The Texas Sheep Dog Association By Laws

UPDATED MAY 7, 1998

Article I

PURPOSES--POWER

1.1 Purpose: The Texas Sheep Dog Association, Incorporated, Crawford, Texas is hereby established to create interest in the breeding, working, and training of stock dogs; to further promote and conduct sheep dog trials on a uniform basis throughout the State of Texas; also to cement happy cordial relationships among its members and other dog associations, to protect animals, particularly sheep, cattle, and goats.

1.2 The corporation shall have the power to do all lawful acts necessary or desirable to carry out its purposes consistent with the provisions of the Texas Non-Profit Corporations Act, and the Corporation shall have all the rights conferred on the non-profit corporations under the laws of The State of Texas consistent with the provisions of Section 501 (c) of the Code.

1.3 Powers: The Corporation shall have the power to do all lawful acts necessary or desirable to carry out its purposes consistent with the provisions of the Texas Non-Profit Corporation Act, and the Corporation shall have all rights conferred on non-profit corporations under the laws of the State of Texas consistent with the provisions of Section 5O1(c) (3) of the Code.

1.4 Registered Office and Agent. The Corporation shall have and continuously maintain in the State of Texas:

(a) a registered office which may be, but need not be, the same as its principal office; and

(b) a registered agent who has a business office identical to such registered office and who is either an individual of the State of Texas of a Texas corporation (whether or not for profit), or a foreign corporation (whether or not for profit) authorized to transact business within the State of Texas.

Article II

OFFICES

2.1 Principal and Other Offices. The principal office of the Corporation shall be at such location, within or without the State of Texas, as the Board of Directors may from time to time designate. If no location is so designated, the Corporation’s principal office shall be the same as its registered 0ffice. The Corporation may have such as its registered office. The Corporation may have such other offices, within or without the State of Texas, as the Board of Directors may designate or as the activities of the Corporation may require from time to time.

2.2 Registered Office and Agent. The Corporation shall have and continuously maintain in the State of Texas:

(a) a registered office which may be, but need not be, as its principal office; and

(b) a registered agent who has a business office identical to such registered office and who is either an individual resident of the State of Texas or a Texas Corporation (whether for profit or not for profit), or a foreign corporation (whether for profit or not for profit) authorized to transact business in the State of Texas.

Article III

MEMBERS

3.1 The members shall have an annual meeting at the call of the board of directors, with notice of not less than ten (10) days nor more than 50 days. A quorum for any meeting of members shall be not less than 5% of the total membership. No members may vote by proxy, but shall vote in person. A majority vote of such quorum shall govern.

3.2 THE DIRECTORS HAVE CHANGED BY-LAW, ARTICLE 111, 3.1, TO REFLECT A CHANGE IN “QUORUM”. BY LAW WILL READ “A QUORUM FOR ANY MEETING OF MEMBERS SHALL NOT BE LESS THAN 15% OF THE TOTAL MEMBERSHIP. BYLAW CHANGE - MAY 1998

Article IV

BOARD OF DIRECTORS

4.1 General Powers. The affairs of the Corporation and all corporate powers including establishing dues shall be exercised by or under authority of the Board of Directors.

Number; Qualifications; Election; Term. The Board of Directors shall consist of 6 Directors until otherwise changed pursuant to these Bylaws. Directors shall be residents of Texas. At each annual meeting of members, the members will elect two directors who shall serve for a three year term. Any Director may vote for his own re-election to the Board of Directors. Directors may serve two successive terms in office, then can not serve for one year. After which may be elected for again. Nominations for Directors must be into the office 60 days prior to the annual meeting, voting ballots go to membership no less than 30 days prior to the annual meeting and return to secretary by day of annual meeting,

4.2 Each Director shall hold office until his successor shall be duly elected and shall qualify or until his death, resignation or removal from office in the manner hereinafter provided.

4.3 Mail in voting is in effect beginning with memberships in effect by Feb 1, 1998. Memberships must be in effect no less than 6 months prior to voting.

4.4 .3 Change in Number. The number of Directors shall be not less than six (6). Subject to the foregoing limitation, the number of Directors may be increased or decreased from time to time by an amendment to the Bylaws, but no decrease shall have the effect of shortening the term of any incumbent Director. Any directorship to be filled by reason of an increase in the number of Directors shall be filled at a meeting of the Board of Directors by the affirmative vote of the Board of Directors.

4.4 Removal. Any individual Director may be removed from office, with or without cause and without notice of hearing, by the affirmative vote of a majority of the Directors then in office. The Director or Directors being removed shall not be counted in calculating a majority of Directors necessary to carry such a vote in the event any one or more Directors are removed, new Directors may be elected at the same meeting of the Board of Directors for the unexpired term of the Director or Directors so removed.

4.5 Resignation: Any Director may resign at any time by giving written notice to the Board of Directors or to a Senior Officer or to the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof and acceptance of the resignation shall not be necessary to make it effective.

4.6 Vacancies. Any vacancy occurring in the Board of Directors may be filled at any subsequent meeting of the Board of Directors following the occurrence of the vacancy by the affirmative vote of a majority of the remaining Directors though less than a quorum. A Director appointed or elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

4.7 Annual Meetings: The annual meeting of the Board of Directors shall be held immediately following the annual membership meeting each year. At such meeting, the Board of Directors shall elect officers of the Corporation and may transact any other business as may lawfully come before the meeting.

4.8 Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the president or vice president. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meetings of the Board of Directors called by them.

4.9 Place of Meetings: Meetings of the Board of Directors, annual, regular or special, may be held within or without the State of Texas.

4.10 Notice of Meetings: Regular meetings of the Board of Directors may be held without notice as provided in these Bylaws. Notice of any annual or special meeting of the Board of Directors shall be given no less than three (3) days prior to the meeting by written notice delivered personally or mailed to each Director at his business or residence address, or by telephone. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

4.11 Quorum: A quorum shall consist of at least a majority of members in good standing at the general assemblies and two-thirds (2/3) of the Board of Directors at the Board meeting.

4.12 Manner of Acting: The act of the majority of the Directors at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law or by the Articles of Incorporation or by these Bylaws Any reference in these Bylaws to any action taken by the Board of Directors shall mean the act of the majority of the Directors present in person or by proxy at a meeting at which a quorum is present unless otherwise expressly provided.

4.13 Compensation: By resolution of the Board of Directors, the Corporation may pay compensation to the Directors (or pay or reimburse them for their expenses) for personal services rendered to the Corporation which are reasonable and necessary to carrying out the exempt purposes of the Corporation, provided that such compensation (or payment or reimbursement of expenses) is not excessive.

Article V

COMMITTEES

5.1 Committees: The President with consent of the Board of Directors, may designate one or more other committee not having and exercising the authority of the Board of Directors and the management and affairs of the Corporation. Members of such committees may, but need not be, Directors. Any non-Director who becomes a member of any such committee shell have the same responsibility with respect to such committee as a Director who is a member thereof.

5.2 Term of Office; Removal; Resignation: Each member of a committee shall serve at the pleasure of the Board of Directors and may be removed, with or without cause and without notice of hearing, by the Board of Directors whenever in its judgment the best interest of the Corporation will be served thereby. Any member of a committee may resign at any time by giving written notice to the Board of Directors and such resignation shall take effect upon receipt thereof, unless otherwise specified therein, and acceptance of such resignation shall not be necessary to make it effective. In the event a committee member ceases to be a Director for any reason whatsoever, his membership on the committee shall immediately terminate.

5.3 Change in Number: The number of committee members may be increased or decreased from time to time by resolution adopted by a majority of the full Board of Directors.

5.4 Vacancies: Vacancies in the membership of any committee may be filled by appointment in the manner provided for the original designation in Section 5.01.

5.5 Chairman: One member of each committee shall be appointed chairman of such committee.

5.6 Meetings: The time, place, and notice (if any) of committee meetings shall be determined by each committee.

5.7 Quorum: Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the full committee shall constitute a quorum, and the act of a majority of the members of the committee present in person at a meeting at which a quorum is present shall be the act of the committee. If a quorum is not present at a meeting of a committee, the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present.

5.8 Rules; Procedure: Each committee may adopt rules for its own government not inconsistent with the law, these Bylaws, or with rules adopted for such committee by the Board of Directors. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

5.9 Compensation: By resolution of the Board of Directors, the Corporation may pay compensation to the members of a committee (or pay or reimburse them for their expenses for personal services rendered to the Corporation which are reasonable and necessary to carrying out the exempt purposes of the Corporation, provided that such compensation (or payment or reimbursement of expenses) is not excessive.

ARTICLE VI

OFFICERS

6.1 Number: The officers of the Corporation shall be a president, who shall be member of the Board of Directors, one vice president, a secretary, and a treasurer, who may but need not be a member of the Board of Directors. All officers each of whom shall be elected by the Board of Directors for 3 year terms. Nothing shall prevent one parson from being both secretary and treasurer.

6.2 Authority: All officers and agents of the Corporation shall have full authority to perform such duties in the management of the Corporation as may be provided in these Bylaws, or as may be determined by resolution of the Board of Directors not inconsistent with these Bylaws.

6.3 Election of term of Office: The officers shall be elected by the Board of Directors at the annual meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until his resignation or his removal from office in the manner hereinafter provided.

6.4 Removal: Any officer or agent elected or appointed by the Board of Directors may be removed, with or without cause and without notice or hearing, by the vote of the Board of Directors whenever in its judgment the best interest of the Corporation will be served thereby. Such removal shall be without prejudice to the contract rights, if any of the person so removed. Election or appointment of an officer shall not of itself create any contractual rights. Written notice of the removal of an officer or agent shall be delivered personally or by certified mail directly to such officer's or agent's last known address.

6.5 Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

6.6 President: Subject to such supervisory powers, if any, as may be given by the Board of Directors, the President shall have general and active management and control of the activities and affairs of the Corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws. The President shall be the chief executive officer. Within this authority and in the course of his duties, the President shall:

(a) when authorized by the Board of Directors or required by law, execute, in the name of the Corporation, deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notes, bonds, debentures, contracts, and other papers and instruments in writing and, unless the Board of Directors, shall order otherwise by resolution make such contracts as the ordinary conduct of the Corporation's business may require;

(b) appoint and remove, employ and discharge and prescribe the duties and fix the compensation of all agents, employees, and clerks of the Corporation other than the duly appointed officers, subject to the approval of the Board of Directors, and supervise, subject to the direction of the Board of Directors, all of the officers, agents, end employees of the Corporation;

(c) The president will preside at all meetings of member's and the Board of Directors, and call any special meetings of members, directors and committees.

6.7 Vice-President: In the absence of the President or in the event of his death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by a Senior Officer or by the Board of Directors.

6.5 Secretary: The Secretary shall;

(a) keep at the principal office of the Corporation, or such other place as the Board of Directors may order, the minutes of the meetings of the Board of Directors and the committees of the Corporation in one or more books provided for that purpose;

(b) attest and keep at the principal office of the Corporation the original or a copy of these Bylaws as amended or otherwise altered to date;

(c) keep the original or a copy of the Articles of Incorporation certified by the Secretary of State of Texas, with all amendments thereof to date in the minutes book of the Corporation;

(d) assure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;

(e) be custodian of the corporate records and of the seal of the Corporation and assure that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized;

(f) perform any and all other duties described in these Bylaws;

(g) assure that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and

(h) in general perform all duties as from time to time may be assigned to him by the president or by the Board of Directors.

6.9 Treasurer: The Treasurer shall:

(a) have charge and custody of and be responsible for all funds and securities of the Corporation;

(b) keep full and accurate accounts of receipts and disbursements in the corporate books;

(c) deposit all money and other valuables in the name and to the credit of the Corporation as may be ordered or authorized by the Board of Directors and preserve proper vouchers for such disbursements;

(d) render to the Officers and the Board of Directors at the regular meetings of the Board of Directors, or whenever any one or more of the Senior Officers or the Board of Directors requires it, an account of all his transactions as Treasurer and of the financial condition of the Corporation

(e) be furnished by all officers and agents, at his request, such reports and statements as he may require as to all financial transactions of the Corporation; and

(f) in general, perform: all of the duties as from time to time may be assigned to him by officers or the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for this faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

(g) Compensation: By resolution of the Board of Directors, the Corporation may pay compensation to its officers (or pay or reimburse them for their expenses for personal services rendered to the Corporation which are reasonable and necessary to carrying out the exempt purposes of the Corporation, provided that such compensation (or payment or reimbursement of expenses) is not excessive.

ARTICLE VII

INDEMNIFICATION

THE CORPORATION SHALL INDEMNIFY ANY PERSON WHO 1S OR WAS A DIRECTOR, OFFICER, EMPLOYEE, OR AGENT OF THE CORPORATION AND ANY PERSON WHO SERVES OR SERVED AT THE CORPORATION'S REQUEST AS A DIRECTOR, OFFICER, EMPLOYEE, AGENT, PARTNER, OR TRUSTEE OF ANOTHER CORPORATION OR OF A PARTNERSHIP, JOINT VENTURE, TRUST, OR OTHER ENTERPRISE TO THE FULLEST EXTENT PERMITTED BY THE TEXAS NON-PROFIT CORPORATION ACT, AS PRESENTLY CONSTITUTED AND HEREAFTER AMENDED, BUT ONLY TO THE EXTENT SUCH INDEMNIFICATION DOES NOT CONSTITUTE AN ACT OF SELF-DEALING UNDER SECTION 4941 OF THE CODE. SUCH INDEMNIFICATION SHALL NOT BE DEEMED EXCLUSIVE OF ANY OTHER RIGHTS TO WHICH A DIRECTOR, OFFICER, EMPLOYEE OR AGENT MAY BE ENTITLED.

ARTICLE VIII

TELEPHONE PARTICIPATION IN MEETINGS;

ACTIONS WITHOUT A MEETING

8.1 Telephone Participation in Meetings: The Directors or the members of any committee designated by the Board of Directors may participate in and hold a meeting of the Board of Directors or such committee by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak with each other, and participation in a meeting pursuant to this Section 9.01 shall constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. A meeting held under this Section 8.1 is subject to the same notice and other requirements to which any other meeting of the Board of Directors, or a committee, as the case may be is subject.

8.2 Actions Without a Meeting: Any action required by law or these Bylaws to be taken at a meeting of the Board of Directors or any committee, or any action which may be taken at a meeting of the Board of Directors or a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors, or the members of the committee, as the case may be. Any such consent shall have the same force and effect as a unanimous vote at a meeting. The consent may be in more than one counterpart so long as each Director, or member of the committee, as the case may be, signs a counterpart of the consent.

ARTICLE IX

CORPORATE RECORDS

9.1 Minute Book: The Corporation shall keep at the principal office, or such other place as the Board of Directors may order, a minute book containing:

(a) the Articles of Incorporation;

(b) the Bylaws;

(c) any statements of change of registered office or registered agent;

(d) all of the minutes of all meetings of Board of Directors and the committees of the Corporation; and

(e) all of the signed consents of the Board of Directors and the committees of the Corporation. All minutes and consents shall be placed in such minute book, or, if a number of counterparts of any such consents are signed by the Directors, or the members of the committee, as the case may be, one full copy of the consents and the signature pages for the other counterparts shall be placed in the minute book. All references in these Bylaws to meetings of the Board of Directors or the committees of the Corporation shall also refer to actions taken by consent, and all references in these Bylaws to minutes of meetings shall also refer to signed, written consents.

9.2 Books of Account: The Corporation shall keep correct and complete books and records of account of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus, and shares.

ARTICLE X

GENERAL PROVISIONS

10.1 Fiscal Year: The Fiscal year of the Corporation stall be the calendar year.

10.2 Checks, Drafts, etc.: All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolutions adopted on forms prescribed and/or provided by depositories.

10.3 No Dividends: No dividends shall be paid and no part of the income of the Corporation shall be distributed to its Directors or officers or any other persons.

10.4 Amendment of Bylaws: (11-01)Two-thirds (2/3) of the members present and those voting by mail in ballot shall be required for adoption of any amendment - These Bylaws may be altered, amended or repealed and new bylaws adopted at any meeting of the Board of Directors at which a quorum is present, by the affirmative vote of the Board of Directors.

10.5 Seal: The Board of Directors shall, by appropriate resolution, designate a Corporate seal which stall be circular in form and have inscribed thereon the name of the Corporation and either the state of incorporation or the city of its principal office.

10.6 Notices; Waiver of Notices: Notices delivered personally shall be deemed to be delivered upon actual receipt. Mailed notices shall be deemed to be delivered when deposited in the United States mail, with postage thereon prepaid. Notices given by telegram shall be deemed to be delivered when the telegram is delivered to the telegraph company. Published notices shall be deemed given when published. Whenever any notice is required to be given to any Director, a waiver thereof in writing signed by the Director entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice to such Director.

10.7 Construction: Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall include the plural, and conversely. If any portion of these Bylaws shall be invalid or inoperative, then, so far as reasonable end possible (a) the remainder if these bylaws shall be considered valid and operative, and (b) effect shall be given to the intent manifested by the portion held invalid or inoperative.

10.8 Table of Contents; Headings. The table of contents and headings are for organization, convenience and clarity. In interpreting these Bylaws, they shall be subordinated in importance to the other written material.

The foregoing Bylaws were adopted by the members as of the _____day of___________1989.

_______________________________________________, President

ATTEST:

________________________________________________, Secretary