Texas & Southwestern Cattle Raisers Association

“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, 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.”

“Line 6 explanation - texas & southwestern cattle raisers association is a membership organization. Any individual owning cattle and rendering fifty head or more can apply for membership. Most members are texas residents.”

“Line 7a explanation - the board of directors are elected by vote of the membership.”

“Form 990 is reviewed by the ceo prior to filing. It is not distributed to the board of directors before submission to the irs.”

“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 vi miscellaneous provisions, section 1 suspension of member or cancellation of membership in the tscra bylaws, as amended, which states: section 1. Suspension of member or cancellation of membership. If it shall come to the attention of any member of the association that a member of the association is engaged or is being accused of being engaged in activities detrimental to the association or to the livestock industry, he shall immediately make such fact known to the president of the association, who shall thereupon cause a secret investigation to be made of the activities of such member. If by this investigation, it is determined that such member is in fact engaged or has been engaged in activities detrimental to the association or to the livestock industry, the president shall call a special meeting of the board of directors and inform them of the result of the investigation. The board of directors shall then notify such accused member to appear before it, at such time and place as may be determined by the board of directors, to show cause why his membership in the association should not be suspended or canceled. At this hearing, the accused member shall have the right to be represented by counsel if he so desires and, at his expense, shall have the right to have such witnesses as he may see fit to appear before the board and testify in his behalf. After such hearing, if two-thirds of the directors present determine that said member has been engaged or is engaged in activities detrimental to the association or the livestock industry, the board shall either suspend said member for a definite period of time or cancel his membership in the association. A member so expelled shall not be eligible to become a member of the association again for one (1) year. Further, if an elected leader is found to have a real or potential conflict of interest, the executive committee may exercise its authority to replace said leader as contained in article iv board of directors, section 7 executive committee, paragraph two in the tscra bylaws, as amended, which states: the executive committee shall have full power, at any time when the board of directors is not in session, to discharge any officer of the association for cause and to appoint any director or past president to complete the remainder of the term of any officer who fails to complete his term of office for any reason.”

“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 most recent change to evp/ceo compensation occured in june 2014.”

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

“Change in minimum pension liability -1,460,950.”