American Coturnix Breeders Association, INC. BYLAWS

ARTICLE 1

NAME

The name of this organization shall be American Coturnix Breeders Association, INC. with the acronym of ACBA. The name may also be shortened to American Coturnix Breeders Association in an informal context.

ARTICLE 2

PURPOSE

The American Coturnix Breeders Association, INC. is a not-for-profit corporation. The ACBA was created to promote Japanese quail (Coturnix japonica), to create a breed standard, and to encourage quail showmanship. 

ARTICLE 3

AFFILIATION

American Coturnix Breeders Association, INC. shall not be affiliated with any other organization. It shall be an independent, non-profit organization. It may cooperate with other organizations which promote the breeding of Japanese quail.

ARTICLE 4

MEMBERSHIP

All individuals interested in the purpose of this organization shall be eligible for membership.

Classes of membership and the fee structure for the classes of membership shall be set at the discretion of the Board of Directors. The membership year shall be one calendar year from the date of membership payment.

ARTICLE 5

BOARD OF DIRECTORS AND OFFICERS

There shall be a Board of Directors of four (4) voting members. In the event of a tie between board members, a poll will be held by a simple majority vote of the membership in attendance.

The Board shall direct the activities and set the policies of the organization. The Board shall meet on the first Wednesday of each month at 6:30 PM EST, unless the day falls upon a United States national holiday, therein it will be the second Wednesday of that month. The officers of this organization shall be President, Vice President, Secretary, and Treasurer.

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.

Members may recall any board member for any reason by presenting a petition with member signatures of at least 20% of the current membership roster. A board member will be successfully recalled by a two-thirds (2/3) vote of the membership in attendance. 

ARTICLE 6

BI-ANNUAL MEETING/ELECTIONS

The Bi-Annual Meeting of the American Coturnix Breeders Association, INC. shall be held each odd year in May and shall be open to the members.

The election of the Board of Directors and Officers shall take place at the Bi-Annual Meeting by a simple majority vote of the membership in attendance. In case of a tie, successive rounds of voting will occur between only the tied candidates until one person achieves a simple majority vote. The term of the Board of Directors and Officers shall begin June 1 following the Annual Meeting and continue for a period of two years or until a vacancy is declared.

At the Bi-Annual Meeting, a single slate of Board of Directors and Officers shall be presented by the Nominating Committee. Additional nominations may be made from the floor provided that prior consent of each nominee has been secured.

Directors and Officers shall be eligible for consecutive terms.

ARTICLE 7

DUTIES OF OFFICERS

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.

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

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.

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.

ARTICLE 9

FUNDS AND LIABILITY

No part of the funds of the organization shall inure to the benefit of or be distributable to its individual members, officers, or other private persons, except that the organization shall be empowered and authorized to pay reasonable compensation for the services rendered, expenses incurred, and to make payments and distributions in furtherance of the purposes set forth in Article 2 above.

Notwithstanding any other provision of these articles of association, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by an 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).

On dissolution of the organization, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the organization, dispose of all assets of the organization according to the provisions of Article 11.

ARTICLE 10

AMENDMENTS

These By-Laws may be amended and/or revised at the Bi-Annual Meeting of this organization by a two-thirds (2/3) vote of the membership in attendance, provided that advanced notice of such proposed amendments and/or revisions shall have been made available for review and comment by all members at least 60 days prior to the Bi-Annual Meeting.

ARTICLE 11

DISSOLUTION

The American Coturnix Breeders Association, INC. may be dissolved at any general or special membership meeting by a resolution adopted by an affirmative vote of two-thirds (2/3) of the attending members. Notice requirements as provided for in Article 10 of these By-laws shall apply.

Upon dissolution of the corporation, the Board shall, after paying or making provision for the payment of all liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or such organization or charitable, educational, religious, or scientific as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provisions of any future United States Internal Revenue Law) as the Board shall determine. 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.