The American Cotswold Record Association, Inc. Bylaws

Article 1 Authority
Article 2 Membership
Article 3 Member meetings
Article 4 The Board
Article 5 Financial Controls
Article 6 Complaints
Article 7 The Cotswold Sheep
Article 8 The Cotswold Sheep Registry
Registry Appendix I: Black Cotswold Registry
Article 9 Dissolution

Article 1 Authority

1.1 Name and Status

This 501c3 nonprofit corporation (application for 501c3 submitted in June 2023) shall be known as the American Cotswold Record Association, Inc (ACRA) and shall at all times be operated and conducted as a non-profit association under the laws of the Commonwealth of Virginia.

1.2 Purpose and Powers

The mission and purpose of ACRA is to contribute to the conservation, development, and promotion of the Cotswold breed for all members, breeders, and Cotswold enthusiasts.

The American Cotswold Record Association (ACRA) became America's official registry and certifier of the Cotswold breed of sheep in 1878 (see Article 7), then formed their sister registry called the Black Cotswold Society in 1990 which was changed to the Black Cotswold Registry (BCR) in 2023 (see Appendix I). This mission includes but is not limited to:

1. Guarding the purity of the ACRA Cotswold breed.
2. Registering and retaining pedigree records of all animals that qualify for either ACRA or BCR standards.
3. Providing educational support and opportunity for collaboration for breeders to preserve the Cotswold breed and attract new breeders.
4. Exhibiting livestock and educating the public in order to promote interest for ACRA sheep.

ACRA shall have the power to do all things necessary and appropriate to advance those purposes which are permitted by the Articles of Incorporation of ACRA and applicable law.

1.3 Place of Business

The principal place of business of ACRA shall be in the Commonwealth of Virginia at the address on file with the office of the secretary of state.

Article 2 Membership

2.1 Process

Membership in the association shall be granted to those individuals, both minor and adult, families, and legal entities who support the mission and purpose of ACRA, meet eligibility criteria, pay the annual dues/fees/assessments as set by the board and agree in writing to abide by the bylaws, code of ethics, and rules of ACRA.

2.2 Membership Period

Annual membership will begin on the date the application is received and end on the last day of the application month in the following year. A grace period of one month will be allowed for renewal. The provisions for renewal, suspension and termination of membership shall be as set forth in either the bylaws or rules of ACRA. Membership is also terminated upon the death of a member or the written resignation of the member.

2.3 Types of Membership

The ACRA Board has the authority to establish and define classes and eligibility of voting and non-voting membership, and these classes may be changed from time to time. The types of membership shall be:

1. Breeder/owner Member:

   Each breeder/owner member who wishes to be involved with ACRA must meet the following eligibility requirements, pay the annual dues of membership and sign the ACRA code of ethics. This member will be considered a member in “good standing” enjoying all benefits of membership. A breeder/owner member is allowed 1 vote and is eligible to hold office in ACRA.

   Eligibility requirements for voting:

   Any individual who is 18 years of age or older, family household or corporation located in North America who owns and breeds ACRA or BCR sheep is eligible to become a voting member. Members who no longer actively own or breed ACRA or BCR Sheep , may continue to be voting members. Members who do not personally own ACRA or BCR sheep, yet make all management decisions regarding an ACRA flock as a whole as well as the individual sheep are eligible to be a voting member.

2. Associate Member (non-voting):

   Associate members who wish to be involved with ACRA and meet the following eligibility requirements, pay the annual dues of membership and sign the ACRA code of ethics will be considered a member in “good standing” who enjoys the benefits of membership. Associate members are welcome to attend ACRA meetings, be members of committees but will have no voting rights unless serving on the board or a committee. There are two types of non-voting members.

   1. Friend of ACRA: Any individual, family household or corporation over the age of 18 who has made a contribution for membership to ACRA. Friends of ACRA do not own or breed ACRA or BCR sheep. Each friend member who wishes to be involved with ACRA, meets the eligibility requirements, and pays the annual dues of membership will be considered a member in “good standing” who enjoys all benefits of membership. A Friend of ACRA may vote while serving on the board or a committee but their vote cannot be a deciding vote.
   2. Junior Member: Any individual under the age of 18 years old and located in North America who owns and breeds ACRA or BCR sheep is eligible to become a junior member. Junior members in good standing may register ACRA or BCR sheep with ACRA. Junior members will have free membership for ACRA but must pay to register their ACRA or BCR sheep. Junior members must have their own flock prefix if they are a member of an existing active member family. Junior members must enforce all registry and flock management practices on their sheep as a separate and distinct flock from the active member family’s flock. Any document filed in the name of a minor shall require the approval and signature of a parent or legal guardian.

      Each junior member who wishes to be involved with ACRA and meets the eligibility requirements will be considered a member in “good standing” who enjoys all benefits of membership. Junior members are eligible to serve on the board as either regional or member at large directors. Junior members may vote while serving on the board or a committee but their vote cannot be a deciding vote.

2.4 Annual Dues/Fees/Assessments

The ACRA Board will determine the annual dues and all other fees and/or assessments owed by members, and these dues/fees/assessments may be changed from time to time. The board will publish the costs of the dues/fees/assessments on an annual basis to all members and prospective members. “Good standing” and continued voting membership is contingent upon being current on payment of dues/fees/assessments.

2.5 American Cotswold Record Association Code of Ethics for Members

Members in “good standing” will pledge to uphold the ACRA code of ethics developed by ACRA as part of their membership. Members will sign the code of ethics at the time of Membership/Renewal and a record will be kept by the ACRA. Members found to be in violation of the ACRA code of ethics may be subject to sanctions, expulsion, etc. as provided herein.

2.6 Rights of Voting Members.

Each voting member in “good standing” will be eligible to cast 1 vote in the annual meeting of the voting membership as well as 1 vote in any periodic vote involving the voting membership. Voting by proxy is NOT permitted.

The following decisions, in all cases, require approval of the voting membership by a majority vote once a quorum has been
met:

1. Election of ACRA’s board.
2. Ratification/rejection of amendments to the articles of incorporation and bylaws.
3. Major policy changes for items determined by the board which would benefit from a member vote.

With all other decisions, there shall be no prior limitation on matters presented for discussion or vote at membership meetings except as otherwise specifically required by these bylaws, the result of any vote on any matters presented for vote at regular and special meetings of the membership shall be advisory to the board only. All matters requiring or presented for vote shall be determined by majority vote unless otherwise specifically provided for in these bylaws. All board approved voting will occur by either vote by mail or electronic voting or a combination of both in order to ensure all members have the ability to vote on all matters presented.

2.7 Additional Powers of Membership

1. Nominating oneself or another member as a candidate for election to the board.
2. Commencing removal proceedings against a member of the board.
3. Presenting motions to the board for consideration.
4. Presenting petitions to compel or change action by the board.
5. Ability to register sheep in the official ACRA and BCR registries. All persons registering or transferring sheep must be members of the association.
6. Listing on the member directory of the ACRA Website.
7. Membership-only announcements and newsletters.
8. Participation in board determined activities and committees.
9. No financial obligation. No member will be responsible for any financial obligation of the ACRA.
10. Membership duration. Once registered and pays yearly dues as an ACRA member, membership will continue (so long as he/she is in “good standing”) for one year of annual membership.
11. Non-transferrable. Membership in ACRA will not be assigned nor transferred in any manner.

2.8 Member/Breeder Agreement/Responsibilities

All members of ACRA will ensure they ethically and respectfully represent the breed and association. Members should ensure their Cotswold sheep's welfare, registrations, promotions, and transition plans follow best practices. ACRA’s registrar should be made aware of all transition plans for flock disbursements due to the critical levels of Cotswold sheep in the United States.

2.9 Termination

1. All member rights, privileges, and benefits will cease in the event of:
   1. Voluntary resignation by the member with notice to ACRA; or,
   2. Death of the member; or,
   3. Expiration of the membership duration; or,
   4. Failure to pay dues/fees/assessments in a timely manner unless special arrangements are made.
   5. Expulsion or suspension of the member.
2. Expulsion or suspension may be imposed for “good cause” by:
   1. Initiated and then voted on by majority vote of the board
   2. Written notice by a voting member of the association sent to the board for vote.
3. “Good cause” may include acts detrimental to ACRA and its mission-related work. This could include violation of ACRA’s Articles, Bylaws, Code of Conduct, Code of Ethics, Policies & Procedures, other rules, state/federal laws, misappropriation of ACRA assets, or actions/omissions in contravention to the mission and values of ACRA.
4. Any member being expelled or suspended will be given reasonable advance notice and the opportunity to be heard either orally or in writing at least five days before the termination, if the opportunity is requested by the member in writing.
5. The expulsion, suspension, or termination of a member does not relieve the member from obligations the member may have to ACRA for dues/fees/assessments, or for charges for goods or services.
6. Reinstatement of Membership. Former members of ACRA whose termination occurred, and who, during such absence, have maintained positive and active support of ACRA’s purposes, will be permitted to seek reinstated membership. The terminated member who was expulsed or suspended may reapply but first must submit an application to the board. ACRA may reinstate the terminated membership by approval of a majority of the board.

Article 3.0 Member Meetings

3.1 Record Date and Membership Roster

All members in good standing will be entitled to notice of the meeting and entitled to vote at the meeting. The board will maintain an alphabetical list of member names with addresses who are entitled to receive a notice and vote. This list will be approved and adopted by the board as the official membership roster for providing notices for that particular meeting. The same list will be available at the meeting and used for voting member verification.

3.2 Notice to Members

Written notice, including the date, time, and place of meeting will be provided to each member listed on the official membership roster at least 10 calendar days in advance of a member meeting. Notice will not be provided more than 60 calendar days in advance of a member meeting with the exception of the annual meeting. This notice may be given personally, by mail, e-mail, telephone, facsimile or other reasonable method.

3.3 Electronic Notice Consent

ACRA will solicit consent from members to receive notices and ballots by electronic communication. ACRA will use the contact information provided by the member when delivering notices or ballots. Members must notify ACRA with any change of e-mail or addresses.

3.4 Annual Member Meetings

An annual meeting will take place, the specific date, time, and location of which will be designated by the board and posted on the website. The annual meeting will be held for the purpose of electing officers for the board, as well as the consideration of any other business that may be properly brought before the board. There will be a report on the activities and financial condition of ACRA at the annual meeting.

3.5 Special Member Meetings.

Special meetings of the members may be called by the president of the board, a simple majority of the board, or a petition signed by 20 individuals or 30% of the members entitled to vote, whichever is less. Business transacted at a special meeting is limited to the purposes specifically stated within the written meeting notice. No other business may be conducted.

3.6 Participation by Remote Communication

Any member meeting, including annual or special meetings, may be held in whole or in part by means of remote communication. When one or more members participate by means of remote communication, ACRA will implement reasonable measures to:

1. Verify that each person deemed present and entitled to vote at the meeting by means of remote communication is in fact a member; and,
2. Provide each member participating by means of remote communication with a reasonable opportunity to participate in the meeting, including an opportunity to:
   1. Read or hear the proceedings of the meeting substantially concurrently with those proceedings;
      1. If allowed by the procedures governing the meeting, have the member’s remarks heard or read by other participants in the meeting substantially concurrently with the making of those remarks; and
      2. If otherwise entitled, vote on matters submitted to the members.

3.7 Member Quorum

A quorum of the members is 30% of the members entitled to vote at that meeting which includes board members. If a quorum is not present, the meeting may be adjourned and recalled with 5 days’ written notice provided prior to the new date.

3.8 Member Meeting Procedures.

All questions of order with respect to any member meeting will be resolved in accordance with Robert’s Rules of Order Newly Revised , as modified from time to time, or in such another orderly manner that is deemed appropriate by the President.

3.9 Member Meeting Decorum

ACRA will follow best and lawful practices for conducting business at member meetings. The board will exemplify, communicate, and enforce the expectation that meetings be conducted in an orderly and respectful manner. The board reserves the right to excuse any director, officer, member, guest, member of the media, or audience participant exhibiting conduct that is disrespectful or disruptive to meeting proceedings. Per Robert’s Rules of Order Newly Revised , the president has the sole responsibility to require order in a meeting. To that end, the president has the authority to call a director, officer
or member to order and exclude non-members. If necessary to maintain an orderly meeting, the president has the authority to remove a participant from the meeting.

3.10 Unanimous Action Without a Meeting.

Any action required or permitted to be taken at a member meeting may be taken without a meeting but by written action signed or consented to by authenticated electronic communication (i.e. votes by e-mail, online, fax, etc.), by all of the members entitled to vote on that action. The written action is effective when it has been signed or consented to by all of those members unless a different effective time is provided in the written action.

3.11 Action by Ballot.

Any action that may be taken at a regular or special meeting of the members may be taken without a meeting, if ACRA delivers a ballot to every member entitled to vote on the matter. Ballots may be delivered by mail or through the use of technology.

In all matters that are presented to the membership for vote by ballot, a ballot must be sent to each and every member at their last known address and/or e-mail address if electronic consent has been given and will be posted on a website that ACRA deems official for electronic voting, if initiated by the executive committee. Decisions shall be based on the number of ballots returned which are verifiable as defined by the rules. Note that the term “returned” can apply to either ballots by mail or as confirmed on a website that ACRA deems official for electronic voting, if initiated by the board. The percentage voting in favor of a motion for passage shall be determined according to these bylaws and the rules.

ACRA will not allow proxy voting.

Article 4 The Board

4.1 Management

The business and property of ACRA shall be managed and controlled by the board, which shall have all powers, duties, and authority permitted by the articles of incorporation, these bylaws, and applicable law. The board may, in accordance with the provisions of Virginia statutes, delegate specific powers, duties and authority of the board to committees, standing and ad-hoc which are established, or appointed by the board or these bylaws from time to time. The day to day responsibilities of the operation of ACRA may be delegated to such hired or contract personnel or companies, as the board shall determine.
The board shall ensure that all rules and procedures established by the board for the conduct of the affairs of ACRA and its membership shall be codified and published in the rules of ACRA.

4.2 Composition

The board shall be composed of the president, vice president, secretary(registrar), treasurer, two regional directors and two members at large directors. Each position shall be elected by ballot for a term of two years with a limit of three consecutive terms for each position. Elections will be staggered. The president, vice president, east regional director, and one member at large director will be elected for even numbered years. The secretary(registrar), treasurer, west regional director and other member at large director will be elected for odd numbered years.

4.3 Qualification

ACRA’s board will be composed of individuals who are broadly representative of the community interests, possess applicable professional experience, or who have an expressed concern for the exempt purposes of ACRA. The members of the board will be over the age of eighteen, who are members in good standing of ACRA, who own ACRA or BCR sheep, have been a member for at least one year unless waived by the board and have signed the executive committee’s code of ethics.

A junior member director position can be offered to any interested junior member who shows an interest in learning and working with the board. This junior member’s vote cannot lead to a majority for any matters of the board. There can be only one junior member on the board at any one time.

A friend of ACRA member may apply for a position on the board. This person’s background must have a functionality of purpose for the board (ie. lawyer, CPA, Vet, Geneticist, non-profit work experience or other professional capabilities) in which to help ACRA’s mission and purpose.

4.4 Governing Powers

The board will have all the duties and powers necessary and appropriate for the conservation of the ACRA Cotswold breed, the overall direction of ACRA, including but not limited to the following:

1. Performance of any and all duties imposed upon them collectively or individually by law, by the articles of incorporation, these bylaws, or other written policies and procedures of ACRA.
2. Appointment and removal of board members subject to the limitations of these bylaws, the Commonwealth of Virginia, and all federal laws.
3. Employ and discharge, fix compensation for (if any), and prescribe duties and powers for all agents, employees, independent contractors, of ACRA.
4. Manage and oversee the affairs, registry, and activities of ACRA, and setting policies and procedures.
5. Enter into contracts, leases, or other agreements which are, in the judgment of the board, necessary or desirable for the purposes of promoting the interests of ACRA.
6. Acquire, manage, improve, encumber, leverage or dispose of real or personal property, through any lawful method.
7. Oversee the participation in financial transactions such as loans, debt obligations, investments, promissory notes, bonds, deeds of trust, mortgages, pledges, etc.
8. Indemnify the directors, officers, agents, employees, or independent contractors for liability alleged against or incurred by persons in this capacity or arising out of the person’s status, or obtain insurance for these purposes.
9. Uphold the bylaws, policies and procedures of ACRA.
10. Report and update each individual’s mailing addresses with the secretary of ACRA, and receive ACRA notices at that address unless otherwise stated.
11. Oversee all standing and ad hoc committees. Each member of the Board may be assigned as the chair of a standing or ad hoc committee.

The board members may engage in acts that are in the best interests of ACRA and that are not in violation of Virginia statutes, and federal laws. No board member will have any right, title, or interest in or to any property of ACRA.

4.5 Board Election Procedures

The board member will be elected at the annual meeting by the voting members. Voting members will have one vote for each position. Board members will be elected by the voting members of ACRA according to the following procedures:

1. Nomination Period. At least 60 days before the annual meeting the secretary will send all voting members a notice about board member or other volunteer positions that are up for election or appointment. The secretary will include an invitation for nominations from the members. Nominations are to be submitted within 30 days of the notice. Only people nominated as candidates through this process will be eligible for election at the annual meeting. Nominations from the floor will not be permitted. Nominations may be sent either by mail or e-mail.
2. Elections will be done by ballot vote. Ballots will be sent to all current members by mail or through a board approved electronic voting website at least 10 days before the annual meeting or special members meeting.
3. Votes Required. Each candidate must secure the highest number of votes cast in order to be considered elected (a plurality is required; a majority is not).
4. Recount. At the annual meeting, any candidate may call for an immediate recount after the reading of the results. The results after the recount are final.
5. Newly elected officers and directors will begin their two year terms starting the January 1st after the annual meeting unless otherwise noted prior to the election by the board.

4.6 Resignations

A board member may resign or request a leave of absence at any time by giving written notice to the secretary of ACRA. Notice may be electronic. The resignation or request for leave of absence may be deemed effective immediately without formal acceptance. If a resignation is effective at a later date, the board may fill the pending vacancy with an interim board member before the effective date and the new board member will be seated on the effective date.

4.7 Leaves and Absences

A board member on leave will be considered an inactive member of the board and will not have a vote.

4.8 Termination or Removal

Any board member may be removed for just cause, including excess unexcused absences, by an affirmative vote of a majority of the remaining board. The matter of removal may be acted upon at any meeting of the board. A successive interim board member may then be elected to fill the vacancy created until the next annual election.

4.9 Board Vacancies

Vacancies on the board mid-term will be filled with an interim board member by a vote of the majority of the remaining board members. The interim board member will serve until the next annual election.

4.10 Compensation

No compensation will be paid to the board members of ACRA for their services, time, and efforts on the board. Board members, however, may be reimbursed for necessary and reasonable actual (documented) expenses incurred in the performance of their duties with prior approval given by the board and the expenses reviewed and approved yearly.

4.11 Regular board Meetings

The board will meet at least six (6) times per year. An official board meeting requires that each board member have written or electronic notice at least one week in advance. Regular meetings may occur through remote communication. Board members may appear by phone, virtually, or in person.

Complete minutes shall be kept of all regular, special and closed meetings of the board, including voting matters of the board. With the sole exception of confidential matters discussed in closed session which are to remain confidential, the minutes shall be made available to any member who requests a copy of the minutes.

4.12 Special or Emergency board Meetings

Special meetings of the board may be called upon the request of the president, or by one-third of the board. Notices of special meetings will be sent out electronically by the secretary to each board member at least forty-eight hours in advance or with less than forty-eight hours’ notice upon written waiver of notice signed by all members of the board.

4.13 Board Meeting Notices

Written notices, including the date, time, and place of the meeting, will be provided to each board member in advance of a meeting. Notice will not be provided more than sixty calendar days in advance of a meeting. This notice may be given personally, by mail, e-mail, telephone, or facsimile.

4.14 Board Meeting Quorum

At all meetings of the board, a simple majority of 51% or greater of active board members will constitute a quorum for the transaction of all authorized business. If 51% or greater of active board members are not present, no voting may occur. The acts of the majority of the board members present at a meeting with a quorum will be the acts of the board of ACRA.

4.15 Board Voting

During board meetings, all matters will be decided by a simple majority vote of the board members.

4.16 Proxies

Voting by proxy will NOT be permitted in meetings of ACRA’s board.

4.17 Private Entity

Open Meetings Not Required. ACRA is a private entity not subject to open meetings law and government data practices. ACRA may hold its meetings open to the public from time to time, if desired.

4.18 Board Meeting Procedures

All questions of order with respect to any member meeting will be resolved in accordance with Robert’s Rules of Order Newly Revised , as modified from time to time, or in such another orderly manner that is deemed appropriate by the president.

4.19 Board Meeting Decorum

ACRA will follow best and lawful practices for conducting business at member meetings. The board will exemplify, communicate, and enforce the expectation that meetings be conducted in an orderly and respectful manner. The board reserves the right to excuse any board member, member, guest, member of the media, or audience participant exhibiting conduct that is disrespectful or disruptive to meeting proceedings. Per Robert’s Rules of Order Newly Revised , the president has the sole responsibility to require order in a meeting. To that end, the president has the authority to call a board member
to order, and exclude non-members. If necessary to maintain an orderly meeting, the president has the authority to remove a participant from the meeting.

4.20 Board’s Written Action Without a Meeting

Any action required or permitted to be taken at a board meeting may be taken by written action signed, or consented to by authenticated electronic communication (i.e. votes by e-mail, online, fax, etc.), by the number of board members that would be required to take the same action at a meeting of the board at which all board members were present.

4.21 Duties of Board Members

Duties of Officers

The officers of the board shall have the following duties, in addition to all other duties prescribed by these bylaws, the rules, and the board:

1. President

   The president shall have the full responsibility and authority as chief executive officer of ACRA and shall have all powers and duties specified in the bylaws and the rules. The president shall prepare or cause to be prepared the agenda for meetings of the board and shall preside at all meetings of the board. The president shall see that the bylaws and rules of ACRA are followed and enforced and shall ensure that meetings of the board are conducted in an orderly and effective manner. Except as may be otherwise explicitly provided in the articles or these bylaws, the president shall, subject to approval by the board, appoint all committee members. Any responsibility and authority normally reserved to officers and not specifically reserved to an officer, shall be reserved to the president.

   The president shall appoint annually two members of the association to audit the accounts and reports of the treasurer and report their findings to the board, annual meeting, or other meeting deemed required by the president.

2. Vice President

   The vice president shall assist and advise the president and shall act as a resource and advisor to the board with respect to the rules of ACRA. The vice president shall preside at meetings of the board in the absence of the president or at the request of the president. In the event of the removal, resignation or vacancy in the office of the president, the vice president shall immediately assume the office and duties of the president. The vice president shall carry out such other duties as are assigned to the office by the board and the rules.

3. Secretary

   The secretary shall be responsible for maintaining, or causing to be maintained, the business records of ACRA and the minutes of all meetings of the membership and the board. The secretary shall preside at meetings of the board in the absence of the president and vice president. The secretary shall copy and distribute to the members of the board in a timely manner the agenda of meetings and all submissions to the board for its consideration, unless these duties are assigned by the secretary to a specific association employee. The secretary shall maintain, or cause to be maintained, complete records of the ACRA at its principal office and shall keep them updated in a timely fashion. The secretary shall prepare a report of the proceedings of the board, other than matters considered or discussed in closed session and other disciplinary matters.

   The introduction or modification of any rule passed by the board and/or membership shall be published as directed by the foregoing in a separate designated section of the official web site and publication. If there is not a registrar, the secretary shall be responsible for maintaining, or causing to be maintained, the registry and its records and supervising the registrar, if one or more are appointed by the board, in accordance with the rules governing the registry as approved by the board. The secretary shall serve as chair of the registration advisory committee, if one is approved of by the board. In the event of a vacancy in both the offices of president and vice president, the secretary shall immediately assume the office and duties of president.

4. Registrar(s)

   The registrar(s) shall be responsible for maintaining, or causing to be maintained, the ACRA registry, the BCR appendix, and their records in accordance with the rules governing the registry as approved by the board. The registrar can be a volunteer member of ACRA or an outside firm hired by the ACRA board. The registrar(s) position is a non voting position and must update the board bi-annually or more as requested by the board or per the rules and procedures.

5. Treasurer

   The treasurer shall maintain, or cause to be maintained, accurate and detailed financial records for ACRA, shall receive and document all moneys collected by or for ACRA by the treasurer or a person specifically designated by the board for that purpose, and shall make disbursements and deposits as approved by the board in a timely fashion. The treasurer shall maintain, or cause to be maintained, ACRA’s bank accounts and prepare, or cause to be prepared, all tax and audit information for ACRA, including assembling of canceled checks. The treasurer shall prepare a proposed budget for ACRA and present it to the board for approval no later than thirty days prior to the beginning of ACRA’s fiscal year. Upon approval by the board, the budget, as modified, shall constitute the spending authority for ACRA for the fiscal year. The approved budget shall be published in the meeting minutes in accordance with these bylaws. The treasurer shall prepare and provide a verbal report monthly and written financial statement quarterly to the board, and as otherwise requested by the board. The treasurer shall assist fully in all audits, agreed upon procedures reviews, or other financial reviews. Agreed upon procedures reviews may include any time period of the treasurer's term as determined by the board.

Duties of Directors

The directors, two regional directors and two members at large directors, together with the president, vice president, secretary, and treasurer make up the board.

1. Regional Directors (east and west)

   There are two regional directors, one from the east and one from the west. The duties of the regional directors shall be to specifically act as representatives for the membership of their region. In addition, the Regional Directors may be assigned other duties as defined by the President or the Board. Each Regional Director shall have all the rights and privileges afforded any one on the board. Additional Regional Directors may be added by the board with a unanimous vote of the board at a time where growth of the board is necessary.

   The east regional director will represent: Maine, Vermont, New Hampshire, New York, Pennsylvania, Massachusetts, Rhode Island, Connecticut, Maryland, Virginia, West Virginia, North and South Carolina, Georgia, Florida, Alabama, Mississippi, Arkansas, Louisiana, and Tennessee.

   The west regional director will represent all of the other states not listed under east.

2. Members at Large

   There will be two members at large positions on the executive committee. The duties of the members at large of the board shall be to specifically act as representatives of the membership at large, or specific geographic or other defined segment of the membership as they may be assigned by the president. In addition the members at large may be assigned other duties as defined by the president or the board. Each member at large shall have all of the rights and privileges afforded the officers of the board.

4.22 Committees

Authority

The board may act by and through committees as may be specified in resolutions adopted by a simple majority of the board. Each committee will have duties and responsibilities as are granted to it from time to time by the board, and will at all times be subject to the control and direction of the board. Committee members, other than the committee chair, need not be board members of ACRA (i.e., they can be voting or non-voting members of ACRA). These committees (standing and ad-hoc) are advisory to the board and do not have nor exercise any of the authority of the board except such powers and authority
specifically bestowed on them by the board. Any committee bestowed with authority shall be composed of one or more board members with additional members from the membership of the ACRA as the board may designate. The designation and appointment of any such committee and the delegation thereto of responsibility shall not operate to relieve the board, or any individual member of the board of any responsibility imposed upon it or him/her by law.

Examples of committees that may be formed by the Board are:

• Development/fundraising committee
• Education & curriculum committee
• Marketing/PR committee
• Events committee
• Legal and governance committee
• Newsletter committee
• Genetics committee
• Finance/Audit committee
• Show committee
• Historical Cotswold committee

Standing Committees of ACRA

Each standing committee will be composed of one or more board members and other association members. Standing committees are viewed as permanent committees for the functionality of ACRA business and services. As of 8/30/2023 there are no standing committees of ACRA.

Ad Hoc Committees

Ad-Hoc committees may also be appointed, but are not permanent and are generally appointed to perform specific tasks, analysis of facts or other focused requirements so determined by the board. The board may redefine the duties of the standing and or ad-hoc Committees.

Appointment and Term

Except as may be otherwise explicitly provided in the articles or these bylaws, committee members shall be appointed by the president, subject to approval by the Board. The term of all standing and ad hoc committee members shall end with the term of the president appointing them. Notwithstanding the foregoing, any term may be explicitly extended for a definite time by the newly elected president.

Duties and Powers

The committees shall have such responsibilities, duties and powers as shall be appointed by board resolution and those responsibilities, duties and powers shall be described in the rules and the bylaws.

Committee Board Reports

Every committee will submit at least bi-annual reports to the board unless requested more frequently.

Article 5 Financial Controls, Bylaws, Policies, Procedures and Rules

5.1 Financial Year

The accounting year of ACRA will begin on January 1 and end on December 31.

5.2 Books and Accounts

1. ACRA will maintain appropriate checking, savings, and other accounts at a reputable bank or financial institution (ie. FDIC, NCUA) under the name of ACRA.
2. ACRA bank accounts will have a minimum of two unrelated authorized signatories, not living in the same household. If the following meet the aforementioned criteria, the president and treasurer will be authorized to act as signatories on all ACRA financial accounts. In the event the presidency is temporarily vacant or the president is removed or incapacitated in some manner, the vice president is authorized to temporarily act as a signatory in the president’s place. In the event the treasurer’s position is temporarily vacant or the treasurer is removed or incapacitated in some manner, the vice
   president is authorized to temporarily act as a signatory in the treasurer’s place.
3. ACRA’s books and accounts (or an exact copy thereof) will be kept at the registered office and/or in a cloud account which provides access to all directors.
4. All money raised in ACRA’s name will be deposited in ACRA’s account as charitable assets and used for ACRA’s charitable purposes according to the commonwealth of Virginia and Federal fundraising laws and rules.
5. Treasurer’s reports will be submitted to the board at least quarterly and to the membership at least annually.

5.3 Examination by Directors and Members.

Every board member and member of ACRA will have a right to examine, in person or by agent or attorney, at any reasonable time, and at the registered office or via the cloud account, all books and records of ACRA and make extracts, reports or copies.

5.4 Ownership of Intangible Assets

All third party services such as web domains, web services, software services, donor or member lists, etc. are assets of ACRA and should be opened in the name of the ACRA. If ownership cannot be established in the name of the ACRA, the individual Board member must grant secondary authority to another board member, or share account information and log in credentials to another Board member to preserve right of access to these assets and accounts. The Treasurer will be responsible for maintaining the ongoing financial payments for web domains, services and software.

5.5 Legal Instruments.

All contracts, agreements, and other legal instruments executed by ACRA will be issued in the name of ACRA, not the individual name of a board member. The board may establish internal controls or policies which control the number of officers required to sign legal instruments. While board members may have authority to sign official documents on behalf of ACRA, they may do so only after proper consideration and approval by the board. In the absence of documented approval by the board, the individual board member is personally liable on the legal instrument.

5.6. Loans.

No loans will be contracted on behalf of ACRA nor will evidence of indebtedness be issued in its name unless in conformance with the commonwealth of Virginia statutes and specifically authorized by resolution of the board. This authority will be confined to specific instances.

5.7. Periodic Reviews.

To ensure ACRA operates in a manner consistent with charitable purposes, files all required paperwork, and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews will be conducted. The periodic reviews will, at a minimum, include the following subjects:

1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining;
2. Whether partnerships, joint ventures, and arrangements with management organizations conform to ACRA’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction;
3. Whether ACRA is properly filing annual paperwork with the Virginia Attorney General’s Office, Virginia Secretary of State, Internal Revenue Service, and other government entities. Corporation will file the Form 990 with the IRS annually.
4. Whether ACRA is properly engaging in the commonwealth of Virginia and Federal fundraising laws and rules.
5. Whether an external audit has been performed if necessary.

5.8. Affiliations.

ACRA may maintain professional affiliations that benefit and strengthen the organization in its capacity to fulfill its mission.

5.9. Rules.

The Board may establish by majority vote rules:

• To maintain records of decisions made by the Board in one central location
• Regarding internal financial controls
• Regarding gifts and grants to other individuals/organizations;
• Regarding employees and volunteers; and
• Regarding other topics that may become reasonable and necessary
• Regarding the Registry
• Regarding fees for membership and registration

5.10. Amending the Articles of Incorporation and Bylaws.

ACRA has the power to amend the articles of incorporation and any bylaws. A majority of the executive committee must first approve amendments to the articles or bylaws. In addition, the voting membership must approve amendments to the bylaws by a majority vote at a member meeting or through approved electronic voting. The voting members may authorize the executive committee to amend the articles of incorporation without approval of the members. The Policies and Procedure section may be changed by a majority vote of the executive committee.

5.11 Officers Indemnity and Immunity Insurance

Each board member or employee of ACRA, and each person who at its request has served as a board member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be held harmless and indemnified by ACRA against reasonable legal expense, judgments, and expense of settlement which ACRA previously approved, actually and reasonably incurred in connection with an actual or threatened legal proceeding. The foregoing shall only apply if such person acted legally, in good faith, and was duly authorized to act on behalf of ACRA in the transaction or act from which legal liability arose, and which was official ACRA business and where indemnity is not otherwise contrary to the laws of the Commonwealth of Virginia, except the foregoing shall not apply to matters as to which he or she shall have been guilty of willful or intentional misconduct or wanton or reckless disregard for human rights, safety, or acts known to be unfair in respect of the matter in which indemnity is sought, as finally determined in the proceedings., and where indemnity is not otherwise contrary to the laws of the Commonwealth of Virginia. This Section shall not be construed as limiting the extent of indemnification set forth in the articles of incorporation. To preserve this right of indemnity, such person shall immediately notify ACRA of such actual or threatened litigation or other complaint, whereupon ACRA shall have the right to direct defense thereof, including, but not limited to, selection of counsel and direction of settlement negotiations. ACRA shall purchase and maintain insurance on behalf of any officers, directors, employee or agents against any liabilities asserted against such persons by reason of their capacity acting on behalf of ACRA and whether or not ACRA would have the power
to indemnify such persons under these bylaws or the laws of the commonwealth of Virginia.

Article 6 Complaints

Members found to be in violation of ACRA Breeder Code of Ethics may be subject to sanctions, expulsion, etc. as provided herein. (See 2.9 Member terminations)
A complaint may be brought to the executive committee by any ACRA member who has “good cause”. “Good cause” may include acts detrimental to ACRA and its mission-related work. This could include violation of ACRA’s Articles, bylaws, code of conduct, code of ethics, policies & procedures, other rules, state/federal laws, misappropriation of ACRA assets, or actions/omissions in contravention to the mission and values of ACRA.

Any member being expelled or suspended will be given reasonable advance notice and the opportunity to be heard either orally or in writing at least five days before the termination, if the opportunity is requested by the member in writing. A majority vote of the executive committee shall determine all suspensions.

Article 7 The Cotswold Sheep

The American Cotswold Record Association is dedicated to the preservation, breeding, and development of the Cotswold Sheep. Through proper breeding, the Members of the Association strive to produce an animal that meets the highest standards of this breed.

Breed Standard

The Ideal Cotswold

This description of an "Ideal Cotswold" was written in 1891 by W. S. Harmer of Cirencester. It is still adopted today as the Association breed and show standard.

The Head should be wide between the eyes, and the eye itself, full, dark and prominent, but mild and kindly, and in no way coarse between the eyes, but not too flat, and should run of much the same width to the nostrils, which must be well expanded and somewhat broader than the face, with the skin on the nose of a dark color. The cheek is full and, as is the face, well covered with white hair; a just perceptible blue tinge on the cheek and around the eyes being rather "fancied". The ear, long, but not too heavy, of medium thickness, and covered with black spots on the points of the ears are not considered objectionable.

The top of the head should not be coarse or bald, but covered with wool, not hair, and the Cotswold is to be distinguished by a fine tuft of wool on the forehead. The head should be sufficiently long to save it from being called short and thick, but it should not have a long, lean appearance.

Grey faces still crop up occasionally in all the best hill flocks.

The Neck should be big, muscular and should be gently curved to enable the sheep to carry the head well up, thereby giving the animal a grand appearance. The neck should be slightly smaller at the ears than where it comes from the shoulders.

The Shoulder should lay well back, and the point of the shoulder should be well covered with flesh, as also the chines.

The Ribs should be deep, well sprung from the back.

The Rump should be carried out on a level with the back, giving the animal a square looking frame.

The leg of mutton well let down to the hock, and thick on the outside. The legs both front and hind, should be straight, moderate in length, well set outside the body. The pastern joints, both front and hind, should be short.

The Whole Body should have a firm, solid touch (not loose and flabby), and be covered with thick set, long, and lustrous wool.

Disqualifications:
The Association will not permit the registration of ACRA Cotswold sheep with:

• Any black fibers in the fleece or black wool.
• Any horns which are attached to the skull with a living core or prominent scurs.
• Blue, black, or brown faces.
• Any physical deformity.

Undesirable Characteristics:
The following characteristics are considered to be undesirable and should not be present in animals offered for show:

• Dropped pasterns. The sheep should stand up on its toes.
• Turned in eyelids (entropion)
• Pigeon toes
• Undergrown animals. Ram lambs should be at least 100 lbs and ewe lambs at least 80 lbs by 10 months old.
• Small loosely attached scurs
• Wool not typical of the Cotswold type.

Cotswold wool
The qualities of a Cotswold fleece are:

Long cords of white wool, distinct all the way to the skin laying in large flat locks.

The locks are the width of a thumb. Crimp along the lock is approximately two per thumb width.

Growth rate of one inch a month is typical, decreasing some with age. This is a heavy shearing fleece anywhere from nine to nineteen pounds per year for a mature ram.

Cotswold fiber Grades at: 35s to 40s American Wool Handbook, W. Bergen 1947

Cotswold Fiber micron range is 35 microns to mid-40’s microns. This is slightly finer than a Lincoln Long Wool and very similar to a Leicester Long Wool in fiber diameter.

Cotswold fleece has a distinctly lustrous sheen to the fiber, not a value which can be measured as yet but very unmistakable.

General Appearance - Locks often end in a wavy lock with a spiral tip forming a complete curl at the end, giving the appearance of a uniformly curly Cotswold sheep fleece. Even the best fleeces may become a bit coarse in the lower britch area just above the hock, but the fleece never has black fibers or kemp fibers [hollow core guard hairs].

Fleeces will vary some flock to flock as well as with individuals in a flock but these are the general identifying guidelines to hold that are historically associated with a Cotswold fleece.

Article 8 The Cotswold Sheep Registry

8.1 The Registry

The ACRA Registry records shall be maintained by the secretary or by the registrar(s), if one is appointed, acting under the direction of the Secretary unless such duties are assigned to a specific Association employee or outside registry firm. Such records, including but not limited to registration papers, shall be kept in such fashion and in such location as deemed appropriate by the board which shall have the ultimate responsibility for approving changes in format, rules of function, or operation of the registry. At intervals of no less than every year, the secretary or registrar(s), if appointed, shall prepare and keep at a separate location duplicate records of registration. The secretary, registrar, or registration advisory committee, if developed, shall be responsible for preparing and, from time to time, recommending changes to the rules of the registry. The registry and registration advisory committee does not mediate disputes between members or others. The Association provides the registry as a service to its members and is in no way liable for any fraud or misrepresentation concerning the Cotswold sheep registered to a buyer or to the public.

8.2 Registration

The procedures for registration shall be set forth in the rules of the registry and subject to the provisions of these bylaws. The registration of an ACRA Cotswold sheep or a BCR Cotswold sheep shall be guided by the following principles under each the ACRA Registry or the BCR Appendix.

ACRA Cotswold Sheep Registry

• The American Cotswold Record Association maintains permanent records of registrations and transfers of ACRA Cotswold sheep in the United States. Before any lamb is registered, the application for registration is checked through the records to ensure that it is correct. Incomplete, incorrect, and illegible applications may be returned.
• Each breeder should use a private ear tag or tattoo with a flock name and/or individual number on it, and it is expected that this will be inserted prior to or at weaning time of the lamb. Thus, each flock will have its own name (often the farm name), and all of the individual sheep in the flock will have the same name. The individual sheep within the flock will be distinguished by individual numbers.
• Only animals whose sires and dams are registered with the American Cotswold Record Association may apply for registration. Animals which are registered will receive a Certificate of Registry.
• Application for registration of animals should be presented to the secretary or registrar on forms provided, therefore. Official applications for registration forms will be available on the ACRA website or will be sent to breeder free of charge upon request.
• Unsound or unworthy animals should not be registered, and such will not be recorded where they are known. Black purebred Cotswolds are not registrable under the ACRA registry, nor are their offspring be they white or black. They may be registered under the BCR appendix.
• Annual dues must be paid to the secretary before registering or transferring sheep. Transfers are the responsibility of the seller. Incomplete transfers will be returned to the seller. Completed transfers will be sent directly to the buyer unless other arrangements are made.
• When bred ewes are sold and transferred before they lamb, the buyer may have the lambs registered in the buyer’s name and is considered the owner of the progeny. However, the breeder of the progeny is the owner of the ewe at the time of breeding. When a ewe is bred by a ram from another flock, her progeny may be registered as bred and owned by the owner of the ewe at the time of breeding, provided that a Certificate of Breeding signed by the owner of the ram is submitted with the application for registry.
• ACRA will accept applications for registration of lambs born from Artificial Insemination (AI) or embryo transfer (ET) from the UK Cotswold Sheep Society. For AI, the ewe must be a registered ACRA sheep and the ram must be registered in the UK’s Cotswold Sheep Society. For ET, there can be different combinations but the embryo must have direct lineage from registered sheep from either/or ACRA and the UK’s Cotswold Sheep Society.

Registry Appendix I: Black Cotswold Registry (BCR)

• The American Cotswold Record Association maintains permanent records of registrations and transfers of BCR sheep in the United States. Before any lamb is registered, the application for registration is checked through the records to ensure that it is correct. Incomplete, incorrect, and illegible applications may be returned.
• Each breeder should use a private ear tag or tattoo with a flock name and/or individual number on it, and it is expected that this will be inserted prior to or at weaning time of the lamb. Thus, each flock will have its own name (often the farm name), and all of the individual sheep in the flock will have the same name. The individual sheep within the flock will be distinguished by individual numbers.
• Application for registration of animals should be presented to the secretary or registrar on forms provided, therefore. Official applications for Registration forms will be available on the ACRA website or will be sent to breeders free of charge upon request.
• Unsound or unworthy animals should not be registered, and such will not be recorded where they are known. The BCR breed standard should equal that of the ACRA breed standards except for color or registration eligibility noted below.
• Annual dues must be paid to the secretary before registering or transferring sheep. Transfers are the responsibility of the seller. Incomplete transfers will be returned to the seller. Completed transfers will be sent directly to the buyer unless other arrangements are made.
• When bred ewes are sold and transferred before they lamb, the buyer may have the lambs registered in the buyer’s name and is considered the owner of the progeny. However, the breeder of the progeny is the owner of the ewe at the time of breeding. When a ewe is bred by a ram from another flock, her progeny may be registered as bred and owned by the owner of the ewe at the time of breeding, provided that a Certificate of Breeding signed by the owner of the ram is submitted with the application for registry.
• Sheep eligible for registration in the Black Cotswold Registry (BCR) by its breeder are:
  • The colored offspring of two registered American Cotswold Record Association (ACRA) sheep.
  • Sheep with markings such as large spots, which disqualify it for entry into ACRA, may be registered with BCR. A photograph clearly showing the spot or spots must be submitted with the application.
  • Any offspring as a result of the breeding between a registered ACRA sheep and a BCR sheep.
  • The offspring of two registered BCR sheep.
  • The offspring of sheep registered in the Cotswold Breeders Association (CBA) with a colored (C or W/C) bloodline or registered in the Black Cotswold Society (BCS).
  • Purebred Canadian Cotswold sheep of color registered with the Canadian Livestock Records Corp (CLRC) are eligible for registration in BCR or their offspring. Transfers involving CLRC Cotswold sheep of color must be accompanied by a copy of CLRC registration certificates.

Article 9 Dissolution of Association or Registries

The Association or a registry may be dissolved at any time by the written consent of not less than 2/3 of the members in good standing [and in accordance with Virginia State Law]. In the event of the dissolution of the club other than for purposes of reorganization whether voluntary or involuntary or by operation of law, none of the property of the club nor any proceeds thereof nor any assets of the club shall be distributed to any members of the club, but after payment of the debts of the club, its property, and assets shall be given to a charitable organization for the benefit of the Cotswold sheep selected by the Board unless otherwise prohibited by Virginia State Law.

Bylaws approved by the ACRA Board : 8/22/2023
Bylaws approved by membership: 11/14/2023