I.1 The purpose of the WWGA is to assist or support its members in any appropriate activity that would benefit them in the business of sheep, lamb and wool, goat or livestock production in the state of Wyoming. In furtherance of that purpose, the following are the stated objectives of the WWGA:

a) To protect, preserve, promote and enhance the sheep, lamb, wool, goat and livestock industries of Wyoming, as well as the ranching communities and lifestyle of Wyoming and the West.

b) To care for, enhance and add value to the natural resources of the state of Wyoming.

c)To promote beneficial legislation in the interests of sheep, goat and/or livestock producers and their associated industries, and to endeavor to prevent the enactment of any legislation harmful to them.

d) To promote policies that are beneficial to members and their associated industries in areas of public lands, wildlife damage, import/export, water, animal care and husbandry, and other relevant issues.

d) To prevent unfair and unjust discrimination in the enforcement of laws affecting sheep, goat and/or livestock producers and their associated industries.

e) To develop and secure optimum markets for sheep and other livestock, and their products, and to promote and improve marketing opportunities or systems.

f) To work in cooperation with other state and national organizations, agencies, and institutions on any issues and programs beneficial to the members of WWGA as well as the health, welfare and advancement of the sheep, goat and livestock business and the animals which are vital to it.

II. 1 Classes: The Wyoming Wool Growers Association is a membership Association. Any person or entity committed to supporting the purpose and objectives of the Association and who is interested or engaged, either directly or indirectly, in production of sheep and wool, goats or livestock is eligible for membership in the Association upon payment of prescribed dues. The Association shall have two classes of members: Active and Associate.

II. 2. Active Members: The active membership of the Association shall consist of persons or entities who own sheep, goats or livestock or are otherwise actively engaged in the production of sheep, wool, goats or livestock, who agree with the purposes and objectives of the Association and who pay the appropriate dues as set by the membership. Each active member shall be entitled to one (1) vote at all regular or special meetings.

II. 3 Producer Associate Members: Sheep, goat or livestock producers that do not want voting rights may join as non-voting producer associate members. The dues assessment will reflect the reduction of voting rights. Non-voting members will not be able to vote or hold office.

II. 4 Associate Members: Associate members are supporters of the Association not actively engaged in the production of sheep and wool, goats or livestock.. Associate members are entitled to all rights and privileges of the Association, except the right to vote and to hold office.

II. 5 Dues: The annual dues of members of this Association shall be determined by the members at the annual membership meeting. Annual membership dues shall be due January 1st of each year and shall become delinquent if dues are not paid by July 1 of that year, and such member shall no longer be entitled to the benefits of the Association.

II.6 Duties: It shall be the duty of each member of the Association to attend, as far as practicable, all meetings of the Association, and pay all dues and assessments that may be imposed; to make every endeavor to advance the interests of the Association and to maintain a strict observance of all by-laws, rules, regulations and resolutions, as may be adopted for the governance of the Association.

II.7 Termination of Membership: The Board of Directors may terminate the membership of any member if it determines that said member is acting in a manner that is contrary to the best interests of this Association and/or contrary to the Association’s By Laws or policies. Such termination shall be based upon a majority vote of the members of the Board of Directors present at a duly called meeting at which a quorum is present. In the event of termination of a membership, a prorated portion of the members current annual dues, based upon the date of termination, shall be returned to the member. Any and all rights granted to a member by these By Laws shall also terminate upon date of such action by the Board of Directors.

III.1 Annual Meetings: The annual meetings of the Association for the transaction of business as may properly come before the Association, shall be held during the fourth quarter of the calendar year at a time and place specified by the membership, the Board of Directors or the President of the Association.

III.2 Special Meetings: Special meetings of the membership for any purpose or purposes may be called at any time by the President of the Association or by at least ten (10) members of the Board of Directors, at such time and place as the President or Board of Directors may prescribe.

III.3 Notice of Meetings: Written or printed notices stating the date, time and place of the meeting, the purpose or purposes for which the meeting is called, shall be published not less than twenty (20) days before the date of the meeting.

III.4 Proxies: Proxies shall not be allowed.

IV.1 Powers and Qualifications: The business and affairs of the Association shall be managed by a Board of Directors, whose qualifications shall be the same as for active members as prescribed in Article II.1 and II.2.

IV.2 Membership: .The Board of Directors shall be comprised of the Executive Board, along with Committee Chairpersons (including all “Co” and “Vice” Chairs), the President of the Auxiliary, and the immediate past WWGA president.

IV.3 Term of Office: Members of the Board of Directors must be active members in good standing of the Association. The term of office for members of the Board of Directors shall coincide with their elected or appointed terms, or until their successor shall have been appointed and duly qualified.

IV.4 Absentees: The absence of a Board member from three (3) consecutive Board meetings without an excuse deemed valid by the Board of Directors automatically makes the Director ineligible for re-appointment to a consecutive term.

IV.5 Management: The Board of Directors shall exercise oversight over the affairs of the Association; except during the time when the Association membership is in session, and shall do any and all things that, in the judgment of a majority of the Board of Directors, are necessary to be done in the interests of the Association, and to carry out the purposes of the Association.

IV.6 Number of Meetings: The Board of Directors shall meet at least twice a year.

IV.7 Quorum: A minimum of six members of the Board of Directors present at a duly called meeting shall constitute a quorum for the transaction of business, but the Board of Directors may appoint subcommittees with authority to act in special cases. The vote of a majority of the votes entitled to be cast by the Board members present, at which a quorum is present, shall be necessary for the adoption of any matter voted upon by the Board.

IV.8 Proxies: Proxies shall not be allowed.

V1 Executive Board: The Executive Board of the Association shall consist of the President, the President-elect, four (4) Regional Vice-Presidents nominated and elected from their regions, three (3) Vice Presidents elected at large and the President of the Auxiliary. Members of the Executive Board must be active members in good standing of the Association. The Executive Board shall manage the affairs of the Association including the hiring and fixing of salaries of employees, offering awards, auditing accounts and any other appropriate business of the Organization. The Executive Board shall have and exercise such authority of the Board of Directors in the management of the Association as may be specified in resolutions passed by the Board of Directors, provided that no such committee shall have the authority of the Board of Directors in reference to the Association. The designation of such a committee and the delegation thereto of authority shall not operate to relieve the Board of Directors of any responsibility imposed upon it.

V.2 Term of Office: The term of office for members of the Executive Board shall coincide with their elected or appointed terms, or until their successor shall have been appointed and duly qualified.

V.3 Number of Meetings: The Executive Board shall be called into meetings at least four (4) times a year and special meetings at the call of the President.

V.4 Quorum: A majority of the members of the Executive Board shall constitute a quorum for the transaction of business, but the Executive Board may appoint subcommittees with authority to act in special cases. A majority of the votes entitled to be cast by the Executive Board, at which a quorum is present, shall be necessary for the adoption of any matter voted upon by the Executive Board.

V. 5 Vacancy: Any vacancy occurring during the year will be filled by the President until the next annual election.

V.6 Absentees: The absence of an Executive Board member from three (3) consecutive Executive Board meetings without an excuse deemed valid by the other members of the Executive Board automatically makes the Executive Board member ineligible for re-appointment to a consecutive term.

VIII. 1 Officers Enumerated: The officers of the Association shall be a President, President-elect, and seven (7) Vice Presidents who are active members in good standing who shall hold their respective offices until their successors are elected and shall have been qualified. In addition, a Secretary and Treasurer may be appointed by the President and shall serve at the pleasure of the Board. They need not be Active Members of the WWGA. The same person may fill the offices of Treasurer and Secretary and that person may be the Executive Vice President.

VIII.2 The President: It shall be the duty of the President to preside over all meetings of the Association, the Board of Directors and the Executive Committee and see that rules and regulations are enforced; that all officers perform their duties; and to perform such other duties as may be required by the Association. The President shall be elected by the membership at the annual meeting and may not serve more than two consecutive annual terms of office.

VIII.3 President-elect: The President-elect shall be next in line for the Presidency and shall work closely with the President. In the absence or disability of the President, the President-elect shall be elected by the membership at the annual meeting. The President-elect shall have served at least one term as a vice-president.

VIII.4 Vice Presidents: There shall be four (4) Regional Vice Presidents elected from regions as defined by the Board of Directors, and three (3) Vice-Presidents elected at large. It shall be the duty of the Vice Presidents to represent the particular interests of their respective regions, while furthering the goals of the Association. Each of the four (4) Regional Vice Presidents shall be elected by members present from their respective regions at the annual state meeting. The three (3) Vice Presidents elected at large will be elected from the members present at the annual state meeting. Vice Presidents shall serve no more than two (2) consecutive two (2) year terms.

VIII.4a Election of Vice Presidents: Four (4) Vice Presidents will be elected on the odd numbered years and three (3) Vice Presidents on even numbered years.

VIII.5 Secretary: It shall be the duty of the Secretary to keep a correct record of the proceedings of each meeting of the Association, the Board of Directors or the Executive Committee; to collect all monies due the Association and pay the same over to the Treasurer; to make an annual report to the Association of its condition and the work accomplished by it during the preceding year; and to perform such other duties as may be required by the Association, the Board of Directors or the Executive Board. The Secretary may be appointed by the President and may be the Executive Vice President of the Association.

VIII.6 Treasurer: The Treasurer shall be bonded and it shall be the duty of the Treasurer to receive all monies collected by the Association, to keep a correct account of the same, and to report the financial condition of the association at each annual meeting to the Board of Directors when requested by the Board of Directors to do so. The Treasurer may be appointed by the President and may be the Executive Vice President of the Association.

VIII.7 Executive Vice President: The Executive Vice President shall be an employee of the Association and will serve at the pleasure of the Executive Board. They will be a non-voting member of the Board of Directors, the Executive Board and Executive Committee.

IX. 1 Committee Chairpersons: The President shall appoint all standing committees and standing committee chairpersons. The term of appointment shall not exceed the term of the appointing officer. The President shall be an ex-officio member of all committees.

IX.2 Committee Members: All committee members shall be active members in good standing of the Wyoming Wool Growers Association.

IX.3 Committee Function: It shall be the function of the committees to make recommendations to the officers and Board of Directors and Executive Board to carry on such activities as may be delegated to them by the President or the Board of Directors.

X. I Association Financial Transactions: All financial transactions of the Association shall be audited annually by a committee appointed by the Board of Directors. All financial transactions of the Association may be audited by an outside Certified Public Accountant following a majority vote of the Board of Directors.

X.2 Financial Statement: A financial statement and proposed budget of the Association shall be submitted at each annual meeting and approved by the members.

X.3 Fiscal Year: The fiscal year of the Association shall be October 1 to September 30.

X.4 Insurance products: The Association may arraign to offer insurance products for purchase to its members, their families and employees. Administration of this insurance program shall be handled by the Executive Vice President and overseen by the Executive Board of the Association. The Executive Vice President shall be duly licensed by the State of Wyoming to sell any insurance products offered through the Association’s program.

X.5 Loans Prohibited: No loans shall be made by the Association to any officer, director or member.

X.6 Borrowing Money: The President, President-elect and the Treasurer are authorized to borrow money against the assets of this Corporation (excluding receivables) with full authority to endorse, assign and guarantee the same on behalf of the Corporation, provided that the total amount of said borrowed monies shall at no time exceed $5,000 and that no such loan shall be for a period in excess of six months.

In addition to the above, the Board of Directors, by a majority vote of those Board members present at a duly called meeting, may authorize the above-named officers to borrow money against the assets of the Corporation. The signatures of all three above-mentioned officers are required for any authorization to borrow.

X.7 The Association shall operate under a balanced budget.

The order of business at all meetings of the Association shall be as follows:

1. Roll call of officers and members

2. Reading of minutes of preceding meetings

3. Reports of officers, Executive Committee and Board of Directors

4. Reports of special committees

5. Reports of standing committees

6. Reading of communications

7. Unfinished business

8. New business

9. Election of officers

10. Miscellaneous

Section 1. Association policy will be determined by the adoption of properly presented "Policy Resolutions." Any WWGA member may submit policy resolutions to the appropriate standing committee for consideration. All policy resolutions must be reviewed by the Resolutions Committee before being presented to the membership for approval. The Resolutions Committee will also screen all policy resolutions to determine if any are actually "directives" rather than "resolutions." All policy resolutions and directives must be approved by a majority vote of the membership present at the annual business meeting before being adopted as official association policy.

Section 2. Interim policy resolutions may be adopted by the Board of Directors or Executive Board through a majority vote of those present provided the entire Board has received a written copy of the proposed resolution prior to the Board of Directors or Executive Board meeting where said resolution is being considered. These interim policy resolutions will be reviewed prior to the annual meeting by the appropriate committee and the resolutions committee before being submitted to the membership for adoption as policy.

Section 3. All policy resolutions which are adopted will have an effective life of 4 years. At the expiration of this time, the resolution will be reviewed by the standing committee from whence it originated or to which it pertains. This committee will be responsible for recommending to the Resolutions Committee one of the following action: 1) Re-adoption "as is"; 2) Re-adoption with changes; 3) Removal from the policy book.

Section 4. Association directives may be adopted to direct the Association to take specific actions. Directives do NOT represent on-going Association policy. Directives may be presented to the Resolutions Committee in the same manner as policy resolutions. All directives approved by the Resolutions Committee will be forwarded to the membership for final approval. Directives will have an effective life of no more than one year and may be reviewed regularly by the Board of Directors.