AMERICAN DAIRY GOAT ASSOCIATION CONSTITUTION

PREAMBLE
With the object in view of providing regulations favorable for the democratic operation of the American Dairy Goat Association, we, the members, do hereby adopt this Constitution as the fundamental law of the American Dairy Goat Association.

ARTICLE I. NAME
Section 1.
The name of the Association shall be the AMERICAN DAIRY GOAT ASSOCIATION.

ARTICLE II. PURPOSE
Section 1.
The purposes of this Association are:

• a. maintaining herd books and issuing certificates of registration and recordation of dairy goats;

• b. supervising and publishing official milk production records of dairy goats and issuing certificates of production; and

• c. promotion and regulation of matters pertaining to the history, publicity, breeding, exhibition, and improvement of dairy goats.

ARTICLE III. LOCATION AND TERRITORY
Section 1.
Location. The office of the Association shall be as designated by the Board of Directors.
Section 2.
Territory. The field of operation shall be the United States and its possessions and also the Dominion of Canada, Mexico, and the islands of the Atlantic Ocean, plus such other areas as shall request registry services from the office of the Association and meet with the approval of the Directors.

ARTICLE IV. MEMBERSHIP
Section 1.
Any reputable individual, firm, association or corporation interested in the breeding, the sale, or the promotion of dairy goats is eligible for membership in the Association upon making proper application and agreeing that, if accepted into membership, such Member will abide by and be bound by the Constitution and by the rules and regulations of this Association now in force and which may hereafter be adopted by the Members and Directors of this Association.

Section 2.
The Annual Meeting of the Members shall be held at such time and place as may be designated by the Board of Directors or President. At each Annual Meeting of the Members, the officers of the Association shall give a general report of the business of the preceding year and all actions taken by the Board of Directors during that time and of the current financial condition of the Association.

Section 3.
Special Meetings of the Members may be called by the Board of Directors, or by fifteen (15) Members from each Directorial District. The business transacted shall be limited to that stated in the call.

Section 4.
No Officer, Director, or Member shall sign any notes or other evidence of indebtedness in the name of the Association, unless specifically authorized to do so by action of the Board of Directors.

Section 5.
Complaints against the Association may be submitted to the Secretary-Treasurer and shall be in writing accompanied by a deposit of Ten Dollars ($10.00). The Secretary-Treasurer shall submit said complaint to the Board of Directors for action and if said complaint is determined to be justified, the deposit shall be returned to the Complainant.

Section 6.
Complaints against any Member or other person must be made in writing and signed by the Complainant, and, unless made by the Secretary-Treasurer, accompanied by a deposit of Ten Dollars ($10.00), which shall be forfeited if the Board of Directors determines the complaint unjustified. If the complaint is determined to be justified, the deposit shall be returned to the Complainant.

Section 7.

If any Member or other person is charged, in writing, to the Secretary-Treasurer, with misrepresentation as to the pedigree of any animal bred or owned by him/her, or with willful misrepresentation concerning any other fact concerning any animal owned or bred by him/her, or with any conduct detrimental to the Association, the Secretary-Treasurer shall, within thirty (30) days, have a complaint prepared setting forth the alleged improper acts of said Member or other person. After preparation of the complaint, the Secretary-Treasurer shall notify the Executive Committee and the Executive Committee shall set a time and place for hearing. A copy of said complaint, together with notice of the time and place of a hearing on said charges, shall be served upon said Member or other person by certified or registered United States mail, return receipt requested, or personally by a person qualified to serve legal writs who shall make due return of said service. The hearing shall be held not less than thirty (30) days nor more than ninety (90) days after service of such notice.

Said charges may be heard by the Board of Directors or the Executive Committee or appropriate Committee as designated by the Executive Committee or Board of Directors at a special or regular meeting. Any director or Member having a financial interest in the outcome, or who is a Complainant or Defendant, shall be disqualified from participating in the decision of the Board of Directors or any Committee empowered to hear the complaint.

Said Member or other person may be represented by an attorney at said hearing and may present any evidence he/she may have bearing on the charges made against him/her and may cross- examine any witnesses against him/her. Procedure at said hearing shall be informal and neither party shall be bound by the normal rules of evidence. Said hearing may be recessed from time to time.

After hearing all evidence, the body hearing said evidence shall make findings, and a decision in writing, a copy of which shall be furnished the person so charged, and Complainant, and to the Board of Directors, if the Board of Directors did not make the decision. Both Complainant and Defendant shall have at least thirty (30) days notice of said decision prior to consideration of that decision by the Board of Directors. If the Board of Directors by two-thirds (2/3) majority of those voting find that the charges (or some of them) are true, they may:

• a. Suspend the membership (if the one charged is a Member) for a definite period of time or place him/her on probation until he/she makes restitution to those wronged by his/her acts, or expel him/her from membership.

• b. If the person charged is not a Member, they may deny him/her future membership and use of the Herd Register.

Section 8.
No person, after the date he/she has been denied the privileges of the Association, shall be allowed to register any animal with the Association.

Section 9.
On and after such time as any Member has been suspended, expelled or denied further Association privileges, the Association shall not accept the signature of such person on registration applications, or breeders certificates evidencing breeding taking place after date of suspension or expulsion or signature of such person's spouse on animals owned by such person.

Section 10.
Signatures will be honored, however, on transfer reports and bills of sale for the purpose of allowing such disciplined person to transfer goats recorded in his/her ownership at the time of the disciplinary action.

Section 11.
Written leases filed with the Association prior to the time of the disciplinary action and covering goats owned by the disciplined person shall be valid and the signatures of the lessee shall be accepted during the term of such lease, but for no renewal thereof.

ARTICLE V. BOARD OF DIRECTORS

Section 1.
The Board of Directors shall have the power and authority to make, amend, repeal and enforce rules and regulations not contrary to law, the Certificate of Incorporation or this Constitution as they may deem expedient concerning the conduct, management and activities of the Association, all, however, subject to revisions or amendment by the Members under the procedure as follows:

• a. Under petition to the Secretary-Treasurer, by no less than three percent (3%) of the Members petitioning from each Directorial District, the proposal to revise or amend action of the Board of Directors shall be submitted to the Members by mail by the Secretary-Treasurer in the next general membership mailing, provided that mailing occurs within ninety (90) days of the receipt of said petition. Otherwise a special mailing must occur. Calculation of Members eligible to petition shall be based on those Members as of March 1 in the year of the Board action, and in good standing as of the date of petition submission to the Secretary-Treasurer.

• b. The voting shall be closed forty-five (45) days after the referendum has been mailed to the Members.

• c. Within thirty (30) days following the vote, the Board of Directors shall provide for the tabulation of the vote and declare the results. The referendum shall become eligible when a favorable vote has been declared.

• d. The petition must be submitted to the Secretary-Treasurer within twelve (12) months from the date of the Board action. For referendum purposes only, the date of action for decisions made by postal ballot shall be based on the date of the annual meeting at which these decisions were presented and reviewed.

Section 2.
The term Director, as used in this Constitution or the Bylaws made pursuant to this Constitution, shall be a person who has been elected by the membership of a Directorial District.

Section 3.
The Board of Directors shall consist of the eligible number of Directors elected by the Members of the Directorial Districts into which the territory of this Association is divided.

Section 4.
In Directorial Districts having more than one State, at least one Director must be domiciled in a State other than that of the other Directors of that District.

Section 5.
The Directorial Districts shall be created to facilitate equitable representation of all sections of the U.S.A. There shall be no less than eight (8) Directorial Districts.

Section 6.
The number of Directors shall not exceed forty (40).

Section 7.
Directors shall be elected for three (3) year terms and each District shall elect at least one (1) Director each year and no more than two (2) for full terms in any one year.

Section 8.
Each state shall be located entirely within one district.

Section 9.
Qualifications

• a. A Director must hold an individual membership in the Association and be a natural person at least twenty-one years of age;

• b. A Director must be domiciled in the District he/she is elected to represent.

Section 10.
All meetings of the Board of Directors shall be open to the Members of the Association subject to supervision by the Board of Directors; provided, however, that an executive session may be invoked only on request of a Member when the reputation of that Member may be damaged or for the discussion of the purchase of property.

Section 11.
All voting by Directors, except the election of officers, shall be by record vote so that it can be determined how each Director voted.

Section 12.
Only Directors shall have the right to vote, make and second motions in meetings of the Board of Directors.

Section 13.
The President shall be the Chairperson of the Board of Directors and have a vote, in the case of tie, in addition to his/her vote as a Director.

Section 14.
Any action taken at a meeting of the Board of Directors shall be submitted by mail to all the Directors for approval, by majority of votes returned, before it becomes effective, unless a majority is present and votes for the action, in which case it shall be effective at once.

ARTICLE VI. ELECTIONS
Section 1.
Any Director or Officer may be recalled by petition of a two- thirds (2/3) vote of the membership with the right to vote thereon.

Section 2.
Vacancies on the Board of Directors shall be filled for the unexpired term of the vacancy at the next regular election.

Section 3.
The Secretary-Treasurer shall compile a complete list of Members as of March 1 of each year and only those Members may participate in the elections provided for hereafter.

Section 4.
On or before May 1 of each year the Secretary-Treasurer shall compile a complete list of Members as of March 1 of that year and shall mail a copy to each Member. The Members shall be listed in alphabetical order in separate lists for each state. The states comprising a Directorial District shall be grouped together under the name of their district.

On or before May 1 of each year, the Secretary-Treasurer shall mail each Member a blank primary ballot. In the explanation accompanying the primary ballot, the Secretary-Treasurer shall:

• a. explain the number of Directors to be elected;

• b. instruct the Members to make one nomination for each vacancy;

• and, c. direct the Member to mail his/her primary ballot in the return addressed envelope.

No nomination ballots received after June 1 of that year shall be counted. Not later than June 5, a Certified Public Accountant appointed by the President shall complete tabulation of all votes cast on the sealed ballots. The Certified Public Accountant shall mail a complete tabulation of all votes to the Secretary-Treasurer, as well as the Executive Committee, within two (2) days after the tabulation is made. The Secretary-Treasurer shall draw up a slate of two (2) candidates for each vacancy from those receiving the highest number of votes from each district, provided they are eligible as set forth in the Constitution and Bylaws. In the case of a tie vote, the candidate who has held a continuous individual membership in the Association for the longest time shall be chosen. The Secretary-Treasurer shall promptly notify each candidate that has been selected by the primary balloting as a candidate for Director for his/her district and that his/her name will be included accordingly on the voting ballot for electing Directors unless he/she notifies the Secretary-Treasurer within twenty-four (24) hours that he/she declines the nomination. In the event a candidate declines nomination, the eligible candidate that received the next highest number of votes shall be substituted.

Section 5.

• a. On or before July 15, the Secretary-Treasurer shall send ballots with return envelopes to all Members, exercising due care that each Member shall be provided with the ballot intended for the Directorial District in which the Member resides; and he/she shall instruct the Member to return his/her ballot in the addressed return envelope. No ballots received after August 5 will be counted. Not later than August 10, the same Certified Public Accountant appointed for the primary balloting shall complete tabulation of the sealed voting ballots. The eligible candidates receiving the highest number of votes in each District shall be declared elected. Ballots containing votes for a greater number of candidates than there are vacancies shall be void.

• b. Within two (2) days after tabulation of the voting, the Certified Public Accountant shall mail to the Secretary- Treasurer, as well as to the Executive Committee, a complete tabulation of the voting ballots. The Secretary- Treasurer shall promptly send a formal notification to each of the candidates declared elected. In the case of a tie vote in the election of Directors, the candidate who has held a continuous individual membership in the Association for the longer time shall be declared elected

Section 6.

• a. The Secretary-Treasurer shall have prepared the following form of ballot: At the top of the ballot shall be the name of the Association, also the name of the Directorial District for which the particular ballot is intended and the names of the States comprising the District. The election ballot shall contain an instruction to the voter to vote for the candidates for Directorship from his/her District by making crosses in the spaces provided. Space shall be provided for writing in any additional names. The instructions to the voter on the primary ballot shall inform him/her as to the eligibility for candidates for Director consistent with the Constitution and Bylaws of this Association.

• b. Each ballot shall have attached-by-perforation a stub. The stub shall have a designated place for the signature of the voter, his/her printed name, his/her membership number, and his/her State and Directorial District. The signature stub shall read: The Member shall mark his/her ballot in accordance with the instructions printed on the ballot. He/she shall then sign the signature stub and return ballot and stub in the envelope provided, following the instructions listed on enclosed "Ballot Envelope." Instructions on the Ballot Envelope shall read:
  
  1. After marking Ballot, sign and detach "Signature Stub."
  
  2. Place ONE BALLOT ONLY in this envelope and seal. If more than one ballot is in this envelope, those ballots shall be voided.
  
  3. Place both this envelope and "Signature Stub" in the return envelope provided herewith, and mail.

• c. Upon receipt by the Certified Public Accountant, Signature Stubs will be deposited in a receptacle separate from Ballot Envelopes prior to the opening of the latter. When ballot envelopes are opened, it will not be possible to match Ballots with Signature Stubs. Secrecy of balloting will thus be assured.

• d. If upon examination of the signature stubs by the Certified Public Accountant there appears dishonest balloting, the Certified Public Accountant shall make a complete report and mail it immediately to the Executive Committee for appropriate action. The Executive Committee shall make forthwith a complete report to the Board of Directors.

Section 7.
The election procedure of this article shall apply to both the primary and final election of Directors.

ARTICLE VII. OFFICERS
Section 1.
The Officers shall supervise the business of the Association as ordered by the Board of Directors in accordance with the Constitution and the Bylaws. The Officers of the Association shall be the President, First Vice President, Second Vice President, Secretary-Treasurer and such other Officers as may be authorized from time to time by the Board of Directors.

Section 2.
Officers shall hold office for a period of one year or until their successors are elected.

Section 3.
All Officers except the Secretary-Treasurer must be Directors.

Section 4.
No Officer may hold the same office for more than three years in succession except the Secretary-Treasurer.

Section 5.
Officers shall be elected annually with nominations from Board of Directors. There shall be no nominations from a nominating committee. There shall be at least two nominations for each office.

Section 6.
In addition to those duties prescribed otherwise by the Constitution and Bylaws, the Secretary-Treasurer shall:

• a. Conduct the business of the Association as ordered by the Board of Directors in accordance with the Constitution and Bylaws.
• b. Keep on file all documents constituting the authority for pedigrees and for entries to the Production Record, and hold them subject to inspection of any member.
• c. Prepare detailed minutes of all business meetings and shall enter these minutes in a well-bound book as a permanent record. He/she shall exercise due diligence in preparing the minutes so that they may be correct in every detail, as far as possible. Send a condensed form of the minutes, including a summary of all Board action and other items of general interest, along with a report of the financial condition of ADGA to the membership as soon as possible after the Annual Meeting. Copies of the detailed minutes to be prepared for distribution to all members requesting the same.
• d. Give a bond with Corporate Surety for full value of all assets of the Association under his/her control.
• e. Not obligate the Association for any accounts, contracts, or indebtedness, except by the approval of the Board of Directors.

ARTICLE VIII. EXECUTIVE COMMITTEE
Section 1.
The Executive Committee shall consist of the President, First Vice President, Second Vice President, immediate past President, if a Director (to serve no more than one year), and any Director(s) the Board of Directors may elect to the Executive Committee. The Secretary-Treasurer shall be a titular Member of the Executive committee.

Section 2.
The Executive Committee shall have no more than five (5) Members.

Section 3.
Duties. The Board of Directors shall prescribe the duties of the Executive Committee.

ARTICLE IX. COMMITTEES
The President shall create those Standing and Special Committees necessary for the orderly operation and progress of the Association.

ARTICLE X. AUDIT
The accounts of the Association, previous to each annual meeting shall be audited by a Certified Public Accountant appointed by the President. Such audit shall include an inventory of all property belonging to the Association, and such audit and inventory shall be mailed by the Secretary-Treasurer to any Member upon request of said Member.

ARTICLE XI. LIABILITY
The property of Members, Directors, and Officers shall not be subject to the payment of corporate debts to any extent whatever.

ARTICLE XII. AMENDMENTS
Methods. This Constitution may be amended by two-thirds (2/3) majority of the Members voting. All amendments shall be submitted to the Members by mail. Eight Directors from at least three (3) Districts or twenty (20) Members from each Directorial District may propose an amendment. When an amendment has been proposed, it shall be submitted to the Standing Committee on Constitution and Bylaws for examination and approval as to form and legality. If this Constitution and Bylaws Committee does not submit its approval within sixty (60) days after submission, the proposed amendment shall be deemed and approved as to form and legality. If disapproved, the specific reasons for such shall be given in writing at the time of notification to the Secretary-Treasurer who shall make them available to the petitioning parties.

ARTICLE XIII. PROCEDURE
Section 1.
The issue in all voting shall be determined by majority of the votes cast, unless specifically provided otherwise.

Section 2.
On all questions of parliamentary procedure, Robert*s Rules of Order shall govern, unless the Board of Directors shall provide otherwise.