ARTICLE I

Purpose and Principles:The purposes of Austin Bamboo Inc (“ABI”) are to operate successfully as a leading producer, supplier, and retailer of bamboo products and services, and to promote an harmonious lifestyle that helps its members enjoy and appreciate nature and serve as faithful stewards of our natural environment. ABI provides a broad range of excellent bamboo products and shares its knowledge and passion for traditional cultures associated with bamboo with its members, to inspire, educate and outfit them for a lifetime of adventure and stewardship. ABI strives to fund its capital needs through new member enrollments, profits generated by sound financial management, and other sources as need and opportunity arise. ABI’s ability to achieve these goals is enhanced by its efforts to maintain an excellent workplace for its talented and dedicated staff, its commitment to responsible corporate citizenship and adherence to a cooperative spirit in the conduct of its business.
 

Article II

OFFICES:
The office of the Corporation shall be located in the city and state designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.
 

Article III

Members:

1. Membership Application and Fee. 

Investor Membership will be open to all persons who make application in the form prescribed and who pay a membership fee in the amount prescribed by the Board of Directors (the “ABI Board”) at the time of application. Applications for membership are presumed approved unless specifically disapproved in accordance with criteria to be developed by the REI Board. No assessment of any kind may be made against any member except for full payment of the prescribed membership fee. Apprentice Memberships require investors to take a test on bamboo biology, material science, crafting techniques, and techniques for maintaining; propagating; and controlling the spread of bamboo. Books and lessons on those subjects will be made available by ABI for a fee. There may be a testing fee. Applicants who fail the test may retest up to five times without needing to pay the testing fee again.
 

2. Active Status; 

Termination. ABI’s Articles of Incorporation, as amended (the “ABI Articles”), describe the requirements for “active” membership status and the circumstances under which a membership will automatically terminate. To maintain active membership status, an Investor member must in each calendar year purchase at least $10.00 worth of merchandise (excluding merchandise that is returned by the record date) from ABI , or pay a $10.00 mailing or delivery charge instead. An Apprentice member must do the same as well as do at least 8 hours each year of volunteer work on behalf of ABI, in the form of training activities; store/office maintenance; sales/educational events; or bamboo grove grooming. The ABI Board may adopt policies for reinstatement of any membership that has automatically terminated pursuant to the ABI Articles, without requiring a new application or payment of an additional membership fee. Any member who commits fraud or any criminal act against ABI, or commits any other act that significantly harms the interests of ABI or its members, will be deemed to have voluntarily withdrawn from membership by virtue of such action.
 

3. Annual and Special Meetings. 

A meeting of members will be held annually on such date and at such place and time as the ABI Board specifies, for the purpose of installing newly-elected Directors and transacting such other business as may properly come before the meeting. The annual meeting may be held by means of electronic or remote communications to the fullest extent permitted by and subject to the requirements of any procedural guidelines and limitations the ABI Board may adopt. Special meetings of the shareholders may be called at any time by the Board of Directors or by the President and shall be called by the President or the Secretary at the written request of the holders of ten percent (10%) of the memberships then outstanding and entitled to vote thereat, or as otherwise required under the provisions of the General Corporation Laws of the State of (hereinafter, the Business Corporation Act).

4. Meeting Notices. 

The Secretary will give notice of any meeting of members, either in writing or by electronic transmission, in the time period prescribed for consumer cooperatives by the Governing Statute, to all active members as of the record date. The ABI Board may specify any record date that is not more than ninety days prior to the date of first mailing or electronic transmission of the notice of meeting. If no record date is specified by the ABI Board, the record of active members will be determined as of the thirtieth day prior to the date of first mailing or electronic transmission of the notice of meeting. Meeting notices will be accompanied by a written or electronic ballot relating to all matters to be voted on at the meeting. Any information or materials relating to a meeting, including ballots, may be furnished in the manner authorized.

5. Items of Business. 

No item of business will be in order or may be acted upon at an annual meeting unless the ABI Board has included it on the ballot for the meeting. A member may submit an item of business for consideration or voting by the members at an annual meeting only if (a) written notice describing the item in reasonable detail and bearing the signatures of at least fifteen members is submitted to the ABI Board no later than the last Friday in October prior to such annual meeting, and (b) at least one-third of the Directors then in office concur in writing that the proposed item of business is an appropriate matter for members to consider or act upon and should be included on the ballot that accompanies the annual meeting notice. Any member whose proposed item of business is so approved for inclusion on the annual meeting ballot may also submit a concise statement (not to exceed 250 words) in favor of the proposal. Subject to any modifications that may be considered appropriate by a majority of the Directors who concurred in placing the proposal on the ballot, this statement will be included in the meeting notice. The non-concurring Directors may also include any opposing or additional statement relating to the proposal that they may consider appropriate. Submission of any matter to consideration or voting by the members will not diminish or override the ultimate authority of the ABI Board to manage ABI’s affairs, except to the extent otherwise required by the Governing Statute.

6. Voting. 

Each active member will have one vote as to each ABI Board seat to be elected and on each other item of business submitted to a vote of members. A member may cast his or her vote solely by means of written or electronic ballot. Whether or not the member is present in person at the meeting, his or her vote will be counted only if (a) it is submitted on the form of ballot furnished by the Secretary for use in connection with the meeting, and (b) the executed ballot is received by the Secretary no later than whatever deadline for ballot submissions the Nominating and Governance Committee may designate for the purpose of allowing the Secretary sufficient time to count the votes cast, which deadline may not be more than seven days prior to commencement of the meeting. Voting by proxies or designees will not be permitted.

7. Quorum; 

Majority Vote. Except as otherwise required by law, (a) no quorum of members will be required to transact business, and (b) the affirmative vote of a majority of those active members voting upon any item of business will be sufficient for approval.
8. Conduct of Meeting. The Chair of the ABI Board, or such other person as the ABI Board may designate, will preside as chair of any meeting of members, with the power to specify such rules of order for conduct of the meeting as the chair may consider appropriate.

ARTICLE IV
BOARD OF DIRECTORS:

1 Number, Election, and Term of Office.
a. The number of the directors of the Corporation shall be one (1) unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of directors shall not be less than one.
b. Except as may otherwise be provided herein or in the Articles of Incorporation, the members of the Board of Directors of the Corporation shall be elected by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election.
c. Each director shall hold office until the annual meeting of the shareholders next succeeding his election and until his successor is elected and qualified or until his prior death, resignation, or removal.

2 Duties and Powers. The Board of Directors shall be responsible for the control and management of the affairs, property, and interests of the Corporation and may exercise all powers of the Corporation, except as are in the Articles of Incorporation or by statute expressly conferred upon or reserved to the shareholders.

3. Board Composition. For a candidate to be eligible for election or appointment (including re-election or re-appointment) as a Director, the following criteria must be satisfied at the time of his or her election or appointment: the candidate must be an Apprentice member and at least twenty-one years old; and pass tests on strategy and planning, money management and fiscal policy, safety protocol and practice, health and first aid, psychology and communication.

4 Annual and Regular Meetings; Notice.
a. A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the shareholders at the place of such annual meeting of shareholders.
b. The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors and may fix the time and place thereof.
c. Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which such action was taken within the time limited and in the manner set forth in paragraph (b) of Section 4 of the Article III with respect to special meetings, unless such notice shall be waived in the manner set forth in paragraph (c) of such Section 4.

5 Special Meetings; Notice.
a. Special meetings of the Board of Directors shall be held whenever called and specified in the respective notices or waivers of notice thereof.
b. Notice of special meetings shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least two (2) days before the day on which the meeting is to be held or shall be sent to him at such place by telegram, radio, or cable, or shall be delivered to him personally or given to him orally not later than the day before the day on which the meeting is to be held. A notice or waiver of notice, except as required by Section 8 of this Article II, need not specify the purpose of the meeting.
c. Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement the lack of notice to him, or one who submits a signed waiver prior to the meeting adjournment. 

6 Chairman. At all meetings of the Board of Directors, the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman or he shall be absent, then the President shall preside, and in his absence a Chairman chosen by the directors shall preside.

7 Quorum and Adjournments.
a. At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business except as otherwise provided by law, by the Articles of Incorporation, or by these Bylaws.
b. A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice until a quorum shall be present.

8 Manner of Acting.
a. At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.
b. Except as otherwise provided by statute, by the Articles of Incorporation, or by these Bylaws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Any action authorized, in writing, by all of the directors entitled to vote thereon and filed with the minutes of the Corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.

9Vacancies. Any vacancy in the Board of Directors occurring by reason of an increase in the number of directors or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a director by the shareholders shall be filled by the shareholders at the meeting at which the removal was effected), or inability to act of any director or otherwise shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.

10 Resignation. Any director may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary of the corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer and the acceptance of such resignation shall not be necessary to make it effective.

11 Removal. Any director may be removed with or without cause at any time by the shareholders, at a special meeting of the shareholders called for that purpose, and may be removed for cause by action of the Board.

12 Salary. No stated salary shall be paid to directors, as such, for their services but, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.

13 Contracts.
a. No contract or other transaction between this Corporation and any other corporation shall be impaired, affected, or invalidated, nor shall any director be liable in any way by reason of the fact that any one or more of the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporation, provided that such facts are disclosed or made known to the Board of Directors.
b. Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation and no director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve, or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory, or otherwise) applicable thereto.

14 Committees. The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they deem desirable, each consisting of three or more members, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board.

ARTICLE V 
OFFICERS:

1 Number, Qualifications, Election, and Term of Office.
a. The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, including a Chairman of the Board of Directors and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer must be a director of the Corporation who puts in at least 80 volunteer hours for ABI. Any two or more offices may be held by the same person, unless state law—present or future—otherwise dictates.
b. The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.
c. Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election and until his successor shall have been elected and qualified or until his death, resignation, or removal.

2 Resignation. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.

3 Removal. Any officer may be removed, either with or without cause, and a successor elected by the Board at any time.

4 Vacancies. A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause may at any time be filled for the unexpired portion of the term by the Board of Directors.

5 Duties of Officers. Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these Bylaws or may, from time to time, be specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Corporation.

6 Sureties and Bonds. In case the Board of Directors shall so require, any officer, employee, or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the Board of Directors may direct, conditioned on the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds, or securities of the Corporation which may come into his hands.

7 Shares of Other Corporations. Whenever the Corporation is the holder of shares of any other corporation, any right or power of the Corporation as such shareholder (including the attendance, acting, and voting at shareholders’ meetings and execution of waivers, consents, proxies, or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President, or such other person as the Board of Directors may authorize.

ARTICLE VI
DIVIDENDS:

1. Patronage Dividends. The net distributable surplus from ABI’s conduct of business on a cooperative basis will be returned annually to active members as patronage dividends, in proportion to their purchases from ABI during the calendar year for which the dividend is declared, subject to the other provisions of this Article VI. The ABI Board will annually determine the amount of net distributable surplus for the prior calendar year, the time and manner of distribution of patronage dividends from such amount, and any other related matters, in accordance with such policies and procedures as it may adopt from time to time. The ABI Board may elect not to declare or distribute a patronage dividend of net distributable surplus for any calendar year if it determines that such election is in the best interests of ABI.

2. Definitions. 
As used in this Article VI, “net distributable surplus” means the amount equal to (a) the annual earnings from the conduct of business on a cooperative basis for such year as determined by the ABI Board less (b) such reserves as the ABI Board may consider necessary or appropriate for business purposes or contingencies. 

As used in this Article VI, “purchases” means all purchases of merchandise or services on the cooperative plan (or comparable plan with respect to a Foreign Subsidiary), except that: (x) unless otherwise specified by the ABI Board, services will not qualify as purchases; (y) the ABI Board may designate specified merchandise (such as sale merchandise and merchandise with low profit margins) as not being sold on the cooperative plan and not qualifying as “purchases;” and (z) the ABI Board may establish separate allocation units or pools for specified merchandise or services, and distribute net profits on the basis of the value of business done with or for members with respect to such units or pools.

3. Form of Payment; Taxation. Patronage dividends may be distributed in cash, merchandise credits, qualified or non-qualified written notices of allocation (as such terms are defined in 26 U.S.C. Sec. 1388), other property, or any combination of the above as determined from time to time by the ABI Board. Any patronage dividend distributed as a qualified or non-qualified written notice of allocation must be designated as such by the REI Board in accordance with 26 U.S.C. Sec. 1388. ABI will redeem any qualified or non-qualified written notice of allocation with merchandise credits in full and complete satisfaction of such allocation. Merchandise credits distributed in payment of patronage dividends or in redemption of qualified or non-qualified written notices of allocation may be used, upon such terms and conditions as may be designated by the ABI Board, at any of ABI’s physical or online retail locations or any other place designated by the ABI Board. Each member, by such act of membership alone,consents that the amount of any distribution with respect to his or her patronage which is made in the form of a qualified written notice of allocation will be taken into account as part of the member’s taxable income at its stated dollar amount in the manner provided in 26 U.S.C. Sec. 1385(a) in the taxable year in which the member receives such qualified written notice of allocation.

4. Unclaimed Dividends. Unless it has taken specific action to the contrary, the ABI Board will be conclusively presumed to have exercised its discretion under RCW 23.86.160 to cause the expiration and reversion to ABI of any patronage dividend that was paid in the form of a qualified or non-qualified written notice of allocation or in merchandise credits, to the extent it has not been used or redeemed on or before the second January 3 following declaration of the patronage dividend. ABI may, in its discretion, treat any written communication that it receives from a member regarding his or her unredeemed patronage dividend as a request for payment of the patronage dividend in cash, whether or not the member has explicitly made such a request.

5. Deductibility. If any part of ABI’s annual earnings or income to be distributed and paid to members as patronage dividends would not be deductible from ABI’s gross income as a patronage dividend (under applicable provisions of 26 U.S.C. Secs. 1381-1388, inclusive, or any other applicable revenue statute or regulation), the declaration and payment of such patronage dividends will to such extent be deemed to have been made out of annual earnings that do so qualify as deductible, whether or not the dividend resolution of the ABI Board made specific reference to the source of earnings out of which the patronage dividend was declared or payable.

6. Foreign Subsidiaries. ABI may from time to time, directly or indirectly own

or control corporations or other entities under the laws of countries other than the United
States (“Foreign Subsidiaries”) for the purpose of conducting business in other countries
substantially similar to the business conducted by ABI in the United States. Subject to
limitations in the bylaws of each Foreign Subsidiary or under any foreign laws to which
such Foreign Subsidiary is subject, the net distributable surplus of each such Foreign
Subsidiary will be returned annually to those active members of ABI who have made
purchases from such Foreign Subsidiary during the calendar year for which the net
distributable surplus is calculated. Such net distributable surplus will be returned in the
form of patronage dividends or its equivalent, including rebates, credits or coupons,
based upon the active members’ purchases from such Foreign Subsidiary during such
calendar year. This Section 6 does not limit the authority of the board of directors or
other governing body of a Foreign Subsidiary to establish a fixed percentage or
minimum patronage dividend or its equivalent that will be returned to active members
based upon their purchases, even though the amount to be returned may exceed net
distributable surplus for the applicable year, if such board or governing body determines
that it is advantageous to do so for marketing or other business reasons.


ARTICLE VII
FISCAL YEAR:
The Fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law.

ARTICLE VIII
CORPORATE SEAL:
The Corporate Seal, if any, shall be in such form as shall be approved from time to time by the Board of Directors.

ARTICLE IX
INDEMNIFICATION:
In addition to the immunities and releases from liability conferred by RCW Secs. 4.24.264, 23B.08.320 and 24.06.035, ABI undertakes in accordance with the Governing Statute to indemnify its current and former Directors, Officers, employees and agents against any expense, loss or damages incurred by them in connection with or arising out of their service in such capacities, to the fullest extent allowed by law under any circumstances. Without in any manner limiting this undertaking, which is not exclusive, ABI may also provide indemnification and other benefits to its current and former Directors and Officers pursuant to separate agreements approved by the ABI Board, as authorized under RCW 24.06.030(15). Whether or not any such separate agreement has been entered into, the right to indemnification conferred in this Article IX is a contract right upon which each beneficiary hereof will be presumed to have relied. Any amendment to or repeal of this Article IX will not adversely affect any right or protection of any current or former Director, Officer, employee or agent for or with respect to any acts or omissions of such individual occurring prior to such amendment or repeal.

ARTICLE IX
AMENDMENTS:

1 By Shareholders/Members. All Bylaws of the Corporation shall be subject to alteration or repeal and new Bylaws may be made by a two-thirds majority vote of the shareholders at the time entitled to vote in the election of directors.

2 By Directors. The Board of Directors shall have power to make, adopt, alter, amend, and repeal, from time to time, Bylaws of the Corporation; provided, however, that the shareholders entitled to vote with respect thereto as in this Article X above-provided may alter, amend, or repeal Bylaws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of shareholders or of the Board of Directors or to change any provisions of the Bylaws with respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the shareholders. If any Bylaws regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the Bylaws so adopted, amended or repealed, together with a concise statement of the changes made. These Bylaws may be amended or repealed by the affirmative vote of two-thirds of the Directors in office. No such amendment or repeal may, however, alter in an adverse manner or reduce or diminish the rights and benefits of any current or former Director, Officer, employee or agent under Article V except with the advance written consent of each individual so affected.