CALIFORNIA INTERNATIONAL LLAMA ASSOCIATION
BY-LAWS
A California Nonprofit Unincorporated Association
ARTICLE I. NAME and PURPOSE
SECTION 1. NAME. The name of the Association is the CALIFORNIA INTERNATIONAL LLAMA ASSOCIATION, hereafter referred to as "the Association" or "CAL-ILA". The Association is a nonprofit unincorporated association.
SECTION 2. PURPOSE. The Association promotes the education of members and the public as to the caring for, breeding and raising of llamas and other camelids. The Association is committed to supporting, promoting and developing CAL-ILA Youth llama activities. The Association supports and promotes camelid research. The Association may meet these objectives through cooperative efforts with other associations, organizations and/or groups.
ARTICLE II. OFFICES
SECTION 1. The principal office of the Association shall be fixed and located at the address of the President of the Association or at such place as the Board of Directors may determine.
ARTICLE III. MEMBERS
SECTION 1. MEMBERSHIP. Any person interested in advancing the purposes of the Association may become a member upon written application submitted in the form and manner specified by the Secretary of the Association and accompanied by the annual dues. Classes of membership may be established by the Board of Directors, such as Individual, Partnership or Ranch as defined in the Director’s Handbook.
SECTION 2. RIGHTS AND PRIVILEGES of MEMBERSHIP. Each Individual, Partnership or Ranch member shall be entitled to one vote. Other classes of membership determine voting rights, as defined in the Director’s Handbook. Members can be nominated and elected to the Board of Directors. Members can attend any Board of Director’s Meeting and can serve as Chair or member of any committee. Members will receive Membership Newsletters. Members are entitled to discounts to designated Association sponsored events and may attend Association sponsored Ranch Tours, Workshops, Play Days and etc. Members are invited to the General Membership Meeting and are listed in Membership Directories. Members participate in Association funded medical research and receive published results. Members shall receive first priority for Association sponsored ALSA sanctioned shows.
SECTION 3. TRANSFERABILITY. Memberships shall be held in the names of the individual or ranch and are not transferable. Membership shall terminate upon the resignation of the member, or for non-payment of the annual dues.
SECTION 4. AFFILIATE MEMBERS. Affiliate member organizations, referred to herein as “Affiliates”, are organized groups of camelid enthusiasts with a similar or mutually dependent purpose as those of the Association as defined in Article I, Section 2. Affiliates pay dues to the Association. Dues shall be determined by the Board of Directors.
SECTION 5. AFFILIATE PRIVILEGES. Affiliates have the ability to be named as an Insured under the coverage offered on the Association’s liability insurance policy. Each of the Affiliates have the right to a non-voting representative seat on the Board of Directors. The Affiliates shall be entitled to one (1) copy of all Association mailings.
SECTION 6. AFFILIATE RESPONSIBILITIES. Affiliates shall provide the Association with a calendar of events, a membership roster, officers list and copy of the Affiliates Newsletter and/or mailings.
ARTICLE IV. MEETING OF MEMBERS
SECTION 1. GENERAL MEMBERSHIP MEETING. There shall be one or more General Meeting of the membership as scheduled by the Board of Directors.
SECTION 2. SPECIAL MEETINGS. Special meetings of the membership may be called by a majority vote of the Board of Directors or not less than twenty (20%) percent of the voting members.
SECTION 3. NOTICE OF MEETING. Notice shall be made to each member not less than twenty (20) days before the date of the meeting. Notice of a special meeting shall state the purpose of the meeting.
SECTION 4. QUORUM. Twenty (20%) percent of the voting members shall constitute a quorum. If a quorum is not present, a majority of the voting members present may adjourn the meeting to a specific time without further notice.
SECTION 5. PROXY. Members may send written proxy (written, fax or e-mail) on or before the meeting date. At the meeting the proxy is given to the Association Secretary.
SECTION 6. VOTE BY MAIL. A vote on a particular matter of business may be made by a mailed ballot, as authorized by the Board of Directors.
ARTICLE V. BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The affairs of the Association shall be managed by the Board of Directors.
SECTION 2. NUMBER TENURE AND TERM. The Board of Directors shall consist of at least seven (7) positions in odd number increments as determined by the Board. The Board of Directors will set the number of positions annually prior to a recruitment of nominations. Directors shall be elected and shall hold office for a term of three (3) years whose terms shall be staggered such that approximately one third (1/3) of the directors will be elected each year. Expiring Directors' terms shall end at the first General Membership Meeting three (3) years after their election. Directors may serve for an unlimited number of terms.
SECTION 3. PAST PRESIDENT AND TERM. The immediate past President shall have an automatic directorship for a one (1) year term, being that year immediately following the year in which such President was not re-elected as a director. A President who resigns or is removed by the Board during his or her term shall not be eligible for such automatic directorship.
SECTION 4. REGULAR MEETINGS. The Board of Directors shall have at least six (6) regular meetings annually.
SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by three (3) Directors or by the President. The Director(s) calling the meeting shall fix the time, place and date of the meeting. Special meetings may be conducted by telephone or other devices.
SECTION 6. NOTICE. Notice of the time, place and purpose of any meeting shall be communicated with each Director in person, or by telephone, or by other device, at least seven (7) days in advance of the meeting. In the event of an emergency, the above time frames may not apply.
SECTION 7. QUORUM/ACTIONS WITHOUT A MEETING. A simple majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The Board of Directors may take action without a meeting if the attempt is made to notify all members of the Board and a two-thirds (2/3) majority of the entire Board agree to that action.
SECTION 8. VACANCIES. A vacancy occurring in any directorship shall be filled by the remaining Directors. The Board of Directors may fill any vacancy by appointment of the first runner-up at the last election of Directors. Any vacancy shall be filled by a member in good standing chosen by the remaining Directors. A Director appointed to fill a vacancy shall serve the unexpired term of their predecessor in office.
SECTION 9. NO COMPENSATION. Directors shall not receive a salary for their services but shall be reimbursed for expenses as authorized in a resolution adopted by the Board of Directors. Directors shall not serve the Association in any other capacity for which they would receive compensation from the Association.
SECTION 10. RECALL OF A DIRECTOR. A Director may be removed from office by a recall election by a majority vote at a General Membership Meeting of the membership or by a special meeting of the membership called for the purpose of a recall election where twenty (20%) percent of the voting members have signed a petition calling for a recall election. A petition to recall a Director must be filed with the Secretary of the Board of Directors at least sixty (60) days before the date of the meeting.
SECTION 11. NOMINATIONS. At least sixty (60) days prior to the first General Membership Meeting, a recruitment of nominations shall be made. Any member may nominate a candidate for Director, including himself or herself.
SECTION 12. QUALIFICATIONS, STATEMENT OF CANDIDACY. All nominees must be members of the Association in good standing. Nominations shall be closed 45 days prior to the vote at the first General Membership Meeting. Nominees shall be requested to submit a statement on behalf of their candidacy no later than 40 days prior to the vote. Each statement of candidacy shall be published and distributed to the membership.
SECTION 13. BALLOT AND VOTE. At the Annual Meeting, each voting member shall exercise his or her vote in written form. Cumulative voting shall not be allowed. A committee shall count and tabulate the votes and announce the results at the first General Membership Meeting.
SECTION 14. TIED VOTES. In the event that two or more candidates receive the same number of votes for the final position on the Board of Directors, the winner shall be selected by a flip of a coin.
ARTICLE VI. OFFICERS
SECTION 1. OFFICERS. The officers of the Association shall be the President, Vice-President, the Secretary, and the Treasurer, elected from the Board of Directors.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Association shall be elected annually by the Board of Directors as soon after the election of Directors as possible or at the next regular meeting of the Board of Directors. Election of the officers shall be by secret ballot of the Directors. Each officer shall hold office until their successor is elected or they cease to be a Director.
SECTION 3. REMOVAL. Any officer may be removed by a two-thirds (2/3) majority vote of the Board of Directors. Any officer removed shall remain as a Director on the Board unless recalled as per the provisions Article 5, Section 10.
SECTION 4. VACANCIES. A vacancy in any office may be filled by the Board of Directors from the existing Board members for the unexpired portion of the term.
SECTION 5. PRESIDENT. The President shall be the principal executive officer of the Association and shall in general supervise and direct all of the business and affairs of the Association. The President shall preside at all meetings of the Board of Directors and at all General Membership and special meetings of the membership. The President shall perform such other duties as may be assigned by the Board of Directors from time to time.
SECTION 6. VICE-PRESIDENT. In the absence of the President, the Vice-President 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. The Vice-President shall perform such other duties as may be assigned by the President or by the Board of Directors.
SECTION 7. TREASURER. The Treasurer shall have charge of and be responsible for all funds of the Association and shall direct the deposit of all such monies in the name of the Association in an FDIC approved institution. The Board of Directors shall approve disbursements. The Treasurer shall maintain separate accounting of all funds received for the designated purpose of research, youth activities and other purposes as determined by the Board of Directors. The Treasurer shall furnish a financial report at each regularly scheduled meeting of the Board of Directors and in each edition of the Newsletter. The Treasurer shall file all appropriate documents and interface with all governmental agencies. Treasurer records shall be maintained for six (6) years.
SECTION 8. SECRETARY. The Secretary shall keep the minutes of the meetings of the Board of Directors. Approved minutes shall be published in the Newsletter. The Secretary shall see that all notices are duly given in accordance with the provisions of these by-laws or as required by law. The Secretary shall be the custodian of the Association records, as indicated in the Director’s Handbook, including current membership records, unless otherwise designated by the Board. The Secretary in general performs all duties incident to the office of Secretary and such other duties as may be assigned by the President or by the Board of Directors from time to time.
ARTICLE VII. ADVISORY CHAIRS and COMMITTEES
SECTION 1. ADVISORY CHAIRS. The Board of Directors may establish Advisory Chairs for specific special interest expertise. Advisory Chairs will serve at the pleasure of the Board of the Directors. Advisory Chairs are expected to attend all regularly scheduled Board of Directors meetings and input to the Board. Advisory Chairs shall have limited voting rights as specified by the Board of Directors.
SECTION 2. COMMITTEES. The Board of Directors may establish committees, which shall include at least one Director and which shall have and exercise the authority as specified in the Director’s Handbook. The chair of each committee shall be appointed by the President with the approval of the Board of Directors. Members of each committee shall be members in good standing of the Association. The President or the Committee Chair shall appoint committee members with the approval of the Board of Directors. The President or the Committee Chair may remove any committee member. The designation of a committee and the delegation of authority thereto shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed by law.
ARTICLE VIII. BOOKS AND RECORDS
SECTION 1. RECORDS AND RIGHT OF INSPECTION. The Association shall keep books and records of account and shall also keep minutes of the proceedings of its members and the Board of Directors. Records should be maintained for a minimum of six (6) years; government documents kept into perpetuity. Specific record retention schedules shall be maintained in the Director’s Handbook. All books and records of the Association may be inspected by any member, or their agent, for any purpose at any reasonable time.
ARTICLE IX. DUES
SECTION 1. ANNUAL DUES. The Board of Directors may determine the annual dues payable to the Association by members of each class. Dues are payable in advance on the first day of January.
SECTION 2. DEFAULT AND REINSTATEMENT OF MEMBERSHIP. If any member is in default in the payment of dues for a period of thirty (30) days, the membership is terminated. Payment of dues shall constitute reinstatement.
ARTICLE X. INDEMNIFICATION
SECTION 1. INDEMNIFICATION. The Association shall have the power to indemnify any Director, officer, employee or agent of the Association for any reasonable expense he or she incurs in connection with any action or proceeding, civil or criminal, with the exception of an action by the Association, so long as that person acted in good faith and in a manner reasonably believed to be in the best interests of the Association.
ARTICLE XI. INSURANCE
SECTION 1. INSURANCE. The Association shall have the right to purchase and maintain insurance. The Association must maintain liability insurance. Affiliates may be insured as named insured on the Association’s liability policy. If named on the Association’s policy the Affiliates would pay a pro-rata premium through the dues structure.
ARTICLE XII. DISSOLUTION
SECTION 1. DECISION TO DISSOLVE. The Association may be dissolved at a meeting of the membership upon the adoption of a resolution to dissolve by a two-thirds (2/3) vote of all members of the Association.
SECTION 2. PAYMENT OF LIABILITIES AND DISTRIBUTION OF ASSETS. Upon dissolution, all liabilities and obligations of the Association shall be paid, satisfied and discharged, or adequate provision made therefore, and any remaining assets shall be liquidated and distributed to a non-profit fund, foundation or corporation that is organized and operated exclusively for charitable, scientific or educational purposes for the benefit of llamas and other camelids and that has established its tax exempt status. The specific organization or organizations shall be chosen by the Board of Directors at the time of dissolution.
ARTICLE XIII. AMENDMENT
SECTION 1. PROPOSAL. Amendments to the by-laws may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by twenty (20%) percent of the membership. Amendments proposed by such petition shall promptly be considered by the Board of Directors and must be submitted to the members with recommendations of the Board by the Secretary for a vote within three (3) months of the date when the petition was received by the Secretary. SECTION 2. VOTE. The by-laws may be amended by a two-thirds (2/3) vote of the membership, present or by proxy, at a General Membership or a special meeting called for that purpose and noticed in accordance with these by-laws. By-laws changes take effect immediately upon passage, unless otherwise indicated.
ARTICLE XIV. INTERPRETATION OF BY-LAWS
SECTION 1. CONSTRUCTION AND MEANING. On all questions as to the construction and meaning of these by-laws and the rules of the Association, the decision of the Board of Directors is final unless rescinded by a vote of the members as provided in these by-laws.
SECTION 2. RULES FOR CONDUCT. The rules contained in the current edition of Robert's Rules of Order (New Revised) shall govern the conduct of all Association business in all cases to which they are applicable and in which they are not inconsistent with these by-laws.