Articles of Incorporation

ARTICLE ONE

Name

1.         The name of the association shall be known as and referred to as the United Horned Hair SheepAssociation, 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 ofPedigrees 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. Beginning in 2017, the Statuary Agent is Polly Britton.

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 neededDivision 2 Texas Dall Sheep Registry abbreviated as TDSR when neededDivision 3 Black Hawaiian Sheep Registry abbreviated as BHSR when neededDivision 4 Corsican Sheep Registry abbreviated as CSR when neededDivision 5 Desert Sand Sheep Registry abbreviated as DSSR when neededDivision 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 (MH)

Division 8 New Mexico Dahl Sheep Registry abbreviated as NMDSR

DIVISION ADDED AT APRIL 27, 2017 MEMBERSHIP MEETING HELD ONLINE:

Division 9 American Heavy Horned Sheep Registry abbreviated as AHHSR (AH)

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 SheepAssociation, 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 fundraising 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 UnitedHorned 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 SheepAssociation, 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 its 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, theBoard 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 SheepAssociation, 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 SheepAssociation, 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 an 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 HornedHair Sheep Association, Inc. and to the furtherance of the stated purposes of the United Horned Hair SheepAssociation, Inc. . Not entitled to vote nor to hold office.

H.        Honorary Lifetime Membership (Active):  The Board of Directors may confer an Honorary LifetimeMembership (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 UnitedHorned Hair Sheep Association, Inc. and to the furtherance of the stated purposes of the United Horned HairSheep 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 only1 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 the 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 theUnited 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 of90 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 offenses 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 MembershipMeeting, 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 AnnualMembership 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 UnitedHorned 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 SheepAssociation, 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 DirectorsMeetings 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. ABoard 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 SheepAssociation, 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 UnitedHorned 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 theUnited Horned Hair Sheep Association, Inc. Officers with guidance and input by the Board of Directors. TheUnited Horned Hair Sheep Association, Inc. Officers, by resolution, may delegate to committees and ad hoccommittees.

2.         Every Officer shall discharge his or her duties in good faith with a view to the interests of the UnitedHorned 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 HornedHair 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’sresignation 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 HornedHair 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 Presidentialduties, 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 AnnualMembership 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 SheepAssociation, 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 (unlessRegistrar 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 Code1702.38 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 theARTICLES 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.

Picture credit: “Pen and Paper” by kdinuraj is licensed under CC BY 2.0