Effective Date: June 1, 2003

BYLAWS

TENNESSEE LLAMA COMMUNITY, INC.

 Article I - Name

 1.1:  The name of the association shall be “Tennessee Llama Community, Inc.,” also referred to herein as “TLC.”

 Article II - General Provisions

 2.1:  The purpose of TLC shall be to promote the welfare of llamas and llama enthusiasts within the State of Tennessee by providing education, encouragement, and support in the breeding, raising, care, and use of llamas.

Article III - Membership

 3.1:  Membership in TLC shall be open to any person or organization with an interest in llamas, contingent on the payment of all levied membership dues.

 3.2:  There shall be two types of memberships - Regular and Associate.  There shall be two types of Associate memberships - Professional and Introductory.  Professional Associate Memberships shall be limited to professionals in the veterinary and agricultural fields, and are renewable.  Introductory Associate Memberships are non-renewable, six-month trial memberships and shall be available only to new members.  Membership in TLC shall be granted upon written application accompanied by all applicable dues, submitted to the Treasurer of TLC.

 3.3:  Regular Members shall each be entitled to one vote on all matters submitted to a vote of the Membership.  Associate Members shall have no voting privileges.

 3.4:  Dues shall be assessed for the purpose of funding the operating costs of TLC.  The annual dues may be revised by the Membership.  Annual dues shall be paid by June 1 of each calendar year.

 3.5:  Any member who does not pay, in a timely manner, bills or expenses incurred by and/or resulting from his/her participation in a TLC-sponsored event, or who engages in conduct deemed detrimental to TLC, may be removed from the membership.  Reinstatement of membership privileges shall be at the discretion of the Board of Directors.

Article IV- Officers

 4.1:  The Officers shall be President, Vice-President, Secretary, and Treasurer.  Their election shall be by majority of votes cast, in a manner proscribed by the Election Committee (See Section 8.2.).

  4.2:  Officers shall be elected for one-year terms and shall be installed as the last order of business at the annual meeting (See Section 7.1.).  All Officers shall be Regular Members of TLC.

 4.3:   The President shall chair the Board of Directors and shall represent TLC as the official spokesperson when necessary.  The President may serve for two consecutive terms.  A one-year hiatus shall restore eligibility.

 4.4:  The President shall not concurrently hold an equivalent position in any other alpaca/llama association, organization, or group.   Any exception to this restriction shall require the approval of the Board of Directors.

 4.5:  The Vice President shall serve as the President in his/her absence.  The Vice President shall assist the President in any matter so directed by the President.  The Vice president may serve for two consecutive terms.  A one-year hiatus shall restore eligibility.

 4.6:  The Secretary shall keep and maintain incorporation documentation, by-laws and revisions, and minutes of all Board of Directors’ and general memberships’ meetings.

 4.7:  The Treasurer shall maintain all financial records and receive and disburse funds in accordance with rules set by the Board of Directors and the Regular Membership.  The Treasurer shall present an annual financial report and a proposed annual budget at the Annual Meeting.

 4.8:  If the office of President should become vacant, the Vice President shall become President.  Other Officer vacancies shall be filled by a simple majority of votes cast at the membership meeting following the vacating of that particular office.

 4.9:  An Officer may be removed from office by majority vote during an annual meeting or during a special called meeting.  A 30-day advance notice of any motion and vote to remove from office shall be mailed to all Regular Members.

Article V - Directors

 5.1:  Four Directors shall be elected in the same manner and at the same time as the Officers.  All Directors must be Regular Members of TLC.

 5.2:  Directors shall serve two-year terms.  In as far as practical, terms shall be staggered so that no more than two Directors are elected in any given year.  Newly-elected Directors shall be installed as the last order of business at the annual meeting during which they are elected.

 5.3:  In the event that a Director position becomes vacant, a replacement shall be elected at the next meeting of the full membership.  Nominations shall be by voice from the floor and election shall be by means of written ballots.  A simple majority of votes cast shall determine the will of the Membership.  The newly-elected Director shall serve the remainder of the term of office associated with that particular position.

Article VI - Board of Directors

 6.1:  A Board of Directors, also referred to herein as “Board,” shall provide direction and continuity to TLC activities, plan special programs and events, recommend actions to the general membership, review and oversee financial transactions, and perform other duties specified herein or requested by the general membership.

 6.2:  The elected Officers and Directors shall constitute the Board.  The Past President shall serve for one year as an honorary, non-voting member of the Board to provide continuity of operations and activities.

 6.3:  The Board shall meet or confer when necessary to transact TLC business.  Five members of the Board shall constitute a quorum.

 6.4:  The Board shall establish all standing and ad hoc committees.

 6.5:  The Board shall, as necessary, extend the duties of the elected Officers and Committees.

 6.6:  The Board shall establish the date, time, and location of all Board and General Membership meetings.

 Article VII - General Membership Meetings

 7.1:  There shall be an annual meeting of the General Membership.  The Board shall determine the date, time, and location of this meeting.  Officers and Directors shall be installed at this annual meeting.  A written notice, stating date, time, and location of the annual meeting, shall be mailed to each TLC member and postmarked no less than 30 days prior to the scheduled date of the annual meeting.

 7.2:  A special meeting of the General Membership may be called by a majority of the

Board members, or by submission to the Secretary of a petition signed by no fewer than one-third of the current voting membership.  The Board shall, within 45 days of receipt by the Secretary of a petition, schedule a meeting of the current Membership.  A written notice, stating date, time, and place of the special called meeting, shall be mailed to each TLC member and postmarked no less than 30 days prior to the scheduled date of the called meeting.  The purpose for which the meeting is called shall be stated in the notice.

 7.3:  Ten percent of the Regular Members, as defined in Sections 3.2 and 3.3, shall constitute a quorum.  The vote of a majority of Regular Members represented at a meeting, either in person or by proxy, shall define the will of the membership.

 7.4:  Each Regular Member represented, either in person or by proxy, at a meeting of the Membership shall be entitled to cast one vote on each matter submitted to a vote.  A proxy shall be in writing, signed by the member, and shall be valid during the meeting for which it was executed.

Article VIII - Committees

 8.1:  Standing and ad hoc committees shall be established by the Board as deemed necessary.       

 8.2:  A standing Election Committee shall be appointed by the Board.  Board members shall not serve on the Election Committee.  The Election Committee shall conduct the annual election of Officers and Directors.  The Election Committee shall:

             8.2.1:  Solicit and accept nominations for Officer and Director positions;

8.2.2:  Prepare election materials, including curricula vita and ballots, and mail said election materials to all Regular Members verified by the Treasurer as members in good standing, with all mailings postmarked no less than 30 days before the annual meeting at which the elected Officers and Directors are to be installed;

8.2.3:  Receive all election ballots returned by the voting Membership and, at the annual meeting, open the envelopes, count the ballots, and announce the results; and 

8.2.4:  Destroy all ballots after the results are announced and the new Officers and Directors are installed.

 8.3:  A standing Property Committee shall be appointed by, and chaired by, the Vice President.  The Property Committee shall be responsible for purchasing, listing, labeling, storing, and distributing all properties belonging to TLC.

Article IX - Amendments to By-Laws

 9.1:  Proposed amendments to these bylaws may be submitted to the Board by any Regular Member or by an ad hoc Bylaws Review Committee appointed by the Board.

 9.2:  The proposed amendments shall be submitted, by mail, to the Regular Members within 45 days after being received by the Board.  The mailing shall stipulate a date by which all ballots must be returned.

 9.3:  Ballots shall be returned to the TLC Secretary, who shall tabulate the ballots and announce the results.

Article X - Non-Profit Organization

 10.1:  The Tennessee Llama Community, Inc. is a non-profit organization as defined by Section 501(c)(3) of the Internal Revenue Code.

 Article XI - Dissolution

 11.1:  Upon the dissolution of TLC, its assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code.  Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is located, exclusively for such exempt or public purposes or to such organization or organizations, as such court shall determine, which are organized exclusively for such purposes.