I. OBJECT

Section 1. The name of this organization shall be the Texas Center of Racing Pigeons Clubs, Inc., an AU Center, an organization chartered by the American Racing Pigeon Union (AU), to serve as an administrative extension of the AU to conduct AU matters within the defined territory of Texas, Oklahoma, Louisiana, Kansas, Arizona, New Mexico, Arkansas and Mississippi described as the “Center boundaries”, and approved by the AU Board of Directors, for the benefit of the organization and its members.

Section 2. The Clubs in the AU Center and their members shall all be affiliated with the American Racing Pigeon Union (AU), and will conduct it’s activities in compliance with the AU Constitution and Bylaws, its’ policies and Competition Standards. Members may affiliate with any other club or national organization on an individual basis as so desired. Membership for organizations within the boundaries of the Center shall not be mandatory.

Section 3. The Purpose of this Center is to promote and provide better communications between the member racing pigeon clubs, and the American Racing Pigeon Union, to promote, preserve and perpetuate the hobby of breeding and racing Homing Pigeons, and foster a positive social environment for AU members and their families.

II. EXISTENCE

The Center is not-for-profit corporation organized and existing under the laws of the State of Texas. The State of Incorporation of the Center may be changed from time to time if the Board of Directors of the Center deems it advisable to do so.

III. BOARD OF DIRECTORS

The Center Board of Directors consists of all elected officers and directors, and that Board is authorized with the ratification of the Delegates, to conduct all business of the Center, in accordance with this constitution and it By-Laws. No individual director or officer is authorized to act for the center or bind it to legal obligations unless authorized to do so by this constitution, the Center By-Laws, by vote of the Center board of Directors with the ratification of the Delegates, or in accordance with policies duly adopted by the Board of Directors and ratified by the delegates. The Center Board of Directors may establish such committees or appoint such persons designated to perform certain functions on behalf of the Center, as it deems necessary in order to carry out the business of the Center.

IV. MEMBERSHIP

The Center shall have individual members and clubs, which are affiliated with the AU and reside within the Center boundaries. The sole exception to this requirement shall be that all current members of the Center as of December 4, 2001 regardless of state of residence will be allowed to maintain their Center membership provided they are AU members or become AU members.

Members shall have the right to receive notice as to actions of the Center’s Board of Directors as provided by the Center By-Laws, to receive first priority as to any services rendered by the Center, and have the right to recall any officer or director in accordance with the Center By-Laws. There shall exist one general class of membership, the members of which shall have the right and power to elect officers and directors. The right of membership in the Center may be conditioned upon payment of dues by a member, eligibility for membership as determined by the Center, acceptable conduct on the part of any Center member, the agreement of any member to abide by and adhere to all rules, regulations, and policies of the Center, and the agreement of any member to by bound by any determination or ruling of the Center.

V. RESERVATION OF POWERS

Any club, combine, concourse, association, auxiliary, or other organization affiliated with the Center reserves all rights and powers to operate and conduct its own activities. Affiliated organizations may adopt and enforce their own constitutions and by-laws. Affiliated organizations may refuse membership only on the same grounds as described in the Center and the AU’s Constitution and Bylaws.

VI. ELECTION OF DIRECTORS OF OFFICERS

The members of the Center in any class of membership entitled to vote shall in accordance with the Center By-Laws, elect the directors and officers of the Center. The Center shall make reasonable efforts to assure that voting members of the Center have a reasonably proportionate representation and gross disparities between the numbers of persons represented by directors shall not be allowed. The Directors of the Center shall be selected within the geographic regions and the Center’s Board of Directors may modify or amend those regions within the center as needed to maintain substantially proportionate representation.

VII. AMENDMENT OF CONSTITUTION

The members of the Center may require a referendum vote on any proposed amendment hereto by filing with the Center Secretary of a petition stating the proposed amendment and signed by not less than five percent (5%) of the current Center members in good standing and with voting rights. Written notice to the membership of the Center of any proposed amendment, whether initiated by the Center Board of Directors or by petition of the membership, and written notice of the results of such election once completed, shall be provided not later than sixty (60) days prior to and after, respectively, the date of the vote on the amendment, by direct written notice to all current members delivered to the last known address of each such member or by publication in the Center Publication. An election to amend this Constitution shall result in the adoption of the proposed amendment if not less than 2/3 of those members who cast votes vote in favor of the amendment. Any amendment of this Constitution is effective of the 31^st day following either the date the Center’s Board of Directors vote to amend, if it has such power, or the date when the board canvasses the election results of a membership referendum vote and accepts that election as official.

VIII. MERGER OR DISSOLUTION

As per AU Policy (AU200.10) Center membership must maintain the minimal 200 individual memberships standard. Should membership drop below 200 individual members, the Center will be given notice and after 12 months, if the membership has not exceeded the minimal standard the Center Charter may be withdrawn.

The Center shall not be dissolved for any other reason without the consent, by referendum vote, of the members of the Center entitled to vote approves such actions by a two-thirds (2/3) vote, or by the action of the AU Board of Directors.

Upon dissolution, any property of the AU will be returned to the AU, including any funds that were withheld the past year’s member’s dues. Other assets shall be distributed on a pro rata bases by the Center Board of Directors to the members of the Center, after satisfying or making arrangements to satisfy any debts or legal obligations of the Center.

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