ARTICLE I:

NAME
1.1 NAME. The name of the organization will be the KENTUCKY ALPACA ASSOCIATION,
INC. also referred to as K.A.A. (hereinafter the “Association”).

ARTICLE II:

PURPOSE
2.1 To encourage, support and coordinate educational and promotional opportunities for the sharing of
information, for the benefit of public awareness in and Membership appreciation for the breeding, husbandry and unique qualities of Alpacas, Alpaca fiber and Alpaca fiber products.

2.2 To organize, conduct and promote annually a public alpaca event for but not limited to educational
and promotional purposes providing for the sharing of ideas, knowledge, companionship and encouragement.

2.3 To promote the improvement and growth of the Alpaca breeding, husbandry, Alpaca fiber and Alpaca fiber products industry in Kentucky.

ARTICLE III:

AFFILIATION
3.1 AFFILIATION. This association shall be affiliated with and shall abide by and in harmony with the rules and policies of the Alpaca Owners and Breeders Association (hereinafter “A.O.B.A.”)

ARTICLE IV:

REGISTERED OFFICE AND REGISTERED AGENT
4.1 REGISTERED OFFICE AND REGISTERED AGENT. The registered office of the Association shall be located in the state of Kentucky at such place as may be fixed from time to time by the Board of Directors upon filing such notices as may be required. Any change with the registered office or registered agent shall be effective upon the filing of such change with the office of the Secretary of State of Kentucky unless a later date has been specified.

ARTICLE V:

MEMBERSHIP
5.1 MEMBERSHIP. Any individual, family, farm or corporation interested in the purposes of the association may become a Member subject to the requirements of section 5.2 hereof and the majority approval of the Board of Directors present. An application for membership may be declined by a majority vote of the Board of Directors.

5.2 MEMBER CLASSES. The Board of Directors will recognize two types of membership:
Voting Farm Memberships (hereinafter “Farm Member”) and Non-voting Associate Memberships (hereinafter “Associate Member”) referred to collectively as the “Membership”.

a. Farm Member Requirements:

1. A member in good standing with A.O.B.A.
2. Kentucky residents actively breeding, raising and/or selling alpacas.
3. Agree to breed only ARI registered alpacas and only sell the produce of two ARI registered parents except in the case of males designated as non-breeders.
4. Promptly pay Farm Membership dues.

b. Associate Member Requirements:

1. Not required but strongly encouraged to become a member of A.O.B.A.
2. Promptly pay Associate Membership dues.

5.3 VOTING RIGHTS. Each Farm Member in good standing shall be entitled to one vote on all matters submitted to a vote of the Farm Membership.

5.4 ANNUAL DUES. Dues shall be paid promptly upon application for membership and shall for following years be paid by January 31 of the current calendar year. Dues shall be set by the Board of Directors. Dues shall be non-refundable.

5.5 REVOCATION OF MEMBERSHIP. The Board of Directors by a 2/3 majority vote of the entire Board, may suspend or revoke the membership status of any Farm or Associate Member for not meeting the requirements of those as stated in these Bylaws, if, in the judgment of the Board such action is in the best interests of the Association. The Board may revoke Membership status for failure to comply with these By-laws which includes one or more but not limited to the following reasons:

a. The Member fails to pay for items or services billed to them by the Association.
within a reasonable period of time, as determined by the Board; or

b. The Member uses Association information for purposes not intended by the Association.

c. The Board by a 2/3 vote, finds that the Member’s actions are not in conformity
with the purposes and by-laws of the Association and such actions actively work to the detriment of the Association.

d. The Member fails to pay annual membership dues.

ARTICLE VI:

MEETINGS
6.1 ANNUAL MEETING. There shall be an annual meeting of the Membership (the “Annual Meeting”) called by the Board of Directors. At the Annual Meeting of the Membership, the Members shall transact such business as shall properly come before them, including the election of Directors.

6.2 QUARTERLY MEETINGS. There shall be at least four quarterly meetings of the Membership
called by the Board of Directors, one of which shall be the Annual Meeting. At the quarterly meetings the Membership shall transact such business as shall properly come before them.

6.3 SPECIAL MEETINGS. Special meetings of the Membership may be called by a majority of the Board of Directors, or by petition to the Board of Directors of not less than 50% of the Farm Members.

6.4 NOTICE OF MEETING. The date, time, place and purpose of any meeting shall be provided to the Membership no less than twenty (20) days before the date of the meeting.

ARTICLE VII:

BOARD OF DIRECTORS
7.1 GENERAL POWERS. The affairs of Association shall be managed by the Board of Directors who shall also serve as the Officers of the Corporation. Directors must be a Farm Member in good standing with Association.

7.2 NUMBER, TENURE, TERM. There shall be six (6)Directors. Directors shall serve a term of one (1) year running concurrent with the Association’s Fiscal Year. Directors may serve an unlimited number of terms, if nominated and elected by a majority of the members.
7.3 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called at the request of any three Directors and may be held via telephone conference calls. Minutes of any meeting shall be taken by the Secretary and shall be available to the Membership.

7.4 NOTICE OF MEETING. Notice of the date, time and place of any meeting of the Board of Directors shall be given to each of the other Directors in person, via e-mail, fax or telephone no less than forty-eight (48) hours in advance of the meeting. Written notice via mail must be postmarked no later than fourteen (14) days before the meeting is to take place. The purpose of the meeting shall be specified in any notice.

7.5 VOTING. Each Director is entitled to one vote on matters under consideration by the Board. Acts, decisions, and policies approved by the Board will be accomplished through a simple majority vote of the entire Board.

7.6 VACANCIES. Director vacancies shall be filled by the appointment of the unsuccessful
candidate having received the most votes at the last election of Directors. If this candidate is unwilling or unable to serve, the vacancy shall be filled by the appointment of the President with the approval of the majority of the Directors. Directors appointed to fill a vacancy will complete the term of his or her predecessor.

7.7 QUORUM. A majority of Directors will constitute a quorum for the transaction of business at any meeting of the Board; but if a majority is not present, a majority of those present may adjourn the meeting to another time.

7.8 COMPENSATION. Directors will not receive compensation for their services but may be reimbursed for reasonable expenses incurred in connection with the affairs of the Association as brought forth and approved by the majority of the Board of Directors. Reimbursed expenses will be included in the Treasurers quarterly report to the Membership.

7.9 RECALL OF DIRECTOR. A Director may be removed from office in a recall election by a 2/3 majority vote of the Farm Members. A recall vote may take place at a quarterly meeting, annual meeting or special meeting as called by the Farm Members where fifty (50) percent of the Farm Members have petitioned for a recall election. Any such petition must be submitted to the Board of Directors at least sixty (60) days before such meeting is to take place. The notice of the meeting shall specify on the agenda that the recall election will take place. Any Director removed by a recall vote shall also be automatically removed as an Officer.

ARTICLE VIII:

OFFICERS
8.1 OFFICERS. The Directors of the Association shall serve as the Officers of the Corporation. The Officers shall be the President, Vice-President, Secretary, Treasurer, Special Projects Coordinatorand Alpaca Show Coordinator. Directors shall be elected to serve in the Officer positions.

8.2 PRESIDENT. The President, shall be the Chief Executive Officer (CEO) of the Association and shall preside at meetings of the Membership and Board of Directors meetings, as well supervise and direct all business affairs of the Association. The President shall ensure that the By-Laws, rules and regulations of the Association. are enforced and shall perform all duties generally incident to the office of the President. The President shall have the power to execute and deliver on behalf of and in the name of the Association. any instrument requiring the signature of an officer of Association. The President shall be responsible for the interfacing between the Association and AOBA concerning all relevant issues, or the BOD may appoint another member as liaison to AOBA.

8.3 VICE-PRESIDENT. In the absence of the President, or in the event of his/her ability to perform the duties as described in Article 8.2, the Vice-President shall perform the duties of the President, and when so acting, shall have all powers of and be subject to the restrictions upon the President.

8.4 SECRETARY. The Secretary shall keep a permanent record of all the minutes of Membership meetings and Board of Director meetings in appropriate books provided for that purpose. The Secretary shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. The Secretary shall maintain a current directory of the entire membership. The Secretary shall perform all duties incident to the office of Secretary and other duties as may be assigned to him or her.

8.5 TREASURER. The Treasurer shall maintain, in the Association’s name, one or more bank accounts, as selected by the Board of Directors; receive and give receipts for monies paid to the Association form any source whatsoever; pay such bills and other indebtedness as the Board of Directors may authorize; keep complete books and records of account; prepare and file all local, state and federal tax returns; prepare and file annual report with the Kentucky Secretary of State; prepare and furnish to the Membership quarterly and annual statements of account showing the financial position of the Association and the results of it’s operations. The quarterly and annual statements shall be included with the meeting minutes of the quarterly and annual Membership meetings. The Treasurer shall give a full and comprehensive annual report of the financial standing and affairs of the Association, including a presentation of the annual budget as approved by the Board of Directors, to the Membership at the Annual Meeting. The Treasurer may delegate any of the foregoing duties to such persons as desired and in accordance with the Treasurer’s reasonable judgement.

8.6 SPECIAL PROJECTS COORDINATOR. The Special Projects Coordinator shall serve as the coordinator for special projects as directed by the Board. The Special Projects Coordinator shall act as the Board Liaison to all committees.

8.7 ALPACA SHOW COORDINATOR. The Alpaca Show Coordinator shall serve as the coordinator for all KAA alpaca shows as directed by the Board. The Alpaca Show Coordinator shall act as the Board Liaison for all show related activities.

ARTICLE IX:

NOMINATION AND ELECTION PROCEDURES
9.1 NOMINATING COMMITTEE. The Board of Directors shall provide for the appointment, at least six (6) months before the Annual Meeting, of five (5) Farm Members of the Association in good standing with the Association, none of whom shall be a Director, to constitute a committee for the nomination of candidates for the Board of Directors ( the “Nominating Committee”). The Nominating Committee shall actively recruit and nominate at least two (2) candidates for each vacancy of the Board.

9.2 NOMINATION BY PETITION. Three or more members in good standing of the Association may nominate one or more candidates for Director(s) by a petition delivered to the nominating committee not less than ninety (90) days prior to the Annual Meeting.

9.3 QUALIFICATIONS, STATEMENT OF CANDIDACY. All nominees must be Farm Members in good standing with the Association. Nominations shall be closed no later than ninety (90) days prior to the Annual Meeting. Nominees may be requested by the Nominating Committee to submit a written statement on behalf of their candidacy no later than sixty (60) days prior to the Annual Meeting. The form of the statement and its distribution to the Farm Members shall be established by the Nominating Committee, which shall decide any compliance issues with the standards that the Nominating Committee may establish with respect to such form.

9.4 INSPECTOR OF ELECTIONS. The Directors may appoint an Inspector of Elections, who shall count the ballots, tabulate the results and report the results in writing to the Membership and the Board of Directors, the names of those elected. The Inspector of Elections will be a member in good standing of the Association, not a Director/Officer, nor a candidate. The candidates may request and receive the number of votes received by each candidate. Each candidate may designate an observer to be present during the vote count. Ballots and tabulations of results shall be maintained as a part of the Associations records for no less than a period of two (2) years.

9.5 BALLOT. The Nominating Committee shall prepare or delegate the preparation of the ballots and mail them to all Farm Members no less than thirty (30) days prior to the Annual Meeting. The ballot may be accompanied by the statement of candidacy, as mentioned in Article 9.3, of each nominee in a form approved by the Nominating Committee.

9.7 VOTING PROCEDURES. Each Farm member shall exercise his or her right to vote by mailing the ballot to the Inspector of Elections. No ballot by mail shall be counted unless postmarked by the date as set forth on the ballot. Procedures for balloting shall be established to assure the secrecy of each eligible Member’s vote.

9.8 ELECTION RESULTS. The Inspector of Elections or the President may announce the results as soon as practical after the election but no later than the conclusion of the Annual Meeting.

ARTICLE X:

COMMITTEES
10.1 COMMITTEES. The Board of Directors, may designate and appoint one or more committees and the members thereof, which may include one or more Directors and members in good standing with the Association. These committees, to the extent provided in said resolution, shall have and exercise authority as specified by the Board of Directors.

10.2 CHAIRPERSON. One member of each committee shall be voted Chairperson by a majority vote of the members of the committee.

10.3 QUORUM. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the committee members present in person or by telephone at a meeting at which a quorum is present shall be the act of the committee.

10.4 VACANCIES. Vacancies in the membership of any committee may be filled by
appointments made in the same manner as provided in Article 10.1.

ARTICLE XI:

BOOKS, RECORDS & RIGHTS OF INSPECTION
11.1 BOOKS, RECORDS & RIGHTS OF INSPECTION. The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Members and Board of Directors, shall keep a record giving the names and addresses of the Membership according to Voting and Non-Voting Membership classes. All books and records of the association may be inspected by any Member, his or her agent or for any purpose at any reasonable time.

ARTICLE XII:

NEGOTIABLE INSTRUMENTS AND CONTRACTS
12.1 NEGOTIBLE INSTRUMENTS AND CONTRACTS. All checks of the Association shall be signed by the Treasurer. Written approval of the President shall be secured for checks over $500.00. No Director/Officer, member or agent of the Association, either singly or jointly with others, shall have the power to make any negotiable instrument, or endorse the same, in the name of the Association, or cause to be contracted any debt or liability in the name or on behalf of the Association except as a duly appointed representative. This appointment must be made by the President and approved by the Board of Directors. Receipts must be presented prior to issuance of checks.

ARTICLE XIII:

FINANCES
13.1 FINANCES. The account(s) of the Association shall be audited annually by a public accountant or another party other than the Treasurer. The audit shall be presented to the Membership by the Treasurer and shall become part of the Association records.

ARTICLE XIV:

FISCAL YEAR
14.1 FISCAL YEAR. The Fiscal Year of the Association shall begin January 1 and shall end December 31.

ARTICLE XV:

INDEMNIFICATION
15.1 INDEMNIFICATION. The Association shall have the power to indemnify any person who was or is a party or is threatened to be made party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he/she is or was a Director/Officer, employee or Agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, employee or Agent of another Corporation against expenses (including any attorney fees), judgements, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.

ARTICLE XVI:

DISSOLUTION
16.1 DECISION TO DISSOLVE. The dissolution of the Association may be authorized upon the adoption by the Association of a resolution to dissolve by a majority vote of the Farm Members voting on the dissolution.

16.2 PAYMENT OF LIABILITIES AND DISTRIBUTION OF ASSETS. Upon dissolution, all liabilities and obligations of the Association shall be paid, satisfied and discharged, or adequate provisions shall be made therefore and then the remaining assets shall be liquidated and distributed to a nonprofit fund(s), foundation(s) or corporation(s) that is organized and operated exclusively for charitable, scientific or educational purposes and that has established its tax exempt status under Section 501(c)(3) or (c)(5) of the Internal Revenue Code. The specific organization(s) shall be chosen by the Board of Directors at the time of dissolution.

ARTICLE XVII:

AMENDMENTS
17.1 PROCEDURE. These Bylaws may be amended by a 2/3 majority vote of the Farm Members voting on the proposed amendment(s), including those votes cast by mail. Amendments to the Bylaws may be proposed by a petition signed by fifty (50) percent of the Membership of the Association or by the majority vote of the Board of Directors. Any proposed amendment of the Bylaws shall be submitted in writing to the Board of Directors not less than thirty (30) days before the vote is to take place. Voting on amendments may take place at a Quarterly Meeting, Annual Meeting or by mail. A written form of any proposed amendments shall be available to the Farm Members.