UNITED CHAINSAW CARVERS GUILD, INC.

                                         ARTICLE I - OFFICES

The principal office of the Corporation shall be on the Internet where official business may be conducted.

     The Corporation may also have offices at such other places within or without this state as the board may from time to time determine or the business of the Corporation may require.

                                        ARTICLE II - PURPOSES

The purposes for which this Corporation has been organized are as follows:

The United Chainsaw Carvers Guild is an organization of chainsaw carvers with members in several countries worldwide. Our purpose is to promote the art of chainsaw carving and serve as an artistic reservoir for the cultural exchange of this art. It functions as a bridge for national and international cooperative programs and educational opportunities. It supports publications to enhance the enjoyment and skills of chainsaw carvers everywhere by freely sharing knowledge, experience and friendship for the mutual benefit of all.

                                        ARTICLE III - MEMBERSHIP

 1. QUALIFICATIONS FOR MEMBERSHIP . Any person interested in the Art of Chainsaw Carving.

 2. MEMBERSHIP MEETINGS.

        The annual membership meeting of the Corporation shall be held during the Ridgway Rendezvous each year except that if the Rendezvous event is not held, in which the Directors shall determine a day and location within one month from the date the Rendezvous is normally held. The Secretary shall cause to be mailed to every member in good standing at his address as it appears on the membership roll book of the Corporation a Notice stating the time and place of the annual meeting.

             Regular meetings of the Corporation shall be held :

        The presence at any membership meeting of not less than 10 members shall constitute a quorum and shall be necessary to conduct the business of the corporation. A membership roll showing the list of members as of the record date, certified by the Secretary of the Corporation, shall be produced at any meeting of members upon the request therefore of any member who has given written notice to the corporation that such request will be made at least ten days prior to such meeting. Ail persons appearing on such membership roll shall be entitled to vote at the meeting.

   3. SPECIAL MEETINGS.

Special meetings of the Corporation may be called by the Directors. The Secretary shall cause a notice of such meeting to be mailed or emailed to all members at their addresses as they appear in the membership roll book at least ten days but not more than sixty days before the scheduled date of such meeting. Such notice shall state the date, time, place and purpose of the meeting and by whom called.

        No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

 4. FIXING RECORD DATE.

        For the purpose of determining the members entitled to notice of or to vote at any meeting of members, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the members entitled to receive any distribution or any allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of members. Such date shall not be more than sixty nor less than ten days before any such meeting, nor more than sixty days prior to any other action.

 5. ACTION BY MEMBERS WITHOUT A MEETING.

        Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all the members entitled to vote thereon.

 6. PROXIES.

          Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy .

         Every proxy must be signed by the member of their attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy . Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.

 MEMBERSHIP DUES. To be determined by the Board of Directors.

                                ARTICLE IV - DIRECTORS

 1. MANAGEMENT OF THE CORPORATION.

        The Corporation shall be managed by the Board of Directors which shall consist of not less than nine directors. Each director shall be at least nineteen years of age. 

 2. ELECTION AND TERM OF DIRECTORS.

         The membership shall elect directors to hold office at a predetermined time each year. Each director shall hold office, for a three year term, until the expiration of the term for which he were elected and until their successor has been elected and shall have qualified, or until their prior resignation or removal. The Board will be divided into three groups and be elected on a rotation basis. Only one third of the Board will be elected each year.

 

 3. INCREASE OR DECREASE IN NUMBER OF DIRECTORS.

        The number of directors may be increased or decreased by vote of the members or by a vote of a majority of all of the directors. No decrease in number of directors shall shorten the term of any incumbent director.  

 4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

        Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board for any reason except the removal of Directors without cause may be filled by a vote of a majority of the Directors then in office, although less than a quorum exists, unless otherwise provided in the certificate of incorporation. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the members. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unfulfilled term of his predecessor .

 5. REMOVAL OF DIRECTORS.

       Any and all of the directors may be removed for cause by vote of the members or by action of the Board. Directors may be removed without cause only by vote of the members.

 6. RESIGNATION.

        A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

 7. QUORUM OF DIRECTORS.

      Unless otherwise provided in the Certificate of Incorporation, a majority of the entire board , shall constitute a quorum for the transaction of business or of any specified item of business.

  8. ACTION OF THE BOARD.

       Unless otherwise required by law, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. Each Director present shall have one vote.

  9. PLACE AND TIME OF BOARD MEETINGS.

        The Board may hold its meetings at an office of the Corporation or at such other places, either within or without the state, or on the Internet as it may from time to time determine.

 10. REGULAR ANNUAL MEETING.

       A regular annual meeting of the Board shall be held within the week of the annual meeting of members at the place to be determined by the Directors.

  11. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

        Regular meetings of the Board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the Board shall be held upon notice to the Directors and may be called by the President upon three days' notice to each director either personally or by mail or by wire or by email or Internet; special meetings shall be called by the President or by the Secretary in a like manner on written request of two Directors. Notice of a meeting need not be given to any Director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to them.

       A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

 12. CHAIRMAN.

     At all meetings of the Board the President, or in their absence, a Chairman chosen by the Board shall preside.

13. EXECUTIVE AND OTHER COMMITTEES.

     The Board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other committees, each consisting of three or more Directors. Each committee shall have such powers as delegated by the Board and shall serve at the pleasure of the Board.

The President, or in their absence, a Chairman chosen by the Board may also designate committees consisting of Directors and/or members, in which will serve to provide the Board with ideas and suggestions. Each committee shall have such powers as delegated by the Board and shall serve at the pleasure of the Board.

                             ARTICLE V - OFFICERS

1. OFFICES, ELECTION, TERM.

        Unless otherwise provided for in the Certificate of Incorporation, the Board may elect or appoint a President, one or more Vice- Presidents, a Secretary and a Treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided. All officers shall be elected or appointed to hold office until the beginning of the Corporations fiscal year. Each officer shall hold office for the term for which they are elected or appointed and until their successor has been elected or appointed and qualified.

   2. REMOVAL, RESIGNATION, SALARY.

         Any officer elected or appointed by the Board may be removed by the Board with or without cause. In the event of the death, resignation or removal of an officer, the Board in its discretion may elect or appoint a successor to fill the unfulfilled term. Any two or more offices may be held by the same person, except the offices of President and Secretary .The salaries of all officers, if any, shall be fixed by the Board.

   3. PRESIDENT.

          The President shall be the Chief Executive Officer of the Corporation; they shall preside at all meetings of the members and of the Board; they shall have the general management of the affairs of the Corporation and shall see that all orders and resolutions of the Board are carried into effect.

    4. VICE-PRESIDENTS.

         During the absence or disability of the President, the Vice-President, or if there are more than one, the Executive Vice-President, shall have all the powers and functions of the President. Each Vice-President shall perform such other duties as the Board shall prescribe.

     5. TREASURER.

         The Treasurer shall have the care and custody of all the funds and securities of the Corporation, and shall deposit said funds in the name of the Corporation in such bank or trust company as the Directors may elect; they shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Corporation; when countersigned by the President

   6. ASSISTANT-TREASURER.

         During the absence or disability of the Treasurer, the Assistant-Treasurer shall have the powers and functions of the Treasurer.

    7. SECRETARY .

         The Secretary shall keep the minutes of the Board of Directors and also the minutes of the members. They shall have the custody of the seal of the Corporation, unless the Board deems otherwise, and affix and attest the same to documents when duly authorized by the Board of Directors. They shall attend to the giving and serving of all notices of the Corporation, and shall have charge of such books and papers as the Board of Directors may direct; they shall attend to such correspondence as may be assigned to him, and perform all the duties incidental to his office. They shall keep a membership roll containing the names, alphabetically arranged, of all persons who are members of the corporation, showing their places of residences and the time when they became members.

  8. ASSISTANT-SECRETARIES.

         During the absence or disability of the Secretary, the Assistant-Secretary, shall have all the powers and functions of the Secretary .

   9. SURETIES AND BONDS.

          In case the Board shall so require, any officer or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the Board may direct, conditioned upon the faithful performance of his duties to the Corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his           

                                  ARTICLE VI - SEAL

        The seal of the Corporation shall be as follows:

UNITED CHAINSAW CARVERS GUILD, INC.

Corporate Seal 2002 Pennsylvania

                                ARTICLE VII - CONSTRUCTION

        If there are any conflicts between the provisions of the Certificate of Incorporation and these By-Laws, the provisions of the Certificate of Incorporation shall govern.

                                ARTICLE VIII - AMENDMENTS

        The By-Laws may be amended at any regular or special meeting of the membership, provided that the proposed amendments shall be given to each member at least twenty (20) days prior to said meeting.