IFGA Bylaws

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ARTICLE I

TITLE, OBJECTS, LOCATION

SECTION 1.1 TITLE The Association shall be known as the International Fainting Goat Association, and shall at all times be operated and conducted as a non-profit corporation in accordance with the laws of the State of North Dakota providing for such organizations and by which it shall acquire all such rights as granted to associations of this kind.

SECTION 1.2 OBJECTS The purpose of the Association shall be to recognize the Fainting Goats as a distinct breed in order to protect their ancient, rare, and unique heritage; to collect, record, and preserve the pedigrees of Fainting Goats to maintain a breeding registry to be known as the IFGA Herd Book, and to stimulate and regulate any and all other matters such as may pertain to the history, breeding, exhibition, publicity, sale or improvements of this breed.

SECTION 1.3 PLACE OF BUSINESS The principal place of business for the IFGA shall be in the state in which the current Registrar resides, but its members or officers may be residents of any state, territory or country, business may be carried on at any place convenient to such members or officials, as may be participating.

ARTICLE II

Membership, Meetings, and Voting

SECTION 2.1 Membership

A. There shall be four (4) classes of membership:

1) Annual: Annual members shall pay dues upon joining, and annually for renewal on or before January 2nd (non-voting Membership).

2) Active: Active members shall pay dues upon joining, and annually for renewal on or before January 2nd and they shall register at least one (1) goat with the Association within the calendar year (voting membership).

3) Life: These memberships are no longer available. These members paid a one time membership fee which was set by the Initial Board of Directors, but, shall not pay any additional annual dues (voting membership).

4) Junior: Junior members are those that are under the age of eighteen (18) years old, pay dues upon joining and annually for renewal on or before January 2nd
(non-voting membership).

B. Members may be individuals, partnerships, or corporations.

C. As a condition of membership in the Association each member shall agree to conform to and abide by the Bylaws, Rules and Regulations of the Association, and amendments or modifications thereto, which may from time to time be adopted.

D. Application for membership may be made by submitting to the Registrar of the Association an application in the form prescribed by the Board of Directors, accompanied by the established membership fee.

E. All goats shall be registered under a single herd name unless they are owned by a partnership. In the case of a partnership, a partnership agreement shall be placed on file with the current registrar of record at the time of the herd's formation.

F. Only Life and Active members shall be entitled to vote on any matter submitted to a vote of the Membership.

1. Each Life or Active member shall have one vote.

2. Corporations or partnerships which are Active shall designate in writing, an individual officer, director or member that shall exercise the rights on the behalf of that corporation or partnership, the rights and privileges of such membership, including the right to vote and hold office.

3. Husband, wife and children over the age of eighteen (18) years old are entitled to only one (1) vote, An exception to this rule would be in such cases where spouse or children have purchased separate memberships.

G. The Board of Directors shall have the power to accept or reject applications for membership, fix membership fees, and establish Rules and Regulations covering the rights and privileges of members, consistent with the provisions of these Bylaws.

H. The Board of Directors may provide for the issuance of Certificate evidencing membership in the Association.

I. Membership in the Association shall cease upon the death, resignation or expulsion of the member, except as may otherwise be provided in the Rules and Regulations of the Association.

J. Membership is not transferable.

SECTION 2.2 ANNUAL MEETINGS.

The regular annual meeting of the members may be held at such time and place as may be fixed by the resolution of the Board of Directors for the purpose of electing directors and for the transaction of such other business as may be brought before the meeting.

A) If an annual meeting is to take place, Notice of the meeting shall be given by mailing written notice stating the date, time and place of such meeting to each member’s last known address as it appears on the Association’s records not less than thirty (30) days prior to the date of such meeting. A list of members attending shall be taken and then forwarded to the Secretary for record.

B) If an annual meeting is not practical / feasible, members shall address concerns, questions, or other business via electronic means, regular mail or telephone to any Boaard Member to relay on to the rest of the Board.

SECTION 2.3 SPECIAL MEETINGS. The President and a majority of the Board of Directors may call special meetings of the members, by giving written notice to the membership of the date, time and place of such meetings and the purpose or purposes of the meetings at least fifteen (15) days in advance. Business transacted at any special meeting of members shall be limited to the purposes stated in the notice. A list of members attending shall be taken and then forwarded to the Secretary for record.

SECTION 2.4. QUORUM AND PROXY. For the purpose of election and transaction of other business, the quorum shall consist of fifteen (15) or more voting members or ten percent (10%) of the total voting membership present in person, which ever shall be the least.
Voting by proxy shall not be permitted.

ARTICLE III

DIRECTORS

SECTION 3.1 GOVERNMENT.

A Board of Directors shall govern the business and property of the Association. There shall be no less than three (3) nor more than nine (9) directors, as established from time to time by the Board or majority vote of the members at any annual or special meeting.

The initial Board of Directors shall consist of seven (7) directors: Three of whom are to serve for three year terms; two of whom are to serve for two year terms; and, two of whom are to serve for one year terms with such terms to be determined by lot.

Directors elected to succeeding terms will be for a full three year term.

Directors must be a Life or Active Member of the Association for at least one year.

SECTION 3.2 ELECTION. Elections will be held August 1st of each fiscal year. Elections for members of the Board of Directors may be conducted at the annual meeting or a vote by mail. Members may make nomination suggestions to the Nominating Committee for their review.

No less than thirty (30) days before the membership vote, the Board of Directors shall mail a list of the nominees and their resumes which will not exceed 200 words, to the members eligible to vote at that date.

The CPA firm or attorney who will tally the ballots shall be chosen by the Board of Directors.

SECTION 3.3 GEOGRAPHIC DISTRIBUTION.

Directors need not be citizens or residents of the United States of America.

It is declared to be the policy of the Association to have the various areas in which Fainting Goats are bred fairly represented on the Board of Directors, and it is hereby provided that no more than three (3) Directors may be residents of the same state of the United States of America or residents of the same foreign country. In this instance, the term residence is defined as the state or foreign country in which the headquarters of a particular goat operation is located. The Headquarters of this Association may not be moved from the boundaries of the United States.

SECTION 3.4 VACANCY. If a Director, during his/her term of office, shall die or resign, or shall he/she disperse his/her herd and cease to be an active breeder of Fainting Goats, or shall fail to attend three consecutive meetings, or otherwise fail to perform the duties of a Director, the Board of Directors may, after appropriate notice to such Director, remove him/her from office and declare a vacancy. The Board of Directors may then fill the vacancy by appointment of a new Director for the unexpired portion of the term.

SECTION 3.5. RULES AND REGULATIONS. The Board of Directors shall have the power to establish Rules and Regulations for the conduct of the members of the Association and for the conduct of the affairs of the Association consistent with the provisions of these Bylaws.

SECTION 3.6. COMMITTEES. The Board of Directors may, from time to time appoint standing or special committees which may include nonmembers of the Board of Directors. Standing or special committees appointed by the Board of Directors shall be charged with and limited to such responsibilities as the Board of Directors shall set forth by resolution.

SECTION 3.7. ANNUAL AND REGULAR MEETINGS. The regular annual meeting of the Board of Directors may be held either in person, via conference call, or other electronic means shall, and no notice shall be required for any such regular meeting of the Board of Directors. The Board of Directors, by rule, may provide for other regular meetings at stated times and places, of which no notice shall be required.

At an annual meeting, the Board of Directors shall proceed to the election of officers of the Association.

SECTION 3.8. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held whenever called by direction of the President or by two-thirds (2/3rds) of the Directors in office.

The Secretary shall give notice of each special meeting by mail or telephone to each Director at least ten (10) days before the meeting; but any Director may waive such notice. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

SECTION 3.9. QUORUM. A majority of the whole number of Directors shall constitute a quorum at any meeting. In the absence of a quorum, a lesser number may adjourn any meeting from time to time, and the meeting may be held as adjourned, without further notice, if a quorum is obtained.

SECTION 3.10. EXPENSES. When the Directors meet for the transaction of Association business their expenses incurred for such meetings may be paid from the funds of the Association, as the Directors decide at each meeting.

SECTION 3.11. ACTION WITHOUT A MEETING. Any action which may be taken at a meeting of the Directors or of a committee may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all of the Directors or all of the members of the committee entitled to vote thereon. Members of the Board of Directors may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment, by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.

ARTICLE IV

OFFICERS

SECTION 4.1. OFFICERS. The officers of the Association shall consist of the President, one or more Vice-Presidents, a Secretary, Treasurer, and such other officers as the Board of Directors deem necessary.

SECTION 4.2. PRESIDENT. The President shall be the Chief Executive Officer of the Association, and shall preside at all meetings of the Board of Directors and members; shall be ex-officio member of all committees; shall maintain general supervision of the affairs of the Association; shall see that the Bylaws and Rules and Regulations of the Association are enforced; shall have a vote in the Board of Directors in case of a tie; and, shall perform such other duties as may be prescribed by the Board of Directors.

SECTION 4.3. VICE-PRESIDENT. In the absence of the President, the Vice-Presidents, in order of their seniority, shall have the power and shall perform the duties of the President, and shall perform such other duties as may be prescribed by the Board of Directors.

SECTION 4.4. SECRETARY The Secretary shall keep or cause to be kept exact minutes of the meetings of the Board of Directors of the Association and shall perform such duties as directed by the President and by the Board of Directors. All secretarial records must be turned over to the Registrar at the end of each year.

SECTION 4.5. TREASURER The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the business transactions of the Association, including account of its assets, liabilities, receipts, disbursements, gains, losses, and contributions. The books of account shall at all reasonable times be open to inspection by any Director. A current financial report of income and expenses will be sent to the president by the 20th of each month.

The Treasurer shall deposit moneys before the 20th of each month in the name and to the credit of the Association with such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Association as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of the transactions as Treasurer and of the financial condition of the Association, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws. The Treasurer records must be turned over to the Registrar at the end of each year

SECTION 4.6. REGISTRAR. A Registrar shall be employed by the Board of Directors to receive and verify entries for insertion in the Herd Book subject to the Rules and Regulations of the Association; shall keep on file all documents constituting the authority for pedigrees and hold them subject to the inspection of any member of the Association; The Registrar shall deposit moneys before the 20th of each month in the name and to the credit of the Association with such depositories as may be designated by the Board of Directors. In absence of the Treasurer the Registrar shall sign checks issued by the Association. The Registrat shall perform all other duties properly ordered by the President or the Board of Directors, or which should be pertained to the office of the Registrar.

The Registrar is to be a non-member of the Association and cannot own fainting goats, nor can the Registrar's immediate family members own fainting goats, while employed by the Board of Directors.

The Registrat is a non-voting member of the Board of Directors.

SECTION 4.7. RECALL OF OFFICERS OR DIRECTORS.

Any Officer or Director may be removed for malfeasance of office. Three(3) documemted, written warnings will be issued by the President or Vice-President. At a Board meeting, the President shall read the charges, and shall invite the defendant, if present, to speak on his/her own behalf. 2/3 of the Board of Directors must be present with 2/3 vote to pass.

ARTICLE V

DISCIPLINE, SUSPENSION, EXPULSION

SECTION 5.1. VIOLATIONS. Whenever any members of the Association or any other person in interest shall represent to the Secretary of the Association in writing stating the facts upon which the complaint is based, that a member of this Association, or any other person who is a holder of a Certificate of Registration issued by this Association, has engaged in misrepresentation or misconduct in connection with the breeding, showing, registration, purchase or sale of Fainting Goats, or has willfully violated the Bylaws, Rules and Regulations of this Association, the Secretary shall present such charge to the Board of Directors at its next meeting.

SECTION 5.2. HEARING. Upon receiving a complaint, the Board of Directors shall set a time and place for hearing the charge or charges against the member or holder of a Certificate of Registration. The Board of Directors shall cause a written notice to be mailed to the last known address of the accused person at least thirty (30) days before the date of such hearing. The notice shall state the nature of the charges against the accused. At the time and place set for the hearing, the accused shall have the opportunity, in person or by counsel, to be heard and to present evidence in their own behalf and to hear and refute the evidence offered against him/her.

The decision of the Board of Directors shall be final and binding on all parties.

SECTION 5.3. PENALTIES. If the Board of Directors considers that the charges are sustained, it may suspend or expel such offender if a member of the Association, or impose such other appropriate penalties as it may decide and deprive him/her of all privileges in the official Record of the Association, including refusal to transfer any Certificate and Registration issued by this Association and cancellation of any registration of an animal standing in the name of the accused person. The Board of Directors, in its discretion, may also suspend and hold in abeyance during the pending of any complaint before it, the privileges of membership in the Association if the accused is a member of the Association, or the right to transfer any Certificate of Registration, if the accused is not a member.

ARTICLE VI

MISCELLANEOUS

SECTION 6.1. ORDER OF BUSINESS.

The order of business of an Annual Meeting shall be:

a) Calling the meeting to order by the President.

b) Reading minutes of previous meeting and acting thereon.

c) Annual address of the President.

d) Reports of committees and old business.

e) Election of directors.

f) Unfinished business.

g) New business.

In determining questions not covered by the Articles of Incorporation and Bylaws of this Association, Robert’s Rules of Order shall be used. The order of business of the Directors’ meeting shall be the same as Article 6.1, except that those parts that are not applicable will be omitted.

SECTION 6.2. FISCAL YEAR. The fiscal year for the Association shall commence on January 1 and end on December 31.

SECTION 6.3. BONDS. The Registrar or any other employee entrusted with monies of the Association shall be bonded and/or covered by fidelity insurance. Such bonds and/or insurance shall be in an adequate amount as set by the Board of Directors and shall be an expense of the Association.

SECTION 6.4. AUDIT. It shall be the duty of the Board of Directors to cause to be audited all claims upon the Association and to verify the accounts of the Registrar and Treasurer before they are submitted to the members.

SECTION 6.5. NOMINATING COMMITTEE. The Board of Directors shall appoint a nominating committee of three (3) members. The nominating committee will evaluate candidates according to guidelines established by the Board of Direcctors.Such committee shall consider all available candidates for the directorships and offices to be filled at the forth-coming meeting and shall submit a slate of candidates for election. Such submission shall be deemed a nomination of each person named. The committee may recommend one or more than one candidate for each vacancy to be filled.

At an annual meeting of members, nominations may be made by members from the floor.

SECTION 6.6. PROHIBITION AGAINST POLITICAL ACTIVITIES. The Corporation shall not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

SECTION 6.7. DISTRIBUTION OR DISSOLUTION. In the event of the dissolution of the Association, no member shall be entitled to any distribution or division of its remaining property or its proceeds, and the balance of all money and other property received by the Association from any source, after the payment of all debts and obligations of the Association, shall be used or distributed exclusively for the purposes within the intendment of Section 501 © of the Internal Revenue Code as the same now exists or as it may be amended from time to time.

ARTICLE VII

AMENDING THE BYLAWS

These Bylaws may be altered or amended by a vote of the majority of the members of the Board of Directors in attendance at any Board meeting and confirmed by a two-thirds (2/3) vote of the members voting.

Proposed Articles of Incorporation or Bylaws changes must be presented in writing to the Board of Directors no less than two (2) months prior to an annual meeting. A proposed change in the Articles of Incorporation and Bylaws when approved by the Board of Directors will be published and forwarded to all members.

The current amended and approved Bylaws supercede all other versions of Bylaws

(Approved by the Board of Directors, February 26, 2006)