By Laws | National High School BBQ Association®

BY-LAWS

NATIONAL HIGH SCHOOL BBQ ASSOCIATION® (NHSBBQA®)

A Texas S-Corporation

ARTICLE I — NAME, STATUS & PURPOSE

Section 1. Name

The name of the corporation shall be the National High School BBQ Association® (NHSBBQA®) (the “Corporation”).

Section 2. Legal Status

The Corporation is organized as a Texas S-Corporation, operating in compliance with:

• Texas Business Organizations Code (TBOC)

• Applicable federal law

• State and local education regulations where programs are delivered

Section 3. Educational Purpose

The Corporation exists for educational, workforce development, and student enrichment purposes, including but not limited to:

• Career & Technical Education (CTE)

• Project-Based Learning (PBL)

• Culinary Arts, Food Science, Agriculture, and Skilled Trades

• Leadership, teamwork, and entrepreneurship education

The Corporation operates scholastic programs, leagues, competitions, curriculum, and events designed to support students, teachers, schools, districts, and educational partners.

ARTICLE II — NONPROFIT-LIKE OPERATING PRINCIPLES

Although organized as a for-profit S-Corporation, NHSBBQA® shall operate under public-benefit and school-safe principles, including:

1. Student safety and well-being as the highest priority

2. Alignment with public education standards and district policies

3. Transparency with schools, parents, and partners

4. Separation of educational decision-making from commercial influence

No activity of the Corporation shall conflict with the educational mission or compromise student welfare.

ARTICLE III — GOVERNANCE STRUCTURE

Section 1. Board of Directors

The Corporation shall be governed by a Board of Directors.

• Minimum: 1 Director

• Maximum: As determined by the Board

Directors may include individuals with expertise in:

• Education leadership

• CTE programs

• Culinary & food systems

• Youth safety

• Business, law, or nonprofit governance

Section 2. Authority

The Board has full authority over:

• Corporate governance

• Strategic direction

• Financial oversight

• Intellectual property protection

• Executive appointments

ARTICLE IV — OFFICERS

Section 1. Officers

The officers of the Corporation shall include:

• Chief Executive Officer (CEO)

• President (optional)

• Chief Financial Officer (CFO)

• Secretary
  Additional officers may be appointed as needed.

Section 2. CEO Authority

The CEO shall:

• Serve as chief spokesperson

• Oversee educational programs and partnerships

• Approve state associations, charters, and licenses

• Ensure compliance with student safety and education standards

ARTICLE V — EDUCATIONAL & YOUTH PROTECTION STANDARDS

Section 1. Student Safety

All NHSBBQA® programs shall adhere to:

• Child protection best practices

• Age-appropriate instruction

• Supervised activities at all times

• Safety training for live-fire and equipment use

Section 2. Background Checks

Any individual with direct student interaction (employees, contractors, volunteers, judges) may be required to:

• Pass a criminal background check

• Complete youth safety training

• Sign a Code of Conduct

Section 3. Mandatory Reporting

The Corporation adopts a zero-tolerance policy for abuse, harassment, discrimination, or misconduct and complies with all mandatory reporting laws.

ARTICLE VI — RELATIONSHIP WITH SCHOOLS & DISTRICTS

Section 1. Independent Contractor Status

The Corporation is not a school district, campus, or governmental entity.
Participation by schools is voluntary and governed by:

• Charter agreements

• Licensing agreements

• District approval processes

Section 2. No Academic Control

NHSBBQA® does not:

• Assign grades

• Replace curriculum

• Override district policies

All instructional use is teacher-led and district-approved.

ARTICLE VII — STATE & REGIONAL ASSOCIATIONS

Section 1. Structure

State and regional High School BBQ Associations operate as:

• Licensed divisions

• Subsidiaries

• Affiliated entities

All remain subject to NHSBBQA® governance, branding, and safety standards.

Section 2. Licensing

Use of NHSBBQA® intellectual property requires:

• Written license

• Annual renewal

• Compliance with brand, safety, and education standards

ARTICLE VIII — INTELLECTUAL PROPERTY

Section 1. Ownership

All trademarks, curriculum, scoring systems, digital platforms, logos, and materials are the exclusive property of NHSBBQA® unless otherwise licensed in writing.

Section 2. Protection

The Corporation shall actively protect its intellectual property under:

• Federal trademark law (Lanham Act)

• State law

• Contract enforcement

Unauthorized use is prohibited.

ARTICLE IX — FINANCIAL & ETHICAL STANDARDS

Section 1. Fiscal Responsibility

The Corporation shall maintain:

• Accurate financial records

• Separate accounts

• Annual financial review

Section 2. Conflict of Interest

Directors, officers, and key partners must disclose conflicts and may be required to recuse themselves from related decisions.

ARTICLE X — INSURANCE & RISK MANAGEMENT

The Corporation shall maintain appropriate insurance, including:

• General liability

• Event coverage

• Directors & Officers (D&O)

• Participant accident insurance (as applicable)

ARTICLE Xl — FOUNDER & INTELLECTUAL PROPERTY STEWARDSHIP

Section 10.1 — Purpose

To ensure the long-term protection of the Corporation’s educational mission, student safety standards, national consistency, and intellectual property, the Corporation establishes limited reserved powers for the Founder or a designated Intellectual Property Steward.

These provisions are intended to protect the Corporation from mission drift, unauthorized use of intellectual property, and actions that could compromise public trust or student welfare.

Section 10.2 — Founder / Intellectual Property Steward

The Founder of the Corporation, or a successor designated by the Board of Directors, may serve as Founder & Intellectual Property Steward (“IP Steward”).

The IP Steward role exists solely to safeguard:

• Trademarks, service marks, and branding

• Educational programs and scoring systems

• National chartering and licensing structure

• Student eligibility and safety standards

Section 10.3 — Reserved Powers

Notwithstanding any other provision of these By-Laws, the following actions shall require the affirmative written approval of the Founder / IP Steward:

1. Sale, assignment, licensing, or transfer of any trademark, copyright, or core intellectual property

2. Merger, consolidation, dissolution, or winding down of the Corporation

3. Material changes to the Corporation’s legal name, national identity, or primary trademarks

4. Creation or authorization of any competing or successor organization using substantially similar branding or structure

5. Amendments to these By-Laws that materially affect:

   • Intellectual property ownership or enforcement

   • National chartering or licensing authority

   • Student safety, eligibility, or participation standards

Section 10.4 — Limitations of Authority

The Founder / IP Steward:

• Shall not control day-to-day operations

• Shall not approve or veto annual budgets

• Shall not override Board-approved policies

• Shall not interfere with school or district instructional authority

The IP Steward shall act solely in the best interest of the Corporation’s educational mission and public trust.

Section 10.5 — Succession & Continuity

The Board of Directors may adopt a written succession plan for the IP Steward role to ensure continuity of mission, brand protection, and governance stability.

Section 10.6 — Board Acknowledgment

The Board affirms that these reserved powers exist to protect students, schools, and the long-term integrity of the National High School BBQ Association® and are not intended to limit the Board’s general governance authority.

ARTICLE XIl — AMENDMENTS

These By-Laws may be amended by:

• Majority vote of the Board of Directors
  Provided amendments remain consistent with:

• Educational mission

• Student safety requirements

• Applicable law

ARTICLE XIIi — DISSOLUTION

Upon dissolution:

• Assets shall be distributed according to Texas law

• Intellectual property shall remain protected or assigned by Board resolution

• Student records and data shall be handled in compliance with FERPA and privacy laws

CERTIFICATION

These By-Laws were adopted by the Board of Directors of the National High School BBQ Association® (NHSBBQA®) on the date of approval.

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Contact & Legal Notices

For governance, trademark, or legal inquiries:

Email: Principal@HSBBQ.org
Mailing Address: P.O. Box 171, Smithville, Texas 7897

This page serves as the official contact point for all legal and policy-related matters.