By-Laws of the CDSA
Article 1 – Preamble
1.1 The Society
The name of the Association shall be Canadian Dorper Sheep Association (CDSA), hereinafter referred to as the “Association”.
1.2 The By-laws
The following articles set forth the by-laws of the Canadian Dorper Sheep Association.
Article 2 – Objectives of the Society
2.1 The objectives of the Society are to:
2.1.1 Promote Dorper Sheep in Canada.
2.1.2 Provide assistance and information to producers relating to the care, breeding and history of the Dorper Sheep.
2.1.3 Encourage and facilitate co-operation and support among Dorper owners.
2.1.4 Encourage and facilitate the collection, compilation, preservation and publication of data, information and documents relating to Dorper Sheep.
2.1.5 Provide information on Dorper Sheep to any interested persons.
Article 3 – Membership
3.1 Conditions of Membership
Membership is open to any person interested in advancing the objectives of the Association and who agrees to comply with the By-laws & Amendments of the Association. On completion of the application form provided by the Secretary and the payment of the membership fee, such applicant shall be admitted as a member
3.2 Classification of Members
There are three classifications of members:
a) Voting members
b) Associate members
c) Junior members
3.2.1 Voting Member:
220.127.116.11 Is an individual resident of Canada, a partnership, or limited company incorporated under the Laws of Canada or and Province of Canada.
18.104.22.168 Is the full age of eighteen years.
22.214.171.124 Owns at least one registered Dorper/White Dorper sheep, or Dorper/White Dorper gremplasm (fullblood or purebred). Has owned such sheep at least one month prior to any general meeting at which said member wishes to exercise his right to vote.
126.96.36.199 Partnerships or Companies, which are voting members, shall designate to the Secretary a representative to exercise the rights and privileges of membership including the right to vote and to hold office in the Association.
3.2.2 Associate Member:
188.8.131.52 Need not be a resident of Canada.
184.108.40.206 May be a partnership, or limited company incorporated under the Laws of Canada, any Province of Canada, or foreign country.
220.127.116.11 Is the full age of eighteen years.
Associate members shall act in an advisor/consultative capacity to the voting membership. Such membership shall have no vote, no right to hold office and no right to give notice to amend these by-laws.
18.104.22.168 Is a resident of Canada who has not yet attained the age of eighteen years.
22.214.171.124 Owns at least one registered Dorper Sheep, either fullblood or purebred.
Junior members are not entitled to vote, hold office or give notice to amend these by-laws.
3.3 Membership Fees
3.3.1 Membership Year
The membership year is January 1 to December 31.The date that membership fees must be received by the Secretary before membership privileges are revoked shall be set by the board. This shall be ratified at the annual general meeting for the following year.
3.3.2 Setting Membership Fees
The board recommends the annual membership fees for each classification of member. This is ratified at an annual general meeting for the following year.
3.4 Termination of Membership
126.96.36.199 Any member may resign from the Association by giving written notice to the Secretary of the Association. Fees for any unexpired term of the subscription year are normally not refundable, but the Board may grant a request for such in extenuating circumstances.
188.8.131.52 Once the notice is received, the member’s name is removed from the Register of Members. The member is considered to have ceased being a member on the date that notice is received by the Secretary.
3.4.2 Deemed Withdrawal
184.108.40.206 Membership in any category shall terminate on failure to pay the membership fee assessed by the Association within the time affixed by the Directors.
220.127.116.11 In this case the name of the member is removed from the Register of Members. The member is considered to have ceased being a member on the date that this occurs.
3.4.3 Revoking of Membership
18.104.22.168 Membership in any category may be revoked subject to review and approval by a majority of two-thirds (66 2/3%) of the board members voting for:
a) Practice of procedures that contradict or are in conflict with the stated purposes and by- laws of the Association or are detrimental to the interests of the Association;
In such cases a member shall be given, by traceable mail, 30 days notice in writing of the date of the hearing set for determining if the membership shall be revoked and such member shall be afforded a reasonable opportunity to present his contention that he continues to qualify for membership.
22.214.171.124 In case of revocation of membership no reimbursement of fees will be due the disciplined member.
126.96.36.199 Members that have been asked to reign or have been expelled may, after a period of one year, make application to the Secretary requesting to become a member. A two-third majority of the board members voting shall be required to reinstate any person or entity whose membership has been revoked.
188.8.131.52 Any breeder suspended or expelled from the Association shall have no claim against the Association or any interest in the property or assets of the Association.
184.108.40.206 It is understood that this Association shall not be held responsible for any loss or damage that may be sustained through suspension.
Article 4 – Government of the Association
4.1 The Board of Directors
4.1.1 The Board of Directors or Board shall mean the Board of Directors of the Association.
4.1.2 Governance and Management of the Association
The Board governs and manages the affairs of the Association
220.127.116.11 The Board has the powers of the Association, except as limited by law.
4.1.3 Composition of the Board
18.104.22.168 The affairs of the Association shall be managed by a Board of no less than 5 and no more than 13 directors who are voting Members in good standing.
22.214.171.124 The Directors, as willfully as possible, shall be distributed throughout Canada based on provincial representation.
126.96.36.199 The Board shall administer the affairs of the Association toward the attainment of the purposes herein before prescribed.
4.1.4 Election of the Directors
188.8.131.52 Election shall be held by secret ballot at the Annual General Meeting by voting members in good standing either in person or by proxy.
184.108.40.206 At the first membership meeting, 8 directors will be elected; four (4) directors, each serving a two year term which ends when their successors are elected and installed, and four (4) directors, each serving a three(3) year term which ends when their successors are elected and installed.
220.127.116.11 At each succeeding Annual General Meeting, Voting members elect four (4) directors (or more as the number on the board increases) each serving a two year term which ends when their successors are elected and installed.
18.104.22.168 The term of office shall begin immediately after the announcement of the election results at the Annual General Meeting.
22.214.171.124 Directors may serve for an unlimited number of years, providing that a minimum of one (1) year’s absence from the board shall occur after any two consecutive terms.
4.1.5 Resignation of a Director
126.96.36.199 A director may resign from the office upon written notification to the Secretary.
188.8.131.52 The board of Directors shall have the power to fill vacancies which may occur, providing however, that any director so appointed shall hold office only until the next Annual General Meeting, but shall then be eligible for election. Any Director elected by the Annual Meeting to fill a vacancy will hold office for the remaining term of the Director creating the vacancy.
4.1.6 Removal of a Director
184.108.40.206 The membership can remove a Director by 2/3 majority vote of votes cast at a general meeting or special general meeting called for such purpose. Any director proposed to be removed shall be given 30 days notice, by traceable mail, of the meeting where such removal is to be considered and shall be entitled to appear before, and be heard by, the board of directors at such meeting.
220.127.116.11 The board of directors can suspend a director by unanimous vote of the remaining directors voting. This is ratified at the next general meeting.
4.1.7 Meetings of the Board
18.104.22.168 The board shall hold regular scheduled meetings either in person of by telephone conference at times and places they specify. They shall meet at least once, in person, annually. Notice of meetings shall be given by regular mail, at least 30 days prior, or given by telephone, facsimile, special courier or any method of communication in use at the time at least 21 days prior to the meeting date specifying whether the meeting is to be held in person or by telephone.
22.214.171.124 A majority of the Board of Directors shall constitute a quorum of any Board of Directors meeting as long as the President or Vice-president is in attendance.
126.96.36.199 A meeting of the Board may be held on shorter notice, or without notice, providing all directors entitled to notice have given their consent to the meeting being held. A record of such consent shall be entered in the minutes.
188.8.131.52 The president or quorum of directors may, at any time, convene a meeting or conference telephone call subject to above mentioned notices.
184.108.40.206 The officers of the Association shall be the President, the Vice-president, the Secretary and the Treasurer (or may be the Secretary-Treasurer).
220.127.116.11 These officers shall be elected from theDirectors, (with the exception of the Secretary who does not necessarily have to be a director), by the majority vote of members present, whether in person or by proxy.
18.104.22.168 Each officer shall hold office until the end of the next annual meeting and until his successor is duly elected and qualified.
22.214.171.124 Officers may succeed themselves.
126.96.36.199 In case any office of the Association becomes vacant, a majority of the Directors then in office may appoint a member in good standing to fill such vacancy for the unexpired term.
188.8.131.52 The President shall be the Chief Executive Officer of the Association. He shall preside at all General Meetings of the Association and shall be Chairman of the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall present at each Annual Meeting a report of the activities of the Association. He shall call meetings of the Directors when required, and upon request of a quorum of Directors.
184.108.40.206 The Vice-president will assist the President in the exercise of his duties and will perform the duties and have the powers of the President in his absence.
220.127.116.11 The Secretary shall conduct the correspondence, issue notice of all meetings, keep minutes of all meetings, and have custody of all records and documents except those that require to be kept by the Treasurer and shall have custody of the Seal of Association. In the Absence of the Secretary from the meeting, the President shall appoint another person to act as Secretary at that specific meeting.
18.104.22.168 The Treasurer shall keep the financial records of the Association, including books of accounts. He shall also file an annual report at the Annual General Meeting which will include a balance sheet, a statement of income and expenditure, a list of the Association’s Directors and a note of the number of members. He shall deposit all monies received by him in a secured Financial institution approved by the Board, to the credit of the Association, and shall pay same out again by cheque only, countersigned by the President or other officer(s) appointed for that purpose by the Directors, members and others when required, with the fiscal year end stipulated as December 31. He shall render all necessary reports, documents and other related financial statements required by appropriate Federal and/or Provincial statutes as reviewed and approved by the Board. He shall maintain the register of members.
22.214.171.124 Any officer may be removed from office by the affirmative vote of two-thirds of all the Directors at any regular or special meting called for that purpose. Any officer proposed to be removed shall be entitled to at least thirty (30) days notice in writing by traceable mail of the meeting of the Board of Directors where such removal is to be considered and shall be entitled to appear before, and be heard by, the board of Directors at such meeting.
4.2 Board Committees
4.2.1 Establishing Committees
The Board may appoint from among the board members and other CDSA members one or more Committees with such duties as the Board may see fit.
4.2.2 General Procedures for committees
126.96.36.199 The President shall be ex-officio member of all Committees.
188.8.131.52 He shall, when present, preside at all committee meetings.
184.108.40.206 In all cases, one of the members of the Board must be Chairman of any Committee formed.
220.127.116.11 A quorum for all committees shall be a majority of the eligible voting members of that committee.
18.104.22.168 All committees shall present annual reports to their appointed bodies at the time of Annual General meeting.
22.214.171.124 All committees are to exercise such powers as are authorized by the Board of Directors and are accountable to the Board of directors.
126.96.36.199 Any committee member can be removed from his position on the committee on the recommendation to the Board of Directors of a majority of the committee members. Such member must be given reasonable time to respond to the Board of Directors regarding the complaint against him.
188.8.131.52 Any committee member may resign by giving written notice to the Committee. This vacant position on the Committee may or may not be filled by another member of the Association at the Discretion of the Board.
Article 5 – Finance
5.1 The Office
The office of the Association shall be located a the home of the Secretary or at such place as determined by the Board.
5.2 Financing and Auditing
5.2.1 The fiscal year of the Society ends on March 31 of each year.
5.2.2 There must be an audit of the books, accounts and records of the Association at least once each year. An auditor will be appointed at each Annual General Meeting. At each Annual General Meeting of the Association, the auditor submits a complete statement of the books for the previous year.
5.3 Cheques and Contracts of the Association
5.3.1 The Board designates three (3) directors to have signing authority on the monies of the Association. Two (2) signatures are required on all cheques.
5.4 Keeping and Inspection of the books and Records of the Society
5.4.1 The Board keeps and files all necessary books and records of the Association as required by the By-laws and the law.
5.4.2 The books and records of the Society may be inspected by any member in good standing of the association at the Annual General Meeting or anytime upon giving reasonable notice and arranging a time satisfactory to the officer (s) having charge of these documents. Each board member shall at all times have access to such books and records.
5.5.1 No officer, director, or member of any committee shall receive any remuneration for duties performed on behalf of the Association, but these persons may be reimbursed for out-of-pocket expenses incurred while performing such duties.
5.5.2 No part of net earnings of the Association shall incur to the benefit of, or be distributed to its members, directors, officers, or other persons, except that the Association shall be authorized to pay reasonable compensation for services rendered with prior approval of and by the majority of the board of directors.
In order to carry out the purpose of the Association, the Board may, on behalf of the Association, raise or secure the payment of repayment of money in the manner they decide. No loan shall be assumed without the sanction of a special resolution by the Board requiring a two-thirds (66 2/3%) majority of approval.
5.7 Corporate Seal
The Seal of the Association shall be kept in the registered office of the Association. The form of the seal shall be determined by the Board of Director; and may be altered by the Directors.
Article 6 – Meetings of the Association
6.1 The Annual General Meeting (AGM)
6.1.1 The Association will hold the Annual General Meeting at a time and place designated by the Board of Directors.
6.1.2 At least thirty (30) days written notice or twenty-one (21) days notice by telephone, facsimile, special courier, e-mail or any other universally accepted method of communication in use at the time, shall be given of the time and place of all regular and special meeting. An accidental omission to give notice to any member, or no-receipt by any member of such notice, shall not invalidate the proceeding of any AGM or SGM.
6.1.3 The Annual General Meeting deals with:
a) Adopting the agenda,
b) Adopting the minutes of the last AGM,
c) Considering the president’s report,
d) Reviewing the financial statements and the auditor’s report,
e) All committees to submit a report,
f) Review and consideration of committees reports and recommendations,
g) Annual membership fees,
h) Electing the members of the board
i) Considering other new business.
A quorum for the transaction of business at any properly called meeting of this association shall be 20% of those entitled to vote who are present in person or by proxy.
6.2 Special General Meeting (SGM)
6.2.1 Calling of Special General Meeting
A Special General Meeting may be called at any time.
184.108.40.206 By a resolution of the Board of Directors to that effect; or
220.127.116.11 On written request of at least two-thirds (66 2/3%) of the Board. The request must state the reason for the SGM and the motion(s) intended to be submitted at this SGM; or
18.104.22.168 By a petition signed by one third of the members in good standing, setting forth the reasons for calling such a meeting.
The Secretary mails a letter to the last known address of each member in good standing at least thirty (30) days written notice or twenty-one (21) days notice by telephone, facsimile, special courier, e-mail or any other universally accepted method of communication in use at the time, shall be given of the time and place of all regular and special meeting. An accidental omission to give notice to any member, or no-receipt by any member of such notice, shall not invalidate the proceeding of any AGM or SGM.
Only the matter(s) set out in the notice for the SGM are considered at the SGM.
An SGM has the same method of voting and the same quorum requirements as the AGM.
6.3 Proceedings at the Annual and Special General Meetings
22.214.171.124 Any voting member in good standing has the right to vote at any meeting of the society. Each voting member or his proxy shall have one vote.
126.96.36.199 Only a voting member in good standing may act as a proxy for another voting member. No voting member shall vote as a proxy for more than three other voting members.
188.8.131.52 Voting members shall declare upon registration how many and for whom he is acting as proxy by submitting to the Secretary or the Secretary’s designate the necessary documents of notification of proxy or letter of authorization.
184.108.40.206 Notwithstanding anything contained herein no individual shall be at liberty to cast more than four votes (including all proxies and all designation by partnership or limited company) on any matter coming before an AGM or a SGM.
220.127.116.11 Show of hands decides every vote at every general meeting. A secret ballet is used for the election of directors and officers and in other matters if a majority request it.
18.104.22.168 A simple majority decides each issue and resolution, unless the issue needs to be decided by Special Resolution.
6.3.2 Special Resolution
22.214.171.124 Special resolutions must be passed in the following ways:
a) a resolution passed at a General Meeting of the membership of this Association. There must be thirty (30) days notice for this meeting. The notice must state the proposed resolution. There must be approval by a vote of 75% of those voting.
b) A resolution proposed and passed as a special resolution at a General Meeting with less than thirty (30) days notice if all voting members eligible to attend and vote at the General Meeting agree.
c) A resolution agreed to in writing by all the voting members who are eligible to vote on the resolution in person at the General Meeting.
Article 7 – Provincial Associations/Producer Groups
The CDSA will recognize only one organization per province. This organization may be either a Provincial Association or a Producer Group.
7.1 Provincial Associations
7.1.1 The Association shall recognize only one legally-incorporated provincial association in each province for the purpose of representation and to provide financial assistance for Board activities as deemed appropriate, and within reasonable means as determined by the CDSA Board.
7.1.2 The Provincial Association’s constitution and its by-laws must be submitted, reviewed, and forth found by the Board to comply with the By-laws of the CDSA.
7.1.3 The activities of any Provincial Association must not conflict in any way with the activities of the CDSA.
7.1.4 The Provincial Association must be a legally-incorporated association of that province.
7.1.5 Two-thirds (66 2/3%) of the total voting members are also voting members in good standing of the CDSA.
7.2 Provincial Producer Groups
7.2.1 The CDSA may recognize a Provincial Producer Group for the purpose of representation and to give financial and physical support as determined by the Board from time to time.
7.2.2 The activities of the producer group shall not conflict in any way with the activities of this Association.
7.2.3 The producer group’s objectives and policies must comply with the principles and objectives of the CDSA.
7.3.1 Each province shall elect by secret ballot, a representative and a second representative from their Board of Directors or from their general membership.
7.3.2 All candidates must be voting members in good standing of the CDSA as well as their Provincial Association/Producer Group.
7.3.3 The representative shall:
a) Become a director of this association;
b) Have the privilege of having his name stand as a candidate for either President or Vice President of this association;
c) Have the privileges and responsibilities associated with the office of Director; and
d) Be the liaison between the association and the Provincial association/Producer Group which he represents.
The Second Representative shall:
a) Become a director of the association, exercising all the duties and having the responsibilities and the same privileges as the representative if and when the representative:
1) Has been elected as President of Vice-President of the Association,
2) No longer holds office due to resignation, death, or expulsion.
7.4.1 Elections shall occur at a time and place determined by the Provincial Association but shall be held at such time as to comply with the requirements for becoming a Director on the CDSA board of Directors.
7.4.2 The methods and procedures of these elections are at the discretion of the provincial association providing they comply with the by-laws of their association.
7.4.3 The Secretary of this Association shall send to each provincial secretary of associated provinces at least one month prior to their scheduled election, a complete list of all residents of that province that are members in good standing of the CDSA.
Article 8 – Indemnification
The Directors, officers and employees of the Association may be indemnified by the Association against all expenses actually and necessarily incurred, including any judgment or award by such person or organization in connection with the defense of any action, suit, or proceeding to which such person or organization has been made a party by reason of being or having been such Director, officer, employee, unless such party or organization is adjudicated in such action, suit, or proceeding to be liable for gross negligence or willful misconduct in the performance of duty.
8.1.1 All decisions made by the Board shall be made in accordance with the spirit of the principles contained in the By-laws of the Association. The Board shall be responsible for initiating and exercising whatever actions are necessary for the promotion of the purposes of the Association.
Article 9 – Amending the By-laws
9.1 Amending the Bylaws
The Articles and By-laws of the Association may be altered and amended in the following manner.
9.1.1 After proposal of an amendment by a Director, the Board of Directors shall send to each member, thirty days (30) prior to the AGM or a SGM called for that purpose, a written notice specifying the points to altered or amended.
9.1.2 Members may vote in person or by proxy on such proposed alterations or amendments.
9.1.3 A 75% majority vote of the members voting will be required for an alteration or amendment to become effective. All such alterations and amendments shall be acted upon at the AGM or SGM of the Association.
9.1.4 No repeal or amendment shall be enforced or acted upon until it has received the approval of the Minister of Industry, Science and Technology.
Article 10 – Rules of Order
Roberts Rules of Order shall be used as the operative procedures for all meetings of this association.
Article 11 – Distributing Assets and Dissolving the Association
11.1 The Association will make the decision to dissolve the Association by special Resolution adopted by the membership. If there is no quorum, a quorum of the Board will make the decision.
11.2 The Association does not pay dividends or distribute its property among its members.
11.3 If the Association is dissolved, any funds or assets remaining after paying all debts are paid to a registered and incorporated charitable organization. Members select this organization by Special Resolution. In no event do any members receive any assets of the Association.
Article 12 – Interpretation
In these by-laws an in all other by-laws of the association hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number of the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.
Article 13 – Regulations and Procedures for the Registration of
Dorper/White Dorper Sheep
1. Standard of Type
This Association will follow the South African Dorper Sheep Breeders
I. Society standards. This will be the standard that all members will abide by and follow.
II. Fullblood Sheep that are of South African ancestry and that have not been upgraded from domestic stock are classified as "Full Blood", or 100% Dorper/White Dorper. Only Fullblood rams mated to Fullblood ewes can produce Fullblood offspring. Mating of Fullblood Dorper rams with White Dorper ewes, and vice versa, will nullify the Fullblood , or 100% designation. The offspring of such mating will allow them to be registered in the grading up program in accordance with CSBA and will give them a 50% rating.
III. Grading Up
Our association has approved the grading up program set out by the CSBA.
We will abide by the grading up rules and regulations set out by the CSBA.
Ewes will be considered purebred when they reach the percentage of 15/16 and rams will be considered purebred when they reach the percentage of 31/32.)