BYLAWS OF

MICHAEL RAETZSCH FOUNDATION

A TEXAS NONPROFIT CORPORATION

1. OFFICES

1.1. Principal Office.

The principal office of the corporation shall be located at 1025 N. Austin St., Seguin, Texas 78155.

1.2. Other Offices.

The corporation may have such other offices, either within or without the State of Texas, as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

1.3. Registered Office and Registered Agent.

The corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be; identical with the principal office of the corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.

2. MEMBERS

The corporation shall not have members.

3. BOARD OF DIRECTORS

3.1. General Powers.

The affairs of the corporation shall be managed by its Board of Directors. Directors need not be residents of Texas or members of the corporation.

3.2. Number, Tenure, Qualifications, Elections and Vacancies.

The number of Directors shall be no less than three (3) and no more than five (5). Each Director shall hold office until his successor shall have been elected or appointed, in the manner set forth in this Section 3.2, and qualified. Directors must be at least 21 years of age.

Thomas H. Raetzsch and Beth B. Raetzsch, so long as either is serving as a Director, shall have the sole right to appoint or remove any other director and to fill any vacancies on the Board of Directors.

In the event that either Thomas H. Raetzsch or Beth B. Raetzsch ceases to be a Director for any reason; Amy Beth Raetzsch shall have the option to become a member of the Board of Directors or continue on said Board if she is already a member. If Amy Beth Raetzsch chooses not to become a Director or remain a member, she may appoint a “member of Thomas Raetzsch’s family, Beth B. Raetzsch’s family or her own family ” (within the meaning of Internal Revenue Code of 1986, as amended, section 267(b)) to serve as a Director in her place.

When both Thomas H. Raetzsch and Beth B. Raetzsch cease to be Directors, the number of Directors of the Corporation shall be either three (3) or five (5). Such directors shall be: Amy Beth Raetzsch and two members of the family of Thomas H. Raetzsch or any member of his family’s family, the family of Beth B. Raetzsch or any member of her family’s family, or the family of Amy B. Raetzsch, as defined by section 267 (b) of the Internal Revenue Code (hereinafter referred to as “Family Directors”), and up to two other directors appointed by the Family Directors. The Family Directors shall have the sole right to appoint and remove the Directors they appoint and to fill any vacancies on the Board of Directors. The Family Directors shall have the sole right to appoint and remove the other two directors and to fill any vacancies on the Board of Directors as the result of its appointees.

3.3. Regular Meetings.

A regular annual meeting of the Board of Directors shall be held without other notice than this bylaw. The Board of Directors may provide by resolution the time and place, either within or without the State of Texas, for the holding of additional regular meetings of the Board without other notice than such resolution.

3.4. Special Meetings.

Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Texas, as the place for holding any special meetings of the Board called by them.

3.5. Notice.

Notice of any special meeting of the Board of Directors shall be given at least two (2) days previously thereto by written notice delivered personally or sent by mail or telegram to each Director at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be deliv­ered when deposited in the United States mail so addressed with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not law­fully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.

3.6. Quorum.

A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

3.7. Manner of Acting.

The act of a majority of the Directors at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.

3.8. Compensation.

Directors, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to pre­clude any Director from serving the corporation in any other capa­city and receiving compensation therefor.

3.9. Informal Action by Directors.

Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors.

4. OFFICERS

4.1. Officers.

The officers of the corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article. Election and Term of Office.

The officers of the corpo­ration shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.

4.2. Removal.

Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the con­tract rights, if any, of the officer so removed.

4.3. Vacancies.

A vacancy in any office because of death, resignation, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

4.4. President.

The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, by these bylaws, or by statute to some other officer or agent of the corporation; and in gen­eral he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

4.5. Vice President.

In the absence of the President, or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in order of their election) shall perform the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by the President or Board of Directors.

4.6. Treasurer.

If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article 7 of these bylaws; and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

4.7. Secretary.

The Secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; give all notices in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal of the corpora­tion, and affix the seal of the corporation to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these bylaws; keep a register of the post-office address of each member which shall be furnished to the Secretary by each member; and, in gene­ral, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

5. CONTRACTS, CHECKS, DEPOSITS AND FUNDS

5.1. Contracts.

The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.

5.2. Checks and Drafts.

All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President or a Vice President of the corporation.

5.3. Deposits.

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the Board of Directors may select.

5.4. Gifts.

The Board of Directors may accept, on behalf of the corporation, any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.

5.5. Committees of Directors.

The Board of Directors may provide for the issuance of certificates evidencing membership in a committee, which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and may be sealed with the seal of the corporation. All certificates evidencing membership of any class shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the corporation. If any certificate shall become lost, mutilated, or destroyed, a new certificate may be issued therefor on such terms and conditions as the Board of Directors may determine.

6. BOOKS AND RECORDS

6.1. Books and Records.

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors. All books and records of the corporation may be inspected by any Director or his agent or attorney for any proper purpose at any reasonable time.

6.2. Fiscal Year.

The fiscal year of the corporation shall begin on the first day of January and end on the last day in December in each year.

7. WAIVER OF NOTICE

7.1. Waiver of Notice.

Whenever any notice is required to be given under the provisions of the Texas Nonprofit Corporation Act or under the provisions of the articles of incorporation or the bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

8. AMENDMENTS TO BYLAWS

8.1. Amendment of Bylaws.

These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority of the Directors at any regular meeting or at any special meeting, if at least two (2) days written notice is given of an intention to alter, amend, or repeal these bylaws or to adopt new bylaws at such meeting; provided, however, that no such alteration, amendment or repeal shall become effective without the consent of the Board of Directors of the South Central Texas Foundation, a Texas non-profit corporation..

9. PROTECTION OF OFFICERS, DIRECTORS, AND EMPLOYEES

9.1. Indemnification at the Discretion of the Corporation.

The corporation shall have the power to indemnify any director or officer or former director or officer of the corporation for expenses and costs (including attorneys' fees) actually and necessarily incurred by him in connection with any claim asserted against him, by action in court or otherwise, by reason of his being or having been such director or officer, except in relation to matters as to which he shall have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought.

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ARTICLES OF INCORPORATION

OF

MICHAEL RAETZSCH FOUNDATION

A TEXAS NON-PROFIT CORPORATION

Pursuant to Article 1396 - 3.02 of the Texas Non-Profit Corporation Act, the undersigned natural person being of eighteen (18) years or more hereby files these Articles of Incorporation.

ARTICLE ONE

The name of the corporation is MICHAEL RAETZSCH FOUNDATION.

ARTICLE TWO

The corporation is a non-profit corporation.

ARTICLE THREE

The period of its duration is perpetual.

ARTICLE FOUR

The Corporation is organized exclusively for charitable, educational, religious or scientific purposes within the meaning of Code section 501(c)(3). Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Code section 501(c)(3) (or any corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Code section 170(c)(2) (or the corresponding provision of any future United States Internal Revenue Law). The purpose or purposes for which the Corporation is organized is creation and development of opportunities to skate and to create and display art.

ARTICLE FIVE

The street address of the initial registered office is 1025 N. Austin, Seguin, Texas 78155, and the name of its initial registered agent at such address is Thomas H. Reatzsch.

ARTICLE SIX

The number of directors constituting the initial Board of Directors of the corporation is three (3), and the names and addresses of the persons who are to serve as the initial directors are:

Name of DirectorAddress

Thomas H. Raetzsch1025 N. Austin

Seguin, Texas 78155

Beth B. Raetzsch1025 N. Austin

Seguin, Texas 78155

Amy Raetzsch1025 N. Austin

Seguin, Texas 78155

Directors shall be elected and removed in accordance with the Bylaws.

ARTICLE SEVEN

The corporation shall have no members.

ARTICLE EIGHT

Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, contribute all assets of the corporation to South Central Texas Foundation, a Texas non-profit corporation, so long as such foundation is an organization described in under Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provisions of any future United States Internal Revenue law (referred to hereinafter as the "Code"), otherwise, dispose of all of the assets of the corporation exclusively for the purpose of the corporation in such manner, or to such organization or organizations organized and operating exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Code Section 501(c)(3), as the Board of Directors shall determine, it being the intent that such organization be selected on the basis of which organization can best carry out the purposes of this corporation. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction upon suitable proceedings brought for the purpose exclusively for such purposes or to such organization or organizations as said court shall determine which are organized and operated exclusively for such purposes.

ARTICLE NINE

The corporation may take and hold any donations, grants, devises, or bequests which may be made in the support of its purposes. All funds of the corporation, whether from donation or otherwise, in excess of the expenditures necessary for the proper administration of such funds, shall be used exclusively for carrying on and promoting the charitable, religious, educational, and other nonprofit purposes for which the corporation is formed as herein set forth.

The corporation shall make distributions at such time and in such manner as not to subject it to tax under Section 4942 of the Code; the corporation shall not engage in any act of self-dealing which would be subject to tax under Section 4941 of the Code; the corporation shall not retain any excess business holdings which would subject it to tax under Section 4943 of the Code; the corporation shall not make any investments which would subject it to tax under Section 4944 of the Code; and the corporation shall not make any taxable expenditures which would subject it to tax under Section 4945 of the Code.

ARTICLE TEN

The corporation is a non-profit corporation organized solely for the purposes specified in Article Four, and no part of its property, whether income or principal, shall ever inure to the benefit of any director, officer, or employee of the corporation, or any individual having a personal or private interest in the activities of the corporation, nor shall any such director, officer, employee, or individual receive, or be lawfully entitled to receive, any profit from the operations of the corporation except a reasonable allowance for salaries or other compensation for personal services actually rendered in carrying out one or more of its stated purposes.

ARTICLE ELEVEN

Anything to the contrary herein notwithstanding, the corporation and the directors shall not engage, participate, or intervene in any activity or transaction which would cause the corporation to lose its status as an organization exempt from federal income tax under the provisions of the Code; and the use, directly or indirectly, of any part of the corporation's assets in any such activity or transaction is hereby expressly prohibited. Furthermore, no loans shall be made by the corporation to the directors or officers.

ARTICLE TWELVE

To the fullest extent not prohibited by law, a director of this Corporation shall not be liable to the Corporation or its members for monetary damages for an act or omission in the director's capacity as a director. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any limitation on the personal liability of a director existing at the time of such repeal or modification.

ARTICLE THIRTEEN

The name and street address of the incorporator is:

A. Robert Raetzsch, Esq.

202 N. Camp

Seguin, Texas 78155

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