The Murray Grey Foundation, Inc.
Code of Regulations
Section 1 – Company Name
The name of the company is the Murray Grey Foundation, Inc. The company may also be referred to as the Murray Grey Foundation, or as the MGF, Inc., or as the MGF.
Section 2 – Incorporation
The company was incorporated in the State of Ohio on March 17, 2004, under ID number 1449948, as a non-profit organization.
Section 3 – Purpose
The purpose of the company is contained in “Article Third” of the Articles of Incorporation.
Meetings and Membership
Section 1 - Annual Meetings.
A. An annual meeting of Voting Members, for the election of Directors, for the consideration of the reports to be laid before such meeting, and for the transaction of any other business which shall be brought before the meeting, shall be held in the fourth quarter of each year commencing in 2005 or at such other times as the Board may determine.
B. When the annual meeting, for any reason, is not held or if Directors are not elected at such meeting, they may be elected at a special meeting called and held for that purpose.
Section 2 - Special Meetings.
A. A special meeting of the Voting Members may be called by the President, or by the Vice-President, or by a majority of the members of the Board of Directors acting with or without a meeting.
B. Upon the request in writing being (email is included) delivered to the President, to the Vice-President, or to the Secretary, by any person or persons entitled to call a meeting of the members, it shall be the duty of the person to whom the request is delivered to give notice to the members of such a meeting, and if such request be refused then the person or persons making the request may call a meeting of the members by giving notice in the manner hereinafter provided in Article II, Section 4.
C. The Voting Members may hold a meeting at any time and place, without notice or call, upon appropriate waivers signed by all members who are entitled to vote at a meeting of the Voting Members. Such meeting may be held by electronic means so long as each member is on a phone line where such member may hear other members or where all members are contacted and may respond at a time set for a meeting by e-mail.
Section 3 - Place of Meetings.
A. The annual meeting and all other meetings of the members shall be held at such places, within or without the State of Ohio, as may from time to time be designated by the Board of Directors acting with or without a meeting, or as shall be specified in the respective notices of such meetings, or waivers of notice thereof. Meetings may take place via email or other electronic means upon Board approval.
Section 4 - Notice of Meetings.
A. Each member shall furnish the Secretary with an address, phone number, and e-mail address to which notices of meetings and all other corporation notices and correspondence may be addressed to such member.
B. Written notices of the time and place of each meeting of the Voting Members, whether annual or special, shall be given to each member of record entitled to vote at such meeting, by the President or by the Secretary, or in the event of the refusal of both of them to do so, by the person or persons entitled to call such meeting.
C. Except when otherwise expressly required by Ohio law, such notice shall be given as aforesaid not more than 90 days and not less than 5 days before the day upon which the meeting is to be held, by serving the notice personally upon each member or by mailing (email may be used) the same prepaid to the address of each member furnished to the Secretary, or to the address of each member last shown upon the records of the Corporation.
D. Except when expressly required by Ohio law, no publication of any notice of any meeting of member shall be required.
F. In addition to stating the time and the place of the meeting, every notice of a special meeting of the members shall state briefly the objects or purposes thereof as may be specified by the person or persons calling such meeting, and business other than that so specified in such notice shall be taken up at such meeting only with the consent of a majority of the members present.
Section 5 - Waiver of Notice of Meeting.
A. Any member attending a meeting in person, either before or after any meeting, may waive the required notice.
B. Waivers must be in writing (e-mails are acceptable) and filed with or entered upon the records of the meeting.
Section 6 - Action Without Meeting.
Any action which, under any provision of Ohio law including Section 1701.54 of the Ohio Revised Code, or the Articles of Incorporation, or this Code of Regulations, may be taken at a meeting of the members, may be taken without a meeting if authorized by a writing signed by all the members who would be entitled to notice of a meeting called for the purpose of taking such action.
Section 7 - Quorum.
A. A quorum at all meetings of members shall consist of a majority of the members, present in person or electronic means.
Section 8 – Meeting Agenda.
The agenda of business shall be as follows, unless changed by majority vote of the members present:
(1) Roll call, to establish a quorum.
(2) Appointment by the presiding officer of inspectors of election, if requested.
(3) Acceptance of minutes of previous meeting.
(4) Presentation of annual financial report.
(5) Presentation of reports of Directors and Committees.
(6) Presentation of Officers reports.
(7) Election of Directors.
(8) Consideration of unfinished business.
(9) Consideration of new business.
Section 9 – Members.
There shall be two classes of Members, Voting and Non-Voting:
A. Voting Members shall be those initial members who have formed the Company, namely: Joel Haddad, Jean-Marc Dollard, Timothy A. Gladwin, Sheila-Marie Wark, Mary Ellen Wozny, and John C. Wozny. Those initial members will be lifetime members. Additional Voting Memberships may be offered subject to the conditions and requirements including, but not limited, to the following:
(1) an individual human person,
(2) not younger than 21 years of age,
(3) have demonstrated long term participation in the Murray Grey Foundation and Registry,
(4) nominated for voting membership by a voting member,
(5) approved without objection by the Board of Directors,
(6) paid such initiation fees and dues as specified by the Board of Directors,
(7) any other conditions or requirements specified by the Board.
Voting Members shall be enrolled in the records of the Company as Voting Members and shall be entitled to one vote each at any meeting at which votes may be taken. Voting Members are entitled to participate fully in the MGF Registry. Only Voting Members are eligible to hold Office. Voting Members may participate in the MGF Registry under a recorded and specified group/farm non-voting membership ID.
B. Non-Voting Members shall be those who apply for membership and who desire to register cattle with the company cattle registry or otherwise desire to support the MGF and MG breed, subject to conditions and requirements including, but not limited to, the following:
(1) apply for membership,
(2) are approved by a majority of the Board of Directors,
(3) paid such initiation fees and dues as specified by the Board of Directors,
(4) any other conditions or requirements specified by the Board.
Non-Voting Members shall be entitled to participate in the MGF Registry and, at the pleasure of the Board, may serve on committees or in other activities of the MGF.
Non-Voting Members shall not be entitled to vote, hold Office, or be Directors. Non-Voting Members shall be entitled to register cattle and otherwise participate in the MGF Registry upon such terms, conditions and such costs as may be determined by the Directors.
Non-Voting Members may also be referred to as Clients, Customers, or Participants. Likewise, fees and dues of Non-Voting Members may also be referred to as Client fees/dues, Customer fees/dues, or Participant fees/dues.
The Company may issue certificates of membership to Non-Voting Members demonstrating their registration as Non-Voting Members. Non-Voting Members may be individuals, corporations, partnerships, limited liability companies or partnerships, trusts, family farms or any other organization or entity engaged in the business of raising, breeding, marketing or dealing in Murray Grey cattle.
Board of Directors
Section 1 - General Powers.
The powers of the Corporation shall be exercised, its business and affairs conducted, and its property controlled by the board of directors, except as otherwise, provided by Ohio law or in amendments to the Articles of Incorporation.
The Board of Directors may invite Non-Voting members or non-members to attend a meeting and may request their input and participation.
As an Honorary membership, the Board may bestow Non-Voting membership.
The Board of Directors may reject any application for any class of membership and may revoke a membership or revoke animal registrations and any animal information submitted.
The board shall have the sole power to set all fees, including initiation and annual fees and dues.
Section 2 - Number and Qualifications.
A. The number of Directors of the corporation shall be three.
B. No reduction of the number of Directors shall have the effect of removing any Director prior to the expiration of his term of Office.
C. Only Voting Members may serve as a Director.
D. A Director may not give any other person or group his/her proxy to vote on the Board.
Section 3 - Election of Directors.
A. At each meeting of the Voting Members for the election of Directors at which a quorum is present, the persons receiving the greatest number of votes as provided in the Articles of Incorporation shall be the Directors. All Voting Members must be given an opportunity to vote including by email, fax or other method approved by the Board of Directors.
Section 4 - Term of Office.
The Founding Directors shall be in three classes. One shall serve for six years. The second shall serve for eight years. The third shall serve for ten years. The Board will decide on which Director’s term expires at the end of 2010, 2012, and 2014.
Thereafter the term of each Director shall be six years.
Hence the term of the first Director shall expire on December 31, 2010. Therefore an election for a Director will be held in the fourth quarter of 2010 for a term beginning on Janurary 1, 2011 and ending on December 31, 2016.
Section 5 - Resignations.
A. Any Director of the Corporation may resign at any time by giving written notice to the President or Secretary of the Corporation.
B. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein shall become effective upon delivery.
C. The acceptance of such resignation shall not be necessary to make it effective unless so specified in the notice of resignation.
Section 6 - Vacancies.
Vacancies in the Board of Directors may be temporarily filled until an election to fill such vacancy is held, by a majority vote of the remaining Directors even though they may be less than a quorum of the entire number of Directors constituting a full Board.
Section 7 - Bylaws.
A. The Board of Directors may adopt a set of Bylaws to govern the transaction of its business, the manner of calling, and the places and manner of holding its meeting, set fees/dues/etc., and any other matters which in its discretion should be included therein.
B. The Directors may by Bylaws establish the requirements, methods, format, costs, and other criteria for the registration of Murray Grey cattle.
C. No provision may be included in the Bylaws which is in conflict with the Ohio law or this Code of Regulations.
Section 8 - Quorum and Manner of Acting.
A. Except as otherwise provided in Section 6 of this Article III, a quorum at all meetings of directors shall consist of a majority of the Directors.
B. Except as otherwise provided in Section 6 of this Article III, the act of the majority of the Directors present at any meeting of the Directors at which a quorum is present shall be the act of the Board of Directors.
C. In the absence of a quorum at any meeting of Directors, a majority of those present may adjourn the meeting from time to time until a quorum shall be present and notice of any adjourned meeting need not be given.
D. The Directors shall act only as a Board and the individual Director shall have no power as such.
Section 9 - Executive and Other Committees.
A. The Board of Directors may create an executive committee and any other committee of Directors consisting of not less than three directors, and may delegate to each such committee any of the authority of the Directors permitted by an in accordance with Ohio law. The executive committee shall have all the powers of the full Board of Directors, and shall report their actions to the full Board at the next annual or special meeting.
B. Any power of authority herein or by law conferred upon the Board of Directors may, in the interval between meetings of the Board of Directors, be exercised by each such committee to whom the Board of Directors may delegate the same.
C. Each such committee shall serve at the pleasure of the Board of Directors, shall act only in the intervals between meetings of the Directors, and shall be subject to the control and direction of the Board of Directors.
Section 10 - Removal of Directors.
Any Director may be removed, either with or without cause, at any time, by the affirmative vote of three quarters of the Voting Members who vote at an annual or special meeting of the members called for that purpose. All Voting Members must be offered the right to vote, including via email or other method. The resulting vacancy on the Board of Directors caused by any such removal may be filled by a special vote of the Voting Members.
Section 11 - Meetings of Directors.
A. Meetings of the Directors may be called by the President, Vice-President, Secretary, or any two Directors.
B. Meetings of the Directors may be held at any place within or without the state and, unless the Articles or the Regulations prohibit participation by Directors at a meeting by means of communications equipment, meetings of the Directors may be held through any communications equipment if all persons participating can hear each other or be in touch by e-mail and participate in a meeting pursuant to this division shall constitute presence at such meeting.
C. Written notice of the time and place of each meeting of the directors shall be given to each director either by personal delivery or by mail, fax, telegram, email or cablegram at least two days before the meeting, which notice need not specify the purposes of the meeting.
D. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.
E. The Board of Directors may consider their meeting to be continuing or of indeterminate length, including via electronic communication and email.
Section 1 - Number.
The Officers of the corporation shall be a President, a Vice-President, a Secretary, a Treasurer, and such other Officers and Assistant Officers as the Board of Directors may deem necessary and may appoint. More than one Office may be held by the same person. All Officers must be selected from members of the Board of Directors.
Section 2 - Term and General Authorities and Duties.
A. Each Officer and Assistant Officer shall hold office for such period of time, shall have such authorities and shall perform such duties as may be provided in this Code of Regulations, or as may be determined from time to time by the Board of Directors.
B. In the absence of any officer of assistant officer, or for any other reason which the Board of Directors may deem sufficient, the Board of Directors may delegate the authorities and duties of any officer or any assistant officer to any other officer, assistant officer or to any director.
Section 3 - Removals and Resignations
A. Any officer or assistant officer may be removed, either with or without cause, at any time by a vote of three quarters of the Board of Directors.
B. Any officer or assistant officer may resign at any time by giving written notice to the Board of Directors, or to the President or to the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make the resignation effective.
Section 4 - Vacancies.
Vacancies in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors in the manner prescribed in this Code of Regulations for regular appointments to such office.
Section 5 - The President.
A. The President, who shall be the chief executive officer, shall manage and have general supervision over the business of the Corporation and over the officers and assistant officers, subject, however, to the control of the Board of Directors.
B. The President shall preside at all meetings of members and at all meetings of the Board of Directors.
C. The President shall see that all orders and resolutions of the Board of Directors are carried into effect and shall from time to time report to the Board of Directors of matters within his knowledge which the interests of the corporation may be required to be brought to the notice of the Board of Directors.
D. The President may sign, with the Secretary, the Treasurer, or any other proper officer of the Corporation authorized by the Board of Directors, separate certificates for Voting and Non-Voting Members.
E. The President may sign, execute and deliver in the name of the Corporation all deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors except in cases where the signing and execution thereof shall be delegated expressly by this Code of Regulations to some other officer, assistant officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed by some other officer, assistant officer or agent.
F. In addition to the foregoing, but not in limitation thereof, the President shall perform all duties incidental to the office of the President and such other duties as from time to time may be assigned to him by the Board of Directors.
Section 6 - The Vice-President.
A. At the request of the President, or if for any reason the President shall be unable to attend to any of his duties, the Vice-President may perform all the duties of the President, and while so acting shall have all the powers and authority of, and shall be subject to all the restrictions upon, the President.
B. In addition to the foregoing, but not in limitation thereof, the Vice-President shall perform such other duties as form time to time may be assigned to him by the Board of Directors or by the President.
Section 7 - The Treasurer.
A. If required by the Board of Directors, the Treasurer shall give bond for the faithful discharge of his duties in such sum and with such sureties as the Board of Directors shall determine.
B. The Treasurer shall have charge and custody of and shall be responsible for all funds, securities, notes, contracts, deeds, documents and all other indicia of title in the Corporation and all other valuable effects of the Corporation.
C. The Treasurer shall receive and give receipts for monies due and payable to the Corporation from any source whatsoever.
D. The Treasurer shall deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories of the Corporation, signed as the Board of Directors may require.
E. The Treasurer shall be responsible for the accuracy of the accounts of and shall cause to be preserved proper vouchers for all monies to be disbursed by the Corporation.
F. The Treasurer shall have the right to require from time to time the officers, assistant officers or agents of the Corporation reports of statements setting forth such information as he may desire with respect to any and all financial transactions of the Corporation.
G. The Treasurer shall keep or cause to be kept in the principal office or such other office or offices of the Corporation as the Board of Directors shall from time to time correct records of the business and transactions of the Corporation, and shall exhibit such records to any of the Directors of the Corporation upon application at such office.
H. The Treasurer shall render to the President or to the Board of Directors, whenever they shall require him to do so, an account of the financial condition of the Corporation and of all his transactions as Treasurer. As soon as may be convenient after the close of each fiscal year, the Treasurer shall make and submit to the Board of Directors a financial report for such fiscal year.
I. In addition to the foregoing, but not in limitation thereof, the Treasurer shall perform such other duties as from time to time may be assigned to him by the Board of Directors or by the President.
Section 8 - The Secretary.
A. The Secretary shall keep the minutes of all meetings of the members and all meetings of the Board of Directors.
B. The Secretary shall see that all notices are duly given in accordance with the provisions of this Code of Regulations and as required by Ohio law.
C. The Secretary shall issue appropriate certificates of membership for Voting Members and Non-Voting Members.
D. The Secretary shall exhibit at all reasonable time to any Director upon application, the aforesaid records of the issue, transfer and registration of such certificates for Voting and Non-Voting Members.
E. The Secretary shall sign or see that the Treasurer or other proper officer of the corporation authorized by the Board of Directors shall sign, with the President or Vice-President, the certificates of membership in the Corporation.
F. The Secretary shall be the custodian of the corporation records and shall see that the books, records, statements, certificates and all other documents and records required by law are properly kept and filed.
G. In addition to the foregoing, but not in limitation thereof, the Secretary shall perform all duties incidental to the office of Secretary and shall perform such duties as from time to time may be assigned by him by the President or the Board of Directors.
Indemnification and Reimbursement
Section 1 - Indemnification of Directors, Officers and Employees.
A. The Corporation may indemnify or agree to indemnify any Director or Officer or any former Director or Officer or any former Director or Officer of the Corporation or any person who is serving or has served at the request of the Corporation as a Director or Officer of another corporation (and their heirs, executors and administrators), against expenses, judgments, decrees, fines, penalties or amounts paid in settlement by him in connection with the defense of any pending or threatened action, suit, or proceeding, criminal or civil, to which he is or may be made a party by reason of being or having been such Director or Officer, provided it is determined in the manner hereinafter set forth (a) that such Director or Officer was not, and has not been adjudicated to have been, negligent or guilty of misconduct in the performance of his duty to the Corporation of which he is or was a Director or Officer, (b) that he acted in good faith in what he reasonably believed to be the best interest of such Corporation, (c) that, in any matter the subject of criminal action, suit or proceeding, he had not reasonable cause to believe that his conduct was unlawful, and (d) in case of settlement, that the amounts paid or to be paid in the settlement was or is reasonable. Such determination shall be made either (i) by the Directors of the Corporation acting at a meeting at which a quorum consisting of Directors who are not parties to or threatened with any such action, suit or proceeding is present, or (ii) by the holders of a majority of the members present, at a special meeting called for such purpose, or (iii) in a written opinion by any one or more disinterested persons (who may be the regular legal counsel of the Corporation) selected by those Directors of the Corporation who are not parties to or threatened with any such action, suit or proceeding, or if all Directors are so threatened, then by the highest ranking Officer of the Corporation who is not a party to or threatened with such action, suit or proceeding.
B. Expenses with respect to any pending or threatened action, suit or proceeding may be advanced by the Corporation prior to the final disposition thereof, upon receipt of an undertaking by or on behalf of the recipient to repay such amount unless it shall ultimately be determined that he is entitled to indemnification hereunder.
C. The indemnity provided for in this Article and any action taken under this Article shall not be deemed to be exclusive of any other rights to which any person may be entitled under the Articles, the Regulations, any agreement, any insurance purchased by the Corporation, vote of shareholders, or otherwise. The Corporation, in its absolute discretion may indemnify any person who is or was an employee of the Corporation or of another corporation which he is serving or has served at the request of the Corporation, to the same extent and in the same situations and subject to the same determinations as are herein above set forth with respect to a Director or Officer. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, or employee, or any person who is or was serving at the request of the Corporation as a Director, Officer, or employee of another corporation against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article. For purposes of this Article and in the absence of clear proof to the contrary, it shall be presumed that any Director or Officer or former Director or Officer of a subsidiary corporation is serving or has served at the request of the Corporation.
Section 1 - No Seal
A. The Corporation shall have no seal, unless the Directors provide for a seal.
Amendment of Regulations
Section 1 - Annual or Special Meeting of Voting Members.
A. This Code of Regulations may be changed, added to, or repealed at any annual meeting of the members or at any special meeting of the members called for that purpose, provided that at any special meeting the intention to consider such amendments must be stated in the notices or waivers of notice for said special meeting and the conditions of VII.1.B (below) are met.
B. An affirmative vote of three quarters of all votes cast by the Voting Members of the Corporation shall be required to amend this Code of Regulations at an annual meeting of Voting Members or at a special meeting (including email/internet or similar meetings) called for that purpose. All Voting Members (physically present or not) must be afforded an opportunity to vote by any method (paper ballot, email, etc.) as is determined to be acceptable by the Board of Directors. The Board of Directors must allow sufficient time (30 days minimum) for the members to discuss an amendment prior to issuance of the ballot.
Section 2 - Amendment Without Meeting.
This Code of regulations may be amended without a meeting of members by the written consent of three quarters of the Voting Members.
Meeting and Voting Basics
Section 1 - Reference
As used herein, any reference to meetings of members, voting by members, any actions concerning the governance and management of the corporation shall mean only the “Voting Members”.
Section 2 – Secrecy
Voting results per Voting Member for Directors and for Amendments shall be released to all Voting Members. That is, voting will not be secret. This will allow Voting Members to vote by various means including email, fax and other methods approved by the Board of Directors. Also Voting Members may check that their vote was properly recorded and that all votes were properly recorded. This will also insure that each Voting Member’s vote is only counted once. This will also insure the honesty of all vote tabulations.
END OF CODE OF REGULATIONS
Approved unanimously by the MGF Membership on May 21, 2004 (JCW)