2024 TWA Bylaws Changes Matter

The Texas Wagyu Association (the “TWA”) recently sent out a notice for the upcoming meeting of members that included a set of changes to the TWA bylaws to be voted upon by the TWA membership at the upcoming meeting. I have had numerous communications from TWA members on these bylaws changes. I analyzed the requested bylaws changes and I am going to comment here so that I can refer people to this blog post rather than discuss this matter separately with everyone who contacts me.

Some TWA members seem to be of the belief that somehow the Australian Wagyu Association (the “AuWA”) has “infiltrated” the TWA and that the current TWA board of directors is helping the AuWA in having the TWA “turn its back on” the American Wagyu Association (the “AmWA”). This opinion by some TWA members seems to be based upon several factors, including: (a) the recent announcement by the AuWA on April 15, 2024 that the AuWA and TWA had entered into a “Partnership Agreement” and would be working together in certain ways and that there would be an ability for people or organizations to become members of both the TWA and AuWA through a single signup process including a single fee of $300 per year, (b) the TWA working with the AuWA to establish a physical office in Fort Worth shared with the AuWA, (c) the move of the long-standing TWA spring producer sale from Salado to Fort Worth, and (d) a believed new requirement that animals offered in the spring TWA producer sale be registered with the AuWA (which is not true – offered/consigned animals must be registered with either the AmWA or the AuWA), and (e) the bylaws change requests sent out by the TWA board of directors.

My analysis of the bylaws changes request does not result in me believing that the bylaws changes, solely, represent any type of “takeover” of the TWA by the AuWA or Australian interests, or that such changes do anything to further the TWA and AuWA relationship. Here is a link to a PDF file that contains a markup with my comments of the TWA bylaws changes sent out by the TWA board of directors. One bylaw change to the organization “purpose” section does in fact lessen the linkage between the TWA and the AmWA by eliminating the “in conjunction with the AmWA” text in the TWA’s “purpose”, but there is no reference to working more closely with the AuWA in the bylaws changes. And the requirement for TWA membership of members being a member in good standing with the AmWA remains unchanged, so certainly, these bylaw changes to not (by themselves) disassociate the TWA from the AmWA. Nor do the bylaw changes (by themselves) create any closer working relationship between the TWA and the AuWA.

Also, here is a link to a PDF file that contains the current TWA bylaws. These bylaws can also be (at the time of this post)_ accessed on the TWA website at https://texaswagyu.org/membership/association-bylaws/.

For TWA members wanting to discuss matters with TWA board members, the list of current TWA board members can be found on the TWA’s website here: https://texaswagyu.org/board-of-directors/

Lastly, I have been asked by some members of the TWA about the use of a proxy to vote their membership vote at the TWA meeting because they cannot be present at the meeting. While the TWA did not send out a proxy “card” or “form” the use of a proxy by members is allowed, as set forth in section in section 3.05 of the TWA bylaws. There are rules governing a member providing their membership vote by proxy, such as being a paid-up member in good standing at the time of providing the proxy to another person, and a requirement that the person who is given the proxy to cast votes for another member also be a TWA member in good standing, and that the proxy document be delivered to the TWA Secretary by 12:00 Noon on the first day of the subject meeting (in this case May 17th). Also, all matters to be voted upon by members will be decided by a simple majority of the members present at the subject meeting (in person or by proxy), with no minimum number of members needing to be present, all as set forth in section 3.05 of the current TWA bylaws. And each member is allowed to cast one vote on each matter put to a member for voting, so a member can vote “for” one matter and “against” another matter.

Hope this helps for those who are wondering about the proposed bylaw changes.