BYLAWS
Article I - THE CORPORATION
Article II - PURPOSE AND GOALS
Article III - FINANCES
Article IV - MEMBERSHIP
Article V - MEMBERSHIP MEETINGS
Article VI - BOARD OF DIRECTORS
Article VII - BOARD MEETINGS
Article VIII - COMMITTEES OF THE BOARD
Article IX - BYLAW AMENDMENTS
Article X - DISSOLUTION AND SUCCESSION
NORTH AMERICAN WENSLEYDALE
SHEEP ASSOCIATION
Article I
THE CORPORATION
1.1 NAME: The corporation shall
be known as and referred to herein as the North American Wensleydale
Sheep Association (NAWSA).
1.2 CHARTER: The NAWSA shall be chartered as a non-profit corporation
under the laws of the state of Washington.
1.3 LOCATION: The principal and registered office of the NAWSA
shall be located at such place as most recently designated by
the Board of Directors of the NAWSA.
Article II
PURPOSE AND GOALS
2.1 PURPOSE AND GOALS: The purpose
of the association shall be to establish and support the Wensleydale
breed of sheep in North America, and:
a) To engage in the education and promotion of Wensleydale sheep.
b) To register and keep pedigree records of all animals that qualify
as percentage blood and purebred Wensleydale sheep according to
the guidelines of the Association.
c) To provide interested people with information about Wensleydale
sheep and their products
d) To promote interest in the Wensleydale breed of sheep wherever
possible in order to attract new breeders for the conservation
and well being of the breed.
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Article III
FINANCES
3.1 FISCAL YEAR: The fiscal year
of the NAWSA shall commence January 1 and end on December 31.
3.2 DEPOSITS: All moneys, securities, and other valuables of the
NAWSA shall be deposited in the name of the North American Wensleydale
Sheep Association in such banks, trust companies, or safe deposit
boxes as the Board of Directors shall designate, and shall be
withdrawn only by check or order signed by such person as designated
by the Board.
3.3 EXECUTION OF INSTRUMENTS: All instruments of assignment, transfer,
conveyance, release, and contract requiring execution of the Board
of Directors of the NAWSA shall be signed by the authorized officer
or agent designated by the Board.
3.4 ACCEPTANCE OF BEQUESTS, DEVICES AND DONATIONS : The President,
or any other officer of the Board may:
a) Accept any and all unconditional and unrestricted bequests,
devices, and donations of money, property, or collections of value
made to the corporation.
b) With the prior approval of the Board, accept any other bequests,
devices, or donations.
3.5 INDEMNIFICATION: Subject to compliance with Washington state
law: The members, staff, management, directors, and officers of
this organization, and their private property, shall not be liable
in any manner for the debts, obligations, undertakings, or liabilities,
and shall be exempted and indemnified against any personal expense,
losses, or liabilities, which may accrue from time to time in
any manner by reason of the ownership, administration or distribution
of the corporate property of funds, the conduct of corporate affairs,
so long as they act in good faith. They shall not be liable or
accountable in any manner for honest mistakes or errors of judgment,
nor for errors or wrongdoing of agents, brokers, attorneys, or
servants, not for interest on funds temporarily idle as long as
they act in good faith. They shall have the right, at all times
and in all matters to act upon any information or evidence deemed
by them reliable, without incurring any personal liability or
responsibility of any kind or in any kind of manner, as long as
they act in good faith. The Board of Directors and staff personnel
shall be bonded if authorized by the Board.
3.6 PROHIBITED TRANSACTIONS: No part of the net earnings of this
corporation shall inure to the benefit of any individual, and
no part of the funds of this corporation shall attempt to influence
legislation, nor shall this corporation engage in any prohibited
transaction as defined by the Internal Revenue Code.
3.7 YEARLY AUDIT: The Board of Directors may require that a yearly
audit of the corporation is conducted by an independent auditor
who is beyond the realm of the business affairs of the NAWSA.
A copy of such audit shall be available to the members of the
NAWSA.
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Article IV
MEMBERSHIP
4.1 PRIVILEGES OF MEMBERSHIP: Membership
in the Association is and at all times shall be considered to
be a privilege and not a right. Active members of the corporation
are entitled to attend, speak, and vote at the membership meetings
of the association. When the qualification for one membership
has been met by more than one person (family, corporation, or
any other entity), all persons involved in meeting that qualification
may attend, speak at the membership meeting, however, that membership
shall have one vote. In addition, members in good standing shall
be kept informed of the corporation’s activities, shall be
notified of all membership meetings, shall have annual reports,
and up-to-date copies of the bylaws made available to them. All
reports and books of the association may be inspected by any member
of the association at any reasonable time, with the exception
of matters relating to the hiring, firing, discipline of personnel,
or personnel records.
4.2 DEFINITION OF MEMBERSHIP
a) ACTIVE MEMBER: Any person, family or corporation who owns,
breeds, and registers Wensleydale Sheep with the NAWSA. If an
active member registers no animals for a period of two consecutive
years, the member shall automatically become an Associate member.
Active members must be current on their membership dues (in good
standing)
to be eligible to vote and/or hold elective office.
b) ASSOCIATE MEMBER: Any person, family or corporation interested
in the promotion of Wensleydale sheep may become an associate
member of the NAWSA, and as such is entitled to all privileges
of full membership except they shall have no vote, nor shall they
be eligible to hold elective office.
c) HONORARY MEMBER: Any person having made outstanding contributions
to the establishment of the Wensleydale breed in North America,
upon nomination and election by the Board, may become an honorary
member. As such they shall not be entitled to the privileges and
responsibilities of active members including the holding of elective
office nor the privilege of vote.
d) The Board of Directors may, at its discretion, establish other
classes of membership.
4.3 MEMBERSHIP FEES AND DUES: Annual membership fees for the above
established classes of membership shall be set at the discretion
of the Board of Directors.
4.4 EFFECTIVE DATE OF MEMBERSHIP: Annual membership shall begin
January 1st and expire on December 31st.
4.5 TERMINATION OF MEMBERSHIP: Membership shall terminate on
December 31st each year. A grace period of 60 days will be in
effect, allowing
such time for members to send in membership dues. To renew the
membership after 60 days, a reactivation fee in an amount to
be
determined by the Board of Directors shall be submitted with
the annual membership fee.
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Article V
MEMBERSHIP MEETINGS
5.1 The members of the NAWSA shall
meet annually at such time and place as designated by the Board
of Directors.
5.2 PURPOSE OF MEETING: The Annual Membership Meeting is held
for the purpose of announcing the election results of Board members,
for hearing the report of officers of the Board, for the consideration
of bylaws changes, and for the transaction of any other business
which may properly come before the meeting.
5.3 GENERAL NOTICE OF MEMBERSHIP MEETINGS: Written notice of the
time and place of the membership meetings shall be mailed or emailed
to the members and be postmarked at least 60 days prior to such
meetings. Upon request, an agenda of the meeting, any ballots
to be used, and any proposed changes to the bylaws shall be furnished
to any member.
5.4 QUORUM: The active members present at any properly called
membership meeting shall constitute a quorum.
5.5 VOTING: Voting on issues addressed at membership meetings
shall be conducted by mail ballot. No more than 30 days after
the Annual Membership Meeting, the Secretary of the Association
shall mail the ballots to each active member. Results of the balloting
shall be counted by the Secretary of the Association or such other
person as designated by the Board, and shall be kept in his or
her custody for a period of time as determined by the Board, and
be subject to inspection at reasonable times by any member of
the Association. The membership shall be promptly notified of
the results of such balloting. The act of the majority of those
voting shall be considered an act of the membership of the corporation,
except when a two-thirds majority of the eligible membership is
called for in these bylaws.
5.6 SPECIAL MEETINGS: Such meetings other than the above mentioned
Annual Membership meeting may be called only to discuss issues
and for educational and promotional purposes. Special meetings
may be called by the President or by petition by the lesser of
10 active members or 25% of the active membership. Written notice
of the time and place of the special meetings shall be mailed
or emailed to the members and be postmarked at least 60 days prior
to such meetings.
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Article VI
BOARD OF DIRECTORS
6.1 AUTHORITY: The Board of Directors
of the NAWSA shall be the governing board of the NAWSA, and shall
have ultimate authority over and responsibility for all corporate
expenses, properties, funds, and debts. The Board of Directors
shall have ultimate authority over any and all policy decisions.
6.2 DELEGATION OF AUTHORITY: Members, staff, directors, officers
and others may act in the name of the NAWSA only when specifically
authorized to do so by the Board.
6.3 NUMBER OF DIRECTORS: The Board of Directors shall consist
of not less than five and not more than nine members at the discretion
of the existing Board.
6.4 TERMS OF DIRECTORS: Directors shall serve a term of two years.
The Board of Directors, at its discretion, may schedule the election
of new directors to achieve staggered terms of office.
6.5 MANNER OF ELECTIONS: The Board of Directors shall have the
discretion to declare districts within the territory covered which
will promote a fair and reasonable representation of the membership.
a) In any election of directors, a majority of all votes cast
shall not be required to elect directors, but the requisite number
of persons receiving the highest number of votes shall be declared
elected. In the case of ties, a run-off election shall be held
among those receiving the tie vote.
b) Nomination of candidates shall be considered valid when written
nomination is received from any active member postmarked no less
than 60 days prior to the Annual Membership meeting.
c) The Secretary of the Association shall mail a ballot for election
of Directors to each active member no less than 30 days prior
to the annual membership meeting. No ballot shall be counted as
valid unless such ballot shall have been received by the Secretary
of the Association no less than 7 days prior to the annual meeting.
Results of the election shall be announced at the annual membership
meeting and the members of the Association shall promptly be notified
by mail or email of the election results.
6.6 VACANCIES ON THE BOARD: Vacancies may occur during the term
of a Board member by death, resignation, removal, disqualification,
incapacitation, or by expansion of the Board at the discretion
of the Board.
a) Any director may resign at any time by giving written notice
to the Board through the President. The resignation of any director
shall take effect upon receipt of the notice, or at such later
date as shall be specified in such notice. The acceptance of such
resignation shall not be necessary to make it effective.
b) Any director may be removed from the Board for just cause by
the affirmative vote of 2/3’s of the currently existing members
of the Board. Any director shall have the right to speak on his/her
own behalf before a vote and removal by the Board.
c) In the event a vacancy occurs in a Board position, the other
members of the Board shall elect a new Board member to serve until
the next annual membership meeting, at which time the members
shall elect a member to fill the unexpired term. Board vacancies
shall be filled within 60 days after the position becomes vacant
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6.7 ELECTION OF BOARD OFFICERS: The Board of Directors shall elect
all officers for a one year term. Only Board members may serve
as officers of the Board with the exception of the office of Treasurer,
who may or may not be a board member. The election of officers
shall occur at the first meeting of the Board following the Annual
Membership Meeting. This first meeting of the Board shall be held
no later than 10 days following the Annual Membership Meeting.
6.8 COMPOSITION AND DUTIES OF BOARD OFFICERS: The officers of
the Board shall by President, Vice-President, Secretary and Treasurer.
a) The PRESIDENT shall be the chief officer of the NAWSA and shall
perform the duties of general supervision of the business and
affairs of the NAWSA. (S)he shall preside at all meetings of the
Board, and of the membership. (S)he shall sign in the name of
the corporation all documents or instruments which are necessary
and proper to be executed in the course of the corporation’s
business. (S)he shall be an ex-officio participant of all committees
appointed by the Board.
b) The VICE PRESIDENT shall, in the absence of or the incapacity
of the President, act in the capacity of the President.
c) The SECRETARY is subject to the ultimate will of the Board
and in compliance with the provisions of the bylaws:
-shall record the proceedings of all board and membership meetings.
If a meeting goes into closed session to deal with matters of
personnel, the secretary shall not take minutes except as shall
be ordered by the Board.
-shall insure that the members of the board receive a copy of
the minutes with 60 days of the meeting.
-shall be responsible for maintaining all official documents,
minute books, and such other matters entrusted to the secretary’s
keeping.
-shall see that all such documents are kept under proper care
and safekeeping.
-Shall ensure that a register containing the names and addresses
of all members is being properly kept and maintained by the Board.
-shall record and keep a permanent file of any letter ballots
received from the general membership.
-shall perform such other activities as may be set by the Board.
d) The TREASURER of the Board shall be responsible for the financial
administrative policies established by the Board and shall perform
the duties of supervision over the responsibility for the funds,
securities, receipts, and disbursements of the corporation. The
Treasurer is responsible for bringing any questionable expenditure
to the attention of the Board in a timely manner and shall see
that a timely record of the financial activity of the NAWA be
properly preserved. (S)he shall be empowered (without regard to
the will of the Board or the members ) to require from any director,
officer, staff worker, or associate of the NAWSA any financial
documents, reports, or statements giving such true information
as may be desired with respect to any and all financial transactions
of or with the corporation.
6.9 VACANCIES OF A BOARD OFFICE: Vacancies may occur during the
term of an office by death, resignation, removal, disqualification,
incapacitation, or otherwise. In the event such a vacancy does
occur, the office, with the exception of the President, shall
be filled at the time of the next Board meeting.
6.10 SUBORDINATE AGENTS AND ADVISORS TO THE BOARD: The Board may
appoint such other agents and advisors to the board as it may
deem necessary or advisable. The appointments shall be for such
period and with such authority, and for such compensation and
duties as the Board may determine. Such agents and advisors may
not be Board members, but may be required to participate in board
meetings.
6.11 COMPENSATION: Directors shall serve without compensation
except that they may be reimbursed for actual expenses incurred
in the performance of duties as a director or officer of the NAWSA
at the discretion of the Board.
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Article VII
BOARD MEETINGS
7.1 BOARD MEETINGS are held for
the purpose of conducting corporate business and shall be held
at least once a year. Board meetings may be held by personal attendance
of the Board members and/or by participation via conference call
or electronic media. The time of the meetings shall be set by
the President with the approval of the Board, the setting of the
time preferably occurring as one of the last items on the agenda
of the preceding Board meeting.
7.2 GENERAL NOTICE OF THE UPCOMING BOARD MEETINGS: Written notice
of the time and place of Board meetings shall be furnished to
all board members and ex-officio participants. This notice shall
be given at least 60 days prior to the meeting, and shall contain
a copy of the agenda.
7.3 QUORUM: A simple majority of the existing Board members (not
counting current vacancies) shall constitute a quorum.
7.4 NO proxies or absentee ballots may be used at any Board meeting.
7.5 ONLY BOARD MEMBERS may vote at any Board Meeting. The act
of a majority of the votes cast shall be considered an act of
the Board.
7.6 OPEN BOARD MEETINGS: Any individual, including a member of
the Association or the general public, may attend meetings of
the Board of the NAWSA. However, in order to address the board
or to comment to the Board, they must be recognized by the President.
7.7 CLOSED SESSIONS OF THE BOARD: The Board shall go into closed
session to deal with fiscal or personnel matters. Any non-board
member may be excluded by the Board during closed sessions.
7.8 ATTENDANCE BY BOARD MEMBERS AT BOARD MEETINGS: Absence of
any Board member from two consecutive meetings without notifying
the President or Secretary of the Board will be grounds for the
removal action on the part of the Board.
7.9 CONDUCTING BOARD MEETINGS: All meetings of the Board shall
be conducted by the President or Vice President, or in the absence
of both of the officers, by a member elected by the Board. These
meetings shall be conducted in accordance with the latest revised
edition of Robert’s’ Rules of Order except as otherwise
specified in these bylaws.
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Article VIII
COMMITTEES OF THE BOARD
8.1 EXECUTIVE COMMITTEE: The executive
committee consists of all officers of the Board. The President
shall act as chair of the meetings of this committee.
8.2 ESTABLISHMENT OF COMMITTEES: The Board may establish committees
to perform such duties and to have such powers as may be set by
the Board, and these committees shall assist the Board with specialized
tasks delegated to the committees. The role of the committees
shall be of an advisory and assisting nature. Each committee may
make its own rules of governing the conduct of its activities,
provided they are in compliance with the wishes of the Board.
Committees shall have no authority to exercise control over the
daily management or operation of the corporation. The Board shall
directly oversee all committees. Committees shall act through
the authority of the Board in compliance with the bylaws. A Board
member may serve on each committee. All committees shall be appointed,
dismissed, or restructured individually by the President with
the approval of the board. Any Committee member may resign at
any time, giving written notice to the Board. The acceptance of
that resignation shall not be necessary to make it effective.
The President, with the approval of the Board, shall have the
power to change the membership of any committee, to fill vacancies,
and to discharge any member of any committee.
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Article IX
BYLAW AMENDMENTS
9.1 PROPOSED BYLAW AMENDMENTS:
Proposed bylaw changes may be initiated by the Board or by petition
to the Annual Membership Meeting, signed by not less than 25%
of the members of the Association.
9.2 BYLAW AMENDMENTS: These bylaws may be altered, amended, or
repealed by the affirmative vote of two-thirds of the active membership
in good standing. Proper notification as noted above shall include
a clearly stated notice of what section of the bylaws is to be
deleted, changed, or added; and what the exact wording of the
desired change or addition shall be. No more than 30 days after
the Annual Membership Meeting, the Secretary of the Association
shall mail the proposed amendments and ballots to each active
member. Results of the balloting shall be counted by the Secretary
of the Association or such other person as designated by the Board,
and shall be kept in his or her custody for a period of time as
determined by the Board, and be subject to inspection at reasonable
times by any member of the Association. The membership shall be
promptly notified of the results of such balloting.
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Article
X
DISSOLUTION AND SUCCESSION
Upon dissolution of the North American
Wensleydale Sheep Association, the Board of Directors shall, after
paying or making provision for the payment of all liabilities
of the association, dispose of all assets of the association exclusively
for the purposes of the association in such manner, or to such
organization or organizations organized for charitable, educational,
or scientific purposes as shall at the time qualify as an exempt
organization under section 501 (c) (3) or the Internal Revenue
Code of 1954 (or corresponding provisions of any future United
States Internal Revenue Law) as the Board of Directors shall determine.
