The Bylaws of
the Midwest Highland Cattle Association
Article I.
Name
1.1 Name of the Corporation
The name of this corporation
shall be The Midwest Highland Cattle Association. The Midwest Highland
Cattle Association is a Michigan Corporation. Incorporation papers
were filed on 5 March 1996 with the Michigan Department of Commerce,
Corporation and Securities Bureau. The Federal Tax ID number for The
Midwest Highland Cattle Association is 38-3270088.
1.2. Affiliation
This Corporation may become
affiliated with the American Highland Cattle Association according to
the rules set forth by same.
Article II.
Purposes and Powers
2.1. Purposes
and Powers of the Corporation
The purposes and powers of
this corporation shall be:
a) To promote and encourage
improvement of the Highland Cattle breed; disseminate information to
the association members, and to be a source of information for
breeders and prospective owners of Highland Cattle.
b) To solicit and receive
grants, contributions and other property, to enter into contracts, to
engage needed personnel and services, and to transfer, hold or invest
such property as may be required to carry out the purposes of this
corporation.
2.2. Restrictions on Powers
No part of the money or other
property received by the corporation from any source, including its
operations, shall inure to the benefit of or be distributable to its
members, members of its board, officers, or other private persons;
except that the corporation may pay reasonable compensation for
services rendered and make payments and distributions in furtherance
of the purposes set forth in this Article.
Article
III. Members
3.1. Members of
the Corporation
This corporation shall be
operated on a directorship basis with a voting membership; it shall
not have stockholders. Members shall be those who adhere to the
purposes of the Corporation and shall pay such dues and assessments as
the directors shall from time to time require. The directors may
provide for non-transferable life memberships.
3.2. Dues and Assessments
Membership dues and special
assessments shall be set by a vote of 2/3 of the Board of Directors
and approved by a majority vote of the Membership.
3.3. Voting Rights
Each paid membership (member)
exclusive of type is entitled to one vote. (Rev. 2/13/00)
Voting rights shall be
limited to members of the Corporation who have attained the age of 18
years and own or have previously owned Highland Cattle. Each
membership shall consist of the member, his/her spouse or cohabitant,
and any children under the age of 18 years living in the same
household, and shall collectively represent one vote. The Directors
may provide for other non-voting special memberships. Voting by
absentee ballot shall be allowed for votes cast on election of
Directors and Officers or changes or alteration to the bylaws. No
provision shall be made for casting a proxy vote except as provided in
Sec, 4.7 and Sec. 4.8 pertaining to Board members.
3.4. Annual Meeting of
Membership
The Secretary of the
Corporation will give at least (30) days written notice of the annual
meeting of members, which shall be held once in each calendar year as
determined by the members of any previous meeting. A quorum shall
consist of at least 8 members present. The members shall fill any
vacancy in the Board of directors, pass upon reports of the previous
fiscal year and transact such other business as may come before the
meeting.
3.5. Special Meetings
Special meetings of the
membership may be called by the President within thirty (30) days of
written notice thereof. Such notice shall be sent by the Secretary and
said notice shall fix the time, date and location, and the purpose of
the special meeting. (Rev. 2/13/00)
The President or majority of
the Board of Directors may call special meeting of the membership
within (3) days of written notice thereof. The Secretary shall send
such notice and said notice shall fix the time, date and location, and
the purpose of the special meeting. No other business shall be
transacted save that specified by the notice.
3.6. Order of Business.
The order of business at any
regular meeting and so far as possible at all other meetings shall be
as follows:
Call to order and proof of
quorum;
Proof of notice of Meeting;
Reading and action on any
unapproved minutes;
Reports of Officers and
Committees;
Unfinished Business;
Election of Directors;
Election of Officers;
New Business;
Set next meeting date and
adjournment.
Article IV.
Board of Directors
4.1. Powers and Duties of the
Board of Directors
All the rights, powers,
duties, and responsibilities relative to the management and control of
this corporation’s affairs are vested in the Board of Directors.
These powers exist in the Board members meeting as a group and not in
individual members or committees, except as such powers may be
delegated by the Board. The members of the Board have a legal duty to
exercise reasonable care and prudence in the administration and
affairs of this corporation and are responsible for seeing that the
funds and property received by the corporation are disbursed only for
the purposes for which they were given. The Board may not delegate
this final responsibility and shall require a regular accounting of
all funds disbursed by the corporation. The Board shall have the power
to make and adopt such rules and regulations not inconsistent with law
and these bylaws as it may deem advisable for the management of the
business and affairs of the Corporation and rules for admission,
suspension, and/or expulsion from the Corporation provided that such
rules and regulation initially shall be approved by a majority of the
members attending the annual meeting. (Rev. 2/13/00) The Board shall
have the power to make and adopt such rules and regulations not
inconsistent with law or these bylaws as it may deem advisable for the
management of the business and affairs of the Corporation and rules
for admission, suspension and/or expulsion from the Corporation. No
director of the Corporation shall have any right, title or interest in
or to any property or assets of the Corporation; either prior to or at
any time of any liquidation or dissolution of the Corporation. No
Director shall receive any compensation for their services.
4.2. Directors: Number and
Term of Office
The General Powers of the
business and affairs of the Corporation shall be managed by a Board of
five (5) regular Directors selected by general vote of the membership.
Directors shall be elected for a term of two (2) years at the annual
meeting of the Membership, such terms to begin in January following
the election and proceed for two (2) years. After serving two
consecutive elected terms a director shall not be eligible for
re-election for one year. Vacancies among regular directors occurring
between annual meetings may be filled by appointment by the President
and confirmed by majority vote of the Board. The Director so appointed
shall serve until the next annual meeting of the Corporation.
4.3. Nomination of Directors
A nominating committee
consisting of three (3) members shall be named by the Board at its
meeting preceding the annual meeting and election. The committee shall
nominate persons who are willing to serve as members of the Board.
Nonetheless, nominations from the floor of the annual meeting shall be
considered.
4.4. Resignation of Directors
Any Director may resign at
any time by delivering a written resignation to the President or
Secretary. The acceptance of a resignation shall not be necessary to
make it effective (unless acceptance is made a condition or the
resignation).
4.5. Removal of Directors
If any Director is absent
from more than two (2) meetings of the Board, said fact shall be made
to appear in the minutes of the second annual meeting from which he is
absent and such Director shall thereupon cease to be a Director and
shall be replaced upon the close of the second annual meeting from
which he is absent. Any Director may be removed at any time for cause,
including conduct injurious to the best interests of the corporation,
by the affirmative vote of two-thirds of the membership; provided that
the notice of the meeting specified the proposed removal vote.
4.6. Meetings of the Board
The regular annual meeting of
the Board of Directors shall be held on the call of the President each
calendar year, at such place as shall be designated in the notice of
the meeting, for the purpose of passing upon reports of the previous
fiscal year, and transacting business as may come before the meeting.
The Directors shall also meet within twenty-four (24) hours following
the close of the annual members meeting.
4.7. Special meetings of the
Board may be called by the President or by any three (3) Directors,
and it shall thereupon be the duty of the Secretary to cause notice of
such meeting to be given as hereinafter provided. The President or
Directors who call the meeting shall fix the time and place for
holding the meeting. Written notice of the time, place and purpose of
the special meeting of the Board shall be delivered to each Director
not less than ten (10) days previous thereto either personally or by
United States Mail, by or at the direction of the Secretary, by the
President, or by any three (3) directors calling the meeting. If
mailed, such notices shall be deemed delivered when postmarked by the
United States Mail and addressed to the Directors at their address as
it appears on the record of the Corporation.
4.8. Waivers of Notice
Any director may waive in
writing any notice of a meeting required to be given by these by-laws.
The attendance of a director at any meeting shall constitute a waiver
of notice of such meeting by such director except in case a director
shall attend a meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting has not
been lawfully called or convened.
4.9. Organization and Conduct
of Board Meetings
The President (or
Vice-President/President elect in the absence of the President) shall
preside over each meeting of the Board. Meetings may be conducted
either informally or by Robert’s rules of Order at the discretion of
the presiding officer, unless a majority of those present request that
Robert’s rules of Order be followed.
4.10. Quorum.
The presence of a majority of
the Board members, in person or by proxy, shall be required at any
meeting to constitute the quorum necessary for conducting business. If
fewer members are present, any actions taken at the meeting will be
valid only if all current Board members sign written consents
supporting the actions.
4.11. Voting
Except as otherwise provided
by these bylaws or by statute, all matters before the Board shall be
decided by a majority vote of the Board members present at a meeting.
The presiding officer shall not vote unless there is a tie note. Board
members may vote by proxy provided that the proxy is in writing,
signed by the absent member and announced and presented to the
Secretary at the beginning of the meeting at which the proxy vote is
to be exercised. All proxy statements shall be included in the minutes
book by the Secretary.
Article V.
Officers
5.1. Officers: Titles and
Qualifications
The principle officers of the
Corporation shall be a President, Vice-President/President Elect,
Secretary and Treasurer, and other Officers as may be determined by
the Board of Directors from time to time to perform such duties as may
be designated by the Board. The President, Vice-President/President
Elect, Secretary and Treasurer shall be members of the Board. The
offices of Secretary and Treasurer may be combined and one Director
may serve as Secretary/Treasurer. No other two offices shall be so
combined.
5.2. Election and Term of
Office
The officers shall be elected
by the members each year at the annual meeting of the membership
following the election and installation of new Directors. Each officer
shall hold office until his or her successor shall have been elected,
or until the officer becomes incapacitated, resigns, or is removed.
The President and President Elect shall not hold a given office for
more that two (2) consecutive years. The nominees for these offices
shall be presented to the membership at the annual meeting, at which
time additional nominations, from among the Directors, will be
accepted from the floor. The membership will vote by ballot or show of
hands for each of these offices.
5.3. The President
The President Shall:
a) Be the principal executive
Officer of the Corporation, and unless otherwise determined by the
Board shall preside at all meetings of the Board;
b) Sign any deeds, mortgages,
deeds of trust, notes, bonds, contracts or instruments authorized by
the Board to be executed, except incases in which the signing and
execution thereof shall be expressly delegated by the Board or by
these Bylaws to some other officer or agent of the Corporation, or
shall be required by law to be otherwise signed or executed;
c) Be responsible for
executing or causing to execute all necessary tax returns and
necessary filings and reportings for compliance with any Federal and
State income or property tax laws.
d) In general perform all
duties incident to the office of the President and such other duties
as may be prescribed by the Board form time to time.
5.4. Vice President/President
Elect
The Vice President/President
Elect shall:
a) Become the elected
President of the Corporation immediately following the completion of
the term of the President and hold the office of President for the two
consecutive calendar years following this beginning of tenure. If the
Vice President/President Elect shall succeed the President in the
middle of the President’s term, he shall serve only until the next
annual meeting, at which time election by the membership shall
determine the President.In the absence of the President, or in the
event of his resignation, removal or inability to act, the Vice
President/President Elect shall perform the duties or the President,
and so acting shall have all the powers of the President. The Vice
President/President Elect shall also perform such other duties as from
time to time may be assigned to him by the Board.
5.5. Secretary
The Secretary shall:
a) Keep the minutes of the
meetings of the members and of the Board in one or more books provided
for that purpose;
b) See that all notices are
duly given in accordance with these by-laws or as requires by law;
c) Keep a register of the
names and post office addresses of all members and Directors:
d) Keep on file a complete
copy of the Article of Bylaws of the Corporation containing all
amendments thereto and at the expense of the Corporation forward a of
these Articles and all amendments thereto to each Director or Member
upon request;
e) In general perform all
duties incident o the office of Secretary, and such other duties as
from time to time may be assigned by the Board.
5.6. Treasurer
The Treasurer shall:
a) Have general charge of the
financial books and records of the Corporation;
b) Have charge and custody of
and be responsible for all funds and securities of the Corporation;
c) Have charge and custody
for the receipts for all moneys due and payable to the Corporation and
the care and deposit of all such moneys in the name of the Corporation
in such banks as shall be selected in accordance with the provisions
of these by-laws; and
d) In general perform all the
duties incident to the office of Treasurer, and such other duties as
from time to time may be assigned by the Board.
5.7. Bonds of Officers/Agents
The Secretary, Treasurer and
any other Officer or agent of the Corporation charged with the
responsibility for the custody of any of its funds or property shall
give bond in such sum and with such surety as the Board may determine.
The costs of the bond or surety shall be assumed by the Corporation.
5.8. Resignation of Officers
Any Director may resign at
any time by delivering a written resignation to the President or
Secretary, or Treasurer. The acceptance of a resignation shall not be
necessary to make it effective (unless acceptance is made a condition
or the resignation).
5.9. Removal of Officers
Any officer may be removed at
any time by a vote of two-thirds of the Directors then in office.
5.10. Vacancies
Any vacant office may be
filled for the unexpired portion of the term by the Board at one of
its regular meetings or a special meeting called for that purpose.
Article VI.
Indemnification
6.1. Indemnification of
Officers and Directors
Any person (or his or her
estate) made or threatened to be made a party to any action, suit, or
proceeding by reason of the fact that he or she is or was an officer
or Director of this corporation shall be indemnified by the
corporation against any liability and reasonable expense (including
attorney’s fees) incurred by him or her in connection with the
defense or settlement of such action, except in relation to matters as
to which it is judged by the Court that such officer or Director is
liable for gross negligence or misconduct in the performance of his or
her duties. Such right of indemnification shall be deemed to be
exclusive of other rights to which such officer or director may be
entitled.
6.2. Limitation of Director’s
Liability
A Director of the corporation
shall not be personally liable to the corporation or its members for
monetary damages for a breach of the Directors’ fiduciary duty,
except:
a) For a breach of the
Directors’ duty of loyalty to the corporation or its members;
b) For acts or omissions not
in good faith or that involve intentional misconduct or a knowing
violation of law;
c) For a violation of Section
551(1) of the Michigan Nonprofit Corporation act;
d) For a transaction from
which the Director derived an improper personal benefit;
e) For an act or omission
that is grossly negligent.
If, after approval by the
members of this provision, the Michigan Nonprofit Corporation Act is
amended to authorize corporate action further eliminating or limiting
the personal liability of Directors, then the liability of a Director
of the corporation shall be eliminated or limited to the fullest
extent permitted by the Michigan Nonprofit Corporation Act, as so
amended. Any repeal or modifications of the foregoing provisions of
this article by the members of the corporation shall not adversely
affect any right or protection of a Director or the corporation
existing at the time of such repeal or modification.
Article
VII. Financial Procedures and Restrictions on Transactions
7.1 Fiscal Year
The fiscal year of the
corporation shall end on the last day of December beginning December
31, 1995. The summary of the corporation’s receipts and expenditures
and a balance sheet listing all its assets and liabilities shall be
prepared shortly after the end of each fiscal year.
7.2 Deposits and Withdrawals
of Funds
All funds of the corporation
when received shall be deposited in such banks or other reliable
depositories as the Board may direct. With the exception of
expenditures through imprest accounts, all withdrawals of funds and
checks from the principal corporate account shall be signed by an
officer. No payments in excess of one thousand ($1000) dollars shall
be made without budgetary or other authorization by the Board.
7.3 Loans
No loans or advances shall be
granted by the corporation without the authorization of the Board.
Each recipient of any such loan must sign a written promise to repay
the amount received with reasonable interest. No officer of the
corporation shall procure a loan on behalf of the corporation without
the authorization of the Board. Any such authorization may be general
or specific and may include authorization to pledge any securities or
other property of the corporation as security for the loan or advance.
7.4 Signing Contracts
Except as otherwise provided
in these by-laws, the Board may authorize any officer of officers, or
agent(s), to enter into any contract or execute and deliver any
instrument in the name and on behalf of the Corporation and such
authority may be general or confined to specific instances.
7.5 Compensation of Directors
The Directors of the
Corporation shall serve as such without salary, but the Board may
authorize the payment of reasonable expenses incurred by Directors in
performance of their Board duties (or per diems) and reasonable
compensation for special services rendered by any Director. Except as
provided in this section, no officer or Director shall receive any
compensation directly or indirectly from the corporation
Article
VIII. Dissolution
8.1 Dissolution and
Disposition of Corporate Assets
Upon the dissolution of the
corporation and after the provision for payment of all the liabilities
of the corporation, the Board shall dispose of all the assets of the
corporation exclusively for the purposes of the corporation, or the
American Highland Cattle Corporation, its lawful successors, or
assigns. Any assets not so disposed of shall be disposed of by a court
of competent jurisdiction in the county in which the principal office
of the corporation is then located.
Article IX.
Amendments
9.1 Changes
These bylaws may be altered,
amended or repealed, or rules and regulations modified by the
affirmative vote of two-thirds of the Directors present at any regular
or special meeting, and approved by a majority of the members at any
regular annual meeting or special meeting called for the purpose,
provided the notice of such meeting shall have contained a copy of the
proposed alteration, amendment, or repeal. (Rev. 2/13/00)
Declaration
I hereby certify that the
above is a true and accurate copy of the by-laws of the Midwest
Highland Cattle Association duly adopted and in full force and effect,
having been adopted in 1996 and as amended to date.
Signed: Mary VanAntwerp,
Secretary-Treasurer
Date: February 13, 2000
