1.     The name of the organization shall be “The Ontario Blonde d’Aquitaine Association” (herein called the “Association”).

2.     The aims and objectives of the Association shall be:

a)     to promote and encourage the breeding of Blonde d’Aquitaine cattle in the province of Ontario;

b)    to arrange for, and promote shows and sales of Blonde d’Aquitaine cattle in the province of Ontario;

c)     to assist, where possible, the Canadian Blonde d’Aquitaine Association in their promotion of the Blonde d’Aquitaine breed;

d)   To promote and encourage performance testing for Blonde d’Aquitaine cattle in the province of Ontario.

1.     The general membership shall consist of:

a)     persons, firms, partnerships, organizations or corporations who shall have submitted an application for membership, paid the requested membership fee, and be approved by the Board of Directors.

2.     There shall be a membership fee which shall be established by the Board of Directors and approved by the general assembly.

3.     The Board of Directors shall have the power to enact by-laws establishing classes of memberships similar to those of the Canadian Blonde d’Aquitaine Association.

4.     Membership is not transferable and shall lapse automatically:

a)     upon the wind-up, liquidation or surrender of charter of a member;

b)     at the end of the Association’s fiscal year, but subject to the right of renewal on payment of requisite fee;

c)     Upon resignation at any time from the Association, and not from the Board of Directors.

5.     Membership fees are not refundable in whole or in part.

1.     There are hereby established, as the principal organs of the Association, a General Assembly and a Board of Directors.

2.     General Assembly:

a)     The general assembly shall consist of all members of the Association.

b)     Each member shall be entitled to one vote at all meetings of the General Assembly, with provisions made for the permission to use a maximum of three proxy votes.

c)     The General Assembly shall meet at least once a year at such time and place as the Board of Directors shall determine, and upon three weeks written notice.

d)     A quorum of the General Assembly shall be ten members present in person or by proxy.

e)     Decisions of the General Assembly, except where otherwise expressly provided to the contrary, shall be by majority vote of those present in person or by proxy and voting.

3.     A member in arrears in the payment of membership fees shall not be entitled to receive the benefits and privileges of membership, nor to representation in the General Assembly.

4.     Board of Directors:

a)      The property and affairs of the Association shall be managed by a board of seven directors, one being the President elected by the members from the general membership of representatives thereof.

b)     The president shall be elected by the general membership.  The president’s term of office shall be from the meeting at which he/she is elected or appointed until the annual meeting next following or until his/her successor is elected or appointed.  Six directors shall be elected by the general membership.  The directors’ term of office shall be from the meeting at which they were elected or appointed until the 2nd annual meeting following or until their successors are elected or appointed.  Three directors shall be elected or appointed each year.

c)     The president and the directors shall elect from amongst themselves a vice-president and a secretary-treasurer or a secretary and a treasurer.

d)     A quorum for the transaction of business at meetings of the Board of Directors shall be by majority.

e)     Any vacancy occurring in office of directors shall be filled by appointment by the directors remaining in office for the remainder of the term of the retiring director.

f)     a director must be a member of the Association in good standing

g)     Any director or executive officer may be removed from office for failure to perform properly his duties on the vote of two-thirds          of the Board of Directors then holding office.

h)     all meetings of the Board of Directors shall convene at the call of the president and notice thereof shall be given to the members of the Board at least one week prior to the date of the meeting, provided, however, that the directors may meet on regular dates without notice or may by unanimous consent meet at any time or place without notice.

I)     the Board of Directors shall establish by-laws as it shall require and these shall govern the board of directors when they are consistent with the provisions of the Constitution.

j)     The directors may hire, retain or appoint such employees as may be required to achieve the objectives of the Association and shall assign duties to them.

k)     The president shall perform all duties of the chairman at meetings of the Board of Directors and of the General Assembly and be responsible for the initiation of policies.  In his absence, the vice-president shall act in the place and stead of the president.  The secretary-treasurer or secretary and treasurer shall do such things as are normally carried on by a secretary-treasurer or secretary and treasurer.

1.     The Board of Directors may appoint such committees as may be necessary for achieving the objectives of the Association, but there shall be the following standing committees appointed by the Board:

a)     Nominating committee - this committee shall present to the Annual General Meeting a list of members to be considered for the election to the Board of Directors.  Additional nominations shall be received from the floor and if voting is necessary, it shall be by ballot.

b)     Show and Sale Committee - this committee shall make arrangements for the showing of Blonde d’Aquitaine cattle at various shows and shall be responsible for arranging and holding periodic sales of Blonde d’Aquitaine cattle.

c)     Publicity Committee - this committee shall be responsible for publication and distribution of materials that may be necessary to promote the sales and shows arranged by the Show and Sale Committee and, in addition, shall carry out such matters and activities as will promote the Blonde d’Aquitaine cattle breed.

1.     Any elected person to the Board of Directors or any appointee, who by virtue of his failure to fulfill his duties of office or failure to conduct himself as befits his office, may be removed from office.  The person in question having been advised of such failure, and having been unable to resolve his dereliction, shall be removed, after a prior notice to that effect of seven days, two-thirds of the Board of Directors concurring.

2.     This Constitution may be amended in the following manner: proposed amendments must be submitted to the Board of Directors 60 days prior to the Annual General Meeting with members being notified at least 45 days prior of the Annual General Meeting date.  All proposed amendments shall be included with the written notice of the annual meeting of the General Assembly, at which such amendments are to be dealt with.  Two-thirds of those members present, in person or by proxy, at the General Assembly meeting aforesaid concurring, this proposed amendment shall be deemed to have approved and it shall be entered into this constitution.