Revised 10-03

The name of this corporation shall be the CURVE COWBOY REUNION (hereinafter referred to as "Corporation").

The period of existence of said corporation shall be perpetual.

(1). The purpose or purposes for which the corporation is organized are to solicit, collect, receive, accumulate, administer and disburse funds in such a manner as will, in the sole discretion of the Board of Directors, most effectively operate to further charitable, scientific, literary, educational, environmental, community development, social development and health purposes, provided however that said corporation is organized exclusively for charitable, scientific, literary, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

(2). Further purpose of the corporation is to make contributions to any organization described in 501(c)(3) of the Internal Revenue Code of the United States as presently in effect or as hereafter amended or to an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of the United States as the same now exists or which are units of government which are reflected to be recognized charitable donees under the Internal Revenue Code, its Regulations and Rulings thereunder or as it may be amended with the exception of organizations testing for public safety; and to engage in any and all lawful activities which may be necessary, useful, suitable, desirable or proper for the furtherance, accomplishment, fostering or attainment of any or all of the foregoing purposes, except as restricted herein.

(3). No substantial part of the activities of the corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

(4). To maintain and carry on any business or take any action authorized or permitted by the laws of the State of Texas, consistent with the main purposes for which this corporation is formed; provided that notwithstanding any other provision of these Articles, the corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law) or (b) by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue law).

Section 4. POWERS

To accomplish the foregoing objectives and purposes and solely for the general welfare and good of the corporation and for no other purposes.

The corporation shall have the power:

(1). To seek to accomplish the herein stated objectives of the Corporation in any manner permitted by law, provided, that no part of the net earnings of the Corporation shall ever inure to the benefit of or be distributable to any member of the Corporation’s governing board, a Director, or to any officer or employee thereof, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered; and provided further, that no substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, nor shall the Corporation ever participate or intervene in any political campaign on behalf of any candidate for public office.

(2). To solicit, collect, and accept pledges, gifts, donations, contributions, and/or dues in cash or property.

(3). To take by will, bequest, devise, or gift in trust or absolutely, cash or property, subject to any terms, conditions, or limitations contained in the instrument by which said cash or property are acquired and which are acceptable to the Corporation, or entirely free from such conditions or limitations, except that such cash or property shall be used solely for charitable, scientific, literary or educational purposes for the benefit of the corporation, and in a manner not inconsistent with the other provisions of these Articles.

(4). To create and control other corporations, foundations, or organizations deemed advisable to best accomplish the purposes of this Corporation.

(5). To hold, sell, convey, lease and otherwise manage, deal with, or dispose of all or any part of its assets on any terms and conditions as may be lawful, and likewise to invest all proceeds and income of such assets in any type or kind of property, real, personal, or mixed, which appears advisable as permitted of corporations by law unless by the terms under which the Corporation acquired said property, specific limitations were placed on such management and distributions, in which event such limitations shall control.

(6). Subject to any limitations contained in an instrument by which any asset is acquired, to spend all of its income and principal or such portions thereof as shall be determined by it, in furtherance of its purposes and at any time or times.

(7). To borrow money, execute notes, mortgages, and other contracts as shall be determined advisable by its Board of Directors.

(8). To lease, rent, hire or otherwise contract with reference to any of its physical assets and property or with any private person, corporation, business entity, charitable, benevolent, educational, or research institution on such terms and conditions as it shall determine.

(9). To contract with any bank, chartered independent trust companies, brokers, or investment concerns on any terms not unlawful or prohibited by other provisions hereof relative to the fiscal management, control, and investment of its funds and property.

(10). To do all other things permitted to be lawfully done by non-profit, charitable, scientific, literary, and educational corporations and not prohibited by other provisions hereof.

The location of the corporation’s registered office in this state is 614C South Business 35, Suite 83, City of New Braunfels County of Comal, State of Texas, 78130. The Corporation may also have any office, or offices, at such place, or places, as the board of directors may, from time to time, designate.

The name of the registered agent of said corporation and the address of the registered office of said corporation is:

Greg Griffin
614C S. Business 35
Suite 83
New Braunfels, TX 78130

The Corporation shall have no members.

The Board of Directors may authorize any officer or officers, agent or agents, 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. 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 resolution of the Board of Directors.

In the absence of authorization by the Corporation Board of Directors contrary to the above paragraph, execution of any and all instruments for the purpose of acquiring, exercising, or disposing of any rights or privileges of this corporation shall be acknowledged by the Chairman or in the absence or inability of the Chairman the Chair-elect and attested by the Secretary.

All funds of the Corporation not otherwise employed shall be deposited to the credit of the corporation in such banks, trust companies, or other depositories as the board may select, or as may be designated by any officer or officers or agent or agents of the corporation to whom such power may be delegated by the Board of Directors.

An annual meeting of the Board of Directors shall be held during the corporation’s current fiscal year. The notice of the meeting shall be given at least forty-eight (48) hours prior thereto and give the date, time, place, and agenda of the meeting and shall designate it as the annual meeting of the CURVE COWBOY REUNION.

Special meetings of the Board of Directors may be called at any time by the Chairman or by two or more Directors subject to all other requirements herein.

Notice of any special meeting of the Board of Directors shall be given at least forty-eight (48) hours prior thereto inclusive of the date, time, place, and agenda by written notice or email sent by any usual means of communication to each Director at their address as shown in the records of the Corporation.

Attendance at any meeting by a Director shall constitute waiver or ratification of such notice.

A majority of voting, seated Directors shall be necessary to constitute a quorum for the transaction of business, except as otherwise provided by law.

A quorum of the Directors may adjourn any director’s meeting to meet again at a stated day and hour; provided, however, that in the absence of the quorum a majority of the directors present at said directors’ meeting, either regular or special, may adjourn to a later date but may not transact any business until a quorum has been secured. At any adjourned meeting at which a required number of directors shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

The Chairman, with ratification by the Board of Directors, shall appoint a Parliamentarian. The Parliamentarian shall serve at the pleasure of the Board of Directors in an ex-officio capacity to the Board. There are no limits on the number of terms available for a single individual to serve as Parliamentarian. The duties of the Parliamentarian shall include service as principal advisor to the Board of Directors, officers, and committee chairs regarding organizational management as it relates to the adopted rules of procedure, bylaws, and policies of the corporation.

The meetings of the Board of Directors shall be governed by the parliamentary rules and usages contained in the current edition of Roberts Rules of Order unless otherwise directed within these bylaws or by the seated Board.

Any action required or action permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a record or memorandum thereof be made in writing and signed by two-thirds of all directors. Such record or memorandum shall have the same effect as a meeting of the Board of Directors and shall be filed with the Secretary of the Corporation and made a part of the Corporation record. Email acknowledgment constitutes official record and vote.

Members of the Board of Directors may participate in a meeting of such Board by means of conference telephone, email, downlink, web group, or similar communications equipment by means of which all persons participating in the meeting can hear each other and/or see messages and provide input and receive output. Participation in a meeting pursuant to this section shall constitute presence and acknowledgment at such meeting. Minimum rules and content of said meeting and the notice thereof will adhere to requirements made herein.

Neither absentee ballots nor proxy votes will be available or entertained at any meeting of the Corporation. Voting procedures will be adhered to as otherwise noted herein.

Section 1. The present Directors of said corporation, who are also the incorporators hereof, and who shall serve as the original Board of Directors thereof are herein noted in Article 1, Section 7.

Full control of the affairs of the CURVE COWBOY REUNION shall be vested in the Board of Directors.

The Board of Directors shall have general charge of the affairs, property and assets of the corporation. It shall be the duty of the Directors to carry out the aims and purposes of this corporation. In carrying out its duties, the Board of Directors is authorized to employ or arrange for the services of such persons, including attorneys, agents and assistants, as in its opinion are necessary or desirable for the proper administration of the corporation, and to pay reasonable compensation for services and expenses thereof.

Directors will be residents of the United States of America. The primary residence of

each Director shall be in the United States of America. A candidate for the Curve Cowboy Reunion Board must be the record owner of a functional and current tagged BMW Motorcycle for a period of not less than twelve (12) consecutive months immediately prior to their taking office on the Board.

A volunteer director shall not be held personally liable to the corporation for monetary damages for a breach of the director’s fiduciary duty. However, this provision shall not eliminate or limit the liability of a director for any of the following: (1) a breach of the director’s duty of loyalty to the corporation; (2) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (3) a transaction from which the director derived an improper personal benefit; and (4) an act or omission occurring before the date of the filing of the corporation’s Certificate of Incorporation; (5) an act or omission that is grossly negligent.

The Board of Directors shall be composed of not more than fifteen (15) Directors and not less than five (5) Directors.

The Corporation Board of Directors may appoint at large directors at its discretion but shall not be composed of more than fifteen (15) Directors inclusive of at large directors at any time. The Board of Directors may at its discretion elect by the majority, ex-officio Directors to serve at the pleasure of the seated Board of Directors. Ex-officio Directors will not have voting privileges and will only enjoy other privileges as delegated by the Board of Directors. All directors shall serve until their terms expire or until their successors are elected or appointed or their required position vacated.

Individuals may not be considered for Board of Director membership as long as another member of said individual’s nuclear family is currently seated on the Board.

Except as provided in the Certificate of Incorporation for the CURVE COWBOY REUNION Corporation regarding the initial terms of the founding directors: Directors shall serve for the following terms: a term of three (3) years with the option to serve one (1) additional three (3) year term if they are elected by the majority of the Board of Directors. Directors having served two (2) successive terms for a total of six (6) years must be off of the Board of Directors for a period of one (1) year before they can once again be considered for the position of Director. Director’s terms will be staggered so that a minimal number will be elected in any one year, except in the event of unexpired vacancies.

The election to and fulfillment of an unexpired term to the Board of Directors will not negate an individual’s opportunity for up to two (2) additional successive three (3) year terms.

The Chairman, subject to ratification by the Board of Directors, shall appoint a Nominating Committee Chair annually. It shall be the responsibility of the Nominating Committee Chair to furnish a list of eligible individuals desirous of serving on the Board of Directors at the Board’s directed time in advance of the Annual Meeting.

The Directors of the Board of the Corporation shall be elected by majority vote of the then-seated Directors excluding their own voting participation in the event that they are voting on the re-election of their own position

The officers of the CURVE COWBOY REUNION shall be Chairman, Chair-elect, Secretary, and Treasurer. Officers shall be elected by the Board of Directors in the majority for terms of one year each at the annual meeting. An officer may succeed themselves, except in the office of Chairman, and continue to serve successive years in the same officers position if they are elected by the majority of the Board of Directors. The terms of the elected officers shall commence the day after the annual meeting.

Any two (2) officers of the Corporation, except that of Chairman and Chair-elect, may be combined.

The Board of Directors may provide such standing or special committees as it deems desirable, and may discontinue the same at its pleasure. Each such committee shall have such powers and perform such duties, not inconsistent with applicable IRS Rules and Regulations, applicable state statutes, the Corporation Certificate of Incorporation or these bylaws, and affected corporation policies as said Board may prescribe. Vacancies in such committees shall be filled by the Board of Directors or as the Board of Directors may provide. Corporation committees are not allowed to encumber the corporation in any way excepting those authorities specifically conveyed by way of Board of Director action and peculiar to the initiative.

Donors may make gifts to the Corporation by naming or otherwise identifying the corporation, whether or not an agent is designated to have custody of the property contributed. Gifts shall vest in the

corporation upon receipt and acceptance by it (whether signified by an officer, employee or agent of the corporation). The corporation may specify additional terms of such custody. The corporation may enter into an agreement with agents having custody of funds of the corporation, specifying additional terms of such custody.

Each donor, by making a gift to the corporation, accepts and agrees to all the terms of the Certificate of Incorporation and these bylaws

No gifts shall be required to be separately invested or held unless so provided by a restriction of

the donor, or it is necessary in order to follow any other restriction of the donor as to purpose or investment, or in order to prevent tax disqualification, or as is required by law. Restrictions involving the naming of a fund as a memorial or otherwise may be satisfied by keeping under such name accounts reflecting appropriately the interest of such fund in such common investment.

Each gift to and fund of the corporation shall be presumed to be intended to be used only for purposes for which the Corporation is formed.

Whenever the Board of Directors decides that conditions or circumstances are such or have so changed since a restriction by the donor as to purpose, or manner of distribution, use or investment was provided, that literal compliance with the restriction is unnecessary, undesirable, impractical or impossible, or the restriction is not consistent with the corporation primarily serving effectively the needs of the Corporation, it may, by the affirmative vote of a majority of its directors, order such variance from the restriction and such application of the whole or any part of the principal or income of the fund as in its judgment is then necessary more effectively to serve.

The Board of Directors may, in furtherance of the corporation’s charitable purposes when needs thereof have been determined and with appropriate provisions to assure use solely for such purposes, direct distributions to such person, organizations, governments, or governmental agencies as in the opinion of the Board of Directors can best carry out such purposes.

The Board of Directors may hire or appoint staff.

The invalidity or unenforceability of any provision of this document shall not affect the validity or enforceability of the remaining provisions of this document.

No contract or transaction between this Corporation and one or more of its Directors or officers, or between this Corporation and any other corporation, partnership, association or other organization in which one or more of its Directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the board or committees thereof which authorizes the contract or transaction, or solely because their votes are counted for such purpose, if either:

(1). The material facts as to his/her relationship or interest and as to the contract or transaction are disclosed or are known in advance to the Board of Directors or the committee, and the board or the committee in good faith authorized the contract or transaction by the affirmative votes of a majority of the disinterested Directors and such disinterested Directors shall constitute a quorum.

(2). The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors or a committee thereof duly authorized.

(3). Any Director with a conflict of interest shall abstain from discussion and voting on the issue.

Common or interested Directors may not be counted in determining the presence of quorum at a meeting of the Board of Directors or of a committee which authorized the contract or transaction.

Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all the assets of the Corporation according to the following enumerated priorities: (1) Where specific instructions have been given by a donor for the distribution of a specific gift, devise, or bequest in the event the Corporation is dissolved, such instruction must be followed by the Board of Directors unless such instructions are contrary to law, (2) All other assets, as determined by the Board of Directors of the Corporation, shall go to such other organizations as they deem appropriate to be used for the same or similar purposes as this Corporation so long as such organization will qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Law), and which satisfies any specific restrictions imposed by the donors; (3) Any assets not disposed of pursuant to the foregoing priorities shall be disposed of by the District Court of Harris County, Texas, exclusively of such purposes or to such organization or organizations, as the Court shall determine, which are organized and operated exclusively for the purposes for which this corporation is formed.

These bylaws shall become effective immediately upon approval of the existing Curve Cowboy Reunion Board of Directors. The initial Directors may not necessarily be those who meet the criteria herein. The Founding Board of Directors shall serve the following initial terms:

The Founding Directors initial terms shall not be inclusive of the possible two (2) three (3) year terms otherwise available herein.

These bylaws may be amended at any meeting by a three fourths (3/4) majority vote of the Directors present and voting at the meeting, provided copies of proposed amendments were available to Directors ten (10) days prior to the meeting.

In order to amend the bylaws at any meeting without prior notice, one hundred percent of the Directors present and voting must vote for the proposed amendment.