BY-LAWS OF NEW JERSEY ALPACA COMMUNITY, INC.

ARTICLE I - NAME, PURPOSE

Section 1: The name of the organization shall be: New Jersey Alpaca Community, Inc. (“NJAC”). NJAC is a nonprofit New Jersey corporation.

Section 2: NJAC has a synergistic three-part mission statement. Breeding Mission: to breed and promote the finest quality alpacas. Educational Mission: to educate our members about (1) sound husbandry practices and current veterinary knowledge for optimal care of our alpacas and (2) alpaca fiber and alpaca fiber end products. Marketing Mission: to promote the growth of the alpaca industry in New Jersey by increasing public awareness of alpacas, alpaca fiber and fiber end products. NJAC will be an affiliate of the Alpaca Owners and Breeders Association (AOBA) and abide by its guidelines.

ARTICLE II - MEMBERSHIP

Section 1: Application for membership shall be open to any alpaca enthusiast over the age of eighteen (18) years who is based in New Jersey and supports the mission statement in Article 1, Section 2. Continuing membership is contingent upon being up-to-date on membership dues and having attended 1general NJAC meeting or NJAC sponsored event in the past 12 months. Those representatives of a Voting Membership Farm that meet the above criteria shall be known as members in Good Standing.

Section 2: Voting Membership shall be granted to NJAC members that are also an AOBA Farm member. All other members will be non-voting members.

Section 3: Each Voting Membership Farm of the New Jersey Alpaca Community shall have two (2) votes that may be cast at any voting meeting.

ARTICLE III - MEETINGS OF MEMBERS

Section 1: The dates of the regular meetings shall be set by the Board of Trustees who shall also set the time (as specified in Section 3 and 4 of this article) and place.

Section 2: Special Meetings. Special meetings may be called by the President or a simple majority of the Board of Trustees. A petition signed by ten percent of the Voting Membership may call a special meeting.

Section 3: Notice. Notice of each meeting shall be given to each member, by mail or via electronic means (email, fax, etc), not less than twenty (20) days before the meeting.

Section 4: Meeting Calendar. At the last general membership meeting of each calendar year, the Board will publish the meeting calendar for the next year. The meetings on the published calendar will be the Scheduled Meetings.

Section 5: Annual/Election Meeting. The last general membership Scheduled Meeting each year will contain as an item of business the election of Board Members for the positions expiring in the current year. The new Board Members will assume their duties immediately upon adjournment of the Annual/Election Meeting. The new board will meet immediately following the Annual/Election Meeting to assign the newly elected board members to a specific vacant board position.

Section 6: Quorum. To attain a quorum for any voting meeting; 20% of the Voting Membership Farms must be present at the meeting.

ARTICLE IV - BOARD OF TRUSTEES

Section 1: Board Role, Size, Composition. The Board is responsible for overall policy and direction of NJAC, and can delegate responsibility for day-to-day operations to NJAC’s committees.

Section 2: Meetings. The Board shall meet at least quarterly, at an agreed upon time and place. Board Meeting will be open to all NJAC members and notification must occur as specified in Article III Section 3. Only Members of the Board of Trustees can vote at a Board of Trustees meeting.

Section 3: Board Elections. Up to five (5) Board members shall be elected by the voting members at the annual Election Meeting. An election committee made up of volunteers and appointees of the general membership shall be established to create a slate of candidates for each Board election. The only requirement to stand for election as a Board Member is to be a representative of a current Voting Membership Farm in good standing.

Section 4: Election Procedures.

A. The Election Committee shall be responsible for nominating a slate of member representatives to stand for election and making that slate known to the membership at least 20 days in advance of the Annual Election.

B. The election committee will produce ballots and make them available to the membership at the same time as the slate of nominees is made known to the membership. The ballots will reflect the slate of nominees and be accompanied by a profile prepared by each nominee. Space will be allocated for write in candidates. These ballots must be returned to the Election Committee prior to the annual election meeting and the Election Committee will validate each ballot against the Voting Membership list and report the final tally of valid votes after Section 4.c is complied with.

C. The election will be held at the Annual Election Meeting of NJAC. At the Annual Election Meeting specified in Article III Section 5, nominations from the floor will be entertained. Write in candidates will also be allowed during the Annual Election Meeting. Voting membership Farms will be offered the opportunity to adjust their ballot prior to the reporting of the final tally of votes by the election committee.

D. All candidates must meet the requirements set forth in Article IV Section 5

E. The nominees for the open board positions that receive the greatest number of the votes cast at the Election Meeting shall be considered a Board Member Elect and assume their duties as specified in Article III

Section 5: Terms. All Board members shall serve two-year terms, but are eligible for re-election. However, no board member shall serve more than two consecutive two-year terms. The first Board will include members with one year terms (the Secretary and Member-at- Large) to establish staggered terms.

Section 6: Quorum. A majority of three (3) voting Board Members shall constitute a quorum for the transaction of business. If the Board Membership is increased at some future date, the quorum is defined as the number of Board Members that would constitute a simple majority of the board. A quorum must be present before business can be transacted or motions made or passed. Attendance by conference call is acceptable to create the quorum.

Section 7: Notice. An official Board meeting requires that each Board member have written or electronic notice twenty (20) days in advance.

Section 8: Officers and Duties. There shall be five (5) officers of the Board consisting of a President, Vice-President, Secretary, Treasurer, and one (1) At-Large Board Member. The officers shall be elected by the NJAC membership at the Election Meeting and assume their duties upon adjournment of the Election Meeting.