Certificate of Incorporation

NOTE: The following resolution (formerly #21) will be the first item considered due to the high level of importance for correct and current information in this document. All other pre-noticed items have NOT been renumbered and are still identified numerically as in previously published documents

– Certificate of Incorporation – CFA Executive Board

RESOLVED: Amend the Certificate of Incorporation of The Cat Fanciers’ Association, Incorporated to reflect the current CFA business information as required by New York law. The changes required and the Restatement of the Certificate of Incorporation are presented below:

RESTATED CERTIFICATE OF INCORPORATION
OF
THE CAT FANCIERS’ ASSOCIATION, INCORPORATED

We, the undersigned, all being persons of full age, and at least two-thirds of us being citizens of the United States and at least one of us a resident of the State of New York, desiring to form a corporation pursuant to section 41 of the Membership Corporations Law of the State of New York, do hereby make, sign and acknowledge this certificate as follows:
SECOND FIRST: The name of the corporation is to be THE CAT FANCIERS’ ASSOCIATION, INCORPORATED.

FIRST SECOND: The particular objects for which this corporation is to be formed are as follows: The purposes for which the Corporation is formed are the registration of the pedigrees of cats and kittens; the promulgation of rules for management of shows; the promotion of the interests of breeders and exhibitors; and the improvement of the breeds of cats. in the United States and Canada.

THIRD: The territory in which its operations are to be principally conducted is the United States and Canada. The Corporation is a corporation as defined in New York Not-for-Profit Corporation Law Section 102(a)(5) and is a non-charitable corporation.

FOURTH: Its principal office is to be located in the Borough of Brooklyn, City and State of  in New York is located in the County of Monroe, NY.  The address where books and records of the Corporation are maintained is 260 East Main Street, Alliance OH 44601.

FIFTH: The number of its directors is to be seven (7).

SIXTH: The names and places of residence of the persons to be its directors until its first annual meeting, are as follows:

[Names and addresses of the original seven directors]

SEVENTH: The time for holding its annual meeting is to be on the last Thursday in February in each year.

FIFTH: Paracorp Incorporated is designated as agent of the Corporation upon whom process against the corporation may be served. The street address of the registered agent is 2804 Gateway Oaks Drive #200, Sacramento, CA 95833. The Secretary of State is designated as agent of the Corporation upon whom process against it may be served. The address to which the Secretary of State shall mail a copy of any process accepted on behalf of the Corporation is 260 East Main Street, Alliance OH 44601.

IN WITNESS WHEREOF, we have made, signed and acknowledged this certificate in duplicate I have made and subscribed this certificate and hereby affirm under the penalties of perjury that its contents are true this ______ day of____________2021.

Dated, the 1st day of October, 1919.		[Signatures of the seven original directors]
						___________________________________
						Name: Darrell Newkirk
						Title:  President

The Certificate of Incorporation of the Corporation is restated as amended herein to read in its entirety as follows:

CERTIFICATE OF INCORPORATION
OF
THE CAT FANCIERS’ ASSOCIATION, INCORPORATED

FIRST:The name of the Corporation is The Cat Fanciers’ Association, Incorporated.
SECOND:The purposes for which the Corporation is formed are the registration of the pedigrees of cats and kittens; the promulgation of rules for the management of shows; the promotion of the interests of breeders and exhibitors; and the improvement of the breeds of cats.
THIRD:The Corporation is a corporation as defined in New York Not-for-Profit Corporation Law Section 102(a)(5) and is a non-charitable corporation.
FOURTH:Its office in New York is located in the County of Monroe, NY. The address where books and records of the Corporation are maintained is 260 East Main Street, Alliance OH 44601.
FIFTH:The Secretary of State is designated as agent of the Corporation upon whom process against it may be served. The address to which the Secretary of State shall mail a copy of any process accepted on behalf of the Corporation is 260 East Main Street, Alliance OH 44601.

IN WITNESS WHEREOF, I have made and subscribed this certificate and hereby affirm under the penalties of perjury that its contents are true this _____ day of _____________ 2021.

                                           Name: Darrell Newkirk
                                           Title: President, The Cat Fanciers’ Association, Inc.

RATIONALE: The CFA was originally incorporated in October 1919. Over the more than 100 years since the incorporation New York Not-For-Profit Corporation Law has changed as have our business address and our sphere of operations (e.g., we no longer only operate in the USA and Canada, as currently listed). Our Certificate of Incorporation is out-of-date and must be changed to comply with current law and our current business practices. Approval requires a majority vote of the delegates. The Board requests your strong support of these required changes.

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