Proposed By-Laws

Published March 8, 2026

OKLAHOMA SIMMENTAL SIMBRAH ASSOCIATION

BYLAWS

ARTICLE I – NAME

Section 1. The name of this corporation shall be the Oklahoma Simmental Simbrah Association, which shall hereinafter be referred to as the Association.

ARTICLE II – AIMS AND OBJECTIVES

Section 1. The Association has set as its primary objectives the development and promotion of the Simmental and Simbrah breeds of cattle in the State of Oklahoma. It is believed that both these breeds can make important contributions towards the improvement of the cattle industry in Oklahoma. The Association is open to all individuals interested in Simmental and/or Simbrah cattle.

ARTICLE III – MEMBERSHIP

Section 1. Application for membership must be made in writing to the Association’s Secretary-Treasurer.

Section 2. The Board of Directors (the “Board”) shall have the power to accept or reject any application for membership in the Association.  The Board shall have the power to suspend or expel any member who conducts himself in a manner detrimental to the Association or fails to comply with the Association’s rules and regulations without refund of membership fees or dues.

Section 3. A person whose membership has been revoked must make a written application to the Board for reinstatement, and such person's membership may be reinstated only after having received a three-fourths (3/4) affirmative vote from the Board.

Section 4. Membership in the Association shall be open to both individuals and officially organized or incorporated entities (such as corporations and limited liability companies).  Any entity holding membership in the Association shall specify in writing the person authorized to vote or act on its behalf at any meeting of the Association.

Section 5. To qualify for membership in the Association, one must (1) be interested in Simmental and/or Simbrah cattle; and (2) pay membership dues, the amount of which shall be set by the Board. There is only one vote per membership.

Section 6. All members of the Association shall have a right to vote on any matter requiring a vote of the Association’s entire membership.  However, election to the Board or to any officer position shall only be open to members who are individuals whose place of permanent residence is located in the State of Oklahoma.  Members who are entities and/or members who reside outside the State of Oklahoma shall not be eligible for election to the Board or any officer position.

Section 7. Honorary members are individuals who have made outstanding contributions to the development of Simmental and Simbrah cattle in Oklahoma. They are elected by the general membership of the Association provided they have been recommended for such an appointment by a prior resolution by the Board. Honorary members are not entitled to vote, nor may they hold elected office.

Section 8. The Association shall hold one (1) membership meeting each year, which shall be the Association’s Annual Meeting.  The call for the Annual Meeting shall be issued electronically at least thirty (30) days in advance and notice of the annual meeting shall be posted on the Association’s website at least thirty (30) days in advance.  The Annual Meeting shall be open to all members. Members from two (2) different Districts shall constitute a quorum at any membership meeting.

ARTICLE IV – OFFICERS & DIRECTORS

Section 1. Duties of Officers.

 A.  The President shall preside at meetings and shall be Chairman of the Board. He/She shall issue the call to meeting for all Board meetings.                He/She shall carry on the business of the Association under the Articles of Incorporation, the Bylaws, and the instructions of the Board of                  Directors.

 B.  The Vice President shall, in the absence of the President or at the President’s request, perform the duties of the President.

 C.  The Secretary-Treasurer shall assist the President in managing the business of the Association. He/She shall be the official custodian of the            seal and records of the Association. He shall see to the financial affairs of the Association. He/She shall perform such other duties as may be          delegated to him by the President or the Board.

 D.  The Board may employ an Executive Secretary. He/She shall assume the duties of the Secretary-Treasurer and the business affairs of the                Association in accordance with policy directives from the Board as communicated to them by the President.

 E.  The Executive Secretary may act as the authorized representative of the Board in conducting the business of the Association. He/She may be         responsible for the safekeeping of all securities and monies of the Association and shall direct the keeping of proper books of account. He/She      may perform all duties as may be directed by the Board. He/She may hire and discharge all employees of the Association, with the approval of      a majority of the Board.

Section 2. Duties of Directors

A. The policies and affairs of the Association shall be established and administered by a Board of Directors. The Board shall consist of eight (8)         directors: four (4) at-large directors, and four (4) district directors. The at-large directors shall be elected from the general membership at the       Annual Meeting and shall serve a term of three (3) years. The district directors shall be elected by each district caucus at the Annual Meeting         and shall serve a term of three (3) years.

The Districts are as follows:

1. District 1 (NE): An area bound on the north by Kansas, east by Missouri and Arkansas, south by l-40 and west by I-35.

2. District 2 (SE): Bound on the north by l-40, east by Arkansas, south by Texas, west by l-35.

3. District 3 (NW): Bound on the north by Kansas and Colorado, east by l-35, South by l-40, west by Texas and New Mexico. District 3 includes the Oklahoma Pandhandle.

4. District 4 (SW): Bound on the north by l-40, east by l-35, south by Texas, and west by Texas.

B.  If a district fails to elect a member currently living within that district, the newly formed Board shall appoint a Director to serve a one-year               term. 

C.  The Directors shall elect from among their own number a President, Vice President, and Secretary-Treasurer. They will serve a one-year term           and may succeed themselves for one additional term. The election of officers shall be held at the Annual Meeting.  In meetings of the Board of       Directors, the President shall only be permitted to vote in the event of a tie.

 D. If any vacancy occurs before expiration of the term of any member of the Board of Directors, then the Board of Directors shall select a new Director to serve for the remainder of that unexpired term.

E.  In any action, suit, or proceeding against the Association, or officers and/or directors in their capacity as officer/director, the Board shall select,      hire, and pay for counsel for said officer/director to defend him in any said suit. The Board shall retain the sole power to settle any and all suits      and claims against it and its officers and directors, as it deems appropriate. The Association shall reimburse and indemnify said officers or             directors for all reasonable expenses incurred by them in connection with said action, suite or proceeding. This agreement to defend,                       indemnify, and hold officers and directors harmless from any judgments applies only to acts performed by said officer or director in the scope        of duties as an officer or director of the Association.

 F.  Five (5) Directors shall constitute a quorum of the Board of Directors for the transaction of business at any meeting.

G.  To the fullest extent permitted by law, the Board and the Executive Committee may conduct business by electronic means, which may                      include, but is not limited to, conducting meetings telephonically or via videoconference, voting on items telephonically or via                                  videoconference,  and taking action telephonically or via videoconference.

ARTICLE V – COMMITTEES

Section 1. Executive Committee: This committee shall consist of the President, Vice President, and Secretary-Treasurer, and any additional Directors elected by the Board. The President shall serve as Chairman. It shall be this committee’s duty to conduct the affairs of the Association between Board meetings and carry out the instructions of the Board.

Section 2. Financial Committee: Shall be composed of the Executive Committee members. The Secretary-Treasurer shall be Chairman. This committee's purpose shall be to prepare a budget and submit it to the Board for approval. They shall also make recommendations to the Board for the investment of available funds.

Section 3. Fairs and Shows: This committee shall make recommendations pertaining to live animal displays.

Section 4. Nominating Committee: The President shall appoint one member to this committee from each of the four (4) districts. The Nominating Committee shall be appointed annually at least 90 days prior to the Annual Meeting to nominate directors for the Association. Each member of this committee will make his report to his District caucus during the Annual Meeting. Nominations other than those brought by District members of the nominating committee may be voted on at the District caucus. A simple majority of District members present shall be required to elect a District director. The election of each District’s director shall be presented at the Annual Meeting.

Section 5. Membership and Promotion: This committee shall promote and encourage membership in the Association and certify the membership at the Annual Meeting for voting purposes. This committee shall make recommendations concerning the advertising and promotion of Simmental and Simbrah cattle to ensure the proper image at sales and in state publications. It shall work in cooperation with the American Simmental Association.

Section 6. Youth Activities Committee: Shall assist and promote the Oklahoma Junior Simmental Simbrah Association.

Section 7. Performance and Sale Committee: Shall be responsible for setting and implementing rules and/or guidelines pertaining to (1) the performance and quality of Simmental and Simbrah cattle in state-sanctioned sales, and (2) the Association’s performance testing activities.

ARTICLE VI – BYLAWS AMENDMENTS

Section 1. The Board may, at any regular or special meeting of the Board, approve amendments to these Bylaws.  After approval by the Board, all amendments must be approved at any meeting of the membership of this Association by the affirmative vote of two-thirds (2/3) of the members present and voting, provided that written notice of the substance of any proposed amendment shall first have been posted on the Association’s website at least thirty (30) days in advance of the meeting.

ARTICLE VII – DISSOLUTION OF ASSOCIATION

Section 1. The Association may be dissolved only by a two thirds (2/3) majority vote of the members present and voting at a meeting called specifically for the purpose of dissolution.  Written notice of the proposed dissolution must be provided to all voting members and the American Simmental Association at least thirty (30) days prior to the meeting. 

Section 2.  Upon approval of dissolution, the Board shall proceed to close all affairs of the Association, including but not limited to:  settling all outstanding debts and obligations, disposing of assets in accordance with these bylaws and applicable law, and preparing a final report of disposition of all Association assets and liabilities.  The Board shall continue to serve until all matters relating to the dissolution of the Association have been settled. 

Section 3.  No part of the Association’s net earnings shall benefit any individual member, officer or director.  Upon dissolution and after the payment or provision for all liabilities, all remaining assets shall be distributed exclusively to one or more nonprofit organizations that promote youth development, livestock education, cattle-breed improvement, or with purposes similar to those of the Association, as determined by the Board.  The recipient organization(s) must qualify as tax-exempt under Section 501(c)(3) or 501(c)(5) of the Internal Revenue Code (or the corresponding section of any future federal tax code applicable to tax-exempt entities). 

Section 4.  All corporate records, including financial and membership records, shall be preserved or disposed of in accordance with applicable law.  A final written report of dissolution shall be prepared and made available for the membership.