Section 1. This Association shall be known as the Florida Angus Association, Inc.
Section 2. The meetings of the Association shall be at such place within the State of Florida as may be selected by the Board of Directors or President.
Section 3. This Association operates in conjunction with the American Angus Association in the promotion of the Aberdeen Angus cattle in accordance with its Articles of Incorporation.
ARTICLE II – MEMBERSHIP
Section 1. There shall be four classes of members in the Association however only the cattle producer (purebred, commercial) member shall have the right to vote in Association meetings:
Section 2. Fees and Dues: The fees and dues for this Association shall be determined by the Board of Directors and recommended to the annual meeting for approval and these dues shall hold until the next annual meeting.
ARTICLE III – MEETINGS
Section 1. An annual meeting of this Association shall be held. The date and place shall be designated by the Executive Committee. Special meetings may be called by the President or the Executive Committee when it is deemed to be in the interest of the Association.
Section 2. The membership of this Association shall be notified at least 10 days prior to any regular or special meeting of the Association.
Section 3. A quorum at any membership meeting shall consist of fifteen members represented in person.
Section 4. The order of business at annual meetings shall be as follows:
Calling meeting to order.
Proof of notice of meeting.
Reading of minutes of last previous annual meeting.
Reports of committees.
Reports of officers.
Election of directors.
Section 5. Voting at membership meetings shall be via voice. One membership equals one vote.
Section 6. Robert’s Rules of Order shall govern the conduct of all meetings.
ARTICLE IV – DIRECTORS
Section 1. The management of the affairs, property and interest of the Association shall be vested in a Board of Directors consisting of not more than sixteen (16) persons, who shall be elected (except as otherwise provided herein for the filling of a vacancy and for the filling of the Director of Junior Activities) by the members at their annual meeting. The officers of the Association shall be board members.
Section 2. The number of directors may be decreased or increased by a majority vote of the members present at a meeting called for the purpose and entitled to vote thereon, except that the maximum number of directors shall be sixteen (16).
Section 3. A nominating committee shall be appointed by the President prior to the annual meeting. This committee shall present a prepared slate of nominees for each vacant board position to the membership at the annual meeting.
Section 4. Directors shall be chosen, except as herein provided for the filling of a vacancy and/or the filling of the Director of Junior Activities, by the plurality vote of members present. The term of elected directors shall be for a period of three years except that initial terms of two-thirds (2/3) of the director seats may be less than three years as determined by the Board of Directors.
Section 5. Any director may be removed at any time, with cause, by a majority vote of the Board of Directors. A director shall be required to attend at least fifty percent (50%) of director meetings.
Section 6. Vacancies in the Board of Directors, except for a vacancy in the position of Director of Junior Activities, occurring during the business year shall be filled by majority vote of the remaining directors, even though less than a quorum, at any regular or special meeting called for such purpose. Any vacancy in the Director of Junior Activities is to be filled by the successor to the Junior Angus Association Advisor.
Section 7. The directors as such shall not receive any salary for their services but the Board of Directors may provide by resolution for the payment of all expenses incurred by directors in attendance of the annual, regular and all special meeting of the Board.
Section 8. The directors shall be indemnified and held harmless by the Association for any cause of action for damages arising in State or Federal court unless said cause of action is deemed to have arisen for acts or omissions committed by such director in bad faith or not authorized by said Board of Directors of the Association. The directors shall be further indemnified for legal fees arising from defense of any claims or otherwise set forth in these by-laws.
Section 9. One of the sixteen seats of the Board of Directors shall be occupied by the Advisor of the Junior Angus Association, as Director of Junior Activities. The Director of Junior Activities serves on the Board at the will of the President of the Association and shall have all the same rights, ad duties, and privileges of any other director of the association. Should the Advisor to the Junior Angus Association resign or otherwise cease to serve in such capacity, then his seat on the Board of Directors of this Association automatically terminates to be filled by his successor. The duties of the Director of Junior Activities include, but are not limited to, serving as mentor and advisor to the junior members of the Association, participating in regular meetings of the Board, sponsoring junior shows and field days and instilling leadership qualities in the youth so they will take an active part in the Angus business and promotion of the breed.
ARTICLE V – BOARD OF DIRECTOR MEETINGS
Section 1. All regular meetings of the directors, except as otherwise herein provided, shall be held at such place as the Board of Directors may from time to time determine.
Section 2. The annual meeting of the Board of Directors shall be held at the same place as the annual or adjourned annual meeting of the members and immediately upon conclusion of such membership meeting or as soon thereafter as possible.
Section 3. Special meetings of the Board of Directors may be called at any time by the President or Secretary of the Association and shall be called at any time by the President or Secretary upon receipt of written request signed by a majority of the members of the Association. Special meetings of the Board of Directors can be held telephonically through a conference call so long as a quorum is present as set forth in Article V, Section 5 of these by-laws.
Section 4. Notice of the regular and all special meetings of the Board of Directors shall be served either personally, by mail,by facsimile, or by electronic transfer, to include email, upon each director not less than ten (10) days before such meeting. If service of notice is served by mail, facsimile, or electronic transfer the notice shall be directed to such director at his last known address.
Section 5. A quorum at any directors’ meeting shall consist of five (5) or more Board members.
Section 6. The Secretary of the Association shall act as Secretary of all meetings of the Board. The President shall serve as Chairman.
Section 7. Voting at directors’ meetings shall be via voice and a majority vote of the directors present at a meeting at which a quorum is present shall determine the action taken by the Board at such meeting.
ARTICLE VI – OFFICERS
Section 1. The officers of the Association shall be a President, Vice President, Second Vice President, Secretary and Treasure who shall serve as the Executive Committee. The same person may at the same time hold any two offices except the offices of President and Secretary, which shall be held by separate individuals.
Section 2. The officers of the Association shall be elected by the members and shall hold office for a period of one year (subject to removal or resignation) or until their successors are elected and qualify.
Section 3. All officers and agents of the Association may be removed at any time with cause by a majority of the members.
Section 4. The Executive Committee shall be responsible for the administration of the Association’s business between meetings of the Board of Directors.
Section 5. The compensation of all agents and employees of the Association other than officers, shall be fixed by the President of the Association or by the officers authorized to employ such persons, and with the approval of the President, or by authority duly given by the Board of Directors.
Section 6. The Board of Directors may by resolution require any and all officers, agents and employees of the Association to give bond to the Association, with sufficient sureties, conditioned on the faithful performances of the duties of their respective offices and positions, and to comply with such other conditions as may from time to time be required by the Board of Directors.
Section 7. The President shall preside at all meetings of the directors and Executive Committee, unless someone else is elected by the Board to take his place as Chairman. The President shall have full power to implement any and all regulations of the Association in accordance with these by-laws. The President shall sign or countersign (save herein otherwise provided) all certificates, contracts and other statements, shall make an annual report to the Board of Directors and Members and shall perform all such other duties as are incident to this office or properly required of him by these by-laws or by the Board of Directors. The President shall form such committees and appoint such committee chairman as he deems advisable.
Section 8. The Vice President, in the absence or disability of the President or Secretary or Treasurer, may execute the powers and perform the duties of either of the aforesaid officers.
Section 9. The Second Vice President, in the absence or disability of both the President and Vice President, may execute the powers and perform the duties of either of the aforesaid officers.
Section 10. The Secretary shall keep an accurate record of the acts and proceedings of all meetings of the members and directors. He shall give all notices required by law and by these by-laws. He shall have charge of the seal and books of the Association and shall make such reports and perform such other duties as are incident to his office or are properly required of him by these by-laws or by the Board of Directors.
Section 11. The Treasurer shall keep all monies and charges in action belonging to the Association, and disburse the same under the direction of the Board of Directors. He shall keep an accurate account of the finances of the Association in books especially provided for that purpose. Such books and records shall at all times be open for inspection and examination by the directors and any members of the Association. The Treasurer may also serve as the Secretary at the same time.
Section 12. The officers shall be indemnified and held harmless by the Association for any cause of action for damages arising in State and Federal court unless said cause of action is deemed to have arisen for acts or omissions committed by such officer in bad faith or not authorized by said Board of Directors of the Association. The officers shall be further indemnified for legal fees arising from defense of any claims or otherwise set forth in these by-laws.
ARTICLE VII – EXECUTION OF CONTRACTS, VOUCHERS AND NEGOTIABLE INSTRUMENTS
Section 1. All contracts, powers of attorney, leases, deeds, mortgages, bills of sale, and similar obligations of the Association shall be executed on behalf of the Association by the President or Vice President and the Association seal shall be affixed and such instruments attested by the Secretary or Treasurer.
Section 2. All receipts and vouchers for payments made to the Association shall be signed by the President, Secretary or Treasurer, as the Board of Directors may designate.
Section 3. All checks, drafts, promissory notes and other negotiable instruments made, accepted or endorsed by the Association and all bonds, stocks and other securities owned or held by the Association for transfer or delivery for sale or otherwise, shall, as to their execution, endorsement, or both, be signed by the President, Vice President, Secretary, or Treasurer, as the Board of Directors may designate.
ARTICLE VIII – SEAL
Section 1. The corporate seal of the Association shall consist of two concentric circles between which is the name of the Association and in the center shall be inscribed SEAL, and such seal, as impressed on the margin hereof, is hereby adopted as the corporate seal of this Association.
ARTICLE IX – DISSOLUTION
Section 1. If at any time this Association dissolves or liquidates, all funds and assets of this Association, after all debts are satisfied, shall be disbursed in accordance with the Articles of Incorporation.
ARTICLE X – BY-LAWS
Section 1. The Board of Directors may adopt any rules and regulations for the Association which shall not be in conflict with these by-laws.
ARTICLE XI – AMENDMENTS
Section 1. These by-laws may be amended at any regular or special meeting of the membership by a majority vote of a quorum of the members attending a meeting of which notice of the proposed by-laws shall have been given. Included in the notice of meeting shall be the proposal to amend these by-laws and a copy of the amendment (s) to be considered.
Section 2. Upon adoption of the by-laws, the officers of the Association shall cause to be printed copies and shall cause that each member receive one such copy of these by-laws.
These by-laws were adopted at a duly called meeting of the membership on May 5, 2001.