CIABA is a nonprofit organization under Section 501(c)(5) of the IRS
© Cottage Industry Alpaca Breeders Association
The CIABA By-Laws have been unanimously acccepted.
By-Laws
Cottage Industry Alpaca Breeders Association
A New Hampshire Non-Profit Organization
Article I -REGISTERED OFFICE AND REGISTERED AGENT
The registered office of the Organization shall be located in the State of New Hampshire at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law, and the registered agent shall have a business office identical with such registered office. Any change with the registered agent or registered office shall be effective upon filing such change with the office of the Secretary of State of New Hampshire unless a later date is specified.
Article II -PURPOSE
The purpose of Cottage Industry Alpaca Breeders Association (“CIABA") shall include, but not be limited to, the following:
1. To promote to the alpaca community and the general public through education, awareness of, and interest in alpacas and their fiber and related business interests.
2. To promote the growth of the alpaca fiber industry.
3. To honor and respect all owners, breeders and alpacas and other natural fiber producers as equal for their contributions to the alpaca fiber industry.
4. To organize and conduct, from time to time, Alpaca events which shall be open to the public, to further the purposes of CIABA and provide the Members and other participants with the opportunity to share their ideas, encouragement, knowledge and companionship.
Article III -MEMBERSHIP
1. Any person or organization interested in the purposes of CIABA and agrees with the code of ethics may become a Member.
2. Membership in CIABA will be granted upon application and the payment of membership dues to be set by the Founders and Board of Directors.
3. There will be four levels of membership which will each carry one vote: Breeders, Fiber Herds, Fiber Enthusiasts, and Groups.
ARTICLE IV -MEETINGS OF THE MEMBERS
1. There shall be one meeting of the Board called by the Board of Directors, which shall be the Annual Meeting.
2. Special meetings of the Board may be called by a majority of the Board of Directors, by the Founders, or by petition to the Board of Directors of not less than twenty (20) percent of the Members.
ARTICLE V -BOARD OF DIRECTORS
1. The affairs of CIABA shall be managed by the Board of Directors consisting of five (5) Directors and the Founders. Directors must be Members in good standing in CIABA.
2. Each Member elected as Director shall serve a two-year term. Any vacancy occurring in any Board position shall be filled by the remaining Directors and the Founders, even though less than a quorum of the Board of Directors is remaining in office. The vacancy shall be filled by Appointment. A Director appointed to fill a vacancy shall complete the unexpired term of his or her predecessor in office.
3. For the first election of Directors by the Membership only, two Directors will serve a three-year term only so that in all subsequent years the terms of the Directors will be staggered. No person shall serve more than (2) consecutive terms as Director.
4. Meetings of the Board of Directors may be called at the request of any three Directors or the Founders. Special meeting by means of a telephone conference is authorized. Minutes of any meeting shall be taken by the Secretary and be made available to the Membership. Each Director and Founders shall have an equal vote on all matters and a majority vote shall authorize an act by the Board. Notice of the time, purpose, and place of any special meeting shall be given to each of the other Directors at least seventy-two (72) hours in advance of the meeting by written notice emailed to the Directors as it appears in the records of the Organization.
5. The Board of Directors, the Founders, and other Members serving on any committee or performing any other service for CIABA shall not receive any compensation for their services. By majority vote of the Directors and Founders, however, any reasonable expenses of these Members or Directors may be reimbursed. Any such reimbursements shall be reported to the Membership as part of CIABA’s annual report.
6. A Director may be removed from office by a recall election. A Director may be removed by two-thirds (2/3) affirmative vote of all Members entitled to vote at the Annual Meeting or Special Meeting of the Membership called for the purpose of a recall election where twenty (20) percent of the Membership has signed a
petition calling for a recall election at such meeting of the Membership. A petition to recall a Director must be filed with the Board of Directors and the Secretary at least sixty (60) days before the date of the meeting. The notice of the meeting shall specify that the recall election will be on the agenda of the meeting. The recall election voting shall be governed by the provisions of Article V, paragraph 2.
7. The Co-Founders of CIABA, Valerie Newell and Robin Marie Alpert, shall always remain perpetual members of the Board of Directors of and for CIABA. Said membership cannot be amended or removed by any acting Board of Directors or legal intervention.
8. Co-founders reserve the right to veto or overrule the Board of Directors' approval of any action which violates the original moral code and/or mission statement of CIABA. Said reservation cannot be amended or removed by any acting Board of Directors or legal intervention.
ARTICLE VI -OFFICERS
1. The Officers of CIABA shall be Scribe, Treasurer, and three At-Large Trustees, all of whom shall be Directors. The Officers shall be elected by the Directors at the annual meeting of the Directors. The Officers shall serve until their successors are appointed. No person shall serve any specific office for more than two (2) consecutive terms.
2. The Scribe shall conduct all meetings of the Board of Directors.
3. The Treasurer and the Founders shall have the power to execute and deliver on behalf of and in the name of CIABA any instrument requiring the signature of an officer of CIABA. Unless authorized to do so by these By-Laws or by the Board/Membership, no officer, agent or employee shall have any power or authority to bind CIABA in any way, to pledge its credit or to render it liable for any purpose or in any amount.
4. In the absence of the Scribe or in the event of his or her inability to act, a Director shall perform the duties of the scribe, and when so acting, shall have all powers of and be subject to all the restrictions upon the Scribe.
5. The Scribe shall keep the minutes of the meetings of the Board of Directors and General Membership Meetings in one or more books provided for that purpose. The Scribe shall see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law, be custodian of the Organization records including current Membership records unless otherwise
designated by the Board and the Founders, keep a register of the post office address of each Director (which shall be furnished to the Scribe by each Director), and in general perform all duties incident to the office of Scribe and such other duties as from time to time may be assigned to him or her by the Board of Directors and Founders.
6. The Treasurer shall maintain one or more bank accounts in CIABA’s name, pay such bills and other indebtedness as the Board of Directors and Founders may authorize, keep complete books and records of the account and prepare and furnish to the Members annual statements of account showing the financial position of CIABA and the results of its operations.
7. When a Director is removed as provided in these By -Laws, that Director shall also automatically be removed as an Officer.
Article VII -NOMINATION AND ELECTION PROCEDURES FOR BOARD OF DIRECTORS
1. The Board of Directors shall provide for the appointment, at least three (3) months before an Annual Meeting in which Directors are to be elected, of five (5) Members of CIABA, at least one (1) of whom shall be a Director, to constitute a Nominating Committee. The Committee shall actively recruit and nominate two (2) candidates for each vacancy of the Board. They shall prepare the ballots and e-mail them to all Members entitled to vote.
2. Three (3) or more members in good standing of CIABA may nominate one (1) or more candidates for Director(s) by a petition delivered to the Nominating Committee not less than forty-five (45) days prior to the Annual Meeting.
3. All nominees must be Members in good standing of CIABA. Nominations shall be closed not later than thirty (30) days before the Annual Meeting. The Directors may require that the nominees individually submit a statement on behalf of their candidacy no later than thirty (30) days before the Annual Meeting. The form of the statement and its distribution to the Membership shall be established by the Directors and Founders, which shall decide any question or compliance with standards that they may establish with respect to such form. The Directors and Founders may appoint an Independent Inspector of Elections, who shall supervise, count the ballots, tabulate the results, and report in writing to the Membership and the Board of Directors the names of those elected. The Inspector of Elections shall be a Member of CIABA in good standing, and not be a Director, Founder, nor a candidate, provided however, if the Scribe of CIABA is not standing for election, the Scribe shall assume the duties of the Inspector of Elections. The candidates may inquire and receive the number of votes received by each candidate. Each candidate may designate an observer to be present during the vote count.
4. At least twenty (20) days before the Annual Meeting, a ballot containing the names of the nominees shall be emailed by the Directors to each Member of the CIABA entitled to vote. The ballot may be accompanied by the statement of each nominee in a form approved by the Directors.
Article VIII -COMMITTEES
1. The Board of Directors and Founders, by resolution adopted by a majority of the Directors and Founders, may designate and appoint Members in good standing to one or more committees which may include one or more Directors where appropriate. These committees, to the extent provided in said resolution, shall have or exercise authority as specified by the Board of Directors and Founders. Any Member thereof may be removed by the Directors and Founders whenever the best interest of the CIABA shall be served by such removal.
2. The purpose of the committee is to discharge the task assigned to the committee by the Board of Directors and Founders. The findings and recommendations of the committee shall be promptly reported to the Board of Directors and Founders by the Board Liaison.
3. The Board of Directors may establish an Advisory Committee. This committee may take recommendations to the Board of Directors and Founders on any matter affecting the CIABA and may act upon matters delegated to it by the Board of Directors and Founders. No Member of the Board of Directors or Founders shall serve on this committee during his or her term. Members of the Advisory Committee must also be Members of the CIABA in good standing.
4. One (1) Member of each committee shall be appointed Chairperson by the Board of Directors or Committee Members.
5. Vacancies in the Membership of any Committee may be filled by appointments made in the same manner as provided for in the case of the original appointments.
6. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the Members present at a meeting at which a quorum is present shall be the act of the committee.
Article IX -ANNUAL ASSESSMENTS
1. Determination of Annual assessments (dues) estimated to be sufficient to pay operational costs shall be the responsibility of the Board of Directors and Founders. Annual assessments will be due by the 15th of August each year.
2. Overdue assessments shall result in the suspension of membership within thirty (30) days after notice from the Treasurer.
Article X -MISCELLANEOUS PROVISIONS
1. Records: The Organization shall keep correct and complete books and records of account at the office of the Treasurer. The minutes of the proceedings of its Members and Board of Directors shall be kept at the office of the Scribe. The Directors may cause the books and records of the Organization to be certified by a Certified Public Accountant. The report shall be open for discussion as an agenda item at the Annual Meeting of the Membership.
2. Dissolution: The dissolution of CIABA may be authorized at a meeting of the Membership upon the adoption of a resolution to dissolve by a two-thirds (2/3) vote. Upon dissolution, all liabilities and obligations of CIABA shall be paid, satisfied and discharged, or adequate provisions shall be made therefore and
then the remaining assets shall be liquidated and distributed to a qualified Camelid Rescue Organization. The specific organizations shall be chosen by the Board of Directors at the time of dissolution.
3. Amendments to the By-Laws: The By-Laws may be amended by a majority affirmative vote of all the Members entitled to vote. If you choose not to exercise your right to vote, your vote will be taken as a proxy for the Board. Amendments to the By-Laws may be proposed by a petition signed by twenty (20) percent of the paid membership of the Organization or by the majority vote of the Board of Directors. Any proposed amendment of the By-Laws shall be submitted to the Board of Directors not less than sixty (60) days before the Annual Meeting.
Article XI -FISCAL YEAR
1. The fiscal year of the Organization shall end December 31st of each year unless otherwise set by resolution of the Board of Directors.
Article XII -LOANS
1. The Organization may not lend money to or guarantee the obligation of a Director of the Organization, nor any member.
Article XIII –INDEMNIFICATION OF THE TRUSTEES/OFFICERS
1. The Organization shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative,( other than an action by or in the right of the Organization), by reason of the fact that he/she is or was a Director, Officer, employee or Agent of the Organization, or is or was serving at the request of the Organization as a Director, Officer, employee or Agent of another Organization, against expenses (including attorney fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Organization, and, with respect to any criminal action or proceeding, has no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendre or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Organization, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.
Article XIIII – Rules of Conduct
No member of CIABA shall engage in the following acts in connection with any business, event or activity conducted or sponsored by CIABA.
1. Engage in physical violence or intentionally cause physical harm to others.
2. Threaten physical violence or harm to others.
3. Engage in profane or lewd conversation of such nature that it would tend to offend a person of usual sensibilities.
4. Refuse to comply with the provisions of the bylaws, rules or policies of CIABA.
5. Refuse to comply with the will of the majority as expressed by a valid vote of the eligible voters.
6. Take possession of funds or assets of CIABA without valid authorization by virtue of the bylaws, rules or policies of CIABA, or by majority vote of the membership.
7. Refuse to return or deliver possession of the funds or assets of CIABA within a reasonable time after receipt of any request by the Founders or Board of Directors of such organization.
8. Make false representations as to any matter inquired about in connection with application for membership.
9. Knowingly disclose or breach the confidentiality of any information received while a member of any CIABA body or committee under circumstances in which the member was aware of the privileged or confidential nature of the information when received.
10. Engage in any dishonest act in connection with any event or activity sponsored by CIABA.
11. CIABA does not condone discrimination and or unlawful harassment of any kind. Actions, jokes, words or comments based on an individual’s sex, race, ethnicity, age, religion or any other legally protected characteristic will not be tolerated.
CIABA By-Laws
