Finnsheep Breeders' Association Constitution
Article I. NAME. The name of this Association shall be: Finnsheep Breeders' Association, Inc.
Article II. CHARACTER AND EXISTENCE. This Association shall be a non-profit livestock breeders corporation and shall have perpetual existence unless dissolved by due process of
law.
Article II. GENERAL PURPOSE AND OBJECTIVES: The purpose of this Association shall be to engage in any lawful activities for which a non-profit corporation my be formed
pursuant to the Minnesota Non-Profit Corporation Act specifically including but not limited to: a) registration and maintaining pedigree identification of Finnish Landrace,
hereinafter called Finnsheep, ewes and rams. b) registration and maintaining pedigree indentification of first cross and back-cross progeny having one purebred (Class 1)
Finnsheep parent. c) record lambing performance of registered ewes and encourage use of performance records for further improvement of Finnsheep d) encourage and
support breeding research to discover how Finnsheep can be used most effectively in cross-breeding to improve efficiency of commercial lamb production. e) continuously
improve and promote Finnsheep in the interests of more profitable sheep enterprises.
Article IV. MEMBERSHIP: Section 1. There shall be two catagories of membership. Catagory 1. Voting membership. Owners of registered flocks of Finnsheep or the duly
authorized agents or representatives of such owners, shall be entitled to membership. Such membership shall be entitled to vote in relation to the number of animals register-
ed annually from said flock. The number of votes entitled to said flocks shall be as follows: 0-50 registered = 1 vote; 51-100 registered= 2 votes; 101-500 registered = 3 votes;
501-1000 registered = 4 votes; 1001+ = 5 votes. The annual number of sheep registered shall be designated as the number of Finnsheep registered by the flock owner for
the preceeding calendar year prior to the year the vote is cast. For purposes of establishing the number of registrations, the secretary shall publish as of January 1 of each
year, the total number of registrations made by each flock owner for the preceeding year. In 2002, the Board voted that the annual activity fee does not need to be paid by
breeders registering 50 or mor animals in that year. Category II. Persons may become associate (non-voting) members on application and payment of the associate member-
ship fee. Acceptance of membership in this association shall bind the member to abide by this constitution. Section 2. Revocation of Membership. Any member of this assoc.
who is charged by another member with vioilating the articles of this constitution, by-laws or rules and regulations adopted by the association shall be liable to revocation of
his membership and expulsion from the Association. In the event a member is so charges, he shall receive a written notice of the violation so charges, signed by the President
or Secreatry of the Association and he shall be given an opportunity to be heard by the board of directors on the said charge. If after such hearing a majority of the board of
directors shall decide that said charge is valid, the results of such hearing shall be presented to the membership at the next regular or any special meeting to decide whether
such membership should be revoked. A 2/3 majority vote of Category 1 membership present and voting shall be required to revoke such membership in the Association. The
board of directors is authorized and may decide by a 2/3 majority vote of the directors to suspend any registration or transfer of registration by such member until such charges
are brought before the membership for a vote. The privileges of registration and transfers of registration by nonmembers shall be subject to the ruling of the Board od Directors
in matters relating to such charges. A person whose membership has been revoked may be reinstated by the 2/3 recommendation of the Board of Directors and subsequent
approval by a 2/3 majority vote of the Category 1 membership present in person or by proxy at the next annual meeting. Section 3. Proxy Voting. Any member who wishes to
vote at any regular or special meeting on any issue or for any individual for an elective ofice may do so by expressing his wishes in writing, properly witnessed and signed.
A member may also designae his proxy vote in the same way to be exercised by the Board of Direcors at their discretion. Section 4. Membership Fees and Annual Dues. The
Board of Directors shall be authorized to set membership fees. Section 5. Personal Liability of Members. The members of the corporation shall not be subject to any personal
liability for corporate obligations.
Article V. OFFICERS AND BOARD OF DIRECTORS. Section 1. The business of the Corporation shall be managed by a Board of Directors elected by the membership. The Board shall
consist of six (6) directors, each elected for a three(3) year term of office except that during the first two (2) years of its existence the terms of directors shall be limited to the
extent necessary so that in subsequent years two (2) directors shall be elected each year. A director may not serve more than two (2) consecutive three (3) year terms. A
director must be a lifetime member of the association whose election to the Board of Directors shall be by a majority of votes coast by the membership. A director must be a
member of the association and keep current with the annual activity fee. Section 2. The officers of the association shall be a President and Vice-President. They shall be elected
for a one-year term of office by and from the Board of Directors. The duties of the President shall be to preside over all meetings of the members and directors and other duties
usually performed for such associations. The Vice President shall perform the duties of the President if the President is unable to act. Section 3. The Board of Directors shall
appoint a Secretary/Treasurer whose duties shall be to manage the affairs of the association as determined by the Board of Directors. The Secretary/Treasurer may or may not
be a member of the association. The Board of Directors shall be authorized to determine the appropriate remuneration for the Secretary/Treasurer and any other employees of the
association. The Secretary shall record the minutes of regular and special meetings of the Association. Section 4. The Board of Directors is established to conduct the business
of the Association. They shall be authorized to implement procedures for registration, recording of pedigrees, issuing certificates of registration and transfer of registrations within
the framework of this constitution. They shall be authorized to determine and set fees not specifically designated by these articles. The Board of Directors shall prepare or have
prepared at their direction a report each year summarizing the activities of the Association. This report shall include a summary of activities related to achievement of the objectives
as outlined in Article III. The Board of Directors shall prepare or have prepared at the direction an annual financial report of the Association. Section 5. Meetings of the Board of
Directors. A meeting of the Board of Directors shall be called at the discretion of the President or any three (3) members of the Board. Notice of said meeting shall be given in writing
by the Secretary or Treasurer to each Board member at least fourteen (14) days in advance of the meeting together with an agenda of said meeting. The written notice and agenda
provision of this section may be dispensed with by unanimous agreement of the Board of Directors. Detailed minutes of the proceedings of meeting of the Board shall be kept and
made available to the members of the association upon request. A majority of three (3) members of the Board of Directors, including proxy vote, shall constitute a quorum for purposes
of conducting a meeting. Section 6. Resignation of President and Vice President. The Board of Directors shall be authorized to elect a President and Vice President if either or both of
these officers resign. The Board of Directors shall be authorized to appoint a member to the Board of Directors to fill a vacancy created by resignation of another member. The term
of the appointees shall be until the next regular or special meeting of the Association. Section 7. Compensation of Board of Directors. The Board of Directors may receive expenses,
but not perdiem, while on official business of the Association to attend meetings or other official activities.
Article VI. HEADQUARTERS AND PRINCIPLE PLACE OF BUSINESS. The location of the corporation's registered office is in Pipestone MN. The Board of Directors shall be authorized to change
the principal office and place of business for maintaining the records of the corporation, conducting the affairs of the corporation and for other activities directly related to the
objectives of the corporation by resolution duly adopted.
Article VII. INCOME AND PROPERTY. Income and property of this association shall be used solely for furtherance of the objectives of the Association as stated in this constitution.
Article VIII. ANNUAL AND SPECIAL MEETINGS. Section 1. Regular Meetings. An annual meeting of the members of the Association shall be helf for the election of directors and the
transaction of any other business which may come before the Association. The secretary shall notify the members 30 days in advance of the annual meeting of the date and location.
An agenda of business to be transacted shall be sent to each member at the time notice of the annual meeting is given. Section 2. Special Meetings. By a majority vote of the Board
of Directors, a special meeting of the membership may be called to transact the business of the Association. An agenda specifying the date, location and business to be considered
must accompany the notice of the meeting. A notice of the special meeting must be given 14 days in advance. Section 3. Quorum. The members present at any regular meeting shall
constitute a quorum.
Article IX. REGISTRATION AND PEDIGREE RECORDS. Section 1. There shall be two classes of Finnsheep registration: a) Class 1 - This class of registry shall include purebred Finnsheep
imported directly from Finland or indirectly through breeding stock propagated in the Irish Republic, the United Kingdom, Canada or any other country which may be designated by the
Association. The certificate of registry issued for this class shall show the date of birth, identity of sire and dam, litter size wi chich the individual was born, age of dam and parity at
time of birth and the litter size in which the sire and dam were born. An extended pedigree will be available for an additional fee. The registration of an animal in this class shall count
as one registration for the purposes of determining voting rights. b) Class 2. This class of registry shall be for recording single cross and back-cross progeny where one parent is a
Class 1 Finnsheep. No certificate of registry shall be issued. The recorded information shall show the date of birth, identity of sire(s) and dam, litter size in which the individual was
born, including age of dam and parity at the time of birth and the litter size in which the sire(s) and dam were born. Multiple sire matings are premitted, except to qualify progeny for
Class 1 registration. The recording of an animal in this class shall count as one half of one Class 1 registration for the pupose of determining voting rights. Section 2. No restrictions
on the use of srtificial insemination or ova transplantation shall be imposed on sheep offered for registration, provided the pedigree identity supplied is in accordance with that required
for sheep produced by natural matings. Sheep produced by either both of these methods shall be appropriately identified in the records of the Association. Any Certificates of
Registration issued or Transfer of Ownership shall be appropriately identified. Section 3. In 2009, the Association voted to allow transfers of registration from Canadian or other foreign
registrations to our Association for the same fee as regular transfers within the USA.
Article X. AMENDMENTS. This constitution may be amended at any regular annual meeting of the Association by the affirmative vote of 2/3 of the membership present or represented by
proxy at the meeting. Notice of a proposed amendment shall be given to the Secretary/Treasurer forty-five (45) days prior to the meeting and such proposed amendment shall be included
in the general meeting notice.
Article XI. CAPITAL STOCK. The Corporation shall have no Capital Stock. Article XII. Incorporators. This Corporation incorporated by: Dwight Holaway, RR#2, Pipestone, MN; W.J. Boylan,
Univ. of MN, Animal Science Dept., St. Paul, MN; John F. Redding, Box 1029, Asheboro, NC. This constitution was approved at the organizational meeting of Finnsheep breeders at
Hasting, NB, on 6/29/1971 and duly amended 10/6/1976 and 8/23/2009.
