The Name of this Corporation is:
SLOW BURN, INCORPORATED

Section 1. The DBA of this corporation (hereinafter referred to as "CTBA") is:
CENTRAL TEXAS BARBECUE ASSOCIATION

Section 1. IRC Section 501(c)(6) purposes:

To being the leading business association for Central Texas Barbecue restaurants, and furthermore, to promote and preserve the unique traditions, characteristics and heritage of Central Texas Barbecue.

To carry on such other activities as are permissible for Texas non-profit corporations under Section 501(c)(6) of the Internal Revenue Code.

Section 2. IRC Section 501(c)(6) limitations:

Notwithstanding any other provisions of these Bylaws, CTBA shall not carry on any other activities not permitted to be carried on by a corporation under IRC Section 501(c)(6), or a corporation formed under the Texas Non-Profit Corporation Act.

The CTBA shall maintain in the State of Texas, Travis County, City of Austin, a registered office and registered agent at such office, and may have other offices within or without the State of Texas as shall be determined by the Board of Directors.

The CTBA shall be geographically defined by the following Texas counties: Bastrop, Blanco, Burnet, Caldwell, Comal, Guadalupe, Hays, Llano, Travis and Williamson.

Section 1. Classes of Membership:

Business Members: Business membership shall be open to all restaurants that meet the following criteria and are current with their dues: Member\'s menu must be primarily barbecue; Member\'s gross sales must come primarily from food, rather than beverage, sales; Multiple Restaurant Units are open to membership as individual units with restricted voting rights; All Business Members must be located inside the geographic area defined as Central Texas in the bylaws. Exceptions must be approved by majority vote of the Board.

All Business Members will submit a contact name along with their application; and that name will be added to the General membership roster. However, this individual will not be subjected to General membership dues, having already paid Business membership dues.

General Members: General membership is open to all individuals who apply and are current with their dues.

Honorary. Honorary membership shall be awarded at the discretion of the Board of Directors. Honorary members shall have no voting rights nor the right to hold office in CTBA unless they concurrently hold a General membership.

Charter: The Charter Membership was published in the Spring of 2004. Those businesses that are listed on the Charter Membership Roster are permanent Charter members regardless of the status of the individual businesses; and that Charter status in and of itself has no rights in regard to the Association.

Section 2. Membership Qualification: Application for membership in CTBA shall be made through the CTBA office pursuant to procedures established by the Board of Directors, in its sole discretion.

Section 3. Membership Voting Rights: Only Business members shall have the right to vote for the Board of Directors. Multiple Restaurant Units will have voting privileges as one unit. The General membership has no voting privileges concerning the Board of Directors. Each Business member will have the right to cast votes for three Board members but not more than one vote for any one member.

Section 4. Membership Dues: The Board of Directors shall fix the amount of annual membership dues for all membership classes, except Honorary members who shall pay no membership dues. Such dues shall be paid in accordance with a schedule approved by the Board of Directors.

Section 5. Duration of Membership: the term of membership in CTBA shall be twelve (12) months from the date/month admitted as a member and shall be automatically renewable, for one or multiple years, upon timely payment of membership dues, as determined by the Board of Directors.

Section 6. Termination of Membership: Membership in CTBA shall be terminated if a member does not pay their membership dues, in full, by the due date established by the Board of Directors, or within the grace period established by the Board. Membership in CTBA also shall be terminated by the timely (as determined by the Board of Directors) submission of written notice of membership resignation or non-renewal. Membership will also be terminated if the member no longer meets the criteria for membership.

Section 1. General Powers: The affairs of CTBA shall be governed by its Board of Directors (the Board of Directors is herein referred to as the "Board of Directors" and the individual members of the Board of Directors are herein referred to as "Directors"). It shall be the Board of Directors\' duty to carry out the objectives and purposes of CTBA, and the Board of Directors may exercise all powers of CTBA except as otherwise reserved in these Bylaws and the Articles of Incorporation of CTBA.

Section 2. Number of Directors

The CTBA shall have no fewer than three, and as many as nine, Directors and collectively they shall be known as the Board of Directors.

Any change in the Number of Directors would require approval by the majority of the Directors.

Section 3. Resignation or Removal of Directors: Any Director may resign at any time by providing written notice to the Board of Directors. Such resignation shall take effect at the time specified in such notice, or, if no time is specified, at the time such resignation is received. Any Director may be removed from office at any time by the affirmative vote of a majority of the voting Directors.

Section 4. Vacancies: A vacancy in any Directorship shall be filled by the Board of Directors from among the General membership for the unexpired portion of such term; provided, however, that in the case of a vacancy in the office of President, the President-Elect shall assume the office of President and the Board shall appoint a Director to the seat of President-Elect. All appointees to fill vacancies in any Directorship must otherwise meet the eligibility requirements for such Directorship.

Section 5. Non-voting Director: The Title Sponsor of the Festival will have one seat on the Board as a non-voting Director.

Section 1. Officers. The Officers of CTBA shall be a President, a President-Elect, a Secretary, and a Treasurer. All Officers shall be members of the Board of Directors by virtue of their offices.

Section 2. President. The President shall be the chief executive officer of CTBA and shall, in general, supervise and have charge of all the affairs of CTBA, pursuant to the direction and oversight of the Board of Directors; call, set the agenda for, and preside over all meetings of the Board of Directors and fulfill any other obligations designated by the Board of Directors.

Section 3. President-Elect. The President-Elect shall assist the President in the performance of their duties; fulfill any other duties designated by the President; assume the duties of the President in the event that the President is incapacitated or otherwise unable to perform; preside over all meetings of the Board of Directors in the absence of the President; and fulfill any other obligations designated by the Board of Directors.

Section 4. Secretary. The Secretary shall be the chief recording officer of the CTBA and shall be responsible for the recording and preserving of minutes of all Board of Directors meetings and sending said minutes to the Directors in a timely fashion; gathering official correspondence, committee reports, contest computations and results, and all other official documents and entering them in CTBA\'s records; and fulfilling any other obligations designated by the Board of Directors. In the absence of the Secretary at any meeting of the Board of Directors, the President shall appoint a temporary Secretary from among the remaining members of the Board of Directors.

Section 5. Treasurer. The Treasurer shall be the chief financial officer of CTBA and provide that the financial affairs of CTBA shall be managed and operated and all general powers shall be exercised under the direction and control of the Treasurer and the Board of Directors; and fulfill any other obligations designated by the Board of Directors.

Section 1. Board of Directors. The Board of Directors must be elected from the General Membership roster. Directors must be at least 21 years of age to be eligible for the Board.

Section 2. Election of Directors. Elections shall be conducted during the fourth quarter of CTBA\'s fiscal year, and Directors shall take office on the first day of the new fiscal year, subject to any timely filed challenges. Those elected shall serve their specified terms or until their successors are elected

Section 3. Term of Directors. Each Director shall hold office for a period of one year and until their successor is seated. There is to be no term limitations on the Directors.

Section 4. Election of Officers. The President-Elect shall be elected annually and shall serve a one (1)-year term as President-Elect, then immediately following shall serve a one (1)-year term as President. The Secretary shall be elected biennially in odd-numbered years. The Treasurer shall be elected biennially in even-numbered years. (Proviso: For purposes of adjusting the Treasurer\'s term of service, the Board of Directors may approve a transition year in which the Treasurer shall serve for less than a full two (2)-year term).

Section 5. Officers: Officers are exempt from re- election as Board Members while holding Office. Officers are elected by the Board of Directors.

The Board of Directors, at it\'s discretion, shall employ an Executive Director who shall serve as the chief staff officer of CTBA and who shall be solely responsible for the hiring, supervision, promotion, demotion, termination, and management of all other employees of CTBA, as well as all contractors of CTBA, within general budgetary guidelines determined by the Board of Directors. The Executive Director report to and shall be evaluated by the Board of Directors.

No Director (except the Executive Director) shall receive any salary or compensation for their service; however, CTBA may reimburse certain CTBA-related expenses incurred by Directors, as determined by the Board of Directors.

No part of the net earnings of CTBA shall inure to the benefit of, or be distributable to, its Officers, Directors, committee members, employees, or other private persons, except that CTBA shall be authorized and empowered to pay reasonable compensation for services rendered by employees, contractors and others, and to make payments and distributions in furtherance of the purposes set forth herein.

Section 1. Meetings of the Board of Directors. Regular meetings of the Board of Directors shall be held at such time, date and place as set by the President. Special meetings of the Board of Directors may be called by or at the request of the President or a majority of the voting Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any time, date and place as the time, date and place for said meeting. Notice. Each member of the Board of Directors shall be notified of any Board of Directors meeting not less than ten (10) days and not more than ninety (90) days before the date of such meeting. Each notice must include the time, date and place of such meeting.

Quorum. A majority of the entire voting membership of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Manner of Acting. The act of a majority of the voting members of the Board of Directors present at a duly called meeting of the Board of Directors shall, be the act of the Board of Directors, except as otherwise provide by law, by CTBA\'s Articles of Incorporation, or by these Bylaws. Each Director shall be entitled to one (1) vote on matters submitted to vote of the Board of Directors, except that the seats held by the Title Sponsor and the Executive Director are non-voting seats.

Board Meetings - Organizational Changes

Board of Directors Quarterly Meetings shall last one week in length.

The first day, with at least 3 Directors physically present, the meeting can be called to order and the agenda read by the Chair and passed by the Quorum. The agenda is entered into the minutes and opened for discussion among those present. When the business of the first session is finished that session will be closed by Chair. The minutes of the first session are to be drawn up by the Chief Recording Officer (CRO) and distributed by e-mail to the full Board of Directors by the following day before 5pm.

The second session starts at noon of the second day and is conducted by group e-mail. All official e-mail is to be sent to the full board group e-mail. Official e-mail becomes the minutes of the session. All agenda items from the first session are open for discussion. At 5pm of the fifth day the second session closes and the minutes are entered into the records by the CRO.

The third session is opened at 5pm of the fifth day and is only used for up and down voting on the agenda items that require a vote. The Chair will be required to present the ballot by group e-mail to the Board of Director\'s. Each Director will have until 5pm of the sixth day to cast their votes. The third session will close at 5pm on the sixth day.

The seventh day, with at least 3 Directors physically present, the meeting of the Board of Director\'s will be called to order. The voting on all agenda item\'s will be recorded and entered into the minutes by the CRO. The Chair will distribute by group e-mail to the Board of Director\'s the minutes of the meeting by 5pm of the following day. The CRO will enter the official minutes into the record books of The Central Texas Barbecue Association. When the business of the final session is finished the Quarterly Meeting of the Board of Director\'s will be closed by the Chair.

Minutes. Minutes of each meeting of the Board of Directors shall be recorded by the Secretary, containing results of the deliberations of the Board of Directors. The minutes shall be submitted to the Board of Directors for approval. Following such approval, the minutes shall be available to all members of CTBA for inspection.

Section 2. Meetings of the Business Membership. At the time of the Elections of the Board of Directors the current Board will include on the ballot the vote of \'for or against\' an annual business membership meeting. If the meeting is held it will be conducted by the current/new Board of Directors.

Section 3. Meetings of the General Membership. The Board has the authority to sanction the General Membership to organize their members into an association to be known as: The Central Texas Barbecue Guild. Under the auspices of the Board, the Guild will organize the Central Texas Barbecue Festival to be held on the second Sunday of October of each year. Also, the Guild will organize the Barbecue Barons\' Ball in the spring. If there is to be a Business Membership meeting, it will be held in conjunction with the Barons\' Ball and the newly elected Board will be seated at this time.

Section 1. Fiscal Year. The fiscal year of CTBA shall be the annual period that begins November 1 or such other period as established by the Board of Directors.

Section 2. Books and Records. CTBA 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. The books and records of account shall be open for inspection by any business member and/or their agent at all reasonable times.

Section 3. Operating Budget. Each year, the Treasurer shall oversee the preparation of the CTBA operating budget for the ensuing fiscal year. Upon the approval of such annual operating budget by the Board of Directors, the membership shall be informed of the annual budget and funds shall be disbursed in accordance with the annual budget. The budget may be amended by the Board of Directors when necessary.

Section 4. Authorizing Agent. The Board of Directors may authorize any Officer or Officers, or agent or agents of CTBA, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute or deliver any instrument in the name of and on behalf of CTBA.

Section 5. Financial Audit. The external financial statements of CTBA shall be audited annually in November by an independent certified public accountant or certified public accounting firm who/which shall be determined with the approval of the Board of Directors.

The power to amend these Bylaws shall rest with, and may be exercised by, the Board of Directors of the CTBA. These Bylaws may be amended by majority vote of the Board at any meeting of the Board. Notice of such Bylaw amendment shall be given in writing to each Business member of CTBA at least thirty (30) days prior to such proposed action. The Board of Directors may amend these Bylaws, without notice, to correct or classify ordering, wording or punctuation as long as the meaning and intent of such Bylaws is not altered.

The duration of CTBA shall be perpetual, except that it may be dissolved in the manner provided by the Act; provided, however, that no dissolution of CTBA shall be effected unless approved by the Board of Directors and the Business membership of CTBA as required by the Act. Upon the dissolution of CTBA, and after paying or making provision for the payment of all of the liabilities of CTBA, all remaining assets of CTBA shall be distributed to such tax-exempt organization or organizations as may be determined by the Board of Directors and as otherwise required by the applicable provisions of the IRC.