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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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