after paying or adequately providing for its debts and obligations, the directors shall dispose of the remaining property in accordance with the provisions of the Articles of Incorporation.
Section 3: Number of Directors:
The number of directors shall be no more than thirteen (13) or less than ten (10) until that number is changed by resolution of the Board of Directors.
Section 4 Term:
Directors shall serve for two (2) year terms elected yearly thus staggering their terms.
Section 5 Membership:
Directors must be regular members of the corporation and in good standing.
Section 6 Elections:
Where directors or officers are to be elected by members, such election may be conducted by mail in such a manner as prescribed by the Board of Directors.
Section 7 Proxy:
At any meeting of members, a member entitled to vote may do so by proxy executed in writing by said member or by his duly authorized attorney in fact. No proxy shall be valid for more than eleven (11) months from the date of its execution.
ARTICLE V – MEETINGS
Section 1: Regular meetings of the Board of Directors:
Regular meetings of the Board of Directors shall be held on the last Wednesday of every month except no regular board meeting shall be held in the months of June, July, and August.
Section 2: General Membership:
A general meeting of all dues paying members shall be held once a year in January at a time and place to be determined by the Board of Directors.
Section 3: Notices of Annual, Regular or Special Membership Meetings:
Notice of any annual, regular or special membership meeting shall be mailed to each regular member at his last known address at least five (5) working days prior to said meeting. In the case of a special meeting, the purpose of said meeting shall be fully and clearly set forth.
Section 4: Required Quorum for Directors:
A majority of the directors holding office are needed to constitute a quorum to transact business. In addition, the six past presidents in good standing will also act as unelected directors.
Section 5: Special Meetings of the Board of Directors:
Special meetings of the Board of Directors may be called by or at the request of president or any two directors. The person or persons authorized to call special meetings of the board may fix any place, either within or without the state, as the place for holding any special meeting of the board called by them.
Section 6 Waiver:
Any director may waive notice of any meeting. The attendance of a director at any meeting shallconstitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction ofany business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notices of such meeting, unless specifically required by law or by these Bylaws.
Section 7: The Act of a Majority of Directors Present:
The act of the 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 by these bylaws.
ARTICLE VI: DUES AND ASSESSMENT
Section 1: Annual Membership Dues:
The annual membership dues of this association shall be set at the discretion of the Board of Directors and shall be payable at the time the State or National dues are paid.
Section 2: Member Dues Past Due:
Any member who is suspended for failure to pay dues may be re-instated upon payment of dues for the current year. Any member who has not paid dues as provided for in these bylaws has no standing and therefore has no vote in the association.
Section 3: Assessments:
No assessments may be levied except by a two-third (2/3) majority favorable vote of the entire regular membership in good standing. This vote may be conducted by calling a special meeting of the members or by mail.
ARTICLE VII: CERTIFICATE OF MEMBERSHIP
Each member of the association shall receive an annual certificate of membership in the association upon receipt of his annual dues. This certificate may be in the form of a non-transferable membership card.
ARTICLE VIII: AFFILIATION
Section 1 Affiliation:
The Tehama County Cattlemen’s Association, Inc; shall be affiliated with the California Cattlemen’s Association.
Section 2 State Directors:
The Board of Directors shall elect directors to represent the local association at the state or national level. The number of directors to be elected to represent the local association shall be determined by the number of members in the local association pursuant to the formula prescribed by the state association.
ARTICLE IX: COMPENSATION
Compensation, if any, for any officer or director, or member of the association shall be determined at the discretion of the Board of Directors. The board may authorize the reimbursement of out-of-pocket expenses incurred while on official association business or may authorize the purchase of gifts to members for outstanding service. When traveling to state meetings $ 150.00 will be afforded each director attending the midyear meeting and $350.00 for each director attending the State Convention.
ARTICLE X: VACANCIES AND ABSENCES
Section 1 Appointment:
Vacancies occurring in the Board of Directors or any office shall be filled by presidential appointment subject to approval of a quorum of the Board of Directors. Such appointed officer or director shall hold office until the next regular election.
Section 2 Officer Termination:
Any officer or director who is absent from three meetings in succession, without a qualified excuse is automatically relieved of his duties and shall be replaced pursuant to Section 1 of this Article X.
Section 3: Qualified Excuse:
Qualified excuse as used in section 2 above shall be any disability which in the discretion of the president or Board of Directors justifies the successive absence.
ARTICLE XI BYLAW AMENDMENTS
The Bylaws of this association may be amended, or new bylaws adopted, by the majority vote of the regular members, or any special meeting called for that purpose.
ARTICLE XII: GIFTS
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the corporation.
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify: I am the duly elected and acting Secretary of the Tehama County Cattlemen’s Association, Inc; a nonprofit corporation organized under the General Non-Profit Corporation Law of California. That the foregoing bylaws, comprising eleven pages, including this page, constitute the bylaws of said corporation as duly adopted at a meeting of the Board of Directors thereof duly held on the 29th day of November, 2006.
In witness whereof, I have hereunto subscribed my name and affixed the seal
of said corporation this 29th day of November 2006
President: Tehama County Cattlemens Association
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Secretary: Tehama County Cattlemens Association
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