Ontario Katahdin Sheep Association
- Bylaws
ARTICLE 1: NAME
1. The name of this Corporation is ONTARIO KATAHDIN SHEEP
ASSOCIATION INC. The registered office of the Corporation shall be as
determined from time to time by the Board of Directors of the Corporation
as shall the principal office and place of business.
2. The Katahdin Sheep breed hereafter shall be referred to as
Katahdin or Katahdin(s).
The name Katahdin will signify that the sheep complies with the
CANADIAN KATAHDIN SHEEP ASSOCIATION Bylaws defining eligibility and
qualification.
ARTICLE 11: PURPOSES
This Corporation has been established for such scientific,
educational, and charitable purposed as are permitted to organizations
exempt from federal income tax including, without limitation, the
following purposes:
1. To identify Katahdins, develop and expand the industry in the
Province of Ontario;
2. To provide services for the development, promotion and marketing
of the Katahdin industry and its products;
3. To educate the members of the OKSA and the public with respect to
breeding, raising, care, uses and heritage of Katahdins;
4. To collect, compile, publish, preserve data, information and
documents relating to Katahdins;
5. To assist in the implementation of research programs with
qualified persons on Katahdin management, primarily with respect to
breeding, conservation, agricultural practices and public use
opportunities; and to preserve, protect, and enhance for future
generations the Katahdin resource by application of science and technical
education;
6. To increase efficiency in animal husbandry and to increase and
improve the quality of food resource;
7. To encourage and facilitate co-operation and support among
Katahdin owners; and
8. In order to implement and achieve the foregoing, to make all
necessary contracts and agreements; and make, alter, and repeal
regulations subject to the provisions of the Bylaws.
ARTICLE 111: SEAL
The Directors may adopt and alter the seal of the Corporation
ARTICLE 1V: MEMBERSHIP
1. A member may be an individual or partnership, a corporation or an
association. There shall be three classes of membership consisting of
Class A2 and Class A1 who are voting members, and Class B who are
non-voting members and called Associate members.
If the Class A2 member is an organization it shall designate in
writing filed with the secretary before the meeting the member of its
group who shall act for the organization.
(a) Any owner(s) of registered Katahdin sheep may become a Class A2
or Class A1 member. By becoming a Class A2 or Class A1 member, that member
undertakes to uphold the Bylaws of the association, the Bylaws and the
standards established by the CANADIAN KATAHDIN SHEEP ASSOCIATION, INC.,
for the breed of sheep known as "Katahdin". Each Class A2 member
will be entitled to two votes; each Class A1 member one vote on all
matters submitted to the membership for a vote. Members may vote in person
or by proxy, and may vote for directors in the manner of cumulative
voting. No member shall vote in more than one capacity or represent more
than one membership, but this shall not prevent a member from acting under
proxy of another member.
(b) Any other individual, partnership, corporation or association
may be a Class B member known as associate member but shall have no voting
privileges nor be eligible to hold office or serve on the Board of
Directors. By becoming an associate member, that member undertakes to
uphold the Articles of Incorporation, Bylaws, and the standards
established by the Corporation for the breed of sheep known as
"Katahdin".
(c) Membership in either Class shall terminate on failure of the
member to pay membership fees and other charges assessed by the Directors
within the time fixed by them. Such former member shall be reinstated on
payment of current fees and charges and on payment of such unpaid back
fees and charges as the Directors may demand.
BOARD OF DIRECTORS
1. The Association shall be managed by a Board of Directors
consisting of not less than five (5) directors and no more than nine (9)
and, as much as possible, distributed throughout the Province. The number
of directors shall always be an odd number. All directors shall be voting
members in good standing with the Association. Directors who fail to
attend two (2) consecutive meetings without reasonable explanation shall
be deemed to be no longer members of the Board of Directors.
2. Directors shall be elected at a Special or Annual Meeting every
second year. The term of office will be two (2) years per Directors.
However, this does not prevent the Director from seeking re-election.
3. The Directors shall meet at least once annually to consider such
business as may properly come before them. They may establish regular
meeting times in which case no notice is required. Special meetings may be
called by the President or at the written request of any two Directors,
delivered to the Secretary, who shall give written notice to each Director
of the time, place and purpose of the special meeting. Directors meetings
may be held in any Province.
4. Members of the Board of Directors or of any committee designated
thereby may participate in a meeting of the Board or of such committee by
means of conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other.
5. A majority of the Board of Directors present in person or by
proxy shall constitute a quorum for the transaction of business. Any act
taken by a majority of Directors present at meeting at which a quorum is
present shall constitute an act of the Board of Directors. If a vacancy on
the Board is caused by death, resignation, or removal of a Director, the
Board may elect a successor to fill such vacancy until the next election
by the membership.
6. The Board of Directors, by resolution adopted by majority of the
Directors then in office, may designate from among its members and other
persons (except in the case of an Executive Committee) one or more
Committees each consisting of not less than one Director, with such duties
as the Board may see fit.
7. Directors shall not receive any stated salary for their services
as such. The Board of Directors shall have power in its discretion to pay
reasonable compensation to Directors and members rendering exceptional
services to the Corporation.
8. The Board of Directors shall have the authority to charge
membership and other fees in such amount as the membership has approved at
a General, Special or Annual Meeting.
ARTICLE V1: OFFICERS (EXECUTIVE BOARD)
1. I) Officers of the Corporation shall consist of a Past President,
President, a Vice-President, a Secretary, and a Treasurer. The Secretary
and Treasurer could be one and the same, and may be selected from the
Board of Directors or from the general membership by the Executive Board.
(If selected from the general membership, the Secretary-Treasurer will not
have a Board vote.) The President and Vice-President shall be elected to
the Board of Directors by the general membership at an Annual or Special
Meeting, with authority to manage the corporation’s business and affairs
except the power to amend the bylaws and except as limited by law.
II) Each officer shall hold office for a term of two years, or until
his/her successor is duly elected and qualified. Officers may succeed
themselves. In case any office of the Corporation becomes vacant, a
majority of Directors then in office may elect an Officer from the Board
of Directors to fill such vacancy for the unexpired term.
2. Any officer may be removed from office by the affirmative vote of
two-thirds of all the Directors at any regular or special meeting called
for that purpose, for conduct detrimental to the interest of the
Corporation, for lack of sympathy with its objectives, or for refusal to
render reasonable assistance in carrying out its purpose. Any Officer
proposed to be removed shall be entitled to at least fifteen days’
notice in writing by mail of the meeting of the Board of Directors where
such removal is to be considered, and shall be entitled to appear before
and be heard by the Board of Directors at such meeting. An Officer can
appeal by petition to the membership within thirty days whereupon he/she
will be given an opportunity to state his/her case at a Special, Annual,
or General Meeting.
ARTICLE V11: DUTIES & AUTHORITY OF OFFICERS
1. President: The President shall be the Chief Executive Officer of
the Corporation, shall preside at all meetings of the members of the Board
of Directors, shall have the general and active management of the business
of the corporation, and shall see that all orders and resolutions of the
Board of Directors are carried into effect.
2. Vice-President: The Vice-President, as elected by the membership,
shall, in the absence of or in the case of the disability of the
President, perform the duties and exercise the powers of the President,
and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.
3. Secretary: The Secretary shall attend all meetings of the Board
of Directors and record all the proceedings of the Board in the book kept
for the purpose, and shall give the required notices of meetings of the
Board of Directors, and shall perform like duties for the meetings of the
members and for the Executive Committee. The Secretary shall perform such
other duties as may be prescribed by the Board of Directors or President,
under whose supervision he/she shall be. He/She, or an Assistant
Secretary, shall have authority to affix the corporate seal to any
instrument requiring it and when so affixed, it may be attested by his
signature or by the signature of such Assistant Secretary or by the Clerk.
The Board of Directors may give general authority to any other officer to
affix the seal of the corporation and to attest the same. The Secretary
shall have such other powers and duties as are prescribed by law or by the
Board of Directors.
4. Treasurer: The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts
and disbursements in books belonging to the Corporation and shall deposit
all monies and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President of the Board of Directors
at its regular meetings or when the Board of Directors so requires, an
account of all his transactions as Treasurer and of the financial
condition of the Corporation.
5. Past-President: The Past President shall be an advisor to the
President and Board of Directors and shall have the right to vote as a
Director.
ARTICLE V111: INDEMNIFICATION
The Directors, Officers and employees of the Corporation shall be
indemnified by the Corporation against all expenses actually and
necessarily incurred, including any judgment or award, by such person or
organization in connection with the defence of any action, suit or
proceeding to which such person or organization has been made party by
reason of being or having been such Director, Officer or employee, unless
such person or organization is adjudicated in such action, suit or
proceedings to be liable for gross negligence or willful misconduct in the
performance of the duty.
ARTICLE 1X: AMENDMENTS
The Articles and Bylaws of the Corporation may be altered and
amended in either of the following ways: after proposal of an amendment by
a Director, the Board of Directors shall send to each member, thirty days
prior to the Annual Meeting or Special Meeting called for that purpose, a
written notice specifying the articles or bylaws to be altered or amended.
Members may vote in person or by letter on such proposed alterations or
amendments; or, if two-thirds or more of the membership are present at the
Annual or Special Meeting, then articles or bylaws can be brought forth
for alteration or amendment without prior notice. A two-thirds’ majority
vote of the members voting will be required for and alteration or
amendment to become effective. All such alterations and amendments shall
be acted on at the Annual or Special Meeting of the Corporation.
ARTICLE X: OTHER MATTERS
For all other matters to be voted upon, a majority vote of those in
attendance which shall be not less than 20% of the total membership is
sufficient to be effective.
|
