The principal office of the Corporation in the State of Illinois shall be located at Rockford within Winnebago County, Illinois. The Corporation may have such other offices, either within or without the State of Illinois, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

SECTION 1. ANNUAL MEETING.     In the event a two-thirds vote of Officers and Board of Directors or a two-thirds vote of Members requires it, the Annual Meeting of the Members shall be held yearly at a place and time to be determined by a majority vote of the Board of Directors, beginning in the year 2000 for the transaction of such business as may come before the meeting. All meetings of the Alliance, either regular or special, or by any body or group of members of the Alliance shall be conducted in a formal manner, definition of which shall be left to the Board of Directors of the Alliance.

SECTION 2. SPECIAL MEETINGS.     Special meetings of the members, for any purpose, unless otherwise prescribed by statue, may be called by the President or by the Board of Directors, and shall be called by the President at the request of not less than two-thirds of all members of the Alliance entitled to vote at the meeting.

SECTION 3. PLACE OF MEETING.     The Board of Directors may designate any place, either within or out of the State of Illinois or via any electronic device, as the meeting place for any annual meeting or any special meeting called by a majority of the Board of Directors. A waiver of the notice signed by all members entitled to vote at a meeting may designate any place, either within or out of the State of Illinois as the place for holding such meeting. If no designation is made, or if a special meeting is otherwise called, the place of the meeting shall be the Registered Office of the Alliance within the State of Illinois, except as provided for in SECTION 9 of this Article.

SECTION 4. NOTICE OF MEETING.     Written or printed notice stating the place, hour and day of the meeting and the purpose of the meeting if special in nature shall be delivered not less than 30 (thirty) calendar days prior to the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary or the Officer or persons calling the meeting to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his/her address as it appears on the membership list of the Alliance, with proper postage thereon affixed. Any member may waive notice by a signed waiver thereof.

SECTION 5. QUORUM.     A majority of the outstanding members of the Alliance entitled to vote, represented in person or by proxy shall constitute a quorum at a meeting of the members. The members present at a duly called meeting may continue to transact business until adjourned, not withstanding the withdrawal of enough members to leave less than a quorum.

SECTION 6. PROXIES.     At all meetings of members, a member may vote by proxy executed in writing by the member or his/her duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the Alliance before or at the time of the meeting. No proxy shall be valid 11 (eleven) months from the date of its acceptance by the Secretary of the Alliance or 11 (eleven) months from the date on the Proxy, whichever is earliest.

SECTION 7. VOTING OF MEMBERS.     Each member in good standing entitled to vote shall have 1 (one) vote for each matter submitted to a vote at a meeting of the members. Groups, organizations, associations or corporations in good standing that are Incorporated as either for profit or not for Profit will be allowed a weighted vote not to exceed five (5) on all matters in which they are entitled to vote, not to include votes taken on or by the Board of Directors.

SECTION 8. INFORMAL MEETING OF MEMBERS.     Any action required to be taken at a meeting of the members, or any action which may be taken at a meeting of the members may be taken without such meeting if a consent in writing setting forth the action so taken shall be signed by all members entitled to vote with respect to the subject matter thereof and to these Bylaws.

SECTION 9. MEETING OF ALL MEMBERS.     If all of the members shall meet at any time or place either within or out of the State of Illinois and consent to the holding of the such meeting is approved by the President of the Alliance at that time and place, then such meeting shall be valid without call or notice and any Corporate action may be taken at such meeting, respective of these Bylaws.

SECTION 10. VOTING BY BALLOT.     Voting by members on any question or in any election may be visa voce unless the Presiding Officer shall order or any member may request the voting be by secret ballot.

SECTION 11. MEMBERS RIGHTS.     Individuals current in dues and in good standing with the Alliance will hereafter be considered as being members of the Alliance, per the Alliance Board of Directors directives or these Bylaws. Membership entitles him/her to become involved in the affairs of the Alliance as long as the member follows the Alliances Bylaws, Civilian statutes and Board of Director directives. A member in good standing is defined as follows: He/She or other entity must be current, within 30 calendar days, of all dues required to be remitted to the Alliances Treasurer or the Treasurers appointed representative. He/she or other entity must have fulfilled the requirements for membership, if any, and must NOT have voluntarily withdrawn his/her or other entities membership, become suspended or expelled from the Alliance as provided for in these Bylaws or who has not become ineligible for continued membership. The rights and privileges of membership shall be subject to the reasonable rules, regulations, Board of Director directives and limitations set forth in these Bylaws and by action of the Board of Directors. Any member or entity who fails to meet the requirements set forth in these Bylaws regarding the payment of dues shall automatically relinquish his/her or entities membership 30 days after payment is delinquent as well as all right, privileges and positions held within the Organization, if any, pertaining thereto. All members and entities in good standing will be able to vote in elections of the Alliance for which these Bylaws allow them a vote and will be eligible for any office within the Alliance, provided that the member or entity is not in conflict with any provisions of these Bylaws or Board of Director directives by holding such office or position.

SECTION 12. SUSPENSION AND EXPULSION OF MEMBERS.     Any member or entity of the Alliance violating any of the duties and/or obligations as a member or violating any provision of the Bylaws, Board of Director directives, policies of the Alliance or are involved with activities detrimental to the NWA, but not limited to conduct unbecoming a member of NWA, may be suspended or expelled from the Alliance, as determined by a 3/4 vote of ALL directors. Actions of this nature will be effective on the date approved by the Board of Directors with notice sent to the member's/entity's address of record by regular and registered mail.

SECTION 13. GOVERNING LAWS.     All Organizational entities, Board of Director members, Associate Directors, Officers, representatives, advisors and members shall recognize, observe and be bound by the provisions of these Bylaws and by the interpretations thereof rendered by the Organizations Board of Directors and as provided under ARTICLE III, SECTION 1, and be governed by the resolutions, decisions and directives of the Alliances Board of Directors when made in conformity with the authority granted in these Bylaws, and from resolutions adopted and policies set at the Annual meetings or special meetings of the Alliance Board of Directors. Anyone holding a position within this Alliance must be a member in good standing within the Alliance at time of election or appointment and maintain said status for tenure of office held. At any legally called meeting of the Board of Directors, the membership dues of anyone may be waived on a case-by-case, yearly basis by a majority vote of the Board.

SECTION 1. GENERAL POWERS.     The Board of Directors shall manage the business and affairs of the Corporation. The Board of Directors on a two-thirds vote may authorize any Officer or Officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.

SECTION 2. NUMBER, TENURE AND QUALIFICATIONS.    

2.a. The number of Directors of the Corporation shall not exceed 13 (thirteen). Each director shall hold office for a period of 2 (two) years. Iowolfer Association, Inc. and United States American Wolfdog Association, Inc. will each be granted two (2) Board of Director seats within this Alliance as long as these entities are members in good standing with the Organization and will be referred to as Dedicated positions. Initially, two (2) Board of Director seats will be elected by the General Membership as provided for in these bylaws at a legally called meeting of the members. The Board of Directors may allow for a third Member position within the Board of Directors, however, this third position will NOT increase the total number of Board of Director beyond thirteen (13). Once established, this third position will remain as a permanent position from the membership ranks. The remaining Board of Directors positions will be delegated to Organizations, persons or entities not listed within this section by a two-thirds vote of the Board of Directors at a legally called meeting of the Board of Directors. Each Director shall have one (1) vote in all matters that come before the Board of Directors at a legally called meeting of the Board of Directors.

2.b. ELECTION OF DIRECTORS.     Director positions will be elected every two (2) years, with election to be between August 15th and August 31st of each year, with assumption to office to be on September 1st of that year with a base year of 2002. The General Members position shall be elected in the base year of 2002 and every two years thereafter, unless vacated under other provisions of these bylaws. The remaining positions will be appointed by the Board of Directors every two years, with a base year of 2002. Directors must be members in good standing of the Organization at the time of election and during their tenure in office. Any entity must be incorporated in order to have a representative serve on the Board of Directors.

SECTION 3. REGULAR MEETINGS.     A yearly, regular meeting of the Board of Directors shall be held without notice other than within these Bylaws immediately after and at the same place as the meeting of the members. The Board of Directors may provide by resolution or directive the time and place, either within or out of the State of Illinois, for the purpose of holding additional regular meetings without further notice other than such resolution.

SECTION 4. SPECIAL MEETINGS.     Special meetings of the Board of Directors may be called by or at the request of the President or any 4 (four) Directors. The person or persons authorized to call special meetings of the Board of Directors must fix a geographic centrally located location for holding such special meeting using the stipulations within SECTION 5 of this Article. Internet Board meetings can also be established using these stipulations and are the preferred choice.

SECTION 5. NOTICE.     Notice of any meeting of the Board of Directors shall be at least 14 (fourteen) calendar days previous thereto by written notice, delivered by U.S. mail to each Director at his/her home address or by internet e-mail with return receipt required; the return receipt will be available at said meeting to verify that due notice had been given. If mailed, such notice shall be deemed delivered when deposited in the United States mail, addressed with proper postage affixed thereon, using the cancellation date on the envelope. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice for such meeting except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully or properly called or convened. The business to be transacted and the purpose of any special or regular meeting of the Board of Directors must be specified in the notice or waiver of such notice.

SECTION 6. QUORUM.     A majority of the number of Directors fixed in SECTION 2 of the Article shall constitute a quorum for the transaction of business at any legally called meeting.

SECTION 7. MANNER OF ACTING.     The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless specified under other provisions within these Bylaws.

SECTION 8. VACANCIES.     Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors for positions that the Board of Directors has the power to fill, though less than a quorum of the Board of Directors remains. The dedicated positions and the General Membership position(s) will be filled by the respective entity that controls the filling of said position. A Director elected to fill a vacancy shall be elected for the unexpired term of his/her/entities predecessor in office. Any Directorship to be filled by reason of an increase in the number of Directors shall be filled by election at the annual meeting of members or a special meeting of the members called for this purpose.

SECTION 9. PRESUMPTION OF ASSENT.     A Director of the Alliance who is present at a meeting of the Board of Directors at which action on any Corporate matter is taken shall be presumed to have assented to the actions unless his dissent shall be entered into the minutes of that meeting or unless he shall file written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the Secretary of the Alliance within 3 (three) calendar days of the adjournment of the meeting. Such right to dissent shall only apply to a Director who voted in favor of the action in which the Director dissents.

SECTION 10. INFORMAL ACTION BY DIRECTORS.     Any action required to be taken at a legally called meeting of the Directors or any other action that may be taken at such meeting of the Directors may be taken without prior notice in writing setting forth the action to be considered by the Board of Directors.

SECTION 11. ELECTION OF CHAIRMAN.     The Board of Directors may elect from amongst themselves a Director to act as Chairman of the Board of Directors, whose term will be consistent with his/her term of office. Chairman shall preside over all legally called meetings of the Board of Directors and will vote last on all matters coming before the Board.

SECTION 1. NUMBER.     The Officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other Officers, Assistant Officers and Acting Officers may be elected by the Board of Directors as deemed necessary by the Board. The Board will assign and affix the duties of these Offices. No member may hold 2 (two) Officers positions at any one time.

SECTION 2. ELECTION OF OFFICERS.     The Board of Directors shall elect the Officers of the Corporation. Each Officer shall hold office until his/her successor shall have been duly elected and shall have qualified, or until his/her death or until he/she shall resign or shall be replaced by these Bylaws. All Officers shall serve for a term of 2 (two) years, per the requirements for election in ARTICLE III, SECTION 11 of these Bylaws.

SECTION 3. VACANCIES.     A vacancy in any office because of death, resignation, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term of office.

SECTION 4. PRESIDENT.     The President shall be the principal Executive Officer for the Corporation and shall be subject to the control of the Board of Directors, shall in general supervise and administer all of the business and affairs of the Corporation and act for and within the best interests of the Alliance. He/she, when present, shall preside at all meetings of the members. He/she shall in general perform all of the duties as may be prescribed by law or by the Board of Directors.

SECTION 5. VICE PRESIDENT.     In the absence of the President or in the event of the his/her death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all of the powers and be subject to all of the restrictions placed upon the President; and in addition thereto, shall perform such other duties as may be assigned by the President or by the Board of Directors or as prescribed by these Bylaws.

SECTION 6. SECRETARY.     The Secretary shall: (a) Keep the minutes of the Board of Director and Member meetings in one or more books provided for that purpose; (b) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) Be custodian of the Corporate record; (d) Keep a register of the Post Office addresses of each member, which shall be furnished to the Secretary by the member, and (e) In general, perform all of the duties incidental to the Office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.

SECTION 6 (a). EXPENDITURE OF FUNDS.     The monies and properties of the Alliance shall be used solely for the benefit of the Organization or its members and not for the personal gain or profit of any member or Officer. All Officers, agents, representatives or members who handle funds or property shall be held to this standard of conduct and also shall be accountable for any breach thereof under the Bylaws and as provided for by law. Such Officers as are given this responsibility under these Bylaws shall manage and expend these funds and property only in accordance with the applicable provisions adopted by the Board of Directors, or its agents. The Alliance shall not contract, agree or be obligated in any way to pay any salary of or for any member or Officer or to pay the expenses of any member or Officer or to incur any obligations of any kind with members or others beyond the extent of Alliance treasury. Any obligations incurred contrary to the foregoing provisions shall not create a claim or lien against the Alliance. In authorizing any expenditure of funds, no Officer or member or agent of this Organization shall ever authorize or make any loan or loans to any Officer, member or agent of this Association, or any non-member or employee.

SECTION 6 (b). AUDITS & FINANCIAL REPORTS.     Books and records of the Alliance shall be available for inspection by the President or any Director of the Alliance upon written request of same to audit and examine the books and records of the Alliance. Financial reports of the Alliance shall be prepared and submitted on a quarterly basis to the President and Secretary. Audits will be conducted on a yearly basis, ending with the 2nd quarter of each year.

SECTION 1. WRITTEN INSTRUMENTS.     Subject always to the specific directions of the Board of Directors, all written contracts and agreements to which the corporation shall be a party to shall be executed in its name by the President or Vice President and attested to by the Secretary or the Treasurer of the Corporation. The same signature is not allowed respective to this Section. There shall be NO verbal contracts of any nature.

SECTION 2. LOANS.     NO loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of 3/4 of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3. CHECKS, DRAFTS, ECT.     All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by such Officer or Officers, agent or agents of the Corporation and in such a manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 4. DEPOSITS.     All funds of the Corporation not otherwise employed shall be deposited in a timely basis to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select, respective of the Treasurer.

The Fiscal Year of the Corporation shall begin on the first day of January and end on the last day of December of each year.

This Corporation shall have no Corporate Seal unless authorized by majority vote of the Board of Directors.

Whenever any notice is required to be given to any member or Director of the Corporation under the provisions of the Articles of Incorporation or under the Provisions of the Illinois General Not For Profit Corporation Act of 1986, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the stated time shall be deemed equivalent to the giving of such notice.

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors by a three-fourths (3/4) majority, with the exception of ARTICLE 12, SECTION 11.

No contract or other transaction between the Corporation and any other Corporation shall be affected by 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, and any Director or Directors either individually or jointly may be a party or parties to or may be interested in any contract or transaction of this Corporation with any person or persons, firm or Association, shall be affected or invalidated merely by the fact that any Director or Directors of the Corporation is a part or are parties to or have interest in such persons, firms or Associations and each and every person who becomes a Director of this Corporation is hereby relieved from any liability that might otherwise exist from contracting with the Corporation for the benefit of any firm or Corporation in which he/she may be in any way interested, as long as these Bylaws are not compromised or applicable Federal and State laws are not violated.

The decisions in all matters within this Organization shall be subject to appeal of the Organizations Membership Committee, with a further appeal to the Board of Directors, as provided for in these Bylaws. The Alliance Membership Committee shall have the power to summon witnesses and to impose penalties for the violation of these bylaws by any member, after the charge and trial procedures as provided for in these Bylaws have been met. Jurisdiction shall not extend outside the boundaries as set down in these Bylaws or by acts of the Alliances Board of Directors. Every member in good standing shall have the right to attend all members meetings, activities scheduled and to participate in the elections or any other business properly before any meeting which the member has the right to participate in as provided for within these Bylaws or Board of Director directive, however, the members also shall recognize the reasonable rules and regulations that the Board of Directors or its agents might lay down in regard to meetings, conduct of members or any other matter the Board of Directors or its agents might deem in the best interest of the Alliance. Members shall have the right to meet and assemble freely with other members of the Alliance and express their views, arguments or opinions; provided however that in doing so the member or members are not guilty of misconduct under these Bylaws or are in violation of Federal, State or Local Laws.

The Alliance will have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Organization) by reason of the fact that he/she is or was a Director or Officer of the Alliance, against expenses (including attorneys fees). Judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such suit, action or proceeding, if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interest of the Alliance and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of a suit, action or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contender or its equivalent shall not, of itself, create presumption that a person did not act in good faith and the manner which he/she reasonably believed to be in or not opposed to the best interest of the Alliance, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful. Be it further resolved that the Alliance will have the power to indemnify any person who was or is a party or is threatened to be a party to any threatened, pending or completed action or suit by, or in the right of the Alliance to procure a judgment in its favor by reason of the fact that he/she is or was a Director or Officer of the Alliance against expenses (including attorney fees), actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interest of the Alliance and except that no indemnification shall be made in respect of any claim, issue or matter as to which person shall have been adjudged to be liable for the negligence or misconduct in the performance of his/her duty to the Alliance unless and only to the extent that the Court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in the view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which such Court shall deem proper. The Alliance further agrees that, to the extent that a Director or Officer of the Alliance has been successful on the merits or otherwise in the defense of any action, suit or proceeding, or in the defense of any claim, issue or matter therein, he/she may be indemnified against expenses (including attorneys fees) actually and reasonably incurred by him/her in connection therewith. The Alliance further and hereby agrees that expenses, including attorneys fees incurred in defending a civil or criminal action, suit or proceeding, may be paid by the Alliance in advance of the final disposition of such action, upon receipt of an undertaking by or on behalf of the Director or Officer, to repay such amount unless it is ultimately determined that he/she maybe entitled to be indemnified by the Alliance as authorized herein. The Indemnification provided herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under a Bylaw, agreement, or disinterest of Directors or otherwise, and may be continued to a person who has ceased to be a Director or Officer, and may inure to the benefit of the heirs, executors and administrators of such person.

SECTION 1. GOVERNING LAWS.     Each Officer of the Alliance, Chairman of the Board of Directors, Board of Director member, Associate Director, Appointed Officers or representatives and all member classes shall recognize, observe and be bound by the provisions of the Alliance Constitution and Bylaws and interpretations thereof rendered by the Alliance Board of Directors, whether by resolution, decision or directive; and by decisions of Committees which have been formed by the President or the Board of Directors and have been approved by the Board of Directors.

SECTION 2. MEMBERSHIP REVIEW COMMITTEE.     There shall be established by authority of these Bylaws, a Membership Review Committee. The purpose of this committee shall be to review all aspects of membership.

SECTION 1. GENERAL REQUIREMENTS.     There shall be formed within the Alliance the following: Educational Committee, Rescue Committee, Ethics Committee, Legislative Committee and any other Committee the Board of Directors deems to be in the best interest of the membership and adheres to the Policy Statement of the Alliance. The Board of Directors will appoint a Director to initially chair each Committee and act as liaison to the Board of Directors. Criteria for each Committee's structure shall be left to those within the Committee, with final approval of the Board of Directors.

SECTION 2. MEMBERSHIP WITHIN COMMITTEE'S.    

2a. All members of the Alliance may become members of any committee within the Alliance, with the exception of the Ethics Committee. The Ethics Committee shall be restricted to members in good standing who are representatives of legally incorporated organizations that deal with wolfdog issues, with a limit of two members per organization. Organizations submitted for this committee must be approved by a two thirds vote of all members of the Board of Directors.

2b. Those who hold positions as Board members within the Alliance may submit any materials or comments and offer assistance to those within the Ethics Committee on the compilation of materials generated for the committee, with the understanding that those who are members of this committee will have editorial privilege concerning materials offered to the committee and on what is submitted to the full Board for acceptance in the name of the Alliance.

SECTION 3. VOTING AND VOTING REQUIREMENTS.     All Members of the Alliance are eligible to become members in all Committee's, with the exception being the Ethics Committee as stated within these bylaws. Voting within the Committee's will be limited to one vote for each member of the Committee. NO weighted voting will be allowed in the Committee structure. Committee members must be members in good standing of the Alliance and a member of the Committee for 30 calendar days prior to a vote being taken on any matter or issue before that committee to be eligible to vote.

SECTION 4. CHAIRPERSON OF COMMITTEES.     The Chairperson of each Committee will be elected from the ranks of each Committee's members for a (2) year term, with the election to take place between August 15th and August 31st with a base year of 2002. The reporting agent to the Board of Directors will be a Board of Director member. The Chairperson for each Committee will be present at all meetings of the BOD for the presentation of said Committee's report and will not have a vote in matters before the BOD. The elected person will take office on September 1st of the same year. Written notification to all Committee members of record and to the Alliances Secretary 30 days prior to said election, placed in U.S. Mail with proper postage affixed to the Committee members and the Secretary of the Alliances mailing address of record; or notice to each Committee member and the Secretary of the Alliance by Internet e-mail with return receipt required and kept until date of election to verify notice, is required to be given by the Secretary of each Committee to constitute proper Notice of Elections. Election results to be sent via U.S. mail to the Alliance Secretary within five (5) days of the election.

Bylaws ratified by the BOD dated 18 Oct 2000.
Revised February 12, 2002.