2019 PRCA Rule Book

B3.10.1 Higher Voting Requirement for Certain Amendments to Articles of Incorporation or Bylaws. With respect to any of the following actions to be taken by the Board of Directors, the affirmative vote or concurrence of at least seven members of the Board of Directors shall be required: (1) to amend the Articles of Incorporation or the Bylaws to affect any of the following: (i) the size or composition of the Board of Directors, (ii) a specified voting requirement of the Board of Directors set forth in these Bylaws, (iii) the composition or the voting rights of the membership, (iv) the composition or function of the Competition Committee, or (v) the procedures for amending the PRCA Official Rodeo Rules; (2) to adopt any amendment or modification to the Bylaws which has not been proposed and published in accordance with Bylaw B3.10.2; (3) to merge or consolidate the PRCA, to dissolve the PRCA voluntarily, or to sell, lease, exchange or otherwise dispose of all, or substantially all, of the property and assets of the PRCA not in the usual or regular course of its business. B3.10.2 Submission and Publication of Bylaw Amendment Proposals Prior to Action-Exceptions. Any proposed amendment or modification to the Bylaws shall be made in writing to the CEO stating the reasons therefore. Aproposal which is received no later than 5:00 p.m. Colorado time on the second Friday in March (the “Submission Deadline”) shall be published in the PRCA Business no less than once per month for one full year, and shall not be acted upon by the Board of Directors until the legislative meetings of the Board in the calendar year following the year in which the proposal was first published. Aproposal which is received after the Submission Deadline for any particular year shall be considered with the proposals which are received prior to the corresponding Submission Deadline in the following year; provided, however, that proposed amendments or modifications to the Bylaws may be made in writing to the CEO, stating the reasons therefore, by the Competition Committee, any of the Executive Councils or the PRCA staff no later than 5:00 p.m. Colorado time on the second Friday in April (which shall be published no less than once per month along with the other proposals referred to hereinabove), and still be considered for action by the Board with other proposals received by the Submission Deadline in the current year. The Board of Directors may, however, adopt a proposal to amend or modify the Bylaws which has not complied with these procedures if action is taken by the Board in accordance with Bylaw B3.10.1(2). In addition, the Board may amend or modify a properly submitted and published Bylaw amendment proposal without having to comply with the requirements of this Bylaw B3.10.2.

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