constitution

Constitution and By-laws of the

Nebraska Sheep and Goat
Producers

State of Nebraska
Department of State
Certificate of Incorporaton
I, Allen J. Beerman, Secretary of State of the State of Nebraska do hereby certify that Articles of Incorporation of Nebraska Sheep Council whose registered office is located in Lincoln, Nebraska, were filed in this office as a nonprofit corporation on August 30, 1979, and recorded on Film Roll No. 79-27 at Page No. 326, Miscellaneous Incorporations.
In Testimony Whereof, I have hereunto set my hand and affixed the Great Seal of the State of Nebraska. Done at Lincoln this 30th day of August in the year of our Lord, one thousand nine hundred and seventy-nine. Allen J. Beerman, Secretary of State. Articles of Incorporation

Preamble
According to the Nebraska Statutes 1961 Accumulative Supplements, Under Section 21-1901 to Section 21-1991, we hereby apply for the following non-profit corporation.
Article I - Name
The name of this organization shall be Nebraska Sheep Council.
Article II - Objectives and Purposes
This is a non-profit association whose objectives and purposes shall be to promote the consumption and production of lamb and wool and the interest in and promotion of sheep.
The association shall have perpetual existence.
Article III - Membership
Any person engaged in the production of sheep is, at the discretion of the board of directors, eligible for membership in the association.
Article IV - Dues
All dues are payable to the secretary-treasurer, who shall keep a list of all memberships. Dues are 10¢ per head of sheep sold.
Article V - Fiscal Year, Place of Business and Agent
The fiscal year of this association shall begin January 1, and end December 31, of each year. Membership will be on the same basis. The principle place of business shall be at 38th and East Campus Loop, Lincoln, Nebraska, but the association may have other places of business accessible to the members, directors and associates. The resident agent of this association shall be Ted H. Doane, Extension Sheep Specialist, University of Nebraska, whose office id located on the College of Agriculture Campus in Lincoln, Nebraska.
Article VI - O fficers
(a) The business of this association shall be conducted by a board of directors and officers, consisting of nine (9) members. The officers shall be selected by the directors.

(b) The officers of this association shall be a president, vice-president and a secretary and/or treasurer.

(c) Directors shall be elected by the members for a term of three years, on an alternating pattern so that 2/3 are always retained from the previous year. There shall be three different directors from each district of the state as shown on the attached map.

(d) An executive secretary may be elected by and at the discretion of the board of directors.

(e) If representatives (or a representative) of this association are to serve on the board of directors of the National Associations, they shall be elected by and from the board of directors if the need arises.

(f) The board of directors shall have power to redistrict the state when prevailing districts are inequitable.

(g) All officers of the Nebraska Sheep Council shall hold their respective offices for the term they are elected or appointed and until their successors are qualified and ready to take office.

Article VII - Amendments
These articles may be amended by a two-thirds vote of active members present at any annual meeting, or special meeting called for that purpose.

BY-LAWS

Article I - Order of Business

The order of business shall be as follows:

1. Call to order

2. Roll call for quorum

3. Reading of minutes of previous meetings not yet approved

4. Report of officers

5. Reports of standing committees

6. Reports of special committees

7. Unfinished business

8. New business

9. Program

10. Adjournment

Article II - Duties of Officers
Duties of officers shall be as prescribed by Roberts Rules of Order, or as specified in the Articles and By-Laws of this association.

Article III - Board of Directors

(a) The board of directors, as elected by the active members, shall constitute the governing body of the Nebraska Sheep Council. It shall have full power to transact business, elect officers, and act in other ways for the best interests of the organization.

(b) The meeting of the board of directors shall be held before the adjournment of the annual meeting for transacting urgent business that should be reported to members before the close of the meeting.

(c) The board of directors shall designate the deposition of funds for this association.

(d) A majority of the members of the board of directors shall constitute a quorum.< br>
(e) All meetings of the board of directors shall be called by the president or by a written notice signed by two members of the executive committee, or by a majority of the board members.

Article IV - Executive Committee

(a) The executive committee shall consist of the president, vice-president and secretary and/or treasurer.

(b) The executive committee will be responsible for looking after important business matters when the board of directors is not in session.

(c) The executive committee shall transact only that business which requires immediate attention and cannot be held for action by the board of directors. In event of necessity to make a decision of great importance, which cannot wait until a board meeting can be called, the executive committee would contact board members by telephone or wire for their opinions.

Article V - Meetings

T he annual or special meetings of the members of this association may be held at any time or place at the discretion of the board of directors.

Article VI - Amendments

Amendments to the By-Laws may be made at any meeting of the board of directors as long as these amendments do not conflict with the articles of the association.

Article VII - Incorporators

The following named individuals are the persons taking part in the incorporation of this association and also are the directors.
Bob Ahlschwede - Crete, Nebraska
Bob Aue - Potter, Nebraska
Dean Benker - Potter, Nebraska
Harlan Brown - Mitchell, Nebraska
Jim Gocke - Waco, Nebraska
Steve Gramlich - Carroll, Nebraska
Harry Hart - Cozad, Nebraska
Bruce Robinson - Bennet, Nebraska
Charles Westing - Prosser, Nebraska
Ralph Whitwer - Petersburg, Nebraska
Joe Steffen - Humboldt, Nebraska
(Followed by notaries of each person’s signatures)

ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF NEBRASKA SHEEP COUNCIL

Pursuant to the provisions of Neb. Rev. Stat., Section 21-1932 through 21-1936, the undersigned non-profit corporation adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST, the name of the corporation is NEBRASKA SHEEP COUNCIL.

SECOND, the following amendment of the Articles of Incorporation was adopted by the members of the corporation on the 17th day of November, 1993, in the manner prescribed by Nebraska Revised Statute Section 21-1933:

1. Amend Article I to read: The name of this organization shall be: NEBRASKA SHEEP INDUSTRY ASSOCIATION.

THIRD, a meeting of members was held on November 17, 1993, at which time the amendment was adopted, by a vote of more than two-thirds of the members present at such meeting, said members present representing a quorum.

Dated this 14th day of May, 1994.

NEBRASKA SHEEP COUNCIL
BY:
Robert Ahlschwede, President
Ted H. Doane, Secretary/Treasurer
(Signed by 7 additional persons)