Bylaws of the Alpaca Breeders of Southern California

Contents
Definitions
Article I – Corporate Name
Article II - Principle Office
Article III – Purpose
Article IV – Members
Article V - Board of Directors 
Article VI – Nomination, Election and Recall Procedure for Board of Directors
Article VII – Meetings
Article VIII – Committees
Article IX - Amendment of Bylaws
Article X - Books, Records and Budgets
Article XI – Indemnification and Liability of Directors/Agents
Article XII - Parliamentary Authority
Article XIII – Standing Committees

Definitions:
The following terms used in these bylaws shall have the following meanings unless otherwise expressly provided herein;
 “Agent” means any natural person who is or was a director, officer, employee, or other
representative of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent.
 “Annual Budget” means the blueprint for spending and income for the fiscal year. A “line-item” or “program” budget or a combination of the two may be used in order to best provide information.
"Articles" means the Articles of Incorporation of the Alpaca Breeders of Southern California as filed with the Secretary of State of California as the same may be amended from time to time.
 “Board” means the Board of Directors of the Association.
 “Bylaws” includes amendments thereto and amended bylaws.
 “Class” refers to those memberships which: (a) are identified in the articles or bylaws as being a different type of membership; or (b) have the same rights with respect to voting, dissolution, redemption and transfer.
 “Directors” except where otherwise expressly provided, means natural persons, designated in the articles or bylaws, and their successors and natural persons designated, elected, appointed by any other name or title to act as members of the governing body of the Association.
“Fiscal Year” means the year starting January 1 and ending December 31
"Member" means any individual, business or legally recognized entity that makes application to the Association and pays membership dues.
"Membership" means all the members in the Association.
“Non-Voting Member” A non-voting membership in the Association shall be granted upon application to the Association and the payment of membership dues. Non-voting members shall not be eligible to vote on any issues before the Association, nor be eligible for election to the Board of Directors of the Association or appointment to the chair of any committee.
“Officer” means an agent of the Association that is either a duly elected or an appointed member of the Board; or a individual appointed or employed as an officer by the Board to act on behalf of the Association.
“Association” means Alpaca Breeders of Southern California, or “SoCalpaca”.
“Person” means any individual, business corporation, joint venture, partnership, company or association.
"Quarterly" means the four (4) consecutive three-month periods of the fiscal year of the
Association.
“Special Committee” means a committee whose purpose or objective is singular, investigative, and short term in nature.
“Standing Committee” means a committee of unlimited tenure created to undertake both
specific and general tasks and is long term in nature. The membership of a Standing Committee is determined by the Board, which makes all appointments.
“Voting Member” A voting membership in the Association shall be granted upon application to the Association and the payment of membership dues. Each voting member shall have a single vote in all matters submitted to a vote of the voting Membership.
“Written” or “in writing” includes ordinary mail, facsimile, telegraphic, and other electronic communication as authorized by California law. (back to top)

Article I – Corporate Name

Section 1.1. The name of this Association shall be Alpaca Breeders of Southern California, (SoCalpaca).

Article II - Principal Office.

Section 2.1. The principal office of this Association shall be the physical address of the Secretary of this Association.

Article III – Purpose

Section 3.1. The purpose of this Association shall be to promote and protect alpaca as a viable agricultural industry in Southern California. (back to top)

Article IV – Members

Section 4.1. Membership. There are two classes of membership, voting and non-voting. There may also be varying levels of membership within each class of membership whose rights, privileges and duties are determined by the Board of Directors. Voting members must be AOBA members in good standing.

Section 4.2. Admissions. Membership shall be open to any person interested in the purpose of the Association. New members must complete the application form, agree to abide by the rules and regulations of the Association and pay the required membership dues.

Section 4.3. Membership Dues. The annual dues are to be set by the Board. Changes in annual dues in excess of 20% in any one fiscal year are to be presented to the membership at the next annual meeting for approval. Annual dues are due and payable by the first day of February. All members who have not paid their dues by the due date will have their voting rights suspended. Failure of the member to submit their dues by the last day of March will result in their loss of all rights and privileges as a member. Dues are not prorated. It is the responsibility of each member to remit the dues in a timely fashion. Dues may be paid up to three years in advance. Dues are not refundable.

Section 4.4. Voting Rights and Qualifications. All voting members shall be entitled to vote on all matters submitted to a vote of the Membership at regular meetings, special meetings and at the annual meeting. Each member in good standing on the qualifying date shall be eligible to vote.

Section 4.5 Suspension or Termination of Membership. A member may be suspended, under Section 4.6, based on the good faith determination by the Board of Directors, or a committee or person authorized by the Board of Directors to make such a determination, that the member has failed in a material and serious degree to observe the corporation’s rules of conduct, or has engaged in conduct materially and seriously prejudicial to the corporation’s purposes and interests. A person whose membership is suspended shall not be a member during the period of suspension.

Section 4.6 Procedure for Termination or Suspension of Membership. If grounds appear to exist for terminating or suspending a member under Section 4.5, the following procedure shall be followed:

A. The Board of Directors shall give the member at least thirty (30) days prior notice of a
meeting to consider the proposed termination or suspension, and provide the reasons for
the proposed termination or suspension.
B. The member shall be given an opportunity to be heard, either orally, in writing, or both, at least fifteen (15) days before the effective date of the proposed termination or
suspension. The hearing shall be held, or the written statement considered, by the Board
of Directors or by a committee or person authorized by the Board of Directors to
determine whether the termination or suspension should, or should not, occur.
C. The Board of Directors or committee or person authorized by the Board of Directors shall decide whether the member should be suspended, expelled or sanctioned in any way. The decision of the Board of Directors, committee or person shall be final, unless overturned by appeal. Suspension or termination shall not be commenced until the appeal process has been either exhausted or no appeal has been lodged.
D. A member may challenge an expulsion, suspension or termination of membership,
including a claim alleging defective notice, through appeal, such appeal to be lodged
within 30 days of the decision of the Board, with the Secretary, in writing, outlining the
grounds for an appeal. The Board will review its decision in the light of the appeal,
within 30 days of receipt of such appeal, and permit the disaffected member to appear in
person to plead their case after which the Board will deliver its final decision within 7
days. Attendance may be by teleconference. (back to top)

Article V - Board of Directors

Section 5.1 Board Duties and Powers. The Board of Directors shall provide clear, open and transparent governance of SoCalpaca for the benefits of its members.

Section 5.2 Number, Tenure and Term. The Board of Directors shall be comprised of seven (7) elected officers. Officers of this Association shall include a President, Vice-President, Chief Financial Officer, Secretary, and three (3) Directors. Each elected officer shall serve a term of two years or until their successors are elected. Officers shall serve no more than three consecutive terms in any one office and no more than four consecutive terms in any combination of offices. Incoming officers shall be inducted at the annual meeting and shall assume the duties of the Board effective September 1 of the year in which they are elected. All seven officers shall have full voting rights as members of the Board of Directors.

Section 5.3 Initial Election Procedure. In order to facilitate the change from one (1) year terms to two (2) year terms the following elections must occur:

Election of 2008 for declaration at the January 2009 quarterly meeting:
President – to serve to August 31, 2011
Vice President – to serve to August 2010
Secretary – to serve to August 2011
Director 1 – to serve to August 31, 2011
Director 2 – to serve to August 31, 2011
Election of 2010 for declaration at the Annual Meeting, July 2010:
Vice President – to serve to 31 August 2012
Chief Financial Officer (previously the Treasurer) – to serve to August 31 2012
1 Director (new) – to serve to August 2012
Election of 2011 for declaration at the Annual Meeting, July 2011
President
Secretary
Director 1
Director 2

Elections for odd years will be for the positions of President, Secretary and Directors 1 and 2.
Elections in even years will be for Vice President, Chief Financial Officer and Director 3.

All Board Members shall be elected pursuant to Article V with the following exceptions:

a. The Board shall appoint the 2008 Nomination Committee immediately
following July 2008 Regular Meeting.
b. The election shall be by mail ballot.

The Board is authorized to amend the Bylaws to strike this Article (Initial Election Procedure) in its entirety during the fiscal year 2011, or thereafter, and submit the amended bylaws to the proper governing authority/s without further vote or discussion with the membership.

Section 5.4 Elections. Four (4) officers shall be elected to the Board in odd years and three (3) officers shall be elected to the Board in even years.

Section 5.5 President. The President shall be the Chief Executive Officer of the Association and shall in general supervise and direct all business and affairs of the Association with the advice and consent of the current Board. The President shall sign contracts or other instruments that the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, by the bylaws, or by statute, to some other officer or agent of the Association.

Section 5.6 Vice President. The Vice President shall perform the duties of the President in the event the President is unable to carry out the duties of the office. The Vice President shall have all the powers of and be subject to all the restrictions of the President when so acting.

Section 5.7 Chief Financial Officer. The Chief Financial Officer is primarily responsible for maintaining and ensuring the financial health and soundness of the Association.

Section 5.8 Secretary. The Secretary shall keep the minutes of any meetings of the Membership and of the Board of Directors, act as the custodian of the Association’s books and records, conduct necessary legal and other correspondence of the Association, serve all notices of the Association required by law and these bylaws, maintain a record of the names and addresses of all Members, and perform such other duties as may be delegated by the President or Board of Directors. In the event that the Secretary shall be unable, refuse or neglect to serve such notices or prepare such papers, any Director designated by the President may serve such notices or prepare such papers. The Secretary shall be responsible for the corporate seal of the Association and affix such seal to all papers requiring the seal. The Secretary shall perform such other duties as may be required by the Board.

Section 5.9 Directors. There shall be three (3) additional officers named Director. Directors shall have such duties as are ordinarily and customarily incumbent upon their positions, and such other duties as may from time to time be determined by the Board of Directors.

Section 5.10 Vacancies. Any vacancies occurring on the Board of Directors resulting from any cause other than the expiration of the term of office shall be filled by temporary appointment by the Board of Directors unless otherwise stated in these bylaws or by law. The Member appointed to fill the vacated office shall serve the remainder of the original term. The Board may at its discretion appoint a member to fill a temporary vacancy on the Board that may be caused by illness or other short-term inability to fulfill the duties of that position by the elected officer. An absence of no more than two months could be considered short term.

Section 5.11 Resignation. Voluntary resignations shall be submitted to the Secretary. Any
Director who ceases to be a member in good standing of SoCalpaca and/or AOBA shall be deemed to have resigned effective the date that membership ceased. Any Director who has missed two (2) consecutive meetings of the Board may, at the discretion of the Board, be deemed to have resigned effective at the end of the second meeting so missed.

Section 5.12 Quorum. A majority of the Board of Directors shall constitute a quorum. Action of a majority of the Directors present at any meeting at which there is a quorum duly assembled, is valid as an act of the Association. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if a majority of the required quorum approves any action taken.

Section 5.13. Compensation. Directors, as such, shall not receive any salary for their services. Directors acting in a pre-authorized capacity may be reimbursed for actual expenses incurred on behalf of the Association and expenses, if any, for attendance at any meeting of the Membership further than 100 miles from their place of residence. Any such compensation shall be budgeted for and approved by the Members at the Annual Meeting of the Membership. (back to top)

Article VI – Nomination, Election and Recall Procedure for Board of Directors

Section 6.1. Nomination Committee. The Board of Directors shall appoint no less than three (3) members and no more than five (5) members as the Nomination Committee no less than six (6) months before the Annual Meeting, none of whom shall be a current member of the Board. The Committee shall recruit and preferably nominate at least two (2) candidates for election as officers for each vacancy on the Board for the ensuing terms. The Committee shall also accept self-nominations from current eligible members in good standing. The Committee shall prepare the ballots and send them to all Members eligible to vote. An election shall be considered valid if only one nominee is on the ballot for any one position and duly elected by the membership.

Section 6.2 Nomination Period. Nominations shall begin no more than six months before the Annual Meeting and shall close six weeks before the Annual Meeting.

Section 6.3 Qualifications, Statement of Candidacy. All nominees must be voting members in good standing of the Association. The Nomination Committee shall request that the nominees individually submit a statement on behalf of their candidacy no later than six (6) weeks prior to the election deadline. The Nomination Committee shall confirm eligibility of each candidate and determine method of distribution of candidate statements to the membership.

Section 6.4 Ballots and Voting Procedure. A ballot shall be sent to all eligible voting members by first class mail. Each member shall exercise his/her right to vote by returning the ballot to the Secretary. No ballot shall be counted unless it is postmarked or time stamped by the date set by the Nomination Committee and no later than five (5) days prior to the Annual Meeting. Procedures for balloting shall be established to assure the secrecy of each member’s vote. All ballots shall remain sealed until the official count at which time the Nomination Committee and the Secretary shall count the ballots and tabulate the votes. A majority of eligible voting members must submit a ballot for the election results to be valid. Ballots that are received after the official count for any reason and regardless of the postmark or timestamp shall not be counted.

Section 6.5 Board of Directors Recall. A Director may be removed from office by a recall
election. A petition of the one third (1/3) of the voting membership must be filed with the
Secretary to initiate a recall. The recall vote can be taken either at a special meeting or by ballot. A notice of the special meeting shall specify that the recall election will be on the agenda of the meeting. The recall election shall follow the procedures as outlined in Section 9.2. If the Secretary is the subject of the recall then the petition shall be filed with the President and the President shall initiate the recall procedure. If the recall is successful and the officer is removed from office by the vote of the membership, the vacancy shall be filled by appointment of the Board. (back to top)

Article VII – Meetings

Section 7.1 Regular Meetings. The Regular Meetings of SoCalpaca shall be held quarterly unless otherwise ordered by the Board. Dates, times and locations of Regular Meetings to be determined by the Board for the following calendar year and distributed to the Membership at the fourth quarter’s Regular Meeting.

Section 7.2 Annual Meeting. The third quarterly meeting shall be known as the Annual Meeting and shall be for the purpose of declaration of the ballot for election of officers, the induction of those officers, receiving reports of officers, including the annual budget, reports of committees, and for any other business that may arise.

Section 7.3 Special Meetings. Special meetings may be called by the President or by a majority vote of the Board of Directors, or by petition to the Board of not less than one-fifth (1/5) of the Members having voting rights.

Section 7.4 Notice of Meeting. Written notice stating the location, date, hour and purpose of any meeting of the Membership shall be sent to each member not less than twenty (20) days before the date of the meeting. Written notice shall include mailed notice, email, text or other written communication as technology allows and the member has agreed to accept.

Section 7.5 Quorum. Thirty percent (30%) of all voting Members or twenty (20) voting Members, whichever is less, at any duly constituted Membership meeting shall constitute a quorum. If a quorum is not present, a majority of the Members present may adjourn the meeting to a time certain without further notice.

Section 7.6 Manner of Acting. If a matter is submitted to the Members for a vote, a majority of the Members present shall be necessary for the adoption of the matter being voted on unless a greater proportion is required by State law or the bylaws. (back to top)

Article VIII – Committees

Section 8.1. Committee Assignment. Standing Committees shall consist of a chairperson and a core of committee members appointed by the Board. Standing Committees may also include additional members that have been approved by the Board. Special Committees may be created for a specific purpose. The objective of Special Committees may come either from the membership at any Regular or Annual Meeting or from the Board of Directors.

Section 8.2. Chairperson. The Board appoints the chairperson of all committees. Board
members may be appointed to chair any committee except where otherwise specified by law or in these bylaws.

Section 8.3. Committee Responsibilities. The Chairperson of each Committee will have the responsibility of calling committee meetings, as necessary, to conduct committee business or gather information. Each Committee Chairperson, or designated committee member, may give a progress report at each business meeting and report to the Board.

Section 8.4. Manner of Acting of a Committee. 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 the committee.

Section 8.5. Vacancies. Committee appointments to fill vacancies shall be made in the same manner as provided for in the case of original appointments. (back to top)

Article IX - Amendment of Bylaws

Section 9.1 Amendment Procedure. An amendment of the bylaws may be proposed by a
majority vote of the Board of Directors, an approved action at any Regular or Annual Meeting, or by petition signed by twenty (20) voting members in good standing.

Section 9.2 Manner of Voting. A ballot containing the proposed bylaw change(s) shall be sent to all eligible voting members by first class mail. Each member may exercise his/her right to vote by returning the ballot to the Secretary. No ballot shall be counted unless it is postmarked or date stamped by the return date set by the Board of Directors. Procedures for balloting shall be established to assure the secrecy of each member’s vote. All ballots shall remain sealed until the designated time to tabulate the vote at which time the Board of Directors shall appoint three (3) members and the Secretary to count the ballots and tabulate the votes. A two-thirds affirmative vote of a majority of the voting members at the time the ballot is sent must be received for an amendment to be valid. (back to top)

Article X - Books, Records and Budgets

Section 10.1. Maintenance of Corporate Records. The Association shall keep at its
principal office:
 (a) Minutes of all meetings of Directors and committees of the Board members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
 (b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
 (c) A record of its Directors, indicating their names and addresses and their terms of office.
(d) A copy of the corporation's Articles of Incorporation and Bylaws as amended to date,
which shall be open to inspection by the Directors of the corporation at all reasonable
times during office hours.
 (e) Financial records and documents together with the agenda’s and minutes of meetings will be kept for a minimum of 7 years.

Section 10.2 Right of Inspection. All books and records of the Association may be inspected by any Member, or his or her agent or attorney, provided reasonable notice has been given to the Board of Directors to produce said records.

Section 10.3 Budget. The Board is responsible for development of an annual budget, either through its own efforts or delegations to board members or a committee. The budget shall be ready for presentation and distributed to the members thirty (30) days before the Annual Meeting. The final budget must be approved by a majority vote of the membership. The budget will be voted on at the Annual Meeting and passed by a simple majority.

Section 10.4 Seal. The corporate seal shall have inscribed thereon the name of the Association, and the year of its organization. The seal will be affixed, or a facsimile thereof, to execute any document or instrument requiring it. (back to top)

ARTICLE XI – Indemnification and Liability of Directors/Agents

Section 11.1. The Association shall indemnify, to the fullest extent permitted by state law any individual made a party to a proceeding because such individual is or was a Director of the Association or acting as its agent, against liability incurred in the proceeding, if such individual acted in a manner believed in good faith to be, or not opposed to, the best interest of the Association and, in case of any criminal proceeding, such individual had no reasonable cause to believe such individual’s conduct was unlawful. The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

Article XII - Parliamentary Authority

Section 12.1 The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Association may adopt. (back to top)

Article XIII – Standing Committees

Section 13.1 Finance Committee – the Finance Committee shall be chaired by the Treasurer and include three other members appointed by the President promptly after each annual meeting. It shall be the duty of this committee to prepare a budget for the fiscal year beginning on January 1 and to submit it to the Organization at its next regular quarterly meeting for voter approval. The Finance Committee may submit amendments to the budget for the current year for additional expenditures on behalf of the Association for approval by a unanimous vote of the Board of Directors.

Section 13.2 Education Committee - the Education Committee, composed of four Members shall be appointed promptly after the annual meeting whose duty it shall be to plan the educational program(s) for the Organization. The President shall appoint the Chairperson. The Committee shall report to the Board.

Section 13.3 Show Committee - the Show Committee shall be composed of no less than five (5) members appointed by the Board whose duty it is to plan and produce the Association’s AOBA certified show(s). There shall be one (1) committee for each show that is produced. The Board shall appoint the Chairperson. The Chairperson for each show shall be the designated Event Coordinator. The committee shall report to the Board once per month unless otherwise specified by the Board.

Section 13.4 Marketing Committee - the Marketing Committee shall be composed of no less than five (5) Members appointed by the Board of Directors promptly after each Annual meeting, and whose duty it is to promote the Association. It shall be the responsibility of the Marketing Committee to oversee all marketing, advertising and promoting of the Association and support marketing for its members. The President shall appoint the Chairperson. The Committee shall report to the Board as required by the Board. (back to top)