Texas Angus Articles of Incorporation and By-Laws

ARTICLES OF INCORPORATION (with amendment) OF TEXAS ANGUS ASSOCIATION, INC. ARTICLE I. NAME. The name of the corporation is Texas Angus Association, Inc. ARTICLE II. TYPE. The corporation is a non-profit corporation.

ARTICLE III. DURATION. The period of its duration is perpetual.

ARTICLE IV. PURPOSE. The purposes for which the corporation is organized are to engage in educational, scientific, agricultural and horticultural, animal husbandry, social, and trade association activities relating to the Aberdeen-Angus breed of cattle and to the breeders and feeders thereof within the State of Texas and elsewhere, including but not limited to the following: (1) Advancement of the art and science of breeding, selecting, feeding, fitting, grooming, and showing of Aberdeen-Angus cattle by sponsoring, conducting, or participating in livestock shows and exhibitions, including interbreed competitions, and the award and presentation of trophies and premiums; in field days, local, regional or state; in tours of cattle herds, and by offering to its members a herd consultation, classification, and advisory service.

(2) Promoting Aberdeen-Angus cattle, fostering improvement and expansion of the breed and increase in their numbers and in the numbers of breeders thereof by advertising in various ways and manner the breed, its merits and accomplishments and competitive advantages, as well as by attendance and participation in fairs, shows, and livestock expositions and events, including the distribution of literature pertaining to the breed and by making available to any news media information concerning animals, persons, and events concerning the breed.

(3) Developing and expanding markets and potential markets for Aberdeen-Angus cattle and aiding breeders thereof in merchandising such cattle by sponsoring, promoting, conducting, assisting and participating in consignment sales, stocker sales, and feeder calf sales and by offering skilled advice and services to members in sale management and private treaty sales.

(4) Aiding identification and location of breeders of Aberdeen-Angus cattle and facilitating communication between them and others interested therein, and providing for the mutual protection of the members by maintaining and distributing membership directories, publishing a newsletter for the members, and by holding, conducting or participating in various meetings, local and state, for the information and interest of livestock growers in general and of Aberdeen-Angus cattle breeders in particular.

ARTICLE V. POWERS. The corporation shall have, and may exercise all of the powers, general and specific, that are authorized by the Texas Non-Profit Corporation act or any other applicable provision of law.

ARTICLE VI. COMPENSATION. No dividends shall be paid and no part of the income of the corporation shall be distributed to its members, directors or officers except that reasonable compensation for services rendered may, in the discretion of the Board of Directors, be paid to those officers authorized in these articles of incorporation to be elected or appointed by the Board of Directors; provided however, that expenses and costs actually and necessarily incurred by any member, director or officer in furtherance of the business of the corporation, when previously and specifically authorized by the Board of Directors, may be reimbursed; and provided further that present and former directors and officers of the corporation may be indemnified to the extent, in the manner, and subject to the limitations prescribed by Article 1396-2.22 of the Texas Non-Profit Corporation Act and any other applicable provision of law.

ARTICLE VII. DISSOLUTION. Should the corporation ever be dissolved, voluntarily or involuntarily, all of its assets shall be applied and distributed as follows: (1) All liabilities and obligations of the corporation shall be paid, satisfied and discharged; in case its property and assets are not sufficient to satisfy or discharge all the corporation’s liabilities and obligations, the corporation shall apply them so far as they will go to the just and equitable payment of the liabilities and obligations.

(2) Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements.

(3) All other assets, if any, shall be distributed to a successor non-profit corporation to be selected by the voting members of this corporation in the manner authorized by law provided that the purposes and activities of such successor non-profit corporation qualified and selected as aforesaid, then all such other assets, if any, shall be distributed to the American Angus Association.

ARTICLE VIII. MEMBERS. Sec. 1. The corporation shall have members who shall be divided into five (5) classes designated as follows: (a) MEMBERS; (b) LIFE MEMBERS; (c) ASSOCIATE MEMBERS; (d) JUNIOR MEMBERS; and (e) NON-RESIDENT MEMBERS. Sec. 2. Any person or legal entity possessing all of the qualifications required by these articles of incorporation, and the by-laws of the corporation, who complies with all requirements thereinto appertaining, and is otherwise acceptable to the Board of Directors shall be eligible to become, and to annually renew membership in the corporation, except that Life Members shall be members for life. All such members shall be classified in one of the five classes designated above, according to their qualification therefore.

Sec. 3. Classification of members in one of the five classes designated above shall be made by the Board of Directors according to the following qualifications: (a) MEMBERS. Members shall be residents of the State of Texas, and active life members in good standing of the American Angus Association engaged in breeding registered Aberdeen-Angus cattle. (b) LIFE MEMBERS. Life Members shall possess all of the qualifications stated in (a) above for members, and in addition shall pay a one-time dues payment in such amount as may be prescribed by the Board of Directors from time to time, the full amount of which one-time dues payment shall be deposited in the name of the Association in an interest bearing account, in a depository designated by the Board of Directors, the principal of which account shall not be used or withdrawn except upon approval of the members entitled to vote thereon at any regular or special membership meeting . The earnings of such separate account shall be available to and may be used by the Association as part of its operating funds. (c) ASSOCIATE MEMBERS. Associate Members shall be residents of the State of Texas who are interested in Aberdeen-Angus cattle other than as a registered breeder. (d) JUNIOR MEMBERS. Junior Members shall be residents of the State of Texas, under the age of twenty-one (21) years, who are active F.F.A. or 4-H Club members, and who are interested in AberdeenAngus cattle, either registered or commercial. (e) NON-RESIDENT MEMBERS. Non-Resident Members are breeders or a person of legal entity otherwise interested in Aberdeen-Angus cattle who are non-residents of the State of Texas.

Sec. 5. Each member of the classes designated as Members, Life Members and Associate Members shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of members, but members of the class designated as Non-Resident Members and Junior Members shall not have any vote. Cumulative voting is prohibited.

Sec. 6. Other rights and privileges of members of each class, not inconsistent with law or these articles of incorporation, may be prescribed in the by-laws of the corporation.

ARTICLE IX. AMENDMENTS. The power to make, adopt, alter, amend and repeal by-laws, not inconsistent with the law of this State or these articles or incorporation, for the administration and regulation of the affairs of the corporation is hereby delegated to the Board of Directors.

ARTICLE X. BOARD OF DIRECTORS. Sec. 1. Until otherwise prescribed in the by-laws, the affairs of the corporation shall be managed by a Board of Directors consisting of twenty-one (21) members, which number includes the president, the president elect, the immediate past-president, and the vice-president each of who are ex-officio members thereof.

Sec. 2. Only natural persons twenty-one (21) years of age or older, who are members of one of the classes designated elsewhere in these Articles of Incorporation as Members, Life Members or Associate Members shall be eligible to election, appointment, or to serve as a director of the Corporation. Directors shall also possess such other qualifications, if any, that may be required by the Bylaws, not inconsistent with the law of this State, or these Articles of Incorporation.

Sec. 3. Terms of office, method of election or appointment, and the numbers of directors shall be prescribed in the by-laws of the corporation, provided however, that any director may be removed, with or without cause and with or without notice, by the members entitled to vote thereon at any regular or special membership meeting.

Sec. 4. The Board of Directors shall have no power to delegate any of the authority of the Board of Directors in the management of the corporation to any regular or standing committee or committees; provided, however, that the Board of Directors may be resolution adopted by a majority of the directors in office delegate, subject to the limitations imposed by Article 1396-2.18 of the Texas Non-Profit Corporation Act and any other applicable law of this State, a specific duty for a limited period of time to be stated in such resolution to a special committee of two or more persons (a majority of whom shall be directors) to be named in such resolution.

Sec. 5. The names of the persons who are presently serving as 2015 directors of the corporation Alford Echols – President James Burks – President Elect/Treasurer Mike Phinney – Vice President Rayford Pullen – Past President Mark Ahearn – Board Member Robbie Bean – Board Member Joe Bush – Board Member Clarence Cheshier – Board Member Steve Gardner – Board Member Wendell Gibson - Board Member Jimmy Goode – Board Member Victor Haley – Board Member Bodey Langford – Board Member Murl Richardson – Board Member Steed Smith – Board Member Gary Stevenson – Board Member ARTICLE XI. OFFICERS. Sec. 1. The officers of the corporation shall consist of a president; a president-elect, who shall automatically succeed to the office of the president upon the completion of the term of or upon the disability of the president, and who shall also serve as treasurer; a vice president; who shall automatically succeed to the office of the President Elect/Treasurer upon the completion of the term of or upon the disability of the President Elect/Treasurer; a secretary; and such other officers and assistant officers as may be deemed necessary by the Board of Directors Sec. 2. The vice-president shall be elected annually by the Board of Directors entitled to vote thereon.

The vice-president will join the president, president elect/treasurer and the immediate past president to make up the Executive Committee. No person shall be eligible to serve as president or president-elect or as vice-president who does not have and continuously maintain the qualifications required of directors. Any of these three officers may be removed from office at any time, with or without cause and with or without notice, by the Board of Directors at any regular or special meeting.

Sec. 3. The secretary and such other officers and assistant officers as the Board of Directors may from time to time deem necessary (none of whom may serve as a director at the same time) shall be appointed annually by the Board of Directors to serve for one (1) year, provided that any such officer may be removed from office at any time with or without cause and with or without notice, by the Board of Directors at any regular or special meeting of the Board of Directors, but any such removal shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of an officer or agent shall not, of itself, create contract rights.

Sec. 4. Unless otherwise provided in the by-laws, the President shall be the chief administrative officer of the corporation.

ARTICLE XII. REGISTERED OFFICE. Sec. 1. The street address of the registered office of the corporation is 131 East Exchange Street, Suite 116, Fort Worth, Texas 76164. Such registered office may be, but need not be the same as the principal office of the corporation.

BY-LAWS ARTICLE I. MEMBERSHIP. Sec. 1. Any person or legal entity may apply at any time in writing to the Board of Directors for membership in Texas Angus Association. Such application shall be upon a form prescribed by the Board of Directors, be complete upon its face and affirmatively show that applicant meets all qualifications and requirements for such membership; and except in case of Junior Members, be accompanied by payment of the prescribed dues for the full fiscal year in which the application is filed. Such application shall be tentatively accepted by the President and filed if he finds that all qualifications and requirements have been met, except approval and acceptance by the Board of Directors, and applicant shall thereupon be provisionally entitled to the privileges of membership in the class of which he shows himself entitled to be a member, except the right to vote, pending action thereon by the Board of Directors at its first regular or special meeting thereafter.

RENEWAL OF MEMBERSHIPS Sec. 2. All memberships shall be renewed annually, which may be done by any member in good standing by payment of the annual dues for the ensuing year with such payment made on or before the 30th day of the ensuing fiscal year, without further application; provided that Junior Memberships may be renewed by request of the Junior Member without payment of dues; and provided further that all such renewals shall be subject to approval and acceptance of the Board of Directors at its first meeting, regular or special, following the renewal.

APPROVAL OF MEMBERSHIP Sec. 3. All applications for membership or for renewal of membership shall be subject to approval and acceptance by the Board of Directors at its first meeting, regular or special, after the filing thereof in the association office. Any such application for membership or renewal thereof shall be deemed to have been approved and accepted by the Board of Directors unless the same shall be affirmatively disapproved. In the event of such disapproval, all tendered dues shall be refunded to the applicant with notice of rejection, and such applicant shall not be entitled to any further privilege or right of membership. No reason for rejection need be recorded or given to anyone.

ANNUAL DUES Sec. 4. Annual dues of $50.00 per fiscal year may be paid by each member in all classes of membership other than Junior Members, who shall not be required to pay any dues, and Life Members. Annual dues shall be due and payable in advance with each application for membership, and on or before the 30th day of the ensuing fiscal year by each applicant for renewal of membership. Further, every member who fails to pay his annual dues on or before the 60th day of the ensuing fiscal year may be automatically dropped from the membership rolls and shall not thereafter have or exercise any of the privileges or rights of membership without first making application and obtaining approval and acceptance by the Board of Directors as in the first instance.

MEMBERSHIP CARDS Sec. 5. Membership rights may be evidenced by membership cards in such form as the Board of Directors may prescribe, to be issued and signed, by facsimile signature or otherwise, by the President; provided however that in case of any conflict between any such card and the books and records maintained in the office of the association, then and in such event the books and records of the association shall control.

MEMBER RIGHTS Sec. 6. (a) All members shall be equally entitled to the services offered by the association to its members, upon payment of all fees and commissions and upon compliance with all of the requirements adopted by the Board of Directors for the regulation and operation thereof. (b) The Board of Directors is authorized to make distinctions in and prescribe different conditions for the several classes of members, and their relative rights to participate in any event or program sponsored by the association. (c) Voting rights of members shall be as prescribed in the articles of incorporation.

VOTING RIGHTS Sec. 7. For the purpose of compiling a list of members entitled to vote at any membership meeting, the record of members shall be closed as of the close of business on the third day preceding any such meeting, and the Secretary shall make up and certify to such membership meeting a complete list of the members entitled to vote thereat.

MEETINGS Sec. 8. (a) One regular meeting of the members for election of directors as provided in the articles of incorporation and these by-laws, and such other business as may come before the meeting, shall be held during each fiscal year of the corporation. Special meetings may be called for any purpose, at any time, and in the manner provided for in these by-laws. (b) All membership meetings, regular or special, shall be held at the registered office of the corporation unless otherwise prescribed in the call of such meeting, limited to the State of Texas. (c) The regular annual meeting of the members shall be held not less than fifteen (15) nor more than one hundred twenty (120) days after the first day of each fiscal year of the corporation, at any place within the State of Texas. The exact time and place of such regular meeting shall be fixed by the Board of Directors and stated in the call of such meeting. (d) Special meeting of the members may be called by the President or by nine (9) members of the Board of Directors, when occasion demands and shall be held at the time and place, within the State of Texas, specified in the call of such meeting.

NOTICE OF MEETING Sec. 9. Written notice stating the place, day and hour of all special or regular membership meetings and the purpose thereof shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the officer or directors calling the meeting, to each voting member of the association.

QUORUM Sec. 10. Thirty (30) voting members shall constitute a quorum at any regular or special membership meeting.

VOTING Sec. 11. Any question may be decided by majority vote of the voting members present, if a quorum, except as may otherwise be required by the articles of incorporation of these by-laws.

ARTICLE II. DIRECTORS. Sec. 1. The Board of Directors shall consist of sixteen (16) members, which number shall include the president, the immediate past-president, the president-elect and vice-president as ex-officio members thereof. In addition, each and every active officer and director of the American Angus Association from Texas shall be an honorary member of this Board of Directors, entitled to all privileges thereof except the

right to vote, and neither shall they be counted in determining a quorum. (Changed from 21 members on June 11, 2010 by the Board of Directors.)

TERM OF DIRECTORS Sec. 2. Directors shall be selected as follows: (a) The four ex-officio members of the Board of Directors shall automatically become directors upon taking the respective offices of president, immediate past-president, president-elect and vicepresident; and each of them shall serve as a director until he is replaced by his successor in such office. (b) The other twelve (12) members of the Board of Directors shall be elected for terms of three (3) years each, with four (4) directors being replaced or re-elected each year. (c) When the office of a director becomes vacant for any reason; the Board of Directors may elect a successor for the unexpired term of the former director. (d) There shall be no prohibition against a director being elected to succeed himself. (e) The Board of Directors may replace any Director who fails to attend three directors meetings in any calendar year.

MEETINGS Sec. 3. (a) Regular meetings of the Board of Directors shall be held once in every three calendar month period, one of which shall be held at the same place as, and immediately following adjournment of the annual membership meeting, and without further notice than as contained in these by-laws. (b) Special meetings of the Board of Directors may be called by the President or by nine members of the Board of Directors, when occasion demands. (c) All meetings of the Board of Directors shall be held at the time and place, within the State of Texas, specified in the call of such meeting except as otherwise prescribed in these by-laws. (d) Not less than three (3) days written notice, by ordinary United States mail to the address of each director as shown by the books of the association or by E-mail, shall be given to each director, unless waived in writing or otherwise by each director as provided by law, of every regular or special meeting of the Board of Directors, except the regular meeting following adjournment of the regular annual meeting of the members; provided that the provisions of Article 1396-2.19 of Texas Non-Profit Corporation Act not inconsistent herewith shall apply. (e) A quorum for the transaction of business by the Board of Directors shall be a majority of the directors in office. (f) The act of the majority of the directors present in person at a meeting at which a quorum is present shall be the act of the Board of Directors. (g) A Director may vote in person only and not by proxy.

ARTICLE III. OFFICERS. Sec. 1. The office of the president shall be filled by the succession of the president elect/treasurer.

The office of the president elect/treasurer shall be filled by the succession of the vice-president.

The vice-president shall be elected by the Board of Directors annually or as needed to fill vacancies in the president or president-elect/treasurer offices.

The term of the president will end upon conclusion of the regular annual membership meeting, provided the tenure was at least 6 months.

ELECTION OF VICE-PRESIDENT Sec. 2. The vice–president will be elected by the Board of Directors at the last regular meeting of the calendar year and will assume the duties of office upon conclusion of the regular annual membership meeting. The vice-president will join the president, president elect/treasurer and the immediate past president to make up the Executive Committee.

In the event of a vacancy in the office of vice-president by succession or disability of the vice-president, another vice-president will be elected by the Board of Directors as soon as possible.

DUTIES Sec. 3. Each officer shall perform the duties of his office that are authorized by the laws of the State of Texas, the articles of incorporation and these by-laws, together with such other duties authorized or required by the Board of Directors.

EXECUTIVE COMMITTEE Sec. 4. The Executive Committee shall have the power to act on emergency matters that due to time element may be referred to them, and they shall act for the Board of Directors.

ARTICLE IV. COMMITTEES. Sec. 1. The Board of Directors may create one or more regular or standing committees, the chairmanship and members of which shall be named by the president as soon thereafter as convenient, for such purposes and terms as may be prescribed by the Board, not inconsistent with law or the articles of incorporation.

Sec. 1A. Advisory Committee: This standing committee, otherwise known as the Past Presidents Advisory Council, shall consist of all living past presidents who are members of the Texas Angus Association. They are privileged to attend any and all meetings of the Board of Directors with the privilege of talking on any subject on the agenda, but are not eligible to vote as board members. They shall receive all materials sent to members of the Board of Directors. The chairman of this committee each year shall be the second immediate past president. This committee is privileged to hold meetings whenever desired, upon call by the chairman, and shall have the privilege of making recommendations to the Board of Directors.

SPECIAL COMMITTEES Sec. 2. The Board of Directors may by resolution adopted by a majority of the directors in office delegate, subject to the limitations imposed by Article 1396-2.18 of the Texas Non-Profit Corporation Act and any other applicable law of this State, a specific duty for a limited period of time to be stated in such resolution to a special committee of two or more persons, a majority of whom shall be directors, to be named in such resolution.

ARTICLE V. MISCELLANEOUS PROVISIONS. Sec. 1. Unless the context requires otherwise, the word “association" whenever used in the by-laws, means the non-profit corporation named Texas Angus Association, Inc. The use and voting of proxies by either directors or members for any purpose is expressly prohibited.

OFFICES Sec. 2. Until otherwise provided in these by-laws the principal office of the association shall be identical to the registered office currently on file with the Secretary of State of the State of Texas.

SEAL Sec. 3. The seal of the association shall consist of a five point star, enclosed by two circles mounted upon a metal die suitable for impressing the same upon paper. The words “Texas Angus Association, Inc.” shall be placed between the two circular lines around the entire periphery of the seal.

FISCAL YEAR Sec. 4. The affairs of the association shall be conducted on the basis of a fiscal year beginning on the first day of January and ending on the last day of the following December.

FEES AND COMMISSIONS Sec. 5. The Board of Directors shall from time to time adopt complete schedules of fees and commissions to be charged by the association for the various services rendered to members, the same to be published and distributed as soon as reasonable possible to the members.

DEPOSITORY Sec. 6. All funds of the association shall be deposited intact in the depository bank to be prescribed by the Board of Directors from time to time.

RECORDS AND MINUTES Sec. 7. Full, complete, and accurate records, books of account, membership rosters, and minutes of all membership and directors meetings, using generally accepted accounting principles and procedures, shall be kept and maintained in correct condition, at the registered office of the association, and the same shall be subject to inspection as required by Article 1396-2.23 of Texas Non-Profit Corporation Act and any other applicable provision of law. Specific responsibility for full compliance with this by-law is placed upon the secretary, the treasurer, and the President of the association.

ANNUAL FINANCIAL REVIEW Sec. 8. The financial affairs of the Corporation shall be reviewed annually by a three party committee appointed each year by the Board of Directors. Each such review shall be commenced after the end of the fiscal year of the Corporation, shall be evidenced by a written review report, and after the end of the fiscal year of the Corporation, shall be evidenced by a written review report, and be completed in time that a printed copy of the committee review can be distributed to the members at the regular annual meeting. The review report shall outline the procedures used in the review and shall contain the income statement and balance sheet as of the end of the fiscal year.

BUDGET Sec. 9. At its first regular meeting to be held following adjournment of the regular annual membership meeting, the Board of Directors shall adopt a budget of estimated revenues and expenditures for the ensuing year, to be prepared and presented thereat by the President of the association. Such budget may be amended from time to time by the Board of Directors as it may determine. No expenditures shall be authorized or made except it be within the limits of such budget or amended budget.

INDEMNITY Sec. 10. To the extent permitted by the laws of the State of Texas, as then in effect, the Board of Directors shall authorize the association to pay or reimburse any present or former director or officer of the association any costs or expenses actually and necessarily incurred by that officer in any action, suit, or proceeding to which the officer is made a party by reason of holding that position, provided, however, that no officer shall receive such indemnification if finally adjudicated therein to be liable for negligence or misconduct in office. This indemnification shall extend to good-faith expenditures incurred in anticipation of threatened or proposed litigation. The Board of Directors may, in proper cases, extend the indemnification to cover the good-faith settlement of any such action, suit, or proceeding, whether formally instituted or not.

INSURANCE Sec. 11. The association may purchase and maintain insurance on behalf of any director, officer, employee, or agent of the association, or on behalf of any person serving at the request of the association as a director, officer, employee, or agent of another association, corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against that person and incurred by that person, whether or not the association has the power to indemnify that person against liability for any of those acts.

BE IT FURTHER RESOLVED that the constitution and by-laws of the Association, together with all amendments thereto as the same existed immediately prior to adoption of the amended by-laws as here in above set forth shall be and the same are hereby in all things repealed.

Signed:______________________________________ Texas Angus Association 131 E. Exchange Avenue, #116 Fort Worth, TX. 76164 817-740-0778

Dated:______________________________