Texas & Southwestern

“The executive committee of the board of directors is composed of the three voting officers on the board, all living past-presidents of the board, the chair of the finance and audit committee, and 9 other directors elected by the board itself. The executive committee has full power to handle the affairs of the association at any time when the board of directors is not in session. This includes the specific authority to discharge any employee with or without cause, to discharge any officer for cause, and to appoint any director or past president to complete the remainder of the term of any officer who fails to complete their term of office for any reason. The executive committee may meet in person or by teleconference.”

“Due to the nature of the business and membership of the association, there are family and inter-generational relationships between some of the directors. This has no bearing on the governance of the organization. The association maintains records of all family and business relationships on file.”

“Texas & southwestern cattle raisers association is a membership organization. Most members are texas residents.”

“The board of directors is elected by vote of the membership.”

“The tax return is reviewed in detail and approved by the finance and audit committee, and prior to it being filed a copy is available to all members of the executive committee which constitutes the governing body and has been delegated with the primary power of governance by the board of directors.”

“The officers and board members provide annual written acknowledgement that they are in compliance with the conflict of interest policy. Any director, or member, who uses their membership or any position to which they are appointed or elected to the benefit of themselves, his/her company and/or benefactors, and/or to the detriment of the association or the livestock industry shall be subject to suspension or cancellation of membership as outlined in article iii section 4 of the tscra bylaws, as amended, which states: section 4. Any member who shall engage in activities detrimental to the association or the livestock industry shall lose membership and be expelled from the association. The board of directors shall have the authority to approve procedures to suspend or cancel membership due to detrimental behavior of a member.”

“The executive compensation committee is composed of the current three nonemployee officers of the association and the immediate past president. The committee is responsible for setting the executive vice president/ceo compensation. They base their recommendation on the individual's performance and current compensation data. Their recommendation is then ratified at an executive committee meeting, where minutes of the discussion and vote are kept.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“There is a finance and audit committee that oversees the annual audit process and the selection of an outside auditor. There has been no change to that process.”