CCR 2008 Bylaws

BY-LAWS

CURVE COWBOY REUNION, INC.

ADOPTED BY VOTE OF THE BOARD OF DIRECTORS, AUGUST 9, 2007

ARTICLE 1

ORGANIZATION

Section 1. NAME

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

Section 2. EXISTENCE

The period of existence of said Corporation shall be perpetual.

Section 3. HISTORY AND PURPOSE

(1) Curve Cowboy Reunion began with a group of BMW motorcycle touring enthusiasts. The first gathering in Broken Bow, Oklahoma, over three days in September, 2000, provided an opportunity for people from an internet community of K1200LT owners and riders to get together outside of the virtual community. The feeling of brotherhood, community and joy of spirited rides shared at this first reunion led to the desire to form this organization. While the nexus of the organization was a specific model of BMW touring motorcycle, the annual reunion was open to enthusiasts of all brands and models of motorcycle. The first gathering was born of a spirit of brotherhood and community and this same spirit has been and should continue to be the foundation of future gatherings. The annual reunion must further the fundamental goals of this organization: to promote a positive view of motorcycling; to promote rider education and safety; and to leave a positive contribution in each location that hosts the annual reunion to assist a worthy group in achieving its charitable purpose. The annual reunion should continue to provide a ready opportunity for all attendees to meet each other, in a format conducive to advancing and sharing the collective knowledge of the gathering in important areas of riding skills, equipment performance and safety; and, it should keep alive the spirit of enthusiasm, camaraderie and community among motorcycle enthusiasts in scenic and welcoming locations where attendees can explore riding opportunities that allow these qualities can flourish.

(2). 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.

(3). Further purpose of the corporation is to make contributions to any organization qualified under 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 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 specifically restricted herein.

(4). 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.

(5). 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 Service 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.

(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.

Section 5. REGISTERED OFFICE

The location of the corporation's registered office in this state is 7200 Twilight Mesa Drive, City of Austin, County of Travis, State of Texas whose Zip code is 78737-3525. 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.

Section 6. REGISTERED AGENT

The name of the registered agent of said corporation and the address of the registered office of said corporation is: Barrett D. Allison, 7200 Twilight Mesa Drive, Austin, Texas 78737-3525.

Section 7. FOUNDING DIRECTORS

The founding directors of the Corporation were:

The CURVE COWBOY REUNION shall observe all local, state, and federal laws which apply to nonprofit organizations as defined in Section 501(c)(3) of the Internal Revenue Code of the United States as presently in effect or as hereafter amended.

This Corporation is organized NOT FOR PROFIT. It shall have no authority to issue capital stock.

ARTICLE 3

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 an emergency in which time is of the essence, and in the absence of authorization by the Corporation Board of Directors contrary to the above paragraph, the 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, by the Vice-Chairman and attested thereto 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 of Directors 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.

The fiscal year of this corporation shall begin on January 01 and end December 31 of each year.

Annually, the accounts of the Corporation shall be audited and/or reviewed by a reputable Certified Public Accountant whose report shall be submitted to each member of the Board of Directors.

The CURVE COWBOY REUNION may indemnify its officers and Directors while serving the Corporation.

At the direction of the Board of Directors, any officer or employee of the corporation may be bonded. The expense of furnishing any such bond shall be paid by the Corporation and shall be such sum and such surety as the Board of Directors shall determine.

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, business corporation, partnership, joint venture, event, trust or other enterprise against any liability asserted against the person and incurred by the person in such other capacity or arising out of the person's status as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions herein.

The Corporation may participate in an annual event at a time and location or venue to be selected by the Executive Committee whose purpose is primarily educational and whose secondary purpose is the raising of funds for contribution to a qualified charity benefitting worthy children in the area of the event venue. The Executive Committee will evaluate appropriate host locations and venues and will timely provide a list of potential venues to the Board of Directors who will vote to disqualify those venues that the Directors find do not meet the general criteria of the Corporation for that year. The Executive Committee shall select from among those venues remaining for consideration and the selected venue shall only be announced at the closing ceremonies of the annual event held in the year preceding the selected event. The method of selection shall be by a secret majority vote of the Executive Committee.

An annual meeting of the Board of Directors shall be held during each fiscal year. The notice of the meeting shall be given at least forty-eight (48) hours prior thereto and give the date, time and place of the meeting and shall designate it as the annual meeting of the CURVE COWBOY REUNION. Such notice shall be posted on the Corporation's internet Bulletin Board, or such other location as determined by resolution of the Board of Directors from time to time. Such other meetings of the Board of Directors may be held at such time and in such place as may be specified by resolution of the Board of Directors from time to time.

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 other regular or special meeting of the Board of Directors shall be given at least forty-eight (48) hours prior thereto by written notice, or by email sent by any usual means of communication to each Director at their address as shown in the records of the Corporation, or by posting such notice on an appropriate internet bulletin board, the URL of which shall be provided to the members of the Board of Directors from time to time by an officer of the Board of Directors.

Attendance or presence at, or participation in, any meeting by a Director shall constitute waiver of any claim regarding the legal adequacy of such notice for that Director.

The presence of a simple 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 recognized. At any un-adjourned meeting at which a required number of directors shall be present, or at any meeting which was adjourned and reconvened with a quorum at a later date, 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, may 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 Chairman of 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 a majority vote of the seated Board to temporarily modify or suspend the Rules.

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 a two-thirds majority or more of all directors. Such record or memorandum shall have the same effect as an action taken at 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, internet based web group, or similar communications equipment by means of which all persons participating in the meeting can hear each other and/or see the written comments of the Board of Directors 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 the said Corporation, are successors to or among the incorporators thereof, and serve as the duly elected Board of Directors thereof .

Full control of the affairs of the CURVE COWBOY REUNION shall be vested in the Board of Directors and is accomplished through their legal conduct of the business of the Corporation according to these Bylaws. An action taken by a Board member that is not consistent with, or properly authorized by, a resolution of or the majority vote of the Board of Directors is not an act of the Corporation and does not legally bind nor commit resources of the Corporation, and is a personal action of that individual for which he or she is solely and personally responsible.

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 are, in its opinion, necessary or desirable for the proper administration of the Corporation, and to pay reasonable compensation for services and expenses thereof. By agreeing to serve on the Board of Directors, the Directors, individually and collectively, acknowledge that they have read and are and will be bound by the requirements and provisions of these Bylaws.

Directors will be residents of the United States of America. A candidate for the Curve Cowboy Reunion Board must be the record owner or an immediate family member of 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 candidate who does not otherwise qualify for election to the Board of Directors may also be elected to the Board of Directors by the unanimous vote of all of the Directors present and voting at the meeting at which the vote is taken, including in this case only, the vote of the Chairman of 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 except as provided in Section 2 herein above. However, this provision shall not eliminate or limit the liability or the fiduciary responsibility 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 Board of Directors may at its discretion elect by a majority vote, 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.

New positions on the Board of Directors may be filled by a candidate duly elected from among the serving ex-officio Directors or by any other qualified, eligible candidate as herein above described. New Directors and ex-officio Directors shall be elected by a majority vote of the Board of Directors.

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.

Directors shall serve for the following terms: a term of three (3) years with the option to serve additional three (3) year terms if they are re-elected by a majority of the Board of Directors. Directors' terms will be staggered so that a minority number will be elected in any one year, except in the event of filling unexpired vacancies. The election of a candidate to and the subsequent fulfillment of an unexpired term to the Board of Directors will be for the remainder of that partial term only. The terms of members of the Board of Directors shall commence on the first day of October after the annual meeting, excepting that the term of a member elected to fill an unexpired term shall begin on the day of election. An expiring term, whether full or partial, shall end at the end of the last day of September of the year of expiration.

The Board of Directors shall act as the nominating committee however the Chairman of the Board may, at his discretion, appoint a nominating sub-committee from among the Board of Directors.

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 remainder of a Director's term resulting from any vacancy occurring in the Board of Directors because of death, resignation, removal, expired terms, disqualification or otherwise, if filled, shall be filled by a person that is duly elected by a majority vote of the Board of Directors.

Any Director may be removed at any time by an affirmative vote of two-thirds (2/3) or more of all of the Directors then serving as members of the Board, exclusive of the individual Director being considered.

Any Director may resign at any time by giving written notice of their resignation to the Board of Directors or Chairman of the Board of Directors. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, then the resignation shall become effective upon the acceptance of such resignation by the Chairman of the Board. However, acceptance of such resignation shall not be necessary to make it effective. If the Board of Directors accepts the resignation of a Director rendered to take effect at a future time, the Board of Directors shall have power to elect a successor to take office when the resignation is to become effective.

The meetings of the Board of Directors shall be held at any place the Board of Directors may from time to time appoint including meeting electronically within the internet community or by telephone as provided herein above.

The Board of Directors may, by resolution, authorize reimbursement of expenses incurred by the Directors in the performance of their duties. Such authorization may prescribe the procedures to be followed in the approval of and payment for such expenses by designated officers of the Corporation. Nothing herein shall preclude a Director from serving the Corporation in any other capacity and receiving therefor compensation for services rendered as long as compensation received is reasonable and proper. The Board of Directors may, by resolution, authorize payment of Director fees for attendance and activities of the Corporation.

ARTICLE 6

The officers of the CURVE COWBOY REUNION shall be Chairman, Vice-Chairman, Secretary, and Treasurer.. The Corporation Board may also elect a Site Chair as an officer of the Corporation. Officers shall be elected by a majority vote of the Board of Directors for terms of one year each at the annual meeting. Any officer may succeed themselves, including the office of Chairman, and continue to serve successive years in the same officer position if they are re-elected to that position by the majority of the Board of Directors. The one year terms of the elected officers shall commence on October 1 and shall run through September 30.

Any two (2) offices of the Corporation, except those of Chairman and Vice-Chairman, may be combined and filled by one director.

The principal duties of the Chairman shall be to preside at all meetings of the Board of Directors, and to have a general supervision and direction of the affairs of the CURVE COWBOY REUNION

The duties of the Chairman include assuming all executive responsibilities of the Corporation. Those duties are inclusive of maintaining the financial integrity of the Corporation, fiduciary responsibilities, strategic application of resources and planning, compliance with IRS Rules and Regulations, compliance with applicable state statutes, compliance with Corporation bylaws and policies, internal and external marketing, volunteer initiatives and relations, committee selection and application including committee reports, and other such duties which may be conveyed by the Board of Directors not exclusive to the ones listed above.

The Vice-Chairman shall perform the duties of the Chairman in the absence of or inability of that officer. The Vice-Chairman shall perform such other duties as from time to time may be assigned to them by the Chairman or by the Board of Directors.

The Chairman may appoint a Site Chair who shall be the chief operating officer for the Corporation's annual fund-raising and educational event, who shall be engaged to perform specific duties and responsibilities as determined by the Corporation Board of Directors. The Site Chair shall organize the activities and affairs of the annual rally so as to positively affect its outcome using normally accepted, sound business principles.

The principal duties of the Secretary shall be to countersign all legal instruments including, but not limited to contracts, deeds, leases, and conveyances executed by the Corporation, affix the seal of the Corporation thereto, and to such other papers as shall be required or directed to be sealed, and to keep or cause to be kept a record of the proceedings of the Board of Directors, and to safely keep or cause to be kept all books, papers, records and documents, inclusive of online hardcopy records, belonging to the Corporation, or in any way pertaining to the business thereof. For those meetings of the Board of Directors conducted electronically in the internet community, the bulletin board record of communications by and between the Directors in the conduct of the Corporation's business shall constitute the record of the proceedings of those meetings.

The principal duties of the Treasurer shall be to keep and account for all monies, credits and property, of any and every nature, of the Corporation, and keep an accurate account of all monies received and disbursed, and proper vouchers for monies disbursed, and to render such accounts, statements and inventories of monies received and disbursed, and money and property on hand, and generally of all matters pertaining to this office, as shall be required by the Board of Directors and in compliance with the requirements of Section 501 (c) (3) of the Internal Revenue Code, applicable state statutes, corporation bylaws, and corporation policies. The Treasurer is responsible for the corporation budget as well as event or topical budgets as needed or directed by the Board of Directors. The Treasurer is responsible for obtaining vendor bids from audit firms, if directed to do so by the Board of Directors, the allocation of contracts thereto subject to Board of Director approval, and the distribution of the resulting review audit to the Board of Directors.

The Executive Committee shall consist of the Chairman of the Board, the Vice Chairman, the Secretary and the Treasurer, and such other members of the Board of Directors or other qualified advisory individuals as the Chairman may deem to be in the best interest of the Corporation.

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 law, the 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. Special short term, single purpose committees may be appointed by the Chairman of the Board. 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 upon acceptance by it and such acceptance is to be 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.

Section 2. TERMS

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

Section 3. INVESTMENTS

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

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 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 Travis 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 by the appropriate vote as specified in Article 16 herein below of the present Curve Cowboy Reunion Board of Directors.

These bylaws may be amended at any meeting by a two-thirds (2/3) or more 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 eligible to vote must vote for the proposed bylaws amendment.