The Constitution outlines the rules by which ANDDA is run. It can only be changed by a 2/3 vote of the membership. The Bylaws are procedures and can be changed by the Board.
American Nigerian Dwarf Dairy Association Inc.
For the purpose of developing and promoting the Nigerian Dwarf breed as a dairy goat and of cooperating with all other organizations promoting dairy goats in general, we, the members of the American Nigerian Dwarf Dairy Association, do hereby adopt this Constitution as the fundamental law of the American Nigerian Dwarf Dairy Association.
ARTICLE I - NAME
Section 1: The name of this organization shall be the American Nigerian Dwarf Dairy Association (ANDDA).
ARTICLE II - PURPOSE
Section 1: The purpose of this Association, which is to operate exclusively as a non-profit organization, is to promote and ensure the continued vitality of the Nigerian Dwarf goat as a true miniature dairy breed by:
ARTICLE III - LOCATION
Section 1 - Offices: The home office of this organization shall be the address of the Secretary-Treasurer, or as otherwise specified by the Board of Directors.
Section 2 - Territory of operations: Territory of operations shall be the United States and Canada, plus other areas as shall request service.
ARTICLE IV - MEMBERSHIP (revised 6/12)
Section 1 - Qualifications: Any individual or family unit interested in the promotion, breeding or sale of the Nigerian Dwarf goat, or in the dairy goat industry, may become a Member upon making proper application.
Section 2 - Applications: Applications for membership shall be presented to the Secretary-Treasurer and shall be accompanied by the annual dues.
Section 3 - Dues: Annual dues shall be set by the Board of Directors as needed to run the organization.
Section 4 - Membership Year: The membership year shall run from January 1 to December 31.
Section 5 - Termination of Membership:
Memberships may be terminated:
Section 6- Voting: A member must be in good standing for at least ninety (90) days (based on the closing date of the election), in order to be eligible to vote.
ARTICLE V - BOARD OF DIRECTORS
Section 1 - Board Membership: (Revised September 2008) The Board of Directors shall consist of seven (7) directors: the President,Vice President, one (1) Director-at-Large, and four (4) District Directors,two (2) from each of the two (2) districts. No individual may hold more than one such position.
Section 2 - Qualifications: An individual Member, in good standing for at least 90 days and at least 18 years of age, shall be eligible to run for and/or serve on the Board of Directors. In order to avoid potential conflicts of interest, a Director may not serve as an officer or director of another national Nigerian Dwarf goat breed-specific organization (registry, association or club) during his/her ANDDA term. In addition, no salaried officer or paid employee of ANDDA shall be eligible to hold a position on the Board of Directors.
Section 3 - Elections: The President, Vice President and Director-at-Large shall be elected by ballot of the entire membership. District Directors shall reside in their respective districts. (See Article XV for exception.) District Directors shall be elected by ballot of Members residing in their respective districts.
Section 4 - Terms of Office: The term of office for all elected positions to the Board of Directors, shall be for two years. During the first year of this Constitution, the Director-at-Large, and the District Director from each district elected with the lower number of votes, shall have a term of one year.
Section 5 - Duties of the Board: The Board of Directors shall:
ARTICLE VI - ELECTIONS (Revised September 2008, July 2013)
Section 1 - Nominations: The Board of Directors shall no later than February 1 of each year appoint an Election Committee which shall include and be chaired by a Director that is not up for re-election. This committee will be responsible for seeking at least one nomination for each Director and Officer position to be filled according to the policy and procedures adopted by the Board. Opening of nominations will be announced to the membership and the membership shall be given an opportunity to submit nominations to theCommittee by whatever means are available (mail, email, phone, or other means). The Committee will confirm that the nominee is willing to serve. All nominees that have confirmed their willingness to serve will be included on the ballot. No individual may be nominated for more than one position. If an individual is nominated for more than one position, they may choose which position they wish to be considered for. Nominations will close on May 1.
The Election Committee shall ensure that the ballot is prepared in accordance with the procedure determined by the Board of Directors and provided to the membership as soon as possible after nominations close.There will be no provision for write in candidates. Balloting will close (must be received by the Election Chairperson or other individual as determined by the Election committee and approved by the Board of Directors) on June 15. The Election Chairperson, or designee as determined by the Board, will tabulate the results and notify the Board of Directors. Elected members will take office on July 1 or when the electionis closed.
If deadlines are missed, the election process will be followed as close to the defined dates as possible. Sitting members shall remain in office until the new election is completed.
If no candidate can be secured, the Board may at any time after the election appoint someone to the position to serve until the next election.
In the event that time period for nominations
has closed, and there are not two or more candidates nominated and running
for the same seat, then the Board of Directors shall declare the nominated
slate to be the official slate of officers and directors for upcoming
term without the necessity of mailing ballots to the membership
Section 2 - Election: A ballot listing the candidates for each position is to be mailed no later than May 15 to all eligible Members. Balloting will close (must be received by the Election Chairperson or other individual as determined by the Election committee and approved by the Board of Directors) on June 15. The Election Chairperson will tabulate the results and notify the Board of Directors, the candidates, the Newsletter Editor and the Secretary-Treasurer by June 20.
Section 3 - Commencement of Office: Newly elected Officers and Directors shall begin their term of office on July 1 and shall hold office for two years. (Except as noted in Article V, Section 4.)
Section 4 - Vacancies (revised July 2013):
With the exception of the President, whose duties would be assumed
by the Vice President, any vacancy on the Board of Directors may be filled
by appointment by the President, subject to approval by the Board of Directors,
until the next regular election. If such vacancy occurs with a remaining
ARTICLE VII - OFFICERS
Section 1 - President: The President shall be responsible for:
Section 2 - Vice President: The Vice President shall:
Section 3 - Secretary-Treasurer: The Secretary-Treasurer shall:
ARTICLE VIII - MEETINGS OF THE BOARD OF DIRECTORS (Revised March, 2010)
Section 1 - Regular Meetings (ongoing
Section 2 - Special Meetings: The
Board may elect to have a face-to-face meeting annually. Whenever possible,
this meeting will be held at a national event such as the ADGA Convention.
Section 3 Quorum for Meetings
Section 4 - Conduct of Meetings
Section 5 - Action Without Meeting
ARTICLE IX - MEMBERSHIP MEETINGS
Section 1 - Annual Meeting: The annual meeting of the Members shall be held each calendar year at such time and place as the Board of Directors shall designate. Notice of annual meetings shall be sent to each Member at least thirty (30) days in advance. In the event the Board of Directors does not on or before January 1 of each year designate a time and place for the annual meeting to be held, the President shall designate a time and place therefore.
Section 2 - Proxy Vote: The newsletter preceding the annual meeting shall contain a proxy vote for use at the annual meeting by those Members unable to attend.
Section 3 - Quorum: Ten percent (10%) of the membership as of March 31 or ten (10) Members, whichever is less, shall constitute a quorum at any meeting of Members.
ARTICLE X - COMMITTEES/SPECIAL APPOINTMENTS
Section 1: The President, subject to approval by the Board of Directors, shall create, and appoint members to, those standing and special committees and make other special appointments as deemed necessary for the Association to achieve the Purpose as outlined in this Constitution.
ARTICLE XI - CONSTITUTIONAL AMENDMENTS
Section 1 - Petition: To amend the constitution, a petition signed by twenty percent (20%) of the membership as of March 31 or twenty (20) Members, whichever is less, or by three (3) members of the Board of Directors, must be submitted to the Secretary-Treasurer.
Section 2 - Balloting: The Secretary-Treasurer shall prepare and mail, within thirty (30) days from receipt of the petition to amend, to all Members eligible to vote, a ballot containing the proposed amendment(s) as well as a brief description of the advantages and disadvantages of incorporating the amendment(s). Voting shall close (all votes received) thirty (30) days following the postmark of the mailing of the ballots. The ballots are to be received by the Secretary-Treasurer, or other person as designated by the Board of Directors. The results of the balloting are to be included in the next newsletter.
Section 3 - Amending the Constitution: In order to successfully amend the Constitution, a two-thirds (2/3) majority vote of all votes cast is required. All constitutional amendments are effective upon adoption, unless the amendment states otherwise.
ARTICLE XII - REDISTRICTING
Section 1: Redistricting shall be done not more often than every five years and shall be done by the Director-at-Large and the four (4) District Directors serving as a committee. Each state in its entirety shall be placed in a given district. The membership of each district should be approximately equal to that of the other. No gerrymandering of lines shall be permitted. No Director’s term shall be shortened by virtue of his residence being moved to another district in the process of redistricting, and no additional Directors shall be elected or chosen by virtue of redistricting.
ARTICLE XIII - LIABILITY (Revised September 2008)
Section 1: The property of Members,
Directors and Officers shall not be subject to the payment of Association
debt to any extent whatever.
ARTICLE XIV - PARLIAMENTARY PROCEDURE
Section 1: On questions of Parliamentary Procedure on which this Constitution is silent, the latest edition of Roberts Rules of Order shall govern.
ARTICLE XV - DISSOLUTION
Section 1 - Determination of Dissolution: In order for this Association to dissolve, a resolution is to be presented to the membership and requires a two-thirds (2/3) majority of all votes cast by the entire membership body.
Section 2 - Distribution of Assets: Upon dissolution of this Association, any funds remaining after all obligations of the Association are completed, shall be donated to Caprine-related charitable organizations