7/2/96

AMENDED
BY-LAWS
TEXAS ANIMAL NUTRITION COUNCIL
(A NON-PROFIT ORGANIZATION)

(A) The name of the corporation is TEXAS ANIMAL NUTRITION COUNCIL.

(B) The corporation seal shall consist of a circle within which shall be inscribed TEXAS ANIMAL NUTRITION COUNCIL.

This organization is organized exclusively for charitable and educational purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code.

The purpose or purposes for which the corporation is organized are: To provide an educational and professional organization whereby those persons who work and serve as livestock feeding nutritionists and nutrition consultants can effectively cooperate to serve the livestock feeding industry more successfully, by the exchange of ideas, concepts, information, developments, and current problems; by the study, discussion and promulgation of current research work in the field; by the study and evaluation of new product applications from the industry and from professional society studies; and by conducting cooperative studies, research and evaluations in and with the related arts and sciences of chemistry, engineering, veterinary medicine and allied groups.

The promotion and encouragement of agriculture and animal husbandry by study, research and education in the sciences related to animal nutrition is the sole motivating factor in the organization of this non-profit corporation. The corporation may accept gifts and grants for the financing and promotion of its educational scientific and research activities, but no part of the net earnings, if any, of said corporation shall ever inure to the benefit of any private shareholder, member, or individual. Upon dissolution of said corporation, all of its assets and accrued earnings, if any, shall pass to and be vested in such Texas-state-owned college or university, for its agriculture school or department as the dissolving officers, directors, or members may designate. However, if the named recipient is not then in existence or no longer a qualified distributee, or unwilling or unable to accept the distribution, then the assets of this organization shall be distributed to a fund, foundation or organization which is organized and operated exclusively for the purposes specified in section 501 (c) (3) of the Internal Revenue Code.

The corporation shall conduct no business activities, and is not organized for the promotion of the business or private affairs of any of its members, individually or jointly.

No part of the activities of this corporation shall be devoted to the carrying on of propaganda, or otherwise attempting, to influence legislation. The corporation shall not participate in, or intervene in, any political campaign on behalf of any candidate for public office, by any means whatsoever, including the publishing or distribution of statements. No activity shall ever be conducted or carried on by said corporation which will deprive said corporation of the benefits of exemption from taxation under Section 501 (c) (3) of the Internal Revenue Code, as from time to time amended.

Membership in the corporation shall be limited to individuals trained or working as animal industry professionals, in the area of Texas and surrounding states, pursuant to the specific membership rules adopted from time to time by the Directors; provided, however, that associate membership may be made available, as determined by the Directors for individuals who are trained or working in the fields of chemistry, engineering, veterinary medicine, or other related arts or sciences.

The fiscal year of the corporation shall begin January 1 of each year and extend to December 31 of the year.

(A) Regular meetings of the Directors shall be held at such time and place as they may determine. The Secretary shall, at least fourteen (14) days prior to each such meeting, give each Director of the corporation written notice of the time and place thereof by addressing and mailing the same to each Director at his address last known to the corporation. A majority of the Board of Directors shall constitute a quorum.

(B) Special meetings of the Directors may be called at any time by the President or by any two members of the Board of Directors, by addressing and mailing to each director of the corporation, a written notice of the time, place and purpose thereof, at least fourteen (14) days prior to the convening thereof.

(C) Regular meetings will be held with a fourteen (14) day notice. The annual meeting will be held within 120 days of the end of the fiscal year with a fourteen (14) day notice to membership.

(A) The officers of the corporation shall be a President, a Vice-President and a Secretary-Treasurer, who shall be elected by the members and who shall, in addition to their service as officers, also constitute three members of the board of directors of the corporation.

(B) The Vice-President and Secretary-Treasurer shall be elected at the regular annual meeting of members each year except the first year when all officers shall be elected. Each such officer shall hold office until his successor shall have been elected and qualified.

(C) The President shall be the principal executive of the corporation and shall preside at all members and directors meetings. He may call special meetings of members and/or directors. He shall perform all other duties that usually pertain to the office, or that are delegated to him by the Board of Directors. He may or shall sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the Board of Directors.

(D) The Vice-President shall, in case of the absence or disability of the President, perform the duties of the President and is the President-elect.

(E) The Secretary-Treasurer shall keep the records and books of the account of the corporation, and shall have the custody of all monies and securities of the corporation. He shall keep regular books, and all monies of the corporation shall be deposited in such depository as shall be selected by the Directors. In addition, he shall perform all duties usually pertaining to his office or delegated to him by the Board of Directors.

The Board of Directors will consist of the officers and two members at large with both academia and industry represented. The two members at large shall be elected for two-year terms, except the first year when one shall be elected for one year.

Amendments to these By-Laws may be made any annual meeting or special meeting with 14 days prior notice.