By Laws - MID-STATES HAIR SHEEP COOPERATIVE
ARTICLE I: NAME The name of this organization is: Mid-States Hair Sheep Cooperative.
The Mid-States Hair Sheep Cooperative is a group of like-minded hair sheep producers established to promote all breeds of hair sheep utilized in the US Meat sheep industry. Mid-States Hair Sheep Cooperative will also organize educational opportunities for breeders periodically through farm field days, seminars, Vlogs and at its sales. The Mid-States Hair Sheep Cooperative shall also produce the "Hair Sheep Times'' to further its place in an emerging industry. The " Hair Sheep Times'' is to be funded through advertisements , dues or proceeds from sales and will rely upon the secretary to edit and submit to the publisher for distribution. Each member is to receive one copy of the "Hair Sheep Times" sent through the USPS upon printing. The "Hair Sheep Times'' may also be offered as a digital edition. As such this organization shall be operated solely for charitable, sales of livestock, promotion, and educational purposes, as described in section 501 (c) (5) of the Internal Revenue Service code, as amended or by the corresponding provisions of any subsequent federal tax laws (“codes”). As such this organization is to be operated only for non-profit purposes, and no part of the net earnings of Mid-States Hair Sheep Cooperative shall benefit any private individual, farm, or corporation. All funds collected through membership, miscellaneous fees, or special sheep sale proceeds and donations are designated for the above mentioned purposes.
ARTICLE III: MEMBERSHIP
A: Any and all breeders of hair sheep or those interested in hair sheep may become a voting or youth member. By becoming a voting or youth member, that member undertakes to uphold the By-laws, Each voting member shall be entitled to one vote on each matter submitted to the members for a vote, whether the member is an individual, farm, corporation, or other association. Members may vote in person or virtually during online meetings. No member shall vote in more than one capacity or represent more than one membership. Youth members have no vote unless they have paid for a full membership.
B: There are two levels of membership; full voting membership and youth membership. Full voting memberships will be either individual, farm, or corporation or association. Each membership shall be entitled to one vote on each matter submitted to the membership for a vote. Corporate entities, farms and associations shall designate in writing filed with the secretary the individual who shall vote on the behalf of said entity. Each farm shall be entitled to one vote on each matter submitted to the membership for a vote. The vote for each farm shall be cast by the person listed as contact person on record. Members must vote in person at physical meetings and may request to vote via the internet if unable to attend. Only in person voting will be allowed at the physical annual meeting unless approved by the board a suggested alternative method requested by the voting member. In the event an annual meeting, or any called meeting cannot be held the Board of Directors reserves the right to alter the voting process to online voting.
A member must be in good standing in order to participate in the business of the Mid-States Hair Sheep Cooperative and in the election of its directors. By good standing it means a member has paid annual dues and other fees and has upheld the purposes and by-laws of the Mid-States Hair Sheep Cooperative. Non Voting Youth members can be any youth under the age of 18 and must own at least one hair sheep. They do not have voting privileges but will be listed on the website and receive all correspondence and newsletters sent to members. Youth members will be permitted to consign sheep to the special sales and receive the same benefits as members for the sale purpose. All sales are open for attendance to all members both full voting and youth, as well as the general public.
B: Individual as well as corporation and association memberships are $50 annually. Farm memberships are $50 annually. Non Voting Youth memberships are $25 annually for youth under 18 years of age. Only one Hair Sheep Times subscription will be provided per membership regardless.
C: Membership not in good standing shall be terminated upon failure of the member to pay membership dues and other charges assessed by the directors within (60) days of renewal notice, whether written or oral or both. Such former members shall be reinstated upon payment of current dues and upon payment of such unpaid back dues and charges as the directors may demand. Back fees may be waived if good cause is shown at time of reinstatement.
D: Any dues received after November 1 will be applied to the following year’s membership dues.
E: An annual meeting of the members shall be held anytime during the year or no later than October 30 of each year to consider such business as may properly come before the meeting. At least 30 working days notice shall be given to the current member of the time and place of the annual meeting and will be posted online and written in the "Hair Sheep Times". At least 30 working days’ written notice shall be given to the current member of the time and place of a special meeting when their attendance is needed. A special meeting can be held at the call of the President, a simple majority of all directors to include Board and Special Interest Directors, or 33% of the members. A special meeting of the Board can occur by a call of the President or simple majority of the board members and may be virtual or in person depending on the nature of the special meeting.
F: Quorum: Members constituting a majority of the Board of Directors shall constitute a quorum for the transaction of business at any board meeting. If less than said quorum is present at any official meeting, a majority of the members of the Board of Directors present may adjourn the meeting to a determined future time and place.
G: Majority Act: Unless otherwise specified below in the by-laws, each qualified member of the Board of Directors shall be entitled to one (1) vote. The act of a majority of the members of the Board of Directors present in person at a meeting in which a quorum is present shall be the act of the Board of Directors. The President shall have no vote on any issue unless there is a tie vote. Absentee voting or proxy voting is not allowed at any meeting.
H: Actions without meeting, telephone or online: As deemed necessary by the Board of Directors for association business, actions required or permitted by law to be taken at an onsite meeting of the Board of Directors may be taken without a physical meeting. Such electronic meeting of the Officers or Special Interest Director and the Board, or of member of a Committee designated by the Board of Directors may occur via media of telephone conference calls, or other similar communications equipment, or email/instant messaging, by means of which parties engaged in such meeting can hear each other, or can read, or otherwise know in entirely the statements made by all participants of said meeting. Participation in such electronic meetings pursuant to this section shall constitute presence in person at such meetings except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.
I: The voting membership may vote to bestow the title of Honorary Member on any individual who has given exceptional service to Mid-States Hair Sheep Cooperative. These Honorary Members do not have voting privileges.
ARTICLE IV: LOGO
The Directors may vote and adopt or alter the logo of the Cooperative.
ARTICLE V: BOARD OF DIRECTORS
Section One:
The affairs of Mid-States Hair Sheep Cooperative shall be conducted by the Board of Directors
Section Two:
Provisions
A: The Board of Directors shall consist of five people, the President, Vice President, Treasure and Secretary, and Special Interest Director, who can designate a committee lead to cast a vote in his absence, who is a full voting member of the organization in good standing. Such person may be an individual, a farm, a corporation, but such farm or corporate entity shall designate in writing filed with the secretary the individual who shall act on the behalf of said farm or corporate entity. All members must be notified in writing 60 days prior to the annual meeting to ask for candidates. Candidates must submit their names to the Board of Directors 30 days prior to the annual meeting.
B. The first Board of Directors will serve 2 full years before regular rotation of Board members begin as stated below. After the 2nd year, the President and Vice Presidents terms will be up for election or re-election. The Secretary and Treasure will serve for 2 years upon which their terms will be up for election or re-election. The President and Vice president positions will only be allowed to serve for 2 terms of 2 years. After serving for the maximum of 2 terms or 4 years the past President will have a 5 year “rest period” and will be ineligible for the position of President or Vice President during that time. The Vice President is however eligible to run for President after serving 4 years as Vice President and may only serve one term, 2 years, as President after serving for 4 years as Vice President unless 2 years have passed between being Vice President and being elected to President. If 2 years have passed between being Vice President and elected to President then that person can hold the office of President for 2 terms or 4 years before being ineligible to hold the office of President or Vice President for 5 years. Furthermore, in order to serve on the Board of Directors that person must own hair sheep
Terms for President and Treasurer will be up for election/re-election on Even numbered years (Example 2020, 2022… etc.) while Vice President and Secretary terms will be up for election/re-election on Odd numbered years so that offices will not be void of experienced officers
C.Board of Directors must have been a full voting member for one full year. This does not apply to the first Board of Directors.
D. The Board of Directors shall be elected by a simple majority of the general membership present and voting. There shall be no other nominating committee other than the cooperatives membership. The special Interest Directors can be nominated by the membership and will be elected by the Board of Directors.
E. The Board of Directors therefore shall establish a general meeting time and place at least once annually to attend to such business as shall properly come before them and to the election of new Board of Directors and Special Interest Directors. The Board of Directors shall reserve the right to convert the voting process to online/mail-in as needed if in person meeting/voting is not possible.
F. Any act taken by a majority of the directors at which a quorum is present including the removal of any director shall constitute an act of the board. Any vacancy on the board, including but not limited to death, resignation, or removal shall be filled by nomination of another member in good standing and a majority vote of the Board of Directors until the next annual meeting where the general membership will then elect a replacement. The person serving as the board’s appointee can then run for the complete term.
G. No member of the Board of Directors shall be absent without justifiable cause for two consecutive annual meetings of the general membership (other meetings, special or electronic, not included.) A director so absent shall be deemed to have resigned, and said position shall be filled at the second occurrence of the annual meeting.
H. No director or officer shall receive any salary for any services. The Board of Directors, however, may at its discretion pay reasonable and customary compensation in the form of per diem and the travel to officers, directors and members rendering extraordinary services to the association (provided said funds are available in the budget.)
I. The Board of Director shall have the authority to charge membership and other fees in such amounts as the board in its discretion deems necessary and appropriate.
J. The Special Interest Director will be elected by the Board of Directors from within the current qualified membership. The Special Interest Director(s) heading committees as needed by the Board for example Sale Director, Field Day Director, Mentoring Director, Beginning Youth Shepherd Director, Reserve Director. If a member wishes to join a committee, they need to submit their name to the committee’s Special Interest Director for approval by the Board of Directors. The committee chair does not need to be a Special Interest Director. However, the Special Interest Director within the committee is responsible for communicating the business of such committee to the Board of Directors.
ARTICLE VI: OFFICERS
A. The officers of Mid-States Hair Sheep Cooperative shall consist of a President, a Vice-President, a Secretary, and a Treasurer there will be no more than 5 officers including the Special Interest Director who will also have a vote in all businesses pertaining to the Mid-States Hair Sheep Cooperative. The Secretary and Treasurer positions should not be combined since there is no paid operations manager. If the Board of Directors deems a situation critically necessary, they can combine the positions of Secretary and Treasurer. These officers shall be elected by the Board of Directors from within the current Board of Directors. Each officer shall hold office until the end of their term. Officers may succeed themselves. Should any elected office become vacant within the year, a majority of the Board of Directors may elect a Special Interest Director to fill the vacancy for the completion of the term.
B: A Board of Directors or Special Interest Director may be removed from office by an affirmative majority vote of all the current Board of Directors at any regular or special meeting called for that purpose, for conduct detrimental to the interest of the Mid-States Hair Sheep Cooperative, for lack of sympathy with its purposes, or the association. Such officer or director proposed to be removed shall be entitled to at least thirty (30) days written notice by registered, return receipt mail of the causes for removal from office and of the meeting of the Board of Directors wherein said removal is to be considered. Moreover, said officer shall be granted prior to their removal the opportunity before all the other Board of Directors to defend themselves of all charges.
C: 2 Officers are required to be on the bank account with 1 signature required to write a check. The current President will audit the books at least once per year or any time at will.
ARTICLE VII: DUTIES AND AUTHORITY OF OFFICERS
President – President shall be the principal executive officer of the association. They shall preside at all meetings of the members, the executive committee, and the Board of Directors. They shall handle the general and active management of the Mid-States Hair Sheep Cooperative business affairs and shall ensure that all orders and resolutions of the Board of Directors are put into effect. In general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors on occasion. They shall be an ex officio member of all committees.
Vice President – The Vice President shall, in the absence of or in case of disability of the President perform the duties and exercise the powers of the executive officer of the association and have such powers as the Board of Directors may occasionally prescribe. The Vice President will communicate with all Special Interest Directors and assist where needed in any of these affairs.
Secretary/Assistant Secretary – The Secretary or Assistant Secretary shall attend all meetings of the Board of Directors and record all the proceedings of the board and prepare the minutes for review at the next meeting.
The Secretary or Assistant Secretary shall give required notice of all meetings. The Secretary or Assistant Secretary shall perform other duties as may be prescribed by the Board of Directors or President.
Treasurer – The Treasurer shall have the custody of the Mid-States Hair Sheep Cooperative funds and securities and shall keep full and accurate accounts of receipts and disbursements either in regular ledgers or in appropriate computer records. The Treasurer shall deposit all monies and other valuable effects in the name, and to the credit, of the association in such depositories as may be designated by the Board of Directors. They shall disburse the funds of the Mid-States Hair Sheep Cooperative and shall render to the President and the Board of Directors at its regular meetings or when the board so requires and to the membership at least once each year and accounting of all transactions and of the financial status of Mid-States Hair Sheep Cooperative. The Treasurer is also responsible for filing taxes and keeping the status of the Mid-States Hair Sheep Cooperative current.
A. Limitations of Officers use of funds: Any officer may use association funds for Mid-States business fees or purchases, and or purchases/fees associated with an event of the association with at least (1) other officers’ knowledge and agreement of fund usage up to $150.00. Any purchase over and above $150.00 will need an approval vote of the board prior to fund usage.
ARTICLE VIII: MISCELLANEOUS
A. Amendments: These by-laws or any provisions hereof may be repealed or amended or added to in the following manner: at least 33% of the members in good standing present the same amendment to the Secretary at least sixty (60) days prior to the annual meeting or any member in good standing may submit a proposed amendment to the Board of Directors for discussion at least sixty (60) days prior to the annual meeting. If a simple majority of the Board of Directors vote in favor of the amendment being presented to the general membership for a vote at the annual meeting; then the Secretary shall post notice on the website and in the Hair Sheep Times at least thirty (30) days prior to the annual meeting a written notice specifying the points to be amended, repealed or added at the annual meeting. Members in good standing may vote in person or via zoom depending on distance of travel and business to be discussed. A two-thirds (2/3) majority vote of the members voting shall be required for any amendment, addition, or repeal to become effective. Such action may only occur at the annual meeting.
B. Facsimile Signatures: A telegram, telex, cablegram or similar transmission, or photographic, photo static, facsimile, or similar reproduction of a signed writing shall be regarded as an original signature unless otherwise required by law.
C. Validity of By-Laws in General: If any by-law provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision and the by-laws in general shall stand as written. Only that particular, stated provision may be affected. Any such adopted change to the by-laws shall be duly recorded in the by-laws and the date of said action inserted.
D. Dissolution: Dissolution of this entity known as the Mid-States Hair Sheep Cooperative may occur by all board members submitting a vote and in addition, a majority vote of the membership will count as a single vote. Any physical assets owned by the Mid-States Hair Sheep Cooperative is to be auctioned off and all monetary funds to be donated to a sheep educational group to be chosen by the current Board of Directors.
ARTICLE I: NAME The name of this organization is: Mid-States Hair Sheep Cooperative.
The Mid-States Hair Sheep Cooperative is a group of like-minded hair sheep producers established to promote all breeds of hair sheep utilized in the US Meat sheep industry. Mid-States Hair Sheep Cooperative will also organize educational opportunities for breeders periodically through farm field days, seminars, Vlogs and at its sales. The Mid-States Hair Sheep Cooperative shall also produce the "Hair Sheep Times'' to further its place in an emerging industry. The " Hair Sheep Times'' is to be funded through advertisements , dues or proceeds from sales and will rely upon the secretary to edit and submit to the publisher for distribution. Each member is to receive one copy of the "Hair Sheep Times" sent through the USPS upon printing. The "Hair Sheep Times'' may also be offered as a digital edition. As such this organization shall be operated solely for charitable, sales of livestock, promotion, and educational purposes, as described in section 501 (c) (5) of the Internal Revenue Service code, as amended or by the corresponding provisions of any subsequent federal tax laws (“codes”). As such this organization is to be operated only for non-profit purposes, and no part of the net earnings of Mid-States Hair Sheep Cooperative shall benefit any private individual, farm, or corporation. All funds collected through membership, miscellaneous fees, or special sheep sale proceeds and donations are designated for the above mentioned purposes.
ARTICLE III: MEMBERSHIP
A: Any and all breeders of hair sheep or those interested in hair sheep may become a voting or youth member. By becoming a voting or youth member, that member undertakes to uphold the By-laws, Each voting member shall be entitled to one vote on each matter submitted to the members for a vote, whether the member is an individual, farm, corporation, or other association. Members may vote in person or virtually during online meetings. No member shall vote in more than one capacity or represent more than one membership. Youth members have no vote unless they have paid for a full membership.
B: There are two levels of membership; full voting membership and youth membership. Full voting memberships will be either individual, farm, or corporation or association. Each membership shall be entitled to one vote on each matter submitted to the membership for a vote. Corporate entities, farms and associations shall designate in writing filed with the secretary the individual who shall vote on the behalf of said entity. Each farm shall be entitled to one vote on each matter submitted to the membership for a vote. The vote for each farm shall be cast by the person listed as contact person on record. Members must vote in person at physical meetings and may request to vote via the internet if unable to attend. Only in person voting will be allowed at the physical annual meeting unless approved by the board a suggested alternative method requested by the voting member. In the event an annual meeting, or any called meeting cannot be held the Board of Directors reserves the right to alter the voting process to online voting.
A member must be in good standing in order to participate in the business of the Mid-States Hair Sheep Cooperative and in the election of its directors. By good standing it means a member has paid annual dues and other fees and has upheld the purposes and by-laws of the Mid-States Hair Sheep Cooperative. Non Voting Youth members can be any youth under the age of 18 and must own at least one hair sheep. They do not have voting privileges but will be listed on the website and receive all correspondence and newsletters sent to members. Youth members will be permitted to consign sheep to the special sales and receive the same benefits as members for the sale purpose. All sales are open for attendance to all members both full voting and youth, as well as the general public.
B: Individual as well as corporation and association memberships are $50 annually. Farm memberships are $50 annually. Non Voting Youth memberships are $25 annually for youth under 18 years of age. Only one Hair Sheep Times subscription will be provided per membership regardless.
C: Membership not in good standing shall be terminated upon failure of the member to pay membership dues and other charges assessed by the directors within (60) days of renewal notice, whether written or oral or both. Such former members shall be reinstated upon payment of current dues and upon payment of such unpaid back dues and charges as the directors may demand. Back fees may be waived if good cause is shown at time of reinstatement.
D: Any dues received after November 1 will be applied to the following year’s membership dues.
E: An annual meeting of the members shall be held anytime during the year or no later than October 30 of each year to consider such business as may properly come before the meeting. At least 30 working days notice shall be given to the current member of the time and place of the annual meeting and will be posted online and written in the "Hair Sheep Times". At least 30 working days’ written notice shall be given to the current member of the time and place of a special meeting when their attendance is needed. A special meeting can be held at the call of the President, a simple majority of all directors to include Board and Special Interest Directors, or 33% of the members. A special meeting of the Board can occur by a call of the President or simple majority of the board members and may be virtual or in person depending on the nature of the special meeting.
F: Quorum: Members constituting a majority of the Board of Directors shall constitute a quorum for the transaction of business at any board meeting. If less than said quorum is present at any official meeting, a majority of the members of the Board of Directors present may adjourn the meeting to a determined future time and place.
G: Majority Act: Unless otherwise specified below in the by-laws, each qualified member of the Board of Directors shall be entitled to one (1) vote. The act of a majority of the members of the Board of Directors present in person at a meeting in which a quorum is present shall be the act of the Board of Directors. The President shall have no vote on any issue unless there is a tie vote. Absentee voting or proxy voting is not allowed at any meeting.
H: Actions without meeting, telephone or online: As deemed necessary by the Board of Directors for association business, actions required or permitted by law to be taken at an onsite meeting of the Board of Directors may be taken without a physical meeting. Such electronic meeting of the Officers or Special Interest Director and the Board, or of member of a Committee designated by the Board of Directors may occur via media of telephone conference calls, or other similar communications equipment, or email/instant messaging, by means of which parties engaged in such meeting can hear each other, or can read, or otherwise know in entirely the statements made by all participants of said meeting. Participation in such electronic meetings pursuant to this section shall constitute presence in person at such meetings except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.
I: The voting membership may vote to bestow the title of Honorary Member on any individual who has given exceptional service to Mid-States Hair Sheep Cooperative. These Honorary Members do not have voting privileges.
ARTICLE IV: LOGO
The Directors may vote and adopt or alter the logo of the Cooperative.
ARTICLE V: BOARD OF DIRECTORS
Section One:
The affairs of Mid-States Hair Sheep Cooperative shall be conducted by the Board of Directors
Section Two:
Provisions
A: The Board of Directors shall consist of five people, the President, Vice President, Treasure and Secretary, and Special Interest Director, who can designate a committee lead to cast a vote in his absence, who is a full voting member of the organization in good standing. Such person may be an individual, a farm, a corporation, but such farm or corporate entity shall designate in writing filed with the secretary the individual who shall act on the behalf of said farm or corporate entity. All members must be notified in writing 60 days prior to the annual meeting to ask for candidates. Candidates must submit their names to the Board of Directors 30 days prior to the annual meeting.
B. The first Board of Directors will serve 2 full years before regular rotation of Board members begin as stated below. After the 2nd year, the President and Vice Presidents terms will be up for election or re-election. The Secretary and Treasure will serve for 2 years upon which their terms will be up for election or re-election. The President and Vice president positions will only be allowed to serve for 2 terms of 2 years. After serving for the maximum of 2 terms or 4 years the past President will have a 5 year “rest period” and will be ineligible for the position of President or Vice President during that time. The Vice President is however eligible to run for President after serving 4 years as Vice President and may only serve one term, 2 years, as President after serving for 4 years as Vice President unless 2 years have passed between being Vice President and being elected to President. If 2 years have passed between being Vice President and elected to President then that person can hold the office of President for 2 terms or 4 years before being ineligible to hold the office of President or Vice President for 5 years. Furthermore, in order to serve on the Board of Directors that person must own hair sheep
Terms for President and Treasurer will be up for election/re-election on Even numbered years (Example 2020, 2022… etc.) while Vice President and Secretary terms will be up for election/re-election on Odd numbered years so that offices will not be void of experienced officers
C.Board of Directors must have been a full voting member for one full year. This does not apply to the first Board of Directors.
D. The Board of Directors shall be elected by a simple majority of the general membership present and voting. There shall be no other nominating committee other than the cooperatives membership. The special Interest Directors can be nominated by the membership and will be elected by the Board of Directors.
E. The Board of Directors therefore shall establish a general meeting time and place at least once annually to attend to such business as shall properly come before them and to the election of new Board of Directors and Special Interest Directors. The Board of Directors shall reserve the right to convert the voting process to online/mail-in as needed if in person meeting/voting is not possible.
F. Any act taken by a majority of the directors at which a quorum is present including the removal of any director shall constitute an act of the board. Any vacancy on the board, including but not limited to death, resignation, or removal shall be filled by nomination of another member in good standing and a majority vote of the Board of Directors until the next annual meeting where the general membership will then elect a replacement. The person serving as the board’s appointee can then run for the complete term.
G. No member of the Board of Directors shall be absent without justifiable cause for two consecutive annual meetings of the general membership (other meetings, special or electronic, not included.) A director so absent shall be deemed to have resigned, and said position shall be filled at the second occurrence of the annual meeting.
H. No director or officer shall receive any salary for any services. The Board of Directors, however, may at its discretion pay reasonable and customary compensation in the form of per diem and the travel to officers, directors and members rendering extraordinary services to the association (provided said funds are available in the budget.)
I. The Board of Director shall have the authority to charge membership and other fees in such amounts as the board in its discretion deems necessary and appropriate.
J. The Special Interest Director will be elected by the Board of Directors from within the current qualified membership. The Special Interest Director(s) heading committees as needed by the Board for example Sale Director, Field Day Director, Mentoring Director, Beginning Youth Shepherd Director, Reserve Director. If a member wishes to join a committee, they need to submit their name to the committee’s Special Interest Director for approval by the Board of Directors. The committee chair does not need to be a Special Interest Director. However, the Special Interest Director within the committee is responsible for communicating the business of such committee to the Board of Directors.
ARTICLE VI: OFFICERS
A. The officers of Mid-States Hair Sheep Cooperative shall consist of a President, a Vice-President, a Secretary, and a Treasurer there will be no more than 5 officers including the Special Interest Director who will also have a vote in all businesses pertaining to the Mid-States Hair Sheep Cooperative. The Secretary and Treasurer positions should not be combined since there is no paid operations manager. If the Board of Directors deems a situation critically necessary, they can combine the positions of Secretary and Treasurer. These officers shall be elected by the Board of Directors from within the current Board of Directors. Each officer shall hold office until the end of their term. Officers may succeed themselves. Should any elected office become vacant within the year, a majority of the Board of Directors may elect a Special Interest Director to fill the vacancy for the completion of the term.
B: A Board of Directors or Special Interest Director may be removed from office by an affirmative majority vote of all the current Board of Directors at any regular or special meeting called for that purpose, for conduct detrimental to the interest of the Mid-States Hair Sheep Cooperative, for lack of sympathy with its purposes, or the association. Such officer or director proposed to be removed shall be entitled to at least thirty (30) days written notice by registered, return receipt mail of the causes for removal from office and of the meeting of the Board of Directors wherein said removal is to be considered. Moreover, said officer shall be granted prior to their removal the opportunity before all the other Board of Directors to defend themselves of all charges.
C: 2 Officers are required to be on the bank account with 1 signature required to write a check. The current President will audit the books at least once per year or any time at will.
ARTICLE VII: DUTIES AND AUTHORITY OF OFFICERS
President – President shall be the principal executive officer of the association. They shall preside at all meetings of the members, the executive committee, and the Board of Directors. They shall handle the general and active management of the Mid-States Hair Sheep Cooperative business affairs and shall ensure that all orders and resolutions of the Board of Directors are put into effect. In general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors on occasion. They shall be an ex officio member of all committees.
Vice President – The Vice President shall, in the absence of or in case of disability of the President perform the duties and exercise the powers of the executive officer of the association and have such powers as the Board of Directors may occasionally prescribe. The Vice President will communicate with all Special Interest Directors and assist where needed in any of these affairs.
Secretary/Assistant Secretary – The Secretary or Assistant Secretary shall attend all meetings of the Board of Directors and record all the proceedings of the board and prepare the minutes for review at the next meeting.
The Secretary or Assistant Secretary shall give required notice of all meetings. The Secretary or Assistant Secretary shall perform other duties as may be prescribed by the Board of Directors or President.
Treasurer – The Treasurer shall have the custody of the Mid-States Hair Sheep Cooperative funds and securities and shall keep full and accurate accounts of receipts and disbursements either in regular ledgers or in appropriate computer records. The Treasurer shall deposit all monies and other valuable effects in the name, and to the credit, of the association in such depositories as may be designated by the Board of Directors. They shall disburse the funds of the Mid-States Hair Sheep Cooperative and shall render to the President and the Board of Directors at its regular meetings or when the board so requires and to the membership at least once each year and accounting of all transactions and of the financial status of Mid-States Hair Sheep Cooperative. The Treasurer is also responsible for filing taxes and keeping the status of the Mid-States Hair Sheep Cooperative current.
A. Limitations of Officers use of funds: Any officer may use association funds for Mid-States business fees or purchases, and or purchases/fees associated with an event of the association with at least (1) other officers’ knowledge and agreement of fund usage up to $150.00. Any purchase over and above $150.00 will need an approval vote of the board prior to fund usage.
ARTICLE VIII: MISCELLANEOUS
A. Amendments: These by-laws or any provisions hereof may be repealed or amended or added to in the following manner: at least 33% of the members in good standing present the same amendment to the Secretary at least sixty (60) days prior to the annual meeting or any member in good standing may submit a proposed amendment to the Board of Directors for discussion at least sixty (60) days prior to the annual meeting. If a simple majority of the Board of Directors vote in favor of the amendment being presented to the general membership for a vote at the annual meeting; then the Secretary shall post notice on the website and in the Hair Sheep Times at least thirty (30) days prior to the annual meeting a written notice specifying the points to be amended, repealed or added at the annual meeting. Members in good standing may vote in person or via zoom depending on distance of travel and business to be discussed. A two-thirds (2/3) majority vote of the members voting shall be required for any amendment, addition, or repeal to become effective. Such action may only occur at the annual meeting.
B. Facsimile Signatures: A telegram, telex, cablegram or similar transmission, or photographic, photo static, facsimile, or similar reproduction of a signed writing shall be regarded as an original signature unless otherwise required by law.
C. Validity of By-Laws in General: If any by-law provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision and the by-laws in general shall stand as written. Only that particular, stated provision may be affected. Any such adopted change to the by-laws shall be duly recorded in the by-laws and the date of said action inserted.
D. Dissolution: Dissolution of this entity known as the Mid-States Hair Sheep Cooperative may occur by all board members submitting a vote and in addition, a majority vote of the membership will count as a single vote. Any physical assets owned by the Mid-States Hair Sheep Cooperative is to be auctioned off and all monetary funds to be donated to a sheep educational group to be chosen by the current Board of Directors.