Section 2.3   Limitations.  No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of or in opposition to any candidate for public office. The property of this corporation is irrevocably and exclusively dedicated to charitable, scientific, and educational purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer, or member of this corporation, or to the benefit of any private person.  On the dissolution or winding up of this corporation, its assets remaining after payment or provision for payment of all debts and liabilities of this corporation shall be distributed to one or more nonprofit funds, foundations, or corporations organized and operated exclusively for charitable, scientific, or educational purposes and which have established tax-exempt status under Internal Revenue Code section 50l(c)(3).

Section 3.1   No Members.  This corporation shall have no members as defined in section 5056 of the California Corporations Code.

Section 3.2   Affiliated Persons.   The corporation may refer to persons or entities affiliated with it as "members" even though such persons or entities are not members as set forth in California Corporations Code section 5056.  The Board may from time to time establish such classes of "members" or other categories of persons associated with the corporation as the Board may from time to time determine, and the Board may establish annual dues payable by members in order for them to retain the title of "member" and any other benefits of affiliation with the corporation as may be determined from time to time by the Board.

ARTICLE IV
DIRECTORS

Section 4.1   Powers.  Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the articles of incorporation or these Bylaws, the corporation's activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board.  Without prejudice to the general powers set forth in the preceding sentence, the directors shall have the power to:

(a)	Appoint and remove, at the pleasure of the Board, all the corporation's officers, agents, and employees; prescribe powers and duties for them that are consistent with law, with the articles of incorporation, and with these Bylaws; and fix their compensation and require from them security for faithful performance of their duties.
(b)	Change the principal office or the principal business office in California from one location to another; cause the corporation to be qualified to conduct its activities in any other state, territory, dependency, or country and conduct its activities within or outside California for holding any meeting.
(c)	Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidence of debt and securities.

Section 4.2  Number and Qualification of Directors.  The Board shall consist of a Chairman and at least three but no more than six additional directors until changed by amendment to these Bylaws.  The exact number of directors shall initially be four (including the Chairman) and may thereafter be fixed, within the limits set forth herein, by a resolution adopted by the Board.  Candidates should be sought for directors who are representatives of environmental organizations, educational institutions and organizations, the scientific community, public service and charitable organizations, and business people, whose interests and activities are similar to or complementary with the purposes and objectives of this corporation.

Section 4.3   Restriction on Interested Persons as Directors.   No more than 49 percent of the persons serving on the Board at any time may be interested persons.  An interested person is:

(a)	Any person compensated by the corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and
(b)	Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, daughter-in-law, mother-in-law, or father-in-law of such person.  However, any violation of the provision of this paragraph shall not affect the validity or enforceability of any transaction entered into by the corporation.

Section 4.4   Election, Designation, and Term of Office.  The Chairman of the Board shall serve for a term of 5 years and until a successor is elected and qualified.  The Chairman of the Board shall designate the initial directors and shall appoint them for terms of one, two, or three years, so that the terms of one third of the directors other than the Chairman shall expire at the time of each annual Board meeting thereafter.  Except for the initial directors, one-third of the members of the Board shall be elected at each annual Board meeting, to hold office until the annual Board meeting three (3) years later; provided, however, that if any such directors are not elected at any annual Board meeting, they may be elected at any special Board meeting held for that purpose or by written ballot.   Each such director, including a director elected to fill a vacancy or elected at a special Board meeting or by written ballot, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified.

Section 4.5   Vacancies on the Board. 

(a)	Events Causing Vacancy.   A vacancy or vacancies on the Board shall exist on the occurrence of the following:
	(i)	The death or resignation of any director;
	(ii)	The declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by an order of court, convicted of a felony, or found by final order or judgment of any court to have breached a duty under Article 3 of Chapter 2 of the California Nonprofit Public Benefit Corporation Law;
	(iii)	A vote of the Board to remove any director, provided, however, that a director who was designated as a director, rather than elected by the Board, may be removed by the person or persons who designated that director, and may not be removed without the written consent of that person or those persons;
	(iv)	The increase of the authorized number of directors;
	(v)	The failure of the Board at any meeting at which any director or directors are to be elected, to elect the number of directors required to be elected at such meeting;
	(vi)	The failure of any director to attend meetings of the Board of Directors as described in sections 4.8, 4.9 and 4.10 of these Bylaws, and partake in any action without a meeting by consent in writing as described in section 4.15 of these Bylaws, on six consecutive occasions.
(b)	Resignations.   Except as provided below, any director may resign by giving written notice to the Chairman of the Board.  The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective.  If a director's resignation is effective at a later time, the Board may elect a successor to take office as of the date when the resignation becomes effective.   Except on notice to the Attorney General of California, no director may resign if the corporation would be left without a duly elected director or directors.
(c)	Filling Vacancies.   Except for a vacancy created by the removal of a designated director, vacancies on the Board may be filled by a majority of the directors then in office, whether or not less than a quorum, or by a sole remaining director.  Vacancies created by the removal of designated director may be filled by the person who designated the director whose removal caused the vacancy.
(d)	No Vacancy on Reduction of Number of Directors.   No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.

Section 4.6   Place of Meetings.   Meetings of the Board shall be held at any place within or outside California that has been designated by resolution of the Board or in the notice of the meeting or, if not designated, at the principal office of the corporation.

Section 4.7   Meetings by Telephone.   Any meeting may be held by telephone conference or similar communication equipment, as long as all directors participating in the meeting can hear one another.  All such directors shall be deemed to be present in person as such a meeting.

Section 4.8   Annual Meeting.  The Board shall hold an annual meeting for purposes of organization, election of directors and officers, and transaction of other business at such time and place as the Chairman of the Board may fix during the four months following the end of the corporation's fiscal year on December 31st.

Section 4.9   Regular Meetings and Special Meetings.  Other regular meetings of the Board may be held at such time and place as the Board may fix from time to time.  Special meetings of the Board for any purpose may be called at any time by the Chairman of the Board, the president, or any two directors.  The person or persons that call a special meeting shall notify the president, who shall cause notice of the meeting to be given to all directors in accordance with section 4.10.

Section 4.10   Notice of Meetings.  The president shall give notice, or shall direct the secretary to give notice, of all meetings of the Board and of committees of the Board.  Notice of the time and place of meetings shall be given to each director by one of the following methods:

	(a)	personal delivery of written notice;
	(b)	mail, postage prepaid;
	(c)	telephone directly to the director;
	(d)	facsimile; or
	(e)	e-mail.

All such notices shall be given or sent to the director's address, telephone or facsimile number, or e-mail address as shown on the records of the corporation.  Notices of meetings sent by mail shall be deposited in New Zealand Post or United States Postal Service mail at least eight days before the time set for a special meeting, at least fourteen days before the time set for a regular meeting, and at least twenty days before the time set for an annual meeting.

Notices of meetings given by personal delivery, telephone, facsimile, or e-mail shall be delivered, telephoned or transmitted at least 48 hours before the time set for a special meeting, at least seven days before the time set for a regular meeting, and at least fourteen days before the time set for an annual meeting.

Notices of meetings shall state the time of the meeting, the place if the place is other than the principal office of the Board, and whether the meeting is an annual, regular, special or committee meeting.  The notice need not specify the purpose of the meeting

Section 4.11   Quorum.  If the Board consists of four or five directors as fixed by resolution of the Board, three directors shall constitute a quorum for the transaction of business, except to adjourn.  If the Board consists of six or seven directors, four directors shall constitute a quorum for the transaction of business, except to adjourn.  Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the Board, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to:

	(a)	Approval of contracts or transactions in which a director has a direct or indirect material financial interest;
	(b)	Approval of certain transactions between corporations having common directorships;
	(c)	Creation of and appointments to committees of the Board; and
	(d)	Indemnification of directors.

A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.

Section 4.12   Waiver of Notice.   Notice of a meeting need not be given to any director, who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting.  The waiver of notice or consent need not specify the purpose of the meeting.  All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.  Notice of a meeting need not be given to any director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to such director.

Section 4.13   Adjournment.  A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

Section 4.14   Notice of Adjourned Meeting.   Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours.  If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

Section 4.15   Action Without a Meeting.   Any action that the Board is required or permitted to take may be taken without a meeting if all members of the Board consent in writing to the action; provided, however, that the consent of any director who has a material financial interest in a transaction to which the corporation is a party and who is an "interested director" as defined in section 5233 of the California Corporations Code shall not be required for approval of that transaction.  Such action by written consent shall have the same force and effect as any other validly approved action of the Board.  All such consents shall be filed with the minutes of the proceedings of the Board.

Section 4.16   Compensation and Reimbursement.   Directors may receive such compensation, if any, for their service as directors and such reimbursement of expenses, as the Board may determine by resolution to be just and reasonable as to the corporation at the time that the resolution is adopted.

Section 4.17   Committees of the Board.  The Board, by resolution adopted by a majority of the directors then in office, provided a quorum is present, may create one or more committees, each consisting of two or more directors and no persons who are not directors, to serve at the pleasure of the Board.

Appointments to committees of the Board shall be by majority vote of the directors then in office.  The Board may appoint one or more alternate members of any such committee, who may replace any absent member at any meeting.  Any such committee, to the extent provided in the Board resolution, shall have all the authority of the Board, except that no committee, regardless of Board resolution may:

	(a)	Take any final action on any matter that, under the California Nonprofit Public Benefit Corporation Law, would require approval of the members or approval of a majority of all members if the corporation had members;
	(b)	Fill vacancies on the Board or on any committee that has the authority of the Board;
	(c)	Fix compensation of the directors for serving on the Board or on any committee;
	(d)	Amend or repeal bylaws or adopt new bylaws;
	(e)	Amend or repeal any resolution of the Board that by its express terms is not so amendable or repealable;
	(f)	Create any other committees of the Board or appoint the members of committees of the Board;
	(g)	Expend corporate funds to support a nominee for director after more have been nominated for director than can be elected; or
	(h)	Approve any contract or transaction to which the corporation is a party and in which one or more of its directors has a material financial interest, except as special approval is provided for in section 5233(d)(3) of the California Corporations Code.

Section 4.18   Meetings and Actions of Committees.   Meetings and actions of committees of the Board shall be governed by, held, and taken in accordance with the provisions of these Bylaws concerning meetings and other Board actions, except that the time for regular meetings of such committees and the calling of special meetings of such committees may be determined either by Board resolution or, if there is none, by resolution of the committee of the Board.  Minutes of each meeting of any committee of the Board shall be kept and shall be filed with the corporate records.  The Board may adopt rules for the government of any committee, provided they are consistent with these Bylaws or, in the absence of rules adopted by the Board, the committee may adopt such rules.

Section 4.19   Nominating Committee.   There is hereby established a nominating committee which shall consist of the Chairman of the Board and two other directors designated by the Chairman.  The nominating committee shall be responsible for identifying, locating and introducing to the Board candidates for directorships who are interested in serving on the Board.

Section 4.20   Public Participation Advisory Committees.  The Board, by resolution adopted by a majority of the directors then in office, provided a quorum is present, may create one or more Advisory Committees, each consisting of at least one director and up to five persons who are not directors, the recommendations of which shall be advisory only and which shall have no power otherwise to act for or on behalf of the Board.  The purpose of any Advisory Committee shall be to promote participation by, and to seek constructive input from, the educational, environmental, and scientific communities and civic organizations with respect to the activities and objectives of the corporation; and to assist the Board in establishing policies and creating programs consistent with the perceived needs and desires of the intended beneficiaries of the corporation's activities.  At the time of adopting any resolution to create an Advisory Committee, the Board shall also resolve the parameters under which the committee shall provide input and assist the Board, and provide guidance of the objectives of the committee.

Section 4.21   Advisory Council.   The Board, by resolution adopted by a majority of the directors then in office, provided a quorum is present, may appoint any person to an Advisory Council, which may consist of any number of qualified persons who are not directors, the recommendations of which shall be advisory only and which shall have no power otherwise to act for or on behalf of the Board.

Members of the Advisory Council shall be selected and appointed with respect to exceptional professional knowledge and experience related to the purpose of the corporation, or prominent activities within the environmental movement, or distinctive community service related to the management and funding of charitable organizations.   The Board shall seek constructive input from any member of the Advisory Council at any time, either individually, or in meetings to which either selected or all members of the Advisory Council are invited, to assist in establishing policies and creating programs consistent with the perceived needs and desires of the intended beneficiaries of the corporation's activities.

ARTICLE V
OFFICERS

Section 5.1   Officers of the Corporation.   The officers of the corporation shall be the Chairman of the Board, a president, a secretary, and a chief financial officer.  The corporation may also have, at the Board's discretion, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers and such other officers as may be appointed in accordance with section 5.3 of these Bylaws.  Any number of offices may be held by the same person except that neither the secretary nor the chief financial officer may serve concurrently as either the president or the Chairman of the Board.

Section 5.2   Election of Officers.   The officers of the corporation, except those appointed under section 5.3 of these Bylaws, shall be chosen annually by the Board and shall serve at the pleasure of the Board, subject to the rights, if any, of any officer under any contract of employment.

Section 5.3   Other Officers.   The Board may appoint and may authorize the Chairman of the Board, or the president, to appoint any other officers that the corporation may require.  Each officer so appointed shall have the title, hold office for the period, have the authority, and perform the duties specified in the Bylaws or determined by the Board.

Section 5.4   Removal of Officers.   Without prejudice to any rights of an officer under any contract of employment, any officer may be removed with or without cause by the Board and also, if the officer was not chosen by the Board, by any officer on whom the Board may confer that power or removal.

Section 5.5   Resignation of Officers.   Any officer may resign at any time by giving written notice to the corporation.  The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective.  Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract to which the officer is party.

Section 5.6   Vacancies in Office.   A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office; provided, however, that vacancies need not be filled on an annual basis.

Section 5.7   Chairman of the Board.   The Chairman of the Board shall preside at meetings of the Board and shall exercise and perform such other powers and duties as the Board may assign from time to time.  If there is no president, the Chairman of the Board shall also be the chief executive officer and shall have the powers and duties of the president of the corporation prescribed by these Bylaws.

Section 5.8   President.  Subject to such supervisory powers as the Board may give to the Chairman of the Board, and subject to the control of the Board, the president shall be the general manager of the corporation and shall supervise, direct, and control the corporation's activities, affairs, and officers.   The president shall preside at meetings of the Board if the Chairman of the Board is absent, or if there is none.  The president shall have such other powers and duties as the Board or the Bylaws may prescribe.

Section 5.9   Vice Presidents.  If the president is absent or disabled, the vice presidents, if any, in order of their ranks as fixed by the Board, or, if not ranked, a vice president designated by the Board shall perform all duties of the president.  When so acting, a vice president shall have all powers and be subject to all restrictions on the president.  The vice presidents shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.

Section 5.10   Secretary.  The secretary shall keep or cause to be kept, at the corporation's principal office, a book of minutes of all meetings, proceedings, and actions of the Board, or committees of the Board.  The minutes of meetings shall include the time and place that the meeting was held, whether the meeting was annual, regular, or special, and if special, how authorized, the notice given, and the names of those present at Board and committee meetings.  The secretary shall keep or cause to be kept, at the corporation's principal office in California, a copy of the Articles of Incorporation and Bylaws, as amended to date.

The secretary shall give, or cause to be given, notice of all meetings of the Board and of committees of the Board required by these Bylaws to be given.  The secretary shall keep or cause to be kept the corporate seal in safe custody, and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.

Section 5.11   Chief Financial Officer.  The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the corporation's properties and transactions.  The chief financial officer shall send or cause to be given to the directors such financial statements and reports as are required to be given by law, by these Bylaws, or by the Board.  The books of account shall be open to inspection by any director at all reasonable times.   The chief financial officer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as the Board may designate, shall disburse the corporation's funds as the Board may order, shall render to the president, Chairman of the Board, if any, and the Board, when requested, an account of all transactions as chief financial officer and of the financial condition of the corporation, and shall if required by the Board, the chief financial officer shall give the corporation a bond in the amount and with the surety and sureties specified by the Board for faithful performance of the duties of the office and for restoration to the corporation of all its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the chief financial officer on his or her death, resignation, retirement, or removal from office.

ARTICLE VI
INDEMNIFICATION

Section 6.1   Right of Indemnity.  To the fullest extent permitted by law, this corporation shall indemnify its directors, officers, employees and other persons described in section 5238(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines settlements and other amounts actually and reasonably incurred by them in connection with any "proceeding", as that term is used in that section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section.  "Expenses", as used in this bylaw, shall have the same meaning as in section 5238(a) of the California Corporations Code.

Section 6.2   Approval of Indemnity.   On written request to the Board by any person seeking indemnification under section 5238(b) or section 5238(c) of the California Corporations Code, the Board shall promptly determine under section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in section 5238(b) or section 5238(c) has been met and, if so, the Board shall authorize indemnification.

Section 6.3   Advancement of Expenses.  To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under these Bylaws in defending any proceeding covered by those sections shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to the indemnified by the corporation for those expenses.

Section 6.4   Insurance.  The corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the office's, director's, employee's, or agent's status as such.

ARTICLE VII
MISCELLANEOUS

Section 7.1   Maintenance of Corporate Records.  The corporation shall keep:

	(1)	Adequate and correct books of account; and
	(2)	Written minutes of the proceedings of the Board and committees of the Board.

Section 7.2   Maintenance and Inspection of Articles and Bylaws.  The corporation shall keep at its principal office, or if its principal office is not in California, at its principal office in this state, the original or a copy of the Articles of Incorporation and Bylaws, as amended to date, which shall be open to inspection at all reasonable times during office hours.

Section 7.3   Inspection by Directors.   Every director shall have the absolute right at any reasonable time to inspect the corporation's books, records, documents of every kind, physical properties, and the records of each of its subsidiaries.  The inspection may be made in person or by the director's agent or attorney.  The right of inspection includes the right to copy and make extracts of documents.

Section 7.4   Annual Report.  The Board shall cause an annual report to be sent to all directors within 120 days after the end of the corporation's fiscal year.  That report shall contain the following information, in appropriate detail, for the fiscal year:

	(a)	The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;
	(b)	The principal changes in assets and liabilities, including trust funds;
	(c)	The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes;
	(d)	The expenses or disbursements of the corporation for both general and restricted purposes;
	(e)	Any information required by section 7.5 of these Bylaws.

The annual report shall be accompanied by any report on it of independent accountants, or, if there is no such report, by the certificate of an authorized officer of the corporation that such statements were prepared without audit from the corporation's books and records.

Section 7.5   Annual Statement of Certain Transactions and Indemnifications.   As part of the annual report, or as a separate document if no annual report is issued, the corporation shall annually prepare and furnish to each director a statement of any transaction or indemnification of the following kind within 120 days after the end of the corporation's fiscal year:

	(a)	Any transaction (i) in which the corporation, its parent or its subsidiary was a party, (ii) in which an "interested person" had a direct or indirect material financial interest, and (iii) which involved more than $50,000, or was one of a number of transactions with the same interested person involving, in the aggregate, more than $50,000.  For this purpose, an "interested party" is either of the following:
		(1)	Any director or officer of the corporation, its parent, or subsidiary (but mere common directorship shall not be considered such an interest); or
		(2)	Any holder of more than 10 per cent of the voting power of the corporation, its parent, or any subsidiary.  The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated.
	(b)	Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the corporation under Article VI of these Bylaws, unless that indemnification has already been approved by the Board under section 5238(e)(2) of the California Corporations Code.

Section 7.6   Construction and Definitions.  Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws.  Without limiting the generality of the preceding sentence, the masculine gender includes the singular, and the term "person" includes both a legal entity and a natural person.

ARTICLE VIII
AMENDMENTS

Section 8.1   Amendments.   Subject to any provisions of law applicable to the amendment of bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted as follows:

	(a)	Notice of the proposed amendment to these Bylaws must be given by the secretary of the corporation to all members of the Board of Directors considering such amendment.
	(b)	The amendment must be approved by a majority of the directors then in office.

CERTIFICATE OF CHAIRMAN OF THE BOARD

I, the undersigned, certify that I am the Chairman of the Board of TERRA NATURE FUND, a California nonprofit public benefit corporation, and the above bylaws, consisting of thirteen (13) pages, are the bylaws of this corporation as adopted on March 23rd 2000, and as amended by the Board of Directors on September 5th and December 11th 2001.

Dated December 11th 2001



Graeme Woodhouse, Chairman of the Board