IMPACAbylaws

IMPACA, INC.

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ARTICLE I

Purpose

1.1 To promote public awareness and membership appreciation of the
alpacas unique qualities.

1.2 To educate the membership on the care and breeding of alpacas.

1.3 To promote the growth of the Alpaca industry as a whole.

1.4 To foster the establishment of the breed outside of its native
land by encouraging good husbandry and breeding practices based upon,
but not limited to, herd health, overall soundness and wool production.

1.5 To maintain a strong relationship with the national Alpaca
industry as an Affiliate organization in good standing of the Alpaca
Owners and Breeders Association (AOBA).

ARTICLE II

Membership

2.1 Membership. Any person or organization interested in the purposes
of IMPACA, INC. (hereafter the 'Association') may, upon written
application submitted in the form and manner specified by the
Secretary of the Association (hereafter the 'Secretary') and the Board
of Trustees (hereafter the 'Board') and upon payment of the initial
membership fee become a member of said Association (hereafter
'Member's') and shall remain a Member in good standing upon payment
of annual dues. Those Members (hereafter the 'Membership') shall be
granted those rights and privileges as stated herein.

2.2 Membership Fees and Dues. The annual dues shall be set by the
Board and approved by the Membership at each Annual Meeting. Annual
dues may be prorated for those individuals becoming Members after
March 1st of each year.

2.3 Classes of Membership. There shall be three classes of Members.

Farm Membership: Requires concurrent membership in good standing,
either Farm or Associate, in AOBA. A member in good standing with the
Association shall have paid the current year's dues. Good standing
entitles the member to:
* Voting privileges
* Meeting attendance
* Inclusion in the association website
* Discounts on workshops and conference fees sponsored by the
association where funding is being supplied, in part, by AOBA
* Receipt of the Association newsletter

Associate Membership: No requirement for membership in AOBA. A member
in good standing shall have paid the current year's dues. Good
standing entitles the member to:
* Meeting attendance
* Attendance at workshops and conferences sponsored by the Association
* Receipt of the Association newsletter

Honorary Membership: This class is established to recognize unique and
important contributors to the Association and the alpaca industry.
Honorary membership may be awarded upon majority agreement of the
membership at any regular meeting. Honorary members are entitled to:
* Meeting attendance
* Attendance at workshops and conferences sponsored by the Association
* Receipt of the Association newsletter

2.4 Voting Rights. Each Farm Membership shall be entitled to two (2)
votes on all matters submitted to a vote of the Membership.

ARTICLE III

Meetings of Members

3.1 Annual Meeting. There shall be an Annual Meeting of the
Membership (hereafter 'Annual Meeting') called by the Board. The
Annual Meeting shall take place in the third quarter of each year. At
the Annual Meeting the Membership shall transact such business as
shall properly come before it.

3.2 Special Meetings. Special meetings of the Membership may be
called by a majority vote of the Board, or by petition to the Board of
not less than twenty percent (20%) of the Farm Membership.

3.3 Notice of Meeting. Written notice stating the place, day and hour
of any meeting of the Membership shall be delivered by mail or
electronic mail to each member not less than twenty (20) and not more
than sixty (60) days before the date of the meeting. Such notice
shall provide the opportunity for each Farm Member to cast his/her
ballot on the meeting agenda items. Any such notice shall state the
purposes of the meeting.

3.4 Quorum. Thirty percent (30%) of all Farm Members at any duly
noticed meeting shall constitute a quorum at such meeting. For
purposes of establishing a quorum any mail ballot duly certified shall
be considered as if the Farm Member were present. If a quorum is not
present, a majority of the Farm Members present may adjourn and
continue the meeting to a time certain without further notice.

3.5 Manner of Acting. A majority of the Farm Members present or
voting by mail on a matter at a meeting at which a quorum is present
shall be necessary for the adoption of the matter being voted on
unless a greater proportion is required by law or the By-Laws. If a
matter on the agenda of the Annual Meeting is submitted to Farm
Members, and provision made for voting by mail, a Farm Member may vote
by mailing his/her ballot to the Secretary or other designated person.
No vote shall be counted unless postmarked by a date set by the
Board, which date shall be indicated on the ballot. The ballots shall
not be counted before the meeting, except to determine a quorum.

ARTICLE IV

Board of Trustees

4.1 General Powers. The affairs of the Association shall be managed
by the Board. The Board shall set policy, appoint officers not
elected by the Farm Membership, and perform the duties as set forth in
the By-Laws. The Board may, at its sole discretion, adopt the
findings of any duly constituted committee or outside consultants.
Trustees must be members in good standing of the Association.

4.2 Number, Tenure, and Term. There shall be four (4) voting trustees
(hereafter, 'Trustee's'). The Trustees shall serve a term of two (2)
years, which terms shall be staggered so that two (2) Trustees will be
elected each year for a two (2) year term. All expired terms shall be
filled by election at the Annual Meeting, according to the provisions
of Article 3.5 and Article VI. Trustees may serve for an unlimited
number of terms.

4.3 Regular Meetings. A regular meeting of the Board shall be held
quarterly and may be held telephonically. All meetings shall be open
to the Membership for the purpose of allowing the Board and the
Membership to discuss issues of importance to the Association. The
minutes shall be taken by the Secretary and be available to the
Membership.

4.4 Special Meetings. Special meetings of the Board may be called at
the request of three (3) Trustees or by the President. The Trustees
or the President calling the meeting may fix the time, place and date
of the meeting. Special meetings by means of telephonic conference
are authorized. Minutes of any meeting shall be taken by the
Secretary and be available to the Membership.

4.5 Notice. Notice of the time and place of any special meeting shall
be given to each of the other Trustees in person, by e-mail or by
telephone at least seventy-two (72) hours in advance of the meeting or
by written notice mailed with postage prepaid to the address of the
Trustee as it appears in the records of the Association. Such notice
must be mailed not later than the fifteenth (15th) day before the day
of the meeting. The attendance of a Trustee at any meeting shall
constitute a waiver of notice of such meeting, except where a Trustee
attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called
nor convened. The purpose of the meeting shall be specified in the
notice.

4.6 Three (3) Trustees shall constitute a quorum for the transaction
of business at any meeting of the Board; but if a majority is not
present, a majority of those present may adjourn the meeting to a time
certain without notice.

4.7 Manner of Acting. The act of a majority of the voting Trustees
present at a meeting at which a quorum is present shall be the act of
the Board, unless the action of a greater number is required by law or
these By-Laws.

4.8 Vacancies. Any vacancy occurring in any trusteeship shall be
filled by the remaining Trustees even though less than a quorum of the
Board is remaining in office. The Board shall fill the vacancy by
appointment of the candidate having received the next most votes at
the last election of Trustees. If this candidate is unwilling or
unable to serve, the vacancy shall be filled by affirmative vote of a
majority of the remaining Trustees though less than a quorum of the
Board. A Trustee appointed to fill a vacancy shall complete the
unexpired term of his predecessor in office.

4.9 Compensation. Trustees shall not receive a salary for their
services, but by resolution of the Board, expenses of attendance, if
any, may be allowed for attendance at each regular or special meeting
of the Board. Any such compensation shall be budgeted for and
approved by the Members at the Annual Meeting.

4.10 Recall of Trustee. A Trustee may be removed from office by a
recall election. A Trustee may be removed by a two-thirds (2/3)
affirmative vote of all Farm Members at the Annual Meeting or Special
Meeting of the Membership called for the purpose of a recall election
where twenty percent (20%) of the Farm Membership has signed a
petition calling for a recall election at such meeting of the
Membership. A petition to recall a Trustee must be filed with the
Board and the Secretary at least sixty (60) days before the date of
the meeting. The notice of the meeting shall specify that the recall
election will be on the agenda of the meeting. The recall election
voting shall be governed by the provisions of Article 6.6.

ARTICLE V

Officers

5.1 Officers. Officers of this Association includes President,
Vice-President's), and Secretary, and Treasurer ('Officer's)') who
shall be Farm Members in good standing. Officers, other than the
President, may be appointed by the Board at its sole discretion.

5.2 President. The President shall be the principal executive officer
of the Association and shall in general supervise and direct all of
the business and affairs of the association with the advice and
consent of the current Board. He/She may sign, with the Secretary or
any other proper Officer of the Association, contracts or other
instruments which the Board has authorized to be executed, except in
the cases where the signing and execution thereof shall be expressly
delegated by the Board or by the By-Laws or by statute to some other
Officer or Agent of the Association; and in general he/she shall
perform all duties incident to the office of President and such other
duties as may be prescribed by the Board from time to time. The
President shall be a member of the Board and have full voting power.

5.3 Vice-President. In the absence of the President or in the event
of his/her inability to act, the Vice-President (or in the event there
is more than one Vice-President, the Vice-Presidents in the order of
their appointment) shall perform the duties of the President, and when
so acting, shall have all the powers of and be subject to all the
restrictions upon the President. Any Vice-President shall perform
such other duties as from time to time may be assigned to him/her by
the President or by the Board. This Office (these Offices) shall
remain vacant until such time as the Board shall establish it (them).

5.4 Treasurer. The Treasurer shall have charge and custody of and be
responsible for all funds and securities of the Association, receive
and give receipts for monies paid to the Association from any source
whatsoever, and deposit all such monies in the name of the Association
in such banks, trust companies or other depositories as shall be
selected by the Board and in general perform all the duties incident
to the office of the Treasurer and such other duties as from time to
time may be assigned by the President or by the Board. If required by
the Board, the Treasurer shall give a bond for the faithful discharge
of his/her duties in such sum and with such surety or sureties as the
Board shall determine. The Treasurer shall give a full and
comprehensive Annual Report of the financial standing and affairs of
the Association to the Membership at the Annual Meeting.

5.5 Secretary. The Secretary shall keep the minutes of the meetings
of the Board and Annual Meetings in one or more books provided for
that purpose. The Secretary shall see that all notices are duly given
in accordance with the provisions of these By-Laws or as required by
law, be custodian of the Association records including current
Membership records unless otherwise designated by the Board, keep a
register of the post office address of each Trustee (which shall be
furnished to the Secretary by each Trustee) and in general perform all
duties incident to the office of Secretary and such other duties as
from time to time may be assigned to him/her by the President or by
the Board.   The Secretary will supervise all elections, count the
ballots, tabulate the results and report in writing to the Membership
and the Board the names of those elected. One person may assume the
duties of both the Secretary and Treasurer.

5.7 Compensation. Officers shall not receive a salary for their
services, but by resolution of the Board, expenses of attendance, if
any, may be allowed for attendance at each regular or special meeting
of the Board. Any such compensation shall be budgeted for and
approved by the Farm Members at the Annual Meeting.

5.8 Removal. An Officer may be removed by a unanimous vote of the
Board whenever in its judgment the best interests of the Association
would be served thereby. The Farm Membership may remove an Officer by
the same procedure provided in Section 4.10 for the removal of Trustees.

5.9 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by appointment
of the Board for the unexpired portion of the term.

5.10 Election and Term of Office. The President's term shall be for
one (1) year. The President of the Association shall be elected by a
simple majority of the Board from the current Board. Except for the
President, the Officers shall be appointed by the Board.

ARTICLE VI

Nomination and Election Procedures for Board of Trustees

6.1 Nominating Committee. The Board and President shall provide for
the appointment, at least three (3) months before the Annual Meeting,
of three (3) Farm Members of the Association, none of whom shall be a
Trustee, to constitute a nominating committee (hereafter, 'Nominating
Committee'). The Nominating Committee shall use good faith efforts to
recruit and nominate at least two (2) candidates for each vacancy of
the Board. In the event there is only one candidate for each vacancy,
an election will not be held and each candidate will be deemed elected
to fill each vacancy. In the event there are three (3) candidates for
two (2) vacancies, the three (3) candidates shall appear on the ballot
and the two (2) candidates receiving the greatest number of the votes
shall be deemed elected to fill the two (2) vacancies.

6.2 Nomination by Petition. Three (3) or more Farm Members in good
standing of the Association may nominate one (1) or more candidates
for Trustee's) by petition delivered to the Nominating Committee not
less than seventy-five (75) days prior to the Annual Meeting.

6.3 Qualifications, Statement of Candidacy. All nominees must be Farm
Members in good standing of the Association. Nominations shall be
closed not later than two (2) months before the first day of the
Annual Meeting. The Nominating Committee may request that the
nominees individually submit a statement on behalf of their candidacy
no later than six (6) weeks before the first day of the Annual
Meeting. The form of the statement and its distribution to the
Membership shall be established by the Nominating Committee, which
shall decide any question of compliance with the standards that the
committee may establish with respect to such form.

6.4 Ballot. At least four (4) weeks before the Annual Meeting a
ballot containing the names of the nominees shall be mailed by the
Nominating Committee to each Farm Member of the Association. The
ballot may be accompanied by the statement of each nominee in a form
approved by the Nominating Committee.

6.5 Voting Procedure. Each Farm Member shall exercise his/her right
to vote by mailing the ballot to the Secretary of the Association. No
ballot by mail shall be counted unless postmarked by the date set by
the Secretary , which date shall be indicated on the ballot.
Procedures for balloting by mail shall be established to assure the
secrecy of each Farm Member's vote.

6.6 Election. The Secretary of the Association or the President may
complete the election and announce the results as soon as practical
after the election, but not later than thirty (30) days thereafter.

ARTICLE VII

Committees

7.1 Committees. The Board, by resolution adopted by a majority of the
Trustees, may designate and appoint one or more committees, which may
include one or more Trustees where appropriate. These committees, to
the extent provided in said resolution, shall have and exercise
authority as specified by the Board. Except as otherwise provided in
such resolution, members of each such committee shall be members of
the Association, and the President of the Association shall appoint
the Members thereof with approval of the Board. Any Member thereof
may be removed by the President whenever, in his/her judgment, the
best interest of the Association shall be served by such removal. The
designation and appointment of any such committee and the delegation
thereto of authority shall not operate to relieve the Board, or
Officer, or any individual Trustee, of any responsibility imposed upon
it or him/her by law.

7.2 Purpose. The purpose of any such designated committee shall be to
discharge the tasks assigned to the committee by the Board. The
findings and recommendations of the committee's) shall be promptly
reported to the Board.

7.3 Chairman. One (1) Member of each committee shall be appointed
Chairman by the President with approval of the Board.

7.4 Vacancies. Vacancies in any committee may be filled by
appointments made in the same manner as provided for in the case of
the original appointments.

7.5 Quorum. Unless otherwise provided in the resolution of the Board
designating a committee, a majority of the whole committee shall
constitute a quorum and the act of a majority of the Members present
at a meeting at which a quorum is present shall be the act of the
committee.

ARTICLE VIII

Books, Records and Budgets

8.1 Records and Right of Inspection. The Association shall keep
correct and complete books and records of account and shall also keep
minutes of the proceedings of its Members and Board and shall keep a
record giving the names and addresses of the Farm Members entitled to
vote. All books and records of the Association may be inspected by
any Farm Member, or his/her agent or attorney, for any purpose at any
reasonable time. The Trustees shall cause the books and records of
the association to be compiled annually according to established
accounting procedures. A copy of this report shall be mailed to the
members annually. Furthermore, this report shall be open for
discussion as an agenda item at the Annual Meeting.

8.2 Budget. The Board shall cause to be created an annual budget for
the operation of the Association which shall be submitted to the
Members at the Annual Meeting for their approval.

ARTICLE IX

Indemnification

9.1 Indemnification. The Association shall have the power to
indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Association) by reason
of the fact that he/she is or was a Trustee, Officer, employee or
agent of the Association, or is or was serving at the request of the
Association as a Trustee, Officer, employee or agent of another
corporation, against expenses (including attorney fees), judgments,
fines or amounts paid in settlement actually and reasonably incurred
by him/her in connection with such action, suit or proceeding if he
acted in good faith and in a manner he/she reasonably believed to be
in or not opposed to the best interests of the Association, and, with
respect to any criminal action or proceeding, had no reasonable cause
to believe his/her conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith
and in a manner which he/she reasonably believed to be in or not
opposed to the best interests of the Association, and, with respect to
any criminal action or proceeding, had reasonable cause to believe
that his/her conduct was unlawful.

ARTICLE X

Parliamentary Authority

10.1 The proceedings at all meetings of the Membership and the Board
shall be governed by Roberts Rules of Order unless otherwise specified
by the By-Laws.

ARTICLE XI

Dissolution

11.1 Decision to Dissolve. The dissolution of the Association may be
authorized at a meeting of the Membership upon the adoption of a
resolution to dissolve by majority vote of the Farm Members.

11.2 Payment of Liabilities and Distribution of Assets. Upon
dissolution, all liabilities and obligations of the Association shall
be paid, satisfied and discharged, or adequate provisions shall be
made therefore and then the remaining assets shall be liquidated and
distributed to the Members on a pro-rata basis up to the total amount
of dues contributed by each Member. Any remaining assets after
distribution to the Members as set forth above shall be distributed to
a non-profit fund, foundation or corporation that is organized and
operated exclusively for charitable, scientific or educational
purposes and that has established its tax exempt status under
501(c)(3) of the Internal Revenue Code. The specific organizations
shall be chosen by the Board at the time of dissolution.

ARTICLE XII

Amendment

12.1 Procedure. Amendments to the By-Laws may be proposed by a
petition signed by twenty percent (20%) of the Farm Membership or by
the majority vote of the Board. The By-Laws may be amended by a
two-thirds (2/3) affirmative vote, including votes cast by mail, of
all Farm Members. Notice that such business is one of the purposes of
the Annual Meeting shall be given in advance to Members in the same
time and manner provided for in Article 3.3. A copy of any proposed
amendment of the By-Laws, including any recommendation the Board may
wish to make on the amendment, shall accompany the notice of the
meeting. Farm Members may vote on a proposed amendment of the By-Laws
by voting at the meeting or by mail. Votes cast by mail on a proposed
amendment shall count for purposes of determining a quorum at the
meeting.

12.2 Amendment of By-Laws at Annual Meeting. Any proposed amendment
of the By-Laws shall be submitted to the Board not less than sixty
(60) days before the Annual Meeting.

These Bylaws of IMPACA, INC. were amended on the 30th day of September, 2006.