Section 1: The name of this Corporation shall be:

The International Brotherhood of Real Bearded Santas (IBRBS), an international organization formed under California state law.

Section 2: The official location of this Corporation is Orange County, California.

Section 3: The official address for all Corporation purposes is: IBRBS, PO Box 3411, La Habra California 90632-3411

Section 1: The objective and purpose of IBRBS is:

A) to support, mentor and promote professional development;

B) to be an avenue for social networking for Santa and those within the community who appear and perform in the Spirit of Christmas and;

C) to strive to offer Santa services to deserving organizations.

Section 1: Full membership shall be Open to any person with a real beard, portraying himself as Santa.

Section 2: Associate membership shall be open to a member Santa's wife, or a person regularly portraying herself as a member's Mrs. Claus at holiday events, and/or an Elf who regularly appears with one or more members at holiday events. Upon the death of their member Santa, an Associate Member may maintain membership by paying current annual dues.

Section 3: Annual dues for the calendar year, as approved by the Board of Directors, shall be due from each full member by November 1st of each year. Dues received with new membership applications before August 1st of each year shall be considered dues paid for that calendar year. Dues received with new membership applications after August 1st shall be considered full dues for the following calendar year.

Section 4: A member, whose duly specified annual dues are current, shall be considered a member in good standing.

Section 5: Each member in good standing shall have one vote. Associate members shall not have a vote.

Section 6: All members in good standing and associate members shall be welcome at any general membership meeting.

Section 1: Directors

A) The total number of elected Directors shall be no less than five (5) nor more than fifteen (15) as determined necessary by the sitting Board of Directors or by majority of the membership voting on the matter. Each Director as described in B & C below shall have one vote.

B) Directors shall be elected by vote of the membership.

a. The term of office of each elected Director shall be three (3) years and for as many succeeding terms as they may be re-elected.

b. To ensure continuity of leadership, approximately one third (1/3) of the Director positions shall be re-elected each year.

c. All candidates for Director shall have been a member in good standing for at least two full fiscal years prior to the election.

C) A maximum of four (4) Ex-Officio Directors may be appointed by majority vote of the Board of Directors for a maximum term of one (1) year until the end of the current term.

Section 2: General Powers

A) Subject to the provisions of the state of incorporation's Nonprofit Corporation Law and any limitations in the Articles of Incorporation and/or these Bylaws relating to action required to be approved by the membership, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

B) The Board shall have the power to establish organizational units e.g., Regions, Chapters, etc. and appoint Representatives to give the Board input from those units.

Section 3: Powers Regarding Negotiable Paper

A) The Board may authorize the making, signing or endorsing of checks, drafts, notes and other negotiable papers or instruments for the payment of monies, and designate the persons who shall be authorized to make, sign, or endorse the same on behalf of the Corporation.

Section 4: Chairman of the Board

A) The Board shall elect a Chairman annually upon installation of the newly elected Directors. The new Chairman must be a duly elected Director and shall assume his duties immediately.

B) The Chairman shall schedule, supervise preparation of the Agenda for and preside at all Board meetings. He shall coordinate with the President to ensure the orderly implementation of Board decisions.

Section 5: Meetings and Quorum

A) The Board of Directors shall meet monthly or as deemed necessary by the Chairman or the Board.

B) A simple majority of the total elected Directors shall be the quorum required to transact business.

Section 6: Vacancies

A) A vacancy arising on the Board may be filled by majority vote of the elected Directors for the balance of the current term. A vacancy shall be deemed to exist upon the death, resignation or removal of any elected Director.

Section 7: Removal of a Director

A) The Board, by recorded vote of two thirds (2/3) of the elected Directors, may remove a Director for cause.

Section 8: Compensation and Reimbursement for Expenses

A) The Directors shall receive no compensation for serving on the Board.

B) With approval of the Board; Directors, Officers and/or Committee Members may receive reimbursement for ordinary and necessary expenses incurred while organizing, training or attending Santa related events on behalf of IBRBS.

C) All Directors, Officers and Committee members when seated and annually, shall sign and return to the Secretary a form acknowledging receipt and agreement with the Conflict of Interest Policy and the Code of Ethics and Rules of Conduct Policy.

Section 1: Nominations

A) Nominations of Members for open Director Positions on the Board shall be solicited by the Election Committee starting no later than September 1 of each year.

B) Nominations shall be submitted to the Election Committee by November 15 of each year. The Committee shall certify each nomination and submit its finalized Ballot to the Board of Directors no later than the January Board Meeting.

C) To be qualified, each nominee must meet the eligibility requirements of Article IV, Section 1B(c) and be certified by the Election Committee.

Section 2: Voting

A) Ballots shall be distributed to the membership no later than February 1 of each year. Individual members may choose to receive ballots electronically or by Postal Service.

B) Each member in good standing may submit one ballot to the Election Committee. Ballots must be electronically dated or postmarked no later than February 15th of the election year. A candidate may receive one vote per ballot. A member may vote for candidates up to the total number of openings for that election.

C) Subsequent ballots submitted by the same member shall be void.

D) Qualified candidates receiving the highest number of votes for the open Director positions shall be considered elected and will be seated at the March meeting.

E) In case of a tie for the last open Director position[s], a runoff vote will be conducted and completed by March 1st.

F) When the election results are approved by the Board and the newly elected Directors are seated, a notice of outcome will be sent to all members in good standing.

Section 1: Officers and Terms — The Officers of IBRBS shall include President (CEO), Internal Vice President, External Vice President, Secretary, Chief Financial Officer (CFO) and Chief Information Officer (CIO) plus other Officers as the Board deems necessary. Officers need not be elected Directors but must be members in good standing. Term of office shall be two (2) years with unlimited number of terms.

Section 2: Election of Officers — When the newly elected directors are seated, the Board shall expeditiously elect officers who shall assume their duties immediately.

Section 3: Removal and Replacement — The Board may remove any Officer by 2/3 vote of the Elected Directors at any time for cause.

Section 4: Vacancy — A vacancy shall be deemed to exist upon the death, resignation or removal of any Officer. The Board, by majority vote, may replace the person(s) at a future Board meeting.

Section 5: Other Officer Matters — Duties, responsibilities, discretionary powers and acceptable procedures for the conduct of business are broadly defined later in the Bylaws.

Section 6: President/Chief Executive Officer (CEO) — Subject to the approval of the Board, the President shall have the authority to represent the Corporation and shall generally supervise, direct and manage the business and the Officers of the Corporation, overseeing all activities. He shall attend all announced meetings of the Board of Directors. With the Board approval, he shall have the power to establish committees and may serve as an Ex-Officio Member on those committees.

Section 7: Internal Vice President — The Internal Vice President shall serve on the Membership Committee and shall coordinate efforts to recruit new members and maintain relations with the existing membership. He shall be responsible for maintaining the Membership Roster.

Section 8: External Vice President — The External Vice President shall serve on the Activities Committee. He shall seek to establish Chapters and maintain relations with other groups and organizations to further the aims and goals of our organization.

Section 9: President Succession — If the President is absent or unable to perform his duties, the order of succession is to be Internal Vice President, next the External Vice President, and finally, a person chosen by majority vote of the Board.

Section 10: President Emeritus — Past Presidents of IBRBS shall be titled President Emeritus.

Section 11: Secretary — The Secretary shall give notice of all Board meetings, shall help prepare and distribute the Agenda for and attend all Board meetings. The Secretary shall ensure a true and accurate record of all Board decisions, votes and proceedings, and submit those records for Board approval in a timely manner. Upon approval by the Directors, the Secretary shall ensure availability of Board meeting Minutes to the General Membership. The Secretary shall also be responsible for Corporation correspondence as instructed by the Directors and/or Officers.

Section 12: Chief Financial Officer (CFO) — The CFO shall be responsible for collecting dues, and all other monies due the Corporation, and the deposit of these and other valuables in the name and to the credit of the Corporation. The CFO shall maintain the Corporation account records, pay invoices, maintain receipts and records of all transactions. The CFO shall submit a current month-end report to the Board at all announced Board meetings and shall ensure the preparation of accurate financial reports as required by the State and Federal governments. The CFO shall also prepare annually a year-end fiscal report to be presented to the Board of Directors and the Financial Oversight Committee at the first announced Board meeting after October 15 of each year.

Section 13: Chief Information Officer (CIO) — The CIO shall plan, develop, recommend, implement (upon Board approval) and maintain the information environment for increased organizational effectiveness of the Corporation.

Section 1: Standing Committees:

A) The Executive Committee shall generally consist of the President, Internal Vice President, External Vice President, Chairman, CFO, CIO and National Secretary. The Executive Committee will examine and discuss all future BOD Agenda Items, and offer recommendations to these matters as appropriate.

B) The Membership Committee shall seek to increase membership, establish Chapters and maintain the Membership Roster with current information for all members. The Committee shall notify the membership of all activities and benefits, provide information about IBRBS, and help prospective and new members learn about the privileges and responsibilities of IBRBS membership. It shall also help members in divergent geographic areas come together to enjoy social interaction and community involvement.

C) The Election Committee shall be appointed in May of each year and shall consist of an even number of members in good standing and one Board Director, not up for re-election in the current year. This Committee shall solicit qualified nominations for open Board positions, in accordance with Article V, Section 1. This committee shall also publish and distribute ballots to the membership in accordance with Article V, Section 2; collecting, verifying, counting ballots and reporting results to the Board.

D) The Financial Oversight Committee shall annually review the Fiscal Year-End Financial Report, examine current accounting procedures and recommend improvements as needed. The committee shall submit recommendations to the Board for equitable pricing of all products and services offered by IBRBS. The committee shall manage a Business Continuity process for the Corporation.

E) The Scholarship Committee shall solicit applicants for the scholarships that may be offered, evaluate the applicants and recommend recipients to the Board of Directors.

F) The Activities Committee shall plan and coordinate National Events for the members as specified by the Board.

Section 2: Additional Standing or Ad Hoc Committees may be authorized by majority vote of the Board of Directors without amending or revising the Bylaws.

Section 3: Committees shall be open to Members and Associates and shall choose their own Chair. The Board will have the responsibility to confirm Committee Chair and Membership.

Section 1: The fiscal year of the Corporation shall be October 1 through September 30 of the following year.

Section 1: "Rosenberg's Rules of Order: Simple Parliamentary Procedures for the 21st Century" shall be used as the guide in the conduct of all meetings, except when in conflict with these Bylaws or with the laws of the IBRBS state of incorporation.

Section 1: "Roberts Rules of Order, Latest Edition" shall be used as the guide for rules and procedures governing IBRBS (other than the conduct of meetings as noted in Article IX), except when in conflict with these Bylaws or with the laws of the IBRBS state of incorporation.

Section 1: It is the intention of IBRBS to encourage the formation and formal recognition of Chapters of geographic areas or demographic groups to facilitate social interaction among our Members.

Section 1: Every Director shall have the absolute right, at any reasonable time, to inspect all books, records and documents of every kind and the physical properties of the Corporation. This inspection may be made in person or by an agent or attorney and includes the right to copy and make extracts of documents not subject to privacy restrictions.

Section 1: The properties and assets of this Non-Profit Corporation are irrevocably dedicated to public, educational or charitable purposes. No part of the net earnings, properties or assets of this Corporation shall inure to the benefit of any private person or individual.

Section 2: In the event of the dissolution or winding up of IBRBS, any and all assets remaining, after the payment of all outstanding debts and liabilities, shall be donated to a national nonprofit children's organization selected by the Board at the time of such dissolution.

Section 1: These Bylaws may be amended or revised only with approval by two-thirds (2/3) of the voting members in good standing, except as specified in Section 2.

Section 2: Article I: Name and Location of these By-Laws may be amended by two-thirds (2/3) recorded vote of the elected Directors at a duly announced meeting. The membership shall be notified within 30 days of any such amendment being approved.

Section 1: Disputes and/or challenges shall be settled by impartial binding arbitration.

Section 1: IBRBS shall maintain a Policies and Procedures Manual (PPM) that explains and operationalizes facets of the organization. That manual shall be maintained and updated by the Board as needed for the betterment of IBRBS. If conflict arises between the Bylaws and PPM, the Bylaws govern.

CERTIFICATION

Bylaws dated June 1, 2012 were amended by a two-thirds majority vote of the International Brotherhood of Real Bearded Santas, Inc. members in good standing effective June 1, 2015.

Santa David Rabius

National Secretary Dated May 16, 2015