Kentucky Cattlemen's Association

BOARD OF DIRECTORS

Section 1.        The AUTHORITY of the Board of Directors (hereafter referred to as the Board) shall be:

A.     To have general powers of supervision of the business and affairs of the Association.  The Board shall make all necessary rules and regulations that are consistent with the law, these By-Laws, or the stated will of the membership for the management of the business, establish interim policy, to be approved by House of Delegates at Annual Meeting, provide guidance for the officers, and the Executive Vice President.

B.     To require that any elected officer, or employee charged with responsibility for the custody of any of its sums of money or property give bond for the same.  The cost of said bond will be borne by the Association.

C.     Shall keep a complete record of all its acts and the proceedings of its meetings and shall present a full financial statement at the annual meeting of the House of Delegates of the Association including an annual audit of each to the accounts of the Association showing in detail the conditions and affairs of the Association.  Written minutes of each Board meeting shall be kept.

D.     Shall approve an annual budget for each account of the Association.

E.      The Board of Directors will be responsible for hiring and dismissal of the Executive Vice President.  The Board of Directors shall, also, determine, approve and set forth in writing the duties, responsibilities, program and activities in general terms and evaluate the Executive Vice President.

Section 2.        The COMPOSITION of the Board of Directors will be as follows:

A.     Officers of the Association

B.     The Program Chairmen

C.     The Regional Vice Presidents

D.     The Regional Directors

E.      Directors to Affiliated National Organizations

F.      Committee Chairmen

G.     Advisory Directors representing other state organizations

Section 3.        DESCRIPTION AND DUTIES of the positions on the Board is as follows:

A.     Officers will be elected by a general vote of the House of Delegates at the Annual Meeting.  They will have full voting authority with the Executive Vice President as an ex-officio non-voting member.  They will serve as described in ARTICLE X.  The President will act as chairman of the Board.

B.     Program Chairmen are defined as Association Chairman and Beef Council Chairman.  Program Chairmen will be elected by a general vote of the House of Delegates at the Annual Meeting.  They will serve as described in Article XI and have full voting rights.

C.     Regional Vice Presidents will be elected by a Caucus of the House of Delegates from the regions, as defined in the Operational Policies, at the Annual Meeting and they will have full voting rights.

D.     Regional Directors will be elected by a Caucus of the House of Delegates from the regions, as defined in the Operational Policies, at the Annual Meeting and they will have full voting rights.

E.      Directors to National Organizations (such as NCBA, MEF, and CBB) will be on the Board of Directors, by appointment of the President, with full voting rights.

F.      Committee Chairmen will be appointed by the President annually and have full voting rights.

G.     Advisory directors will sit on the KCA Board of Directors by their appointment from their respective organizations as a liaison to KCA with no voting rights.  Advisory directors will represent the organizations as defined in Operational Policies.

Section 4.      The TERMS of the Directors, Regional Vice Presidents and Officers shall begin and end with the close of the Annual Meeting of the Association.  Directors serving by appointment will be consistent with their terms of appointment.

Section 5.      VACANCIES of a Director or Regional Vice President seat will be filled by appointment of the President for the completion of the term.  When appointed to complete a term, a Director or Regional Vice President is entitled to additional full terms.

Section 6.      REMOVAL OF DIRECTORS may be accomplished whenever, in the judgment of 2/3 of the Board of Directors, by a vote, the best interest of the Association would be served.

Section 7.      MEETINGS of the Board will be quarterly at the call of the President who acts as chairman of the Board.  SPECIAL MEETINGS may be called by or at the request of the chairman, or by written petition of 1/3 of the directors of the Board.

Section 8.      NOTICE of meetings shall be sent at least 10 days prior to the meeting date, giving time, place, date and purpose of the meeting.

Section 9.    ATTENDANCE at the meetings of the Board of Directors shall be required at a minimum of ½ of the Board meetings during a Fiscal year.  Failure to attend ½ of the meetings without cause (as defined in the Policy) for one year, shall be interpreted as a resignation from the Board and the seat will be declared vacant.

Article IX

EXECUTIVE COMMITTEE

Section 1.        EXECUTIVE COMMITTEE shall consist of the Officers, two Program Chairmen, and the Regional Vice Presidents, with the President of the Association serving as the Chairman. 

Section 2.        The AUTHORITY of the Executive Committee shall be the same as the Board of Directors in the interim between regularly scheduled Board Meetings.  The Executive Committee shall not have the authority to alter, amend, or repeal the Charter of the Association, By-Laws or policy.  The Executive Committee shall have the authority to establish interim Policy.  Interim Policy must be approved by the Board of Directors at their next meeting and by the House of Delegates at the Annual Meeting to become permanent policy.  Minutes of each Executive Committee meeting shall be kept and forwarded to the Directors for their review and approval at the next Board meeting.

Section 3.        MEETINGS of the Executive Committee shall be monthly at a time and place to be selected by the President.

Article X

OFFICERS

Section 1.        The OFFICERS of the Association will hold one of six offices.  They are: President, President-Elect, Vice President, Secretary/Treasurer, Immediate Past President, and Executive Vice President (as ex-officio non-voting).

Section 2.        ELECTION of Officers will be by the House of Delegates at the Annual Meeting with the exception of the Executive Vice President and the Immediate Past President.

Section 3.        Qualifications of Officers will be restricted to any qualified member of the Association in good standing.

Section 4.        TERMS of office will be limited to one year in each position, with the exception of the Secretary/Treasurer and the Executive Vice President, who are not bound by this term.

Section 5.        REMOVAL of any officer may be accomplished by a 2/3 vote of the Board, when in its judgment, the best interest of the Association would be served.

Section 6.        VACANCIES in an elected office shall be filled for the duration of the term by the Executive Committee

Section 7.        The DUTIES of the officers shall be set forth in a Job Description of each position as a part of Association Policy.

Section 8.        Succession of Officers, in case of the untimely death of one or more shall be:  President-Elect, Vice President, Association Program Chairman, Beef Council Chairman, and then the succession of Regional Vice Presidents by Region number.

Article XI

PROGRAM AREAS

Section 1.        There shall be two PROGRAM AREAS, Association Programs, and the Kentucky Beef Council.  The Association Programs (AP) shall deal with the programs that are made possible because of member-generated revenue.  The Kentucky Beef Council (otherwise referred to as KBC) shall consist of those programs initiated or funded through the use of Beef checkoff generated funds.

Section 2.        The two program areas (AP and KBC) shall each be chaired by a Program Chairman.  These chairmen will be elected by the House of Delegates at the Annual Meeting in the same manner as the Officers of the Association.

Section 3.        The Beef Council shall consist of the Beef Council Chairman, the President Elect, as vice chairman, the chairmen of all the appointed checkoff committees and Directors of the Beef Board, Federation of State Beef Council and MEF.

Section 4.        The Association Program shall consist of the Association Program Chairman, the Vice President, as the vice chairman, and the chairmen of the various appointed committees and the Director of NCBA.

Section 5.        The TERMS of the Program Chairmen will be for one year but they can serve up to three consecutive terms.

Section 6.        REMOVAL or VACANCIES within the Program Chairmen will be dealt with in the same manner as the elected Officers.

Section 7.        The DUTIES of the Program Chairmen shall be defined in Job Descriptions that shall be included as part of Association Policy

Article XII

COMMITTEES

Section 1.        There shall be three STANDING COMMITTEES of the Association: Budget, Nominating, and Policy and Resolutions.

Section 2.        The Standing Committee shall be chaired by an appointment of the President, except for the Budget Committee, which shall be chaired by the Secretary/Treasurer.  The members of the committees shall be appointed by the President.

Section 3.        DUTIES of the Standing Committees shall be as follows: 

A.     Budget Committee shall consist of the Secretary/Treasurer as chairman, and committee members appointed by the President.  The Budget Committee shall be responsible for developing, with the assistance of the Executive Vice President, an annual budget for each account of the Association and presenting that budget to the Board for approval as described in the Policy.

B.     Nominating Committee shall consist of a chairman and various members appointed by the President.  It is the responsibility of the committee to bring to the House of Delegates a recommended slate of Officers and Program Chairmen for their consideration at the Annual Meeting.

C.     Policy and Resolutions Committee shall consist of a chairman and members appointed by the President.  The duties of this committee are to review, develop and recommend Association Policy to the House of Delegates at the Annual Meeting.

Section 4.        There shall be APPOINTED COMMITTEES AND TASKFORCES of what ever responsibility and number deemed necessary to carry out the programs of the Association.  All appointed committees shall be appointed by the President and charged with a specific purpose and shall report to the Board.  Any committee chairman can appoint any necessary subcommittees to carry out the mission of the committee, but those subcommittee chairmen will not serve on the Board of Directors but will report through their committee of origin.

Section 5.        Terms of any Committee Chairperson will be limited to three consecutive years with the exception of Secretary/Treasurer as Chairman of the Budget Committee.  Terms of committee chairmen cannot exceed three years including years served prior to the approval of this document. 

Article XIII

OTHER ISSUES

Section 1.        OFFICE SPACE shall be provided for the Executive Vice President and staff.  The Executive Committee will be responsible for locating (subject to Article IV), equipping, and furnishing the office.

Section 2.        MANAGEMENT of the office and all staff will be the responsibility of the Executive Vice President, including responsibility for job description, employment, dismissal, salary recommendations and work direction within the parameters of the Association Policy.

Section 3.        COMPENSATION of the Board, Executive Committee, and all Committees shall be limited to reimbursement of expenses approved by the Executive Committee prior to incurrence and in a manner consistent with the Association Policy.

Section 4.        AMENDMENTS to these By-Laws may be accomplished by a 2/3 majority vote of the House of Delegates at a regular or called meeting.  Only the subject matter of the amendments properly published in the call of the meeting shall be considered. 

Section 5.        Upon DISSOLUTION of the Association by a vote of the House of Delegates, all of the business property and assets of the Association remaining after payment and discharge of its obligations shall be distributed to a scholarship fund under the auspices of the Animal Science Department, College of Agriculture, University of Kentucky or if not possible, to another organization selected by the Board of Directors which qualifies for exemption from federal income taxation pursuant to section 501 (c) (5) of the Internal Revenue code or corresponding provisions of any subsequent federal tax laws.

OPERATIONAL POLICY

For By-Laws

Preface

            This document serves as a statement of policy of the KENTUCKY CATTLEMEN’S ASSOCIATION.  It is intended to assure consistency of action and adherence to by-laws.

1.0              PHILOSOPHY

It shall be the philosophy of the KENTUCKY CATTLEMEN’S ASSOCIATION, its officers, directors and staff to present the best representation of the beef cattle industry in Kentucky.  Each segment of the industry and each area of the state shall be served.

1.1.            PURPOSE

The purpose of the Kentucky Cattlemen's Association is to provide leadership to support, inform and improve the Kentucky beef industry.

1.2              COLLECTION OF MONIES

The KENTUCKY CATTLEMEN”S ASSOCATION shall serve as the authorized agency for the collection of the check-off funds provided for by the laws of the United States and the Commonwealth of Kentucky to be used for the promotion of beef.

1.21     Check-off Monies

In response to the National Check-Off Program which was part of the 1985 Farm Bill legislation, we will collect the $1.00 per head check-off and remit $.50 to the Cattlemen's Beef Board.

1.22          The monies collected under the provisions of the check-off will be used consistent with Act and Order.

1.3              OPEN MEETINGS

All meetings of the Kentucky Cattlemen's Association shall be open subject to the provisions of the state Sunshine Law.  The Association does reserve the right to meet in Executive Session whenever deemed necessary by the Chairman.

1.4              NATIONAL CATTLEMEN’S BEEF ASSOCATION AFFILIATION

The KENTUCKY CATTLEMEN'S ASSOCIATION shall maintain an affiliation status with the National Cattlemen's Beef Association and respond to the responsibilities of that affiliation.  This would include the adoption of all NCBA policies and resolutions that are adaptable to Kentucky.

2.0              RECORDS

2.1              MEMBERSHIP RECORDS

The KENTUCKY CATTLEMEN’S ASSOCIATION shall maintain, in its principal office, a complete and up-to-date record of its membership.  These records shall include, but not be limited to, name, farm or business name, address and telephone number.

2.2              FINANCIAL RECORDS

The KENTUCKY CATTLEMEN’S ASSOCIATION shall maintain, in its principal office a complete and accurate accounting record of all monies received and payments made.  These records will be audited, at least once each fiscal year, and a monthly financial statement will be published and mailed to the Board of Directors.

2.3              AVAILABILTY OF FINANCIAL RECORDS

The financial records maintained by the KENTUCKY CATTLEMEN’S ASSOCIATION shall be available for viewing in the principal office of the KENTUCKY CATTLEMEN'S ASSOCIATION.

3.0              MEMBERSHIP

3.1              MEMBERSHIP YEAR

The membership year will be from October 1 to September 30.  However, anyone who becomes a member after July, 31 will be credited as a member for the following year.

3.2              DUES

The Board of Directors of the KENTUCKY CATTLEMEN’S ASSOCIATION will determine the annual dues for each category of membership.

3.21     Active member                                $30/year or $20/year plus local assoc. dues

3.22     Couples                                           additional $15/year

            Couples refers specifically to a husband & wife membership.

3.23     Associate members                         $500

3.24     Affiliate Association Membership $100/year

3.3              QUALIFIED COUNTY ASSOCIATION

A Qualified County Association is a term used in the Kentucky Cattlemen’s Association By-Laws to describe a County Association that works to meet the needs of its members and supports KCA in the development and enhancement of the cattle industry in Kentucky.

A Qualified County Association is one that:

1.                  Supports the members in that county by conducting programs to meet the specific needs of the members and producers in that county.

2.                  Serves the members of that county in representing them in KCA.

3.                  Serves their members by extending or expanding statewide programs.

4.                  Works to expand the membership of KCA through their County Association.

3.4              Unified membership with local associations is designed to form a seamless, cohesive membership structure that encourages local associations to be more involved with KCA in order to expand membership at both the state and local level.

Definition:       Unified statues or unification means that a local association agrees to accept only members who are both local and state members.  KCA agrees to accept only members who are both local and state members and agrees to share its dues revenue with the local association in the amount listed in 3.41.

3.41          KCA dues are $20 plus an amount equal to the amount of local dues.  If no local association exists, dues will be $30.  All new local associations formed after 1/1/1995 will be $30.

3.42          If a local association chooses to unify, then KCA will return, out of KCA dues, that amount that is equivalent to local dues.

3.43          If a local association decides, through a vote or inaction, not to unify, KCA keeps its dues and the local association collects their dues just as they were previously doing.

3.44          After 1/1/1995, all newly formed local associations will be unified.

4.0              REGIONS

4.1              The attached Kentucky Map will be considered the descriptive document defining the Membership Regions of KCA.

5.0              HOUSE OF DELEGATES

The delegates of the House of Delegates are selected by the Qualified County Associations, at the rate of one delegate for every 25