ARTICLE I

MEMBERS

Section 1.01. Membership. The Board Of Directors, in its discretion, shall designate various categories of membership. All members shall agree to support the mission of the Guild. Membership shall not be restricted. Any individual rod builder, manufacturer, dealer or supplier shall be eligible for membership in the Guild.

Section 1.02 Dues. The dues of the members of the Guild shall be determined for each category of membership by the Board Of Directors, and shall be payable annually unless the Board Of Directors shall determine otherwise.

Section 1.03. Suspension or Termination of Membership. The Board Of Directors, by unanimous affirmative vote of all of the members of the Board present and voting, at a meeting at which there is a quorum, may suspend or expel a member.

Section 1.04. Certificates of Membership. Certificates of Membership shall be issued to all members. Certificates of membership in this Guild are not transferable or assignable.

Section 1.05 Certificates of classification. Certificates of classification may be issued to members who complete a project for a particular classification.

ARTICLE II

MEETINGS

Section 2.01. General Membership Meeting. A meeting of the general membership shall be held annually at the Guild conclave or at such other place as shall be specified in the notice of said meeting.

Section 2.02. Special Meetings. Special meeting of the general membership for any purpose or purposes, unless otherwise regulated by statue, may be called by resolution of two thirds (2/3) of the Board.

Section 2.03. Notice of Meetings. Notice of each regular and special meeting shall state the place, date and hour of the meeting, which will be determined by the Board Of Directors. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called. Notice of the meetings may be included by being prominently displayed in the Guild's newsletter or other electronic media at least 90 days prior to the day of the meeting.

Section 2.04 Control of Meetings. Roberts rules of order (revised) will be used to conduct and control all meetings of the Guild.

Section 2.05. Eligibility to Vote. Only individual members who have paid current dues to the Guild or those corporate members whose dues have been waved shall have the right to vote.

Section 2.06. Proxies. Votes on actions at meetings of the general membership may be cast in person or by proxy. Proxy forms shall be designated by the Board and accepted by the Secretary before the meeting in which it shall be voted.

Section 2.07. Quorum. At any general membership meeting, the quorum will consist of thirty (30) members in person or by proxy eligible to vote. The members present may adjourn the meeting despite the absence of a quorum.

ARTICLE III

BOARD OF DIRECTORS

Section 3.01. General Powers. Shall control the business and affairs of the Guild and may exercise all such authority and powers of the Guild and do all such lawful acts and things as are not by law, the Articles of Incorporation or these bylaws, directed or required to be exercised or done by the members directly.

Section 3.02. Number and Selection of Directors. The Board Of Directors shall include all officers listed in Article IV as well as 6 directors who shall be responsible for advising, education, membership, certification, advertising and conclave. All Directors shall hold office for a minimum of one year, or until their successor is elected. The Directors shall be chosen by the members. All Directors shall be members of the Guild in good standing. The immediate past President shall be a member of the Board

Section 3.03. Place of Meeting. The board may hold its meetings at such place or places within or without the State of Kansas, USA, as the Board from time to time may determine or as shall be specified or fixed in the respective notices or waivers of notice. Meetings may also be held via secure electronic media.

Section 3.04. Regular Meetings. Regular meetings of the Board shall be held at such times and places as the Board by resolution may determine.

Section 3.05. Special Meetings. Special meetings of the Board may be called by the President, the Vice-president or the Secretary and shall be called by the President or the Secretary upon the written request of any four (4) Directors.

ARTICLE IV

OFFICERS

Section 4.01. Officers. The officers of the Corporation shall be chosen by the members and shall include a President, Vice-President, Treasurer and Secretary. If approved, any number of offices may be held by the same person.

Section 4.02. Other Officers and Employees. The Board may elect or appoint such other officers and employees as it deems desirable, such officers and employees to have the authority, and to perform the duties prescribed, from time to time by the Board.

Section 4.03. Removal. Any officer or director of the Guild may be removed at any time, by resolution adopted by a majority of the whole Board at a regular meeting or a special meeting called for that purpose.

Section 4.04. Vacancies. A vacancy in any office other than the President, because of death, resignation, removal or any other cause, shall be filled by nomination of the President with the approval of the Board for the un-expired portion of the term. In the event of a vacancy in the office of the President, the Vice-President shall assume that office.

Section 4.05. President. The President shall preside at all meetings of the members, the Board Of Directors, at which the President is present. The President shall see that all orders and resolutions of the Board are carried into effect. The President will be the principal executive officer of the Guild and shall have the general powers of supervision and management over the business and affairs of the guild. The president may sign, with the Secretary or any other proper officer of the Guild authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Board or by these bylaws or by stature to some other officer or agent of the Guild and in general the President will perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time. Upon election, the President shall become a member of the Board.

Section 4.06. Vice President. The Vice President shall assist the President in matters pertaining to the Guild. The Vice President shall assume the duties of the president in the event that the president cannot fulfill the duties of the office. Upon election, the Vice-President shall become a member of the Board.

Section 4.07. Treasurer. The Treasurer will have charge and custody of and be responsible for all funds and securities of the Guild, shall prepare an annual budget for the Guild, receive and give receipts for monies due and payable to the Guild from any source whatsoever, and deposit all such monies in the name of the Guild in such banks, trust, companies, or other depositories as are selected by the Board and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or by the Board. Upon election, the Treasurer shall become a member of the Board.

Section 4.08. Secretary. The Secretary shall keep the minutes of all meetings of the members, the Board, and the Officer Team, see that all notices are duly given in accordance with the provisions of these bylaws or as required by law, be custodian of the corporate records, keep a register of the post office address of each member which shall be furnished to the Secretary by such member, and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or by the Board of Directors. Upon election, the Secretary shall become a member of the Board.

ARTICLE V

COMMITTEES

Section 5.01. Other Committee - Other committees not having and exercising the authority of the Board in the management of the Guild may be appointed in such manner as may be designated by a resolution adopted by the Board. Except as otherwise provided in such resolution, members of each such committee shall be members of the Guild and the President of the Guild shall appoint the member thereof. Any members thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Guild shall be served by such removal.

Section 5.02. Nominating committee. The Nominating Committee shall consist of a minimum of four (4) members selected by the Board. The President shall appoint the Chairman of the Nominating Committee. The Nominating Committee shall present a list of nominees for President, Vice-President, Secretary, Treasurer, and such other officers and directors as desired by the Board to be elected during the election process of the Guild whether that process be a part of a general meeting or a mail in ballot. Such list will be presented to the membership at least 30 days prior to the annual meeting.

ARTICLE VI

CORPORATE PARTNERS

Section 6.01 Corporate Partners. Any and all who participate in the manufacturing, distributing or sales of rod building related items and services are welcome and shall be referred to as Corporate Partners. The only exclusion would be in the event of proven fraudulent practices toward customers. The Guild will not promote and /or endorse any specific Corporate Partner.

Section 6.02 Advertising Site. The Guild will make available advertising space, which shall be a part of the Guild web site and shall be made available to the Corporate Partners to advertise as they wish. Each advertising pod will be the same physical size; the Guild will not be involved in the sales or pricing policies of these Corporate Partners

Section 6.03 Advertising Fee. The annual fee for the corporate Partners using the Guild advertising space will be set by the Board Of Directors. Other fees associated with the creation, insertion or changes as may be required by the Guild's webmaster from time to time, shall be the sole responsibility of the respective Corporate Partner.

Section 6.04 Dues. Corporate Partner dues shall be assessed by the Board Of Directors

Section 6.05 Voting. The Corporate Partner entity will not be allowed to vote on business matters of the Guild. However, the owners and employees of those Corporate Partner companies and businesses will be allowed to maintain full membership rights.

Section 6.06 Contacts. Corporate Partners will contact the director, Advertising and Promotion to arrange for any advertising.

Section 6.07 Membership list. Corporate Partners in section 6.01 shall be provided a Guild Membership list. The Membership list shall only be used to identify Guild members in good standing. The list will be up-dated quarterly. Corporate Partners will immediately discontinue communication with any or all Guild member(s) upon notification by the Guild Secretary. This list may not be transferred, sold or used by another party and will remain the property of the Custom Rod Builders Guild Inc.

ARTICLE VII

RESIGNATION

Section 7.01. Resignation. Any member, Director or Officer may resign their office at any time by giving written notice of resignation to the President or the Secretary of the Guild. Such resignation shall take effect at the time specified, or if no time is specified, at the time of receipt.

ARTICLE VIII

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 8.01. Contracts. The Board may authorize any officer or officers, agent or agents of the Guild, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Guild, and such authority may be general or confined to specific instances.

Section 8.02. Checks, Drafts, etc. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issues in the name of the Guild shall be signed by either the President, Secretary, or Treasurer.

Section 8.03. Deposits. All funds of the Guild shall be deposited from time to time to the credit of the corporation in such banks; trust companies or other depositories as the Board Of Directors may select.

Section 8.04. Gifts. The Board may accept on behalf of the Guild any contribution, gift, bequest or devise for the general purpose or for any special purpose of the Guild.

ARTICLE IX

DISSOLUTION

Section 9.01. Dissolution. Upon the dissolution of the corporation, the governing body shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under 501(c)(7) of the Internal Revenue Code of 1986, as amended, or the provision of any future federal tax law, as the governing board shall determine. Any such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

I, the undersigned, do hereby certify that I am the duly elected and acting Secretary of the Corporation; and that the foregoing Bylaws constitute the Bylaws of the Corporation as duly adopted by the Board Of Directors on the ______day of ____________, ________.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name this ______day of ________________, ________.

___________________________________ Secretary