The Constitution is the foundational document that governs how the American Brahman Breeders Association operates. Over time, as our membership, programs, and global reach have grown, it became clear that the document needed to be updated to better serve the current and future needs of the Association. The purpose of this revision is to ensure that our Constitution remains clear, organized, and aligned with best practices positioning ABBA to operate more effectively, make sound governance decisions, and continue advancing the Brahman breed for generations to come.

This breakdown is intended to summarize the key changes to the ABBA Constitution and explain the reasoning behind them. It is not a substitute for the full proposed Constitution. Members are encouraged to review the complete document prior to voting.

This process was guided closely by our parliamentarian, who provided input to ensure that the document is properly structured, legally sound, and aligned with standard Robert’s Rules of Order parliamentary procedure. Below is a breakdown of the major changes and the reasoning behind them:

1. Structural Reorganization Based on Parliamentarian Guidance

Throughout this process, our parliamentarian emphasized that the current Constitution was out of sequence, which made it difficult to interpret and apply consistently.

To address this, we undertook a full reorganization of the document to follow proper parliamentary order. Sections and articles have been rearranged to reflect their correct placement and purpose, and certain language has been clarified for accuracy.

As a result, you may notice that article numbers or section references differ from the previous version this is the result of reordering and does not reflect substantive changes.

2. Relocating Key Provisions from the Rules to the Constitution

During our review, we identified several provisions that were previously housed in the Rules, even though they govern the fundamental structure and operation of the association. Per governance best practices, those provisions have been moved into the Constitution, where they belong.

It’s important to note that most of these provisions are not new they have long existed within the Association’s Rules and day-to-day operations. This update simply relocates them to the Constitution, where they more appropriately belong as foundational governance policies. This ensures clarity, consistency, and compliance with proper organizational structure.

If the revised Constitution is approved by the membership, the Rules will then be updated and reorganized to reflect these changes and remain consistent with the new constitutional framework.

3. Board of Directors Reduction

One of the most impactful changes is the reduction of the Board of Directors, a decision that was voted on and approved by the ABBA Board of Directors in September 2024. This change is intended to create a more effective and engaged governing body, streamline communication, and strengthen decision-making.

A key part of the reasoning behind this decision is that, in recent years, the Association has struggled to achieve a quorum at board meetings due to the size of the Board. With 44 directors, it has become increasingly difficult to ensure consistent participation and timely action. After careful evaluation, it was determined that a board size of approximately 25 members would allow the Association to operate more efficiently while maintaining broad representation and meaningful input from all regions.

• Apportionment and Representation: While the total number of directors will be reduced, representation across all membership areas will remain the same. The apportionment formula which determines how many directors each area receives has not changed. Every geographic area will continue to have representation based on the existing formula. The only difference is that the formula will now be applied to 22 directors rather than the previous total.

• In reaching this number, there were many options including proposals as low as 10 directors. Ultimately, it was determined that 22 directors, along with 2 dedicated international directors, and a representative from the Past President council would strike the right balance. This structure allows for more consistent participation, stronger engagement, and effective governance, while ensuring that every area both domestic and international continues to have a voice in ABBA leadership.

• Past Presidents Council The revised Constitution also establishes a Past Presidents Council, ensuring that past leaders continue to contribute their experience and insight to the Association’s governance. Members of this council will be subject to the same eligibility requirements as board members, including:

Past Presidents will also participate in the same election process as all other directors, with their selection conducted by their peers within the council.

4. Litigation Protection for ABBA

The revised Constitution includes provisions designed to protect ABBA from unnecessary litigation. These updates are critical to safeguarding the Association’s financial health and ensuring that member dues are used to further the mission of the organization not diverted toward legal expenses.

It’s important to remember that ABBA operates entirely on member funding, and those funds must be used responsibly to support breed improvement, member programs, and the long-term sustainability of the Association.

It is also important to note that this provision will apply only moving forward. If the revised Constitution is approved by the membership, this litigation clause will take effect from that point on. Any legal matters or disputes that occurred in the past will NOT be subject to this provision, as it was not in place at the time. This ensures fairness and transparency while strengthening protections for the Association and its members in the future.

5. Modernization and Clarity

In addition to structural changes, this revision also modernizes language, removes outdated references, eliminates redundancies, and improves readability throughout the document. These updates do not alter the intent of existing provisions but make them clearer, more precise, and easier to understand and apply in day-to-day governance.

6. Transparency and Member Empowerment

Ultimately, this constitutional revision is about empowering members and strengthening the Association’s foundation. By organizing the document properly, clarifying its contents, and ensuring it reflects how ABBA functions today, we are setting the stage for a stronger, more transparent, and more effective organization one that is prepared to serve its members and advance the Brahman breed for decades to come.

7. Review and Revisions by the Board of Directors

It is also important to note that this proposed Constitution was reviewed during the most recent ABBA Board of Directors meeting, where board members were given the opportunity to recommend changes and additions before it was finalized for a membership vote. As a result of that collaborative review process, several adjustments were incorporated into the document including updates to the committee structure and the addition of new language specifically addressing the Youth Committee and its responsibilities.

This ensures that the final version reflects not only proper governance standards and legal structure but also the collective input and priorities of the Board on behalf of the membership.

8. Voting Eligibility and Ballot Distribution

A common question during this process is “Who receives a ballot?” and “Who is eligible to vote?” It’s important that every member clearly understands the requirements for voting in this proposed Constitution.

Ballot Submission and Counting

A pre-addressed return envelope has been provided with each ballot, directed to Seidel & Schroeder, the independent accounting firm responsible for receiving and tabulating the votes. This process ensures neutrality, integrity, and full transparency in the voting results.

We sincerely thank our members for their continued involvement, engagement, and support. Together, we are shaping a stronger future for ABBA and the Brahman breed.