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ALC Constitution and Bylaws


For the Purpose of development and promoting the LaMancha breed and co-operating with all other organizations promotion of dairy goats in general, we the members of the American LaMancha Club, do hereby adopt this constitution as the fundamental law of the American LaMancha Club.

ARTICLE I - NAME
The name of this organization shall be the American LaMancha Club (hereinafter known as the ALC or the Club).

ARTICLE II - PURPOSE
The ALC is a non-profit organization whose purpose shall be the development and promotion of the LaMancha dairy goat; the encouragement of closer fellowship among the members through meetings, correspondence, circulation of useful information, news and ideas, and the cooperation with other organizations in the development of the dairy goat in general.

ARTICLE III-LOCATION AND TERRITORY
Section 1 .
The home of this Club shall be the address of the Secretary-Treasurer, or as otherwise designated by the Board of Directors.
Section 2 .
The United States and its possessions, the Dominion of Canada, Mexico, the Islands of the Atlantic Ocean, plus other areas as shall request service will be the territory of operation of the ALC.

ARTICLE IV - MEMBERSHIP
Section 1 .
Any individual, firm, partnership, association or corporation interested in the breeding, sale, or promotion of the LaMancha dairy goat is eligible for membership upon proper application. Such member will abide by and be bound by the Constitution and By-Laws of the ALC.

Section 2 .
There shall be an annual membership meeting held in conjunction with the annual American Dairy Goat Association (ADGA) meeting. At this annual ALC meeting, the officers of the Club will give a report of the current financial conditions of the Club, any business of the preceding {year?} and all actions taken by the Board of Directors during that time. The newsletter immediately prior to this meeting shall contain a proxy vote for use at the ALC annual meeting for those members who cannot attend.
Section 3 .
The Board of Directors may call special meetings of the members as necessary to conduct the business of this Club, provided written notice is mailed to all members at least twenty (20) days prior to such meeting. Only the business stated in the notice may be transacted.
Section 4 .
No Officer, Director or Member shall sign any notes of indebtedness in the name of the Club, unless given specific authorization to do so by the action of the Board of Directors.

ARTICLE V - BOARD OF DIRECTORS
Section 1 .
The Board of Directors shall act on behalf of the membership whenever a decision must be made and insufficient time exists for actions by the membership, provided these decisions are not be{?} contrary to law or this constitution.  These decisions may be revised or amended by the members under the following procedure:
a.  Upon petition to the Secretary-Treasurer, by no less than ten (10) members, the proposal to revise or amend action of the Board of Directors shall be submitted to the members by the Secretary-Treasurer within thirty (30) days after the requirements for referenda have been met.
b.  The voting shall be closed thirty (30) days after the mailing.
c.  A two-thirds (2/3) majority of the votes cast by the membership shall constitute a veto of any action of the Board.
d.   The Board will report any such decisions or amendments to the membership via the newsletter and/or the next meeting.
Section 2 .
The term Director, as used in this Constitution and ByLaws, shall be a person who has been elected by the membership to oversee the affairs of this Club.
Section 3 .
The Board of Directors shall consist of the eligible number of Directors elected by the membership of this Club.
Section 4 .
The number of Directors shall be four (4).
Section 5 .
Directors shall be elected for two (2) year terms, two (2) each year, so that half the number of Directors is elected in any given year.
Section 6 .
A member in good standing for one (1) year prior to the election is eligible to hold the position of Director.
Section 7 .
All voting by Directors shall be by recorded vote so that it can be determined how each Director voted.
Section 8 .
The President shall be the Chairman of the Board of Directors and have a vote only in case of a tie.

ARTICLE VI - OFFICERS
Section 1 .
The officers shall supervise the business of the Club as ordered by the Board of Directors in accordance with the Constitution and By-Laws. The officers of the Club shall be the President, Vice-President, Secretary-Treasurer and such other officers as may be authorized by the Board from time to time.
Section 2 .
The term of office for all officers, including the four directors shall be two (2) years.
Section 3 .
Any member in good standing for one (1) year prior to the election is eligible to hold office.
Section 4 .
The President shall appoint a committee of three (3) members, taking into consideration geographical distribution. The first year, this committee shall propose at least two (2) candidates for President, Vice-President, Secretary-Treasurer and six candidates for Director, giving due regard to geographical distribution. In subsequent years, this committee shall propose at least three (3) candidates for Director and, in alternate years, two (2) candidates for President, Vice President and Secretary-Treasurer. This committee shall also make the necessary investigation to insure the proposed candidates will accept the office if elected. Space shall be provided on the ballot for write-in names for each office and Director.
Section 5 .
The newsletter editor shall prepare the ballot in the newsletter for mailing to the membership sixty (60) days before the annual meeting. Balloting will close thirty (3) days after the mailing. All newsletters containing ballots will be mailed first class.
Section 6 .
The Chairman of the nominating committee shall receive the ballots and tabulate same twenty (20) days before the annual meeting. The first year, the two (2) Director candidates receiving the highest vote counts shall be elected to two (2) year terms and the Director candidates receiving the third and fourth highest vote counts shall be elected to one (1) year terms. The Chairman shall also notify by mail {all present?} the officers and all candidates on the ballot as to the results of the election at least ten (10) days before the annual meeting.
Section 7 .
In the case of a tie vote, the candidate who has had the longest continuous membership in the Club shall be declared elected.
Section 8 .
Duties of the new officers shall be assumed following the completion of the Old Business at the annual meeting of the membership.
Section 9 .
Any office vacated for any reason with a term of nine (9) months or over remaining will be filled by special election. Vacated offices with terms of less than nine (9) months remaining will be filled by appointment by the President.

ARTICLE VII - COMMITTEES
Section 1 .
The President shall appoint the chairmen of all standing and special committees. All such appointees shall be subject to removal by the President.

ARTICLE VIII - MEMBERSHIP MEETINGS
Section 1 .
There shall be an annual meeting held in conjunction with the annual ADGA meeting. The newsletter before the meeting should contain a proxy vote for use at the annual meeting for those who cannot attend.

ARTICLE IX - AMENDMENTS
Section 1 .
The Constitution and/or By-Laws may be amended by petition in writing to the Secretary-Treasurer and signed by not less than ten (10) members in good standing. The Secretary-Treasurer shall prepare a ballot to be included in the next Newsletter and voting shall be closed thirty (30) days after the mailing. the President shall appoint a committee for the purpose of tabulating and announcing the results.
Section 2 .
This Constitution and/or By-Laws may be amended by a two-thirds (2/3) vote of all votes cast, provided fifty (50%) of all eligible to vote do vote.

ARTICLE X - PROCEDURE
Section 1 .
The issue in all voting shall be determined by a majority of votes cast unless specifically provided otherwise.
Section 2 .
On questions of parliamentary procedure, ``Roberts Rules of Order'' shall govern, unless the Board of Directors shall provide otherwise.

BYLAWS

PREAMBLE
We, the Board of Directors, with the object in view of providing regulations favorable for the implementation of and pursuant to the Constitution, of the American LaMancha Club, do hereby adopt these By-Laws.

ARTICLE I - MEMBERSHIP
Section 1 .
Application for membership shall be addressed to the Secretary-Treasurer, and shall be accompanied by annual dues.   The application shall be in accordance with the rules as established by the Board of Directors.
Section 2 .
The membership year shall be January 1st to December 31st.  Annual dues shall be set by the Board of Directors and the membership notified through advertisements of the Club, with dues due and payable on September 1st for the following year.  Dues of members unpaid on March 1st and due since January 1st shall be considered in arrears and membership shall lapse. Whenever a new applicant for membership pays his/her dues prior to September 1st of the year in which he/she makes application for membership, he/she shall be credited with full membership from the date of receipt of application and payment of dues up to and including the lst day of December of the year in which he/she makes application. Whenever a new applicant pays his/her dues after September 1st of the year in which he/she makes application for membership, he/she shall be credited with full membership from the date of receipt of application and payment of dues for the following year.
Section 3 .
The Board of Directors shall designate a place for the annual meeting before march 1st of any year.  If not so done, the President shall designate a place with sixty (60) days.
Section 4 .
The Secretary-Treasurer shall inform the membership of the place, day and hour of each annual meeting through the newsletter of this Club.  In the event of a special meeting, notification shall be twenty (20) days before the time at which the meeting is to be held. If notice is mailed to the last known place of business or residence of any member, such mailing shall constitute proper notice under this section.
Section 5 .
Those members present at any meeting of the membership in order constitute a quorum for transaction of business.

ARTICLE II - BOARD OF DIRECTORS
Section 1 .
The officers shall be elected by a postal ballot of the membership.
Section 2 .
The newly elected officers shall assume their duties after the conclusion of the old business at the annual membership meeting.
Section 3 .
The President:
a. The President, as Chief Executive Officer of the Club, shall maintain general supervision of the affairs of the Club. He shall preside at all meetings of the membership and shall report to the members and make sugges- tions that he may deem advisable.
b. The President shall be an ex-officio member of all committees.
c. The President shall call for regular committee reports and see that all committees function properly.
d. The President shall assist the newsletter editor in obtaining all news of this organization for publication in the newsletter.
e. The President may present propositions pertaining to administration policy to the Board of Directors or to the members, by separate mailing or through the newsletter of this Club.
f. The President shall represent this organization in matters not otherwise provided for.
Section 4 .
The Vice-President:
The Vice-President shall occupy the position and perform the duties of the President, when, for any reason, the President is unable to perform such duties.
Section 5 .
The Secretary-Treasurer:
a. The Secretary-Treasurer shall be the recording and corresponding officer of the Club. He shall keep accurate minutes of this Club, submitting same to the newsletter editor for publication, and reading at subsequent meetings.   He shall conduct the correspondence of this Club.   He shall keep an up-to-date roster of the membership, immediately notify the newsletter editor of all new or lapsed memberships, and supply the nominating committee with a current membership roster.  He shall, with the help of the newsletter editor, notify all members of all meetings.
b. The Secretary-Treasurer shall receive and have custody of the general funds, including membership dues of this Club, and disburse them as authorized by the vote of the membership and/or Board of Directors. He shall keep accurate records of all receipts and disbursements of monies.   He shall prepare a report for the Annual Membership meeting showing receipts and disbursements, with a statement of the financial condition of this Club.  He shall assist the Board of Directors in completing the bi-annual budget.
c. The Secretary-Treasurer shall maintain a permanent file of all minutes, correspondence and financial records of this Club and pass such file on to the newly elected Secretary-Treasurer when the current term expires.

ARTICLE IV - STANDING COMMITTEES
The President shall create those standing committees as called for by the Constitution or as are necessary for the operation and progress of the American LaMancha Club.

ARTICLE V - DISSOLUTION
In the event of the dissolution of the American LaMancha Club, any funds in the treasury shall be donated to an organization for the benefit of dairy goats which will be selected by the Board of Directors prior to dissolution.

ARTICLE VI - GRANDFATHER CLAUSE
All rules and regulations of the Club in effect at the time of adoption of this Constitution and By-Laws and not changed by or in conflict with this Constitution and ByLaws shall remain in effect until changed by the Board of Directors.

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