ARTICLE 1: NAME, PURPOSE AND OBJECTIVES

            Section 101: The name of this corporation is National Tunis Sheep Registry, Inc.

                        and may be cited as "NTSRI".

            Section 102: The purposes for which this corporation is formed are to guard and

                        maintain the purity of Tunis sheep; to encourage the breeding of Tunis

                        sheep; to keep and maintain a Registry for the registration of pure-bred

                        Tunis sheep; to issue Certificates of Registration and transfer the same;

                        and do all other things which may be requisite, necessary and proper in

                        and about carrying out of the purposes and objectives of the corporation.

            Section 103: The objectives of the corporation are to publish flock and stud books

                         from time to time; to disseminate scientific, educational, genetic or

                         historical information and data relevant to the Tunis breed through an

                         official publication; to foster high standards of education in all aspects of

                         animal husbandry of Tunis sheep; to maintain the highest ethical

                         standards amongst its members and to cooperate with other organizations

                         having similar objectives.

ARTICLE 2: REGISTRY OF PUREBRED TUNIS SHEEP

            Section 201: The Registry shall include information needed to trace ancestry and

                        ownership of registered Tunis sheep.

            Section 202: The identification of the original owner, the sheep's ear tag or tattoo

                         number and the assigned registration number is the permanent

                         identification of a registered Tunis sheep. This identification cannot be

                         changed or used by any other registered Tunis sheep.

            Section 203: A Certificate of Registration shall be issued to each sheep accepted

                         for entry in the Register.

            Section 204: The Board of Directors shall have the authority to cancel a

                         Certificate of Registration and the certificates of all animals descending

                         from the canceled certificate if undeniable proof reveals that the

                         certificate was obtained by fraud, misrepresentation or dishonesty. The

                         entire Board of Directors must unanimously agree to cancel a Certificate

                         of Registration.

ARTICLE 3: MEMBERSHIP AND VOTING

            Section 301: A group of persons (for example: business enterprise, association,

                         sheep club, farm, ranch, family) or any individual may apply for

                         membership by submitting a NTSRI Application for Membership and one

                         year's membership dues. A "group of persons" submits one (1)

                         Application for Membership and one (1) fee. Therefore, a "group of

                         persons" is one (1) member. Each member has one vote. Every member is

                         entitled to cast that vote in person, by proxy, or by mail ballot.

            Section 302: Membership is retained by payment of annual dues and is verified by

                         a membership card signed by the secretary. If dues are not received within

                         thirty (30) days after the expiration date stated on the card, all rights and

                         privileges of membership are terminated. Membership is reinstated by

                         payment of dues. Membership is not transferable.

ARTICLE 4: MEETINGS OF THE MEMBERS

            Section 401: An annual meeting of the members shall be held at a time and place

                         determined by the Board of Directors.

            Section 402: Special meetings of the members may be called by ten percent

                         (10%) of the members, by three (3) directors or by the president. The call

                         for a special meeting shall be submitted to the secretary and must at least

                         include the purpose of the meeting and the name(s) of the person(s)

                         calling for the meeting.

            Section 403: Written notice of any meeting must be mailed first class and post

                         marked at least thirty (30) days before the date of the meeting. Notice of a

                         special meeting must include who called the meeting and for what

                         purpose.

            Section 404: Twenty percent (20%) of the members constitute a quorum at a

                         meeting of the members. If this number is not present, the number of

                         directors sufficient to represent a majority of the entire membership shall

                         constitute a quorum.

ARTICLE 5: GOVERNING BOARD

            Section 501: The NTSRI is governed and managed by a Board of Directors who

                         shall handle and be responsible for all corporate affairs in accordance

                         with the laws of the State of New York affecting not-for-profit

                         corporations and in accordance with the Constitution and By-laws of the

                         NTSRI.

            Section 502: The first Board of Directors shall consist of seven (7) persons.

                         Thereafter, the number of directors constituting the entire board shall be

                         at least three (3). The number of directors may be changed by action of

                         the members or of the Board of Directors at a properly called meeting.

                         Any decrease in the number of directors shall not shorten the term of any

                         incumbent director. Newly created director positions shall be filled at the

                         next regular election of directors by action of the members entitled to vote

                         in the election.

            Section 503: The Board of Directors shall be divided into three (3) groups.

                         Approximately one-third of the directors are elected each year.

            Section 504: The Board of Directors will hold their regular meeting within two

                         (2) days of the annual meeting of the members. Additional meetings may

                         be called by the president or by any director. The number of directors

                         sufficient to represent a majority of the membership at large shall

                         constitute a quorum.

ARTICLE 6: DIRECTORS

            Section 601: A director must be at least eighteen (18) years of age and dues paid

                         member of the NTSRI thirty (30) days prior to nomination and throughout

                         his/her directorship. No member may hold more than one (1) director

                         position at a time.

            Section 602: Specific duties of a director may be determined by a majority of the

                         membership at large. In the absence of specific duties determined by the

                         members, directors shall act in good faith and in the best interest of the

                         NTSRI.

            Section 603: A director serves a term of three (3) years and until his/her successor

                         takes office. A director who has served two (2) consecutive terms can not

                         be re-elected to a director position for at least one (1) year.

            Section 604: Directors shall be nominated and elected directly by the members

                         living in special electoral regions. The precise boundaries of each region

                         shall be determined in conjunction with any adopted change in the

                         number of directors.

            Section 605: Each region is entitled to elect one (1) director and one (1) alternate.

                         A director shall serve as the representative of those members entitled to

                         vote in the election. A director shall have and may exercise all of the

                         powers, rights and privileges of those members at a meeting of the Board

                         of Directors or of the members. An alternate may attend meetings of the

                         Board in an ex-officio capacity. If a director is unable to attend a meeting,

                         his/her alternate may vote in place of the director.

            Section 606: Nomination and election of directors and alternates shall be by mail

                         ballot sent to each member in the region affected by the election. The

                         candidate receiving the most votes will be declared elected at the annual

                         meeting of the members and shall take office immediately after the

                         meeting is adjourned. The runner-up in the election shall be declared the

                         alternate.

            Section 607: The nomination period begins at least one hundred-twenty (120)

                         days before the date of the annual meeting of the members and lasts for

                         twenty-one (21) days. The election period begins at least forty-five (45)

                         days before the date of the annual meeting and lasts for twenty-one (21)

                         days.

            Section 608: The Board of Directors will appoint an Election Officer two (2)

                         weeks before nominations are scheduled to begin. The Election Officer

                         will send and receive all documents associated with nominations and the

                         election. He/She will verify that each nominee is qualified and accepts the

                         nomination. The Election Officer shall prepare a written tally of

                         nominations and votes. The tally, nomination forms and ballots received

                         shall be presented at the annual meeting of the members. The Election

                         Officer is not required to be a NTSRI member.

            Section 609: A director or alternate may be removed from his/her position by

                         written petition signed by a majority of the members living in the region

                         he/she represents. The petition may be presented to any officer or sent to

                         the business office of the corporation. 

            Section 610: Any vacancy that may occur on the Board of Directors shall be filled

                         by the elected alternate. If the alternate is unable to serve until the next

                         regular election of the directors, the president shall appoint a member

                         from the region affected by the vacancy to serve until the next time.

                         Nomination and election of a replacement to complete the term of the

                         vacated position will take place at the next regular election of directors.

            Section 611: At a meeting of the Directors, if there is a tie vote, the President's

                         vote shall break the tie.

ARTICLE 7: OFFICERS

            Section 701: The Board of Directors shall elect a president, a vice-president, a

                         secretary and a treasurer from its members to serve as the officers of the

                         corporation. The election of the officers is to take place on the same day

                         as the annual meeting. Officers serve a term of one (1) year and until their

                         successors take office.

            Section 702: Specific duties of an officer may be determined by a majority of the

                         directors. If no specific duties are adopted, the duties of officers are those

                         usually considered to be the function of their respective office.

            Section 703: If it becomes necessary to remove an officer from his/her position,

                         the directors may do so by a two-thirds vote.

ARTICLE 8: COMMITTEES

            Section 801: Committees may be appointed by the president as the need arises.

                         Committees and their assigned function must be approved by a majority

                         of the directors.

            Section 802: The Board of Directors has the authority to adopt recommendations

                         proposed by a committee provided a vote of NTSRI members is not

                         required by the New York Not-For-Profit Corporation Law or this

                         Constitution and By-Laws. Adoption of the recommendation or any

                         revision thereof shall require approval by the number of directors

                         sufficient to represent a majority of the members. Notice of an adopted

                         recommendation that affects established policy and procedure must be

                         sent to the entire membership by first class mail as soon as possible and

                         shall not take effect until at least ninety (90) days after the post mark on

                         the notice.

ARTICLE 9: PARLIAMENTARY AUTHORITY

            Section 901: Robert's Rules of Order, as may be revised from time to time,     

                         prevails in matters of parliamentary procedure where it is not inconsistent

                         with this Constitution and By-Laws or any Rule of Order that may be

                         adopted.

ARTICLE 10: CORPORATE RECORDS AND ACCESS TO INFORMATION

            Section 1001: The fiscal year of the corporation is January 1 to December 31. A

                         report for the previous fiscal year shall be prepared by the Board of

                         Directors in accordance with the Not-For-Profit Corporation Law of the

                         State of New York. The annual report of the Board shall be presented at

                         the annual meeting of the members and entered in the minutes of the

                         meeting.

            Section 1002: The permanent records shall include documents which govern the

                         operation of the corporation, a correct and complete set of financial

                         records, minutes of meetings of the board and of the members, a list

                         containing the names and addresses of members, a list containing the

                         names and addresses of directors and officers, and information

                         recorded in the Registry of Purebred Tunis Sheep. Any of these items may

                         be in written form or in any other form capable of being converted into

                         written form within a reasonable time.

            Section 1003: The mailing address for the receipt of corporate business shall be

                         determined by the Board of Directors. NTSRI members and the Attorney

                         General's office of the State of New York shall be notified immediately of

                         any change in the business office address.

            Section 1004: Information from the files of the NTSRI may be obtained by

                         sending a written request to the business office of the corporation. Fees

                         for duplicating, postage, special research or other expenses related to the

                         request may be charged.

ARTICLE 11: CHANGES IN THE CERTIFICATE OF INCORPORATION

            Section 1101: The Board of Directors is authorized to amend, restate, and/or

                         change the certificate of incorporation by unanimous approval of the

                         entire Board.

            Section 1102: Upon dissolution of the National Tunis Sheep Registry, Inc., the

                         Board of Directors will, after paying or making provision for payment of

                         all liabilities of the Registry, dispose of all assets of the Registry

                         exclusively for the purpose of the Registry in such a manner, or to such

                         organizations under section 501 (c) 5 of the Internal Revenue Code of

                        1954 (or corresponding provisions of any future United States Internal

                         Revenue Law) as the Board of Directors may determine.

ARTICLE 12: CHANGES IN THE CONSTITUTION AND BY-LAWS

            Section 1201: Proposed changes to the Constitution and By-Laws may come from

                         the Board of Directors, five (5) members of the NTSRI or one (1) director

                         on behalf of the members he/she represents.

            Section 1202: Changes adopted at a meeting of the members or by the Board of

                        Directors must be submitted to the entire NTSRI membership by mail

                         ballot. The membership shall have thirty (30) days to vote against the

                         change. Written negative votes must be received from two-thirds of the

                         membership at large in order to veto the change.

            Section 1203: The Constitution and By-Laws shall be reviewed by Committee at

                         least once every five (5) years.

ARTICLE 13: PRIVATE PROPERTY

            Section 1301: The private property of the members, directors and officers of the

                         Corporation shall be exempt from Corporation debts, obligations and liabilities.

We hereby certify that the foregoing is a full, true and correct copy of the Constitution and By-Laws of the National Tunis Sheep Registry, Inc., a New York not-for-profit corporation, adopted by the entire Board of Directors acting in good faith and in the best interest of the National Tunis Sheep Registry, Inc., as in effect on the first day of  March, 2007: Sally Barney, Region 1; Peter Harris, Region 2; Bob Bartholomew, Jr., Region 3; Dan Swartz, Region 4; Jeff  Norris, Region 5; Randy Powley, Region 6; Nancy Schmidt, Region 7; Dr. Roy Davis, Region 8; Barbara Cassell, Region 9; Linda Cook, Region 10.

We hereby approve this NTSRI Constitution on this 25th day of May, 2007.

NATIONAL TUNIS SHEEP REGISTRY, INC.

President______________________________  Bob Bartholomew, Region 3

Vice-President__________________________Nancy Schmidt, Region 7

Secretary______________________________ Barbara Cassell, Region 9

Treasurer______________________________ Sally Barney, Region 1

Director_______________________________ Peter Harris, Region 2

Director_______________________________ Dan Swartz, Region 4

Director_______________________________ Jeff Norris, Region 5

Director_______________________________ Randy Powley, Region 6

Director_______________________________ Dr. Roy Davis, Region 8

Director_______________________________ Linda Cook, Region 10