2006 Revised By-Laws pdf

PURPOSE
The Cotswold Breeders Association is an organization to preserve and promote the breed, provide
registration for all purebred Cotswolds and provide information and support for mutual benefit of all
members and breeders.

This purpose will be accomplished through working by-laws of the organization, development of
breed standards and networking with membership and the sheep industry.


ARTICLE I
OFFICE

1.        Principal Office
The principal office of the association is hereby fixed and located in Manchester, Maryland.  The Board
of Directors is hereby granted full power and authority to change said principal office from one
location to another.  Any such change shall be noted by the Board of Directors but shall not be
considered an amendment of these By-Laws.

2.        Other Offices
The corporation may maintain other offices either within or without of the State of Arizona as
determined by the Board of Directors, where all business of the corporation shall be transacted.


ARTICLE II
MEMBERSHIP

1.        Annual meetings
The annual meeting of the members is to be held in conjunction with the National Cotswold Breeders
Association Show.
The next annual Cotswold Breeders Association Annual Meeting and Show shall be determined by
the Board of Directors and announced at the current meeting.
All meetings shall be conducted according to Roberts Rules of Order.  This shall govern all meetings
of the association, except in instances of conflict between said Rules of Order and Articles or By-
Laws of the association or provision of law.

2.        Special Meetings
Special meetings of the members may be called by the President or by a majority vote of the Board of
Directors.

3.        Notice of Special Meetings
The Secretary shall give or cause to be given written notice of the time, place and purpose of holding
each special meeting to each member at the respective address of said members as they appear on
the records of the corporation.

4.        Membership Dues
Member                $20 per year
Associate                $10 per year
Junior                        $ 5 per year

Membership is allowed one vote to enterprise or individual.   Juniors and associates are non-voting.
A member may have Junior status until the first January 1 after their 19th birthday.

New members will be allowed to prorate their membership for the first year as follows:
      January through March                $20
      April through June                        $15
      July through September                $10
      October through December        $ 5

5.        Annual Membership
Dues must be paid annually and are due on January 1 of each year.

6.        Privileges of Members, Junior, Associate and Honorary members
Members                Entitled to hold office
Associates                Shall be entitled to attend meetings
Juniors                        Shall be entitled to attend meetings
Honorary                        Shall be entitled to attend meetings
All members                Shall be entitled to receive the official publication

7.        Voting rights
Voting rights will include those members whose dues for the fiscal year are paid.
There shall be voting by proxy, in person or mail.  Only members who are in good standing as defined
in Section 2.02 are entitled to vote.  A partnership, corporation or estate may designate some officer
or manager to vote for the entity.

A prospective member shall complete an application for membership on a form provided by the
association and pay the annual membership fee for the current fiscal year.  Application for
membership shall be approved by the Board of Directors or an officer appointed by the board to
approve memberships.

8.        Termination of Membership
A membership shall terminate upon death, resignation, refusal by the Board of Directors to accept the
membership dues of any member, or when the member is no longer a sheep producer.
a.        A membership cannot be transferred.
b.        All rights and privileges of membership shall cease upon termination of membership or
refusal by the Board of Directors to renew a membership.
c.        In the event of nonpayment of dues as of January 1 of each year, a delinquent dues notice shall
be mailed to the Member, Junior Member and Associate Member at his or her address as shown on
the records of the association.  If the dues are not received by March 1, the member shall be
automatically dropped from the membership roll.
d.        Membership of a dropped member may be renewed by the filing of an application as in the
case of a new member.

9.        Quorum
At any meeting of the membership, the holders of a majority shall constitute a quorum for all
purposes, unless the representation of a larger group shall be required by law, by the Articles of
Incorporation, or by these By-Laws, and in that case the representation of the number so required
shall constitute a quorum.

10.        Registration
The Cotswold Breeders Association maintains permanent records of registrations and transfers of
Cotswold Sheep.  Before any lamb is registered, the application for registration is checked through
the records to insure that it is correct.  Incomplete, incorrect, and illegible applications may be
returned.  Only animals whose sires and dams are registered may apply for registration.  Application
for registration of animals should be presented to the Registrar on forms provided.  Applications for
Registration blanks are sent to breeders free of charge upon request.  The appropriate fee should be
sent with the registration request.  Upon receipt of the registration certificate, each breeder shall
permanently identify each animal by tattoo or eartag system and CBA strongly encourages a double
ID system since eartags can often be lost.  Canadian breeders may transfer or apply for new
registrations into the Cotswold Breeders Association flock book with an extended pedigree from the
Canadian Registry.
Registration within 6 months of birth                $2.50
Registration after 6 months of birth                    $2.50
Replacement certificates                                        $3
Corrections                                                                $5
Extended Pedigree                                                    $5
Rush jobs are 2X normal fees


ARTICLE III
DIRECTORS

1.        Power of Directors
The business, property and affairs of the corporation shall be managed, controlled and conducted by
the Board of Directors consisting of the President, Vice President, Recording Secretary, Treasurer,
and the Director from each region.

2.        Nomination of Directors
Nominations will open 180 days before the end of each year and will close 9/1 of each year.    
Nominees should submit their resume to be included in the quarterly newsletter.

3.        Election of Directors
The Board of Directors shall send a ballot with the list of candidates to the membership in a separate
mailing by November 1 and mailed back by member by December 1 to designated third party for
counting. Officers will assume duties on January 1 of the following year.  Ballots may be cast by mail,
proxy or in person.  A line for write-in candidates will be provided on all election ballots.  All ballots
shall be counted after December 1 by American Livestock Breeds Conservancy.  

Election of Director shall be by majority of votes cast within that region.  The Director receiving the
highest number of votes for their region shall be declared elected to the directorship at the annual
meeting.  Prompt announcement of the results of the election shall be given to the members via
newsletter or through a special mailing.

4.        Quorum
The presence of 50% plus one of the Board of Directors present shall constitute a quorum for the
transaction of business at any meeting of members.

5.        Regions and Regional Directors
Section 5.01        Directors, Number
The number of Directors shall be 5.  Selected (1) from each designated region:

Northeast: Connecticut, Maine, Massachusetts, New Hampshire, New Jersey, New York,
Pennsylvania, Rhode Island, Vermont,
Southeast: Alabama, Delaware, Florida, Georgia, Kentucky, Maryland, North Carolina,
South Carolina, Tennessee, Virginia, West Virginia
Central: Arkansas, Illinois, Indiana, Iowa, Kansas, Louisiana, Michigan, Minnesota,
Mississippi, Missouri, Nebraska, North Dakota, Ohio, Oklahoma, South Dakota, Texas,
Wisconsin, Canada
Northwest: Alaska, Idaho, Montana, Oregon, Washington, Wyoming
Southwest: Arizona, California, Colorado, Hawaii, New Mexico, Nevada, Utah
Other regions can be added as determined by the membership.
The Board may redistrict Regional areas every 5 years, if necessary, based upon population
changes, sheep management practices and showing interests of breeders in each particular area.

6.        Terms of Office
The term of office of Directors shall be two years.

7.        Meetings
Meetings of the Board of Directors shall be called and held as may be ordered by the Directors.

8.        Vacancy
Any vacancy in the Board of Directors caused by death, resignation or disability of a Director shall be
filled by appointment by Board for term of office.

9.        Fees and compensation
Directors shall receive no compensation for their services, but may receive reimbursement for
expenses as may be fixed by the resolution of the Board.

10.        Duties of regional Directors
Will serve as the Executive Board of Directors
Term will be two years  -  January 1 to December 31
Attend the annual meeting, if possible
May assume temporary duties of officers at annual meeting if those officers cannot attend
Act on Board policies without conflict of interest and in the best interest of association
Actively promote Cotswold Breeders Association
Welcome new members when notified
Represent Cotswold Breeders Association everywhere in the region possible, fairs, spinning and
weaving guilds, sheep field days, etc.
Organize regional shows
Turn in a regional quarterly report to CBA newsletter

Further suggestions:
Regional newsletter,
Act in advisory capacity for members,
Generate regional funds to help support regional fairs, conferences, and other functions where the
region may sponsor trophies or prizes
Work with state offices (4-H, FFA, National Wool Growers Association) to promote the Cotswold breed
Furnish publicity to local newspapers, organizations and publications
Resource for legislative actions

11.        Removal of director
A majority vote of membership of that region may remove that director.


ARTICLE IV
OFFICERS

1.        Officers
The Officers of the association shall be:
President, Vice President, Recording Secretary, Treasurer

2.        Election
The Officers shall be chosen annually by the membership by a ballot vote.  This vote may be cast in
person, by proxy or by mail.  The votes will be counted after December 1 by American Livestock
Breeds Conservancy.  Officers assume duties on January 1 of following year.  Term of office will be
two years.  Election protocol will be the same as for Directors but on a staggered basis, one year
Directors and the following year Officers, for continuity of organization’s leadership.  The term of
office for the Treasurer is 4 years to coincide with every other officer election.

3.        Removal and resignation
Any officer may resign or may be removed with or without cause by the Board of Directors at any time.  
Vacancies caused by death, resignation or removal of any Officer may be filled by appointment by the
Board of Directors or by the President until next election by members.

4.        Registrar
Registrar shall be appointed by Board of Directors and subject to review by that same group.

5.        Newsletter Editor
Newsletter editor shall be appointed by Board of Directors and subject to review by that same group.


6.        Officers and duties:

PRESIDENT
The executive officer of the Association, subject to the control of the Board of Directors
Shall have general supervision over the affairs of CBA
Preside at meetings of the Board of Directors and the Annual Meetings
Shall act as the public relations between the Regions of the Association
Be familiar with legislation that relates to the Association
Investigate grants and other possible moneys for promoting CBA
Create education information and CBA promotional literature to be used by the membership

VICE PRESIDENT
Assume the duties of the President in absence of that officer
Work with other Breed Associations
Make up an annual calendar of activities outside CBA related to:
Large sheep shows
Sales
Conferences
Schools, etc.
Overseer of promotional items, and other fundraising activities

RECORDING SECRETARY
Shall keep a book of minutes of all meetings of Directors and members

TREASURER
Shall keep the CBA financial books and funds
Allocate approved funds
Present a quarterly financial statement to the Board of Directors
Publish an annual financial statement to the membership

REGISTRAR
Act as registry for all CBA animals, registrations and transfers
Answer all correspondence that comes into the CBA principal office
Renew ads in publications
Shall receive and keep record of all new and renewed membership dues
Shall insure that all new members receive CBA membership package

NEWSLETTER EDITOR
Publish quarterly newsletter, always maintaining a positive image of the Cotswold Breeders
Association



ARTICLE V
MISCELLANEOUS

1.        Execution of Documents
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract
or execute any instrument in the name of and on behalf of the Association, and such authority may be
general or confined to specific instances; and , unless so authorized by the Board of Directors, no
officer, agent or other person shall have any power or authority to bind the Association by any contract
or engagement or to pledge its credit or to render it liable for any purpose to any amount.

2.        Inspection of By-Laws
The association shall keep in its principal office the original or a copy of these By-Laws, as amended
or otherwise altered to date, certified by the Board of Directors, which shall be open to inspection by
the members at all reasonable times during office hours.

3.        Construction and Definitions
Unless the context otherwise requires, the general provisions, rules of construction and definition
contained in the Arizona General Non Profit Corporation Law shall govern the construction of these By-
Laws.

4.        Corporate Seal
The corporate seal shall be in circular form, shall have inscribed thereon the name of the corporation,
the year of its organization, and the words “Corporate” and “Arizona”.  The seal shall be in the custody
of the Secretary.  If and when so directed by the Board of Directors, a duplicate seal may be kept and
used by such officer or other person, as the Board of Directors shall name.

5.        Negotiable Instruments
All checks, drafts, notes, or other obligations of the corporation shall be signed by two of the officers
of the corporation, or by such other person or persons as may be thereunto authorized by the Board of
Directors.


ARTICLE VI
AMENDMENTS

1.        New By-Laws and amendments
New By-Laws may be adopted, amended or repealed, or these By-Laws may be amended or
repealed.  All proposed changes or additions must be published at least 90 days before the annual
meeting in the newsletter and repeated in the ballot package.  A voting ballot will be sent before to the
annual meeting or when it becomes necessary during the year.  Votes may be cast in person, by
proxy or by mail.  All votes will be counted by American Livestock Breeds Conservancy or another
appointed third party group.  The amendment will pass if accepted by a majority of the votes cast.


The undersigned, the Secretary of the Corporation, hereby certifies that the foregoing By-Laws were
adopted by the Board of Directors of the Corporation as of the        day of           , 1996.

S/s         Julie A. Mangnall, Secretary


ATTEST:

S/s        Joyce South, President


August 2003 Revision
May 2006 Revision