Articles of
Incorporation


United Horned Hair Sheep Association, Inc.
THIS website is copyright May 2009 by United Horned Hair Sheep Association, Inc.  
Active Members of UHHSA, Inc., are permitted to use information on their website to
help in ethical and honest promotion and education about the breeds represented.  
However, a link to this website should be provided.
copyright July 2009 by United Horned Hair Sheep Association, Inc.
As of July 6, 2009, the United Horned Hair Sheep Association, Inc., was
recognized as an incorporated, NON-PROFIT organziation.

Pictures are copyrighted by owners of the sheep pictured and permission will need to
be sought to use the pictures.
Founded April 2009
Incorporated July 2009
Articles of Incorporation
United Horned Hair Sheep Association, Inc.

ARTICLE ONE
Name

1.         The name of the association shall be known as and referred to as the United Horned Hair Sheep
Association, Inc. and will be abbreviated as UHHSA or UHHSA, Inc. as necessary.

2.         The United Horned Hair Sheep Association, Inc. will be an incorporated non-profit organization and shall
be operated as such as set forth by federal and State of Ohio laws and regulations.

3.         The principle and registered office of the United Horned Hair Sheep Association, Inc. shall be located in
Ohio, but its members or officers or Board of Directors may be residents of any state, territory or country.
Business may be carried out at any location convenient to such members or officers as may be participating.
Business may be conducted online thru email or conferencing or private Yahoo Group, or other such electronic
technology, but must only be conducted when all members, officers, Board of Directors and other participants
are able to view and/or hear what is said or typed.

4.         Records will be housed as per State of Ohio rules governing incorporation, but the association may have
offices in any other state in the United States of America as needed.

ARTICLE TWO
Registered Office

The principle and registered office of the United Horned Hair Sheep Association, Inc. shall be located in Ohio but
its members or officers or Board of Directors may be residents of any state, territory or country and business
may be conducted at any location and offices may be in other locations as stated in ARTICLE ONE (3) and in
ARTICLE ONE (4) of this document.


ARTICLE THREE
Purpose

The purpose of the United Horned Hair Sheep Association, Inc. is

1.         To engage in the promotion, conservation, education and furtherance of public awareness of each of the
breeds represented within the United Horned Hair Sheep Association, Inc. .

2.         To assist members in developing new markets and expanding current markets.

3.         To keep a breed standard which will serve to identify and register individual animals which qualify as one
of the breeds represented.

4.         To promote interest in the breeds represented and whenever possible to attract new breeders for
promotion, preservation, and well being of the breeds.

5.         To register and keep pedigrees and records of all animals that qualify as one of the breeds represented.
The Registry portions of each division are dedicated to serving as a holding place for Official Records of
Pedigrees based on information that members submit to the registry.

6.         To promote more education, research or studies on the advantages of hair or shedding sheep and
diseases affecting sheep in general.

Such efforts undertaken to further the goals and purposes, may be, but are not limited to: assisting with staffing
or financing booths at Fairs or Shows; financing youth scholarships; financing adult scholarships; hosting
educational gatherings, in person or via internet; producing and publishing a newsletter(s); promoting, as able,
shows which allow the breeds represented by the United Horned Hair Sheep Association, Inc. to be shown;
working toward sponsoring United Horned Hair Sheep Association, Inc.  Shows for the breeds represented,
encouragement of members to participate in studies and research promoted by universities in the United States
of America; and providing written articles for periodicals, books, or websites related to sheep and farming.

ARTICLE FOUR
Number of Shares

No shares shall be offered.

ARTICLE FIVE
Initial Board of Directors, Incorporator, & Statutory Agent

The Initial Board of Directors:

Valerie Wright
Central City, KY

Sara Fisher
New Lebanon, OH

Brenda Savage
Buffalo, TX

Alice Hengst
Bakersfield, CA

Vanessa Caro
Camden, WV

Lee Monroe
Kewanee, IL

Sharon Blackwood
Boyd, TX

Kathy Bentley
Decatur, TX

Incorporator:

The Incorporator has been authorized to execute these Articles of Incorporation by unanimous consent and
agreement by the Board of Directors as noted herein.

Sara Fisher
New Lebanon, OH

Statutory Agent:

The Statutory Agent for the United Horned Hair Sheep Association, Inc. has been appointed by unanimous
consent of the Incorporator and Board of Directors and has accepted the appointment.

Sara Fisher
New Lebanon, OH
The Statutory Agent's name was changed to reflect name change from Sara Fisher to Sara Qualls.

ARTICLE SIX
Organizational Structure

The United Horned Hair Sheep Association, Inc. shall have a voting membership as defined in the corporation's
bylaws and found herein. The management and affairs of the corporation shall be at all times under the direction
of a Board of Directors, whose operations in governing the corporation shall be defined by statute and by the
corporation's Bylaws and these Articles.   No member or Director or Officer shall have any right, title, or interest
in or to any property of the corporation.

The United Horned Hair Sheep Association, Inc. shall consist of Six (6) divisions representing separate but
related sheep breeds.

1.         Divisions within the United Horned Hair Sheep Association, Inc. shall be named and abbreviated as:

Division 1 Painted Desert Sheep Registry abbreviated as PDSR when needed
Division 2 Texas Dall Sheep Registry abbreviated as TDSR when needed
Division 3 Black Hawaiian Sheep Registry abbreviated as BHSR when needed
Division 4 Corsican Sheep Registry abbreviated as CSR when needed
Division 5 Desert Sand Sheep Registry abbreviated as DSSR when needed
Division 6 Mouflon Sheep Registry abbreviated as MSR when needed

DIVISIONS ADDED AT JANUARY 26, 2013 MEMBERSHIP MEETING HELD ONLINE:
Division 7 Multi-horned Hair Sheep Registry abbreviated as MHSR
Division 8 New Mexico Dahl Sheep Registry abbreviated as NMDSR

2.         Additional divisions may be added by the Board of Directors with approval of 60% majority vote of a
quorum of active members at the next annual meeting.

3.         Each Division may separately operate in promotion of their individual breeds. They will share the same
Board of Directors, Officers, and Articles of Incorporations and any Bylaws and any changes as adopted by the
members, officers, or Board of Directors of the United Horned Hair Sheep Association, Inc. with allowances for
breed specific Bylaws and Registry Requirements based on differences of the breeds. They shall share
marketing and other common expenditures as adopted by Board of Directors and Officers while maintaining
ability to have division specific expenditures.

4.         A slate of Division Specific Officers to directly work within a single breed division may be created and
appointed by the Board of Directors.  The United Horned Hair Sheep Association, Inc. Officers may be consulted.  
Such a division specific group of appointed Officers will be subject to a 60% vote majority of a quorum of active
members at the next Annual Membership Meeting following their appointment.

ARTICLE SEVEN
Dissolution

1.         Upon dissolution, after satisfying all debts, any remaining assets of the United Horned Hair Sheep
Association, Inc. shall be distributed to an organization(s) as determined by the Board of Directors for one or
more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the
corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a
state or local government, for a public purpose. Any such 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 corporation is then located,
exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are
organized and operated exclusively for such purposes.

2.         If one division is dissolved and there remains at least one other division, after satisfying any and all debts
that is division specific, any remaining assets of that division shall be distributed evenly to the other remaining
divisions.

ARTICLE EIGHT
Nonprofit Corporation

1.         The United Horned Hair Sheep Association, Inc. is a non-profit organization, relying on income from
membership fees, registration fees, and other fees; donations; and fund raising activities to fulfill the purposes
and goals as listed and which may be added upon in the future by the Board of Directors.

2.         The Fiscal Year shall be from January 1 to December 31.

3.         Each Breed Division shall maintain financial ledgers for represented breed to show continued viability for
the division and provide for separate expenditures that are breed specific. Expenditures for common needs shall
be shared among the divisions of the United Horned Hair Sheep Association, Inc.  as directed by Board of
Directors and the Officers.

4.         All funds shall be used in accordance with stated purpose and mission, as well as to continue the
function of the Association.

ARTICLE NINE
Duration

The United Horned Hair Sheep Association, Inc. shall continue in perpetuity.

ARTICLE TEN
Powers

Subject to the limitations in these Articles of Incorporation, the United Horned Hair Sheep Association, Inc.  shall
have the authority to take any action it deems to be necessary, appropriate, or convenient relating to the
management of the United Horned Hair Sheep Association, Inc., including, but not limited to, the powers to:

1.         Have succession to its corporate name.

2.         Make and alter Bylaws.

3.         Conduct affairs, carry on operations and have offices anywhere in the United States, Canada, Mexico,
and as needed.

4.         Purchase, receive, lease, or otherwise acquire, own, hold improve, use or otherwise deal in any interest
in real or personal property wherever situated.

5.         Borrow money on behalf of the United Horned Hair Sheep Association, Inc. -- from any person, firm, or
corporation for any Corporation purpose. However, the United Horned Hair Sheep Association, Inc.  shall not
borrow money from an  officer or director without the approval of the Board of Directors, not including the vote
of any director who is involved in the transaction in a personal capacity.

6.         Make donations for medical research, education assistance, educational purposes, scientific
augmentation of the breeds represented by the United Horned Hair Sheep Association, Inc.  or sheep in general.

7.         Elect or appoint officers and agents for any period, define their duties, and fix their compensation.

8.         Employ an attorney, investment adviser, accountant, broker, tax specialist, or any other agent, and pay
reasonable compensation for all services performed by any of them as a Corporation expense.

9.         The enumeration of powers in these Articles of Incorporation shall not limit the general or implied powers
of the United Horned Hair Sheep Association, Inc. or any additional powers provided by law.

ARTICLE ELEVEN
Restrictions and Requirements

The United Horned Hair Sheep Association, Inc.  shall not pay dividends or other corporate income to its
directors, officers or otherwise accrue distributable profits or permit the realization of private gain. The United
Horned Hair Sheep Association, Inc.  shall not have the power to engage in any activities, except to an
insubstantial degree, that are not in furtherance of the purposes set forth above.

Regardless of any other provisions in these Articles of Incorporation or state law, the United Horned Hair Sheep
Association, Inc.  shall have no power to:

1.         Serve a private interest other than one that is clearly incidental to an overriding public interest.

2.         Devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda
or otherwise, except as provided by the Internal Revenue Code and related regulations, rulings and procedures.
.
3.         Participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public
office. The prohibited activities include the publishing or distributing of statements and any other direct or indirect
campaign activities.

4.         Have objectives that characterize it as an “action organization” as defined by the Internal Revenue Code
and related regulations, rulings, and procedures.

5.         Distribute its assets on dissolution other than for one or more exempt purposes.

6.         Permit any part of the net earnings of the United Horned Hair Sheep Association, Inc. or one of it’s
divisions, to inure to the benefit of any private shareholder or member of the Corporation or any private individual.

7.         Carry on an unrelated trade or business except as a secondary purpose related to the primary purposes
of the United Horned Hair Sheep Association, Inc..

8.         Notwithstanding any other provision of these articles, the United Horned Hair Sheep Association, Inc.
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)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended.

ARTICLE TWELVE
Membership

1.        Membership is open to breeders of breeds represented by the United Horned Hair Sheep Association, Inc.  
and those interested in helping promote those breeds.    Only members who are actively engaged in breeding one
of the represented breeds may hold office or vote.  Actively engaged is defined as possessing a minimum of one
ewe and one ram of the represented breeds which are used for breeding purposes and registering at least one
lamb per year.  Exceptions to the requirement of registering at least one lamb per year may be waived, with
Board of Directors’ written approval, based on extenuating circumstances such as death of the lamb before
being registered.

2.        Applications for Memberships are available online or may be requested from any of the Board of
Directors.  Once completed, the completed application shall be mailed with appropriate fees to the address
designated for Applications for Memberships.   Once processed and approved by the Board of Directors, the
Board of Directors shall mail a membership certificate and welcome packet to the new members.  Members will
have the option of being listed on any United Horned Hair Sheep Association, Inc.  owned website and a
complete and up to date membership list is available to all members upon request to the Secretary or a member of
the Board of Directors.

3.        The calendar year for all memberships is January 1 thru December 31.  Membership Dues are due in the
stated office by February 1.  If a membership expires, a new application may be completed and the full year’s
dues shall be paid.  Memberships are not transferable.   Dues must be paid and current in order to vote.

4.        For each separate division, there will be the following categories of membership:

A.        Family Membership: Available for two adults age 18 or over who are actively engaged in breeding one of
the represented breeds of the United Horned Hair Sheep Association, Inc.  Entitled to two votes and both may
hold offices.
B.        Individual Membership: Available for one adult age 18 or over who are actively engaged in breeding one of
the represented breeds of the United Horned Hair Sheep Association, Inc.  Entitled to one vote, may hold office.
C.        Associate Membership: Available for those who are not actively engaged or who are simply interested in
supporting the stated purposes of the United Horned Hair Sheep Association, Inc.  Not entitled to hold office nor
has voting privileges. For active members who become inactive, the Board of Directors may choose to switch
the member to this category, Associate Membership, usually after one year of inactivity in lieu of totally removing
the inactive member from Membership.  Members may opt to apply for Associate Membership as soon as they
are no longer actively engaged in breeding one of the breeds represented by the United Horned Hair Sheep
Association, Inc.  The Board of Directors may choose to waive the membership fee in such cases and any
additional situations which arise in conjunction with active and inactive Memberships.
D.        Business Membership:  Available for those organizations or businesses who wish to support the
purposes of the United Horned Hair Sheep Association, Inc.  Not eligible to have voting rights or to hold office.  
Being actively engaged in breeding one or more of the breeds represented by the United Horned Hair Sheep
Association, Inc.  is not required.        
E.        Youth Membership: Available for those youths under the age of 18 who are actively engaged in breeding
one of the represented breeds of the United Horned Hair Sheep Association, Inc. or who assist in the family farm
doing the same.  Not entitled to have voting privileges or to hold office.  A Youth Membership may be offered as a
scholarship or gift with non-family member paying for membership.
F.        Lifetime Membership: Available for individuals 18 and older who are actively engaged in breeding one or
more of the breeds represented by the United Horned Hair Sheep Association, Inc. .
G.        Honorary Lifetime Membership (Inactive): The Board of Directors may confer a Honorary Lifetime
Membership of any or all of the breed divisions upon an individual, group, business, non-profit or other type of
corporation due to their outstanding contribution to one or more of the breeds represented by the United Horned
Hair Sheep Association, Inc. and to the furtherance of the stated purposes of the United Horned Hair Sheep
Association, Inc. . Not entitled to vote nor to hold office.
H.        Honorary Lifetime Membership (Active):  The Board of Directors may confer a Honorary Lifetime
Membership (Active) of any or all of the breed divisions upon an individual, group, business, non-profit or other
type of corporation due to their outstanding contribution to one or more of the breeds represented by the United
Horned Hair Sheep Association, Inc. and to the furtherance of the stated purposes of the United Horned Hair
Sheep Association, Inc.  If designee is an individual, that individual shall have voting privileges and may hold
office.  If the designee is a group, business, non-profit or other type of corporation, the designee shall have only
1 vote and may not hold office.

The Board of Directors may add a category, delete a category or change requirements and definitions.  The
changes must be approved by a 60% majority of a quorum of active members.

5.        The Board of Directors shall set Annual membership fees for each category of membership as listed in
ARTICLE TWELVE (4).  The Board may increase or decrease the fees for membership dues, registration or
transfers to meet administration expenses.  The Board shall offer a discount to members wishing to be members
of more than one of the divisions.  The United Horned Hair Sheep Association, Inc. Officers may be consulted as
needed by the  Board of Directors in determining the amounts of the fees or discounts.

All Fees shall be listed in the Fee Schedule which is available to all members and the public.

6.         If a member of the United Horned Hair Sheep Association, Inc. who is required to remain actively
engaged, does not possess at least one breeding ewe and one breeding ram and register at least one lamb per
year, the Board of Directors may remove the member from active membership usually after a period of one year
of inactivity.  If the member becomes actively engaged in breeding the sheep as defined herein again, the member
may reapply.  The Board of Directors may choose to switch the inactive member to an Associate Membership
category instead of removing the inactive member.  The Board of Directors may choose to waive the membership
fee in such cases and any additional situations which arise in conjunction with active and inactive Memberships.  
In addition, exceptions to the requirement of registering at least one lamb per year may be waived, with Board of
Directors’ written approval, based on extenuating circumstances such as death of the lamb before being
registered. The United Horned Hair Sheep Association, Inc.  Officers may be consulted by the Board of Directors
for an opinion on removing or changing the status of an active member who becomes inactive.

7.        ALL members of all divisions of the United Horned Hair Sheep Association, Inc.  are expected to promote
recognition and education, to the best of their abilities, of the breeds they own, with honesty and integrity and to
conduct all business with honesty and integrity.  Members are expected to abide by all rules and regulations and
Bylaws of the United Horned Hair Sheep Association, Inc. and the division(s) of which they are members.  If it
has been found that a member chooses to not follow the guidance of the United Horned Hair Sheep Association,
Inc. or a division of the United Horned Hair Sheep Association, Inc., that member, upon a simple majority of votes
of the Board of Directors, may be suspended from membership.  The suspended individual may appeal to the
United Horned Hair Sheep Association, Inc.  Board of Directors after a period of 90 days.  If appealed by
individual, the United Horned Hair Sheep Association, Inc.  Board of Directors may vote to lift the suspension and
reinstate the individual or to continue the suspension for a second period of 90 days.  After the second period of
90 days, the individual may appeal again to the United Horned Hair Sheep Association, Inc.  Board of Directors.  
The Board of Directors at that time may vote to continue the suspension or to expel the individual permanently.
Egregious offences may include immediate expulsion by the Board of Directors with a simple majority vote.    The
Board of Directors may consult the opinion of the United Horned Hair Sheep Association, Inc. Officers when
dealing with suspension or expulsion situations; however, all involved will be respectful of any pertinent
confidentiality issues.

ARTICLE THIRTEEN
Meetings

1.        The Board of Directors and Officers, will determine the time and location of the Annual Membership
Meeting, such meetings may be conducted via conference calls or email or other avenue of electronic means as
adopted by the Board of Directors so that the majority of Active Members may participate. Written notice of such
meeting shall be mailed or emailed to each member at his or her address of record not less than 50 days prior to
such meeting.  At the Annual Membership Meeting, the active members shall elect the Officers and Directors of
the United Horned Hair Sheep Association, Inc.  and transact any other business that is properly brought before
the meeting.  Voting may be conducted via email/mail prior to the meeting if announced and conducted with
advance notice. Anyone wishing to put a topic on the agenda must notify the Secretary in writing , via typed or
handwritten letter through the United States Post Office, or via email, fax or other electronic means of which a
physical copy can be reproduced, 30 days before the date of the Annual Membership Meeting.

2.        Special meetings may be called by the President, or by a majority of the Officers, or by active members
representing 45% of the active membership, or by the Board of Directors. Written notice of such meeting shall be
mailed or emailed to each member at his or her address of record not less than 50 days prior to such meeting or
within a reasonable time as directed by the Board of Directors.  Such meetings may be conducted via phone or
email or otherwise as adopted by the Board of Directors as for the Annual Membership Meeting.

3.        Any number of active members who are present (via phone or email or other electronic means) at Annual
Membership Meetings and other Special Meetings shall constitute a Quorum.

4.        Voting for Officers and Directors shall be by ballot. Marked ballots shall be counted by the Secretary, at
the Annual Membership Meeting.  Ballots may be in physical form or electronic form.  Voting for other issues may
be conducted by Electronically processed Ballots or by other electronic means such as electronic polls as
adopted by the Board of Directors.

5.        The Secretary shall mail or email a ballot to each active member at his or her address of record not less
than 50 days prior to the Annual Membership Meeting. Such ballot shall include the nominees for Officers and
Directors as indicated.  Marked ballots shall be returned to the Secretary postmarked not less than 15 days prior
to the Annual Membership Meeting in order to be counted. Electronically produced and processed ballots or poll-
type votes may have notice sent in a timely manner to members and be marked and submitted as required by
technology and adopted by the Board of Directors.

6.        Membership Meetings shall be conducted in accordance with Roberts Rules of Order or such other rules
as the membership shall adopt, but no rule change will be effective until the next subsequent meeting after
passage of the change.

7.        The annual meeting of members may be conducted via Telephone or some other electronic
communications technology given notice and opportunity of participation by all eligible active members if all
persons participating in the
meeting can hear each other or read each other’s comments. Participation in a meeting by these electronic means
constitutes presence in person at said meeting.  Such meetings will not be limited to just one state but will be
available in any area as needed.

ARTICLE  FOURTEEN
Board of Directors

The Board of Directors shall function as a group of equals. They may appoint certain Board members to handle
various administration functions which will be conducive to efficiency and timely decisions. The Board of
Directors is to consist of a minimum of 3 members. It is suggested that an odd number of Board of Directors be
maintained, such as 5, 7, or 9.

To be a member of the Board of Directors, an individual will need to be an active member of at least one of the
breeds represented by the United Horned Hair Sheep Association, Inc.  Regular and secure Email and internet
connection is required in order to facilitate the work of the Board of Directors.

1.         The general business of the United Horned Hair Sheep Association, Inc. shall be conducted and managed
by the Board of Directors. Said Directors shall have the power to make rules and regulations for the guidance of
its Officers and members and for transaction of the business of the United Horned Hair Sheep Association, Inc.
The Board of Directors, by resolution, may delegate to committees and ad hoc committees.

2.        The Board of Directors will welcome new members and field questions in regards to the registry and will
be the liaison to address any issues between the membership and the registrar(s).  The Board will work with the
Treasurer and Secretary and Registrar to assist in maintaining a current and accurate membership roster.

3.         Every Director shall discharge his or her duties in good faith with a view to the interests of the United
Horned Hair Sheep Association, Inc. and shall participate in all meetings, including informal discussions, email
discussions, telephone conferences, and any other meetings in which the United Horned Hair Sheep
Association, Inc. business is transacted.

4.         Except for the Initial Board of Directors, Directors shall be by nominated by an active member and be
voted on by ballot. Marked ballots shall be counted by the Secretary, at the Annual Membership Meeting. Ballots
may be in physical form or electronic form.

5.         Other than for the Initial Board of Directors, noted herein, the term of a Board of Director shall be two
years. A Director may serve for any number of consecutive terms. It is recommended that the terms of the
Directors be staggered so that at any time experienced directors will be working along with new directors.

The Initial Board of Directors may serve until such time as the United Horned Hair Sheep Association, Inc. has
been fully operational for a minimum of one year with elections to be held at the following Annual Meeting. The
Initial Board of Directors may elect to set temporary initial terms so that the elections of the Board will be
staggered.

6.         Any Director may resign at any time by giving two months written notice to the President and remaining
Board of Directors. Any Director may be removed by a 60% majority vote of the remaining Directors and a 60%
majority of a quorum of active members for a just cause such as failure to fulfill duties. Failure of a Director to
participate in three consecutive meetings shall constitute a resignation as a Board of Director, unless the
remaining directors have granted leave. If a vacancy occurs among the Directors, any Officer serving may be
elected, by a majority vote of the remaining directors, to fill the vacancy for the unexpired portion of the term.

7.         No Director shall have the deciding vote on any issue that may result in a direct monetary benefit to said
Director and/or said Director’s family, or to any business in which said Director has a direct or indirect interest.

8.         The Board of Directors may establish a schedule for regular meetings.

9.         Special Meetings of the Board of Directors may be called by the Board of Directors as required.

10.         Notice of all Board of Director meetings, except as herein otherwise provided or as adopted by the
Board, shall be mailed or emailed not less than 15 days prior to the meeting. The notice shall be sent to each
Director at his or her postal or email address of record. Such notice must include any materials necessary for the
next meeting. At any meeting at which a quorum of the Board is present (including via internet technology), any
business may be transacted.

11.        At all meetings of the Board of Directors, a majority of the Board of Directors shall be necessary and
sufficient to constitute a quorum for the transaction of business. The act of a majority of the Directors present at
any meeting at which there is a quorum shall be the act of the complete slate of Directors. If at any meeting there
is less than a quorum present, a majority of those present may adjourn the meeting without further notice to any
absent Director.

12.         Any action required to be taken at any meeting of the Directors or of any committee thereof may be
taken without a meeting if a written consent to such action is signed by all Directors or members of such
committee, and such written consent is filed with the minutes of the proceedings of the Board of Directors
Meetings or committee meeting.

13.         Board of Directors or a committee created by the Directors may participate in a meeting by means of a
conference telephone call, or by other electronic means, if all persons participating in the meeting can hear each
other or read each other’s comments. Participation in a meeting by these means constitutes presence in person
at said meeting. The cost of such meetings shall be borne by the participating Directors. The annual meeting of
members may be conducted via Electronic Communications also given notice and opportunity to participate by all
eligible members.

ARTICLE FIFTEEN
Officers

The Officers of the United Horned Hair Sheep Association, Inc. shall be a President, a Vice President, a
Secretary, a Treasurer, a Registrar, and an Inspection Team. Any two offices may be held by the same person,
provided that the President shall not also serve as Vice President; however, only one vote shall be recognized. A
Board of Director may also hold an Officer position; however the Board member will be limited to one vote when
both the United Horned Hair Sheep Association, Inc.  Board of Directors and the United Horned Hair Sheep
Association, Inc. Officers are voting on the same issue.

The United Horned Hair Sheep Association, Inc. Officers will need to be an active member of at least one of the
divisions of the United Horned Hair Sheep Association, Inc. and some positions will require regular and secure
access to email and internet.

Other Offices with such powers and duties not included within these Articles may be defined and created to
fulfill additional duties or to share duties, by the Board of Directors. The Appointees will be subject to a 60% vote
majority of a quorum of active members at the next Annual Membership Meeting following their appointment. A
slate of Division Specific Officers to directly work within a single breed division may be created and appointed by
the Board of Directors. Such a division specific group of appointed Officers will be subject to a 60% vote majority
of a quorum of active members at the next Annual Membership Meeting following their appointment.

The Board of Directors may change duties and powers and obligations and requirements to existing United
Horned Hair Sheep Association, Inc. Offices as long as the Officers holding those Offices are notified in advance
and the changes are subjected to a 60% vote majority of a quorum of active members at the next Annual
Membership Meeting.

1.         The day to day business of the United Horned Hair Sheep Association, Inc. shall be conducted by the
United Horned Hair Sheep Association, Inc. Officers with guidance and input by the Board of Directors. The
United Horned Hair Sheep Association, Inc. Officers, by resolution, may delegate to committees and ad hoc
committees.

2.         Every Officer shall discharge his or her duties in good faith with a view to the interests of the United
Horned Hair Sheep Association, Inc. and shall participate in all meetings, including informal discussions, email
discussions, telephone conferences, and any other meetings in which United Horned Hair Sheep Association,
Inc. business is transacted as required. Officers shall fulfill the duties which are listed for the Office which they
hold and as directed by the Board of Directors.

3.         Officers shall be by nominated by an active member and be voted on by ballot. Marked ballots shall be
counted by the Secretary, at the Annual Membership Meeting. Ballots may be in physical form or electronic form.

4.         The Terms and limits are set forward under the descriptions of the duties of the Individual Officers.

The Initial Officers the United Horned Hair Sheep Association, Inc. may serve until such time as the United Horned
Hair Sheep Association, Inc.  has been operating for a minimum of one year with elections to be held at the
following Annual Meeting or as directed by the Board of Directors.

5.         Any Officer may resign at any time by giving two months written notice to the President and the Board of
Directors. Any Officer may be removed from office at any time by a 60% majority vote of the remaining Officers
and a 60% majority of a quorum of active members or by a majority vote of the Board of Directors for a just
cause such as failure to fulfill duties, for breach of ethics or for becoming a non-active member. In case any
office becomes vacant, the Officers by majority action may select an Officer to fill such vacancy with Board of
Directors approval. A majority of Officers may waive the two-month written notice allowing any Officer’s
resignation to be effective immediately.

6.         No Officer shall have the deciding vote on any issue that may result in a direct monetary benefit to said
Officer and/or said Officer’s family, or to any business in which said Officer has a direct or indirect interest.

7.         The United Horned Hair Sheep Association, Inc. Officers may establish a schedule for regular meetings.

8.         Special Meetings of the United Horned Hair Sheep Association, Inc. Officers may be called by the Board
of Directors or by the United Horned Hair Sheep Association, Inc. Officers as required.

9.         Notice of all United Horned Hair Sheep Association, Inc. Officer meetings, except as herein otherwise
provided or as adopted by the Board of Directors, shall be mailed or emailed not less than 15 days prior to the
meeting. The notice shall be sent to each Officer at his or her postal or email address of record. Such notice must
include any materials necessary for the next meeting. At any meeting at which a quorum of the United Horned
Hair Sheep Association, Inc.  Officers is present (including via internet technology), any business may be
transacted.

10.         At all meetings of the Officers, a majority of the Officers shall be necessary and sufficient to constitute
a quorum for the transaction of business. The act of a majority of the Officers present at any meeting at which
there is a quorum shall be the act of the complete slate of Officers. If at any meeting there is less than a quorum
present, a majority of those present may adjourn the meeting without further notice to any absent Officer.

11.         Any action required to be taken at any meeting of the Officers or of any committee thereof may be taken
without a meeting if a written consent to such action is signed by all Officers or members of such committee, and
such written consent is filed with the minutes of the proceedings of the United Horned Hair Sheep Association,
Inc. Officer Meetings or committee meeting.

12.         The United Horned Hair Sheep Association, Inc. Officers or a committee created by the Officers may
participate in a meeting by means of a conference telephone call, or by other electronic means, if all persons
participating in the meeting can hear each other or read each other’s comments. Participation in a meeting by
these means constitutes presence in person at said meeting. The cost of such meetings shall be borne by the
participating Officers. The annual meeting of members may be conducted via Electronic communications also
given notice and opportunity to participate by all eligible members.

13.        The Definitions and General Duties of the United Horned Hair Sheep Association, Inc. Officers are as
follows:

President: The term of the President shall be one year. The President may serve for any number of consecutive
terms; however, it is recommended that the President not serve more than two consecutive terms. The President
shall preside at all meetings. The President signs all contracts and other legal instruments of the United Horned
Hair Sheep Association, Inc. The President supervises the affairs of the United Horned Hair Sheep Association,
Inc. according to and subject to the Bylaws and performs such other duties as assigned. The President appoints
Chairpersons of the various committees with majority approval of the other Officers. The President, also with the
majority approval of the other officers, creates ad hoc committees when deemed necessary.  The President must
have regular and secure access to email and internet in order to perform duties.

Vice President: The term of the Vice President shall be for one year. The Vice President may serve for any
number of consecutive terms. It is recommended that the Vice President not serve more than two consecutive
terms. The primary duty of the Vice President shall be to assist the President and perform all duties of the
President in his or her absence and such other duties as directed. If the Vice President is assuming Presidential
duties, then she or he only has one vote. The Vice President should have regular and secure access to email
and internet, if needed, in order to fulfill duties of assisting the President and being able to perform duties of the
President in his or her absence.

Secretary: The term of Secretary shall be for one year. The Secretary may serve for any number of consecutive
terms. The Secretary shall be responsible for recording and maintaining membership information and
correspondence. Secretary issues notice of all meetings the Bylaws may require, keeps the minutes of the
meetings, and signs, with the President, all instruments requiring his or her signature, and performs such other
duties as required. The Secretary shall work jointly with the Treasurer, with assistance from the Board of
Directors to keep a current membership list. The Secretary is responsible for maintaining minutes of the Annual
Membership Meeting and any Officer Meetings. The Secretary is responsible for recording votes and results of
polls or voting.  Minutes may range from hand written notes to the emails exchanged during an meeting utilizing
electronic communication.  The Secretary must have regular and secure access to email and internet.

Treasurer: The term of the Treasurer shall be for one year. The Treasurer may serve for any number of
consecutive terms. The Treasurer shall be the United Horned Hair Sheep Association, Inc. fiscal and financial
member. The Treasurer shall collect all fees, dues, and other monies due the United Horned Hair Sheep
Association, Inc. and shall pay the bills, reporting the same in detail at each regular meeting of the Officers and
the membership. Receipts and invoices must evidence all expenditures. The Treasurer shall keep the books up-to-
date and open for inspection upon the reasonable request of any Officer or Board of Director. The Treasurer
shall provide a written report of the United Horned Hair Sheep Association, Inc.’s and the divisions’ financial
status when requested by the Board of Directors.  The Treasurer shall be responsible for the timely preparation
and submission of any financial reports required by law.  The Treasurer shall work jointly with the Secretary and
the Board of Directors to keep a current membership list. The Treasurer should have regular and secure access
to email and internet.

Registrar: The Registrar(s) are responsible for maintaining all records associated with the Registration, Transfer
of Ownership, Recording of Deaths, etc., necessary to provide an efficient, accurate, timely Registry of the
breeds represented by the United Horned Hair Sheep Association, Inc. . The Registrar shall work with the Board
of Directors and report to the Board of Directors  The Board of Directors may appoint one Board Member to be
the main contact with the Registrar. The Registrar may in fact be more than one person and, upon approval by
the Board of Directors, be a company outside of the United Horned Hair Sheep Association, Inc.  which shall be
designated and compensated to handle the Registry portion of the United Horned Hair Sheep Association, Inc. .
This position may or may not be a compensated position otherwise. This is at the discretion of the Directors and
must be in accordance with a non profit organization. The Registrar is not a Board Position nor may hold a Board
Position. Nor may the Registrar hold an Officer Position other than Registrar.  Any Registrar(s) shall have regular
and secure access to email and internet in order to fulfill duties.

{This section has been approved for clarification by the Board of Directors and Members.  Final
ammended/clarified section is in process of submission to the State of Ohio.  Revised section will indicate that
only IF the Registrar is a company outside of the United Horned Hair Sheep Association, Inc., then the Registrar
(ie the company) shall not hold a Board Position or any officer position other than Registrar.  If the
Registrar is NOT a company outside of the United Horned Hair Sheep Association, Inc., then the
Registrar may indeed sit on the Board of Directors and/or hold another Officer position}
.

Inspectors: A Team of inspectors, an odd number is required with 3 being the minimum number. Their term shall
be one year. This team may be made up of Officers holding other positions, including the Registrar (unless
Registrar has been outsourced) or the Board of Directors. Each United Horned Hair Sheep Association, Inc.
Officer or Board of Directors would only have one vote, however. The inspector(s) shall have the final say
about permitting sheep with unknown background to enter the registry. However, appeals may be made to the
remaining Board of Directors and the Officers which are not serving as Inspectors. A 60%majority of the
remaining Directors and Officers voting to allow a sheep, can override the Inspection process. The officers and
directors will need to state their reasons for overriding the inspection process.  The Inspectors need to have
regular and secure access to email and internet in order to fulfill duties.

ARTICLE SIXTEEN
Book of Registry

The United Horned Hair Sheep Association, Inc. shall maintain a Registry.  The Board of Directors may initiate
changes to registration requirements of one of the breeds represented or change the status of the open book
registry wherein a sheep may be registered even if its dam and sire are not registered as long as it meets breed
standards and passes photo inspection in any division.  The United Horned Hair Sheep Association, Inc.  Board
of Directors may close a division or add divisions as necessary.  The addition or subtraction of divisions is
subject to a 60% majority vote by a quorum of active members at the next annual membership meeting.

ARTICLE SEVENTEEN
Debt Obligation & Personal Liability

No member in good standing, Officer or Director of the United Horned Hair Sheep Association, Inc. shall be
personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the
property of the members in good standing, Officers or Directors be subject to the payment of the debts or
obligations of the United Horned Hair Sheep Association, Inc. when having acted in good faith in their duties or
fulfillment of membership requirements.   The Board of Directors may additionally indemnify agents, employees,
volunteers or other persons as necessary.  If a member of the Board of Directors is one seeking indemnification,
then indemnification will be supported by a vote by the remaining, uninterested, Board of Directors.  These
Articles are pursuant to Ohio Revised Code 1702.12 (E), 1702.54, and 1702.55.

ARTICLE EIGHTEEN
Amendments and Alterations to ARTICLES OF INCORPORATION and Bylaws

Amendments to these ARTICLES OF INCORPORATION may only be made according to Ohio Revised Code
1702.38 or any Codes adopted as Ohio State Law in the future.

The Initial Bylaws and other Regulations of the United Horned Hair Sheep Association, Inc., other than the
ARTICLES of INCORPORATION,  may be altered or amended by the Board of Directors and affirmed by a 60%
majority of a quorum of active members.  The membership vote may take place at the next annual membership
meeting.  Voting shall be done by ballot. Such ballot shall be mailed to each active member at his or her postal or
email address of record not less than 50 days prior to such meeting. Marked ballots shall be returned to the
Secretary and postmarked not later than 15 days prior to the meeting or to be submitted in electronic form or
manner as approved by the Board of Directors by a deadline set and published by the Board of Directors in order
to be counted.

ARTICLE NINETEEN
Consent

Any Telegram, Telex, cablegram, email, or similar transmission by a member, director, officer, or committee
member, or photographic, facsimile, or similar reproduction or typed reproduction of a signed writing is to be
regarded as being signed by the member, director, officer, or committee member.