Directors and Officers
|
President: |
Laurie Andreacci |
| Vice President: | Martin Dally |
| Treasurer: | Robyn West |
| Secretary: | Lynn Wilkins |
| Trustee: | Susie Wilson |
American Gotland Sheep Society Bylaws
Article I - THE CORPORATION
Article II - PURPOSE AND GOALS
Article III - FINANCES
Article IV - MEMBERSHIP
Article V - MEMBERSHIP MEETINGS
Article VI - BOARD OF DIRECTORS
Article VII - BOARD MEETINGS
Article VIII - COMMITTEES OF THE BOARD
Article IX - BYLAW AMENDMENTS
Article X - DISSOLUTION AND SUCCESSION
AMERICAN GOTLAND SHEEP SOCIETY
1.1 NAME: The corporation shall be known as and referred to herein as
the America Gotland Sheep Society (AGSS).
1.2 CHARTER: The AGSS shall be chartered as a non-profit corporation
under the laws of the State of Montana.
1.3 LOCATION: The principal and registered office of the AGSS shall
be located at such place as most recently designated by the Board of
Directors of the AGSS.
2.1 PURPOSE: The purpose of the association shall be to establish and
support the Gotland breed of sheep in North America.
2.2 GOALS:
a) To engage in the education and promotion of Gotland sheep.
b) To register and keep pedigree records of all animals that qualify
as percentage blood Gotland sheep according to the guidelines of the
Association.
c) To provide interested people with information about Gotland sheep
and their products.
d) To maintain high standards and promote quality Gotland sheep that
meet those standards.
e) To promote interest in the Gotland breed of sheep wherever possible
in order to attract new breeders for the conservation and well being
of the breed.
f) To maintain a registry of only those animals descended from Gotland
sheep and the Foundation breeds: Finnsheep, Icelandic Sheep, Shetland
Sheep, Wensleydale Sheep, Cotswold Sheep, Lincoln Sheep, Border Leicesters,
Bluefaced Leicesters, English Leicesters, and crosses between these
breeds.
g) Less than 50% but not less than 25% ewes (lambs) are to be grandfathered
in provided they are born before July 1, 2009, and recorded before July
1, 2010 and their offspring may be recorded provided they are a higher
percentage Gotland than their dam as they were born, conceived, or the
breeding had been planned prior to the acceptance of these rules.
3.1 FISCAL YEAR: The fiscal year of the AGSS shall commence January
1 and end on December 31.
3.2 DEPOSITS: All moneys, securities, and other valuables of the AGSS
shall be deposited in the name of the American Gotland Sheep Society
in such banks, trust companies, or safe deposit boxes as the Board of
Directors shall designate, and shall be withdrawn only by check or order
signed by such person as designated by the Board. At least two (2) such
people, including the Treasurer, will be designated at any time. Payments
in excess of $100 require specific authorization by the Board.
3.3 EXECUTION OF INSTRUMENTS: All instruments of assignment, transfer,
conveyance, release, and contract requiring execution of the Board of
Directors of the AGSS shall be signed by the authorized officer or agent
designated by the Board.
3.4 ACCEPTANCE OF BEQUESTS, DEVICES AND DONATIONS:
The President, or any other officer of the Board may:
a) Accept any and all unconditional and unrestricted bequests, devices,
and donations of money, property, or collections of value made to the
corporation.
b) With the prior approval of the Board, accept any other bequests,
devices, or donations.
3.5 INDEMNIFICATION: Subject to compliance with Montana state law: The
members, staff, management, directors, and officers of this organization,
and their private property, shall not be liable in any manner for the
debts, obligations, undertakings, or liabilities, and shall be exempted
and indemnified against any personal expense, losses, or liabilities,
which may accrue from time to time in any manner by reason of the ownership,
administration or distribution of the corporate property of funds, the
conduct of corporate affairs, so long as they act in good faith. They
shall not be liable or accountable in any manner for honest mistakes
or errors of judgment, nor for errors or wrongdoing of agents, brokers,
attorneys, or servants, not for interest on funds temporarily idle as
long as they act in good faith. They shall have the right, at all times
and in all matters to act upon any information or evidence deemed by
them reliable, without incurring any personal liability or responsibility
of any kind or in any kind of manner, as long as they act in good faith.
The Board of Directors and staff personnel shall be bonded if authorized
by the Board.
3.6 PROHIBITED TRANSACTIONS: No part of the net earnings of this corporation
shall be used to the benefit of any individual, and no part of the funds
of this corporation shall attempt to influence legislation, nor shall
this corporation engage in any prohibited transaction as defined by
the Internal Revenue Code.
3.7 YEARLY AUDIT: The Board of Directors may require that a yearly audit
of the corporation is conducted by an independent auditor who is beyond
the realm of the business affairs of the AGSS. A copy of such audit
shall be available to the members of the AGSS.
4.1 PRIVILEGES OF MEMBERSHIP: Membership in the Association is and at
all times shall be considered to be a privilege and not a right. Active
members of the corporation are entitled to attend and speak at the membership
meetings of the association. In addition, members in good standing shall
be kept informed of the corporation’s activities, shall be notified
of all membership meetings including board of directors meetings, shall
have annual reports, and up-to-date copies of the bylaws made available
to them. All reports and books of the association may be inspected by
any member of the association at any reasonable time, with the exception
of matters relating to the hiring, firing, discipline of personnel,
or personnel records. Only AGSS Members in good standing may register,
record, or transfer sheep with the Association.
4.2 DEFINITION OF MEMBERSHIP:
a) MEMBERSHIP ELIGIBILITY: Any person, family, entity or corporation
who owns, breeds, or registers Gotland Sheep with the AGSS or has an
interest in Gotland sheep is eligible for membership.
b) MEMBERSHIP UNIT: Any flock that is managed as a unit by a single
family, corporation, group of other partnership is entitled to no more
than one (1) Active Membership with one (1) vote, regardless of how
many locations the flock is managed on. Correspondingly, sheep that
reside at one address and are managed as a unit are considered to be
a single flock and are eligible for no more than one (1) Active Membership
with one (1) vote.
c) ACTIVE MEMBER: Active members must be current on their membership
dues (in good standing) to be eligible to vote and/or hold elective
office. Active members maintain their active status by being the owner
of record on any animal registered with the association.
d) ASSOCIATE MEMBER: Any person, family, entity or corporation interested
in the promotion of Gotland sheep may become an associate member of
the AGSS, and as such is entitled to all privileges of full membership
except they shall have no vote, nor shall they be eligible to hold elective
office. e) JUNIOR MEMBERS: Any interested person under the age of 18
may become a junior member of AGSS. Junior members have the same privileges
of active members except they shall have no vote, nor shall they be
eligible to hold elective office.
f) HONORARY MEMBER: Any person having made outstanding contributions
to the establishment of the Gotland breed in North America, upon nomination
and election by the Board, may become an honorary member. As such they
shall not be entitled to the privileges and responsibilities of active
members including the holding of elective office and the privilege of
vote.
g) The Board of Directors may, at its discretion, establish other classes
of membership.
4.3 MEMBERSHIP FEES AND DUES: Annual membership fees for the above established
classes of membership shall be set at the discretion of the Board of
Directors. Annual dues shall not exceed $35 per year per membership.
4.4 EFFECTIVE DATE OF MEMBERSHIP: Annual membership shall begin January
1st and expire on December 31st. During the month of January each year,
the Secretary will mail and/or email dues notices to members whose dues
are not yet paid.
4.5 TERMINATION OF MEMBERSHIP: Membership shall terminate on December
31st each year. A grace period of 60 days will be in effect, allowing
such time for members to send in membership dues. To renew the membership
after 60 days, a reactivation fee in an amount to be determined by the
Board of Directors shall be submitted with the annual membership fee.
4.6 EXPULSION OF MEMBERS: The Board may expel members for just cause,
including but not limited to: not keeping adequate records, falsification
of pedigrees, or willful misrepresentation of any animal owned, bred
or exhibited by him/her or any other act derogatory to the standing
of AGSS.
5.1 The members of the AGSS shall meet a minimum of annually and the
meeting will be held via electronic communication and/or conference
call. A meeting can be called as requested by either 25% of the membership
or the board of directors to discuss timely issues before the association
5.2 PURPOSE OF MEETING: The General Membership Meeting is held for the
purpose of announcing the election results of Board members, for hearing
the report of officers of the Board, for the consideration of bylaws
changes, and for the transaction of any other business which may properly
come before the meeting.
5.3 GENERAL NOTICE OF MEMBERSHIP MEETINGS: Written notice of the time
and place of the membership meetings shall be emailed to the members
at least 7 days prior to such meetings. An agenda of the meeting, any
ballots to be used, and any proposed changes to the bylaws shall be
furnished to all members.
5.4 QUORUM: The active members present at any properly called membership
meetingshall constitute a quorum.
5.5 VOTING: Voting on issues addressed at General membership meetings
may be conducted during the electronic meeting.All elections of officers,
board of director members, and bylaw or upgrade procedures amendments
shall be by mail ballot with a ballot being mailed no more than 10 days
after the General Membership Meeting by the Secretary of the Association
or person designated by the association to each active member. The ballots
shall be returned to the person designated by the association to conduct
the election and postmarked within 15 days of the ballots being mailed
to the membership. All voting members who have submitted an email address
to the association will be notified by email when the ballots are mailed
out and when their ballot has been received by the person designated
by the association to conduct the election. Results of the balloting
shall be counted by the Secretary of the Association or such other person
as designated by the Board, and shall be kept in his or her custody
for a minimum of 60 days from notification of membership of the voting
results, and be subject to inspection at reasonable times by any member
of the Association. The membership shall be promptly notified of the
results of such balloting notified within 10 days of the close of voting
on the results of that vote by mail, and can be notified immediately
by email. The act of the majority of those voting shall be considered
an act of the membership of the corporation.
5.6 SPECIAL MEETINGS: General meetings other than the above mentioned
General Membership meeting may be called by the President or by petition
of the lesser of 10 active members or 25% of the active membership.
Written notice of the time and place of the General meetings shall be
mailed or emailed to the members and be postmarked at least 10 days
prior to such meetings.
6.1 AUTHORITY: The Board of Directors of the AGSS shall be the governing
board of the AGSS, and shall have ultimate authority over and responsibility
for all corporate expenses, properties, funds, and debts.
6.2 DELEGATION OF AUTHORITY: Members, staff, directors, officers and
others may act in the name of the AGSS only when specifically authorized
to do so by the Board.
6.3 NUMBER OF DIRECTORS: The Board of Directors shall consist of five
members and can only be changed by a vote of the membership. The Board
of Directors includes the Officers and a Board Member at large. No more
than one member of a family, corporation or entity as defined in Section
4.2.e shall serve on the Board at the same time.
6.4 TERMS OF DIRECTORS: Director(s) shall serve a term of two years.
Elections shall be staggered such that in even years the President,
Secretary and even numbered Directors will be elected, and in odd numbered
years the Vice President, Treasurer and odd numbered Directors will
be elected. No one person may serve more than two (2) consecutive terms
as President, Vice President, Secretary, or Board Member at Large. The
Treasurer may serve an unlimited number of terms.
6.5 MANNER OF ELECTIONS: The Board of Directors shall have the discretion
to declare districts within the territory covered which will promote
a fair and reasonable representation of the membership.
a) Election of officers and/or directors shall be held in October of
each year with the elected members being seated as of the following
January 1.
b) In any election of directors, a majority of all votes cast shall
not be required to elect directors, but the requisite number of persons
receiving the highest number of votes shall be declared elected. In
the case of ties, a run-off election shall be held among those receiving
the tie vote.
c) Nomination of candidates shall be considered valid when written nomination
is received by the Secretary or member designated by the Board of Directors
from any active member postmarked no less than 10 days prior to a General
membership meeting.
d) The Secretary of the Association shall mail a ballot for election
of Directors to each active member no less than 30 following the General
membership meeting. No ballot shall be counted as valid unless such
ballot shall have been postmarked as stipulated by the officer conducting
the election. Results of the election shall be announced at the general
membership meeting and the members of the Association shall promptly
be notified by mail or email of the election results. All ballots will
be kept on record for a minimum period of 60 days.
e) Board of directors voting shall require a majority of votes cast
to pass. Board members can only abstain from the vote if they would
benefit personally and/or financially from said vote. The President
shall vote on all issues brought before the board. In the case of a
tie, the no vote will be successful.
6.6 VACANCIES ON THE BOARD: Vacancies may occur during the term of a
Board member by death, resignation, removal, disqualification, incapacitation,
or by expansion of the Board at the discretion of the Board.
a) Any director may resign at any time by giving written notice to the
Board through the President. The resignation of any director shall take
effect upon receipt of the notice, or at such later date as shall be
specified in such notice. The acceptance of such resignation shall not
be necessary to make it effective.
b) Any director may be removed from the Board for just cause by the
affirmative vote of 2/3’s of the currently existing members of
the Board or by a majority vote of the general membership participating
in the vote, provided they have been members of the association for
6 months prior to the vote. Any director shall have the right to speak
on his/her own behalf before a vote and removal by the Board or by the
Membership. Any director so removed has the right to appeal to the Membership
and/or arbitration.
c) In the event a vacancy occurs in a Board position, other than the
President, the other members of the Board shall elect a new Board member
to serve until the next general membership meeting, at which time the
members shall elect a member to fill the unexpired term. In the event
of a vacancy in the office of President, the Vice President fills the
vacancy, and the office of Vice President is filled by the Board. Board
vacancies shall be filled within 60 days after the position becomes
vacant.
6.7 COMPOSITION AND DUTIES OF BOARD OFFICERS: The officers of the Board
shall be President, Vice-President, Secretary and Treasurer.
a) The PRESIDENT shall be the chief officer of the AGSS and shall perform
the duties of general supervision of the business and affairs of the
AGSS. (S)he shall preside at all meetings of the Board, and of the membership.
(S)he shall sign in the name of the corporation all documents or instruments
which are necessary and proper to be executed in the course of the corporation’s
business. (S)he shall be an ex-officio participant of all committees
appointed by the Board.
b) The VICE PRESIDENT shall, in the absence of or the incapacity of
the President, act in the capacity of the President.
c) The SECRETARY is subject to the ultimate will of the Board and in
compliance with the provisions of the bylaws and:
-shall record the proceedings of all board and membership meetings.
If a meeting goes into closed session to deal with matters of personnel,
the secretary shall not take minutes except as shall be ordered by the
Board,
-shall insure that the members of the board and all members of the association
receive a copy of the minutes within 10 days of the meeting,
-shall be responsible for maintaining all official documents, minute
books, and such other matters entrusted to the secretary's keeping,
-shall see that all such documents are kept under proper care and safekeeping,
-shall ensure that a register containing the names and addresses of
all members is being properly kept and maintained by the Board,
-shall record and keep a permanent file of any letter ballots received
from the general membership,
-and shall perform such other activities as may be set by the Board.
d) The TREASURER of the Board shall be responsible for the financial
administrative policies established by the Board and shall perform the
duties of supervision over the responsibility for the funds, securities,
receipts, and disbursements of the corporation. The Treasurer is responsible
for bringing any questionable expenditure to the attention of the Board
in a timely manner and shall see that a timely record of the financial
activity of the AGSS be properly preserved. (S)he shall be empowered
(without regard to the will of the Board or the members ) to require
from any director, officer, staff worker, or associate of the AGSS any
financial documents, reports, or statements giving such true information
as may be desired with respect to any and all financial transactions
of or with the corporation.
6.8 SUBORDINATE AGENTS AND ADVISORS TO THE BOARD: The Board may appoint
such other agents and advisors to the board as it may deem necessary
or advisable. The appointments shall be for such period and with such
authority, and for such compensation and duties as the Board may determine.
Such agents and advisors may not be Board members, but may be required
to participate in board meetings.
6.9 COMPENSATION: Directors shall serve without compensation except
that they may be reimbursed for actual expenses incurred in the performance
of duties as a director or officer of the AGSS at the discretion of
the Board.
7.1 BOARD MEETINGS are held for the purpose of conducting corporate
business and shall be held at least once a year. The Board shall meet
for the first time within 10 days after new board members are seated
on January 1, of each year. Board meetings may be held by personal attendance
of the Board members and/or by participation via conference call or
electronic media. The time of the meetings shall be set by the President
with the approval of the Board, or by agreement with the majority of
the Board. The setting of the time preferably occurs as one of the last
items on the agenda of the preceding Board meeting.
7.2 GENERAL NOTICE OF THE UPCOMING BOARD MEETINGS: Written notice of
the time and place of Board meetings shall be furnished to all board
members and all association members. This notice shall be given at least
7 days prior to the meeting, and shall contain a copy of the agenda.
7.3 QUORUM: A simple majority of the existing Board members (not counting
current vacancies) shall constitute a quorum.
7.4 NO proxies or absentee ballots may be used at any Board meeting.
7.5 ONLY BOARD MEMBERS may vote at any Board Meeting. The act of a majority
of the votes cast shall be considered an act of the Board.
7.6 OPEN BOARD MEETINGS: Any member of the Association may attend meetings
of the Board of the AGSS. However, in order to address the Board or
to comment to the Board, they must be recognized by the President. The
official decisions and recommendations of the Board will be made available
to the members of the Association within 10 days of the meeting date.
7.7 CLOSED SESSIONS OF THE BOARD: The Board shall go into closed session
to deal with fiscal or personnel matters. Any non-board member may be
excluded by the Board during closed sessions.
7.8 ATTENDANCE BY BOARD MEMBERS AT BOARD MEETINGS: Absence of any Board
member from two consecutive meetings without notifying the President
or Secretary of the Board will be grounds for the removal action on
the part of the Board.
7.9 CONDUCTING BOARD MEETINGS: All meetings of the Board shall be conducted
by the President or Vice President, or in the absence of both of the
officers, by a member elected by the Board. Meetings, other than by
electronic means, shall be conducted in accordance with the latest revised
edition of Robert’s’ Rules of Order except as otherwise
specified in these bylaws. Electronic meetings will be conducted according
to Roberts Rules pertaining to electronic meetings and the bylaws of
the association.
Article VIII COMMITTEES OF THE BOARD
8.1 EXECUTIVE COMMITTEE: The executive committee consists of all officers
of the Board. The President shall act as chair of the meetings of this
committee.
8.2 ESTABLISHMENT OF COMMITTEES: The Board may establish committees
to perform such duties and to have such powers as may be set by the
Board, and these committees shall assist the Board with specialized
tasks delegated to the committees. The role of the committees shall
be of an advisory and assisting nature. Each committee may make its
own rules of governing the conduct of its activities, provided they
are in compliance with the wishes of the Board. Committees shall have
no authority to exercise control over the daily management or operation
of the corporation. The Board shall directly oversee all committees.
Committees shall act through the authority of the Board in compliance
with the bylaws. A Board member may serve on each committee. All committees
shall be appointed, dismissed, or restructured individually by the President
with the approval of the board. Any Committee member may resign at any
time, giving written notice to the Board. The acceptance of that resignation
shall not be necessary to make it effective. The President, with the
approval of the Board, shall have the power to change the membership
of any committee, to fill vacancies, and to discharge any member after
due process of any committee.
9.1 PROPOSED BYLAW AMENDMENTS: Proposed bylaw changes may be initiated
by the Board or by petition to the General Membership Meeting, signed
by not less than 25% of the members of the Association.
9.2 BYLAW AMENDMENTS: These bylaws may be altered, amended, or repealed
by the affirmative vote of the majority of active membership in good
standing participating in the election. Proper notification as noted
above shall include a clearly stated notice of what section of the bylaws
is to be deleted, changed, or added; and what the exact wording of the
desired change or addition shall be. No more than 30 days after the
General Membership Meeting, the Secretary of the Association shall mail
the proposed amendments and ballots to each active member. Results of
the balloting shall be counted by the Secretary of the Association or
such other person as designated by the Board, and shall be kept in his
or her custody for a period of time as determined by the Board, and
be subject to inspection at reasonable times by any member of the Association.
The membership shall be promptly notified of the results of such balloting.
Article X DISSOLUTION AND SUCCESSION
Upon dissolution of the American Gotland Sheep Society, the Board of
Directors shall, after paying or making provision for the payment of
all liabilities of the association, dispose of all assets of the association
exclusively for the purposes of the association in such manner, or to
such organization or organizations organized for charitable, educational,
or scientific purposes as shall at the time qualify as an exempt organization
under section 501 (c) (3) or the Internal Revenue Code of 1954 (or corresponding
provisions of any future United States Internal Revenue Law) as the
Board of Directors shall determine.
Object
The American Gotland Sheep Society (AGSS) supports the development of
Gotland Sheep that meet or exceed the AGSS Standard. The development
consists of the original crossing of specific non-Gotland Foundation
ewes with Gotland rams through imported semen, and breeding subsequent
generations using increasing percentage Gotland animals and imported
Gotland semen.
I. Foundation Ewes
The Foundation ewes used in the first cross must be purebred ewes from
the following nine (9) breeds, or ewes produced from crossing these
breeds with themselves and/or with Gotlands. No other breeds or crossbred
breeds are allowed to have their progeny recorded or registered with
the AGSS. Any animals born prior to 7/1/2009, do not have to meet this
criteria as the AGSS was formed in July of 2008, and any pre-existing
animals and /or breedings shall grandfathered into the Gotland registry.
However, any offspring of less than 50% Gotland foundation ewes must
be of a higher percentage than the dam to be recognized by AGSS.
o Northern Short tailed Breeds
§ Shetland Sheep (S)
§ Icelandic Sheep (I)
§ Finnsheep (N)
o Longwool Breeds
§ Wensleydale (W)
§ Lincoln (L)
§ Cotswold (C)
§ English Leicester (E)
§ Border Leicester (B)
§ Bluefaced Leicester (F)
II. Determining Percentage
The sire and dam Gotland percentages are added together and divided
by two and rounded to the lower full number. This number is the percentage
Gotland of the offspring. For example, a 50% dam crossed with a 75%
sire results in a 62% offspring. A 62% ewe crossed with a 75% sire results
in a 68% offspring.
III. Registration Procedures
Only Active AGSS members in good standing may record, register or transfer
sheep with the Association An animal is eligible to be included in the
American Gotland Sheep Society program as follows:
o Acceptance of new rams (semen)
LAI rams being accepted into the registry are reviewed by the advisory
committee and if meeting the AGSS breed standards will be accepted into
the registry.
o Foundation ewes - prefix "F"
All Foundation ewes must be listed with the AGSS, and will have up to
a two letter suffix assigned(shown in Item II) representing their breed
or major breeds if a crossbred. If applicable, the first letter is the
breed of the sire and the second letter is the breed of the dam.
o Recorded stock - prefix "R"
All Recorded stock will be at least 50% traceable Gotland with Ewes
up to 75% Gotland and Rams up to 87% Gotland.
First cross lambs sired by use of imported 100% Gotland semen will be
recorded as 50% Gotland. Successive generations will be recorded or
registered if they come from parents who are recorded or registered
with the AGSS.
o Recorded Animals need not adhere to the AGSS Standard, although greater
merit shall be given to animals that most closely resemble the AGSS
standard.
o Registered Gotland stock - no prefix
Ewes at least 75% Gotland blood, and Rams at least 87% Gotland blood
may be registered.
o Sheep submitted for AGSS Registered status shall meet the breed standard
set forth by the American Gotland Sheep Society. Otherwise worthy sheep
who do not meet the AGSS standard may be Recorded with the Association
and used in breeding programs. This would include sheep with patterned
fleece, fleece color other than gray, sheep with atypical tails, horns
or excessive white spots, but not sheep with jaw deformities, undescended
testicles or other known genetic abnormalities.
o Animals previously registered with other North American based Gotland
registries will only be accepted for recording/registry if all rams
in their 3-generation pedigree are approved by the Advisory Committee.
o All animals being presented for recording/registration by the AGSS
that are the result of an LAI procedure must have a breeding certificate
signed by the technician performing the procedure submitted with pedigree
information to be considered for recording/registration with the AGSS
association.
o Gotland rams whose semen is imported for use in North American Gotland
breeding programs will be registered with AGSS at no charge. These rams
will have the suffix "AI".
o At some as yet undetermined future dates, the registry may be closed
to further additions of foundation ("F") and recorded ("R")
animals.
o Registered Gotland sheep with a genotype of QR at codon 171 will be
designated "Ram or Ewe of Merit".
Registered Gotland sheep with a genotype of RR at codon 171 will be
designated "Elite" rams or ewes.
o If the codon 171 status is known at the time of registration, it will
be noted on the registration. Examples of Foundation, Recorded, and
Registered Numbers
Prefix Number Suffix Type Breed Percentage
F 123456 S Foundation Ewe Shetland Sheep
R 123456 50 Recorded Animal Gotland 50%
123456 88 Registered Animal Gotland 87%
123456 AI Imported Semen Gotland 100%
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