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National Sebastopol Geese Association

By-Laws

This Constitution shall go into effect May 1, 2017.

Adopted at the formation of the Association May 2017.


 

Article I.Name

(a)     The name of this nonprofit Association is: National Sebastopol Geese Association; also hereinafter referred to as the Association, or “NSGA”

(b)     The association’s mailing address shall be that of the Treasurer. Upon incorporation, the Association shall maintain a registered office as required by statute, at which it shall maintain a registered agent.  The registered office may, but need not, be identical with the mailing address or any principal office, and the address of the office may be changed from time to time by the Officers.  The Association may also have offices and places of business at such other places as the Officers may from time to time determine.

 

Article II.Purpose

(a)     General:  The Association is organized to conduct any lawful business and engage in any lawful act or activity consistent with Federal and State law, including such laws governing not-for-profit. Delaware corporations.

(b)     No part of the net earnings of the Association shall inure to the benefit of, or be distributed to, its members, directors, or trustees, Officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payment and distributions in furtherance of the purpose of the Association.

(c)     Specific: To promote true type Sebastopol geese by breeders, exhibitors & judges; advance the true interest of the breed; encourage breeding for productions of standards set forth by the American Poultry Association; and to bring awareness of breed characteristics to the attention of the world.

Article III.Code of Ethics

NSGA promotes the following fundamentals precepts and expects its members to conduct themselves in such as follows

(a)     Be forthright when advertising; use ethical business methods and reliable methods in sales of hatching eggs and stock;

(b)     Advertise only true and accurate statements regarding show winnings or awards;

(c)     Refrain from degrading, derogatory, demeaning or slanderous statements about other members or the Association, either in print or spoken;

(d)     Refrain from advertising any office or position within the Association for the purpose of personal gain;

(e)     Acknowledge that accepting a position as an Officer requires being willing and able to carry out said duties of the office;

(f)     Acknowledge that the Association has no responsibilities regarding sale of stock or hatching eggs, to include any debts acquired.  

Article IV.Membership

(a)     All members are required to pay yearly dues. Yearly Dues are to be paid no later then March 1 of each year. 

(b)    Any person that is of good character and shows interest in the advancement of the Sebastopol Goose is eligible for membership.  Application is available through the Secretary and via website and to be accepted, must be accompanied by the appropriate Annual Dues as set forth in Subsection (c) below.  

(c)     Annual Dues shall be set by the officers, and shall be published in a Schedule on both the website and in each newsletter, the dues are as follows

 

(i)     Adults (18+) $20.00

(ii)     Family (2+ in same household) $30.00

(iii)    Junior (Under 18) $FREE 

(iv)     Foreign (US funds) $25.00

(d)     Membership forms and current Annual Dues amounts shall be available on the Association’s website by January 15th of each year.

(e)     Each membership will receive the following:

                (i)      Quarterly newsletter via email

               (ii)      Advertising of sales/farm name in newsletter

               (iii)    Membership card

               (iv)    Membership directory

                (v)    Hard copy of newsletter will be available for an additional cost to cover printing and postage.

                (f)     Junior members will receive all benefits of an adult member except the rights to vote.

               (g)     Junior members will also be eligible for Association awards.

Amendments made  to Article IV. Memberships:   Due Date of annual due, and Junior membership price.  

 

Article V.Misconduct

(a)     Charges of misconduct must be submitted in writing to the President of the Association.  At that time the submitted charges shall be reviewed by the Officers and the District Directors. The Officers and the District Directors at that time, with a majority vote, may vote to suspend for a given time or expel the member, and revoke all rights of the membership of the Association.  

(b)     Appeals may be submitted to the Officers and the District Directors via email or certified postal mail to the Secretary’s address within fifteen (15) calendar days of the notice of the suspension or revocation of membership. The appeal will then be presented for a vote with majority ruling from all active club members.The majority vote will be the final decision.

(c)     Any Officer may resign his or her position in writing with thirty (30) calendar days’ notice to the President of the Association.

 

Article VI.Districts

(a)     The United States shall be divided into no more than 12 Districts.

               (i)     Each District will be required, beginning the year of 2018, to hold one meeting and beginning no later than 2020, exhibition shows, to include working with other clubs. 

              (ii)     Meetings and exhibitions will be rotated state by state annually to allow all members to attend.

 

The District Directors will also coordinate a National Meet, beginning no later than 2020. The National Meet will take place throughout Districts 4, 5, & 8 rotating annually by states and Districts.  The districts will be divided as follows:

(iii)  District 1:  Maine, Massachusetts, New Hampshire, Vermont, Rhode Island, Connecticut.

(iv)  District 2:  New York, New Jersey, Pennsylvania, Delaware, Maryland

(v)   District 3: Ohio, Michigan, Indian, Illinois, Wisconsin

(vi)  District 4:  Iowa, Kansas, Minnesota, Missouri, Nebraska, North Dakota, South Dakota

(vii) District 5:  Florida, Georgia, North Carolina, South Carolina, Virginia, District of Columbia, and West Virginia.

(viii) District 6: Alabama, Kentucky, Mississippi, Tennessee

(ix)  District 7: Arkansas, Louisiana, Oklahoma, Texas

(x)  District 8:  Alaska, California, Nevada, Hawaii, Oregon, Washington

(xi) District 9:  Arizona, Colorado, Idaho, Montana, New Mexico, Utah, Wyoming

(xii) District 10:  Canada

(b)    District Directors that do not fulfill the expected duties will be removed by the board.  A new Director shall be appointed within thirty (30) days.

(c)     Any communication from the Associations’ Officers to a District Director shall be responded to within thirty (30) days. Should the Director not respond, a second request will be sent.  Should the Director not, reply within fifteen (15) days, a successor will be appointed immediately.

(d)     District Directors will also accept responsibilities that are included in any code of conduct reviews.

(e)     Prohibited Actions. Anything in this section to the contrary notwithstanding, no Director shall have authority to authorize or take any of the following actions, all of which are reserved to the Officers:

           1)     Make, alter or repeal any By-Law of the Association;
           2)     Elect or appoint any Member or Director, or remove any Officer, Director or Member;
           3)     Submit to Members any action that requires Members’ approval;
           4)     Amend or repeal any resolution previously adopted by the Officers; or
           5)     Bind the Association in any way, to pledge the Association’s credit or to render the Association liable for any purpose or in any amount.

Article VII.Officers

(a)     Except as otherwise provided in the articles or in these bylaws, with unanimous approval of all Officers, any Officer, Officers agent, or agents may enter into any contract or execute any instrument in the name of and on behalf of the Association. This authority any be general or it may be confined to one or more specific matters. No Officer, agent, employee, or other person purporting to act on behalf of the Association shall have any power or authority to bind the Association in any way, to pledge the Associations credit, or to render the Association liable for any purpose or in any amount, unless that person was acting with authority duly granted by unanimous approval of all Officers, or unless an unauthorized act was later ratified by the Association.

(b)     The Officers of the Association shall be:  President, Vice President, Secretary I, Secretary II, Treasurer and Public Relations. The duties of the Officer shall include, but not be limited to:

          (i)     President- presides at any meetings held, acts in an advisory capacity, if voting is at a deadlock the president with serve as a tiebreaker.  The President will also perform such duties that are usual and customary that are herein not delegated.  President also has the right to bring a question to vote.

         (ii)    Vice President- Preside in the absence of the President, research and communicate to the Membership national, local and legislative issues and information pertinent to the membership and Association, assist the President as requested, and assume the office of the President, should vacancy occur, for the unexpired term.

        (iii)    Secretary I- Responsible for meeting planning, submissions for newsletter, and mailing newsletter via email or hard copy. Record and maintain minutes of all meetings. Also acts as Election Commissioner for all elections and special elections, assists the President as requested.

        (iv)     Secretary II- Responsible for yearly membership renewals, upkeep of member directory, recording of show results as submitted (verified proof), upkeep of points, and awards, and assist the President as requested.  

        (v)      Treasure- Receive and disburse funds with appropriate authorization, maintain financial records, prepare a year-end financial report, and assist the President as requested.

       (vi)      Public Relations- Responsible for providing show dates and times and assist in Promoting the Association, other duties as delegated.

Article VIII.Nominations and Elections

(a)     Officers and District Directors shall be elected by the Membership for a two (2) year term. Officers are limited to two (2), two-year terms in any one office.

(b)      Any Officer may be removed from Office at any time by the affirmative vote or two-thirds of the other Officers in office, whenever in their judgment the best interest of the corporation would be served thereby.

(c)      Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by unanimous approval of the other Officers for the unexpired portion of the term. 

(d)     Each Officer and Director shall hold office until a successor is elected and qualified or until such Officer’s or Director’s earlier resignation or removal. Any Officer or Director may resign at any time upon thirty (30) days written notice to the Association.

(e)     Such election of Officers and Directors shall be by the affirmative vote of a majority of the Membership the form of  written ballots, that will be made available in the October edition of the Sebbie World Newsletter; even years.  

(f)     Incoming Officers and Directors shall be elected the last Quarter of Even numbered years.

(g)    Outgoing Officers and Directors shall serve until their successors have been duly elected.

(h)    At least ninety (90) days prior to the election meeting, the president shall appoint a Nomination Committee of three members who are not Officers to be in charge of elections. Members interested in seeking elections as Officers or Directors shall be solicited by this Committee through a general mailing to the membership, at least thirty (30) days prior to the election. This Committee will draw up a slate of nominees, who will have agreed to serve.

(i)     Members interested in seeking election as Officers or Directors shall submit a letter of intent to the Nomination Committee no later than August 30 of even years.

(j)      Any ballot post marked after November 15 will not be counted.

(k)     Incoming Officers shall commence office February 1 of each year following election. .

 

Article IX.Meetings

(a)     Annual Meetings will be held at National Meets

(b)      In the absence of an Officer at any meeting a chairman, shall be chosen and a clerk will be appointed. A copy of minutes will be sent to the proper Officer.

(c)     Ten (10) members shall constitute a quorum at an Annual meeting. Business items requiring a vote shall be considered passed with assent from a majority of those present at the Meeting

(d)    Five (5) members present at a District meeting will constitute a quorum for District meetings.

 

Article X.Finances

(a)     The Treasurer will release a financial statement that the Secretary will retain a copy of covering all receipts and distribution of monies.

(b)    The financial statement shall be received prior to February 15 of each year for the prior Fiscal Year.

 

Article XI.Club Contest and Awards

(a)     All contest and Awards will be announced in the quarterly newsletter.

(b)    All awards will be selected by the Officers.

 

Article XII. Publications

(a)     A quarterly newsletter, titled “Sebbie World” may be published and emailed in the following months. January, April, July, & October, in the first week of each month.

(b)    A full membership directory will be included with the April edition of the Sebbie World.

(c)     In each edition of the Sebbie World there will be a requisition for a hard copy of the following newsletter. There will be an additional fee of $5.00 for a hard copy to cover printing, and postage cost.

(d)    Special notices will be e-mailed as necessary.

(e)   Members are responsible for providing updated emails and contact information for receipt of the newsletter and member directory.

 

Article XIII.Amendments

(a)     Proposed amendments to the initial By-Laws may be submitted to the Secretary I up to ninety (90) days after initial publication, and approved by a majority ruling by of the Officers.

(b)    After the initial ninety (90) day amendment period, amendments to these by-laws must be submitted in writing to the Secretary I, and presented to the members for vote of approval.

(c)    These by-laws may be amended by a majority vote of the members present and voting at a general meeting, provided notice of such submission of such amendment is given in writing through electronic mail at least thirty (30) days in advance of the meeting at which action is to be taken. Amendments may also be made at a special meeting.

 

Article XIV.Miscellaneous

(a)     Grants, Contracts, Etc., How executed. Any Officer or Officers, agent or agents, may make, enter into, execute and deliver any grant, contract or other instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. Unless authorized so to do by unanimous approval of all Officers, no Officer, agent or employee shall have any power or authority to bind the Association by any grant, contract or engagement, or to pledge its credit or to render it liable pecuniary for any purpose of in any amount.

(b)     Checks, Drafts, Etc. All checks, drafts or other evidences of indebtedness issued in the name of the Association shall be signed or endorsed by such one or more Officers, agents or employees of the Association.

(c)     Deposits. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies, mutual funds, or other depositories as the Officers may from time to time designate, or as may be designated by any Officer, agent or employee of the Association to whom such power may be delegated, and for the purpose of any such deposit, all checks, drafts, and other orders for the payment of money which are payable to the order of the Association may be endorsed, assigned and delivered by any Officer of the Association.

(d)     Indemnification. The Association shall, and hereby does, indemnify each of its present and former Directors and Officers and agents and any other person who may serve or have served, against expenses and necessarily incurred by her or him in connection with the defense of any action, suit or proceeding in which he or she is made a party by reason of being or having been a Director, Officer or agent of the Association, provided the Director, Officer or agent acted in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the Association, and provided further that if such indemnity is with respect to the criminal proceeding, the Director, Officer, or agent had no reasonable cause to believe the conduct was unlawful.

(e)     Fiscal Year. The fiscal year of the Association shall commence on January 1 and end on December 31.

(f)      Seal. The Officers shall provide a corporate seal which shall be in the form of a circle and shall bear the full name of the Association and the year of its incorporation.