ARTICLES OF INCORPORATION AND BY-LAWS OF THE
VALAIS BLACKNOSE INTERNATIONAL SHEEP BREEDERS ASSOCIATION AND REGISTRY
ARTICLE I: ORGANIZATION
Section 1. The name of this organization is the Valais Blacknose International Sheep Breeders Association & Registry (hereafter referenced “VBISBAR”). VBISBAR is a
501-C5 non profit organization.
Section 2. This Association is a voluntary non-profit Association of breeders and persons engaged in the development and breeding of the Valais Blacknose Sheep
Section 3. The Registered Agent for the Association shall be Renata Melvin with offices at 41 Winters Rd, Phillipsburg, NJ 08865. In the event a change of registered agent is required, then if there is a Director elected who is a resident of the State of NJ and a citizen of the United States, he/she shall serve as a Registered Agent for the organization. Alternatively, the Board of Directors may appoint another Active Member residing in New Jersey to serve as the Registered Agent. The Principal office of this Association shall be that of the Registered Agent in New Jersey. The Association may have other such offices as needed from time to time be designated by the Board of Directors
Section 4. Shall abide by Roberts Rules of Order, consulting said document for clarification when needed.
ARTICLE II: PURPOSE
The purpose of the Association is to establish and support the Valais Blacknose Sheep breed.
VBISBAR is a group of concerned breeders, individuals, and corporations who care about the future of this unique breed of sheep in the world today. Its goal is to promote, preserve, produce and register purebred and domestic purebred Valais Blacknose sheep that meet the requirements of the Swiss Valais Blacknose Sheep breed standard.
ARTICLE III: MEMBERSHIP
PRIVILEGES OF MEMBERSHIP: Membership in the Association is a privilege and not a right. Active members of the Association are entitled to attend and speak at the membership meetings of the Association. In addition, members in good standing shall be kept informed of the Association activities, shall be notified of all membership meetings including board of directors meetings, shall have annual reports, and up-to-date copies of the bylaws made available to them.
MEMBERSHIP ELIGIBILITY: Any person, family, entity or corporation who owns, breeds, or registers Valais Blacknose Sheep or is participating in the Valais Blacknose Breed Up Program with the VBISBAR or has an interest in Valais Blacknose Sheep is eligible for membership.
MEMBERSHIP UNIT: Any flock that is managed as a unit by a single family, corporation, group or other partnership is entitled to no more than one (1) Active Membership with one (1) vote, regardless of how many locations the flock is managed on. Correspondingly, sheep that reside at one address and /or are managed as a unit are considered to be a single flock and are eligible for no more than one (1) Active Membership with one (1) vote.
ACTIVE MEMBER: Active membership is limited to members of the Association eighteen (18) years of age or older who own, breed and/or register Valais Blacknose sheep or are participating in the Breed Up Program in the Association to produce domestic purebred Valais Blacknose sheep. Active membership shall be defined as any member in good standing who has paid their current year’s annual dues in order to be eligible to vote and/or hold elective office. Any member who has not paid these dues shall, without further notice and without hearing, be dropped from the rolls and thereupon forfeit all rights and privileges of membership; provided that the Board of Directors may by rule prescribe procedures for extending the time for payment of dues and continuation of membership privileges upon request of a member and for good cause shown.
D) ASSOCIATE MEMBER: A person, family, corporation, group or other partnership who is an admirer of the Valais Blacknose Sheep Breed and would like to be involved in activities concerning VBISBAR. Associate Membership is open to those otherwise eligible but not owning, breeding or registering Valais Blacknose Sheep in the Association. Associate members are not eligible to hold office nor entitled to voting privileges.
E) JUNIOR MEMBER: Individuals under the age of 18, who own, breed or manage Valais Blacknose sheep, upon furnishing birthdate and written verification by their parent and/or legal guardian are eligible for Junior membership, entitling them to all the privileges and responsibilities of an Active Member including member rates on registrations and transfers, but junior members do not have voting privileges. A Junior member can not be both an Active member and a Junior member.
F) HONORARY MEMBER: Honorary memberships are bestowed to individuals by the Board of Directors. Honorary members are not eligible to hold office nor entitled to voting privileges.
G) LIFETIME MEMBERSHIP: Lifetime membership can be obtained by paying the equivalent of eight years dues at the current rate, in one payment.
SUSPENSION AND EXPULSION OF MEMBERS: The Board may expel members for just cause. A member may be charged with misconduct for actions including but not limited to the following: falsification of pedigrees, or willful misrepresentation of any animal owned, bred or exhibited by him/her, dishonorable conduct or any other act derogatory to the standing of VBISBAR. If such charge be fully sustained, the member may be suspended by the Board of Directors until the next meeting when, after full hearing of evidence, such offending member may be expelled by a two-thirds vote of the members voting, or withdraw from the Association voluntarily, in either case losing the privilege of recording or transferring sheep in the Association. Any member subject to expulsion shall have the right to be present for all discussion regarding the expulsion and will have the right to address the Board of Directors. A member who is expelled shall lose all rights including cancellation of any registrations made during the suspension period and that member shall not be entitled to a refund of any membership or other fees.
ARTICLE IV: DUES AND FEES
Section 1. Annual membership shall begin January 1st and shall expire on December 31st.
Section 2. Annual membership dues and fees shall be set at the discretion of the Board of Directors based on the need and expenses of the Association.
Section 3. All other fees such as those for registration, transfer of ownership of animals, etc. will be established by the Executive Committee.
Section 4. Members who do not pay dues will forfeit their ability to register any sheep born during the year when their membership lapsed. In order to register an animal, they will have to pay at least the amount owed for the year in which the sheep was born.
ARTICLE V: MEETINGS
Section 1. The Annual membership meeting of the Association shall be held at least once per year. The Board will vote every year on a specific date, time, and venue for this annual meeting. The Secretary shall invite every member in good standing to these annual meetings via email. In cases where a member has no access to email and/or the Internet, the Secretary shall send a Postal mail notice to the member. The Secretary will use the membership roll book in the VBISBAR and preferences in terms of mode of communication (email vs. Postal mail) to determine how to invite participants to attend the annual meeting. The annual meetings can be attended in person, by telephone conference, WEBEX, ZOOM, GoToMeeting, Skype, or other legitimate and commonly accepted remote conference methods. The Board will decide every year how the meeting will be held taking into consideration what will bring maximum participation from the membership. If the meeting is held at a specific location (rather than electronically or via telephone), accommodations must be made for members not able to travel to such location by providing a conference call type arrangement at the meeting location. The active members, in good standing, present at any properly called membership meeting shall constitute a quorum. Every decision of a majority of such quorum shall be valid, except in those specific instances in which a larger vote is required by law or by these Bylaws.
Section 2. Special meetings of the Association may be called by the President when deemed necessary for the best interests of the organization. Notices of such meetings shall be emailed or mailed to all members at their addresses as they appear in the membership roll book at least 3 calendar days before the scheduled date set for such special meeting. Such notice shall state the reason(s) that such meeting has been called, the business to be transacted at such meeting and by whom it was called. At the request of 50 percent of the members of the Board of Directors or 40 percent of the active members of the organization, the President shall cause a special meeting to be called, but such request must be made in writing at least 15 calendar days before the requested scheduled date. No other business but that specified in the notice may be transacted at such special meeting.
Section 3. Meetings of the Board of Directors shall be held at the call of the President.
Section 4. The order of business for Membership and Board of Director meetings shall be:
Call to Order
Reading and approval of minutes
Reports of Officers
Reports of Committees
Old and Unfinished business
Election of Officers and Directors (as applicable)
ARTICLE VI: OFFICERS AND BOARDS
Section 1. The Board of Directors of the VBISBAR shall be the governing board of the VBISBAR and have ultimate authority over and responsibility for all Association expenses, properties, funds, and debts. The Board of Directors shall have the control and management of the affairs and business of the Association. The Board of Directors shall have ultimate authority over any and all policy decisions.
Section 2. The Board of Directors shall consist of an eleven-member Board, who shall be active members of the Association and have sheep in the registry. Six (6) Directors shall constitute a quorum. The Board of Directors shall consist of the President, Vice-President, Secretary and Treasurer, one (1) Director-at-Large and six (6) Regional Directors (one from each of the six designated geographical areas). The Director-at-Large and the Regional Directors shall vote on issues brought before the Board and contribute to Board deliberations as appropriate. The Director-at-Large and Regional Directors shall serve on committees and complete special assignments made by the President. The President of the organization by virtue of his/her office shall be Chairman of the Board of Directors.
Section 3. The Executive Committee of the Association shall consist of the President, Vice President, Secretary and Treasurer.
Section 4. The President, Vice-President, Secretary and Treasurer and the Director-at-Large shall be elected by the active voting membership. Each of the six (6) Regional Directors shall be elected by the active voting members of their respective regions. Each Director shall hold office until his/her successor is elected and qualified.
Section 5. The term on the Board of Directors for the President and Vice-President, Secretary and Treasurer shall be for a period of two (2) years. The term on the Board of Directors for the one (1) Director-at-Large position shall be two (2) years with the elections being held in “odd” numbered years. The term on the Board of Directors for the six (6) geographical Regional Directors shall be two (2) years. Elections for “odd” numbered regions will be held in “odd” numbered years and “even” regions will be in “even” numbered years.
Section 6. The six (6) Regional Directors shall represent the below locations as appropriate:
1: NORTH EAST
CT, MA, ME, NH, RI, VT, E. CANADA (Quebec, New Brunswick, Prince Edward Island, Nova Scotia and Newfoundland and Labrador)
DC, DE, NJ, NY, MD, PA
IL, IN, IA, MI, MN, NE, ND, OH, SD, WI, CENTRAL CANADA (Saskatchewan, Manitoba and Ontario)
AK, AZ, CA, CO, HI, ID, MT, NV, NM, OR, UT, WA, WY, W. CANADA (British Columbia and Alberta)
AL, AR, FL, GA, KS, KY, LA, MO, MS, NC, OK, SC, TN, TX, VA, WV
Rest of World outside of North America
The Board may redistrict Regional areas, as necessary, based upon population changes, sheep management practices and showing interests of breeders in each designated area.
Section 7. A Director may be removed when sufficient cause exists for such removal. Sufficient cause shall include:
a. Failure to promote, protect or defend the integrity and purity of the Valais Blacknose breed of sheep in words or actions in accordance with the designated By-Laws of the VBISBAR.
b. Misappropriation of any VBISBAR funds.
c. Other serious offenses.
A Director or member in good standing may entertain charges against any Director. All charges shall be specified in writing, signed, and dated by the complainant. A copy of the complaint shall be sent to each Board member. No action may be taken for 30 days to allow for full consideration of the complaint, at the end of which point a decision shall be made and the complainant notified
Section 8. Scientific Advisory Board
The Board of Directors shall appoint individuals with appropriate backgrounds in Sheep Reproduction, Management, Health and Husbandry to advise the Board of Directors and the Association in matters of interest on an as needed basis. This Board may consist of non-member external parties in addition to Association members.
Section 9. Informal Action by the Board of Directors
Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum. For purposes of this section an e-mail transmission from an e-mail address on record constitutes a valid writing. The intent of this provision is to allow the Board of Directors to use e-mail to approve actions, as long as a quorum of the Board of Directors gives consent
ARTICLE VII: DUTIES OF OFFICERS
Section 1. President
The President shall be chief executive officer of the Association and by virtue of the office, Chairman of the Board of Directors. He/She shall preside at all meetings of the Association and of the Board of Directors. The President shall be an ex-officio member of all committees and shall perform such other duties as usually pertain to this office. Duties shall include but are not limited to the following:
Present at each annual meeting of the organization an annual report of the work of the organization
Appoint all committees, temporary or permanent
Ensure that all books, reports, and certificates required by law are properly kept or filed
Serve as one of the officers who may sign the checks or drafts of the organization
Have such powers as may be reasonably construed as belonging to the chief executive of any organization
Subject to the authority and direction of the Board of Directors, He/She shall have general and active management of the Association and shall see that all orders and resolutions of the Board of Directors are carried into effect.
Section 2. Vice-President
In the absence or disability of the President, the Vice-President shall exercise all the functions of the President and shall perform such other duties as may be assigned to him/her by the President or the Board of Directors.
Section 3. Secretary
The Secretary shall keep records of all proceedings of the Association and the Board of Directors. The Secretary shall have charge of all books and papers of the Association. Such records shall be open for inspection of any Active Member. Duties of the Secretary shall include but are not limited to the following:
Be the official custodian of the records of the Association
File any certificate required by any statute, federal or state
Serve all notices to members of the Association
Attend to all correspondence of the organization
Exercise all duties incident to the office of Secretary
Section 4. Treasurer
The Treasurer shall be custodian of the Association’s funds. He/She shall be primarily responsible for such monies or securities of the organization and shall exercise all duties incident to the office of Treasurer. Duties of the Treasurer shall include but are not limited to the following:
Keep all funds of the Association deposited with a bank satisfactory to the Board of Directors
Pay all Association bills with funds from said bank
Present a report of the financial conditions in detail at the Annual meeting of the Association or at any special meeting when so directed by the Board of Directors. This report shall be physically or electronically affixed to the minutes of said meeting
Prepare an annual budget for the Association that will be presented to the Board of Directors for approval
ARTICLE VIII: VACANCIES
Vacancies occur in the Board of Directors when a Director dies, resigns, fails to attend three (3) consecutive meetings of the Board of Directors (excluding meetings by teleconference) or fails to maintain an active membership. Vacancies in any office on the Board of Directors shall be appointed from the Active membership of the Association by the Executive Committee to complete the term.
ARTICLE IX: COMMITTEES
The President, subject to the approval of the Board of Directors, shall annually appoint such standing, special, or sub committees as may be required by the by-laws or as he/she may find necessary.
Committees of the Board:
Section 1. The Executive Committee consists of all officers of the Board. The President shall act as chair of the meetings of this committee.
Section 2. The President 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.
Section 3. Standing Committees
The following shall be standing committees of the Association:
Elections Committee (Handles nominations and certification of elections)
ARTICLE X: COMPENSATION
Section 1. Compensation for Member Services
Officers, Directors and Committee Members will serve without compensation for carrying out their duties. The Board of Directors may adopt policies providing for reasonable reimbursement of Officers, Directors and Committee Members for expenses incurred in conjunction with carrying their Association responsibilities, such as travel expense to attend board meetings.
Section 2. Compensation for Professional Services by Directors
Directors are not restricted from being remunerated for professional services provided to the Association. Such remuneration shall be reasonable and fair to the Association and must be reviewed and approved in accordance with the Conflict of Interest policy and state law.
ARTICLE XI: VOTING
Active members eighteen (18) years of age or older and Lifetime members shall be entitled to vote. Honorary, Associate and Junior members shall not be entitled to vote.
At all meetings, except for the election of officers and directors, all votes shall be by voice, paper ballot, email ballot, or other electronic means. For election of officers, voting shall be made electronically. Nominations for officers and directors should be sent to the Secretary or the Elections Committee at least a month prior to starting the scheduled voting. At any regular or special meeting, if a majority (51 percent or greater) so requires, any question may be voted upon in the manner and style that is practicable for the type of meeting being held.
For all votes by ballot, members of the Elections committee shall act as “Inspectors of Election” and shall, at the conclusion of such balloting, certify in writing to the President the results. The certification shall be physically (or electronically in the case of email) affixed in the minute’s book to the minutes of that meeting. No member of the Elections Committee can act as an Inspector of Election for a position where they are a candidate for office.
ARTICLE XII -FISCAL YEAR
The fiscal year shall commence on the first day of January and end on the 31st of December.
ARTICLE XIII - INDEMNIFICATION
The Association will have the power to indemnify and hold harmless any Director, Officer, Committee Member or employee from any suit, damage, claim, judgment, or liability arising out of, or asserted to rise out of conduct of such person in his or her capacity as Director, Officer, Committee Member or employee, except in such cases involving willful misconduct. The Association will have the power to purchase or procure insurance for such purposes.
No officer or member of the Association shall have power to incur any debt or obligation in the name of the Association or otherwise bind the Association; nor accept paper or endorse the same in the name of the Association.
The Board of Directors shall adopt and may alter the logo of the Association, as deemed necessary
ARTICLE XVI– COUNTERTERRORISM AND DUE DILIGENCE POLICY
In furtherance of its exemption by contributions to other organizations, foreign or domestic, VBISBAR shall stipulate how the funds will be used and shall require the recipient to provide the Association with detailed records and financial proof of how the funds were utilized.
Although adherence and compliance with the US Department of the Treasury’s publication the “Voluntary Best Practice for US Based Charities” is not mandatory, VBISBAR, willfully and voluntarily recognizes and puts to practice these guidelines and suggestions to reduce , develop, re-evaluate and strengthen a risk-based approach to guard against the threat of diversion of charitable funds or exploitation of charitable activity by terrorist organizations and their support networks.
VBISBAR shall also comply and put into practice the federal guidelines, suggestion, laws and limitation set forth by pre-existing U.S. legal requirements related to combating terrorist financing, which include, but are not limited to various sanctions programs administered by the Office of Foreign Assets Control (OFAC) in regard to its foreign activities.
ARTICLE XVII– DOCUMENT RETENTION POLICY
Section 1. The purpose of this document retention policy is establishing standards for document integrity, retention, and destruction and to promote the proper treatment of VBISBAR records.
Section 2. General Guidelines. Records should not be kept if they are no longer needed for the operation of the business or required by law. Unnecessary records should be eliminated from the files. The cost of maintaining records is an expense which can grow unreasonably if good housekeeping is not performed. A mass of records also makes it more difficult to find pertinent records.
From time to time, VBISBAR may establish retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents that warrant special consideration are identified below. While minimum retention periods are established, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention, as well as the exception for litigation relevant documents and any other pertinent factors.
Section 3. Exception for Litigation Relevant Documents. VBISBAR expects all Officers, Directors, and employees to comply fully with any published records retention or destruction policies and schedules, provided that all Officers, Directors, and employees should note the following general exception to any stated destruction schedule: If you believe, or the VBISBAR informs you, that corporate records are relevant to litigation, or potential litigation (i.e. a dispute that could result in litigation), then you must preserve those records until it is determined that the records are no longer needed. Tat exception supersedes any previously or subsequently established destruction schedule for those records.
Section 4. Minimum Retention Periods for Specific Categories
Corporate Documents. Association’s Corporate records include the Association’s Article of Incorporation, By-Laws and IRS Form 1023 and Application for Exemption. Corporate records should be retained permanently. IRS regulations require that the Form 1023 be available for public inspection upon request.
Tax records. Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of contribution made by donors, accounting procedures, and other documents concerning the corporation’s revenues. Tax records should be retained for at least seven years from the date of filing the applicable return.
Employment Records / Personnel Records. State and federal statutes require the corporation to keep certain recruitment, employment and personnel information. The corporation should also keep personnel file that reflect performance reviews and any complaints brought against the corporation or individual employees under applicable state and federal statutes. The corporation should also keep in the employee’s personnel file all final memoranda and correspondence reflecting performance reviews and actions taken by or against personnel. Employment applications should be retained for three years. Retirement and pension records should be kept permanently. Other employment and personnel records should be retained for seven years.
Board of Director and Association Committee Materials. Meeting minutes should be retained in perpetuity in the Asoociation’s minute book. A clean copy of all other Board of Director and Association Committee materials should be kept for no less than three years by the corporation.
Press Releases/Public Filings. The corporation should retain permanent copies of all press releases and publicly filed documents under the theory that the corporation should have its own copy to test the accuracy of any document a member of the public can theoretically produce against the corporation.
Legal Files. Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for a period of ten years.
Marketing and Sales Documents. The corporation should keep final copies of marketing and sales documents for the same period of time it keeps other corporate files, generally three years. An exception to the three year policy may be sales invoices, contracts, leases, licenses and other documentation. These documents should be kept at least three years beyond the life of the agreement.
Development / Intellectual Property and Trade Secrets. Development documents are often subject to intellectual property protection in their final form (e.g., patents and copyrights). The documents detailing the development process are often also of value to the corporation and are protected as a trade secret where the corporation:
Derives independent economic value from the secrecy of the information; and
Has taken affirmative steps to keep the information confidential.
The corporation should keep all documents designated as containing trade secret information for at least the life of the trade secret.
Contracts. Final, execution copies of all contracts entered into by the corporation should be retained. The corporation should retain copies of the final contracts for at least three years beyond the life of the agreement, and longer in the case of publicly filed contracts.
Correspondence. Unless correspondence falls under another category listed elsewhere in this policy, correspondence should generally be saved for two years.
Banking and Accounting. Accounts payable ledgers and schedules should be kept for seven years. Bank reconciliations, bank statements, deposit slips and checks (unless for important payments and purchases) should be kept for three years. Any inventories of products, materials, and supplies and any invoices should be kept for seven years.
Insurance. Expired insurance policies, insurance records, accident reports, claims, etc. should be kept permanently.
Audit Records. External audit reports should be kept permanently. Internal audit reports should be kept for three years.
Section 5. . E-mail that needs to be saved should be either:
Printed in hard copy and kept in the appropriate file; or
Downloaded to a computer file and kept electronically or on disk as a separate file. The retention period depends upon the subject matter of the e-mail, as covered elsewhere in this policy
ARTICLE XVIII– AMENDMENTS
These By-Laws may be altered, amended, repealed, or added to by an affirmative vote of not less than sixty-seven (67%) percent of the votes cast of the members present and voting.
CERTIFICATE OF ADOPTION OF BY-LAWS
We, the undersigned do hereby certify that the above and foregoing Bylaws were duly adopted as the Bylaws of the VBISBAR on the June 23, 2022.
I do hereby certify that the above stated By-laws of VBISBAR were approved by the VBISBAR board of Directors on June 23, 2022 and constitute a complete copy of the By-laws of the corporation.