THE GOOD BEARS OF THE WORLD

CONSTITUTION & BYLAWS

ARTICLE I

NAME

The name of this association shall be: THE GOOD BEARS OF THE WORLD, hereinafter referred to as: GBW.

ARTICLE II

OBJECTIVES

Section II-A — We believe that the teddy bear is a universally accepted symbol of love and comfort, and we declare the objectives of GBW shall be to foster and promote good will, alleviate trauma and suffering, and spread love and compassion through the sharing and giving of teddy bears.

Section II-B — An official GBW journal, BEAR TRACKS, shall be published quarterly, in the English language. BEAR TRACKS may be amended for publication in the United Kingdom, or may be translated into other languages for distribution in non-English speaking countries.

Section II-C — GBW shall be governed by this Constitution and Bylaws, by the laws of the United States of America and by the laws of any other appropriate jurisdictions.

Section II-D — No part of the net earnings of GBW shall ever inure to or for the benefit of or be distributable to its members, trustees, officers, or other private persons, except that GBW shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes for which it was formed.

Section II-E — Notwithstanding any other provisions of these articles, GBW shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal Income Tax under Section 501(c)(3), Internal Revenue Code of 1954.

Section II-F — The fiscal year of GBW shall begin on the first day of January and end on the thirty-first day of December.

ARTICLE III

MEMBERSHIP

Section III-A — Individual membership shall be granted to any applicants, willing to support the realization and perpetuation of the objectives of GBW. There shall be five (5) categories of individual GBW membership:

III-A-1 — Annual Member-At-Large

III-A-2 — Lifetime (Bearo) Member-At-Large

III-A-3 — Annual Den Member

III-A-4 — Lifetime (Bearo) Den Member

III-A-5 — Annual Sponsor Member

Section III-B — A localized group of individual members, united to further the objectives of GBW, may apply to the Board of Directors for recognition as a chartered GBW den. All den members must be or become individual GBW members.

Section III-C — Rights, privileges and obligations of membership are subject to the following:

III-C-1 — Only Den Members or Members-At-Large shall have the right to vote at a GBW General Membership Meeting (GMM).

III-C-2 — If a membership ceases, or is terminated or revoked, all rights, privileges and titles shall cease.

Section III-D — Annual den and at-large memberships shall receive a membership card, logo sticker(s), and a one-year subscription to the GBW journal, BEAR TRACKS. First-year memberships shall also receive a GBW badge.

Section III-E — Lifetime (Bearo) membership shall include a unique Bearo membership number and certificate, a special Bearo pin, a membership card, logo sticker(s), and a lifetime subscription to the GBW journal, BEAR TRACKS.

Section III-F— Any Store, Business, Artist, Individual or Group of Individuals may be a nonvoting, annual Sponsor Member. GBW shall list the names and contact information of Sponsor Members, in four (4) consecutive issues of Bear Tracks. Sponsor Members shall receive a sponsorship certificate, a sponsor logo and multiple copies of our journal Bear Tracks for redistribution.

Section III-G — Resignation – Any member may terminate their GBW membership by submitting a written resignation to the Board of Directors. Membership fees will not be refunded or transferred, in whole or in part.

Section III-H — Termination of Membership

III-H-1 — The Board of Directors may terminate any annual memberships, if dues or fees are not paid within sixty (60) days after their expiration dates. GBW shall provide written notification that unless dues or fees are paid, annual memberships may be terminated. Anyone whose membership has been terminated for expiration of dues or fees may apply for renewal of their membership.

III-H-2 — After conducting a fair and impartial hearing, the Board of Directors may revoke any membership for failure to meet the objectives of GBW, failure to abide by the GBW Constitution and Bylaws, or conduct prejudicial to the goals and objectives of GBW. GBW shall provide written notification that unless objectives are met, memberships may be revoked. After a one-year revocation, anyone whose membership has been revoked may apply for membership renewal.

III-H-3 — The Board of Directors may revoke the charter of any den for failure to pay its financial obligations, including its annual charter renewal fee, within sixty (60) days after being due. GBW shall provide written notification that unless financial obligations are paid, the den’s charter may be revoked. A den under revocation may fulfill their financial obligations and apply for renewal of their charter.

III-H-4 — After conducting a fair and impartial hearing, the Board of Directors may revoke any den charter for failure to meet the objectives of GBW, failure to abide by the GBW Constitution and Bylaws or conduct prejudicial to the goals and objectives of GBW. GBW shall provide written notification that unless these objectives are met, memberships may be revoked. After a one-year revocation, the den may apply for renewal of their charter.

III-H-5 — The decisions of the Board of Directors concerning membership matters are binding and may only be overturned by a vote of the membership at a GMM.

ARTICLE IV

DUES & FEES

Section IV-A — Annual members at-large shall pay their dues annually to the GBW Treasurer, or other duly authorized representative(s), on or before their anniversary dates, as shown on their BEAR TRACKS mailing labels.

Section IV-B — Each Lifetime (Bearo) member-at-large shall pay a one-time dues fee to the GBW Treasurer or other duly authorized representative(s). There are no additional GBW dues required of lifetime (Bearo) members-at-large.

Section IV-C — Annual den members shall pay their dues annually through their GBW den. The den shall forward their members’ dues annually to the GBW Treasurer, or other duly authorized representative(s), on or before the anniversary date of the den charter. Nothing herein shall preclude a den from establishing its own additional dues structure.

Section IV-D — Each Lifetime (Bearo) den member shall pay a one-time dues fee to the GBW Treasurer, or other duly authorized representative(s), either directly or through their den. Although there are no additional GBW dues required of lifetime (Bearo) den members, nothing herein shall preclude a den from establishing its own additional dues structure.

Section IV-E — Each Annual Sponsor Member (Store, Business, Artist or Individual) shall pay an annual fee to the GBW Treasurer, or other duly authorized representative(s).

Section IV-F — Upon formation, each GBW den shall pay an initial charter fee, and each year thereafter shall pay an annual charter renewal fee on or before the anniversary date of their charter. Charter and charter renewal fees shall be paid to the GBW Treasurer, or other duly authorized representative(s).

Section IV-G — The fees for all categories of new and renewal GBW individual memberships, sponsorships and den charters shall be determined by the membership at a GMM. Separate rates for international members, sponsors and dens may also be established.

ARTICLE V

NOMINATION AND ELECTION OF THE BOARD OF DIRECTORS

Section V-A — The GBW Executive Officers shall consist of the Chairperson, who shall also serve as Executive Director of GBW, the Vice-Chairperson, the Secretary and the Treasurer. The Executive Officers shall be elected by a simple majority vote of the GBW members present, or represented by proxy, and voting at a GMM. Contested elections for any position shall be conducted by secret ballot. The Chairperson shall also appoint an additional GBW member to serve as a nonvoting Parliamentarian.

V-A-1 — The GBW Board of Directors shall consist of the Executive Officers, two Regional Membership Coordinators and the nonvoting Parliamentarian. The Regional Membership Coordinators shall be elected by a simple majority vote of those members present, or represented by proxy, and voting at a GMM. Contested elections for any position shall be conducted by secret ballot.

Section V-B — The Board of Directors shall annually appoint a Nominating Committee, chaired by a member of the Board of Directors and including two additional GBW members. No GBW members shall be eligible for nomination, election or appointment to any position, if they serve on the Nominating Committee that provides nominees for that position. The duties of the Nominating Committee shall include:

V-B-1 — Nomination of a full slate of candidates for election to the Board of Directors, in accordance with Article V, Sections A and A1 above.

V-B-2 — Recommendations or nominations of candidates for appointment to vacancies on the Board of Directors, pursuant to Article V, Section G below.

Section V-C — At least ninety (90) days prior to the GMM, the Nominating Committee shall issue a call for nominations to be added to the Committee’s slate of candidates nominated for election. Each individual nomination shall be submitted in writing and must have the written consent of the nominee to serve if elected. At least sixty (60) days prior to the GMM, the Nominating Committee shall circulate, to members eligible to vote, a complete list of candidates nominated for election. The list shall clearly identify, in alphabetical order, the names of candidates for the available positions and the number to be elected for each position. The election shall be conducted as described in Article V, Sections A and A1 above.

Section V-D — Any voting member may be represented by another voting member or the GBW Board of Directors, by proxy at any GMM, provided such proxy is in writing on the form provided by the Board of Directors, or on a facsimile thereof. At least sixty (60) days prior to the GMM, the Board of Directors shall send proxy forms to each membership eligible to vote. The proxy shall be signed by the voting member and shall be valid only for the meeting for which the proxy is designated, or for any adjournment thereof. All proxy forms shall be submitted to the GBW Secretary for verification and tabulation. All proxy forms accepted by the Secretary shall be received or postmarked at least thirty (30) days prior to the GMM.

Section V-E — A candidate for election to the Board of Directors shall be a GBW voting member in good standing, and shall have been a member in good standing for at least one year immediately prior to the election.

Section V-F— The terms of office for the Board of Directors shall begin on the first day of January in the year immediately following the election, and shall last for two years, except that any person elected or appointed to fill an unexpired term shall begin serving immediately upon election or appointment. Any current or past officers, who are GBW voting members in good standing, are eligible to run for reelection.

Section V-G — If a temporary absence or a vacancy occurs in the position of Chairperson, the Board of Directors shall appoint a Vice-Chairperson to fill the absence or the unexpired term. If a vacancy occurs in the position of Vice-Chairperson, the Board of Directors shall appoint a voting member from the Board or general membership, to fill the unexpired term. If a vacancy occurs in an elected position, other than Chairperson or Vice-Chairperson, the Chairperson shall appoint a voting member to fill the unexpired term. In the event that a vacancy cannot be filled by appointment, a special election shall be held to fill the unexpired term. Appointment candidates to the Board of Directors shall meet the same eligibility requirements as election candidates to the Board of Directors.

ARTICLE VI

DUTIES OF OFFICERS AND DIRECTORS

Section VI-A — The Chairperson shall serve as Chief Executive Officer and shall preside at all GMMs and meetings of the Board of Directors. The Chairperson shall supervise the work and activities of GBW and perform such other related duties as may be required. The Chairperson may create and fill appointed positions as necessary. If, for any reason, the Chairperson is unable or unwilling to perform the duties of the position, a replacement shall be selected as described in Article V, Section G.

Section VI-B — The Vice-Chairperson shall oversee all GBW fundraising activities, Den activities and perform such other related duties as may be directed by the Chairperson and/or the Board of Directors.

Section VI-C — The Secretary shall keep the minutes and maintain a record of all meetings, policy decisions and the Constitution and Bylaws. The Secretary shall also maintain membership records and mailing lists, post notices, agendas and minutes of meetings and perform such other related duties as may be directed by the Chairperson and/or the Board of Directors.

Section VI-D — The Treasurer shall maintain an accurate account of GBW’s funds. The Treasurer shall ensure the deposit of all funds into GBW accounts and shall prepare information for tax and financial reports as necessary. The Treasurer shall perform such other related duties as directed by the Chairperson, and/or the Board of Directors.

Section VI-E— The Regional Membership Coordinators shall act as a liaison between the membership and the Executive Board, and shall perform such other related duties as may be directed by the Chairperson and/or the Board of Directors.

Section VI-F— The authority to bind GBW is vested in the Chairperson, the Vice-Chairperson, the Secretary and the Treasurer, two of whom shall sign jointly. The Chairperson shall ensure that these Officers are properly bonded.

Section VI-G — The Board of Directors may delegate to a GBW officer the authority to sign and bind GBW within the field of his or her authority by his or her sole signature.

Section VI-H — The Board of Directors shall be the governing body for GBW and shall oversee the management and welfare of the organization as it relates to its membership.

Section VI-I — The Parliamentarian shall attend all GMMs and meetings of the Board of Directors, to serve as a nonvoting advisor to the Chairperson, other Directors, committees and members on matters of parliamentary procedure.

Section VI-J— All officers and Directors must remain GBW members in good standing for the entire duration of their terms of office.

ARTICLE VII

GENERAL MEMBERSHIP MEETING

Section VII-A — The supreme authority of GBW is vested in the GMM, which designates the Board of Directors as its representative.

Section VII-B — A GMM shall be held at least once each year. The time and place of any GMM shall be determined by the Board of Directors and published in BEAR TRACKS at least three (3) months prior to the meeting(s). The decision to have additional GMMs shall be made by the Board of Directors.

Section VII-C — Motions for resolution at a GMM shall be submitted to the Secretary at least three (3) months prior to the GMM. In accordance with Article IX, Section C of this Constitution & Bylaws, the three-month prior notification requirement may be suspended by approval of the Board of Directors.

Section VII-D — The following exclusive powers are vested in the GMM:

VII-D-1 — To adopt, amend or modify this Constitution and Bylaws;

VII-D-2 — To determine the fees for individual membership, den charters and sponsors;

VII-D-3 — To elect the officers and directors of the Board of Directors;

VII-D-4 — To resolve on theTreasurer’s financial report that has been examined by a third party;

VII-D-5 — To resolve on any matter submitted by the Board of Directors.

Section VII-E — Each voting membership shall have one (1) vote at a GMM. Unless otherwise stated in this Constitution and Bylaws, all matters presented for resolution shall be decided by a simple majority vote of those GBW members present or represented by proxy, and voting at a GMM.

ARTICLE VIII

PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern GBW in all cases to which they are applicable and in which they are not inconsistent with this Constitution and Bylaws, and any special rules of order GBW may adopt.

ARTICLE IX

ADOPTION, AMENDMENTS & SUSPENSIONS

Section IX-A — Except where otherwise noted, this Constitution and Bylaws, and amendments thereof, shall be in force from the date(s) of their adoption.This Constitution and Bylaws, and amendments thereof, shall be subject to appropriate regulatory review and approval.

Section IX-B — This Constitution and Bylaws may be amended at any GMM by a two-thirds (2/3) majority vote of the GBW members present, or represented by proxy, and voting, provided written notice of the proposed amendment(s) has been sent to each member at least one month prior to the meeting. Publication in, or being mailed with, BEAR TRACKS shall meet the requirements for being sent to each member. Resolutions to amend or modify this Constitution and Bylaws shall be submitted to the Secretary at least six (6) months prior to the GMM. In accordance with Article IX, Section C of this Constitution & Bylaws, the six-month prior submission requirement may be suspended by the Board of Directors.

Section IX-C — Only those portions of this Constitution and Bylaws that specifically provide for their suspension, may be suspended and then only by the specific authority stated.

ARTICLE X

DISSOLUTION

Section X-A — A resolution to dissolve GBW shall be in the form of a resolution to rescind the present Constitution and Bylaws, and shall meet the requirements as set forth in Article II, Sections C, D, and E; Article IX, Sections A and B; and Article X, Section B.

Section X-B — Upon the winding up and dissolution of GBW, after paying or adequately providing for the debts and obligations of GBW, the remaining assets shall be distributed to a nonprofit fund, foundation or corporation, which is organized and operated exclusively for charitable, educational, or religious and/or scientific purposes and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954.

ARTICLE XI

CONSTITUTION AND BYLAWS FOR GBW DENS

This Constitution and Bylaws, as periodically amended, shall be adopted by all chartered GBW dens. Each den shall also adopt its own set of supplemental bylaws, to determine officers, dues, activities and procedures. GBW Dens shall be exempt from the requirements to formally audit their Treasurer’s records and to bond their officers, unless specifically directed otherwise by the GBW Board of Directors.