SOAYS OF AMERICA, INCORPORATED
ASSOCIATION AND REGISTRY
BYLAWS
Article I
THE CORPORATION
1.1
NAME: The Corporation is known and referred to herein as Soays of America, Incorporated (SOA).
NAME: The Corporation is known and referred to herein as Soays of America, Incorporated (SOA).1.2CHARTER: SOA is chartered as a nonprofit corporation under the laws of the state of Washington.
CHARTER: SOA is chartered as a nonprofit corporation under the laws of the state of Washington.1.3LOCATION: The principal and registered office of SOA shall be located at such place as most recently designated by the Board of Directors of SOA.
LOCATION: The principal and registered office of SOA shall be located at such place as most recently designated by the Board of Directors of SOA.1.4PROPERTY: The intellectual and physical property of SOA belongs to said organization and not to any specific individual.
PROPERTY: The intellectual and physical property of SOA belongs to said organization and not to any specific individual.1.5ARTICLES OF INCORPORATION: All Board Members shall be provided with copies of the Articles of Incorporation and Association Bylaws.
ARTICLES OF INCORPORATION: All Board Members shall be provided with copies of the Articles of Incorporation and Association Bylaws.1.6SEAL & SYMBOL: The Corporate Seal and Symbol of the Association shall be in such forms as prescribed by the Board, and then only in the presence of the persons prescribed in the resolution, or, if not persons are prescribed, in the presence of the President and one other Director.
SEAL & SYMBOL: The Corporate Seal and Symbol of the Association shall be in such forms as prescribed by the Board, and then only in the presence of the persons prescribed in the resolution, or, if not persons are prescribed, in the presence of the President and one other Director.Article II
PURPOSE AND GOALS
2.1PURPOSE AND GOALS: The purpose of the association is to establish and support the Soay breed of sheep in North America, also known as Soays of America sheep and American Soay sheep, and:
PURPOSE AND GOALS: The purpose of the association is to establish and support the Soay breed of sheep in North America, also known as Soays of America sheep and American Soay sheep, and:a)To educate the public and SOA members about Soay sheep.b)To promote interest in the Soay breed of sheep wherever possible in order to attract new breeders for the conservation and well being of the breed.c)To provide interested people with information about Soay sheep and their products.d)To register and keep pedigree records of all animals that qualify as Soay sheep according to the guidelines of SOA.e)To maintain records of Transfer of Ownership of Soay sheep.f)To maintain a database of breeders of Soay sheep.Article III
FINANCES
3.1FISCAL YEAR: The fiscal year of SOA shall commence January 1 and end on December 31.
FISCAL YEAR: The fiscal year of SOA shall commence January 1 and end on December 31.3.2DEPOSITS: All moneys, securities, and other valuables of SOA shall be deposited in the name of Soays of America, Incorporated 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.
DEPOSITS: All moneys, securities, and other valuables of SOA shall be deposited in the name of Soays of America, Incorporated 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.3.3EXECUTION OF INSTRUMENTS: All instruments of assignment, transfer, conveyance, release, and contract requiring execution of the Board of Directors of SOA shall be signed by the authorized officer or agent designated by the Board. Contracts, documents, or any instruments in writing requiring the signature of the Association, shall be signed by the President and the Secretary of the Association, or by the President and a director elected from the Board by the directors. The director elected in lieu of the Secretary shall exercise his authority of signature if the Secretary resigns, has been suspended, or otherwise is unable to exercise his authority of signature. The Vice-President shall assume the authority of signature in the event the President resigns, is suspended, or is otherwise unable to fulfill the duties of this office. The President, with the approval of a minimum of 70% of the directors, shall have the right to appoint an officer, or officers, on behalf of the Association to sign specific contracts, documents, and instruments in writing, that are deemed necessary to conduct the business affairs of the Association.
EXECUTION OF INSTRUMENTS: All instruments of assignment, transfer, conveyance, release, and contract requiring execution of the Board of Directors of SOA shall be signed by the authorized officer or agent designated by the Board. Contracts, documents, or any instruments in writing requiring the signature of the Association, shall be signed by the President and the Secretary of the Association, or by the President and a director elected from the Board by the directors. The director elected in lieu of the Secretary shall exercise his authority of signature if the Secretary resigns, has been suspended, or otherwise is unable to exercise his authority of signature. The Vice-President shall assume the authority of signature in the event the President resigns, is suspended, or is otherwise unable to fulfill the duties of this office. The President, with the approval of a minimum of 70% of the directors, shall have the right to appoint an officer, or officers, on behalf of the Association to sign specific contracts, documents, and instruments in writing, that are deemed necessary to conduct the business affairs of the Association.3.4ACCEPTANCE OF BEQUESTS, DEVICES AND DONATIONS: The President, or any other officer of the Board may:
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, orb)With the prior approval of the Board, accept any other bequests, devices, or donations.3.5LIMITS ON EXPENDITURES: All expenditures of funds by a Board member for items in excess of one hundred dollars ($100.00) shall require approval by a motion passed by the Board.
LIMITS ON EXPENDITURES: All expenditures of funds by a Board member for items in excess of one hundred dollars ($100.00) shall require approval by a motion passed by the Board.3.6BORROWING: In order to carry out the purposes of the Association, the Board may, on behalf of SOA, raise or secure the payment of repayment of money in the manner they decide. The Board shall assume no loan nor solicit any loan or line of credit without the sanction of a special resolution of 100% approval of the Board members.
BORROWING: In order to carry out the purposes of the Association, the Board may, on behalf of SOA, raise or secure the payment of repayment of money in the manner they decide. The Board shall assume no loan nor solicit any loan or line of credit without the sanction of a special resolution of 100% approval of the Board members.3.7INDEMNIFICATION: Subject to compliance with Washington 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 conducts 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.
INDEMNIFICATION: Subject to compliance with Washington 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 conducts 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.3.8PROHIBITED TRANSACTIONS: No part of the net earnings of this corporation shall inure 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.
PROHIBITED TRANSACTIONS: No part of the net earnings of this corporation shall inure 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.3.9REMUNERATION: No part of the net earnings of SOA shall inure to the benefit of, or be distributable, to its members, directors, officers, or other private persons, except that the Board is authorized or empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.
REMUNERATION: No part of the net earnings of SOA shall inure to the benefit of, or be distributable, to its members, directors, officers, or other private persons, except that the Board is authorized or empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.3.10INSPECTION OF ACCOUNTS:
INSPECTION OF ACCOUNTS:a)The financial accounts of the Associations shall be made available for inspection by members by appointment during normal working hours.b)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 SOA. A copy of such audit shall be available to the members of SOA.Article IV
MEMBERSHIP
4.1PRIVILEGES OF MEMBERSHIP: Membership in SOA 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, speak, and vote at the membership meetings of the association. When the qualification for one membership has been met by more than one person (family, corporation, farm, partnership, or any other entity), all persons involved in meeting that qualification may attend and speak at the membership meeting, however, that membership shall have one vote. In addition, members in good standing shall be kept informed of the corporation's activities, shall be notified of all membership meetings, shall have annual reports, and up-to-date copies of the bylaws made available to them. All financial 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.
PRIVILEGES OF MEMBERSHIP: Membership in SOA 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, speak, and vote at the membership meetings of the association. When the qualification for one membership has been met by more than one person (family, corporation, farm, partnership, or any other entity), all persons involved in meeting that qualification may attend and speak at the membership meeting, however, that membership shall have one vote. In addition, members in good standing shall be kept informed of the corporation's activities, shall be notified of all membership meetings, shall have annual reports, and up-to-date copies of the bylaws made available to them. All financial 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.4.2DEFINITION OF MEMBERSHIP: Members eligible to register sheep are required to register their eligible Soay sheep with SOA prior to sale, prior to use in breeding, and prior to one year of age.
DEFINITION OF MEMBERSHIP: Members eligible to register sheep are required to register their eligible Soay sheep with SOA prior to sale, prior to use in breeding, and prior to one year of age. a)ACTIVE MEMBER: Any person who is 18 years of age or older, family or corporation located in North America who owns and breedsoay sheep is eligible to become an Active Member of SOA. Active Members must be current in their membership (in good standing) to be eligible to vote and/or hold elective office, and/or to register sheep with SOA.b)JUNIOR MEMBER: Any person under 18 years of age who owns and breeds Soay sheep is eligible to become a Junior Member of SOA. Junior members shall not be eligible to vote and/or hold elective office. Junior members must be current on their membership dues (in good standing) to be eligible to register Soay sheep.c)ASSOCIATE MEMBER: Any person, family or corporation interested in the promotion of Soay sheep may become an associate member of SOA, and as such is entitled to all privileges of full membership except that they shall have no vote, nor shall they be eligible to hold elective office, nor shall they be eligible to register Soay sheep with SOA.d)INTRODUCTORY MEMBER: Any person wishing to join SOA after June 30 of the present year may be eligible for Introductory Membership. Introductory Members shall fall into two categories, depending on age of the new member; Active Introductory Member, or Junior Introductory Member. Introductory Members are entitled to all privileges of membership, except that they shall not be entitled to vote or hold office. Introductory Membership shall be available only one time per person, farm, family or corporation. Introductory Members shall be eligible for Active or Junior Membership the following year.e)HONORARY MEMBER: Any person having made outstanding contributions to the establishment of the Soay 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 nor the privilege of vote.f)FARM MANAGER: Any person who is 18 years of age or older, family or corporation located in North America who manages and breeds Soay sheep is eligible to become a Farm Manager Member of SOA, with the condition that the farm being managed keeps no other breed of sheep than Soay sheep. Farm Manager Members do not own the sheep being managed yet make all management decisions regarding the flock as a whole as well as the individual sheep. Farm Manager Members must live in the vicinity of the flock being managed, must visit the flock at least once a month, must be responsible for all decisions made regarding breeding and flock management, and must be responsible for all registrations and flock data submitted to SOA as required in the bylaws. Farm Manager Members may hold prior membership with SOA, and/or may manage more than one flock. Farm Manager Members must be current in their membership (in good standing) to register sheep with SOA, and shall not be eligible to vote and/or hold elective office.g)The Board of Directors may, at its discretion, establish other classes of membership.4.3MEMBERS IN GOOD STANDING: A member in good standing is one who has paid the current membership dues and is not under suspension or expulsion by SOA. A member ceases to be in good standing upon failure to pay the annual membership and/or levy, and/or dues, or any subscription of indebtedness due to SOA. The Board may cause the name of such a member to be removed from the register of Members. Such a member may be readmitted to the membership by the Board upon receiving such funds as they may consider reasonable and necessary.
MEMBERS IN GOOD STANDING: A member in good standing is one who has paid the current membership dues and is not under suspension or expulsion by SOA. A member ceases to be in good standing upon failure to pay the annual membership and/or levy, and/or dues, or any subscription of indebtedness due to SOA. The Board may cause the name of such a member to be removed from the register of Members. Such a member may be readmitted to the membership by the Board upon receiving such funds as they may consider reasonable and necessary.4.4MEMBERSHIP FEES AND DUES: Annual membership fees for the above established classes of membership shall be set at the discretion of the Board of Directors.
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.4.5EFFECTIVE DATE OF MEMBERSHIP: Annual membership shall begin January 1st and expire on December 31st.
EFFECTIVE DATE OF MEMBERSHIP: Annual membership shall begin January 1st and expire on December 31st.4.6TERMINATION OF MEMBERSHIP: Membership shall terminate on December 31st each year. A grace period of 90 days shall be in effect, allowing such time for members to send in membership dues. Members not paid within the 90 days grace period are stricken from membership of SOA until dues are paid. Members in good standing may resign by sending a letter of resignation to the recording secretary, before dues have become delinquent. Any dues submitted prior to the resignation date are forfeited to SOA.
TERMINATION OF MEMBERSHIP: Membership shall terminate on December 31st each year. A grace period of 90 days shall be in effect, allowing such time for members to send in membership dues. Members not paid within the 90 days grace period are stricken from membership of SOA until dues are paid. Members in good standing may resign by sending a letter of resignation to the recording secretary, before dues have become delinquent. Any dues submitted prior to the resignation date are forfeited to SOA.4.7SUSPENSION: Subject to review and approval by a majority of 70% of the Board, the Secretary may be directed by the Board to suspend a member, or deny membership to a person applying for membership when such a member, or applicant for membership, has failed to fulfill financial obligations, or practice procedures that contradict or are in conflict with the Bylaws of the Association.
SUSPENSION: Subject to review and approval by a majority of 70% of the Board, the Secretary may be directed by the Board to suspend a member, or deny membership to a person applying for membership when such a member, or applicant for membership, has failed to fulfill financial obligations, or practice procedures that contradict or are in conflict with the Bylaws of the Association.4.8EXPULSION: Members whose conduct is considered by the Board to be contrary to the stated purposes or detrimental to the interest of SOA, shall be asked by the Board to explain or justify their actions within a given period of thirty (30) days. If the member(s) are unwilling or are unable to do so, the Board shall:
EXPULSION: Members whose conduct is considered by the Board to be contrary to the stated purposes or detrimental to the interest of SOA, shall be asked by the Board to explain or justify their actions within a given period of thirty (30) days. If the member(s) are unwilling or are unable to do so, the Board shall:a) Review the matter and with the approval of a 70% majority of board members voting, give notice to the member 1) asking him/her to resign; or 2) of his/her expulsion. A brief statement of the reason or reasons for the purpose of expulsion shall be given to the member(s). A statement of these reason(s) shall be available to the membership upon request.orb) Give notice of motion to be considered at the next General Meeting, requesting their expulsion from SOA. A copy of this motion shall be communicated to the member concerned in time for that person to make a written response. If a response is made, it shall be circulated with the Notice of Motion. The member(s) concerned shall be given an opportunity to explain their position at the meeting at which the motion requesting their expulsion is considered. Approval of expulsion by the general membership shall require 70% of votes cast, and the result of the vote shall be the final decision.4.9 REPEAL OR REPRIMAND:
a) Members that have been asked to resign or have been expelled may, after a period of one year, make application in writing to the Secretary requesting to become a member. The Board may approve acceptance of the applicant with a 70% majority of the votes cast.b) Notwithstanding Bylaws 4.7 and 4.8, the Board of Directors may deem it more appropriate to reprimand, or otherwise deal with any member whose actions discredit the Association or its members.Article V
MEMBERSHIP MEETINGS
5.1ANNUAL MEMBERSHIP MEETING: The members of SOA shall meet annually at such time and place as designated by the Board of Directors.
ANNUAL MEMBERSHIP MEETING: The members of SOA shall meet annually at such time and place as designated by the Board of Directors.5.2PURPOSE OF MEETING: The Annual Membership Meeting is held for the purpose of announcing the nominations 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.
PURPOSE OF MEETING: The Annual Membership Meeting is held for the purpose of announcing the nominations 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.5.3GENERAL NOTICE OF MEMBERSHIP MEETINGS: Written notice of the time and place of the membership meetings shall be mailed or emailed to the members and be postmarked at least 60 days prior to such meetings. Upon request, an agenda of the meeting, any ballots to be used, and any proposed changes to the bylaws shall be furnished to any member.
GENERAL NOTICE OF MEMBERSHIP MEETINGS: Written notice of the time and place of the membership meetings shall be mailed or emailed to the members and be postmarked at least 60 days prior to such meetings. Upon request, an agenda of the meeting, any ballots to be used, and any proposed changes to the bylaws shall be furnished to any member. 5.4VOTING: Voting on issues addressed at membership meetings shall be conducted by mail ballot. No more than 30 days after the Annual Membership Meeting the Secretary of the Association shall mail the ballots to each active member. Results of the balloting shall be counted by a person or organization designated by the Board of Directors and unaffiliated with SOA 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. The act of the majority of those voting shall be considered an act of the membership of the corporation, except when a two-thirds majority of the eligible membership is called for in these bylaws.
VOTING: Voting on issues addressed at membership meetings shall be conducted by mail ballot. No more than 30 days after the Annual Membership Meeting the Secretary of the Association shall mail the ballots to each active member. Results of the balloting shall be counted by a person or organization designated by the Board of Directors and unaffiliated with SOA 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. The act of the majority of those voting shall be considered an act of the membership of the corporation, except when a two-thirds majority of the eligible membership is called for in these bylaws.5.5SPECIAL MEETINGS: Such meetings other than the above mentioned Annual Membership meeting may be called only to discuss issues and for educational and promotional purposes. Special meetings may be called by the President or by petition by a minimum of 40% of the active membership. Written notice of the time and place of the special meeting shall be mailed to the members and be postmarked at least 60 days prior to such meetings.
SPECIAL MEETINGS: Such meetings other than the above mentioned Annual Membership meeting may be called only to discuss issues and for educational and promotional purposes. Special meetings may be called by the President or by petition by a minimum of 40% of the active membership. Written notice of the time and place of the special meeting shall be mailed to the members and be postmarked at least 60 days prior to such meetings.Article VI
BOARD OF DIRECTORS
6.1AUTHORITY: The Board of Directors of SOA shall be the governing board of SOA, and shall have ultimate authority over and responsibility for all corporate expenses, properties, funds, and debts. The Board of Directors shall have ultimate authority over any and all policy decisions.
AUTHORITY: The Board of Directors of SOA shall be the governing board of SOA, and shall have ultimate authority over and responsibility for all corporate expenses, properties, funds, and debts. The Board of Directors shall have ultimate authority over any and all policy decisions.6.2DELEGATION OF AUTHORITY: Members, staff, directors, officers and others may act in the name of SOA only when specifically authorized to do so by the Board.
DELEGATION OF AUTHORITY: Members, staff, directors, officers and others may act in the name of SOA only when specifically authorized to do so by the Board.6.3NUMBER OF DIRECTORS: The Board of Directors shall consist of not less than three and not more than nine members at the discretion of the existing Board, subject to Article 6.8.
NUMBER OF DIRECTORS: The Board of Directors shall consist of not less than three and not more than nine members at the discretion of the existing Board, subject to Article 6.8.6.4TERMS OF DIRECTORS:
TERMS OF DIRECTORS:a)Directors shall serve a term of 2 years, subject to Article 6.6a. Officers, including the President, Vice President, Secretary and Treasurer shall serve a term of 3 years, subject to Article 6.6a.b)The President and Treasurer shall be elected in the same years (2005, 2008, etc) subject to Article 6.4d.c)The Vice President shall be elected in 2006, 2009, etc.d)The Secretary shall be elected in 2004, 2007, etc. In the event that the Secretary and Treasurer are combined into one position, that position shall be elected in 2004, 2007, etc.e)Elections of Directors shall occur, subject to Article 6.8, provided that no more than two Directors are elected in one calendar year.f)Board Members may hold the same elected position for more than one term, but shall not hold the same position for 2 consecutive terms. Board Members may hold other positions alternately.g)The position of Registrar, which is not an elected position, may serve a term of 4 years or longer, at the discretion of the Board.6.5MANNER OF ELECTIONS: The Board of Directors shall have the discretion to declare districts within the territory covered which shall promote a fair and reasonable representation of the membership.
MANNER OF ELECTIONS: The Board of Directors shall have the discretion to declare districts within the territory covered which shall promote a fair and reasonable representation of the membership.a)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 be declared elected. In the case of a tie for first place, a run-off election shall be held among those receiving the tie vote.b)Nominations of candidates shall be considered valid when written nomination is received from any Active Member via email or postal mail no less than 30 days prior to the current year election.c)The Secretary of the Association shall mail a ballot for election of Directors to each active member no less than 30 days prior to the annual elections. No ballot shall be counted as valid unless such ballot shall have been postmarked prior to midnight of the designated election deadline. Results of the election shall be announced in the next newsletter, which shall be mailed to all active members.6.6VACANCIES 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.
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 80% of the currently existing members of the Board. Any director shall have the right to speak on his/her own behalf before a vote and removal by the Board.c)In the event such a vacancy does occur, the office, with the exception of the President, shall be filled at the time of the next Board meeting. In the event of a vacancy by the President, the Vice President shall assume the Presidency, and the position of Vice President shall be filled at the next Board Meeting. The assumed position of any office shall be for the remaining term length. Board vacancies shall be filled within 30 days after the position becomes vacant. Vacancies among directors shall be appointed by the Board of Directors for the remaining length of term vacated.6.7ELECTION OF BOARD OFFICERS: The Officers on the Board of Directors shall be elected for a 3 year term. No family, business partnership or farm may be represented more than once at any one time on the Board of Directors. If a second member of a family, business partnership or farm is nominated during the term of the first member, the second member's nomination must be removed. All Board Members shall be voting members in good standing with SOA, and must have been a member of SOA for a minimum of one year, must keep and breed American Soay sheep, and must be current in the registration of their American Soay sheep.
ELECTION OF BOARD OFFICERS: The Officers on the Board of Directors shall be elected for a 3 year term. No family, business partnership or farm may be represented more than once at any one time on the Board of Directors. If a second member of a family, business partnership or farm is nominated during the term of the first member, the second member's nomination must be removed. All Board Members shall be voting members in good standing with SOA, and must have been a member of SOA for a minimum of one year, must keep and breed American Soay sheep, and must be current in the registration of their American Soay sheep.6.8COMPOSITION AND DUTIES OF BOARD OFFICERS: The officers of the Board shall be President, Vice President, Secretary and Treasurer. The number of additional Board Members shall be determined according to the total number of members. Five Board Members, including officers, shall serve up to 49 total members. Seven Board Members, including officers, shall serve from 50 to 99 total members. Nine Board Members, including officers, shall serve 100 or more total members. The Secretary and Treasurer positions may be combined into one position, at the discretion of the Board. If combined, the Secretary/Treasurer shall have no more than one vote at any meeting.
COMPOSITION AND DUTIES OF BOARD OFFICERS: The officers of the Board shall be President, Vice President, Secretary and Treasurer. The number of additional Board Members shall be determined according to the total number of members. Five Board Members, including officers, shall serve up to 49 total members. Seven Board Members, including officers, shall serve from 50 to 99 total members. Nine Board Members, including officers, shall serve 100 or more total members. The Secretary and Treasurer positions may be combined into one position, at the discretion of the Board. If combined, the Secretary/Treasurer shall have no more than one vote at any meeting.a)The Board of Directors shall be responsible for the management and administration of SOA in all respects and for all purposes. The Board of Directors shall have the power to conduct the business of the organization except that which is retained by the membership as provided by these bylaws.b)The Board of Directors shall be responsible for adoption of the annual budget.6.9PRESIDENT DUTIES: The President shall be the chief officer of SOA and shall perform the duties of general supervision of the business and affairs of SOA. (S)he shall preside at all meetings of the Board, and of the membership. (S)he shall be responsible for maintaining good public relations with the community. (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.
PRESIDENT DUTIES: The President shall be the chief officer of SOA and shall perform the duties of general supervision of the business and affairs of SOA. (S)he shall preside at all meetings of the Board, and of the membership. (S)he shall be responsible for maintaining good public relations with the community. (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.a)(S)he shall supply the Secretary with correspondence to the general membership and members of the Board, members of the Executive Committee, and to other persons, groups or organizations, as required;b)(S)he shall review and approve all correspondence from the Secretary to the general membership, Board, the Executive Committee, and members of other committees; andc)(S)he shall ensure that all policies and actions approved by the Board and by the General Assembly are properly implemented.6.10VICE PRESIDENT DUTIES: The Vice President shall, in the absence of the President, act in the capacity of the President, and shall serve as assistant to the President in his or her efforts for the good of the organization. The Vice President shall assume the office of the President in the event of resignation, disability or death of the President.
VICE PRESIDENT DUTIES: The Vice President shall, in the absence of the President, act in the capacity of the President, and shall serve as assistant to the President in his or her efforts for the good of the organization. The Vice President shall assume the office of the President in the event of resignation, disability or death of the President.6.11SECRETARY DUTIES: The Secretary is subject to the ultimate will of the Board and in compliance with the provisions of the bylaws:
SECRETARY DUTIES: The Secretary is subject to the ultimate will of the Board and in compliance with the provisions of the bylaws:a)(S)he shall record the accurate minutes 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.b)(S)he shall be responsible for sending to directors and appointed officers any notices of meeting or letters of appointment.c)(S)he shall ensure that the members of the board receive a copy of the minutes within 10 days of the meeting.d)(S)he shall be responsible for maintaining all official documents, minute books, and such other matters entrusted to the secretary's keeping.e)(S)he shall see that all such documents are kept under proper care and safekeeping.f)(S)he shall ensure that a register containing the names and addresses of all members is being properly kept and maintained by the Board.g)(S)he shall record and keep a permanent file of any letter ballots received from the general membership.h)(S)he shall perform such other activities as may be set by the Board.i)Upon completion of his/her term, and within two weeks after the announcement of the newly-elected or appointed Secretary, (s)he shall assist in the transaction of all aspects and affairs of business conducted on behalf of the Association, and present the incoming Secretary with all legal documents, all records, the Association seal, a current list of the membership, and all other materials that are the property of the Association; and to this effect, make written record of this transaction, signed and dated by him/her. The incoming Secretary shall also sign this record of transaction, which shall attest to his/her approval and acceptance. A copy of this record of transaction shall be sent to the President.6.12TREASURER DUTIES: The Treasurer of the Board shall:
TREASURER DUTIES: The Treasurer of the Board shall:a)(S)he 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. (S)he shall be responsible for the collection of dues and for the receipt and deposit of financial contributions and income into accounts at such banks and financial institutions as the Board of Directors shall direct.b)(S)he shall be 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 SOA be properly preserved.c)(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 SOA 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.d)(S)he shall keep records of all dues paid by members of SOA.e)(S)he shall keep record of all contributions and donations to SOA.f)(S)he shall deposit all monies received in a chartered bank or a credit union and make payment on this bank for all approved expenses by SOA.g)(S)he shall maintain full and accurate books of the accounts and of all financial transactions of SOA.h)(S)he shall report to each regular meeting of the Board of the financial accounts of SOA.i)(S)he shall submit a yearly budget for adoption by the board of directors, at such time as the board of directors shall direct.j)(S)he shall present a financial report at the Annual General Meeting, which shall include a signed statement of the accounts of SOA, or audited statement of accounts subject to Article 3.10b, and any consequent recommendations for changes in fees paid by members.k)(S)he shall file all reports and forms required to retain the nonprofit status of SOA.l)Upon completion of his/her term, and within two weeks after the announcement of the newly-elected or appointed Treasurer, (s)he shall assist in the transaction of all aspects and affairs of business conducted on behalf of SOA, and present the incoming Treasurer with all legal documents, all records, and audited reports to the end of the last fiscal year, and an up-to-date record of all assets and liabilities which shall include any uncollected revenues and accounts outstanding, and to this effect, make a written record of this transaction, signed and dated by him/her. The incoming Treasurer shall also sign this record of transaction which shall attest to his/her approval and acceptance. A copy of this record of transaction shall be sent to the President.6.13REGISTRAR DUTES: The Registrar is not an elected position and shall be appointed by the Board of Directors, and shall have no voting power. The Registrar shall attend all board meetings. The position of Registrar may be held by an existing Board member, at the discretion of the Board.
REGISTRAR DUTES: The Registrar is not an elected position and shall be appointed by the Board of Directors, and shall have no voting power. The Registrar shall attend all board meetings. The position of Registrar may be held by an existing Board member, at the discretion of the Board.a)The Board shall have the authority to adopt and amend the duties of the Registrar.b)The Registrar shall have custody of the Corporate Seal and the Pedigree Computer Program.c)The Registrar shall have the right and obligation to affix the Corporate Seal to all Registrations issued by SOA.d)The length of term of the Registrar shall be determined by the Board of Directors.e)Upon completion of his/her term, and within two weeks after the announcement of the newly appointed Registrar, (s)he shall assist in the transaction of all aspects and affairs of business conducted on behalf of SOA, and present the incoming Registrar with all files, records and photographs submitted to the Registrar during his/her term, the Corporate Seal, and all files backed up on disk of the pedigree program, and to this effect, make a written record of this transaction, signed and dated by him/her. The incoming Registrar shall also sign this record of transactions which shall attest to his/her approval and acceptance. A copy of this record of transaction shall be sent to the President.6.14SUBORDINATE 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.
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.6.15COMPENSATION: 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 SOA at the discretion of the Board.
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 SOA at the discretion of the Board.Article VII
BOARD MEETINGS
7.1BOARD MEETINGS are held for the purpose of conducting corporate business and shall be held once every three months. 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, the setting of the time preferably occurring as one of the last items on the agenda of the preceding Board meeting.
BOARD MEETINGS are held for the purpose of conducting corporate business and shall be held once every three months. 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, the setting of the time preferably occurring as one of the last items on the agenda of the preceding Board meeting.7.2GENERAL NOTICE OF THE UPCOMING BOARD MEETINGS: Written notice of the time and place of Board meetings shall be furnished to all board members and ex-officio participants. This notice shall be given at least 60 days prior to the meeting, and shall contain a copy of the agenda.
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 ex-officio participants. This notice shall be given at least 60 days prior to the meeting, and shall contain a copy of the agenda.7.3EMERGENCY MEETINGS: If an emergency meeting of the board must be called, all members of the board must be notified with at least 48 hours notice, and no bylaws may be changed, added or removed at any emergency meeting.
EMERGENCY MEETINGS: If an emergency meeting of the board must be called, all members of the board must be notified with at least 48 hours notice, and no bylaws may be changed, added or removed at any emergency meeting.7.4ABSENTEE BALLOTS: Absentee ballots shall be emailed to all Board Members prior to or within a week after a Board Meeting, which the Secretary and President will keep copies for SOA records.
ABSENTEE BALLOTS: Absentee ballots shall be emailed to all Board Members prior to or within a week after a Board Meeting, which the Secretary and President will keep copies for SOA records.7.5ONLY BOARD MEMBERS may vote at any Board Meeting. The act of a minimum of 70% of the votes cast shall be considered an act of the Board, subject to Articles 6.6 and 10.2.
ONLY BOARD MEMBERS may vote at any Board Meeting. The act of a minimum of 70% of the votes cast shall be considered an act of the Board, subject to Articles 6.6 and 10.2. 7.6BOARD MEETINGS: Due to the method of holding SOA Board Meetings via conference call, members of the Association or the general public may not attend meetings of the Board of SOA. However, in order to address the board or to comment to the Board, members may submit in writing their request to any and all Board Members. Copies shall be distributed to all Board Members before the meeting and the request shall be addressed. The issue, resolved or not, shall be reported to the member. All issues not of a sensitive nature shall be mentioned in the published minutes, which shall be posted in each newsletter.
BOARD MEETINGS: Due to the method of holding SOA Board Meetings via conference call, members of the Association or the general public may not attend meetings of the Board of SOA. However, in order to address the board or to comment to the Board, members may submit in writing their request to any and all Board Members. Copies shall be distributed to all Board Members before the meeting and the request shall be addressed. The issue, resolved or not, shall be reported to the member. All issues not of a sensitive nature shall be mentioned in the published minutes, which shall be posted in each newsletter.7.7CLOSED SESSIONS OF THE BOARD: The Board shall go into closed session to deal with fiscal or personnel matters. The Board may exclude any non-board member during closed sessions.
CLOSED SESSIONS OF THE BOARD: The Board shall go into closed session to deal with fiscal or personnel matters. The Board may exclude any non-board member during closed sessions.7.8ATTENDANCE BY BOARD MEMBERS AT BOARD MEETINGS: Absence of any Board member from two consecutive meetings shall be grounds for the removal action on the part of the Board. Extenuating circumstances shall be given consideration. Prior notification of any absence shall be favorable noted.
ATTENDANCE BY BOARD MEMBERS AT BOARD MEETINGS: Absence of any Board member from two consecutive meetings shall be grounds for the removal action on the part of the Board. Extenuating circumstances shall be given consideration. Prior notification of any absence shall be favorable noted.7.9CONDUCTING 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. These meetings shall be conducted in accordance with the latest revised edition of Robert's Rules of Order except as otherwise specified in these bylaws.
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. These meetings shall be conducted in accordance with the latest revised edition of Robert's Rules of Order except as otherwise specified in these bylaws.Article VIII
COMMITTEES OF THE BOARD
8.1EXECUTIVE COMMITTEE: The executive committee consists of all officers of the Board. The President shall act as chair of the meetings of this committee.
EXECUTIVE COMMITTEE: The executive committee consists of all officers of the Board. The President shall act as chair of the meetings of this committee.8.2ESTABLISHMENT 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 the 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 of any committee.
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 the 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 of any committee.Article IX
REGISTRY
9.1SOAY BREED STANDARD: The Board shall have the authority to adopt and amend the "standard of type" which shall be presented to the membership in the form of a SOA Breed Description.
SOAY BREED STANDARD: The Board shall have the authority to adopt and amend the "standard of type" which shall be presented to the membership in the form of a SOA Breed Description.9.2OWNER'S RESPONSIBILITIES: Owners are responsible for the accuracy of their records of all breedings, births, deaths, registrations, transfers, and for furnishing the Registrar with this information.
OWNER'S RESPONSIBILITIES: Owners are responsible for the accuracy of their records of all breedings, births, deaths, registrations, transfers, and for furnishing the Registrar with this information.9.3BREEDER OBLIGATIONS AND CODE OF ETHICS: Breeders are obligated to keep accurate records, to refrain from the introduction of other breeds of sheep to be presented for Registration or Progeny Testing, to practice honesty in all its forms in dealing with genetics of one's flock of sheep and in dealing with the public and potential purchasers of one's stock, to conduct oneself with dignity and honesty at any breed organization public function in such a manner that enhances the image of Soay Sheep. Breeders are obligated to register their eligible Soay sheep with SOA prior to sale, prior to use in breeding, and prior to one year of age. Breeders are obligated to pay for the Transfer of Registration of sheep sold. Breeders are obligated to give due regard for the consideration of heredity defects, good health and physical condition of stock to be bred, and the quality of sheep produced by such breeding. Failure to disclose known hereditary defects, health and physical condition of any stock offered for sale is not condoned by SOA, and may be cause for suspension or expulsion from the Association.
BREEDER OBLIGATIONS AND CODE OF ETHICS: Breeders are obligated to keep accurate records, to refrain from the introduction of other breeds of sheep to be presented for Registration or Progeny Testing, to practice honesty in all its forms in dealing with genetics of one's flock of sheep and in dealing with the public and potential purchasers of one's stock, to conduct oneself with dignity and honesty at any breed organization public function in such a manner that enhances the image of Soay Sheep. Breeders are obligated to register their eligible Soay sheep with SOA prior to sale, prior to use in breeding, and prior to one year of age. Breeders are obligated to pay for the Transfer of Registration of sheep sold. Breeders are obligated to give due regard for the consideration of heredity defects, good health and physical condition of stock to be bred, and the quality of sheep produced by such breeding. Failure to disclose known hereditary defects, health and physical condition of any stock offered for sale is not condoned by SOA, and may be cause for suspension or expulsion from the Association.9.4NAMING SHEEP: Sheep registered with SOA must have the flock/farm/personal name of the breeder preceding the common name. The Breeder is the owner of the ewe at the time of conception of the sheep requesting registration. No name may be changed after submission for Registration.
NAMING SHEEP: Sheep registered with SOA must have the flock/farm/personal name of the breeder preceding the common name. The Breeder is the owner of the ewe at the time of conception of the sheep requesting registration. No name may be changed after submission for Registration.9.5BORROWING OR LEASING A RAM: A Stud Ram Use letter, signed by the owner of the ram, must accompany registrations of lambs whose sire is not owned by the owner of the dam.
BORROWING OR LEASING A RAM: A Stud Ram Use letter, signed by the owner of the ram, must accompany registrations of lambs whose sire is not owned by the owner of the dam.9.6TRANSFER OF OWNERSHIP: Upon completing the transfer of ownership, the certificate is to be returned with appropriate fees to the Registrar, which shall re-issue the registration certificate in the name of the buyer. It is the responsibility of the seller to submit transfer of registration forms to the Registrar within 30 days of the date of sale. Copies of Registration Certificates shall only be issued under the following circumstances: 1) An individual's own farm (sheep born and bred on their farm) in the event of loss or theft, or 2) to the breeder/seller of said sheep who must then also pay the transfer fee.
TRANSFER OF OWNERSHIP: Upon completing the transfer of ownership, the certificate is to be returned with appropriate fees to the Registrar, which shall re-issue the registration certificate in the name of the buyer. It is the responsibility of the seller to submit transfer of registration forms to the Registrar within 30 days of the date of sale. Copies of Registration Certificates shall only be issued under the following circumstances: 1) An individual's own farm (sheep born and bred on their farm) in the event of loss or theft, or 2) to the breeder/seller of said sheep who must then also pay the transfer fee.9.7SERVICE FLOCK REQUIREMENTS:
SERVICE FLOCK REQUIREMENTS: a)One qualified ram per group of ewes. A qualified ram shall be a Soay ram registered with SOA and/or RBST or any other registry as designated proper and appropriate by SOA.b)There must be a period of no less than 21 days between having one ram with a ewe or group of ewes and the introduction of another ram to the same ewe or group of ewes; the ewes must have a minimum of 21 days without a ram before the introduction of a second ram. Failure to comply with this procedure shall constitute a change of flock maintenance from Standard Flock to Wild Flock, only so long as all rams and ewes involved are registered with SOA.9.8QUALIFICATION FOR STANDARD FLOCK REGISTRY:
QUALIFICATION FOR STANDARD FLOCK REGISTRY:a)Both parents must be qualified and registered according to the SOA Breed Description.b)At birth: Lambs are to be recorded by the producer in his flock records.c)By 120 days of age or at the time of weaning, whichever comes first, intact males shall be separated from ewes and ewe lambs, and any lambs intended for registry shall be identified by ear tag or tattoo or microchip or any other method approved by SOA and recorded by the producer in his flock records.d)Lambs must be in good health, with no physical defects.e)Photo and description of each sheep or lamb to be registered shall be included with all required paperwork and mailed to the SOA Registrar.f)Soay sheep registered with other registering bodies are not automatically accepted by SOA, but must be subject to the same requirements for registration as American Soay sheep.9.9WILD FLOCK REGISTRY: SOA allows for members to run their Soay sheep in a manner that mirrors the wild Soays of St Kilda, with rams running with the ewes year round and nature deciding which ram breeds which ewe. Lambs presented for registration from this type of flock shall have a "W" designation following their registration number, to alert any future owners to the nature of the animal's history and the fact that a five-generation pedigree shall not be available. Due to the inability to determine the sire of each lamb in this system, the following must be adhered to in order to qualify for registration:
WILD FLOCK REGISTRY: SOA allows for members to run their Soay sheep in a manner that mirrors the wild Soays of St Kilda, with rams running with the ewes year round and nature deciding which ram breeds which ewe. Lambs presented for registration from this type of flock shall have a "W" designation following their registration number, to alert any future owners to the nature of the animal's history and the fact that a five-generation pedigree shall not be available. Due to the inability to determine the sire of each lamb in this system, the following must be adhered to in order to qualify for registration:a)All rams and ewes of the foundation flock must be registered with SOA. All rams or ewes purchased to add to the flock must be registered with SOA.b)Registration certificates of lambs from this system shall carry a "W" designation following the registration number. Accompanying five generation pedigree shall not have any of the sire's information; only dam's side can be recorded.c)Should management of a Wild Flock revert to standard flock manner, the registration of all subsequent offspring shall be accepted, with standard pedigrees, so long as all record keeping are adhered to. All future breedings shall be kept and recorded under the standard requirements of Article 9.5. Lambs produced from these matings shall not have a "W" designation in their registration number, but a five-generation pedigree shall reflect only what information is available.9.10PROGENY TESTING: SOA allows for members to determine the integrity of an animal whose background is not known, or whose parents are not registered with SOA, for possible inclusion into the SOA registry and gene pool. The Progeny Testing Program Committee shall consist of 5 members and one alternate, appointed by the Board of Directors, and shall consist solely of SOA members that are knowledgeable about Soay sheep and committed to currently keeping, breeding and registering American Soay sheep.
PROGENY TESTING: SOA allows for members to determine the integrity of an animal whose background is not known, or whose parents are not registered with SOA, for possible inclusion into the SOA registry and gene pool. The Progeny Testing Program Committee shall consist of 5 members and one alternate, appointed by the Board of Directors, and shall consist solely of SOA members that are knowledgeable about Soay sheep and committed to currently keeping, breeding and registering American Soay sheep.a)Animals initially submitted for Progeny Testing shall be at least one year of age. The owner shall include photos of the front, rear, right and left sides of each sheep to be documented. The photos shall be in color, clear, and close, showing detail of the face, horns if any, color, tail and feet. Distant photos in a field are not acceptable.b)The Registrar shall issue a registration with a "P" suffix, to indicate that this sheep is not accepted for registry, but is pending the Progeny Test. This shall be documented in the next Flock Book.c)Ewe Progeny Testing requires that a testing ewe be bred to one Soay ram per year for 2 consecutive years. Two rams, unrelated to each other, must be used and the rams must be registered with SOA or enrolled in the SOA Progeny Testing Program. The resulting progeny of each of these breedings shall be documented with both photographic and written records. When the youngest of the resulting progeny are one year of age, the ewe and her progeny from these two breedings will then be subject to approval for registration from the Progeny Testing Committee.d)A ram to be tested shall be bred to a minimum of 2 ewes. The ewes must be unrelated to each other and must be registered with SOA or enrolled in the SOA Progeny Testing Program. When the youngest progeny of all of these matings reaches one year of age, the ram and his progeny will be subject to approval from the Progeny Testing Committee.e)The Progeny Testing Committee shall participate by voting for or against sheep pending approval with SOA. 75% of the Progeny Testing Committee is required for approval into the registry. Color photographs of the sheep and its progeny shall be made available to the Progeny Testing Committee, via electronic media or any method the Board of Directors deems appropriate. The Progeny Testing Committee shall have 10 days to submit their votes for approval or disapproval of the sheep in question into the SOA registry.f)Sheep that pass the Progeny Testing program, and their approved progeny, shall be registered with SOA without a "P" suffix, and documentation of this graduation shall be noted in the next Flock Book.g)Sheep that fail the Progeny Test shall be removed from the registry, as shall their progeny. This shall be documented in the next Flock Book.9.11DEATH OF A SOAY: Upon the death of a Soay, the owner must within thirty days:
DEATH OF A SOAY: Upon the death of a Soay, the owner must within thirty days:a)Mark the original registration certificate "deceased", in addition to recording the date of death; andb)Sign the registration certificate; andc)Return the original registration certificate or a photocopy to the Registrar, who shall record the information.9.12PART-BLOODS AND CROSSBREEDS: Progeny resulting from the breeding of sheep registered with SOA to other breeds of sheep shall not be accepted into the Registry.
PART-BLOODS AND CROSSBREEDS: Progeny resulting from the breeding of sheep registered with SOA to other breeds of sheep shall not be accepted into the Registry.9.13ARTIFICIAL INSEMINATION & EMBRYO TRANSPLANTS: Animals derived as a result of artificial insemination shall be eligible for registration under the same rules and criteria as natural mating except that a Technician's report of service shall be required.
ARTIFICIAL INSEMINATION & EMBRYO TRANSPLANTS: Animals derived as a result of artificial insemination shall be eligible for registration under the same rules and criteria as natural mating except that a Technician's report of service shall be required.a)Imported Semen: Imported semen, in all cases, must be in accordance with the rules and health requirements as determined by the Health of Animals Act and Regulations.b)Importation of Semen: The importer of semen that is used in the production of lambs that are intended for registry with SOA must supply the Registrar of SOA with a certified copy of the donor's foreign registration certificate and any other information required for application to register the animals. The Importer shall bear all costs incurred.9.14OFFENSES AND PENALTIES: Registration or transfer of ownership of a Soay sheep is made on the understanding that the particulars given on the application are correct. If it is subsequently discovered that the particulars given are incorrect or fraudulent, the registration or transfer shall be suspended. SOA reserves the right to inspect all breeding and registration records of active SOA members. Pedigrees recorded incorrectly may be canceled and re-recorded by the owner or by the Registrar at the expense of the original applicant for registration or transfer, but it is understood that neither this Association nor the Registrar shall be held responsible for any loss or damage that may be sustained through suspension, cancellation, or corrections of any registration or transfer.
OFFENSES AND PENALTIES: Registration or transfer of ownership of a Soay sheep is made on the understanding that the particulars given on the application are correct. If it is subsequently discovered that the particulars given are incorrect or fraudulent, the registration or transfer shall be suspended. SOA reserves the right to inspect all breeding and registration records of active SOA members. Pedigrees recorded incorrectly may be canceled and re-recorded by the owner or by the Registrar at the expense of the original applicant for registration or transfer, but it is understood that neither this Association nor the Registrar shall be held responsible for any loss or damage that may be sustained through suspension, cancellation, or corrections of any registration or transfer.Article X
BYLAW AMENDMENTS
10.1PROPOSED BYLAW AMENDMENTS: Proposed bylaw changes may be initiated by the Board or by petition to the Annual Membership Meeting, signed by not less than 25% of the members of the Association.
PROPOSED BYLAW AMENDMENTS: Proposed bylaw changes may be initiated by the Board or by petition to the Annual Membership Meeting, signed by not less than 25% of the members of the Association.10.2BYLAW AMENDMENTS: These bylaws may be altered, amended or repealed by the affirmative vote of not less than 100% of the entire Board of Directors.
BYLAW AMENDMENTS: These bylaws may be altered, amended or repealed by the affirmative vote of not less than 100% of the entire Board of Directors.Article XI
DISSOLUTION AND SUCCESSION
Upon dissolution of Soays of America, Incorporated, 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 for an exempt organization under section 501(c)(3) or 501(c)(5) of the Internal Revenue Code of 1954 (or corresponding provisions of any future United States Internal Revenue Law) as the Board of Directors shall determine.
