Exotic Wildlife Association
Bylaws
Promoting Conservation through Commerce Since 1967
June 2023
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 EWA is a privilege, not a right, application for which shall be made by procedures prescribed by EWA. Membership, or application therefore, may be terminated or rejected by the Executive Committee or Board of Directors for cause detrimental to the interest of EWA, its programs, policies, objectives and harmonious relationship of its Members as determined by the Executive Committee or Board of Directors.
Section 2. All Members of EWA shall obey and be bound by all bylaws, rules and regulations of EWA and decisions or actions of the Board of Directors or Executive Committee.
Section 3. Every Member by joining EWA, or non-member by purchasing Exotic Hoofstock registered with EWA, or filing registration applications or other documents with EWA, does thereby agree:
- If unsuccessful in an attempt to overturn EWA decisions, actions, rules or regulations, to reimburse EWA for its reasonable attorney’s fees, court costs and other expenses in defense of such suit, and
- He/she will not commence any action, whether in law or equity, against EWA in any courts other than those Federal and State courts located in Kerr County, Texas.
Section 4. Active Members. Members of the Association shall be persons approved for membership in the Association by or under authorization of the Board of Directors. 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 representatives of individuals, corporations, or associations of any kind, subject to approval of the Board of Directors, may be treated as Active Members based upon annual dues paid by their principals. Designated dealers in indigenous and non-indigenous hoof stock animals recognized in these Bylaws shall be eligible for Active Membership. Only 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 5. Patron Members. Persons who qualify for Active membership may become Patron Members of the Association. The annual dues of Patron Members shall be five hundred dollars. Patron Members shall be entitled to attend all general meetings of the Association and shall be entitled to vote on any matters; provided that such Patron Member is a Voting Member in Good Standing.
Section 6. Lifetime Members. Persons who qualify for Active membership can become Lifetime Members of the Association. A one-time fee of two thousand dollars entitles anyone so qualified to be a Lifetime Member. Lifetime Members enjoy all the rights and privileges of Active membership for the lifetime of the member.
Section 7. Active Corporate Members. Corporations actively engaged as owners, agents, or managers in the handling, propagation, or care of indigenous and non-indigenous hoof stock animals shall be eligible for Active Corporate Membership. The name of Active Corporate Members shall be recognized as such. Active Corporate members shall designate up three (3) officers of the corporation to be listed individually as Active Corp. Officer of the Association. Active Corporate members shall designate only one voting member to vote in the election of Directors and on other matters affecting the affairs of the Association. This singular voting right is transferable by proxy duly appointed in writing.
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 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 one hundred dollars.
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 twenty-five dollars. Student Members of the Association shall not be entitled to vote on any matter.
Section 10. Associate Corporate Members. Corporations 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. The name of Associate Corporate members shall be recognized as such. Associate Corporate Members shall designate up to three (3) members of the corporation to be listed individually as Associate Corp. Officer members of the Association.
Section 11. Honorary Lifetime Member. A Person who has contributed to the mission of the Exotic Wildlife 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 hoofstock may become an Honorary Lifetime Member under the terms and conditions of this Section II.6. This level of membership requires a Director’s nomination and must be approved by a majority vote of the Exotic Wildlife 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. Auxiliary Member. A person who joins online line and is in support of the Exotic Wildlife Association’s mission of “Conservation through Commerce,” is a supporter of private property rights, a landowner’s right to control his or her own land, but does not own, manage or breed indigenous and non-indigenous hoof stock animals may become an Auxiliary Member. Auxiliary members are not allowed to vote on any Association matters but will receive all Association email alerts. There shall be no annual dues associated with this level of membership.
Section 13. 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 and shall be entitled to all Association email alerts but will not be eligible to vote on any Association matters. There shall be no annual dues associated with the level of membership.
Section 14. Payment of Dues. Membership dues are to be paid annually, based on the anniversary date of original membership. Eligible Voting members, who have paid annual dues and are not delinquent for any prior years and further meet the requirements of Section XIV.4, shall be considered “Voting Members in Good Standing” and shall be eligible to receive notice of and participate as a voting member of the Association at any meeting, held during such calendar year. Eligible Voting members who are not so qualified by timely payment of dues shall be automatically suspended as members and shall not be entitled to vote on any matters of the Association until their delinquency is rectified.
Section 15. All members in “Good Standing” upon their annual renewal shall be subject to approval by the Executive 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.
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. Vote by Proxy. Voting Members in Good Standing may vote at any annual or special meeting by proxy duly appointed in writing. Such proxy shall be filed with the Office of the Association by noon on the day prior to the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. A proxy shall be revocable unless expressly provided therein to be irrevocable or unless otherwise made irrevocable by law.
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 either present or present by proxy 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 January 31st of each year shall be entitled to notice of and to vote at the annual meeting for such year. Notice of the annual meeting shall be deposited in the United States mail addressed to the member at his or her address as it appears on the records of the Association, with the postage thereon paid, 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.
- 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 next annual meeting of Voting Members of the Association, to fill the vacancies of the Directors whose term of office will next expire or Directors who are deceased or who have resigned. Each nominee must be actively engaged as the 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 not currently under indictment of a misdemeanor or felony, have no ethics complaint pending and have been members in good standing for a period of at least three (3) years, must meet the qualifications set forth in Section IV.3 below, and upon request by the Board of Directors, if the Board determines it necessary, shall submit an affidavit to the Board certifying thatsuch nominee meets the qualifications set forth above. The nominee list will be submitted to the Association’s Corporate Office for verification of qualification.
- After qualification, the nominee list will be submitted to the Executive Committee for approval by a majority vote of the of the Executive Committee provided there is a quorum present of committee members. The Executive Committee, after discussion, may reject any nominee for any reason or no reason. Nominees to replace those rejected by the Executive Committee will be submitted to the Association office for qualification and all nominee’s names will be submitted at the next Board of Directors meeting for approval by a majority vote of the board provided there is a quorum present. The Board of Directors, after discussion, may reject any nominee for any reason or no reason. Following board approval, each nominee will be asked permission to be placed on the ballot. The final list of nominees accompanied by each nominee’s bio-sketch and photograph will be submitted immediately to the Association office.
- The names of such nominees shall be placed on a written or printed ballot and mailed to each Voting Member in Good Standing with the notice of the annual meeting. Such ballot shall provide that the same may be marked by the Voting Member in Good Standing so as to indicate the number of persons to be elected Directors for whom he or she desires to vote, and, same may be mailed in a sealed envelope marked “Ballot” to the Secretary of the Association or to the Corporate Office of the Association and the same shall be placed in the ballot box and to be opened, tallied, and counted at the annual meeting with the other written or printed vote of other Voting Members in Good Standing who may attend the meeting and cast their ballots in person. All voting for Directors shall be by such written ballots 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. All voting shall be done by an official Association ballot only and shall be submitted in an official Association envelope to the corporate office prior to the annual membership meeting or may be submitted at the Annual Membership Meeting prior to the election of directors, provided it is submitted in the official Association envelope. 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 Association director submitted as a write in candidate or nominated from the floor at the convention. Association members who wish to nominate a candidate for the position of Director may notify the Association office or the Nominations Committee Chairman with that Association member’s name prior to the May Board of Directors regular meeting as required by these by laws; 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. All nominees for the position of Director of the Exotic Wildlife Association shall be an Active member, Lifetime member, Active Corporate member or Patron member in good standing for a period of three (3) years prior to the election of Directors. In addition, nominees must (a) have at least 3 years experience in handling, propagation, or care of indigenous or non-indigenous hoof stock animals, (b) have served on a committee of the Association for at least 2 years prior to nomination, and (c) meet certain eligibility rules established by the Board of Directors from time to time. Upon request by the Board of Directors, they shall sign an affidavit insuring they are not currently under indictment of a misdemeanor or felony and have no ethics complaint pending. No member shall be eligible to serve on the Board of Directors while an immediate family member or a nominee’s employer also serves as a member of the Board of Directors. This shall not apply, however, to Advisory Board Members or their immediate family.
Section 4. Term Limits for Directors. All Directors of the Association shall be elected for a three (3) year term and shall not be limited by term limits.
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 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.
Section 6. Quorum of Directors. Unless mandatorily otherwise required by law, Fifty Percent (50.0%) Directors then in office present in person or by proxy 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. Proxy. Subject to the limitations in Section 8 below, a Director may 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 three (3) missed meetings, either unexcused or by proxy, in a twelve (12) month period beginning with the Annual Membership Meeting each year. Any member of the Board of Directors who misses more than three meetings either unexcused or by proxy, 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.
Section 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. In addition to the Nominating Committee, the President of the Board of Directors shall appoint from the Board of Directors an Executive Committee. The Executive Committee will consist of the Chairman of the Board, President, 1st and 2nd Vice-President, Secretary-Treasurer, and a minimum of five (5) additional Board of Directors and a maximum of seven (7) additional board members. The Executive Committee, between meetings of the Board of Directors, shall have all the powers of the Board of Directors with respect to all matters relating to the affairs of the Association. All action of the Executive Committee shall be reported to the next succeeding meeting of the Board of Directors for approval or disapproval; but, the Board of Directors shall not have the authority to disapprove an action taken by the Executive Committee on which other persons or parties have acted or relied and whose rights would be adversely affected by the withholding of such approval.
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.
The President shall appoint such other standing or temporary committees, as the Directors may deem proper.
Section 12. State Chapter Directors. All state chapter presidents shall serve as a Director on the International Board of Directors and will be granted all voting rights and privileges of the International 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 International 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.
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. 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. 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 Offices. 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.
Section 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. The Chairman of the Board shall also be Chairman of the Executive Committee.
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 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.
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.
Section 13. 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 of the board 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 elected board. There are no term limits but a honorary board member may be removed for cause or for no cause
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. 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.
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
Section 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 Chairman of the Board, the Office of 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, such vacancy or vacancies shall be filled by the vote of the Board of Directors at a meeting at which a quorum is present.
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 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 contribution, 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:
- No employee shall be subjected to employment decisions based on sex, race, color, national origin, religion, age, or disability.
- 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.
- Unprofessional conduct will not be tolerated and is prohibited.
- Sexual harassment will not be tolerated and is prohibited.
- 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 Executive Committee and a report shall be prepared and submitted, by the Executive 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.
ARTICLE 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.
(b) 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 event 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 XXII.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
Section 1. In furtherance of a mutual desire to develop strong Chapter Associations in other states to best serve the interests of the Exotic Wildlife Associations, certain services will be provided 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 EWA board.
5. Upon establishment of a chapter, limited funds will be available to assist the organization of the chapter.
Section 2. Rights Retained by the Exotic Wildlife Association. Except for the agreements herein outlined, chapters are understood to be freestanding and independent associations responsible for their own governance, actions and legal status. Neither the chapter nor the Exotic Wildlife 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.
Section 3. Membership. Both EWA and the state affiliate will jointly and individually maintain and increase their memberships by active promotion among existing members and qualified prospects.
All members of the chapter will be members in good standing with the Exotic Wildlife Association.
Section 4. Organization and Responsibilities of the State Chapter. The state affiliate chapter shall operate in harmony with the bylaws and ethics of the Exotic Wildlife Association and shall adopt and implement bylaws acceptable to EWA.
The state affiliate chapter shall nominate and elect officers who shall serve until their successors have been duly selected through procedures established by the state chapter. State chapter elections shall be completed before the EWA annual meeting. No person will serve as an officer or board member of the state chapter without being a voting member in good standing with the Exotic Wildlife Association.
The responsibility to apply for Internal Revenue Service nonprofit exemption status as a 501 (c) (6) trade-association lies with the state chapter. The EWA 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.
The state chapter shall prepare and submit an annual report in writing to the EWA describing progress in membership, meeting activities, marketing and public relation efforts and in any other matters which should be reported to the EWA Board of Directors 30 days prior to the annual meeting of the EWA.
As a method of improved personal relationships among members, to enhance learning opportunities and to otherwise promote positive communications throughout the EWA, state chapters will encourage its members to attend the EWA Annual Meeting and educational seminars through its publications and at its meetings. EWA will reciprocate on statewide meeting publicity. The state chapter shall be represented at the EWA annual meeting.
The state chapter shall retain 30% of annual membership fees as determined by the EWA Board of Directors. This shall be done in one of two ways as determined by the Executive Director of EWA: 30% may be deducted by the treasurer of the state chapter with the balance of 70% forwarded to EWA or 70% will be deducted by EWA and 30% sent to the state chapter’s secretary.
Any additional fundraisers by the state chapter shall be divided as follows: 80% retained by the state chapter and 20% remitted to the EWA. The Board of Directors of the EWA by a 2/3 majority vote shall have the discretionary power to wave this policy and allow the state chapter to retain 100% of any funds raised. All funds retained by the state chapter are the sole property of the state chapter and shall be used only to conduct the business of the state chapter. In the event the state chapter is dissolved or cancels its affiliation with the EWA all funds become the property of EWA.
The state chapter shall be titled by each state name followed by the Exotic Wildlife Association (Ex. Louisiana Chapter of the Exotic Wildlife Association).
Section 5. Termination. The state chapter affiliation shall remain in full force and effect until cancelled or until the dissolution of either the state chapter or the EWA. A state chapter may withdraw its affiliation by filing a registered letter of intent signed by the president of the state chapter to withdraw to the Executive Director of the EWA. If at the dissolution of this agreement by the EWA, the state chapter may no longer use the initials E.W.A. or any reference to the name Exotic Wildlife Association. As a condition of continuing affiliation, the state chapter agrees to maintain all of their members as dues paying, voting members of the EWA, and a complete membership list.
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, be 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.
-
- 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. The term “Voting Member in Good Standing” as used in these Bylaws shall, until amended by the Board of Directors, be construed to mean an Active Member, Patron Member, Lifetime Member, or Active Corporate Member of the Association who has paid his or her annual does, is not delinquent for any prior year’s dues, is not delinquent for more than 90 days on any account receivable owed to the Association, has had no violation(s) of the Association’s Code of Ethics, and has no conflicts of interest with the Association.
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 shall be mother, father, sister, brother, grandfather, grandmother, or any siblings.
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
Section 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 Corporation.