Article 1:  Name

The name of the organization is Southwest Washington Llama Association.  The organization is a nonprofit corporation organized under the laws of the State of Washington.

Article II:  Purpose

The purpose of the organization is to promote and encourage llama education, research, and use.

Article III:  Membership

Section 3.1 Membership Definition

        Membership in the organization shall be three classes, farm, full and associate membership, open to any individual, joint or farm with an interest in llamas and whose annual dues are currently paid.

Section 3.2 Membership Dues

        Dues shall be assessed to all members for the purpose of paying for the general annual operation cost of the organization.  Annual dues shall be established by the Board of Directors and subject to approval, by simple majority of the membership, at any general membership meeting.  Dues shall be due and payable January 1 of each calendar year.  Dues not paid by February 28th of the same calendar year shall be considered delinquent and the member will be removed from the mailing list.

Section 3.3 Special Assessments

        In order to keep membership dues to a minimum, the Board of Directors has the right, under emergency circumstances, to assess the membership for additional funds necessary to meet those costs.  Such assessments must be approved by the simple majority of votes received from the membership.

Section 3.4 Membership Directory

        The organization will issue a membership directory to each member who has paid the annual dues.

Section 3.5 Voting Rights

        Each farm membership shall be entitled to two votes.  Each full membership shall be entitled to only one vote.  Association memberships are not entitled to vote.  A member must be present at the general meeting to exercise their right to vote.  All membership dues must be current.

Section 3.6 General Meetings

        There shall be at least one general meeting per calendar year.  Location, time, and agenda will be determined by the Board of Directors.  Meetings will be conducted following Roberts Rules of Order.

Section 3.7 Notice of Meetings

        Written notice stating the date, place, hour, and purpose of the meeting of members shall be delivered by mail to each member not less than 14 days and not more than 45 days before the date of the meeting.

Section 3.8 Minutes

        Minutes shall be taken at each of the general meetings for which notice is given as called for in Section 3.7.

Section 3.9 Quorum

        Those members present at any meeting shall constitute a quorum.  The outcome of the majority vote of the group will represent the approved decision of the group.

Article IV:  Board of Directors/Officers

Section 4.1 General Powers

        The affairs of the Association shall be managed by the Board of Directors.  Directors must be full or farm members of the Association.  The officers of the Board shall be the President, Vice President, Treasurer, and Secretary. 

Section 4.2 Number, Tenure and Term

        The directors shall number up to seven (7).  Each director shall hold office for a term of three (3) years.  Director’s terms shall extend to December 31 of the last year of the term for which the director was elected.  All expiring terms shall be filled by elections as set forth in Article 4.7.  Directors may serve for an unlimited number of years, providing that a minimum of one year absence occur after two consecutive elected terms.  The number of Directors shall always be an odd number.

Section 4.3 Meetings of the Board of Directors

        The Board of Directors shall meet at least once prior to the annual meeting.

Section 4.4 Duties of the Officers

        The President shall be the chief executive officer of the organization and shall preside at all general and Board of Directors meetings. A close approximation of Roberts Rules of Order will be followed to conduct association business.  All funds dispersed by the Treasurer shall be authorized in writing by the President.  The Vice President in the absence of the President shall have the powers to perform the duties of the President.  The Treasurer receives and deposits in appropriate bank accounts all moneys of the organization and shall disperse such funds as authorized by the President.  The Treasurer shall prepare an annual budget and a statement of income and expenditures to be reviewed by the membership and Board of Directors.  The Secretary shall maintain a current directory of all members, be responsible for all correspondence, and arrange for the editing and publishing of an organization newsletter.

Section 4.5 Business Approval

        Approval of any matter related to official business of the Association shall be done by a simple majority of the Board.

Section 4.6 Quorum of the Board

        In order for the Board to make binding decisions and conduct official business of the Association, a simple majority of the Board members must be present or polled by telephone or email.

Section 4.7 Nomination and Election Procedures for the Board

Section 4.7.1        Nomination Committee

        At least six months before the expiration of outgoing Directors, the Board of Directors shall provide for the appointment of three (3) members of the Association, none of whom shall be a Director, to constitute a Nomination Committee.  This committee shall actively recruit and nominate candidates for election as Directors for the ensuring terms.  The Nomination Committee shall recruit and nominate at least one (1) candidate for each vacancy on the Board and shall then serve as an Elections Committee for the conduct of the elections.

Section 4.7.2        Qualifications, Statement of Candidacy

        All nominees must be members of the Association who have paid their annual dues.  Nominations shall be closed July 1st.  The Nominating Committee shall request the nominees individually to submit a statement on behalf of their candidacy by July 15th.    The form of the statement and its distribution to the membership shall be established by the Nominating Committee.

Section 4.7.3        Voting Procedures

        Ballots will be prepared and distributed at the annual meeting.

Section 4.7.4        Election

        The Nominating Committee shall complete the election and announce the results at the end of the annual meeting.

Section 4.7.5        Tied Votes

        The method used to determine the outcome of a tied vote will be by a simple toss of a coin.

Section 4.7.6        Removal of Board Members

        Any Board member may be removed, with cause, by voting at a general membership meeting.

Section 4.7.7        Vacancies of the Board

        Any vacancy of the board shall be filled for the unexpired term.  The appointment will be made by the Board of Directors.                 

Article V:  Negotiable Instruments and Contracts

All negotiable instruments of the organization shall be signed by the Treasurer and approved in writing by the President.  No officer or agent of the organization, either singly or jointly with others, shall have the power to make any negotiable instrument, or endorse the same, in the name of the organization, or contract or cause to be contracted any debt or liability in the name or on behalf of the organization except as a duly appointed representative.  This appointment must be made by the President and approved by the Board of Directors.

Article VI:  Amendments to By-laws

These By-laws may be altered by amendment, repeal or addition by the majority vote of the Board at any meeting of the Board, provided a quorum to the Board is present at such meeting.  However, before such alterations shall become effective, they must be approved by the membership at the annual meeting.

Article VII:  Dissolution

Section 7.1

        The decision to dissolve may be authorized at a meeting of the membership, after adoption of a resolution to dissolve, by two-thirds of the majority vote.

Section 7.2 Payment of Liabilities and Distribution of Assets

Upon dissolution, all liability and obligations of the organization shall be paid, satisfied and discharged, or adequate provisions shall be made therefore.  The remaining assets, if any, shall be liquidated and donated to Oregon State University's College of Veterinarian Medicine for llama research.