BY LAWS

OF
PHOENIX EXOTIC WILDLIFE ASSOCIATION

1. NAME

The name of this non-profit corporation shall be PHOENIX EXOTIC WILDLIFE ASSOCIATION.

11. PRINCIPAL OFFICE

The principal office of the corporation shall be at 900 NW State Ave., Chehalis, Lewis County, Washington. The corporation may have such other offices as may from time to time be designated by its Board of Directors.

111. MEMBERSHIP

(a) Active Membership. Any person who is interested in promoting the education of public with respect to the welfare of exotic wildlife, and in providing emergency assistance to exotic wildlife is eligible to become an active member of this corporation, with full voting and other privileges, if qualified under such rules as stated in these bylaws. All active members must be current paid members.

(b) Rules for membership. No active member shall actively participate in an organization that is directly opposed to exotic animal ownership; engage in practices that may be destructive to the organization’s goals and mission, or intentionally causes harm to a fellow member. Any active member found to be in violation of these rules is subject to immediate dismissal by majority vote of the Board of Directors. Any member accused of such actions may submit an appeal sent to the secretary for board review within fifteen (15) days of their dismissal. The Board of Directors shall review the appeal and decide whether further action is warranted. A written notice of the Board of Directors’ ruling shall be sent to the accused.

(c) Voting. Each active member shall be entitled to one vote in the affairs of the corporation.

(d) Duration of Membership. Membership in this corporation may terminate by voluntary withdrawal as herein provided or otherwise as provided in these rules. All rights, privileges, and interest of a member in or to the corporation shall cease on termination of membership. Memberships shall be nontransferable. Any member may, by giving written notice of such intention, withdraw from membership. Withdrawals shall be effective on fulfillment of all obligations to the date of withdrawal.

(e) Suspension and Expulsion. If, in a written and signed communication addressed to the Board of Directors, any member of the corporation shall be charged with conduct detrimental to the objects or interest of the corporation or in violation of its bylaws, the Board of Directors shall consider the matter and decide to take further action if warranted, the secretary shall send a copy of the charges to the accused member, who shall be given fifteen (15) days to reply, whereupon the Board of Directors shall take such further action as it may deem proper.

A majority of the Board of Directors, after a fair and impartial hearing on due notice to the accused member, such notice to be given by the secretary by mail to the accused member at the member's last known address at least five (5) days before the hearing, shall be satisfied of the truth or the charges, the Board of Directors may request the offending member to resign or may suspend or expel such member. Should such member decline to resign on such request, the membership name shall be stricken from the rolls by the Board of Directors.

IV. DUES

The annual dues, if any, required for membership in the corporation shall be determined by the vote of the Board of Directors. Dues may be varied from year to year, but dues shall be the same for all active members.

V. MEETINGS

a) Annual Meeting. There shall be an annual meeting of the corporation during the month of February each year, unless otherwise ordered by the Board of Directors, for election of officers, receiving reports, and the transaction of other business. Meetings shall be open to active members. Notice of such meetings, issued by the secretary, shall be mailed to the last recorded address of each member at least ten (10) days before the time appointed for the meeting.

(b) Quorum. Active members of the corporation, when present at any meeting organized by the Board of Directors shall constitute a quorum.

(c) Order of Business. The order of business at the annual meetings shall be as follows:
        1. Call to order.
        2. Reading of minutes of previous meeting.
        3. Receiving communications.
        4. Reports of officers.
        5. Reports of committee heads and committee members.
        6. Unfinished business.
        7. New business.
        8. Election of officers.

9. Adjournment. The order of business may be altered or suspended at any meeting by a majority of members present. The usual parliamentary rules as laid down in Robert's Rules of Order shall govern, when not in conflict with these bylaws.

(d) Special Meetings. Special meetings of the corporation may be called at any time by the president, and must be called at any time by the president, or in his absence, by the vice-president or secretary, on the written request of a majority of the Board of Directors, or on the written request of not less than twenty-five percent (25%) of the members of the corporation. Ten (10) days' notice of any special meeting must be given to the members of the corporation, and the notice must state the object of the meeting.

VI. OFFICERS

(a) Elective Officers. The elective officers of the corporation shall be a President, Vice President, and a Secretary-Treasurer.

(b) Terms. The officers shall take office immediately upon their election, and shall serve for a term of two (2) years or until successors are duly elected. The terms shall be staggering with the President election on odd years and the Vice President and Secretary on even years. Officers are eligible for reelection. Vacancies in any office may be filled for the balance of the term thereof by the Board of Directors.

(c) President. The president shall be the chief officer of the corporation and shall be present at meetings of the corporation, and shall perform such other duties as are necessarily incident to the office.

(d) Vice-President. The vice-president shall perform all duties of the president during the absence of the president.

(e) Secretary-Treasurer. The secretary-treasurer shall keep an account of all moneys received and expended for use of the corporation, and shall make disbursements authorized by the Board of Directors. All sums received shall be deposited by the secretary-treasurer in the bank or banks approved by the Board of Directors, and the secretary-treasurer shall make a report at the annual meeting or when called upon by the president.

Additionally, it shall be the secretary-treasurer's duty:
    1. To give notice of and attend all meetings of the corporation and all committees and to make provision for the keeping of a record of proceedings;
    2. To conduct correspondence and to carry into execution all orders, votes, and resolutions not otherwise committed;
    3. To keep a list of the members of the corporation;
    4. To establish machinery for the collection of dues;
    5. To keep records as to any agents retained by the corporation, and to take charge of and supervise the performance by them of their duties;
    6. To prepare an annual report of the transactions and condition of the association, and generally to devote his or her best interests to the association; and
    7. To delegate such of the above-set forth duties as he or she deems necessary, with the approval of the Board of Directors.

VII ELECTIONS

The election of officers shall take place annually at the time and place of the regular annual meeting. (Any active member shall be eligible for office, and only active members shall be entitled to vote. Candidates who receive a majority of votes so cast shall be elected. Any member running for the office of President must have served (1) term of office in an elective position or served on the Board of Directors in an appointed position for two (2) consecutive years, and a member in good standing for a period of (5) years.

VIII COMMITTEES

(a) Appointed Committees. This corporation shall have such committees as maybe established from time to time by majority vote of the Board of Directors. Members of any committees shall be appointed by the Board of Directors.

IX. BOARD OF DIRECTORS

(a) The Board of Directors consists of the President, Vice President, Secretary-Treasurer. In addition, the Board of Directors may appoint no more than (2) staff members to serve on the Board of Directors by majority vote of the board. Appointed positions are not elective positions and serve at the discretion of the Board and may be terminated by majority vote of the Board of Directors.

(b) General Powers. The affairs of the corporation shall be managed by the Board of Directors, subject to considerations made by the members of the corporation at the annual meeting.

(c) Number, Tenure and Qualifications. The number of officers shall not be less then three (3) to include the President, Vice President, Secretary-Treasurer. Each Officer shall be a member of the corporation, and shall hold office until his or her successor shall have been elected and qualified.

(d) Resignation. Any Officer may resign by request to the President and will be considered effective immediately upon acceptance of the President.

(e) Regular Meetings. The Board of Directors shall meet regularly as necessary, at a time and place it shall select. Meetings may also be conducted by phone, electronic mail and/or US Postal mail.

(f) Special Meetings. A special meeting of the Board of Directors may be called by the request of the president or by a majority of the Board of Directors. Meetings may also be done by phone, electronic mail and/or US Postal mail.

(g) Notices. Notice of any special meeting of the Board of Directors shall be given at least five (5) days prior thereto, by US postal mail, telephone or electronic mail.

(h) Quorum. A minimum of 2/3 of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.

(i) Vacancies. Any vacancy occurring in the Board of Directors shall be filled by majority vote of the Board of Directors. An Officer elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

X. AMENDMENTS

Any proposed amendment to the bylaws must be sent to each member in good standing fourteen (14) days prior to the voting deadline.

The proposed amendment shall be sent via US Postal mail and/or electronic mail and the votes must be received by the secretary on or before the deadline date.

The acceptance or rejection of amendment will be by majority of votes cast by those members in good standing.

XI. LIABILITIES

No member, officer, agent, or employee shall be liable for the acts or failure to act of any other member, director, officer, agent or employee of the corporation. Nor shall any member, director, officer, agent or employee be liable for his or her act or failure to act under these bylaws, excepting only acts or omissions arising out of his willful misfeasance.

XII. FUNDS

a) Finances. This corporation is not intended as a profit-making organization, nor is it founded with the expectation of making a profit. This corporation shall use its funds only for the objects and purposes specified by these bylaws.

(b) Bonding. Persons entrusted with the handling of corporate funds may be required, at the discretion of the Board of Directors, to furnish, at corporate expense, a suitable fidelity bond.

XIII. DISSOLUTION

The corporation may be dissolved by the majority vote of the Board of Directors.
In the event of dissolution, the property of the associations shall be distributed to a similar nonprofit organization.

Secretary
Phoenix Exotic Wildlife Association

Amended May 11, 2006