Sheep Producers Association, Inc.
Revised Bylaws-January 2002
Article 1 - Name
The name of the corporation shall be Empire Sheep Producers
Association, Inc. (also referred to as ESP).
Article 2 - Objectives
The objectives and purpose of the association are to promote and advocate
the general welfare of the New York State sheep industry and its members. Methods
used to accomplish this goal will include but not be limited to:
- Aid membership in purchase, production and
marketing of sheep and sheep products.
- Maintain a relationship with the national
- Cooperate with Cornell University, Cornell
Cooperative Extension, NYS Dept. of Ag and Markets and other
local, state and national agencies and organizations working
for the improvement of the sheep industry.
- Establish and encourage friendly exchange
of ideas among its members.
- Encourage youth participation in breeding,
showing, feeding and marketing of sheep and sheep products.
Article 3 - Principal Office
The Board of Directors shall establish the principle office
of the Association as the headquarters for the conduct of activities
and programs. The Board of Directors may change the principal office
when deemed necessary and desirable.
Article 4 - Memberships and Affiliate Organizations
The association shall have memberships and affiliate organizations.
Both shall become effective upon payment of applicable annual fees/dues and
acceptance of the application for the appropriate status. The designation
of such classes and the qualification rights of the members of such classes
shall be as follows:
Any person, firm, partnership, or corporation engaged in the breeding, feeding,
or marketing of sheep or sheep products or any person interested in these activities
may apply for Membership in ESP by paying the annual fees as specified in Article
5. Application for individual membership must be made in writing to the
Secretary of ESP. The Executive Committee shall have the power to accept
or reject any application for Membership. Such memberships will be for the
calendar year or as established by the Executive Committee.
Organization: Any association, cooperative or group primarily representing
or providing services to sheep producers may apply for affiliation to ESP by
paying the annual fees as specified in Article 5. Application for affiliation
must be made in writing to the secretary of the Association. The Executive
Committee shall have the power to accept or reject any application for Affiliation. Affiliations
shall be for the calendar year or as established by the Executive Committee.
Article 5 - Annual Dues/Fees
The annual dues for membership and affiliate organizations
shall be established by the Board of Directors prior to the annual
meeting. The dues schedule shall be in force for only one year
at a time and will be adjusted or retained each year by a vote
of the Board of Directors. It shall be the duty of the Treasurer
to notify each Member of the amount of the dues not later than
the first day of the ensuing calendar year.
Article 6 - Meetings of the Association
The annual meeting of ESP shall be held within 90 days after the fiscal
year end at such a time and place as designated by the Board of Directors for
the purpose of electing officers and transacting such other business as may
come before the meeting... Notice of the annual meeting shall be given by publication
at least 30 days prior to the date of the meeting. Business conducted at the
annual meeting shall include but not be limited to; the election of officers;
reports by officers and committee chairs on activities of ESP.
Special Meetings of the Association may be called
at any time by the President, a majority of the Executive Committee
or by written petition from at least 25 members of ESP. Such
petition shall also state the specific business to be considered.
Notice of the special meeting shall be given by publication at
least 30 days prior to the date of the meeting.
Members present at a duly convened meeting shall
constitute a quorum.
A majority of the votes represented at a duly
called meeting of ESP shall be necessary to pass any matter on
which a vote is taken. Members only shall have voting privileges
at the Annual or Special meetings.
The order of business for all meetings of ESP
shall be as follows:
- Call to order
- Readings of minutes of last meeting
- Reports of officers
- Reports of committees
- Unfinished business
- New business
The order of business of meetings of ESP may
be changed at any meeting for that meeting by a majority vote of
those Members present. In parliamentary matters, "Roberts
Rules of Order" shall govern in all cases to which they are applicable
subject to the certificate of incorporation and the by-laws of
Article 7 - Board of Directors
The affairs of the ESP shall be governed by its Board of Directors.
The Board of Directors shall be composed of
no less than five members, but no more than twenty members. Directors
shall be chosen as follows:
- Affiliate organizations shall appoint one
representative to serve as a director on this board. Such representatives
shall serve one year terms and must be a Member in good standing
- Directors will be elected from regions of
the state. The state shall be divided into six (6) regions
as outlined on a map incorporated in
this document. ESP members in each region will select a
representative to serve on the Board of Directors. These representatives
must also be Members in good standing of ESP and must reside
within the region they represent. Regional representatives
shall be elected to three year terms. Terms of the six representatives
shall be staggered so that only two will expire in any one year. Any
vacancy for regional representative which occurs mid term may
be filled by the Board of Directors, subject to recommendation
by the Nominating Committee, for the unfulfilled portion of the
- Officers of ESP shall be members of the Board
of Directors. Officers must be Members in good standing of ESP.
- Past Presidents of ESP and representatives
from the New York State Dept. of Ag and Markets and Cornell University
Animal Science Dept. shall serve as ex-officio, non-voting
members of the Board.
Directors shall hold office until their successors
shall have been elected and qualified. Any vacancy on the Board
of Directors which occurs other than through expiration of term
of office, may be filled by the Board of Directors, except in the
case of directors representing affiliate organizations, in which
case the affiliate organization will be requested to fill this
The Board of Directors shall meet at least twice
during the fiscal year. Meetings shall be held on the call
of the president or upon written request of a majority of the Board
of Directors. Such meetings may be held at any place designated
in the notice of meeting as required by the rules of the Board.
A majority of the Board of Directors currently
holding office shall constitute a quorum for the transaction of
business at any meeting of the Board.
No director, officer or member of ESP shall
receive directly or indirectly, any salary or compensation for
services rendered to ESP either as such director or officer or
in any other capacity unless authorized by the concurring vote
of two-thirds of all the directors. In this manner the Board of
Directors shall have the power to fix salaries and compensation
for services rendered, which shall also include reimbursement for
moneys actually spent while traveling as an employee or agent of
The Board of Directors may require the treasurer
and all other officers, agents, and employees charged by the association
with responsibility for the custody of any of its funds or property
to give bond with sufficient surety for the faithful performance
of their duties. Cost of such bond shall be paid by ESP.
Article 8 - Officers
Officers of ESP shall be: President, Vice President, Secretary
and Treasurer who are elected annually by majority vote of all Members present
at the regular annual meeting of ESP. Terms of these positions shall
be for one year, or until the next annual meeting. These officers shall perform
the duties prescribed by the parliamentary authority adopted by ESP and those
prescribed in the bylaws. At the option of the Board of Directors, the positions
of Secretary and Treasurer may be combined. Any Member in good standing
shall be eligible to serve as an officer.
The president shall be the chief executive
officer of ESP and shall have those powers, duties and responsibilities
prescribed from time to time by the Board of Directors. The president's
duties shall include but not be limited to the following:
- Serve as the official spokesperson for the
- Preside over all meetings of ESP and executive
- Call special meetings of ESP, board or executive
- Appoint the chairman of all standing and
- Serve as an ex officio, non-voting member
of all ESP committees,
- Such other duties as may be assigned by the
Board of Directors.
The vice president shall assist the president
in the performance of his/her duties, preside at all meetings in
the absence of the president and perform such other duties as may
be assigned by the Board of Directors. In the event of the
incapacity or unwillingness of the president to serve, the vice
president shall assume the powers and responsibilities of the presidency
for the term of the incapacity or until the next annual meeting,
whichever shall come first.
The treasurer duties shall include the
- Sign as treasurer all checks,
- Collect and receive all monies due ESP, place
such monies in appropriate accounts in the name of ESP and disburse
monies therefrom in the payment of the just debts and obligations
- Keep or cause to be kept adequate and correct
accounts of the assets, liabilities, receipts and disbursements
of ESP. Access to these records shall be made available to any
director or officer of ESP and they shall be delivered to the
successor in office when elected,
- Prepare for presentation to and approval
of the Board of Directors an annual budget,
- Make a full report of all matters and business
pertaining to this office to the members at the annual meeting
and to the directors whenever required, and make all reports
required by law,
- Give bond in the amount requested by the
Board of Directors for the faithful discharge of the duties of
- Perform such other duties as may be required
by the Board of Directors, these bylaws or the law.
The secretary's duties shall include
- Keep a complete record of all the meetings
of ESP and the Board of Directors,
- Serve all notices required by law and by
- Have the custody of the seal of ESP and shall
cause the same to be affixed to such instruments on behalf of
ESP as shall be directed by the board of directors,
- Keep a complete list of members and their
addresses showing the status of the Membership,
- Notify the officers and members of committees
of their appointment,
- Perform such other duties as may be required
by the Board of Directors, the bylaws or the law
Article 9 - Committees
ESP shall have standing or special committees as deemed
necessary or desirable by the president and the board of directors
including but not limited to an executive committee, nominating
committee, audit committee, and youth activities committee. Standing
committees shall serve for one year and other committees shall
serve for such period of time as the president desires and designates.
All members of the standing committees or special
committees must be current active members of the association.
The executive committee shall consist
of five voting members; the president, vice president, secretary,
treasurer and one member at large elected from the Board of Directors.
The immediate past president of ESP and a representative of NY
State/Cornell University shall serve as ex-officio, non voting
members of the committee. If the office of secretary and treasurer
are combined, a second member at large shall also be elected from
the board of directors.
The executive committee shall manage and oversee
the operations of ESP. The committee shall control the business
and affairs of ESP and make the necessary rules and regulations
consistent with the law and these bylaws and direction from the
Board of Directors for the management of the business and the guidance
of the officers, employees and agents of ESP.
A quorum for a properly called executive committee
meeting shall consist of a majority of the committee membership.
Meetings of the committee shall be called by
the president not less than twice annually or more frequently if
in his or her judgment the business of the association requires
it. Upon request of at least two members of the committee,
a meeting may be called at any time, providing those requesting
the meeting serve notice to the entire membership of the committee
together with a detailed list of the objects to be considered or
discussed. Notice of all committee meetings shall be made
to members no later than two weeks prior to the meeting date.
The nominations committee shall consist
of three members appointed by the Board of Directors at least one
of whom should be a Director. All members of this committee must
be Members in good standing of ESP. The duties of the committee
are to recommend a slate of officers. The slate of officers will
be presented to the membership for election at ESP annual meeting.
In addition, the nominations committee will receive requests from
Association Members for representation on the Board of Directors
for designated regions of the state. The nominations committee
will approve candidate(s) for these positions and will supervise
a mail ballot among ESP Members residing in each region. This
mail ballot should be forwarded to Members at least 30 days prior
to the Annual Meeting and allow for votes to be counted at that
The audit committee members shall be
chosen by the Board of Directors and shall not include the ESP
treasurer. At least one member of this committee should be
a Director and all members must be Members in good standing of
ESP. The committee shall be responsible to review the books and
records of ESP including all transactions for the year at least
annually. The committee shall report its findings to the Board
of Directors annually.
Article 10 - Administrative and Financial
- Fiscal Year - ESP's fiscal year shall
run from January 1 to December 31 unless otherwise determined
by the Board of Directors.
- Financial Statements - A cumulative
statement showing receipts and expenditures by budget category,
and as a comparison with budget, together with a statement of
assets and liabilities shall be provided in writing to the Board
of Directors annually.
- Conflicts of Interest - Directors,
elected officers and other officials of ESP shall make every
endeavor to be totally circumspect regarding possible conflicts
of interest and should, moreover, make every effort to avoid
even the appearance of conflict of interest. Verified instances
of blatant conflict of interest on the part of Directors, elected
officials or other officers of ESP shall be cause for dismissal
- Liability of Members - The amount
of corporate indebtedness for which the individual members or
directors of the corporation shall personally be liable shall
not exceed $1.00, all as provided by Section 47 of the Cooperative
Corporations Law and the Certificate of Incorporation of this
association. Any and all creditors shall look only to the
Association's assets for payment.
- Indemnification - The Association
shall indemnify each director, officer or employee, their heirs,
executors and administrators against any and all liability and
reasonable expenses that may be incurred in connection with any
action, suit or proceedings to which they may be made a party
by reason of their being, or having been a director, officer
or employee of the corporation.
- Property Interest Upon Termination of
Membership - If any member shall cease to be a member,
any interest it shall have in and to the property, assets and
privileges of ESP shall cease and revert to the ESP and such
cessation of membership shall operate as a release and assignment
to ESP of all the right, title and interest of such member
in and to the property, assets and privileges of ESP; provided,
however, that any cessation of membership shall not affect
any indebtedness of the ESP to such members
Article 11 - Duties and Rights of Members
Members have several rights as well as duties
which include but are not limited to:
- Any Member may withdraw or ESP may drop any
Member by giving to the other written notice at least thirty
days prior to the first day such notice will be effective. Such
withdrawal shall not affect any right or lien which the association
has against the retiring Member of their property until the indebtedness
to ESP is fully paid.
- The property rights and interests of each
Member in and to the property of ESP shall be determined on the
basis of and in proportion to the products sold for the Members
by ESP. Such property rights and interest shall be ascertained
by the Board of Directors at the close of each fiscal year. Within
one month thereafter, ESP shall issue to each Member a certificate
of interest setting forth the amount of the value of their property
rights and interest, as so ascertained, and as of the close of
the fiscal year.
Article 12 - Seal
The seal of the Association shall be in the form of a circle
and shall bear the name of the association and the year of its
Article 13 - Amendments to the By-laws
New by-laws may be adopted, amended, or repealed, or these by-laws
may be amended or repealed upon recommendation by the Board of Directors at
any duly called meeting of the association by a two-thirds vote of the Members
regions of New York to be represented on the Board of Directors.