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April’08 ADCA WorkYoke Summary

Information – Dexter Chat Sites (continued)

Legal opinion is, even with the right of ‘free-speech’, if a post is not anonymous and is libelous, there are grounds for suit.  If there is something just totally and clearly prejudicial to the ADCA, a stand and action needs to be taken at some point against the offender(s) that are set on destroying the registry.

Dexter Bulletin – Summer Issue

• Official Announcement of ’08 Annual General Meeting
• Statement regarding attorney draft of ADCA By-Laws/Rules & Regulations and compliance with DCL of submitted proposals from the membership.
• Request for membership suggestions of topics to include on President’s AGM Agenda
• Nomination form for ’08-’09 President & Vice President, Secretary & Treasurer
• Nomination form for 2008 Regional Directors (9, 10, & 12)

By-Laws, Rules & Regulations

• The consensus of the Board regarding the By-Laws and Rules & Regulations is to proceed with the recommendations of the attorney hired by the ADCA to bring the documents into compliance with Delaware Corporate Law.
• If a vote for changes to the existing document(s) is made under the current format structure that does not comply with DE Corporate Law, those voted changes would be invalid. 
• A clear notice to the membership will be printed in the Summer Bulletin regarding the situation and the need to proceed with the recommendations of the attorney.
• As the ADCA operates today, it would be much better served to be "for example" a Limited Liability Corporation, there is much more flexibility for all, members and officers.  However, the transition would be extremely difficult, for this long-term alternative.

Web Publication of the Current By-Laws, Rules & Regulations

• Although the By-Laws, Rules & Regulations have been printed and available for those attending the Annual General Membership Meeting each year, these documents have not been sent out to the entire membership since Dexter Bulletins:

     - Fall ’03:  pp 9-11/ By-Laws

           - Winter’03:  pp 9-16 / Rules & Regulations 

• It was the consensus of the Board to have the By-Laws, Rules & Regulations in their current form (without attorney recommendations) be placed on the web site for the membership.
• It has been suggested that the By-Laws, Rules & Regulations be published every year as a standard part of the Membership Directory

 Information AGM Agenda

Director suggestions for items to include on the agenda:

• (Seydel) The fee for the registering of cattle on line – should the $1.00 fee be charged per animal or per transaction? 
• (Adams) New member packet contents and to make sure they are mailed out to all new members.
• (Adams)  Discuss placing an article on the website about Chondrodysplasia to make sure that our new members or even people that are not members but are out buying their first Dexters are at least aware of the issue.
• (Adams) Explore the possibility of having our AGM on either audio or video conference call for members that cannot attend.
• (Seydel) Attorney opinions from the past year containing: recommendation on Carol Davidson's added amendment....that was declared  by the attorney to be ‘null and void’ and why,
• (Seydel) Legality of WorkYoke.
• (Seydel) By-Laws- update. What the ADCA has received for its $10,000.00 expenditure for an attorney versed in DE Corporate Law.
• (Malciut)  Regional realignment.
• (Malcuit) DNA testing
• (Thomas) Rules & Regulations review
• (Seddon) Placement of check-off box on forms to allow use of data for scientific research DNA testing.
• (Seydel) Standardization of cattle show classes for future AGM's.

Information:  Excessive White/Odd Markings

There is no reason for the Genetics/Pedigree Committee's involvement if the animal has registered parents and that's all that’s required to register offspring.

If this position is wrong, it needs to be in writing....the attorney needs to be consulted to determine if registration can be denied under current published guidelines.

Information:

        ’08 AGM Membership Voting Eligibility /ADCA By-Laws, Rules & Regulations

• Members shall be entitled to any of the rights and privileges of the ADCA during the year the annual fee has been paid. 
• Dues Cards are issued to each paid member – a master membership list will be used for establishing voting privileges at the AGM.

• Members will be given written notice of the AGM meeting at least 45 days in advance by publication in The Dexter Bulletin.

• Membership fees are considered in arrears at the time of the official notice (The Dexter Bulletin) was given calling the AGM meeting.