Amendments & Board Action

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Recent Amendments to Articles of Incorporation

2021

Note: Effective January 2012, membership options will consist of an annual membership at $25 or a five-year membership at $100. Junior members applying for adult membership may do so at the annual membership fee of $10 if they apply before December 31st of the year of their 22nd birthday (21" in 2012) or they may apply for the five-year membership at the full price. Fees for memberships will be determined by the board of directors.

Recent Amendments to Bylaws

2022

Bylaw 1 Members

1.02 Annual Meetings

Commencing in the year of 1986, the annual meeting of the members of the corporation for the election of officers and Directors and for the transaction of such other business as may come before it shall be held between the dates of June 15 1 - August 15 at the principal office or at such other place as may be designated by the Board of Directors, the exact date to be submitted by the host state with valid reasons for such date and to be approved by the Board of Directors at the previous annual meeting or before, and it shall be the duty of the Executive Secretary to give at least 30-days’ notice of such meeting to each active adult national member by mail, addressed to each active member at his address as the same appears upon the records of the corporation. Said notice to state that the meeting is the annual meeting and the time and place where said meeting will be held. Nevertheless, the failure of any active member to receive such notice shall not affect the validity of such annual meeting or of any proceedings at such meeting. At the annual meeting, any business may be transacted which does not by the laws of Wisconsin or the Articles or Bylaws of this corporation require a special notice.

1.07 Active Members (Specifically Inactive Members)

To maintain active membership, each adult national member must register and/or have transferred to the membership at least one Brown Swiss animal during the previous calendar year two calendar years or during the present year before May 1.

Bylaw 3 Board of Directors

3.02 Qualification of Directors

Only active members of this Association as well as members of Group Memberships as defined in Bylaw 1.09, who have been such members for at least five two years prior to their nomination, shall be eligible to be a Director of the Association, provided however, no Director shall serve more than two consecutive terms.

2021

Bylaw 1 Membership

1.05 Ballots and Proxies

f. The President shall appoint a Tally Committee of three members of the Association in attendance at the annual meeting, which Committee shall receive in bulk all ballots and proxies in their mailed form and such Tally Committee shall at the specific direction of the President or Executive Secretary check each sealed mailing envelope and deposit enclosed sealed ballot envelope in the ballot box of its respective district, and shall segregate by designated proxy all proxies designated and all others by respective Directors.

After all proxies have been so segregated, they shall be turned over to the President or Executive Secretary for safe keeping until the annual meeting at which time they shall be turned over to the respective proxies. After all mailing envelopes have been so opened and ballot envelopes deposited, such ballot boxes shall be sealed and turned over to the President or Executive Secretary who shall safely keep them until such time as the Chairman of the Tally Committee shall request same for tallying, and on such request, the President or Executive Secretary shall turn over to such Committee such sealed ballot boxes and the Tally Committee shall forthwith proceed to such ballots in secret. Upon completion of tally, such ballots shall be returned to the President or Executive Secretary for safe keeping and for producing same at the annual meeting. The results of the tally shall be kept secret until called for by the President at the annual meeting.

1.06 Organization

The President, and in his absence the Vice President, and in their absence a member chosen by the members present, shall call meetings of the members to order and shall act as a chairman of such meetings, and the Executive Secretary shall act as secretary of all meetings of the members, but in the absence of the Executive Secretary, the presiding officer may appoint any member or employee to act as secretary of the meeting.

1.09 Group Memberships

a. Corporations. Applications for memberships of corporations shall state the corporate name, place of business, names of officers, and the state under which incorporated.

The corporation secretary shall upon request furnish the Secretary of the Association a complete list of their officers and directors.

b. Partnerships, Estates, Trusts and Other Organized Groups. In all applications from prospective members of this type, a complete list of members, officers, or other authorized representatives must be given. Such memberships shall be only for persons jointly engaged in the breeding of registered Brown Swiss cattle and will not be granted to groups of this character formed for the purpose of securing members' fees to persons separately engaged in the breeding of Brown Swiss cattle.

c. Review of Memberships. The Board of Directors may review the memberships of corporations, partnerships, estates, trusts, and all other legal entities when in their opinion organizational changes have taken place in these various groups and their decision shall be final. Members of Corporations, Partnerships, Estates, Trusts and Other Organized groups that are not considered the voting member of said entity are considered active national members provided they have paid for an additional voting member membership and are active within the group.

1.11: Junior Members

"Junior" member shall refer to an individual 8 through 21 years of age who owns at least one registered Brown Swiss animal (or participates in the National Brown Swiss Association Youth Lease Program) in his or her individual name or joint ownership with another Junior member and who has had the membership processed and issued. An individual must be a National Junior Member in order to participate in any National Youth Contest. Juniors agree to comply with a Youth Code of Conduct as approved and updated by the National Board of Directors. Junior membership is free of charge fee is determined by the board of directors. Junior members do not receive voting privileges.

Young Juniors who are not yet 8 years old by January 1 of the current year may apply for a "Junior Associate" membership. Such membership will allow those youth to register cattle at membership rates. This would be the only benefit for this type of membership.

Except for section 1.07, any reference in these Bylaws to a member shall refer to an adult active national member of the Association.

2019

BYLAW 1 - Section 1.02 - Note:

Move paragraph 3 and 4 (Note) from 1.02 Annual Meeting to a new section 1.11 Junior Members, deleting the word Note and having it start with Effective.

1.11: Junior Members

Note: Effective January 2013 July 2019, "Junior" member shall refer to an individual 8 9 through 21 years of age (9 through 20 in transition year 2012) who owns at least one registered Brown Swiss animal (or participates in the National Brown Swiss Association Youth Lease Program) in his or her individual name or joint ownership with another Junior member and who has had the membership processed and issued. An individual must be a National Junior Member in order to participate in any National Youth Contest. Juniors agree to comply with a Youth Code of Conduct as approved and updated by the National Board of Directors. Junior membership is free of charge. Junior members do not receive voting privileges.

Young Juniors who are not yet 8 9 years old by January 1 of the current year may apply for a "Junior Associate" membership. Such membership will allow those youth to register cattle at membership rates. This would be the only benefit for this type of membership.

2018

Bylaw4 - Section 4.02 - Secretary-Treasurer (Executive Secretary):

a. The offices of Secretary and Treasurer may be held by the same person, who shall be designated Executive Secretary. The Board of Directors shall annually, at the regular meeting of said Board held immediately following the annual meeting of the members, employ or appoint an Executive Secretary, who shall serve as the principal managing officer or superintendent of this corporation, to hold office during its pleasure.