BY-LAWS

ARTICLE I

General

Section 1.01. Name. The name of the non-profit corporation is: Kerry Blue Terrier Foundation [hereinafter referred to as the "Foundation"].

Section 1.02. Purpose. The purposes for which the corporation is formed are as follows:
(1) To educate the public about the Kerry Blue Terrier through a comprehensive computer web site, internet news list and the publication of pamphlets, articles, books and other media forms;
(2) To rescue Kerry Blue Terriers from public and private animal shelters and other sources, and to ensure their future well-being by providing care, evaluation, rehabilitation, placement and follow-up, and to support the ongoing rescue efforts of national and regional Kerry Blue Terrier Clubs; and
(3) To assist in the financial funding of research of health and genetic projects for the benefit of the Kerry Blue Terrier. These three purposes can be performed directly by the Foundation or through funding of other entities to perform the purposes under the direction and control of the Foundation. The Kerry Blue Terrier Foundation does not contemplate pecuniary gain or profit.

No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to its directors, officers, or other private persons, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. No substantial part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Foundation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the Foundation shall not carry on any other activities not permitted to be carried on (a) by a foundation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by a foundation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

The Kerry Blue Terrier Foundation will:

1) not engage in any act of self-dealing as defined in section 4941(d) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

2) not retain any excess business holdings as defined in section 4943(c) of the Internal
Revenue Code, or the corresponding section of any future federal tax code.

3) not make any investments in a manner as to subject it to tax under section 4944 of the Internal Revenue Code, or the corresponding section of any future federal tax code.

4) not make any taxable expenditure as defined in section 4945(d) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

5) accept, hold, invest, reinvest and administer any gifts, legacies, bequests, devises, funds and property of any sort or nature, and to use, expend, or donate the income or principal of the property for, and to devote the same to, the above purposes of the Foundation; and

6) do only lawful acts and things, which may be necessary, useful or proper for the furtherance or accomplishment of the purposes of the Foundation.

Section 1.03. Earnings. No part of the net earnings of the Foundation shall inure to the benefit of any individual. The Foundation shall, however, be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.

Section 1.04. Activities. No part of the activities of the Foundation shall consist of participating in, or intervening in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office, nor shall the Foundation operate a social club for the benefit of its members or carry on business with the general public in a manner similar to organizations operated for profit. Notwithstanding any other provision of these Bylaws, the Foundation shall not carry on any activity not permitted to be carried on by a foundation exempt from federal income tax under Section 501(c)(4) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States internal revenue law).

Section 1.05. Dissolution or liquidation. In the event of the dissolution or final liquidation of the Foundation, none of the property nor any proceeds of the Foundation shall be distributed to or divided among any of the directors of the Foundation or inure to the benefit of any individual.

After all liabilities and obligations of the Foundation have been paid and discharged, all remaining property and assets of the Foundation shall be distributed to one or more organizations designated(I) pursuant to a plan of distribution adopted as provided for under Wyoming Statute Section 17-19-202(a)(iv) or (ii) if there be no appropriate plan of distribution, as a court may direct, provided, however, that such property shall be distributed only to organizations which shall comply with all of the following conditions:

(a) Each organization shall be organized and operated exclusively for charitable, educational and/or medical research purposes;

(b) each organization shall have been in existence for a continuous period of at least 60 calendar months;

(c) transfers of property to such organization shall, to the extent then permitted under the statutes of the United States, be exempt from federal gift, succession, inheritance, estate or death taxes (by whatever name called);

(d) such organization shall be exempt from federal income taxes by reason of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States internal revenue law);

(e) contributions to such organization shall be deductible by reason of Section 170 of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States internal revenue law); and

(f) such organization's mission shall be dog related.

ARTICLE II

Offices

Section 2.01. Wyoming Office. The Foundation shall have and maintain a registered office in the state of Wyoming and a registered agent, whose office is identical with the registered office, and may have other offices within or outside of the state of Wyoming, as the board of directors may from time to time determine.

ARTICLE III

Board of Directors

Section 3.01. General Powers. The affairs of the Foundation will be managed by its board of directors, and all corporate powers shall be exercised by the board of directors, except as otherwise required by the Articles of Incorporation, these Bylaws, or by law.

Section 3.02. Number, tenure, and qualifications. The number of directors shall be five. The number of directors may be increased by amendment to these Bylaws, but in no event shall the number of directors be less than three. Each director shall hold office until his or her successor shall have been elected or qualified. Unless as specified in Section 3.10, the directors constituting the initial board of directors shall be as specified in the Minutes of Organizational Meeting. The directors shall serve until they retire, die, or are unable to serve for any reason. The initial board of directors shall be appointed by the Incorporator.

The tenure of each director shall be staggered allowing the first director to serve for one year on the board; the second director to serve for a two-year tenure; the third director to serve a three-year tenure on the board; the fourth director to serve a four-year tenure on the board; and the fifth director to serve a five-year tenure on the board.

Section 3.03. Regular meetings. A regular annual meeting of the board of directors shall be held without other notice than this Bylaw on the first Monday in June of each year. The board of directors may provide by resolution the time and place, either within or outside of the state of Wyoming, for the holding of additional regular meetings of the board without other notice than the resolution. Regular meetings may be held in person or by telephone and by proxy.

Section 3.04. Special meetings. Special meetings of the board of directors may be called by or at the request of the president or any two directors. The persons authorized to call special meetings of the board may fix any place, either within or outside of the state of Wyoming, as the place for holding any special meeting of the board called by them.

Section 3.05. Notice. Notice of any special meeting of the board of directors shall be given at least three (3) weeks prior to the meeting by written notice delivered personally or sent by mail or e-mail to each director at his or her address as shown by the records of the Foundation. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid. Any director may waive notice of any meeting. The attendance of any director at any meeting shall constitute a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in the notice or waiver of notice of the meeting, unless specifically required by law or by these Bylaws.

Section 3.06. Quorum. A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board, provided, that if less than a majority of the directors are present at the meeting, a majority of the directors present may adjourn the meeting without further notice.

Section 3.07. Manner of acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, except where otherwise provided by law or by these Bylaws.

Section 3.08. Vacancies. Any vacancy occurring in the board of directors, including a vacancy resulting from an increase in number, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors.

Section 3.09. Compensation. Directors as such shall not receive any stated salaries for their services, provided that nothing contained here sahll be construed to preclude any director from serving the Foundation in any other capacity and receiving compensation for that service.

Section 3.10. Voluntary retirement. Any director may retire at any time by notifying the president or the secretary in writing. Such retirements shall take effect at the time specified in the notices.

Section 3.11. Action without a meeting. Any action which is required to be taken, or which may be taken, at a meeting of the directors, may be taken without a meeting if a consent in writing, setting out the action so taken, shall be signed by all of the directors. Such consent shall have the same effect as a unanimous vote.

Section 3.12. Committees. The board of directors, by resolution adopted by a majority of the directors in office, may appoint one or more committees, each of which shall consist of two or more directors, which to the extent provided in the resolution or in the Bylaws of the Foundation, shall have the authority of the board of directors in the management of the Foundation. Other committees not having and exercising the authority of the board of directors in the management of the Foundation may be appointed by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present.

Section 3.13. Management of Foundation. The affairs of this Foundation shall be managed by the board of directors. They shall employ agents and servants and confer upon them those duties and powers that they deem advisable and fix the rate of compensation for employees or make provision for the delegation of authority to fix wages for all employees. The officers of the Foundation may employ a manager to supervise and conduct the everyday business affairs of the Foundation.

Section 3.14. Powers of directors. The board of directors, in addition to the powers conferred by these Bylaws, shall have the right to exercise its power and do such acts as may be exercised by the Foundation, subject to the statutes of the state of Wyoming and to the provisions of the articles of Foundation and the Bylaws of the Foundation.

Without the prejudice to the general powers conferred, by the Articles of Incorporation and by these Bylaws, it is declared that the board of directors shall have the following powers:

( a ) To appoint an employ, and at its discretion to remove and suspend, permanently or temporarily, such officers, managers, subordinate managers, assistants, clerks and agents as it may choose, and to determine and fix their duties, and to fix and change their salaries and benefits, and to require security in those instances and in such amounts as it may determine, or to confer by resolution upon any officer of the Foundation the right to choose, remove or suspend all subordinate officers or agents and to fix and change their salaries;

( b ) To determine who shall be authorized to sign on the Foundation's behalf bills, receipts, endorsements, checks, releases, contracts and documents;

( c ) To provide for the management of the affairs of the Foundation in such manner as it may think fit; and in particular to delegate any of the powers of the board of directors to any committee, officer or agent, except (1) the power to alter or amend these Bylaws, (2) the power to elect directors, and (3) the power to fill vacancies in the membership of the board of directors;

( d ) To appoint persons to be the agents of the Foundation;

( e ) To employ attorneys.

Section 3.15. Removal of officers. Any officer of the Foundation may be removed by the board of directors with or without cause at any regular or special meeting of which at least five weeks written notice shall be given to all directors, and if it is stated in the notice of the meeting that among the objects of the meeting shall be the removal of an officer of the Foundation; provided that it shall require the affirmative vote of two-thirds of the whole number of directors at the time in office to remove any officer prior to the expiration of his or her term.

Section 3.16. Removal of directors. Any director of the Foundation may be removed by the board of directors with or without cause at any regular or special meeting of which at least five weeks written notice shall be given to all directors, and if it is stated in the notice of the meeting that among the objects of the meeting shall be the removal of a director of the Foundation; provided that it shall require the affirmative vote of two-thirds of the whole number of directors at the time in office to remove any director prior to the expiration of his or her term.

ARTICLE IV

Officers

Section 4.01. Officers. The officers of the Foundation shall be a president, a treasurer, a secretary and such other officers as may be elected in accordance with the provisions of this article. The board of directors may elect or appoint other officers, including a vice-president, assistant secretary or assistant treasurer, to have the authority to perform the duties prescribed by the board of directors. The same person may hold any two offices.

Section 4.02. Election and term of office. The officers of the Foundation shall be elected annually by the board of directors at the regular annual meeting of the board of directors. If the election of officers shall not be held then, it shall be held as soon after as it conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until his or her successor is elected.

Section 4.03. Removal. Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the Foundation would be served by his or her removal, but such removal shall be without prejudice to the contract rights, if any, of the person removed.

Section 4.04. Resignations. Any officer may resign at any time by giving written notice to the board of directors or the president or the secretary. Any such resignation shall take effect at
the date of receipt of such notice or at any later time specified in the notice, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.05. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.

Section 4.06. President. The president shall be the principal executive officer of the Foundation and shall in general implement and supervise all of the business and affairs of the Foundation, subject, however, to the control of the board of directors and of any authorized committee of directors. In addition, the president shall perform such other duties as may be prescribed by the board of directors.

Section 4.07. Treasurer. The treasurer shall have charge and custody of and be responsible for all funds and securities of the Foundation; receive and give receipts for moneys due and payable to the Foundation from any source, and deposit all moneys in the name of the Foundation in the banks, trust companies or other depositaries as shall be selected in accordance with Article V of these Bylaw; and in general perform the duties incident to the office of treasurer and such other duties as may be assigned by the president or by the board of directors.

Section 4.08. Secretary. The secretary shall keep the minutes of the meetings of the board of directors in one or more books provided for that purpose; see that all notices are given in accordance with these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Foundation, and see that the seal of the Foundation is affixed to all documents, the execution of which on behalf of the Foundation is authorized in accordance with the provisions of these Bylaws; and in general perform all duties incident to the office of secretary and such other duties as may be assigned by the president or by the board of directors.

ARTICLE V

Contracts, Checks, Deposits and Funds

Section 5.01. Contracts and other documents. The board of directors, unless otherwise required by law, the articles of the Foundation, or these Bylaws, may authorize any officer or agent of the Foundation, in addition to the officers authorized by these Bylaws, to enter into any contract or execute and deliver any instrument or document in the name of the Foundation, and such authority may be general or confined to specific instances.

Section 5.02. Checks, drafts, loans, etc. All checks, drafts, loans or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Foundation shall be signed by such officers or agents of the Foundation and in a manner as shall be determined by the board of directors. In the absence of this determination, the treasurer shall sign the instruments.

Section 5.03. Deposits. All funds of the Foundation shall be deposited to the credit of the Foundation in those banks, trust companies or other depositaries as the board of directors selects.

Section 5.04. Gifts. The board of directors may accept on behalf of the Foundation any contribution, gift, bequest or devise for the general purpose or for any special purpose of the Foundation.

ARTICLE VI

Advisors to the Foundation

The board of directors may elect or appoint any person to act in an advisory capacity to the Foundation or in an honorary capacity with respect to the Foundation.

ARTICLE VII

Books and Records

The Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its board of directors, and shall keep at the registered office a record giving the names and addresses of the board of directors. Any director, or his or her agent or attorney may inspect all books and records of the Foundation for any proper purpose at any reasonable time.

ARTICLE VIII

Fiscal Year

The fiscal year of the Foundation shall begin on the first day of January and end on the last day of December in each calendar year.

ARTICLE IX

Seal

The board of directors shall have a corporate seal which shall bear the name of the Foundation and the words "Corporate Seal, Wyoming".

ARTICLE X

Waiver of Notice

Whenever any notice is required to be given under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or by the Non-Profit Foundation Act of the state of Wyoming, a waiver in writing signed by the persons entitled to the notice, whether before or after the time stated here, shall be deemed equivalent to the giving of the notice.

ARTICLE XI

Amendments to the Bylaws

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority vote of the board of directors present at any regular or special meeting.

ARTICLE XII

Indemnification of Officers and Directors

Section 12.01. Indemnification. The directors and officers of this Foundation, and their personal representatives, shall be indemnified to the fullest extent allowed by law by the Foundation against all costs and expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they may be involved or to which they may be made a party by their being or having been directors or officers, except in relation to matters as to which they shall be finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. Such costs and expenses shall include amounts reasonably paid in settlement for the purpose of curtailing the costs of litigation, but only if the Foundation is advised in writing by its counsel that in its opinion the person indemnified did not commit such negligence or misconduct. The foregoing right of indemnification shall not be exclusive of other rights to which the person may be entitled as a matter of law or by agreement.

ARTICLE XIII

Miscellaneous

Section 13.01. Articles of Incorporation. The Articles of Incorporation, as amended, are hereby made a part of these Bylaws and all Bylaws provisions shall be construed in connection with said Articles of Incorporation, and no Bylaws provision shall be adopted to conflict with or be in contravention of said Articles of Incorporation.

Section 13.02. Delegation of powers and duties of officers. In case of the absence of any officer, or for any other reason the board of directors may deem sufficient, the board of directors may delegate the powers or duties of the officer to any other officer, or to any director, for the time being, or it may at any time appoint assistants to any officer, providing a majority of the membership of the board concurs.

Section 13.03. Nonprofit character. This Foundation shall be a nonprofit corporation and any net income which may be derived from its operations, in pursuance of the purposes set out here shall not inure to the benefit of any individual officer, director or supporter of the Foundation, but shall be used to promote the purposes of the Foundation.

Section 13.04. Rules of order to govern at meetings. The rules contained in Robert=s Rules of Order shall govern the meetings of the Foundation in all cases where they are not inconsistent with these Bylaws.

SO ADOPTED BY THE INITIAL DIRECTORS OF THE KERRY BLUE TERRIER FOUNDATION AS OF THE DATES SET FORTH BELOW.

(Name) Director Date

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