AMENDED AND RESTATED BYLAWS OF

THE MIDWEST HIGHLAND CATTLE ASSOCIATION, INC.

A NON-PROFIT CORPORATION

ARTICLE I

NAME AND OFFICE

1.01     NAME: The name of this corporation is: The Midwest Highland Cattle Association, Inc. as incorporated in the State of Michigan.  The Federal tax identification number is 38-3270088.

1.02     AFFILIATION: This Corporation is an affiliate of the American Highland Cattle Association according to the rules set forth by said corporation.

ARTICLE II

PURPOSE

2.01     PURPOSE:    Said corporation is organized exclusively for charitable, religious, educational, literary, and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations within the meaning of Section 50 1 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law), as well as any lawful purpose, as authorized by state law. In particular, it is organized to promote and encourage improvement of the Highland Cattle breed; to disseminate information to the members of the association, and to be a source of information for breeders and prospective owners of Highland Cattle, and shall adhere to the rules, regulations, standards and practices of the American Highland Cattle Association, as enacted, maintained, and amended from time to time.  It is empowered to solicit and receive grants, contributions and other property, to enter into contracts, to engage personnel and services, and to hold, transfer and invest such property as may be required to carry out the purposes of the corporation.

ARTICLE III

DIRECTORS

3.01     NUMBER & QUALIFICATIONS: This corporation shall be governed by a Board of Directors of not less than (5) five or not more than (9) nine persons, who shall all be voting members.

3.02     APPOINTMENT & ELECTION & TERM: The Directors shall be elected at the annual meeting of the members. Directors shall serve a term of three years, and shall be eligible to succeed themselves in no more than three consecutive terms provided they meet the requirements enumerated in the Articles of Incorporation. A full term shall be two or more years, in the event that the director is appointed to served the unexpired term of a director who has resigned or has been removed. After serving three terms, they shall not be eligible for re-election for one year.  The terms of the Directors have been established so that their terms expire in different years.

3.03     RESPONSIBILITIES AND LIABILITY: The Directors shall be trustees of the corporation and its assets, both real and personal, and shall fulfill functions and duties ascribed them by all applicable laws. In addition, they shall advise the officers in matters of the operation of the corporation. Directors shall in no way encumber personal liability from the actions of the corporation and shall be entitled to indemnification according to the provisions of the Michigan Non-Profit Corporation Act and state laws exempting nonprofit officials from liability.

3.04     RESIGNATION OR REMOVAL: Any Director may resign at any time by giving prior written notice of such resignation to the Board of Directors. If any Director is absent from more than 25% of the meetings called during any calendar year, it shall so appear in the minutes of the Board, and said Director shall be removed, and any offices held shall be declared vacant.  At the discretion of a majority vote of the other members of the Board, this rule may be waived due to extenuating circumstances, if the Director requests a waiver in writing.  Furthermore, Directors may be removed from the Board of Directors by resignation, or pursuant to the Articles of Incorporation. Vacancies on the Board will be filled by a majority of the remaining Board of Directors. The new Director elected to fill the vacancy will serve for the unexpired term of the predecessor in office.

3.05     MEETINGS OF THE BOARD: The Board of Directors shall meet at least twice annually either by telephone, video conference, or in a location specified by the President, who shall, in the case of regular meetings, give written email or oral notice of the time and location of the meeting to all Directors at least 10 days before the meeting. The location of said meetings may be any location within or outside the State of Michigan. The corporation shall reserve the right to reimburse all Directors for all reasonable travel expenses incurred in attending the meetings, and shall so stipulate the decision for said reimbursements in a resolution passed at the meeting being considered for reimbursement. Said reimbursements shall be subject to the corporations official reimbursement plan in force at the time of the transaction. A simple majority shall constitute a quorum sufficient to conduct business.

The primary regular meeting shall be held in conjunction with the annual meeting of members, at which time the President shall report on the activities of the corporation during the previous year and shall relate his or her plans and goals for the coming year. The Board of Directors shall establish the annual budget.

3.06     SPECIAL MEETINGS: Special meetings may be called as needed by the President and/or a majority of the Directors. Oral email or written notice of the meeting, the time, and place shall be presented to each director in person at least three days before an emergency meeting of the Directors.

3.07     WAIVER OF NOTICE: Attendance of a Director at any meeting of the Board of Directors constitutes a waiver of notice of such meeting except where Director attends a meeting for the purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.  Whenever any notice is required to be given under the provision of the law, the Articles of Incorporation, or these Bylaws, a waiver of such notice in writing signed by the person or persons entitled to notice whether before or after the time stated is such waiver, will be deemed equivalent to the giving of such notice.

3.08     QUORUM: All meetings of the Board of Directors shall have a majority of directors necessary to constitute a quorum and the act of the majority of Directors present at any meeting in which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by these Bylaws.

3.09     ACTION BY CONSENT: Any action by law or under the Articles of Incorporation of this corporation or these Bylaws, or any action which otherwise may be taken at a meeting of the Board of Directors may be taken without a meeting by a consent in writing, setting forth the action so taken, signed by all the persons entitled to vote with respect to the subject matter of such consent, or all Directors in office, and filed with the Secretary of the corporation.

ARTICLE IV

MEMBERSHIP

4.01     MEMBERS This corporation shall have no stockholders. Those seeking membership shall adhere to the purposes of the Corporation and shall pay such dues and assessments as the directors shall from time to time require.  The directors may provide for non-transferable life memberships.

4.02     DUES AND ASSESSMENTS  Membership dues and special assessments shall be established by a vote of 2/3 of the Board of Directors.

4.03     VOTING RIGHTS  Members who have attained the age of eighteen years prior to the date of the Notice of the meeting at which the member intends to vote who are in good standing and own registered Highland Cattle a the end of the most recent quarter prior to the call of the meeting and have been a member for at least six months prior to the call of the meeting shall be eligible to vote. Each membership shall have one vote.

The Directors may provide for non-voting members, including those who do not currently own registered Highland Cattle. And others.

A member is in good standing if dues are currently paid and the member is in good standing with the American Highland Cattle Association, and there are no actions pending against the member by this Corporation.

The books and records of the Corporation shall determine the eligibility of the member to vote.

4.04     ANNUAL MEETING The Corporation shall hold an annual meeting to 1) review the financial condition of the Corporation, 2) to receive reports concerning the affairs of the Corporation, 3) to elect directors of the Corporation, and 4) for such other purposes as may come before the membership.  The date of the meeting shall be called by the Directors, to be held between February 1 and June 30 of each year, at a time and place to be determined by the directors.  The Secretary shall give at least 30 days written notice to the members.

ARTICLE V

CORPORATE OFFICERS

5.01     NUMBER AND TERM OF OFFICE: The officers of the corporation shall be the President, Vice President, Secretary, Treasurer, and such other officers with such powers and duties as may be determined by the Board of Directors. The office of Secretary and Treasurer may be held by the same person at any time, but no other two offices may be combined. Officers shall be elected by the Board each year on which a term ends at the annual meeting of the Board of Directors and shall serve terms of two years, or until a successor shall have been elected. The President shall not hold more than two consecutive terms.  In the event of incapacitation, resignation, or removal, the Board of Directors shall appoint a successor for the remainder of the term.  The term of office shall commence as of the date of the annual meeting of the Board of Directors.

5.02     PRESIDENT: The President will be the Chief Executive Officer and Executive Director of this corporation and will, subject to the control of the Board of Directors, supervise and control the affairs of the corporation. The President will perform all duties incident to such office and such other duties as may be provided in these Bylaws or as may be prescribed from time to time by the Board of Directors.

5.04     VICE PRESIDENT: The Vice President will perform all duties and exercise all powers of the President when the President is absent or is otherwise unable to act. The Vice President will perform such other duties as may be prescribed from time to time by the Board of Directors.

5.05     SECRETARY: The Secretary will keep minutes of all the meetings of the Board of Directors, will be the custodian of the corporate records, will give all notices as are required by law or by these Bylaws, and generally will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned from time to time by the Board of Directors.

5.06     TREASURER: The Treasurer will have charge and custody of all funds of the corporation, will deposit the funds as required by the Board of Directors, will keep and maintain adequate and correct accounts of the corporation's properties and business transactions, will render reports and accountings to the Board of Directors, and will perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, by the Bylaws, or which may be assigned from time to time by the Board of Directors.

5.07     RESIGNATION OF ANY OFFICERS: Any Officer elected or appointed to office may resign at any time via writing sent to the President of the corporation or if the Officer resigning is the President, to the Secretary of the Board of Directors of the corporation.

5.08     REMOVAL OF OFFICERS: Any Officer elected or appointed to office may be removed by a two-thirds vote by the Directors then in office whenever in their judgment the best interest of the corporation will be served. However, such removal will be without prejudice to any contract rights of the Officer so removed.

5.09     BOARD REPRESENTATIVE TO THE AMERICAN HIGHLAND

 CATTLE ASSOCIATION : A representative shall be elected by the Board of Directors at the annual meeting at the time of election of officers.  Said representative shall serve a term of three (3) years and shall represent the Corporation on the AHCA Board until replaced by the Board, consistent with AHCA term limitations.  If possible, the representative should be a member of the Board of Directors.  

5.10     ASSISTANT OFFICERS: Assistant Secretary(s) and/or Treasurer(s) may be appointed by the Board of Directors and shall perform such other duties as are assigned by the officer or the Board of Directors. Assistants need not be members of the Board of Directors.

ARTICLE VI

FINANCIAL MATTERS

6.01     FISCAL YEAR: The Fiscal Year of the corporation shall commence on January 1 of each year and end on December 31.

6.02     DEPOSITS AND WITHDRAWALS OF FUNDS:  All funds of the corporation shall be deposited in such financial institutions as the Board of Directors shall determine.  All withdrawals shall be made under signature of an Officer.  No expenditures in excess of the budget by $1000 or more shall be made without approval by the Board of Directors.

6.03     CONTRACTS:  The Board of Directors may authorize any officer or agent to enter into contracts and deliver such necessary instruments.

6.04     COMPENSATION:  Directors and officers shall serve without salary, but the Board of Directors may authorize payment of expenses incurred by Directors and officers in performance of their duties.

ARTICLE VII

MISCELLANEOUS

7.01     PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS: No director, trustee, officers or employee of or member of a committee of or person connected with the corporation shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the corporation in effecting any of its purposes as shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the corporation.

7.02     CONTRACTS WITH DIRECTORS AND OFFICERS: The Directors and Officers of the corporation may be interested directly or indirectly in any contract relating to or incidental to the operations conducted by the corporation, and may freely make contracts, enter transactions, or otherwise act for and on behalf of the corporation, notwithstanding that they may also be acting as individuals, or as trustees, or as agents for other persons or corporations, or may be interested in the same matters as directors or otherwise; but shall be deemed “at arm's length” and not violative of proscriptions against the corporation's use or application of its funds for private benefit. In no event, however, shall any person or other entity dealing with the Directors or Officers be obligated to inquire into the authority of the Directors and Officers to enter into and consummate any contract, transaction, or other action.

ARTICLE VIII

AMENDMENTS

8.01     AMENDMENTS BY MEMBERS: The members shall have the power to make, alter, amend and repeal the Articles or Bylaws of the corporation by affirmative vote of the majority of the members at any regular or specially called meeting for the purpose of amending the Articles or Bylaws. Written notice of any meeting where the Articles are to be amended shall be given to each member by mail or email (30) days before the meeting. Notice of amendments shall be given to all members within 30 days of adoption. 

ARTICLE IX

RESTATEMENT OF PURPOSE

9.01     Notwithstanding any other provision of these Articles, the purposes for which the corporation is organized are exclusively for charitable, religious, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provision of any future United States Internal Revenue Law.

9.02     This corporation is organized exclusively for charitable, religious, and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provision of any future United States Internal Revenue Law

9.03     No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, trustees, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this Article and Article II. No substantial part of the activities of the corporation shall be the carrying on of 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 any candidate for public office.  Notwithstanding any other provision of these articles, the corporation shall not carry on any other 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 the corresponding provision of any future United States Internal Revenue Law).

9.4       Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation to the American Highland Cattle Association, or in such manner as the Board of Directors shall determine, or to such other organization or organizations organized and operated exclusively for charitable, religious, or educational as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United State Internal Revenue Law).  Any such assets not so disposed of shall be disposed of by the court of the county in which the domicile of the corporation is then located, exclusively for such purposes to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

9.5       The corporation shall also have all rights and powers that are reasonably necessary to accomplish the stated purposes of the corporation.

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We, the undersigned being all of the Officers and Directors of the above named corporation, do hereby ratify and adopt the foregoing Amended Bylaws as the Bylaws for the regulation of the affairs of said corporation, as presented to the members on June 22, 2025.

          Dated this _________ day of ____________________, _____________.

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