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By-Law of the

Kentucky Charolais Association, Inc.

Article I

The principal office of the corporation in the state of Kentucky shall be located at the

residence of the President of the Association. The corporation may have such other

offices either within or without the State of Kentucky as the Board of Directors shall

determine or as the affairs of the corporation may require from time to time.

The corporation shall have and continuously maintain in the State of Kentucky a

registered office and registered agent whose office is identical with such registered

office. The registered office may be, but need not be identical with the principal office

in the state of Kentucky and the address of the registered office may be changed from

time to time by the Board of Directors.

Article II

Section 1: Residence

(A) Membership in this association shall be restricted to residents of the State of

Kentucky and to those non-residents who own and maintain herds of

Charolais purebred or crossbred cattle on land located within the boundaries

of the State of Kentucky and to such non-residents in adjoining states or other

areas as may be approved by the Board of Directors.

Section 2: Classes

(A) Active Member: The active membership of this association shall consist of

persons, firms, partnerships or corporations who own one or more Charolais

purebred or crossbred cattle and who are bonafide residents of the state of

Kentucky or whose cattle herd is located within the boundaries of areas

designated by the Board of Directors.

(1) Active Members of this Association are encouraged to also be members of the American-International Charolais Association.

(2) Active Members shall promptly notify the Secretary of this

association, in writing, the name of the person authorized to represent

their respective firm, partnership, or corporation. Such designated

persons shall have all the rights, privileges and consideration of an

active individual member.

(B) Associate Member. The associate membership of this association shall

consist of persons, firms, partnerships or corporations who are interested in

the promotion of the Charolais breed, but who otherwise do not meet the

requirements for active membership.

association shall consist of those persons who have attained a level of notable

recognition for their personal efforts in the promotion of the Charolais breed and

have been approved by the general membership at any annual or special meeting.

(D) Junior Members. The junior membership of this association shall consist

of those youths between the ages of 8 and 21 years of age as of January 1,

who are residents of the State of Kentucky and who are interested in the

promotion of the Charolais breed of cattle.

Section 3: Dues

(a) Active dues shall be $25.00 annually

(b) Associate dues shall be $25.00 annually

(d) Juniors membership dues shall be $10.00 annually

(e) All dues are annual, and are payable by July 1st each year. Dues paid

later shall not carry over past June 30. New members who pay after January

1 shall be carried forward in the following years membership.

Section 4: Admission to Membership

(A) Application for membership shall be in writing on blank forms provided by

the association and submitted to the Secretary or other such persons

designated by the Board of Directors. Members of any class shall be

admitted only by a majority vote of the Board of Directors.

Section 5: Voting Privileges of Members

(A) Each active member is entitled to one vote.

(B) Associate, Honorary and Junior members may participate in the discussion of

any regular or special meetings of the association, but shall not be entitled to

present any motions, nominations or exercise the privilege to vote.

Section 6: Termination of a Membership

(A) Membership in this Association shall automatically terminate upon failure of

a member to qualify as herein provided.

(B) Non-payment of Dues, members sixty days in arrears of payment of annual

dues, shall automatically forfeit their membership and be dropped from the

rolls by the Secretary. Reinstatement shall require payment of dues in full

and completion of the process for new membership.

American International Charolais Association shall automatically forfeit his

membership in this association.

Section 7: Expulsion

(A) The Board of Directors of the Association may prefer charges against any

member of this Association, based upon any infraction of the by-laws of the

association, or any conduct which may endanger the good order, welfare,

credit or reputation of this association.

(B) Any member against whom charges may have been preferred by the Board

of Directors, shall be advised in writing the nature of the charges, and the

time and place of a hearing to be held by the Board of Directors on such

charges. Such notice shall be given to such member at least thirty days prior

to the date of the hearing on such charges.

against any member at the time and place designated in said notice, and if

charges are sustained by sufficient proof and after an opportunity shall have been

given the charged members for hearing, the offending member shall be expelled,

provided that two thirds of the Board of Directors shall vote in favor thereof.

(D) Appeal. Any member suspended by action of the Board of Directors and

herein provided, may appeal such suspension to the members, by

representation in person, at the next regular annual meeting, provided, that

such suspended members shall have given written notice to the Secretary of

The Association, thirty days in advance of such annual meeting, of such

appeal. Notice of such appeal shall be contained in the notice of the annual

meeting. A majority vote of the members present at such annual meeting

shall be final as to the expulsion or reinstatement of such member who has

made appeal from the Board of Directors to the annual meeting.

(E) The final expulsion of a member of this Association shall be reported by the

Secretary to the American-International Charolais Association and cause for

such expulsion outlined.

Article III

Annual and Special Meetings of the Membership

Section 1: The regular annual meetings of the members of the Association shall be held

within the State of Kentucky during the month of June or July of each year at the date,

hour and place fixed by the Board of Directors.

Section 2: Special meetings may be called by the President or any three members of the

Board of Directors on written notice given to the Secretary by the members.

Section 3: Thirty days written notice by the Secretary shall be given for all annual

meetings of the Association and ten days written notice by the Secretary to the members

for any special meetings.

Section 4: At both annual and special meetings, each person who according to the

records of the Association is an Active Member in good standing shall be entitled to cast

one vote on all matters requiring a vote. A quorum for any annual or special meeting

shall consist of those active members present.

Section 5: A meeting of the Board of Directors may be called at any time by the

President, or any three members of the Board upon five days written notice of said

meeting. A Director may, in writing, waive said notice. A majority of the Board of

Directors shall constitute a quorum for the transaction of any business.

Article IV

Directors

Section 1: The Board of Directors shall consist of nine Active Members elected by the

membership, any officers who may be elected by the Board from non-director membership, and the immediate past president of the Board.

Section 2:At the first annual meeting of the Association, three directors shall be elected

for a term of one year, three shall be elected for a term of three years, or until their

successors have been duly elected and qualified.

Section 3: The President at least sixty days before the annual meeting shall appoint a

nomination committee of not less than three active members who shall report to the

Association on the call of the President, those individuals who have been nominated for

the Board of Directors and of the Association. The President shall call for other

nominations for such Board of Directors from the floor. Elections shall be by a majority

vote of the members present. Nominations for officers, with the exception of Treasurer,

shall be presented at the new Board of Directors meeting and shall take office following

their election. The Treasurer shall be elected/reappointed by the Board at the first

meeting of the Board of Directors following the end of the year on December 31.

KENTUCKY CHAROLAIS ASSOCIATION