BYLAWS of FLORIDA ANGUS ASSOCIATION
ARTICLE 1 – NAME
Section 1. Association Name. The Association shall be called Florida Angus Association, a Florida not-for-profit labor, agricultural, or horticultural corporation, operating under 501(c) (5) of the Internal Revenue Code, and the provisions of Chapter 617, Florida Statutes. Herein after referred to as Association.
ARTICLE 2 – PURPOSE
Section 1. Purpose. The purpose of this Association shall be to promote and enhance the Florida Angus beef industry by providing forums and special events to disseminate information for education, research, and the development of leadership programs, to work for the betterment of the conditions of those engaged in agricultural pursuits, to improve the grade of agriculture products, to support a higher degree of efficiency in agriculture, and to provide guidance to youth about the beef industry. The Association is also aligned in purpose with the American Angus Association, Inc.
ARTICLE 3 – BOARD OF DIRECTORS
Section 1. Governing Body of the Association. The Board of Directors, sometimes referred to as Board, serves as the governing body responsible for setting direction and policy, providing oversight, and ensuring that the Association has adequate resources to fulfill its mission. All corporate powers will be exercised under the authority of the Board. The Board shall consist of the President, Vice-President, Treasurer, and Recording Secretary. If authorized by a majority vote of the Board of Directors currently serving, there may be no more than 12 Directors.
Section 2. Elections. The election of the Board shall be held during the annual winter meeting. The terms of those elected shall begin immediately following the election.
Section 3. Quorum. A quorum of the Board members present shall be 51% of the total number of Board of Directors. A majority vote by the Directors present shall determine action, unless otherwise indicated by these bylaws.
Section 4. Meetings. Meetings of the Board of Directors may be called by the President, or by the President at the request in writing of a majority of the Board of Directors currently serving. Page 2 of 9
Section 5. Meeting Notice. Notice of the time and place of all Board of Directors meetings shall be transmitted in a timely manner to the Board.
Section 6. Electronic Participation. Directors may participate in Board of Directors meetings and vote on matters discussed therein, by means of a conference telephone, videoconference or teleconference (including over the internet). All such meetings must be conducted in a synchronous manner so that all members participating can hear each other at the same time.
Section 7. Action Without Meeting. Any action that may be properly taken by the Board of Directors assembled in a meeting may also be taken without a meeting, if consent in writing setting forth the action so taken is signed by all the Directors entitled to vote with respect to the action. Such consent shall have the same force and effect as a vote of the Directors assembled.
Section 8. Terms of Office. The Board of Directors may hold office for one (1) year or until a successor is elected. The Board of Directors may be re-elected without limitation and thus have no term limits, unless otherwise indicated by these bylaws.
Section 9. Vacancies. The remaining members of the Board of Directors shall fill any vacancies on the Board. In the event the office of President becomes vacant, the Vice-President shall assume that office. All vacancies may be filled until the next annual meeting.
Section 10. Removal of the Board of Director. Pursuant to Florida law, a member of the Board of Directors may be removed from office with or without cause by a majority vote of the members in good standing present at a general membership meeting.
Section 11. Return of Records. Any Board of Director who is removed, or who is no longer serving has seventy-two (72) hours to return any Association documents in their possession.
Section 12. One of the twelve 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, 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 a capacity, then his/her seat on the Board of Directors of this Association automatically terminates to be filled by his/her 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. Page 3 of 9
ARTICLE 4 – DUTIES OF THE BOARD OF DIRECTORS
Section 1. President. It shall be the duty of the President to preside at meetings of the Board of Directors and of the General Membership. The President is authorized to sign checks for the Association. The President shall vote on issues before the Board of Directors only in the event of a tie vote. The President shall appoint the members of any committee or task force or any board vacancy. The President shall also perform all other duties incident to the office of the President and such other duties as the Board may prescribe. No person shall serve as President for more than four (4) consecutive terms.
Section 2. Vice-President. It shall be the duty of the Vice-President to preside at meetings of the Board of Directors and the General Membership in the absence of the President. The Vice-President shall perform all other duties incident to the office of the Vice-President and such other duties as the Board may prescribe.
Section 3. Treasurer. The Treasurer shall have custody of all corporate funds and shall keep accurate records of receipts and disbursements in books belonging to the Association. The Treasurer shall keep all funds of the Association in one or more separate accounts owned by the Association and shall disburse funds of the Association as directed by the Board of Directors. The Treasurer is authorized to sign checks for the Association. The Treasurer is responsible for presenting the annual budget to the Board of Directors. The Treasurer shall cause an outside annual audit of the financial records to be performed and transmit an itemized report to the membership each year, accounting for all funds received and dispersed during the past year. The audit report may be included in an Association newsletter. An audit may be required at any time upon the request of the Board of Directors. The Treasurer shall file any required financial reports with the appropriate local, state, and federal agencies. The Treasurer shall perform all other duties incident to the office of the Treasurer and such other duties as the Board may prescribe.
Section 4. Recording Secretary. It shall be the duty of the Recording Secretary to keep the records of membership, to record and file the record of the attendance of the Board of Directors, to record, prepare, and preserve the minutes of the Board of Directors and General Membership meetings. The Recording Secretary shall maintain and preserve all historic records and files of the Association. The Recording Secretary shall sign all certified copies of acts of the Association. The Recording Secretary shall conduct the general correspondence of the Association, and the Recording Secretary shall perform all other duties incident to the office of the Recording Secretary and such other duties as the Board may prescribe. Page 4 of 9
ARTICLE 5 – MEMBERSHIP
Section 1. There shall be three classes of members in the Association, however only the Regular member shall have the right to vote in Association meetings:
Regular Member
Junior Member – Defined as 8 to 21 as of January 1 and has no voting rights.
Allied Industry Member – Has no voting rights.
Section 2. Fees and Dues: The fees and dues for this Association shall be determined by the Board of Directors.
Section 3. Member in Good Standing. A member in good standing is one who has completed all the obligations for membership as set forth by the Florida Angus Association.
Section 4. Removal of Members. Removal of any member in good standing of the Association is managed through the procedures and protocols of the American Angus Association.
Section5. Allied Industry Membership. An entity or corporation may be enrolled as a non-voting Allied Industry Member by a majority vote of the Board of Directors presently serving.
Section 6. Vested Rights. No member shall have any vested right, interest, or privilege in or to the assets, functions, affairs, or franchises of the Association, or any right, interest or privilege which may be transferrable or inheritable, or which shall continue if the members membership ceases, or while the member is not in good standing.
ARTICLE 6 – COMMITTEES
Section 1. Standing Committees. Standing Committees of the Association shall be the Nominating Committee, and the Bylaws Committee.
Section 2. Ad Hoc Committee. The President may appoint ad hoc committees or task forces as needed to perform specific functions not assigned to the Standing Committees.
Section 3. Electronic Participation. All committee members may participate in meetings and vote on matters discussed therein, by means of a conference telephone, videoconference or teleconference (including over the internet). All such meetings must be conducted in a synchronous manner so that all members participating can hear each other at the same time.
Section 4. Action Without Meeting. Any action which may be properly taken by the members of any committee assembled in a meeting may also be taken without a meeting, if consent in writing setting forth the action so taken is signed by all the committee members entitled to vote with respect to the action. Such consent shall have the same force and effect as a vote of the committee members assembled. Page 5 of 9
Section 5. President as Member. The President shall be an ex-officio member of all committees in an advisory capacity only.
Section 6. Duties. Each committee shall transact such business as is delegated to it in these bylaws and such additional business as may be referred to it by the Board of Directors.
ARTICLE 7 – DUTIES OF COMMITTEES
Section 1. Nominating Committee. The Nominating Committee shall present a group of qualified candidates for election to the Board of Directors thirty (30) days prior to the annual meeting. The slate of the proposed Board of Directors shall be transmitted to the membership fifteen (15) days prior to the annual meeting. If there are no nominations from the floor for a given office the vote may be by voice vote. If there are nominations made from the floor, the vote shall be by printed secret ballot. The ballot shall be provided by the Nominating Committee with blanks provided for each office for entry of the names of those nominated from the floor.
Section 2. Bylaws Committee. This committee shall review the Association Bylaws and Articles of Incorporation at least every three years and make recommendations to the Board of Directors for any needed revisions.
Section 3. Ad Hoc Committees. The President may appoint ad hoc committees or task forces as needed to perform specific functions not assigned to the Standing Committees.
Section 4. Committee Membership. The President may appoint any member in good standing to any committee; however, there should be a minimum of one (1) member of the Board of Directors on each committee.
ARTICLE 8 – GENERAL MEMBERSHIP MEETING PROCEDURES
Section 1. Annual Meeting. The Annual General Membership Meeting shall be held in the winter. During the annual meeting the members shall elect the Board of Directors for the year.
Section 2. General Membership Meetings. General Membership Meetings, other than the Annual Meeting, shall be held at a time and place designated by the President.
Section 3. Special Meetings. Special meetings of the General Membership may be called by the President or by the President at the request in writing of a majority of the Board of Directors currently serving, or by a two-thirds (2/3) request in writing of the membership.
Section 4. Membership Voting. At each General Membership meeting every Regular Member in good standing shall have a right to one vote in person. There shall be no proxy votes allowed.
Section 5. Meeting Notices. Notice of the time and place of all General Membership meetings shall be transmitted in a timely manner to the membership. Page 6 of 9
Section 6. Meeting Procedures. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern meeting procedures of the Association in all cases to which they are applicable and in which they are not in conflict with applicable laws, these bylaws, or any policies, procedures, or other rules of the Association.
Section 7. Quorum. A quorum of a General Membership meeting shall be the General Membership present. A majority vote by the members present shall determine action.
Section 8. Electronic Participation. General Membership meetings may be conducted by telephone, videoconference or teleconference (including over the internet). All such meetings must be conducted in a synchronous manner so that all members participating can hear each other at the same time.
ARTICLE 9 – MEMBERSHIP LISTS
Section 1. Membership Lists. Lists of Members or associated contact information shall be restricted to business matters of the Association only. No membership lists or associated contact information may be shared, sold, or given away, unless approved by the Board of Directors.
ARTICLE 10 – OFFICERS
Section 1. Officers. The Officers of the Association shall be President, Vice-President, Treasurer, and Recording Secretary.
ARTICLE 11 – INDEMNIFICATION
Section 1. Indemnification. The Association may indemnify directors, officers, employees, and agents of the Association to the fullest extent required or permitted by the general laws of Florida. Such rights of indemnification shall not be deemed exclusive of any other right to which such persons may be entitled apart from this Article.
Section 2. Insurance. The Association may purchase and maintain insurance on behalf of any agent of the Association, to the fullest extent permitted by law, against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, or to give other indemnification to the extent permitted by law. Page 7 of 9
ARTICLE 12 – CONFLICT OF INTEREST
Section 1. Declaration of Conflict of Interest. Any director, officer, committee member, or employee having an interest in a contract or other transaction, or determination presented to the Board of Directors, the general membership, or a committee of the Association for recommendation, authorization, approval or ratification shall give prompt, full and frank disclosure of their interest to the Association prior to its acting on such contract or transaction.
Section 2. Determination of Conflict of Interest. The body to which such disclosure is made shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is found to exist, such person shall not vote on, nor use their influence on, nor participate in discussion of the issue. Such person may not be counted in determining the existence of a quorum at any meeting where the contract, transaction, or determination is under consideration or being voted upon.
Section 3. Minutes. The minutes of the meeting shall reflect the disclosure made, the vote thereon, any abstention from voting and participation, and whether a quorum was present.
ARTICLE 13 – GENERAL
Section 1. Net earnings. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.
Section 2. Political Activities. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Section 3. Other Activities. Notwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c ) (5) of the Internal Revenue code, of the corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c) 2 of the Internal Revenue code, or the corresponding section of any future federal tax code. Page 8 of 9
Section 4. Dissolution. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of the section 501( c)(5) of the Internal Revenue code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE 14 – BYLAW AMENDMENTS
Section 1. Bylaw Amendments. The bylaws can be amended by a majority vote of the Board of Directors currently serving. A written notice setting forth the proposed amendment or summary of the changes to be affected shall be provided thirty (30) days prior to that vote to the General Membership.
Approved January 25, 2025