ByLaws2

ARTICLE IV

Officers

Section 1. Titles/Qualifications. The Officers of the Corporation shall include a President,
Vice President, Secretary and Treasurer and such other officers whose positions shall be created
from time to time by the Board of Trustees to perform such duties as may be prescribed by the
Board of Trustees. No officer shall execute, acknowledge, or verify any instrument in more than one
capacity if such instrument is required by law or by these by-laws to be executed, acknowledged or
verified by two or more Officers.

Section 2. Election. The Officers shall be elected by secret ballot (including proxies) by
direct voting of the general membership at the annual meeting.-

Section 3. Nominations. A Nominating Committee shall prepare a slate of one or more
nominees for each office. Nominations may also be made by write in ballet. The slate of nominees
submitted by the Nominating Committee shall be mailed to the General Membership at least 30 days
prior to the election. No person may be nominated who does not meet the eligibility requirements as
stated in Article 2. and who has not given a written consent to serve if elected to the Nominating
Committee.

Section 4 Duties. The duties and authority of the Officers shall be determined from time to
time by the Board. Subject to any such determination, the Officers shall have the following duties
and authority:

(a) The President shall be chief executive officer of the corporation, shall have general
charge and supervision over and responsibility for the affairs of the corporation, and shall preside at
all meetings of the Board. Unless otherwise directed by the Board, all other Officers shall be subject
to the authority and the supervision of the President. The President may enter into and execute in the
name of the corporation contracts or other instruments not in the regular course of business which
are authorized, either generally or specifically, by the Board. The President shall have the general
powers and duties of management usually vested in the office of president of a corporation. The
President may delegate from time to time to any other officer, any or all of such duties and authority.

(b) The Vice President shall have such duties and possess such authority as may be
delegated to the Vice President by the President and shall assume the powers of the Presidency in
the event of the incapacity of the President during the period of that incapacity.

(c) The Treasurer shall have the custody of the funds and securities of the corporation and
shall keep or cause to be kept regular books of account for the corporation. The Treasurer shall
perform such other duties and possess such other powers as are incident to the office or as shall be
assigned by the president or the Board. The Treasurer shall:

collect and receive or cause to be collected and received all monies due to the corporation, and
place or cause said monies to be placed in appropriate accounts in the name of the corporation and
disburse or cause to be disbursed monies therefrom in the payment of the just debts and obligations
of the Corporation.

keep or cause to be kept adequate and correct accounts of the assets, liabilities, receipts and
disbursements of The Cormo Sheep Conservation Registry, Inc which shall be made available to any
member of the organization upon request at the principal office of the Corporation.

serve as Registrar and maintain all records related to the registration of Cormo Sheep in the registry.
A copy of the complete registry is to be made available to members upon payment of their initial
membership fee. Updates of the registry will be provided annually upon payment of dues.

keep a copy of the Registry in a safe deposit box.

prepare an annual budget for approval of the Board of Trustees.

prepare a financial statement quarterly and present it to the Board of Trustees. The Board of
Trustees shall make a copy of the financial statements available to the general membership upon
written request and at the annual membership meeting.

prepare or cause to be prepared all tax returns both federal and state.

be the custodian of the corporate seal.

(d) The Secretary shall cause notices of all meetings to be served as prescribed in these
by-laws and shall keep or cause to be kept the minutes of all meetings of the Board. The Secretary
shall perform such other duties and possess such powers as are incident to the office or as shall be
assigned by the President or the Board. The Secretary shall:

keep or cause to be kept minutes of all meetings of the Board of Trustees and General Membership
Meetings. Such minutes shall be made available to all members upon request at the principal office of
the corporation.

keep or cause to be kept a record of all names and addresses of all members showing the status of
their membership and shall be custodian of all of the corporation's correspondence.

cause all notices to be given as provided by law, by the Certificate of Incorporation and/or these
By-Laws.

mail a ballot to all members in good standing at least thirty days prior to the annual meeting.

Section 5. Resignation and Removal. An Officer may resign by submitting his or her
resignation in writing to the President of the Board of Trustees. An Officer may be removed with or
without cause by the affirmative vote of two-thirds of the entire Board of Trustees . An Officer
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 6. Vacancies. Vacancies in the Officers shall be filled by appointment by the Board
of Trustees based on the recommendations of the Nominating Committee. Officers thus appointed
shall serve for the remainder of the vacated term.

ARTICLE V

Committees of the Board of Trustees

Section 1. General Provisions. There shall be six standing committee(s) of the Board of
Trustees: They shall be:

Breed Standards/Conservation Committee

Nominating Committee

Education & Publishing Committee

Fund Raising/Grants Committee

Fiber Arts/Shows/Festivals Committee

Outreach Committee

In addition to the provisions for standing Committees, the Board of Trustees, by resolution
approved by a majority of the entire Board, may appoint from among the Trustees one or more
committees, of one or more members (which may include persons who are not trustees, provided
that at least one member of each committee shall be a trustee and that any act of any committee
which has members which are not trustees shall be advisory, shall not bind the Board or the
Corporation and shall be subject to Board approval) each of which, to the extent provided in the
resolution, shall have and may exercise the authority of the Board, except that no such committee
shall:

(a) make, alter or repeal any by-law of the corporation;

(b) elect or appoint any Officer or Trustee, or remove any Officer or Trustee; or

The Board, by resolution adopted by a majority of the entire Board, may:

(a) fill any vacancy in such committee;

(b) appoint one or more persons to serve as alternate members of any such committee, to act in the
absence or disability of members of any such committee with all the powers of such absent or
disabled members of a committee;

(d) remove any members of such committee at any time, with or without cause.

A majority of each committee shall constitute a quorum for the transaction of business and the act of
the majority of the committee members present at a meeting in which a quorum is present shall be the
act of such committee. Each committee shall appoint from among its members a chairperson unless
the resolution of the Board establishing such committee designates the chairperson, in which case, in
the event of a vacancy in the chairperson, the Board shall fill the vacancy.

Actions taken at a meeting of any such committee shall be kept in a record of its proceedings which
shall be reported to the Board at its next meeting following such committee meeting, except that,
when the meeting of the Board is held within two days after the committee meeting, such report shall,
if not made at the first meeting, be made to the Board at its second meeting following such committee
meeting.

ARTICLE VI

Fiscal Year

Section 1. The fiscal year of the Corporation shall be January 1 - December 31.

ARTICLE VII

Amendment to By-laws

Section 1. These by-laws may be altered, amended or repealed by the Board subject to the
provisions of Article III, Section 9. Written notice of any such by-law change to be voted upon by
the Board shall be given not less than 10 days prior to the meeting at which such change shall be
proposed.

ARTICLE VIII

Conflicts of Interest

Section 1. No contract or other transaction between the Corporation and one or more of its
Trustees or Officers, or between the Corporation and any other corporation, firm, association or
other entity in which one or more of its Trustees or Officers are directors or officers, or have a
substantial personal, professional, political or financial interest, shall be approved by a vote of the
Board or any committee thereof if such Trustee or Trustees or Officer or Officers, (hereinafter
"interested Trustee or Trustees") are present at the meeting of the Board, or of a committee thereof,
which authorizes such contract or transaction, or his or her votes are counted for such purpose,
unless:

(a) The material facts as to such Trustee's or Officer's interest in such contract or transaction and as
to any such common directorship, officership or personal, professional, political or financial interest
are disclosed in good faith or are known to the Board or committee, and the Board or committee
authorizes such contract or transaction by unanimous written consent, provided at least one Trustee
so consenting is disinterested, or by a majority vote without counting the vote or votes of such
interested trustee or officer even though the disinterested Trustees are less than a quorum; or

(b) The material facts as to such Trustee's or Officer's interest in such contract or transaction and as
to any such common directorship, officership, or personal, professional, political or financial interest
are disclosed in good faith or are known to the Members entitled to vote thereon, if any, and such
contract or transaction is authorized by a majority vote of such Members.

ARTICLE IX

Additional Provisions

Section 1. Dissolution. Upon dissolution, after payment of all debts, no part of the
remaining assets may be distributed to any trustee, member or officer of the corporation but shall be
distributed in accordance with law, provided, however, that the distribution must be to another
organization exempt under the provisions of Section 501(c)(3) of the United States Internal Revenue
Code or to the United States, or a State or local government, for a public purpose. Any assets not
so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the
principal office of the organization is then located, exclusively for such purpose.

Section 2. Compensation. Neither Members, Trustees nor Officers shall receive any fee,
salary or remuneration of any kind for their services in such capacities, provided, however, that
Members, Trustees and Officers may be reimbursed for reasonable expenses incurred with approval
of the Board upon presentation of vouchers.

Section 3. Force and Effect of By-laws. These by-laws are subject to the provisions of
the New Jersey Nonprofit Corporation Act (the "Act") and the Certificate of Incorporation as they
may be amended from time to time. If any provision in these by-laws is inconsistent with a provision
in the Act or the Certificate of Incorporation, the provision of the Act or the Certificate of
Incorporation shall govern to the extent of such inconsistency.