Articles of Incorporation and Bylaws of Babydoll Sheep Registry Association (BSRA)



A DOMESTIC NON-PROFIT BUSINESS

ARTICLE I. NAME

The name of this organization shall be the Babydoll Sheep Registry Association (BSRA)

ARTICLE II. TYPE OF BUSINESS

The type of business shall be a Domestic Non-Profit

ARTICLE III. BUSINESS PURPOSE

SECTION 1: BSRA 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)(5) of the Internal Revenue Code, or the corresponding section of any future tax code. The specific purpose of the Association is to:

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

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

To provide information about the 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 Babydoll Southdown sheep.

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

SECTION 2: No private inurement. No part of the net earnings of the Association shall inure to the benefit of or be distributable to its members, trustees, Officers, or other private persons, except that the Association 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.

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

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

ARTICLE IV. MEMBERSHIP

SECTION 1: Rights and Privileges of Membership.

Membership in the Society is and at all times shall be considered to be a privilege and not a right. As a non-profit, there are no stock options for this business.

SECTION 2: Applying for Membership.

Each applicant shall apply on a form approved by the Officiers. By the signing of the application, the applicant agrees to abide by the Bylaws, Articles of Incorporation and the Code of Ethics of BSRA.

SECTION 3: Active Membership.

An active member is one who owns or breeds the Babydoll Southdown sheep or pet owners, wool fanciers and youth, or person interested in supporting BSRA. These persons may become an active member in BSRA by filing an application, paying membership fees and upholding and obeying the Bylaws and Rules of BSRA.

Junior members, individuals 21 years of age or under, may transact business at active member rates. The Junior member is not allowed to vote or hold office in the Association. The Junior member will have their own membership number and only their name will appear on the Certificate of Registry issued for their sheep and any lambs born.

SECTION 4: The Officiers shall determine the amount of annual membership dues, the amount to be paid by new members as a membership fee and the amount of fees for services that shall be payable to the Registry.

ARTICLE V. MEETINGS

SECTION 1: Annual Meeting.

The annual meeting of the membership shall be held at such time and place as the Officiers may designate

SECTION 2: Special Meetings.

Special meetings of the members may be held at any time. Special meetings may be called by the Officiers. The person calling a special meeting shall designate the date, time and place of such meeting and shall give notice at least 7 days prior to and no longer than 30 days prior to the meeting, along with providing the topic/purpose of said special meeting at time of notice.

SECTION 3: Quorum.

At all the meetings, a majority of two-thirds of the meeting participants shall be deemed to constitute a quorum for the transaction of business, and the act of a majority of the members.

ARTICLE VI. VOTING

Beginning with the second year of membership and continuing as long as the person desires to be an active member, each member of BSR in good standing shall be entitled to one vote on each matter submitted to the membership

One Membership Identification number equals one vote on matters brought before the members.

The Officiers shall establish rules and procedures for voting on issues that come before the Association and shall publish said rules to the membership.

ARTICLE VII. DUTIES OF OFFICERS

The duties of the officers shall be:

SECTION 1: The President shall preside at all meetings of the association and the Officiers. They shall be an ex officio member of all committees and shall perform such other duties as usually pertain to this office.

SECTION 2: The Vice President shall perform the duties of the President in the absence of the President.

SECTION 3: The Executive Secretary shall

- give due and proper notice of all meetings of the association and the Officiers and shall record the proceedings of the same.
- have charge of the associations office, shall receive all moneys, keeping an accurate account thereof.
- have charge of all registrations and publications.
- receive such compensation for his/her services as the Board may consider just.
- maintain the registry of Purebred Babydoll Southdown sheep.
- hold office at the discretion of the Board.

SECTION 4: Officers shall set all fees, dues, and other assessments, reviewing the financial status at least yearly.

SECTION 5: Resignation

Any officer may resign by filing their resignation with the Executive Secretary of the Association. Upon acceptance of such resignation by the Board of Directors the same shall become immediately effective. In case of the Board of Directors neglect to act upon a resignation so filed within thirty days after filing, the resignation shall become effective and the office deemed vacant.

ARTICLE VIII: VIOLATION

Any Officer or member of this Association who violates the Constitution or Rules of Ethics of this Association or any member whose practices in the breeding of purebred Babydoll Southdown sheep are such as to impair the reliability of the records of the association shall be censored, suspended, or expelled by the Officiers.

1. Upon information reflecting adversely upon the conduct of a member being presented to the Executive Secretary or other officer of the association, the Executive Secretary shall cause the same to be investigated.

2. In the event the charge is proved involving false registrations, all registrations procured by such member shall be subject to review and elimination by the Board of Directors.

3. At the close of the investigation, the findings as to the truth or falsity of such charges and shall render its decisions thereon, either censuring, suspending, or expelling the member, or dismissing the charges; and upon the dismissal of the charges restoring the member’s to the privileges of membership in the association if they had been suspended from membership pending the hearing upon such charges.

4. When a member, because of his/her fraud, bad faith or moral turpitude relating to their records or otherwise affecting Babydoll Southdown sheep matters, has been denied privileges of the association or has been censured, suspended or expelled from membership written notice thereof shall be forwarded by registered mail to the last known address of said member, and a copy thereof filed with the Executive Secretary of the association and the fact thereof and the offense committed shall be publicly announced through regularly published media and by the Executive Secretary in their annual report. As to disciplinary action other than that set forth above, the announcement and publication thereof shall be within the discretion of the Officiers.

5. The Officiers, nor any of their members, nor any officer or employee of the Association shall become liable for the decisions rendered, put into effect or published as provided for in the constitution, nor for any action taken pertaining to the same.

ARTICLE IX. GENERAL PROVISIONS

SECTION 1: By-laws may be proposed or amended, and adopted by a majority vote of the Officers voting at any annual meeting.

SECTION 2: This Constitution may be amended or altered at any annual meeting provided that notice of the intention to amend this Constitution and the substance of such amendment have been submitted 30 days prior to the annual meeting.

SECTION 3: No person shall be liable to the Registry for any loss, damage, liability or expense suffered by it on account of any action taken or omitted to be taken as an officer or agent of the Association.

SECTION 4: The Officers shall establish Rules of Registry and Code of Conduct. These rules may be amended or added to by the Officers and it shall be the duty of each member of the Registry to obtain a copy of these rules and abide by the same.

SECTION 5: It shall not be the duty of the Registry to enforce any contract or agreement between buyers and sellers other than furnishing proper certificates of registry and transfers of ownership.

Code Of Ethics

This Code of Ethics establishes a standard of conduct to be followed by all members of the Babydoll Sheep Registry Association (BSRA) in the normal course of owning, breeding, exhibiting, and selling of Babydoll sheep. These principles stand alongside the responsibilities and obligations imposed on members by the BSRA Articles of Incorporation 2022.

Our Members
* Members must be aware of their responsibilities and aim at all times to conscientiously maintain the highest possible standards of integrity.
* Members will abide by the BSRA rules and regulations associated with their membership.
* Members will treat each other with respect and courtesy and will aim to be inclusive of all members.
* Members will not participate, tolerate or condone any form of bullying, sexual harassment or any form of discrimination.
* Members should advance the interests of the BSRA and maintain its integrity and status, including observing the highest standard of ram management, professional probity, business practice, flock records, and fair & proper competition.
* Members will adhere to all federal, state, and local laws pertaining to the keeping or breeding of sheep or livestock.
* Members will always breed, raise and maintain their animals according to current animal welfare standards.
* Members will not knowingly use for breeding any animal with major defects or hereditary diseases.
* Members will aim to breed and register sheep for breeding to the standards outlined in BSRA breed standards.
* Members wil never knowingly falsify any records or documents concerning the registrations or pedigrees.
* Members will deal honestly, ethically and fairly and will not engage in false or misleading advertising of stock.
* Members will sell animals in good healthy condition, free to the best of their knowledge from disease or major defects or hereditary disease.
* Members will ensure that registration and transfer of stock is completed promptly in accordance with the BSRA rules.
* Members should work to increase awareness of the Babydoll sheep breed and BSRA.
* Members should present a professional appearance and demeanour when representing BSRA or participating in its activities and must suppress dishonourable or unprofessional conduct or practice.
* Members should treat industry associates in a fair and respectful manner. Members should be willing to share their experience.
* Prospective members and other enquirers should be treated with courtesy. Requests for information, documentation, merchandise or advice should be satisfied in a prompt, professional and impartial manner. Bias of any kind should be avoided.
* Members should be sensitive to conflict of interest and should immediately declare their interest and disqualify themselves from any activity that might be seen to suffer from that conflict. In this regard, no member will judge an animal in which they hold ownership or have bred. Perceived conflicts of interest should also be avoided in order to protect and promote the standing of the BSRA.
* Members will accept with good grace the outcomes of activities conducted and decisions made by the BSRA committee (assuming due diligence and governance processes are followed correctly).

Our Office Bearers and Committee Members
Office bearers and Committee members are in a position of trust and will do nothing to abuse that trust. In addition to the principles above office bearers and Committee members must:
* ensure the governance processes they undertake are guided by the following values:
Transparent, Accessible, Responsive, Accountable, Inclusive, Clear and Efficient.
* behave honestly and with integrity in connection with their role
* carry out their functions with due care and diligence for the benefit, as far as practicable, of BSRA
* disclose any interest in a matter that conflicts with their ability to perform their duties
* not use their position or information acquired as a committee member for improper purpose
* maintain appropriate confidentiality about official dealings the committee has with members or confidential information of BSRA
* use BSRA resources in a proper manner and for a proper purpose
* act in accordance with the rules of natural justice**
* - Disclosure of interests – if a committee member has a direct or indirect interest in a matter being considered or about to be considered at a committee meeting, and the interest appears to raise a conflict with the proper performance of his or her duties in relation to the consideration of the matter the committee member must, as soon as possible after becoming aware of this interest, disclose the nature of the interest at a committee meeting. The committee must deal with any disclosure of interest by:
* The details of the interest must be recorded in the committee meeting minutes
* Unless the committee determines otherwise, the committee member cannot be present while the matter is discussed at the committee meeting, or take part in any decision of the committee with respect to that matter. ** - As per legal requirements in all committee decisions affecting a member the committee must ensure they afford natural justice to the member, meaning that:
* the member must be notified of the grounds on which proposed action will be taken
* the member should have an opportunity to be heard, and
* the disciplinary outcome should be reached by an unbiased decision-maker.

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