IAS Bylaws

SECTION 1. PRINCIPLE OFFICE. The principle office of the corporation shall be in the City of Millington, County of Shelby, State of Tennessee.

SECTION 2. OTHER OFFICES. The corporation may also have offices at such other places within or without the State of Tennessee

as the Board of Directors may from time to time determine or the activities of the corporation may require.

SECTION 3. REGISTERED OFFICE. The registered office of the corporation shall be established and maintained at 725 Market Street, City of Wilmington, in the County of New Castle, State of Delaware.

SECTION 1. PURPOSE: This corporation shall strive to enhance captive breeding of exotic birds through educational programs, and the publishing of avicultural information; encourage record keeping of all birds in captivity, both wild caught and domestic raised; fund avian research projects and avian conservation programs, both in countries of origin and in captive-breeding facilities. The welfare of and the prevention of cruelty to avian species will be promoted.

SECTION 2. ASSOCIATES. Related organizations and all those interested in the work of this corporation may participate as associates, on both a national and international basis.

SECTION 3. OBJECTIVES. Goals for which this corporation are formed include the following:

l. The dissemination of avicultural and scientific information regarding all exotic birds to any and all interested parties through written publications, seminars and conventions.

2. Establishment of a registry of birds being kept in captivity, both wild caught and domestic raised, to further enhance captive breeding of exotic birds.

4. Funding of avian research and / or avian conservation and the dissemination of information related to same to all associate and interested parties.

6. Establish a voluntary aviculture program designed to formulate standards for improved avicultural practices.

7. Encourage production of captive bred birds in sufficient quantities to supply the needs of aviculture and the pet trade.

SECTION l. ANNUAL MEETINGS. Annual meetings of members for the election of directors and for such other business as may be stated in the notice of the meeting, or as many properly come before the meeting, shall be held at such places, either within or without the State of Tennessee, and at such times and dates as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. In the event the Board of Directors fails to so determine the time, date and place of the meeting, the annual meeting of members shall be held at the principal office of the corporation on the first day of September at 7 o'clock P.M. in each year.

If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day.

SECTION 2. OTHER MEETINGS. Meetings of members for any purpose other than the election of directors may be held at such a time and place, within or without the State of Tennessee, as shall be stated in the notice of the meeting.

SECTION 3. VOTING. Each member entitled to vote in accordance with the terms and provisions of the Certificate of Incorporation and these Bylaws shall be entitled to one vote, in person or by proxy, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. Each director has one member vote. Upon the demand of any member, the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote, except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware. Associate members, corporate members and other affiliates or associates are not entitled to vote.

SECTION 4. MEMBERSHIP. The officer who has charge of the membership ledger of the corporation shall at least ten days before each meeting of members prepare a complete alphabetically addressed list of the members entitled to vote at the ensuing election. Said list shall be open to the examination of any member, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall be available for inspection at the meeting.

SECTION 5. QUORUM. Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, the presence, in person or by proxy, of a majority of the members of the corporation entitled to vote thereat shall constitute a quorum at a meeting for the transaction of any business.

SECTION 6. PROXIES. A member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact. An appointment of proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment form is valid for eleven (11) months unless a different period is expressly provided in the appointment form. An appointment of a proxy is revocable by the member. Appointment of a revocable proxy is revoked by the person appointing the proxy by: (1) Attending any meeting and voting in person; or (2) Signing and delivering to the secretary or any other officer authorized to tabulate proxy votes either a writing stating that the appointment of proxy is revoked or a subsequent appointment form.

SECTION 7. SPECIAL MEETINGS. Special meetings of the members for any purpose, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the directors or members entitled to vote. Such request shall state the purpose of the proposed meeting.

SECTION 8. NOTICE OF MEETINGS. Written notice, stating the place, the date, and time of the meeting, and the general nature of the business to be considered, shall be given to each member entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than fifty days before the date of the meeting.

SECTION 9. BUSINESS TRANSACTED. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the members entitled to vote thereat.

SECTION 10. ACTION WITHOUT MEETING. Except as otherwise provided by the Certificate of Incorporation, whenever the vote of members at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or the Certificate of Incorporation or of these Bylaws, the meeting and vote of members may be dispensed with, if two thirds (2/3) of the members who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such corporation action being taken.

SECTION l. NUMBER AND TERM. The number of directors shall be twelve or more, or no fewer than required by law. The directors shall be elected at the annual meeting of members and each director shall be elected to serve until his successor shall be elected and shall qualify. Each director shall serve a term of two years except for those directors initially appointed to a three year term. There shall be no limit to the number of successive terms a director may serve. The terms of the directors will be staggered.

SECTION 2. RESIGNATIONS. Any director, members of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the president or secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3. VACANCIES. If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, and to hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4. REMOVAL. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the majority of all the members entitled to vote, at a special meeting of the members called for the purpose, and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority of the members entitled to vote.

SECTION 5. INCREASE IN NUMBER. The number of directors may be increased by amendment of these Bylaws by the affirmative vote of a majority of the directors, though less than a quorum, by the affirmative vote of a majority of the members, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

SECTION 6. COMPENSATION. Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the Board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefore.

SECTION 7. ACTION WITHOUT MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by two thirds (2/3) of the members of the Board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

SECTION l. OFFICERS. The officers of the corporation shall consist of a president, a treasurer, and a secretary, and shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified. In addition, the Board of Directors may elect a chairman, one or more vice-presidents and such assistant secretaries and assistant treasurers as it may deem proper. None of the officers of the corporation need be directors. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. More than two offices may be held by the same person, except the offices of president and secretary.

SECTION 2. OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 3. CHAIRMAN. The Chairman of the Board of Directors, if one be elected, shall preside at all meetings of the Board of Directors, and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 4. PRESIDENT. The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of the president of a corporation. He shall preside at all meetings of the members if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the affairs of the corporation. Except as the Board of Directors shall authorize the execution thereof in some manner, he shall execute bonds, mortgages, and other contracts in behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the secretary or treasurer or an assistant secretary or assistant treasurer.

SECTION 5. VICE-PRESIDENT. Each vice-president shall have such powers and shall perform such duties as shall be assigned to him by the directors.

SECTION 6. TREASURER. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

The treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the president, taking proper vouchers for such disbursements. He shall render to the president and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as treasurer and of the financial condition of the corporation. If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

SECTION 7. SECRETARY. The secretary shall give, or cause to be given, notice of all meetings of members and directors, and all other notices required by law or by these Bylaws, and in case of his absence, or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the president, or by the directors, upon whose requisition the meeting is called as provided by these Bylaws. He shall record all the proceedings of the meetings of the corporation and of directors in a book to be kept for that purpose, and shall affix the seal to all instruments requiring it, when authorized by the directors or the president, and attest the same.

SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. Assistant treasurers and assistant secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

SECTION l. PROHIBITION OF DIVIDENDS. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, as dividends or in any other manner, its members, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the Certificate of Incorporation.

Further, 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, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, education, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Law) as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the County in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

SECTION l. SEAL. The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words "CORPORATE SEAL INTERNATIONAL AVICULTURISTS SOCIETY". Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

SECTION l. FISCAL YEAR. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

SECTION l. INSTRUMENTS. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by officer or officers, agent or agents of the corporation and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION l. NOTICE. Whenever any notice is required by these Bylaws to be given, personal notice is not meant unless expressly stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his addresses it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing. Members not entitled to vote shall not be entitled to receive notice of any meetings, except as otherwise provided by statute.

SECTION 2. WAIVER OF NOTICE. Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed proper notice.

SECTION l. AMENDMENTS. These Bylaws may be altered and repealed and Bylaws may be made at any annual meeting of the members or any special meeting thereof if notice thereof is contained in the notice of such special meeting, by the affirmative vote of a majority of the members entitled to vote thereat, or by the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice thereof is contained in the notice of such special meeting.

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