ARTICLE I- Purposes
Cormo Breeders Coalition, Inc. (hereinafter called the “Corporation”) is organized exclusively for the purposes
of promoting the common business interests of its Members and to improving the agricultural conditions of
persons who are engaged in raising Cormo sheep and related pursuits in the United States. The Corporation
shall seek the betterment of conditions for persons who engage in raising Cormo sheep and to promote the art,
science and efficiency of raising Cormo sheep. The Corporation shall act to promote interest in the Cormo breed
and to maintain the breed’s purity. The Corporation shall establish, maintain and publish authoritative records,
registers and transfers of the Cormo breed. The Corporation shall seek to promote positive industry awareness,
cultivate relationships and foster the professional development of its Members by providing educational
opportunities, information and a forum for collaboration among the Cormo breeding community.
ARTICLE II-RESTRICTIONS
Section 1: The Corporation shall devote its efforts to improving agricultural and livestock conditions within
the Commonwealth of Virginia and the United States and it shall not perform particular services for individual
persons. The Corporation shall not engage in a regular business of any kind ordinarily carried on for profit. The
Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from
federal income tax under section 501(c)(5) of the Internal Revenue Code.
Section 2: The Corporation’s principal purpose shall not be to participate in, or intervene in (including the
publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for
public office.
Section 3: No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to,
its directors, trustees, officers or other private persons, except that the Corporation shall be authorized and
empowered to pay reasonable compensation for services and to make distributions in furtherance of its exempt
purposes as set forth in Article I.
Section 4: Upon dissolution, the assets of the Corporation shall be distributed to a non-profit agricultural
entity or other deserving non-profit entity as determined by the Board.
ARTICLE III-Membership and Voting
Section 1: The Corporation shall have “Full Members”. Full Members shall pay any dues set by the Board of
Directors and shall be persons who own one or more non-horned Cormo sheep with a pedigree of three known
generations from any Cormo organization, or persons who have bred Cormo sheep privately and possess
accurate records. Full Members must be engaged in the day-to-day care of their sheep. Cormo breeders of
other Cormo organizations may co-register with the corporation, provided ethical and pedigree standards are
maintained. A process for registering Cormos bought from a commercial flock is in place in the policies section.
Section 2: “Associate Members” shall pay any dues set by the Board of Directors and shall be persons who are
interested in the Cormo breed and proper breeding practices.
Section 3: Full Members and Associate Members must adhere to all Policies adopted by the Board of Directors.
The Current Policies adopted by the Corporation are attached hereto as “Policies” in Appendix A.
Section 4: Full Members shall have the right to elect directors at the Corporation’s Annual Meeting. When
voting for directors, each household has one vote.
Section 5: Associate Members shall not have a right to vote for the election of directors.
Section 6: Both Full Members and Associate Members shall be entitled to participate in the Corporation’s
activities, programs and forums.
ARTICLE IV-Directors
Section 1: The initial Board of Directors of the Corporation (the “Board”) shall be appointed by the
incorporator and thereafter the directors shall be elected at the Annual Meeting of Members each year. The
Board shall consist of four (4) Full Members and at the Annual Meeting, the four persons who garner the most
votes of Full Members shall be elected directors. The number of directors may be increased to a maximum of
five (5) Full Members, by majority vote of the Board. Directors shall hold office until their successors are
elected and have qualified. If a director resigns, the Board shall appoint a replacement by majority vote. A
chairperson of the Board shall be elected amongst the Board members.
Section 2: Any director of the Corporation may resign at any time by giving his or her resignation to any officer
of the Corporation. Unless otherwise specified therein, the acceptance of a resignation shall not be necessary to
make it effective.
Section 3: Any or all of the elected directors may be removed, either with or without cause, by a vote of two-
thirds of the entire Board present at any meeting, provided that the proposed action was referred to in the
notice for such meeting.
Section 4: No director as such shall receive any compensation, either by way of salary, fees for attendance at
meetings, or otherwise, or shall be reimbursed for his or her expenses, except pursuant to authorization of the
Board. This section shall not preclude any director from serving the Corporation in any other capacity or from
receiving compensation for such services and reimbursement for his related expenses.
Section 5: Meetings of the Board shall be held at such times and at such places as may be determined by action
of the Board or in the absence of such action by any two directors, the chairman of the Board or the president
pursuant to such notice as is required by Section 8 hereof.
Section 6: Notice of the time and place of each meeting of the Board shall be given by the chairman of the Board,
the president or the secretary, or by the two members of the Board calling the same to each member of the
Board not less than ten (10) days before the meeting by emailing the notice or mailing the notice, postage
prepaid, addressed, to each member of the Board at his or her residence or usual place of business. Notice of a
meeting of the Board or a committee thereof need not be given to any director who submits a signed waiver of
notice, whether before or after the meeting. The attendance of any director at a meeting of the Board or a
committee thereof without protesting prior thereto or at its commencement the lack of notice to him or her shall
constitute a waiver of notice. The meeting shall be duly called and held if notice is given to, or is waived by, all
absent directors.
Section 7: At all meetings of the Board, except as otherwise provided by law, the certificate of incorporation or
these by laws, a quorum shall be required for the transaction of business and shall consist of not less than a
majority of the entire Board, and the vote of a majority of the directors present shall decide any question that
may come before the meeting. A majority of the directors present at any meeting, although less than a quorum,
may adjourn the same from time to time, without notice other than announcement at the meeting.
Section 8: The order of business and all other matters of procedure at every meeting of directors may be
determined by the presiding officer, who shall be the chairperson of the Board of Directors. Any action required
or permitted to be taken by the board of directors may be taken without a meeting if all members of the Board
or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and
the written consents thereto shall be filed with the minutes of the proceedings of the board or the committee.
Section 9: The Board shall appoint a President, Vice President, Secretary, Treasurer and a Trustee, to serve
three year terms. A member of the Board may also serve as officers of the Corporation and one person may
hold more than one office as an officer. If only three persons are serving as officers, the Board may appoint a
second Trustee, so that there are five persons comprising the Coalition Board.
ARTICLE V-Officers
Section 1: The officers of the Corporation shall be elected by the Board and may include: a president, a vice-
president, a secretary, a treasurer, a trustee and such additional officers as the board may deem desirable.
Such additional officers shall exercise such powers and perform such duties as usually pertain to their respective
offices or as are properly delegated or assigned to them from time to time by the Board.
Section 2: The officers of the Corporation, unless otherwise determined by the directors, shall hold office for
three year terms or until their successors are elected and have qualified. Any officer may be removed at any
time with or without cause by the board of directors. Vacancies in any office shall be filled by the Board.
Section 3: The president shall be the chief administrative officer of the Corporation and shall have the general
powers and duties of supervision and management of the Corporation. The president shall perform all such
other duties as usually pertain to the office or are properly required by the Board. The president shall preside
over all meetings of the Coalition Board. The Coalition Board shall be comprised of the officers of the Corporation
as well as or one or two Trustees. The Coalition shall periodically meet and discuss the day-to-day operations of
the Corporation and shall report to the Board.
Section 4: The secretary shall issue notices of all meetings of directors where notices of such meetings are
required by law or these by laws. The secretary shall attend all meetings of the Board and the Coalition and
keep the minutes thereof. The secretary shall affix the corporate seal to and sign such instruments as require
the seal or his or her signature and shall perform such other duties as usually pertain to the office or as are
properly required by the Board.
Section 5: The treasurer shall have the care and custody of all monies and securities of the Corporation. The
treasurer shall keep full and accurate accounts of all the monies received by him or her and paid by him or her
on account of the Corporation. The treasurer shall make and sign such reports, statements and instruments as
may be required by the Board or by the laws of the United States or of any state in which the Corporation
operates, and shall perform such other duties as usually pertain to the office or as are properly required by the
board of directors. The treasurer shall also act as Registrar of the Corporation and shall create and maintain a
registration of pedigrees and a registry of Cormo sheep and their registry histories. The treasurer shall oversee
the registry process and procedures and report to the president and the Board. The treasurer shall be paid
reasonable compensation to register Cormo sheep and maintain registry histories.
Section 6: A trustee or trustees shall be appointed by the Board and shall work with and advise the officers in
the day-to-day conduct of the affairs of the Corporation. A trustee or trustees must be Members of the
Corporation and preferably not have a familial relationship with any of the Corporation’s officers or directors.
The Trustee or Trustees shall be allowed to vote on the Board issues.
Section 7: The compensation of all officers, if any, shall be fixed by the Board.
ARTICLE VI-Indemnification
The Corporation may indemnify each person made or threatened to be made a party to any action or
proceeding, whether civil or criminal, by reason of the fact that such person is or was a director, trustee or
officer of the Corporation, or, while a director, trustee or officer, serves or served, at the request of the
Corporation, against judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including
attorneys’ fees, incurred in connection with such action or proceeding, or any appeal therein. There shall be no
such indemnification if a judgment or other final adjudication adverse to such person establishes that his or her
acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the
cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to
which he or she was not legally entitled.
ARTICLE VII-Miscellaneous
Section 1: The fiscal year of the Corporation shall be May 1 to April 30 unless otherwise provided by the Board.
Section 2: The principal office of the Corporation shall be 12350 Barbee Road, Bristow, VA 20136-1601, or such
other place as the Board shall designate.
Section 3: These by laws may be added to, amended, or repealed either by at least two thirds of the directors
present at any regular meeting or any special meeting, if at least ten (10) days’ written notice is given of
intention to add to, alter, amend or repeal at such meeting.
Section 4: If any provision in these By-Laws is determined to be unenforceable by a court of competent
jurisdiction, the remaining provisions of these By-Laws shall be enforced.
APPENDIX A-POLICIES:
The Downie Standard:
BODY: Upstanding open faced sheep of sound conformation and constitution.
COLOR: The Cormo is a white sheep. No black spots in wool or brown legs are acceptable. Small dark spots on
nose are acceptable.
HORNS: The Cormo is a polled breed and horns are not acceptable.
ACCEPTABLE WEIGHTS: Ewes: 120-160 lbs. Rams: 160-200 lbs.
SKIN: Skin should be loose with some loose neck wrinkles acceptable, but bodies should be free of wrinkles.
FLEECE: Sample from mid-side 17-23 micron. Consistent wool with 90% of wool within a two micron range.
Staple length 3.5” to 5.5”. Dense soft wool. Fleece weight mature ewe 5-8 lbs.
Annual Dues:
Annual dues shall be paid to the Treasurer by May 1 of each year. Yearly dues shall be initially set at $25 per
Full Member/Family. Full Members must be in good standing before their sheep can be registered. Associate
Members’ dues shall be $5.00 per year.
Pedigrees:
The cost of each pedigree shall be $5.00.
Unethical Behavior:
Unethical behavior shall be: willfully misrepresenting a sheep’s pedigree; engaging in dishonest conduct with
regard to the sale of sheep; and voicing or writing untrue statements about the Corporation’s Members, their
Cormo sheep and/or their breeding practices. Any Member who is alleged by another Member to be acting in
an unethical manner, shall have their matter brought before the Board for discussion and disposition. If the
Board finds that any Member acted in an unethical manner, the Member shall lose his/her right to be a member
of the Corporation.
Registering Cormos Bought From A Commercial Flock:
Cormos bought from a commercial flock should have the tag numbers from the farm of the dam and sire.
Pictures and wool samples will be sent to Kevin Ford for evaluation at the owner’s expense. That evaluation will
be sent to the Board for final approval. If those commercial Cormos are in previous generations, their offspring
will be evaluated with pictures and wool samples. Kevin Ford is a well-known blade shearer on the East Coast
with experience in evaluating wool. He shears Cormos up and down the East Coast region. He writes a column
on wool for Sheep magazine.
All rights reserved. Cormo Breeders Coalition, inc.
| Cormo Breeders Coalition, Inc By-Laws |
 |  |  |