This Association shall be governed first by the Constitution, Statutes, Regulations Directives and Edicts of the Mystic Shrine of North America; second by the Rules, Regulations and Directives of the Pacific Northwest; third by any Special Edicts or Rules of the local Temple of any Unit belonging to the Pacific Northwest Shrine Association and fourth by the following:

This organization shall be known and designated as the PACIFIC NORTHWEST SHRINE CLOWN ASSOCIATION and shall be known as PNSCA for convenience, and herein shall be referred to as the Association.

The object of this Association is to promote the interests and standards of Shrine Clowning in general, but more especially among the Shrine Clown Units (hereinafter referred to collectively as Clown Units) of Temples within the Pacific Northwest Shrine Association by developing closer fraternal relationships and by helping organize competition, makeup seminars and other proper activities sanctioned by the Pacific Northwest Shrine Association.

It is not, nor will it be the intent of this Clown Association to prevent or in any manner

restrict any Clown Unit of any Temple from participating in Parades, Competition or other

activities sponsored by the Pacific Northwest Shrine Association due to not joining this

Association.

The Membership of this Association shall consist of the Members of a Clown Unit or Individual Clown(s) who are authorized to function, as such, within any Member Temple of the Pacific Northwest Shrine Association and who have adopted these By-Laws and paid the prescribed dues.

Section 1. Each member of a Clown Unit or Individual Clown, in good standing, present at any Annual Meeting of the Association shall be allowed one vote. There will be no use of Proxies for members not present.

Section 2. The Elected Officers of this Association shall be President, First Vice President, Second Vice President, Third Vice President and Secretary-Treasurer. The phrase in these By-Laws of either Executive Board or Executive Committee will be one and the same.

Section 3. The above named officers shall be elected by a majority vote of the Members present at the Annual Meeting of the PNSCA.

Section 4. The term of office for elected officers shall be from the closing of the Annual Meeting until the end of the next Annual Meeting, or until a successor is duly elected. In the event of death, resignation or other vacancies within the line of officers, except the Secretary-Treasurer, the officers shall automatically move up to fill the vacancy. The President shall notify the head of the member Clown Unit to which the vacated office belonged and request the name of a new member to be placed at the bottom of the line of officers. In the event of death or resignation of the Secretary Treasurer, the President of PNSCA shall appoint an interim Secretary-Treasurer to serve until the next election

Section 5. The eligibility for office in the Pacific Northwest Shrine Clown Association shall be: (a) active membership in a Clown Unit in good standing with the Northwest Shrine Clown Association. (b) Official sanction of his Potentate shall be required for any member Clown to be an officer of this Association. (c) In the line of elected Officers, excluding the Secretary-Treasurer, not more than one officer shall be elected from any one Clown Unit.

Section 6. All Past Presidents and Past Secretary-Treasurers of PNSCA, upon completion of their term of office shall automatically become Life Members of PNSCA and shall be presented with an appropriate Life Membership Card. This card shall entitle them to all rights, privileges and benefits of this Association without further payment of dues.

Section 1. The President shall act as the Executive Officer and shall preside at all meetings of the Association and the Executive Board. He shall have general supervision of all the affairs of the Association and shall also have such other powers and duties as many properly belong to his office or shall be prescribed by the Executive Board.

He shall appoint all committees and be an ex-officio member of said committees. He shall perform any other duties as may be requested by the President of the Pacific Northwest Shrine Association.

Section 2. The First and Second Vice Presidents shall in the absence of the President and in numerical order of succession assume the duties of the President and perform such duties as he may designate. The First Vice President’s primary responsibility is to oversee the Competitions at our annual conference. The Second Vice President’s primary responsibility at the annual conference is to organize and chair the training seminar(s) and to make the necessary arrangements to have Vendors present.

Section 3. The Third Vice President shall attend all meetings and, under the direction of the Presiding Officer, preserve due order and decorum. He shall tile the door at all meetings and verify the credentials of all Delegates. The Third Vice president is also responsible for the promotion and solicitation of new members to the organization.

Section 4. The Secretary-Treasurer shall open a bank account in the name of the Pacific Northwest Shrine Clown Association for the handling and disbursement of all monies of the organization. Such account shall require the signature of the Secretary Treasurer and any two of the other officers of the Association. Checks shall require only one of the three signatures.

Section 5. The Secretary-Treasurer shall keep a complete and accurate record of all meetings and transactions of the Association collect all dues and revenues and are responsible for the same. He shall pay all bills and disburse funds by using a voucher system approved by the Executive Committee and with the authority of the President. He shall be an ex-officio member of all committees and shall perform such other duties as designated by the President. At the conclusion of his term he shall make sure that all records, memos and reports are transmitted in good order to his successor.

Section 6. It shall be the duty of the President and the Secretary-Treasurer to issue not less than three (3) times per each Calendar Year, a News Bulletin to all Units of the PNSCA. The First Bulletin shall be issued within thirty (30) days after the Annual Meeting. The other Bulletins during the year shall be issued, as new information is available. The Last Bulletin should be prior to the next Annual Meeting, giving information on that meeting.

Section 7. The Executive Board or Committee shall consist of the Elective Officers, i.e.; President, First, Second and Third Vice Presidents, Secretary-Treasurer, the Two Immediate Past Presidents and Two Members, at large, appointed from the Association. The Association shall be under the management of the Executive Board to assist and guide the development of this Association. Regular meetings of the Executive Board shall be held semi-annually at such time and place the Executive Board shall determine. Special meetings of the Executive Board shall be held when called by the President or when requested by four (4) or more members of the Executive Board at such time and place the President shall decide. A quorum of the Executive Board shall consist of a simple majority of the Elected Officers.

Section 1. The Annual Business Meeting of the PNSCA shall be held during the Annual Ceremonial Convention of the Pacific Northwest Shrine Association at a time and place designated by the President of the PNSCA with the approval of the Pacific Northwest Shrine Association. A quorum shall consist of at least twelve (12) Members representing not less than (twenty five) percent (25%) of the Clown Units in the Association.

Section 2. For the purpose of facilitating the transaction of business at the Annual Meeting, the voting shall be by each member in good standing as outlined in Article IV, Section 1. The rules contained in the latest revision of Roberts Rules of Order shall be the governing authority for meetings of the PNSCA not consistent with these By-Laws.

Section 3. In order to correlate the functions of the PNSCA with those of the Pacific Northwest Shrine Association, the sites of the Annual Convention Meetings and the hosting Clown Units of this Association shall be selected and approved at each meeting for the next two consecutive years. It is the intent of this Section 3 that the Host Shrine Clown Unit shall be a member of the Host Temple of the Pacific Northwest Shrine Association. In the event that this is impractical for any particular year, then a replacement Host Clown Unit may be recommended by the Executive Committee of the PNSCA for approval by the Delegates and by the Board of Directors of the Pacific Northwest Shrine Association.

Exhibits one and two attached-Day to Day Activities at a PNSCA Convention- and –Host Unit Responsibilities at Annual PNSCA Conventions-provide details respecting specific Convention activities.

Section 4. Special meetings between any or all of the Officers may be called at any time by the President of the PNSCA. A quorum will consist of three (3) or more Officers. Expenses of such meeting(s) shall be borne by the individual officers who attend said meeting(s).

Section 5. The present By-Laws of the Pacific Northwest Shrine Association provide for Competition and Trophies, therefore the Host Clown Unit will avail themselves to the Host Temple to assist in all ways to make the activities of the Annual Meeting beneficial to all. The Guidelines and Rules of Competition of the PNSCA shall be subject to further direction of the Host Temple.

Exhibit three attached provides a listing of the awards presented at the PNSCA annual convention and competition.

Section 1. There shall be an Advisory Committee consisting of all Past Presidents of the Association. The Advisory Committee shall provide advice and assistance where appropriate and when deemed necessary in the pursuit of its purpose. Members of the Advisory Committee should be invited to participate in all activities and discussions of the Executive Board but shall have no vote in its final determination.

Section 3. A member Clown Unit or Individual Clown which has failed to pay its/his dues by April 15'", shall be suspended, dropped from the rolls and be ineligible to participate in the functions of the PNSCA. Suspended Clown Units or Individual Clowns may be reinstated at the Annual Meeting upon payment of delinquent dues.

Financial control of the PNSCA shall be under the supervision of the Executive Committee who shall submit an annual budget for approval first by the President of the Pacific Northwest Shrine Association, and then by the Delegates at the Annual Meeting. The budget shall include expenditures for (a) Seminars and other meetings of interest to our members, (b) the distribution of information among the membership of the Association and (c) other appropriate activities for the benefit of the Association. Expenditures authorized shall be under the direction of the Secretary-Treasurer.

Proposed changes in these By-Laws shall be submitted to the President and Secretary-Treasurer ninety (90) days prior to the Annual Meeting, and the Secretary Treasurer shall then submit copies of the proposed changes to each member Clown Unit sixty (60) days prior to the Annual Meeting. The proposed change(s) shall then become a stipulated matter of new business and must be acted upon at the next Annual Meeting. A two-thirds vote of the Members present, and approval by the President of the Pacific Northwest Shrine Association shall be necessary for the adoption of any amendment.

The Rules of Conduct for the membership of this Association - Units, Clubs and Individuals alike - shall be those prescribed by the Imperial Council and likewise adopted by our counterpart Clown Associations throughout North America, among which are as follows:

EXHIBIT TWO

PNSCA –Host Unit Responsibilities at Annual PNSCA Competitions

1) PNSCA PLAQUES 2007 – 5X7 with place for name and name strip taped to back.

3.) PNSCA PLAQUES 2007 – 9X11 with place for name and name strip taped to back.