ARTICLE I – Title, Objectives, Location 

SECTION 1. TITLE. The Association shall be known as the American Cormo Sheep Association (ACSA) and shall at all times be operated and conducted as a non-profit corporation 501(C)5 in accordance with the laws of the state of incorporation for such organizations and by which it shall acquire all such rights as granted to associations of this kind. 

SECTION 2. OBJECTIVES. The objectives of the ACSA are to collect, preserve and publish information pertaining to the Cormo sheep breed in North America; to register and keep on file records of the registration and transfers of the breed in North America, and to stimulate and regulate any and all other matters such as may pertain to the history, breed integrity, promotion, and conservation of this breed. 

SECTION 3. PLACE OF BUSINESS. The registered office of the Corporation shall be as determined from time to time by the Board of Directors of the Corporation and shall be the principal office and place of business. 

ARTICLE II – MEMBERSHIP

SECTION 1. MEMBERS.

A. Membership is annual, and members are those people paying dues upon joining the Association and renewing their membership by January 31 of each year.

B. There will be three types of membership: Active, Junior, and Associate. Junior members have all the privileges and responsibilities of Active membership but are not entitled to vote. Junior membership would be available until January 1 following his/her nineteenth (19) birthday. Junior dues will be one-half the Active membership dues. Associate membership is offered for those who will not be registering sheep and is nonvoting. Members may be individuals, partnerships, or corporations.

C. As a condition of membership in the Association each member shall agree to conform to and abide by the Bylaws, Rules and Regulations of the Association, and amendments or modifications thereto, which may from time to time be adopted.

D. Any person, family, farm or company may apply to become a member by submitting to the Secretary on receipt of an application in the form prescribed by the Board of Directors including the initial membership fee.

E. The Board of Directors shall have the power to accept or reject applications for membership, fix membership fees, and establish Rules and Regulations covering the rights and privileges of members, consistent with the provisions of these Bylaws.

F. Each active member shall have one vote. Corporations or firms who are Active Members shall designate in writing an individual officer, director or member of the corporation or firm, who shall exercise on behalf of the corporation or firm the rights and privileges of such membership, including the right to vote and hold office. Husband, wife, and children under the age of eighteen are entitled to only one vote, even if each owns animals in his own name. An exception to this rule would be in such cases where spouse or children have purchased separate memberships.

G. Membership in the Association shall cease upon the death, resignation or expulsion of a member, except as may otherwise be provided in the Rules and Regulations of the Association. Membership is not transferable.

SECTION 2. ANNUAL MEETINGS. The regular annual meeting of the members may be held at such time and place as may be fixed by the resolution of the Board of Directors for the purpose of electing directors and for the transaction of such other business as may be brought before the meeting. The regular annual meeting may be held either in person or by authorized communications equipment. 

If an annual meeting is to take place, notice of the meeting shall be given by mailing written notice stating the time and place of such meeting to each member’s last known address as it appears on the Association’s records or by authorized communications equipment not less than thirty (30) days prior to the date of the meeting. 

If an annual meeting is not practical or feasible, members may address concerns, questions or other business via electronic means, regular mail or telephone to any Board Member to relay on to the rest of the board. 

SECTION 3. SPECIAL MEETINGS. The president or a majority of the Board of Directors may call special meetings of the members by giving written notice to the membership of the time and place of such meeting at least fifteen (15) days in advance. At a special meeting the members may transact only such business as is properly specified in the notice of meeting. 

SECTION 4. QUORIUM AND PROXY. For the purpose of election and the transaction of other business, the quorum shall consist of fifteen (15) or more voting members or ten percent (10%) of the total voting membership present at the meeting, which ever shall be the least. Voting by proxy shall not be permitted. 

ARTICLE III. DIRECTORS. 

SECTION 1. GOVERNMENT. A Board of Directors shall govern the business and property of the Association. There shall be no less than three nor more than six directors, as established from time to time by the Board or majority vote of the members at any annual or special meeting. 

The initial Board of Directors shall consist of six directors, two of whom are to serve for three year terms, two of whom are to serve for two year terms, and two of whom are to serve for one year terms with such terms to be determined by lot. 

Directors elected to succeeding terms will be for a full three-year term, the three year terms for the Directors to be sequenced so that one third (1/3) of the directors are up for election each year. Directors must be Active Members of the Association. Directors’ term limit is two consecutive terms. 

SECTION 2. ELECTION. Elections for members of the Board of Directors may be conducted at the annual meeting, a vote by mail, or by authorized communications equipment. Members may make nomination suggestions to the Nominating Committee for their review.  

No less than thirty (30) days before the membership vote, the Board of Directors shall mail a list of the nominees and their resumes which will not excee200 words, to the members eligible to vote at that date. Memberships that have lapsed shall be sent notices of dues which are due along with the ballot and resumes. 

The method of tallying the ballots shall be determined and directed by the Board of Directors. 

SECTION 3. GEOGRAPHIC DISTRIBUTION. Directors are to be citizens or residents of the United States. It is declared to be the policy of the Association to have the various areas in which Cormo sheep are bred to be fairly represented on the Board of Directors. The United States may be divided into regions as determined by the Board of Directors. 

SECTION 4. VACANCY. If a Director, during his term of office, shall die or resign, or shall he/she disperse his/her flock and cease to be an active breeder, or shall fail to attend three consecutive meetings, or otherwise fail to perform the duties of a Director, the Board of Directors may, after appropriate notice to such Director, remove him/her from office and declare a vacancy. The Board of Directors may then fill the vacancy by appointment of a new Director for the unexpired portion of the term. 

SECTION 5. RULES AND REGULATIONS. The Board of Directors shall have the power to establish Rules and Regulations for the conduct of the members of the Association and for the conduct of the affairs of the associations consistent with the provisions of these Bylaws. 

SECTION 6. COMMITTEES. The Board of Directors may, from time to time, appoint standing or special committees from the active membership which may include nonmembers of the Board of Directors. Standing or special committees appointed by the Board of Directors shall be charged with and limited to such responsibilities as the board of Directors shall set forth by resolution. 

SECTION 7. ANNUAL AND REGULAR MEETINGS. The regular annual meeting of the Board of Directors may be held either in person or by authorized communications equipment, and no notice shall be required for any such regular meeting of the Board. The Board, by rule, may provide for other regular meetings at stated times and places, of which no notice shall be required. 

SECTION 8. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held whenever called by direction of the President or by two thirds (2/3) of the Directors in office. 

The Secretary shall give notice of each special meeting by mail or telephone to each Director at least ten (10) days before the meeting but any Director may waive such notice. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. 

SECTION 9. QUORUM. A majority of the whole number of Directors shall constitute a quorum at any meeting. In the absence of a quorum, a lesser number may adjourn any meeting from time to time, and the meeting may be held as adjourned, without further notice, if a quorum is obtained. 

SECTION 10. EXPENSES. When the Directors meet for the transaction of Association business their expenses incurred for such meetings may be paid from the funds of the Association, as the Directors decide at each meeting.

SECTION 11. ACTION WITHOUT A MEETING. Any action, which may be taken at a meeting of the Directors or of a committee, may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all of the Directors or all of the members of the committee entitled to vote thereon. Members of the Board of Directors may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment, by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting. 

ARTICLE IV. OFFICERS. 

SECTION 1. OFFICERS. The officers of the Association shall consist of the President; a Vice President; Secretary and Treasurer, which may be one person, and such other officers as the Board of Directors deem necessary, the President and Vice-President to be current members of the Board of Directors. Officers shall be elected by the Board of Directors at the Board’s Annual Meeting, and shall serve for a term of one year or until their successors are elected and qualified. 

SECTION 2. PRESIDENT. The President shall be the Chief Executive Officer of the Association, and shall preside at all meetings of the Board of Directors and members; shall be ex-officio member of all committees, shall maintain general supervision of the affairs of the Association; shall see that the Bylaws and Rules and Regulations of the Association are enforced; shall have a vote in the Board of Directors in case of a tie; and, shall perform such other duties as may be prescribed by the board of Directors. 

SECTION 3. VICE-PRESIDENT. In the absence of the President, the Vice-President shall have the powers and shall perform the duties of the President, and shall perform such other duties as may be prescribed by the Board of Directors. 

SECTION 4. SECRETARY and TREASURER, which may be one person. The Secretary shall keep or cause to be kept exact minutes of the general Association meetings and meetings of the Board of Directors of the Association, be responsible for general correspondence, and shall perform such duties as directed by the President and by the Board of Directors. The Treasurer shall generate an annual budget for approval by the Board of Directors, keep all funds, and pay all bills from the ACSA account, maintain financial records, and assist with an audit. 

SECTION 5. REGISTRAR. A Registrar shall be employed by the Board of Directors to receive and verify entries for insertion in the Flock Book subject to the Rules and Regulations of the Association; shall keep on file all documents constituting the authority for pedigrees and hold them subject to the inspection of any member of the Association and shall perform all other duties properly ordered by the President or the Board of Directors, or which should be pertained to the office of the Registrar. 

ARTICLE V. DISCIPLINE, SUSPENSION, EXPULSION. 

SECTION 1. VIOLATIONS. Whenever any members of the Association or any other person in interest shall represent to the Secretary of the Association in writing stating the facts upon which the complaint is based, that a member of this Association, or any other person who is a holder of a Certificate of Registration issued by this Association, has engaged in misrepresentation or misconduct in connection with the breeding, showing, registration, purchase or sale of Cormo sheep, or has willfully violated the Bylaw, Rules and Regulations of this Association, the Secretary shall present such charge to the Board of Directors at its next meeting. 

SECTION 2. HEARINGS. Upon receiving a complaint, the Board of Directors shall set a time and place for hearing the charge or charges against the member of holder of a Certificate of Registration. The aboard of Directors shall cause a written notice to be mailed to the last known address of the accused person at least thirty (30) days before the date of such hearing. The notice shall state the nature of the charges against the accused. 

At the time and place set for the hearing, the accused shall have the opportunity, in person or by counsel, to be heard and to present evidence in their own behalf and to hear and refute the evidence offered against him. 

The decision of the Board of Directors shall be final and binding on all parties. 

SECTION 3. PENALTIES. If the Board of Directors considers that the charges are sustained, it may suspend or expel such offender if a member of the Association, or impose such other appropriate penalties as it may decide and deprive him of all privileges in the official Record of the Association, including refusal to transfer any Certificate and Registration issued by this Association and cancellation of any registration of an animal standing in the name of the accused person. The Board, in its discretion, may also suspend and hold in abeyance during the pending of any complaint before it, the privileges of membership in the Association if the accused is a member of the Association, or the right to transfer any Certificate of Registration, if the accused is not a member. 

ARTICLE VI. MISCELLANEOUS.

SECTION 1. ORDER OF BUSINESS. The order of business of an Annual Meeting shall be: 

a) Calling the meeting to order by the President. 

b) Reading minutes of previous meeting and acting thereon. 

c) Annual address of the President. 

d) Reports of committees and old business. 

e) Election of directors. 

f) Unfinished business. 

g) New business. 

In determining questions not covered by the Articles of Incorporation and Bylaws of this Association, Robert’s Rules of Order shall be used. The order of business of the Directors’ meeting shall be the same as Article VI, Section 1, except that those parts that are not applicable will be omitted. 

SECTION 2. FISCAL YEAR. The fiscal year for the Association shall commence on January 1 and end on December 31. 

SECTION 3. BONDS. The Registrar, Treasurer, or any other employee entrusted with monies of the Association shall be bonded and/or covered by fidelity insurance. Such bonds and/or insurance shall be in an adequate amount as set by the Board of Directors and shall be an expense of the Association.

SECTION 4. AUDIT. It shall be the duty of the Board of Directors to cause to be audited all claims upon the Association and to verify the accounts of the Registrar and Association before they are submitted to the members. 

SECTION 5. NOMINATING COMMITTEE. The Board of Directors shall appoint a nominating committee of three members. The nominating committee will evaluate candidates according to guidelines established by the Board of Directors. Such committee shall consider all available candidates for the directorships and offices to be filled at the forthcoming meeting and shall submit a slate of candidates for election. Such submission shall be deemed a nomination of each person named. The committee may recommend one or more than one candidate for each vacancy to be filled. 

At an annual meeting of members, nominations may be made by members from the floor. 

SECTION 6. PROHIBITION AGAINST POLITICAL ACTIVITIES. The Corporation shall not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. 

SECTION 7. DISTRIBUTION OR DISSOLUTION. In the event of the dissolution of the Corporation, no member shall be entitled to any distribution or division of its remaining property or its proceeds, and the balance of all money and other property received by the Corporation from any source, after the payment of all debts and obligations of the Corporation, shall be used or distributed exclusively for the purposes within the intendment of Section 501(c)5 of the Internal Revenue Code as the same now exists or as it may be amended from time to time. No part of the net earnings or assets of the Corporation, on dissolution or otherwise, shall inure to the benefit of any member of the Corporation, a private shareholder or individual, including any Director of the Corporation. 

ARTICLE VII. INDEMNIFICATION In addition to any rights to which such persons may be entitled by contract or otherwise under law, the Association shall indemnify a director, officer, trustee, employee or agent of the Association to the fullest extent possible against expenses, including attorney fees, judgments, fines, settlements and reasonable expenses actually incurred by such person relating to his or her conduct as a director, officer, trustee, employee or agent of the Association. Nevertheless, the mandatory indemnification required by this paragraph shall not (i) apply to a breach of the person’s duty of loyalty to the Association or its members, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violations of the law, (iii) to any matter as to which the person has been adjudicated in any proceeding to be liable to the Association for damages arising out of this action, and (iv) for a transaction from which the individual derived an improper personal benefit. The Board of Directors, by the affirmative vote of not less than a majority of its members, may extend the indemnification hereinabove provided to any person or entity making, at the request of the Club, publication. 

ARTICLE VIII. THE CORMO BREED STANDARD 

BODY: Upstanding open faced sheep of sound conformation and constitution. 

COLOR: The Cormo is a white sheep. Small dark spots on nose are acceptable.  

HORNS: The Cormo is a polled breed. 

ACCEPTABLE WEIGHTS: Ewes: 120-160 lbs. Rams: 160-200 lbs. 

SKIN: Skin should be loose with some loose neck wrinkles acceptable, but bodies should be free of wrinkles. 

FLEECE: Sample from mid-side 17-23 microns. Consistent wool with 90% of wool within a two micron range. Staple length of 3.5” to 7”. Fleece should be dense soft wool. Fleece weight mature ewe 5-8 lbs. 

ARTICLE IX. REQUIREMENTS FOR REGISTRATION. 

SECTION 1. PEDIGREE CHARACTERISTICS. Sheep will be eligible for registration, provided they meet other stated requirements, whose sire and dam are both registered purebred Cormos that trace back to the Downie lines. 

SECTION 2. APPLICATIONS FOR REGISTRATION 

A. Applications must be presented to the Registrar on the standard form, including fees, provided by the ACSA. 

B. A registration number and certificate of registration will be provided by the Registrar. 

C. No restrictions on the use of artificial insemination or embryo transplant shall be imposed on sheep offered for registration provided the pedigree identity is in accordance with that required for sheep produced by natural matings. Sheep produced by either or both of these methods shall be appropriately identified in the records of the organization. Any certificates of registration issued or transfer of ownership shall also be appropriately identified. 

D. All registered sheep must be positively identified at all times, the method of identification being left to the discretion of the individual breeder. The flock number rather than the registration number will identify the animal in the flock. 

E. A separate colored Cormo registry may be established by a 2/3 majority of the Board of Directors. 

SECTION 3. PHYSICAL CHARACTERISTICS. 

A. Fleece requirements. 

a. White wool with a micron count of 23 or less with a one year staple length minimum of 3 inches. 

b. No hair, kemp, or colored fiber in the fleece. 

B. Objectionable traits or defects 

a. Wool below the eye 

b. Scurs 

c. Cow hocks, sickle hocks 

C. Freedom from anatomical or physical defects is required. 

a. No black spots in wool or brown legs are acceptable.  

b. Horns on rams or ewes. 

c. Abnormal jaw formation 

d. Cryptorchidism or split scrotum, defects of the testicles 

e. Defects of the udder 

ARTICLE X. AMENDING THE BYLAWS. These Bylaws may be altered or amended by a vote of the majority of the members of the Board of Directors in attendance at any Board meeting and confirmed by a majority vote of the membership voting. 

These Bylaws may be amended by a two-thirds (2/3) vote of the qualified members voting at any annual meeting of the Association. 

Proposed Articles of Incorporation or Bylaws changes must be presented in writing to the Board of Directors no less than two (2) months prior to the annual meeting. A proposed change in the Articles of Incorporation and Bylaws when approved by the Board of Directors will be published and forwarded to all members. 

2/7/202