purposes of voting in Association matters, a member must: (1) have paid dues for the current year, (2) have no outstanding financial obligation to the Association more than sixty (60) days past due, (3) currently own Suffolk sheep and (4) have registered sheep in the United Suffolk Sheep Association within the past 12 months. Section 2. Associate Membership. Individuals or legal entities which do not meet the eligibility requirements of Section 1 and have paid annual dues shall be considered Associate members. Associate members shall have all rights, duties and privileges of membership except the right to vote. Section 3. Junior Membership. Junior membership shall constitute a separate membership class. Junior membership is open to anyone who hasn’t reached his/her 22nd Birthday on January 1st of the current membership year. Junior members shall have no voting rights. The United Junior Suffolk Sheep Association, as presently established, shall be an affiliate organization of the United Suffolk Sheep Association subject to such limitations and qualifications as the Board of Directors of the United Suffolk Sheep Association shall prescribe. The Board of Directors shall appoint adult liaison officer(s) to act as Junior Coordinator(s) as deemed necessary. Any organizational document of the Junior Association, including the Constitution and Bylaws, shall be subject to approval of the Board of Directors of the United Suffolk Sheep Association. partnership, corporation, Association, or other entity (i.e. not an individual person) shall designate in writing to the Association the name of the individual who is authorized to sign and vote on behalf of the member. Section 4. Members that are not individuals. Any member that is a Section 5. Voting Rights. Each member of the Association in good standing, other than Associate Members and Junior members, shall be entitled to one vote on each matter submitted to a vote of the membership. A member may vote either in person or by proxy appointed in writing by the member or his duly authorized attorney-in-fact. An appointed proxy must be a member of the Association. No proxy shall be valid after 90 days from the date of its executing, unless otherwise provided in the proxy. Section 6. Membership dues and service fees. The Board of Directors may determine from time to time the amount of annual membership dues and the amount of fees for services that shall be payable to the Association. The Board of Directors may also establish the time or times at
which membership dues and service fees are due and payable, and procedures for dealing with members and others in default of payment. If a person or organization is in default of annual membership payment, all registration and associated fees will be billed at non-member rates until annual dues are paid. Other unpaid fees may result in the Association’s refusal to register any sheep for that person until all fees are paid in full. Section 7. Withdrawals. Any member may withdraw frommembership in the Association by giving written notice of intent to withdraw to the Association at its principal office. Upon receipt of any such notice, the membership of such member shall terminate; provided, however, that after a complaint has been initiated against a member, the right of such member to withdraw frommembership shall be suspended until the termination of all proceedings in connection with such complaint, unless the Executive Committee or the Board of Directors otherwise approves. Section 1. Annual Meeting. The annual meeting of the membership shall be held at such time and place as the Board of Directors may designate. Section 2. Special Meetings. Special meetings of the members may be held at any time for any purpose or purposes at such designated place. Special meetings may be called by the President or by the Board of Directors or by members having not less than twenty-five votes. The person calling a special meeting shall designate the date, time and place of such meeting and shall give notice at least 25 days prior to and no longer than 60 days prior to the meeting. ARTICLE IV. MEETINGS OF THE MEMBERSHIP. Section 3. Notice. Written notice of all meetings stating the place, date, time, and purpose(s) of said meeting must be called under the following conditions. Correspondence regarding the meeting shall be delivered not less than twenty- five (25) days nor more than sixty (60) days before the date of the meeting. It is the responsibility of those initiating the meeting to see that the membership is informed in a timely fashion. Section 4. Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, or of any law, a waiver thereof in writing, signed by the person or persons entitled to such notice whether before, at, or after the time stated therein, shall be deemed the equivalent to the giving of such notice. To the extent permitted by law, attendance of a member
at any meeting shall constitute a waiver of notice of such meeting. Section 5. Quorum. A quorum at any meeting of the membership shall consist of not less than twenty-five members in good standing present in person or by proxy. Every decision of a majority of such quorum shall be valid as a corporate act, except in those specific instances in which a larger vote is required by law or by these Bylaws. Section 6. Meeting Procedures. All meetings of the membership shall be conducted according to parliamentary procedures as set forth in the latest revision of Robert’s Rules of Order. ARTICLE V. DIRECTORS. Section 1. Powers of the Board. A Board of Directors shall manage the property and affairs of the Association. The Board of Directors derives its powers and authority from the members and its powers and authority is limited by and subject to the will of the members voting in person or by proxy at any annual meeting or special called meeting. Except as limited by law and the members, the Board of Directors shall have and is vested with the power and authority to do, or cause to be done, any and all things for and on behalf of the Association, to exercise or cause to be exercised any and all of its powers, privileges or franchises and to seek the effectuation of its purposes and objectives. Section 2. Number and Qualifications. The Board of Directors shall consist of twelve members of the Association in good standing. A member must have registered sheep with the Association in the 12 months preceding the declaration of their candidacy and in the immediate prior 24 months. The Secretary shall ascertain the qualification of the candidate prior to placing their name on the ballot and shall report any unqualified candidates to the President. Directors must continue to register sheep in each and every calendar year while serving on the board. Additionally, any Director who fails to register sheep in each and every calendar year while serving on the Board as required shall be removed from the Board by the Board of Directors. The Board of Directors shall establish the method of election and appropriate steps to ensure that all members are represented. Section 3. Term of Office. The twelve members of the Board of Directors shall be elected from four districts. Three Directors shall be elected from each district. The four districts shall be initially established as follows: District 1. Alaska, Hawaii, Washington, Oregon, California, Idaho, Nevada, Arizona, Utah, Wyoming and Montana. District 2. North Dakota, South Dakota, Nebraska, Colorado, New
Mexico, Kansas, Oklahoma, Texas, Missouri, Arkansas, Louisiana, Mississippi, Alabama and Tennessee. District 3. Minnesota, Iowa, Wisconsin, Illinois and Kentucky. District 4. Michigan, Indiana, Ohio, West Virginia, Pennsylvania, New York, Vermont, Maine, New Hampshire Massachusetts, Rhode Island, Connecticut, New Jersey, Delaware, Maryland, Virginia, Georgia, North Carolina, South Carolina, and Florida. To provide equal representation for all members, each district shall have approximately the same average number of voting members represented by each Director. The Directors shall periodically and not less than every 5 years, review and revise each district by moving one or more states to contiguous districts in order to equalize membership representation in each district. The term of office of the Directors shall be three years and until their successors are elected and take office. Nothing contained herein shall preclude a member of the Board of Directors from succeeding himself or herself, except that no person shall consecutively serve more than two three-year terms. Following service of two consecutive three-year terms, a member would again be eligible for election to the Board of Directors at the first election following the end of the most recent term served by that former Director. Not more than two Directors residing in any one state may serve on the Board at any one time and all Directors must reside in the district which they represent. Section 4. Election of Directors. Candidates for a director’s position shall cause to be delivered to the USSA office a letter of nomination, which letter shall be received at the office by August 1 of that year. An official ballot containing the names and resumes of district candidates shall be mailed to all members of the association by September 1 of that year. To vote in the election of Directors, a member must return the ballot to the association office by October 1 of that year. Director applicants receiving the most votes in his/her district shall be deemed elected. In the event of a tie, the present directors will pick the winner or one of the tie candidates may choose to refrain from election. The secretary of the USSA will inform, by mail, all voting members of the election results. Section 5. Commencement of Term of Office. Newly elected Directors shall commence their term of office immediately following the adjournment of the last regular meeting of the Board of Directors, preceding the Annual Meeting of members. Section 6. Vacancies. In the case of a vacancy on the Board of Directors, the
Directors shall have the power to fill such vacancy with the appointment of a member who lives in the district with the vacant seat to serve the unexpired term until the next annual meeting, at which time the opening would be filled in the same manner provided in Section 4. In the event of a vacancy and a full-term board seat both being available in the same district, members will vote for two (2) candidates. The two candidates receiving the most votes will fill the Board of Directors vacancies in the following manner. The person with the most votes will fill the three-year term and the person with the second most votes will fill the shorter term. Filling an uncompleted termwill not preclude a Director from being elected to the Board of Directors for two consecutive three-year terms. Section 7. Compensation. Directors shall not receive any stated compensation for their services, but by resolution of the Board, reimbursement for expenses, if any, may be allowed for attendance at each meeting of the Board, or for performing other duties assigned by the Board. Section 8. Annual Meeting. The annual meeting of the Board of Directors shall be held at a location to coincide with the annual meeting of the membership and either precedes or follow the annual membership meeting. Special circumstances allow the Board to designate an alternative time and location. Section 9. Regular Meetings. Regular meetings of the Board of Directors, whether they be face to face or conference calls, will be held periodically during the year as deemed the Board President or any three Board Members. Section 10. Special Meetings. A special meeting of the Board may be called at any time by the President, or any three or more of the Directors by giving ten days’ notice of such meeting to each member of the Board of Directors, either personally or by mail, stating the time, place and purpose of any such meeting. The place of the special meeting may be within or without the State of Missouri, as designated in the notice. The purpose of the special meeting must be specified in writing and provided to each Board member at the time the meeting is called. Section 11. Special Meeting by Conference Telephone. Members of the Board or of any committee may participate in a meeting of the Board or its committees by means of conference telephone or other similar communications equipment, provided there has been five days written notice, whereby all persons participating in the meeting can hear each other, and
individual(s) calling the meeting will state the place and time of the meeting. ARTICLE VI.OFFICERS. Section 1. General. The officers of the Association shall consist of a President, a Vice-President, and a Treasurer. No offices may be held by the same person. To be eligible to serve as President and Vice President the individual must have served on the Board the previous year. The Treasurer, a member in good standing, will be appointed by the Board of Directors. If the appointed Treasurer is a non-elected director, the Treasurer will not have voting rights. The duties and the term of the Treasurer are defined by the board of directors. Section 2. Election of President and Vice-President. The President and Vice- President shall be elected annually, from the members of the Board of Directors, by the Board of Directors, at a Board meeting immediately following the close of the last regular annual Board Meeting, preceding the annual meeting of the members. Such election shall be conducted by the retiring President who is ineligible to be reelected; if the retiring President is eligible to be reelected, the retiring Vice-President shall conduct the election unless the retiring Vice-President is eligible for election as President; if both the retiring President and Vice-President are eligible for election as President, the lead Association Staff person available shall conduct the election of President. In case of a tie, when voting for president, if the vote is a tie after a second vote, the most senior (by age) retiring board member will vote to break the tie in a third vote by sealed ballot. The newly elected President shall take office immediately upon his election and conduct the election for Vice-President. Section 3. Term of Office. Each officer of the Association shall hold office for a term of one year or until a successor is selected, unless the officer is removed or resigns before such time. Nothing contained in these Bylaws shall preclude an officer from succeeding himself/herself, except that no person shall hold the office of the President for more than three consecutive terms. Section 4. Compensation. Reimbursement for the expenses, if any, of the President or Vice-President in attending meetings or carrying out responsibilities designated by the Board of Directors shall be fixed by the 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
participation in a meeting in such a manner shall constitute being present at such meeting. Section 12. Action in Lieu of Meeting. Unless otherwise restricted by law, any action requested to be, or that may be, taken at a meeting of the Board, may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. Any such consent signed by all of the Directors shall have the same effect as a unanimous vote and may be stated as such in any document describing the action taken by the Board of Directors. Section 13. Waiver of Notice. Any notice provided or required to be given to the Directors may be waived in writing by any of them, whether before, at, or after the times stated therein. The attendance of a Director at any meeting shall constitute waiver of notice of such meeting except where the Director attends and so states at the opening of the meeting, for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Section 14. Quorum. At all meetings of the Board of Directors, a majority of the whole Board shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum, except as may be otherwise specifically provided by law or by these Bylaws or by Articles of Incorporation shall be the act of the Board of Directors. Section 15. Resignation. Any Directors may resign at any time by giving written notice thereof to the Board of Directors. Such resignation shall take effect at the time specified in the notice, and unless otherwise specified therein, formal acceptance of such resignation shall be necessary to make it effective. Section 16. Removal. Any Director may be removed, with cause, by the vote of two thirds (2/3) majority of the members in that Director’s district present in person or by proxy at a meeting of the membership called expressly for that purpose, at which a quorum is present. Formal notice to all Association members in that Director’s district of the proposed removal of any Director must be made in writing at least twenty-five (25) days prior to and no longer than sixty (60) days prior to the meeting. The Directors(s) must be provided an opportunity to respond to any accusations. The meeting will be in that Director’s district. A two thirds (2/3) vote by members present, in person or by proxy; will be required to remove a director. The
BYLAWS OF THE UNITED SUFFOLK SHEEP ASSOCIATION
ARTICLE I. NAME. The name of this organization shall be the United Suffolk Sheep Association (USSA). ARTICLE II. PURPOSE. The United Suffolk Sheep Association is a nonprofit organization, without capital stock, whose purpose is to foster, promote and develop the Suffolk breed of sheep in particular, and the sheep industry in general. It shall keep records of all sheep recorded in or by the Association, issue official papers covering the same and perform any and all functions connected with the registration of sheep. Such records shall be permanent in character and at the disposition of the members or contractors of the Association. The Association shall receive and disburse the finances of the organization. ARTICLE III. MEMBERSHIP. Section 1. Membership Eligibility. Any owner and registrant of Suffolk or percentage Suffolk in the United Suffolk Sheep Association shall become a member; provided that each owner and registrant shall be represented by but one membership whether such owner and registrant are an individual, partnership, corporation, association or other entity. To be a member in good standing for
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