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Georgia Sheep and Wool Grower's Association

By-Laws

Constitution | By-laws | Amendments

CONSTITUTION AND BY-LAWS

GEORGIA SHEEP AND WOOL GROWERS ASSOCIATION

Incorporated 1952

CONSTITUTION

ARTICLE 1.

The name of this Association shall be Georgia Sheep and Wool Growers Association.

ARTICLE 2.

This association shall be a voluntary, non-political, non-sectarian, statewide corporation. It’s purpose shall be to promote, develop and encourage the production of sheep and wool in Georgia and to advance the interests and welfare of Georgia and of Georgia sheep men in the growing, grazing, feeding and marketing of sheep, lambs and wool without pecuniary profit to the individual or to the Association.

ARTICLE 3. 

Any person, firm, corporation or association engaged in any activity or pursuit related to the sheep industry in Georgia and who will support the objectives of this Association shall be eligible for membership under such classification and with rights and privileges as the By-Laws of this Association shall prescribe.

ARTICLE 4.

The existence of the Georgia Sheep and Wool Growers Association shall be continuous unless and until the Association shall have been dissolved in accordance with the By-Laws of the Association and no member shall be personally liable for any debts or any obligations of the Association beyond the amount of $35.00 (annual dues).

ARTICLE 5.

Government of the affairs and activities of the Georgia Sheep and Wool Growers Association shall be and is vested in a board of directors and such other officers as may be provided for under the By-Laws of the Association which shall also prescribe the number, powers, duties, meetings, election or appointment thereof.

ARTICLE 6. 

One general meeting of the membership of the Association shall be held annually in accordance with the By-Laws, which shall provide for the calling of special membership meetings and of meetings of the officers or Directors thereof.

ARTICLE 7.

The membership of the Association may be obtained by application to the Secretary of the Association.


BY-LAWS

 ARTICLE 1. 

Section 1. Title and ownership of all equipment, furniture, supplies, or other property that may be acquired or owned by the GSWGA shall be held in the name of the Association as designated in ARTICLE 2of the Constitution.

Section 2. The seal of the GSWGA shall be prescribed by the Board of Directors.

Section 3. The word Association as used herein refers to the GSWGA.

ARTICLE 2.

Section 1. The purpose and activities of the GSWGA shall be in conformity with ARTICLE 2 of the Constitution and shall be defined under a declaration of policy consisting of resolutions which shall be adopted at each annual meeting by a majority vote of the active individual members present and voting at such meeting.

Section 2. In the event an important issue arises during the interim between annual meetings, the Board of Directors may at any regular or called meeting of the Board, amend the declaration of policy by adding thereto a resolution of such issue, provided that at least two-thirds of the entire membership of the Board shall vote in favor of such resolution.

Section 3. Any member or group of members who disagree with or favor amendment of any part of the declaration of policy as proposed or adopted at any annual meeting, may submit a minority report in the form of a proposed resolution which shall be referred to the Resolutions Committee, and if the Committee shall fail to report such minority report either favorable or unfavorable, it may be recalled for consideration from the floor of the meeting by a majority vote of the active individual members present and voting; or during the interim between annual meetings, such minority report in the form of a proposed resolution may be addressed to the President who shall be present and submit the report for consideration at the next subsequent, regular or called meeting of the Board of Directors at which at least two-thirds of the membership of the Board is present and The Board shall at such meeting adopt or reject such minority report in accordance with the provisions of Section 2 of this ARTICLE.

ARTICLE 3. 

Section 1. Application for membership in the Georgia Sheep and Wool Growers Association shall state the name and address of the applicant, the type of business or activity in which the applicant is engaged or employed and such other pertinent information as the Board of Directors may require and shall be approved or disapproved in accordance with such procedure as the Board may prescribe.

Section 2. membership of the Association shall be divided into four classifications to which the terms and conditions hereunder shall apply respectively as follows:

        Active individual membership may be held only by a person, firm or corporation, who is engaged in the growing, grazing or feeding of sheep. Associate membership may be held in the Association by any firm or corporation, whose business or activities are directly or indirectly related to the livestock industry of Georgia.

        Honorary membership may be held by any person but shall be conferred only upon majority vote of the Board of Directors for outstanding service or contributions to the welfare of Georgia sheepmen or the livestock industry in general. Firms, or corporations shall not be eligible for Honorary Memberships.

        Junior – up to 18 yrs – all privileges except holding office.

ARTICLE 4. 

Section 1. Annual dues for active individual members or associate members shall be $15.00 per year, payable direct to the treasurer of the association. Junior membership $5.00 /yr

Section 2. Honorary Membership shall be subject to payment of annual dues and such members shall be exempt from any dues and assessments so long as they remain classified.

Section 3. No special assessment shall be levied against the membership of this Association except by two-thirds favorable vote for the entire Board of Directors and the proceeds of any such assessment shall be used only for such purposes as the Board of Directors shall designate, but this shall not prevent the Board from accepting any such contributions from any member beyond payment of annual dues or special assessments for any purpose designed to advance the interests and welfare of Georgia sheepmen or of the livestock industry in general.

Section 4. Any member who shall become delinquent in payment of annual dues or the payment of any special assessment for a period of more than six months shall be considered as having withdrawn membership from the Association.

ARTICLE 5.

Section 1. At any regular or special called meeting of the membership of the Georgia Sheep and Wool Growers Association, each active individual, member, present who is current with annual dues shall be entitled to one vote on all matters that shall come before such meeting.

Section 2. Associate or Honorary members, exclusive of honorary members holding active individual memberships, shall not be eligible to vote but shall be accorded all other privileges or benefits of the association, including right to serve by appointment on any committee other than the executive committee or to serve in any other capacity except that of an elective officer.

Section 3. No member shall be deprived of any privileges rights or benefits of membership in the Georgia Sheep and Wool Growers Association except after full hearing before the Board of Directors and then only if found by the Board to be guilty of violation of the Constitution or By-Laws of the Association, or of action detrimental to the objects or purposes of the Association, or of conduct unbecoming a member of the Association and upon such findings the Board may at its discretion expel or temporarily suspend such member.

ARTICLE 6. 

Section 1. The Board of Directors of the GSWGA shall consist of officers of the association, excepting the Secretary unless he or she is an active individual member in good standing, together with the immediate past president and seven directors from the State at large.

        The directors at large shall be elected as follows: two for one year, two for two years, and two for three years, but upon the expiration of those terms they shall be elected for three year terms thereafter.

Section 2. Each member of the Board of Directors shall be entitled to one vote on all matters that may come before the Board.

ARTICLE 7. 

Section 1. The elective officers of the GSWGA shall be President, Vice President, and seven directors, all of whom shall be active individual members elected from the State at large at each annual meeting and all of whom serve for a term of one year in the capacity to which elected, except directors elected under ARTICLE 6, Section 1, provided, however, that no elective officer excepting directors at large may serve more than two consecutive terms in the same capacity.

Section 2. Appointive officers of the GSWGA shall be the Secretary/Treasurer and such other officers as the Board of Directors may deem essential in carrying out the work and activities of the Association. All appointive officers shall be appointed by and subject to the jurisdiction of the Board of Directors, and such officers may or may not be active members.

Section 3. The Board of Directors may at its own discretion elect for the current year form its own members excepting the Vice President, an Executive Committee of not less than five nor more than seven members, two members of which shall be President and the Treasurer.

Section 4. Any vacancies occurring among members of the Executive Committee or among the officers of the Association may be filled for the unexpired term by succession of the Vice President, after which the Board may fill any remaining vacancies.

Section 5. No director or executive officer shall be paid directly or indirectly any compensation for services rendered the Association but this shall not prohibit the reimbursement by the Association of any director or elective officer for expenses incurred in connection with any assignment authorized by the Board of Directors.

ARTICLE 8. 

Section 1. It shall be the duty of the Board of Directors to effectuate insofar as possible the policies of the GSWGA as defined by the Declaration of Policy as adopted by the Association and to otherwise generally manage and direct the affairs and activities of the Association.

Section 2. In carrying out its duties the Board of Directors shall exercise such powers and authorities as are now or may hereafter be vested in the Board of Directors under the Constitutions of the Association in employing personnel and in acquiring equipment, furniture, supplies, and other property essential to the work and activities of the Association except real estate, the acquisition or disposition of which may only be consummated by the Board of Directors after two-thirds favorable vote at a regular annual meeting of the membership of the Association or a special meeting of the membership of the Association called for that purpose.

Section 3. The Board of Directors may delegate to the Executive Committee or to the respective officers of the Association either elective or appointive such of its duties, powers and authorities as it may deem essential to the efficiency and effectiveness in carrying out the work and activities of the Association but all such powers, and authorities shall be exercised subject to the jurisdiction and approval of the Board.

Section 4. The President shall act as presiding officer at all meetings of the membership, the Board of Directors and Executive Committee of the Georgia Sheep and Wool Growers Association; shall serve as ex officio member of all standing and special committee; and shall be charged with such other duties and responsibilities as are customarily associated with the office of President, including the exercise of such duties, powers and authorities as may be delegated to that office by the Board of Directors under Section 3 of this ARTICLE.

Section 5. In the absence of the President, the Vice President shall act for the President.

Section 6. The treasurer shall have charge of all funds belonging to the Association, shall keep such funds in a depository approved by the Board of Directors; shall at the discretion of the Board of Directors furnish bond satisfactory to the Board, shall disperse such funds as ordered or approved by the board of Directors; shall annually and at such other times as the Board of Directors may require, furnish a report of all receipts and disbursements; and shall be charged with such other duties and responsibilities as are customarily associated with the office of Treasurer, including the exercise of such duties, powers and authorities as may be delegated to that office by the Board of Directors in Section 3 of this ARTICLE.

Section 7. The Secretary shall serve as ex officio member of the Board of Directors and all committees without power to vote except under provisions of ARTICLE 7, Section 1, of these By-Laws; shall keep the minutes of all meetings of the membership, the Board of Directors and the Executive Committee and of all meetings of standing or special committees; shall have charge of and keep all books and records of the Association; and shall be charged with such other duties and responsibilities as are customarily associated with the office of the Secretary, including such duties, powers, and authorities as may be delegated to that office by the Board of Directors under Section 2 of this ARTICLE.

ARTICLE 9. 

Section 1. The fiscal  period of the Association shall be the calendar year.

Section 2. The Board of Directors may provide for the auditing of the books and records of the Association at any time they deem necessary or proper.

Section 3. The GSWGA may be dissolved only upon recommendation of the Board 0f Directors and by two-thirds majority vote of the active individual members present and voting at any regular annual meeting of the membership provided that notice of such recommendation shall be mailed to the last known address of all active individual members as least thirty days prior to such regular annual meeting.

Section 4. In the event of the dissolution of the Association, all assets of the Association shall be liquidated to a cash basis within six months subsequent to the annual meeting at which dissolution shall have been authorized and all proceeds thereof after all outstanding debts of the Association are paid, be divided among active individual members and associate members pro rata on the basis of dues and assessments, if any, paid into the Association during the preceding and current fiscal period.

ARTICLE 10. 

Section 1. The regular annual meeting of the membership of the Association shall be held each year at a time and place to be designated by the Board of Directors at least thirty days in advance of such meeting.

Section 2. Special meetings of the membership of the Association may at the discretion of the Board of Directors be called upon its own motion or upon petition of fifteen active individual members at least thirty days in advance of such meeting.

Section 3. The number of active members present shall constitute a quorum for any regular or special called meeting of the membership except as otherwise provided under  these By-Laws.

Section 4. The Board of Directors of the GSWGA shall meet in regular session semi-annually at such time and place as it may designate upon 10 days notice to all members of the Board.

Section 5. Special meetings of the Board of Directors may, at his or her discretion, be called by the President upon a motion or on petition of three or more directors and upon receipt of such petition it shall be mandatory upon the President to call a special meeting of the Board and notice of time, place and purpose of such meeting shall be given all members of the board at least 10 days in advance.

Section 6. The Executive Committee of the Association shall meet a the call of the President.

Section 7. At any regular meeting of the Board of Directors or of the Executive Committee those present shall constitute a quorum except as otherwise provided under these By-Laws.

Section 8. At no time nor under any circumstances shall any votes be cast by proxy at any meeting of the membership, the Board of Directors or the Executive Committee of the Association.

ARTICLE 11. 

Section 1. All standing and special committees shall be appointed by the President  subject to approval of the Board of Directors.

Section 2. On all questions of Parliamentary procedure, Roberts Rules of Order, as revised shall govern.

Section 3. These By-Laws may be amended by a majority vote of the Board of Directors at any regular or special meeting of the Board provided that notice of the proposed amendment is mailed to the last known address of each member of the Board at least ten days in advance of such meeting and provided at least two-thirds of the members of the Board are present at any such meeting.


Amendment of Constitution and By-Laws of the GSWGA

ARTICLE 9. Section 4 of the By-Laws of the GSWGA stated as follows:

        In the event of the dissolution of the Association, all assets of the Association shall be liquidated to a cash basis within six months subsequent to the annual meeting at which dissolution shall have been authorized and all proceeds thereof after all outstanding debts of the Association are paid, be divided among active individual members and associate members pro rata on the basis of dues and assessments, if any, paid into the Association during the preceding fiscal period.

        Has been amended August 9, 1985 by the Board of Directors to read as follows:

        Upon dissolution or winding up of the Association in any manner, the residual assets will be distributed to all patrons, members and membership alike, regardless of the chronology of their patronage, or the basis of their respective patronage contributions as shown on the books and records of the Association during the Association’s entire existence.

                                                                Joe Barefoot
                                                                 President

                                                                Tom Huber
                                                               Secretary/Treasurer

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