Printable Link: MSRBA Constitution and By Laws – May 3 2016
Constitution and By-Laws
The Minnesota State Rabbit Breeders Association, Inc.
September 18, 1985
September 27, 1986
January 16, 1988
March 17, 1990
January 17, 1993
September 25, 1995
September 28, 1996
March 25, 1999
September 28, 2002
August 10, 2004
August 6, 2005
March 4, 2006
July 15, 2007
September 27, 2008
September 26, 2009
January 20, 2013
March 10, 2013
September 28, 2013
September 27, 2014
May 3, 2016
ARTICLE I – Name
This association shall be known as the Minnesota State Rabbit Breeders Association Inc. (M.S.R.B.A.)
ARTICLE II – OBJECTIVES
The objectives of this association shall be to promote all aspects of the Rabbit Industry, to advance and protect the interest of the public, and to coordinate rabbit activities. The functions of this organization are to include, but not limited to, the following:
Section 1. Operate as a non-profit organization.
Section 2. Provide a timely publication designed to keep the membership and the public informed as to the activities of the
association and the rabbit industry; to provide a medium for state advertising.
Section 3. Develop an educational program in Minnesota cooperating with the University of Minnesota and the State
Department of Agriculture wherever possible.
Section 4. Establish rabbit youth organizations and cooperate with other youth organizations in Minnesota in connection
with rabbit projects.
Section 5. Promote and develop at least one State Rabbit Show each year sponsored by this association, sanctioned by the
American Rabbit Breeders Association (ARBA); with the judging to be of the highest obtainable quality.
Section 6. Aid local clubs, fairs and other organizations that promote rabbit shows in the development of a show circuit,
providing management and avoiding duplication.
Section 7. Aid local clubs in the development of cooperative purchasing and marketing associations and other cooperative
Section 8. Cooperate with local clubs in keeping the industry free from corrupt practices.
Section 9. Cooperate with the ARBA in all matters of national policy.
ARTICLE III – MEMBERSHIP
Section 1. Any local club in Minnesota may become affiliated with the MSRBA, upon payment of the required affiliation fee. Each local club affiliated with the MSRBA shall elect from its membership one (1) member and one (1) alternate to represent such local clubs, on the Board of Directors of the MSRBA. Only one person residing at the same address within the State of Minnesota, may serve as an officer at the meetings of the MSRBA Board of Directors. The Board shall consist of duly elected Representatives, or duly elected Alternates of all local clubs, within the boundaries of the State of Minnesota. Regional or Specialty clubs chartered in the state of Minnesota or in states that share a border with Minnesota, as well as Local clubs chartered in states that share a border with Minnesota, may affiliate with the MSRBA and hold sanctioned shows, but may not be seated on the MSRBA Board.
Section 2. Any person, residing in the state of Minnesota, may become a member of the MSRBA upon payment of the required annual fee, which shall be determined by the MSRBA Board of Directors. All local club officers, MSRBA Directors and alternates are required to be in good standing of the MSRBA. Each member of the MSRBA who is an adult member in good standing shall be entitled to one (1) vote at any regular or special meeting of the association. A government-issued photo ID shall be used to resolve any questions regarding residency in Minnesota. There shall be no vote by proxy.
Section 3. Any person, not residing in the state of Minnesota, may become a member of the MSRBA upon payment of the required annual fee, which shall be determined by the MSRBA Board of Directors. They shall be entitled to all privileges and rights of other members, including one (1) vote at any regular or special meeting of the association if they are an adult member in good and full standing, in accordance with MSRBA and ARBA rules, which requires out of state members to join a state affiliated local club. The following restrictions will apply: Out of state member(s) may not hold any offices of the MSRBA, including Director or alternate positions.
Section 4. All membership dues and affiliation fees are annual and payable at the time of joining. All memberships and affiliations are immediate upon payment of dues or fees. Any member(s) that fails to renew their annual membership(s) within sixty (60) days from due date will be dropped from the MSRBA membership roll. Club annual affiliation renewal is due December 1st. Any club that fails to renew by January 1st will be terminated.
Section 5. All MSRBA membership dues and affiliation fees are to be paid to the MSRBA.
Section 6. Adult members are those members who are nineteen (19) years old or older.
ARTICLE IV – OFFICERS
Section 1. The officers of this association shall be: President, Vice-President, Secretary/Treasurer, and a Board of Directors. All officers of the MSRBA must be members in good standing of the ARBA.
Section 2. The President and the Vice-President shall be elected by the general membership, and the Secretary/Treasurer shall be appointed by a two thirds (2/3) majority of the Board of Directors.
Section 3. The President and the Vice-President shall be announced at the General Membership Meeting for a two (2) year term, which shall commence at the first MSRBA Board meeting following the election. The means of the election shall be determined by the Board of Directors. The President and the Vice-President shall be elected in odd years, and the Secretary/Treasurer shall be appointed in the even years. The President, Vice-President and Secretary/Treasurer shall act as the Administrative Offices of the MSRBA. The President and Vice-President shall not be members of the same local club.
Section 4. Each affiliated club must annually elect from its membership one (1) member and an alternate to serve on the MSRBA Board of Directors for a term of one (1) year. The Secretary of such affiliated club must immediately following election of such Board member, notify the Secretary/Treasurer of the MSRBA of the results of such election. Board Member and alternate each must be a member in good standing of the MSRBA.
Section 5. The President and Vice President shall be members of the Board of Directors. The President, Vice-President and Board of Directors shall be residents of Minnesota and have a government-issued photo ID to confirm eligibility.
Section 6. The Secretary/Treasurer shall be an ex-officio, non-voting member of the Board of Directors.
Section 7. Candidates for office must notify the Secretary/Treasurer, in writing, of their intentions, at (60) sixty days prior to the election or appointment.
ARTICLE V – DUTIES OF OFFICERS
Section 1. The President shall act as Chairman of the Board of Directors and shall preside at all the Board Meetings, General Meetings and Special Meetings of the MSRBA. He/She shall be responsible for:
(a) Calling and designating the time and place for all meetings.
(b) Appointing auditing committees, election committees and any other committees, with the approval
of the Board.
(c) Performing all duties assigned by the Board of Directors.
(d) Voting at the General Membership Meeting and the Board of Directors only to break a tie.
Section 2. The Vice-President shall perform such duties assigned by the Board of Directors. He/She shall perform the duties of the President in the absence, disability or disqualification of the President. The Vice-President is eligible to vote at all meetings.
Section 3. The Secretary/Treasurer’s office must be responsible for all clerical duties of the MSRBA, collect all monies due the association, pay bills as ordered by the Board of Directors, keep accurate records of all finances, read the minutes and give a financial report to the members present at the General Meeting. If the Board of Directors so require, the Secretary/Treasurer must furnish bond in an amount set by the Board. The Secretary/Treasurer will be reimbursed for his/her expenses as determined by the Board of Directors, upon receipt. The books must be audited annually at the end of the calendar year or a date designated by the Board of Directors, by at least two (2) members appointed to the Audit Committee or an outside auditing source.
Section 4. The Board of Directors must interpret this Constitution and By-Laws for the purpose of furnishing interpretations when requested by an officer or member of the MSRBA.
Section 5. The Board of Directors shall have the power to transact the business of the club, act upon charges brought before them, formulate rules and decide all questions of policy brought before them.
ARTICLE VI – MEETINGS
Section 1. There must be at least one (1) General Meeting of the MSRBA held each year on a date, time, and place set by the Board of Directors with notice of such meetings having first been given by the Secretary/Treasurer’s office to all affiliated clubs at least two (2) weeks in advance of such meeting.
Section 2. There must be a minimum of two (2) meetings of the Board of Directors per year, notice of the date and time of such meeting must be given to all Board Members at least two (2) weeks in advance of such meetings.
Section 3. The President or Vice-President, with the consent of 2/3 of the Members of the Board of Directors, may call a special meeting of the members; stating the date, time and place of such meeting and purpose there of, not less than five (5) days before the date of such meeting. Only such business for which the meeting was called can be transacted.
Section 4. The President or four (4) Board of Director Members has authority to call a Special Meeting of the Board of Directors at such time as the affairs of the association shall warrant. Notice of meeting, stating the date, time, and place of meeting and the purpose thereof, be given not less than five (5) days before the date of meeting. Only such business for which the meeting was called can be transacted.
Section 5. The Secretary/Treasurer has the authority to call an emergency meeting of the Board of Directors in the event the President and Vice-President become disabled, disqualified or resign. The purpose of the meeting shall be to elect a President pro-term from the Board of Directors until such time that a General Election can take place.
Section 6. No meeting of the MSRBA general membership, its Board of directors or show sanctioned by the MSRBA shall be held at a time which will conflict with the ARBA Annual Convention.
Section 7. At any General Meeting, two thirds (2/3) of the voting members present, in good standing, as reflected by the records of the Secretary/Treasurer office, shall carry the vote, unless specifically stated otherwise in the By-Laws,
ARTICLE VII – ORDER OF BUSINESS
Section 1. The order of business at all Annual MSRBA Meetings and MSRBA Board of Directors meetings shall be:
- Call the meeting to order
- Roll call of the officers by the Secretary
- Reading of the minutes of the previous meeting
- Treasurer’s report
- Reading of communications and bills
- Reports of Committees, Officers and Delegates
- Unfinished Business
- New business
- Election of Officers
Section 2. The rules of parliamentary procedure comprised in Roberts Rules of Order shall govern the proceedings of the MSRBA, “unless otherwise specified in the Constitution and/or the By-Laws of the MSRBA.” The Vice-President shall be responsible for maintaining parliamentary order and shall be provided with a copy of Roberts Rules of Order by the club.
ARTICLE VIII – AMENDMENTS
Section 1. Any alterations of, or amendments to, the Constitution must be in the form of a written resolution(s). The resolution(s) may be offered at any Annual or Special Meeting of the Association. The resolution(s) must be signed by a regular member, or submitted on behalf of an affiliated club, by its President or Secretary and sent to the Secretary/Treasurer of the MSRBA not less than sixty (60) days prior to the meeting at which it is to be considered.
Section 2. The MSRBA Secretary must forward the proposed resolution to the Constitution and By-Laws Committee for review of merit or conflicts.
Section 3. The Secretary/Treasurer of the MSRBA must send copies of such resolution(s) to the Secretary of each MSRBA affiliated club, each eligible voting MSRBA member, or publish in newsletter, copies of such resolution(s), at least thirty (30) days prior to the meeting. The Constitution may then be amended by an affirmative two thirds (2/3) vote of the eligible voting MSRBA members, in good standing at the time a vote is taken, according to the records of the MSRBA Secretary/Treasurer Office, casting votes at the meeting. Changes are to be in effect thirty days (30) from the date the vote was taken.
ARTICLE IX – SWEEPSTAKES
Section 1. The MSRBA will conduct a yearly sweepstakes to encourage and promote the exhibition of the Standard Breeds of Rabbits as recognized by the ARBA.
Section 2. Recognition’s awards and requirements governing the Sweepstakes will be determined by the Board of Directors of the MSRBA.
******** MSRBA – BY-LAWS********
ARTICLE I – MEMBERSHIP, DUES, FEES, AND EXPENSES
Section 1. All dues and fees are payable to the MSRBA
Fees: Single $12.00 for one year or $33.00 for three years
Two Party Household $18.00 for one year or $50.00 for three years
Two Party Household plus youth $18.00 for one year plus $2.00 for one year per additional Youth
For three years $50.00 and $5.00 per additional Youth
Affiliated Club Dues $15.00
Open $ 5.00 per show
Youth $ 5.00 per show
Combination Open & Youth $ 8.00 per show
Insurance Fee $35.00 per day even when fairgrounds has own insurance
Section 2. Each membership category shall receive one MSRBA Bulletin.
Section 3. Membership will be annual from July 1st to June 30th and will commence upon payment of full dues which will be payable on expiration date. New memberships started between January 1st and June 30th will be prorated at half of the first year’s membership dues.
Section 4. All bills, including phone bills, must be presented to the Board for their decision on payment within ninety (90)
Section 5. The MSRBA may purchase one complimentary banquet ticket for each judge at the MSRBA Convention.
Section 6. The Sweepstakes counter shall be reimbursed in the amount of $.03 for each Open and Youth entry per Show.
Section 7. The MSRBA will purchase one complimentary banquet ticket for the D-3 Director.
Section 8. The MSRBA Secretary/Treasurer shall be reimbursed $75.00 per month.
ARTICLE II – MEETINGS
Section 1. The Quorum at a Board of Directors Meeting is 1/3 (one third) of the Directors plus Officers in attendance.
ARTICLE III – DISCIPLINE
Section 1. Charges of misconduct may be filed by any member(s) against any other member(s) or any MSRBA affiliated Club(s). The charges must be in writing and filed with the MSRBA Secretary/Treasurer or the President. The charges must include a non-refundable filing fee of $50.00 payable to the MSRBA.
Section 2. Any member(s) or club(s) against whom charges have been filed shall be notified by certified mail with a complete statement of the filed charges by the MSRBA Secretary/Treasurer or the President, and shall be allowed 30 days to file their reply.
Section 3. The filed charges, together with the reply, if any has been received, shall be made available to each member of the MSRBA Board of Directors for consideration. The entire Board of Directors may, by simple majority ballot, exonerate, reprimand, suspend, or expel the member(s) or club(s). The MSRBA Board of Directors must make a decision concerning filed charges within 60 days subsequent to the receipt of the reply.
Section 4. Any member(s) or club(s) suspended or expelled shall not be eligible for reinstatement within one year of the date of suspension or expulsion. Reinstatement must be approved by a simple majority vote of the MSRBA Board of Directors.
ARTICLE IV – COMMITTEES
Section 1. The President will appoint all committees subject to the approval of a simple majority of the Board of Directors. Appointed members must respond within 10 days of appointment notification.
Section 2. Any special committee deemed advisable by the President may be appointed for that particular function and upon completion of their assignment shall automatically be discharged.
Section 3. Standing committees shall consist of:
Committee will hold an annual audit and report to the MSRBA Board.
Committee is to select all the Breed trophies and Sweepstakes awards for MSRBA Convention Show and Awards Banquet from bids submitted.
Committee duties are to work with and advise the Editor. Submit proposed rate changes, printing policies, and/or new policies to the Board of Directors for consideration.
Constitution and By-Laws Committee:
Committee shall continuously monitor the Constitution and By-Laws to insure their current effectiveness and continuity; receive and review and act upon any proposals, for correct grammar and conflicts with the current document or the ARBA Constitution; prepare and send a current copy to the Secretary annually; make suggestions or revisions as deemed necessary.
Committee members may not be a candidate for any office. Duties are prepare, receive and count the ballots, maintain a record of received ballots, file cast ballots for one year after each election.
Committee will collect and save information regarding the MSRBA for historical purposes.
Lifetime Members Committee:
Committee will suggest candidates for Lifetime membership using this criteria: 1. No age requirement, 2. Active member of MSRBA for 15 years, 3. Active at state level (Examples: Show Secretary, Show Supt., Board member, State activities, State Shows), and the MSRBA Board will vote to approve them.
Committee duties are to update scholarship rules as needed, select the winning applicant(s), and maintain a record of applications received. A committee representative is to announce the scholarship winner(s) at the Annual MSRBA Meeting.
Special Awards Committee:
Committee duties are to update rules, add categories as needed, and select the winners. MSRBA Officers may offer assistance. Awards are to be paid for by the MSRBA. Chairperson of the committee is to announce the winners at the Annual MSRBA Meeting.
State Fair Committee:
Committee will promote the MSRBA at the Minnesota State Fair.
State Show Committee:
- The MSRBA Convention Show Committee is the chosen MSRBA Host Club. If no host club, then the current adult and youth Presidents, Vice-Presidents, Secretaries, and other interested volunteers will be the show committee.
- The MSRBA Board of Directors will be responsible for the arrangement of the Annual MSRBA Convention Show. The Board of Directors will receive and vote on all bids for the Annual MSRBA Convention Show. The MSRBA Board of Directors are to procure awards, adopt and/or follow procedures necessary for the smooth and efficient running of the Show, and assist the host club to insure the show rules are adhered to.
Committee oversees and manages the MSRBA website.
Committee duties are to promote and work with the youth.
ARTICLE V – VOTING PROCEDURE
Section 1. All Candidates for President and Vice-President must be members in good standing with the ARBA and the MSRBA for three years preceding the election.
Section 2. All applications for President and Vice-President must be in writing and submitted to the MSRBA Secretary/Treasurer by June 1st of the year in question.
Section 3. Ballots are to be mailed first class postage by July 15th. Ballots are to be returned to the Election Committee Chairperson by August 15th of the given year or returned as outlined in the Election Procedure.
ARTICLE VI – ELECTION PROCEDURE
Section 1. Official MSRBA Ballots shall be printed and mailed to MSRBA membership by July 15th, along with an Official MSRBA envelope pre-addressed to the MSRBA election chair.
Section 2. Ballots shall be produced in such a way that they are not easily duplicated. All ballots must be returned in the MSRBA official envelope prior to August 15th of the election year, verified by postmark.
Section 3. The official MSRBA ballots shall contain the following: Each position up for election and each official candidate for that office, along with a line designated for a write-in candidate for each position. The following shall be noted on the ballot: “No write-in candidate can be elected to office who has not been a member in good standing with the ARBA and MSRBA for at least a period of three (3) years preceding the election.”
Section 4. The Election Committee shall meet prior to September 15th to tally ballots. The Election Committee will notify the Board of Directors by September 15th with results of said election. Candidates running for election will be notified of results at the same time as the Board of Directors.
Section 5. The tabulated results are to be announced at the Annual Meeting. Ballots are to be retained for storage by the Election Committee for a period of one year.
Section 6. The Election Committee Chair shall announce the election results at the MSRBA annual meeting.
Section 7. To fill the vacancy of the MSRBA Vice President, the MSRBA President will appoint protem with MSRBA Board approval.
ARTICLE VII – BULLETIN
Section 1. There is to be a Bulletin Committee appointed by the President.
Section 2. The Bulletin is to be published 4 (four) times a year. Deadlines are to be published in the bulletin. Deadlines are; Jan. 10, Apr. 10, July 10, Oct. 10
Section 3. The Bulletin Editor is to be reimbursed $75.00 for expenses incurred in the editing, assembling, and mailing of each MSRBA Bulletin.
Section 4. The Bulletin Committee is to determine advertising rates and other printing fees, pending approval of the Board of Directors.
Section 5. The MSRBA Board of Directors is to appoint the Bulletin Editor for a term of one year. The term of Editor is to be from January 1 to December 31 of each year.
Section 6. The Bulletin Editor is to be on the Bulletin Committee.
Section 7. The issue date (month and year) is to be published on the outside front and back cover of each bulletin.
Section 8. Bulletin Editor is not to publish unsigned letters or letters with requested signatures withheld.
Section 9. No letters or articles will be published that are derogatory toward another MSRBA member. Decisions to be made by Editor.
Section 10. All Bulletin ad money is to be sent to the Editor. Check bulletin for rates.
Section 11. Bulletins are to be sent to the ARBA office and the District 3 Director.
Section 12. The Youth and Open MSRBA Presidents and Sec/Treas. are allowed rate free space for reports in the bulletin.
Section 13. Associated MSRBA Local Clubs in good standing are allowed up to 1/2 page, rate free, bulletin space for club news.
Section 14. Pre-printed show catalogs sent to the editor for insertion in the bulletin are to be charged a $50.00 per sheet insertion fee.
Section 15. Show catalogs from out of state clubs can only be accepted for printing as a bulletin ad, if, the show date does not conflict with a MSRBA sanctioned show date.
Section 16. The bulletin editor is not to retype articles or messages without the permission of the author.
ARTICLE VIII– SANCTIONED SHOWS
Section 1. The MSRBA State Show and Convention will be held during the last full weekend in September of each year.
Section 2. The MSRBA can issue sanctions only to its affiliated clubs.
Section 3. MSRBA Sanctions must be requested at least 60 (sixty) days before the show date.
Section 4. Rules governing county fair shows are as follows:
- The fair must be sanctioned by the ARBA and ARBA rules must be followed.
- MSRBA Sweepstakes rules must be followed.
- The number of exhibitors must not be limited and must be open to anyone wishing to show.
- Unlimited carry-ins must be allowed on the day of the show.
- Sweepstakes assessments must be paid by all county fair shows that are sanctioned by the MSRBA.
Section 5. Local Clubs sponsoring an MSRBA Sanctioned Show must send catalogs to all MSRBA members. All catalogs must be in previous bulletins or mailed first class fourteen days prior to show or sanction points will be revoked. Catalogs must include the MSRBA show rules.
Section 6. MSRBA will purchase a blanket liability insurance policy, cost to be figured per day and billed to sponsoring clubs. MSRBA sanctions will not be granted unless the request is accompanied by insurance payment. If multiple shows are held on the same day in the same building, only one insurance premium will be charged.
Section 7. Affiliated MSRBA Clubs will not be granted a MSRBA Sanction until all previous show debts are paid and all show reports are filed with the MSRBA Secretary/Treasurer.
Section 8. No more than 1 (one) regular ARBA/MSRBA Show Sanction is to be issued per day. This limitation does not apply to shows held at the same location on the same day, nor does this limitation apply to county fair shows. The MSRBA may sanction multiple ARBA fair shows on the same day.
Section 9. A Minnesota State Chartered Club can receive a sanction to hold a show out of the state up to 20 miles from the Minnesota State border.
Section 10. MSRBA show rules are as follows:
- The show will be governed by the latest ARBA show rules.
- Rabbits must be tattooed in the left ear, cavies must be tagged in the left ear.
- Each exhibitor is responsible for handling their own animals or making arrangements for assistance.
- We reserve the right to substitute or add judges.
- The MSRBA, (Local hosting club, place where being held i.e. fairgrounds) will not be responsible for accidents, fire or theft.
- No remark cards or awards will be mailed.
- Fire code states there be NO SMOKING in the show buildings.
- Any rabbit or cavy found to be unhealthy will be promptly removed from the showroom.
- No unauthorized persons behind the show tables.
- Entry sheets may have more than one breed per exhibitor.
- No rabbit breeding in the showroom.
- Solid drop pans with clean absorbent material are required.
- Parents must be responsible for their children.
- No rabbits under the age of eight weeks may be sold in showroom.
- Rabbits entered in Youth may not be entered in Open, and vice versa.
- Fur entries must be entered in the breed classes.
- Only rabbits and cavies will be allowed in the showroom—the only exception would be service animals under control of their handler/user.
ARTICLE IX – SWEEPSTAKES
Section 1. There will be a separate sweepstakes for adult and youth.
Section 2. The sweepstakes points keeper will be appointed by the President of the MSRBA.
Section 3. The sweepstakes year will run from July 1 to June 30th of the next year.
Section 4. An assessment of $.20 per entered animal is payable to the MSRBA, minus the payments to Sweepstakes counter and Secretary/Treasurer.
Section 5. Sweepstakes awards are to be presented at the Annual Membership Meeting at the State Show. MSRBA will reclaim any sweepstakes awards not picked up or exhibitor will provide postage for sending by January 1 of the year following the convention.
Section 6. Sweepstakes will include only points received at MSRBA sanctioned shows.
- 6 points for the first place times the number in the class.
- 4 points for second place times the number in the class.
- 3. points for third place times the number in the class.
- 2 points for fourth place times the number in the class.
- 1 point for fifth place times the number in the class.
- BOB will receive 1 point for each entry in the breed
- BOS will receive 1 point for each entry of its own sex in the breed.
Section 7. Sweepstakes points are awarded only to MSRBA members in good standing at the time of the show.
Section 8. Show reports must be received by the MSRBA Secretary/Treasurer, Bulletin Editor, and Sweepstakes Counter thirty (30) days after the show.
Section 9. Sweepstakes standings will be printed in every issue of the Bulletin.
Section 10. Double points will be awarded at the MSRBA State Convention.
Section 11. All exhibitors must use their own individual name and may add a rabbitry name when entering a show. Entries will not be accepted in family names. If owned in conjunction with another, the names of all owners must be used.
Section 12. Youth members who are accumulating points in Youth will not be allowed to continue to accumulate points in Youth when they become nineteen (19) years old.
Section 13. Fur sweepstakes will consist of five (5) classes: Normal, Rex, Mini Rex, Wool, Satin.
Section 14. All MSRBA Sweepstakes points will be revoked from persons who pay entry fees with non-sufficient checks.
Section 15. Open cavy sweepstakes will go by breed rather than grouped together. MSRBA will count cavy points even if a cavy judge doesn’t judge them.
Section 16. A youth member who chooses to show in an open show will have those sweepstakes points remain in open.
ARTICLE X – AMENDMENTS
Section 1. These By-Laws may be amended or changed by a two-thirds (2/3) vote of the Board of Directors in attendance at any Board of Directors Meeting or Special Meeting. All Board of Directors must be notified of proposed changes two weeks prior by mail, phone, MSRBA Newsletter, Board of Directors Meeting or Special Meeting before any changes can be voted upon.