Board of Directors. Compensation for the staff and expenses for carrying out official responsibilities shall be fixed by the Board of Directors. Section 5. Removal. Any officer shall be removed, with cause, by the vote of two- thirds of the Directors present in person or by proxy at any regular meeting or any special meeting called for that purpose at which a quorum is present and at least ten days previous written notice was provided and the officer is offered the opportunity to respond to any accusations. Section 6. Resignation. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors. Section 7. Vacancies. Vacancies caused by the death, resignation, incapacity, removal or disqualification of any officer shall be filled by the Board of Directors. Any person so appointed to fill such vacancy shall serve at the pleasure of the Board for the un- expired term of the predecessor or until the successor is elected and commences the term of office. Section 8. President. The President shall preside at all meetings of the membership and the Board of Directors and shall be member ex-officio with the right to vote on all committees in case of a tie vote. The President shall also, at the annual meeting of the Association as the President deems proper, communicate to the membership and the Board of Directors such matters and make such suggestions as may, in the President’s opinion, tend to promote the prosperity and welfare and increase the usefulness of the Association. In addition, the President shall perform such other duties as are necessarily incident to the office for the President and shall arrange the Association staff and employees for the auditing the books, accounts and records of the Association. Such audit shall be conducted by a legal auditor, approved by the Board. Such audit shall be reported at the Annual meeting. Section 9. Vice-President. The Vice- President shall act in the capacity of the President in the event of the President’s absence, disability or death and shall perform such other specific duties as may be assigned by the President or the Board of Directors. Section 10. Employees. The Association staff shall be employed by the Board of Directors at salaries designated by the Board of Directors and shall be responsible for managing the day to day affairs of the Association, for issuing notices of meetings, for keeping all records of the Association, including the membership roll, in such manner as my be directed by the
Board of Directors and the Association. The Board shall direct staff to take charge of funds of the Association and be empowered to disburse Association funds as the Board of Directors directs, and prepare a suitable report of financial and other business of the Association for the regular annual meeting, or at such times as may be considered necessary by the President. The Association staff shall also carry out such other duties as the Board of Directors may conduct, or cause to be conducted, an audit of the Association’s financial condition prior to new staff taking office. Section 11. Delegation of Duties. If any officer is absent, or unable to act, or for any other reason the Board may deem sufficient, the Board may delegate, for the time being, some or all of the functions, duties, powers and responsibilities of any officer to any other officer, agent, or employee of the Association or other responsible person, provided a majority of the whole Board concurs therein. Section 12. Appointment of Other Officers and Agents. The Board of Directors may also appoint, from time to time, such other officers, agents and attorneys-in-fact as it may deem necessary or advisable. All appointed officers, agents, and attorneys- in-fact shall hold their respective positions at the pleasure of the Board or for such terms as the Board may specify, and they shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors or by an elected officer empowered by the Board to make such determination. Section 13. Bond. The Board of Directors shall insure that an Errors and Omissions insurance policy is kept and held current on all Board members and staff. ARTICLE VII. COMMITTEES. Section 1. Executive Committee. The Executive Committee shall consist of the President, the Vice-President, and the Treasurer, who serves as the chair of the finance committee appointed by an election by the Board of Directors. The Executive Committee shall, when the Board is not in session, supervise and direct the affairs of the Association under policies established by the Board, reporting to the Board for its ratification of the Committee’s action. Section 2. Other Committees. The Board of Directors may, from time to time, establish such other committees as it deems necessary or appropriate, with such powers and authority as the Board shall designate. The members of each committee, other than the Executive Committee, shall be appointed by the President with the approval of the Board of Directors. A majority of the members
of any committee shall constitute a quorum for the transaction of business at any meeting of that committee. Each committee shall meet at such times as may be designated by the President of the Board of Directors. Section 3. Place of Meeting. Meetings of committees may be held at any place as determined by the chairman of that committee. A conference call would be preferred. Section 4. Notice. Written notice of all committee meetings shall be given not less than ten (10) days prior to any meeting unless all committee members and the President approve a waiver of that requirement. Any notice required to be given to members of any committee may be waived in writing by any of the members. Section 5. Compensation. Reimbursement for the expenses, if any, of attending meetings of any committee shall be fixed by the Board of Directors. Section 6. Removal. Any member of any committee may be removed, with cause, by a two-thirds vote of the Board of Directors at any meeting at which a quorum is present and at least ten days previous written notice was provided and the committee member is offered the opportunity to respond to any accusations. Section 7. Resignation. Any member of any committee may resign at any time by giving written notice of such resignation to the President or Board of Directors. Section 8. Vacancies. Vacancies caused by death, resignation, incapacity, removal or disqualification of any member of a committee shall be filled by the President with the approval of the Board of Directors. Any person appointed to fill such vacancy shall serve at the pleasure of the Board for the unexpired term of the predecessor or until the successor is chosen and commences the term of office.
the Board of Directors after notice and a hearing as hereinafter provided. The Board of Directors shall have the power, in its discretion, to define from time to time what constitutes such fraudulent and unethical practices. Any person whose membership has been censured, suspended or expelled and who is at the time an owner of registered sheep may, at the discretion of the Board of Directors, be permitted to transfer the sheep then standing in his/her name on the records of the Association, or to register and transfer the progeny of such sheep, within six months after the date of the cancellation of his/her membership and/ or the forfeiture of his/her rights in the Association upon payment of the required fees. Section 2. Charges Against Members. Upon a written complaint reflecting adversely upon the conduct of a member being presented to the Association’s staff or employee or President of the Association, the President shall direct the Association staff to cause the same to be investigated. Members shall cooperate fully with the Association in any investigation. Whenever, as a result of an investigation, the designated Association staff or employee with the written concurrence of the President or the Vice-President or the Board of Directors deems that the best interests of the Association require it, the designated Association staff or employee shall file with the Board of Directors charges in writing against the member based upon the information and investigation. The designated Association staff or employee shall forthwith cause a copy of such charges, together with a written notice of the time and place of the hearing thereof before the Board of Directors, to be served upon said member by certified or registered mail addressed to the members at the member’s last-known address as shown by the records of the Association not less than thirty (30) days prior to said hearing. Such notice shall contain a statement of the purpose and scope of the hearing and of the action which the Board of Directors has power to take regarding the person’s membership in the Association and shall further advise the member that the member may appear in person or by counsel and produce witnesses, affidavits, and documentary or other evidence. Section 3. Hearings. At the hearing upon said charges, both the person bringing them and the member against whom they have been brought shall have the right to be heard in person and by counsel and to produce whatever witnesses, affidavits,
ARTICLE VIII. CURTAILMENT OF MEMBERSHIP. Section 1. Expulsion and Censure of Members. Any member of this
Association: (1) who violates the Articles of Incorporation, Bylaws or Rules of Registry of the Association; (2) who shall deceive or wrong the Association; a member thereof, or another person with respect to Suffolk sheep; (3) whose practices in the breeding of Suffolk sheep are such as to impair the reliability of the records of the Association; or (4) who in holding or managing a public sale of purebred Suffolk sheep or consigning animals to such sale, engages in any fraudulent or unethical practice in connection with such sale, may be censured, suspended or expelled by
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