Bylaws

BYLAWS OF THE INTERNATIONAL ASSOCIATION OF BUTTERFLY EXHIBITORS AND SUPPLIERS

ARTICLE I.

OFFICE 

Section 1.1 Business Offices.
The principal office of the International Association of Butterfly Exhibitions and Suppliers (the corporation, hereafter referred to as the Association) shall be located in Thornton, Colorado, USA.  The Association may have such other offices, either within or outside Colorado, as the Board of Directors may designate or as the affairs of the Association may require from time to time.

Section 1.2 Registered Office. 
The registered office of the Association, required by the Colorado Nonprofit Corporation Act of 1998, is to be maintained in Colorado and may be, but need not be, the same as the principal office if in Colorado, and the address of the registered office may be changed from time to time by the Board of Directors of the Association.

Section 1.3 Purpose. 
The purpose of the Association is to promote the international industry of live butterfly exhibitions and their suppliers.  Such interests of the industry could include but are not limited to:

• promoting cooperative marketing and public relations;
• maintaining fluid and constant communication with government regulatory bodies, international couriers, and others involved with the functioning of the industry;
• regularly organizing regional and international industry-wide conferences
• serving as a clearinghouse for matters of mutual interest such as, but not limited to, environmental education, breeding techniques, technical installations, employment opportunities and maintaining a database of members – exhibitors, suppliers, consultants and others – for the benefit of all dues-paying members;
• developing common projects in the field of, but not limited to, awareness, conservation, education, scientific databases, etc.;
• the publishing of an industry newsletter;
• and more, as defined by the Board of Directors and in accordance with the above.

Section 1.4 Non Profit Trade Activities. 
The Association is a non-profit trade association.  The Association does not pursue any profitable activities. Any budget surpluses are to be fully reinvested in the Association.

Section 1.5 None Political Affiliations.
The Association shall endorse no partisan politics of any form nor any political candidate(s) or issue(s).  However, the association may represent its members in discussions with government agencies regarding regulatory issues that affect the members.

ARTICLE II.

MEMBERS

Section 2.1 Classification, Qualification, Privileges and Election of Members. 
Whenever the term “members” is used herein without further modification it shall refer to all members of every class.

(a) The Association shall have the following classes of voting members defined as and having the privileges indicated:

(i)  Regular Members:  Regular Membership is open to all institutions, public or private, that currently display or rear and/or supply living butterflies, whether seasonally or year-round, or will be opening a display within one calendar year.  Individuals and businesses that are engaged professionally as consultants in the industry are also welcome as members.  Subject to an invitation of the Board of Directors, so too are those individuals and institutions that are in some way devoted to the advancement of the industry but don’t necessarily fit in the category of exhibits, supplier and consultants.  Upon payment of annual dues, the institution named is entitled to appoint one (1) Institutional Representative who shall represent the member institution as the point of contact for all correspondence between the member and the Association, and shall have one (1) vote on all business decisions brought by the Board of Directors before the Association for a vote by the membership.

(ii)   Flagship Members: Flagship Membership is open to all institutions that qualify as members above. Flagship Membership differs from Regular Membership in the amount of annual dues required, being twice (two times) the amount paid by Regular Members. - In exchange, Flagship Member institutions will be more prominently featured in Association materials, including the website, brochures, and other promotional articles. Upon payment of annual dues, the institution named is entitled to appoint one (1) Institutional Representative who shall represent the member institution as the point of contact for all correspondence between the member and the Association, and shall have one (1) vote on all business decisions brought by the Board of Directors before the Association for a vote by the membership. 

(b) The Association shall have the following class of non-voting members defined as and having the privileges indicated:

(i) Individual Members: Individual Membership is open to all persons interested in furthering the mission and purpose of the Association.  Upon payment of annual dues, the individual is entitled to receive all notices, publications, newsletters, and other membership informational materials of the Association.  Individual Members, although non-voting for regular membership business, may serve in a voting capacity as a Director of the Board if elected as such by the voting members.

(c)  Eligibility
All individuals or legal entities interested in supporting the furthering of the mission of the Association are eligible for membership, and shall be deemed members of the Association upon payment of current dues, unless item (d) applies

(d) Denial of Membership
Any corporation, institution, or individual with practices or goals in conflict with the mission of the Association and/or its Ethics Guidelines may be denied membership by a majority vote of the Board of Directors. -     

Section 2.2 Dues.
(a) Payment Dates
Initial dues may be payable at any time, applicable to the current calendar year, and annual dues thereafter must be paid before the end of March for each calendar year.  Dues shall be deemed in arrears if not paid by the end of March for that calendar year.  Members from whom payment is in arrears as of April 1 will be considered suspended and re-inscription fee will be added to the membership fee.  Membership privileges will be denied to any member whose dues are in arrears.

(b) Amount Due
Annual dues (in US dollars) for the various classes of membership shall be established each year by the Board of Directors.  Payment may be made in US dollars or in other currencies accepted by the Board at an exchange rate established by IABES.

(c) Payment Methods
The Board of Directors may establish such rules and procedures for the manner and method of payment, the collection of delinquent dues, and the prorating or refund of dues in case that the Board of Directors deems necessary and appropriate.

Section 2.3 Attendance at IABES conference
Non-members may join any IABES conference for one time only by invitation of the Board of Directors. If a potential delegate wishes to attend a subsequent ECBES or ICBES gatherings, the delegate’s institution must be a member in good standing for the same year of the conference (e.g. membership dues paid in 2009 for a conference held in 2009). IABES conferences fees are determined for members and non- members. The amount for non-members shall not be less than 1.5 times the conference fee for members.  The board may waive any or all of the additional fees for first time attendees, presenters or consultants. IABES conferences fees are determined for members and non- members. The amount for non-members shall not be less than 1.5 times the conference fee for members.  The board may waive any or all of the additional fees for first time attendees, presenters or consultants. 

Section 2.4 Suspension and Termination of Membership.
The Board of Directors may expel any member of the Association for any cause it may deem sufficient for expulsion.  This action, or the re-installment of an expelled member, may be taken only after approval by a 2/3 majority of the Board of Directors.  A member may appeal such action to the Board of Directors or at least have the right to a proper hearing to state their case against the expulsion before action is taken by the Board of Directors. To protect the association against legal action following an expulsion, the ‘right to sue’ shall be limited or excluded.

Section 2.5 Transfer of Membership. 
All memberships in the Association are nontransferable.  Members shall have no ownership rights or beneficial interest of any kind in the assets of the Association.

Section 2.6 General Assembly of Members.  
Given the international nature of the Association, general assemblies will not be held physically, but only virtually.  A  General Assembly is held once a year, but further Assemblies may occur if requested by one-fifth of the membership.  Any matters brought to the membership for a vote can be presented at a meeting, for example during any of IABES’ international conferences and may also be consultatively voted upon during such meetings.  For the official and annual General Assembly, the Board of Directors must prepare an agenda of the topics that require a vote, presenting each of these in a clear and objective way.  

Section 2.7 Voting by Mailed Ballots. 
Voting by the members may also occur by mail, with ballots to be distributed to each eligible Institutional Representative by the Secretary of the Association or the Executive Director.  Such balloting by mail will include a voting response deadline of no less than two weeks from the time of the mailing.  The vote of a majority of the returned ballots shall be the act of the members.

Section 2.8 Committees.
Any member of the association may propose the creation of a committee for any appropriate purpose.  The Board of Directors must approve its creation and/or dissolution. Members of the committee shall elect a chairperson, subject to approval by the Board of Directors, who shall preside at all meetings of the Committee and supervise the conduct of the committee’s affairs.  This chairperson does not have to be a board member, however at least one board member should serve on each Committee.  The committee chairperson will be responsible, upon request of the Board of Directors, for reporting on the committee’s affairs.

ARTICLE III.

BOARD OF DIRECTORS

Section 3.1 General Powers. 
The business and affairs of the Association shall be managed by its Board of Directors, except as otherwise provided in the Colorado Nonprofit Corporation Act, the Articles of Incorporation, or these bylaws.

Section 3.2 Number.
The Association is directed by the Board of Directors, with a minimum of 5 members and a maximum of 11.

Section 3.3 Voluntary Membership.

All members of the Board, in their capacity as members, act on a voluntary basis. They travel to meetings at their own expense, except in extraordinary cases.  IABES funding for such cases will be  decided by a majority vote of the Board.

Section 3.4 Composition.

The Board’s composition should represent as best as possible the geographic distribution of the association’s membership.  Directors must be at least eighteen years old but need not be residents of Colorado.

Section 3.5 Election, Tenure and Qualifications of Regular Board Members.

At each annual General Meeting of the Board, those directors not re-elected, reaching the end of two terms, or wishing to end their activity before the end of any given term are replaced by new candidates. The candidates are chosen by a simple majority of votes by the General Assembly of Members. A maximum of four changes of Directors can take place at each annual General Meeting.  If necessary, the Board of Directors, by the affirmative vote of a simple majority, can decide to change the length of the term of a given member, in order to stay within this limit of four changes.

Section 3.6 Term Limitations.

With exception of what is stated in Section 3.5 and a decision of the majority of the members, no Director shall serve on the Board of Directors for more than two consecutive terms. One term lasts three years or less.

Section 3.7 Vacancies. 

Any board member may resign at any time by giving written notice to either the President or secretary of the Board of Directors.  A board member’s resignation shall take effect at the time specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.  Any vacancy occurring in the Board of Directors may be, but need not be, filled by the affirmative vote of a majority of the remaining Directors.  A board member that is elected to fill a vacancy shall be elected for the term remaining of the member whose position he or she is replacing.  Candidates for election to the Board of Directors may be nominated by current board members or may be self-nominated.

Section 3.8 Meetings of the Board. 

(i) General Meeting: An annual General Meeting of the Board of Directors shall be held during either an international convention if a majority of Directors is present, or virtually via either a phone conference and/or an internet dialogue. The purpose of the General Meeting is to review the financial condition of the association, allocate duties among the Board and to carry out such other business as may come before the meeting.  Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting, if consent in writing has been obtained by the affirmative vote of a majority of the members of the board beforehand.

(ii) Working Meetings: Working Meetings of the Board of Directors are called by the Executive Director at least twice a year. Their purpose is to allow the Board to decide on current affairs, prepare voting agendas, prepare General Assemblies (whether virtual or physical) and any other matter or decisions deemed necessary.  Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting, providing consent in writing has been obtained by the affirmative vote of the majority of the members of the board beforehand.

(iii) Notice: the Executive Director organizes the meetings of the Board of Directors, makes sure all can attend and sorts out the best possible virtual method, as well as day and hour of the meeting. Notice shall be given well in advance, in order for each member of the board to be fully prepared.

(iv) Quorum and Voting:  A majority of the directors with voting rights shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.  A Director may vote by proxy, if the proxy has been designated in writing to all other board members before the meeting and no member opposes.

(v)  Presumption of Assent: A director of the Association who is present at a meeting of the Board of Directors at which any action or any corporate matter is taken shall be presumed to have assented to the action taken unless such director’s dissent shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Association immediately after the adjournment of the meeting. Such written dissent must be postmarked within 72 hours after the meeting, and the right to dissent shall not apply to a director who voted in favor of such action.

Section 3.9 Compensation.

Directors shall not receive compensation for their services on the board. To fill a vacancy, a member of the Board of Directors may temporarily step down from his/her board position and assume the role of Executive Director on an interim basis for no more than six months and  receive compensation for such service provided it has been approved by the Board of Directors.

Section 3.10 Executive and Other Committees. 

By one or more resolutions adopted by a majority of the directors then in office, the Board of Directors may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in the resolution establishing such committee, shall have and may exercise all of the authority of the Board of Directors, except as prohibited by statute.  The delegation of authority to any committee shall not operate to relieve the Board of Directors or any other member of the board from any responsibility imposed by law.  Rules governing procedures for meetings of any committee of the board shall be as established by the Board of Directors, or in the absence thereof, by the committee itself.  The chairperson of the committee shall appoint an ad hoc secretary to keep minutes of the committee proceedings and such minutes shall be forwarded to the Secretary of the Association to be entered in the permanent record of the Association. 

Section 3.11 Action Without a Meeting. 

Any action required or permitted to be taken at a meeting of the directors or any committee thereof may be taken without a meeting if consent in writing, setting forth the action so taken, has been signed by all of the directors or committee members entitled to vote with respect to the subject matter thereof.  Such consent (which may be signed in counterparts) shall have the same force and effect as a unanimous vote of the directors or committee members.

Section 3.12 Election of Board Officers. 

The Board of Directors may in its discretion elect such officers of the Board of Directors, as it deems appropriate. Such officers shall be elected by a majority of the Board of Directors and shall serve for such term and according to such provisions as the Board of Directors shall establish at the time of their election. Officers of the Board of Directors are to be distinguished from officers of the Association and shall serve solely to assist the Board of Directors in fulfilling its responsibilities and duties as provided elsewhere in these bylaws. Officers of the board shall have no rights or authority over the Association other than their rights and authority as members of the Board of Directors.

Section 3.13 Board of Directors to Establish Policy.

The Board of Directors is charged with establishing policy for the Association and shall be responsible for review and action on any policy statement pertaining to the Association. This shall include, but not be limited to, personnel rules, employee manuals, and any statements or policies that pertain to involvement of the Board in relationships such as between Board Members and Employees and Volunteers. When there is any question as to whether or not a policy related matter is to be considered by the Board of Directors, the Executive Director shall have the responsibility to submit the subject matter to the Board of Directors for its determination.

ARTICLE IV.

OFFICERS AND AGENTS

Section 4.1 Distribution of Duties of the Board

At each annual meeting, the duties of the Board of Directors are allocated among the members of the Board of Directors, following a democratic process, and agreed upon by vote. Board Members cannot be forced to take a duty.  If the election of officers is not to be held at such meeting, such election shall be held as soon as possible thereafter. Each officer shall hold office until such officer’s successor has been duly elected and has qualified, or until such officer's earlier death, resignation or removal.

Section 4.2 Number and Qualifications. 

The elected officers of the Association shall be a President and a secretary. The Board of Directors may also appoint such other officers, assistant officers and agents, including an Executive Director, as it may consider necessary. One person may hold more than one office at a time, except that no person may simultaneously hold the offices of President and Secretary.  Officers need not be directors of the Association.

Section 4.3 Compensation.

The compensation of the officers, if any, shall be determined from time to time by the Board of Directors, and no officers shall be prevented from receiving a salary by reason of the fact that such officer is also a director of the Association. During any period in which the Association is a private-foundation as described in section 509(a) of the Internal Revenue Code, no payment of compensation (or payment or reimbursement of expenses) shall be made in any manner so as to result in the imposition of any liability under Section 4941 of the Internal Revenue Code.

Section 4.4 Removal. 

Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interest of the Association will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not in itself create contract rights.

Section 4.5 Vacancies. 

Any officer may resign at any time, subject to any rights or obligations under any existing contracts between the officer and the Association, by giving written notice to the President or to the Board of Directors. An officer's resignation shall take effect at the time specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. A vacancy in any office, however occurring, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4.6 Authority and Duties of Officers.

The officers of the Association shall have the authority and shall exercise the power and perform the duties specified below and as may be additionally specified by the President, the Board of Directors or these bylaws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law.

(a) President.

The president shall, subject to the direction and supervision of the Board of Directors:

(i) be the chief executive officer of the Association and have general and active control of its affairs and business and general supervision of its officers, agents and employees;

(ii) preside at all meetings of the members, of any class of members and of the Board of Directors, unless the board decides otherwise.

(iii) see that all orders and resolutions of the Board of Directors are carried into effect; and

(iv) perform all other duties incident to the office of president and as from time to time may be assigned to such office by the Board of Directors.

(b) Vice-President.

The vice-president shall assist the President and shall perform such duties as may be assigned by the President or by the Board of Directors.  The Vice-President in order of his/her election shall, at the request of the President, or in the President's absence or inability or refusal to act, perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions on the President.

(c) Secretary. 

The Secretary shall:

(i) keep the minutes of the proceedings of the members, the Board of Directors and any committees of the members or the board;

(ii) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law;

 (iv) keep at the Association’s registered office or principal place of business within or outside Colorado a record containing the names and addresses of all members; and

(v) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to such office by the President or by the Board of Directors.

(d) Treasurer. 

The treasurer shall, subject to the direction and supervision of the Board of Directors:

(i) be the principal financial officer of the Association and have the care and custody of all its funds, securities, evidences of indebtedness and other personal property and deposit the same in accordance with the instructions of the Board of Directors. 

(ii) In the absence of an Executive Director, receive and give receipts and quittances for money paid in on account of the Association, and pay out of the funds on hand all bills, payrolls and other just debts of the Association of whatever nature upon maturity.

(iii) Unless there is a comptroller, be the principal accounting officer of the Association and as such prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of accounts, prescribe and maintain an adequate system of internal audit, and prepare and furnish to the President and the Board of Directors statements of account showing the financial position of the Association and the results of its operations, whenever required but at least and /or latest at the annual General Meeting.

(iv) Perform all other duties incident to the office of Treasurer and such other duties as from time to time may be assigned to such office by the President or by the Board of Directors.

Assistant Treasurers, if any, shall have the same duties and powers, subject to supervision by the Treasurer-

Section 4.7 Surety Bonds. 

The Board of Directors may require any officer or agent of the Association to execute to the Association a bond in such sums and with such sureties as shall be satisfactory to the board, conditioned upon the faithful performance of such person's duties and for the restoration to the Association of all books, papers, vouchers, money and other property of whatever kind in such person’s possession or under such person’s control belonging to the Association.

Section 4.8 Advisory Board.

The Board of Directors, in consultation with the Executive Director, may ask any or all Members of the Association to act as an Advisory Board.  The advisory board shall be nonvoting, and may be consulted individually or as a group at the discretion of the Executive Director or other Association personnel.  Membership on the advisory board shall be voluntary, and compensation shall be limited to reasonable travel expenses incurred during requested consultation meetings. Advisory board members may terminate their position on the board at any time by notifying the President of the Board of Directors.

Section 4.9 Anti-Discrimination Policy Statement. 

The selection of employees, consultants, contractors, accountants, attorneys and other professional agents of the Association by the management, Board of Directors, or any committee or officer designated to do so, shall be based upon their respective qualification and/or capabilities and shall not be based on race, creed, color, religion, national origin, ancestry, gender, sexual orientation, marital status, age, disabilities, veteran status, or on any political services or affiliations.

ARTICLE V.

EXECUTIVE DIRECTOR

(a) The IABES will employ an Executive Director. The terms and conditions of the director’s employment are specified in a contract, which is tacitly renewed, unless stated otherwise.  The Executive Director shall, subject to the direction and supervision of the President and the Board of Directors,

(i) be the chief administrative officer of the Association with general responsibility for all day-to-day operations of the Association;

(ii) propose, prepare and present to the President and the Board of Directors specific programs and activities that will further the Association’s purposes;

(iii) Organize General Meetings, Work Meetings and help organize conferences;

(iv) direct and supervise the implementation of the programs and activities approved by the President or the Board of Directors;

(v) assume responsibility for all matters related to communication between the association and its membership.  This includes but is not limited to the maintenance of the association’s website and the timely publication of the association’s newsletter, The International Flutterings;

(vi) follow-up on memberships, analyze non-renewals, as well as help and encourage the Members of the Board in contacting and/or gaining new members;

(vii) attend, whenever possible, IABES-sponsored conferences; and

(viii) perform all other duties and responsibilities as may from time to time be assigned to the Executive Director by the President or the Board of Directors.

(b) The Executive Director should be present at all Board meetings with a consultative vote only. The Board of Directors may add or subtract items to the list of duties above, under the condition that the employment contract and remuneration be adapted accordingly.

ARTICLE VI.

INDEMNIFICATION 

Section 6.1 Indemnification. 

A director of the Association shall perform the duties as a director, including duties as a member of any assigned committee of the Board, in good faith, in a manner as is in the best interests of the Association, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.  In performing these duties, a director shall be entitled to rely on information, opinions, reports and statements, including financial data, prepared or presented by persons and groups listed in Section 3, but it shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance to be unwarranted.  A person who performs these duties shall not have any liability by reason of being or having been a director of the Association.  Those persons and groups on whose information, opinions, reports, and statements a director is entitled to rely are:

(a) officers and employees of the Association whom the director reasonably believes to be reliable and competent in matters presented;

(b) counsel, accountants and other such persons as to matters which the director reasonably believes to be within such persons’ professional or expert competence; and

(c) a committee of the board on which the director does not serve, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

Section 6.2 Insurance. 

By action of the Board of Directors, the Association may purchase and maintain insurance in such amounts as the board deems appropriate to protect itself and any person who is or was a director, officer, employee, fiduciary or agent of the Association, or who, while a director, officer, employee, fiduciary or agent of any other foreign or domestic Association or of any partnership, joint venture, trust, other enterprise or employee benefit plan from and against any liability asserted against or incurred by a person in any such capacity or arising out of a person’s status as such, whether or not the Association would have the power to indemnify such person against liability under applicable provisions of law or this Article.  Insurance may be procured from any insurance company designated by the Board, whether such insurance company is formed under the laws of Colorado or any other jurisdiction, including any insurance company in which the Association has an equity or any other interest, through stock ownership or otherwise.  The Association may create a trust fund, grant a security interest, or use other means (including, without limitation, a letter of credit) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

Section 6.3 Right to Impose Conditions to Indemnification. 

The Association shall have the right to impose, as conditions to any indemnification provided or permitted in this Article, any reasonable requirements and condition and may appear appropriate to the Board in each specific case and circumstances, including, but not limited to, any one or more of the following:

(a) that any counsel representing the party to be indemnified in connection with the defense or settlement of any proceeding shall be counsel mutually agreeable to the party and the Association;

(b) that the Association shall have the right, at its option, to assume and control the defense or settlement of any claim or proceeding made, initiated or threatened against the party to be indemnified; and

(c) that the Association shall be subrogated, to the extent of any payments made by way of indemnification, to all of the indemnified party’s right of recovery, and that the party to be indemnified shall execute all writings and do everything necessary to assure such rights of subrogation to the Association.

Section 6.4 Saving Clause; Limitations. 

If this Article or any Section or provisions thereof is invalidated by any court on any grounds, then the Association shall nevertheless indemnify each party otherwise entitled to indemnification hereunder to the fullest extent permitted by law or any applicable provision of this Article that shall not have been invalidated. Notwithstanding any other provision of the Bylaws, the Association shall not indemnify any person or purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with the qualifications of the Association as an organization described in section 501(c)(6) of the Internal Revenue Code, or that would result in the imposition of any liability under section 4941 of the Internal Revenue Code.

ARTICLE VII. 

IABES ETHICS GUIDELINES

Members and member institutions of the Association pledge to follow the Association’s Ethics Guidelines. Such Ethics Guidelines take effect as approved by the General Assembly and changes to the Ethics Guidelines must be approved by a majority of votes of Association members. The Ethics Guidelines shall always accompany the association by-laws.

ARTICLE VIII. 

MISCELLANEOUS

Section 8.1 Account Books, Minutes, Etc.

The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, Board of Directors and committees.  Any member or director, or such person’s authorized agent or attorney may inspect all books and records of the Association, for any proper purpose at any reasonable time.

Section 8.2 Fiscal Year.  The fiscal year of the Association shall be as established by the Board of Directors.

Section 8.3 Conveyances and Encumbrances. 

Property of the Association may be assigned, conveyed or encumbered by such officers of the Association as may be authorized to do so by the Board of Directors, and such authorized persons shall have power to execute and deliver any and all instruments of assignment, conveyance and encumbrance; however, the sale, exchange, lease or other disposition of all or substantially all of the property and assets of the Association shall be authorized only in the manner prescribed by applicable statute.

Section 8.4 Designated Contributions.

The Association may accept any designated contribution, grant, bequest or devise consistent with its general tax-exempt purposes, as set forth in the Articles of Incorporation. As so limited, donor-designated contributions will be accepted for special funds, purposes or uses, and such designations generally will be honored. However, the Association shall reserve all right, title and interest in and control of such contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in connection with any such special fund, purpose or use. Further the Association shall acquire and retain sufficient control over all donated funds (including designated contributions) to assure that such funds will be used to carry out the Association's tax-exempt purposes. The Association reserves the right not to accept contributions from any organization or individual, on any grounds deemed appropriate by the Board of Directors of the Association, including but not limited to contributions from organizations, corporations, or individuals with practices or goals in conflict with the mission of the Association.

Section 8.5 Conflicts of Interest. 

If any person who is a director or officer of the Association is aware that the Association is about to enter into any business transaction directly or indirectly with such person, any member of such person's family, or any entity in which such person has any legal, equitable or fiduciary interest or position, including without limitation as a director, officer, shareholder, partner, beneficiary or trustee, such person shall:

(a) immediately inform those charged with approving the transaction on behalf of the Association of such person's interest or position;

(b) aid the persons charged with making the decision by disclosing any material facts within such person's knowledge that bear on the advisability of such transaction from the standpoint of the Association; and/or

(c) not be entitled to vote on the decision to enter into such transaction.

Section 8.6 Loans to Directors and Officers Prohibited. 

No loans shall be made by the Association to any of its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the Association for the amount of such loan until it is repaid.

Section 8.7 References to Internal Revenue Code.

All references in these bylaws to provisions of the Internal Revenue Code are to the provisions of the Internal Revenue Code of 1986, as amended, and to the corresponding provisions of any subsequent federal tax laws.

Section 8.8 Amendments. 

The power to alter, amend or repeal these bylaws and adopt new bylaws shall be vested in the Board of Directors.

Section 8.9 Severability.

The invalidity of any provision of these bylaws shall not affect the other provisions hereof, and in such event these bylaws shall be construed in all respects as if such invalid provision were omitted.

Section 8.10 Representation.

The Association is legally engaged by the signatures of at least two active Board Members. The Association may confer a right of signature to a third party, if approved by the affirmative vote of a majority of the Board.

Section 8.11 Modification of By-laws.

The by-laws of the Association take effect as from the moment they have been approved by the General Assembly of Members. A change of Statutes cannot be imposed on Members. Any change must be approved by a majority of votes during a General Assembly or by the majority of the returned ballots sent out previously by email.

Section 8.12 Dissolution/Liquidation.

In case of dissolution or liquidation of the Association, its assets as a whole can only be transferred to an organization pursuing a similar purpose. If such an organization does not exist, the assets must be transferred to a non-profit conservation organization whose objectives include the protection of butterflies and their habitats.

Section 8.13 Initial Configuration.

As soon as feasible, the IABES will take over all assets, Members, Members of the Board of Directors, Employees of any other item legally registered; to the “International Association of Butterfly Exhibitors (IABE)”, headquartered in the State of Colorado, USA. The legal existence of the Association will only be validated upon the dissolution of said “IABE”, with a copy of the dissolution act from the State of Colorado to be attached to the initial statutes of the Association.

ADOPTION OF STATUTES

These Statutes were approved by the General Assembly of the Members of the IABES

on the ................... of ............................................ 2008 as is attested and countersigned by the

Members of the Board of Directors:

………... ...................................... ............................................

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IABES ETHICS GUIDELINES

• All IABES members pledge to use their exhibits as a means to educate the public about butterflies and other insects and the importance of conserving them and their natural habitats.
• Harvesting and farming of butterflies used in exhibits do not endanger any species (i.e., any wild-caught butterflies are to be harvested in a sustainable manner).
• IABES members, whether butterfly farmers/suppliers or exhibitors, do not introduce exotic species or potential pests, and take precautions accordingly. 
• IABES members comply with all local and international rules and regulations regarding the breeding, transport, and display of butterflies. IABES members guarantee that all their stock comes through legal channels and are willing and able to disclose the source of their butterflies. IABES members must comply with all pertinent labour laws. Child labour is explicitly forbidden unless it happens within the family nucleus and does not interfere with schooling.
• IABES members ensure that their stock (whether caterpillars or butterflies) is housed and cared for in a humane manner, with adequate food and space, and appropriate temperatures, humidity and hygiene.