BYLAWS OF COWJOY FARM
Article I – Name and Purpose
Name. The name of this organization shall be Cowjoy Farm (the “Corporation”).
Purpose. Cowjoy Farm is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. The Corporation’s mission is to improve the welfare of cattle and strengthen human–cattle relationships through education, outreach, and compassionate handling practices.
Article II – Offices
Principal Office. The principal office shall be in the State of Texas, at such address as the Board of Directors (“Board”) may designate.
Other Offices. The Corporation may maintain additional offices as the Board determines.
Article III – Membership
No Members. The Corporation shall have no voting members. All powers of the Corporation are vested in the Board.
Article IV – Board of Directors
Authority. The affairs of the Corporation shall be managed by the Board.
Number. The Board shall consist of not fewer than three (3) and no more than eleven (11) Directors.
Election and Term. Directors shall be elected by a majority vote of the existing Board to serve for three (3) years or until a successor is elected.
Duties. Directors shall:
Uphold the mission of the Corporation
Establish policies and oversee programs
Ensure fiscal integrity and accountability
Meetings. The Board shall meet at least quarterly. Special meetings may be called by the Chair or by any two Directors.
Quorum and Voting. A majority of the Directors then in office constitutes a quorum. Actions are approved by a majority vote of those present.
Removal. Any Director may be removed by a two-thirds (2/3) vote of the Board for cause.
Vacancies. Vacancies may be filled by a majority vote of the remaining Directors.
Article V – Officers
Officers. The Officers shall consist of a Chair (or President), Vice Chair (or Vice President), Secretary, and Treasurer, and such other Officers as the Board may establish.
Election and Term. Officers are elected annually by the Board from among its members.
Duties.
Chair/President: Presides at meetings, represents the Corporation, and ensures implementation of Board decisions.
Vice Chair/Vice President: Assists the Chair and acts in their absence.
Secretary: Keeps minutes, maintains records, and provides required notices.
Treasurer: Oversees finances, prepares reports, and ensures compliance with financial policies.
Article VI – Committees
The Board may establish standing or ad hoc committees as needed to carry out the work of the Corporation.
Committee members may include non-Directors, but each committee must be chaired by a Director.
Article VII – Fiscal Matters
Fiscal Year. The fiscal year shall be January 1 through December 31.
Checks and Deposits. All checks, drafts, or orders for payment of money shall be signed by such Officer(s) or agent(s) as designated by the Board.
Gifts. The Board may accept any contributions, gifts, bequests, or devises for the purposes of the Corporation.
Article VIII – Conflict of Interest
Directors and Officers shall disclose any potential conflicts of interest and abstain from related voting, in accordance with a written Conflict-of-Interest Policy adopted by the Board.
Article IX – Indemnification
The Corporation shall indemnify its Directors, Officers, employees, and agents to the fullest extent permitted by law against liabilities incurred in connection with their service.
Article X – Non-Discrimination
The Corporation shall not discriminate on the basis of race, color, religion, gender, sexual orientation, national origin, age, disability, or any other status protected by law in any of its policies, programs, or activities.
Article XI – Amendment of Bylaws
These Bylaws may be amended at any regular or special meeting of the Board by a two-thirds (2/3) vote of the Directors then in office, provided that at least seven (7) days’ written notice of the proposed amendment is given.
Article XII – Dissolution
Upon dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or to the federal government or to a state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office is located.
Certification
These Bylaws were adopted by the Board of Directors of Cowjoy Farm on the 1st day of August, 2025.
