Constition ByLaws

American Serama Association

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ARTICLE I
Name and Objects
SECTION 1.
The name of the club shall be American Serama Association.
SECTION 2.
The objects of the club shall be:
(a) To encourage and promote quality in the breeding of  American Serama, and to do all possible to bring their qualities to perfection.
(b) To encourage the organization of affiliated local American Serama Clubs in those areas where there are sufficient fanciers of the breed.
(c) To urge members and breeders to accept the standards of the breed as approved by the American Poultry Association, the American Bantam Association & the American Serama Association as the only standard of excellence by which Serama shall be judged.
(d) To do all in its power to protect and advance the interests of the breed and to encourage sportsmanlike competition at poultry shows;
(e) To conduct shows under the rules and Regulations of the American Poultry Association & the American Bantam Association and sanction Table Top showing at Stand-alone American Serama Shows and in conjunction with incase APA/ABA shows.
SECTION 3. The club shall not be conducted or operated for profit and no part of any profits or remainder or residue from dues or donations to the club shall inure to the benefit of any member or individual.
SECTION 4. The club shall adopt and may from time to time revise such by-laws as may be required to carry out these objects.
 

BY-LAWS
ARTICLE I
Membership
SECTION 1. Membership classes and Eligibility.
There shall be four (4) types of membership, open to all persons who subscribe to the purposes of this club and agree to abide by the Constitution and By-Laws.
 (a) Regular Membership. Regular membership is open to persons aged 18 years or older, who display a sincere, continuing interest in bettering the breed.  These members enjoy all club privileges including the right to vote, hold office, and are counted in a quorum, as long as the requirements for membership are met.
    (b) Household Membership. Regards the "household" as a single entity entitled to club privileges including the right to vote or hold office. Household membership entitles the members to two (2) votes in club elections, as long as the ballots are from persons otherwise eligible to vote. Dues rates for Household membership will be 1 ½ times the rate of Regular Membership.
    (c) Junior Membership. Junior members may participate in Club activities and receive Club publications; but may not vote or hold office. Dues will be waived for Junior Members under the age of 18 years with parental approval to join the ASA.   Junior Membership will not be voted in, but accepted once their application has been received, and the Junior notified of membership.  Junior membership may be converted to regular membership upon reaching their 18th birthday with payment of dues.
   (d) LifeTime Membership.  Individual only.  One time dues to be set by the Board of Directors and is                      Non-refundable.  Member will enjoy all club privileges including the right to vote, hold office and be counted in a quorum as long as the member abides by all rules, regulations and Code of Ethics.
SECTION 2.
 Dues.
Members Dues shall be paid in advance and shall be payable on or before the first day of January each year.  The amount of the Club's Annual dues shall be established by the Board of Directors.  No member shall be entitled to vote on any club business unless his/her dues have been paid for the current year and have been a member for at least three (3) months.   During the month of October, the Treasurer shall send to each member a statement of his dues for the ensuing year. For persons elected to membership during the last quarter of the year (October thru December), their dues will be considered paid through December of the following year.
SECTION 3.
Election to membership.
Each applicant for membership shall apply on a form as approved by the Board of Directors and which shall provide that the applicant agrees to abide by these constitution and by-laws. The application shall state the name, address, other pertinent information of the applicant.  Accompanying the application, the prospective member shall submit dues payment for the current year.  Applicants information will be posted on the club website.
SECTION 4.
Termination of Membership.
 Memberships may be terminated:
(a) By resignation. Any member in good standing may resign from the club upon written notice to the Secretary; but no member may resign when in debt to the Club. Dues obligations are considered a debt to the Club, and they become incurred on the first day of each fiscal year.
(b) By lapsing. A membership is lapsed and automatically terminated if such member’s dues remain unpaid 30 days after the first day of the fiscal year; however, the Board may grant an additional 30 days of grace to such delinquent members in meritorious cases. In no case may a person be entitled to vote at any Club meeting whose dues are unpaid as of the date of that meeting.
(c) By expulsion. A membership may be terminated by expulsion as provided in Article VI of these by-laws.
ARTICLE II
Meetings
SECTION 1. Annual General Meeting (AGM).
The Annual General Meeting of the Club shall be held in conjunction with the Club’s National Specialty Show, at a place, date, and hour designated by the Board of Directors. Written notice of the annual meeting shall be mailed and/or emailed by the secretary to each member at least 30 days prior to the date of the meeting. The quorum for the Annual General Meeting shall be 20% of the members in good standing.
SECTION 2. Special Club Meetings.
Special Club meetings may be called by the President or by a majority vote of the members of the Board who are present at a meeting of the Board, or who vote by mail; and shall be called by the Secretary upon receipt of a petition signed by 10% of the members of the Club who are in good standing. Such meetings shall be held at such a place, date and hour as may be designated by the Board of Directors. Written notice of such meeting shall be mailed and/or emailed by the Secretary at least 14 days and not more than 30 days prior to the meeting. The notice of the meeting shall state the purpose of the meeting and no other club business may be transacted. The quorum for such a meeting shall be 20% of the members in good standing.
SECTION 3. Board Meetings.
The first meeting of the newly elected Board shall be held in conjunction with the Incumbent Board. Other meetings of the Board of Directors shall be held monthly at such times and places as are designated by a majority vote of the entire Board. Meeting participation shall be by electronic, telephone, Internet or other means as agreed in advance by all Board members and as permitted by law. Such means must permit each Board Member equal access, provide for procedures for establishing quorum and recording votes, and establish how security issues will be handled. Written notice of each such meeting shall be mailed or emailed by the Secretary to each member of the Board at least 14 days prior to the date of the meeting. Mail voting is only acceptable if a detailed ballot is used to replace a Board member meeting and if the by-laws provide for;
1) a motion that is identical to the mail ballot
2) documentation or background material is available in advance, and
3) records will be kept by the Secretary.
The quorum for a Board Meeting shall be five (5) Board members voting.
Article III
Directors and Officers
Credentials for Officers and Board members
1) Must be in good standing with the Club
2) Must have been active or are active with APA or ABA event(s) pertaining to the American Serama
3) Must have owned American Serama
4) Must be eighteen years of age or older
5) Must have been a member  for 3 consecutive years.
Powers of the Board of Directors
1) The Board of Directors shall administer the affairs of the Club and may cause to be made for the Club, any lawful contract
2) The Board of Directors shall have the power to authorize expenditures on behalf of the Club from time to time. They may delegate by resolution to an Officer(s) of the Club, the right to employ and pay contracted persons for specific work.
3) The Board of Directors shall take such steps, as they deem requisite to enable the Club to acquire, accept, and solicit or receive, legacies, gifts, bequests, grants, settlements, endowments and donations of any kind whatsoever for the purpose of furthering the objectives of the Club.
4) General management of the Club’s affairs shall be entrusted to the Board of Directors.
Automatic Removal of Officers and/or Directors
A director shall automatically be removed from the Board;
1) Upon the effective date of a Director’s resignation; or
2) If found by a court to be of unsound mind; or
3) If a Director loses privileges with the APA or ABA
SECTION 1- Board of Directors
The Board will be comprised of President, Vice-President, Secretary and Treasurer and three (3) Directors. Three (3) of the Directors will be Regional Directors.  Members in good standing will vote for President, Vice-President, Secretary, Treasurer and the Regional Directors. Regional Directors will be one (1) for each Region set by the Board of Directors. All Officers and Directors shall serve four (4) years, staggered by election. First election shall be President, Treasurer, Western Director.  Next shall be Vice President, Secretary, Eastern Director and Central Director.
SECTION 2. Officers
President – Will only vote to break a tie vote of the Board.
(a) shall preside at all meetings of the Club and Board
(b) supervise the other Officers in the execution of their duties
(c) be ex-officio of all committees except the Nominating Committee
(d) see that all orders and resolutions of The Board of Directors are carried out
(e) Shall have duties and powers normally appurtenant to the Office of President in addition to those particularly specified in these By-laws.
Vice-President – one (1) vote Shall have all the duties and exercise the power of the President in case of the President’s death, absence or incapacity.
Secretary – one (1) vote
(a) conduct the correspondence of the Club
(b) issue notices of meetings of the Club and the Board of Directors
(c) keep minutes of meetings of the Club and the Board of Directors, and post in the Club Forum Members Only Section for the membership the minutes of the Annual General Meeting.
(d) have custody of all records and documents of the Club except those required to be kept by the Treasurer
(e) maintain the register of members, and notify members of their election to Office
(f) attend meetings and prepare the minutes of the meetings and;
(g) record all votes of all proceedings
(h) perform other duties as prescribed by the Board
If the Secretary is absent, the Board shall choose one of their numbers to act as Secretary.
Treasurer – one (1) vote
(a) keep the financial records including accounting
(b) have custody of the funds and securities of the Club and deposit all monies, securities and other valuables to the credit of the Club in a bank approved by the Board of Directors.
(c) Disburse the funds of the Club as may be directed and taking proper vouchers for such disbursements
(d) Render financial statements to the Board and membership at the AGM or when required by the Board or at any meeting.
(e) Sign checks with a second signature authorization listed at the Club's bank of the President.
(f) In conjunction with the Secretary, keep a current membership list, to do the appropriate mailings and/or emails.
(g) Treasurer's books shall be available for audit at the end of each club fiscal year, or any time desired by the BOD, by a committee appointed by the Board of Directors.
Retiring President
Shall assume the position of Advisor to the Board, with no voting privileges. The retiring President will remain in position on the Board for a period of two year following the end of their term in Office.
Regional Directors – (three positions)
 (a) Shall be responsible along with the other Board members of the Club, to conduct the Club’s business. Each Director has one (1) vote. If a Director ceases to be a resident of the Region they represent, the Board of Directors may assign a Director that resides in that region to finish the term of office.
(b) Shall advise the Board and membership of information within their Region
(c) Shall designate the State Representatives within their region.
(d) Be available to the membership within their Regions to discuss issues of interest and concern
(e) Take the issues of interest and concern to the Board for their members.
(f) Promote the American Serama Association and the American Serama within their region.
Regions shall be recognized as:
1) East
2) Central
3) West
These Regions may be reviewed every two (2) years for periodic adjustments of the zones.
SECTION 3. Vacancies. Any vacancies occurring on the Board or among the officers during the year shall be filled for the unexpired term of the office (until the next annual election) by a majority vote of all the then members of the Board; except that 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 IV
The Club Year, Voting, Nominations, Elections
SECTION 1. The Club Year. The Club’s fiscal (accounting) year shall begin on the first day of January and end on the last day of December. The Club's Official year shall begin on the first day of January and end on the last day of December.  There will be a transitional period with the newly elected Board and the Incumbent Board.  The Incumbent Board has 30 days from the date of the results of the election, to turn over all properties and records relating to the Offices within the Club. The newly elected club officers shall take office on January 1st.
SECTION 2. Voting. Each member in good standing, whose dues are paid for the current year, shall be entitled to one (1) vote at the AGM or any special meeting of the Club at which they are requested by the Board of Directors.  Proxy voting will not be permitted at any Club meeting or election. The annual election of Officers, Directors and amendments to the constitution and by-laws which shall be decided by written ballot cast by mail. The Board of Directors may decide to submit other specific questions for decision by the members by written ballot cast by mail, or by electronic voting via the internet.
SECTION 3. Annual Election. The election of Officers and Directors shall be conducted by secret ballot.  The ballots shall be counted by three (3) inspectors of election who are members in good standing and neither member of the current Board or candidates on the ballot, and who shall be chosen by the current Board. 
The nominated candidate receiving the greatest number of votes for each office shall be declared elected. If any nominee, at the time of the meeting, is unable to serve for any reason, such nominee shall not be elected and the vacancy so created shall be filled by the new Board of Directors in the manner provided by Article III, Section 3.
SECTION 4. Nomination and Ballots. No person may be a candidate in a Club election who has not been nominated in accordance with these by-laws.
(a) Nominations of eligible members may be made by written petition addressed to the Secretary and postmarked on or before September 15th, accompanied by the written acceptance of each nominee signifying his/her willingness to be a candidate. Only members of good standing shall be nominated candidates for the position of Regional Directors. No person shall be a candidate for more than one (1) position.   
(b)  The Secretary shall on or before October 15th, mail to each member in good standing a ballot listing all the nominees for each position in alphabetical order, with the names of the states in which they reside, together with a blank envelope and a return envelope addressed to the Secretary marked "ballot" and bearing the name of the member to who it was sent. So that the ballots may remain secret, each voter after marking their ballot shall seal it in the blank envelope, which in turn shall be placed in the second envelope, addressed to the Secretary. These votes must be post marked on or before November 15th.  The inspectors of election shall check the list against the list of members whose dues are paid for the current year prior to opening the outer envelopes and removing the blank envelope, and shall certify the eligibility of the voters as well as the results of the voting.
(e) Nominations cannot be made at any meeting or in any manner other than as provided above.
(f) The membership will be notified of the results of the election on or before December1st.
ARTICLE V
Committees
SECTION 1.
The Board may each year appoint standing committees to advance the work of the Club in such matters as poultry shows, trophies, membership and other fields which may well be served by committees. Such committees shall always be subject to the final authority of the Board. Special committees may also be appointed by the Board to aid it on particular projects.
SECTION 2.
Any committee appointment may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee, and the board may appoint successors to those persons whose services have been terminated.
ARTICLE VI
Discipline
SECTION 1.
 National Poultry Club Suspension.
Any member who is suspended from either the American Poultry Association or the American Bantam Association will be suspended from this club for like time. Any Officer or Board Member shall be terminated from his/her Office and replaced as provided by Article III Section B.
SECTION 2.
 Charges.
 Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of the Club or the breed. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $50.00 that shall be forfeited if such charges are not sustained by the Board or a Committee following a hearing. The Secretary shall promptly send a copy of the charges to each member of the Board or present them at a Board meeting, and the Board shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interest of the club or the breed. If the Board considers that the charges do not allege conduct which would be prejudicial to the best interests of the club or the breed it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charge it shall fix a date of a hearing by the Board or a Committee of not less than three members of the Board, not less than 3 weeks nor more than 6 weeks thereafter. The Secretary shall promptly send one copy of the charges to the accused member by certified mail together with a notice of the hearing and an assurance that the defendant may personally appear in his own defense and bring witnesses if he wishes.
SECTION 3.
 Board Hearing.
 The Board or Committee shall have complete authority to decide whether counsel may attend the hearing, but both complainant and defendant shall be treated uniformly in that regard. Should the charges be sustained after hearing all the evidence and testimony presented by complainant and defendant, the Board or Committee may by a majority vote of those present reprimand or suspend the defendant from all privileges of the Club for not more than six months from the date of the hearing, or until the next Annual General Meeting if that will occur after six months. And, if it deems that punishment insufficient, it may recommend to the membership that the penalty be expulsion. In such case, the suspension shall not restrict the defendant’s right to appear before fellow members at the ensuing Club meeting which considers the recommendation of the Board or Committee. Immediately after the Board or Committee had reached a decision, its findings shall be put in written form and filed with the Secretary. The Secretary, in turn, shall notify each of the parties of the decision and penalty, if any.
SECTION 4.
 Expulsion.
 Expulsion of a member from the club may be accomplished only at the Annual Meeting of the Club following a hearing and upon the recommendation of the Board or Committee as provided in Section 3 of this Article. The defendant shall have the privilege of appearing in their own behalf though no evidence shall be taken at this meeting. The President shall read the charges and the findings and recommendations, and shall invite the defendant, if present, to speak on their own behalf. The meeting shall then vote by secret ballot on the proposed expulsion. A 2/3 vote of those present and voting at the annual meeting shall be necessary for expulsion. If expulsion is not so voted the suspension shall stand.
ARTICLE VII
Amendments
SECTION 1.
 Amendments to the constitution and bylaws (and to the Standard for the breed) may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by twenty (20%) of the membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the members with recommendations of the Board by the Secretary for a vote within three months of the date when the Secretary received the petition.
SECTION 2.
 The constitution and bylaws (or the Standard for the breed) may be amended at any time provided a copy of the proposed amendment has been mailed by the Secretary to each member in good standing on the date of mailing, accompanied by a ballot on which a choice for or against the action to be taken shall be indicated. Dual-envelope procedures described in Article IV, Section 4(d) shall be followed in handling such ballots, to assure secrecy of the vote. Notice with such ballot shall specify a date not less than 30 days after the date postmarked by which date the ballots must be returned to the Secretary to be counted. A vote of sixty percent (60%) of the total membership in good standing and a favorable vote of two third (2/3) of those who return valid ballots within the time frame limit shall be required to effect any such amendment.  No Amendment to the Standard of the Breed that has been approved by the Club Membership shall become effective until it has been approved by the Board of Directors of the APA/ABA.
ARTICLE VIII
Dissolution
SECTION 1.
The Club may de dissolved at any time by the written consent of not less than 2/3 of the members in good standing. In the event of the dissolution of the Club, other than for purpose of reorganization, whether voluntary or involuntary or by operation of law, none of the property of the Club nor any proceeds thereof nor any assets of the Club shall be distributed to any member of the Club but after payment of the debts of the Club its property and assets shall be given to a charitable organization for the benefit of Serama selected by the Board of Directors.

ARTICLE IX
Order of Business
SECTION 1.
At meetings of the Club, the order of business, so far as the character and nature of the meeting may permit, shall be as follows:
1. Roll Call
2. Minutes of the last meeting
3. Report of President
4. Report of Secretary
5. Report of Treasurer
6. Report of Committees
   (a) Report of Regional Directors on local clubs in their represented area
7. Election of Officers and Board (at annual meeting)
8. Election of new members
9. Unfinished business
10. New business
11. Adjournment
SECTION 2.
At meetings of the Board, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:
1. Reading of minutes of last meeting
2. Report of Secretary
3. Report of Treasurer
4. Reports of Committees
5. Unfinished business
6. Election of new members
7. New Business
8. Adjournment

ARTICLE X
Parliamentary Authority
SECTION 1.
The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any other special rules of order the Club may adopt.