285 10th Street
P.O. Box 310
Elko, NV 89803

775-738-9214
775-738-5208 Fax

Executive Director
Cell 775-340-4486
Email: nca@nevadabeef.org

Visit the National Cattlemen's Beef Association Site

BY-LAWS OF THE

NEVADA CATTLEMEN’S ASSOCIATION
Revised 15 November 2009

ARTICLE I.

OFFICE

The principal office of the corporation shall be located at 285 10th Street, Elko, Nevada. The Corporation’s mailing address shall be PO Box: 310, Elko, Nevada 89803-0310. The corporation may have such other offices, either within or without the State of Nevada, as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

ARTICLE II.

MEMBERS

Section l. Classes: The corporation shall have: (1) general (voting); ‘and (2) associate (non-voting) memberships, and may have special geographical unit memberships as provided in these By-Laws.

Section 2. Qualifications: All general and associate members shall be ratified periodically by the Board of Directors. To be eligible for general voting membership; a person must: own cattle; or be actively engaged in the raising, feeding or marketing of cattle; or, in the opinion of the Board of Directors, have sufficient interest and activities in ·the cattle industry and the purposes of this corporation to warrant a regular voting membership. Other interested persons not meeting the qualifications for voting membership may be granted an associate membership.

Section 3. Dues:

A. Annual Dues: the Board of Directors shall determine from time to time, the amount of annual dues payable to the corporation by general and associate members. Should any general or associate member be unwilling to pay any increase in annual dues, he may resign as such member and thereby be discharged of paying such increased dues.

B. Payment: Annual dues shall be payable in advance on the 1st day of November, of each fiscal year.

C. Calf Donations: Calves may be donated in lieu of dues to the Fallon Bull Sale. The revenues from these calves will pay for Nevada Cattlemen’s Association, National Cattlemen’s Beef Association, and Nevada Land Action Association dues as specified by the consignor, up to the sale price of the calf.

Section 4. Voting rights: Each general member shall be entitled to one vote on each matter and election submitted to a vote of the members. Associate members shall not have a vote or voting rights.

Section 5. Termination of Membership: The Board of Directors may suspend or terminate a general or associate membership at any time with or without cause or hearing, and, may terminate the membership of any member who shall be in arrears for a period of three months on the payment of any of his dues or other charges.

Section 6. Resignation: Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the resigning member of the obligation to pay any dues, or other charges accrued against such member to date of resignation and unpaid.

Section 7. Transfer of Membership: Neither membership in the corporation nor membership certificates is transferable or assignable.

Section 8. Property Interests: Associate members shall have no right, title, interest or estate in, or to, the property or other rights to the corporation. The property rights and interests of general members shall be equal, PROVIDED, all such property rights and interests not represented by a debenture, bond, promissory note, or another written debt or obligation, hereafter issued by the corporation, shall revert to the corporation upon any cessation, Suspension or termination of the membership of any member.

ARTICLE III

MEETING OF MEMBERS

Section 1. Annual Meeting: An annual meeting of the members shall be held to commence on a date to be set by the Executive Committee, which falls on or between October 15 and November 30 of each year, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the election of Directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as reasonably soon thereafter as may be arranged.

Section 2. Special Meetings: Special meetings of the members may be called by, or at the request of, the President, or in his absence or inability, by the President-Elect, or by a majority of the Board of Directors.

Section 3. Place of Meeting: The Executive Committee shall designate the time and place within the State of Nevada, as the place of meeting for the annual meeting. If a special meeting is called, the person or persons authorized to call such meeting shall fix the time and place within the State of Nevada for holding such special meeting called by them.

Section 4. Notice of Meetings: Notice of the time and place of any meeting of members shall be given:

A. By publication thereof in the newspaper, newsletter, bulletin or other publication printed or prepared and distributed as the official publication of the corporation at least 30 days prior to the date such meeting commences; or

B. By a mailing to each member entitled to vote at such meeting, not less than thirty days before the date of such meeting.

In case of a special meeting or when required by statute or by these By-Laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.

Section 5. Quorum: Except as otherwise provided in these By-Laws, presence of at least 10% of general voting members of the corporation in person or by proxy at a meeting duly assembled, shall be necessary to constitute a quorum for the transaction of business and the act of a majority of general voting members present in person or by proxy at a membership meeting at which a quorum is present shall be the act of the membership. PROVIDED, that in the event there should not be a quorum of members, then a quorum of the Board of Directors is empowered to act for the corporation and membership for the call of that particular meeting.

Section 6. Proxies: At the meeting of members, a general member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after two months from the date of its execution, unless otherwise provided in the proxy.

Section 7. Voting by Mail: Where Directors or officers are to be elected by members, such election may be conducted by mail in such manner as the Board of Directors shall determine.

ARTICLE IV.

BOARD OF DIRECTORS

Section 1. General Powers: The affairs of the corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications: The Board of Directors shall consist of 30 elected Directors, and the ex-officio board members specified herein. Directors must be general voting members of the corporation in good standing, and current in the payment of corporate dues. Each elected Director shall hold office until the next annual meeting of members and until his successor shall have been elected, qualified, and shall have accepted office. The President, the President-Elect, the first Vice President and the second Vice President, and the chairman and co-or vice chairman of each committee of this corporation shall all be ex -officio voting members of the Board of Directors. In the absence of the President or in the event of his inability or refusal to act, the President-Elect of this corporation shall act as chairman of the Board of Directors. “Honorary Life Directors” may be elected to the Board of Directors by the unanimous vote of the Board of Directors at any time, to serve for life as a voting advisory member in recognition of outstanding and devoted contributions and service of long duration to the corporation and the cattle industry.

Section 3. Nomination: A nominating committee shall be appointed by the Board of Directors from among the members of the Board of Directors and from the Past Presidents of this corporation. At least one-half (1/2) of the nominating committee shall be composed of Past Presidents. The nominating committee shall nominate candidates for the Board of Directors for election by the regular voting members. Candidates for the Board of Directors may also be nominated by any general member in good standing from the floor of the meeting of members at which the election is to be held.

Section 4. Election: The Directors shall be elected at the annual meeting by a plurality of the votes cast in person or by proxy by the general voting members at such election. If for any reason such Directors shall not be elected at the annual meeting of the members, they may be elected at any special meeting of the regular voting members which is called and held for that purpose.

Section 5. Regular Meetings: A regular annual meeting of the Board of Directors shall be held without other notice than these By-Laws, immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings of the Board without other notice than such resolution.

Section 6. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President, or in his absence or inability, the President-Elect, the Executive Committee, or by 20% or not less than two of the directors, whichever is greater. The person or persons authorized to call special meetings of the Board may fix any time and place within the State of Nevada for holding any special meeting of the Board called by them.

Section 7. Notice of Special Meetings: Unless waived, or consented to, notice of any special meeting of the Board of Directors shall be given at least seven days previously thereto, by written notice delivered personally, or sent by mail or telegram to each Director at his address as shown on the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company for dispatch. The attendance of a Director at any meeting shall constitute waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-Laws.

Section 8. Waiver: Any Director may waive notice of any meeting.

Section 9. Consent of Directors: Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if a written consent thereto is signed by all the members of the Board or of such committee. Such written consent may be signed in counterparts as effectively as if signed as one document.

Section 10. Quorum: Forty (40%) percent of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. The act of a majority of the Directors present at a meeting at which a quorum is present, shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Articles or By-Laws of this Association.

Section 11. Vacancies: Any vacancy occurring in the Board of Directors, and any directorship to be filled by reason of an increase in the number of Directors, shall be filled by appointment by the Board of Directors. A Director elected or appointed to fill a vacancy shall serve for the unexpired term of his predecessor in office and until his successor is elected, appointed and qualified. Pending a meeting of the Board, such vacancy shall be filled on a temporary basis by the President, or during his absence, inability, or refusal to act, by the President-Elect.

. Section 12. Compensation: Directors as such’ shall not receive any salaries for their services or expenses of attending any meeting but nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefore.

Section 13. Past Presidents: The immediate Past President shall be a member of the Board of Directors. Other past presidents who are general members in good standing, and not elected members of the Board of Directors, shall be honorary Vice Presidents and may attend and take part in all meetings of the Directors, and shall be entitled to vote at such meetings.

Section 14. Actions at Meetings not Regularly Called: Ratification and Approval: Whenever all Directors entitled to vote at any meeting consent either by:

A. A writing on the records of the meeting or filed with the Secretary (which may be in separate counter parts); or

B. Presence at such meeting and oral consent entered on the minutes; or,

C. Taking part in the deliberations at such meeting without objections;

The actions at such meetings shall be as valid as if taken at a meeting regularly called and noticed.

At such meeting any business may be transacted which is not excepted from the written consent or the consideration of which no objection for want of notice is made at the time.

If any meeting be irregular for want of notice or of such consent (provided a quorum was present at such meeting), the proceedings at the meeting may be ratified and approved and rendered valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting (which may be in separate counterparts).

Such consent or approval of directors may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.

Section 15. Telephone Conferences: Unless otherwise restricted by the Articles or By-Laws of this Association, members of the Board of Directors, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of a conference telephone network or a similar communications method, by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section constitutes presence in person at such meeting. Each person participating in the meeting shall sign the minutes thereof The minutes may be signed in counterparts.

ARTICLE V.

OFFICERS

Section 1. Officers: The officers of the corporation shall be a President, a President-Elect, a First Vice President, a Second Vice President, and a Secretary/Treasurer.

. Any person may hold two or more offices.

Section 2. Election and Term of Office: Except for the Secretary/Treasurer, the officers of the corporation shall be elected biannually by the general members at the regular meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have accepted office. If the corporation has a paid Executive Director as provided in these By--Laws, he/she shall be the Secretary/Treasurer of the corporation, without further action, to serve concurrently with his/her tenure as Executive Director. During any period the corporation does not have an Executive Director, the Board of Directors shall appoint a Secretary/Treasurer to serve until replaced by an Executive Director or by a Secretary/Treasurer subsequently appointed by the Board of Directors. The term of any appointed Secretary/Treasurer shall expire annually at the time of the annual meeting of the Directors.

Candidates for officers, (other than for Secretary/Treasurer) may be nominated from the floor at the annual membership meeting, and by the nominating committee which nominates directors, and shall be elected by the general voting members.

Terms of corporate officers (except the Secretary/Treasurer and a Unit Chairman elected as second Vice President) shall be limited to two consecutive years.

Election to an officer position does not guarantee eventual nomination as President.

Section 3. Removal: Any officer, whether elected, or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgement the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Section 4. 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. Pending a meeting of the Board, such vacancy shall be filled on a temporary basis by the President, or during his absence, refusal or inability to act, by the President-Elect.

Section 5. Qualifications: No person shall be eligible to serve as an officer unless he is a general voting member of the corporation in good standing, current in the payment of corporate dues, and a resident of the State of Nevada. An individual cannot be elected to an officer position until he/she has actively served on the Board of Directors for at least two (2) years.

Section 6. President: The President shall be the principal executive officer of the corporation and shall in general, supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the members and of the Board of Directors. He may sign with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof has been delegated by the Board of Directors, or by these By-Laws, or by law to some other officer or agent of the corporation; and in general, he shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 7. President-Elect: In the absence of the President or in event of his inability or refusal to act, the President-Elect, or in the event or the absence, inability or refusal of the President--Elect, or in the event or the absence, inability or refusal of the First Vice President, the Second Vice President will be shall perform the duties of the President, and when so acting, shall have all the powers and be subject to all the restrictions upon the President. The President-Elect or any Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors or by the Executive Committee.

Section 8. Treasurer: If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article VI of these By-Laws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 9. Secretary: The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

Section 10. Assistant Treasurer and Assistant Secretaries: If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and the Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer, or the Secretary, or by the President, or the Board of Directors, or in the case of geographical units, by the unit chairman or vice chairman.

ARTICLE VI.
EXECUTIVE COMMITTEE

The President shall annually appoint an Executive Committee composed of not less than three nor more than nine members, two of whom shall be the President-Elect and Immediate Past President of the Corporation; and the remainder shall be voting members of the Board of Directors. Members of the Executive Committee shall serve until their successors are appointed,

or at the pleasure of the President. Any vacancy in the Executive Committee shall be filled by the President, or during his absence, inability or refusal to act, by the President-Elect.

The Executive Committee shall have the power to hire an Executive Director for the corporation and to set his/her salary, compensation, duties, powers and tenure. In addition, the Executive Committee shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the corporation, and have power to authorize the seal of the corporation to be affixed on all papers on which the corporation desires to place the seal, between board meetings and while the Board is not in session. The Executive Committee shall determine its own rules for time and place of meeting and the manner or giving or waiving reasonable notice thereof. A majority of the members of the Committee shall constitute a quorum.

ARTICLE VII
COMMITTEES

Section 1. Establishment of Committees: Committees will be initiated at the president’s discretion or by majority vote of the executive committee, board members or membership present. Each committee will be established for one calendar year from the date it is initiated, unless a different period is provided in the establishment of the committee, with a maximum period of three years, after which time the committee may be renewed in accordance with this section.

Section 2. Standing Committees: There will be a standing committee for each core program as defined by the membership at the annual meeting each year. The purpose of the standing committee is to provide operational direction and control of the core program. The President or executive committee shall appoint committee chairmen and co-chairmen that shall serve two years at which time they may be re-appointed or replaced.

Section 3. Eligibility for Committee Membership: Members in good standing of the ASSOCIATION may be appointed by the ASSOCIATION President to serve on any of the committees established by the ASSOCIATION.

 

ARTICLE VIII.
CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1. Contracts: The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by the By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Checks, drafts, etc.: All checks, drafts, or order 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 resolution of the Board of Directors.

Section 3. Deposits: All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the Board of Directors may select.

Section 4. Gifts: The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the corporation.

ARTICLE IX.
CERTIFICATE OF MEMBERSHIP

Section 1. Certificates of Membership: The Board of Directors shall provide for the issuance of certificates evidencing membership in the corporation, which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President, President-Elect or a Vice President and by the Secretary or an Assistant Secretary. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the corporation. If any certificate shall become lost, mutilated, or destroyed, a new certificate may be issued therefor upon such terms and conditions as the Board of Directors may determine.

Section 2. Issuance of Certificates: When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued in his name and delivered to him by the Secretary.

ARTICLE X.
BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.

ARTICLE XI.
FISCAL YEAR

The fiscal year of the corporation shall begin on the 1st day of November, and end on the 31st day of October of the following year.

ARTICLE XII
SEAL

The corporation need not use a seal or stamp. The corporation may use a seal or stamp, if it desires, but such use or nonuse shall not in any way affect the legality of any action or document.

ARTICLE XIII
CORPORATE DEBTS AND ASSESSMENTS

The members of this corporation shall not be held individually liable for any debts, contracts or liabilities of the corporation, and shall not be liable for assessment or be assessed for any purpose.

ARTICLE XIV.
WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the laws of the State of Nevada or the Articles of Incorporation or the By-Laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice’ whether before or after the time stated therein, shall be deemed equivalent to the giving of such notices. Waivers may be given jointly or in separate counterparts.

ARTICLE XV.
GEOGRAPHICAL UNITS
(HEREINAFTER “UNIT”)

Section 1. Geographical Units: Each Bureau of Land Management Grazing District now existing or hereafter established in the State of Nevada is hereby designated a geographical unit of this corporation. The Board of Directors of this corporation may change the number and boundaries of these units by resolution as future needs dictate.

Section 2. Organization: The general members of this corporation within a unit, may, by a majority vote or consent, organize that unit by electing or appointing a unit chairman and such other unit officers as they deem advisable. Commencing with the annual meeting of members of this corporation following the election of a unit chairman by the unit members, such unit chairman by such office will become an ex-officio member of the NvCA Board of Directors.

Section 3. Rules: Each unit may adopt rules and regulations to govern its meetings, elections, procedures and activities. A current copy of all such rules and regulations and all amendments thereto, shall be filed as adopted with the Secretary of this corporation.

Section 4. Unit Committees: Acting committees may be appointed by the unit chairman of each unit as needed. The chairman of unit committees shall serve on corresponding State committees where appropriate upon request by the unit chairman.

Section 5. Unit Funds:

A. The funds of each unit shall consist of the following:

1. Those funds of this corporation which the Executive Committee authorizes to be paid to the unit;

2. Unit general membership dues and unit associate membership dues paid to the unit; and

3. Any gifts or contributions that are made directly to or for the unit on condition that they be used by or for such unit, expressly.

B. Unit funds as herein defined shall be controlled, banked, invested and disbursed by the unit organization in such manner and for such purposes and projects as the unit organization may determine, expressly subject however to the following:

1. Unit funds as herein defined shall be expended only in a manner which is authorized by and consistent with the powers and purposes of this corporation and in a manner which does not in any way, jeopardize the tax exempt status of this corporation or result in any funds being taxable or non-deductible.

2. No unit organization shall at any time, spend or contract or agree to spend, any funds in excess of the actual uncommitted funds it has on hand, or deposit or invested at the time of any such expenditure or incurring of liability, without the prior approval of the Executive Committee.

3. No unit shall contract or incur any debt or liability which depends upon future receipt of funds for payment or funding, without the prior approval of the Executive Committee.

4. No unit shall enter into, file, join or contract for any administrative proceeding, litigation or other judicial proceeding in the name of or on behalf of this corporation without the prior authorization and approval of the Executive Committee of this corporation. Should this corporation enter into any administrative or judicial proceedings at the request of a unit, it shall be upon condition that the unit shall pay all costs, expenses, fees, judgements and other liabilities of such litigation or proceeding and indemnify and hold harmless this corporation, its officers, directors and members from all such expense, fees, costs, judgements and liability of such administrative procedure or litigation, unless specifically agreed to otherwise by the Board of Directors of this corporation.

5. Each unit shall adopt, comply with and adhere to such accounting, banking, receipt and expenditure practices, procedures, systems, bookkeeping and policies as may be specified from time to time by the President and Treasurer of the corporation and approved by the accountant/tax advisor of this corporation.

6. Should any unit dissolve, become inactive or fail to elect a chairman for three (3) consecutive calendar years all remaining unit funds, assets and property shall be paid and delivered to this corporation.

Section 6. Unit Meetings: Each unit shall have at least one annual general meeting prior to the Annual meeting of this corporation to: Elect a unit chairman and conduct such other business as may come before the meeting. The Nevada Cattlemen’s office shall be timely notified of all meetings to be held by a unit so that this corporation can be represented.

Section 7. Unit Membership: Each unit shall have two classes of members:

A. Unit general (voting); and

B. Unit associate (non-voting)

Each unit member must also be a general or associate member of this corporation. Each membership is subject to the approval of the unit chairman. Each unit may set such other membership criteria as it deems appropriate.

Section 8. Dues: Each unit may set and collect dues for a unit general membership and for a unit associate membership. Unit dues shall be retained and expended by the unit, subject to these By-Laws. Dues for general and associate membership in the corporation shall be paid directly to this corporation.

Section 9. Name: Each unit shall select its own name preceded by “Nevada Cattlemen’s Association.” For instance: “Nevada Cattlemen’s Association-Winnemucca Unit;” “Nevada Cattlemen’s Association-Unit District 2,” etc...

Section 10. Minutes: Each unit shall keep minutes of all meetings of its members, boards and committees and as prepared, submit a copy to the Secretary of this corporation.

Section 11. Boundaries: Until further resolution of the Board of Directors of this corporation, the boundaries of each unit shall be the same as the boundaries of the Bureau of Land Management Grazing District within which the unit is located.

Section 12. Dissolution: Each unit may dissolve or terminate its operations upon the vote or consent of a majority of the unit general members. If a unit is inactive or does not elect a chairman for three (3) consecutive calendar years, the Executive Committee of this corporation may dissolve and terminate that unit and collect all remaining unit funds for the benefit of this corporation.

Section 13. Unit Committees: Each unit, by majority vote of the unit general members, may elect a unit committee to conduct the business and affairs of the unit. The unit chairman shall be the chairman of such committee. Each unit committee may adopt its own rules and regulations for the calling and holding of meetings and conduct of its business.

ARTICLE XVI.
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

Section 1. Insurance:

A. The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened pending or competed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had no reasonable cause to believe that his conduct was unlawful.

B. The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in his favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation, but no indemnification shall be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly arid reasonably entitled to indemnity for such expenses as the court deems proper.

C. To the extent that a director, officer, employee or agent of a corporation had been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsection A and B, or in defense of any claim, issue or matter therein, he shall be indemnified by the corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with such defense.

D. Any indemnification under Subsections A and B, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances, because he has met the applicable standard of conduct set forth in subsections A and B. Such determination shall be made:

1. By the Board of Directors by majority vote of a quorum consisting of directors who were not parties to such act, suit or proceeding;

2. If such a quorum of disinterested directors so orders, by independent legal counsel in a written opinion; or

3. If such quorum of disinterested directors cannot be obtained, by independent legal counsel in a written opinion.

E. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it is ultimately determined that he is entitle to be indemnified by the corporation as authorized in this section.

F. The Indemnification Provided by This Section:

1. Does not exclude any other rights to which a person seeking indemnification may be entitled under any By-Law, agreement, vote of members or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office; and

2. Shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

G. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.

ARTICLE XVII
AMENDMENTS TO BY-LAWS

These By-Laws may be altered, amended, or repealed and additional By-Laws may be adopted by the consent or vote of a majority of the Directors of this corporation or by the written consent of two-thirds of the members of this corporation. Unless waived by a majority vote of the quorum of Directors present in person or by proxy, or by joint or individual consent, no changes in the By-Laws will be considered or voted on by the Board of Directors unless the proposed changes are submitted in writing to the Secretary of the corporation at least 30 days before the date of the meeting at which such changes are to be considered.

ARTICLE XVIII.
PROCEDURE

The deliberation of all meetings of the corporation and units shall be governed by Robert’s Rules of Order. In debate before any meeting, no member shall be allowed to occupy more than five minutes upon anyone subject, but this time limit may be extended by the President. All papers read before any meeting must be filed with the Secretary after being read.

ARTICLE XIX
RESOLUTIONS OR RECOMMENDATIONS

All proposed or offered resolutions or recommendations relating to the policy of the corporation introduced in a general meeting shall be referred in writing to the Resolutions Committee without debate. All proposed resolutions, or at least the intent and substance will be published in the Sage Signals during the six (6) week period immediately preceding the annual convention. If any resolution or recommendation so introduced shall fail to be reported by the Resolutions Committee to the general membership, the meeting may allow its reintroduction by a majority vote and it may b~ adopted by a two-thirds voted of the members present and voting.

ARTICLE XX
CONFLICT OF INTEREST

A conflict of interest exists if a member(s) or employee of the Association or his/her immediate family member, employer, business, or agency could benefit in a direct or indirect manner from a vote regarding expenditure of Association funds. Members who have a conflict of interest shall abstain from a vote related to the conflict. Any member of employee knowledgeable of any such conflict of interest shall bring this conflict to the attention of the President or Executive Committee of the Association.

CERTIFICATION

The undersigned Chairman of the Board of Directors and the Executive Director of Nevada Cattlemen’s Association hereby certify that these By-Laws were duly adopted by the Directors of this corporation, as the By-Laws of said corporation by at least a majority vote or consent of said Directors on the 3rd day of May, 1993, and that they do now constitute the By-Laws of said corporation and all other By-Laws were repealed and replace hereby.

 

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CHAIRMAN-BOARD OF DIRECTORS

 

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EXECUTIVE DIRECTOR-NvCA