The residents of Loudoun County, in order to promote the production and improve the economic viability of sheep and goats, to disseminate educational and economic information to the Association and to be a central clearing house for information, do hereby establish this Association, a non-stock corporation under the provisions of Chapter 10 of Title 13.1 of the Code of Virginia, as amended.

In order to further promote these goals, the Association will become affiliated with the Virginia Sheep Breeders Association and the Loudoun County Agricultural Advisory Committee.

Section 1. Eligibility. There shall be three classes of membership in the Association: Active, Associate, and Sustaining. Members shall be admitted to the Association upon receipt by the Secretary of an application and payment of the dues assessed by the Association.

A. Active. Any individual or entity engaged in the production of sheep or sheep products may become an Active member of the Association.

B. Associate. Associate members shall be educators, government officials, citizens or others interested in sheep and sheep products and who wish to further the aims of the Association.

C. Sustaining. Any individual or entity not actively engaged in production of sheep or sheep products, but engaged in the promotion and interest of agricultural products may apply for Sustaining membership.

Section 2. Annual Dues. The annual dues shall be set by the Board of Directors, and are payable in January of each year.

Section 3. Good Standing. A membership shall be considered in good standing only if dues are paid in full.

Section 1. Meetings.

A. Annual Meeting. The annual membership meeting shall be held in January of each year.

B. Regular Meetings. Regular meetings of the Association will be held at the discretion of the Board of Directors with the approval of the majority of the members.

C. Special Meetings. Special meetings of the Association for emergency action or special projects may be called by the President at any time.

Section 2. Notice. Notice of the annual meetings and all regular meetings shall be given to all members at least five days in advance. Notice of special meetings shall be given to all members at least three days in advance. This section shall not prohibit the Secretary from notifying any other persons of any meeting.

Section 3. Voting. Each paid membership is entitled to one vote at any membership meeting. Proxy voting will not be permitted. A registry of paid memberships shall be maintained by the Treasurer.

Section 4. Quorum. Ten percent of paid members shall constitute a quorum for the transaction of business at any legally convened meeting.

Section 1. Officers. The officers of the Association, consisting of the President Vice-President, Secretary, and Treasurer, shall hold office for a one-year term or until their successors are duly elected. The offices of President and Vice-President may only be held by Active members.

The President shall preside at all meetings of the membership and of the Board and shall perform such other duties as are incident to or are properly required of the office by the members.

The Vice-President, in the absence of the President, shall perform all the duties of the President.

The Secretary shall be responsible for recording the minutes of the membership and Board meetings and maintaining such other records as may be required by the President or the members. The Secretary shall have charge of the correspondence, notify members of meetings, keep a roll of the members with their addresses, and carry out such other duties incident to the office as the President may request or the members assign.

The Treasurer shall collect, receive and safely keep all monies due or belonging to the Association, including membership dues, and shall pay out monies belonging to the Association only upon order to pay out funds if such disbursement has been approved by a majority vote of the members at any meeting. The Treasurer's books shall be open to inspection by the Board and the members at all times and the Association's finances and every item of receipt or payment shall be reported at each regular meeting. At the annual meeting, the Treasurer shall render an account of all monies received and expanded during the previous fiscal year.

The offices of Secretary and Treasurer may be held by the same person.

Section 2. Board of Directors. The business and affairs of the Association shall be managed by a Board of Directors which shall be empowered to act for the Association between meetings. The Board shall be comprised of the Chairpersons of each standing committee, together with the President, Vice-President, Secretary, Treasurer, and the immediate Past President, all of whom shall be members in good standing. All actions of the Board shall be reported to the first meeting of the Association following the action.

Section 3. Committees. There shall be four standing committees: (1) Marketing, (2) Resources, (3) Membership, and (4) Programs.

Section 4. Nominations, Elections, Vacancies and Removals.

A. Nominations. Nominations for offices shall be made by a nominating committee This committee shall consist of three members appointed by the President at the last regular meeting preceding the annual membership meeting.

B. Elections. All officers shall be elected by a majority vote of those members present and comprising a quorum at the annual meeting and shall assume office at the meeting.

C. Vacancies. Should an office become vacant during the year, the President, with approval of the majority of the Board of Directors, shall appoint a member of the Association to assume that office and serve the remainder of the term of such office.

D. Removal. Any elected officer or agent appointed by the Board may be removed by a majority vote of the members present and comprising a quorum at any legally convened meeting of the Association.

Section 5. Rights and Liabilities of Directors. No Director of the Association shall have any right, title or interest in any property or assets of the Association nor shall any Director be liable or responsible for any debts or liabilities of the Association.

Section 1. Calendar. The fiscal year of the Association shall begin on the day following the annual meeting and end on the day of the annual meeting.

Section 2. Amendments. Bylaws may be amended by a two-thirds vote of those members present and comprising a quorum provided that notice of the proposed amendment shall have been presented at the last prior regular meeting.

Section 3. Procedures. All meetings of this Association shall be conducted in accordance with Roberts Rules of Order.

Section 4. Non-Profit Provision. The Association shall be operated on a non-for-profit basis with no interest, dividends, or compensation paid to any Director or member of the Association.

The Association may be dissolved at any time by recommendation of the Board of Directors approved in writing by two-thirds of the members in good standing. In the event of the dissolution of the Association, whether voluntary or involuntary or by operation of law, none of the assets of the Association shall be distributed to any member, but after payment of all lawful debts of the Association, its property and assets shall be given to another non-profit organization relating to agriculture as approved by the Board of Directors.

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