1. NAME.
(a) The name of the Group is the Portland Sheep Breeders Group (“the Group”).

(b) For the purposes of this Constitution, the term “Portland Sheep” shall mean sheep registered in the Combined Flock Book as Portland Sheep.

2. OBJECTIVES.
The object of the Group is to engage in any such activities as are necessary to enable the breeders of Portland Sheep and others to work together for the benefit, conservation, and promotion of the breed.

3. BREED STANDARD.
(a) The Rare Breeds Survival Trust (the Trust) is the official registration authority for the Portland sheep breed. To assist the Trust in the promotion of the breed, the Group shall draw up a Breed Standard and submit it to the Trust for approval and adoption as the Breed Standard for Portland Sheep. The Trust have agreed that, should they wish to propose modifications, the acceptability of such changes will be confirmed with the Group before these are formally adopted.

(b) Proposals for alterations to the Breed Standard may be originated by the Group or by the Trust. In either case, all such alterations shall be approved by a majority of members of the Group voting at a General Meeting of the Group before being formally submitted for adoption by the Trust.

(c) The Breed Description published in the Combined Flock Book for 2005 is deemed to have been adopted as the Breed Standard until such time as it is altered in accordance with the provisions of (a) and (b) above.

4. MEMBERSHIP.
(a) Every person who applies for membership shall become a member if he/she is elected as such by the Committee.

(b) If the Committee shall refuse to elect an applicant to membership it shall state its reasons for failing to do so and give the applicant an opportunity to make representations on the same as to why he/she should be elected to membership.

(c) The Secretary shall keep a Register of Members and enter in it the names and addresses of all persons who become members.

(d) A person shall cease to be a member
(i) on giving written notice of resignation
(ii) if he/she fails to pay his/her due subscriptions within six months of the due date on which payment becomes due.
(iii) if the Committee resolves by a majority of three quarters of those present to remove him/her from membership by reason of his/her having committed some act or been guilty of behaviour inconsistent with membership of the Group.
(e) A person excluded from membership under (d) (iii) hereof may appeal against his/her exclusion to the Annual General Meeting of the Group next following the date of his/her exclusion.

5. OFFICERS.
(a) The Officers of the Group shall be a Chairman, Secretary, and Treasurer.

(b) The Officers shall be elected by the Annual General Meeting of the Group in each year.

(c) The Chairman shall not be eligible to hold that office for more than three consecutive years.

(d) Nominations for each office may be made by the Committee or shall be given by any member to the Secretary in writing not less than 21 days before the relevant Annual General Meeting and shall be signed by or on behalf of the proposer, seconder and the candidate.

6. THE COMMITTEE.
(a) The Committee shall consist of the Officers, six elected members, and such number of co-opted members as the Committee shall think fit up to a maximum of three.

(b) The elected members shall serve for terms of three years and shall be eligible for re-election at the conclusion of their terms of office.

(c) Nominations for Committee Membership may be made by the Committee or shall be given by any member to the Secretary in writing not less than 21 days before the relevant Annual General Meeting and shall be signed by or on behalf of the proposer, seconder and the candidate.

(d) All members of the Group shall be entitled to vote at General Meetings of the Group and for the election of Committee Members on the basis of one vote per subscription paid.

(e) Any person unable to attend a General Meeting to vote on any resolution may vote in absentia either by writing to the Secretary or by appointing a proxy to vote at General Meeting.

(f) Unless it is impracticable so to do the Committee shall ensure that information concerning all candidates for Committee membership shall be circulated to the members of the Group prior to the Annual General Meeting.

(g) Any casual vacancy on the Committee (including that of an Officer) shall be filled by the Committee until the next Annual General Meeting following the vacancy arising.

(h) The Committee may co-opt members as it thinks fit in accordance with 7 (a) hereof; co-opted members shall serve until the date of the Annual General Meeting following the date of co-option and shall be eligible to be co-opted for further terms as the Committee thinks fit.

(i) A quorum for meetings of the Committee shall be 5 of whom 2 shall be Officers of the Group.

(j) The Committee shall be responsible for the management of all the affairs of the Group.

7. REMUNERATION.
No member of the Group shall receive any remuneration other than the reimbursement of expenses actually incurred for acting as an officer or committee member of the group save and except that if it be the case that the Auditor is a member of the Group it shall be proper for him/her to charge for his/her performance of his/her duties.

8. SUBSCRIPTIONS.
(a) The Annual Subscription payable for Membership or Associate Membership of the Group shall be in such sum as the AGM of the Group shall deem fit and shall be payable in advance on the 1st day of April in each year.

(b) A person elected to membership of the group after October 1st shall pay one half the subscription for the remainder of the period until the 1st day in April next following his/her election.

9. FINANCIAL YEAR AND ACCOUNTS.
(a) The financial year of the group shall end on the 30th day of June.

(b) As soon as practicable after the end of the financial year there shall be prepared a statement of assets and liabilities of the Group at the end of the financial year and a statement of income and expenditure during that year which statement shall be audited by the auditor not less than 28 days before the Annual General Meeting.

(c) Copies of the statements of accounts (audited if practicable) shall be circulated to every member not less than 21 days before the Annual General Meeting.

(d) The Auditor shall be appointed on the recommendation of the Committee by each Annual General Meeting and shall hold office until the next Annual General Meeting.

(e) All monies received by the Group shall be paid into an account in the name of the Group at bankers appointed by the Committee and cheques and other instruments drawn on and directions to the bankers shall be signed by not less than two officers.

(f) No action involving expenditure in the name of or on behalf of the group in excess of £25.00 shall be taken and no undertakings which would commit the group to any expenditure or other liability in excess of £25.00 shall be made without the prior resolution of the Committee.

10. ANNUAL GENERAL MEETING.
(a) An Annual General Meeting shall be held each year at such time and place as determined by the Committee. The meeting shall be held not less than ten and not more than 15 months after the immediately preceding AGM unless circumstances outside the Committee’s control make it impracticable to hold a meeting at such a time.

(b) All members shall be notified of the time and place of the AGM not less than 21 days before the date of the meeting.

(c) The business of the Annual General Meeting shall be
(i) To receive the Chairman’s Report on the activities of the Group in the preceding year.

(ii) To receive and consider the accounts of the group for the preceding year and the Auditor’s report on the accounts and the Treasurer’s report on the financial position of the Group.

(iii) To elect Officers and Committee members in accordance with this constitution.

(iv) To elect Auditors.

(v) To fix the subscription for the coming year.

(vi) To consider such resolutions as may have been proposed by the Committee or proposed and seconded by members and received by the Secretary not less than ten days before the date of the meeting.

(vii) To consider such other business as it shall think fit.

11. EXTRAORDINARY GENERAL MEETING.
(a) An extraordinary general meeting of the Group may be convened at any time either upon a resolution of the Committee or upon a requisition setting out the resolution or resolutions to be proposed thereat. The requisition must be signed by whichever is the greater of 10 members and twenty per cent of the members and served on the Secretary. Upon receipt of such a requisition the Secretary shall give notice of the meeting and particulars of resolutions to be proposed thereat to all members giving not less than 28 days notice of the same.

12. CHANGES IN THE CONSTITUTION.
(a) This constitution may be amended by a two thirds majority of the members voting (whether in person, by proxy or by post) at a General Meeting called in accordance with the provisions of this Constitution provided always that no resolution to amend this constitution shall be put before such a General Meeting that has not been reduced into writing and sent by the Secretary to all members of the Group not less than 28 days before the date of the General Meeting at which it is to be considered. The Secretary shall send all resolutions to amend this Constitution to all members of the Group on being requested so to do by any Member of the Group.

(b) Any period of time prescribed by this constitution may be abridged by a simple majority of those present at a meeting of the Committee or by a simple majority of those present at a general Meeting of the Group save and except for the periods of time prescribed by clauses 10 (a) and 12 hereof.

13. INDEMNITY.
The Officers and members of the Committee of the Group shall not be liable otherwise than as members for any loss suffered by the Group as a result of their discharge of their various duties on its behalf except insofar as such loss arises from their respective fraud or other wilful default and they shall be entitled to an indemnity out of the assets of the Group for all liabilities (save and except their expenses incurred in their performance of their duties) incurred by them in the discharge of their respective duties.

14. DISSOLUTION.
The group may be dissolved (a) by resolution passed at a General Meeting or (b) by resolution of the Committee if the number of members is less than 10 for a period of six consecutive months.

The dissolvments shall take effect from the day when the resolution is passed and the Committee shall be responsible for the winding up of the assets and liabilities of the Group.

If any money or property shall remain after the discharge of all debts and liabilities of the Group they shall be donated to The Rare Breed Survival Trust as a gift.