ARTICLES OF INCORPORATION

We, whose names are hereunto subscribed, hereby associate ourselves into a body corporate under the provisions of Chapter 394, as amended, of the 1939 Code of the State of Iowa; assuming all the powers, rights and privileges granted bodies Corporate, and all the duties and obligations imposed by said Chapter, and do adopt the following Articles of Incorporation, to-wit:

The name of this association is the "AMERICAN CREAM DRAFT HORSE ASSOCIATION". It's principal office is located at Charles City, Floyd County, Iowa.

The general nature of the business of this association is both agricultural and scientific, namely: To develop and improve, by careful study and careful breeding, the breed of horses known as the American Cream Draft Horse; to make and preserve accurate records of the breeding and ancestry of these horses; to issue certificates and other papers attesting to the breeding and relativity of such horses; to do any and all things necessary to advance interests of the breed. This association shall have power to do all things consistant with the above mentioned, as is usually exercised by like organizations.

The corporate period of this corporation shall begin on the date the Secretary of State issues a certificate of incorporation, and shall terminate at the expiration of fifty (50) years from said date, with the right of renewal as provided by law, unless sooner dissolved by a three-fourth vote of the members at any annual meeting, or at a special meeting called for that purpose, or by unanimous consent as provided by law.

The names, and addresses of the Board of Directors for the first year are as follows, to-wit:

                                President                C.T. Rierson        Radcliffe        Iowa

                                Vice-President        Verner Stromer         Klemme         Iowa

                                Secretary-treasurer Karene Bunker        Radcliffe         Iowa

                                Director                 Lawrence Bavender New Providence Iowa

                                Director                 Al Staudt                 Dougherty         Iowa

                                Director                Earl Werling       Renwick         Iowa

There shall be six directors, a director must be a member in good standing. At the first meeting there shall be elected by ballot of members present, six directors; two for a term of one year, two for a term of two years, and two for a term of three years. At the close of the first annual meeting the directors shall select from their own group, a president, vice-president, and secretary-treasurer to serve for one year. At each annual meeting thereafter, two directors shall be chosen by ballot of the members present of a term of three years, to hold office until their successors are elected and succeed them to office. Vacancies in the board caused by death, resignation, or repeated absences from directors' meetings, may be filled until the next annual meeting by te board. At all board meetings four directors shall constitute a quorum. The board shall be the managing body of the association. It shall have the power to provide offices, fix compensation to be paid officers, employ necessary help, make contracts, expel members from the Association, fix membership fees and dues, fix charges for certificates and services rendered by the association.

Members shall be persons that are breeders or owners of American Cream Draft Hroses, acceptable to the board of directors, and who shall pay the membership fee of Thirty ($30.00) dollars, and the annual dues not to exceed Ten ($10.00) dollars and only to be collected ten if needed for finances in the association. Associate members shall be persons interested in the American Cream Draft Horse Association but not a breeder or owner of an American Cream Draft Horse, acceptable to the Board of Directors and who shall pay the associate membership fee of Ten ($10.00) dollars. NO STOCK SHALL BE ISSUED BY THE ASSOCIATION. Simple and appropriate certificates of membership shall be provided and issued by the Association and shall be signed by the secretary and the president when issued. Only one certificate of membership shall be issued to any one person. Certificates of membership are non-transferable, except to a son or heir and then only on payment of Fifteen ($15.00) dollars. No dividends shall accrue on memberships. Memberships shall be fully paid for on application.

The first annual meeting of the Association and of the board of directors, shall be held on the 4^th day of March, 1944, and annually thereafter at a place and on a day agreed upon by an affirmative vote of two-thirds of all votes cast at the preceding annual meeting, providing that at least twenty five (25%) percent of all voting members vote thereon.

Membership certificates shall be surrendered to the Association on the members voluntary withdrawal. The directors may expel any member if he has attempted to transfer his membership in violation of it's terms, or has willfully violated any article or by-law which provides for such penalty. If a member dies or becomes ineligible, or is expelled, his membership shall be forthwith cancelled. Where expelled, the association shall pay him it's value at that time, but not in excess of the issuing price. Inc cases of death or ineligibility, it shall pay him or his personal representative said value without interest. The directors may call special meetings of the members, and must do so on the written demand of twenty per cent of the membership. Unless waived in writing, each member shall have ten days written notice of the time and place of all meetings, and also the purpose of the special meetings. Such notice shall be given to him in person or by mail directed to his address as shown on the books of the Association.

Any officer or director may be removed by vote of a majority of all voting members of the Association at any meeting called for that purpose.

The President, shall preside at all meetings, and perform all duties usually devolving on the president of such an association. The vice-president shall be vested with the powers and perform the duties of the president in his absence or inability to act. The secretary-treasurer shall make and preserve the minutes of the meetings, keep the books, and attend to the correspondence and perform such duties as may be required by the board and as are appropriate to his office, and make full and complete annual report. He shall keep the accounts of the association, receive the funds thereof, disbursing the same only for the legitimate business. His books shall be open at all times to the officers and members of the Association. He shall make a full and complete report at the annual meeting of the receipts and disbursements during the year served.

Votes shall be cast in person by ballot, or by acclamation, and not by proxy.

The indebtedness of this Association shall never at any time exceed Fifty ($50.00) dollars.

The private property of the members shall be exempt from execution for the debts of the Association.

This Association, being one not for pecuniary profit, will have no earnings, however membership fees, and other fees and receipts, may in the discretion of the board when they exceed it's operating expenses, be allotted to reserve fund, educational fund, and revolving fund.

Articles may be amended at any meeting called for that purpose, an exact copy of the amendment having been mailed to each member ten days prior, by an affirmative vote of three-fourths of all votes cast providing that at least twenty five percent of all members vote thereon. Amendments signed and acknowledged by the president and the secretary-treasurer shall be filed and recorded in the same manner as the original articles.

Signatures, notary seals, seal of the State Secretary, etc. and the registration in the county office all appear on the remainder of the page on the original Charter.