ARTICLE I NAME
Section 1. Name
The name of this organization shall be the Ayam Cemani Breeders Association hereafter referred to as the ACBA and/or the Association.
ARTICLE II PURPOSE
Section 1. Purpose
Its objectives shall be:
a. To encourage responsible breeding for the continued development and improvement of Ayam Cemani in the United States.
b. To create a united environment for all Ayam Cemani breeders across the United States and Canada.
c. To encourage proper husbandry and economics of Ayam Cemani through education
d. To promote the exhibition of Ayam Cemani.
e. To provide a positive and educational environment for those interested in learning about or wanting a start inbreeding Ayam Cemani.
f. To develop, maintain, and enforce a strict Standard of Perfection for all divisions of the ACBA.
ARTICLE III MEMBERSHIP
Section 1. Membership
Membership is open to any person of good moral and business reputation interested in breeding Ayam Cemani, or any organization promoting the interests of the Ayam Cemani, may become a member of the Association upon payment of the required dues and under one of the following classifications.
a. Individual Annual Member (Voting)
b. Associate Member (non-voting) which may be any Poultry Association, Variety or Breed Club, Fair, Poultry Show or Educational Institution interested in the Ayam Cemani.
c. Junior Annual Member(non-voting) any boy or girl not over 18 years of age.
d. Family (limited to 2 votes) spouses and any children under the age of 18 living at home
Section 2. Voting
Voting is restricted to Individual Annual members in good standing, and does not include Junior annual members. Eligible members may vote for proposed changes in the constitution and for President, Vice-President, and Director for the District in which they reside, and also at all Annual, Semi-Annual and any special or monthly meetings of the Association.
Section 3. Misconduct of Members
The Association shall have jurisdiction in case the conduct of any member is harmful and a discredit to the Association or Ayam Cemani advancement, and may suspend or expel members for due cause by majority vote of the Board of Directors, after a full hearing before the Board.
ARTICLE IV OFFICERS
Section 1. Officers
The officers of this Association shall be a President, a Vice-President, a Secretary, a Treasurer, 12 District Directors, one Director-at-Large, and an Election Commissioner.
Section 2. Election and Term of Office
a. The President, Vice-President, and 12 District Directors shall be elected for a term of two years in even-numbered years. The President and Vice-President may only serve two consecutive terms or a total of four consecutive years. After dropping out for one two-year term, they may again run for another two consecutive terms.
b. The Director-at-Large shall automatically be the immediate past President, who shall serve until the present President retires from office.
c. The Secretary and the Treasurer shall be selected by the Board of Directors and serve at their pleasure. The two offices may be combined as one office or divided in any way that the Board of Directors decides will best serve the interests of the ACBA.
d. The Election Commissioner shall be named by the Board of Directors to serve in times of election or votes, and he or she shall not be a member of any other Association committee.
e. All duly elected officers at each election shall officially take office on January 1st and their terms shall run from this date to December 31st two years later.
f. Should there be no candidate filing for any elective office by the deadline date, the Board of Directors may select a desirable person for same with his or her consent and the name is included on the voting ballot. The Board, by majority vote, may be polled by the President by mail, email, Private message or by phone.
g. In the event that there is only one candidate on the ballot for President and Vice President and there are no Constitutional Changes to be voted on, elections will be held in those Districts where there is more than one candidate for District Director only.
Section 3. Qualification of Officers
a. Only Individual Annual members, who have been active members, for a minimum of the 6 months in this Association shall be eligible to file for, and if elected, hold office. They will also maintain up to date membership while holding the office.
b. Complete details on notice of elections, time to file, counting of ballots and notification are given in the By-Laws.
Section 4. State and Provincial Representatives
State and Provincial Representatives shall be appointed by the District Director of each district and shall place State (Provincial) Meets and assist the director in promotion of the ACBA at meets across the State or Province they represent.
ARTICLE V DIRECTORS DISTRICTS
No.1. Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, Connecticut
No.2. New York, Pennsylvania, New Jersey, Delaware, Maryland, District of Columbia
No.3. Michigan, Ohio, Indiana.
No.4. Virginia, West Virginia, Kentucky, Tennessee, North Carolina
No.5. Minnesota, Iowa, Wisconsin, Illinois, North Dakota, South Dakota
No.6. Missouri, Kansas, Nebraska, Colorado
No.7. Texas, Oklahoma, Arkansas, Louisiana, Mississippi
No.8. California, Nevada, Utah, Arizona, New Mexico
No.9. Washington, Oregon, Idaho, Montana, Wyoming, Montana, Alaska, Hawaii
No.10. Canada, all east of the west line of Ontario
No.11. Canada, all west of the west line of Ontario
No.12. South Carolina, Georgia, Florida, Alabama, Puerto Rico, Bermuda
ARTICLE VI MEETINGS
Section 1. Meetings
a. The Monthly meetings or conventions are very important meetings of the Association and advance notice of the place and time should be given by the Secretary on the first week of the month, to be schedule for the last week in the month, if at all possible. The Board shall decide on the time and allotted time needed of the meets after reviewing the requests from the Association members.
b. Special meetings may be called by the President on written request of a majority of the Board, or on the written request of not less than 10 members.
Section 2. Quorum
a. All present voting members, attending the meeting, will qualify as a Quorum
Section 3. Proxy
a. Should it be impossible for a member of the Board of Directors to attend an Annual, Semi Annual or special meeting, he or she may select a qualified member of the Association from his or her district as his or her proxy, to act at such meetings and vote in his or her stead with the same force and effect as though he or she was present.
ARTICLE VII AMENDMENT
Section 1. Add or Change
Amendments should be presented at a meeting to be voted on the following monthly meeting, with notices being made via email of the amendment by the secretary a minimum of two weeks (14 Days) before the next meeting. At the time of announcement, the board may vote on the
proposal to show their opinion only, before it is presented at the next monthly meeting. Voting members and Board members will cast their official votes during the meeting where the vote is called
upon to add/change an Amendment.
ARTICLE VIII DUTIES OF OFFICERS
Section 1. President
The President shall be a member of, and act as Chairman of, the Board of Directors and the Finance, Ways and Means Committee and shall be an ex-officio member of all committees unless otherwise provided.
a. The President shall take the initiative in Association matters, safeguarding its interests at all times and especially between monthly meetings, and perform such other duties as usually pertaining to this office.
With the consent of a majority of the Board of Directors, he or she may take such action as seems necessary in any matter involving a legal procedure to protect the interests of the Association. He or she may attend important poultry meetings and exhibitions in the interest of the Association.
b. The President shall be the sole interpreter of the Constitution and By-Laws when the Association is not in session.
In case of death, resignation or removal of the President, the Vice-President shall thereupon become President and assume his or her duties. In case of the absence, disability or inability of the President, the Vice-President shall perform his or her duties. In case of the absence or disability of both the President and Vice-President, then the Board of Directors shall select one of its members to act as Interim President.
Section 3. Board of Directors
The Board of Directors shall have general control and supervision of the affairs of the Association, the enforcement of all rules, and in the intervals between meetings shall have authority to take such action, not in conflict with the Constitution and By-Laws, as is necessary to give effect to
measures voted by the Association.
a. The board shall convene at least one day in advance of the monthly meeting and shall not adjourn sine die until after the final adjournment of the meeting of the Association. One of the first items to be considered by the Board at the meeting is the preparation of the A.C.B.A. budget consisting of a detailed summary of estimated income and expenses, including an item for emergency expenditure. The budget for the coming month shall be presented for approval by the members before the adjourning of the meeting, also a general report of actions of the Board while at the meeting should be kept as well as the time in session of said meetings. The Board shall have authority to contract indebtedness in the name and interest of the Association provided such indebtedness does not exceed the respective amounts stipulated in and approved in the annual budget.
b. If a Director fails to function or properly perform his or her duties, either through death, disability or lack of interest the President with majority approval of the Board of Directors, may appoint a new Director to serve the remainder of the unexpired term.
Section 4. Vice President
The Vice-President shall be a member of the Board of Directors. He or she shall preside at all meetings at which the President is not present, and shall succeed him or her to office in case of the disability or inability of the President to continue in office.
Section 5. Secretary
The Secretary shall devote his or her time and attention to the duties of his or her office, and promotion of the objectives of the Association. He or she shall prepare and distribute all notices of meetings of the Association and of the Board of Directors and shall keep the minutes of such meetings. He or she shall conduct the general correspondence of the Association and keep on file all letters received, also carbons or duplicates of all letters sent. He or she shall have authority, to assign necessary office assistance as needed.
a. The Secretary shall furnish all new or renewal certificates of membership, and shall notify members 30 days prior to the expiration of membership so that members can be kept current. He or she shall keep a
correct list of the names and addresses of all members of the Association with dates of their election to membership. He or she shall bring a list of the paid-up Individual Annual members to each Monthly, Annual, and Semi-Annual or special meeting in order to show those eligible to vote on Association matters at the meetings.
b. The Secretary shall keep full and complete records of all financial and business transactions which go through his or her office and shall make a monthly report to the members in order that the affairs of the Association are kept up to date. No contract of purchasing calling for the expenditure of more than $100 shall be made without the approval of the members.
c. He or she shall conduct the general correspondence of the association and keep on file all letters received and also carbons or duplicates of all letters sent.
d. The Secretary shall be the custodian of and keep well insured all property of the Association. He or she shall also be the custodian of the Seal of the Association, which he or she may use only under the direction of the President or the Board of Directors.
Section 6. Treasurer
The Treasurer shall be the custodian of all the money belonging to the Association. The Treasurer shall have never been convicted of a felony and must be Bondable. All general funds shall be deposited in banks or financial institutions making payments only by check or authorized debit cards. The Treasurer shall keep a complete record of all accounts received and disbursed by him or her, and shall have the accounts always open for inspection by any member of the Board of Directors.
The offices of the Secretary and Treasurer may be combined into one single office if the Board of Directors determines it to be in the best interest of the Association. If this is done and at a later date, the Board decides there should be a separate Secretary and a separate Treasurer in order to best serve the interest of the Association, then this may be done as provided by the Constitution, under
ARTICLE IV – OFFICERS
Section 2, paragraph (c).
Section 8. The Election Commissioner serves in odd-numbered years when the Association officers are elected. The results of voting are immediately given to the Secretary whose duty it is to notify the candidates and make official notification to the Members.
ARTICLE IX ELECTION OF OFFICERS
Section 1. The Election Commissioner and the Secretary shall hold, or cause to be held, the election of officers of the Association as designed in the Constitution and in the following manner:
a. At least seventy-five days before the general election, the Secretary shall invite applicants as candidates for the elected officers.
b. No member shall run for more than one office at a time or hold more than one position within the Board of Directors. In the case of open positions, another election should be held within 45 days to fill the remaining positions. Unfilled positions after the second election may be filled by an appointment by a majority vote of the Board.
c. The President and Vice-President may only serve two consecutive terms of two years or a total of four consecutive years, but after dropping out for another two-year term, may again file for and serve another two terms, if elected. This is provided by the Constitution under ARTICLE IV, Section 2, Election and Term of Office, paragraph (a).
d. On the last Tuesday in November the Secretary shall make an announcement to all eligible voters. The announcement shall list the candidates in alphabetical order for each office to be filled.
e. The Election Commissioner shall count the ballots. No write-in names will be counted. All votes are confidential to the Commissioner. He or she shall immediately after counting, notify the Secretary of the results and the Secretary shall notify the candidates at once of the results and also send them to the Board of Directors and the members. In case of a contested election, the Board of Directors shall select a special committee of three members of the Association for a final decision.
f. All officially elected officers shall take office on January 1st following their election.
g. In case of a tie vote, a new election will be held within the following 45 days after verification of the tie. In case of a contested election, the Board of Directors shall select a special committee of three members of the Association for a final decision.
h. After counting the ballots, the Election Commissioner shall immediately send them to the President in case of a tie vote or contested election. The President shall vote in the case of a tie vote by the membership.
ARTICLE X FILING COMPLAINTS AND CHARGES
Complaints by members of this Association against persons or organizations under its jurisdiction for dishonest practices or acts or conditions detrimental to the Association, and to the interest which it represents, must be made in writing and in duplicate addressed to the President and to the Secretary no later than 90 days from the time of the incident.
a. If the complaint appears to be warranted, the President will contact the parties involved and try to adjust the matter. If it cannot be adjusted by the President within 30 days, he or she will refer it to the Board of Directors. The Board will then have 45 days to attempt to adjust such cases to the satisfaction of those involved without prejudice to the Association. If the board is unable to do so and a majority of the board decides the case demands such action, it shall be referred to members for trial.
b. The Board of Directors will then have 30 days to compile and notify the defendant a detailed statement of the charges. The members will hear the case at the next regular scheduled meeting of the Association.
c. At the hearing and trial before the members, both the complainant and the defendant shall have the right to appear and speak. The Board shall have authority to summon witnesses and take depositions, with ample notice to both complainant and defendant to do likewise if desired. A majority vote of the members shall determine the case.
d. Any person found guilty shall have ninety days to file an appeal asking for a review of the Board at its next monthly meeting.
ARTICLE XI COMMITTEES
Any new committees wishing to form within the Association must submit a proposal to the President and Upon receipt of the proposal, the President has fifteen (15) days to present the proposal to the board. The proposal must receive two-thirds (2/3) votes by the board to be accepted. The President and the Board reserve the right to modify the proposal as they deem necessary.
a. Upon approval and formation of a committee, all members will be notified of the new committee and the names of the members on the committee.
b. The President may appoint such special committees as he or she may deem advisable or as directed by the Board of Directors. No special committee shall be created to handle any matter already within
the jurisdiction of a present committee.
c. When a committee or a member thereof is unable to act or fails to adequately perform its duties, the President and Board of Directors may declare such position vacant and appoint a new committee member.
d. All committee members shall serve a period of one year from the date of appointment.
e. All committees shall receive their instructions from the President or the Secretary
ARTICLE XII ORDER OF BUSINESS RULES
Section 1. Robert?s Rules of Order shall be the parliamentary guide of this Association, subject to the requirements of the Constitution and By-Laws and to such official rules as may be adopted by this Association.
ARTICLE XIII AMENDMENT
Section 1. These By-Laws having been approved by a two-thirds vote of the members can be repealed or amended only by a like vote during the election year and voted on during the elections. Amendments passed will be in effect when the elected comes into office.
ARTICLE XIV – THE AMERICAN STANDARD OF PERFECTION FOR THE AYAM CEMANI
a. The committee on the Standard of Perfection for the Ayam Cemani, with the approval of the Board of Directors, shall have the right to correct any apparent mistakes and to rearrange any text or illustrations in the Standard if it is in the best judgment and is in the best interest of the Association, but nothing shall be changed to materially alter the existing shape and color descriptions, except as the result of a General Revision. The SOP committee is chartered to produce and maintain the American Standard of Perfection for the Ayam Cemani. The SOP committee is selected by the board and only replaceable by the Board of Directors.
b. A general revision of the Standard of Perfection of the Ayam Cemani shall be accomplished in a time defined by the Board of Directors, starting when the Board of Directors makes the decision to declare a revision. When the decision is made, the Secretary, through the Association monthly report and a post to the association Facebook group, shall give notice that a revision is planned and that any proposed changes be sent to the Chairman of the Standards Committee by the middle of the time given allowed by the Board of Directors. During revisions, the Standards Committee shall be called the Standards Revision Committee shall study the reasonable proposals, which must be in harmony with the general format and general terms of the present Standard of Perfection, and make their recommendations. The
approval process shall extend over two (or four) meetings. If needed the Board of Directors can assign a time period to allow for the process to be accomplished in an orderly manner but shall not exceed six months. At least one month before the first meeting after the committee deadline is due, the proposed changes and the Standards Revision Committees recommendations shall be published on the Association website and in the Associations Facebook group. Members of the Association should express their opinions on these proposals to the Director of their District. The proposed changes shall be presented at the Board of Directors meeting for general discussion the day before the monthly meeting and then at the regular monthly meeting. The Standards Revision Committee shall review and study any suggestions and make revisions if indicated. The committee shall again publish on the Association website and in the Association Facebook group 15 days prior to the next regular monthly meeting.
Again, members should express their opinions to their District Director. The final proposed changes shall be presented to the Board of Directors meeting in the following month where a majority vote shall rule.
ARTICLE XV – MEETING AGENDAS
a. The President and the Secretary shall prepare a complete agenda prior to and in advance of each monthly meeting.