Bylaws


	Colonial Charolais Association


		By-Laws
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			Colonial Charolais Association, Inc. By-Laws (As revised 2-28-99) ARTICLE I Name and Purpose Section 1. Name. The name of this corporation shall be the Colonial Charolais Association, Inc., a non-profit, non-stock corporation organized under the laws of the State of Maryland, herein referred to as the Corporation. Section 2. Purpose. (a) This Corporation is organized exclusively for agricultural purposes, under Section 501(c)(5) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United Stats Internal Revenue Law) and, more specifically, to promote the breeding of better Charolais cattle; to sponsor sales of the Charolais breed of cattle; to sponsor and promote exhibitions of the Charolais breed of cattle; and to sponsor educational activities for youth participants. (b) no part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its members, directors, officers, or other private persons, except that the Corporation 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 ARTICLE I, Section 2(a) hereof. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, intervene in (including the publishing or distribution of statements) any political campain on behalf of any candidate for public office. Notwithstanding any of the provision of these ARTICLES, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(5) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law). ARTICLE II Membership Section 1. Residence. Membership in the Corporation shall be restricted to bonafide residents from the Colonial Charolais Association area, and to those non-residents who own and maintain Charolais or Charolais-cross cattle on land located within the boundary of the Association, and to such non-resident Charolais or Charolais-cross breeders in other areas as may be approved by the Board of Directors. Section 2. Classes. (a) Membership in the Corporation shall consist of persons, firms, partnerships, or corporations owning one or more Charolais or Charolais-cross Cattle or persons, firms, partnerships, or corporations who are interested in the promotion of the Charolais breed. Resident members shall be known as Regular members. (b) Associate members shall be members who wish to remain as non-voting members of the Corporation. Associate members shall have no consignment privileges to sales sponsored by the Corporation. (c) Junior members shall be persons under 21 years of age who are interested in Charolais or Chaorlais-cross breeds of cattle and who at or before admision shall pay annual dues as designated by the Board of Directors. (d) Lifetime members shall be members for their lifetime unless terminated as provided by these By-Laws. (e) Honorary memberships and Associate memberships will be subject to review of the Board of Directors each year. (g) It is recommended, but not required that members of the Corporation join the American International Charolais Association (AICA). Section 3. Election of Members. Members shall be elected by an affirmative vote of a majority of the Board of Directors. Section 4. Voting Rights. Regular members and Lifetime members shall be entitled to one vote and no more upon each mater submitted to a vote at a meeting of the membership. Section 5. Termination of Membership. (a) Membership in this corporation shall automatically terminate upon failure of a member to qualify as provided above. (b) Membership in the Corporation shall be terminated for failure to pay dues, or any other accounts due the Corporation or it's designated agents within (90) ninety days of due date. Participation in all Corporate activities will be prohibited to anyone in arrears to the coporation or it's agents. (c) Membership in the corporation shall be terminated for failure to abide by the Code of Ethics of the AICA. The Board of Directors, by affirmative vote of two-thirds of all the members of the board, may suspend or expel any member for conduct or action detrimental to the Corporation as decided by the Board of Directors. Section 6. Resignation. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessment or other charge theretofore accrued and unpaid. Section 7. Transfer of Membership. Membership in the Corporation is not transferable or assignable. Section 8. Annual Dues. The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the Corporation by members of any one or more classes. Section 9. Payment of Dues. Dues shall be payable in advance of the first day of January in each calendar year. ARTICLE III Board of Directors Section 1. Powers. The business and affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors may exercise all the powers of the Corporation, except such as are by statute or the Charter or the By-Laws conferred upon or reserved to the members. The Board of Directors shall keep full and fair accounts of their transactions. Section 2. Number of Directors. The number of the Directors of the Corporation shall be five (5) as provided in the Charter, until such number be changed as herin provided. By the vote of a majority of the entire Board of Directors, the number of directors may be increased or decreased, from time to time, to not exceed thirteen (13) nor less than five (5) directors, but the tenure of office of a director shall not be affeted by any decrease in the number of directors so made by the Board. The Board of Directors shall include the three principal officers designated in Article 4 herinafter and the immediate Past President. Section 3. Election of Directors. Until the first Annual Meeting of members or until successors are duly elected and shall qualify, the Board shall consist of the person named as such in the Charter. At the first Annual Meeting of members and at each Annual Meeting thereafter, the members shall elect directors to hold office until the next succeeding Annual Meeting or until their successors are elected and qualify. Directors shall be elected by the affirmative vote of a majority of members voting in person or by proxy. Section 4. Term of Office. Directors other than the three principal officers and the immediate Past President of the Corporation shall be elected to office for a term of three years. Section 5. Removal of Directors. Any director, who without proper excuse, as determined by a majority vote of the Board of Directors, misses two succesive meetings of the Board of Directors, may, by majority vote of the Board of Directors, be removed from the office of director, and if such person also be an officer, then from that office as well. Section 6. Vacancies. Any vacancy occurring in the Board of Directors for any cause other than by reason of any increase in the number of directors may be filled by a majority of the remaining members of the Board of Directors. Any vacancy occurring by reason of an increase in the number of directors may be filled by action of a majority of the entire Board of Directors. A director elected to fill a vacancy shall be elected to hold office until the next Annual Meeting of members or until his/her successor is elected and qualifies. Section 7. Regular Meetings. The Board of Directors shall have two (2) regular meetings during each calendar year at the discretion of the President. One meeting to be in the Spring of the year and the other to be in the Fall. NEXT