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Nigerian Dwarf Society CONSTITUTION PREAMBLE With the objective of providing regulations favorable for the democratic operation of the Nigerian Dwarf Society, we, the members, do hereby adopt this Constitution as the fundamental law of the Nigerian Dwarf Society. ARTICLE I. NAME Section 1. The name of the Society shall be the NIGERIAN DWARF SOCIETY. ARTICLE II. PURPOSE Section 1. The purposes of the Nigerian Dwarf Society (NDS) are: The promotion and education of matters pertaining to the history, publicity, breeding, exhibition, and improvement of Nigerian Dwarf dairy goats. In particular, the goals of the Society are to: Foster… a positive environment for breeders to work together in meeting common goals Nurture…new breeders in education, mentoring, networking Cultivate…relationships with American Dairy Goat Association (ADGA) and within the greater dairy goat industry Support…breeders and owners with programs and services Advance…the breed through research and publicity Encourage…member communication and involvement Recognize...achievements ARTICLE III. LOCATION AND TERRITORY Section 1. Location. The office of the Society shall be as designated by the Board of Directors. Section 2. Territory. The field of operation shall be the United States, Canada, and any other countries or territories in which ADGA and NDS members reside and have been approved by the Board of Directors. The Board of Directors will maintain a list of those countries and territories outside of the United States. ARTICLE IV. MEMBERSHIP Section 1. Any reputable individual, firm, association or corporation that holds membership in ADGA and is interested in the history, promotion, breeding, exhibition, and improvement of Nigerian Dwarf dairy goats is eligible for membership in the Society upon making proper application. In addition, the prospective Member must confirm that, if accepted into membership, such Member will abide by and be bound by the Constitution and by the rules and regulations of this Society now in force and which may hereafter be adopted by the Members and Directors of this Society. ARTICLE V. BOARD OF DIRECTORS Section 1. The Board of Directors shall have the power and authority to make, amend, repeal and enforce rules and regulations not contrary to law, the Certificate of Incorporation or this Constitution as they may deem expedient concerning the conduct, management and activities of the Society, all, however, subject to revisions or amendment by the Members utilizing the procedure as follows: a. Under petition to the Secretary, by no less than three percent (3%) of the Members petitioning from each Directorial District, the proposal to revise or amend action of the Board of Directors shall be submitted to the Members by email from the Secretary in the next general membership mailing, provided that emailing occurs within ninety (90) days of the receipt of said petition. Otherwise a special emailing must occur. Calculation of Members eligible to petition shall be based on those Members as of June 1 in the year of the Board action, and in good standing as of the date of petition submission to the Secretary. b. The voting shall be closed forty-five (45) days after the referendum has been emailed to the Members. c. Within thirty (30) days following the vote, the Board of Directors shall provide for the tabulation of the vote and declare the results. The referendum shall become eligible when a favorable vote has been declared. d. The petition must be submitted to the Secretary within twelve (12) months from the date of the Board action. For referendum purposes only, the date of action for decisions made by postal ballot shall be based on the date of the annual meeting at which these decisions were presented and reviewed (i.e. twelve (12) months from the last calendar date of the annual meeting). Section 2. The term Director or Officer, as used in this Constitution or the Bylaws made pursuant to this Constitution shall be a person who has been elected by the membership to a seat on the Board of Directors. Section 3. The Board of Directors shall consist of the following positions: President, Vice President, Secretary, Treasurer, Eastern Director, Western Director, and Director at Large. Section 4. The eligible number of Directors are elected by members in good standing with NDS. Section 5. Two U.S. Directorial Districts are defined by separation of the Mississippi River to two regions; East of the Mississippi for the position of Eastern Director and West of the Mississippi for the position of Western Director. Section 6. a. Director positions shall be elected for two (2) year terms. The terms will start on January 1 following the election. On even years, the following positions will be available for election: President, Secretary, Eastern Director, and Director at Large. On the opposite (odd years) the following positions will be available for election: Vice President, Treasurer, and Western Director. Section 7. Qualifications: a. A Director must meet the following qualifications to be considered as a candidate for elections; Be a member in good standing with NDS and ADGA, hold a full voting membership in NDS, be at least eighteen (18) years of age, and reside in a territory in which NDS operates. b. A Director must be domiciled in the District he/she is elected to represent if they are a candidate for the Directorial District. Section 8. No Officer, Director, or Member shall sign any notes or other evidence of indebtedness in the name of the Society, unless specifically authorized to do so by action of the Board of Directors. ARTICLE VI. MEETINGS Section 1. The Annual Meeting of the Members shall be held at such time and place as may be designated by the Board of Directors. This meeting will preferably be at a major ADGA event or online so as to encourage as much participation as possible. At each Annual Meeting of the Members, the officers of the Society shall give a general report of the business of the preceding year including all actions taken by the Board of Directors during that time and of the current financial condition of the Society. Section 2. Special Meetings of the Members may be called by the Board of Directors, or by fifteen (15) Members from each Directorial District. The business transacted shall be limited to that stated in the call. Section 3. All meetings of the Board of Directors shall be open to the Members of the Society. An executive session may be invoked only upon a Member’s request when the Member’s reputation may be damaged. Section 4. All voting by Directors, except the election of Directors, shall be by recorded vote so that it can be determined how each Director voted. Section 5. Only Directors shall have the right to vote, make and second motions in meetings of the Board of Directors. Section 6. The President shall be the Chairperson of the Board of Directors and have a vote in meetings of the Board of Directors only in the case of tie. Section 7. Any action taken at a meeting of the Board of Directors shall be submitted by email to all the Directors for approval, by majority of votes returned, before it becomes effective, unless a majority is present at the meeting and votes for the action, in which case it shall be effective at once. ARTICLE VII. ELECTIONS Section 1. Any Director may be recalled by petition of a two thirds (2/3) vote of the membership with the right to vote thereon. Section 2. Vacancies on the Board of Directors shall be filled for the unexpired term of the vacancy at the next regular election. Section 3. The Secretary or the Treasurer shall compile a complete list of Members in good standing as of June 1 of each year and only those Members may participate in the elections provided for hereafter on that calendar year. Section 4. The Members shall be listed in alphabetical order in separate lists for each state. The states comprising a Directorial District shall be grouped together under the name of their district. On or before September 1 of each year, the Secretary or the Treasurer shall mail each Member a blank primary ballot. In the explanation accompanying the primary ballot, the Secretary shall: a. explain the number of Directors to be elected; b. instruct the Members to make one nomination for each vacancy; and, c. direct the Member to mail his/her primary ballot in the return addressed envelope. No nomination ballots received after the first Monday in October of that year shall be counted. On the next business day, an Election Chair appointed by the President shall complete tabulation of all votes cast on the sealed ballots. The Election Chairperson shall mail a complete tabulation of all votes to the Secretary, as well as the President, within two (2) days after the tabulation is made. The Secretary shall draw up a slate of two (2) candidates for each vacancy from those receiving the highest number of votes from each district, provided they are eligible as set forth in the Constitution and Bylaws. In the case of a tie vote, the candidate who has held a continuous individual membership in the Society for the longest time shall be chosen. The Secretary shall promptly notify each candidate that has been selected by the primary balloting as a candidate for Director for his/her district and that his/her name will be included accordingly on the voting ballot for electing Directors unless he/she notifies the Secretary within twenty-four (24) hours that he/she declines the nomination. In the event a candidate declines nomination, the eligible candidate that received the next highest number of votes shall be substituted. Section 5. a. On or before October 15, the Secretary shall send ballots with return envelopes to all Members, exercising due care that each Member shall be provided with the ballot intended for the Directorial District in which the Member resides; and he/she shall instruct the Member to return his/her ballot in the addressed return envelope. No ballots received after the second Monday in November will be counted. On the next business day, the same Election Chairperson appointed for the primary balloting shall complete tabulation of the sealed voting ballots. The eligible candidates receiving the highest number of votes in each District shall be declared elected. Ballots containing votes for a greater number of candidates than there are vacancies shall be void. b. Within two (2) days after tabulation of the voting, the Election Chairperson shall email to the Secretary, as well as to the President a complete tabulation of the voting ballots. The Secretary shall promptly send a formal notification to each of the candidates declared elected. In the case of a tie vote in the election of Directors, the candidate who has held a continuous individual membership in the Society for the longer time shall be declared elected.
Section 6. a. The Secretary shall have prepared the following form of ballot: At the top of the ballot shall be the name of the Society, also the name of the Directorial District for which the particular ballot is intended and the names of the States comprising the District. The election ballot shall contain an instruction to the voter to vote for the candidates for Directorship from his/her District by making crosses in the spaces provided. Space shall be provided for writing in any additional names. The instructions to the voter on the primary ballot shall inform him/her as to the eligibility for candidates for Director consistent with the Constitution and Bylaws of this Society. b. Each ballot shall have a designated place for the signature of the voter, his/her printed name, his/her membership number, and his/her State and Directorial District. The ballot shall read: The Member shall mark his/her ballot in accordance with the instructions printed on the ballot. He/she shall then sign the ballot, and return ballot in the envelope provided, following the instructions listed on enclosed “Ballot Envelope.” Instructions on the Ballot Envelope shall read: 1. After marking Ballot, the member shall sign his/her name. 2. Place ONE BALLOT ONLY in the envelope that accompanies the ballot, seal envelope and mail via U.S.P.S. If more than one ballot is in this envelope, those ballots shall be voided. c. If, upon examination of the signed ballots by the Election Chairperson, there appears dishonest balloting, the Election Chairperson shall make a complete report and mail it immediately to the Board of Directors for appropriate action. Section 7. The election procedure of this article shall apply to both the primary and final election of Directors. ARTICLE VIII. BOARD OF DIRECTOR DUTIES Section 1. President The President shall: a. Serve as Chairman of the Board b. Preside at all General and Special Membership meetings of the Society or of the Board of Directors, and give such supervision to the Society as may be necessary to affect its purpose and objectives under the Bylaws and as may be directed by the Board of Directors. c. Have general supervision over the function and/or business of the Society. d. Act as the official NDS representative relative to the general public and/or outside recognized organizations. e. Delegate specific authorities and shared responsibilities as may be required. Section 2. Vice President The Vice President shall: a. Perform the duties of the President during absence or temporary disability. b. Have such duties as may be assigned by the Board of Directors. c. Complete the term of President in the event that the President is unable to do so. d. Maintain a thorough understanding of the Society’s activities to perform Presidential duties as needed. Section 3. Secretary The Secretary shall: a. Act as chief record keeper to the Society. b. Have such duties as may be assigned by the Board of Directors. c. Keep a complete written set of minutes for all Board of Directors meetings along with any Annual, General, and/or Special Membership Meetings. Prepare detailed minutes of all business meetings and shall enter these minutes into an electronic format such as Word.. He/she shall exercise due diligence in preparing the minutes so that they may be correct in every detail, as far as possible. Send a condensed form of the minutes, including a summary of all Board action and other items of general interest. Copies of the detailed minutes to be prepared for distribution to all members requesting the same. d. Take reservations for the Board and Membership meetings, relaying the information appropriately and ensuring for the proper reception of members at the meeting. e. Attend to all correspondence, issue all notices, and have custody of the files and documents of the Society, Including Bylaws and Standing Rules. f. Maintain a current Roster of members with names, addresses and phone numbers and distribute the roster to the members. g. Notify new members of the schedules and requirements for participation in the activities of the Society. Section 4. Treasurer The Treasurer shall: a. Act as Chief Financial Officer of the Society b. Have such duties as may be assigned by the Board of Directors c. Prepare and gain approval of the financial budget and monitor adherence to the budget. d. Receive and disburse all funds of the Society in accordance with the policies and the Bylaws which includes not obligating the Society for any accounts, contracts, or indebtedness, except by the approval of the Board of Directors. e. Deposit all receipts in an account in the name of the Society in a bank approved by the Board. f. Maintain the books of the Society and make them available for review and independent audit as directed by the Board. g. Send fees, dues and assessment notices to members and collect those monies. h. Report at each regular Board meeting and General Membership meeting the current financial status of the Society and any significant receipts and disbursements since the last report. i. Prepare an annual financial report to the membership to be presented at the Annual Membership Meeting. j. Maintain the Society asset list. Section 5. Directors, such as Eastern Director, Western Director, and Director At Large The Directors shall: a. Represent the general membership on the Board and are a representative to the public, including the Society’s funding sources and other friends and supporters of the organization. b. Have such duties as may be assigned by the Board of Directors. c. The Directors from specific districts (such as Eastern or Western) shall assist the Board by facilitating an open relationship with the membership of their district. d. Communicate to the Board any pertinent information from sources such as conferences, scientific experiments potentially related to Nigerian Dwarf goats, and other reports such as local or regional events to further support the membership of those areas. ARTICLE IX. COMPLAINTS Section 1. The rules and procedure for complaints shall be uniformly enforced by the Board of Directors. The Society shall have the right to make and enforce its rules as adopted by the Board of Directors. Section 2. A complaint is commenced by submission of a written and signed statement containing the following information: a. Name of the Respondent (can be an individual member(s), committee(s), or the Board of Directors); b. Date of the alleged infraction; c. A brief statement of the facts giving rise to the complaint with specific references to the section of the constitution or bylaws implicated; d. Payment of a filing fee of $15.00. Section 3. The complaint should be addressed to the President who will thereafter notify the Respondent, in writing, of the nature of the complaint within fourteen (14) days of receipt, with copy to the Board of Directors. Section 4. The Respondent shall have fourteen (14) days from receipt to file a response in writing. A Copy of the response should be provided to the Complainant and the Board of Directors. Section 5. The President shall appoint a member of the Board of Directors who has no personal knowledge of the situation to sit as a Complaint Hearing Officer. No Director or member shall serve as a hearing officer or member of a hearing committee who has a financial interest in the outcome of the proceeding. Hearing officers or members of a hearing committee shall be chosen based upon their fairness and impartiality. Section 6. If necessary, the Hearing Officer can request further information in writing from the Complainant and Respondent who shall respond within the time requested, not to exceed fourteen (14) days. Failure to respond will be treated as abandonment of a claim or defense to the charge. Section 7. The Hearing Officer will preferably conduct a telephone hearing in which either party can present its witnesses and evidence. . Hearings may be conducted in person, by teleconference, or other means and will be informal and will not be subject to the rules of evidence. The Executive Committee may call for personal appearance of the parties if it deems this necessary. Any issue, procedural or otherwise, that arises during the complaint process that is not specifically covered by this Article, shall be determined by the President of the Society. The Hearing Officer will close the receipt of evidence at least ten (10) days prior to the hearing and produce copies of the evidence submitted to the opposing party. The Hearing Officer will submit a written recommendation to the Board of Directors, including the assessment of costs, no later than 14 days after the record has been deemed complete. At the same time, the written recommendation will be submitted to the Complainant and Respondent who will have fourteen (14) days to respond to the proposed recommendation. Failure to respond will be considered as an acceptance of the recommendation. Section 8. Should either party contest the written recommendations, the recommendations will be presented to the whole Board for a review of the record. The Board shall have the authority to accept, reject or modify the recommendations but will not take additional testimony or consider additional evidence. At least a two-thirds (2/3) majority of the members of the Board of Directors voting shall be required for the acceptance of any disciplinary action taken against a member. The range of disciplinary action available to the Society includes, but is not limited to reprimand, suspension, and/or expulsion. Suspension can be for a definite period of time or a member can be suspended indefinitely from one or more benefits of membership until conditions for reinstatement are met. Section 9. During the investigation of a complaint, the Respondent shall maintain all privileges of membership. Section 10. The Board shall have the authority to impose reasonable and ordinary sanctions up to an including temporary or permanent suspension of privileges and expulsion from the Organization. Section 11. The Board will have the additional authority to impose the actual cost of the complaint against the non-prevailing party if the matter proceeds beyond the Hearing Officer level. ARTICLE X. COMMITTEES The Board of Directors shall create those Standing and Special Committees necessary for the orderly operation and progress of the Society. ARTICLE XI. AUDIT The accounts of the Society, previous to each annual meeting shall be reviewed and compiled by the Treasurer. Such audit shall include an inventory of all property belonging to the Society, and such audit and inventory shall be mailed by the Secretary to any Member upon request of said Member. ARTICLE XII. LIABILITY The property of Members or Directors shall not be subject to the payment of corporate debts to any extent whatever. ARTICLE XIII. AMENDMENTS Methods. This Constitution may be amended by two-thirds (2/3) majority of the Members voting. All amendments shall be submitted to the Members by mail. Twenty (20) Members from each Directorial District may propose an amendment. When an amendment has been proposed, it shall be submitted to a Committee on Constitution and Bylaws for examination and approval as to form and legality. If this Constitution and Bylaws Committee does not submit its approval within sixty (60) days after submission, the proposed amendment shall be deemed and approved as to form and legality. If disapproved, the specific reasons for such shall be given in writing at the time of notification to the Secretary who shall make them available to the petitioning parties. ARTICLE XIV. PROCEDURE Section 1. The issue in all voting shall be determined by majority of the votes cast, unless specifically provided otherwise. Section 2. On all questions of parliamentary procedure, Robert’s Rules of Order shall govern, unless the Board of Directors shall provide otherwise. ARTICLE XW. DEFINITION, MEMBER IN GOOD STANDING A person in good standing in the Nigerian Dwarf Society is one who is current on their membership dues and has not been the recipient of substantive complaints from other Nigerian Dwarf Society members. Substantive complaints are those which can be substantiated by witnesses, by testimony, or by affidavit. These may include, but are not limited to, repeated reports of unsportsmanlike conduct, inhumane treatment of animals, or conduct which would work in opposition to the betterment of the breed, though it may benefit their own herd directly. Such reports must be investigated and confirmed by the Complaint Committee, and the person involved must be notified in writing of these reports, so that they can provide evidence to the contrary.
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BY-LAWS
PREAMBLE With the object in view of providing regulations favorable for the implementation of and pursuant to the Constitution for the Nigerian Dwarf Society, we, the Board of Directors, do hereby adopt these By-Laws. Anything or anyone using the Nigerian Dwarf Society’s name or logo for any use other than would be common for a member to use as their affiliation with NDS must come through and be approved by the NDS Board of Directors. ARTICLE I. MEMBERSHIP
Section 1. Application for membership shall be addressed to the Secretary or Treasurer as determined by the Board of Directors and shall be accompanied with payment of the annual dues. Application shall be made in writing in the form and manner prescribed by the Society. Section 2. Annual dues shall be determined by the Board of Directors and shall be printed and made available in 'Files' section of the Association's website and email group. The membership year shall be from January 1st through December 31st. Dues of members unpaid on April 1st and due since January 1st shall be considered in arrears and membership shall lapse. A member so in arrears shall not be entitled to enjoy any privileges of members. Whenever a new applicant for membership pays his dues prior to September 1st of the year in which he makes application, he shall be credited with payment of up to and including the last day of December of the year in which he makes application. Whenever a new applicant pays his dues after September 1st of the year in which he makes application for membership, he shall be credited with payment of dues for the following year. Section 3. In the event that the Board of Directors does not, on or before July 1st of any year, designate a place for the Annual Meeting of the Members to be held, the President shall designate a time and format by September 1st. Section 4. The Secretary shall send to each member a notice of the place, day, and hour of each Annual Meeting. Such notice shall be emailed or delivered to the members in the event of a Regular Meeting in an issue of the newsletter of this Association, and, in the event of a Special Meeting, fifteen (15) days before the time at which the meeting is to be held; and if notice is emailed to the last known online email address of any member, such emailing shall constitute proper notice under this section. Section 5. At any Meeting of the Members, 20% of the current membership must be present in person in order to constitute a quorum for the transaction of business. In the absence of a quorum, at least four members may conduct an informational meeting of the membership for the purpose of receiving reports and the discussion of old and new business. Motions made at any informational meeting in the absence of a quorum are non-binding and are referred to the Board of Directors for further action. The Board of Directors, at its discretion, may defer action on motions until the next meeting with quorum, refer motions to an appropriate committee for disposition, or conduct a vote to determine consensus of the membership. If four members are not present at any meeting, although less than a quorum those present may adjourn the meeting to some other day or hour. Section 6. Actions of a Membership meeting are advisory to the Board of Directors. Section 7. All referendums and survey issues referred to Members of NDS, whether for binding vote or advisory opinion, shall at the same time be accompanied by a comprehensive summary of pros and cons approved either by the Board of Directors or a committee approved by the Board of Directors, and shall be designed to help Members deliver an informed vote or survey opinion. ARTICLE II. BOARD OF DIRECTORS Section 1. The Board of Directors shall consist of the eligible number of Directors as set forth by the Constitution. Section 2. The Directors shall assume office as set forth in the Constitution. Section 3. Directors shall assume office on January 1st for the term elected. Section 4. If the membership of a director remains unpaid as of March 1, that director is no longer considered a member in good standing and forfeits his/her seat on the Board of Directors. Such directors will be replaced during the next regular election and the length of term shall be for the remainder of the term forfeited. Section 5. In case a Regional Director moves out of the Regional District which he/she was elected to represent, he/she shall thereby become ineligible to hold that office, thus creating a vacancy to be filled as stated above; provided, however that no Director shall become ineligible to continue in office by reason of military service or by reason of a temporary change of address, as long as he/she still maintains his/her permanent address in the District which he/she represents and is not absent there from more than six months out of any one year. Domicile is defined as the place where a Director has his/her true, fixed and permanent home and principal establishment to which, whenever he/she is absent, he/she has the intent of returning. Section 5. The following statement will apply to certain documents. Confidentiality statement: This document contains information that is privileged and confidential. This document is being furnished to you solely in your capacity as a director of NDS and its use is limited to the performance of your duties as a director. Any subsequent or secondary disclosure of this document or its contents by a director to any other person, firm or entity shall be (1) prohibited; (2) deemed conduct detrimental to NDS; and (3) sufficient grounds for a complaint to be filed against and discipline imposed against any offending director’s membership in NDS. Any director violating this provision shall indemnify NDS for any expense incurred in responding to the release of privileged and confidential information and shall indemnify and hold NDS harmless from any and all liability that may result. Section 6. Director Emeritus a. Once the Nigerian Dwarf Society has been established for greater than ten (10) years, the Directors may receive from the Recognition and Awards Committee only, names of nominees for the title of Director Emeritus and may on the basis of long and valued service to the Nigerian Dwarf Society bestow the title. b. Director Emeritus may deliberate with the Directors but shall not make motions, second motions or vote in his/her capacity as a Director Emeritus.
ARTICLE III. ELECTIONS Section 1. The total voting results shall be made available to the members of the Society upon their written request. Section 2. Each ballot shall inform the Member as to the deadline for its reception. Section 3. NDS deplores the dissemination of negative comments concerning candidates for election to any office in this Society and members may be have disciplinary action taken against them as defined in the Constitution under Article IX Complaints or by special review of the Board of Directors. Candidates may send campaign literature (1- 8½″ x 11″pre-folded sheet per letter) with the election ballot, if the literature arrives at the NDS office at the determine cutoff date if approved by the Board of Directors. Online communications are encouraged. Section 4. The eligibility of directorial candidates will be determined as of June 1st in the year of election.
ARTICLE IV. OFFICERS Section 1. The Officers shall be elected by a ballot of the membership. Section 2. The Officers shall assume their duties as provided by the Constitution. ARTICLE VII. GRANDFATHER CLAUSE Section 1. All rules and regulations now in effect, and not changed by, or in conflict with, the Constitution or By-Laws shall remain in effect until changed by the Board of Directors. ARTICLE VII. DISSOLUTION Section 1. In the event of the dissolution of the Nigerian Dwarf Society, 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. |
