bbsai by-laws
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Article I. Name
The name of the association shall be Barbados Blackbelly Sheep Association
International and shall, when required, be abbreviated as BBSAI.
Article II. Incorporated
The Barbados Blackbelly Sheep Association is registered with the State
of Missouri as a non-profit corporation.
Article III. Purpose
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To raise, preserve, improve, promote and publish facts
pertaining to American Blackbelly (horned) and Barbados Blackbelly (polled) sheep.
- To register and keep on file all records of registrations and transfers
of American Blackbelly and Barbados Blackbelly sheep in the United States.
- To support and promote the interests of American Blackbelly and Barbados Blackbelly
sheep breeders.
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To work together and exchange information and ideas that
will be helpful in raising and preserving American Blackbelly and Barbados Blackbelly
sheep.
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To improve the genetics of each generation of sheep,
including artificially inseminated sheep.
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To develop better markets.
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To sponsor shows and sales and to involve our youth in
every part of sheep production.
Article IV. Membership
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Eligibility—Anyone is eligible for membership
who is interested in, promotes, owns, or breeds American Blackbelly or Barbados Blackbelly
sheep.
- Applications—An individual (for themselves or their farm
and/or family) shall make application and pay all appropriate membership dues
to the Secretary of BBSAI. After the application and dues are processed, the
BBSAI Secretary will issue a Certificate of Membership and Flock Number and
notify the individual that the membership is approved. The BBSAI Secretary
will furnish membership application forms to anyone interested, or the forms
can be downloaded from the BBSAI website at http://www.blackbellysheep.org.
- Status—There shall be five types of membership: Lifetime,
Family, Regular, Associate, and Youth.
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A Lifetime membership will be offered and will be
entitled to one vote and be eligible to hold one office.
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A Family membership will be offered for two people
that join as a team. The membership will be entitled to one vote and
one person will be eligible to hold one office.
- A Regular membership will be offered and be entitled to one vote and
be eligible to hold one office.
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An Associate membership will be offered for sponsors
and persons interested in supporting the BBSAI. An associate member
will have no voting privileges and may not hold office.
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A Youth membership will be offered to individuals
who are 18 years of age or younger and who own, breed, and register
Barbado or Barbados Blackbelly sheep. A youth member has no voting privileges
and may not hold office.
- Previous membership types in the Association will be honored and grandfathered
into the new membership categories, effective July 15, 2005.
- Terms and Renewal—The calendar year for all memberships
is July 15 through July 14. An active member is an individual who has applied
to the BBSAI for membership and paid the appropriate membership dues. To maintain
an active membership status, membership must be renewed and all appropriate
dues paid no later than June 30 of each year. Expired memberships may be made
active by reapplying for membership and paying the appropriate membership
dues. Memberships are not transferable.
- Suspension and Expulsion of Members and their Membership—Any
member who for any reason refuses to furnish a transfer of ownership certificate
when a sale is made or who is found guilty of fraud or willful misrepresentation
shall be suspended by the President until the next membership meeting. Likewise,
any member knowingly attempting to register sheep that do not meet BBSAI breed
standards shall be suspended by the President until the next membership meeting.
At that time, the matter shall be documented in writing. If the matter is
sustained by a majority vote of the members present, the member shall be expelled
and the member shall not be entitled to a refund of any membership dues and/or
fees. An expelled member shall lose all rights, and any registrations made
during the suspension period shall be cancelled.
- Fees—All fees can be found in the Standing Rules to the
By-Laws.
Article V. Meetings
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Annual Membership Meeting—The Officers
and Directors, on an annual basis, will determine the time and location
of the Annual Membership Meeting. Written notice of such meeting shall be
mailed or emailed to each member at his or her address of record not less
than 45 days prior to such meeting. The notice shall contain the time, date,
place, and agenda of such meeting and shall be considered given at the time
it is postmarked or emailed. At the Annual Membership Meeting, the active
members shall elect the Directors of BBSAI and transact any other business
that is properly brought before the meeting. Anyone wishing to put a topic
on the agenda must notify the BBSAI Secretary in writing 30 days before
the date of the Annual Membership Meeting. Planning the agenda for such
meeting shall be the responsibility of the President and other members of
the Board of Directors serving prior to the meeting.
- Special Meetings—Special meetings of the membership may
be called by the President, or by a majority of the Directors, or by members
owning a two-thirds majority of the active membership. Written notice of such
meeting shall be mailed or emailed to each member at his or her address of
record not less than 45 days prior to such meeting. The notice shall contain
the time, place, and agenda of such meeting and shall be considered given
at the time it is postmarked or emailed. Planning the agenda for such meeting
shall be the responsibility of the President and other members of the Board
of Directors serving prior to the meeting.
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Quorum—At all annual and special membership
meetings, those active members present or represented by proxy shall constitute
a quorum and shall be sufficient for any transaction of business.
- Voting—Voting for Directors shall be by ballot. Marked
ballots shall be counted by the Secretary, or by a committee appointed by
the President, at the Annual Membership Meeting. At any membership meeting,
active members may be represented by proxy, but such proxy shall be in writing,
signed by such member, and filed with the Secretary before the vote is tendered.
- Ballots—The Secretary shall mail a ballot to each active
member at his or her address of record not less than 45 days prior to the
Annual Membership Meeting. Such ballot shall include the nominees for membership
on the Board of Directors with instructions for write-in candidates at the
member's initiative. Marked ballots shall be returned to the Secretary postmarked
not less than 15 days prior to the Annual Membership Meeting in order to be
counted.
- Rules—Membership Meetings shall be conducted in accordance
with Roberts Rules of Order or such other rules as the membership shall adopt,
but no rule change will be effective until the next subsequent meeting after
passage of the change.
Article VI. Directors
- Powers—The general business of the BBSAI shall be conducted
and managed by a Board of Directors. Said Board shall have the power to make
rules and regulations for the guidance of its Officers and members and for
transaction of the business of the BBSAI. The Board of Directors, by resolution,
may delegate to committees and ad hoc committees.
- Duties—Every Director shall discharge his or her duties
in good faith with a view to the interests of the BBSAI. Every Director shall
participate in all meetings of the Board of Directors, including informal
discussions, email discussions, telephone conferences, and any other meetings
in which BBSAI business is transacted.
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Election and Composition of Board—At
each Annual Membership Meeting of the BBSAI, the membership shall elect
Directors to hold office until the next Annual Membership Meeting or until
the election and qualification of their respective successors. The number
of Directors shall be five but such number may be increased as the Directors
see fit, provided that the number of Directors shall never be less than
five.
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Term—The term of a Director shall be
one year. A Director may serve for any number of consecutive terms. It is
recommended that the terms of the directors be staggered so that at any
time the Board consists of members who have served at least one year on
the Board as well as new members serving their first term.
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Resignation; Removal; Vacancies—Any
Director may resign at any time by giving two months written notice to the
President of the Board of Directors. Any Director may be removed by a majority
vote of the remaining Directors. Failure of a Director to participate in
three consecutive meetings shall constitute a resignation from the Board
of Directors, unless such absences are excused by the Board of Directors.
If a vacancy occurs in the Board of Directors, any Director still serving
may be elected, by a majority vote of the remaining directors, to fill the
vacancy for the unexpired portion of the term.
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Conflict of Interest—No Director shall
vote on any issue that may result in a direct monetary benefit to said Director,
said Director's family, or to any business in which said Director has a
direct or indirect interest.
- Annual Meeting—As soon as practicable after each Annual
Membership Meeting, the newly elected Directors shall meet for the purpose
of electing officers and the transaction of other business, and if a quorum
of the Directors be then present, no prior notice of such meeting shall be
required to be given.
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Regular Meeting—The Board of Directors
may establish a schedule for regular meetings.
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Special Meeting—Special Meetings of the
Board of Directors may be called by the President or the Secretary and must
be called by either of them on the written request of any two members of
the Board.
- Notice of Meetings—Notice of all Directors meetings, except
as herein otherwise provided, shall be mailed or emailed not less than 15
days prior to the meeting. The notice shall be sent to each Director at his
or her postal or email address of record. Such notice must include any materials
necessary for the next meeting. At any meeting at which every Director shall
be present, even though without notice, any business may be transacted.
- Quorum; Voting—At all meetings of the Board of Directors,
a majority of the Directors shall be necessary and sufficient to constitute
a quorum for the transaction of business. The act of a majority of the Directors
present at any meeting at which there is a quorum shall be the act of the
Board of Directors. If at any meeting there is less than a quorum present,
a majority of those present may adjourn the meeting without further notice
to any absent Director.
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Informal Action by Directors—Any action
required to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if a written consent to
such action is signed by all members of the Board or of such committee,
and such written consent is filed with the minutes of the proceedings of
the Board or committee.
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Telephone/Electronic Meeting—Members
of the Board of Directors or a committee of the Board may participate in
a meeting by means of a conference telephone call, or by other electronic
means, if all persons participating in the meeting can hear each other or
read each other’s comments at the same time. Participation in a meeting
by these means constitutes presence in person at said meeting. The cost
of such meetings shall be borne by the participating Directors.
Article VII. Officers
- Officers—The Officers of the BBSAI shall be a President,
a Vice President, a Secretary, and a Treasurer. Any two offices may be held
by the same person, provided that the President shall not also serve as Vice
President. Other Officers with such powers and duties not inconsistent with
these By-laws may be appointed by the Board of Directors.
- Resignation; Removal; Vacancies—Any Officer may resign
at any time by giving two months written notice to the President or the Board
of Directors. Any Officer may be removed from office at any time, in accordance
with these By-laws. In case any office of the BBSAI becomes vacant, the Board
of Directors by majority action may select an Officer to fill such vacancy.
The Board may waive the two-month written notice allowing any Officer’s resignation
to be effective immediately.
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President—The term of the President
shall be three years. The President may serve for any number of consecutive
terms. It is recommended that the President not serve more than two consecutive
terms. The President shall preside at all meetings. The President signs
all contracts and other instruments of BBSAI. The President supervises the
affairs of BBSAI according to and subject to the By-laws and performs such
other duties as assigned. The President appoints Chairpersons of the various
committees with the approval of the Board. The President, also with the
approval of the Board, creates ad hoc committees when deemed necessary.
- Vice President—The term of the Vice President shall be
for three years. The Vice President may serve for any number of consecutive
terms. It is recommended that the Vice President not serve more than two consecutive
terms. The primary duty of the Vice President shall be to assist the President
and perform all duties of the President in his or her absence and such other
duties as the Board of Directors imposes. If the Vice President is assuming
Presidential duties, then she or he has no vote in the Board of Directors'
proceedings except to break a tied vote.
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Secretary—The term of Secretary shall
be for three years. The Secretary may serve for any number of consecutive
terms. The Secretary shall be the corresponding and recording member of
BBSAI. The Secretary issues notice of all meetings the By-laws may require,
keeps the minutes of the meetings, and signs, with the President, all instruments
requiring his or her signature, and performs such other duties the Board
of Directors may require. The Secretary shall maintain the BBSAI’s book
of registry and keep the BBSAI flock numbers and records of transfers, memberships,
and registrations up to date. The Secretary shall work jointly with the
Treasurer to keep a current membership list.
- Treasurer—The term of the Treasurer shall be for three
years. The Treasurer may serve for any number of consecutive terms. The Treasurer
shall be the BBSAI’s chief fiscal and financial member. The Treasurer shall
collect all fees, dues, and other monies due the BBSAI and shall pay the bills,
reporting the same in detail at each regular meeting of the Board of Directors
and the membership. Receipts and invoices must evidence all expenditures.
The Treasurer shall keep the books up-to-date and open for inspection upon
the reasonable request of any Board member. The Treasurer shall provide a
written report of the BBSAI’s financial status when requested by the Board.
The Treasurer shall work jointly with the Secretary to keep a current membership
list.
Article VIII. Amendments and Alterations
These By-laws may be altered or amended at a meeting of the Board of Directors
by voting as outlined in Article VI, Section K, or at any membership meeting
by a majority vote of the active membership of the BBSAI by mailed secret
ballot. Such ballot shall be mailed to each active member at his or her postal
or email address of record not less than 45 days prior to such meeting. Marked
ballots shall be returned to the Secretary and postmarked not later than 15
days prior to the meeting in order to be counted.
Article IX. Dissolution
Upon dissolution, after all debts have been satisfied, the remaining assets
of the BBSAI shall be distributed to an organization(s) as determined by the
Board of Directors.
Article X. Book of Registry
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The BBSAI shall maintain a book of registry.
- The BBSAI’s book of registry is an “open book registry.” A sheep may be
registered even if its dam and sire are not registered as long as it meets
BBSAI breed standards.
- An application shall be submitted for each sheep and include a photo of
the sheep being registered. The photo may be submitted by U.S. mail or electronically
by email.
- A member must be in good standing and all dues paid to register sheep.
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No sheep shall be registered unless it meets the association’s
breed standards, without exception.
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In order to preserve records of a bloodline, a sheep
that does not comply with all the breed standards but that is related to
a registered sheep may be entered as Tracked. Tracked sheep cannot be registered.
An application shall be submitted for each sheep registered as Tracked.
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Registering an animal does not improve the quality of
the animal, but documents the animal's quality and that of its offspring.
Sheep that do not meet the standards for registry, but could bear a registerable
sheep, can be recorded as Tracked. The Association will not compromise the
standards for the breed by making exceptions.
Article XI. Registrations
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Registration Application—Applications
for registration of sheep and fees must be made to the Secretary and all
required information must be furnished in accordance with the type of registration
being requested.
- Breeder—The breeder is the owner of the ewe at the time
of service. The breeder must sign the Sheep Registration Form. When the breeder
is not the owner of the ram servicing the ewe, the breeder must submit a Certificate
of Ram’s Service, signed and dated by the owner of the ram when registering
any lambs from such a mating.
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Ownership—When a sheep is presented
for registration or tracking and is not shown by the records to be properly
transferred to the party making the application, such sheep shall not be
registered until the proper transfer has been made to the BBSAI Secretary
and all fees paid to BBSAI.
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Breeder Identification—The Secretary
will assign a flock identification number to each member. This identification
will consist of three letters of the breeder’s choice and approved by the
Secretary. This flock identification code will be referenced on BBSAI paperwork
including, but not limited to, sheep registrations and membership certificates.
- Registration Numbers—Registration numbers will be assigned
by the Secretary. A sheep’s registration number will consist of the flock
identification code; the birth month and year of the sheep, and a sequential
association number. Rams registered prior to January, 2005, may display a
“P” or “H” after the registration number indicating if the ram is polled or
horned.
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Ear Tags/Tattoos—All sheep to be recorded
shall have been identified by means of an eartag with the animal’s name
or identification number. Animals, when approved, will have a BBSAI registry
number assigned and a Certificate of Registration issued to the owner. The
animals shall be known and identified by the private identification name
or number supplied to the BBSAI by the owner at the time of registration.
The assigned registration number will be recorded.
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Transfers—Transfers will be the original
registration paperwork and will indicate the transferred information on
the back.
- Fees—All fees are defined in Standing Rules to the By-Laws,
which shall be made available by the Secretary. All fees must accompany the
be paid by check, bank draft, or U.S. money order in U.S. dollars; and be
payable to the BBSAI.
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