LOUISIANA CHAROLAIS BREEDERS ASSOCIATION
CONSTITUTION AND BYLAWS – Adopted November 2009
The Louisiana Charolais Breeders Association (LCBA) shall be a non-profit organization of persons, firms, partnerships and
corporations engaged in the cooperative of breeding high quality purebred Charolais cattle and Charolais cross cattle, bettering
publicity for the same, holding and fostering shows and sales featuring such cattle and promoting teamwork among breeders and
cattlemen generally and any and all activities in connection with or in any manner pertaining to the Charolais breed or cross breed of
cattle. The LCBA will fall under and abide by all rules and processes of the American International Charolais Association (AICA).
The name of this association shall be the Louisiana Charolais Breeders Association (LCBA). The principal office and place of
business shall be determined by the Board of Directors or will be either the address of the residing president or secretary/treasurer.
A. Membership in the LCBA shall be of those residing in the State of Louisiana and to those non-residents who own
and maintain registered Charolais cattle or cross cattle or other interested parties as approved by the officers.
A. Active Members: The active membership of the LCBA shall consist of persons, firms, partnerships or corporations
who own one or more Charolais or Charolais cross cattle or have expressed an interest in the breed.
i. Active members are encouraged to be members of the parent American International Charolais Association
ii. Active members will notify the secretary of this association the name of the person authorized to represent
their respective firm, partnership or corporation. Such designated person shall have all the rights, privileges
and consideration of an individual active member.
B. Inactive members: Past active members that have not met the requirements of membership.
A. Active membership will be established by the payment of yearly dues in an amount as decided by a quorum of
members at the yearly meeting. Dues will remain the same from year to year if no action is taken to change the
B. All dues are payable from January 1 through April 30 of the year.
A. Application to membership shall be in writing on blank forms to be furnished by the secretary.
B. Members shall be admitted by paying the yearly dues.
A. Each active member is entitled to one vote.
B. Each corporation or partnership that has paid dues is entitled to one vote. The same person may vote more than
once if a member of several, separate entities that have paid dues.
A. Membership shall be terminated and the member put on inactive status if dues are not paid as required within a 120
day window past the due date. Termination can also occur by:
i. By a vote of the majority of the directors for good cause.
ii. If expelled from the AICA.
iii. By resignation.
iv. By death.
Annual and Special Meetings of the Membership
A. The annual meeting of the members and directors of the LCBA shall be held between January 1 and April 30 of
the year at a place fixed by the president.
B. Special meetings may be called at any time by the president or a simple majority of the Board of Directors.
C. Written notice of the time and place of all annual and special meetings shall be mailed to members at least 10 days
before the date thereof.
D. All active members may cast one vote as illustrated in Article II, Section 5: A,B.
E. All firms, partnerships or corporations may cast one vote.
F. A quorum shall be the duly qualified members attending and voting at the meeting.
G. All meetings will follow Robert’s Rules of Parliamentary Procedure.
A. The property and business of the LCBA shall be managed by a board of up to seven directors which include the
president and secretary/treasurer (five elected directors + president + sec/treas = seven). Directors shall be active
members. A minimum of 3 directors will be required to carry out the business of the association.
B. The directors are to be chosen during the annual meeting by the membership. The election of the president and
sec/treas shall take place at the same meeting and place these two into positions as directors concurrently.
C. If the minimum quota of 3 directors is deficient, directors may be chosen by selection on the annual membership
form as required in Article II.4.A.
D. Directors may also serve as area Vice-presidents.
E. Directors may serve continuous terms.
F. The directors may vote on all business before the board with each casting one vote.
G. In the event of the loss of a director the membership shall elect a replacement at the next annual meeting.
H. Directors may serve consecutive terms at the pleasure of the membership up to the limits as stated in Louisiana law
pertaining to nonprofit corporations.
I. All members may attend director’s meetings.
J. Directors may be removed by a majority vote of any regular or special called meeting by the members or as called
by the board of directors or president.
K. All meetings will follow Robert’s Rules of Parliamentary Procedure.
A. Directors shall meet at least once per year immediately following the annual meeting of the members and is open to
B. Special meetings may be held and may be called by the president or by a majority of the members of the board.
C. Notice of the annual meeting of the directors shall be sent by mail to each director or by phone notification with each
by the president at least 10 days prior to the meeting.
D. Emergency meetings may be called by unanimous consent of the board without prior notice.
E. A majority of the directors present shall constitute a quorum for the transaction of business at any regular or special
A. The officers of the LCBA shall be a president, up to three area vice-presidents and a secretary/treasurer being the
same person all of whom shall be elected by the membership at the annual meeting. Officers shall be active
members. It is not necessary to include area vice-presidents with these positions being open either in part or full to
appointment at the desire of the membership.
B. Officers may serve consecutive terms.
C. The President and Secretary/Treasurer are directors and will vote with the directors on all association business.
D. The areas served by the three area vice-presidents are defined as follows: Area 1 being the East Area is East of I-
49 and North of I-10; Area 2 being the West Area is West of I-49 and North of I-10, Area 3, being the South Area is
South of I-10.
E. The president and secretary/treasurer may be one in the same person if chosen so by the membership.
F. Officers will not receive pay for their services but may be reimbursed for reasonable and customary expenses.
G. Officers may be removed by a majority vote of any regular or special called meeting of the members as called by the
board of directors or president.
A. The president shall preside at all directors and members meetings; shall have general supervision over the affairs of
the LCBA and over other officers; shall sign all written contracts of the LCBA and shall perform other such duties as
are incident to the office. In the event of absence of the president the secretary/treasurer shall fill the role of
president. In the event of the president being unable to serve due to disability, death or other reasons for an
extended period of time the secretary/treasurer shall fill the role of president until the annual or a special meeting of
the membership is called and a new president is elected.
B. The president shall be considered the representative and spokesperson of the LCBA and will be expected to
advance the Charolais breed and work for all members as follows:
i. By holding periodic communications with the membership through mail outs, fliers, visits or phone
ii. By participation in local and state cattle programs, functions, education seminars and the like.
iii. By taking the lead role for coordinating and promoting all sales events either managed by the membership
or outside sales consultants.
iv. By coordinating advertisement for the promotion of sales and the breed in general.
v. By participation in national AICA events representing the LCBA member’s best interest.
vi. By participation in local cattle associations and organizations, such as meetings, cattle shows, trade shows,
and industry events.
vii. By promoting and educating members on the latest genetics, trends and taking a leadership role to
introduce the best Charolais genetics into Louisiana.
viii. By promoting youth activities such as 4-H and FFA, the Louisiana/National AIJCA.
ix. By working with the AICA field representatives and the Area AICA director to promote Louisiana Charolais
x. By considering opportunities for the betterment of the breed in Louisiana and allocating LCBA funds to that
C. The president shall present all records for the past fiscal year pertaining to the day-to-day business of the LCBA at
the annual meeting for review of by the membership.
A. The secretary/treasurer shall issue notice of all meetings and shall attend and keep minutes of same; shall have
charge of all association records, papers, and funds; shall collect all monies for dues, sales and other activities as
sanctioned by the LCBA.
B. The secretary/treasurer shall keep all records of the accounts and shall submit them, together with all receipts,
records, and other papers, to the directors as requested for their examination and approval as often as they may
require and shall perform other duties as are incident to his/her office or as directed by the president.
C. At the annual directors and members meeting the secretary/treasurer shall submit a statement of the business
during the preceding year as to the financial transactions of the association.
A. The funds of the association shall be deposited in such bank or trust company as the president shall designate, and
shall be disbursed only by check signed by the president or the secretary/treasurer.
B. The books of account and records of the association shall be kept on an annual basis, opening on January 1 and
closing on December 31 of each year.
C. Special accounts may be established by the president and serve as escrow accounts solely for the collection and
distribution of funds from LCBA sponsored sales.
A. Directors and officers shall be indemnified and held harmless from any claims or losses directly or indirectly
associated with to include but not limited to any activity, event, statement, advertisements, misrepresentations, and
the like that a director or officer is either deemed responsible for or associated with such claim.
B. Directors and officers will not be held liable for any misrepresentation or negligence of any type by any member or
past member of the association.
C. Members agree to indemnify directors and officers from any and all claims as illustrated in this article.
Amendments to Bylaws
A. Amendments to the constitution and/or bylaws may be made by a two-thirds vote of the members present at a
regular or special meeting of the association of which notice of the proposed amendment to the bylaws shall have
been given thirty days by mail in advance of the meeting by the secretary.