Revised and Restated May 7, 2017

Contents

1.  Name

2.  Purposes and Powers

3.  Members

4.  Board of Directors

5.  Officers

6.  Indemnification

6. Financial Procedures

8.  Dissolution

9.  Amendments

Article I. Name

1.1 Name of the Corporation

The name of this corporation shall be The Midwest Highland Cattle Association. The Midwest Highland Cattle Association is a Michigan Corporation. The Federal Tax ID number for The Midwest Highland Cattle Association is 38-3270088.

1.2. Affiliation

This Corporation is affiliated with the American Highland Cattle Association according to the rules set forth by same.

Article II. Purposes and Powers

2.1.  Purposes and Powers of the Corporation

The purposes and powers of this corporation:

This organization is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

In particular, it is organized to promote and encourage improvement of the Highland Cattle breed; disseminate information to the association members, and to be a source of information for breeders and prospective owners of Highland Cattle, and shall adhere to the rules, regulations, standards and practices of the American Highland Cattle Association, as enacted and maintained by said Association from time to time.

To solicit and receive grants, contributions and other property, to enter into contracts, to engage needed personnel and services, and to transfer, hold or invest such property as may be required to carry out the purposes of this corporation.

2.2.  Restrictions on Powers

No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under Section 170.(c)(2) of the Internal Revenue Code, or corresponding section of any future tax code.

Upon the dissolution of the organization, the assets of the Corporation shall be distributed to the American Highland Cattle Association or any of its affiliated regional associations, one or more exempt organizations, whose purposes are similar to that of this organization and which fit within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. In the alternative, and only in the event a 501 (c) (3) corporation with similar purposes is not available, the assets of the Corporation may be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Circuit Court for the county in which the principal office of this corporation is then located. Said assets shall be distributed exclusively for such purposes or to any such similar organization or organizations, as said Court shall determine, which are organized or operated exclusively for purposes similar to the purposes of this organization and which comply with Section 501 (c) (3) of the Internal Revenue Code, or corresponding sections of any future federal tax code.

Article III. Members

3.1.  Members of the Corporation

This corporation shall be operated on a directorship basis with a voting membership; it shall not have stockholders. Members shall be those who adhere to the purposes of the Corporation and shall pay such dues and assessments as the directors shall from time to time require. The directors may provide for non-transferable life memberships.

3.2.  Dues and Assessments

Membership dues and special assessments shall be set by a vote of 2/3 of the Board of Directors and approved by a majority vote of the Membership.

3.3.  Voting Rights

Voting rights shall be limited as follows: who have attained the age of 18 years prior to the date of the Notice of the meeting at which the member intends to vote; to members in good standing of the Corporation that own registered Highland Cattle at the end of the most recent fiscal quarter prior to the call for a meeting; and, have been a Member for at least 6 months prior to the mailing of the Notice of the meeting as set forth herein. Each membership shall consist of the member, his/her spouse or cohabitant, and any children under the age of 18 years living in the same household, and shall collectively represent one vote.

Members that have not owned registered Highland Cattle in the past, or do not currently own registered Highland Cattle, shall be non-voting members.

The Directors may provide for other non-voting special memberships. Voting by absentee ballot shall be allowed for votes cast on election of Directors and Officers only. No provision shall be made for casting a proxy vote except as provided herein.

Members are deemed to be in good standing if their dues are fully paid to the Midwest Highland Cattle Association, are in good standing with the American Highland Association, and there is no action pending against said Member(s) by the Board of this Corporation.

The Secretary and/or Treasurer shall determine in their sole discretion, based upon their respective books and records, the eligibility of a Member to vote. The Secretary may rely upon reports from the American Highland Cattle Association if a Member owns Registered Highland Cattle at the time specified herein, and if said any Members of this organization are not in good standing with the American Highland Cattle Association.

3.4.  Annual Meeting of Membership

The Corporation shall hold an Annual Meeting each year, to review the financial condition of the Corporation; to receive reports concerning the affairs of the Corporation; and, to elect Directors. The meeting shall be called by the Board of Directors, and shall be held during the months of March, April or May of each year, at a time and place determined by the Board of Directors. The Secretary of the Corporation will give at least

(30) days written notice of the annual meeting of members. A quorum shall consist of at least 7 members present. The members shall be presented and pass upon the financial and operating reports of the previous fiscal year and transact such other business as may come before the meeting.

 The election of Directors shall take place each year pursuant to Article 4.2 as set forth below.

3.5.  Special Meetings

Special meetings of the membership may be called by the President or a majority of the Board of Directors may call a Special Meeting of the Membership, with a minimum of thirty (30) days written notice thereof. Notice of such meeting shall be sent by the Secretary and said notice shall state the time, date and location, and the purpose of the special meeting. No business other than that for which notice has been given may be transacted at said Special Meeting. No proxy voting shall be allowed.

3.6.  Order of Business

The order of business at any regular meeting and so far as possible at all other meetings shall be as follows:

•  Call to order and proof of quorum; Proof of Notice of Meeting;

• Reading, action and approval of the minutes of the prior meeting(s); Reports of Officers and Committees;

• Page 4 of 15 Unfinished Business; Election of Directors; Election of Officers; New Business;

• Set next meeting date and adjournment.

3.7 Location of Meetings

The Annual meeting of the Membership shall be held at a location determined by the Board. Meetings shall be held at times and places that are convenient to the Members in order to promote participation by the Members.

Article IV. Board of Directors

4.1.  Powers and Duties of the Board of Directors

All the rights, powers, duties, and responsibilities relative to the management and control of this corporation’s affairs are vested in the Board of Directors. These powers exist in the Board members meeting as a group and not in individual members or committees, except as such powers may be delegated by the Board. The members of the Board shall exercise reasonable care and prudence in the administration and affairs of this corporation and are responsible for seeing that the funds and property received by the corporation are disbursed only for the purposes for which they were given. The Board may not delegate this final responsibility and shall require a regular accounting of all funds disbursed by the corporation. The Board shall have the power to make and adopt such rules and regulations not inconsistent with law and these bylaws as it may deem advisable for the management of the business and affairs of the Corporation and rules for admission, suspension, and/or expulsion from the Corporation provided that such rules and regulation initially shall be approved by a majority of the members attending the annual meeting. The Board shall have the power to make and adopt such rules and regulations not inconsistent with law or these bylaws as it may deem advisable for the management of the business and affairs of the Corporation and rules for admission, suspension and/or expulsion from the Corporation. No director of the Corporation shall have any right, title or interest in or to any property or assets of the Corporation; either prior to or at any time of any liquidation or dissolution of the Corporation. No Director shall receive any compensation for their services.

4.2.  Directors: Number and Term of Office

The General Powers of the business and affairs of the Corporation shall be managed by a Board of Directors, selected by general vote of the membership. Board Members shall be elected from the list of voting Members that are entitled to vote at the time Notice of the meeting to elect Board Members is given. The Board of Directors shall have at least five (5), but no more than nine (9) members, grouped in three substantially equal classes. Each class shall have a term of three years, except initially, in order to stager the terms. Initially Class I shall have a term of 1 year, Class II shall have a term of two years, and Class III shall have a term of 3 years.

Directors shall be elected annually at a general meeting of the Membership, to be held at the annual meeting each year as defined in Section 3.4, at a time and place set by the Board of Directors. The three (3) year terms of newly elected Directors shall begin July 1st in the year following their election and they shall serve until their duly elected successor is elected, or until they resign. After serving three consecutive elected terms (for this purpose a full term shall be considered of two years or more if an individual fulfills the unexpired term of another director) a director shall not be eligible for re- election for one year. Vacancies among regular directors occurring between annual meetings may be filled by appointment by the President and confirmed by majority vote of the Board. The Director so appointed shall serve until the next annual election of officers, at which time a successor shall be elected to serve the remained of said unexpired term.

4.3.  Nomination of Directors

A nominating committee consisting of three (3) Voting Members, at least two of which shall be Board Members, shall be named by the Board at its annual meeting. The committee shall nominate qualified persons who are willing to serve as members of the Board. Said Nominations shall be published in the Notice of the meeting called for the election of Directors, as set forth herein. Nominations of qualified Members, from the floor of the annual meeting to elect officers and directors shall be considered, but only if the member is present and agrees to be nominated and to serve; or, if the member to be nominated is not present, has provided a written, notarized statement to the Board agreeing to the nomination and indicating a willingness to serve. The persons receiving the greatest number of votes shall fill the open terms for which the candidates were nominated.

4.4.  Resignation of Directors

Any Director may resign at any time by delivering a written resignation to the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective (unless acceptance is made a condition or the resignation).

4.5.  Removal of Directors

If any Director is absent from more than twenty-five percent (25%) of the meetings of the Board called in any one (1) calendar year, said fact shall be made to appear in the minutes of the Board, and said Director shall be automatically removed from the Board, and any offices held shall be relinquished. At the discretion of a two thirds vote of the Board, imposition of this rule may be waived due to extenuating circumstances, if said Director seeks such waiver in writing. Any Director may be removed at any time for cause, including conduct injurious to the best interests of the corporation, by the affirmative vote of two-thirds of the membership; provided that the notice of the meeting specified the proposed removal vote.

4.6.  Meetings of the Board

The regular annual meeting of the Board of Directors shall be held on the call of the President each calendar year, at such place as shall be designated in the notice of the meeting, for the purpose of passing upon reports of the previous fiscal year, and transacting business as may come before the meeting. Said meeting shall be held in conjunction with the Annual Meeting of the Members of the Corporation, as set forth herein.

The Board shall also meet in person in conjunction with the fall meeting of the Members in conjunction annual election of officers. In addition, the Board shall hold at least two additional meetings, either in person or by conference call during each year.

 Minutes of all meetings shall be taken in writing and made a part of the permanent records of the Corporation.

4.7.  Special meetings of the Board

Special Meeting of the Board may be called by the President or by any three (3) Directors, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. The President or Directors who call the meeting shall fix the time and place for holding the meeting. Written notice of the time, place and purpose of the special meeting of the Board shall be delivered to each Director not less than ten (10) days previous thereto either personally or by United States Mail, by or at the direction of the Secretary, by the President, or by any three (3) directors calling the meeting. If mailed, such notices shall be deemed delivered when postmarked by the United States Mail and addressed to the Directors at their address as it appears on the record of the Corporation. The only business which may be transacted at a Special Meeting is that for which the written notice was given.

4.8.  Waivers of Notice

Any director may waive in writing any notice of a meeting required to be given by these by-laws. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting by such director except in case a director shall attend a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting has not been lawfully called or convened.

4.9.  Organization and Conduct of Board Meetings

The President (or Vice-President/President elect in the absence of the President) shall preside over each meeting of the Board. Meetings may be conducted either informally or by Robert’s rules of Order at the discretion of the presiding officer, unless a majority of those present request that Robert’s rules of Order be followed.

4.10.  Quorum

The presence of a majority of the Board members, in person or on the phone or by way of video conferencing facilities, shall be required at any meeting to constitute the quorum necessary for conducting business. If fewer members are present, any actions taken at the meeting will be valid only if all current Board members sign written consents supporting the actions.

4.11.  Voting

Except as otherwise provided by these bylaws or by statute, all matters before the Board shall be decided by a majority vote of the Board members present at a meeting. The presiding officer shall not vote unless there is a tie note. Board members may not vote by proxy.

4.12     Consent to Corporate Actions

Any action required or permitted to be taken pursuant to authorization of the Board may be taken without a meeting if, before or after the action, all directors’ consent to the action in writing. Written consents shall be filed with the minutes of the Board’s proceeding.

4.13     Meeting by Telephone or Videoconference

Any director may participate in any Board or committee meeting by conference telephone, videoconference, or any similar communications equipment through which all persons participating in the meeting can hear each other at the same time.

Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

4.14     Directors Emeritus

Upon recommendation by the Nominating Committee, or upon its own motion, the Board of Directors may elect one or more Directors-Emeritus with the right to attend all regular and special meetings of the Board of Directors, or any committee of the Board of Directors. Said Directors-Emeritus shall have no power to make motions or to vote, and shall not be counted in determining a quorum, and shall not be required to be provided notices of meetings.

Article V. Officers

5.1.  Officers: Titles and Qualifications

The principle officers of the Corporation shall be a President, Vice-President, Secretary and Treasurer, and other Officers as may be determined by the Board of Directors from time to time to perform such duties as may be designated by the Board. The President, Vice-President/President Elect, Secretary and Treasurer shall be members of the Board. The offices of Secretary and Treasurer may be combined and one Director may serve as Secretary/Treasurer. No other two offices shall be so combined.

5.2.  Election and Term of Office

The officers shall be elected by the Board each year at the annual meeting of the Board of Directors, which shall be held in conjunction with general meeting of the Membership each fall, as set forth herein. The terms of the Officers shall commence on July 1st of the year following their election.

Each officer shall hold office for a term of two (2) years, or until his or her successor shall have been elected, or until the officer becomes incapacitated, resigns, or is removed. The President and President Elect shall not hold a given office for more than two (2) consecutive terms.

5.3.  The President The President Shall:

a)         It is recommended, but not required, that the President to have first served at least one year as Vice President before being elected as President. The President shall be elected by the Board to serve a two (2) year term. The maximum number of consecutive years a person may serve as President is four (4) years.

b)    The President shall be the principal executive Officer of the Corporation, and unless otherwise determined by the Board shall preside at all meetings of the Board;

c)    Sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or instruments authorized by the Board to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed;

d)    Be responsible for executing or causing to execute all necessary tax returns and necessary filings and reporting for compliance with any Federal and State income or property tax laws.

e)    In general perform all duties incident to the office of the President and such other duties as may be prescribed by the Board from time to time.

5.4.  Vice President

The Vice President shall:

a.  In the absence of the President, or in the event of his resignation, removal or inability to act, the Vice President shall perform the duties or the President, and so acting shall have all the powers of the President until such time as the Board names a new President. In the event the Vice President is elected to fill the uncompleted term of the President, such duty shall not be counted as time said person held the office of President pursuant to Section 5.2 above, if said uncompleted term was less than 183 days in length. The Vice President shall also perform such other duties as from time to time may be assigned to him by the Board.

5.5.  Secretary

The Secretary shall:

a)         Keep the minutes of all the meetings of the Members and of the Board in one or more books provided for that purpose;

b)    See that all notices are duly given in accordance with these by-laws or as requires by law;

c)    Keep a register of the names and post office addresses of all Members and Directors:

d)    Keep on file a complete copy of the Articles of Incorporation (as amended), the Bylaws of the Corporation (as amended), all contracts, tax returns and all other documentation of the Corporation, containing all amendments thereto and at the expense of the Corporation forward a of these materials and all amendments thereto to any Director or Member upon their written request;

e)    In general perform all duties incident o the office of Secretary, and such other duties as from time to time may be assigned by the Board.

5.6.  Treasurer

The Treasurer shall:

a)         Have general charge of the financial books and records of the Corporation;

b)    Have charge and custody of and be responsible for all funds and securities of the Corporation;

c)    Have charge and custody for the receipts for all moneys due and payable to the Corporation and the care and deposit of all such moneys in the name of the Corporation in such banks as shall be selected in accordance with the provisions of these by-laws; and

d)    In general perform all the duties incident to the office of Treasurer, and such other duties as from time to time may be assigned by the Board.

5.7.  Bonds of Officers/Agents

The Secretary, Treasurer and any other Officer or agent of the Corporation charged with the responsibility for the custody of any of its funds or property shall give bond in such sum and with such surety as the Board may determine. The costs of the bond or surety shall be assumed by the Corporation.

5.8.  Resignation of Officers

Any Officer may resign at any time by delivering a written resignation to the President or Secretary, or Treasurer of the Corporation. The acceptance of a resignation shall not be necessary to make it effective (unless acceptance is made a condition or the resignation). An officer may resign as an Officer without resigning from the Board.

5.9.  Removal of Officers

Any officer may be removed at any time by a vote of two-thirds of the Directors then in office.

5.10.  Assistant Secretary(s).

If one or more shall be elected, the Assistant Secretary shall serve in the absence of the Secretary and shall have all the authority and duties vested in the Secretary. He or she shall perform such duties as may be assigned to him or her by the Secretary or the Board of Directors.

5.11.  Assistant Treasurer(s).

If one or more shall be elected, the Assistant Treasurer shall serve in the absence of the Treasurer and shall have all the authority and duties vested in the Treasurer. He or she shall perform such duties as may be assigned to him or her by the Treasurer or the Board of Directors.

5.12.  Board Representative to the American Highland Cattle Association (“AHCA”) Board of Directors.

The Representative shall be elected by the Board, at its annual meeting, at which time it elects officers. Said Representative shall have a term of three (3) years and said Representative shall represent the Board on the AHCA Board until he/she is replaced by the Board. In order to promote the best possible communication from the Board and the membership to AHCA, the Representative should be a member of the Board if possible. In the event a Board member is unwilling or unable to perform the duties of the Representative, the Board may select the Representative from the active membership of the corporation.

5.13 Vacancies

Any vacant office may be filled for the unexpired portion of the term by the Board at one of its regular meetings or a special meeting called for that purpose.

Article VI. Indemnification

6.1  Indemnification of volunteer Directors and Officers

No member of the Board of Directors of the Corporation who is a volunteer director, and no volunteer officer, as those terms are defined in the Michigan Nonprofit Corporation Act, as amended (the “Act”), shall be personally liable to the corporation or its members for monetary damages for a breach of the director’s or officer’s fiduciary duty. However, this provision shall not eliminate or limit the liability of a director or officer for any of the following:

a.          A breach of the director’s or officer’s duty of loyalty to the corporation or its members; and,

b.    Acts of omissions not in good faith or that involve intentional misconduct or a knowing violation of the law; and,

c.    A violation of Section 551 (1) of the Act; and,

d.    A transaction from which the director or officer derived an improper personal benefit; and,

e.    An act or omission occurring before the filing of these Articles of Incorporation; or,

f.    An act or omission that is grossly negligent.

Any repeal, amendment or other modification of this section shall not adversely affect any right or protection of any volunteer director of the corporation existing at the time of such repeal, amendment or other modification for or with respect to any act or omission occurring prior to the time of such repeal amendment or other modification.

6.2  Parties covered by Indemnification.

The Corporation shall indemnify any person who is or was a volunteer director of the Corporation, volunteer officer Corporation, or a volunteer director or officer of the Corporation that is serving at the request of the Corporation as a volunteer director, officer, volunteer or agent of another corporation, trust, or similar enterprise, against all expenses and liability, including attorney fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding to the full extent possible under the Michigan Non-Profit Corporation Act from time to time in effect, for all acts or omissions of a volunteer director occurring on or after the filing of these Articles of Incorporation and incurred in good faith performance of the volunteer director’s duties. However, except with respect to actions, suits or proceedings initiated by any such person to enforce his or her rights to indemnification or advancement or expenses, the corporation shall only indemnify any such person in connection with any suit, action or

proceeding which said person wishes to initiate, if the action, suit, or proceeding was authorized or ratified by the Board of the Corporation. The Corporation shall not assume any liability to the extent the assumption is inconsistent with the status of the corporation as an organization described in Section 501 (c) (3) of the Code.

6.3    Indemnification of Volunteers.

The Corporation shall assume all liability for all acts or omissions of a volunteer officer or volunteer director or other non-officer/director volunteer, as those terms are defined in the Act, occurring on or after the effective date of filing of these Articles of Incorporation if all of the following are met:

a.       The volunteer was acting or reasonably believed he or she was acting within his or her authority; and,

b.   The volunteer was acting in good faith; and,

c.   The volunteer’s conduct was not an intentional tort; and,

d.   The volunteer’s conduct was not a tort arising out of the ownership, maintenance, or use of a motor vehicle for which tort liability may be imposed as provided in Section 3135 of the Insurance Code of 1956, Act No. 218 of the Public Acts of 1956, being Section 500.3135 of the Michigan Compiled Laws.

6.4    Advancement of payments.

Expenses, including attorneys’ fees, incurred in defending any civil or criminal action, suit, or proceeding referred to in this Article (other than a suit, action or proceeding initiated by a person with respect to which indemnification is not mandated as set forth in this Article) shall be paid by the Corporation in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking agreeing to the repayment of said expenses, by or on behalf of the person seeking such advancement, that if he or she is subsequently determined not to be entitled to indemnification by the Corporation. Such undertaking shall be an unlimited general obligation of the person on whose behalf advances are made, but need not be secured.

6.5  Employees, agents, and other volunteers.

The Corporation may, by action or approval by its Board of Directors, provide indemnification and/or advancement of expenses to employees, or other agents or volunteers of the Corporation who are not volunteer directors or officers in the same manner and to the same extent as such rights are provided to directors and officers pursuant to this Article.

6.6  Non exclusive provisions.

The indemnification and advancement of expenses provided by or granted pursuant to this Article shall not be deemed exclusive of any other rights to which those seeking Indemnification or advancement of expenses may be entitled under these Articles of Incorporation, the Bylaws of the Corporation, contractual agreement, or otherwise by law and shall continue as to a person who has ceased to be a volunteer director, officer or agent of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person.

6.7  Changes in Law concerning Indemnification

If the Act is amended after the filing of these Articles of Incorporation to authorize the further elimination or limitation of the liability of directors, officers, or non-director volunteers of nonprofit corporations, then the liability of the corporation’s directors, officers, and non-director volunteers, in addition to the limitation, elimination, and assumption of personal liability contained in the Article, will be assumed by the corporation or eliminated or limited to the fullest extent permitted by the Act as so amended. No amendment or repeal of this Article will apply to or have any effect on the liability or alleged liability of any such person for any acts or omissions occurring prior to the effective date of any such amendment or repeal.

Article VII. Financial Procedures and Restrictions on Transactions

7.1     Fiscal Year

The fiscal year of the corporation shall end on the last day of December beginning December 31, 1995. The summary of the corporation’s receipts and expenditures and a balance sheet listing all its assets and liabilities shall be prepared shortly after the end of each fiscal year.

7.2     Deposits and Withdrawals of Funds

All funds of the corporation when received shall be deposited in such banks or other reliable depositories as the Board may direct. All withdrawals of funds and checks from the corporate account(s) shall be signed by an officer. No payments in excess of one thousand ($1000) dollars shall be made without having been approved in the corporation’s annual budget; or, authorized by the Board.

7.3     Loans

No loans or advances shall be granted by the corporation without the authorization of the Board. Each recipient of any such loan must sign a written promise to repay the amount received with reasonable interest. No officer of the corporation shall procure a loan on behalf of the corporation without the authorization of the Board. Any such

authorization may be general or specific and may include authorization to pledge any securities or other property of the corporation as security for the loan or advance.

7.4     Signing Contracts

Except as otherwise provided in these by-laws, the Board may authorize any officer of officers, or agent(s), to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation and such authority may be general or confined to specific instances.

7.5     Compensation of Directors

The Directors of the Corporation shall serve as such without salary, but the Board may authorize the payment of reasonable expenses incurred by Directors in performance of their Board duties (or per diems) and reasonable compensation for special services rendered by any Director. Except as provided in this section, no officer or Director shall receive any compensation directly or indirectly from the corporation

Article VIII. Dissolution

8.1 Dissolution and Disposition of Corporate Assets

Upon the dissolution of the corporation and after the provision for payment of all the liabilities of the corporation, the Board shall dispose of all the assets of the corporation exclusively for the purposes of the corporation, or the American Highland Cattle Corporation, its lawful successors, or assigns. Any assets not so disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the corporation is then located.

Article IX. Amendments

9.1 Changes

These bylaws may be altered, amended or repealed, or rules and regulations modified by the affirmative vote of two-thirds of the Directors present at any regular or special meeting, and approved by a majority of the Members at any regular annual meeting or special meeting called for the purpose, provided the notice of such meeting shall have contained a copy of the proposed alteration, amendment, or repeal. (Rev. 2/13/00)

Declaration

I hereby certify that the above is a true and accurate copy of the Bylaws, as amended, of the Midwest Highland Cattle Association. Said Bylaws were duly adopted and were put into full force and effect on May 7, 2017.

Steven Palosaari Secretary/Treasurer The Midwest Highland Cattle Association