BYLAWS of the LEICESTER LONGWOOL SHEEP BREEDERS ASSOCIATION of the UNITED STATES

Article I - Purpose and Objectives

The purpose of the Association is to improve and enhance the Leicester Longwool Sheep breed according to the breed standard. The objectives of the Association and its members are to (1) collect data on, preserve, and promote the increase of the population of the Leicester Longwool sheep breed; (2) create a platform for support, promotion and education of the breeders of the Leicester Longwool sheep breed; (3) improve the breed under the guidelines of the breed standard as set by the Leicester Longwool Sheep Breeders Association of the United States (afterwards known as the Leicester Longwool Sheep Breeders Association, or LLSBA); (4) to register and keep on file all records of the registrations and transfers of the breed in the United States, and (5) to share information about the breed in order to increase understanding, interest and support of the breed. The purpose and objectives are consistent with the nature and status of the LLSBA as a not-for-profit, membership organization incorporated in the Commonwealth of Virginia, United States. 

 Article II – Show Policy 

 Card grading is the preferred method of exhibiting Leicester Longwool sheep.  Card grading guidelines can be obtained from the secretary of the Association.  Sheep that are registered or intended to be registered with the LLSBA may also be shown competitively in White Longwool or Colored Longwool classes, and Youth classes.

 Article III - Membership 

 Section 1. Eligibility 

 Any individual or organization that owns and breeds Leicester Longwool sheep or that is interested in Leicester Longwool sheep is eligible to become a member of the LLSBA. An organization may appoint a designated agent to act on its behalf (e.g. The Colonial Williamsburg Foundation has appointed Elaine Shirley as its designated agent.)

 Section 2. Membership Status 

 Membership classes include active membership, junior membership, friends membership, and international membership.  In addition, Lifetime Membership may be conveyed upon a member with approval by a majority vote of the Board of Directors.  A Lifetime Member holds all the rights and privileges of an active member.

 a. Active membership is limited to residents of the United States who own, breed and register/birth notify Leicester Longwool sheep, consistent with the requirements for pedigrees and registration in the LLSBA registry. Active members may engage in the regular business and activities of the LLSBA including the right to vote. When an active member ceases to be an owner or breeder of Leicester Longwool sheep, or fails to register or birth notify sheep in the LLSBA registry for a period of three consecutive years, the member will automatically become a friends member. Membership dues will be recorded and records maintained by the association.

 b. Junior membership is limited to members 21 years of age and under. Junior members have all the privileges and responsibilities of active members except the right to vote. 

 c. Friends membership is open to those otherwise eligible for active membership but not owning, breeding and/or registering/birth notifying Leicester Longwool sheep. Persons who have a friends membership may become eligible for active membership once they breed and register/birth notify Leicester Longwool sheep. Friends members are not entitled to vote. 

 d. International membership is open to any individual who is not a resident of the United States who has an interest in the Leicester Longwool sheep. International members are not entitled to vote. 

 Section 3. Dues and Fees

 a. Dues will be recommended by the Board of Directors and determined by a majority vote of the active members. Current dues for active members entitle them to register sheep. Annual membership fees are due on or before January 31st of each year.

 b. Special fees as determined by the Board of Directors may be imposed on active members following a thirty (30) day prior notice to all active members. 

 c. Upon the sale and/or transfer of Leicester Longwool sheep to a non-member, the active member selling and/or transferring the animal may offer the non-member a one-time, one-year membership in the LLSBA by paying their membership dues at a reduced rate.

 Article IV – Meetings

 Section 1. Meetings 

 The LLSBA will conduct an annual meeting to be held at a location determined by the Board of Directors. Agendas for the annual meeting will be distributed electronically to each active member no less than thirty (30) days in advance of the annual meeting. Additional meetings may be scheduled, subject to thirty (30) days prior notice to all active members and held with approval of the Board of Directors. These additional meetings may be held by teleconference. Voting may be done electronically with ballots collected by the Secretary. 

 Section 2. Quorum 

 At all meetings of the general membership of the LLSBA, a quorum will consist of a third (1/3) of the active members in good standing (current on their dues) and a minimum of four Board of Directors members. 

 Section 3. Parliamentary Authority 

 The current edition of "Sturgis Standard Code of Parliamentary Procedures" will govern the LLSBA in all parliamentary situations that are not covered in the law, or in these bylaws, or adopted rules. In case of a conflict between the provisions of these bylaws and the parliamentary provisions of "Sturgis" the provisions of these bylaws prevail. 

 Article V – Board of Directors

 Section 1. Definition 

 The Board of Directors of the LLSBA consists of all elected LLSBA officers (President, Vice President, Secretary, and Treasurer) and three Flock Representatives. To be eligible for election, each member of the Board of Directors must be an active member of the LLSBA. Board of Directors members will be elected by the active members of the LLSBA by majority vote of returned ballots. 

 a. Flock Representatives are not officers of the LLSBA but represent the interests of the active members on the Board of Directors.

 b.  The Executive Committee comprises the officers of the LLSBA. 

 Section 2. Term Limits

 Board of Directors members will serve two-year terms with elections on even years. There is no limit to the number of terms that can be served. 

 Section 3. Meetings 

 a. Meetings of the Board of Directors may be called at any time by the President or by the Secretary upon receipt of a request by a majority of the Board of Directors. 

 b. Meetings of the Board of Directors may be held by teleconference or electronically provided that all members of the Board of Directors have adequate opportunity to engage in discussion. 

 c. Minutes of the Board of Directors meetings will be kept and made available to the active members upon request. 

 Section 4. Responsibilities 

 The general management of the business of the LLSBA is vested in the Board of Directors. The Board of Directors will conduct the affairs of the LLSBA that do not require a vote from the active members. The Board of Directors has the power to make rules and regulations consistent with the bylaws of the LLSBA for the guidance of its officers and members and for the transactions of the business of the LLSBA, and generally to exercise all powers necessary for the transaction of the business of the LLSBA. The Board of Directors has the authority to deviate from the by-laws if such action is deemed advisable and is approved by unanimous vote of the Board of Directors. 

 Section 5. Quorum 

 A quorum of the Board of Directors will consist of four (4) members. 

 Section 6. Vacancies 

 a. If a member of the Board of Directors resigns, or if the incumbent becomes incapacitated and cannot or is unwilling to perform the duties of office, the Board of Directors will elect a replacement. For the purposes of these by-laws incapacitation means illness or death. An incumbent may resign from the board by submitting a letter to the Board of Directors, and their resignation will become effective upon acknowledgement of receipt by the Board of Directors. 

 b. Nominations for the vacant position must be submitted to the Secretary. The Secretary will conduct the balloting of the Board of Directors. The Vice President will conduct the balloting if the Secretary office is vacant. 

 c. The newly elected Board of Directors member will hold office until the next regularly scheduled election. 

 Section 7. Nomination and Elections of the Board of Directors 

 a. Nominations for Officers and Flock Representatives may be made by any active member. Nominees must be active members current on their dues and registration/transfer fees. Nominations must be submitted to the Secretary or Nomination Committee and include a written affirmation and a short statement of interest by the candidate to be considered. Nominations will be opened on March 1 and closed on March 15th of election years. 

 b. Elections will be conducted electronically and overseen by an independent active member solicited by the Board of Directors. Ballots will include the nomination materials provided by the candidates. Balloting information will be distributed within fourteen (14) days of the close of nominations, with balloting to occur over the subsequent fourteen (14) days. Successful candidates will be selected by a majority of voting active members. If there are three or more candidates for an office and a tie occurs for the top candidates, the bottom candidate(s) will be removed from the ballot and voting repeated with fourteen (14) days until the majority is attained. Election results will be announced no later than seven (7) days after the final balloting with final results announced no later than May 15th. 

 Article VI - Officers 

 Section 1. The officers of the LLSBA are the President, Vice-President, Secretary, and Treasurer. 

 Section 2. Duties of the Officers 

 a. President 

 The President presides over all meetings of the members and all meetings of the Board of Directors. Subject to the authority and direction of the Board of Directors, the President has general and active management of the LLSBA and is authorized to execute all orders, resolutions and directives of the Board of Directors. The President has the authority to appoint other non-elected positions and chairs of ad-hoc committees.  The President will coordinate with the Treasurer to ensure an annual report is filed with the Commonwealth of Virginia.

 b. Vice-President 

 The Vice-President exercises all functions of the President in the absence or disability of the President and performs such duties as may be assigned to him/her by the Board of Directors. The Vice-President assumes the office of President if the President resigns or cannot fulfill the responsibilities of the office. 

 c. Secretary 

 The Secretary will coordinate with other Board members to set the agenda for meetings and then schedule the meetings.  The Secretary will keep minutes of the proceedings of the LLSBA and the Board of Directors. These minutes will be open for inspection by any active member.  The Secretary will work with established committees to promote the Leicester Longwool sheep, and to carry out the operations of the association.  They will also help in coordinating any special events of the LLSBA, such as Card Grading shows and the annual conference and other requirements as needed for the smooth operation of the LLSBA.  The Secretary will coordinate with the Treasurer to create a budget, and will be responsible for renewing forms as needed for operation of the association. 

 d. Treasurer 

 The Treasurer will deposit the funds of the LLSBA in a financial establishment approved by the Board of Directors and will pay all bills from this account. The Treasurer will coordinate with the Secretary and will be responsible for creating a budget for the LLSBA and reporting on the financial standing of the LLSBA upon request from the Board of Directors and at the annual meeting. The Treasurer will report the financial status to the IRS annually. 

 Article VII – Sheep Identification, Registrations and Pedigrees 

 A primary function of the LLSBA is to register and provide pedigrees for the Leicester Longwool sheep. A Registrar will be appointed by a majority vote of the Board of Directors. Policies governing the acceptable mechanisms for identifying individual sheep, providing and recording registrations, and preserving pedigrees will be created by the Board of Directors in consultation with the appointed registrar. Changes in fees for registrations will be recommended by the Board of Directors and registrar and submitted to the active membership for approval by a majority vote of returned ballots. 

Article VIII – Amendments 

 These bylaws may be altered or amended at a meeting of the Board of Directors by a 4/7 vote of the Board of Directors or at the annual meeting, provided no less than one-third (1/3) of the active members are present. 

 Article IX – Dissolution 

 Section 1. The LLSBA may be dissolved at any time by the written consent of two-thirds (2/3) of the active membership. 

 Section 2. Dissolution will be considered only at a meeting of the membership. A special meeting for this purpose will be called if the Secretary receives a written request for such a meeting from a petition signed by fifty percent (50%) of the active members. 

 Section 3. Dissolution may be considered only if written notice of the intent to dissolve is sent to all active members not less than thirty (30) days prior to the special meeting called for this purpose. 

 Section 4. If the LLSBA is dissolved, all just debts and liabilities of the LLSBA will be paid. After payment of all debts and liabilities of the LLSBA, its assets and properties will be distributed to a non-profit fund, foundation or corporation which is organized and operated for the benefit of sheep breeders, and/or the preservation of heritage sheep breeds (e.g. The Livestock Conservancy).

Revised and adopted by a vote of the Board of Directors on 05/31/21.