Copyright © 2006 RMNCSB, Colorado, Wyoming, New Mexico and Utah All Rights Reserved
Section 1 : Membership
THE ROCKY MOUNTAIN NATURAL COLORED SHEEP BREEDERS ASSOCIATION (RMNCSBA) is a non-profit organization, as recognized under the Colorado Nonprofit Corporation Act, Colorado Revised Statutes (1991), Title 7, Articles 20-29. The purpose of the RMNCSBA is to promote the interests of those who breed or own colored sheep, as well as those who have a real interest in colored wool.
Membership is open to anyone who wishes to join in working in the development, improvement, and promotion of colored sheep and colored wool. Membership will be divided into the four following categories:
Regular (or family) Members - Sheep Producers
Associate Members - Non producers
Junior Members- Sheep producers under 18 years of age
Group membership for persons who belong to other sheep, wool, and fiber arts
organizations.
Section 2: Dues
Membership dues shall be fixed from time to time at the discretion of the members and shall be assessed upon a yearly basis, beginning January 1 st of each year.
Section 3: Voting Rights
Only regular members will have voting power. However, each family shall be entitled to one (1) vote. All other members may attend meetings, receive newsletters, and participate in RMNCSBA- sponsored functions.
Section 4: Meetings
Meetings of the general membership of the RMNCSBA shall be held at a time and place designated by the Officers, at least quarterly. The annual meeting of the members of the RMNCSBA, for the election of Officers and for the transaction of any other business as may properly come before the meeting, shall be held during the month of January at a time and place designated by the Officers.
Section 5: Special Meetings
Special meetings of the members may be called by the President or the Vice President, or not less than four members of the RMNCSBA.
Section 6: Notice
Written or printed notice stating the place, day, and hour of the membership meeting, and in case of a special meeting of the members, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than thirty (30) days before the date of the meeting, either personally , by mail, or by E-mail at the discretion of the President, or the persons calling the meeting to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered, when deposited in the United States Mail addressed to the member at his address, as it appears on the books of the RMNCSBA, with postage thereon prepaid. Failure to deliver such notice or to obtain a waiver thereof, shall not cause a meeting to be lost, but it shall be adjourned by the members present for a period not to exceed sixty (60) days until any deficiency in notice or waiver shall be supplied.
ARTICLE II
Section 1: Officers
The elective Officers of the RMNCSBA shall be the President, Vice President, Secretary , and Treasurer, who shall be elected by the members at its annual meeting. Unless removed in accordance with procedures established by law and in these bylaws, the said Officers shall serve until the next annual meeting and until their respective successors are elected and shall qualify. Any two offices, but not more than two, may be held by the same person at the same time, except that one person may not simultaneously hold the offices of President and Vice President, or President and Secretary .
Sectjon 2: General Manager
The Officers may elect or appoint a General Manager, one or more assistant Secretaries and one or more assistant Treasurers as it may deem advisable, who shall hold office during the pleasure of the Officers, and shall be paid such compensation as may be directed by the Officers.
Section 3: Duties of Officers
The Officers of the RMNCSBA shall exercise and perform the respective powers, duties, and functions as stated below, and as may be assigned to them by the members.
A. The President shall be the Chief Executive Officer of the RMNCSBA and shall have supervision, direction, and control of the business and Officers of the RMNCSBA. He or she shall preside at all meetings authorized by the members. The President shall perform all the duties commonly incident to his or her office and such other duties as the members shall designate.
B. In the absence or disability of the President, the Vice President shall perform all the duties of the President, and when acting shall have all the powers of and be subject to the restrictions of the President. The Vice President shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President.
C. The Secretary shall keep accurate minutes of the meetings. He or she shall keep, or cause to be kept, a register of the members of the RMNCSBA and shall be responsible for giving notice of the meetings. The Secretary shall be custodian of the records. The Secretary shall perform all duties commonly incident to this office and such other duties as may from time to time be assigned by the President.
D. The Treasurer shall have care and custody of the money, funds, valuable papers and documents of the RMNCSBA. He or she shall keep accurate books of account of the RMNCSBA's transactions, which shall be the property of the RMNCSBA, and shall render financial reports and statements of the condition of the RMNCSBA when so requested by the members or the President. The Treasurer shall perform all duties commonly incident to this office, and such other duties as may from time to time be assigned to him or her by the President.
Section 4: Delegation of Power
In the event of absence or inability of any Officer to act, the President or next in line may delegate the powers or duties of such Officer to any other Officer, Director or person whom he or she may select.
Section 5: Removal of Officers
Any Officer or agent may be removed by members at a meeting called for that purpose, whenever in its judgment the best interests of the RMNCSBA will be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person removed. Election or appointment of an Officer or agent shall not, of itself, create contract rights.
ARTICLE III - FINANCES
Section 1: Income
The monies of the RMNCSBA shall be deposited in the name of the RMNCSBA in such bank as the members shall designate, and may be drawn out only on checks signed in the name of the RMNCSBA by such person or persons as the members by appropriate resolution may direct. Notes and commercial paper, which authorized by members, shall be signed in the name of the RMNCSBA by such Officer or Officers or agent or agents as shall thereunto be authorized from time to time.
The fiscal year of the NCSBA shall be the calendar year unless otherwise determined by resolution of the members.
Section 3: Distribution of Income
No part of the net earnings of the RMNCSBA shall be used for the benefit of or distributed to the members, Officers, or other private persons except that the RMNCSBA shall be authorized and empowered to pay reasonable compensation for services rendered.
Section 4: Distribution of Assets
Upon the dissolution of the RMNCSBA, the Officers shall, after paying or making provision for the payment of all of the liabilities of the RMNCSBA, dispose of all the assets of the RMNCSBA by dividing it equally among all members or disposing of it as the members direct.
ARTICLE IV- AMENDMENTS
Amendments to these bylaws may be accepted for consideration at any meeting by a majority vote of the members present. The proposed amendments will be published within 60 days along with a ballot. The favorable vote of 2/3 of the members in good standing, whose ballots are returned within the stated time limit, shall be required to ratify any such amandment.
ARTICLE V - ROBERT'S RULES OF ORDER
All meetings shall be conducted under Robert's Rules of Order.
ARTICLE VI - VOTING, ANNUAL ELECTION, NOMINATIONS
Section 1: Voting At the annual meeting and at all other meetings of the RMNCSBA, voting will be limited to those regular members in good standing who are present at the meeting, except for the election of Officers and except for amendments to the Bylaws, which shall be decided by written ballot cast at the election or by mail as provided for in Article IV. Voting by proxy shall not be permitted. The Board of Directors may decide to submit other specific questions for decision of the members by written ballot cast by mail.
Section 2: Annual Election
A. At the Annual Meeting for the election of Officers, the vote shall be conducted by a written ballot cast by mail.
B. In order to count a ballot must bear the name of the voter on the envelope and must be recieved by The Secretary to tabulate the results no later than midnight of the day preceding the Annual Meeting. The Secretary will inform the members present at the Annual Meeting of the results and new Officers shall be declared. The ballots shall remain in the hands of the Secretary for a period of three months after the election and shall then be destroyed by the Secretary.
Section 3: Nominations
A. No person shall be a candadate in the RMNCSBA election who has not been nominated in accordance with these Bylaws. At least 6 weeks before the last quarterly meeting of the year the Board of Directors shall select a Nominating Committee consisting of 3 members, not more than one of whom may be a Board member. Every effort shall be made to select members of the Nominating Committee who represent the diverse interests and geographic makeup of the RMNCSBA. The Secretary shall immediately notify the Committee members of their selection. The Board shall name a Chair for the Committee and it shall be his or her duty to call a Committee meeting which shall be held before the next quarterly meeting.
B. The Committee shall nominate one candidate for each office and after securing the consent of each person nominated shall report their nominations to the Secretary at least 4 weeks prior to the Annual Meeting.
C. At the last quarterly meeting of the RMNCSBA year nominations may be made from the floor. The nominee must give consent.
D. After the last quarterly meeting and upon receipt of the Nominating Committee's report the Secretary shall notify each member in writing of the candadates for election.
E. In the event that Officers for the next year are not elected at the Annual Meeting a special meeting shall be called for this purpose prior to the next quarterly meeting. The new officers shall take office immediately after the election.
F. The Secretary shall mail to each member in good standing, on or about 30 days prior to the Annual Meeting, a ballot listing all nominees for each position, together with an envelope addressed to the Secretary in which the ballot is to be returned. The envelope shall be marked "Ballot" and the signature of the member shall be on the ballot.
G. All nominees at the time of the election shall be regular members in good standing.
ARTICLE VII- INDEMNIFICATION AND LIABILITY
Section 1: Authority for Indemnification
Any person who was or is a party or is threatened to be a party to any threatened, pending, or completed action, suit, or porceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal, by reason of the fact that he or she is or was an Officer, employee, fiduciary or agent of RMNCSBA or is or was serving at the request of the RMNCSBA as an Officer, partner, trustee, or employee (Proper Person) shall be indemnified by the RMNCSBA against expenses including attorneys' fees, judgments, penalties, fines, and amounts paid in settlement reasonably incurred by him in connection with such action, suit or proceeding if it is determined by the groups set forth in Section 4 of this Article that he conducted himself in good faith and that he (1) reasonably believed, in the case of conduct in an official capacity with the RMNCSBA, that said conduct was in the RMNCSBA's best interests, or (2) in all other cases (except criminal cases) believed that said conduct was at least not opposed to the RMNCSBA's best interests, or (3) with respect to criminal proceedings had no reasonable cause to believe said conduct was unlawful. A person will be deemed to be acting in an official capacity while acting as an Officer, employee or agent of the RMNCSBA and not when acting on the RMNCSBA's behalf for some other entity.
No indemnification shall be made under this Section to any Proper Person with respect to any claim, issue or matter in connection with a proceeding in which said Proper Person is/was adjudged liable to the RMNCSBA or in connection with a proceeding charging improper personal benefit to said Proper Person, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him or her.
Further, indemnification under this Section shall be limited to reasonable expenses, including attorneys' fees, incurred in connection with the proceeding. These limitations shall apply to Officers only and not to employees, fiduciaries or agents of the RMNCSBA.
Section 2: Right To Indemnification
The RMNCSBA shall indemnify any Proper Person who has been wholly successful on the merits or otherwise, in defense of any action, suit, or proceeding referred to in Section 1 of this Article against expenses, including attorneys' fees, reasonably incurred by him in connection with the proceeding without the necessity of any action by the RMNCSBA other than the determination in good faith that the defense has been wholly successful.
Section 3: Effect of Termination of Action
The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person seeking indemnification did not meet the standards of conduct described in Section 1 of this Article. Entry of a judgment by consent as part of a settlement shall not be deemed an adjudication of liability.
Section 4: Groups Authorized to Make Indemnification Determination
In all cases, except where there is a right to indemnification as set forth in Section 2 of this Article or where indemnification is ordered by a court, any indemnification shall be made by the RMNCSBA only as authorized in the specific case upon a determination by a proper group that indemnification of the Proper Person is permissible under the circumstances because he has meet the applicable standards of conduct set forth in Section 1 of this Article. This determination shall be made by the Board of Directors by a majority vote of a quorum, which quorum shall consist of Directors not parties to the proceeding (Quorum). If a Quorum cannot be obtained, the determination shall be made by a majority vote of a committee of the Board of Directors designated by the Board, which committee shall consist of two or more Directors not party to the proceeding except that Directors who are parties to the proceeding may participate in the designation of Directors for the committee. If a Quorum of the Board of Directors cannot be obtained or the committee cannot be established, or even if a Quorum can be obtained or the committee can be established but such Quorum or committee so direct, the determination shall be made by independant legal counsel selected by a voteof a Quorum of the Board of Directors or a committee in the manner specified in this section or, if a Quorum of the full Board of Directors cannot be obtained and a committee cannot be established, by independant legal counsel selected by a majority vote of the full Board of Directors ( including Directors who are parties to the action) or by a vote of the members.
Section 5: Court Ordered Indemnification
Any Proper Person may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction for mandatory indemnification under Section 2 of this Article, including indemnification for reasonable expenses incurred to obtain court-ordered indemnification. If the court determines that the Proper Person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he or she met the standards of conduct set forth in Section 1 of this Article or was adjudged liable in the proceeding, the court may order such indemnification as the court deems proper except that if the induvidual has been adjudged liable, indemnification shall be limited to reasonable expenses incurred.
Section 6: Advance of Expenses
Expenses, including attorney's fees, incurred in defending a civil or criminal action, suit, or proceeding may be made by the RMNCSBA to any Proper Person In advance of the final disposition of such action, suit, or proceeding upon receipt of (1) a written affirmation of such Proper Person's good faith belief that he or she has met the standards of conduct prescribed by Section 1 of this Article; (2) a written undertaking, executed personally or on his or her behalf, to repay such advances if it is ultimately determined that he or she did not meet the prescribed standards of conduct ( the undertaking shall be an unlimited general obligation of the Proper Person but need not be secured and may be accepted wothout reference to financial ability to make repayment); and (3) a determination is made by the proper group, as described in Section 4 of this Article, that the facts as then known to the group would not preclude indemnification. Determinationand authorization of payments shall be made in the same manner specified in Section 4 of this article.
Section 7: Report to Members
Any indemnification of or advance of expenses to an Officer or Director in accordance with this Article, if arising out of a proceeding by or on behalf of the corporation, shall be reported in writing to all members with or before the notice of the next member's meeting.