Articles of Inc.
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Articles of Incorporation

of the

Texas Seed Trade Association

 

Article I

The name of the corporation is “Texas Seed Trade Association”.

Article II

The corporation is a nonprofit corporation.

Article III

The period of its duration is perpetual.

Article IV

Section 1. The purposes for which the corporation is organized are to promote general business interest of persons, firms, and corporations in the seed industry and its allied branches mainly located in Texas; to disseminate pertinent information related to planting seeds: to cooperate with governmental and private agencies and organizations working for the betterment and development of agriculture; to collect and disseminate information pertinent to the business of its members; to assist in the promulgation of trade rules, practices, and customs for those engaged therein; to investigate charges of fraudulent practices against members and officials of the State of Texas and the United  States; to investigate controversies arising from business transactions engaged in by its members when industry interests are involved, and to participate, so far as permitted by law, in the prosecution, defense, or settlement of litigation arising therefrom; to encourage and promote the sale of quality planting seeds; to encourage investment of public and private funds in plant breeding research that has reasonable expectation to result in improved varieties of all crops produced for feed, food, fiber, and landscape purposes and for the benefit of the general public; and, in general, to encourage all activities for the benefit of its members and the public at large that are permitted by law and that are properly within the scope of a trade association.

 

Section 2. The general purposes and powers are:

a.             To purchase, lease, or otherwise acquire, improve, construct, own, hold, use, maintain, operate, exchange, encumber, sell, convey, or otherwise dispose of, real and personal property of every kind, nature, or description, as may be necessary or desirable to promote the primary purpose of this corporation.

b.             To make and perform contracts of every kind for any lawful purpose without limit as to amount, with any person, firm, association, corporation, municipal or political subdivision.

c.             To have and exercise all the rights and powers conferred on nonprofit corporations under the Texas Non-Profit Corporation Act, as such law is now in effect or may at any time hereafter be amended.

d.             To do all other acts necessary or expedient for the administration of the affairs and attainment of the purposes of this corporation.

The foregoing statements of purposes and powers shall be construed as a statement of both purposes and powers, and the purposes and powers stated in each clause shall, except where otherwise expressed, be in no way limited or restricted by any reference to  or inference from terms or provisions of any other clause, but shall be regarded as independent purposes and powers.

Notwithstanding any of the foregoing statements of purposes and powers, this corporation shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purpose of this corporation as set forth in Section 1 of this Article IV, and nothing contained in the foregoing statement of purposes shall be construed to authorize this corporation to carry on any activity for the profit of its members, or to distribute any gains, profits, or dividends to its  members as such, except on dissolution and winding up.

This corporation is organized pursuant to the Texas Non-Profit Corporation Act and does not contemplate pecuniary gain or profit to the members thereof and is organized for nonprofit purposes.

 

Article V

Section 1. Any person, firm, or corporation, interested in the objects of this Association and subscribing to its purposes, may become a member. Membership shall consist of three classes, i.e., Active, Associate, and Honorary.


Section 2. Active membership shall consist of those engaged in the breeding, production, or sale of seeds and/plant parts, maintaining places of business in the State of Texas, whose application for membership, containing the Association’s Code of Ethics, shall be submitted properly signed and endorsed by one member in good standing, to the Board of Directors for their approval.

Section 3. Associate membership shall consist of those in any way engaged or connected with the seed industry and its allied branches, except those qualified for active membership.

Section 4. Honorary membership shall consist of those to whom, for any reason, this honor may be extended by a vote of the Board of Directors, without payment of dues or assessments.

 

Article VI

The corporation shall have no capital stock.

 

Article VII

The street address of the registered office of the corporation is 2000 S. Market St, Suite 300, Brenham, TX 77833, and the name of its registered agent at such address is Charles A. Leamons.

 

 

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Last modified: April 13, 2005