Midwest Pinzgauer Association, Inc.
Bylaws
Adopoted November 19, 2005
Revised February, 19, 2005
Revised September 26, 2008
Revised March 24, 2013
Article I
Purpose: The name of this organization shall be the Midwest Pinzgauer Association, Inc. Its
object shall be to promote Pinzgauer Cattle in the states of Wisconsin, Minnesota, Iowa, Illinois,
North Dakota, South Dakota, Kansas, Missouri and Nebraska (hereby known as the nine states),
and for the purpose of promoting and bettering the interest and welfare of Pinzgauer breeders
and prospective Pinzgauer breeders; to actively encourage the registration of all Pinzgauer
cattle; to bring about a closer cooperation, unification and coordination of the effort of
Pinzgauer breeders; to sponsor and assist in sponsoring shows and sales in furnishing an outlet
for public sale of breeding stock of members; to cooperate with and cultivate the interest of
junior prospective breeders of Pinzgauers; to do any and all things necessary to advance the
prosperity of the breed and its breeders; and to advertise in the nine states as Pinzgauer
breeding states.
Article II
Relationship to the American Pinzgauer Association: All the proceedings of this cooperation and
all of the work done by this cooperation shall be in conformance with and in harmony with the
policies, activities, and recommendations of the National affiliate organization: The American
Pinzgauer Association.
Ariticle III
Membership: Membership shall be open to any reliable, responsible person, firm or corporation
in the nine states owning one or more Pinzgauer cattle. The organization may accept members
outside the nine states who desire to cooperate and affiliate with this organization. All person,
firms or corporations having joined this corporation, shall thereby become subject to the rules
and bylaws then in force, or later adopted, by this corporation.
Membership and Dues:
1. Active Members shall be owners and breeders of Pinzgauer cattle who pay the
membership fee. Only active members with paid-up memberships and on good standing
may vote or hold office in this corporation. A member in good standing is defined as one
who has met their Annual Dues obligation according to Rule 8 of Membership and Dues.
Active membership will apply to the estate of a deceased member for one (1) year after
death.
2. Charter Members shall be all who apply for and are accepted for membership by June 20,
1996. For all intents and purposes, Charter Members shall be Active Members.
3. Associate Members are non-voting members who may be interested in the advancement
of the corporation. Associate Members may not hold elective offices. Associate Members
are for those interested in membership who do NOT own Pinzgauer cattle. Associate
members are also for those people outside of the nine states of owning Pinzguer cattle.
4. Honorary Members are individuals who have made an outstanding contribution to the
development of the Pinzgauer breed of cattle. They are elected by the general
membership of the corporation, provided they have been recommended for such and
appointment by a prior resolution of the Board of Directors. Honorary members are not
entitled to vote and may not hold elective offices.
5. Junior Active Members shall bethose under twenty-one (21) years of age who have paid
the prescribed membership fee. Junior members are NOT entitled to vote or hold office of
this corporation. Junior Members are not required to own or breed Pinzgauer cattle.
6. There shall be only ONE authorized person per membership to vote and act on behalf fo
the membership, be it a partnership, individual or corporation.
7. The Board of Directors shall have the power to accept or reject any application for
membership.
8. Annual dues are due and payable by Januray 31. The membership, as well as prospective
members shall be notified of this deadline by the end of the first week in November. The
membership year is January 1 through December 31. Annual dues shall be paid to the
Midwest Pinzgauer Association, Inc. and mailed to the Treasurer. The annual dues may
be changed at the discretion of the Board of Directors.
Expulsion of Members
The following acts, when proof of their commission shall have been established by evidence
satisfactory to the Executive Corporation, shall in themselves be full and sufficient grounds for
expelling any person, firm or corporation from membership.
a) To knowingly and willfully misrepresent in any essential detail an animal sold either at
public or private sale.
b) To knowingly and willfully sell a barren, non-breeding or dwarf-producing animal for
breeding purposes.
c) To knowingly and willfully mistreat an animal, or use in an unlawful manner, or be
repeatedly cited for such actions.
d) The Board of Directors shall have the power to accept or reject any application for
membership and the power to suspend or expel any member who conducts
himself/herself in a manner detrimental to the Association.
e) Any person whose membership has been revoked must make a written application for
reinstatement to the President of the Board of Directors and can be reinstated only after
having received two-thirds (2/3) affirmative vote by the Board of Directors.
When any person, firm or corporation, a member of this corporation, shall be accused of any
of the above faults, acts or practices, or other acts or practices, or other acts or practices which
may be deemed just cause for expulsion from this corporation, said person, firm or corporation
shall be entitled to a full, fair and impartial public hearing before the Executive Committee of
the corporation where he shall be faced by his accuser, or be permitted to examine all evidence
offered in support of the charge by the accuser or others, and where he/she shall be given full
opportunity to refute such evidence. But upon being adjudged guilty of the practice as charged
and worthy of expulsion, he/she shall be forthwith expelled and public notice given of such
expulsion in such manner as may be directed by the Executive Committee.
Article IV
Officers and Directors
There shall be seven Board of Directors for this association.
Duty of Officers
1. President: The President shall be the principal executive officer of the association and
subject to the control of the Board of Directors, shall in general supervise and control all of
the business and affairs of the association. He/she shall, when present, preside at all
meetings of the members and of the Board of Directors. He/she may sign, with the
Secretary or any other proper officer of the Association authorized by the Board of
Directors, instruments which the Board of Directors has authorized to be executed. He/she
in general shall perform all duties incident to the Office of the President as prescribed by
the Articles of Incorporation. The Bylaws and by Statute, as well as such other duties as
may be prescribed by the Board of Directors from time to time. President has thirty (30)
days after his/her election to appoint committee Chairmen.
2. Vice-President: In the absence of the President or in the event of his/her inability to act,
the Vice-President shall perform the Duties of the President, and when so acting shall have
all the powers of and be subject to all the restrictions upon the President.
3. Secretary: the secretary shall keep the minutes of the member’s meetings and the Board
of Directors, shall see that all notices are duly given in accordance with the provisions of
these bylaws and as required by law, shall be the custodian of the records and the seal of
the association, shall keep a record of the post office address of each member, shall sign
with the President or the Vice-President all documents authorized by the Board of
Directors, shall have general charge of the membership books of the corporation, and shall
in general perform all duties incident to the office of Secretary and such other duties as
may be assigned to him/her by the President or Board of Directors.
4. Treasurer: if required by the Board of Directors, the Treasurer shall give a Bond for the
faithful discharge of his/her duties in such sum and with surety as the Board of Directors
shall determine. He/she shall have charge and custody of and be responsible for all funds
of the Association, shall receive and give receipts for monies due and payable to the
association from any source what so ever, and shall deposit all such monies in the name of
the Association in such depository as shall be designated by the Board of Directors, and
shall in general perform all duties incident to the office of Treasurer and such other duties
as may be assigned by the President or the Board of Directors.
Duties of Directors
A) Directors: the affairs of the corporation shall be managed by a Board of Directors.
Directors shall be elected by the following plan: not less than thirty (30) days prior to the
annual meeting the ballots shall be mailed to all active members. These ballots shall
include the names of those eligible nominees, selected by the provisions set down in Article
V, section six (6) of these Bylaws. All written ballots must vote for not more than the
number of vacancies to be filled and must be returned to the Secretary of the corporation
not less than ten (10) days prior to the next stated annual meeting. Any Board of Director
missing two (2) consecutive meetings will immediately be terminated. Telephone
attendance is an accepted method of attending any meeting.
B) The Directors shall elect from among their own number a President and Vice-President
whose terms of office shall be for one year.
C) The Directors shall appoint a Secretary and Treasurer as separate officers for a one year
term. If qualified people are available, these officers may come from outside the Board of
Directors. Elected officers may hold the same position or office up to three (3) consecutive
years. Appointed officers are exempt from these rules. The Board of Directors may
appoint additional offices as they see fit in order to carry out efficiently the affairs of the
corporation. However, only active or charter paid-up members in good standing may be
Directors.
D) A simple majority (51%) of Directors present shall constitute a quorum at any Directors
Meeting.
Article V
Committees
The corporation may have if needed, the following standing committees, appointed by the
President; and, in addition, such other committees as the President may appoint from time to
time. Each committee shall consist of a Chairperson. Each committee, through the Chairperson,
shall report either verbally or in writing to a spokesperson on the Board of Directors and
annually to the Annual General Membership Meeting. See Appendix A.
1. Executive Committee: this committee shall consist of the President, Vice-President,
Secretary and Treasurer and two (2) other Directors to appoint by the President as
Chairperson. It shall be their duty to conduct the affairs of the corporation between the
Director’s meetings and carry out the instructions of the Board of Directors. If the
Secretary or Treasurer is not an elected board member they have no vote.
2. Rules Committee: it shall be the duty of this committee to interpret all rules and
regulations and to recommend such changes as they deem necessary to the Board of
Directors for their approval.
3. Import-Export Committee: it shall be the duty of this committee to explore and pursue all
possibilities for the free movement of genetically superior Pinzgauer seed stock.
4. Performance Committee: it shall be the duties of this committee to encourage, promote
and evaluate breed performance testing.
5. Show and Exhibition Committee: this committee shall make recommendations pertaining
to live animal and carcass displays to be supported by the Association. It shall be their
duty to recommend place, time and date for the Midwest Pinzgauer Association shows,
and persons to be contacted to perform services necessary in conducting said shows. This
committee should review the rules and guidelines for Association sponsored shows and
recommend changes. This committee is also respo0nsible for monitoring and reporting
violations of said rules to the Board of Directors, and shall oversee the management of the
shows in accordance with the Board’s directions. This committee will also with the
American Pinzgauer Association when the National Show is held in the Midwest Region.
6. Nominating Committee: it shall be the duty of this committee to handle the nominations
of all awards given by this corporation and any American Pinzgauer Association awards we
are entitled to. It will also be their duty to send names of candidates to the American
Pinzgauer Association for Board of Directors from the Midwest Pinzgauer Association. If
not nominated by this committee an American Pinzgauer Association director from the
Midwest Pinzgauer Association would not be eligible for travel funds to the American
Pinzgauer Association from the Midwest Pinzgauer Association membership, the
appointed director would not be eligible for travel funds to the American Pinzgauer
Association meetings. The committee will collect names of candidates for Board of
Directors for this corporation; ballots will be sent out by this committee to the membership
at least thirty (30) days prior to the annual meeting. There will be a two, two, three year
rotations for the Directors terms. A Director may not serve more than two (2) consecutive
terms. It will be this committee’s obligation to know the terms of the Directors and to
suggest to the President, names to fill vacancies that occur. The ballots will be counted by
the Board of Directors prior to the annual meeting and winners will be announced at the
annual meeting. The new directors will take office immediately following the annual
meeting.
7. Finance Committee: the Treasurer shall be the Chairperson of the committee. The
Treasure/they will prepare a budget and submit it to the Board of Directors for their
approval. The Treasurer shall make recommendations to the Board of Directors for the
investment of available of available funds. The committee shall cause the financial books
of the Association to be audited annually by the old and new Treasurer and two (2)
Midwest Pinzgauer Association members appointed by the President. This audit should
happen within a month after the annual meeting and an audit report and financial
statement should then be sent out to each member through the newsletter.
8. Sales Committee: it shall be the duty of this committee to recommend place, time and
date for the Midwest Pinzgauer Association sales and persons to be contacted to perform
services necessary in conducting said sales. This committee will be in charge of the
number of animals allowed in the sale, sifting of sale animals, and see that commissions
are paid. They shall oversee the management of the sales and carry out the rules of the
Midwest Pinzgauer Association.
9. Youth Committee: this committee shall be concerned with coordinating youth activities
with the Midwest Pinzgauer Association region.
Article VI
Meetings
Membership Meeting
a) An annual Membership Meeting shall be held once every calendar year with a maximum
time of fifteen (15) months between meetings. All members will be notified either by
letter or on the official organ of the corporation at least thirty (30) days prior to such
meetings. Special business shall be mentioned in the notice of the meeting.
b) A quorum form annual membership and special voters meetings shall consist of the active
and charter members in good standing present in person.
c) Roberts Rules of Order will be followed at all meetings of the corporation, membership
and at all meetings of the Board of Directors.
d) One special membership meeting may be held at the discretion of the Board of Directors
each year. All members will be notified by letter or in the official organ of the corporation
at least ten (10) days prior to the meeting date. E-mail will be an official method of
communication when available. The special business shall be mentioned in the notice of
the meeting.
e) Only active and Charter members who are in good standing and whose memberships
dues are current are entitled to vote at any corporation meeting.
f) General membership meetings may be held throughout the year at the discretion of the
Board of Directors. Such meetings may be announced on the web site of the Midwest
Pinzgauer Association, Inc.
Board of Director Meetings
a) A regular meeting of the Board of Directors is not required in conjunction with the Annual
Membership Meeting.
b) The President may call special meetings of the Board of Directors by giving at least a ten
(10) day notice in writing of the time, place and purpose. If any Director is unable to
attend such meetings, he/she shall notify the President of such fact not less than five (5)
days prior to the meeting. The President may only exercise this power once each year.
c) A majority of the Directors present shall constitute a quorum for the transaction of
business at all meetings of the Board of Directors.
d) Any action which the Board of Directors is authorized to take, may be taken without a
meeting if a consent in writing describing the action so taken is signed by all the Directors
entitled to vote on the matter and such consent shall have the same force and effect as a
unanimous vote.
Article VII
Grievance Procedure
Section 1. Eligibility
Any member of the Association is eligible to exercise the provisions of the grievance procedure
as the established herein.
Section 2. Intent
It is the intent of the Midwest Pinzgauer Association to adopt Bylaws and Regulations that
apply equally and without discrimination to all of its members. In the event that situations arise
where the applicability of the Bylaws and/or Rules and Regulations of the Midwest Pinzgauer
Association appear to fall short of the stated intent, then any eligible member may exercise the
grievance procedures herein describe.
Section 3. Procedures
a) Grievance procedures shall be initiated by a complaint filed in writing with the President of
the Board of Directors who in turn shall refer it to the Chairperson of the Grievance
Committee. This document shall set forth in detail the nature of the grievance including
date, place and nature of the grievance.
b) All such filing shall be accompanied by a $100 fee in the form of a cashiers check. Such fee
to be used by the Association for attorney fees and legal council. There will be no refund.
Any monies remaining will be deposited in the Midwest Pinzgauer Association checking
account.
c) The Chairperson of the Grievance Committee shall set a hearing within six (6) months of
the date of receipt of the complaint and committee shall hear the grievance and shall seek
to resolve the dispute. Within thirty (30) days of the hearing, complainant will be notified
in writing by the Chairperson of the Grievance Committee.
Sectiopn 4. Appeals
A) In the event the complainant is not satisfied with the findings of the Grievance Committee,
he/she shall within ten (10) days of receipt of the findings, appeal the findings to the
Executive Committee of the Association by written appeal sent to the President. A date,
time and place for hearing shall be selected and complainant shall be notified in writing.
B) In the event the complainant is satisfied with the findings of the Executive Committee,
he/she shall within ten (10) days of receipt of the findings of the Executive Committee
appeal the finds to the Board of Directors of the Association by written appeal sent to the
President who shall forthwith transmit same to the Board of Directors. A date, time and
place for the hearing before the Board of Directors will be selected, and complainant shall
be notified in writing by the President.
Section 5. Parliamentary Procedure.
All hearings shall be informal.
Section 6. Liability for Expense.
All expenses incurred for legal services (beyond the first $100) and all other expenses incurred
by the Association or the complainant will be the sole responsibility of the party by whom the
expense was incurred. Nothing in these procedures is to imply or suggest that the Association is
liable for payment of any expense incurred by the complainant either directly or indirectly.
Section 7. Findings
The findings of the Board of Directors shall be final. They shall be transferred in writing to the
complainant by the President and findings of the Board of Directors shall be filed with the
Association office and with the American Pinzgauer Association.
Article III
Health and Other Standards for Cattle
All cattle offered for sale or placed in a show sponsored by this corporation must be free from
disease. All animals sold through an official sale be accompanied by a health certificate as
necessitated by the state the buyer and will be furnished by the seller. Other standards for
shows or sales shall be made by the Board of Directors as needed.
Parliamentary Authority
The most current version of Roberts Rules will be utilized.
Article X
Bylaws Amendments
The Bylaws of the Association may be amended by an affirmative of the majority of the
members present at any general membership meeting, or special membership meeting. Notice
of proposed amendments from Active members must be made in writing to the President. Such
proposal must contain the signature(s) of the person(s) requesting changes. The proposals must
be made to the Midwest Pinzgauer Association office at least sixty (60) days prior to a scheduled
meeting. Proposed amendments must be included in the notice calling the meeting to order.
Appendix A
Committee Structure, Procedures & Etiquette
Committees for various activities as defined in the bylaws may be set-up by the President. The
committee must consist of at least three (3) members of the Midwest Pinzgauer Association
including the representative (chairperson) from the Board. The President shall appoint the
Chairperson of each committee.
The first item of business of any committee meeting) if not already appointed) must be the
establishment of a chairperson. This cannot be a self- appointed position but a 51% majority
vote of the committee. This person is in charge of running the meeting and like the President,
only votes on tie issues.
The next item of business is establishing of a recorder to keep all records and decisions of the
committee.
It shall be the duty of the chair person to convey their desires to the representative on the board
who in turn will relate their desires (requests) at the appropriate board meeting.
The Board of Directors of the Midwest Pinzgauer Association will approve, table, return or
disapprove the committee’s desires (requests).
The chairperson must set-up, organize an agenda and run the meeting in a professional manner.
Absolutely no monies should be spent or promised without proper Board of Director approval.
Failure on any part of this procedure may result in no recognition of these committee’s efforts.