Bylaws

ARTICLE I – OFFICES

SECTION 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 – OBJECT

The 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, transfers, and imports of the breed in or to the United States and Canada; and to further promote the interests of Romney Sheep Breeders.

ARTICLE III – MEMBERSHIP

SECTION 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. Members joining the Association for the first time after July 1 of the current year, will have their dues prorated. Changes in fees 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 eighteen (18) years of age or older who own, breed or register Romney sheep in the association Flock Book and who pay their dues as outlined in Article III section 3. Life time and Honorary memberships are bestowed to individuals by the Board of Directors. Associate Membership is open to those otherwise eligible but not owning, breeding or registering Romney sheep in the association Flock Book. 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. Members 18 through 20 years of age who choose to be active members will retain their junior status for the purpose of showing.

SECTION 5 Voting

Active members eighteen (18) years of age or older and Lifetime 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 – MEETINGS

SECTION 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. Per OR 65.214, notice shall be given to all voting members at least 50 days prior to any vote required for action.

SECTION 6 Proxies

At any membership meeting, members will be represented by proxy only, 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. Any member may bring up items for new business at the Annual Meeting, but unless these items are presented at least 50 days prior to the meeting, thereby being included on the agenda, they will be voted on in a subsequent meeting. The Secretary shall mail proxies to each Active Member not less than fifty (50) days prior to the Annual Meeting. The proxies will include any specific issues, and 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.

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 – DIRECTORS

SECTION 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 installed 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, resigns, fails to attend three (3) consecutive meetings of the Board of Directors (excluding meetings by teleconference) or fails to maintain an active membership. 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 comprised of three (3) District Directors. This committee shall be appointed by the Board of Directors. This group should nominate at least two (2) nominees for each position.

The candidates for the office of District Director shall be nominated by a committee comprised of three (3) Directors at Large. The candidates shall come from the district where they reside. The committee may seek the advice of the current District Director. Each position should have a minimum of two (2) nominees.

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 installed at the annual 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 Director’s meetings whenever called by the President or by any three (3) Directors. Notice of such 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 NOTICE

Whenever 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 – OFFICERS

SECTION 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. At any time the Secretary and Treasurer may be terminated by a majority vote of the entire Board of Directors. The Secretary and Treasurer shall have reporting responsibilities to the President.

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 the Board of Directors. The Secretary shall have charge of all books and papers of the association. 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.
An auditing committee of two (2) or more members shall be appointed by the President prior to the Annual Meeting, who shall audit, or cause to be audited, the accounts of the Treasurer and report their findings to the Annual Meeting.

ARTICLE VIII – PEDIGREES

Pedigrees 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.

At the time of application, a non-refundable additional fee will be required to register sheep recorded only in other domestic flock books . Such fee will be determined by the Board of Directors. The additional fee is to cover costs of verification back to ARBA’s flock book.

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 – REGISTRATIONS

SECTION 1 Applications

Application for registry of animals must be presented to the Registrar on ARBA approved forms 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. and sent with the application to the registrar.

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.

No animal bred in the United States or Canada shall be accepted for registration after it is two (2) years old unless in the opinion of the Board of Directors the case merits special consideration. No imported animal shall be accepted for registration after two (2) years from the date of importation into the United States or Canada unless in the opinion of the Board of Directors the case merits special consideration.

ARTICLE X – REGISTRATION DATA

SECTION 1 Sheep

When presenting application for registration of sheep bred in the United States or Canada, the registrar must be given a fully completed ARBA registration form. Dam and Sire must be traced back to the ARBA flock book or the flock book of the foreign country of origin.

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 animals identifying number, such as “Smith 33”, “Rugg 67” or “Canfield 40” etc. This information must be placed in said sheep’s ear either on an ear tag or by tattoo.

ARTICLE XI – IDENTIFICATION

SECTION 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 Registrar 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 (to be determined by the Board)

ARTICLE XII – TRANSFER AUTHORITY

Legal transfers must be signed by the Secretay on the blank space on the back of the Certificate of Registry, the fee for transfers will be determined by the board.

ARTICLE XIII – WAIVER AUTHORITY

The 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 DISTRICTS

SECTION 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.

DISTRICT	STATES
1: NEW ENGLAND	CT, MA, ME, NH, RI, VT, E. CANADA (Quebec, New Brunswick, Prince Edward Island, Nova Scotia and Newfoundland and Labrador)
2: MID-ATLANTIC	DC, DE, NJ, NY, MD, PA
3: NORTH-MID STATES	IL, IN, IA, MI, MN, NE, ND, OH, SD, WI, CENTRAL CANADA (Saskatchewan, Manitoba and Ontario)
4: OREGON	OR
5: PACIFIC	AK, AZ, CA, CO, HI, ID, MT, NV, NM, UT, WA, WY, W. CANADA (British Columbia and Alberta)
6: SOUTH-MID STATES	AL, AR, FL, GA, KS, KY, LA, MO, MS, NC, OK, SC, TN, TX, VA, WV

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 who have been notified of the agenda a minimum of 60 days prior to the meeting per ORS 65.214 and ORS 65.437.

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 20th day March 2010, and the same do now constitute the Bylaws of said corporation as amended.

ATTEST:

/s/ Cindy Cieciwa, President

/s/ Christiane Payton, Secretary

Updated 4/10/2011