Bylaws

AMERICAN COTURNIX BREEDERS ASSOCIATION, INC

5-1-2025 Revised

CONSTITUTION

ARTICLE I - CONSTITUTION

The Constitution of the American Coturnix Breeders Association, INC (hereinafter referred to as the “ACBA” and/or “Association”) shall be and is hereinafter fully incorporated herein by reference.

ARTICLE II - PURPOSE

The purpose of this Organization shall be as set forth in the ACBA Constitution.

BY LAWS

ARTICLE III - MEMBERSHIP

3.1 Membership

The three (3) categories of membership shall be: 1) Professional Membership; 2) Basic Membership; and 3) Junior Membership (17 years old and under).

3.2 Dues

3.2.A. All members shall be required to pay annual dues which shall be set at the discretion of the Executive Board. Any applicable increase in membership dues for any and/or all categories of membership, shall not exceed 5% annually except if an increase is put to vote at an Association Meeting and passed by a two-thirds (2/3rds) majority vote of the members present. The Executive Board shall have full discretion to increase dues for only new members or all current and new members.

3.2.B. Said dues shall renew and be payable automatically on an annual basis. Membership shall continue for one year from the date of application/payment. Dues shall be non refundable and as such no refunds will be given for withdrawal and/or voluntary or involuntary removal from the membership roster.

3.3 Member Benefit

The ACBA shall designate the Association’s Budget to be used, primarily, for the benefit of its members. Said monies shall be utilized with a focus on those activities that the Association Members deem important.

3.4 Benefits of Active Membership

3.4.A. Active Members benefits - (1) Admittance to the Association and Members-only areas of the ACBA website and (2) Admittance to the Members-only and private Facebook group.

3.4.B Admittance to the Association shall be a prerequisite for admittance to the Facebook private group and shall be subject to the rules and regulations set forth herein and/or by applicable Facebook policy.

3.4.C. Members shall abide by the Member Conduct as identified herein.

3.5 Member Code of Conduct

All Members, at all times during their membership, shall adhere to the Member Code of Conduct which includes but is not limited to the following:

3.5.A. Members are expected to be honest, respectful, kind, and courteous to others. Disagreements and differences of opinion shall be voiced in a respectful manner and shall not be intended to tear down others.

3.5.B. Members should be welcoming, encouraging, supportive, and good stewards of the reputation of the Association and the quail industry.

3.5.C. Members should seek to positively advance the quail industry through sharing of accurate knowledge and education within the industry.

3.5.D. Members shall understand and respect that quail are multi purpose and utilized for show, as a food source and for production of eggs for consumption.

3.5.E. Members shall respect others and understand that quail may be kept in a variety of habitats and utilizing a variety of husbandry practices.

3.5.F Members are expected to keep quail pursuant to industry standards.

3.6 Professional Code of Conduct

Professional Members shall adhere to both the Member Code of Conduct set forth in Article 2.5 as well as to a Professional Code of Conduct which shall include but not be limited to the following:

3.6.A. Professional Members are expected to represent their business and products honestly and to the best of their ability, knowledge and understanding, according to the most current science.

3.6.B. Professional Members are encouraged to be examples and stewards within the quail community.

3.6.C Professional Members shall not knowingly propagate inaccurate information and shall further, upon notice or receipt of better information, shall make every effort to correct incorrect statements or factually incorrect statements when it is brought to their attention by other Members.

3.7 Misconduct - Member

Members may be removed from the Facebook group and/or the Association for misconduct, without refund, at the discretion of the Board. Misconduct shall be defined as behaviors, statements or activities including but not limited to:

3.7.A Conduct that is not consistent with the Association Constitution and/or By Laws.

3.7.B Conduct intended to, or that does, injure the Association or adversely affect its reputation.

3.7.C Conduct intended to, or that does, interfere with the operation and activities of the Association.

3.7.D Conduct contrary to or destructive of the Association’s purposes.

3.7.E Conduct, intended or actual, used to discriminate against, bully, or degrade any members of the Association for purposes including but not limited to race, religion, culture, sexual orientation, gender, identity, or age.

3.7.F Conduct which is unkind and discourteous to other members of the Association.

3.7.G Any other egregious activities or behaviors at the discretion of the board that are unbecoming of an Association member.

3.8 Misconduct - Professional

Misconduct of the Professional Code of Conduct shall be defined as behaviors or activities including but not limited to:

3.8.A. Intentionally spreading misinformation or factually inaccurate information about quail genetics and husbandry.

3.8.B. Intentionally misrepresenting a Member’s personal and/or any other Member’s business or products.

3.8.C. Failure to correct intentional or unintentional dissemination of misinformation regarding quail genetics and husbandry.

3.8.D. Failure to correct unintentional misrepresentation of a Member's personal products in a reasonable and timely manner after it has been brought to their attention by other/another Member(s).

3.8.E Any misconduct specified in general Member Misconduct.

3.8.F. Any other egregious and/or unethical activity or behavior that are unbecoming of an Association Professional Member.

3.9 Removal from the Breeder Directory

Professional Members may be removed from the Breeder Directory and membership revoked, without refund, at the discretion of the Board for misconduct as defined herein. Removal for one year shall be determined by simple majority vote of the Executive Board, and permanent removal shall be determined by unanimous vote of the Executive Board. Members may reverse a removal decision by bringing an appeal to an association meeting, followed by an affirmative vote at the next meeting with a two-thirds-majority vote by active members in attendance.

3.9.A Temporary Removal

Temporary removal shall be for one (1) year and shall be determined by simple majority vote of the Executive Board,

3.9.B. Permanent Removal

Permanent removal shall result in a complete ban from membership in the Association and shall be determined by unanimous vote of the Executive Board.

3.9.C Appeal of Removal

Members may appeal their removal by application for reversal of either a Temporary and/or Permanent Removal decision. A Removed Member’s Appeal Application shall be filed within (45) days of notification and made in writing and presented to the Association Secretary at least fourteen (14) days prior to the next regularly scheduled Association Meeting. The Executive Board shall announce their findings which formed the basis of the removal. The Removed Member shall then be given 5 minutes to present their appeal and reasons for reversal. A vote of all present Members shall follow. The appeal for reversal shall be granted with an affirmative two-thirds-majority (2/3rds) vote in support of reversal.

3.9.D Application for Readmittance After Removal

Prior Members who have been adjudicated and removed pursuant to Article 3.9 herein, shall have the right to apply for readmittance after either of the following: 1) If removed pursuant to Article 3.9.A, Temporary Removal, after one year from the date of removal, by normal application; or 2) If removed pursuant to Article 3.9.B, Permanent Removal, after three (3) years from the date of removal and pursuant to the procedure set forth in Article 3.9.C [Prior members deemed “Permanent Removal” shall not be guaranteed readmittance]

ARTICLE 4 - OFFICERS, EXECUTIVE AND GENERAL BOARD

(As amended and approved 8 January 2025 - First Amendment to By Laws)

4.A Officers

The officers of this organization shall be President, Vice President, Secretary, and Treasurer.

4.B Executive Board

There shall be an Executive Board made up of four (4) officers, President, Vice President, Secretary and Treasurer. The Executive Board shall direct the activities and set the policies of the organization. The Board shall meet at dates and time set pursuant to proper notice at dates and times to be determined by the Executive Board.

4.C Vacancy - Officers and Executive Board

A vacancy on the Board shall be declared by a vote of the Board when a Board member or Officer resigns, dies, or fails to attend without due cause three (3) consecutive duly called meetings. The Board shall fill any voting member vacancy on the Board for the remainder of the term through appointment.

4.D General Board

4.D.A There shall be a General Board of Directors made up of three (3) members. The General Board shall be responsible for oversight and management of recruitment, including flyers, emails, and newsletters. They shall maintain and update the organization’s social presence, including the website and social media platforms, as well as manage programs for junior and general members, and any other task needed to support membership and attendance.

4.D.B The General Board of Directors shall ensure they are informed about all activities and decisions with the association and shall provide regular reports to the full Board of Directors, including the Executive Board, about their responsibilities at the board and general meetings. The General Board shall meet at dates and time set pursuant to proper notice at dates and times to be determined by either the Executive or General Board and shall keep proper meeting minutes to be recorded and filed in the same accordance as quarterly meetings.

ARTICLE 5 - MEETINGS AND ELECTIONS

(As amended and approved 8 January 2025 - First Amendment to By Laws)

5.A Quarterly Meetings

Annual Quarterly meetings shall be held on the first Wednesday of January, March, June and September at 6:30 PM EST, unless the day falls upon a United States National Holiday, whereby said meeting will then be held on the second (2nd) Wednesday of that applicable month. The Bi-Annual Meeting of the American Coturnix Breeders Association, INC. shall be held each odd year at the June meeting. All quarterly meetings shall be open to the members.

5.B Elections

The election of the Board of Directors and specified Officers shall take place as follows:

5.B.1 President and Secretary

At the annual Quarterly Meeting occurring in January, nominations for President and Secretary shall be opened to all members. Upon nomination and second by members. Said nominee shall have 48 hours to decline or accept said nomination and upon acceptance, said nomination shall be placed onto the official ballot. If a nominee declines or fails to respond to their nomination within a reasonable time, a new nomination shall take place pursuant to a poll distributed to all members. Said ballot shall then be circulated to all members for voting to take place throughout the month of January. Voting shall close on the last day of January at 12:00 midnight EST. Voting shall take place in a written format to be determined by the Executive Board. Announcement of President and Secretary Elect shall be made to all members with respective terms beginning effective March of that voting year.

5.B.2 Vice President and Treasurer

At the annual Quarterly Meeting occurring in June nominations for Vice President and Treasurer shall be opened to all members. Upon nomination and second by members. Said nominee shall have 48 hours to decline or accept said nomination and upon acceptance, said nomination shall be placed onto the official ballot. If a nominee declines or fails to respond to their nomination within a reasonable time, a new nomination shall take place pursuant to a poll distributed to all members. Said ballot shall then be circulated to all members for voting to take place throughout the month of June. Voting shall close on the last day of June at 12:00 midnight EST. Voting shall take place in a written format to be determined by the Executive Board. Announcement of Vice President and Treasurer Elect shall be made to all members with respective terms beginning effective September of that voting year.

5.B.3 General Board of Directors

At the annual Quarterly Meeting occurring in January, nominations for the three (3) General Board of Directors shall be opened to all members. Upon nomination and second by members. Said nominee shall have 48 hours to decline or accept said nomination and upon acceptance, said nomination shall be placed onto the official ballot. If a nominee declines or fails to respond to their nomination within a reasonable time, a new nomination shall take place pursuant to a poll distributed to all members. Said ballot shall then be circulated to all members for voting to take place throughout the month of January. Voting shall close on the last day of January at 12:00 midnight EST. Voting shall take place in a written format to be determined by the Executive Board. Announcement of General Board of Directors Elect shall be made to all members with respective terms beginning effective March of that voting year.

5.C.4 Majority Vote

Appointment will be sustained by a simple majority vote of the voting membership. In case of a tie, successive rounds of voting will occur between only the tied candidates until one person achieves a simple majority vote.

5.B.5 Term Limits

The term of the Board of Directors and Officers shall begin as stated above and continue for a period of one (1) year or until a vacancy is declared. Directors and Officers shall be eligible for consecutive terms.

5.B.6 Age Exemption General Board of Directors

There shall exist an exception to the qualification age for voting members as it applies to the three (3) General Board of Director. Any General Board Director elected shall have the right to vote, when applicable, if sixteen (16) years of age or older.

ARTICLE 6 - DUTIES OF OFFICERS

(As amended and approved 8 January 2025 - First Amendment to By Laws)

6.1 President

The President shall preside at all meetings, appoint all committees as directed by the organization and carry on all other duties connected with the office.

6.2 Vice President

The Vice President shall assist the President and serve as acting President in the absence of the President.

6.3 Secretary

The Secretary shall record the proceedings of all meetings of the Board of Directors and the Executive Committee, conduct the correspondence of the organization, and shall perform other duties as assigned by the President or the Board of Directors.

6.4 Treasurer

The Treasurer shall collect all dues and administer the organization's funds as directed by the Board of Directors, maintain records for each fiscal year reporting when required to the Board, and shall perform other duties as assigned by the President or the Board of Directors. The fiscal year shall be from August 1 to July 31.

6.4.1 Accounting

Access to the established bank account(s) shall be limited to the President and Treasurer. Reasonable written requests made in the normal course of business by any Member shall be allowed for an accounting relative to said bank account(s). The Treasurer shall be responsible for providing said accounting within 90 business days of said written request.

ARTICLE 7 - SPECIAL MEETINGS

7.1 Special Meetings

Special meetings may be called by the Executive Board for any reason attributable to the Association’s needs. An agenda shall be presented to all Members pursuant to the normal course of Association communication.

7.A.1 Notice Special Meetings

Notice for any/all special meetings shall be given in writing through the normal course of Association communication and to all Members of the Association, at least thirty (30) days prior to the date and time set for said meeting.

7.A.2 Special Executive/General Board Meetings and Notice

Notice for special Executive and/or General Board meetings shall be given to all applicable Board Members at least one (1) week in advance of the date and time set for said meeting. Every effort shall be made to ensure full attendance. In the event that a vote will be called and/or required at said special meeting, additional time shall be given to ensure full attendance. An Agenda may be presented to all applicable Board Members prior to said meeting.

ARTICLE 8 - FUNDS AND LIABILITY

8.1 Association Funds

No part of the funds of the Association shall inure to the benefit of, or be distributable to its individual members, officers, or other private person, except as indicated herein.

8.1.A Reasonable Compensation for Services Rendered

The Association shall be empowered via a simple majority vote, taken at any scheduled meeting, to authorize payment of reasonable compensation for services rendered for the benefit of the Association which shall include but not be limited to: Expenses incurred and/or reimbursements made for expenses incurred on behalf of the Association by a Member; Payments and distribution in furtherance of the purposes set forth and specified in the Association Constitution and/or By Laws or as identified and approved by Membership.

8.1.B General

Notwithstanding any other provision of the Association’s Constitution and/or By Laws, the Association shall not carry on any other activities not permitted to be carried on a) by an Association/Organization exempt from Federal IncomeTax under section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law) or b) by an Association/Organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

8.1.C Distributions after Dissolution

Upon dissolution of the Association, the Executive Board shall, after paying or making arrangements for the payment of any/all liabilities of the Association, dispose of all assets and/or monies of the Association according to the provisions of Article 11 herein.

ARTICLE 9 - AMENDMENTS

9.1 Amendments

The Association By Laws may be amended and/or revised at any time pursuant to the procedure set forth below and upon a two-thirds (2/3rds) affirmative majority vote of the membership in attendance.

9.1.A Meeting Requirement

A vote may be taken at any regularly scheduled meeting and/or pursuant to Special Meeting called in accordance with these By Laws.

9.1.B Review of Executive Board and/or General Board of Directors

A Special Meeting shall be called to discuss and review any/all proposed amendments. The Special Meeting can be called either together (both the Executive and General Board of Directors) or separate with the Executive Board meeting first and then following with presentation to the General Board of Directors. A unanimous vote of the Executive and General Board is required for approval of any/all proposed amendments.

9.1.C Notice to Association Members

Once unanimously approved by both the Executive and General Boards, any/all proposed amendments shall then be presented, in writing, to all Association Members. Notice of proposed amendments shall be given to all Members of the Association in writing through the normal course of Association communication. Notice shall include a copy of any/all proposed amendments and shall be provided at least thirty (30) days prior to the meeting date and time set for approval of said proposed amendments.

9.1.D Right to Review

The Association Members shall have the right to review and/or provide written comment over a thirty (30) day time period. Any/all written comment shall be provided to the Association Secretary who shall then bring the same back to the Executive and General Board for discussion. Upon expiration of the thirty (30) day time period, any Members’ proposed revisions shall be put before and set for discussion and vote by the Executive and General Board for additional approval pursuant to the procedures set forth herein.

9.1.E Final Membership Approval

After completion of the above, the final proposed draft of amendments shall be presented to the Association’s Membership at the next regularly scheduled meeting. Said final amendment draft shall be included and/or attached to the Agenda for the meeting. A two-thirds (2/3rds) affirmative vote of the Association’s Membership in attendance, shall be required for final approval of any/all proposed amendments to the Association By Laws. A unanimous vote shall be required for approval of any/all amendments to the Association Constitution.

ARTICLE 10- LIABILITY

10.1 General

The Members of the Association shall not be liable for any debt, obligation, judgment, claim against, or any other liability of the Association of any type or nature, whenever and however arising, except to the extent expressly assumed by the Association pursuant to these By Laws. The failure of the Association to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs shall not be grounds for imposing personal liability on the Members for liabilities of the Association.

ARTICLE 11 - ACCOUNTING AND RECORDS

11.1 Accounting and Records

At the discretion of the Executive Board, the Members may maintain the following records at the Principal Office.

11.1.A Copies of the Association's federal, state and local income tax returns and reports, if any, for the (3) three most recent years; and

11.1.B Any financial statements of the Association for the (3) three most recent years.

11.2 Association Constitution, By Laws and Amendments

A copy of the Constitution and By Laws and Amendments thereto may be either kept at the Associations Principal Office or on line on the Association Website.

ARTICLE 12 - DISSOLUTION AND WINDING UP

12.1 Dissolution

The ACBA may be dissolved at any general or special meeting by proposed resolution pursuant to the provisions set forth herein.

12.1.A Vote

Any resolution for dissolution shall be adopted by an affirmative two-thirds (2/3rds)

majority vote of all Members present.

12.1.B Notice

Notice of dissolution shall be required and shall be the same as detailed in Article 7.A.1 of these By Laws.

12.2 Effect of dissolution

Upon dissolution, the Association shall cease carrying on normal operations (except as might be necessary to complete legitimate duties of the Association), as distinguished from the winding up of the Association business; the Association is not terminated, but shall continue until the winding up of the affairs of the Association is completed and the Certificate of Dissolution has been issued by the State of original incorporation, Department of Commerce. The Members shall make every effort to wrap up the affairs of the Association as quickly as possible.

12.3 Liquidation

The Association may not be wound up until the Association’s articles of organization have been canceled and the assets of the Association have been distributed as provided herein. On the dissolution of the Association, the Executive Board must liquidate the assets of the Association, apply and distribute the same as provided by these By Laws, and cause the cancellation of the Association's articles of organization.

12.4 Distribution on liquidation

Upon the dissolution of the Association and incident to the winding-up of the Association's business and affairs, the Executive Board must pay or make provision for the payment of all liabilities and obligations of the Association, actual or contingent, and all expenses of liquidation. Any amounts the Executive Board may deem necessary to provide a reserve for any unforeseen liabilities and obligations may, in the Executive Board’s discretion, be deposited in a bank or trust company on the terms and for the period of time the Executive Board may determine.

12.4.A Intent of Distribution on Liquidation

Disposition shall be made in accordance with and for the sole purposes of the Association and in such a manner, or be consistent and in compliance with like organizations pursuant to section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law) and/or as the Executive Board shall determine appropriate. Any such assets not so disposed of shall be disposed of by the Superior Court in the County in which the principal office of the corporation is located, exclusively for such purposes.

12.5 Winding up and Certificate of Dissolution

The winding up of the Association shall be completed when all debts, liabilities, and obligations of the Association have been paid and discharged or reasonable adequate provision therefore has been made. Upon the completion of the winding up of the Association, a Certificate of Dissolution shall be delivered to the State of incorporation, Department of Commerce for filing. The Certificate of Dissolution shall set forth the information required by the Act.

Article 13 - MISCELANEOUS

13.1 Governing law

These By Laws are governed by and construed in accordance with the laws of the State of incorporation, without regard to any conflict of law provisions.

13.2 Severability

These By Laws are intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules, and regulations of the jurisdictions in which the Association does business. If any provision of these By Laws or its application to any person or circumstances is, for any reason and to any extent, invalid or unenforceable, the remainder of these By Laws and the application of that provision to other persons or circumstances is not affected by it, but rather must be enforced to the greatest extent permitted by law.

13.3 Notice

Notices to the Members or to the Association are deemed to have been given when sent via email and/or via Facebook and/or in the normal course of the Association’s communication.

13.4 Caption

The section titles or captions of these By Laws and/or Constitution are provided for the sake of convenience only and are not deemed part of the context of these By Laws and/or Constitution.

13.5 Taxable year

The taxable year of the Association shall be January 1 to December 31.