The Oregon Limousin Breeders Association shall be a non-profit organization of persons, firms, partnerships and corporations engaged in breeding high quality Limousin cattle and Limousin-cross cattle, protecting the breed from misrepresentation, improving  existing types and strains of such cattle, promotion of the Limousin breed, procuring desirable publicity, holding and fostering shows and sales featuring such cattle, and promoting teamwork among breeders and cattlemen generally, and any and all activities in connection with or in any manner pertaining to the Limousin and Limousin cross breed of cattle

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It will be authorized to buy and sell property, livestock, equipment, supplies and research data and facilities and to contract for any and all such property or services as the Board of Directors may deem necessary to conduct the activities of the Association.

ARTICLE I

NAME

Section 1:            Name and Location

The name of this Association shall be the Oregon Limousin Breeder's Association. The Principal office and place of business of this Association shall be located at the place of residence of the Secretary or such place as designated by the Board of Directors.

ARTICLE II

MEMBERSHIP

Section 1:            Qualifications.

(a)                Any Limousin breeder or person who is interested in Limousin cattle is eligible for membership.

Section 2:            Classes of Membership.

 (a)       Active Member. The active membership of this Association shall consist of persons,              firms, partnerships, or corporations who own or are interested in Limousin cattle, and who have paid their annual dues.

(b)               Honorary Members are non-voting members who have been granted Honorary Membership in recognition of outstanding services or contributions to this Association on written recommendation of two Active Members, and when such recommendations are approved by the Board of Directors.

 (c)             Junior Member. The junior membership of this Association shall consist of any boy or girl under twenty-one (21) years of age who are interested in Limousin or Limousin-cross cattle. Age is determined by age of the Junior Member on January 1st of the current year. There is no minimum age limit to be a Junior member.

(d)            Associate Members. Shall be persons interested in the advancement of this Association and Limousin cattle and upon whom such membership is conferred by a majority vote at the Board of Directors.

Section 3:            Dues.

(a)        Active membership dues shall be set by action of the Board of Directors annually.

(b)            Honorary members shall not pay dues.

(c)        Junior membership dues shall be set by action of the Board of Directors annually.

(d)            Associate membership dues shall be set by action of the Board of Directors,

(e)        All dues are annual, and are payable January 1 of each year.  Dues are late when received after April 30 of the current year.

(f)         Any member who joins after September 1st will carry membership through the balance of the current year without payment of dues.

(g)                Distributions: None of the dues, fees, net earnings, receipts or payments of any kind shall be distributed or shall inure to private or individual benefit of any member, Officer, or Director, except as may be provided by law upon dissolution of the Association.

Section 4:            Admission to Membership.

(a) Application for membership shall be in writing on blank forms to be furnished by the Secretary. Member shall be admitted upon receipt of such form and all applicable dues by the Secretary.

Section 5:            Voting Privileges of Members.

(a)        Active members shall promptly notify the Secretary of this Association, in writing, the name of the person authorized to represent their respective firm, partnership or corporation. Such designated person shall have all the rights, privileges and consideration of an individual active member. The corporation or membership member shall have the right to change its nominee upon 3 days written notice to that effect delivered to the Secretary or President of this Association.

(b)        Each active member is entitled to one (1) vote

(c)            Honorary, Associate, and Junior members are not entitled to vote

Section 6:            Termination of Membership.

(a)            Membership in this Association shall automatically terminate upon failure of a member to qualify as herein provided.

(b)        Non-payment of Dues.    Members sixty days in arrears in payment of annual dues shall, after (twenty days) written notice by mail, automatically forfeit their membership and be dropped from the rolls by the Secretary. Any member forfeiting membership because of non-payment of dues must make original application of membership before he can be reinstated as a member of this Association. Upon reinstatement, all membership fees are again payable.

(c)        Any member of this Association who shall be expelled for cause from membership in the North American Limousin Foundation shall automatically forfeit his membership in this Association, subject to his right of appeal to the Board of Directors.

(d)            Membership in this Association shall not be transferable of assignable. There shall be no proxies.

Section 7:            Expulsion.

(a)        The Board of Directors of the Association may prefer charges against any member of this Association, based upon any infractions of the By-Laws of the Association, or any act or conduct which may endanger the good order, welfare, credit or reputation of this Association.

(b)        Any member against whom charges may have been preferred by the Board of Directors shall be advised in writing the nature of the charges, and of the time and place of a hearing to be held by the Board of Directors on such charges. Such notice shall be given to such member at least thirty days prior to the date of the hearing on such charges.

(c)        The Board of Directors shall examine such charges as shall have been made against any member at the time and place designated in said notice, and if the charge is sustained by sufficient proof after an opportunity shall have been given the charged member for a hearing, the offending member shall be expelled, providing two-thirds of the Board of Directors shall vote in favor thereof.

(d)               Appeal. Any member suspended by action of the Board of Directors as herein provided, may appeal such suspension to the members represented in person, at a regular meeting, provided that such suspended member shall give written notice of such appeal to the Secretary of the Association, thirty days in advance of such annual meeting. Notice of such appeal shall be contained in the notice of the annual meeting. Upon a review of the facts surrounding the actions taken by the Board of Directors, the membership must them uphold the expulsion only upon a two-thirds vote of the members present at the Annual Meeting. Action by the membership shall be final as to the expulsion or reinstatement of such member who has made appeal from the Board of Directors to the annual meeting.

ARTICLE III

ANNUAL AND SPECIAL MEETINGS OF THE MEMBERSHIP

Section 1:            Annual Meeting.

(a)        The Annual Meeting of the members of this Association shall be held once each calendar year. The time and place shall be designated by the President.

Section 2:            Special Meetings.

(a)       Special meetings of the membership may be called at any time by the President, Vice President, or by a majority of the Board of Directors or not less than one-quarter (1/4) of the active members. The purpose of the meeting shall be included in the notice.

Section 3:            Notice of Meeting.

(a)        Written notice of the time and place of all annual and special meetings shall be mailed (or e-mailed) to the members by the Secretary to the addresses or e-mails as shown on the books of the Association not less than twenty (20) days before the date thereof.

Section 4:            Voting Rights.

(a)        At both annual and special meetings, each person who, according to the records is an active member in good standing shall be entitled to cast one vote on all matters requiring voting; firms, partnerships, or corporations holding individual memberships shall be entitled to cast one vote per firm, partnerships or corporation. There shall be no proxy voting.

Section 5:            Quorum.

(a)        For the transaction of all business at a regular or special meeting of the members, a quorum shall be 10% of the duly qualified members attending and voting at the meeting.

ARTICLE IV

DIRECTORS

Section 1:            Duties and Terms of Office.

(a)                The business and affairs shall be managed and directed by a Board of Directors consisting of a total of eight (8) members. The outgoing President will automatically become a member of the Board of Directors with all voting privileges and serve for a period of two years or until another out-going President replaces him.

The other up to seven (7) members will be selected from the membership at the annual membership meetings. The Directors shall be elected to fill each expired term at each Annual Meeting of members and serve for a term of three years. The President may vote only in the case of a tie vote, all other offices have full voting rights.

(b)        In the event of the death, disability, disqualification, resignation, or removal of any Director or Officer during his term of office, the remaining Directors shall elect a qualified successor to serve until a successor shall be duly elected by the membership at the next Annual Meeting and shall have qualified. Such successor shall serve the remaining term of such Director.

©         Any Director or Officer, who without proper excuse, as determined by a majority of the Board of Directors, misses two successive meetings of the Board of Directors, may, by majority vote of the Board of Directors, be disqualified.

Section 2:            Special Meetings.

(a)                Special meetings of the Board of Directors may be held and may be called by the President, or in his absence, by the Vice President, or by a majority of the members of the board.

Section 3:            Notice of Meetings

(a)        Notice of all regular and special meetings of the Directors shall be sent in writing by mail or e-mail to each Director at their address or e-mail as shown on the Association's books at least 15 days prior thereto: however, a Director may waive notice in writing.

(b)               All regular or special meetings of the Board of Directors will be held at any convenient place, designated in the notice of the meeting.

Section 4:            Quorum.

(a)                A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than majority are present at said meeting, a majority of those present may adjourn the meeting from time to time without further notice.

ARTICLE V

OFFICERS

Section 1:            Election of Officers.

(a)        The nomination committee may select either one or two active members for their selection of an expiring officer or Board of Director member position at the next Annual Meeting.  The members in attendance of the Annual Meeting may make selections for the expiring position also.

(a)                The officers will consist of a President, Vice President, Secretary, and Treasurer, all of whom shall be elected by the members in attendance at their annual meeting, for a term of two years, and shall hold office until their successors are duly elected and qualified. The office of Secretary and Treasurer may be held by the same individual.  No President or Vice President shall be elected for more than three (3) consecutive terms. The Board of Directors may elect or appoint a temporary officer as it shall deem necessary.

Section 2:            Duties of the President and Vice President.

(a)        The President shall preside at all Director's and Members meetings; shall have general supervision over the affairs of the Association and over other Officers; shall sign all written contracts of the Association and shall perform such other duties as are incident to his office in case of the absence or disability of the President, the duties shall be performed by the Vice President. The President can make no contract for the Association except by order of the Board of Directors.

(b)   The President shall, prior to each Annual Meeting, obtain an audit of books and records of the Association for the fiscal year immediately preceding such annual meeting, and shall present such audit at each Annual Meeting of the members.

Section 3:            Duties of the Secretary and Treasurer.

(a)        The Secretary shall issue notice of all Directors' meetings and shall attend and keep the minutes of the same; shall have charge of all Association books, records, papers; shall attest with his/her signature all written contracts of the Association and shall perform all such other duties as are incident to the office.

(b)        The Treasurer shall have custody of all money and securities of the Association, and shall give bond in such sum as the Directors may require, conditioned upon the faithful performance of the duties of his/her office. The Treasurer shall keep regular books of account and shall submit them, together with all his receipts, records and other papers, to the Directors for their examination and approval as often as they may require, and shall perform all such other duties as are incident to the office.

Section 4:            Executive Committee.

The Executive Committee shall consist of:

(a) The President, who shall act as Chairman of this Committee

(b) The Vice-President

(c) The Secretary

(d) The Treasurer

(e) The immediate Past - President and

(f} One or more additional Directors

This Committee shall act as the governing body of the Association in matters not requiring the full decisions of the Board of Directors, and shall manage its business and affairs, and enforce the By -Laws and Rules and Regulations of the Association as determined by the Board of Directors in order to carry out the purposes of the Association.

ARTICLE VI

COMMITTEES

Section 1:            Committee Functions.

(a)        Various committees shall be appointed as is deemed necessary by the Board of Directors or President.   All members shall be appointed for a period of not to exceed one year.

(b}       Each committee shall include a board member. All members shall be appointed by the President with the approval of the Board of Directors. The committee shall choose the chairman.

(c)        All committees are directly responsible to the President. Any committee or committee member not functioning to the satisfaction of the President can be replaced or changed at any time deemed necessary by the President. In addition to any special committees to be appointed by the Board of Directors, there shall be in any event, the following standing committees:

(1) Nominations Committee: This Committee shall be appointed at least ninety (90) days in advance of the Annual Meeting, and shall thereafter, within forty-five (45) days of the Annual Meeting[,](;) file with the Secretary, it's selection of names nominated to the expiring positions to be voted on at the Annual Meeting. Such a list shall be included with the notice sent to the membership calling the Annual Meeting.  Additional nominations shall be received from the floor at the Annual Meeting, and voting may be by ballot, hand, or verbal.

(2) Resolutions Committee: This Committee shall be appointed at least ninety (90) days in advance of the (first) Annual Meeting, and shall thereafter, within forty-five (45) days of the Annual Meeting, file with the Secretary the proposed amendments to the Constitution of the Association to be voted on at the Annual Meeting by the general membership. Such amendments shall be included in the notice sent to the membership calling the Annual Meeting.

(3) Special committees may include

1.      Finance Committee

2.      Junior Association Committee

3.      Show and Sale Committee

4.      Advertising and Promotion

5.      Membership Committee

6.      Any other committees the Board of Directors or President shall deem necessary.

ARTICLE VII

FINANCE

Section 1:            Deposits.

(a)    The funds of the Association shall be deposited in such bank or trust company as convenient to the Treasurer, and shall be disbursed only by a check signed by the President or Secretary or Treasurer.

Section 2:            Records.

(a)                The books of account and records of the Association shall be kept on an annual basis, opening on January 1 and closing December 31 of each year.

ARTICLE VIII

REPRESENTATIVE TO THE NORTH AMERICAN LIMOUSIN FOUNDATION

Section 1:            Nominations.

(a)        Prior to the annual national meeting each year, the Board of Directors [shall] (may) nominate and endorse such persons as it desires to recommend to the nominating committee of the North American Limousin Foundation for their consideration for nomination for election as officers or directors of the North American Limousin Foundation at its annual meeting.

(b)               The Secretary of this Association shall certify to the Chairman of the Nominating Committee of the North American Limousin Foundation the names of such persons nominated.

ARTICLE IX

SHOWS AND SALES

Section 1:            Regulations.

(a)        Shows and sales of purebred Limousin and Limousin - cross cattle will be held or sponsored by the Association, alone or jointly with the North American Limousin Foundation, or others as determined by the Board of Directors.

(b)            Approved shows and sales held or sponsored by the Association shall be governed by the rules and regulations promulgated or approved by the Board of Directors.

(c)            Members of the Association entering animals for show or sale in competition with other members of the Association shall agree to abide by the rules and regulations of said show or sale.

(d)        In the event evidence is presented to the Board of Directors that a member of the Association has willfully or fraudulently violated any rule or regulation of a show or sale, the Board of Directors shall examine into the matter, and if it is found that such violation has been committed, the Board of Directors shall take action determined by it to be appropriate to the circumstances; appropriate action may consist of requiring the violator to return premiums, trophies, and/or other awards, declaring violator ineligible to make entries or otherwise participate in future shows and sales over a period of time to be determined by the Board of Directors, or expelling the violator from the Association as provided for by the By-Laws of the Association.

(c)                Any willful or fraudulent misrepresentation of animals entered in an approved show or sale, or any unethical act on the part of a member of the Association, shall be deemed an act of conduct that may endanger the good order, welfare, credit, or reputation of the Association, and as such, is a violation of the bylaws of the Association.

ARTICLE X

AMENDMENT TO BYLAWS

Amendments to the By-Laws may be made by a 2/3 vote of the members present at a regular or special meeting of the Association of which notice of the proposed amendments to the bylaws will have been given to the members twenty (20) days in advance of the meeting by the Secretary.

ARTICLE XI

INDEMNIFICATION

Each person who shall serve as a Director or Officer of the Association shall be indemnified by the Association against all costs and expenses reasonably incurred by or imposed upon him, in connection with or resulting from any action, suit, or proceeding to which he is, or may be a party, by reason of his being or having been an Office or Director of the Association. Such indemnification shall include settlements made with a view to curtailment of litigation in amounts approved by the Board of Directors at the time such settlement is effected, whether or not such person is a Director or Officer at the time such costs are incurred by or imposed upon him, except in such action, suit or proceeding in which he shall be finally judged to be liable or to have been negligent, guilty of misconduct, or otherwise derelict in the performance of his duty as an Officer or Director. The rights to which such person may be entitled is a matter of law.

ARTICLE XII

FISCAL YEAR

The fiscal year of the Association shall correspond to the calendar year, and be from January 1st of any year to December 31st of the same year. At each Annual Meeting, auditors of the Association shall present their report for the previous year, and there shall be presented to the Annual Meeting and open for inspection, the balance sheet and statement of receipts and expenditures for the preceding fiscal year. The auditors of the Association shall be appointed at each Annual Meeting by the general membership.

Dated:      August 28, 2010