Certificate of Formation
Restated Certificate of Formation
For
U.S. Boer Goat Association
a.k.a USBGA and United States Boer Goat Association
The Restated Certificate of Formation for the U. S. Boer Goat Association a.k.a USBGA and United States Boer Goat Association as duly adopted by the Board of Directors under “Texas Nonprofit Corporation Law” is as follows:
Article 1 – Name: The Articles of Incorporation and amendments thereto provided that the name of the filing entity was INTERNATIONAL BOER GOAT ASSOCIATION. That name was changed to IBGA on March 17, 1999 and again changed to U.S. Boer Goat Association (USBGA) on March 19, 2003. Hereafter the name will be U. S. Boer Goat Association a.k.a. USBGA or United States Boer Goat Association.
Article 2 – Non-profit Corporation: The Articles of Incorporation and amendments thereto provided that:
“The Corporation is a non-profit corporation. Upon Dissolution, all of the Corporation’s assets should be distributed to the State of Texas or an organization exempt from taxes under the Internal Revenue Code Section 501©, for one or more purposes that are exempt under the Texas Franchise Tax.”
This provision is being carried forward as is without change.
Article 3 – Duration: The Articles of Incorporation and amendments thereto provided that:
“The Corporation shall continue in perpetuity.”
This provision is being carried forward as is without change.
Article 4 – Purposes: The Articles of Incorporation and amendments thereto provided that:
“The purposes for which the Corporation is organized are to promote and improve the Boer goat breed in Texas and elsewhere in all appropriate ways, including through pedigree tracking and maintenance by registration, and to advance the Boer goat industry in Texas and elsewhere in all appropriate ways, including through education, promotion and marketing.”
This provision is being carried forward as is without change.
Article 5 – Powers: The Articles of Incorporation and amendments thereto provided that:
“Except as otherwise provided in these Articles, the Corporation shall have all the powers provided in the Act. Moreover, the Corporation shall have all implied powers necessary and proper to carry out its express powers. The Corporation may pay reasonable compensation to members, directors, or officers for services rendered to or for the Corporation in furtherance of one or more of its purposes set forth above.”
Article 5 – Powers is hereby amended to read as follows:
The Corporation shall have all the powers provide by the “Texas Nonprofit Corporation Law” save and except to the extent as other wise provide by this Restated Certificate of Formation or modified by the Bylaws of the Corporation. Moreover, the Corporation shall have all implied powers necessary and proper to carry out its express powers and purposes. The Corporation may pay reasonable compensation to members, directors, or officers for services rendered to or for the Corporation in furtherance of one or more of its purposes.
Article 6 – Restrictions and requirements: The Articles of Incorporation and amendments thereto provided that:
“The Corporation shall not pay dividends or other corporate income to its members, directors or officers or otherwise accrue distributable profits or permit the realization of private gain. The corporation shall have no power to take any action prohibited by the Act. The Corporation shall not have the power to engage in any activities, except to an insubstantial degree, that are not in furtherance of the purposes set forth above. “
Article 6 – Restrictions and requirements is hereby amended to read as follows:
“The Corporation shall not pay dividends or other corporate income to its members, directors or officers or otherwise accrue distributable profits or permit the realization of private gain. The corporation shall have no power to take any action prohibited by the “Texas Nonprofit Corporation Law”. The Corporation shall not have the power to engage in any activities, except to an insubstantial degree, that are not in furtherance of the purposes set forth above. “
Article 7 – Membership: The Articles of Incorporation and amendments thereto provided that:
“The Corporation shall have one class of members as provide in the bylaws of the Corporation. Members shall not have voting rights except as otherwise noted in Article 9 of this Articles of Incorporation.”
Article 7 – Membership is amended to read Article 7 - Membership and Voting Rights to read as follows:
“Membership in the Corporation shall be at the pleasure of the Board of Directors as provided by the by laws of the Corporation. Membership may be acquired as provide by the Board of Directors by the by laws. Membership may be terminated as provide by the Board of Directors by the by laws. Each adult member(those 18 years of age and over) shall be entitled to vote for directors of the Corporation; this is the only voting right that members have, provided, however the Board of Directors may provide for voting to take places on other matters from time to time by provisions in the by laws of the Corporation. There shall be only one vote per member and there shall be no cumulative voting.
Article 8 – Initial Registered Office and Agent: The Articles of Incorporation’s amendments provided that:
“The street address of the registered office of the corporation is #4 Greg Lane , County Road 413, Spicewood , Texas 78669 . The name of the registered agent at this office is Annette Maze.”
This provision is being carried forward as is without change.
Article 9 – Board of Directors: The Articles of Incorporation and amendments thereto provided that:
“The management of the corporation is solely vested in its Board of Directors and such committees of the board that the board may, from time-to-time establish. The qualifications of the members of the Board of Directors shall be provide in the by laws. The initial Board of Directors shall consist of four (4) persons. The Board of Directors is self-perpetuating, and its members shall elect their successors. Increase or decrease in the number of directors shall be determined by the board of Directors as provide in the bylaws. Should the number of directors decrease to less than three (3), an election as provided in the by laws, shall be held in which all the members of the corporation shall elect on member to serve in the Board of Directors.
The initial Board of Directors shall consist of the following person at the following addresses:
Name of Director Address
Casey Hasten Grayson County, Texas
Becky Hasten Grayson County, Texas
Annette Maze Burnet County, Texas
Buck Pruitt Edwards County, Texas
Article 9 – Board of Directors is hereby amended to read as follows:
“The management and direction of the business and affairs of the corporation is solely vested in its Board of Directors. The Board of Directors may from time to time create committees of the board for managing the Corporation. The Directors of the Corporation shall be elected by the adult members of the Corporation at times and in the manner prescribed by the Board of Directors in the by laws. Term of office for the directors and the qualifications of the members of the Board of Directors shall be determined by the Board of Directors and set forth in the by laws. The number of directors shall be determined by the board of Directors and set forth in the bylaws, provided, however the number shall not be less than three (3). When a vacancy on the Board of Directors occurs for any reason, the vacancy may be filled by appointment by the remaining directors, provide the appointment shall only be for the remainder of the term of the Director whose cessation to act as a director created the vacancy. Term of office for the directors shall be set and determined by the Board of Directors.
The present Board of Directors consists of the following:
Annette Maze Burnet County Texas
DiAnne Schuessler Burnet County Texas
Katie Barnard Burnet County Texas
Article 10 – Limitation on Liability of Directors: The Articles of Incorporation and amendments thereto provided that:
A director is not liable to the Corporation or members for monetary damages for an act or omission in the director’s capacity as director except to the extent otherwise provide by a statue of the State of Texas .
Article 10 – Limitation on Liability of Directors is amended to read:
“A director is not liable to the Corporation or members for damages for an act or omission in the director’s capacity as director when in discharging his duty or exercising a power acted in good faith with ordinary care, relying on information, opinions, reports, or statements, including financial statements and other financial data, concerning the corporation or another person and prepared or presented by (1) an officer or employee of the corporation; (2) legal counsel; (3) a certified public accountant; (4) an investment banker: ( 5) a person who the director reasonably believed possessed professional expertise in the matter; or (6) a committee of the corporation of which the director was not a party; and the director had no knowledge of a matter that made the reliance unwarranted.”
Article 11 – Indemnification: The Articles of Incorporation and amendments thereto provided that:
“The Corporation may indemnify a person who was, is, or is threatened to be made a named defendant or respondent in litigation or other proceedings because the person is or was a director or other person related to the corporation, as provided by the provisions in the Act governing indemnification. As provide in the bylaws, the Board of Directors shall have the power to define the requirements and limitations for the Corporation to indemnify directors, officers, members or other related to the Corporation.”
This provision is being carried forward as is without change.
Article 12 – Construction: The Articles of Incorporation and amendments thereto provided that:
“All references in these Articles of Incorporation to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time.”
Article 12 – Construction is amended to read:
“All references in the Restated Certificate of Formation to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time.”
I, Annette Maze, Chairman of the Board of Directors of USBGA hereby state that each new amendment hereinabove set forth has been made in accordance with the “Texas Nonprofit Corporation Law”; each amendment has been approved in the manner required by “Texas Nonprofit Corporation Law” and the governing documents of USBGA; the text of the Restated Certificate of Formation and each amendment thereto is in effect and does not contain any other change except the omission of the name and address of the initial organizer.