In an effort to be as open and transparent as possible I am posting the ACA's by-laws in this forum. I want them to be available for everyone in the cervid industry to see and review.
I know there has been some misinformation about the structure of the ACA and whether it would or could replace any of the existing associations. I hope these by-laws clear up any of those misgivings.
There has been considerable work done to create a set of by-laws that will frame the ACA so it a can be as productive of an asset for the cervid industry as possible. Just as with any set of by-laws these are a living document and changes or tweaks might have to be made over time to continue the mission of the ACA.
I hope everone has a chance to review the by-laws and us them to gain a better understanding of how the ACA is structured and the rules that will govern it.
Thanks, Eric Mohlman
Executive Director
North American Elk Breeders Association
[email protected]
[email protected]
402-469-1831 Cell
I will be out of town till Sunday evening 3-24-13 hosting NAEBA's March Mingle in Wausau, Wisconsin if you need to contact me either call me or send me an email on my personal email address above.
I hope that they don't lose their formatting upon pasting.
I received an error message that this message is too long so I will be spliting the by-laws into two separate posts. Sorry for the inconvenience.
BY-LAWS
OF THE
AMERICAN CERVID ALLIANCE
ARTICLE I
INCORPORATION
Section 1. Name. The name of this non-profit corporation is the American Cervid Alliance.
Section 2. Offices. Principal offices of the corporation are any place that Alliance names as the physical address needed to conduct the business of the corporation and at this time is 4985 West Blue Hill Road, Ayr, NE 68925.
ARTICLE II
MISSION
This corporation has been formed to comply with the Internal Revenue Code of 1954, Section 501(c)4.
The purposes for which this corporation has been formed are:
To provide a council of leaders representing state and national farmed cervid
associations across North America.
To review threats and industry issues that can impact the cervid regulatory
environment.
To generate funds to financially assist a state or national association dealing with
defending private property rights and defending the Alliance’s position on
regulations.
To increase the communication between leaders of member associations.
To provide a forum for leaders of member associations to exchange ideas to enhance
the industry.
To encourage statistical analysis, surveys, and recording of history.
To advise and offer consultation to any members’ association when the need arises.
To advance research that would be beneficial to the farmed cervid industry.
The mission statement of the American Cervid Alliance is:
The mission of the American Cervid Alliance is to protect and promote the private property rights of individual members of our participating cervid industry associations. The American Cervid Alliance will explore all avenues through education, negotiations, research, lobbying or legal challenges to preserve the rights of our members to explore private business ventures that include breeding, raising, harvesting, marketing and legal movement of farm raised cervids.
ARTICLE III
MEMBERS
Section 1. Active Members. Member associations of the American Cervid Alliance (ACA) hereafter referred to as the “ACA” shall be those state and national associations that promote farmed cervids and are approved for membership in the ACA by or under authorization of the Leadership Council. Only those associations which have sent a written membership request and are publically and privately supporting the ACA will be approved for active membership. Active member association’s representatives shall be persons who are actively engaged as owners, agents, or managers in the handling, propagation, or care of any species of farmed cervidae. Each member association shall have one vote. The member association must submit in writing to the American Cervid Alliance office via postal mail, electronic mail or fax, the name of their association’s representative before they can be eligible. All member associations must be in good standing and be in compliance with their bylaws to be eligible for ACA membership.
Section 2. Payment of Dues. There are no required dues to become a member association.
ARTICLE IV
MEETINGS OF MEMBERS
Section 1. Powers of the Leadership Council. All the affairs of the ACA shall be under the control of the Leadership Council. The Leadership Council shall have the power from time to time to adopt, alter, and amend By-Laws and rules and regulations.
Section 2. Meetings of the Leadership Council. The Leadership Council shall hold a minimum of one meeting/teleconference each quarter at a time to be determined by the Leadership Council or the Moderator of the ACA. A meeting/teleconference of the Leadership Council for the transaction of business as may properly come before the meeting shall be at such place and on such date as the Leadership Council or the Moderator may from time to time determine, provided such determination shall be made by the Leadership Council.
Section 3. Notice of Meetings to Leadership Council Members. Notice of a meeting shall be deposited in the United States mail or sent by electronic mail addressed to the Leadership Council member at his or her address as it appears on the records of the Association, with the postage thereon paid, not less than ten (10) days nor more than sixty (60) days before the date of the meeting, and when so mailed the notice shall be deemed delivered.
Section 4. Special meetings. Special meetings may be called as needed to discuss emergency matters affecting the cervid industry. Special meetings may be called by the Moderator when necessary that will not have to meet the required notice for a normal meeting, a special meeting will require a twenty-five percent vote of the registered members for a meeting to be called.
Section 5. Quorum. A majority of the voting membership is required to constitute a quorum on any matter that may be required by vote.
Section 6. Member’s Records. The ACA shall keep correct and complete records of account and shall keep minutes of the proceedings of the Leadership Council and all meetings. All books and records of the ACA may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time after reasonable notice.
Section 7. Voting.
A. At every Leadership Council Meeting, each Leadership Council member shall be entitled to one vote in person or by proxy vote cast by their registered representative. In the event the Council member’s registered representative is unable to attend a meeting, the registered representative or Office of the Member Association they represent may submit a proxy transfer to a temporary replacement representative for that meeting. After the adjournment of that specific meeting, the voting proxy will automatically be restored to the original registered representative unless otherwise specified by the Office of the member Association. If the registered representative of a member association is not present for a vote during a Leadership Council meeting that has not complied with the voting proxy transfer requirements, the Leadership Council member will not be able to vote.
B. The Moderator shall announce any transfers of voting proxy due to absence and any changes in representation of Leadership Council member immediately after the attendance roll call.
C. All voting on motions except motions to approve minutes, motions to adopt Treasurer’s report, motions to approve agenda, and motions to adjourn shall be roll call votes.
Section 8. Issues of Consideration. A person engaged in dealing with farmed cervids may submit an idea or issue to be considered in writing to the Moderator to be reviewed by the Leadership Council. The Moderator will use discretion of what suggested items will be considered by Leadership Council in the interest of urgency and importance to the industry.
Section 9. Code of Ethics. This code shall serve as a guide to members of the ACA in conducting their affairs. The code is not intended to cover all possible undesirable activities and in no way shall restrict the right of the Members of the ACA to expel any member whose conduct is, in the opinion of the Leadership Council, prejudicial to the interests of the ACA, as provided in the Articles of Incorporation or these By-Laws.
A. Members are concerned about the welfare of farm raised and wild cervids, and private property rights.
B. Members may disagree with the action of the ACA but shall not engage in activity deemed detrimental to the credibility of the ACA.
C. Any violation of the code by a member may be reported in full detail in writing to the Moderator of the Alliance. If it is the opinion of the Moderator that a violation may have taken place the Leadership Council will schedule a hearing to allow the member in alleged violation an opportunity to respond. If then it is the opinion of the two/thirds majority of the Leadership Council that the member did violate this code, the Leadership Council or their agent will compile all details and make a recommendation to:
I. Send the violating member a letter of reprimand; or
II. Suspend the violating member for a period of time; or
III. Expel the violating member from the Alliance.
The recommendation will be adopted only after a two/thirds majority vote by the Leadership Council.
D. In the event that the member who is alleged to have violated the code is on the Leadership Council, they shall abstain from all meetings, discussions, and votes regarding the alleged violation.
E. In all cases of an alleged violation, all details of the violation, hearing, recommendation of the Leadership Council, and decision of the Leadership Council or a letter of reprimand will be confidential. The only information released by the Leadership Council will be that specified (named) member has been “suspended” or “expelled.”
ARTICLE V
LEADERSHIP COUNCIL MEMBERS
Section 1. Executive Committee. The Executive Committee will be made up of the Moderator and Secretary/Treasurer. The committee shall to the extent provided, have and exercise the authority of the Leadership Council in the management of the corporation but this authority shall not be construed to extend to the removal of officers of the corporation or the approval of annual budgets, nor to make any changes in By-Laws or to adopt long-range goals for the ACA, nor shall the designation of such committee operate to relieve the Leadership Council of any responsibility imposed upon them. Any action taken by the Executive Committee shall be subject to review and approval of the full Leadership Council. The Moderator and the Secretary/Treasurer will be members of the Leadership Council representing their individual state or national association to be eligible for the positions.
Section 2. Attendance at Meetings. A Leadership Council position is one of trust and confidence placed on an individual by the membership of the ACA and their appointing association. Attendance at Leadership Council meetings is paramount to this trust. A Leadership Council member shall make arrangements to have another representative from his or her association to represent him if he or she should be absent. If a substitute representative is to be used by a member association, it is the responsibility of the standing representative or the Office of their appointing association to notify the Executive Committee by either email or postal mail the identity of the substitute representative. If a member association is not represented by their registered representative or proxy in five consecutive Leadership Council meetings, the Leadership Council may consider the removal of their membership. Removal of membership due to attendance shall be approved by a 2/3 vote of the Leadership Council.
Section 3. Conduct of Meetings. Each meeting of the Leadership Council shall be presided over by the Moderator of the Leadership Council by the Secretary/Treasurer if the Moderator is not present or a person selected to preside, by a vote of the majority of the Leadership Council members present. The Secretary/Treasurer, or in his or her absence any person designated by the Chairman of the meeting shall act as Secretary of the meeting. All meetings shall be conducted according to Robert’s Rules of Order unless suspended by the majority vote of Leadership Council members.
Section 4. Conflict of Interest. Leadership Council members or member associations who have a personal or monetary conflict of interest with business before the ACA shall recuse themself to serve as a Leadership Council member or member association while that business is being discussed or voted on by the Leadership Council. The determination of the conflict of interest shall be approved by a 2/3 majority vote of the Leadership Council.
Section 5. Number of Leadership Council Members. The Leadership Council shall be made up of a representative from each state or national member association. In the case of two or more member associations within a state, that state may select a representative from each association within that state or select a representative to serve as the representative for all the member associations within that state with one vote shared between all state associations. Leadership Council members representing a state association are required to have their primary residence within that state to be eligible.
See second post for remainer of by-laws.
I know there has been some misinformation about the structure of the ACA and whether it would or could replace any of the existing associations. I hope these by-laws clear up any of those misgivings.
There has been considerable work done to create a set of by-laws that will frame the ACA so it a can be as productive of an asset for the cervid industry as possible. Just as with any set of by-laws these are a living document and changes or tweaks might have to be made over time to continue the mission of the ACA.
I hope everone has a chance to review the by-laws and us them to gain a better understanding of how the ACA is structured and the rules that will govern it.
Thanks, Eric Mohlman
Executive Director
North American Elk Breeders Association
[email protected]
[email protected]
402-469-1831 Cell
I will be out of town till Sunday evening 3-24-13 hosting NAEBA's March Mingle in Wausau, Wisconsin if you need to contact me either call me or send me an email on my personal email address above.
I hope that they don't lose their formatting upon pasting.
I received an error message that this message is too long so I will be spliting the by-laws into two separate posts. Sorry for the inconvenience.
BY-LAWS
OF THE
AMERICAN CERVID ALLIANCE
ARTICLE I
INCORPORATION
Section 1. Name. The name of this non-profit corporation is the American Cervid Alliance.
Section 2. Offices. Principal offices of the corporation are any place that Alliance names as the physical address needed to conduct the business of the corporation and at this time is 4985 West Blue Hill Road, Ayr, NE 68925.
ARTICLE II
MISSION
This corporation has been formed to comply with the Internal Revenue Code of 1954, Section 501(c)4.
The purposes for which this corporation has been formed are:
To provide a council of leaders representing state and national farmed cervid
associations across North America.
To review threats and industry issues that can impact the cervid regulatory
environment.
To generate funds to financially assist a state or national association dealing with
defending private property rights and defending the Alliance’s position on
regulations.
To increase the communication between leaders of member associations.
To provide a forum for leaders of member associations to exchange ideas to enhance
the industry.
To encourage statistical analysis, surveys, and recording of history.
To advise and offer consultation to any members’ association when the need arises.
To advance research that would be beneficial to the farmed cervid industry.
The mission statement of the American Cervid Alliance is:
The mission of the American Cervid Alliance is to protect and promote the private property rights of individual members of our participating cervid industry associations. The American Cervid Alliance will explore all avenues through education, negotiations, research, lobbying or legal challenges to preserve the rights of our members to explore private business ventures that include breeding, raising, harvesting, marketing and legal movement of farm raised cervids.
ARTICLE III
MEMBERS
Section 1. Active Members. Member associations of the American Cervid Alliance (ACA) hereafter referred to as the “ACA” shall be those state and national associations that promote farmed cervids and are approved for membership in the ACA by or under authorization of the Leadership Council. Only those associations which have sent a written membership request and are publically and privately supporting the ACA will be approved for active membership. Active member association’s representatives shall be persons who are actively engaged as owners, agents, or managers in the handling, propagation, or care of any species of farmed cervidae. Each member association shall have one vote. The member association must submit in writing to the American Cervid Alliance office via postal mail, electronic mail or fax, the name of their association’s representative before they can be eligible. All member associations must be in good standing and be in compliance with their bylaws to be eligible for ACA membership.
Section 2. Payment of Dues. There are no required dues to become a member association.
ARTICLE IV
MEETINGS OF MEMBERS
Section 1. Powers of the Leadership Council. All the affairs of the ACA shall be under the control of the Leadership Council. The Leadership Council shall have the power from time to time to adopt, alter, and amend By-Laws and rules and regulations.
Section 2. Meetings of the Leadership Council. The Leadership Council shall hold a minimum of one meeting/teleconference each quarter at a time to be determined by the Leadership Council or the Moderator of the ACA. A meeting/teleconference of the Leadership Council for the transaction of business as may properly come before the meeting shall be at such place and on such date as the Leadership Council or the Moderator may from time to time determine, provided such determination shall be made by the Leadership Council.
Section 3. Notice of Meetings to Leadership Council Members. Notice of a meeting shall be deposited in the United States mail or sent by electronic mail addressed to the Leadership Council member at his or her address as it appears on the records of the Association, with the postage thereon paid, not less than ten (10) days nor more than sixty (60) days before the date of the meeting, and when so mailed the notice shall be deemed delivered.
Section 4. Special meetings. Special meetings may be called as needed to discuss emergency matters affecting the cervid industry. Special meetings may be called by the Moderator when necessary that will not have to meet the required notice for a normal meeting, a special meeting will require a twenty-five percent vote of the registered members for a meeting to be called.
Section 5. Quorum. A majority of the voting membership is required to constitute a quorum on any matter that may be required by vote.
Section 6. Member’s Records. The ACA shall keep correct and complete records of account and shall keep minutes of the proceedings of the Leadership Council and all meetings. All books and records of the ACA may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time after reasonable notice.
Section 7. Voting.
A. At every Leadership Council Meeting, each Leadership Council member shall be entitled to one vote in person or by proxy vote cast by their registered representative. In the event the Council member’s registered representative is unable to attend a meeting, the registered representative or Office of the Member Association they represent may submit a proxy transfer to a temporary replacement representative for that meeting. After the adjournment of that specific meeting, the voting proxy will automatically be restored to the original registered representative unless otherwise specified by the Office of the member Association. If the registered representative of a member association is not present for a vote during a Leadership Council meeting that has not complied with the voting proxy transfer requirements, the Leadership Council member will not be able to vote.
B. The Moderator shall announce any transfers of voting proxy due to absence and any changes in representation of Leadership Council member immediately after the attendance roll call.
C. All voting on motions except motions to approve minutes, motions to adopt Treasurer’s report, motions to approve agenda, and motions to adjourn shall be roll call votes.
Section 8. Issues of Consideration. A person engaged in dealing with farmed cervids may submit an idea or issue to be considered in writing to the Moderator to be reviewed by the Leadership Council. The Moderator will use discretion of what suggested items will be considered by Leadership Council in the interest of urgency and importance to the industry.
Section 9. Code of Ethics. This code shall serve as a guide to members of the ACA in conducting their affairs. The code is not intended to cover all possible undesirable activities and in no way shall restrict the right of the Members of the ACA to expel any member whose conduct is, in the opinion of the Leadership Council, prejudicial to the interests of the ACA, as provided in the Articles of Incorporation or these By-Laws.
A. Members are concerned about the welfare of farm raised and wild cervids, and private property rights.
B. Members may disagree with the action of the ACA but shall not engage in activity deemed detrimental to the credibility of the ACA.
C. Any violation of the code by a member may be reported in full detail in writing to the Moderator of the Alliance. If it is the opinion of the Moderator that a violation may have taken place the Leadership Council will schedule a hearing to allow the member in alleged violation an opportunity to respond. If then it is the opinion of the two/thirds majority of the Leadership Council that the member did violate this code, the Leadership Council or their agent will compile all details and make a recommendation to:
I. Send the violating member a letter of reprimand; or
II. Suspend the violating member for a period of time; or
III. Expel the violating member from the Alliance.
The recommendation will be adopted only after a two/thirds majority vote by the Leadership Council.
D. In the event that the member who is alleged to have violated the code is on the Leadership Council, they shall abstain from all meetings, discussions, and votes regarding the alleged violation.
E. In all cases of an alleged violation, all details of the violation, hearing, recommendation of the Leadership Council, and decision of the Leadership Council or a letter of reprimand will be confidential. The only information released by the Leadership Council will be that specified (named) member has been “suspended” or “expelled.”
ARTICLE V
LEADERSHIP COUNCIL MEMBERS
Section 1. Executive Committee. The Executive Committee will be made up of the Moderator and Secretary/Treasurer. The committee shall to the extent provided, have and exercise the authority of the Leadership Council in the management of the corporation but this authority shall not be construed to extend to the removal of officers of the corporation or the approval of annual budgets, nor to make any changes in By-Laws or to adopt long-range goals for the ACA, nor shall the designation of such committee operate to relieve the Leadership Council of any responsibility imposed upon them. Any action taken by the Executive Committee shall be subject to review and approval of the full Leadership Council. The Moderator and the Secretary/Treasurer will be members of the Leadership Council representing their individual state or national association to be eligible for the positions.
Section 2. Attendance at Meetings. A Leadership Council position is one of trust and confidence placed on an individual by the membership of the ACA and their appointing association. Attendance at Leadership Council meetings is paramount to this trust. A Leadership Council member shall make arrangements to have another representative from his or her association to represent him if he or she should be absent. If a substitute representative is to be used by a member association, it is the responsibility of the standing representative or the Office of their appointing association to notify the Executive Committee by either email or postal mail the identity of the substitute representative. If a member association is not represented by their registered representative or proxy in five consecutive Leadership Council meetings, the Leadership Council may consider the removal of their membership. Removal of membership due to attendance shall be approved by a 2/3 vote of the Leadership Council.
Section 3. Conduct of Meetings. Each meeting of the Leadership Council shall be presided over by the Moderator of the Leadership Council by the Secretary/Treasurer if the Moderator is not present or a person selected to preside, by a vote of the majority of the Leadership Council members present. The Secretary/Treasurer, or in his or her absence any person designated by the Chairman of the meeting shall act as Secretary of the meeting. All meetings shall be conducted according to Robert’s Rules of Order unless suspended by the majority vote of Leadership Council members.
Section 4. Conflict of Interest. Leadership Council members or member associations who have a personal or monetary conflict of interest with business before the ACA shall recuse themself to serve as a Leadership Council member or member association while that business is being discussed or voted on by the Leadership Council. The determination of the conflict of interest shall be approved by a 2/3 majority vote of the Leadership Council.
Section 5. Number of Leadership Council Members. The Leadership Council shall be made up of a representative from each state or national member association. In the case of two or more member associations within a state, that state may select a representative from each association within that state or select a representative to serve as the representative for all the member associations within that state with one vote shared between all state associations. Leadership Council members representing a state association are required to have their primary residence within that state to be eligible.
See second post for remainer of by-laws.
