The Association was formed March 20 1989 the first Board members were Lloyd Shofner president Paul Healy Secretary John Ferris Treasure.

#9 Denny Niess

#8 Darren Heldman

#7 Holly Johnson

#6 Dennis Udovich

#5 Bob Holig

#4 Denny Niess

#3 Doug Roberts

#2 Gary Tank

#1 Lloyd Shofner

Bylaws

Minnesota Deer Breeders Association

Article I – Name

The name of the organization shall be the Minnesota Deer Breeders Association (MDBA).

Article II – Objectives

The objectives of the Association are:

1. to acquire, establish, distribute information, and encourage the friendly exchange of ideas and problem solving pertaining to the cervid industry.

2. to promote the sale/exchange of all products to support the cervid industry.

3. to provide a forum for the discussion and participation of cervid farming/ranching and to keep members fully informed on matters of interest to the cervid industry.

4. to represent the interests of the cervid industry at all levels of government, with other livestock producers and other related industry associations.

5. to establish and promote the ethical standards of conduct, sale of products and husbandry of cervids, to which members will subscribe.

Article III – Membership

SECTION 1 – Any individual, firm, partnership, corporation or association interested in cervid farming/ranching may apply for membership as specified in Section 2 hereof.

SECTION 2 – The following minimum qualifications must be met by all applicants:

A. Applicants must have a specific interest in cervid farming/ranching and conduct themselves in an ethical manner.

B. Applicants must agree to conform to the Association Bylaws and Code of Ethics. Applicants must submit sufficient information when applying for membership that the Association Board of Directors can establish that the minimum qualifications for the category of membership sought are satisfied. Membership fees and schedules shall be set by a majority vote of the Board of Directors, members present.

SECTION 3 – Any member having a grievance or complaint that involves violation of the Bylaws or the Code of Ethics against the Association or member thereof may submit such complaint, in writing, to the President for review and action by the Board of Directors. Any member of this Association who violates the Bylaws, Code of Ethics or rules and regulations of this Association may be censured, suspended or expelled by the Board of Directors after written mail notification by and a formal hearing before the Board of Directors.

SECTION 4 – Unless otherwise provided by law or these Bylaws, all rights, title and interest of a member of this Association in or to the Association or its property cease upon the termination of membership. By accepting membership in this Association each member agrees that s/he will not file a lawsuit or bring other legal action against the Association in connection with any Association activities.

SECTION 5 – Voting members are those who are paid Minnesota Deer Breeder Association Members.

Article IV – Officers

SECTION 1 – Officers of this Association shall be: President, Vice-President, and Secretary/ Treasurer, who are elected by majority vote of the Board of Directors. These officers shall perform the duties prescribed by the parliamentary authority adopted by the Association and those prescribed in these Bylaws. The Board of Directors, in executive session, shall elect the officers of the Association at the Annual Meeting of the Board of Directors. Officers will be selected from current Board members. Officers must reside in the state of Minnesota.

SECTION 2 – The President shall:

A. Preside over all meetings of the Association and the Board of Directors.

B. Call regular and special meetings of the Association and Board of Directors.

C. He or she shall also, at the annual meeting of the Association and at such other times as he or she shall deem proper, communicate to the Association and Board of Directors such matters. Make such suggestions as may, in his or her opinion, tend to promote the welfare and increase the usefulness of the Association and shall perform such other duties as are necessarily incident to the office of President of the Association or as may be prescribed by the Board of Directors.

D. The President may succeed him or herself in two (2) year terms.

SECTION 3 – The Vice-President shall:

A. In the absence, resignation, inability or refusal to serve of the President, perform all duties of that office.

B. Perform such other duties or special projects as may be assigned.

C. The Vice President may succeed him or herself in two (2) year terms and may be nominated to other offices.

SECTION 4 – The Secretary/ Treasurer shall:

A. Be the signatory to sign checks to a specified amount. The Board of Directors may authorize other officers to sign checks.

B. Be responsible for review and approval of the monthly receipt and disbursement of all funds, and serve as the custodian of all securities and property in the name of and to the credit of the Association.

C. Be responsible for review and approval of all financial transactions of the Association in books belonging to the Association and deliver such books to the successor in office when elected.

D. Be prepared to deliver a full report of all financial matters and present such to the Board of Directors whenever requested, but at least annually.

E. Take all meeting minutes and distribute appropriately.

F. The Secretary/ Treasurer may succeed him or herself in two (2) year terms.

SECTION 5 – Board of Director vacancies shall be filled as required by the Board of Directors by majority vote of the Board between annual meetings.

SECTION 6 – An officer must have served at least one (1) year as a director before he/she can be elected as an officer.

Article V – Meetings

SECTION 1 – A regular Annual Meeting of this Association shall be held once each year. The specific time and place to be designated by majority vote of the Board of Directors. The purpose of the Annual Meeting shall be to receive reports from officers and committees, to conduct professional programs and to conduct other business as appropriate.

SECTION 2 – Notice of the time and place for the Annual Meeting or any special meetings of the association shall be given by mail, at least 30 days prior to such meetings, to each member at his or her residence or place of business as it appears on the books of the Association.

SECTION 3 – Special membership meetings may be called at any time by the President or by a majority of the Board of Directors. The President shall also call such meetings, if requested, in writing by 25% or more of the members in good standing at the time, stating the specific business to be considered. Notification shall be mailed to all members of the Association.

SECTION 4 – A quorum of a properly called Annual Meeting or special meeting of the Association shall be the members present.

Article VI – Board of Directors

SECTION 1 – The governing body for this Association shall be the Board of Directors. The Board of Directors shall determine the policy for the Association within guidelines established by these Bylaws.

SECTION 2 – The Board of Directors shall be composed of not less than 5 nor more than 9 members, which number will be set by the Board at the Annual Meeting. Terms of office will be staggered and for a term of two years and will begin and expire at the conclusion of the Annual Banquet. In establishing the Board of Directors, the terms shall be staggered so that at least two new Directors are elected each year. Any member may submit in writing the name of any voting member to the Secretary/ Treasurer to be considered for nomination to the Board of Directors. The Secretary/ Treasurer shall forward all such requests that have been received 30 days prior to the next Annual Banquet of the Association to the President. Independent nominees will be included on the ballot if proposed in writing 60 days prior to the next Annual Banquet of the Association, over the signature of 15% or more of the active membership. The Secretary/ Treasurer shall forward the ballot to the members at least 15 days prior to the Annual Banquet. The members may vote either for the candidates proposed or for the independent candidate(s). Newly elected Board Members terms will normally conclude two years after they are elected.In the event that a seat becomes open on the Board of Directors between elections, the seat(s) will be filled by Board of Director designation by majority vote until a new nominee can be proposed and submitted to the membership at the next annual election. The Board of Directors designee must meet the qualifications prescribed for directors. When the designee is voted in by the membership they shall start their two (2) year term on the Board.

SECTION 3 – Meetings of the Board of Directors shall be called by the President not less than twice annually, or more frequently if in his or her judgment the business of the Association requires it. Upon request by ¾ of the Board Members, a meeting may be called at anytime, provided those requesting the meeting serve notice to the entire Board together with a detailed list of the subjects to be considered or discussed. In addition, an email vote can be executed by way of majority vote by the Board Members in emergency situations.

SECTION 4 – The Board of Directors shall control the business and affairs of the Association and make the necessary rules and regulation not inconsistent with the law or these Bylaws for the management of the business and the guidance of the officers of the Association. This shall be accomplished by a majority vote of the directors present at a Board meeting. Notwithstanding anything in these Bylaws to the contrary, the Board of Directors may, if it determines it to be in the best interests of the Association, temporarily suspend for one year, one or more of the terms and provisions of Article IV of these Bylaws, by a vote of 75% of those present at a duly called Board meeting.

SECTION 5 – A quorum for a properly called Board of Directors meeting shall be one (1) more than half of the total present members of the Board. The President will not vote on issues brought before the Board of Directors except in the case of a tie.

Article VII – Parliamentary Authority

The rules contained in the current edition of “Roberts Rules of Order” shall govern this Association in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Association may adopt.

Article VIII – Amendments

Any member may present amendments for consideration by the Board of Directors ninety (90) days prior to voting. Amendment proposals must be approved by a majority vote at a regular or special meeting of the Board of Directors.

Article IX – Finances

The overall objectives and activities of the Association shall be accomplished without profit or financial gain to the Association or to the membership. The Association will depend primarily upon contributions from its members for operating expenses through dues, charges, contributions and fund raising as determined by the Board of Directors.

Article X – Mail Vote

Whenever, in the judgment of the Board of Directors, any questions shall arise which it considers should be put to a mail vote of the active membership, the Board of Directors shall submit such matter to the membership in writing by mail for vote and decision. The question thus presented shall be determined according to a majority of the votes received by mail within thirty (30) days after such submission to the membership. Any and all action taken as a result of a majority mail vote in each case shall be binding upon the Association and each member thereof.

Revised: March 2007 President Date Vice President Date