Section I: PURPOSE

The Show Me Bears is a social and charitable fundraising organization whose aim is to promote interest in bears. The Show Me Bears is registered
with the State of Missouri as a nonprofit charitable corporation, such registration to be renewed annually. Additionally, The show me bears name is
registered with the state of missouri as a fictitious name. Any use of the name Show Me Bears or any logo associated with the Show Me Bears
requires written permission from the incorporators. Unauthorized use of any name or logo associated with this entity may incur legal action upon
the user and/or any agency associated with the unauthorized use.

Section II: MEETINGS

General meetings will be held once monthly and more frequently as deemed necessary by the general membership. Time and place of meeting will
be agreed on by the general membership. Meetings are held in accordance with Roberts’ Rules of Order. Meetings are open to all full and associate
members, their guests, special invitees, and other persons interested in learning more about the organization.

Board meetings are held one evening during the week prior to the monthly general meeting. The board members will select the time and place of
the meeting. Meetings are open to all full and associate members. Due to the business nature of board meetings, non-members may attend by
special invitation only.

Section III: MEMBERSHIP

Membership is open to all persons 21 years of age or older. Paid membership is not required to participate in events or general meetings but is
required to attend board meetings unless specifically invited. There are three types if “paid members”: full, associate and honorary. The decision to
become a full or associate member is at the individual’s discretion. Honorary membership requires nomination and voting by the membership.
Dues are payable annually on May 1st. If not paid by June 30th, membership status and accompanying privileges are null and void. The only
exception to the June 30th cutoff is board members. Board members must be paid full members at the time of elections and maintain the status
during their term serving on the board.

Full membership includes all individuals who pay annual dues of $30. Full membership privileges include but are not limited to voting on any issue
placed before the general membership, election to office, receiving mailings produced by the organization, etc. Full members of the Show Me Bears
are not prohibited from becoming members of another organization unless the other organization restricts dual membership according to their
bylaws.

Associate membership includes all individuals who pay annual dues of $15. Associate membership includes but is not limited to all individuals who
are members of other clubs whose bylaws prohibit dual full membership, or because of distance cannot attend general membership meetings on a
routine basis. Associate members can vote on issues pertaining to general organizational issues but cannot vote on issues pertaining to the
bylaws or any other vote requiring a two-thirds (2/3) majority. Associate members can participate in all open discussions on issues placed before
the general membership. Associate members cannot hold be elected or appointed to a board position. Any associate member seeking election or
appointment to a board position must upgrade to full membership prior to the election or appointment in question.

Honorary membership includes all individuals whom the full membership declares have provided unique or outstanding contributions or service to
the Show Me Bears. The privileges of the honorary member shall be identical to privileges incurred by the type of membership bestowed, either full
or associate as determined by the full membership. Honorary membership shall be for lifetime. For any current full and associate member declared
honorary member, honorary membership shall begin with the end of the member’s paid membership year. Individuals who are neither full nor
associate members of the Show Me Bears may be nominated for honorary membership. If said individual is a member of another organization,
bestowing of honorary membership is allowed provided it does not conflict with the other organization’s bylaws prohibiting dual membership. To
bestow an honorary membership, the name of the individual and reason for bestowing honorary status must be put before the full membership at a
general meeting. Open discussion will ensue. Voting to bestow honorary membership will occur at the same meeting unless the general
membership elects to defer voting until the next scheduled general meeting. Voting shall be done as detailed in Section IV: VOTING.

The Show Me Bears Board will review complaints about member actions or conduct which, directly or indirectly, disrupt the organization’s
activities, create tension within the membership, or impair or defame the name of the organization. A timely determination on a fair and appropriate
course of action will be made and presented to the membership during the next scheduled monthly meeting. Appropriate actions to be considered
may range from a verbal warning to permanent revocation of membership privileges. Proposed appropriate course of action shall become effective
with a majority vote of two-thirds (2/3) of the full and honorary membership present at the next scheduled monthly meeting.

Section IV: VOTING

Who may vote is determined by the nature of the issued placed before the general membership. Issues will be divided into two categories: those
pertaining to general organizational functions and those pertaining to the bylaws.

Issues pertaining to general organizational functions include but are not limited to setting times and places for meetings, frequency of meetings
and events the organization proposes to sponsor. Any person present at the general meeting may place an issue on the floor and participate in
discussion of the issue. If the individual putting forth an issue for discussion and vote is not a full or honorary member, said person may participate
in the discussion of the issue but may not participate in the final vote on the issue. Voting will occur at the same meeting where the issue is placed
on the floor and opened for discussion unless otherwise agreed upon by those persons in attendance. Voting will be performed by a show of hands
and requires a simple majority vote by all in attendance to pass the issue. All issues of this nature become effective immediately after voting to
accept.

Issues pertaining to bylaws include but are not limited to election to office, changing the bylaws, finances and all matters that affect the not-for-
profit status of the organization. Any person present at a general meeting may place an issue on the floor and participate in the discussion of the
issue. Open discussion will ensue. Once sufficient discussion has occurred, the issue will be declared tabled to further discussion. Voting on the
issue will occur at the next scheduled general meeting after the issue is first reopened to further discussion then again closed to discussion.
Voting on financial matters will be performed by either a show of hands or by closed ballot as determined by the nature of the issue and requires a
simple majority of the full and associate members present. Voting on election to office must be performed by closed ballot and requires a simple
majority of the full and honorary members present. Voting on changes to the bylaws or matters as deemed necessary is limited to full and honorary
members only, must be performed by closed ballot and requires a two-thirds majority of the full and honorary members present, unless the issue is
deemed to require a two-thirds majority of the full and honorary membership. All issues of this nature become effective at the next scheduled
general meeting unless described differently in another section of these bylaws or the effective date of change is part of the issue being voted on. If
any issue requires voting by closed ballot, three members in attendance will be randomly selected to count the ballots. The president of the board
will verify that the count is correct. The results of the ballot will be made public but not the actual vote count.

Voting shall be by show of hands or by closed ballot as determined by the nature of the issue, as previously described. Issues pertaining to the
bylaws including but not limited to election to office, changing the bylaws and all matters that affect the not-for-profit status of the organization
requires vote by closed ballot. Issues requiring voting by full membership additionally require validation of membership status prior to voting, said
validation to be performed by the Vice President of the organization or his designee prior to the distribution of ballots. Voting may also occur by mail-
in-ballots. Any mail-in vote must be verified by the board in a manner agreed upon at the time the issue is tabled for discussion at the meeting at
which the issue was first put forth.

Section V: BOARD OF DIRECTORS

Nominations for board of director positions will be taken at the September general meeting. Any person nominated must personally accept the
nomination. If the nominee is not present at the September general meeting, the incumbent board must contact said nominee and verify
acceptance of the nomination before the nominee’s name is placed on the ballot. Any nominee who is not a full paid member at the time of the
nomination must pay full membership dues prior to the time of the vote or the nominee’s name will be stricken from the ballot. To prevent conflict of
interest, collusion or other possible problems, it is highly discouraged that significant others be board members at the same time. Cohabitation of
board members is also highly discourage for the same reasons. There shall be six members of the board of directors: President, Vice President,
Secretary, Treasurer, Road Captain and HiBearNation Chairman.

The president oversees all functions of the organization and delegates duties as deemed appropriate by the board of directors. The president signs
all checks written by the treasurer. The president presides over and directs the flow of all meetings. The president may vote only in the case of a tie
and must vote by closed ballot. This ballot will be opened only after the president validates vote has ended in a tie.

The vice president maintains the membership roster. Additionally, the vice president assumes the responsibilities of the president in the president’
s absence. Should the vice president be functioning as the president at a meeting where a closed ballot is being held, the vice president must vote
by closed ballot, to be opened only in the case of a tie, as is consistent with the restrictions on the president’s privilege to vote. Otherwise there are
not restrictions on the voting privileges of the vice president.

The secretary maintains the minutes of all meetings, answers all general correspondence relating to the organization and maintains a file of all
correspondence pertaining to the organization. The secretary shall prepare written minutes to be reviewed for acceptance at the next scheduled
general meeting. The secretary assumes the responsibilities of the treasurer in the treasurer’s absence. There are no restrictions on the voting
privileges of the secretary.

The treasurer maintains all financial records for the club, including but not limited to preparing monthly and annual reports for all organizational
accounts to be reviewed for acceptance at the next general meeting. Currently, the organization maintains two checking accounts: a general
account for all expenses incurred by the organization and an account for all expenses incurred by HiBearNation. The treasurer shall hold the
checkbook and issue checks as deemed appropriate by the general membership. Any check issued shall require the signature of the president
and the treasurer. The treasurer is responsible for making all deposits to said accounts. Additionally, the treasurer assumes the responsibilities of
the secretary during the secretary’s absence. There are no restrictions on the voting privileges of the treasurer.

The road captain’s duties include but may not be limited to coordinating all social and fund raising activities of the organization except
HiBearNation, maintaining a calendar of events, coordinating that calendar with events scheduled by other organizations to avoid scheduling
conflicts and coordinating volunteers to accomplish all events and fund raisers the organization agrees upon. The road captain may be relieved of
responsibility for specific events and/or fundraisers as deemed appropriate by the general membership. The road captain reports directly to the
vice president. In the event of the road captain’s absence, the vice president assumes the responsibilities of the road captain. The road captain
under no circumstances assumes the responsibilities of the vice president. There are no restrictions on the voting privileges of the road captain.

The HiBearNation chairman’s duties are outlined in Section VIII: HiBearNation (HBN) Committee.

Officers shall be elected for a one-year term. It is recommended but not mandated that a member hold any single office for no more than two
consecutive years. However this is at the discretion of the member holding the office and the results of the general membership vote at the annual
elections. Any member hold serves as an officer for five consecutive years shall be granted an honorary full membership and all privileges that go
with that membership.

As previously described, nominations for office will be opened at the September meeting and taken until call for vote at the October meeting. Newly
elected officers will officially take office on December 1st regardless of the date of the December general membership meeting. The months of
October and November are provided to insure continuity of the functions of the board, including but not limited to changing signatures on the
organization’s financial papers, not-for-profit papers, etc.

In the event an officer steps down from office prior to the October elections, the following procedure shall take effect. If the office is vacant for
three months or less prior to the October elections, the office shall remain open until the October elections. The responsibilities of the open office
shall fall on another office as previously detailed. If an office is to be vacant for four or more months, the remaining officers shall call for an interim
election to fill the vacancy. When nominations occur at the September general membership meeting, the interim officer shall be given the option to
stay in office if that person has held that office less than six months. If said interim officer agrees to continue in that office, no nominations shall be
taken for that office. If the interim officer has served six or more months in that position, the office will be opened for nominations.

Section VI: FINANCES

The Show Me Bears currently maintain two checking accounts: the general funds account and the HiBearNation account. All monies raised by the
organization related to HiBearNation shall be deposited into the HiBearNation account regardless of the source of the monies. All monies raised
that are not directly related to HiBearNation shall be deposited into the general account. The previous statements do not exclude the possibility of
establishing additional accounts provided the account is established for a specific purpose, the nature of the purpose and duration of the account
to fulfill said purpose has been discussed and ratified by the voting membership as previously outlined. Withdrawals from or checks written
against any and all accounts held by the Show Me Bears shall require the president’s and treasurer’s signatures, or their designees as previous
outlined.

The treasurer shall prepare monthly statements on any and all accounts held in the Show Me Bears name, such statements to be read at each
general meeting. The statement shall detail previous balance, total deposits, total disbursements, and ending balance. Said statement shall be
provided in written form on request to any full, associate or honorary member whose membership is in good standing at the time of the request.
Additionally the treasurer shall prepare an annual statement of the organization’s finances during the month of October, to coincide with elections
and possible changes in person holding the office of treasurer. Should the office of treasurer pass to another member as a result of the election,
both the outgoing and incoming treasurer shall be responsible for preparing the annual statements as a means of familiarizing the new treasurer
with the status and record keeping procedures of all accounts. Nothing in the previous statement relieves the treasurer of the responsibility to
prepare an annual report in the event that said member is re-elected to the office of treasurer.

All monies raised by the Show Me Bears shall be used solely for the function of the organization, as designated by the account into which said
monies are deposited. No member of or agency associated with the Show Me Bears may receive any monies raised except in fair compensation
for services or goods rendered. Reimbursement for goods rendered shall be at fair market value and documentation provided as to source of value
quoted. Reimbursement for services rendered shall be at fair market value as agreed upon by the organization and the agency/person rendering
the service prior to acceptance of services by the organization. No board member shall be compensated for any service that is consistent with the
duties of the office in question. All disbursements shall be approved by the membership prior to actual reimbursement except for expenses
incurred in the routine operation of the organization, including but not limited to maintenance of the organization’s phone service (if any), post office
box fees (if any), printing and mailing costs for the organization’s routine correspondence, and bank fees. Fundraising for charitable organizations
is delineated as one of the functions of the organization. As such, donations to the same are considered a function of the organization and not
prohibited by any portion of this section. Selection of recipient or honoring requests for donations and the amount of a donation will be determined
according to a written policy outlining the criteria for making a donation and by approval of the voting membership.

A receipt must accompany all reimbursements from the payee detailing item, amount and purpose of the expense. Request for reimbursement
without a receipt shall be considered on a case-by-case basis but may not necessarily be honored. No reimbursement shall be made for any out-of-
pocket expense that has not been previously approved, regardless of the person requesting reimbursement or the nature of the expense unless
the membership deems there was sufficient cause and insufficient time to obtain prior approval from the membership for incurring the expense.

In the event the organization disbands, all monies shall be disbursed in the following manner. Any and all accounts shall be frozen pending a final
bank statement and reconciliation of the accounts. Any equipment or other goods the organization has purchased shall be sold for fair market
value at the time of disbanding or donated to an organization holding a 501(C) 3 status in the states of Missouri or Illinois. All monies received in this
manner shall be added to the monies remaining in the appropriate account held in the Show Me Bears name. Any agency that holds a legitimate
claim for reimbursement from the organization shall be reimbursed from the appropriate account. Once all claims for reimbursement have been
satisfied, any remaining monies shall be transferred to the general organizational account and all other accounts terminated. Any monies
remaining at this point shall be donated to another organization that holds a 501 (C) 3 status in the states of Missouri or Illinois. Any and all full,
associate and honorary members quit claim to any and all monies in question, except when that claim satisfies all other provisions of these bylaws.

Section VIII: HiBearNation (HBN) and Furball

HiBearNation is an annual event, occurring the second full weekend of November. Although social in nature, the event’s alternate purpose is
fundraising for charities. Furball occurs the Sunday evening of HiBearNation. hiBearNation and Furball are registered with the State of Missouri as a
nonprofit charitable corporations, such registrations to be renewed annually. Additionally, The names Hibearnation and furball are registered with
the state of missouri as a fictitious names. Any use of the name hiBearNation or furball and/or any logo associated with hiBearNation or furball
requires written permission from the incorporators. Unauthorized use of any name or logo associated with these entities may incur legal action on
the unauthorized user and/or any agency associated with the unauthorized use.

The event will be organized by the HBN Committee, which shall be comprised of three (3) members elected from the general membership at the
October elections for a term of one (1) year, in accordance with the nomination and election procedure applied to the election of board members.
One person elected will be designated the HBN Chairman on the ballot, the others as HBN committee members. The HBN Chairman is considered
one of the six members of the SMB Board of Directors. Although there are no limits on the number of terms a member can serve on the HBN
committee, all committee members must be elected annually. Although the HBN Chairman has ultimate responsibility for the coordination of all HBN
activities, it is expected he will delegate responsibilities to the other committee members as he sees fit. The HBN chairman or his delegate attends
all monthly board and general meetings to provide the general membership with updates of current activities. If no HBN committee member can be
present at either of these meetings, the HBN Chairman must provide the vice president a written report prior to the board meeting. The vice
president will then present the report. The vice president will try to resolve any outstanding issues concerning HBN with the committee. If any
issues cannot be resolved, the matter will then be taken before the board president for resolution. In the event it becomes necessary to replace a
committee member, the vice president will consult with the full board to determine any actions to be taken.

The HBN committee will be provided with a checking account and balance to be determined by the board. The checking account will be managed as
directed under Section VII: Finances. After HBN has occurred, the treasurer will compile a final financial statement for the event. Once all expenses
are paid, remaining proceeds will be used for two purposes. First, an amount decided on by the board will be left in the HBN checking account as
starter money for the next HBN. Second, anything above this amount will be donated to charity. Charities will be asked to submit a letter of request
for support, detailing the need for support, specifying what the donation will fund, provide a copy of their most recent annual fiscal statement and
provide the name and contact information for a contact at the charity for in the event the HBN committee requires additional information to process
the request. The board and the HBN committee will review the requests and select the most appropriate candidates. Selection will be made based
on, but not necessarily limited to, type of charity, number of clients served, percentage of income used for administrative costs versus direct
services to clients. The actual charities supported and amount of donation per charity will be determined by the general membership as soon as
possible, pursuant to the board and HBN committee recommendations. None of the monies over and above the amount required to pay HBN
expenses and set aside a starter amount for the next HBN, in part or in total, may be transferred to the general organization account for purposes
other than charity.

Section VIII: AMENDING THE BYLAWS

The initial bylaws were discussed and voted for acceptance by all in attendance, regardless of membership status, in June 1996. After acceptance
of the initial bylaws, the following process must be followed to change or add any section, term or wording of the bylaws or add an issue not
previously included. No amendment to the bylaws shall be considered official unless this process is followed. Any change in any section, term or
wording that does not change the understood intent of the affected section, term or wording does not need to follow this process.

An amendment to the bylaws shall be presented at a general meeting. In the case of a change in any section, term or wording of a section of the
bylaws, the original wording must be read. The change must then be presented. Discussion as to the need for the change must ensue. Once
discussion has ended, the issue will be tabled. At the next general meeting, a synopsis of the previous discussion will be read by the secretary, the
issue reopened for further discussion, then closed to further discussion and a vote taken of the attending full members. As previously described
under Section IV: VOTING, a two-thirds (2/3) majority of the attending full members is required to change the bylaws. Ballots submitted by mail shall
be added into the final vote, provided the ballot can be verified by phone call, email or other direct form of contact with the voting member from a
board member as submitted by a full member prior to the date of the vote. The change shall take effect immediately upon a vote of acceptance.

An amendment that adds an issue not previously included in the bylaws, either the original or subsequent versions, shall be presented at a general
meeting. Discussion as to the need for the addition must ensue. Once discussion has ended, the issue will be tabled. At the next general meeting, a
synopsis of the discussion will be read by the secretary, the issue reopened for discussion then closed to discussion and a vote taken of the full
members. As previously described under Section IV: VOTING, a two-thirds (2/3) majority of the full members is required to change the bylaws. The
change shall take effect immediately upon a vote of acceptance.

Any member may request a change in the bylaws at any time. The person proposing the change must do so at a general meeting, providing written
copy of the proposed change at the time the proposal for change is made. Discussion as to the need for the change must ensue. Once discussion
has ended, the issue will be tabled. At the next general meeting, a synopsis of the discussion will be read by the secretary, the issue reopened for
discussion then closed to discussion and a vote taken of the full members. As previously described under Section IV: VOTING, a two-thirds (2/3)
majority of the full members is required to change the bylaws. The change shall take effect immediately upon a vote of acceptance.

The board members shall review the bylaws annually each January to determine the need for any changes or additions subsequent to events that
have occurred within the organization during the previous year, provided no other amendments have been made subsequent to the same events.
SHOW ME BEARS
BY LAWS
INCORPORATION APPLICATION
to view Hibearnation legal documents click here
to view Furball legal documents click here