ByLaws1

Adopted: January 23, 2002

BY-LAWS OF

THE CORMO CONSERVATION REGISTRY , INC.

ARTICLE I

Name and Incorporation

Section 1. Name. The name of the corporation is

The Cormo Sheep Conservation Registry, Inc. (It is hereafter referred to as "the Corporation."

Section 2. Purposes. The Corporation shall be a non-profit corporation organized under the laws of
the State of New Jersey and its purposes are exclusively charitable, scientific and educational as set
forth in the Certificate of Incorporation. The purposes include:

1. To encourage the conservation of the Cormo Sheep breed in the United States and work
with other conservation organizations to obtain a census of the remaining Cormo Sheep in the United
States; and

2. To provide educational opportunities and educational materials to promote the
conservation of the Cormo Sheep breed; and

3 To maintain a registry for Cormo Sheep and keep all records of all animals recorded in the
registry, issue certificates covering the same; and

4. To provide support for scientific research in sheep genetics and management; and

5. To provide support to 4H and Future Farmers of America sheep projects.

Section 3. Location. The principal offices of the Corporation shall be in Wrightstown, New
Jersey or such other location as the Trustees may from time to time determine.

ARTICLE II

Members

Section 1. Members.

1. Non-Discrimination Policy the Cormo Sheep Conservation Registry, Inc. shall admit
members of any race, religion, sex, nationality and handicapping condition to all the rights, privileges,
programs and activities generally accorded or made available to it's members and shall not
discriminate on the basis of any of the above in the administration of it's educational policies,
scholarship and other administrated programs.

2. Classes of Membership and Qualifications

a) Cormo Owner/Breeder This individual must own at least one corporation registered
Cormo Sheep. This member class has one vote in general membership elections and is eligible to
serve on the Board of Trustees.

b) Associate Member This individual supports the purposes of The corporation but does
not own any registered Cormo Sheep in the registry of The Cormo Sheep Conservation Registry,
Inc. This member class does not have voting rights and is not eligible for membership of the
Nominating Committee and may not serve on the Board of Trustees.

3. Termination or Resignation of Membership The Board of Trustees may terminate a
membership of a person found to engage in unethical behavior as determined by the Board regarding
the registration of Cormo Sheep or for violating the purposes of the corporation. Payment of dues
exceeding thirty days from due date will also result in termination of membership. A member may
resign in writing at any time but will not receive refund of dues.

4. Advisory Board An Advisory Board shall be formed consisting of scientists,
professors, veterinarians, sheep breeders and people from the fleece/fiber interests to provide expert
guidance to the corporation.

ARTICLE III

Board of Trustees

Section 1. Number. The Board of Trustees shall consist of not less than four nor more than
seven persons .

Section 2. Powers. The Board of Trustees shall have all powers and authority necessary for
the management of the business, property and affairs of the Corporation, to do such lawful acts and
things as it deems proper and appropriate to promote the objectives and purposes of the
Corporation. The Board of Trustees may delegate, as necessary from time to time, responsibility for
such affairs, business and property to its Officers or Trustees.

Section 3. Election. The initial Trustees are set forth in the Certificate of Incorporation and
the President and Secretary shall serve for three years. The Vice President and Treasurer shall serve
for two years. All successor Trustees shall be elected annually at the annual Membership meeting,
to be held in February, and shall serve for two year terms each and until their successors are elected
and qualified. The first election shall take place in February 2002. One new Trustee Shall be elected
in 2003 increasing the Board to five members and shall serve for two years. A person must give
permission in writing prior to being placed on the ballot by the Nominating Committee. No Trustee
may serve more than two consecutive terms in the same office.

Section 4. Resignation and Removal. A Trustee may resign by submitting his or her
resignation in writing to the President of the Board of Trustees. A Trustee may be removed for
cause by the affirmative vote of two-thirds of the entire Board of Trustees [or by a proportion of the
Board as you may designate] .OR A Trustee may be removed with or without cause by the
affirmative vote of a majority of the votes cast by the members entitled to vote for the election of
Trustees. A Trustee whose removal is to be considered shall receive at least two weeks' notice of
such proposed action and shall have the opportunity to address the Board regarding such action
prior to any vote on such removal.

Section 5. Vacancies. Vacancies in the Trustees shall be filled by appointment by the Board
of Trustees based on the recommendations of the Nominating Committee. Trustees thus appointed
shall serve for the remainder of the vacated term.

Section 6. Annual Meeting and Regular Meetings. A regular meeting of the Members
and the Board for the election of Trustees and such other business as may come before the meeting
shall be held in May of each year upon not less than ten nor more than sixty days' written notice of
the time, place and purposes of the meeting at the principal office of the corporation, or such other
time and place as shall be specified in the notice of meeting. An annual meeting of the Board shall
immediately follow the annual meeting of Members at the same place to elect officers and to take
such other action as shall come before the meeting. The Members and the Board may provide for
additional regular meetings which may be held without notice by resolution adopted at any meeting of
the Members or the Board.

Section 7. Special Meetings of the Members and the Board. Special meetings of the
Members or the Board for any purpose or purposes may be called at any time by the President or
by any three of the Trustees. Such meetings of Trustees shall be held upon not less than four days'
notice given personally or by telephone , fax ,e-mail or upon not less than ten days' notice given by
depositing notice in the United States mails, postage prepaid. Such meetings of Members shall be
held upon not less than ten nor more than sixty days' notice given by depositing notice in the United
States mails, postage prepaid. Such notice shall specify the time and place of the meeting.

Section 8. Meeting by Telephone. The Board or a committee* of the Board may
participate in a meeting of the Board or such committee, by means of a telephone conference call or
any other means of communication by which all persons participating in the meeting are able to hear
each other.

Section 9. Quorum. A majority of the Trustees shall constitute a quorum of the Board for
the transaction of business. A majority of the Members present or voting by proxy shall constitute a
quorum of the Members for the transaction of business. The act of the majority of the Members or
Trustees at a meeting at which a quorum is present shall be the act of that body (except that the act
of a majority of the entire Board shall be required in the event that the Board of Trustees is voting on
any amendment to these by-laws or the Certificate of Incorporation. Also see Sections on removal
of Trustees and Officers for required majority in those cases).

* Persons who are not trustees should not be members of a committee if the committee will have the
power to bind the corporation to any act. Accordingly, if the committee will merely report to the
Board, the committee may include non-trustee members.