ARTICLE I - Purpose

ARTICLE II - Membership

Section 1:  Rules Governing Membership
Section 2:  Classification of Membership
Section 3:  Transfer of Membership

ARTICLE III - Officers and Directors

Section 1:  Election of Directors
Section 2:  Duties of Directors
Section 3:  Election of Officers
Section 4:  Duties of Officers

ARTICLE IV - Committees

Section 1:  Appointment, Composition and Duties
Section 2:  Meetings
Section 3:  Standing Committees

ARTICLE V - Membership Meetings

Section 1:  General Membership Meeting
Section 2:  Special Membership Meeting
Section 3:  Quorum
Section 4:  Parliamentary Authority
Section 5:  Eligibility

ARTICLE VI - Amendments

Section 1:  Bylaw Amendments
Section 2:  Rules Amendments

ARTICLE VII - State and Regional Associations

Section 1:  Authorization
Section 2:  Implementation
Section 3:  Responsibility
Section 4:  Deviations
Section 5:  Conflict of Schedules

ARTICLE VIII - Grievance Procedures

Section 1:  Eligibility
Section 2:  Intent
Section 3:  Procedures
Section 4:  Appeals
Section 5:  Parliamentary Procedure
Section 6:  Liability for Expense
Section 7:  Findings              

ARTICLE IX - Dissolution

AMERICAN PINZGAUER ASSOCIATION

BYLAWS

ARTICLE I - Purpose

The American Pinzgauer Association is the American Herdbook Affiliate for the Pinzgauer Cattle International.  The Association has as its primary objective; the development, registration, and promotion of the Pinzgauer breed of cattle in the United States of America.  The ultimate goal of the Association is to ensure that the Pinzgauer breed will make an important contribution to the improvement of the cattle industry in America.

The Association is open to all cattle breeders who wish to import purebred Pinzgauer cattle and/or engage in a supervised pedigree program for the development of the Pinzgauer breed in the United States.  The Association shall establish and maintain efficient systems for the registration, recordation, and evaluation of qualified pedigree Pinzgauer cattle.

One of the primary aims of the Association will be to maintain high breeding standards with emphasis placed on beef production.

ARTICLE II - Membership

Section 1:  Rules Governing Membership

A. Application for membership should be submitted to the Association’s registry office.

B.  The Board of Directors shall have the power to accept or reject any application for membership and the power to suspend or expel any member who conducts himself in a manner detrimental to the Association, or fails to comply with the rules and regulations, without refund of membership fee.

C.  Any person whose membership has been revoked must make a written application for reinstatement to the President of the Board of Directors and can be reinstated only after having received two-thirds (2/3) affirmative vote of the Board of Directors.

D.  There shall be only one authorized person per membership to vote or act on behalf of the membership; be it a partnership, individual or corporation.

Section 2:  Classification of Membership

A.  “Active” members shall be owners or breeders of Pinzgauer cattle who meet one of the following requirements:

1.  Pay the membership fee.

2.  Charter Members will be considered active if they have done business with the Association in the past two years. Only active members in good standing shall vote and hold office.

B.  “Junior” members shall be owners or breeders of Pinzgauer cattle who have not attained the age of twenty-one years and who have paid the membership fee.  Junior members shall be allowed to participate in their class activities until December 31^st immediately following their twenty-first birthday.  To become an “Active” member, the ex-junior member must pay the difference in junior member fee and active member fee by January 10 following his twenty-first birthday.  Nonvoting, reference Article II, Section 2, Subsection A.

C.  “Honorary” members are individuals or firms who have made an outstanding contribution to the development of the Pinzgauer breed of cattle.  They are elected by the general membership of the Association provided they have been recommended for such an appointment by a prior resolution of the Board of Directors.  Non voting, reference Article II, Section 2, Subsection A.

D.  “Associate” membership is available after paying appropriate dues, to companies, corporations, and individuals who are doing business with Pinzgauer breeders. Non voting, reference Article II, Section 2, Subsection A.

E.  Active and Junior members may conduct business with the Association for the normal fee per transaction.  All others will be charged twice (2X) the normal fee.

Section 3:  Transfer of Membership

A.  Active memberships.  Transfer may be made upon request:

1.  To a joint membership with a spouse or other members of immediate family originally issued to an individual.

2.  To an heir designated by will: or in the estate, by designation of other heirs.

3.  To a surviving partner of a partnership.

4.  To one of the individuals of a dissolved partnership, designated by transfer endorsement signed by the other partner or partners.

5.  To a stockholder of a corporation designated by transfer endorsement of the corporation, signed by its President, or Vice President, attested by its Secretary and sealed.

B.  To transfer from a Junior member to an Active member, the difference in the membership fees must be paid.

ARTICLE III - Officers and Directors

Section 1:  Election of Directors

A.  Only Active paid up members in good standing may be directors.

B.  The National Board of Directors shall consist of twelve (12) members, with a minimum of four (4) directors being elected each year.  Only one (1) board member per membership with no more than four (4) directors coming from any one region, and no more than three (3) directors from one state.

C.  The regions established are constituted as follows:

1.  The Northwestern Region includes:  Washington, Oregon, Alaska, Montana, Idaho, Wyoming, and Colorado.

2.  The Western States Region includes:  California, Nevada, Hawaii, Utah, and Arizona.

3.  The Southwestern Region includes:  New Mexico, Texas, Arkansas, Louisiana, and Oklahoma.

4.  The Mid Western Region includes:  North Dakota, South Dakota, Nebraska, Iowa, Kansas, Missouri, Illinois, Wisconsin, and Minnesota.

5.  The Southeastern Region includes:  Tennessee, North Carolina, South Carolina, Mississippi, Alabama, Georgia, Florida, Kentucky, West Virginia and Virginia.

6.  The Eastern Region includes:  Indiana, Pennsylvania, Delaware, Michigan, Maryland, New Jersey and Ohio.

7.  The Northeastern Region includes:  New York, Connecticut, Massachusetts, Vermont, New Hampshire, Maine, and Rhode Island.

D.  Directors shall be nominated and elected by written ballot according to the following plan:

1.  At least ninety (90) days prior to the annual meeting, a nominating request shall be mailed to all active members.  Members should nominate appropriate candidates from within their membership region and return such nominations to the registry office no later than fifty (50) days prior to the annual membership meeting.  The members receiving the most nominations for each of the four (4) respective vacancies will be placed on the election ballot.

2.  Not less than forty (40) days prior to the annual meeting, the ballots shall be mailed to active members.  These ballots shall include the two members with the highest nomination for each position, total of eight (8).  Members should vote for no more than four (4) candidates.  Ballots must be returned to the designated Certified Public Accounting firm not less than five (5) days prior to the next stated annual meeting in order to be valid and counted.

E.  Directors shall be elected for a term of three years and may succeed themselves only once.  They shall again become eligible for election to the Board of Directors after one (1) years absence from the Board.

F.  In the event of an unexposed vacancy on the board, it shall be the duty of the Executive Committee to appoint an interim director to fill the unexpired position.  This appointment must take place within one hundred twenty (120) days after the development of the vacancy.

Section 2:  Duties of Directors

A.  Directors shall have two (2) regular meetings each year and called meetings as required.  Two (2) consecutive absences from meetings without sufficient cause shall be interpreted as a resignation.  Such meetings of the board may be called by the President or by the request of the majority of the Board.  A quorum shall consist of at lease four (4) board members representing three (3) regions.  Board members voting by proxy will be acceptable as long as the quorum requirement has been met.

B.  The Board of Directors shall have the authority to conduct the business affairs of the Association, amend, repeal, and enforce such rules and regulations, not contrary to law of the Certificate of Incorporation of these Bylaws, as they deem expedient concerning the conduct, management and activities of the Association, the fixing and collecting of dues and fees, regulations regarding registration, the expenditure of money, the auditing of books and records, the awarding of performance and progeny test awards and other details relating to the general purpose of the Association.

C.  The Board of Directors shall have the authority to hire personnel, enter into agreements and contracts and conduct other business affairs which are advantageous to the welfare of the Association.

Section 3:  Election of Officers

The Directors shall elect from among their own number a President, Vice President, Treasurer and Secretary whose terms of office shall be for one (1) year.  The election shall be conducted by the Board of Directors in conjunction with the Annual Membership meeting.  Officers may succeed themselves only once.  Said officers are to be elected and introduced to members at said meeting.  The Directors may appoint additional officers as they see fit in order to carry out efficiently the affairs of the Association.

Section 4:  Duties of Officers

A. PRESIDENT:  Shall be the chief executive officer of the Association.  He shall preside at its meetings and shall be the chairman of the Board of Directors.

B.  VICE PRESIDENT:  Shall perform in the absence of the President or at his request plus act on directives of the President in the performance of promotional activities.

C.  TREASURER:  Shall perform in the absence of the President and/or Vice President, or at their request he will perform the duties of said officers.  Further, the Treasurer shall be the Chairman of the Finance Committee of the Association.

D.  SECRETARY:  The Secretary is responsible for recording the minutes of Association and Board of Director’s meetings.  Reference Article III, Section 2:  Article V, Section 1.

ARTICLE IV - Committees

Section 1:  Appointment, Composition and Duties

The Association shall have the following standing committees, appointed by the President:  and in addition, such other committees as the President may appoint from time to time.  Each committee shall consist of a Chairman and as many members as shall be considered necessary by the President.  One or more members of the Board of Directors shall serve on each committee.  Each committee, through its Chairman shall report verbally and/or in writing to each meeting of the Board of Directors and annually at the Annual Membership Meting.  All committees will be dissolved at the pleasure of the President of the Board of Directors at each Annual Membership Meeting.  Whenever practicable, committees will be composed of members of several regions.

Section 2:  Meetings

The Chairman of each committee shall be responsible for calling meetings of such committee, either at his own volition or at the direction of the President of the Board of Directors.  Committee meetings may be held in any location agreeable to the members of that committee.

Section 3:  Standing Committees

A.  EXECUTIVE COMMITTEE:  This committee shall consist of the President, Vice President, Treasurer, Secretary and additional officers as may have been elected by the Board of Directors.  The President will be the Chairman of this committee.   It shall be their duty to conduct the affairs of the Association between meetings and implement the instructions of the Board of Directors.  This committee shall have the power to interpret all Bylaws and Amendments and shall have further power as set forth in these Bylaws.

B.  RULES AND BYLAWS COMMITTEE:  It shall be the duty of this committee to recommend changes to the Bylaws and Rules as they deem necessary to the Board of Directors for their approval.

C.  IMPORT-EXPORT COMMITTEE:  This committee shall explore and pursue all possibilities for free movement of Pinzgauer cattle.  Their chief objective will be to facilitate the improvement of the genetic base of cattle available for breeding in the United States.

D.  PERFORMANCE COMMITTEE:  This committee shall encourage, promote, and evaluate breed performance testing.

E.  NATIONAL SHOW AND SALE/EXHIBITION COMMITTEE:  This committee shall make recommendations pertaining to live animal and carcass displays to be supported by the Association.  It shall be their duty to recommend place, time, and date for national shows and sales and persons to be contracted to perform services necessary in conducting said shows and sales.  This committee should review the rules and guidelines for Association sponsored shows and sales and recommend changes.  This committee is also responsible for monitoring and reporting violations of said rules to the Board of Directors, and shall oversee the management of the shows and sales in accordance with the Board’s directives.

F.  FINANCE COMMITTEE:  This committee shall prepare a budget and submit it to the Board of Directors for approval.  It shall also make recommendation to the Board of Directors for the best use of available funds.  The Treasurer shall be the Chairman of this committee.

G.  PROMOTIONS COMMITTEE:  This committee shall make recommendations concerning the advertising and promotion of Pinzgauer cattle to ensure the proper image at sales and in breed publications.

H.  YOUTH COMMITTEE:  This committee shall be concerned with coordinating youth activities on the National and Regional levels.

I.  GRIEVANCE COMMITTEE:  This committee shall seek to resolve the dispute with complaints as outlined in Article VIII of these Bylaws.

ARTICLE V - Membership Meetings

Section 1:  General Membership Meeting

Shall be held each year with a maximum of fifteen (15) months between meetings.  The time and place shall be designated by the President of the Board of Directors.  All members will be notified either by letter or in the official organ of the Association at least ninety (90) days prior to such meeting.

Section 2:  Special Membership Meeting

A.  May be called at the discretion of the President of the Board of Directors.  All members will be notified by letter or in the official organ of the Association at least thirty (30) days prior to the meeting date.  Special business to be conducted shall be defined in the notice of the Special meeting and no other business matters shall be considered.

B.  May be called by petition in the following manner:  A petition bearing the signatures of at least fifty Active members in good standing, and stating the purpose or purposes of the desired meeting shall be presented to the President.  Within ten (10) days of the receipt of the petition, the President shall call a meeting of Active members to be held not less than sixty (60) days and no later than ninety (90) days after the receipt of the petition.  The President shall notify the Active members of the meeting and the purpose or purposes of the meeting not later than thirty (30) days prior to the date of the meeting.  No business other than that specified in the petition shall be considered at the meeting.

Section 3:  Quorum

A. A quorum for a general membership meeting shall consist of the Active members present in good standing.

B.  A quorum for a special meeting shall be fifty Active members in good standing.

Section 4:  Parliamentary Authority

Robert’s Rules of Order for Parliamentary Procedure will be followed at all official meetings of the Association.

Section 5:  Eligibility

Only Active members who are in good standing and whose memberships are paid up are entitled to vote at any Association meeting.

ARTICLE VI - Amendments

Section 1:  Bylaw Amendments

The Bylaws of the Association may be amended by an affirmative vote of three-fourths (¾) of the membership present at any general membership meeting, or special membership meeting.  Notice of all proposed amendments from Active members must be made in writing to the President.  Such proposal(s) must contain the signature(s) of the person requesting the amendments.  The proposal(s) must be in the American Pinzgauer Office at least sixty (60) days prior to a scheduled and announced meeting.  Proposed amendment(s) must be included in the notice calling the meeting.  (Read Article V, Section 1.)

Section 2:  Rules Amendments

The Board of Directors shall have the power to amend the rules of the Association by a three-fourths (¾) majority vote of the Directors with at least two thirds (2/3) of the Directors present.  All changes or amendments to the rules and regulations shall become effective immediately unless otherwise specified by the Board of Directors.  All changes shall be published and forwarded to Active members in good standing, and when amended, notification will be in the next issue of the official organ of the Association and/or by letter.

ARTICLE VII - State and Regional Associations

Section 1:  Authorization

A. State and Regional Pinzgauer Associations may be authorized by the Board of Directors of the Association for the purpose of engaging in the promotion and sale of Pinzgauer cattle, subject to submission of the following written documents to the President of the Board:

1. A request signed by two (2) or more elected officers of the Association to be recognized as a State or Regional Pinzgauer Association.

2. A letter of intent to function and abide by the Bylaws, Rules and Regulations, and such other definitive documents as may presently exist and with any future additions, deletions, or changes that may be accepted by the Board of Directors of the Association and subsequently approved and adopted by the membership of the American Pinzgauer Association.

Section 2:  Implementation

State and Regional charters will be acted upon by the Board of Directors at its next stated meeting following receipt of the documents described in Subsection A above.

Section 3:  Responsibility

The American Pinzgauer Association shall not be held responsible for any of the legal requirements for incorporation or management practices of any State or Regional Association.

Section 4:  Deviations

State and Regional Associations shall abide by all national Association Bylaws, Rules and Regulations, customs and practices.  Nothing in these Bylaws is intended to allow deviations from the American Pinzgauer Association procedures, Rules and Regulations, and practices by State or Regional Pinzgauer Associations.

A. State and Regional Association shall conform to the geographical limits established in the Bylaws of the American Pinzgauer Association.                             

Section 5:  Conflict of Schedules

State and Regional Association meetings and sales dates shall be subordinate to national Association meetings and sales dates.  State and Regional Associations shall forward their sales meetings schedules to the Association office as early as practical for coordination with schedule national Association dates.

ARTICLE VIII - Grievance Procedures

Section 1:  Eligibility

Any member of the Association is eligible to exercise the provisions of the grievance procedures as established herein.

Section 2:  Intent

It is the intent of the American Pinzgauer Association to adapt Bylaws and Rules and Regulations that apply equally and without discrimination to all of its members.  In the event that situations arise where the applicability of the Bylaws and/or Rules and Regulations of the American Pinzgauer Association appear to fall short of the states intent, then any eligible member may exercise the grievance procedures herein described.

Section 3:  Procedures

A.   Grievance procedures shall be initiated by a complaint filed in writing with the President of the Board of Directors who in turn shall refer it to the Chairman of the Grievance Committee.  This document shall set forth in detail the nature of the grievance including date, place, and nature of grievance.

B.   All such filing shall be accompanied by a $100 fee in the form of a cashiers check.  Such fee to refundable if the grievance is settled in favor of the complainant.

C.   The Chairman of the Grievance Committee shall set a hearing within fifteen (15) days of date of receipt of the complaint and committee shall hear grievance and shall seek to resolve the dispute.  Within ten (10) days hearing, complaint will be notified in writing by the Chairman of the Grievance Committee.

Section 4:  Appeals

A. In the event the complaint is not satisfied with the finding of the Grievance Committee, he shall within ten (10) days of receipt of the findings, appeal the findings to the Executive Committee of the Association by written appeal sent to the President.  A date, time and place for the hearing shall be selected, and complainant shall be notified in writing.                               

B.   In the event the complaint is not satisfied with the findings of the Executive Committee, he shall within ten (10) days of receipt of the findings of the Executive committee appeal the findings to the Board of Directors of the Association by written appeal sent to the President who shall forthwith transmit same to the Board of Directors will be selected, and complainant shall be notified in writing by the President.

Section 5:  Parliamentary Procedure

All hearings shall be informal.

Section 6:  Liability for Expense

All expenses incurred for legal services and all other expenses incurred by the Association or the complaint will be the sole responsibility of the party by suggest that the Association is liable for payment of any expenses incurred by the complainant either directly or indirectly.

Section 7:  Findings

The findings of the Board of Directors shall be final.  They shall be transferred in writing to the complainant by the President, and findings of the Board of Directors shall be filed in the Association office.     

ARTICLE IX - Dissolution

Section 1:  Dissolution

The Association may be dissolved at any time by written consent of not less than two-thirds (2/3) of the active members.  In the event of the dissolution of the Association, whether voluntary or involuntary or by operation of the law, none of the property nor any proceeds or assets of the Association shall be distributed to any member of the Association, but after paym,ent of all debts of the Association, any property, proceeds or assets remaining shall be given to a charitable, non-profit organization, to be determined at that time, for the advancement of cattle breeding.