CONSTITUTION OF THE VIRGINIA STATE DAIRY GOAT ASSOCIATION, INC.

Article I - NAME
The name of the Association shall be the Virginia State Dairy Goat Association, hereinafter referred to as the Association.

Article II - PURPOSE
The purpose of the association shall be to promote the cooperation, coordination, and support necessary for the continued improvement and development of dairy goat husbandry and the dairy goat industry within the Commonwealth of Virginia.

Article III - PRINCIPAL OFFICE
The principal office of the Association shall be determined by the Board of Directors, with the approval of the membership at the Annual Business Meeting.

Article IV - MEMBERSHIP
Any individual, firm, or corporation interested in the breeding, the sale, or the promotion of dairy goats is eligible for membership upon receipt of proper application; and such member agrees to abide by the Constitution and By-Laws of the Association presently in force and those adopted in the future.

Article V - FISCAL ADMINISTRATION

• Section 1. Fiscal Year. The Fiscal Year for the Association shall be the calendar year.
• Section 2. Budget. Each year at the Annual Business Meeting, the association shall adopt an annual budget setting forth in detail the anticipated income and expenses for the following Fiscal Year. The proposed budget shall be submitted to the active Association membership by the board of Directors in writing and by mail no later than twenty (20) days prior to voting on adoption.
• Section 3. Annual Dues. The amount of annual dues and due date shall be determined by the Board of Directors.

Article VI - OFFICERS AND BOARD OF DIRECTORS

• Section 1. Number and Types of Officers. The officers of the Association shall include a President, Vice President, Secretary, and Treasurer.
• Section 2. Composition of the Board of Directors. In addition to the officers described in Article VI, Section 1 herein, the Board of Directors of the Association shall also include five (5) members elected at-large.
• Section 3. Eligibility for Office. Any individual member as defined herein neither delinquent nor in default of dues and/or any assessments is eligible to stand for any office of the Association including the Board of Directors.
• Section 4. Terms of Office. The officers (except for the five (5) at-large members of the Board of Directors) shall serve two (2) year terms and held office until their successors are duly elected and installed. The terms of officers shall commence immediately following adjournment of the Annual Business Meeting. At-large members of the board of Directors shall serve one (1) year terms, but may not be elected to more than three consecutive terms.

Article VII - ELECTIONS AND VOTING

• Section 1. Nominations for Officers and At-Large Board Members. A duly appointed Nominating Committee shall prepare a slate of nominees for the offices of President, Vice President, Secretary, Treasurer, and At-Large Members of the Board of Directors. The Committee may select and recommend more than one person for any or all offices, not to exceed two persons per office, and must secure the consent of those nominated. The report of the Nominating Committee and ballot shall be mailed to each franchised member of the Association not later than forty (40) days prior to the Annual Business Meeting. A space shall be provided on the ballot for write-in votes.
• Section 2. Election of Officers and At- Large Members of the Board of Directors. Election of officers and at-large members of the Board of Directors shall be held by mail ballot as indicated in Article VII, Section 1 herein. Balloting shall be conducted by mail as follows: a. Individual mail ballots shall be sent to the Secretary in a plain sealed envelope enclosed within an envelope bearing the name of the sender. The unmarked envelope containing the ballot shall be removed from the mailing envelope and opened only by the officially designated tellers. b. Ballot counting shall be conducted by three (3) tellers appointed by the President. c. The nominee for an office who receives a plurality of the votes cast for the office shall be elected. d. In case of a tie vote for an office, a run-off balloting shall be held immediately using the same procedure described herein.
• Section 3. Vacancies. In the event a vacancy is created in the office of the President, the Vice President shall immediately vacate his or her office and assume the office of the President; a Vice President shall then be considered for appointment to the unexpired term of the office at the next regularly scheduled meeting. In the event any other vacancy is created on the Board of Directors, the filling of that vacancy will be part of the next regularly scheduled Board Meeting's business. A member of the board who is relieved of his or her position may appeal this action at the next regularly scheduled Board Meeting, or lose his or her opportunity to appeal.
• Section 4. Proxy Voting. Any individual member of the Association may vote by proxy, if said proxy is an official written proxy of the Association, is signed, and names a member actually present at the Annual Business Meeting to cast said vote. Proxy votes received by the Association prior to the call for a vote shall be counted towards a quorum. Proxy voting is applicable at the Annual Business Meeting only.
• Section 5. Establishment of a Quorum. A quorum for a valid vote on matters at a general business meeting shall be one-sixth (1/6) of the membership of the association so qualified. One- half (½) of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Article VIII - MEETINGS

• Section 1. Annual Business Meeting. The Association shall hold its Annual Business Meeting at such time and place as may be determined by the Board of Directors. Meetings may be called by the Board of Directors with not less than thirty (30) days prior written notice to the membership.
• Section 2. Board of Directors' Meetings. The Board of Directors shall meet bi-monthly and at such other times deemed necessary by a majority of the members of the Board of Directors. Written notice shall be given to all members of the Board of Directors at least ten (10) days prior to any meeting.

Article IX - COMMITTEES

• Section 1. Appointments. The President shall appoint both standing and other committees as deemed necessary for the orderly operation and progress of the Association.
• Section 2. Committee Approval. All committees appointed by the President are subject to approval by the Board of Directors.

Article X - INCORPORATION AND SEAL

• Section 1. Incorporation. The board of Directors is hereby authorized to incorporate the Association under the laws of the Commonwealth of Virginia.
• Section 2. Seal. The Association, at its Annual Business Meeting, shall adopt a seal or logo, and change such seal or logo if deemed necessary.

Article XI - RULES OF PROCEDURE

• Section 1. Robert's Rules of Order. All matters of procedure shall be governed by Robert's Rules of Order, latest revised edition, except as herein provided.
• Section 2. Parliamentarian. The President shall appoint a Parliamentarian to provide assistance in conducting business at Association meetings in accordance with this Constitution and By-Laws.

Article XII - AMENDMENTS
Upon written petition of at least 10 percent (10%) of the membership of the Association submitted to the Board of Directors, or upon recommendation to the Board of Directors by a special committee, the Constitution of the Association may be amended at the Annual Business Meeting by two-thirds ( ) affirmative of those present and by proxy vote, provided the members are notified in writing of the nature and effect of any proposed amendment or change at least thirty (30) days in advanced of such meeting, or amendments may be brought to a mail ballot of the entire membership and may be approved by a simple majority.

BY-LAWS OF THE VSDGA CONSTITUTION

1. MEMBERSHIP

• Section A. Classes of Membership. Individual - Individual class of membership is open to any individual who supports the constitutional purpose of the Association. Individual members must be at least 18 years of age. Junior - Junior class of membership includes minor members (17 years of age or less).
• Section B. Membership privileges - The several membership classifications shall be granted the following privileges: Individual - Individual members may participate in all Board of Directors meetings and the Annual Business Meeting. Individual members serve on committees, may hold office, and may otherwise enjoy the general benefits and privileges of the Association. Junior - Junior members may participate in all Board of Directors meetings and the Annual Business Meeting. Junior members may not hold office or vote, but are otherwise given the opportunity to enjoy the general benefits and privileges of the Association.

2. ANNUAL DUES

• Section A. Due Date - Annual dues shall be for the period of twelve (12) months starting the month of receipt of the member's payment.
• Section B. Default of Dues and Assessments - Every member who has not paid the entire amount of his or her required annual dues, or any assessment approved by the membership by the end of the month from the established due date, shall be considered in default, and no such member shall be entitled to vote or enjoy any benefits and privileges of the Association, until payment in full is received by the Treasurer.
• Section C. Bonding - The Board of Directors may fix the amount of bond, if any, for those persons signing checks or other instruments on behalf of the Association.

3. OFFICERS AND BOARD OF DIRECTORS

• Section A. Duties of Officers - The duties of the officers of the Association shall be as follows:
  
  1. The PRESIDENT shall be the administrative head of the Association and act as chairman of the Board of Directors and preside at all meetings of the membership and Board of Directors, except as otherwise provided herein, appoint all committees necessary to the Association, with confirmation by the Board of Directors, co-sign with the Treasurer all deeds, contracts, and other formal instruments approved by the Board of Directors and ratified by the general membership, and perform such other duties as may from time-to-time be assigned by the Board of Directors and/or the general membership.
  
  2. The VICE PRESIDENT shall, in the absence or inability of the President, perform the duties of the President and such other duties assigned by the Board of Directors.
  
  3. The SECRETARY shall act as the recording and corresponding secretary of the Association, maintain the minutes of all meetings and read same to the membership at each Annual Business Meeting, keep the membership roll complete and current, and discharge all duties usual and incidental to the office or as assigned by the President or the Board of directors; in the absence or inability of the President and Vice President, the Secretary shall perform the duties of the President.
  
  4. The TREASURER shall have charge of and exercise general supervision of the Associations financial affairs, keeping records and books as may be required for complete accountability. The Treasurer shall honor all authorized claims for payment owed by the Association upon presentation of a legitimate voucher or receipt; provide a financial statement of accounts at all regularly scheduled Board of Directors' meetings; provide a proposed annual budget at least sixty (60) days prior to the Annual Business Meeting for the Board of Directors' approval; complete an audit of all financial assets and present the results of the audit at the Annual Business Meeting; present the recommended annual budget at the Annual Business meeting for the approval of the general membership; receive and have custody of all funds; co-sign with the President all deeds, contracts, or their formal instruments approved by the Board of Directors. The Treasurer shall not be personally liable for any loss of funds from the Association as the result of acts performed in good faith while conducting the business of the office. In the absence or inability of the President, Vice President and Secretary, the Treasurer shall perform the duties of the President.
  
• Section B. Duties of the Board of Directors - Except as otherwise provided herein, the Board of Directors shall be responsible for all properties of the Association; may transact Association business in the interim between annual meetings, when deemed in the best interest of the Association; act on membership matters; and appoint officers and members of the Board of Directors to fill any vacancies, subject to the approval of the membership at the next Annual Business Meeting.

4. ELECTIONS AND VOTING

• Section A. The mail ballot for all elections may be included as part of, or with, the Association newsletter within the limits set forth in Article VII, Section 1 of the Association's Constitution.
• Section B. Vacancies - A vacancy on the Board of Directors shall automatically occur when a member of the Board is absent from a majority of the Board Meetings, including the Annual Meeting, during the calendar year of the member's held office. However, a report by such named member may account for up to one-half of the member's absences. Annual Business Meeting is required in- person attendance.

5. COMMITTEES

• Section A. Standing Committees.
  
  1. Nominating Committee - The President shall appoint at least 90 days prior to the Annual Business Meeting a Nominating Committee of not less than three nor more than five members who shall perform the duties described in Article VII, Section 1 herein. Members of the Board of directors are prohibited from serving on the Nominating Committee.
  
  2. Audit Committee - The President shall appoint an Audit Committee of two or more individual class members who shall annually audit the financial records with the Treasurer prior to the Annual Business Meeting or at other times as may be deemed necessary by the Board of Directors.
  
• Section B. Other Committees - The President may appoint such other committees as may be required to perform specific and limited activities. Such committees shall function only during the term of office of the President, except that any committee may continue to function at the discretion of the succeeding President.

6. PUBLICATIONS

• Section A. Types of Publications - When sufficient funds are available, the board of Directors may publish a newsletter, annual report, or other appropriate publications to promote the purpose of the Association.
• Section B. Publications Editor - The Board of directors may appoint a Publications Editor, who may be a member of the Association or a member of the Association's staff. The Publications Editor shall be responsible for the preparation, printing and distribution of the appropriate publications pursuant to an approved budget; is expected to provide editorial comment consistent with the Constitutional purpose of the organization, and as directed by the Board of Directors; and shall be a non-voting ex officio member of the Board of Directors. The Editor may not hold elected office while serving as Editor.
• Section C. Subscriptions and Distribution - Distribution shall be made to all Individual and Junior members at no cost. Individuals, firms and other organizations who are not members of the Association may subscribe on a regular basis or obtain issue of any publication distributed by the Association. The Board of Directors shall establish a reasonable charge, if any, for these services.

7. ASSOCIATION STAFF
The Board of directors may appoint and employ a staff when the business of the Association so requires and when sufficient funds are available.

8. AMENDMENTS
By-Laws - The By-Laws of the Association may be amended when deemed necessary by two-thirds (2/3 ) affirmative vote by the Board of Directors at a Board Meeting, provided such amendment is not in conflict with the Association's Constitution.