Bylaws

By-Laws of the Louisiana Cattlemen’s Association

As amended January 20, 2013

SECTION 1
This association shall have six (6) classes of membership:
a. Active Members
b. Lifetime Active Members
c. Associate Members
d. Junior Members
e. Family Members
f. Corporate Members

All members shall be on an annual basis subject to the approval of the Board of Directors.

Active members shall be limited to those persons, partnerships, corporations or LLC’s of good reputation with interests in the promotion of the cattle industry. An Active Member may attend any regular or special membership meeting and shall be entitled to vote on any issue brought before the membership.

A Lifetime Active Member is a member with all privileges of an Active Member who has made a single payment of dues as set forth by the membership.

Associate members shall be limited to those persons, partnerships, corporations or firms of good reputation with interests in the promotion of the cattle industry. Associate members carry no voting privileges.

Junior membership shall be minors of good reputation who are interested in promotion of the cattle industry, but carry no voting privileges.

Family members shall be spouses and dependent children of LCA members who qualify for the Accidental Death and Dismemberment Insurance Policy, but will carry no voting privileges.

There shall be a numbered membership card for all members of this association.

Members must be present to vote at any meeting of the general membership of the Louisiana Cattlemen’s Association. Voting by proxy is not permitted at any meeting.

SECTION 2

DUES
The amount of dues shall be set by the Board of Directors subject to the approval of a majority of members present at the next succeeding annual convention or mid-year meeting of the Association.

SECTION 3

FISCAL YEAR
The Fiscal year shall close June 30th of each year and open July 1st of each year. It shall be the duty of the Executive Committee prior to each mid-year meeting of the Association to appoint a competent certified public accountant who is not a member, officer, director or employee of the Association, nor related to any of its members, who shall examine and review all books, records, vouchers, requisitions, checks and accounts of the Association. The review must be completed by November 1st of each year and the accountant shall make a written report thereof to the Board of Directors. The report shall be submitted to the Association at its next annual convention. Compensation rate for said accountant shall be approved by the Executive Committee and paid by the Association.

SECTION 4

BOARD OF DIRECTORS
The Board of Directors shall be comprised of the two immediate past Presidents, the current President (who shall serve as Chairman), the President-Elect, the Vice President, the ten District Vice Presidents, and the Chairman of the Council of Presidents. Additional voting members on the Board are the current President of the Louisiana Auction Markets Association and four (4) at-large members, appointed for a twelve month term by the elected members of the Board of Directors. All other past State Presidents and the current Presidents of the purebred cattle associations are recognized as ex-officio members of the Board and serve without a vote.

A quorum of the Board of Directors shall consist of a majority of the voting members thereof.

No lien or encumbrance shall be created on any real estate owned by the association without approval of three-fourths (3/4) of all members of the Board of Directors.

The Board of Directors may adopt a seal and/or trademark for the Association.

Meetings
The Board of Directors shall have quarterly meetings with dates chosen by the President and Executive Vice President. The Board of Directors shall meet on the call of the President, or in the event the President is unable to act, by the president-elect, or by written agreement of two-thirds of its members. Notice of all regular and special meetings of the Directors shall be sent by mail and/or email to each Director at his address as shown on the books of the Association at least five (5) days prior thereto. Members must be present to vote at any meeting of the Board of Directors. Voting by proxy is not permitted at any meeting.

Duties
The Board of Directors shall have supervision of the funds of the Association and shall control all major expenditures not provided for by convention mandate.

The Board of Directors shall provide directives to the Executive Committee for the normal operations of the Association.

The Board of Directors shall receive and review all resolutions prior to those resolutions being presented to the membership. The Board will provide a recommendation of acceptance or rejection for each resolution that will be presented at the annual convention.

Discharge of Board-elected Officer / Director
Any officer or director elected by the Board of Directors may be discharged by the affirmative vote of a majority of the entire Board.

SECTION 5

EXECUTIVE COMMITTEE
The Executive Committee shall be composed of the two immediate past Presidents, the current President, the President-Elect, the Vice President, the Chairman of the District Vice-Presidents, and the Chairman of the Council of Parish Presidents. The current President shall serve as Chairman of the Executive Committee.

If the current President is unable or unwilling to serve on the Executive Committee, the President-Elect shall assume the position of Chairman of the Executive Committee and nominate an additional member to the Committee to be approved by the Board of Directors.

Meetings
The Executive Committee shall meet on the call of the Chairman or by written agreement of at least four members of the committee. Members must be present to vote at any meeting of the Executive Committee. Voting by proxy is not permitted at any meeting.

Duties
The Executive Committee, as an agent of the Board of Directors, shall have general supervision of the day-to-day affairs of the Association and shall give direction to the President and the Executive Vice President. The committee may make minor adjustments in budgetary matters and shall advise the Executive Vice President in making personnel adjustments.

The committee may approve the purchase of such new equipment and supplies as may be deemed necessary for conducting the affairs of the Association. The expenditure limit for the Executive Committee shall be established by the Board of Directors.

SECTION 6

Council of Presidents
A council of Presidents shall consist of all parish presidents in the state and shall meet at the annual convention and at the Mid-Year meeting or at any special meeting called by the Chairman. The Council shall elect a Chairman at each annual convention, who shall preside over the Council’s meetings and who shall represent the Council on the Board of Directors and the Executive Committee. This Council shall provide input to the Board of Directors and to the general membership meetings.

SECTION 7

OFFICERS
The officers of corporation shall be composed of the: President, President-Elect, Vice President and Executive Vice President (who shall serve as Secretary and Treasurer).

These officers’ duties, responsibilities and authority shall be fixed by the Board of Directors. At the annual convention the President-Elect shall automatically ascend to the Presidency and a President-Elect and a Vice President shall be elected by a majority of the delegates in attendance. The President, President-Elect, and Vice President shall serve for a one-year term.

The Board of Directors may also elect such officers, assistant and agents, as it may deem necessary.

PRESIDENT
The President shall preside at all Executive Committee, Board of Directors’ and Members’ meetings; shall have general supervision over the affairs of the corporation and over the other officers; shall co-sign with the Executive Vice President, all written contracts of the corporation and shall perform all such other duties as are incident to his office. In case of absence or incapacity of the President to serve, his duties shall be performed by the president-elect. If the president-elect assumes the duties of the president, the vice president shall assume the duties of the president-elect; and the office of vice president shall be vacant until the next annual convention.

PRESIDENT-ELECT / VICE PRESIDENT
In the event of the death, absence, incapacity, or refusal to act of the President, the president-elect shall possess all the powers to perform all the duties of the President, and shall do and perform such duties as may be from time to time assigned to him by the Board of Directors. In the event of death, absence, incapacity, or refusal to act of the president-elect, the vice president shall possess all of the powers to perform all the duties of the president-elect, and shall do and perform such duties as may be from time to time assigned to him by the President or Board of Directors.

DISTRICT VICE PRESIDENTS
The District Vice Presidents shall serve on the Board of Directors of the corporation and shall be the direct liaison between the parish associations in his district and the Board of Directors of the corporation.

Each parish president shall submit a nomination for District Vice President to the Executive Vice President by November 1st of each year. Ballots will be prepared for each district election and sent to each parish president of the respective district.

The completed ballots shall be returned to the Executive Vice President by November 15th. In the case of a tie vote, the Executive Vice President shall forward the ballots to the Association’s nominating committee for the selection.

District Vice Presidents will assume the duties of office at the annual convention.

At the first Board of Directors meeting following the annual convention, the District Vice Presidents shall elect a chairman. This person shall represent the District Vice Presidents on the Executive Committee.

EXECUTIVE VICE PRESIDENT
The Executive Vice President shall issue all notices of Board of Directors’ or Executive Committee meetings and shall attend and keep the minutes of the same; shall have charge of all corporate books, records and papers; shall attest with his signature all written contracts of the Association and shall perform all such other duties as are incident to his office or as may be assigned to him by the Executive Committee.

The Executive Vice President shall have custody of the money and securities of the corporation and shall give bond in such sum and with securities as the Executive Committee may require, conditioned upon the faithful performance of the duties of his office. He may sign checks of the Association as designated by the Board of Directors or the Executive Committee for their examination and approval as often as they may require and shall perform all such other duties as are incident to his office.

Vacancies
Any vacancy of any LCA Committee, the Board of Directors or the Executive Committee resulting from death, resignation, removal, incapacity or disqualification, shall be filled by a nomination from the President of LCA subject to the approval of the Board of Directors; the replacement chosen to fill such vacancy shall serve for the unexpired term of his predecessor.

Removal of Member-elected Officers
Any officer may be removed from office for cause by affirmative vote of three-fourths (3/4) of all the other duly qualified and acting Directors of the Board at any special meeting of the Board of Directors called for that purpose. No charges against any officer shall be considered unless the same has been preferred in writing and signed by the person or persons preferring such charges and filed with the Executive Vice President of the Association at least twenty (20) days prior to the date of the meeting at which the charges are to be considered. A copy of the charges and complaint shall be forwarded to the person being considered for removal at least twenty (20) days prior to the date of the meeting at which the charges are to be considered.