Constitution and By-Laws

 

Preamble

 

We do hereby form an organization, the name which shall the South Eastern Gamebird Breeders and Hunting Preserve Association, which is classified as a Non-Profit Organization.  The purposes of this organization shall be:

 

To perform, stimulate, and promote educational work and develop the interest of the game bird breeding and hunting preserve industries for the general betterment of such industries, and not for pecuniary profit.

To afford a means of cooperation with Federal, State, and local governments in all matter of general concern to the industries.

To promote and encourage public appreciation and understanding of game breeding, hunting preserve, and conservation of game.

To function as an official body, representing game breeders and hunting preserve operators in any manner it may deem advisable to advance their interests.

To encourage and promote area meetings for the exchange of information, and promote area meetings for the exchange of information and unity of action.

 

Article I – Name, Location, Fiscal Year                                                              

 

Section 1 – Name: The name of this organization shall be the SOUTH EASTERN GAMEBIRD BREEDERS AND HUNTING PRESERVE ASSOCIATION, and may be referred to hereinafter in these by-laws as “SEGB&HPA”.

 

Section 2 – Location of Principal Office:  The principal office of the SEGB&HPA shall be the resident city of the Treasurer or Secretary.  The SEGB&HPA may also establish offices at such other places as the Board of Directors may from time to time determine.  The SEGB&HPA is listed as a non-profit organization in the state of South Carolina.

 

Section 3 – Fiscal Year:  The fiscal year of the SEGB&HPA shall start April 1 and end March 31 each year.

 

Article II – Membership Dues

 

Section 1 – Membership:  The membership of the SEGB&HPA shall consist of two classes, designated as:

  1. Active Members
  2. Honorary Members

 

Section 2 – Qualification for Membership:  Any person, partnership, firm, association, or corporation engaged in the hunting preserve industry or the business of producing, processing, or distributing gamebird eggs and/or gamebirds, or providing a valuable service in or for the gamebird breeding, hunting preserve, or allied industries, shall be eligible for membership under the terms and conditions hereinafter expressed.

 

  1. Active Membership is open to gamebird breeders or hunting preserve operators or those who deal with gamebird breeders, hunting preserve operators or principal users of gamebirds. Active members are those who apply for membership and are accepted, and who pay annual dues.  They shall have full voting rights and shall be eligible to hold offices.
  2. Honorary Membership may be granted in recognition of special service to the SEGB&HPA or the gamebird or hunting preserve industries by vote of the members at any annual meeting. The Board of Directors may at its annual meeting also elect any person meeting these qualifications to honorary membership.  An honorary member shall have full voting rights and shall be eligible to hold office.

 

Section 3 – Dues:  Annual dues for active members of the SEGB&HPA shall be fixed by the Board of Directors or the members.  No member in arrears shall be considered a member in good standing.

 

Section 4 – Application and Acceptance of Members:  Application for membership in the

SEGB&HPA shall be made in writing to the secretary or treasurer.  The application shall specify whether the applicant is an individual, partnership, firm, association, or corporation.

 

Section 5 – Rights and Privileges of Membership:  Each active and honorary member of the SEGB&HPA in good standing shall be entitled to one (1) vote on all questions coming before the members; also to vote or directors as prescribed by these By-Laws.  Each participant, firm, association, or corporation elected to membership may designate one of its officers or employees as the SEGB&HPA representative to act in its behalf.

 

Section 6 – Termination of Membership:  Membership in the SEGB&HPA may be terminated by submitting a written resignation to the secretary or treasurer.  Such resignation shall become effective upon the date specified, but said member will be retained on the membership rolls until the end of the calendar year.

Members may be suspended or expelled from the SEGB&HPA for cause by the affirmative vote of two-thirds of the Board of Directors at a meeting duly convened for the purpose upon not less and thirty (30 days written notice to each director and to said member.  Said notice shall sate the reasons for such proposed action and shall afford such member the opportunity of attending the meeting for the purpose of being heard.

 

Article III – Meetings of Members

 

Section 1 – Annual Meeting:  The annual meeting of the members shall be held at the time and place of the annual convention of the SEGB&HPA.  Notice of the annual meeting shall be mailed to each member at least fifteen (15) days in advance, and shall state the time and place of the meeting.

 

Section 2 – Special Meetings:  Special meetings of the members shall be called the president when directed to do so by the Board of Directors or 15 or more active members; and the president shall give thirty (30) days written notice to each member in good standing, stating the time and place of such meeting and outlining the purpose for which it is called.

 

Article IV – Board of Directors

 

Section 1 – Number: There shall be nine (9) directors who shall be elected by the membership as hereinafter defined.

 

Section 2 – Nomination:  The president shall appoint a Nominating Committee as the Board of Directors meeting of three (3) to five (5) members of the Board of Directors, who shall elect a slate of nominees and supply a list of same to the president and to the secretary at the annual meeting.  Said nominees shall be members in good standing.

 

Section 3 – Elections:  The first year, nine (9) directors shall be elected: the three (3) nominees receiving the highest number of votes shall be elected for a term three (3) years; the three (3) nominees receiving the next highest number of votes shall be elected for a term of two (2) years;

16 the three (3) nominees receiving the next highest number of votes Shall be elected for a term of one (1) year.  Thereafter, three (3) directors shall be elected each year for term of three (3) years.  Each member shall vote for the number of directors specified and return the ballot to the Nominating Committee and who shall count said ballots in the presence of two (2) witnesses at

the annual meeting.

 

Section 4 – Term of Office:  Following the adoption of these By-Laws, each director elected shall serve for three (3) years, or until his/her successor is elected and qualified.

 

Section 5 – Vacancies:  Vacancies on the Board of Directors shall be filled for the unexpired portion of the term by a majority vote of the directors at any regular or specially called meeting

 

Section 6 – Duties and Responsibilities:  The Board of Directors shall elect the officers and manage the affairs, funds, and property of the SEGB&HPA.  The directors shall determine the annual dues for members; however, the membership shall have the power to override the directors and set the amount of such dues at the annual meeting.

 

Article V – Meeting of Directors

 

Section 1 – Annual Meeting:  The annual meeting of the Board of Directors shall be held at the time of the annual convention of the SEGB&HPA.  Additional meetings may be held during the year at such time and place as the directors shall determine.  Notices of regularly scheduled meetings shall be mailed to each director at least fifteen (15) days prior to the date of the meeting.

 

Section 2 – Special Meetings:  Special meetings may be called by the president on thirty (30) days written notice to each director.  Said notice shall state the time and place, and the purpose for which the meeting is called.

 

Section 3 – Waiver of Notice:  Any director may waive notice of any meeting and the attendance of such director at a meeting shall constitute a waiver of notice of such meeting.

 

Section 4 – Quorum:  A majority of the directors shall constitute a quorum of the Board of Directors for the transaction of business.

 

Article VI- Executive Committee

 

Section 1 – Election:  At the request of the president, at the annual meeting, the Board of Directors may elect from its membership five (5) members to serve as the Executive Committee

of the SEGB&HPA.  The immediate past president shall be an ex-officio member of the Executive Committee in an advisory capacity.

 

Section 2 – Duties and Responsibilities:  With the approval of the Board of Directors, the Executive Committee shall conduct the affairs of the SEGB&HPA, and shall also serve as the Budget Committee.

Section 3 – Quorum:  Three (3) members shall constitute a quorum of the Executive Committee for the transaction of business.

 

Article VII – Other Committees

 

Section 1 – With the approval of the Board of Directors, the President shall appoint such special committees as may be deemed advisable to conduct the business of the SEGB&HPA.

 

 Article VIII – Officers

 

Section 1 – Officers:  The officers of the SEGB&HPA shall be members in good standing and shall consist of a president, a vice-president, a secretary, and a treasurer; all of whom shall be elected by the Board of Directors at its annual meeting.

 

Section 2 – Term of Office:  The officers of the SEGB&HPA shall hold office for a term of two (2) years, or until a successor is elected and qualified.

 

Section 3 – Vacancies:  Vacancies occurring among the officers shall be filled for the unexpired portion of the term by the president, with the approval of the Board of Directors.

 

Section 4 – Removal of Officers:  Any officer elected or appointed by the Board of Directors may be removed by the directors whenever, in their judgment, the best of interests of the SEGB&HPA will be served thereby.

 

Section 5 – Duties of Officers:

  1. The President shall preside at all meetings of the members of the SEGB&HPA; also of the Board of Directors and Executive Committee. In the absence of the president, the vice-president shall preside at such meetings; and his/her absence, the secretary shall preside.  He/she shall have all the duties and responsibilities normal to the office of president, or required by law, and he/she shall be an ex-officio member of all committees.  With the treasurer, he/she shall sign all contracts and other documents of the SEGB&HPA.  He/she shall be an ex-officio member of the Board of Directors for one (1) year following his/her tenure in office.
  2. The Vice-President shall, in the absence of the president, preside at all meetings of the members of the SEGB&HPA, the Board of Directors and the Executive Committee. He/she shall have all the duties and responsibilities normal to the office of vice-president, or required by law, and shall perform such other duties as may be assigned to him/her by the members or by the president with the approval of the:
  3. Board of Directors. In the absence of the president, the vice-president shall serve in his/her stead, and shall succeed him/her in case he/she becomes incapacitated.
  4. The Secretary and Treasurer shall have all the duties and responsibilities normal to the office of secretary and treasurer, or required by law:
  5. maintaining the records of the SEGB&HPA, including minutes of the meetings of the members, the Board of Directors and Executive Committee;
  6. books and accounts showing all persons entitled to vote; books and accounts

of all receipts and disbursements;

  1. receiving all monies and securities of the SEGB&HPA, including depositing all monies in such bank or other depositories as shall be designated the Board of Directors;
  2. keeping the financial records in accordance with sound accounting practices, and in such form as will make an annual audit possible, and reporting on the receipts and expenditures of the SEGB&HPA for the year at the annual meeting of the membership. The record of the secretary and treasurer shall be open to inspection at all times by the Board of Directors and Executive Committee, and during the annual meeting by members of the SEGB&HPA.  They shall perform such other duties as may be assigned to them by the members or by the president with the approval of the Board of Directors.  In the absence of the vice-president, the secretary shall serve in his/her stead.

 

Section 6 – Surety Bond:  At the request of the Board of Directors, any officer—but particularly the treasurer—shall give a surety bond for the faithful discharge of his/her duties; and bond to be furnished at the expense of the SEGB&HPA in the amount and with such surety or sureties as the Board of Directors shall direct and approve.

 

Article IX – Depository and Bank Accounts

 

Section 1 – Depositories and Checks:  The monies and securities of the SEGB&HPA shall be deposited in and withdrawn by the treasurer from such bank or other depository as the Board of Directors shall designate and authorize.

 

Article X – Dissolution or Liquidation

 

Section 1 – Distribution of Assets:  The SEGB&HPA is not organized for profit, and no part of the net assets thereof shall inure to the benefit of any member, director or officer, either immediately or in the future (unless approved by the Board of Directors); and, therefore, upon dissolution or final liquidation, the assets of the SEGB&HPA shall be applied as follows:

  1. all liabilities and obligations of the SEGB&HPA shall be paid, satisfied and discharged, or adequate provision shall be made thereof;
  2. assets held by the SEGB&HPA upon condition requiring the return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements;
  3. the remaining assets shall be transferred or conveyed to one or more domestic corporations, societies, or organizations operated exclusively for scientific or educations purposes, pursuant to a plan of distribution adopted by the Board of Directors.

 

Article XI- Amendments to By-Laws

 

Sections 1 – Board of Directors:  These By-Laws may be amended, or new By-Laws approved, by a majority vote at any regular meeting of the Board of Directors or at a specially called

meeting for that purpose; PROVIDED, that written notice of such action shall have been given to each director at least thirty (30) days prior to said meeting.  Such amendments shall not be in force until voted upon by the members of the SEGB&HPA at an annual meeting, and, if approved by a majority of the members present, shall continue in force.

 

Section 2 – Members:  Amendments to these By-Laws, or new By-Laws, shall be proposed in writing to the Board of Directors when endorsed by five (5) members.  Upon approval by the Board of Directors, said proposed amendment of new By-Laws shall be voted upon by the members of the SEGB&HPA at the following annual meeting; and, if approved by a majority of the members present, shall continue in force.

 

Article XII- Rules of Order

 

Section 1 – Roberts’s Rules of Order shall govern as to all matters not expressly covered by these By-Laws.