By-Laws of The Pan Pacific and Southeast Asia Women's Association International (PPSEAWA)

(A Nonprofit Hawaiian Corporation)

Amended August 2013

Article I - Purposes and Activities

The Corporation is organized and shall be operated for the purposes stated in the Articles of Incorporation:

(a) To strengthen the bonds of peace by fostering a better understanding of the cultures of and friendship among women of all Pacific and Southeast Asia areas.

(b) To promote cooperation among women of these regions for the study and development of social, economic and cultural conditions.

(c) Notwithstanding any other provisions of these By-Laws, this organization shall not carry on, any other activities not permitted to be carried on, by any organization exempt from taxation for charitable, educational, religious or scientific purposes under the laws of the United States.

Article II - Membership

Section 1. Members

Any group of women residing in countries that lie within the Pacific and Southeast Asia areas and who accept the above-named purposes may apply to the Board of Directors (which is also known as the “Council”) for membership in the Corporation (which is hereinafter referred to as “Association” or “PPSEAWA”) and, if accepted by two-thirds vote of the Council, shall thereafter be a national member organization or body acting as such.

Section 2. PPSEAWA Hawaii

PPSEAWA Hawaii shall have independent status in PPSEAWA for all time by virtue of the fact that the women of those islands originated and nurtured the parent organization, the Pan-Pacific Women's Association, in its beginnings and reactivated it after a lapse of twelve years due to global war.

Section 3. Membership in National Member Organizations

(a) Members may be individual women or may be representatives of women's organizations whose objectives are in common with those of the Association. This need not exclude women who are representatives of organizations composed of both men and women.

(b) Each national member organization shall be self-administered but shall submit to the Council for its record two certified copies of its Constitution and/or By-Laws and of any subsequent amendment or amendments thereto.

Section 4. Meetings of Association Members

A meeting of the members shall be held at least every three years, usually in conjunction with an International Conference. Special meetings of the Council, such as, between or midterm Conferences, may be called by the President or another member of the Executive Committee.

Section 5. Notice of Members' Meetings

A notice stating the date and place of the meeting, and in the case of a special meeting, any purpose for which the meeting is being called, shall be sent electronically by email not less than ten nor more than fifty days at the direction of the President, Secretary or another officer of the Council to each national member organization entitled to vote at such meeting.

Section 6. Voting

A member entitled to vote may vote in person or unless the Articles of Incorporation or the By-Laws otherwise provide may vote by proxy executed and sent to the Secretary electronically by e-mail by the member or by the member's duly authorized attorney-in-fact.

Article III - Board of Directors

Section 1. Composition of the Board.

The Association shall be governed by a Board of Directors, also called the “International Council” or the “Council”. The members of the Council shall be:

(a) The elected officers of the Association.

(b) The Immediate Past President.

(c) Additional members of the Council to a desired number elected from the qualified delegates of the national member organizations present at an International Conference.

(d) Other Past Presidents shall be advisory members of the Council and welcome at Council meetings for their knowledge and experience, but without a vote.

Section 2. Powers and Duties.

The Council shall have general powers to control and manage the affairs and property of the Association, shall have full power by majority vote of a quorum present to adopt rules and regulations governing the actions of the Council, and shall have full authority with respect to the distribution and payment of the moneys received by the Association. However, the fundamental and basic purposes of the Association as expressed in the Articles of Incorporation shall not be violated or amended, and the Council shall not permit any part of the net earnings or capital of the Association to inure to the benefit of any private individual or any national member organization.

Additional powers and duties of the Council shall include:

(a) Establishing all policies and making all rules governing the Association not inconsistent with the Articles of Incorporation.

(b) Setting up any standing committees necessary to facilitate the activities and programs of the Association and electing chairpersons of these committees at its first meeting following an election at a Conference. The chairpersons, with the approval of the Council, shall appoint committee members.

(c) Acting with and through the Treasurer and Finance Committee shall be responsible for obtaining and administering all funds of the Association. However, certain committees may, with the approval of the Council, solicit funds in order to carry out their special projects and programs.

(d) Each member shall have one vote, except the President who may vote whenever her vote will affect the result.

(e) Maintaining liaison with and between Association national member organizations through a bi-annual International Bulletin and website accessible to all members. The Bulletin Editor and Website Editor shall be non-voting members of the Council and granted freedom of reporting on news and developments relating to the Association.

(f) Appointing representatives and their alternates as required for PPSEAWA's presence and participation at sessions and conferences at the United Nations (UN), United Nation Educational, Scientific and Cultural Organization (UNESCO) and other UN agencies. The representatives and alternates:

  1. Shall attend appropriate sessions of the United Nations, its Commissions and Specialized Agencies and report on a regular basis to PPSEAWA through the Council and the national member organizations of the Association. Their reports, when appropriate, shall also be posted on the PPSEAWA website.
  2. Shall circulate questionnaires or documents that the United Nations wishes to have issued to non-governmental organizations that are accredited to the United Nations.
  3. Shall present PPSEAWA position papers to the United Nations, Commissions or its Agencies on subjects of concern to PPSEAWA interest areas in consultation with the President and/or Executive Committee.
  4. A United Nations Committee may be appointed to assist the representatives in carrying out their duties.
  5. The representatives shall be non-voting, ex-officio members of the Council.

(g) Appointing an Ambassador of Peace, who shall be a non-voting, ex-officio member of the Council. She shall be granted freedom to report on any Peace initiatives, the observance of International Peace Day or the Peace Challenge on the PPSEAWA website.

(h) Appointing three young women (24 years to 39 years of age), under agreed-upon guidelines, as Youth Representatives and they shall be non-voting, ex-officio members of the Council. They shall be responsible for developing and presenting the Young Women's program at the Conference. Their duties shall be defined by the Executive Council.

(i) Appointing a Councillor-at-large as a non-voting, ex-officio member of the Council.

Section 3. Standing Committees and Their Duties.

The Standing Committees are: Executive, Conference, Program, Finance and By-Laws.

(a) Executive Committee. There shall be an Executive Committee of five members: the President, the First and Second Vice Presidents, the Secretary, and the Treasurer. If for any reason between Conferences it is not possible to contact the majority of Council members, the Executive Committee shall act in place of the Council, assuming all the governing powers thereof. This Committee shall also act in all matters of urgency; all decisions shall require a majority vote of the five members of the Committee.

(b) Conference and Program Committees.

  1. The Chairperson of the Conference Committee shall be appointed by the hostess country and approved by the Council. She shall be a non-voting, ex-officio member of the Council, unless she already is a voting member of the Council. The Chairperson shall submit to the Council her selection of the Program Committee Chairperson.
  2. The Conference Committee Chairperson shall submit to the Council within nine months after a Conference a tentative outline of the study program for the next Conference. At the midterm Council meeting, she shall present the plans developed with the Program Committee. Once the detailed plans for the study program, incorporating suggestions or recommendations received from the Council, have been completed, they shall be released to all national member organizations.
  3. The Program Committee in consultation with the Conference Committee shall be responsible for the formulation of the day-to-day program of the Conference.
  4. The Conference Committee on behalf of the Association shall arrange for the place of the meetings, the requirements of the Program Committee, all publicity, any special entertainment, local transport and other related Conference details.
  5. The Conference Committee Chairperson, or someone appointed by her, shall submit a projected budget for the Conference to the Treasurer and Finance Committee eighteen months prior to the Conference.
  6. In the interval preceding the Conference, the national member organization of the country in which the Conference is to be held shall act as the Conference Committee.
  7. The Conference Committee shall arrange for the publication of the proceedings of the Conference. These together with papers presented or abstracts thereof, reports and other related information, as shall be determined in consultation with the Council, shall be released on the PPSEAWA website and in paper copy, if it so chooses, within 18 months of the Conference.

(c) By-Laws Committee. The By-Laws Committee shall receive, consider, and propose to the Council any amendment or amendments to the By-Laws. It shall act in an advisory capacity when requested by the President or Executive Committee. The By-Laws Committee Chairperson shall be a non-voting, ex-officio member of the Council, unless she already is an elected officer of the Council.

(d) Finance Committee. A Finance Committee of three persons, including the Treasurer, shall be appointed to act on behalf of the Council. One member of the Committee shall be the Chairperson, or someone appointed by her, of the national member organization of the country in which the Conference will be held. Ratification by the Council of any change in the financial policy or procedures shall be required before any change becomes final.

Section 4. Number of Directors

The initial directors shall be the persons named in the Articles of Incorporation.

(a) The number of directors constituting the entire Council shall not be less than three, fixed from time to time by a majority of the total number of members at any meeting the notice of which specifies the proposed change, provided, however, that no decrease shall shorten the term of any incumbent director.

(b) Any vacancy occurring in the Council, unless it is that of the President, First or Second Vice President, Secretary or Treasurer, shall not be filled until the election at the next Conference, provided there remain at least twelve directors. Should a vacancy occur among the five above-named officers, such vacancy shall be filled by another director or by an “Assistant Officer”, should there be such, subject to an affirmative vote of a majority of the remaining directors.

Section 5. Election and Term of Directors.

As all officers, including the Immediate Past President, are directors, only two additional directors shall be elected at the Conference as voting members of the Council. All directors shall serve until their successors have been qualified and elected.

Section 6. Quorum of Directors and Action by the Board.

(a) A majority of the entire Council shall constitute a quorum for the transaction of business and, except where otherwise provided by these By-Laws, the vote of the majority of the directors present at a meeting at the time of such vote, if a quorum is then present, shall be the act of the Council.

(b) Any action required or permitted to be taken by the Council, or a Committee thereof, may be taken without a meeting or by a conference call, if a consent by email setting forth the action to be taken is granted by all members of the Council or the Committee, as the case may be, entitled to vote on the subject of the meeting. Any resolution or action so decided upon shall be filed with the minutes of the proceedings of the Council or Committee.

(c) Provided that notice of the time of the conference call has been to given to all directors, or members of a Committee, as the case may be, and a quorum or majority participates, and each can simultaneously hear all others, then such conference call shall be deemed a duly called and held meeting and minutes of such meeting shall be filed with the records of the Association.

Section 7. Meetings of the Council

(a) Regular meetings of the Council shall be held at such times and places as may be fixed by the Board, but special meetings of the Council, or Executive Committee acting on behalf of the Board, may be called at any time by the President or another member of the Executive Committee.

(b) No notice need be given of regular meetings. Notice of a special meeting, such as the midterm Council meeting, shall be sent electronically by email to each director not less than ten nor more than fifty days prior to the date of the meeting. Notices of midterm Council meetings shall also be sent electronically to national member organizations' presidents' known email addresses as they may attend such meetings as observers.

(c) A majority of the directors present, whether or not a quorum, may adjourn a meeting to another time and place, and notice of any adjournment shall be sent to the absent directors with details of the newly scheduled meeting.

Section 8. Resignations.

Any director of the Board may resign at any time by giving email notice to the Council, President or Secretary of the Association. The resignation shall be effective at the time specified in her notice; and unless otherwise requested, the acceptance of the resignation shall not be necessary to make it effective.

Section 9. Removal of Directors.

Any one or more directors may be removed for cause by action of the Council, and shall become effective immediately upon email notification of the Secretary to the director or directors so named.

Section 10. Transition.

In order to ensure a smooth transition, there shall be a joint meeting of the outgoing Council and the new, incoming Council, immediately following the election at the Conference. At such time, any retiring member of the Executive Committee shall arrange the transfer of her respective files and records to her successors.

Section 11. Newly Created Directorships

(a) At the meeting of the new Council after the joint Council meeting which followed the election at the Conference, two additional directorships may be created, if deemed necessary. Two directors, selected from among the qualified delegates present at the Conference, shall be appointed by a majority vote of the Council and shall be non-voting members of the Council. Each of the two new directors shall be given special assignments or responsibility for subject areas prescribed by the Council.

(b) Vacancies occurring for any reason among the directors on the Council, except by removal for cause, need not be filled unless it is of an Executive Committee member and provided twelve directors remain. If a vacancy of an Executive Committee member occurs, it may be filled by a majority vote of the directors then in office. A director so elected shall hold office for the unexpired term of her predecessor.

Section 12. Executive and Other Committees of the Board

(a) There shall be an Executive Committee comprised of the President, First and Second Vice Presidents, Secretary and Treasurer, each of whom had been duly elected at the Conference. The Council, by resolution, may designate from among its Board or Association, members of other committees and each shall have the authority of the Council, except that no committee shall have authority over the following matters:

  1. Amending, altering or repealing the By-Laws.
  2. Electing, appointing or removing any committee member or any officer or director of the Council.
  3. Amending or restating the Articles of Incorporation, adopting a plan of merger or consolidation with another corporation or association.
  4. Authorizing the sale, lease, exchange, or mortgage of all, or substantially all, of the property of the Association.
  5. Authorizing the voluntary dissolution of the Association or revoking proceedings therefor.
  6. Adopting a plan for the distribution of the assets of the Association.
  7. Amending, altering or repealing any resolution of the Council, which by its terms provides that it shall not be amended, altered or repealed by such committee.

(b) The Council may designate one or more members or directors as alternate members of any committee, who may replace any absent member or members at any meeting of such committee.

(c) Unless a greater proportion is required by the resolution designating a committee, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business. The vote of a majority of the members present at a meeting at the time of such vote, if a quorum is then present, shall be the act of such committee.

(d) Each such committee shall serve at the pleasure of the Council.

Article IV - Officers

Section 1.

The elected Officers shall be a President, a First Vice President, a Second Vice President, four regional Vice Presidents, a Secretary, a Treasurer, two Directors and such other officers as may be deemed necessary. In the event there is no officer from Hawaii, the Executive Committee shall appoint a representative from Hawaii as a director and voting member of the Council.

Section 2. Nomination and Election of Officers

(a) Nominations shall be accepted only from national member organizations which are in good standing and whose dues are current. Nominations, accompanied by a brief description of each nominee, shall be sent by the president or secretary of their national member organizations to the Association Secretary no later than four months prior to the convening of each Conference. Each nomination must be seconded by a national member organization other than the nominee's sponsoring organization and such action must also be submitted to the Association Secretary. No member shall be eligible for any nomination to an elected office unless she has attended at least two Conferences prior to the current one. No member shall be eligible for nomination to the office of President unless she has served at least two full terms on the Council prior to the commencement of the term of office to which she is to be elected. No member shall be eligible for nomination as First Vice President, Second Vice President, Secretary or Treasurer unless she has served at least one full term on the Council prior to the commencement of the term of office to which she is to be elected. No national member organization may nominate more than one member for any given office.

(b) A list of nominations, together with the nominees' qualifications, their nominating national member organizations as well as the seconding member organizations, shall be circulated by the Association Secretary to each national member organization not later than three months before the Conference.

(c) The Secretary shall post a list of the nominations, including the sponsoring and seconding national member organizations, on the first and opening day of the Conference. No new or additional nominations shall be received or posted at the time of the conference.

(d) A Nominating Committee consisting of the Chairpersons of attending Delegations, or their appointees, shall convene at the Conference. The President, with the approval of the Council, shall appoint a member of the Nominating Committee as Convening Chairperson. This Chairperson shall name a minimum of three other appointed delegates from different national member organizations, who shall have the following duties:

  1. To co-ordinate and oversee the complete election process at the final business meeting when each nominee may, if she so wishes, briefly present her qualifications for office before the delegates at the Conference.
  2. To ensure the careful distribution of one ballot to each delegation, as each shall have one vote, and to scrutinize the counting of all votes. The names of the national member organizations shall not be recorded on the ballots. Following the tabulation of the votes, the Chairperson shall announce the results of the election.

(e) The Officers of the Association, having been duly elected at the final business meeting of the Conference, shall be the directors of the Council.

Section 3. Terms of Office and Removal of Officer.

Each officer shall hold office until her successor has been qualified and elected or appointed. No elected officer shall hold the same office for more than two successive terms. Any officer may be removed by the persons authorized to elect or appoint such officer, with or without cause, whenever in their judgment the best interests of the Association will be served thereby. Removal of an officer without cause shall be without prejudice to her contract rights, if any; and the appointment of an officer shall not of itself create any contract rights.

The Immediate Past President shall become a voting member of the Council, shall serve in an advisory capacity to ensure continuity and a smooth transfer of responsibility and information to the incoming President and Council.

Section 4 . Powers and Duties

The duties of each officer shall be to promote the basic principles and development of the Association.

(a) President. The President shall be the chief executive officer of the Association, shall have general and active management of the Association, and shall see that all orders and resolutions of the Council are carried into effect. She shall cooperate, communicate and work with other officers and members of the Council and, as necessary, with the Committees of the Board, and shall ensure that national member organizations are informed of Council matters, as may be appropriate. She shall execute all documents requiring a seal of the Association, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Council to another officer or agent of the Association. She shall be a third signatory on Bank Accounts, whenever required. If the President is not qualified as a signatory on US Bank accounts the executive committee may appoint a second assistant treasurer to satisfy this requirement.

She shall, with the agreement of the other members of the Executive Committee, outline the format and appropriate content of communication materials, such as the official PPSEAWA letterhead or organizational brochure.

(b) First Vice President, Second Vice President, and Vice Presidents. The First Vice President, Second Vice President, and Vice Presidents in such designated order, during the absence or disability of or refusal to act by the President, shall perform the duties and exercise the powers of the President and shall perform such other duties as the Council shall prescribe.

The Vice Presidents shall be nominated on a regional basis, and subsequently, following their election to office, shall assume some responsibility for the areas they represent.

(c) Secretary and Assistant Secretary. The Secretary shall attend all meetings of the Council, shall record all of the proceedings of the meetings of the Council, shall retain those records in a secure file, and shall perform the same duties for the standing Committees when required. The Secretary shall issue notices of all special meetings of the Council and shall perform such other duties as may be prescribed by the President or the Council.

The Secretary shall have custody of the corporate seal of the Association and shall have the authority to affix the seal to any instrument or document requiring it. When so affixed, it may be attested, by her signature.

The Assistant Secretary, having been appointed by the Council, shall, in the absence of the Secretary or in the event of her inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Council may prescribe. The Assistant Secretary shall also have the authority, if requested, to affix the seal of the Association and attest it by her signature.

(d) Treasurer and Assistant Treasurer. The Treasurer shall have custody of all of the funds and investments, shall keep accurate accounts of receipts and disbursements of the Association, and shall deposit all money and any other valuable assets in the name and for the credit of the Association in approved US banks or financial institutions. She shall be the primary signatory on all accounts. The Treasurer shall be responsible for the completion and timely submission of all financial reports required under United States laws in order to maintain the Association's not-for-profit status. Should she require the assistance of an external certified public accountant for the Association's tax filings, she shall obtain the approval of the President of any proposed fee.

The Treasurer shall disburse funds of the Association as permitted by the Council but only upon receipt of proper vouchers for such disbursements. She shall inform the President, when so requested, and render to the Council at its regular meetings, an account of all transactions and of the financial condition of the Association.

The immediate past treasurer shall be considered to be the assistant treasurer after her term in office has ended in order to ensure continuity of financial record keeping.

The Assistant Treasurer, having been so appointed by the Council, shall, in the absence of the Treasurer or the event of her inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Council may prescribe. She shall be a signatory on all accounts, whenever required.

If required by the Council, the Treasurer shall give the Association a bond in such sum and with such surety as shall be satisfactory to the Council for the faithful performance of the duties of her office and for the restoration to the Association in case of her death, resignation or removal from office of all books, records, money and property of whatever kind in her possession or under her control to the Association.

Article V - Finances

(a) Each national member organization shall subscribe US one hundred fifty dollars (US$150), or its equivalent, as dues annually to PPSEAWA International. The status of a national member organization in arrears for two years shall be reviewed by the Council. Then, unless its dues become current, it shall be considered an inactive member of the association.

(b) Each delegate shall pay a Conference registration fee, the amount of which shall be predetermined by the Council in consultation with the Conference Committee Chairperson of the country in which the Conference is to be held. All delegates shall be responsible for their own expenses in connection with the Conference.

(c) The Chairperson of the Conference in the country in which it is to be held, or a person designated by her, shall submit to the Treasurer and Finance Committee a budget for projected expenses of the Conference. Within two months following the Conference, the Conference Committee Chairperson, or a person designated by her, shall submit a financial report of the actual income and expenses of the Conference. 20% of the Conference registration fees shall be given to the Association's treasury. In the event a profit results from the Conference, 50% of that profit shall be contributed to the Association's treasury, the remainder being retained by the country in which the Conference was held.

(d) The fiscal year of the Association shall be the twelve months ending December 31, or such other period as may be fixed by the Council.

Article VI - Conference

As a means of accomplishing its purpose, the Association shall hold International Conferences approximately every three years in a different country represented by a national member organization of the Association.

Section 1. Objective.

The objective of the Conference shall be to bring together the women of the national member organizations for better understanding and for cooperation toward the promotion of their common interests, bearing in mind the concerns of women and the family and the economic and social climate within each member organization's country and in the global community.

Section 2. Membership of the Conference.

Membership of the Conference shall be five classes: voting, alternate, special, honorary and fraternal delegates as well as observers.

(a) Voting Delegates. Voting Delegates shall consist of:

  1. The Officers of the Association
  2. Those persons to a total of 25 from each country, who have been members of their national member organizations at least one year and who have been appointed by their respective member organizations. These delegates shall be entitled to attend all meetings, to take part in the discussions of the Conference and to vote.

(b) Alternate Delegates

  1. They shall be those persons, up to five in number from each country, who have been members of their national member organizations at least one year and who have been appointed by their respective member organizations.
  2. They shall have all privileges as delegates, except that of voting. However, when an alternate at a Conference is chosen by her national member organization to replace or stand as a voting delegate, she exercises all rights and privileges of a voting delegate.

(c) Honorary Delegates. A limited number of Honorary delegates from countries which do not have national member organizations, may be invited to a Conference by a member of the Executive Committee.

Prominent individuals from any member country in addition to those otherwise attending the Conference may attend, provided that the national member organization of such country is so informed.

(d) Special Delegates

  1. Delegates consisting of women especially qualified in the particular subjects under consideration on the Conference programs may be admitted by the Conference Committee, if agreed to by the Program Committee Chairperson.
  2. Only a delegate with credentials from the national member organization of a country can act as a spokesperson for that country in cases where such delegate is not a national of that country.

(e) Fraternal Delegates. Delegates appointed by the respective international organizations (the aims of which are in accordance with PPSEAWA) may be invited by a member of the Executive Committee. These delegates shall be without voice or vote except by permission.

(f) Observers. Observers may be invited in accordance with rules adopted by the Council.

Section 3. Attendance at the Conference

(a) Each national member organization shall send two months prior to the opening of the Conference a tentative list of its appointed and expected delegates, providing their names, length of membership and other pertinent information to the Conference Chairperson, or person designated by her.

(b) All attendees shall be the responsibility of their respective national member organization,

(c) If a national member organization cannot send a delegation to or attend the Conference, it may forward all available data and information dealing with specific subjects and projects it wishes to have considered and discussed at the Conference.

Section 4. Rules of the Conference

a) Conferences shall be held at intervals of not less than two and one-half or more than five years. The date and place are to be determined for each succeeding Conference by the Council after invitations have been received from national member organizations desiring to host the Conference.

(b) The usual duration of a Conference shall not exceed ten days including excursions or field trips. The Council in consultation with the host member organization's designated Conference Chairperson shall decide the length of the Conference. There shall be a minimum of three business meetings, but additional business meetings, if necessary, may be called.

(c) The Conference shall be held under the auspices of the national member organization that is to be the hostess.

(d) Invitations to the Conference shall be sent by the President on behalf of the Council after consultation with the Conference Committee Chairperson.

(e) Notices of the Conference, accompanied by a preliminary outline of the program, including registration forms and any additional pertinent information, shall be sent to all national member organizations at least six months prior to the Conference.

(f) Subjects for discussion at the Conference may include all those affecting women and their families, the Millennium Development Goals or similarly related and timely concerns before the United Nations. Their scope shall be limited to comply with Section 4(I)(c) of the Articles of Incorporation and Article I, Paragraph (c) of the By-Laws.

(g) The usual language of the Conference shall be English. If the primary language of the country in which the Conference is being held is not English, the business meetings and program sessions shall be bilingual.

However, for delegates who are not English speaking, interpretation or translation shall be arranged by their own national member organizations.

(h) There shall be a special United Nations program during the Conference under the direction of an UN or UN Agency representative or UN representative of PPSEAWA International, as prescribed by the Council.

(i) There shall also be a special Young Women's program, planned and organized by the Youth Representatives.

Article VII - Distribution of Earnings

No part of the net earnings of the Pan Pacific and Southeast Asia Women's Association shall ever accrue to, or for the benefit of, or be distributed to its individual members, officers or other private persons, except that the Association shall be permitted to make reasonable payments for services provided and distributions in furtherance of the purposes for which the Association was formed.

Article VIII - Record Keeping

Section 1. Required Records and Books. The Association

Secretary shall keep complete and accurate minutes of the proceedings of all Council meetings as well as of Committee meetings. A current and up-to-date listing of the officers and directors of the Council together with their email addresses shall also be maintained by the Association Secretary. The Association Treasurer shall keep complete and accurate books and records of accounts.

The Council may determine whether and to what extent and at what times and places and under what conditions and regulations any accounts, books, records or other documents of the Association shall be open to inspection. No creditor, security holder or other person shall have any right to inspect any accounts, books, records or other documents of the Association except as conferred by statute or as so authorized by the Council.

Section 2. Checks, Notes and other instruments.

All checks and drafts on and withdrawals from the Association's accounts with US banks or other financial institutions, and all bills of exchange, notes, and other instruments for the payment of money, drawn, made, endorsed, or accepted by the Association shall be signed on its behalf by the officer or officers authorized by, or pursuant to resolution of, the Council.

Section 3 . Corporate Seal.

The Council shall adopt a corporate seal, alter such seal, and authorize it to be used by causing it or a facsimile thereof to be affixed, impressed or reproduced in any other manner by designated officers of the Association.

Article IX - Amendments

Section 1. By Directors

After receipt, review and consideration by the By-Laws Committee of a proposal to amend, add to, alter or repeal these By-Laws, or adopt new By-Laws, these By-Laws may be amended, added to, altered or repealed, or new By-Laws may be adopted at any regular or special meeting of the Council.

Section 2. By Members

These By-Laws may also be amended, added to, altered or repealed, or new By-Laws may be adopted after receipt, review and consideration by the By-Laws Committee of any proposal at any meeting of members by a vote of a majority of the members present provided that a quorum is present. In the case of a special meeting, notice that an amendment is to be considered and acted upon shall be inserted in the notice or waiver of notice of said meeting.

Article X - Dissolution

Section 1.

If it is deemed desirable to dissolve the Association and wind-up its affairs, the Council shall adopt a resolution recommending that the Association be dissolved and directing that the question of dissolution be submitted to a vote at a meeting of the members. Written notice stating the date, place and purpose of the meeting shall be sent electronically by email to all members not less than 120 days before the meeting of members. A two-thirds (2/3) vote of all members is required to dissolve the Association. In carrying out the dissolution, the Association shall proceed in accordance with the requirements of Section 415B-91, 92, 93, 94 and 95 of the Hawaii Nonprofit Corporation Act.

Section 2.

In the event of dissolution of the Association, all of the remaining assets and property of the Association shall, after necessary expenses have been settled, be distributed to another organization exempt under Code Section 501(c)(3), or corresponding provisions of any subsequent US Federal tax laws, or state or local governments for a public purpose, subject to the approval of a Justice of the Supreme Court of the State of Hawaii.