Bylaws
Vermont Sheep & Goat Association Bylaws
Revised: 1/28/23
Article I. Name and Objectives
| Section A. | The name of the organization shall be the Vermont Sheep and Goat Association, Inc., hereinafter referred to as VSGA. | ||
| Section B. | The objectives of the VSGA are as follows: | ||
| 1. | To promote increased consumption of sheep and goat dairy products, meat and fiber products through the development, implementation, or support of promotion programs. | ||
| 2. | To encourage, develop, and promote educational programs about sheep and goat products. | ||
| 3. | To work for increased industry profitability by working to find improved methods of production, marketing, and distribution of sheep and goat products. | ||
| 4. | To encourage and support participation with individual youth and youth programs such as 4-H and other similar activities. | ||
| 5. | To hold membership in the American Sheep Industry Association and to represent the interests of VSGA in that organization. | ||
| Section C. | The VSGA shall not be conducted or operated for profit and no part of any profit or remainder or residue from dues or donations to the VSGA shall inure to the benefit of any member or individual. | ||
| Section D. | The VSGA is open and welcome to all. We do not discriminate against anyone based on gender, sexual orientation, race, ethnicity, religion, or any other status prohibited by applicable law. We work towards upholding respect and tolerance within the Vermont sheep and goat community. | ||
Article II. Amendments
| Section A. | The by-laws may be amended by a two thirds (2/3) vote of members present at the Annual Meeting, or at a Special meeting called and warned for that purpose. |
Article III. Membership and dues
| Section A. | Membership Eligibility | ||
| 1. | Membership is open to all individuals who agree to abide by the by-laws of the VSGA. | ||
| 2. | Each applicant for new or renewal membership shall apply on a form as approved by the Board of Directors and enclose the applicable dues. | ||
| Section B. | Membership Categories and Voting Privileges | ||
| 1. | Members are producers of sheep and goat products, those that serve the sheep and goat industries, and other interested parties. These members may be individuals or family members. Only those who are at least 18 years old may vote on matters pertaining to the VSGA. No member may vote if his/her dues have not been paid for the current fiscal year. Each regular member in good standing, including each of up to two persons in a family membership, shall be entitled to one vote at any meeting of the VSGA at which he/she is present. Proxy voting shall not be permitted at any VSGA meeting or election. | ||
| Section C. | Dues | ||
| The annual dues for Regular members shall be determined by the Board of Directors. The annual dues are payable on or before January 1 of each year. No member may vote whose dues are not paid for the current fiscal year. New members who pay dues after October 1 shall not be required to pay dues for the following year. | |||
Article IV.
| Section A. | Notice | ||
| 2. | Board Meetings: Notice of the Regular and Special Board Meetings shall be communicated by the Secretary of the VSGA to the Board of Directors at least 7 days prior to the meeting. VSGA members are encouraged to attend Board Meetings but shall not make and/or vote on “motions”. | ||
| 3. | Notice for all meetings (Membership Meetings, Board of Director Meetings, and Special Meetings) shall be done via regular mail, texts, e-mails, or other currently accepted means of communication as determined by the VSGA Board of Directors. | ||
| Section B. | Quorum and Action | ||
| 1. | The quorum for Annual, Regular, and Special Membership Meetings shall consist of 20% of the membership or 15 members, whichever is lower. | ||
| 2. | The quorum for all Board meetings shall be 50% of the Board of Directors membership. The immediate past president shall not be included in the quorum requirement. | ||
| Section C. | Special Membership Meetings | ||
| 1. | Special Membership Meetings may be called by the President, by written request of 3 members of the Board of Directors, or by written request of five or more VSGA members good standing. | ||
| Section D. | Regular Board Meetings | ||
| 1. | As soon as practicable after the conclusion of elections at each Annual Membership Meeting, the Board of Directors shall determine by vote of a majority of the Board members the intervals at which Regular Board Meetings shall occur. During the Official Year, Regular Board Meetings shall be held at the determined regular intervals, unless the interval schedule is revised by a subsequent vote of a majority of the members of the Board of Directors. | ||
| Section E. | Special Board Meetings. | ||
| 1. | Special Board Meetings may be called by the President or three members of the Board of Directors. | ||
| Section F. | Annual Membership Meeting | ||
| 1. | The Annual Membership meeting will held at a time and place determined by the Board of Directors. | ||
| Section G. | Meeting Format-Virtual Attendance Meetings | ||
| 1. | Subject to the approval of the Board of Directors; the Secretary may conduct any properly noticed meeting in a manner that allows some or all of the members, directors, or officers to attend the meeting by means of any electronic or telecommunications mechanism, including video-conference telecommunications such as Zoom or Microsoft Teams; provided the telecommunications method used allows meeting participants to hear the meeting and allows participants the opportunity to speak and be heard during the meeting. A Virtual Meeting shall be hosted and/or implemented by the Secretary or by someone appointed by the Secretary. A member, director, or officer shall not be deemed present at a meeting if it is impossible for the member, director, or officer to hear the meeting or to speak or be heard during the meeting. The fact that a meeting host technologically mutes the meeting participants for purposes of maintaining the clear and orderly conduct of the meeting shall not mean, that it was “impossible” for a member, director, or officer to hear, speak, or be heard at the meeting, however, the meeting host shall enable all meeting participants to speak in the same manner as they would be entitled to speak if they were physically present at the meeting. | ||
Article V. Fiscal/Official Year
| Section A. | Fiscal | ||
| The VSGA’s fiscal year shall begin on the first day of January and end on the 31st day of December. | |||
| Section B. | Official Year | ||
| 1. | The VSGA’s official year shall begin immediately at the conclusion of elections at the Annual Membership Meeting and shall continue through the conclusion of elections at the next Annual Membership Meeting. | ||
Article VI. Officers, Directors, and Duties
| Section A. | Board of Directors | ||
| 1. | The Board of Directors shall be comprised of the President, Vice-President, Treasurer, Secretary, immediate Past President, and up to five regular VSGA members in good standing. | ||
| Section B. | All Officers shall be elected to one year terms. All Directors shall be elected to two-year terms with two directors elected on odd years and three directors elected on even years. | ||
| Section C. | Duties | ||
| 1. | President-The president shall perform the duties of and have supervision on such matters as may be delegated to the President by the VSGA members. The President shall preside at all meetings of the VSGA and/or the Board of Directors. The President shall be a member ex-officio of all standing committees. | ||
| 2. | Vice-President – The Vice President shall perform all duties of the President in the latter’s absence. | ||
| 3. | Secretary – The Secretary shall keep a record of all VSGA membership meetings and the VSGA Board of Directors meetings. The Secretary shall have charge of the correspondence, notify members of meetings and VSGA functions, provide new members with a copy of this document, and maintain a roll of members with their addresses. The Secretary shall be responsible for ensuring that arrangements are made for any virtual attendance at meetings and shall either act as technological meeting host or appoint a person to act as technological meeting host. | ||
| 4. | Treasurer- The Treasurer shall diligently manage the fiscal affairs of the VSGA. The Treasurer shall receive all appropriate funds and timely pay all legitimate VSGA debts. The Treasurer shall keep accurate records of all financial transactions and be prepared to report on the state of the VSGA’s financial status. The Treasurer shall notify members and others of their indebtedness and endeavor to collect those debts, reporting delinquent payments to the Board of Directors. At the Annual Membership Meeting the Treasurer shall render an accounting of all monies received and expended during the previous year. | ||
| 5. | The duties of the Directors shall include, but not be limited to, assisting the officers of the VSGA as required, being mindful of the needs of the VSGA membership, actively seeking prospective members, ensuring that VSGA adheres to all local, State, and Federal laws, voting on VSGA Board matters in the best interests of the VSGA, establishing a spending ceiling for the Treasurer for any incidental expenses and delegating other duties to the officers of the VSGA. | ||
| 6. | The general management of the VSGA’s affairs shall be entrusted to the Board of Directors. The Board of Directors shall also promulgate policies and rules to facilitate the management of VSGA’s affairs. | ||
| 7. | Officers and Directors shall not receive compensation for their services. A Director or Officer may receive compensation for services rendered in capacity other than that of a Director or Officer. | ||
| 8. | The Board of Directors shall have the authority to hire an individual(s) to perform some of the duties (bookkeeping and membership administration) otherwise delegated to the VSGA Treasurer and Secretary. | ||
Article VII. Elections and Vacancies
| Section A. | Nominations | ||
| 1. | Officers shall be elected at the annual meeting by the members present. All officers shall serve on the Board of Directors | ||
| 2. | Nominations for officers and members of the Board of Directors shall be presented by a nominating committee appointed by the Board of Directors or from candidates put forth by members at the annual meeting. | ||
| 3. | All VSGA members will be notified of upcoming vacancies in the officers/board of directors so that they might consider running. | ||
| Section B. | Vacancies | ||
| 1. | Any vacancies occurring on the Board of Directors during the Official Year shall be filled until the next election by a majority vote of all the members of the Board at the first Regular Board Meeting following the creation of such vacancy or at a Special Board Meeting called for that purpose, except that a vacancy in the office of President shall be filled automatically by the Vice President and the resulting vacancy in the Office of Vice President shall be filled by the Board. | ||
Article VIII. Committees
| Section A. | Appointment | ||
| 1. | The Board may each year appoint standing committees to advance the activities of the VSGA. Special committees may also be appointed by the Board to aid it on particular projects. The actions of the standing and special committees shall, at all times, be subject to the final authority of the Board. | ||
Article IX. Amendments
| Section A. | Procedure | ||
| 1. | These by-laws may be altered, amended. or repealed at any Regular, Annual, or Special Membership Meeting of the VSGA at which a quorum is present by two-thirds (2/3) vote of the member present and voting at the meeting. | ||
| Section B. | Notice | ||
| 1. | No amendment shall be out to vote unless written notice, stating the proposed amendment, shall have been provided to each member of the VSGA at least 14 days prior to the meeting at which the vote on the proposed amendment is to be taken. | ||
Article X. Dissolution
| Section A. | The VSGA may be dissolved at any time by the written consent of not less than two Thirds (2/3) of the members. In the event of dissolution of the VSGA, whether voluntary or involuntary, or by petition of law, none of the property of the VSGA, nor any proceeds thereof, nor any assets of the VSGA, shall be distributed to any member of the VSGA. After payment of the debts of the VSGA, any remaining property and assets shall be given to a charitable organization as chosen by the Board of Directors. |