BYLAWS
BYLAWS OF THE HOG ISLAND SHEEP BREEDERS ASSOCIATION
Article I - Purpose and Objectives The purpose of the Association is to improve and enhance the Hog Island Sheep breed. The objectives of the Association and its members are to (1) collect data on, preserve, and promote the increase of the population of the Hog Island sheep breed; (2) create a platform for support, promotion and education of the breeders of the Hog Island sheep breed; (3) improve the breed under the guidelines of the breed standard as set by the Hog Island Sheep Breeders Association of the United States (afterwards known as the Hog Island Sheep Breeders Association, HISBA); (4) to register and keep on file all records of the registrations and transfers of the breed in the United States through the registry currently held by the Livestock Breed Conservancy, and (5) to share information about the breed in order to increase understanding, interest and support of the breed. The purpose and objectives are consistent with the nature and status of the HISBA as a not for profit, membership organization incorporated in the Commonwealth of Virginia, United States.
Article II – Show Policy Sheep that are registered or intended to be registered with the HISBA may be shown competitively in the show ring ONLY in the White and Natural Colored Wool Classes with the exception of youth programming, unless sponsored by the breed association.
Article III - Membership
Section 1. Eligibility Any individual who owns and breeds Hog Island sheep or who is interested in Hog Island sheep is eligible to become a member of the HISBA.
Section 2. Membership Status There will be four classes of membership: active membership, junior membership, and friends membership.
a. Active membership is limited to residents of the United States who own, breed and register Hog Island sheep, consistent with the requirements for pedigrees and registration in the HISBA registry. Active members may engage in the regular business and activities of the HISBA including the right to vote. When an active member ceases to be an owner or breeder of Hog Island sheep, or fails to register sheep in the HISBA registry for a period of two consecutive years, the member will automatically become a friends member and the Secretary/Treasurer will remove their name from the active membership list.
b. Junior membership is limited to members 21 years of age and under. Junior members have all the privileges and responsibilities of active members except for the right to vote.
c. Friends membership is open to those otherwise eligible for active membership but not owning, breeding and/or registering Hog Island sheep. Persons who have a friends membership may become eligible for active membership once they breed and register Hog Island sheep. Friends members are not entitled to vote.
Section 3. Dues and Fees
a. Dues will be recommended by the Executive Board and determined by a majority vote of the active members. Current dues for active members entitle them to register sheep. Dues will be paid on or before January 31st of each year.
b. Special fees as determined by the Executive Board may be imposed on active members following a thirty (30) day prior notice to all active members.
c. Upon the sale and/or transfer of Hog Island sheep to a non-member, the active member selling and/or transferring the animal may offer the non-member a one-time, one-year membership in the HISBA at no charge.
Article IV - Meetings
Section 1. Meetings The HISBA will conduct an annual meeting to be held at a location determined by the Executive Board. Agendas for the annual meeting will be distributed electronically to each active member no less than thirty (30) days in advance of the annual meeting. Additional meetings may be scheduled, subject to thirty (30) days prior notice to all active members, and held with approval of the Executive Board. These additional meetings may be held by teleconference. Voting may be done electronically with ballots collected by the Secretary/Treasurer.
Section 2. Quorum At all meetings of the general membership of the HISBA, a quorum will consist of a third (1/3) of the active members in good standing (current on their dues) and a minimum of three Executive Board members.
Section 3. Parliamentary Authority The current edition of "Sturgis Standard Code of Parliamentary Procedures" will govern the HISBA in all parliamentary situations that are not covered in the law, or in these bylaws, or adopted rules. In case of a conflict between the provisions of these bylaws and the parliamentary provisions of "Sturgis" the provisions of these bylaws prevail.
Article V – Executive Board of Directors
Section 1. Definition The Executive Board of the HISBA consists of all elected HISBA officers (President, Vice President, Secretary and Treasurer) and two Flock Representatives. To be eligible for election, each member of the Executive Board must be an active member of the HISBA. Executive Board members will be elected by the active members of the HISBA by majority vote of returned ballots.
a. Flock Representatives are not officers of the HISBA but represent the interests of the active members on the Executive Board.
Section 2. Terms Executive Board members will serve two-year terms with elections on even years. There is a limit of 2 consecutive terms with a break of two years before being re-elected to the Board, unless there are no other qualified and/or interested parties to fill a vacancy on the Board.
Section 3. Meetings
a. Meetings of the Executive Board may be called at any time by the President or by the Secretary/Treasurer upon receipt of a request by a majority of the Executive Board.
b. Meetings of the Executive Board may be held by teleconference or electronically provided that all members of the Executive Board have adequate opportunity to engage in discussion.
c. Minutes of the Executive Board meetings will be kept and made available to the active members upon request.
Section 4. Responsibilities The general management of the business of the HISBA is vested in the Executive Board. The Executive Board will conduct the affairs of the HISBA that do not require a vote from the active members. The Executive Board has the power to make rules and regulations consistent with the bylaws of the HISBA for the guidance of its officers and members and for the transactions of the business of the HISBA, and generally to exercise all powers necessary for the transaction of the business of the HISBA. The Executive Board has the authority to deviate from the by-laws if such action is deemed advisable and is approved by unanimous vote of the Executive Board.
Section 5. Quorum A quorum of the Executive Board will consist of three (3) members.
Section 6. Vacancies
a. If a member of the Executive Board resigns, or if the incumbent becomes incapacitated and cannot or is unwilling to perform the duties of office, the Executive Board will elect a replacement. For the purposes of these bylaws incapacitation means illness or death. An incumbent may resign from the board by submitting a letter to the Executive Board, and their resignation will become effective upon acknowledgement of receipt by the Executive Board.
b. Nominations for the vacant position must be submitted to the Secretary. The Secretary will conduct the balloting of the Executive Board. The Vice President will conduct the balloting if the Secretary office is vacant.
c. The newly elected Executive Board member will hold office until the next regularly scheduled election. Section 7. Nomination and Elections of the Executive Board
a. Nominations for Officers and Flock Representatives may be made by any active member. Nominees must be active members current on their dues and registration/transfer fees. Nominations must be submitted to the Secretary and include a written affirmation by the candidate to be considered and a short statement of interest. Nominations will be opened on March 1 and closed on March 15th of election years.
b. Elections will be conducted electronically and overseen by an independent active member solicited by the Executive Board. Ballots will include the nomination materials provided by the candidates. Balloting information will be distributed within fourteen (14) days of the close of nominations, with balloting to occur over the subsequent fourteen (14) days. Successful candidates will be selected by a majority of voting active members. If there are three or more candidates for an office and a tie occurs for the top candidates, the bottom candidate(s) will be removed from the ballot and voting repeated with fourteen (14) days until the majority is attained. Election results will be announced no later than seven (7) days after the final balloting with final results announced no later than May 15th. If balloting ends in a tie, a coin flip will be conducted by the President.
Article VI - Officers
Section 1. The officers of the HISBA are the President, Vice-President, Secretary and Treasurer. Section 2. Duties of the Officers
a. President The President presides over all meetings of the members and all meetings of the Executive Board. Subject to the authority and direction of the Executive Board, the President has general and active management of the HISBA and is authorized to execute all orders, resolutions and directives of the Executive Board. The President has the authority to appoint other non-elected positions and chairs of ad hoc committees.
b. Vice-President The Vice-President exercises all functions of the President in the absence or disability of the President and performs such duties as may be assigned to him/her by the Executive Board. The Vice-President assumes the office of President if the President resigns or cannot fulfill the responsibilities of the office.
c. Secretary The Secretary will keep records of all proceedings of the HISBA and the Executive Board. These records will be open for inspection by any active member. The Secretary has the authority to appoint a registrar for the HISBA.
d. Treasurer The Treasurer will deposit the funds of the HISBA in a financial establishment approved by
the Executive Board and will pay all bills from this account. The Treasurer will be responsible for creating a budget for the HISBA and reporting on the financial standing of the HISBA upon request from the Executive Board and at the annual meeting.
Article VII – Sheep Identification, Registrations and Pedigrees
A primary function of the HISBA is to register and provide pedigrees for the Hog Island sheep. Policies governing the acceptable mechanisms for identifying individual sheep, providing and recording registrations, and preserving pedigrees will be created by the Executive Board in consultation with the appointed registrar. Changes in fees for registrations will be recommended by the Executive Board and registrar and submitted to the active membership for approval by a majority vote of returned ballots.
Article VIII – Amendments These bylaws may be altered or amended at a meeting of the Executive Board by a 2/3 vote of the Executive Board or at the annual meeting, provided no less than one-third of the active members are present.
Article IX – Dissolution
Section 1. The HISBA may be dissolved at any time by the written consent of two-thirds (2/3) of the active membership.
Section 2. Dissolution will be considered only at a meeting of the membership. A special meeting for this purpose will be called if the Secretary/Treasurer receives a written request for such a meeting from a petition signed by fifty percent (50%) of the active members.
Section 3. Dissolution may be considered only if written notice of the intent to dissolve is sent to all active members not less than thirty (30) days prior to the special meeting called for this purpose.
Section 4. If the HISBA is dissolved, all just debts and liabilities of the HISBA will be paid. After payment of all debts and liabilities of the HISBA, its assets and properties will be distributed to the Mount Vernon Ladies Association for the express benefit of the Hog Island Sheep held there.
Adopted by a vote of the Executive Board on 12/13/2018