EWA By-Laws

 

BYLAWS OF THE EXOTIC WILDLIFE ASSOCIATION

The following Bylaws pertain to the Exotic Wildlife Association, which is a Texas non-profit

corporation (the “Association”).

ARTICLE I

OFFICES

Section 1. Principal Offices. The principal offices of the Association shall be located in the City

of Kerrville, Texas, until such principal office is changed by the Board of Directors, from time

to time.

Section 2. Other offices. The Association may, in addition to its principal office, have offices at

such other places within and without the State of Texas as the Board of Directors may from time

to time determine.

ARTICLE II

MEMBERS

Section 1. Membership in the Association is a privilege, not a right, application for which shall

be made by procedures prescribed by the Association. Membership, or application therefore, may

be terminated or rejected by the Officers Committee or Board of Directors for cause detrimental

to the interest of the Association, its programs, policies, objectives and harmonious relationship

of its Members as determined by the Officers Committee or Board of Directors.

Section 2. All Members of the Association shall obey and be bound by all bylaws, rules and

regulations of the Association, including the Code of Ethics, Conference Attendee Agreements

and decisions or actions of the Board of Directors or Officers Committee.

Section 3. Every Member by joining the Association, or non-member by purchasing Exotic Hoof

Stock registered with the Association, or filing registration applications or other documents with

the Association, does thereby agree:

(a) If unsuccessful in an attempt to overturn the Association decisions, actions, rules or

regulations, to reimburse the Association for its reasonable attorney’s fees, court costs

and other expenses in defense of such suit, and

(b) He/she will not commence any action, whether in law or equity, against the

Association in any courts other than those Federal and State courts located in Kerr

County, Texas.

Section 4. Memberships. Members of the Association shall be persons approved for

membership in the Association by or under authorization of the Board of Directors. The

Association shall have such types of memberships as set forth in the Bylaws or otherwise

authorized from time to time by the Board of Directors.

1Section 5. Active Members. Active Members shall be persons who are actively engaged as

owners, agents, or managers in the handling, propagation, or care of indigenous and non-

indigenous hoof stock animals as defined in these Bylaws and amendments thereof and rules

adopted by the Board of Directors. Designated dealers in indigenous and non-indigenous hoof

stock animals recognized in these Bylaws shall be eligible for Active Membership. Active

Members in Good Standing shall have the right to vote in the election of Directors or on other

matters affecting the affairs of the Association.

Section 6. Lifetime Members. Persons who qualify as Active Members can become Lifetime

Members of the Association. A one-time fee in an amount set forth from time to time by the

Board of Directors entitles anyone so qualified to be a Lifetime Member. Lifetime Members

enjoy all the rights and privileges of an Active Member for the lifetime of the Member.

Section 7. Active Corporate Members. Corporations or other entities actively engaged as

owners, agents, or managers in the handling, propagation, or care of indigenous and non-

indigenous hoof stock animals shall be eligible to become an Active Corporate Member. An

Active Corporate Member may designate up three (3) representatives of the entity to be listed

individually as Active Corporate Members of the Association. Active Corporate Members shall

designate only one Active Corporate Member to vote in the election of Directors and on other

matters affecting the affairs of the Association.

Section 8. Associate Members. Persons interested in indigenous and non-indigenous hoof

stock animals, who support the right to privately own, manage, and breed indigenous

and non-indigenous hoof stock animals, and who support a landowner’s right to control his or

her own land, may become Associate Members and such Associate Members shall be entitled

to attend general and special meetings of the Association but shall not be entitled to vote on

any matter. The annual dues of Associate Members shall be as set forth from time to time by

the Board of Directors.

Section 9. Student Members. Persons enrolled in public or private institutions of learning are

eligible to become Student Members of the Association. The annual dues of a Student Member

shall be as set forth from time to time by the Board of Directors. Student Members of the

Association shall not be entitled to vote on any matter.

Section 10. Associate Corporate Members. Corporations and other entities interested in

indigenous and non-indigenous hoof stock animals, and which support the right to privately

own, manage, and breed indigenous and non-indigenous hoof stock animals, and which support

a landowner’s right to control his or her own land, may become Associate Corporate Members.

Associate Corporate Members shall be entitled to attend general and special meetings of the

Association but shall not be entitled to vote on any matter. Associate Corporate Members may

designate up to three (3) representative of the entity to be listed individually as Associate

Corporate Members of the Association.

Section 11. Honorary Lifetime Member. A Person who has contributed to the mission of the

Association, supports the right to privately own, manage, and breed indigenous and non-

indigenous hoof stock animals, and supports a landowner’s right to control his or her own land,

but is not actively engaged in the propagation of indigenous and non-indigenous hoof stock

2may become an Honorary Lifetime Member. This level of membership requires a Director’s

nomination and approval by a majority vote of the Association’s Board of Directors. Honorary

Lifetime Members shall be entitled to attend general and special meetings of the Association

but shall not be entitled to vote on any matter. This is an honorary position therefore there are

no dues associated with this level of membership.

Section 12. Family/Employee Member. The Association represents the interests not only of its

various levels of membership but also the family members who reside in the household and

employees of the ranch of each level of membership. A family/employee member shall be

included in the Association membership but will not be eligible to vote on any Association

matters. There shall be no annual dues associated with the level of membership.

Section 13. Payment of Dues. Membership dues are to be paid annually (other than for Lifetime

Members), based on the anniversary date of original membership. Eligible Members who are not

so qualified by timely payment of dues shall be automatically suspended as Members.

Section 14. All Members in Good Standing upon their annual renewal shall be subject to

approval by the Officers Committee or Board of Directors in the same manner as the initial

application, as set forth in Section 1 above. Any Member who is not in Good Standing shall not

be eligible for renewal. This Section 15 shall not apply to Lifetime Members.

Section 15. Members in Good Standing. For purposes of these Bylaws, a “Member in Good

Standing” is defined below in Article XIV.4.

ARTICLE III

MEETINGS OF MEMBERS

Section 1. Annual Meeting. The annual meeting of the Members of the Association for the

election of Directors and the transaction of such other business as may properly come before the

meeting shall be at such place and on such date and at such time in February, March or April of

each year as the Board of Directors may from time to time determine, provided such

determination shall be made by the Board of Directors at a meeting held in or prior to the first

week in February of the year. If no timely action is taken by the Board of Directors as to any year,

the annual meeting of members shall be held in the Association’s principal office at ten o’clock in

the forenoon of the third Friday in March of every year for which no timely action is taken, as

provided by this section.

Section 2. Special Meetings. Special meetings of Members for any purpose or purposes may be

called at any time by the President or by any five (5) of the Directors to be held at such time and

place as may be designated in the notice of the meeting. Additionally, the President or Vice-

President or the Secretary shall promptly call a special meeting of the Members whenever ten

percent (10%) or more of the Voting Members in Good Standing shall make written application

therefore, stating the purposes of the meeting applied for. The business transacted at any special

meeting of active members shall be limited to the purpose stated in the notice.

Section 3. Voting. Voting on any matter submitted to the Members for a vote may be conducted

3by mail, by facsimile transmission, by electronic message or other electronic means, or any

combination, as determined by the Board of Directors. Voting Members in Good Standing may

not vote at any annual or special meeting by proxy.

Section 4. Quorum of Members. For the purpose of holding an election of Directors or the

transaction of other business, a quorum of Voting Members in Good Standing present shall

consist of not less than ten percent (10%) of the total number of Voting Members in Good

Standing.

Section 5. Notice Meetings of Members. Only Voting Members in Good Standing as of

December 31st of each year shall be entitled to notice of and to vote at the annual meeting for

the subsequent year. Notice of the annual meeting shall be deposited in the United States mail or

sent by facsimile or electronic message addressed to the member at his or her address, facsimile

number or electronic address as it appears on the records of the Association, with the postage

thereon paid if mailed, not less than ten (10) days nor more than sixty (60) days before the date

of the meeting, and when so mailed the notice shall be deemed delivered. Notice of all special

meetings of members shall be given in like manner but may be mailed not less than five (5) days

before the special meeting and shall specify the purpose or purposes of the meeting.

ARTICLE IV

DIRECTORS

Section 1. Powers of Board of Directors. All the affairs of the Association shall be under the

control of the Board of Directors. The Board shall have the power from time to time to adopt,

alter, and amend Bylaws and rules and regulations.

Section 2. Nomination and Election of Directors.

(a) During the month of March following the Annual Membership Meeting, the Board of

Directors shall appoint a Nominating Committee consisting of two (2) members of

the Board of Directors and three (3) Voting Members in Good Standing of the

Association who are neither Directors nor Officers of the Association. The

Nominating Committee shall promptly select not less than two (2) additional persons

than the number of Directors whose term is expiring nor more than fifteen (15)

persons as nominees and candidates to be voted upon at the following annual meeting

of Voting Members of the Association, to fill the vacancies of the Directors whose

term of office will expire as of the following annual meeting or Directors who are

deceased or who have resigned. For clarification, the Nominating Committee is

selected following an annual meeting for the selection of nominees to the Board of

Directors for vote at the following annual meeting.

Each nominee for the Board of Directors must meet the following eligibility

criteria: (1) Be actively engaged as an owner, agent, or manager in the handling,

propagation, or care of indigenous or non-indigenous hoof stock animals as defined in

these Bylaws; (2) Have been a Member in Good Standing for at least three (3)

consecutive years prior to nomination; (3) Not be currently under indictment,

information, or criminal investigation for any misdemeanor or felony offense, other

than minor traffic violations; (4) Not have any unresolved ethics complaint pending

before the Association; (5) Meet all additional qualifications set forth in Section IV.3

4of these Bylaws; and (6) Execute a Consent and Certification Agreement, certifying

compliance with the qualifications listed above, affirming that no disqualifying

criminal or ethical matters exist, and authorizing the Association to conduct a

background and ethics review for verification.

For purposes of this section, “minor traffic violation” means a non-criminal

infraction such as speeding, equipment violations, or expired registration that does

not involve impairment, bodily injury, deception or fraud, or reckless disregard for

safety.

“Moral turpitude” means conduct involving fraud, dishonesty, intentional

deception, violence, animal cruelty, abuse of position, or other behavior reflecting

adversely on one’s fitness to serve on the Board of Directors.

The nominee list will be submitted to the Association’s Corporate Office for

verification of qualifications. Nominees who do not sign the Consent and

Certification Agreement, or who fail to meet the eligibility standards, shall not be

placed on the ballot.

(b) After qualification, the nominee list will be submitted to the Board of Directors for

approval by a majority vote of the of the Board provided there is a quorum present.

TheBoard of Directors, after discussion, may reject any nominee for any reason or no

reason. Nominees to replace those rejected by the Board will be submitted to the

Associations main office for qualification. The final list of nominees accompanied by

each nominee’s bio-sketch and photograph will be submitted immediately to the

Association’s main office.

(c) The names of such nominees shall be placed on a ballot and sent to each Voting

Member in Good Standing with the notice of the annual meeting. The notice shall

inform the Voting Members the method of voting and if using a printed ballot how

such ballot shall be returned to the Association. All voting for Directors shall be by

such written ballots or electronic means as designated by the Board of Directors and

the nominees receiving the greatest number of votes shall be declared elected. In the

event of a tie vote the election shall be determined by the drawing of lots in a manner

approved by the nominees affected by the tie vote. Due to the vetting process

required to qualify all candidates for service as an Association director there will be

no nominations for the position of Director submitted as a write in candidate or

nominated from the floor at the meeting. Members who wish to nominate a candidate

for the position of Director may notify the Association or the Nominations Committee

Chairman with that Member’s name prior to the May Board of Directors regular

meeting. No official ballot shall be considered or counted in which the Voting

Member in Good Standing attempts to vote for more than the number of Directors

designated to be elected.

Section 3. Qualification of Directors.

(a) Each nominee for the position of Director must meet the following eligibility

requirements: (1) Have at least three (3) years of experience in the handling,

propagation, or care of indigenous or non-indigenous hoof stock animals as defined in

these Bylaws; (2) Have served at least one (1) year on an official Committee of the

Association; (3) Meet all eligibility rules and policies adopted by the Board of

5Directors; (4) Not have an immediate family member (as defined in Article XIV) or

employer concurrently serving on the Board of Directors, except in the case of

Advisory Board members, to whom this restriction does not apply. (5). Unless

restricted by a court, an EWA Board member must fully disclose an arrest or criminal

charge as soon as possible and no later than 7 days after the incedent.

Nominees who fail to meet these qualifications, or who do not complete all required

verifications, shall not be placed on the ballot.

Section 4. Term Limits for Directors. All Directors of the Association shall be elected for a three

(3) year term.

Section 5. Meetings of Directors. The Board of Directors shall hold a meeting as soon as

practicable after the adjournment of the annual meeting of members, at which time the officers of

the Association shall be elected for the ensuing year; and, at which any and all business and

affairs of the Association may be acted upon. No notice of said meeting need be given. Special

meetings of the Board of Directors may be called from time to time by the president or the

Secretary or by written call and notice signed by any five (5) or more Directors filed with the

Secretary whose duty it shall be to mail said notice to all of the Directors of the Association.

Notices of special meetings of Directors, stating the time and place of the meeting, shall be given

to the Directors by mail, facsimile or electronic message not more than thirty (30) days or less

than five (5) days before the date set for the meeting; and unless otherwise stated in the notice

the meeting shall be held at the principal office of the Association. Any Member in Good

Standing may attend a meeting of the Board of Directors.

Section 6. Quorum of Directors. Unless mandatorily otherwise required by law, fifty percent

(50.0%) of the Directors then in office present in person shall constitute a quorum for the

transaction of business at any meeting of the Board of Directors. If less than a quorum is present

at a meeting the Directors present may adjourn the meeting and the meeting may be held on the

date to which it is adjourned without further notice. Except as otherwise provided by law or by

the Articles of Incorporation of the Association or these Bylaws, when a quorum is present at any

meeting of the Board of Directors a majority of the Directors present at such meeting shall

decide any question coming before such meeting.

Section 7. No Proxy Voting. A Director may not vote by proxy.

Section 8. Attendance at Meetings. A Director’s position is one of trust and confidence placed on

an individual by the membership of this Association. Attendance at Board meetings is paramount

to this trust. An Association’s Director shall be allowed one (1) missed meeting, which absence is

unexcused, in a twelve (12) month period beginning with the Annual Membership Meeting each

year. Directors may attend meetings via Zoom or similar electronic conference method

provided, however, that each Director must attend at least one Board meeting in person every

twelve (12) months. Any member of the Board of Directors who misses more than one meetings

unless excused, shall be mailed a certified letter by the President of the Association asking for his

appearance before the Board to explain his desire to continue to serve as a director, after which

the Director may be removed in accordance with Section VI.2 below. A Director’s failure to

respond shall be cause for his removal from the Board of Directors.

6Section 9. Conduct of Meetings. Each meeting of the Board of Directors shall be presided over

by the Chairman of the Board or the President; or in the absence of either, by a Vice-President

or a person selected to preside by the vote of the majority of the Directors present. The

Secretary, or in his or her absence an Assistant Secretary, or in the absence of both, any person

designated by the Chairman of the meeting shall act as Secretary of the meeting. All meetings

shall be conducted in an orderly manner but no formal rules or order of business shall be

applicable.

Section 10. Conflict of Interest. Directors of the Association who serve as an officer or director

of any other organization or association who has a conflict of interest with the Association

shall cease to serve as a director of the Association or the conflicting organization or association

until such time as the matter is resolved. The determination of the conflict of interest shall be

determined by a 2/3 majority vote of the Board of Directors of the Association.

Section 11. Committees.

(a) In addition to the Nominating Committee, the Board shall maintain the following

standing committees: Officers Committee, Finance Committee and Legal and Ethics

Committee. The Board may have such other standing or temporary committees as the

Directors deem proper. All committee members shall be appointed by the President,

unless otherwise determined by the Board. The Executive Director shall be a non-voting

member of each standing committee. Each member of a committee shall serve a term of

one (1) year unless the committee is sooner terminated or such member is removed from

such committee. Only members of a Committee may attend such Committee meetings

unless the Committee invites a Member to attend.

(b) The President of the Board of Directors shall create an Officers Committee from the

Board of Directors. The Officers Committee will consist of the Chairman of the

Board, President, each Vice-President, Secretary, and Treasurer. The Officers

Committee shall have all the powers of the Board of Directors with respect to all

matters relating to the affairs of the Association to be exercised only in an emergency

when a meeting of the Board of Directors cannot be convened. The vote of a majority

of members of the Officers Committee present in person and voting at a meeting at

which a quorum is present shall be sufficient to constitute the act of the Officers

Committee unless the act of a greater number is required by law or the Bylaws. A

majority of the members of the Officers Committee shall constitute a quorum for the

transaction of business at any meeting of the Officers Committee. All action of the

Officers Committee shall be reported to the next succeeding meeting of the Board of

Directors.

(c) The Finance Committee shall be composed of three or more Directors appointed by

the President; one of whom shall be the Treasurer. The Finance Committee shall

oversee all financial operations of the Association, procure and review any and all

external audits and prepare and recommend an annual operating budget to the Board.

(d) The President may appoint a technical committee consisting of wildlife biologists and

other technical persons in the wildlife field to handle all matters of a technical nature

affecting the Exotic Wildlife Association and its membership.

7Section 12. State Chapter Directors. All state chapter presidents shall serve as a Director on the

Board of Directors and will be granted all voting rights and privileges of the Board of Directors

as long as he or she serves in the capacity of state president. Newly elected state chapter

Presidents will automatically fill the position as a Director on the Board of Directors.

Section 13. Number of Board Members. The Board of Directors shall be made up of not more

than twenty five (25) elected Members.

Section 14. Honorary Board Member. A member of the Board of Directors who honorably

retires from the Board, chooses not to seek reelection to the board, or is not reelected to the

Board of Directors at the expiration of their term, upon a recommendation from the President

based on past service to the Association, and approval from the Board of Directors may serve

as an Honorary Board Member. An Honorary Board Member may attend all board meetings

but has no voting privileges on any matter brought before the Board. There are no term limits

but a honorary board member may be removed for cause or for no cause.

Section 15. Rules. The Board of Directors may from time to time adopt or amend rules and

regulations applicable to Member conduct or any convention functions or other activities

sponsored by the Association.

ARTICLE V

OFFICERS

Section 1. Number and Designation of Officers. The Officers of the Association shall be

Chairman of the Board, a President, one or more Vice-Presidents, a Secretary, a Treasurer and

other officers as may be appointed as provided in Section 2 of this Article. Except as otherwise

provided herein, the Officers specifically named above shall be elected annually by the Board

of Directors after the election of Directors at the annual meeting of Members and shall hold

office until their successors are duly elected; subject, however, to the provisions of Article VI

hereof. Candidates for any EWA officer position must be a member of the EWA Board of

Directors at the time of their election. Commencing in 2025, and thereafter, the President shall

be elected to a three (3) year term. If the elected Presidents term as a board member is set to

expire before his or her term as President expires, the term as a board member shall be

extended until the end of the term as President. A President may be reelected and the term as

board member will be extended kuntil the expiration of the term as President. In the event of

the failure of the Board of Directors to so elect any such Officers, such Officers may be elected

at any subsequent meeting of the Board of Directors. Any person may hold two or more offices,

provided President and Secretary shall not be the same person. If the office of any officer

becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

Section 2. Other Officers. The Board of Directors may, from time to time, appoint one or more

other officers of the Association, including one or more Assistant Secretaries, one or more

Assistant Treasurers, and such other officers as the Board may deem desirable. Each officer so

appointed shall hold office at the pleasure of the Board of Directors and shall exercise such

powers and perform such duties as may be assigned to him or her by or pursuant to authority of

the Board of Directors or the President.

8Section 3. Chairman of the Board. The Chairman of the Board shall preside at the Board of

Directors meeting during the election of the President, Vice-Presidents, Treasurer, Assistant

Treasurers, Secretary, and Assistant Secretary, if the Board of Directors chose to elect all or

part of these Officers.

Section 4. President. The President shall, subject to the direction and control of the Board of

Directors, be the Chief Executive Officer of the Association and shall have supervision of the

financial and other affairs of the Association, as well as all powers and duties usually incident to

such an officer. The President shall preside at all meetings of the Board of Directors, except the

election of Officers, and meetings of members at which he is present.

Section 5. Vice-President. In the absence or inability to act for the President, any Vice-

President designated by the Board of Directors shall perform all the duties and may exercise all

the powers of the President. Each Vice-President shall have such other powers and shall

perform such other duties as may be assigned to him by the Board of Directors or the President.

Section 6. Treasurer. The Treasurer shall have general supervision over care and custody of the

funds and securities of the Association and shall deposit the same or cause the same to be

deposited in the name of the Association in such bank or banks, trust company or trust

companies, and in such safe deposit company or companies as the Board of Directors may

designate; shall have supervision over all receipt and disbursements of the Association and also

general responsibility for its accounting procedures and practices; shall, whenever required by

the Board of Directors or the President, render or cause to be rendered an account or accounts

of all his transactions as Treasurer and of the financial condition of the Association; shall

have the power and perform the duties usually incident to the office of Treasurer and shall have

such other powers and perform such other duties as may be assigned to the Treasurer by the

Board of Directors or the President.

Section 7. Assistant Treasurers. The Assistant Treasurers shall perform the duties of the

Treasurer in his or her absence or inability to act and shall perform such other duties as may be

assigned to them by the Treasurer, or by the Board of Directors or the President.

Section 8. Secretary. The Secretary shall act as Secretary of all meetings of members and of the

Board of Directors at which he or she is present, shall have supervision over the giving of

notices of the Association, shall be the custodian of the corporate records of the Association,

shall be empowered to affix a corporate seal to documents where a seal is required, shall

exercise the powers and perform the duties usually incident to the office of Secretary, and shall

exercise such other powers and perform such other duties as may be assigned to the Secretary

by the Board of Directors or the President.

Section 9. Assistant Secretary. Assistant Secretary shall perform the duties of the Secretary in the

absence or inability of the Secretary to act and shall perform such other duties as shall be

assigned to them by the Secretary, or by the Board of Directors of the President.

Section 10. Executive Director. The Board of Directors may engage an Executive Director

whose term and conditions of employment shall be specified by the Board. Under the direction

of and supervision of the Board of Directors, Chairman of the Board and the President, the

Executive Director shall manage and direct the day to day activities of the Association and shall

be responsible to the Board. The Executive Director shall report to the President other than

9during meetings of the Board of Directors. Except for the President, no Individual Director or

officer may instruct the Executive Director or any other employee to take any action.

Section 11. Fidelity Bond. The Board of Directors shall have the power to require any officer

or employee of the Association to give an appropriate fidelity bond for the faithful discharge of

his duties, and accounting for funds and property, in such form and in such amount and with

such surety or sureties as the Board of Directors may deem advisable.

Section 12. Compensation for Agents and Employees. The compensation of all agents and

employees of the Association shall be fixed by the Board of Directors or pursuant to authority

of general or special resolutions of the Board of Directors; but no compensation of any kind

shall ever be provided for or paid to any Director or any Officer. Assistant Officers, however,

appointed under section 2 of this Article who are not Directors and who are employees of the

Association, may be paid only for services as such employees.

ARTICLE VI.

RESIGNATIONS AND REMOVALS

Section 1. Resignations. Any Director, Officer, or agent of the Association may resign at any

time by giving written notice to the Board of Directors, or to the President, or to the Secretary

of the Association; and, any member of any Committee may resign at any time by giving

notice either as aforesaid, or to the Committee of which he or she is a member or to the

chairman thereof. Any such resignation shall take effect at the time specified therein; or, if the

time is not specified, upon receipt thereof, and, unless otherwise specified therein, acceptance

of such resignation shall not be necessary to make it effective.

Section 2. Removals.

(a) Any member, Director, Officer, Employee or Agent, or Member of any Committee

may be removed at any time by the majority vote or written action of the majority of

the entire Board of Directors upon a finding, reached after the person involved has

been fully advised and heard, that the Member, Director, Officer, Employee, or

Agent is guilty of a felony or any misrepresentation, deception, or fraud with

reference to any matter relating to indigenous or non-indigenous hoof stock animals

or is guilty of conduct detrimental to the welfare of the Association.

(b) The Board of Directors, by resolution adopted by the majority of the whole Board,

may also at any time remove or discharge, with or without cause, any Officer,

Employee, Agent, or member of any Committee appointed by it or hired with its

approval or otherwise. A Director found in violation of Article IV Section 7, after

receiving a certified letter from the President of the Association shall appear before

the Board of Directors and show cause as to why he or she should not be removed

from the Association’s Board. The Board may remove the Director, by resolution

adopted by the majority of the remaining Board members.

ARTICLE VII.

VACANCIES

10Section 1. Among Directors. Any vacancy occurring in the office of Director by reason of

death, resignation, retirement, disqualification, or removal from office, or otherwise, any new

directorship created by an increase in the number of directors, may be filled by the majority

vote or written action of the remaining Directors. Directors so appointed shall serve during the

unexpired portion of the term of their predecessor.

Section 2. Among Officers, etc. If the office of Chairman of the Board, the President, any Vice-

President, the Secretary, any Assistant Secretary, the Treasurer, or any Assistant Treasurer

becomes vacant at any time by reason of death, resignation, retirement, disqualification,

removal from office, or otherwise, the remaining officers ascend to fulfil the unexpired term of

the vacant office. All other officers ascend to the next vacant level and the Board will request

nominations for and elect an officer for the vacant position to fulfil the unexpired term.

ARTICLE VIII.

ACTION WITHOUT MEETINGS

Section 1. By Members. Whenever, in the opinion of the Board of Directors, action or approval

with respect to any matter by Voting Members in Good Standing is necessary or desirable, the

matter may be prepared in a form of resolution which would be adequate if passed at a meeting

of the Voting Members in Good Standing and mailed or sent by facsimile or electronic message

to each of the Voting Members in Good Standing with a form for his or her written vote of

approval or disapproval to be returned by mail or otherwise to the Secretary within a limited

time to be stated in the request for approval or disapproval. The action of a majority of the

Voting Members in Good Standing shall constitute action thereon with the same effect as

though the vote had been taken at a meeting of Voting Members in Good Standing held in

accordance with these Bylaws.

Section 2. By Directors. Any matter which can be decided or acted upon by the Board of

Directors at a meeting held in accordance with these Bylaws may be acted upon by submitting

the action in the form of a resolution in form and manner provided in Section I of this Article,

and the written, vote thereon by all the Directors constituting the Board of Directors shall be a

valid action thereon as though the same had been done at a meeting of the Directors held in

accordance with these Bylaws.

ARTICLE IX

TRANSACTIONS OF THE ASSOCIATION

Section 1. Contracts. The Board of Directors may authorize any officer or agent of the

Association to enter into a contract or execute and deliver any instrument in the name of and

on behalf of the Association. This authority may be limited to a specific contract or instrument or

it may extend to any number and type of possible contracts and instruments.

Section 2. Deposits. All funds of the Association shall be deposited to the credit of the

Association in banks, trust companies, or other depositaries as the Board of Directors may select.

Section 3. Gifts. The Board of Directors may accept on behalf of the Association any

11contribution, gift, bequest, or devise for the general purposes or for any special purpose of the

Association.

ARTICLE X

SEXUAL HARASSMENT/DISCRIMINATION

Section 1. It is the official policy of the Association that:

1. No employee shall be subjected to employment decisions based on sex, race, color,

national origin, religion, age, or disability.

2. No employee shall use the Exotic Wildlife Association’s authority to subject

members of the public to decisions based on sex, race, color, national origin,

religion, age, or disability.

3. Unprofessional conduct will not be tolerated and is prohibited.

4. Sexual harassment will not be tolerated and is prohibited.

5. Any form of harassment will not be tolerated and is prohibited.

Any violations of the above policy of sexual harassment and/or discrimination by any

employee, director, or duly appointed agent will be thoroughly investigated by the Exotic

Wildlife Association’s Officers committee and a report shall be prepared and submitted, by the

Officers Committee Chairperson, to the Association Board of Directors for possible

disciplinary action and/or dismissal.

ARTICLE XI

FIDUCIARY RESPONSIBILITY

Section 1. Payment of Purchased Items From Association. All invoices shall be paid as per the

Terms and Conditions of any Association auction.

Section 2. Purchased Animals Through Any Online Auction. These animals are subject to

forfeiture for non-payment as per the Terms and Conditions of any Association auction. The

buyer will not be allowed to bid in future auction, either in person or online.

Section 3. Selling Animals Through Association Auction. All animals sold by a Member through

the Association auction shall be delivered per the Terms and Conditions of the Association

auction, as they may be amended from time to time. Failure to comply with the Terms and

Conditions may result in such Member’s forfeiture of its Membership in the Association, upon

notice and an opportunity to be heard by the Board of Directors.

12ARTICLE XII

INDEMNIFICATION

Section 1. Right to Indemnification. The Association shall indemnify and hold harmless the

Officers and Directors and their respective officers, constituent partners, trustees and employees

(individually, an “Indemnitee”), to the extent permitted under Texas law. This includes as

follows:

(a) In any threatened, pending or completed action, suit or proceeding, whether civil,

criminal, administrative, arbitrative or investigative, to which an Indemnitee was or is a

party or is threatened to be made a party by reason of the fact that such Indemnitee is or

was a Director, officer, employee or constituent partner of a Director, the Association

shall indemnify such Indemnitee against attorneys’ fees, judgments, fines, penalties,

settlements, and reasonable expenses actually incurred by such Indemnitee in connection

with the defense and/or settlement of such action, suit or proceeding, if such Indemnitee

acted in good faith, and in the case of the exercise of authority by the Indemnitee under

the Code or this Agreement, other than service for another enterprise, in a manner

reasonably believed by such Indemnitee to be in the best interests of the Association

and, in all other cases, that the Indemnitee’s conduct was at least not opposed to the

Association’s best interests, and with respect to any criminal action or proceeding, the

Indemnitee did not have reasonable cause to believe that his conduct was unlawful. In

no event, however, shall indemnification ever be made in relation to a proceeding in

which the Indemnitee has been found liable for fraud or a criminal act or for gross

negligence, willful or intentional misconduct in the Indemnitee’s performance of its duty

to the Association or in relation to a proceeding which arises out of a material violation

by the Indemnitee of the terms and provisions of this Agreement. The termination of a

proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere,

or its equivalent, shall not, of itself, create a presumption that an Indemnitee did not act

in good faith and in a manner reasonably believed by such Indemnitee to be in the best

interests of the Association or not opposed to the Association’s best interests.

(c) If a claim or assertion of liability is made or asserted by a third party against an

Indemnitee by reason of the fact that such Indemnitee was or is a party or is

threatened to be a party by reason of the fact that such Indemnitee is or was a

Director, officer, trustee, employee or constituent partner of a Director,

Indemnitee will forthwith give to the Association written notice of the claims

or assertion of liability and request the Association to defend the same and any

other related claims or assertions of liability that are included in the same

complaint. Failure to so notify the Association will not relieve the Association

of any liability which the Association might have to Indemnitee except to the

extent that such failure actually prejudices the Association’s legal position.

The Association will have the obligation to defend against such claims or

assertions and the Association will give written notice to the Indemnitee of

acceptance of the defense of such claims and the name of the counsel selected

by the Association to defend such claims. The Indemnitee will be entitled to

participate with the Association in such defense and also will be entitled at its

option (and expenses) to employ separate counsel for such defense. In the

13event the Association does not accept the defense of the claims or in the event

that the Association or its counsel fails to use reasonable care in maintaining

such defense, the Indemnitee will have the right to employ counsel for such

defense at the expense of the Association. The Association and the Indemnitee

will cooperate with each other in the defense of any such action and the

relevant records of each will be made available to the other with respect to

such defense. If, at the conclusion of any such proceedings, it is determined

that the Indemnitee would not have been entitled to indemnification pursuant

to this Section XII.1 for such claims or assertions, then the Indemnitee shall

immediately reimburse the Association for any costs and expenses paid by the

Association to defend the Indemnitee pursuant to this Section XII.1(b).

(c) No Indemnitee will be entitled to indemnification under this Section XII.1 if it has

entered into any settlement or compromise of any claim giving rise to any indemnifiable

loss without the written consent of the Association. If a bona fide settlement offer is

made with respect to a claim and the Association desires to accept and agree to such

offer, the Association will give written notice to the Indemnitee to that effect (the

“Settlement Notice”). If the Indemnitee fails to consent to the settlement offer within ten

calendar days after receipt of the Settlement Notice, then the Indemnitee will be deemed

to have rejected such settlement offer and will be responsible for continuing the defense

of such claim and, in such event, the maximum liability of the Association as to such

claim will not exceed the amount of such settlement offer plus any and all reasonable

costs and expenses paid or incurred by the Indemnitee up to the date of the Settlement

Notice and which are otherwise the responsibility of the Association pursuant to this

Section XII.1.

(d) Any indemnification permitted under this Section XII.1 shall be made only out of

the assets of the Association and no Director shall be obligated to contribute to the

capital of or loan funds to, the Association to enable the Association to provide such

indemnification. The indemnification provided by this Section XII.1 shall be in addition

to any other rights to which each Indemnitee may be entitled under any agreement or

vote of the Directors, as a matter of law or otherwise, as to action in the Indemnitee’s

capacity as a director, officer, employee or constituent partner of a director, and shall

continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to

the benefit of the heirs, successors, assigns, administrators and personal representatives

of the Indemnitee.

(e) Except as otherwise provided in this Agreement, the Association may purchase and

maintain insurance on behalf of any one or more Indemnitees if approved by the Board

of Directors.

(f) In no event may an Indemnitee subject a Director to personal liability by reason of

the indemnification provisions of this Agreement.

The provisions of this Section XII.1 are for the benefit of the Indemnitees and the heirs,

successors, assigns, administrators and personal representatives of the Indemnitees and

shall not be deemed to create any rights for the benefit of any other Persons.

ARTICLE XIII

STATE CHAPTERS

14Section 1. In order to further the business and goals of the Association, the Board of Directors

may authorize the creation of state chapter associations. The Board of Directors shall determine

the terms of creation of any state chapter including, without limitation, services, if any, to be

provided by the Association to the state chapter in addition to services set forth in Section 2, and

any financial obligations of the state chapter to the Association.

Section 2. Services. In furtherance of a mutual desire to develop strong chapter associations, the

Association will provide certain services including but not limited to the following:

1. Maintain a chapter membership roster; offering membership lists and mailing lists

for chapters.

2. Reporting chapter activities in the official bi-annual publication “Exotic Wildlife”.

3. Provide assistance upon request of the chapter in areas of chapter administration,

membership recruitment and meeting planning.

4. Assist in legislative efforts, marketing, public relations, and research, training and

communication programs as directed by the Association board.

5. Upon establishment of a chapter, limited funds will be available to assist the

organization of the chapter.

Section 3. Rights Retained by the Association. Chapters are understood to be freestanding and

independent associations responsible for their own governance, actions and legal status.

Neither the chapter nor the Association can legally commit the other to an enterprise, endeavor

or undertaking without the express written consent of the other affected organization or entity.

All local fund raising projects are subject to prevailing tax rules, regulations, state and federal

laws. The responsibility to apply for Internal Revenue Service nonprofit exemption status as a

501 (c) (6) trade-association lies with the state chapter. The Association urges that the

application and annual returns be made. Regardless of its tax status, the state chapter shall be

responsible for its own state tax return, federal tax returns, and state incorporation.

Section 4. Reporting. The state chapter shall prepare and submit an annual report in writing to

the Association describing progress in membership, meeting activities, marketing and public

relation efforts and in any other matters which should be reported to the Board of Directors

thirty (30) days prior to the annual meeting of the Association. As a method of improved

personal relationships among members, to enhance learning opportunities and to otherwise

promote positive communications throughout the Association, state chapters will encourage its

members to attend the Association’s Annual Meeting and educational seminars.

Section 5. Termination. The state chapter affiliation shall remain in full force and effect until

cancelled by the Association or until the dissolution of either the state chapter or the

Association. A state chapter may withdraw its affiliation by written notice to withdraw to the

Executive Director of the Association. Upon withdrawal or termination of its affiliation, the

state chapter may no longer use the initials of the Association or any reference to the name of

the Association.

ARTICLE XIV

DEFINITIONS

Section 1. Definition of Non-indigenous Hoof Stock Animal. The term “Non-indigenous hoof

stock animal” as used in these Bylaws shall, until amended by action of the Board of Directors,

15be construed to mean and include all hoof stock animals which are not native to the North

American continent included in the families of animals popularly designated as deer, antelope,

sheep, goats, equine, and bovine.

Section 2. Definition of Indigenous Hoof Stock Animal. The term “indigenous hoof stock

animal” as used in these Bylaws shall, until amended by action of the Board of Directors be

construed to mean and include all “hoof stock animals native to the North American continent”

included in the families of animals popularly designated as deer, antelope, sheep, goats, equine,

and bovine.

Section 3. Definition of Age Class of Non-Indigenous & Indigenous Hoof Stock Animal.

a. b. c. Immature — an animal that has not reached its first birthday.

Yearling — an animal that has reached its first birthday but has not reached its

second birthday.

Mature — an animal that has reached its second birthday.

Section 4. Definition of Voting Member in Good Standing. For purposes of these Bylaws, a

“Member in Good Standing” means a Member who: (1) Has paid all required dues for the

Member’s membership category and is not delinquent on any past dues or fees owed to the

Association; (2) Is not more than ninety (90) days past due on any invoice, assessment, auction

settlement, or other financial obligation to the Association; (3) Has no pending or unresolved

ethics complaint, disciplinary action, or sanction issued by the Association; and (4) Has no

conflict of interest with the Association, as determined by the Board of Directors in its

reasonable discretion. A Member who does not meet all of the above conditions shall be

considered not in Good Standing, and during that period is not eligible to vote, serve on the

Board, hold office, chair a committee, or be nominated as a Director until restored to Good

Standing.

Section 5. State Chapter. Any chapter outside the state of Texas that has its affiliation with the

Association, must sign an agreement to abide by its by-laws, code of ethics, and directives

from the Association Board of Directors.

Section 6. Immediate Family. An immediate family member, as used in these bylaws means a

person’s spouse, domestic partner, child, stepchild, parent, stepparent, sibling, stepsibling,

grandparent, grandchild, parent-in-law, child-in-law, sibling-in-law, or any individual residing in

the same household with the person and having a close familial or dependent relationship.

Immediate Family includes both biological, adoptive, marital, and legally dependent

relationships.

Cousins, aunts, uncles, and more distant relatives are not considered Immediate Family unless

they reside in the same household and have a dependent or fiduciary relationship.

Section 7. Change of Definitions. The Board of Directors may add to and otherwise change the

foregoing definitions and may include said definitions and changes in and amendments thereto in

rules which shall have the force of bylaws.

ARTICLE XV

MISCELLANEOUS

16Section 1. Notice. Whenever by law, the Articles of Formation or these Bylaws, notice is to be

given to any director, Member, committee member, and no provision is made as to how such

notice is to be given, such notice may be given: (i) in writing, by mail, postage prepaid,

addressed to such director, member or committee member at such address as appears on the

books of the Association or (ii) in any other method permitted by the Texas Business

Organizations Code. Any notice required or permitted to be given by mail shall be deemed to be

given at the time the same is deposited in the United States mail. Notice to directors, Members or

committee members may also be given by nationally recognized overnight delivery or courier

service, and shall be deemed given when such notice shall be received by the proper recipient or,

if earlier, one (1) day after such notice is sent by such overnight delivery or courier service.

Notice from the Association may be given to the director, Member, or committee member by

facsimile, electronic mail or other electronic transmission to a facsimile number or electronic

message address provided by the person, or to which the person consents, for the purpose of

receiving notice. The director, Member, or committee member may specify the form of electronic

transmission to be used to communicate notice.

Section 2. Legal Construction. If any Bylaw provision is held to be invalid, illegal, or

unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any

other provision and these Bylaws shall be construed as if the invalid, illegal, or unenforceable

provision had not been included in these Bylaws.

Section 3. Headings. The headings used in these Bylaws are used for convenience and shall not

be considered in construing the terms of these Bylaws.

Section 4. Parties Bound. These Bylaws shall be binding upon and inure to the benefit of the

Directors, Members, officers, committee members, and agents of the Association.