NACFA By-laws
BY—LAWS
(Originally adopted Sept. 29, 1975)
(Officially modified where indicated by (date))
(Unofficially modified where indicated by **)
ARTICLE I- Name and Purpose
Section 1. The name of this organization shall be The North American Clun Forest Association.
Section 2. The purpose of this organization shall be to provide for the recording of pedigrees, the issuance of registration certificates to animals whose pedigrees have been deemed to be pure and which meet such other qualifications as the association may determine, and the keeping of records of import to the Clun Forest breeders of North America. It shall also be the purpose of this organization to promote the Clun Forest breed.
Section 2a. As part of that purpose, the organization may from time to time publish a promotional booklet and will maintain a website promoting the breed. The Executive Committee shall exercise oversight for all promotional activities of the association to encourage cooperation among breeders (**2003).
Section 3. The registered domain name of this organization shall be www.clunforestsheep.org The Executive Committee reserves the right for usage of any other clun forest sheep web addresses and restricts use of these by members (**2003).
ARTICLE II - Membership and Meetings
Section 1. Voting memberships shall be open to any Clun Forest breeder who adheres to the policies and rules of the organization. Each membership (represented by a set of flock letters) represents one vote (**1981). Voting memberships shall be restricted to those breeders of purebred Clun Forest sheep who own both registered rams and ewes (**1982).
Section 2. A general membership meeting shall be held each year. Each member whose dues are fully paid for the current year or who holds a lifetime membership in the organization shall be notified at least one month in advance of the general membership meeting.
Section 3. It shall be the responsibility of the president to call meetings. In addition to the annual general membership meeting, the president at his or her discretion may call other meetings. In the case of the disability or absence of the president, the vice president may call meetings providing he or she has the consent and approval of the other officers (**2003).
Article III - Officers
Section 1. The officers of the organization shall be president, vice president, secretary and treasurer. The office of secretary and treasurer may be combined. Other officers may be designated by vote of the membership at the annual general membership meeting.
Section 2. The term of office shall be two years or until their successors have been duly elected. All officers may serve only two terms with the exception of the secretary or secretary—treasurer in the case of the combined office.
Section 3. Should a vacancy occur in an office, it may be filled by appointment of the executive committee. The appointee will serve until the next annual general membership meeting at which time a successor will be elected by the membership.
Section 4. Should either U.S. or Canadian members not be represented on the executive committee (president, vice president, secretary or secretary-treasurer, immediate past president), the president shall appoint an additional member to the committee from the country not represented (**1980).
ARTICLE IV– Elections
Section 1. Elections shall be held in even numbered years.
Section 2. Nominations shall be by petition. The number of signatures required shall be established at the previous annual meeting, or if not so established shall be two. Nominating petitions must be sent to the secretary at least two months before the annual meeting. The petition shall simply state: We, the undersigned, do hereby nominate ( name of nominee) for the office of (name of office). Signatories must be voting members of the organization whose dues have been paid for the current year.
Section 3. If no nomination petitions have been received six weeks prior to the scheduled annual general membership meeting, the officers in consultation with each other may place names on the ballot, but only for those positions where no nominating petitions have been received.
Section 4. Election of officers will be by confidential ballot. All voting members will receive in the mail the appropriate ballots and envelopes to secure the secrecy of their ballot at least three weeks before the annual meeting. It will be the responsibility of the secretary to see that the ballots are prepared and mailed at the appropriate time. Ballots must be returned to the secretary before the opening session of the annual meeting. The president will appoint a committee of tellers to count the ballots. The appointment of the tellers must be ratified by the members in attendance at the annual meeting before the commencement of the counting of the ballots. As soon as the votes have been tallied, the results will be announced, and the new officers will assume their responsibilities.
ARTICLE V — Committees
Section 1. The officers shall constitute the executive committee. The immediate past president shall also be a member of the executive committee. All business of the association shall be conducted by the executive committee during the months between the annual general membership meetings. The executive committee shall have the power to conduct all business and make such decisions as are necessary with the exception of those items of business and duties which are specifically mentioned in the By—Laws as the sole responsibility of the general membership.
Section 2. The president shall have the power to appoint in consultation with the executive committee any other committees which are necessary or desirable. Such committees shall serve until their work is completed or until the next annual meeting. The president shall be an ex—officio member of all committees.
ARTICLE VI — Quorum
Section 1. At the annual general membership meeting and at all other meetings the quorum shall consist of those who attend the meeting.
ARTICLE VII — Dues and Fees
Section 1. Lifetime voting membership dues shall be $100.00 (**1982) and shall entitle the member to full privileges under the rules.
Section 2. Annual membership dues shall be determined by the general membership at the annual meetings. Once the amount of annual dues has been established, unless it is deemed necessary to change the amount, it need not be brought up at each annual meeting.
Section 3 All other fees such as those for registration, transfer of ownership of animals, etc. will be established by the executive committee.
ARTICLE VIII — Policies
Section 1. All policies relative to the registration of animals in the pedigree records of the association must be enacted by a majority vote of the general membership in attendance or represented by a proxy (in absentia) vote (1984) at the annual meeting or other such general membership meeting when proper notice is given.
Section 2. Rules and policies relative to the conduct of business of the association may be enacted by the executive committee, but the general membership by a majority vote at any annual meeting or other meetings when proper notice has been given may void such rules or policies (see below Sections 2c and 2d regarding proxy or in absentia voting).
Section 2a. An in absentia or proxy vote may be submitted by any qualified voting member who cannot attend an annual meeting (**1984).
Section 2b. A proxy letter designating his/her representative must be carried by the proxy voter and put on file with the meeting; the proxy letter is valid for that meeting only (**1984).
Section 2c. Qualified voting members may submit items to be circulated to the membership for possible proxy (in absentia) voting, provided that such items are stated as motions and that they are in the Secretary’s hands no later than September 1, in order to be circulated to the membership one month prior to the meeting (1985).
Section 2d. Agenda items to be voted on by proxy must be submitted to all qualified voting members no later than September 15** providing that the meeting be scheduled for September 25 or later in any given year; that is, in order to be circulated to the membership one month prior to meeting (1985).
Section 3. Minutes of the annual meetings shall be circulated to all members.
ARTICLE IX - Audits
Section 1. The president will appoint an auditing committee whose responsibility will be to see that the treasurer’s accounts are audited either prior to the annual meeting or during the annual meeting.
ARTICLE X - Amendments
Section 1. These By—Laws may be amended by a majority vote at any general membership meeting providing that proper notice of the meeting has been given and providing that the proposed amendments have been sent at least one month in advance to all members of the association.
Section la. Where action to amend the By—Laws is taken at an annual meeting without advance notice to the membership, the publication of that action in the minutes constitutes notice for the next annual meeting’s actions (implied **1980). The Secretary when announcing the annual meeting, shall remind the membership of the changes to be ratified at the upcoming meeting (**2003).
(In practice, only amendments Section 2c and 2d of Article VIII were announced one month prior to the meeting and circulated to the membership with a request for proxy votes). These two By-Law changes are, therefore, the only changes done according to the stipulations of the By-Laws. All other amendments have stood as amendments without being reintroduced in the following annual meetings or without having been announced and circulated to the voting membership one month prior to the annual meeting. While no objections to the others were received after their “passing” was recorded in the minutes of the annual meetings, some motion should probably be made to make them legal. If done according to the By-Laws as dictated in Article X, all **changes should be sent to the general membership for confirmation by ballot at least one month before the next annual meeting.
ARTICLE XI – Parliamentary Procedure
Section 1. Where not otherwise specified, Roberts’ Rules of Order will govern the procedure of this organization.