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
a duly held meeting of the members. An official ballot containing the proposed amendments shall be mailed to each member of the association by September 1 of that year. To vote on the proposed bylaw changes, a member must return their ballot to the association office, postmarked by October 1 of that year and received in the Association office no later than October 15 of that year. Section 9. Duty of Applicants/Members. It shall be the duty of persons availing themselves of the privileges of the Association to promptly answer all letters or inquiries of the Association, and action on all matter dealing with their relations with the Association shall be deferred until said letters and inquiries are fully answered. Section 10. Limitation of Duty. It shall not be the duty of this Association to enforce any contract or agreement between buyers and sellers other than the furnishing of proper certificates of registry and transfer of ownership, or of the breeding records relating to such sheep or their progeny. ARTICLE XI. RULES OF REGISTRY. The Board of Directors shall establish Rules of Registry, which shall be printed on all applications for registration and transfer. The Rules of Registry may be amended or added to from time to time at the discretion of the Board of Directors. It shall be the duty of each member of the Association to obtain from the Association Application for Registry and Transfer forms with the most recent Rules of Registry printed thereon and to abide by the Rules of Registry. ARTICLE XII. STANDARD OF TYPE. The Board of Directors shall establish a Standard of Type which shall be accepted by the Association as a general description and model for Suffolk sheep. Such Standard shall not be considered absolute. Individual breeders and members must consider their own purposes and needs in evaluation of sheep by the standard, and judges should be encouraged to use the standard on the same basis. ARTICLE XIII. AFFILIATED ORGANIZATIONS. The Board of Directors maintains its predecessor organizations’ responsibilities and authority including but not limited to the United Suffolk Sheep Foundation, the United Junior Suffolk Sheep Association and the National Sheep Genetics Registry
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 begin, 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.
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. 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 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. ARTICLE VIII. TERMINATION OR CURTAILMENT OF MEMBERSHIP. Section 1. Expulsion and Censure of Members. Any member of this
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, documentary or other evidence the member may desire to produce. Oral testimony shall be recorded. At the close of said hearing or as soon thereafter as may be reasonably possible, the Board of Directors shall make its finding as to the charges and shall render its decision thereon, either censuring, suspending or
expelling said member, or dismissing the charges. (a) When a member has been denied privileges of the Association or has been censured, suspended or expelled frommembership, such action shall be communicated to the Association’s members. (b) Neither the Board of Directors, nor any of their members nor any officer or employee of the Association, shall become liable for the decisions rendered, put into effect or published as provided for in the Bylaws, nor for any action taken pertaining to the same. Section 4. Terminated or Altered Privileges. The Board of Directors shall establish a procedure for transaction registry or transfer work on sheep owned or previously owned by a person whose privileges has been terminated or altered under this article. ARTICLE IX. TERMINATION OR CURTAILMENT OF ASSOCIATION PRIVILEGES OF NONMEMBERS. Section 1. Nonmember Privileges and Penalties. The same rules and procedures set forth in Section 1, 2, 3 and 4 of Article VIII shall apply in dealing with nonmembers who avail themselves of privileges and services of the Association. The penalties for nonmembers shall be termination, limitation, or denial of registration or other services of the Association. ARTICLE X. GENERAL PROVISIONS. Section 1. Fiscal Year. The fiscal year of the Association shall be such as may be designated from time to time by the Board of Directors. In the absence of action by the Board of Directors, the fiscal year of the Association shall be from October 1 through September 30 of the next calendar year. Section 2. Financial Controls. Funds of the Association shall be handled and expended in keeping with accepted budget and accounting practices under policies established by the Board of Directors. Funds kept in deposit accounts will be monitored at regular intervals to ensure that reasonable returns are achieved on investments. Section 3. Indemnification of Directors, Officers and Agents. Each person who is or was a Director, officer or agent of the Association or is or was serving at the request of the Association as a Director, officer or agent or another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Association as of right to the full extent permitted or authorized by the laws of the State of Missouri. The indemnification
provided by this Bylaw provision shall be indemnification against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonable incurred by the person in connection with any action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interest of the Association, and with respect to any criminal action or proceeding, has no reasonable cause to believe the conduct was unlawful. No person shall be liable to the Association for any loss, damage, liability, or expense suffered by it on account of any action taken or omitted to be taken as a Director, officer or agent of the Association or of any other corporation, partnership, joint venture, trust, or other enterprise, that the person serves as a Director, officer or agent at the request of the Association, if the person exercise the same degree of care and skill as a prudent man would have exercised under the circumstances in the conduct of his own affairs, or if the person took, or omitted to take, such action in reliance upon the advice of counsel for the Association or for such other corporation, firm, or other enterprise that the person had no reasonable grounds to disbelieve. The indemnification provided by this section shall inure to the benefit of the heirs, executors and administrators of such person. Section 5. Corporate Offices. The Association may have such corporation offices within or without the State of Missouri as the Board of Directors may from time to time designate or as the business of the Association may require. Section 6. Records. The Association shall keep accurate books and records of account and shall also keep Minutes of the meetings of its members, Board of Directors and each committee having any of the authority of the Board of Directors. Section 7. Seal. The Board of Directors shall adopt, and may alter at its pleasure, the corporate seal, which shall have inscribed thereon the name of the corporation and the words: Corporation Seal – State of Missouri. The corporate seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced in any manner. Section 8. Amendments. These Bylaws may from time to time be altered, amended or repealed, or new Bylaws may be adopted by the vote of two-thirds of the members in good standing who cast mail ballots on such matter; provided, however, that the Bylaws shall not be altered, amended or repealed or new Bylaws be adopted unless the number of ballots cast would have been sufficient to constitute a quorum at
Thank You! Thanks to all everyone
who responded to the Suffolk Needs Assessment!
Assessment results are posted on the USSA website. No internet? Contact the USSA Office to request a copy! INTERESTED IN SERVING ON THE USSA
BOARD? To be eligible:
• A member in good standing.
• Registered sheep in the Association in the 12 months preceding the declaration of their candidacy and in the immediate prior 24 months. Intent to run submission deadline is August 1st!
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Section 3. Place of Meeting. Meetings
Any person whose membership has been
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