Constitution and Bylaws

Ratified by the Board of Directors on September 30, 2019

CONSTITUTION

Article I – Name

This organization shall be known as “American Silverudd’s Blue Association.”

Article II – Purpose

The purpose of this organization is to encourage the continued improvement of Silverudd’s Blue through breeding for quality birds and education. The organization will promote breeding as closely to the guidelines as possible.

Article III – Membership

Any person with a sincere interest in the Silverudd's Blue breed may become a Member upon payment of the annual dues. A Member may be expelled by a majority vote of the Board of Directors for acts deemed harmful to the Silverudd's Blue breed and/or our Association. Membership levels are established to suit individual needs.

Article IV – Dues

Annual dues shall be set by the Board of Directors and shall cover membership January 1st though December 31st for each calendar year. Memberships paid mid-year are considered paid only though December 31st of that year.

Article V – Organization Officers & Terms of Office

Section 1.  The Board of Directors shall be comprised of the Officers and Regional Directors.
They shall consist of the following:
President
Vice President
Secretary
Treasurer
Regional Directors

The Board of Directors shall be elected to two year terms by the membership in a secret ballot election. Any member of the Board of Directors can be a candidate for re-election. The President and Vice-President may only serve two consecutive terms or a total of four consecutive years. After dropping out for one two-year term, they may again run for another two consecutive terms. For the financial safety of the Association, Treasurer may only serve for one consecutive term or a total of two consecutive years. After dropping out for one two-year term, they may again run for another two consecutive terms.
Vacancies on the Board of Directors shall be filled by the Board of Directors until the next elections.
Should there be no candidate filing for any elective office by the election deadline date, the Board of Directors may select a desirable person by majority vote with the candidate consent and the name.

The Board, may be polled by the President online, by mail or by phone.

Section 2.  Elections shall be held in even numbered years and during the month of December.

The newly elected Board of Directors shall take office January 1. Out-going officers shall turn over all Association property to their successor by January 1.
 
Founding Officers for the Association shall be appointed by the Association’s Founding Members, and will serve until elections are held.
The Election Commissioner shall be named by the Board of Directors to serve in times of mail ballot election or votes, and he or she shall not be a member of the Board or any other Association committee.

Article VI – Regions

Section 1.  The United States shall be divided into five (5) regions each having a Regional Director elected by the Members in that region. They shall serve as members of the Board of Directors of the organization.
The Board of Directors by majority vote may increase, decrease or rearrange the number of regions as they deem necessary.
Citizens of the U.S.A. and legal residents of the U.S.A. are eligible for organization membership.

Section 2.  Each Regional Director shall represent the 10 ten states listed with in their region.
Western Region - Washington, Oregon, Idaho, Montana, Wyoming, California, Nevada, Utah, Alaska, Hawaii    
Northern Region - North Dakota, South Dakota, Minnesota, Nebraska, Iowa, Wisconsin, Michigan, Illinois, Missouri, Kansas
North Eastern Region - Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, Connecticut, New Jersey, Delaware, New York, Pennsylvania
Eastern Region - Ohio, Indiana, West Virginia, Maryland, Virginia, Kentucky, Tennessee, North Carolina, South Carolina, Georgia
Southern Region - Arizona, Colorado, New Mexico, Texas, Oklahoma, Arkansas, Louisiana, Mississippi, Alabama, Florida

Article VII - Dissolution of the Association

In the event of the dissolution of the Association, all Association assets will be turned over to the APA and/or other nonprofit organizations of like kind. The exact distribution of assets shall be determined by majority vote of the Board of Directors.
 
BYLAWS

Article I - Membership

Membership shall be open to all persons willing to abide by and promote the stated mission and goals of the ASBA club as provided in the Constitution under ARTICLE III.

Section 1. Only Members in good standing with the club and current on dues may vote. Delinquency of sixty (60) days in payment of dues or any other obligation to the club shall result in the delinquent Member's removal of Membership. Membership will be reinstated on payment of current year dues and/or obligations as required. The club will launch with the following Membership categories:

  1. Breeder - Membership category is open to members who breed Silverudd's Blue. Breeder Members will receive news updates and the quarterly newsletter. They will have access to the online forum, breeder list and the ability to have their information added to the breeder directory. Memberships in this category are eligible to hold office, vote in elections and participate in the full activity of the club. Club Committees, Media/Marketing Chairmen, Board of Directors and Regional Directors, will be chosen from this group. A Breeder Member will be considered a Member in good standing providing dues are current.

  2. Enthusiast/Non-Breeder - Membership category is open to anyone with interest the Silverudd's Blue breed. An Enthusiast member will receive news updates and the quarterly newsletter. They will have access to the breeder list and online forum. Memberships in this category are eligible to hold office, vote in elections and participate in the full activity of the club. Club Committees, Media/Marketing Chairmen, Board of Directors and Regional Directors, will be chosen from this group. An Enthusiast/Non-Breeder Member will be considered a Member in good standing providing dues are current. Note: This Membership category is not eligible to be added to the club breeder directory.



Article II - President

The President shall be a member of the Board of Directors and shall assume the duties of Board Chairman. He or she shall be responsible for the execution of the Constitution and Bylaws and shall receive and process all proposals for their action.
The President shall preside at all meetings, call special meetings if requested by the majority of the board and appoint an Election Commissioner and committee for the biennial election – with the approval of the board.
The President shall endeavor to see that all Board Members and Committee Chairs properly discharge their duties, take an active part in business and activities as deemed necessary for the betterment of the Association.
The President shall have access to all monetary accounts of the Association.
In case of death, resignation or removal of the President, the Vice-President shall thereupon become President and assume his or her duties.

Article III - Vice President

The Vice-President shall be a member of the Board of Directors. He or she shall assist the President with their duties and conduct organization meetings at the President’s request or absence and shall succeed him or her to office in case of the disability or inability of the President to continue in office.
The Vice President will serve as the organization’s public relations/education chair and direct said Association activities.

Article IV - Secretary

The Secretary shall be a member of the Board of Directors. He or she shall prepare and distribute all notices of meetings of the Board of Directors and of the Association. He or she shall take minutes of such meetings, providing an email copy of said minutes to the Board of Directors within ten days following the meeting.
The Secretary shall conduct the general correspondence of the Association and keep on file all letters received, also copies of all letters sent. Said correspondence, board meeting minutes, membership applications, all annual and quarter annual reports and treasurer reports shall be kept in the Secretary Record Binder for a period of time 4 years. Documents such as The Association’s Articles of Incorporation, Bylaws, any amendments to the Articles or Bylaws, tax-exemption application and determination letters and other legal documents shall remain in the Record Binder at all times.
The Secretary is to receive monthly updated membership rosters from the Treasurer and will use said roster to furnish all new or renewal certificates of membership, and shall notify members upon expiration of membership so that members can be kept current. He or she shall keep a correct list of the names and addresses of all members of the Association with dates of their election to membership. The Secretary shall bring a list of Members to each quarterly or special meeting in order to show those eligible to vote on Association matters at the meetings.
The Secretary shall surrender all files and other organization property to the new Association Secretary at the expiration of their term in office.

Article V - Treasurer

The Treasurer shall be a member of the Board of Directors and the custodian of all the money belonging to the Association. The Treasurer shall collect and receive all monies due to the Association, payAssociation fees and bills and keep an accurate record of all transactions. All general funds shall be deposited in banks or financial institutions approved by the Board of Directors, making payments only electronically or by check.
The Treasurer shall keep a complete record of all accounts received and disbursed, and shall have the accounts always open for inspection by any member of the Board of Directors. No purchase or contract of purchase calling for expenditure of more than $250 shall be made without the approval of the Board.
The Treasurer shall prepare a monthly financial report and provide an email copy for all Board members, in order that they be fully advised of the financial condition of the Association. Any member of the Board of Directors shall have access to said report but it shall be kept confidential, unless decided otherwise by the entire Board. The Treasurer shall give an itemized statement of the finances of the Association covering the past fiscal year, with the present balance. Copies of said report and all banking statements shall be kept in Treasurer binder for a period of 5 five years.
In addition, Treasurer shall process all membership applications and provide the Secretary with a proper membership roster monthly showing any new members.
For the financial safety of the Association, Treasurer may only serve for one consecutive terms or a total of two consecutive years. After dropping out for one two-year term, they may again run for another two consecutive terms after said time. For the protection of the Association they shall be bonded annually.
The Treasurer shall surrender all files, monies and other Association property to the new organization Treasurer at the expiration or termination of their term of office.

Article VI - Regional Directors

The Regional Directors must reside in one of the states within the region they represent. The Regional Directors shall be responsible for actively promoting the Association and it’s activities. Each Regional Director shall serve as an Officer on the Board of Directors, have a vote in determining Association policy, and take an active part in the recruitment of new members.

Article VII - Board of Directors

After the first year of the Association’s operation (or existence or other such wording), All Board of Directors shall be Adult Members in good standing of the Association over the age of 21 who have been active for at least one year, and be voted in by Adult Members.
The Board of Directors shall control the affairs of the Association at all times and remove from office any Officer, upon majority vote of the Board, for misconduct or failure to adequately perform the duties of his or her office.
The Board of Directors shall have general control and supervision of the affairs of the Association, the enforcement of all rules, and in the intervals between meetings shall have authority to take such action, not in conflict with the Constitution and Bylaws, as is necessary to give effect to measures voted by the Association.
When not in session, the Board may vote online or by email on questions demanding immediate consideration, or in emergencies, be polled by phone provided a written, online or e-mailed confirmation is provided later. Only (the Board of Director or their proxies are entitled to vote at Board meetings.)
If a Director fails to function or properly perform his or her duties, either through death, disability or lack of interest, the President with majority approval of the Board of Directors, may appoint a new Director to serve the remainder of the unexpired term.

Article VIII - Election Commissioner and Committee

The Election Commissioner and committee shall be elected by the Board of Directors by August 1st prior to biennial elections in even numbered years. They shall conduct a secret ballot election for all offices up for election. The committee shall tally the ballots and forward the results to the Association Secretary. Following the results of the elections, the ballots shall be sealed and turned over to the Secretary. The sealed ballots must be kept for a period of no less than 90 days in the event there is a challenge to the results.

Article IX - Election of Officers

Only Adult Members in good standing over the age of 21 who have been active for the past year in the Association shall be able to file for or be nominated for, and if elected, hold office. Any paid Member in good standing may send in a nomination for candidates for the various offices. Officers shall be elected every two years by means of a ballot sent to each member, via mail or email. Such ballots shall be sent by the Election Commissioner. All ballots must be marked (if by mail) and returned within ten days after receipt of the same directly to the Election Commissioner. The election shall be completed and the new Officers declared by mid-December and the new Officers shall assume office on January 1st.

Section 1. The Election Commissioner and the Secretary shall hold the election of Officers of the organization as set forth in the Constitution and in the following manner:
At least 75 days before the ballots are sent in each general election, the Secretary, through Newsletter or otherwise, shall invite applicants as candidates for the elected Officers.
Any Adult Member 21 years of age or older who has been a Breeder Member for a minimum of the past one years in this Association, can request the Secretary by October 1st, to place his or her name on the ballot for the upcoming election. No Member shall run for more than one office.
The President and Vice President may only serve two consecutive terms of two years or a total of four consecutive years and Treasurer may only serve for one consecutive term or a total of two consecutive years, but after dropping out for a two-year term may again file for and serve another two terms, if elected. This is provided by the Constitution under Article V.

Section 2. Election and Term of Office.
All Members in good standing who are 18 years of age or older are eligible to vote.
On the last Tuesday in October, the Secretary shall send a ballot to all eligible voters by mail or email. The ballot shall list the candidates in alphabetical order for each office to be filled. Procedure if sent by mail: Enclosed with the ballot shall be a return outer envelope addressed to the Secretary with a place in the upper left corner for the name and address of the voter so that the Secretary can identify the voter as qualified to vote. Also enclosed shall be a smaller envelope with BALLOT printed thereon, in which to seal the ballot. The only identification on this envelope may be the one to indicate district and an identification that it is an original ballot. As ballots are returned, the Secretary shall check the postmark date and the name and address of the voter. The envelope marked BALLOT shall be removed from the mailing envelope and the District from whence it came shall be written on the face, or indicated in some other manner. All ballots shall be postmarked no later than 30 days after the date of mailing of the ballots and must be received by the Secretary no later than 40 days after being mailed. The sealed ballots shall then be sent to the Election Commissioner by receipted mail or hand-delivered. The outer envelope shall be retained by the Secretary until a resolution to destroy same is passed by the Board of Directors. Envelopes postmarked after the deadline and those without name and address shall also be retained but not opened. Duplicate ballots will be furnished on request but must be returned within the time period. Do we need to specify procedure if we send ballot digitally?
The Election Commissioner shall open and count the ballots. No write-in names will be counted, nor may any ballot be counted that has been tampered with or had anything pasted on it. All votes are confidential to the Commissioner. He or she shall immediately, after counting, notify the Secretary of the results and the Secretary shall notify the candidates at once of the results. Publications of the election results will be sent out on the next Association newsletter.
All officially elected officers shall take office on January 1st following their election.
In case of a tie vote, a new election will be held within the following 45 days after verification of the tie. In case of a contested election, the Board of Directors shall select a special committee of three members of the organization for final decision.
After counting the ballots, the Election Commissioner shall immediately place them under seal to be delivered to the President, or sooner in case of a tie vote or contested election. The sealed ballots shall be destroyed after a resolution by the Board of Directors so directing.

Article XI - Dues

The Board of Directors shall determine the amount of dues on an annual basis to align with the Association’s proposed budget. Dues shall be paid and shall cover membership January 1st through December 31st for each calendar year. Active Members with dues not paid by January 31 shall receive an email reminder from the Association and if that Member’s dues are not paid by the end of February, the Member will move from active to inactive Member status. Memberships paid mid-year are considered paid only through December 31st of that year as provided in the Constitution under Article IV.

Article XII - Decision-Making Style

The organization shall use Robert's Rules of Order in the carrying out of all meetings and Association business.  

Article XIII  - Organization Meetings

General Meetings shall be held quarterly online. An agenda will be distributed a minimum of one week before the scheduled meeting by the Secretary, with minutes available within one week following the meeting. Any items requiring a vote of the Members shall be handled in the quarterly meetings, or in special meetings called specifically to accomplish Association business.     

Article XIV – Interpretation
In all cases of dispute arising from interpretation of the Constitution & Bylaws of this Association, and on all other matters not covered herein, a majority vote of the Board of Directors shall decide the issue. Such decisions shall be declared final.

Article XV - Amendments

Section 1.  Any proposal to amend or alter the Constitution & Bylaws of  this Association shall be submitted to the Secretary in writing. He or she will in turn notify the President and submit the proposal to the Board of Directors who will decide by majority vote whether to place the proposal before the membership for a vote. Proposals passed favorably by the Board of Directors shall be included on the ballot with the biennial election of Officers to be voted upon by the membership at large. If adopted by a two-thirds vote of the voting members, the amendment shall be made effective on January 1st following the election. The new amendment shall be mailed to each member as a supplement to the Constitution & Bylaws of the Association.

Section 2. These Bylaws have been approved by a two-thirds vote of the Board of Directors present at the online meeting, held September 30, 2019. Bylaws can be repealed or amended only by a like vote at any Quarter-Annual, Semi-Annual or Annual meeting.