Article I: Name and Purpose

Section 1.01 Name

This organization shall be Bird Breeders of Idaho, Inc. (the "Club").

Section 1.02 Purpose

The purpose of this association shall be to promote interests in the preservation and multiplication of poultry, domestic waterfowl, pheasants, game birds, exotic waterfowl, and related species of birds by:

Promoting interests in the propagation of these birds.
Hosting public events such as poultry shows, auctions, meetups, and other poultry-based social events.
Providing education through meetings, social media, and other forms of community outreach.
Promoting activities that will encourage the bird hobby.
Working closely with families to encourage children to raise birds.
Having fun and enjoying the hobby of caring for birds.

Article II: Membership

Section 2.01 Eligibility

Membership is open to all individuals and families interested in poultry breeding and care, provided they adhere to these Bylaws and any specific rules or regulations adopted by the Board of Directors. Adherence ensures a consistent standard of conduct and a respectful, productive environment for all members.

Section 2.02 Membership Types

The Club offers two distinct membership types:

Individual Membership: Designed for one person, providing full access to all Club activities, educational resources, and complete voting privileges.
Family Membership: Tailored for two or more individuals residing in the same household, offering shared access to Club benefits while maintaining a single, unified vote on all Club business.

Section 2.03 Voting Rights

Each Individual Membership shall be entitled to one (1) vote on all Club business presented at official general meetings or during any special voting sessions. Similarly, each Family Membership shall also be entitled to precisely one (1) vote on all Club business, irrespective of how many family members are covered under that single family membership. This ensures equitable representation and a balanced decision-making process for all recognized member units.

Section 2.04 Dues

Annual membership dues, determined and set by the Board of Directors, are crucial for sustaining Club operations and initiatives. These dues are payable annually on a specific date determined by the Board, typically coinciding with the start of the Club's fiscal year. Prompt payment of dues is essential for maintaining the Club's financial health, funding its various activities, and enabling the provision of valuable member benefits.

Dues of this association shall be set by the Board of Directors and authorized by two thirds affirmative vote of members present at any general meeting following adequate notice of such action in official communications (via email or mail).

Annual membership dues will be for fiscal year, November 1 through October 31, and will be payable on or before November 1, of each year.
Dues not made by the general membership meeting in January will be in arrears and membership will be automatically cancelled.
Dues will not be prorated. Membership can be reinstated at anytime.

No refunds of dues or assessments shall be made, even in cases of withdrawal or expulsion of membership.

Section 2.05 Office Eligibility

Only members in good standing shall be eligible to serve as association officers or board of directors of this association. No more than one association office, exclusive of the director position and committee assignments, may be held by one member or spouse. Association Officers being defined as President, Vice-President, Secretary, and Treasurer.

Section 2.06 Expulsion

Members, officers or directors may be expelled from the association for failure to comply with terms and conditions set forth by these Bylaws or any agreement, rule or policy adopted by the association, or conduct prejudicial to the interests of the association. In the case of a member of the Board of Directors being expelled, the vote then must be unanimous of the remaining members of the Board.

Section 2.07 Membership Starts and Renewals

Membership applications, preferably submitted online, may be received by any Club officer but must be officially documented by the Treasurer.
All new memberships shall be acknowledged by email when possible, and an Association membership card shall be issued upon request.
All memberships are valid until December 31st of the calendar year.
A grace period for renewal is permitted until February 1st of the following year.
The Treasurer will issue a reminder if annual membership payment is not received by January 10th.
First-time members joining within three months prior to December 31st will have their membership extended through December 31st of the subsequent calendar year without needing immediate renewal.

Article III: Board of Directors

Section 3.01 Powers and Duties

The Board of Directors (the "Board") serves as the primary governing body of the Club, bearing ultimate responsibility for its strategic direction, operational integrity, and financial stewardship. The Board holds general supervision, control, and direction over all Club affairs, determines its overarching policies, and actively works to achieve its stated objectives. Key duties of the Board include:

Approving all Club expenses exceeding $100.00: This critical financial oversight measure ensures strict fiscal responsibility. It prevents unauthorized expenditures, guarantees that all significant spending aligns with the Club's approved budget, and directly supports the Club's mission. Any expenditure above this designated threshold must be formally presented to and approved by a minimum of two (2) Board members.
Ensuring regulatory compliance: The Board is legally obligated to ensure the Club operates in strict adherence to all applicable federal, state, and local government regulations, as well as specific non-profit requirements. This encompasses, but is not limited to, timely filing of necessary reports with the Internal Revenue Service (IRS) to maintain the Club's 501(c)(3) non-profit status, complying with all relevant state non-profit corporation laws in Idaho, and observing any health, safety, or animal welfare regulations directly pertinent to poultry.
Establishing and overseeing Club policies and procedures: This involves proactively developing comprehensive guidelines for various Club functions, such as membership application and renewal processes, detailed event planning protocols, clear ethical breeding standards, and robust operational procedures. This ensures consistency, fairness, and efficient management across all Club activities.
Reviewing and approving the annual budget: The Board thoroughly scrutinizes the proposed annual budget, making necessary adjustments to effectively allocate financial resources towards vital Club programs, educational initiatives, administrative needs, and any reserve funds. This process ensures the prudent use of member dues and donations.
Providing strategic direction: This involves setting clear, long-term goals for the Club's growth and impact, identifying new opportunities for expanding community engagement, and making informed decisions that directly secure the Club's future sustainability and enhance its overall influence within the avian community.

Section 3.02 Composition

The Board of Directors shall consist of an odd number of elected members, with no fewer than three (3) and no more than seven (7) members, as determined by the Board based on the organization's evolving needs and workload. This ensures that a tie vote is prevented. These Board members shall be formally elected by the general membership at the annual meeting, ensuring democratic representation and direct accountability to the Club's members.

Section 3.03 Terms of Office

Board members shall serve for a term of two (2) years, or until their successors are duly elected and officially qualified to assume their roles. To ensure vital continuity of leadership, preserve institutional knowledge, and avoid a complete turnover of the Board at any single election cycle, terms shall be deliberately staggered.

Section 3.04 Meetings

The Board shall hold regular meetings at least quarterly, or more frequently as deemed necessary to efficiently conduct the business of the Club. Special meetings of the Board may be called by the President or by a majority of the existing Board members, provided appropriate notice is given to all Board members. A majority of the current Board members shall constitute a quorum for the transaction of business, meaning that no official decisions can be made without the physical or virtual presence of at least fifty percent plus one of the Board.

Section 3.05 Replacement of Board Members

Resignation: Any Board member wishing to resign from their position may do so by providing clear, formal written notice to either the President or the Secretary of the Club. The resignation shall become effective immediately upon receipt of such notice or on a specified later date as indicated in the notice.
Removal: A Board member may be removed from their position for cause by a two-thirds (2/3) vote of the remaining Board members. "Cause" for removal is broadly defined to include, but is not limited to, gross negligence in fulfilling their assigned duties, significant misconduct detrimental to the Club's reputation or operations, persistent failure to attend scheduled meetings without valid reason, or actions demonstrably inconsistent with the Club's mission and ethical standards. Prior to any formal vote for removal, the member in question shall be given reasonable written notice outlining the specific allegations and an adequate opportunity to present their defense or explanation to the Board.
Vacancy: In the unforeseen event of a vacancy on the Board due to resignation, removal, death, or any other reason, the remaining Board members shall possess the authority to appoint an interim Board member. This appointed individual shall serve in the vacant position until the next annual meeting of the general membership. At that subsequent annual meeting, a new Board member shall be formally elected by the members to specifically fill the unexpired portion of the term, thereby ensuring the Board remains fully constituted and functional.

Article IV: Officers

Section 4.01 Officers of the Club

The operating body of the Club, responsible for day-to-day management and the successful execution of programs and initiatives, shall consist of the following elected officers: President, Vice-President, Secretary, Treasurer, and Director. These critical officers shall be elected by the general membership at the annual meeting. While officers may concurrently serve on the Board of Directors, their distinct roles as officers primarily focus on their designated operational responsibilities as determined and overseen by the Board.

Section 4.02 Terms of Office

The terms of officers shall be as follows (where re-election occurs in December of each calendar year at the Annual Meeting, and newly elected officers begin their term in January of the next calendar year):

The President shall serve for two years and be re-elected every even numbered year.
The Vice-President shall serve for two years and be re-elected every odd numbered year.
The Secretary shall serve for two years and be re-elected every even numbered year.
The Treasurer shall serve for two years and be re-elected every odd numbered year.
The Director shall serve for two years and be re-elected every even numbered year.
All officers shall serve terms as indicated or until replaced under the terms of these Bylaws.
Any vacancy occurring in elected officers shall temporarily be filled by majority vote of the Board of Directors. Such an officer shall fill out the unexpired term of the elected office.

Officers shall serve for their appointed term length or until their successors are duly elected and qualified. Officers are eligible for re-election for consecutive terms, providing an opportunity for sustained leadership and expertise. If the officer has already served for three consecutive terms, they must receive three-fourths (3/4) vote of the membership by a regular annual election to serve any additional terms.

Section 4.03 Duties of Officers

President: Shall meticulously preside over all meetings of the Club and the Board of Directors, ensuring orderly conduct and strict adherence to parliamentary procedure. The President serves as the chief executive officer, providing overarching leadership, strategic vision, and generally supervising and controlling all business and affairs of the Club, acting as its primary public representative and spokesperson.
Vice-President: Shall dutifully perform all duties and responsibilities of the President in the absence or disability of the President, ensuring seamless continuity of leadership. The Vice-President also provides essential support to the President and undertakes other specific tasks or projects as may be assigned by the President or the Board.
Secretary: Shall be responsible for meticulously keeping the official minutes of all meetings of both the Club and the Board of Directors, accurately recording all discussions, motions, and decisions. The Secretary shall maintain the official membership list and all other official records, documents, and historical archives of the Club, issue timely notices of meetings to members and the Board, and perform other administrative duties customary to the office, such as managing official correspondence.
Treasurer: Shall be responsible for all funds and comprehensive financial records of the Club, maintaining a detailed and accurate account of all income, expenditures, and financial transactions. This includes collecting annual membership dues, managing bank accounts, making authorized disbursements in a timely manner, and preparing detailed financial reports for regular review by the Board and formal presentation to the general membership at meetings. A crucial aspect of the Treasurer's role is establishing and ensuring proper tracking of all Club assets, including a detailed inventory of equipment, supplies, and other valuable belongings, to ensure responsible management, prevent loss, and maintain accountability. The Treasurer shall also be solely responsible for collecting complete contact information for all donors at the time of donation and issuing appropriate official donation receipts for tax purposes in a timely manner.
Director: Shall be directly responsible for the oversight, coordination, and strategic guidance of Club events, comprehensive educational programs, and other activities that directly align with the Club's stated purpose. This involves ensuring meticulous planning, resource allocation, and successful execution of activities such as workshops, poultry shows, and community outreach initiatives. The Director shall also serve as the primary liaison and main contact point between the Board of Directors and the Special Committees (as outlined in Article IX), facilitating communication, tracking progress, and ensuring committee activities align with the Club's strategic goals. The Director performs such other duties as may be assigned by the President or the Board, often acting as a vital liaison between the operational needs and the strategic goals of the Club.

Section 4.04 Replacement of Officers

Resignation: Any officer may resign from their position by providing formal written notice to either the President or the Secretary. The resignation will become effective upon the Club's receipt of such notice or on a specified later date.
Inability to Perform Duties/Removal: If an officer becomes unable to effectively perform their duties due to incapacity, a prolonged and unapproved absence (e.g., exceeding three consecutive months), or other reasons deemed significantly detrimental to the Club's operations, or if an officer is removed for cause, the following rigorous procedure shall apply:

The Board of Directors shall thoroughly review the situation, carefully assessing the impact on the Club's functioning and the officer's capacity to fulfill their responsibilities.
If, after comprehensive review, it is deemed necessary by a majority vote of the Board, the Board may officially declare the office vacant, thereby signaling the immediate need for a replacement.
Upon the formal declaration of a vacancy, the Board shall then have the immediate authority to appoint an interim officer to serve until the next annual meeting of the general membership. At that subsequent annual meeting, a new officer shall be formally elected by the members to specifically fill the unexpired term, if any, ensuring the timely and proper functioning of the Club's operational roles.
"Cause" for removal of an officer is defined to include, but is not limited to, gross negligence in performing their duties, instances of financial mismanagement, misconduct that demonstrably harms the Club's reputation or operations, or consistent failure to adhere to the Club's established policies. Crucially, the officer shall be given reasonable written notice outlining the specific grounds for potential removal and a fair and ample opportunity to present their defense or explanation to the Board before any vote on their removal is taken, thereby upholding due process.

Article VIII: Meetings of the General Membership

Section 8.01 Regular Meetings

The Club shall hold general membership meetings at least once per quarter (four times per year). These regular meetings are designed to provide a vital forum for members to discuss important Club business, receive essential updates from officers and the Board, participate in enriching educational presentations or demonstrations, and engage actively with fellow members, fostering community and knowledge exchange. The specific date, exact time, and designated location of these meetings shall be communicated to all members with adequate and timely notice. One of these quarterly meetings, specifically the Annual Meeting, shall be held in December each year.

Section 8.02 Rules of Order

All general membership meetings of the Club shall be conducted in accordance with Robert's Rules of Order Newly Revised, the most current edition, where not inconsistent with these Bylaws or any special rules of order the Club may adopt. This standard of parliamentary procedure ensures fairness, efficiency, and clarity in conducting Club business.

Process of Robert's Rules of Order:

Motions: Business is introduced by a motion, which is a formal proposal for action. A motion generally requires a second from another member to indicate that another person supports discussing the proposal.
Discussion: Once a motion is seconded, it is open for discussion among members. Members speak in turn, addressing the chair (the presiding officer), and limit their remarks to the topic of the motion.
Amendments: Motions can be amended to refine or modify the original proposal. Amendments also require a second and are debated and voted on before the main motion to ensure the final proposal is clear.
Voting: After discussion concludes, the motion (and any adopted amendments) is put to a vote. Common voting methods include a voice vote (saying "aye" or "no"), a show of hands, or standing. The presiding officer announces the outcome.
Quorum: For any vote to be valid and for official business to be transacted, a quorum (a minimum number of members present) must be established as defined elsewhere in these Bylaws. Without a quorum, most business cannot proceed.
Presiding Officer's Role: The President, or other designated presiding officer, ensures that these rules are followed impartially. They recognize speakers, clearly state motions, oversee debates, and accurately announce the results of all votes. The presiding officer typically does not vote unless it's to break a tie or is explicitly required for the vote to be valid (e.g., if their vote would change the outcome of a simple majority).

Section 8.03 Annual Meeting

The Annual Meeting holds significant importance and shall include, but not be limited to, the formal election of Board members and officers for the upcoming term, a thorough review of the annual financial reports presented by the Treasurer, and a robust discussion of major Club initiatives, goals, and strategic plans for the upcoming year.

Section 8.04 Special Meetings

Special meetings of the general membership may be called as needed by the President, a majority of the Board of Directors, or upon a valid written request submitted by [e.g., 10%] of the general voting membership. The notice for any special meeting shall explicitly state the precise purpose(s) of the meeting, and no other business shall be transacted or voted upon at such meetings beyond what is outlined in the notice.

Section 8.05 Quorum

A quorum for the transaction of official business at any general membership meeting shall consist of 10% of the total voting membership or 15 members, whichever is less. This ensures that decisions made at general meetings represent a significant portion of the membership's collective will.

Article IX: Committees

Section 9.01 Appointment of Special Committees

The Board of Directors may, from time to time, establish and appoint special committees to carry out specific tasks, projects, or functions necessary for the efficient operation and advancement of the Club's purposes. Such committees shall serve at the pleasure of the Board and shall have a clearly defined scope of work and, if applicable, a specified duration. The Board shall appoint a chairperson for each special committee, and the chairperson, with the Board's approval, may recruit additional committee members from the general membership.

Examples of Special Committees may include, but are not limited to:

Election & Nomination: Responsible for preparing a list of candidates for each office to be filled and presenting those names in nomination at the general meeting in November. Each such member nominated, must have acknowledged willingness to serve in prescribed manner and for duration, if elected. Further nominations may be received by the committee from members in writing prior to, or from the floor at the November general meeting. The committee shall validate and qualify all nominees and submit for distribution a brief resume of each nominee before election date in December.
Show Committee: Responsible for planning, organizing, and executing poultry shows and exhibitions.
Education Committee: Tasked with developing and delivering educational programs, workshops, and materials for members and the public.
Membership Committee: Focuses on membership recruitment, retention, and member engagement initiatives.
Auction Committee: Organizes and manages bird auctions or other fundraising events.
Publicity Committee: Responsible for promoting Club events, activities, and the overall hobby through various media channels.
Welfare Committee: Addresses concerns related to the health, safety, and ethical treatment of poultry within the Club's sphere of influence.

Section 9.02 Reporting

All special committees shall report regularly to the Board of Directors on their activities, progress, and recommendations. The Board retains ultimate authority and oversight over all committee operations and decisions.

Article X: Balloting

Section 10.01 General Balloting

Unless otherwise specified by these Bylaws, balloting of this association shall be by voice vote or hand vote of members in good standing with a simple majority of votes cast. Ordering passage or rejection. If results of voice or hand vote are not sufficiently in evidence, the President or any member may call for an immediately conducted paper ballot.

Section 10.02 Secret Balloting

Shall be conducted by the Election and Nomination Committee. The matter being voted on shall appear at least once on the official communication channels (such as Facebook, email, or the club website) and be subject to a hearing in at least one general membership meeting. Ballots describing clearly, the subject being voted on, shall be created on the official club website and the link sent to all club members in good standing. The club members shall have a minimum of 48 hours to respond to the secret balloting in order to ensure the timely processing of results. Balloting may remain open for longer at the discretion of the Election and Nomination Committee but should not exceed one month.

Secret mail ballot to be used to:

Amend constitution and by-laws.
Elect full term officers and directors. (Unexpired terms may be filled by Board the of Directors)
Termination of association
Such other matters as Board of Directors may wish to refer to the entire membership

Ballot responses should be sent to the Board of Directors for counting. All Ballots should remain undisclosed until the Board of Directors meeting at such time the Ballots will be opened and read allowed by the Board president.

Article XI: Financial Management

Section 10.01 Asset Tracking

The Treasurer shall be solely responsible for establishing, maintaining, and regularly updating a detailed and accurate inventory and comprehensive tracking system for all Club assets. This system will encompass all physical assets, including, but not limited to, specialized breeding equipment, exhibition cages, educational materials, audio-visual systems, and office supplies, along with any other valuable belongings owned by the Club. The overarching purpose of this comprehensive tracking is to ensure responsible stewardship, facilitate potential insurance claims, actively prevent loss or misuse, and provide a transparent, clear record of the Club's tangible property for precise financial reporting and accountability to the Board and members. Regular, at least annual, audits of these assets shall be diligently conducted.

Section 10.02 Donations

All donations received by the Club, whether in monetary form or as in-kind contributions (e.g., equipment, supplies), shall be meticulously recorded and acknowledged. It is absolutely imperative that complete and accurate contact information for all donors is collected at the precise time of donation. This comprehensive information, including donor name, full address, and email (if available), will enable the Treasurer to promptly and efficiently issue appropriate official donation receipts. These receipts are not only vital for donors for their personal tax purposes but also crucial for the Club to maintain transparent financial records and comply with all relevant non-profit regulations concerning charitable contributions.

Section 10.03 Place of Business

The official place of business for the Club shall be designated as the address of the current Treasurer. In the event of a change in the individual holding the office of Treasurer, it shall be the responsibility of the newly elected or appointed Treasurer to ensure that the Club's official address is promptly updated with the Internal Revenue Service (IRS) and the appropriate state authorities as required by law.

Section 10.04 Bank Signatories

Upon the election or appointment of new officers, particularly the Treasurer and any other officers designated to handle Club funds, the bank signatories for all Club accounts shall be updated within one (1) month of the date of the annual election or officer change. This swift action ensures proper financial control and accountability.

Article XII: General Provisions

Section 11.01 Digital Records

The Club commits to maintaining digital records wherever possible for all operational, financial, and membership documentation. This practice is vital to ensuring accountability and transparency throughout the life of the Club, facilitating efficient record-keeping, accessibility, and auditing.

Section 11.02 Fiscal Year

The fiscal year of this association shall be from November 1 to October 31.

Article XIII: Amendments

These Bylaws may be formally amended by a two-thirds (2/3) vote of the members present and actively voting at any regular or special meeting of the Club. A fundamental prerequisite for any amendment is that clear, written notice of the proposed amendment(s) must be comprehensively communicated to all members at least thirty (30) days prior to the specific meeting where the vote will be conducted. This ample advance notice is designed to ensure that all members have sufficient time to thoroughly review, understand, and thoughtfully consider the proposed changes before they cast their vote, promoting informed decision-making.

Article XIV: Dissolution

In the unfortunate event of the dissolution of the Club, after all outstanding debts, liabilities, and obligations have been fully satisfied and paid, any remaining assets shall be distributed exclusively to one or more organizations that are organized and operated exclusively for charitable, educational, religious, or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. This provision ensures that the Club's assets continue to support non-profit endeavors in accordance with its tax-exempt status, preventing any private inurement.

Adoption

These Bylaws were adopted on December 9, 2025.

Updates

These Bylaws were last updated on December 10, 2025.

View details on updates applied to these bylaws since their adoption:

Update to Bylaws - December 2025

Bylaws of Bird Breeders of Idaho, Inc.