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