Governing Documents

Mission Statement

The Australian Shepherd Club of America is dedicated to maintaining the integrity of its registry and to preserving and promoting the Australian Shepherd as an intelligent working dog with strong herding instinct.

ASCA’s Articles of Incorporation were originally filed in 1973. They have been revised several times since, and were revised most recently in late 1998 to allow the membership to have the responsibility to authorize changes to the club Bylaws.

The undersigned, acting as incorporator of a corporation (the “Corporation”) under the provisions of the Washington Nonprofit Corporation Act (this act as amended from time to time is referred to herein as the “Act”), adopts the following Articles of Incorporation.

ARTICLE I
Name
The name of the Corporation is The Australian Shepherd Club of America.

ARTICLE II
Period of Duration
The period of duration of the Corporation is perpetual.

ARTICLE III
Purposes and Powers
3.1 In general the purposes for which the Corporation is organized are limited as follows:

   a. General Purposes

  1. To promote, encourage, and facilitate the breeding and improvement of the Australian Shepherd Dog.
  2. To obtain and exchange information regarding the scientific breeding and raising of the Australian Shepherd Dog.
  3. To provide an organizational framework to facilitate these purposes.

   b. Ancillary Purposes

  1. To do everything necessary, proper, advisable, or convenient for the accomplishment of the purposes hereinabove set forth, and to do all other things permitted by the Act, by other law, or by these Articles of Incorporation.

   c. To Carry Out These Purposes in Other States

  1. To carry out the purposes herenabove set forth in any state, territory, district, or possession of the United States, or in any foreign country, to the extent that these purposes are not forbidden by the law of the state, territory, district, or possession of the United States, or by the foreign country.

3.2 Statutory Powers. The Corporation, subject to specific written limitations or restrictions imposed by the Act or by these Articles of Incorporation and solely in furtherance of, but not in addition to, the limited purposes set forth in Section 3.1 of this Article shall have and exercise all the powers specified in the Act.

ARTICLE IV
Provisions for Regulation of the Internal Affairs of the Corporation
4.1 By-Laws. The initial By-Laws of the Corporation shall be adopted by its Board of Directors. The power to alter, amend or repeal the By-Laws, or to adopt a new set of By-Laws, shall be reserved to the Board of Directors. The By-Laws may contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with the Act, or these Articles of Incorporation.

4.2 Amendments of Articles of Incorporation. The Corporation reserves the right from time to time to amend, alter, or repeal any provision in its Articles of Incorporation in any manner now or hereafter permitted by the Act or any other applicable statute.

ARTICLE V
Address of Initial Registered Office And Name of Initial Registered Agent
5.1 Registered Office. The address of the initial registered office of the Corporation is U.S. Forest Service, Box 16, Cougar, Washington 98616.

5.2 Registered Agent. The name of the initial registered agent of the Corporation, an individual resident in Washington whose business office is at the above address, is Harold E. May.

ARTICLE VI
Data Respecting Directors

  1. Initial Board of Directors. The initial Board of Directors shall consist of three members, who need not be residents of the State of Washington or members of the Corporation.
  2. Names and Addresses. The names and addresses of the persons who are to serve as Directors until the first annual meeting of members, or until their successors shall have been elected and qualified, are as follows:1. Ernest Hartnagle
    1675 Upland
    Boulder, Colorado 803022. Gwen Stevenson
    Oak Run, California 960693. Phillip Wildhagen
    821 Boston Post Road
    Sudbury, Massachusetts 0177
  3. Increase or Decrease of Directors
    The number of Directors of the Corporation shall be not more than four nor less than three. Subject to this limitation, the number of Directors may be increased or decreased from time to time by amendment of the By-Laws; but no decrease shall have the effect of shortening the term of any incumbent director. In the absence of a provision in the By-Laws fixing the number of Directors, the number shall be three.

ARTICLE VII
Provisions for Distribution of Assets on Dissolution or Final Liquidation

  1. Upon dissolution or final liquidation, the net assets of the corporation shall be distributed to:a. The Animal Defender’s League
    Title Insurance Building
    429 S.W. 4th
    Portland, Oregon, orb. The Oregon Humane Society
    1067 N.E. Columbia Blvd.
    Portland, Oregon, orc.  Any other national organization, the funds of which are used for the purpose of pet animal spaying and/or neutering programs.
  2. The net assets distributed as provided for in 7.1 above shall be done so with the limitation that the assets distributed shall be used for the purpose of funding programs for pet animal spaying and/or neutering; provided that, such a limitation on the use of funds is arranged with the consent of the distributee organization; and further provided that, failure to limit the use of said funds for these purposes shall not prevent the distribution of said funds to any humane organization or society promoting the welfare of animals.
  3. In any event, the assets of the corporation shall be applied and distributed in the processes of dissolution subject to specific written limitations or restrictions imposed by the Act.

ARTICLE VIII
Data Respecting Incorporator
The name and address of the incorporator of the Corporation, a domestic corporation, is Harold E. May, U.S. Forest Service, Box 16, Cougar, Washington 98616.

EXECUTED this 2nd day of May , 1973.

[Signature of Harold E. May] .

Harold E. May

STATE OF WASHINGTON )
: ss
County of Clark )

On this day personally appeared before me HAROLD E. MAY to me known to be the individual described in and who executed the within and foregoing instrument, and acknowledged that he signed the same as his free and voluntary act and deed, for the uses and purposes therein mentioned

GIVEN under my hand and official seal this 2nd day of May, 1973.

[Signature of Larry O. Klossner] .

Notary Public in and for the State of
Washington, residing in Vancouver

ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE AUSTRALIAN SHEPHERD CLUB OF AMERICA

Pursuant to the Washington Nonprofit Corporation Act.

Pursuant to the provisions of Chapter 24.03 of the Revised Code of Washington (Washington Nonprofit Corporation Act), the undersigned corporation hereby adopts the following Articles of Amendment to its Articles of Incorporation:

1. The name of record of the corporation is:
THE AUSTRALIAN SHEPHERD CLUB OF AMERICA

2. The following amendment to the Articles of Incorporation of the corporation was adopted on October 11, 1986:

6.3 Increase or Decrease of Directors. The number of Directors of the Corporation shall be not more than nine nor less than three. Subject to this limitation, the number of Directors may be increased or decreased from time to time by amendment of the By-laws; but no decrease shall have the effect of shortening the term of an incumbent director. In the absence of a provision in the By-laws fixing the number of Directors, the number shall be nine.

October 11, 1986 was the date of the meeting of members at which the amendment was adopted. A quorum was present at the meeting and the amendment received at least two-thirds of the votes which members present or represented by proxy were entitled to cast.

Dated this 27th day of October, 1986.

THE AUSTRALIAN SHEPHERD CLUB OF AMERICA

By Betty Martin,

President

ATTEST:

Joan Boice

Secretary

ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE AUSTRALIAN SHEPHERD CLUB OF AMERICA

Pursuant to the Washington Nonprofit Corporation Act
Pursuant to the provisions of Chapter 24.03 of the Revised Code of Washington (Washington Nonprofit Corporation Act), the undersigned corporation hereby adopts the following Articles of Amendment to its Articles of Incorporation:

1. The name of record of this corporation is:
THE AUSTRALIAN SHEPHERD CLUB OF AMERICA

2. The following amendment to the Articles of Incorporation of the corporation was adopted on April 23, 1999:
ARTICLE IV, Section 4.1 of the Articles of Incorporation is hereby amended to read as follows:

“4.1 Bylaws. The power to alter, amend or repeal the Bylaws, or to adopt a new set of Bylaws, shall be reserved to the membership.

The Bylaws may be altered, amended, repealed, or restated, or a new set of Bylaws adopted, only upon the affirmative vote of a majority of a quorum of members entitled to vote in any membership vote. The Bylaws may contain provisions for the regulation and management of the affairs of the corporation not inconsistent with the Act or these Articles of Incorporation.”

3. At the time of adoption of these Articles of Amendment, there were no members having voting rights with respect to amendment of the Articles of Incorporation.

4. The amendment to the Articles of Incorporation received a majority vote of the Directors in office at a meeting of the Board of Directors held April 23, 1999.

Dated this 23rd day of April, 1999.

THE AUSTRALIAN SHEPHERD CLUB OF AMERICA

By
Gary Hawley
President

ATTEST:
Lori Middleton
Secretary

ASCA’s Breeders Code of Ethics is a longstanding ASCA document. It describes what ASCA would like its breeding community to strive to in terms of personal and professional ethics.

The Australian Shepherd Club of America (ASCA) in keeping with its Constitutional aim of breeding for the working ability as well as other outstanding qualities of the Australian Shepherd, has adopted the following Code of Ethics to promote and foster the highest standards among breeders, owners, and fanciers, and to encourage sportsmanship and cooperation in the improvement and advancement of our breed. All members in good standing with ASCA subscribe to and uphold this code.



ARTICLE I RECORDS

  1. Each member who breeds his bitch or uses his stud for services should keep accurate records of stock such as stud services, pedigrees, all litters produced, sales of dogs/puppies, all exchanges involving Australian Shepherds for a minimum of five (5) years.
  2. Any member who falsifies a registration or knowingly misrepresents a pedigree should be reported to the ASCA Board of Directors.

ARTICLE II BREEDING

  1. A breeder should plan each breeding with the paramount intention of improving the breed.
  2. A breeder should select sire and dam with an eye to conformation, temperament, and working ability with a careful study of the ASCA Breed Standard, pedigrees, and basic principles of genetics.
  3. Before entering into any breeding agreement, a breeder should scrutinize pedigree, conformation and working potentials of both sire and dam keeping in mind the ideal Australian Shepherd as described in the ASCA Breed Standard. He should refuse the breeding if, in his opinion, it is not in the best interest of the breed. Should he refuse the breeding, a full explanation of his reasoning should be given to the owner of the bitch.
  4. A breeder should use for breeding purposes only those individuals free from defects such as monorchidism, cryptorchidism, deafness, albinism and other such disqualifying defects.
    1. He should use only those individuals whose hips have been x-rayed for Dysplasia and rated normal to excellent by a qualified radiologist.
    2. He should take care to use only dogs whose eyes have been examined and found free from signs of ocular deformities.
    3. He should further refrain from using an individual who, although free from the above defects, consistently produced afflicted puppies.

ARTICLE III HEALTH
A breeder should maintain high standards of health and care for his dogs and guarantee the health of puppies at the time of sale.

ARTICLE IV SALES

  1. The breeder should be discriminating in the sale of his puppies and concerned with the type of homes in which they are placed. With this in mind, Australian Shepherds shall not be donated for raffles, give-aways, or sold to dog wholesalers or retailers, such as pet shops.
  2. A breeder should provide a minimum six (6) month written guarantee against crippling or handicapping congenital defects on all pet puppies sold and should additionally guarantee the sale of breeding stock puppies against all hereditary defects and any disqualifying faults for a like period. All guarantees should at least provide for replacement of the puppy with another, within a reasonable length of time after return of the puppy originally purchased.
  3. A breeder should transfer all applicable registration papers at the time the purchase agreement is completed and agreeable to both parties.
  4. Upon sale of a dog/puppy, the breeder should provide all buyers with a two (2) or more generation pedigree (if known) including coat, eye color occurrence of a naturally bobbed tail, diet and care information, health guarantee and inoculation record (including date and type of serum.)
  5. A breeder should refrain from releasing a puppy until at least seven (7) weeks old or eight (8) weeks old if the puppy is to be shipped.

ARTICLE V ADVERTISING

  1. The breeder agrees that all advertising of dogs/puppies should be factual and honest both in substance and implication.
  2. The breeder should be cautious in encouraging buyers as to breeding potential, as the breeding of Australian Shepherds is not to be taken lightly.

ARTICLE VI MEMBER RELATIONS

  1. The exhibiting of dogs being a sport, ASCA members shall be expected to express good sportsmanship in all activities involving the Australian Shepherd.
  2. Members should refrain from unnecessary criticism of another’s dog.
  3. As a matter of ethics, the breeder pledges to help educate the general public as well as graciously assist the novice breeder in all with which he is familiar.

ARTICLE VII IMPLEMENTATION

  1. Any infractions of the code should be reported, in writing, to the ASCA Board of Directors in accordance with the By-laws.
  2. Only when a breeder continues to deviate from these ideals and is not cooperative in rectifying an error will the situation be presented to the Board of Directors for disciplinary action.