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BYLAWS OF THE AMERICAN ROMNEY BREEDERS ASSOCIATION, INC.
ARTICLE I - OFFICESSECTION 1 Principal Office in Oregon The principal office shall be in the City of Corvallis, State of Oregon. SECTION 2 Other Offices The corporation may also have other offices both within and without
the state of Oregon. ARTICLE II - OBJECTThe objectives of the association are: to collect, preserve, and publish facts pertaining to the Romney sheep in the United States and Canada; to register and keep on file all records of registration and transfer of the breed in the United States and United States imported into the United States; and to further promote the interests of Romney Sheep Breeders. ARTICLE III - MEMBERSHIPSECTION 1 Eligibility Any resident of the United States of America or Canada who is interested in the Romney breed of sheep or who owns and breeds Romney sheep shall be eligible to become a member of the association. SECTION 2 Applications Any person, farm or company desiring membership shall pay the current membership fee. Then, said applicant shall be admitted as a member. Application must be made in writing to the Secretary. SECTION 3 Dues Annual dues shall be based on a fiscal year. The annual fee shall be set by the board payable November 1 through January 31. Increased amounts are to be set by the board. SECTION 4 Status There shall be five (5) classes of memberships which shall be Active, Life Time, Honorary, Associate and Junior. Active Membership is limited to members of the association who own, breed and register Romney sheep in the association Flock Book. Life Time and Honorary memberships are bestowed by the Board of Directors. Associate Membership is open to those otherwise eligible but not owning, breeding and registering Romney sheep in the association Flock Book. When an active member ceases to be an owner or breeder or ceases to register sheep in the association Flock Book for two (2) consecutive years, the member shall automatically become an Associate Member, and the Secretary shall remove this name from the Active Membership list. An Associate Member who becomes eligible to Active Membership may have the classification changed by application to the association. Junior Membership has all the privileges and responsibilities of an Active Member, except voting. They shall not have reached their twenty-first (21) birthday on show day. SECTION 5 Voting Active and Life Time Members shall be entitled to vote. Honorary, Associate and Junior Members shall not be entitled to vote. SECTION 6 Suspension and Expulsion of Members Any member who does not keep adequate records or who
for any reason refuses to furnish a certificate properly
transferred
when a sale
is made, or
who is found guilty of fraud or willful misrepresentation,
shall be suspended by the Board of Directors until
the next board meeting,
when
the matter
shall be preferred in writing to the Board. If the
matter is
sustained by two-thirds of members present, that
member shall be expelled
and that member shall not be entitled to a refund
of any membership fee.
A member
who is expelled shall lose all rights including cancellation
of any registrations made during the suspension period. ARTICLE IV - MEETINGSSECTION 1 Time and Place of Annual Meeting The Annual Meeting of members shall be held at Corvallis, Oregon, or in some other place within or without the State of Oregon as may be designated by the Board of Directors. The Annual Meeting will be held at a time to be determined by the Board of Directors and announced at the preceding Annual Meeting. At the Annual Meeting the members shall transact any business which is properly brought before the meeting. The Secretary shall give not less than fifty (50) days notice to the members of the association concerning the time, place, and agenda of the annual meeting. Planning the agenda for the Annual Meeting shall be the responsibility of the President and other members of the Board of Directors serving prior to the Annual Meeting. SECTION 2 Calling Special Meetings Special meetings of the members may be called by the President, by a majority of the Directors, or by members owning a majority of the voting memberships. SECTION 3 Notices of Special Meetings Written notice of special meetings of members stating time, place, and object thereof shall be given to each member entitled to vote at least fifty (50) days before the date fixed for the meeting. The notice shall be delivered personally or mailed to the members at their addresses appearing on the records of the association. Notice shall be considered to be given at the time it is mailed. SECTION 4 Quorum At all member meetings, those members present or represented by proxy shall constitute a quorum and shall be necessary for the transaction of the business of the corporation. SECTION 5 Vote Required for Action Whenever an express provision of the laws of the State of Oregon requires the vote of a certain proportion of members, that provision governs even if noted after the fact. In all other cases when a quorum is present at a meeting, the vote of the members of a majority of the voting membership present in person or represented by proxy shall decide the question. SECTION 6 Proxies At any meeting, members may be represented by proxy, but such proxy shall be in writing, subscribed by such member and filed with the Secretary at or before the time the vote is tendered. The Secretary shall mail proxies to each Active Member not less than fifty (50) days prior to the Annual Meeting. The proxies will include the nominees for membership on the Board of Directors all with instructions for write-in candidates at the member’s initiative. All marked proxies shall be received by the Secretary not later than fifteen (15) days prior to the Annual Meeting. Voting by proxy is limited to voting for candidates for offices and any specific issues which are listed on the proxy. SECTION 7 Voting Each voting member shall be entitled to one (1) vote per active membership or lifetime membership. Voting for directors and officers will be by proxy only. Proxy ballots will be counted by an appointed committee before the called Annual Meeting. ARTICLE V - DIRECTORSSECTION 1 Number and Election of Members of the Board of Directors The Board of Directors shall consist of eleven (11) Directors who shall be Active Members of the association. Except under the circumstances provided for in Section 2 of Article V, the Directors shall be elected at the annual meeting of the members. The Board of Directors shall consist of the President, Vice-President, three (3) Directors-at-Large and six (6) District Directors (one from each of the six designated geographical areas). Each Director shall hold office until his successor is elected and qualified. Provided, however, that the number of Directors may be amended from time to time by amending the bylaws as provided herein. The President, Vice-President and three (3) Directors-at-Large shall be elected by the entire voting membership. Each of the six (6) District Directors shall be elected by the voting members of that district. The term on the Board of Directors for the President and Vice-President shall be for a period of two (2) years. The term on the Board of Directors for the six (6) geographical District Directors shall be two (2) years. Elections for “odd” numbered districts will be held in “odd” numbered years and “even” districts will be in “even” years. The term on the Board of Directors for the three (3) Directors-at-Large shall be three (3) years with one (1) office being filled each year in rotation. Members of the Board of Directors shall succeed themselves in the same position on the Board of Directors only once. SECTION 2 Vacancies Vacancies occur in the Board of Directors when a director dies or resigns or a Director fails to attend three (3) consecutive meetings of the Board of Directors (excluding meetings by teleconference). Vacancies in the Board of Directors may be filled from the Active Membership of the association as appointed by the remaining Directors. Vacancies in office for any of the six (6) geographical District Directors shall be filled by an Active Member from that geographical area. SECTION 3 Nominating Procedures The candidates for the offices of President, Vice-President and the three (3) Directors-at-Large shall be nominated by a committee of three (3) persons. This committee shall be appointed by the President. Each position must have a minimum of two (2) nominees. The candidates for the office of District Director shall be nominated by a committee of persons selected by the District Director. The candidates shall come from the district where they reside. Each position must have a minimum of two (2) nominees. If no nominations are received from a district by the prescribed time, the committee appointed by the President shall assume responsibility for the nominations. Nominations must be received by the Secretary no later than 90 days prior to the scheduled date of the Annual Meeting. All nominees must be Active Members of the association, and it is necessary that they have been contacted by the nominating function and have agreed to be nominated and to serve if elected. SECTION 4 Authority of the Board The general management of the business of the corporation shall be vested in its Board of Directors. Said Board shall have the power to make rules and regulations not inconsistent with the laws of the State of Oregon and the bylaws of this corporation for the guidance of its officers and employees and for the transaction of the business of the corporation, and generally to exercise all powers necessary for the transaction of the corporation’s business. SECTION 5 Meetings of the Board of Directors The Board of Directors elected at any Members Meeting shall qualify and organize immediately thereafter and shall thereupon hold its meetings and shall elect the Secretary and Treasurer of the association and such other officers as they deem advisable. Thereafter, the Board of Directors shall hold special meetings whenever called by the President or by any three (3) Directors. Notice of meetings may be given by the person or persons calling the meeting or by the Secretary. SECTION 6 Quorum Not less than a majority of the Directors shall
constitute a quorum at all meetings of
the Board. The act of
the majority of the Directors
present
at any meeting at which there is a quorum
shall be the act of
the Board except in cases where a statute
of the State of Oregon or
these bylaws
specifically provide otherwise. ARTICLE VI - WAIVER OF NOTICEWhenever any notice is required to be given under the provisions of the statutes of the State of Oregon or by these bylaws, a waiver there of in writing signed by the person or persons entitled to such notice shall be deemed to be equivalent of such notice. The waive may be executed either before or after the time of the meeting and need not state the purpose of the meeting. ARTICLE VII - OFFICERSSECTION 1 Prescribed Officers, Selection The officers of the corporation shall be a President, Vice-President, Secretary and Treasurer. The President and Vice-President shall be elected for a term of two (2) years by the Active Members of the association. The Secretary and Treasurer shall be elected annually by the Board of Directors. If any office becomes vacant, it may be filled at any time by the Board of Directors. SECTION 2 Other Officers The Board of Directors may appoint such other officers and agents as it deems necessary. Such officers and agents shall hold their offices for such terms and with such powers and duties as the Board determines from time to time. SECTION 3 Duties of the President The President shall preside at all meetings of the Members and all meetings of the Directors at which he may be present and shall call meetings of the Members and the Directors when deemed by him advisable. Subject to the authority and direction of the Board of Directors, he shall have general and active management of the association and shall see that all orders and resolutions of the Board of Directors are carried into effect. SECTION 4 Duties of the Vice-President In the absence or disability of the President, the Vice-President shall exercise all the functions of the President and shall perform such other duties as may be assigned to him by the Board of Directors. SECTION 5 Duties of the Secretary The Secretary shall keep records of all proceedings of the association and of the Board of Directors. The Secretary shall have charge of all books and papers of the association, enter the pedigrees of all sheep accepted for registration and file all documents in reference to pedigrees concerned with registration. Such records shall be open for inspection of any Active Member. SECTION 6 Duties of the Treasurer The Treasurer shall keep all funds of the association
deposited with a bank satisfactory to the Board
of Directors, and
all bills must
be paid with vouchers on said bank. At the request
of the Board of Directors,
the Treasurer shall give bond sufficient to protect
the funds of the association, at the expense of
the association. ARTICLE VIII - PEDIGREESPedigrees presented and passed upon by the Secretary and meeting the necessary requirements of the rules shall be accepted for registration. Only Romney sheep of pure breeding shall be accepted for registration. Applicants for registry must furnish facts and data satisfactory to the Secretary and Board of Directors as to the purity of the breeding and authenticity of the data. All sheep not born in the United States must first be recorded in the respective foreign Flock Book. Offspring of such sheep will not be accepted for registration in the American Romney Breeders Association unless both parents are recorded in the respective Flock Book of the country of origin. Any breeder questioning the parentage of any animal may request the
American Romney Breeders Association to verify the animal’s parentage. A
fee of $150.00 must accompany the request. Parentage is to be determined
by DNA testing. The inquirer forfeits the $150.00 and pays all additional
costs if the parentage is determined to be correct. The person who represented
the parentage pays all DNA testing expenses if the parentage is found
to be in error, and the $150.00 is returned to the inquirer. ARTICLE IX - REGISTRATIONSSECTION 1 Applications Application for registry of animals must be presented to the Secretary on blanks provided therefore, by the end of the calendar year following the year of birth. SECTION 2 Fees Fees for registrations and transfers will be determined by the board. The amount of the registration fees must accompany the application. Remittance should be made by check, bank draft or money order made payable to the American Romney Breeders Association, Inc. SECTION 3 Lateness If the application
for registry is received after the end of the next calendar year following
date of birth or one (1) year
after date of
importation of the animal, said animal shall not be accepted
until specifically recommended
by the President and Secretary as a special consideration,
and then, only upon the payment of an additional registration
fee. ARTICLE X - REGISTRATION DATASECTION 1 Sheep It is required when presenting application for registration of sheep bred in the United States or Canada that there be given the name and registration number of the sire and dam, the sex, year, month and day of birth. SECTION 2 Breeder The breeder (owner of the dam at the time of service) must sign the application. SECTION 3 Ownership When the dam of any sheep presented for registry is not shown by the records to be properly transferred to the party making the application, such sheep shall not be recorded until the proper transfer has been made or certified information has been furnished the Secretary. SECTION 4 Designation It is necessary that sheep be designated by the flock name
or character and the number, such as “Smith 33”, “Rugg 67”,
or “Canfield 40”, etc. This identifying information must
be placed in said sheep’s ear either on an ear tag or by tattoo. ARTICLE XI – IDENTIFICATIONSECTION 1 Sheep When registration applications are approved, the Secretary shall assign the registration number and produce a certificate of registration showing the corresponding number. SECTION 2 Certificates In the case of loss of the Certificate of Registry, the Secretary
may issue a duplicate from the records. The word “DUPLICATE” and
date of issue shall be plainly marked on the face thereof at a cost of
$2.00 each. ARTICLE XII - TRANSFER AUTHORITYLegal
transfers must be signed by the Secretay on the back of the Certificate
of Registry, the fee for transfers will be determined by the board. ARTICLE XIII - WAIVER AUTHORITYThe Board of Directors shall have the authority to deviate from any of these Bylaws if by unanimous vote such action is deemed advisable. ARTICLE XIV - ARBA DISTRICTSSECTION 1 Designation Geographical districts will be defined. There shall be six (6) comprised of comparable sized (member population) contiguous groups of states so that all American Romney Breeders Association members will belong to a specific district and be allotted one vote toward election of the “District Director”. SECTION 2 District Director The District Director elected by each district will be included in the Board of Directors. SECTION 3 Definition Definition of districts is controlled by the Board of Directors
and may be changed by two-thirds vote of the Board of Directors.
SECTION 1 Amendments The Bylaws may be altered or amended at a meeting of the Board of Directors by a vote of two-thirds of the total Board of Directors or by a majority vote of the membership at an Annual Meeting. SECTION 2 Alterations Articles 1, 2, 3, 8, 9, 10, 11, 12, and 14 may be changed by the
majority vote of the Board. KNOW BY ALL MEN BY THESE PRESENTS: That we, the undersigned, do hereby certify that the above and foregoing Bylaws were duly adopted as the Bylaws of said corporation on the 21st day of August, 2004, and the same do now constitute the Bylaws of said corporation as amended. ATTEST: /s/ Sue Barker, president /s/ Jean Kamenicky, secretary Last updated: 11/5/2006 All membership questions and Association business should be sent to the ARBA Secretary, Jean Kamenicky, at secretary@americanromney.org. This includes any comments on this web site or suggestions for content. Copyright © 2000-2008 The American Romney Breeders Association, Inc. |
