Articles of Incorporation
and
Bylaws
of
The North American BABYDOLL Southdown Sheep
Association and Registry (NABSSAR)
A NOT-FOR-PROFIT CORPORATION

ARTICLE I
OFFICES

The principal and registered office of NABSSAR shall be located at PO Box 146, in the City of Wellsville, and the State of Kansas. Members, Directors, or Officers may be residents of any state, territory or country, and business may be carried on at any place convenient to such members or officials as may be participating. The Corporation may also maintain offices at such other places as the Board of Directors may, from time to time, determine.

Mailing address of the Corporation will be the incumbent Secretary and/or Registrar.

Records will be housed at a location as determined by the Board of Directors.

ARTICLE II
PURPOSE

Section 1 - Purpose Said Corporation is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future tax code. The specific purpose of the Corporation is to:

To engage in the education, research, conservation, and the advancement of public awareness of the North American BABYDOLL Southdown breed of sheep.

To register and keep pedigree records of all animals that qualifies as a North American BABYDOLL Southdown sheep.

To provide information about the North American BABYDOLL Southdown sheep and their natural products.

To keep a breed standard which will serve to identify and register these individual sheep that qualify as a North American BABYDOLL Southdown sheep.

To promote interest in the North American BABYDOLL Southdown breed of sheep; whenever possible, in order to attract new breeders for the promotion and preservation and well being of the breed.

To provide agriculture education scholarships through charitable contributions and through the Corporation's proceeds.

To provide funds to various universities in the USA for research or studies of diseases affecting the ovine through charitable contributions and the Corporation's proceeds.

To engage in any lawful act or activities which are governed by the Kansas General Corporation Code.

Section 2 - No private inurement No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its members, trustees, Officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 1 hereof.

Section 3 - No lobbying No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, this Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of the Corporation.

Section 4 - Dissolution Upon the dissolution of the Corporation, assets shall be distributed 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 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 organizations, as said Court shall determine, which are operated exclusively for such purposes.

Section 5 - Private Foundation In the event that the Corporation fails to qualify as a public charity under federal tax law and is considered a private foundation, the Corporation shall comply with the following: a) It will distribute its income for each tax year at such time and in such manner so that it will not become subject to the tax on undistributed taxable income imposed by section 4942 of the Internal Revenue Code, or corresponding provisions of any later federal tax laws; b) It will not engage in any act of self-dealing as defined in section 4941(d) of the Internal Revenue Code, or corresponding provisions of any later federal tax laws; c) It will not retain any excess business holdings as defined in section 4943(c) of the Internal Revenue Code, or corresponding provisions of any later federal tax laws; d) It will not make any investments in a manner that would subject it to tax under section 4944 of the Internal Revenue Code, or corresponding provisions of any later federal tax laws; and e) It will not make any taxable expenditures as defined in section 4945(d) of the Internal Revenue Code, or corresponding provisions of any later federal tax laws.

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

The fiscal year shall run from January 1 to December 31.

ARTICLE III
MEMBERSHIP

Section 1 - Members The Corporation shall have members.

Section 2 - Membership Provisions If the Corporation has members, the terms and conditions of membership shall be set out in an Addendum to these Bylaws.

ARTICLE IV
POWERS

Subject to the limitations in these Articles of Incorporation, the Corporation shall have the authority to take any action it deems to be necessary, appropriate, or convenient relating to the management of the Corporation. Said powers shall be consistent with those granted under the Kansas General Corporation Code.

ARTICLE V
MEMBERSHIP MEETINGS

The Corporation shall meet once a year to bring any information before the Board that needs addressing and to elect Officers if it is an election year. The Board of Directors shall establish rules and procedures for bringing business before the organization. The Board of Directors shall establish rules and procedures for voting on issues that come before the organization and shall publish said rules to the membership.

ARTICLE VI
BOARD OF DIRECTORS

Section 1 - Number, Election and Term of Office The number of the Directors of the Corporation shall be seven (7). This number may be increased or decreased by the amendment of these Bylaws by the Board but shall in no case be less than three (3) Directors shall always be an odd number. The Board of Directors shall be elected every three (3) years. The Corporation’s members, at the Corporation's regular annual meeting shall elect the Directors of the Corporation. Membership votes shall be noncumulative. Each Director shall hold office until the next annual meeting of an election year, and until a successor is elected and qualified, or until a Director's prior death, resignation, or removal. Directors may hold office for more than one consecutive term.

The Corporation's Officers, the President, Vice-President, Secretary, and Treasurer positions are also Board positions. Three (3) Member-at-Large positions make up the remaining Board positions. The Member-at-Large is required to vote on issues brought before the Board and contribute to Board deliberations as appropriate. Members-at-Large serve on committees and complete special assignments made by the President.

Section 2 - Vacancies Any vacancy in the Board shall be filled for the unexpired portion of the term by a majority vote of the remaining Directors at any regular meeting or special meeting of the Board called for that purpose.

Section 3 - Duties and Powers The Board shall be responsible for the control and management of the affairs, property, and interests of the Corporation and may exercise all powers of the Corporation, except as limited by statute.

Section 4 - Annual Meetings An annual meeting of the Board shall be held in November each year unless rescheduled by the Board. The Board from time to time, may provide by resolution for the holding of other meetings of the Board, and may fix the time and place thereof. Transfer of duties after an election shall take place within thirty (30) days. Any items to be placed on the annual meeting agenda shall be submitted to the Secretary twenty (20) days before the scheduled meeting.

Section 5 - Special Meetings Special meetings of the Board shall be held whenever called by the President or by one of the Directors, at such time and place as may be specified in the respective notice or waivers of notice thereof.

Section 6 - Notice and Waiver Notice of any special meeting shall be given at least five (5) days prior thereto by written notice delivered personally, by mail or by facsimile to each Director at his or her address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage prepaid. Any Director may waive notice of any meeting either before, at, or after such meeting, by signing a waiver of notice. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of such meeting, or the manner in which it has been called or convened, except when a Director states at the beginning of the meeting any objection to the transaction of business because the meeting is not lawfully called or convened.

Section 7 - Quorum and Adjournments At all meetings of the Board, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation, or by these Bylaws. A majority of the Directors present at the time and place of any regular or special meeting, although less than a quorum may adjourn the same from time to time without notice until a quorum shall be present.

Section 8 - Board Action At all meetings of the Board, each Director present shall have one vote. Except as otherwise provided by Statute, the action of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board. Any action authorized, in writing, by all of the Directors entitled to vote thereon and filed with the minutes of the Corporation shall be the act of the Board with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board. Any action taken by the Board may be taken without a meeting if agreed to in writing by all members before or after the action is taken and if a record of such action is filed in the minute book.

Section 9 - Manner of Meeting Directors may participate in meetings of the Board through use of a telephone, online or any other electronic means if such can be arranged so that all Board members can hear or view all other participants and the Board approves such venue. Board members participating in meetings electronically shall constitute presence in person.

Section 10 - Resignation and Removal Any Director may resign at any time by giving written notice to another Board member, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board or by such Officer, and the acceptance of such resignation shall not be necessary to make it effective. Any Director may be removed for cause by action of the Board.

Section 11 - Compensation No stated salary shall be paid to Directors, as such for their services, but by resolution of the Board a fixed sum and/or expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

Section 12 - Liability No Director shall be liable for any debt, obligation or liability of the Corporation.

ARTICLE VII
OFFICERS

Section 1 - Number, Qualification, Election and Term The Officers of the Corporation shall consist of a President, a Vice-President, a Secretary, a Treasurer, and such other Officers, as the Board may from time to time deem advisable. An Officer is a Director of the Corporation. The Corporation’s members, at the Corporation's regular annual meeting shall elect the Officers of the Corporation. Membership votes shall be noncumulative. Each Officer shall hold office for three (3) years until the annual meeting of an election year of the Board, and until a successor shall have been elected and qualified, or until the Officer’s death, resignation or removal. Officers may hold office for more than one consecutive term.

Section 2 - Resignation and Removal Any Officer may resign at any time by giving written notice of such resignation to the President or the Secretary of the Corporation or to a member of the Board. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board member or by such Officer, and the acceptance of such resignation shall not be necessary to make it effective. Any Officer may be removed, either with or without cause, and a successor elected by a majority vote of the Board at any time.

Section 3 - Vacancies A vacancy in any office may, at any time, be filled for the unexpired portion of the term by a majority vote of the Board.

Section 4 - Duties of Officers The Officers of the Corporation shall, unless otherwise provided by the Board, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may from time to time be specifically decided by the Board or statute.

Section 5 - Compensation The Officers of the Corporation shall be entitled to such compensation, as the Board shall, from time to time, determine.

Section 6 - Delegation of Duties In the absence or disability of any Officer of the Corporation or for any other reason deemed sufficient by the Board of Directors, the Board may delegate his powers or duties to any other Officer or to any other Director.

Section 7 - Liability No Officer shall be liable for any debt, obligation or liability of the Corporation.

Section 8 - President The President will be the Chief Executive Officer of the Corporation. It will be the duty of the President to call meetings, set agendas and preside at all meetings of the Board of Directors and to have general supervision of the affairs of the Corporation. He or she will execute on behalf of the Corporation all contracts, deeds, conveyances, and other instruments in writing that may be required or authorized by the Board of Directors for the proper and necessary transaction of business of the Corporation. At the end of the President's term, he or she will be expected to become a Member-at-Large. In the Member-at-Large position, in addition to the regular function of the Member-at-Large, the former President is asked to draw upon their knowledge and experience to lend support to the incoming President, answer questions, and help as they can.

Section 9 - Vice-President It will be the duty of the Vice-President to act in the absence of the President and to perform such other duties as may be assigned to him or her by the President or Board. In the absence of the President, the execution by the Vice-President on behalf of the Corporation of any instrument will have the same force and effect as if the President executed it on behalf of the Corporation.

Section 10 - Secretary The Secretary will be responsible for keeping the corporate records. He or she will give or cause to be given all notices of meetings of the Board of Directors and all other notices required by the Bylaws. The Secretary will be the custodian of all minutes, books, correspondence, and paper relating to the business of the Corporation, except those of the Treasurer. The Secretary will maintain the Members List on the NABSSAR website by coordinating with the Registrar and Treasurer all members who have paid their yearly memberships.

Section 11 - Treasurer The Treasurer will have general charge of the finances of the Corporation. When necessary and proper, he or she will endorse on behalf of the Corporation all checks, drafts, notes and other obligations and evidences of the payment of money to the Corporation or coming into his or her possession, and he or she will deposit the same, together will all other funds in such bank or banks as may be selected by the Board of Directors. He or she will keep an accurate account of all receipts and disbursements of the Corporation in books belonging to the Corporation, which will be open at all times to the inspection of the Board of Directors. He or she will present to the Board of Directors at its annual meeting his or her report as Treasurer of the Corporation and will from time to time make such other reports to the Board of Directors as it may require.

ARTICLE VIII
TEAM MEMBERS

Section 1 - Number, Qualification, Election and Term The Team Members of the Corporation shall consist of the following: Paddock Editor, Paddock Co-Editor, Calendar Coordinator, Website Maintenance, and Historian and such other Team Members, as the Board may from time to time deem advisable. The Corporation's Directors, at the Corporation's regular annual meeting shall nominate and approve the Team Members of the Corporation from a pool of interested parties. Each Team Member's position shall be for one (1) year until the annual meeting of the Board, and until a successor shall have been elected and qualified, or until the Team Member's death, resignation or removal. Team Members may hold positions for more than one consecutive term.

Section 2 - Paddock Editor The Paddock Editor is responsible for the organization, layout and production of the Paddock. He/she is responsible for filling and designing all contents of the Paddock and producing it on time (on a quarterly basis with release dates of April 1, July 1, October 1, and January 1). The Editor and the Co-Editor should work together on correcting the grammar and punctuation of the contributed articles for the final copy before the issue is sent to the Secretary to be sent to the Association members. The Editor is responsible for getting the completed Paddock to the Secretary on time so that it can be sent out to all Association members. The Paddock Editor is not a member of the Board of Directors.

Section 3 - Paddock Co-Editor The Co-Editor is responsible for assisting the Paddock Editor by suggesting new articles and helping to get stories and information to fill each Paddock. He/she is responsible for contacting members for stories, featured farm articles, etc. The Co-Editor and the Editor work together on correcting the grammar and punctuation of the contributed articles for the final copy before the issue is sent to the Secretary to be sent to the Association members. The Paddock Co-Editor is not a member of the Board of Directors.

Section 4 - Calendar Coordinator The Calendar Coordinator is responsible for collecting photos submitted for the calendar, getting BOD approval on all photos, and putting the calendar together. He/she will assist members that have any problems or questions with regards to ordering calendars. The Calendar Coordinator is not a member of the Board of Directors.

Section 5 - Website Coordinator The Website Coordinator shall be nominated and approved by the Board after reviewing resumes. He/she shall abide by all terms set forth in his/her agreement with NABSSAR. He/she shall provide the Vice President, the Secretary, and the Treasurer with current Internet account information, including billing information and password(s) He/she shall work with the President, Vice President, Secretary and Treasurer to maintain the website based on Board directives, including obtaining approval for new information. Any person agreeing to produce a product (logo, program, publication, website, etc.) for NABSSAR shall sign a statement that said product should be the sole property of NABSSAR unless solely agreed to by the Board. The Website Coordinator runs photograph contests. The Website Coordinator person is not a member of the Board of Directors.

Section 6 - Historian The Historian keeps a history of the breed as changed over time. The Historian shall keep a running history of the organization. Should the Historian resign, the history shall be turned over within thirty days to the replacement person. The Historian is not a member of the Board of Directors.

ARTICLE IX
COMMITTEES

Section 1 - Committees The Board of Directors may, by resolution, designate an Executive Committee and one or more other committees. Such committees shall have such functions and may exercise such power of the Board of Directors as can be lawfully delegated, and to the extent provided in the resolution or resolutions creating such committee or committees. Meetings of committees may be held without notice at such time and at such place as shall from time to time be determined by the committees. The committees of the Corporation shall keep regular minutes of their proceedings, and report these minutes to the Board of Directors when required. Committee members shall serve on the committee until the next annual meeting of the Corporation and until a successor is appointed.

ARTICLE X
ACTION BY WRITTEN CONSENT

Section 1 - How Taken Action may be taken by use of signed written consents by the number of members, Directors, or committee members whose vote would be necessary to take action at a meeting at which all such persons entitled to vote were present and voted. Each written consent must bear the date of signature of each person signing it. A consent signed by less than all of the members, Directors, or committee members is not effective to take the intended action unless consents, signed by the required number of persons, are delivered to the Corporation within 60 days after the date of the earliest dated consent delivered to the Corporation. Delivery must be made by hand, or by certified or registered mail, return receipt requested. The delivery may be made to the Corporation's registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent, or an Officer or agent having custody of books in which the relevant proceedings are recorded. If the delivery is made to the Corporation's principal place of business, the consent must be addressed to the President or principal executive officer. The Corporation will give prompt notice of the action taken to persons who do not sign consents. If the action taken requires documents to be filed with the secretary of state, the filed documents will indicate that the written consent procedures have been properly followed.

A telegram, telex, cablegram, or similar transmission by a member, Director, or committee member, or photographic, facsimile, or similar reproduction of a signed writing is to be regarded as being signed by the member, Director, or committee member.

ARTICLE XI
BOOKS, RECORDS AND REPORTS

Section 1 - Annual Report The President of the Corporation shall cause to be prepared annual or other reports required by law and shall provide copies to the Board of Directors.

Section 2 - Permanent Records The Corporation shall keep current and correct records of the accounts, minutes of the meetings and proceedings and membership records (if any) of the Corporation. Such records shall be kept at the registered office or the principal place of business of the Corporation. Any such records shall be in written form or in a form capable of being converted into written form.

Section 3 - Inspection of Corporate Records If this Corporation has members, then those members shall have the right at any reasonable time, and on written demand stating the purpose thereof to examine and make copies from the relevant books and records of accounts, minutes, and records of the Corporation.

Section 4 - Payments All checks, drafts, documents and other such orders for payment of funds over $250.00 shall require a Board vote before payment.

ARTICLE XII
FISCAL YEAR

Section 1 - Fiscal year The fiscal year of the Corporation shall be the period selected by the Board of Directors as the tax year of the Corporation for federal income tax purposes.

ARTICLE XIII
AMENDMENTS

Section 1 - Articles of Incorporation The Board of Directors may amend the Articles of Incorporation unless this Corporation has members, in which case they can be amended as provided by law.

Section 2 - Bylaws The Board of Directors may amend these Bylaws.

ARTICLE XIV
INDEMNIFICATION

Section 1 - Indemnification The Corporation will have the power to indemnify and hold harmless any Director, Officer, or employee from any suit, damage, claim, judgment, or liability arising out of, or asserted to rise out of conduct of such person in his or her capacity as Director, Officer, or employee, except in such cases involving willful misconduct. The Corporation will have the power to purchase or procure insurance for such purposes.

Section 2 - Insurance The Corporation may but is not required to obtain insurance providing for indemnification of Directors, Officers and employees.

Certified to be the Articles of Incorporation and Bylaws of the Corporation adopted by the Board of Directors on October 30, 2012


Updated as of 09/01/2015