ST. THOMAS BYLAWS
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Article 1, Section 1: The name of the Corporation shall be
St. Croix Hair Sheep Breeders International Association, Inc.
Registered Trade Name: St. Thomas Hair Sheep Breeders of North America
Article 1, Section 2: The principal office of the Corporation shall be located at
Goldendale, Klickitat County, Washington.
Article 1, Section 3: The registered agent and Parliamentarian for said Corporation
shall be John Grimes, and the registered office of the Corporation shall be
Goldendale, Klickitat County, Washington.
ARTICLE I, Section 4: The fiscal year of the Corporation shall begin on April 1 and end
on March 31 of the following year. This schedule allows for all necessary annual audits
to be completed before June 1 of any given year. Such audits are to be presented at the
Annual Meeting and be entered into the Minutes of that said meeting.
ARTICLE II, Section 1: The purposes for which the Corporation is to be formed are:
To maintain a central organization within the United States and Canada to register, promote,
and develop the growth of St. Thomas breed of hair sheep; to define the distinguishing
characteristics of the breed; to establish specific minimum standards for registering individual
animals; and to insure that individual animals meet specified criteria in order to be registered
as equal members of the St. Croix of color now being designated separately as the St.Thomas
hair sheep breed. In promoting the St. Thomas breed of hair sheep to provide for membership,
registration and voting rights to anyone owning registered St. Thomas in any country in the world
by providing a centralized corporate Association.
ARTICLE II, Section 2: The proposed organization shall foster humane animal husbandry
in general, development of the natural color diversity of St. Croix designated as St. Thomas,
and establish acceptable breeding quality standards to produce the best St. Thomas possible.
A diversity of gene pool is not assisted by inbreeding and should not be considered as standard
animal husbandry. To this end an effort to maintain a diverse gene pool is to be encouraged.
Full paperwork of purebred registration shall be required, with work up proving the parentage
and pedigree of those animals to be considered for registration, as evidence of their being
purebred St. Croix of color (Class A) to be designated separately as St. Thomas hair sheep.
Color markings are to be recorded and shall be allowed all the way down to solid white.
St. Croix Hair Sheep Breeders International Association, Inc.
Registered Trade Name: St. Thomas Hair Sheep Breeders of North America
Article 1, Section 2: The principal office of the Corporation shall be located at
Goldendale, Klickitat County, Washington.
Article 1, Section 3: The registered agent and Parliamentarian for said Corporation
shall be John Grimes, and the registered office of the Corporation shall be
Goldendale, Klickitat County, Washington.
ARTICLE I, Section 4: The fiscal year of the Corporation shall begin on April 1 and end
on March 31 of the following year. This schedule allows for all necessary annual audits
to be completed before June 1 of any given year. Such audits are to be presented at the
Annual Meeting and be entered into the Minutes of that said meeting.
ARTICLE II, Section 1: The purposes for which the Corporation is to be formed are:
To maintain a central organization within the United States and Canada to register, promote,
and develop the growth of St. Thomas breed of hair sheep; to define the distinguishing
characteristics of the breed; to establish specific minimum standards for registering individual
animals; and to insure that individual animals meet specified criteria in order to be registered
as equal members of the St. Croix of color now being designated separately as the St.Thomas
hair sheep breed. In promoting the St. Thomas breed of hair sheep to provide for membership,
registration and voting rights to anyone owning registered St. Thomas in any country in the world
by providing a centralized corporate Association.
ARTICLE II, Section 2: The proposed organization shall foster humane animal husbandry
in general, development of the natural color diversity of St. Croix designated as St. Thomas,
and establish acceptable breeding quality standards to produce the best St. Thomas possible.
A diversity of gene pool is not assisted by inbreeding and should not be considered as standard
animal husbandry. To this end an effort to maintain a diverse gene pool is to be encouraged.
Full paperwork of purebred registration shall be required, with work up proving the parentage
and pedigree of those animals to be considered for registration, as evidence of their being
purebred St. Croix of color (Class A) to be designated separately as St. Thomas hair sheep.
Color markings are to be recorded and shall be allowed all the way down to solid white.
| In the Virgin Islands color is a normal event. To this end our Association has chosen to be the first to acknowledge the genetic diversity that St. Croix Hair Sheep possess. To avoid confusion, those lines showing color, will be permanently designated as ST. THOMAS, "Virgin Island Hair Sheep" To have an equal, but separate, color specific Breed Standard and Bylaws. |
| Last Updated: 1 January 2005 |
Article III, Section 1: Members. The members of the Corporation shall consist of the persons signing the Articles of
Incorporation and such other owners and registrants of St. Croix Hair Sheep registered in the Association who pledge
to support the organization, to obey its Rules for Registration, Good Conduct, and to advance its objectives.
Definition of Good Conduct: Each Member is an Ambassador for this Association. Behavior that results in a
violation of any part of these bylaws, will automatically suspend membership, pending a review by the Board.
Article III, Section 2: Voting Rights. Each owner and registrant shall be represented by one (1) membership only,
whether such owner and/or registrant be an individual, partnership, corporation, or other Association.
Exceptions: Additional Adult Membership shall be one (1) vote. An Associate Membership shall have no voting rights.
Dual Membership shall be one (1) vote per Registry. Additional Adult Membership shall have one (1) vote per Registry.
Article III, Section 3: Annual Membership. All fees to be paid in U. S. Funds. The initial annual Regular Membership
Fee shall be Twenty ($20) Dollars . The initial annual Dual Membership Fee shall be Thirty ($30) Dollars.
One (1) additional adult voting membership shall be Five ($5) per household. The initial Associate Membership Fee
shall be Ten ($10) Dollars for a Newsletter only. If any level of Membership is initiated with less than three (3) months
remaining in any calendar year...the Membership shall be immediately in effect, and carry through the following
calendar year.
The Annual Regular Membership fee for subsequent years shall be Twenty ($20) Dollars for one vote.
The Annual Dual Membership fee for subsequent years shall be Thirty ($30) Dollars, for membership in both
Registries, with one vote in each.
The Annual One (1) Additional Membership fee for subsequent years shall be Five ($5)per household, for one vote.
The Annual Associate Membership fee (NO VOTE) shall be Ten ($10) Dollars for a Newsletter.
This Program shall include one free registration for one FFA, 4H, or Open Program Project.
These Annual Membership Fees, shall be adjusted as needed by the Board, and will be temporarily in effect until they
are subsequently ratified by the General Membership at the next scheduled Annual Meeting.
Article III, Section 4: Rights of Members. Each regular, or dual, member shall be entitled to one vote in the election of
the Officers and the Board of Directors, and in such other matters which should come before the General Membership
of the Corporation. The right of a member to vote and all his right, title and interest in or to the Corporation shall cease
on the termination of his membership. No member shall be entitled to share in the distribution of the corporate assets
upon the dissolution of the Corporation. All assets, upon dissolution, to be donated to a charity of the Board's choice.
Article III, Section 5: Suspension and/or Revocation of Membership. Violations of any of these Bylaws by any
member is automatic suspension of all Membership Rights pending a hearing at the next Board or Annual Meeting,
chaired by the Officers and Board of Directors, whether in person or in writing. Responses (written or electronic) for
official notification to be within fourteen (14) working days are to be sent to a designated Officer or Board Member to be
presented at the next scheduled Board Meeting, or within thirty (30) days, or whichever occurs first.
The Officers and Board of Directors may, by two (2/3) thirds vote, revoke the membership of any member for failure to
meet general standards of membership, as set forth in Article II, Section 1 thereof. In such cases, a member shall be
given thirty (30) days advance written notice of the date of the hearing set for determination of membership, to present
his contention whether in person or in writing that he did qualify for membership.
After revocation of membership, a vote of two (2/3) thirds of the Board shall be required to re-instate any member
temporarily suspended or revoked.
Article III, Section 6: Resignation of Members. Any member may resign from the Corporation by delivering a written
resignation, or electronic communication, to the President, or Secretary of the Corporation.
Incorporation and such other owners and registrants of St. Croix Hair Sheep registered in the Association who pledge
to support the organization, to obey its Rules for Registration, Good Conduct, and to advance its objectives.
Definition of Good Conduct: Each Member is an Ambassador for this Association. Behavior that results in a
violation of any part of these bylaws, will automatically suspend membership, pending a review by the Board.
Article III, Section 2: Voting Rights. Each owner and registrant shall be represented by one (1) membership only,
whether such owner and/or registrant be an individual, partnership, corporation, or other Association.
Exceptions: Additional Adult Membership shall be one (1) vote. An Associate Membership shall have no voting rights.
Dual Membership shall be one (1) vote per Registry. Additional Adult Membership shall have one (1) vote per Registry.
Article III, Section 3: Annual Membership. All fees to be paid in U. S. Funds. The initial annual Regular Membership
Fee shall be Twenty ($20) Dollars . The initial annual Dual Membership Fee shall be Thirty ($30) Dollars.
One (1) additional adult voting membership shall be Five ($5) per household. The initial Associate Membership Fee
shall be Ten ($10) Dollars for a Newsletter only. If any level of Membership is initiated with less than three (3) months
remaining in any calendar year...the Membership shall be immediately in effect, and carry through the following
calendar year.
The Annual Regular Membership fee for subsequent years shall be Twenty ($20) Dollars for one vote.
The Annual Dual Membership fee for subsequent years shall be Thirty ($30) Dollars, for membership in both
Registries, with one vote in each.
The Annual One (1) Additional Membership fee for subsequent years shall be Five ($5)per household, for one vote.
The Annual Associate Membership fee (NO VOTE) shall be Ten ($10) Dollars for a Newsletter.
- Junior Program shall be encouraged. The annual membership fee will be set at:
- FFA, 4H and Open Programs are also to be encouraged. The annual fee will be set at Fifteen ($15) per year.
This Program shall include one free registration for one FFA, 4H, or Open Program Project.
These Annual Membership Fees, shall be adjusted as needed by the Board, and will be temporarily in effect until they
are subsequently ratified by the General Membership at the next scheduled Annual Meeting.
Article III, Section 4: Rights of Members. Each regular, or dual, member shall be entitled to one vote in the election of
the Officers and the Board of Directors, and in such other matters which should come before the General Membership
of the Corporation. The right of a member to vote and all his right, title and interest in or to the Corporation shall cease
on the termination of his membership. No member shall be entitled to share in the distribution of the corporate assets
upon the dissolution of the Corporation. All assets, upon dissolution, to be donated to a charity of the Board's choice.
Article III, Section 5: Suspension and/or Revocation of Membership. Violations of any of these Bylaws by any
member is automatic suspension of all Membership Rights pending a hearing at the next Board or Annual Meeting,
chaired by the Officers and Board of Directors, whether in person or in writing. Responses (written or electronic) for
official notification to be within fourteen (14) working days are to be sent to a designated Officer or Board Member to be
presented at the next scheduled Board Meeting, or within thirty (30) days, or whichever occurs first.
The Officers and Board of Directors may, by two (2/3) thirds vote, revoke the membership of any member for failure to
meet general standards of membership, as set forth in Article II, Section 1 thereof. In such cases, a member shall be
given thirty (30) days advance written notice of the date of the hearing set for determination of membership, to present
his contention whether in person or in writing that he did qualify for membership.
After revocation of membership, a vote of two (2/3) thirds of the Board shall be required to re-instate any member
temporarily suspended or revoked.
Article III, Section 6: Resignation of Members. Any member may resign from the Corporation by delivering a written
resignation, or electronic communication, to the President, or Secretary of the Corporation.
The St. Thomas Crossbred Program shall allow for up to fifty (50%) percent other designated hair sheep breeds and
will be a registration. The Crossbred Program will be for all those of less than 100% St. Croix, or St. Thomas, and
shall be designated as Class B.
Restriction: No wool breeding of over twenty (25%) five percent to be accepted for inclusion in the St. Thomas Hair
Sheep Crossbred Program at the registration level. Recording level may allow up to fifty (50%) percent wool.
ARTICLE II, Section 3: No part of the assets, income, or profit of the Corporation shall be distributable to, or inure to
the benefit of its members, Directors, or Officers, except to the extent permitted under the Washington Nonprofit
Corporation Act. The Corporation shall not take steps that will serve to facilitate the transaction of specific business by
its members, promote the private interest of any member, nor engage in any activity that would constitute a regular
business of a kind ordinarily carried on for profit.
ARTICLE II, Section 4: The Corporation shall not have or issue shares, or stock, or other instruments, or documents
entitling any person to receive dividends arising from the activity of the Corporation.
will be a registration. The Crossbred Program will be for all those of less than 100% St. Croix, or St. Thomas, and
shall be designated as Class B.
Restriction: No wool breeding of over twenty (25%) five percent to be accepted for inclusion in the St. Thomas Hair
Sheep Crossbred Program at the registration level. Recording level may allow up to fifty (50%) percent wool.
ARTICLE II, Section 3: No part of the assets, income, or profit of the Corporation shall be distributable to, or inure to
the benefit of its members, Directors, or Officers, except to the extent permitted under the Washington Nonprofit
Corporation Act. The Corporation shall not take steps that will serve to facilitate the transaction of specific business by
its members, promote the private interest of any member, nor engage in any activity that would constitute a regular
business of a kind ordinarily carried on for profit.
ARTICLE II, Section 4: The Corporation shall not have or issue shares, or stock, or other instruments, or documents
entitling any person to receive dividends arising from the activity of the Corporation.
Article III, Section 7: Membership Meetings.
(7a) An Annual Meeting of the Membership of the Corporation shall be held in June, or at such time as may be
designated, for the express purpose of electing the Officers, Board of Directors and considering such other
business as may properly come before the General Membership.
(7b) Regular Meetings of the Membership, shall be held at the discretion of the Board of Directors, but no less than once
a year.
(7c) Special Meetings of the Membership shall be called for by (a) the President, (b) a majority of Directors,
or (c) by petition initiated by the General Membership.
(7d) Fifteen (15) days notice by telephone, or written, or electronic, communication shall be given of the date, hour, and
place of all Regular or Special Meetings.
(7e) For Published notification, by Newsletter or Magazine, notice shall be given at a minimum of thirty (30) days before
all Regular or Special Meetings.
Article III, Section 8: Compensation and Expenses. Membership shall not receive any stated salary for their services
as such. Provided, however, the Board of Directors shall have power in its discretion to pay to members rendering
unusual or special services to the Corporation a special compensation appropriate to the value of such services; and
to reimburse members for any arranged or unexpected expenses incurred conducting the business of the Corporation.
Article IV, Section 1: The Responsibility and authority for administration of the affairs of the Corporation shall be
vested in a Board of Directors consisting of not less than three (3) nor more than nine (9) persons who are members of
this Corporation in good standing. The initial Board of Directors shall be those persons listed in the Articles of
Incorporation. The initial Board of Directors shall hold office until the first annual meeting of the Corporation and until
their successors have been elected and qualified, except otherwise provided for filling vacancies.
Article IV, Section 2: The Board of Directors shall include a President, Vice President, Secretary, Treasurer of the
Corporation, and up to five (5) additional members. Parliamentarian shall be a Board position.
Article IV, Section 3: Directors shall be elected at the time and location of the Annual Meeting of the General
Members of the Corporation. Directors shall serve for one, two or three-year terms, or until their successors are duly
elected and qualified.
No more than one (1/3) third of the Directors shall be elected each year. The initial Board of Directors shall determine
their one, two, and three-year term, respectively. Directors may succeed themselves. Directors shall be assigned the
responsibility of working as closely with our Membership as possible, and to promote fellowship between all Breeders
and Organizations of both Hair and Wool Sheep Breeds. They shall be charged to create committees of preferably no
less than three (3) members to work with peers on their local levels and with a report to be filed at the Annual General
Membership Meeting of the Corporation.
Article IV, Section 4: At all meetings of the Board of Directors, the President or Vice President, or in their absence, a
Chairman chosen by the Directors present, shall preside. Minutes shall be maintained for all meetings and these to be
maintained as public record. Interim meetings may be held by electronic means by using a designated service, which
will allow these meetings to fit into everyone's schedules, and that will automatically archive the activity for permanent
record in the Secretary's Minutes. An electronic meeting forum will be set up and functioning within thirty (30) days of the
recording of these bylaws. If this should need to be adjusted then thirty (30) days notice is required to allow for the
proper download of the existing history, and establishment of a new service effected, before termination of the initial or
previous service.
Article IV, Section 5: The Directors shall meet at least once annually to consider all business required. Special
meetings may be called as determined by the President, or at the request of any Director, or by written (or electronic)
petition of the General Members. At least fifteen (15) days prior notice shall be given to each Director of any regular or
requested special meeting. These Special Meetings may be via the established electronic meeting forum created for
this purpose.
Article IV, Section 6: A majority of the Directors present at any meeting shall constitute a quorum for the transaction of
business. Any act taken by a majority of the Directors, including the removal of any Director and election of his
successor, shall constitute an act of the Board of Directors. If a vacancy on the Board is caused by death, resignation, or
removal of a Director, the Board shall promptly elect a successor to fill such a vacancy until the next Annual Meeting of
the General Members. Directors shall establish, and from time to time at regular, or special, meetings make or amend
the Rules for Registration and Conduct, and Standards for the Corporation. All decisions affecting the General
Membership shall be ratified by mail ballot, or at the next meeting of the General Membership, whichever comes first.
ARTICLE IV, Section 7: Compensation. Directors shall not receive any stated salary for services as such.
The Board of Directors shall have power in its discretion to pay Directors rendering unusual or exceptional services to
the Corporation; special compensation appropriate to the value of such services.
ARTICLE IV, Section 8: The Officers and the Board of Directors, Special Duties:
(8a) Shall establish specific minimum standards for registering individual animals of the St. Croix Hair Sheep Breed.
(8b) May establish minimum standards of certification of Hair Sheep which exhibit exceptional production traits.
(8c) Shall adopt Rules of Registration and Conduct and shall see to their proper enforcement.
Membership is encouraged but not to be required to register or transfer stock.
(8d) Shall prepare suitable forms for use by the Corporation in registering individual animals, including application for
registration, Certificates of Registry, breeding certificates, transfers, and such other forms as the Board deems
necessary for the accurate registration of animals.
(8e) Shall have authority to charge registration, transfer, and other fees in such amount as it deems necessary to cover
the administration expenses of processing application, in its sole discretion.
(8f) Initial (USD) costs of Registration and Transfers are as follows:
Members.............Five ($5) Dollars for Registration and/or Transfers
Extended Pedigree (when possible), Ten ($10) Dollars
Non-Members.....Seven ($7) Dollars for Registration and/or Transfers
Extended Pedigree (when possible), Twelve ($12) Dollars
ARTICLE IV, Section 9: Powers. All of the corporate powers, except such as are otherwise provided for in these bylaws
and in the laws of the State of Washington, shall be and are hereby vested in and shall exercised by the Officers and
Board of Directors.
ARTICLE V, Section 1: The Officers of the Corporation shall be a President, Vice President, Secretary, Registrar, and
Treasurer. The same person may hold any two (2) offices, except those of President and Vice President.
ARTICLE V, Section 2: Each Officer of the Corporation shall serve one (1) year or until his successor is duly elected by
the General Membership and qualified. Officers may succeed themselves.
ARTICLE V, Section 3: The Officers and Board of Directors may appoint such other Officers as may be required, at its
discretion, to serve on such terms and conditions as the Directors themselves deem to be in the best interest of the
Corporation or until the next General Election whichever comes first.
ARTICLE V, Section 4: Vacancies. In case any Office of the Corporation becomes vacant by death, resignation,
retirement, disqualification, or any other cause, the majority of the Directors then in office, although less than a quorum,
may elect an Officer to fill such vacancy. The Officer so elected shall hold office and serve until the next General
Elections, and until the election and qualification of his successor.
ARTICLE VI, Section 1: President.
(1a) The President shall be elected annually at the Annual Meeting of the Corporation, and shall be nominated from the
General Membership and selected by ballot.
(1b) It shall be the duty of the President to (i) preside at all meetings of the Corporation and the Board of Directors;
(ii) delegate the daily business affairs of the Corporation, with the normal authority of a principal executive officer of
any ordinary business corporation; (iii) set on behalf of the Corporation and bind the Corporation, subject to the
approval of the Board of Directors; and (iv) arrange with the Secretary and Treasurer for the audit time at least one day
prior to the annual meeting should the Board of Directors require such audit of Minutes and Finances.
(1c) At Board meetings the President votes only in case of a tie. This is known as the "Presidential rule of Neutrality".
At General Membership meetings the President votes as a General Member.
ARTICLE VI, Section 2: Vice President.
(2a) The Vice President shall be elected annually at the annual meeting of the Corporation, and shall be nominated
from the General Membership and selected by ballot.
(2b) The Vice President shall assist the President and shall perform the duties of the President in the advent of
absence, inability, or death of the President. The Vice President shall perform such other duties and have such
responsibilities as assigned by the Board of Directors.
(2c) When acting in the absence of the President, and chairing a Board meeting, the Vice President votes per the
"Presidential rule of neutrality".
ARTICLE VI, Section 3: Secretary.
(3a) The Secretary shall be elected annually at the Annual Meeting of the Corporation, and shall be nominated from the
General Membership and selected by ballot. The Secretary may be paid compensation in a reasonable amount for
the services rendered, in the discretion of the Board of Directors.
(3b) It shall be the duty of the Secretary to (i) keep all records of the Corporation in such manner as may be directed by
the Board of Directors; (ii) keep records of all incoming correspondence, document all applications, registrations
and/or transfers prior to forwarding all financial correspondence to the Treasurer; (iii) prepare a suitable report of all
business of the Corporation for the regular annual meetings, or at such other times as may be deemed necessary
by the President; (iv) keep a record of all proceedings of the Members, Board of Directors, and any committees
appointed; (v) maintain a record of names and addresses of all members entitled to vote to be cross referenced
with the Treasurer; and (vi) issue serial-numbered certificates evidencing membership requirements fulfilled for
eligibility to vote.
(3c) The Secretary shall act in place of the President, or Vice President, in their stead should both of these Officers be
unavailable for a Board Meeting or other Corporate action. When acting in the absence of the President, and
chairing either a Board or Annual Meeting, the Secretary shall then vote per the Presidential rule of neutrality.
ARTICLE VI, Section 4: Treasurer
(4a) The Treasurer shall be elected annually at the Annual Meeting of the Corporation, and shall be nominated from the
General Membership and selected by ballot.
(4b) At the discretion of the Board, the Treasurer shall be bonded for approximately one hundred (100%) percent of total
assets of the Corporation. Cost of such bonding shall be negotiated as needed depending on the corporate assets.
(4c) The Treasurer may be paid compensation in a reasonable amount for services rendered, in the discretion of the
Board of Directors.
(4d) It shall be the duty of the Treasurer to (i) keep all records of the Corporation in such manner as may be directed by
the Board of Directors; (ii) have charge of monies of the Corporation and withdraw and disburse these monies as
the Board of Directors directs; (iii) make deposits in the name of and to the credit of the Corporation in such
financial institutions as directed by the Board of Directors; (iv) prepare a suitable report of financial and other
business of the Corporation for the regular Annual Meetings, or at such other times as may be deemed necessary
by the President; (v) keep a record of all proceedings of the Members, Board of Directors, and any committees
appointed; (vi) maintain a record of the names and addresses of all members entitled to vote; and cross reference
this information the Secretary.
(4e) Provide a balance and pending business, for publication in a Corporate Newsletter, as needed, per publication
schedule. This shall be provided in a written or electronic form.
ARTICLE VI, Section 5: Registrar
(5a) The Board shall appoint the Registrar.
(5b) It shall be the duty of the Registrar to process all applications for registration and transfer of animals, issue
Certificates of Registry, maintain accurate records of all registrations and transfers, assign a Corporation Registry
Number to each animal properly registered, and perform all other functions necessary to the proper registration of
individual members of the St. Croix Breed of Hair Sheep.
(5c) The Registrar shall collect, and account for, any registration, transfer, or other fees authorized by the Board of
Directors, and shall maintain accurate records of such fees collected. All fees to be forwarded to the Treasurer with
necessary forms for deposit and member/non-member details as needed for the records.
(7a) An Annual Meeting of the Membership of the Corporation shall be held in June, or at such time as may be
designated, for the express purpose of electing the Officers, Board of Directors and considering such other
business as may properly come before the General Membership.
(7b) Regular Meetings of the Membership, shall be held at the discretion of the Board of Directors, but no less than once
a year.
(7c) Special Meetings of the Membership shall be called for by (a) the President, (b) a majority of Directors,
or (c) by petition initiated by the General Membership.
(7d) Fifteen (15) days notice by telephone, or written, or electronic, communication shall be given of the date, hour, and
place of all Regular or Special Meetings.
(7e) For Published notification, by Newsletter or Magazine, notice shall be given at a minimum of thirty (30) days before
all Regular or Special Meetings.
Article III, Section 8: Compensation and Expenses. Membership shall not receive any stated salary for their services
as such. Provided, however, the Board of Directors shall have power in its discretion to pay to members rendering
unusual or special services to the Corporation a special compensation appropriate to the value of such services; and
to reimburse members for any arranged or unexpected expenses incurred conducting the business of the Corporation.
Article IV, Section 1: The Responsibility and authority for administration of the affairs of the Corporation shall be
vested in a Board of Directors consisting of not less than three (3) nor more than nine (9) persons who are members of
this Corporation in good standing. The initial Board of Directors shall be those persons listed in the Articles of
Incorporation. The initial Board of Directors shall hold office until the first annual meeting of the Corporation and until
their successors have been elected and qualified, except otherwise provided for filling vacancies.
Article IV, Section 2: The Board of Directors shall include a President, Vice President, Secretary, Treasurer of the
Corporation, and up to five (5) additional members. Parliamentarian shall be a Board position.
Article IV, Section 3: Directors shall be elected at the time and location of the Annual Meeting of the General
Members of the Corporation. Directors shall serve for one, two or three-year terms, or until their successors are duly
elected and qualified.
No more than one (1/3) third of the Directors shall be elected each year. The initial Board of Directors shall determine
their one, two, and three-year term, respectively. Directors may succeed themselves. Directors shall be assigned the
responsibility of working as closely with our Membership as possible, and to promote fellowship between all Breeders
and Organizations of both Hair and Wool Sheep Breeds. They shall be charged to create committees of preferably no
less than three (3) members to work with peers on their local levels and with a report to be filed at the Annual General
Membership Meeting of the Corporation.
Article IV, Section 4: At all meetings of the Board of Directors, the President or Vice President, or in their absence, a
Chairman chosen by the Directors present, shall preside. Minutes shall be maintained for all meetings and these to be
maintained as public record. Interim meetings may be held by electronic means by using a designated service, which
will allow these meetings to fit into everyone's schedules, and that will automatically archive the activity for permanent
record in the Secretary's Minutes. An electronic meeting forum will be set up and functioning within thirty (30) days of the
recording of these bylaws. If this should need to be adjusted then thirty (30) days notice is required to allow for the
proper download of the existing history, and establishment of a new service effected, before termination of the initial or
previous service.
Article IV, Section 5: The Directors shall meet at least once annually to consider all business required. Special
meetings may be called as determined by the President, or at the request of any Director, or by written (or electronic)
petition of the General Members. At least fifteen (15) days prior notice shall be given to each Director of any regular or
requested special meeting. These Special Meetings may be via the established electronic meeting forum created for
this purpose.
Article IV, Section 6: A majority of the Directors present at any meeting shall constitute a quorum for the transaction of
business. Any act taken by a majority of the Directors, including the removal of any Director and election of his
successor, shall constitute an act of the Board of Directors. If a vacancy on the Board is caused by death, resignation, or
removal of a Director, the Board shall promptly elect a successor to fill such a vacancy until the next Annual Meeting of
the General Members. Directors shall establish, and from time to time at regular, or special, meetings make or amend
the Rules for Registration and Conduct, and Standards for the Corporation. All decisions affecting the General
Membership shall be ratified by mail ballot, or at the next meeting of the General Membership, whichever comes first.
ARTICLE IV, Section 7: Compensation. Directors shall not receive any stated salary for services as such.
The Board of Directors shall have power in its discretion to pay Directors rendering unusual or exceptional services to
the Corporation; special compensation appropriate to the value of such services.
ARTICLE IV, Section 8: The Officers and the Board of Directors, Special Duties:
(8a) Shall establish specific minimum standards for registering individual animals of the St. Croix Hair Sheep Breed.
(8b) May establish minimum standards of certification of Hair Sheep which exhibit exceptional production traits.
(8c) Shall adopt Rules of Registration and Conduct and shall see to their proper enforcement.
Membership is encouraged but not to be required to register or transfer stock.
(8d) Shall prepare suitable forms for use by the Corporation in registering individual animals, including application for
registration, Certificates of Registry, breeding certificates, transfers, and such other forms as the Board deems
necessary for the accurate registration of animals.
(8e) Shall have authority to charge registration, transfer, and other fees in such amount as it deems necessary to cover
the administration expenses of processing application, in its sole discretion.
(8f) Initial (USD) costs of Registration and Transfers are as follows:
Members.............Five ($5) Dollars for Registration and/or Transfers
Extended Pedigree (when possible), Ten ($10) Dollars
Non-Members.....Seven ($7) Dollars for Registration and/or Transfers
Extended Pedigree (when possible), Twelve ($12) Dollars
ARTICLE IV, Section 9: Powers. All of the corporate powers, except such as are otherwise provided for in these bylaws
and in the laws of the State of Washington, shall be and are hereby vested in and shall exercised by the Officers and
Board of Directors.
ARTICLE V, Section 1: The Officers of the Corporation shall be a President, Vice President, Secretary, Registrar, and
Treasurer. The same person may hold any two (2) offices, except those of President and Vice President.
ARTICLE V, Section 2: Each Officer of the Corporation shall serve one (1) year or until his successor is duly elected by
the General Membership and qualified. Officers may succeed themselves.
ARTICLE V, Section 3: The Officers and Board of Directors may appoint such other Officers as may be required, at its
discretion, to serve on such terms and conditions as the Directors themselves deem to be in the best interest of the
Corporation or until the next General Election whichever comes first.
ARTICLE V, Section 4: Vacancies. In case any Office of the Corporation becomes vacant by death, resignation,
retirement, disqualification, or any other cause, the majority of the Directors then in office, although less than a quorum,
may elect an Officer to fill such vacancy. The Officer so elected shall hold office and serve until the next General
Elections, and until the election and qualification of his successor.
ARTICLE VI, Section 1: President.
(1a) The President shall be elected annually at the Annual Meeting of the Corporation, and shall be nominated from the
General Membership and selected by ballot.
(1b) It shall be the duty of the President to (i) preside at all meetings of the Corporation and the Board of Directors;
(ii) delegate the daily business affairs of the Corporation, with the normal authority of a principal executive officer of
any ordinary business corporation; (iii) set on behalf of the Corporation and bind the Corporation, subject to the
approval of the Board of Directors; and (iv) arrange with the Secretary and Treasurer for the audit time at least one day
prior to the annual meeting should the Board of Directors require such audit of Minutes and Finances.
(1c) At Board meetings the President votes only in case of a tie. This is known as the "Presidential rule of Neutrality".
At General Membership meetings the President votes as a General Member.
ARTICLE VI, Section 2: Vice President.
(2a) The Vice President shall be elected annually at the annual meeting of the Corporation, and shall be nominated
from the General Membership and selected by ballot.
(2b) The Vice President shall assist the President and shall perform the duties of the President in the advent of
absence, inability, or death of the President. The Vice President shall perform such other duties and have such
responsibilities as assigned by the Board of Directors.
(2c) When acting in the absence of the President, and chairing a Board meeting, the Vice President votes per the
"Presidential rule of neutrality".
ARTICLE VI, Section 3: Secretary.
(3a) The Secretary shall be elected annually at the Annual Meeting of the Corporation, and shall be nominated from the
General Membership and selected by ballot. The Secretary may be paid compensation in a reasonable amount for
the services rendered, in the discretion of the Board of Directors.
(3b) It shall be the duty of the Secretary to (i) keep all records of the Corporation in such manner as may be directed by
the Board of Directors; (ii) keep records of all incoming correspondence, document all applications, registrations
and/or transfers prior to forwarding all financial correspondence to the Treasurer; (iii) prepare a suitable report of all
business of the Corporation for the regular annual meetings, or at such other times as may be deemed necessary
by the President; (iv) keep a record of all proceedings of the Members, Board of Directors, and any committees
appointed; (v) maintain a record of names and addresses of all members entitled to vote to be cross referenced
with the Treasurer; and (vi) issue serial-numbered certificates evidencing membership requirements fulfilled for
eligibility to vote.
(3c) The Secretary shall act in place of the President, or Vice President, in their stead should both of these Officers be
unavailable for a Board Meeting or other Corporate action. When acting in the absence of the President, and
chairing either a Board or Annual Meeting, the Secretary shall then vote per the Presidential rule of neutrality.
ARTICLE VI, Section 4: Treasurer
(4a) The Treasurer shall be elected annually at the Annual Meeting of the Corporation, and shall be nominated from the
General Membership and selected by ballot.
(4b) At the discretion of the Board, the Treasurer shall be bonded for approximately one hundred (100%) percent of total
assets of the Corporation. Cost of such bonding shall be negotiated as needed depending on the corporate assets.
(4c) The Treasurer may be paid compensation in a reasonable amount for services rendered, in the discretion of the
Board of Directors.
(4d) It shall be the duty of the Treasurer to (i) keep all records of the Corporation in such manner as may be directed by
the Board of Directors; (ii) have charge of monies of the Corporation and withdraw and disburse these monies as
the Board of Directors directs; (iii) make deposits in the name of and to the credit of the Corporation in such
financial institutions as directed by the Board of Directors; (iv) prepare a suitable report of financial and other
business of the Corporation for the regular Annual Meetings, or at such other times as may be deemed necessary
by the President; (v) keep a record of all proceedings of the Members, Board of Directors, and any committees
appointed; (vi) maintain a record of the names and addresses of all members entitled to vote; and cross reference
this information the Secretary.
(4e) Provide a balance and pending business, for publication in a Corporate Newsletter, as needed, per publication
schedule. This shall be provided in a written or electronic form.
ARTICLE VI, Section 5: Registrar
(5a) The Board shall appoint the Registrar.
(5b) It shall be the duty of the Registrar to process all applications for registration and transfer of animals, issue
Certificates of Registry, maintain accurate records of all registrations and transfers, assign a Corporation Registry
Number to each animal properly registered, and perform all other functions necessary to the proper registration of
individual members of the St. Croix Breed of Hair Sheep.
(5c) The Registrar shall collect, and account for, any registration, transfer, or other fees authorized by the Board of
Directors, and shall maintain accurate records of such fees collected. All fees to be forwarded to the Treasurer with
necessary forms for deposit and member/non-member details as needed for the records.
ARTICLE VI, Section 6: Registry. Out source of the Registry is not allowed. The General Membership shall be
notified, for input and ballot, should the possibility to out source the Registry be brought up in the future.
ARTICLE VI, Section 7: Removal. Any Officer may be removed from office by the affirmative vote of two (2/3) thirds
of all the Officers and Directors for conduct detrimental to the interest of the Corporation, for lack of sympathy with its
objectives, or General Members, or for refusal to render reasonable assistance in carrying out its purposes. Any
Officer proposed to be removed shall be entitled to at least thirty (30) days notice in writing by mail (non-electronic) of
the meeting of the Board of Directors where such removal is to be considered, and shall be entitled to appear before
their peers at a Board of Directors meeting held for this purpose. If said Officer is unable to attend this hearing in
person, a written response or electronic written within fourteen (14) working days may stand in their stead at the
hearing as their defense and for the consideration of extenuating circumstances.
ARTICLE VII, Section 1: The Officers and Board of Directors shall plan and adopt an operating budget for each fiscal
year, and the Corporation shall function within such budget, subject to amendments by the Directors. Unusual
expenses of over Two Hundred ($200) Dollars will be brought to the attention of the General Membership at the Annual
Meeting for their consideration and input. The exception being an emergency dispensation and the records will be so
noted for reporting to the General Membership.
ARTICLE VIII, Section 1: At least one electronic communication channel will be maintained for the purpose of
keeping fluid the contact between Members. This will be in an OPEN FORUM FORMAT. This Forum will be with the
standard and proper internet 'netiquette' ("Golden Rule") to be applied. No flame baiting, no flames and the topic
should include St. Thomas and/or St. Croix Hair Sheep. All Grievances shall be handled OFF of any particular
OPEN FORUM FORMAT channel, as defined in Article Nine (9), Section 1.
ARTICLE IX, Section 1: The General Membership shall adopt a manner of presenting grievances to the Officers and
Board of Directors for conduct perceived by them as detrimental to the interest of the Corporation, for lack of sympathy
with its objectives or General Members, or for refusal to render reasonable assistance in carrying out its purposes.
These grievances may be involving an Officer, or Board Member, or General Member, or an event, and should be
presented in writing [or electronic] to an Officer, or a Board Member, to be presented at the following Board Meeting for
review and possible action by the Officers and Board of Directors, within thirty (30) days, or at the next Board Meeting,
whichever comes first. Response to any written grievance to be decided and announced within thirty (30) days after the
Hearing or Board Meeting.
ARTICLE X, Section 1: Upon acceptance of Application for Membership, a full copy of these Tenets [printed or
electronic form] will be presented to the Applicant, and the option for electronic or printed copy for their personal file.
Signature of receipt is not mandatory for a General Member. If there is a signed receipt it shall be put into the
Corporate file. A full text of these tenets, either electronic or in print, shall be maintained and open to the public.
ARTICLE X, Section 2: Upon election, or appointment, to any Board position or Committee, Article X, Section 1, will
be reviewed and completed if not all ready accomplished. A signature of acknowledgement of these tenets is required
for Officers.
ARTICLE XI, Section 1: The Articles and Bylaws of the Corporation may be altered, or amended, in the following
manner: after review by a joint Board of Directors and General Members Committee, the Officers and Board of
Directors shall send to each member, thirty (30) days prior to the Annual or Special Meeting called for that purpose,
a written notice specifying the points to be altered or amended. Members may vote in person, or by written letter/ballot,
or by a hand carried letter of proxy on such proposed alterations or amendments. A two (2/3) thirds majority vote of the
members will be required for an alteration or amendment to become effective. All such alterations or amendments
shall be acted upon at the next Annual or Special Meeting of the Corporation.
ARTICLE XII, Section 1:
(1a) Mailing addresses, etc., will not be published on publications without a release.
(1b) The mailing list will not be sold whether postal mailing or electronic addresses.
(1c) All inquiries regarding a Member's personal information, will simply be forwarded to the Member in question
without a corporate reply.
ARTICLE XIII, Section 1: Wherever these bylaws might be deemed as vague, "ROBERTS RULES OF ORDER",
are to be consulted and followed, pending an appropriately written amendment of these the recorded bylaws of the
Corporation.
ARTICLE XIV, Section 1: A Director may waive notice of any meeting or other action. This must be done in writing.
Preferably twenty (24) four hours before the meeting or action.
ARTICLE XV, Section 1: DISCLAIMER
THIS CORPORATION IS NOT AFFILIATED WITH THE FOLLOWING ASSOCIATION AND REGISTRY
ST. CROIX SHEEP BREEDERS ASSOCIATION, INC.
Also doing business as, ST. CROIX HAIR SHEEP INTERNATIONAL ASSOCIATION
All registrations and transfers provided by the aforementioned entity, or any other Registry, will be honored and
accepted as valid documentation of purebred pedigree for background information on any individual St. Croix Hair
Sheep being Registered with our Corporation.
Our full corporate name is: ST. CROIX HAIR SHEEP BREEDERS INTERNATIONAL ASSOCIATION, INC.
Registered Trade Name is: ST. THOMAS HAIR SHEEP BREEDERS OF NORTH AMERICA
-- END OF BYLAWS --
notified, for input and ballot, should the possibility to out source the Registry be brought up in the future.
ARTICLE VI, Section 7: Removal. Any Officer may be removed from office by the affirmative vote of two (2/3) thirds
of all the Officers and Directors for conduct detrimental to the interest of the Corporation, for lack of sympathy with its
objectives, or General Members, or for refusal to render reasonable assistance in carrying out its purposes. Any
Officer proposed to be removed shall be entitled to at least thirty (30) days notice in writing by mail (non-electronic) of
the meeting of the Board of Directors where such removal is to be considered, and shall be entitled to appear before
their peers at a Board of Directors meeting held for this purpose. If said Officer is unable to attend this hearing in
person, a written response or electronic written within fourteen (14) working days may stand in their stead at the
hearing as their defense and for the consideration of extenuating circumstances.
ARTICLE VII, Section 1: The Officers and Board of Directors shall plan and adopt an operating budget for each fiscal
year, and the Corporation shall function within such budget, subject to amendments by the Directors. Unusual
expenses of over Two Hundred ($200) Dollars will be brought to the attention of the General Membership at the Annual
Meeting for their consideration and input. The exception being an emergency dispensation and the records will be so
noted for reporting to the General Membership.
ARTICLE VIII, Section 1: At least one electronic communication channel will be maintained for the purpose of
keeping fluid the contact between Members. This will be in an OPEN FORUM FORMAT. This Forum will be with the
standard and proper internet 'netiquette' ("Golden Rule") to be applied. No flame baiting, no flames and the topic
should include St. Thomas and/or St. Croix Hair Sheep. All Grievances shall be handled OFF of any particular
OPEN FORUM FORMAT channel, as defined in Article Nine (9), Section 1.
ARTICLE IX, Section 1: The General Membership shall adopt a manner of presenting grievances to the Officers and
Board of Directors for conduct perceived by them as detrimental to the interest of the Corporation, for lack of sympathy
with its objectives or General Members, or for refusal to render reasonable assistance in carrying out its purposes.
These grievances may be involving an Officer, or Board Member, or General Member, or an event, and should be
presented in writing [or electronic] to an Officer, or a Board Member, to be presented at the following Board Meeting for
review and possible action by the Officers and Board of Directors, within thirty (30) days, or at the next Board Meeting,
whichever comes first. Response to any written grievance to be decided and announced within thirty (30) days after the
Hearing or Board Meeting.
ARTICLE X, Section 1: Upon acceptance of Application for Membership, a full copy of these Tenets [printed or
electronic form] will be presented to the Applicant, and the option for electronic or printed copy for their personal file.
Signature of receipt is not mandatory for a General Member. If there is a signed receipt it shall be put into the
Corporate file. A full text of these tenets, either electronic or in print, shall be maintained and open to the public.
ARTICLE X, Section 2: Upon election, or appointment, to any Board position or Committee, Article X, Section 1, will
be reviewed and completed if not all ready accomplished. A signature of acknowledgement of these tenets is required
for Officers.
ARTICLE XI, Section 1: The Articles and Bylaws of the Corporation may be altered, or amended, in the following
manner: after review by a joint Board of Directors and General Members Committee, the Officers and Board of
Directors shall send to each member, thirty (30) days prior to the Annual or Special Meeting called for that purpose,
a written notice specifying the points to be altered or amended. Members may vote in person, or by written letter/ballot,
or by a hand carried letter of proxy on such proposed alterations or amendments. A two (2/3) thirds majority vote of the
members will be required for an alteration or amendment to become effective. All such alterations or amendments
shall be acted upon at the next Annual or Special Meeting of the Corporation.
ARTICLE XII, Section 1:
(1a) Mailing addresses, etc., will not be published on publications without a release.
(1b) The mailing list will not be sold whether postal mailing or electronic addresses.
(1c) All inquiries regarding a Member's personal information, will simply be forwarded to the Member in question
without a corporate reply.
ARTICLE XIII, Section 1: Wherever these bylaws might be deemed as vague, "ROBERTS RULES OF ORDER",
are to be consulted and followed, pending an appropriately written amendment of these the recorded bylaws of the
Corporation.
ARTICLE XIV, Section 1: A Director may waive notice of any meeting or other action. This must be done in writing.
Preferably twenty (24) four hours before the meeting or action.
ARTICLE XV, Section 1: DISCLAIMER
THIS CORPORATION IS NOT AFFILIATED WITH THE FOLLOWING ASSOCIATION AND REGISTRY
ST. CROIX SHEEP BREEDERS ASSOCIATION, INC.
Also doing business as, ST. CROIX HAIR SHEEP INTERNATIONAL ASSOCIATION
All registrations and transfers provided by the aforementioned entity, or any other Registry, will be honored and
accepted as valid documentation of purebred pedigree for background information on any individual St. Croix Hair
Sheep being Registered with our Corporation.
Our full corporate name is: ST. CROIX HAIR SHEEP BREEDERS INTERNATIONAL ASSOCIATION, INC.
Registered Trade Name is: ST. THOMAS HAIR SHEEP BREEDERS OF NORTH AMERICA
-- END OF BYLAWS --