BYLAWS OF WEST TEXAS LONGHORN ASSOCIATION, INC.
A NONPROFIT CORPORATION
1.01. The object and purpose of the West Texas Longhorn Association is to recognize
Texas Longhorn cattle as a distinct breed in order to protect the unique heritage
of the Texas Longhorn and its link with the history of America to promote
breeding practices; to preserve its purity; to produce more public awareness of
Texas Longhorn cattle as a distinct breed; to recognize present breeders and, to
encourage others to develop and maintain herds that will be registered so as to
Preserve for posterity, this magnificent breed of cattle; to aid in the
advancement of scientific knowledge of the past ancestry and future breeding of
Texas Longhorn cattle and none of which shall be for profit.
The Texas Longhorn Breeders Association of America was formed in 1964
and is still an ongoing business.
We promote and encourage the youth in our area to get involved with
the responsibility of showing. In turn, the youth will earn points toward a
1.02. The principal office of the corporation in the State of Texas shall be located at
the office of the President for the current year. The corporation may have such
other offices, either within or without the State of Texas, as the Board of
Directors may determine or as the affairs of the corporation may require from
time to time.
Registered Office and Registered Agent
1.03. The corporation shall have and continuously maintain in the State of Texas a
registered office, and a registered agent whose office registered
office, as required by the Texas Non-Profit Corporation Act. The
registered office may be, but not need be, identical with the principal office of
the corporation in the State of Texas, and the address of the registered office
may be changed from time to time by the Board of Directors.
2.01. The corporation shall have two classes of members. The designation of such
classes and the qualification and rights of the Members in such classes shall be
Regular members shall be people 18 years of age or older.
Junior members shall be people under the age of 18 years.
Both classes of members shall have voting privileges as hereinafter set out.
Election of Members
2.02. Potential members of West Texas Longhorn Association, Inc. shall become
full members, subject to the privileges and constraints as stated in these
bylaws, by paying the membership dues for the current year. Existing
members, who are current in payment of the dues, are automatically renewed
as full members without further action. Any member, who has become
default in the payment of dues and has had membership terminated, as stated
in Paragraph 11.03, may be reinstated as full member by payment of current
2.03. Each member shall be entitled to one vote on each matter submitted to a vote of the members.
Termination of Membership
2.04. The Board of Directors, by affirmative vote of two-thirds of all the members
of the Board, may suspend or expel a member for cause after an appropriate
hearing and may, by a majority vote of those present at any regularly
constituted meeting, terminate the membership of any member.
2.05. Any member may resign by filing a written resignation with the Secretary,
but such resignation shall not relieve the member so resigning of the
obligation to pay any dues, assessments, or other charges theretofore accrued
2.06. Upon written request signed by a former member and filed with the
Secretary, the Board of Directors may, by the affirmative vote of two-thirds
of the members of the Board, reinstate such former member to membership
on such t e n s as the Board of Directors may deem appropriate.
2.07. Membership in this corporation is not transferable or assignable.
MEETINGS OF MEMBERS
3.01. An annual meeting of the members shall be held from time to time as
directed by the Board of Directors for the purpose of electing Directors and
for the transaction of other business as may come before the meeting. If the
day fixed for the annual meeting shall be on a legal holiday in the State of
Texas, such meeting shall be held on the next succeeding business Day
If the election of directors shall not be held on the day designated herein for
any annual meeting, or at any adjournment thereof, the Board of Directors
shall cause the election to be held at a special meeting of the members as
soon thereafter as possible.
3.02. Special meetings of the members may be called by the President, a majority
of the Board of Directors, or not less than 25% of the members having voting
Place of Meeting
3.03. The Board of Directors may designate any place, either within or without the
State of Texas, as the place of meeting for any annual meeting or for any
special meeting called by the Board of Directors. If no designation is made
of if a special meeting be otherwise called, the place of meeting shall be the
registered office of the corporation in the State of Texas; but if all of the
Members shall meet at any time and place, either within or without the State,
and consent to the holding of a meeting, such meeting shall be valid without
call or notice, and at such meeting, any corporate action may be taken.
Notice of Meeting
3.04. Written or printed notice stating the place, day and hour of any meeting of
members shall be delivered, either by mail, e-mail, or telephone, to each
member entitled to vote at such meeting, not less than ten (10) nor more than
sixty (60) days before the date of such meeting, by or at the direction of the
president, or the secretary, or the officers or persons calling the meeting. In
case of a special meeting or when required by statute or these bylaws, the
purpose or purposes for which the meeting is called shall be stated in the
notice. If mailed, the notice of a meeting shall be deemed to be delivered
when deposited in the United States mail, addressed to the member at his
address as it appears on the records of the corporation, with postage thereon
Informal Action by Members
3.05. Any action required by law to be taken at a meeting of the members or any
action which may be taken at a meeting of the members may be taken
without a meeting, if a consent in writing, setting forth the action so taken,
shall be signed by a quorum of the members entitled to vote with respect to
the subject matter thereof.
3.06. The members holding 1/10 of the votes which may be cast at any meeting
shall constitute a quorum at such meeting. If a quorum is not present at any
meeting of members, a majority of the members present may adjourn the
meeting from time to time without further notice.
3.07. Members will be allowed to vote by proxies either by mail or e-mail for the Board
of Directors and actions that require 213 of the members.
BOARD OF DIRECTORS
4.01. The affairs of the corporation shall be managed by its Board of Directors
Number, Tenure, and Qualifications
4.02. Directors must be members in good standing of the West Texas Longhorn
Association. The number of Directors shall be five (5). Initially in 2008, three
(3) Directors will be elected for a two (2) year term and two (2) Directors
will be elected for one (1) year term. In 2009, two (2) Directors will be elected
for two (2) year terms. Thereafter, on even number years three (3)
Directors will be up for election and on odd number years, two (2)
Directors will be up for election. All Directors shall remain in office until
his or her successor have been elected.
4.03. A regular annual meeting of the Board of Directors shall be held without
other notice than this bylaw, immediately after, and at the same place as, the
annual meeting of members. With the consent of all elected directors, and
upon due notice, the Annual General Meeting of the Board of Directors may
be held as soon as possible at another venue and date. The Board of
Directors may provide by resolution the time and place, either within or
without the State of Texas, for the holding of additional regular meetings of
the Board without other notice than such resolution.
4.04. Special meetings may be called by or at the request of the President or any
two Directors. The person or persons authorized to call special meetings of
the Board may fix any place, either within or without the State of Texas, as
the place for holding any special meetings of the Board called by them.
4.05. Notice of any special meeting of the Board of Directors shall be given at
least seven days previously thereto by written notice delivered personally or
sent by mail or e-mail to each Director at his address as shown by the
records of the corporation. If mailed, such notice shall be deemed to be
Delivered when deposited in the United States mail so addressed with
Postage thereon prepaid. Any Director may waive notice of any meetings.
The attendance of a Director at any meeting shall constitute a waiver of
notice of such meeting, except where a Director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
t ransacted at, nor the purpose of, any regular or special meeting of the
Board need be specified in the notice or waiver of notice of such meeting,
unless specifically required by law or these bylaws.
4.06. A majority of the Board of Directors shall constitute a quorum
Manner of Acting
4.07. The act of a majority of the Directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors, unless the act
of a greater number is required by law or by these bylaws.
4.08. Any vacancy occurring in the Board of Directors and any directorship to be
filled by reason of an increase in the number of Directors, shall be filled by
the Board of Directors. A Director elected to fill a vacancy shall be elected
for the unexpired term of his predecessor in office.
4.09. Directors as such shall not receive any stated salaries for their services, but
by resolution of the Board of Directors a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board; but nothing herein contained shall be construed
to preclude any Director from serving the corporation in other capacity
and receiving compensation therefor.
Informal Action by Directors
4.10. Any action required by law to be taken at a meeting of Directors, or any
action which may be taken at a meeting of Directors, may be taken without a
meeting of Directors. For the convenience of the Directors, any action
may be taken by email communication, whereby all of the Directors are
so notified of the action, and where the majority of the Directors
respond to the action, whether in the affirmative or in the negative, via
email communication. Any such action so taken shall be recorded in the
minutes of the next formal meeting.
5.01. The officers of the corporation shall be a President, one or more Vice
Presidents ( the number thereof to be determined by the Board of Directors),
a Secretary, Treasurer, and such other officers as may be elected in
accordance with the provisions of the Article. The Board of Directors may
elect or appoint such other officers, including one or more Assistant
Secretaries and one or more Assistant Treasurers, as it shall be deem
desirable, such officers to have the authority and perform the duties
prescribed, from time to time, by the Board of Directors.
Election and Term of Office
5.02. The officers of the corporation shall be elected annually by the Board of
Directors from the Board of Directors at the regular annual general meeting
of the Board of Directors. New offices may be created and filled at any
meeting of the Board of Directors. Each officer shall hold office until his
successor shall have been duly elected. There is no limit to the number of
consecutive times a Board of Directors may hold any official position.
5.03. Any officer elected or appointed by the Board of Directors may be removed
by the Board of Directors whenever in its judgment the best interests of
the corporation would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the officer so removed.
5.04. A vacancy in any office because of death, resignation, disqualification or
otherwise, may be filled by the Board of Directors for the unexpired portion
of the term.
5.05. The President shall be the principal executive officer of the corporation and
shall in general, supervise and control all of the business and affairs of the
corporation. He shall preside at all meetings of the members and of the
Board of Directors. He may sign, with the Secretary or any other proper
officer of the corporation authorized by the Board of Directors, any deeds,
mortgages, bonds, contracts, or other instruments which of Board of
Directors have authorized to be executed, except in cases where the signing
and execution thereof shall be expressly delegated by the Board of Directors
or by these bylaws or by statute to some other officer of Agent of the
corporation; and in general he shall perform all duties incident to the office
of President and such other duties as may be prescribed by the Board of
Directors from time to time.
5.06. In the absence of the President or in the event of his inability or refusal to
act, the Vice President (or in the event there be more than one Vice
President, the Vice Presidents in order of their election) shall perform the
duties of the President, and when so acting shall have all the powers of and
be subject to all the restrictions upon the President. Any Vice President
shall perform such other duties as from time to time may be assigned to him
by the President of Board of Directors.
5.07. If required by the Board of Directors, the Treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties
as the Board of Directors shall determine. He shall have charge and custody
of and be responsible for all funds and securities of the corporation; receive
and give receipts for moneys due and payable to the corporation from any
source whatsoever, and deposit all such monies in the name of the
corporation in such banks, trust companies, or other depositories as shall be
selected in accordance with the provisions of Article 7 of these bylaws; and
in general, perform all the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the President or
by the Board of Directors.
5.08. The Secretary shall keep the minutes of the meetings of the members and of
the Board of Directors in one or more books provided for that purpose; give
all notices in accordance with the provisions of these bylaws or as required
by law; be custodian of the corporate records and of the seal of the
corporation, and affix the seal of the corporation to all documents, the
execution of which on behalf of the corporation under its seal is duly
authorized in accordance with the provisions of these bylaws; keep a register
of the address of each member which shall be furnished to the Secretary
by each member; and, in general, perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned
to him by the President or by the Board of Directors.
Assistant Treasurers and Assistant Secretaries
5.09. If required by the Board of Directors, the Assistant Treasurers shall give
bonds for the faithful discharge of their duties in such sums and with such
sureties as the Board of Directors shall determine. The Assistant Treasurers
and Assistant Secretaries in general shall perform such duties as shall be
assigned to them by the Treasurer or the Secretary or by the President or the
Board of Directors.
Committees of Directors
6.01. The Board of Directors, by resolution adopted by a majority of the Directors
in office, may designate and appoint one or more committees, each of which
shall consist of two or more Directors, which committees, to the extent
provided in said resolution shall have and exercise the authority of the Board
of Directors in the management of the corporation. However, no such
committee shall have the authority of the Board of Directors in reference to
amending, altering, or repealing the bylaws; electing, appointing, or
removing any member of such committee or any Director or officer of the
corporation; amending the articles of incorporation; adopting a plan of
merger or adopting a plan of consolidation with another corporation;
authorizing the sale, lease, exchange, or mortgage of all or substantially all
of the property and assets of the corporation; authorizing the voluntary
dissolution of the corporation or revoking the proceedings therefore; adopting a
plan for the distribution of the assets of the corporation; or amending,
altering, or repealing any resolution of the Board of Directors which by its
terms provides that it shall not be amended, altered, or repealed by such
committee. The designation and appointment of any such committee and the
delegation thereto of authority shall not operate to relive the Board of
Directors, or any individual Director, of any responsibility imposed on it or
him by law.
6.02. Other committees not having and exercising the authority of the Board of
Directors in the management of the corporation may be designated by a
resolution adopted by a majority of the Directors present at a meeting at
which a quorum is present. Except as otherwise provided in such resolution,
members of each such committee shall be members of the corporation, and
the President of the corporation shall appoint the members thereof. Any
members thereof may be removed by the person or persons authorized to
appoint such member whenever in their judgement is in the best interests
of the corporation shall be served by such removal.
Term of Office
6.03. Each member of a committee shall continue as such until the next annual
meeting of the members of the corporation and until his successor is
appointed, unless the committee shall be sooner terminated, or unless such
cease to qualify as a member thereof.
6.04. One member of each committee shall be appointed chairman by the person
or persons authorized to appoint the members thereof.
6.05. Vacancies in the membership of any committee may be filled by
appointments made in the same manner as provided in the case of the
6.06. Unless otherwise provided in the resolution of the Board of Directors
designating a committee, a majority of the whole committee shall constitute
a quorum and the act of a majority of the members present at a meeting at
which a quorum is present shall be the act of the committee.
6.07. Each committee may adopt rules for its own government not inconsistent
with these bylaws or with rules adopted by the Board of Directors.
CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
7.01. The Board of Directors may authorize any officer or officers, agent or agents
of the corporation, in addition to the officers so authorized by these bylaws,
to enter into any contract or execute and deliver any instrument in the name
of and on behalf of the corporation. Such authority may be general or
confined to specific instances.
7.02. All checks, drafts, or orders for the payment of monies, notes or other
evidences of indebtedness issued in the name of the corporation shall be
signed by such officer or officers, agent or agents of the corporation and in
such manner as shall from time to time be determined by resolution of the
Board of Directors. In the absence of such determination by the Board of
Directors, such instruments shall be signed by the Treasurer, or an Assistant
Treasurer and countersigned by the President or a Vice President of the
corporation. All checks under two hundred (200) dollars shall require one
signature only. Checks above that amount shall require two signatures.
7.03. All funds of the corporation shall be deposited from time to time to the credit
of the corporation in such banks, trust companies, or other depositories as
the Board of Directors may select.
7.04. The Board of Directors may accept on behalf of the corporation any
contribution, gift, bequest, or device for the general purposes of for any
special purpose of the corporation.
CERTIFICATE OF MEMBERSHIP
Certificates of Membership
8.01. The Board of Directors may provide for the issuance of certificates
evidencing membership in the corporation, which shall be in such form as
may be determined by the Board. Such certificates shall be signed by the
President or a Vice President and by the Secretary or an Assistant Secretary
and shall be sealed with the seal of the corporation. All certificates
evidencing membership of any class shall be consecutively numbered. The
name and address of each member and the date of issuance of the certificate
shall be entered on the records of the corporation. If any certificate shall
become lost, mutilated, or destroyed, a new certificate may be issued
therefor on such terms and conditions as the Board of Directors may
Issuance of Certificates
8.02. When a member has been elected to membership and has paid any initiation
fee and dues that may then be required, a certificate of membership shall be
issued in his name and delivered to him by the Secretary, if the Board of
Directors shall have provided for the issuance of certificates of membership
under the provisions of Paragraph 8.01 of this Article 8.
BOOKS AND RECORDS
9.01. The corporation shall keep correct and complete books and records of
account and shall also keep minutes of the proceedings of its members,
Board of Directors, and committees having any of the authority of the Board
of Directors, and shall keep at the registered or principal office a record
giving the names and addresses of the members entitled to vote. All books
and records of the corporation may be inspected by any member of his
agent or attorney for any proper purpose at any reasonable time.
10.01. The fiscal year of the corporation shall begin on the first day of July and
end on the last day of June in each year.
ARTICLE 1 I
11.01. The Board of Directors may determine from time to time the amount of
initiation fee, if any, and the annual dues payable to the corporation by
members of each class.
Payment of Dues
11.02. Dues shall be payable in advance on the first day of July in each fiscal
year. New members joining for the first time, who join in the last quarter
of the fiscal year (July through June) will have their dues applied to
the next fiscal year. This time extension benefit is not applicable to current
members who make payment of dues in the last quarter of the fiscal year.
Default and Termination of Membership
11 -03. When any member of any class shall be in default in the payment of dues
for a period of six (6) months from the beginning of the fiscal year or
period for which such dues become payable, his membership will be
thereupon be automatically terminated.
12.01, The Board of Directors shall provide a corporate seal, which shall be in the
form of a circle and shall have inscribed thereon the name of the
corporation and the words "Corporate Seal of West Texas Longhorn
WAIVER OF NOTICE
13.01. Whenever any notice is required to be given under the provisions of the
Texas Non-profit Corporation Act or under the provisions of the articles of
incorporation or the bylaws of the corporation, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving of
AMENDMENTS TO BYLAWS
14.01. These bylaws may be altered, amended, or repealed and new bylaws may be
adopted by a 213 majority of the members present at any regular meeting or
at a special meeting of the members if at least ten days written notice is
given of an intention to alter, ament, or repeal these bylaws or to adopt new
bylaws at such meeting.