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ARTICLE ONE -NAME AND PURPOSE
The name of this association is Texas Brangus Breeders Association. Its purpose
is any purpose allowed under the Internal Revenue Code, section 501 C (5),
including but not limited to serving and promoting the interest of its members
specific to the breeding, raising, and marketing of Brangus cattle.
ARTICLE TWO-PRINCIPAL OFFICE
The principal office of the association is San Antonio, Bexar County Texas. It
may have such other and further offices within the State of Texas, as its Board
of Directors shall from time to time direct.
ARTICLE THREE -MEMBERSHIP
Upon making application for membership and paying a membership fee in such
amount as may be fixed by the Board of Directors of this Association, The
Secretary of the association shall grant membership to the applicant according
to the rules prescribed by the board of directors for current membership. Each
paid member shall be entitled to vote by mail ballot or in person at any regular
or special meeting of the Association.
Any person, firm, or corporation genuinely interested in the objects and
purposes of this Association, irrespective of whether such party be a breeder or
owner of cattle, shall be eligible to become an associate member of this
Association when approved by the Board of Directors upon paying an associate
membership fee in such amount as may be fixed by the Board of Directors of this
Association, but no associate member shall ever be entitled to vote at any
membership meeting of this Association, regular or special, nor otherwise be
entitled to pass upon any of the affairs of the Association.
ARTICLE FOUR -STANDING OF BY-LAWS
The By-laws of this Association are and shall be always subordinate to the
corporate Charter and the Laws of the State of Texas and the provisions of IRC
501 C (5) of the federal tax code.
ARTICLE FIVE -BOARD OF DIRECTORS
SECTION 1 - Directors of Association
The control of the property and business of the association shall be vested in a
Board of Directors composed of at least three (3) active members, or other such
number as may be fixed at any duly convened Meeting of the Board.
SECTION 2 -Terms & Eligibility of Directors
The Directors shall be elected to a term of three years or until their
successors are duly elected and qualify. When any Director has served two
consecutive three-year terms he may not be eligible for re-election as a
director until at least one year after the expiration of this second three-year
term.
SECTION 3 - Election of Directors
a) Each of the approved Area Brangus Associations in Texas shall, on an annual
basis, select a nominee for position of Director. Selection as an approved Area
Association shall be made by actions of the board.
b) The President of this association shall select a nominating committee which
will nominate from the general membership additional nominees as they see fit.
The TBBA membership will vote for the directors either by mail or at the annual
meeting. Candidates receiving a majority of the votes shall be elected to the
board.
SECTION 4 - Meeting of Directors
Meeting of Directors shall be held annually immediately after the annual
membership meeting. At such meeting the Directors shall receive reports of
officers and transact other business as may come before them. A majority of the
Directors shall constitute a quorum, and the vote of a majority of those present
in person shall constitute a binding act of the Association. Meetings of the
Directors may be held either at the principal office or at some other place as
declared by the Board. Notice of the Annual Meeting shall be given by the
Secretary/Treasurer to all the Directors at least (30) days prior to the
meeting, but failure of the Secretary/Treasurer to do so will not vitiate any
annual meeting.
Special meetings of the Board of Directors to be held in the principal office of
the Association or elsewhere may be called by the President and in his absence
by the Vice-President, or by any three members of the Board. By majority written
consent of the Directors, special meetings of the Board may be held without
notice, at any time and place.
SECTION 5 -Compensation to Officers and Directors
The Officers and Directors of the Association shall not receive any salary for
their services except that the Board of Directors may by resolution allow
compensation to others for assisting with the business of the Association.
SECTION 6 - Vacancies in Board of Directors
Vacancies in the Board of Directors may be filled at any regular meeting of the
members of the Board or at any special meeting thereof called for that purpose.
Vacancies in any office may be filled by the Board of Directors. The Board shall
have the power to remove any officer or employee by a two-thirds majority vote
of all the Directors.
SECTION 7 - Absence from Meetings
Failure of any Director to attend meetings for a period of two successive
meetings, shall be cause for the Board of Directors to declare such office
vacant, and said Board may appoint a successor for the unexpired term of such
Director.
SECTION 8 - Other Powers
In addition to the powers and authorities by these By-laws expressly conferred
upon them, the Board of Directors may exercise all such powers of the
Association and do all such lawful acts and things as are not prohibited by
statute or by the corporate Charter of this Association or by these By-Laws
directed or required to be exercised or done by the active members.
ARTICLE SIX -MEMBERSHIP MEETINGS
SECTION 1 - Time, Place, & Notice
The Annual Meeting of the active membership shall be held at such time and place
as may, from time to time, be fixed by the Board of Directors. Written notice of
the Annual Meeting shall be mailed to each member of the Association at least
thirty (30) days prior to the date of such meeting. Special meetings of the
active membership may be called by the President from time to time, and special
meetings may be had from time to time when called by not less than one-twelfth
of such members then in good standing; provided that any such call shall be in
writing, shall be signed by not less than one-twelfth of the then active
membership in good standing, and that such written call be presented to and
lodged with the then President or Secretary/Treasurer not less than forty (40)
days prior to the date for which any such meeting is so called. Written notice
of all special meetings shall be given to the active membership at least thirty
(30) days prior to date of any such meeting.
SECTION 2 - Presiding Officer
The President shall preside at all meetings if present, but in his absence, or
failure or refusal to preside, the Vice-President shall preside.
SECTION 3 - Voting
At every such meeting, each active member of the Texas Brangus Breeders
Association in good standing shall be entitled to cast one vote by either mail
ballot or in person.
SECTION 4 - Quorum
A quorum for the transaction of business at any such meeting shall consist of
not less than ten percent (10%) of all active members then in good standing,
voting by either mail ballot or in person.
SECTION 5 - Removal from Office
The authority that appointed or elected an officer, whether it be the Board of
Directors or members, shall have the right at any and all times remove any such
officer by a majority vote thereof.
ARTICLE 7 - OFFICERS
SECTION 1 - Officers
The officers of this Association shall be a President, First Vice-President,
Second Vice President, Past President and Secretary/Treasurer. The five
officers, will coordinate their efforts as the Executive Committee and be
thoroughly knowledgeable of all decisions and activities.
All the officers, except the Past President shall be elected by the General
Membership voting by either mail ballot or in person at the Annual Membership
Meeting.
The Officers will be elected to serve a one year term but limited to serve in
the same position for no more than two consecutive years.
SECTION 2 - Nominating Committee for Officers
The Nominating Committee for Officers will be the Board of Directors. Nomination
for Officers shall not be restricted to present Board members. Nominations for
officers shall also be open from the floor.
SECTION 3 - Limit on Authority
No officer, agent, or representative of the Association will have authority to
incur or create any bill or obligation on behalf of the Association until same
has been authorized by the President and the Executive Committee or by a
majority of the Board of Directors.
SECTION 4 - Disbursement of Funds
No Officer, agent, or representative of the Association shall have the authority
to pay any bill or expense or dispose of any funds that is not approved by the
current budget of the Association unless the payment has been authorized by the
President and the Executive Committee or by a majority of the Board of
Directors.
SECTION 5 - Minutes
The officers shall keep regular minutes of their proceedings and report the same
to the Board of Directors when required.
ARTICLE EIGHT - PRESIDENT
The President shall be the chief executive officer of the Association, and shall
see that all orders and resolutions of the Board of Directors are carried into
effect.
ARTICLE NINE – FIRST VICE-PRESIDENT
The First Vice-President shall, in the absence or disability of the President,
perform the duties and exercise the powers of the President and, subject to the
provisions of Section 3 and 4 of Article Seven hereof, shall perform such other
duties as the Board of Directors shall prescribe.
ARTICLE TEN – SECOND VICE-PRESIDENT
The Second Vice-President shall, in the absence or disability of the President,
and First Vice-President perform the duties and exercise the powers of the
President and, subject to the provisions of Section 3 and 4 of Article Seven
hereof, shall perform such other duties as the Board of Directors shall
prescribe.
ARTICLE ELEVEN – SECRETARY TREASURER ACTING AS SECRETARY
The Secretary/Treasurer shall be at all meetings of the members of the
Association, and at all meetings of the Board of Directors, and take and keep
full minutes thereof; shall keep an Association book and permanent record of all
business affairs of the Association; and shall have charge of all records of the
Association. He or she shall give notice of all director and/or membership
meetings of the Association, and shall perform such other duties as may from
time to time be determined by the Directors.
ARTICLE TWELVE –SECRETARY/TREASURER ACTING AS TREASURER
SECTION 1 - Funds
The Secretary/Treasurer shall have the custody of the Associations funds, shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the association, and shall deposit all moneys in the name and to the credit
of the Association, in such depositories as may be designated from time to
time by the Board of Directors.
SECTION 2 -Disbursement Records
He or she shall disburse the funds of the Associations as may be ordered by the
Board, taking proper vouchers for such disbursements, and shall render to the
President and Directors, at each regular meeting of the Board, an account of all
his or her transactions as Secretary/Treasurer, and of the financial condition
of the Association.
ARTICLE THIRTEEN - OFFICER REPORTS
At each annual meeting of the membership, each officer of the Association shall
render written and detailed reports of the business transactions handled by them
respectively since the last previous annual meeting.
ARTICLE FOURTEEN - AUTHORITY ON CHECKS
All checks or demands for money belonging to the Association shall be by such
officer or officers as the Board of Directors may from time to time designate.
ARTICLE FIFTEEN-CALENDAR YEAR
The Association shall operate on a Calendar year basis, for all purposes.
ARTICLE SIXTEEN - AMENDMENTS
These By-Laws may be amended at any regular meeting of the membership, or at any
special meeting called for that purpose, by an affirmative vote of two-thirds of
the members either by mail ballot or in person; provided, however, that any
proposed amendment shall be reduced to writing and be filed with the
Secretary/Treasurer or President of the Association, at least thirty (30) days
prior to any such meeting. Any such proposed amendment shall clearly and
concisely set out all amendments sought, and a copy thereof shall be sent to
each active member of the Association then in good standing not less than twenty
(20) days prior to the regular or special meeting at which same is to be voted
upon.
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TEXAS BRANGUS BREEDERS ASSOCIATION
P.O. Box 690552
San Antonio, TX 78269
210-558-0800
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