South East Asian Industrial and Business Association
(SEAIBA)

Rules:All memberships must comply to these rules

Duties of Associates Members

1.Participate and promoting SEAIBA

2.Participate and adhere to rule and policy of SEAIBA.Participate with compassion and enthusiasm to help all needed persons.

3.Participate and execute all rules,policies and directive of the association SEAIBA;While observing and obeying to all locals laws,in the concerned juridiction of state or country.

4.Not participating into anarchism or organized crime.All Associates Members are participated as volunteers,no money nor time shall be asked for compensation.

5.Promoting educational and professional training.

6.Conserving and protecting the heritage of the society.Participate in help to needed youths and elderly.Observing and understanding of local community needs and responding appropriately.

November 20th,1999

Directors

A by-law relating generally to the transaction of the affairs of SOUTH EAST ASIA INDUSTRY & BUSINESS ASSOCIATION.BE IT ENACTED as a by-law of SOUTH EAST ASIA INDUSTRY & BUSINESS ASSOCIATION as follows:

ARTICLE ONE INTERPRETATION
Definitions: In this By-law and in all otehr By-laws and special resolutions of the South East Asia Industry & Business Association, unless the context otherwise requires: "Act"means the Canada Corporations Act R.S.C.1970,c.C-32,as amended,and any act that may be substituted therefor,as from time to time amended; "Assembly of delegates : means the membership of the Association as described in Article Three: "Association"means SOUTH EAST ASIA INDUSTRY & BUSINESS ASSOCIATION incoporated as a coporation without share capital under the Act by Letters Patent; "Association Member"means an Associate Member of the Association as described in section 3.02(b) "Board"means the Board of directors as described in Article Five; "By-law"means this By-law and all other by-laws of the Association from time to time in force effect; "Council Member"means a Council Member as described in section 3.02(a) "Council of Executives"means the Council of Executive as described in section 5.18 "Letter Patent"means the Letters Patent incorporating the Association as from tim to time amended and supplemented by the supplementary letters patent;and "Member" means a Council Member or an Associate Member,as applicable. 1.02 Interpretation .In these By-laws and in all other by-laws hereafter passed unless the context otherwise requires,words importing the singular number or the masculine gender shall include the plural number or the feminine gender as the case may be,and vice versa ,and references to persons shall include firms and corporations.The division of these By-laws into articles and sections and the insertion of headings are for convenience of reference only and should not affect the construction or interpretation hereof.

ARTICLE TWO GENERAL
2.01 Head Office -Until changed in accordance with the Act,the head office of the Association shall be in the City of Toronto,in the Province of Ontatio .
2.02 Financial year-Unless otherwise ordered by the Board,the fiscal year of the Association shall end on the 31st day of December in each year.
2.03 Books and Records .The Board shall ensure that all necessary books and records of the Association required by the By-laws or by any applicable statute or law are regularly and properly kept.
2.04 Passage of By-laws - By laws of the Association may be passed,and the By-laws repealed or amended by by-law passed by majority of the members present at a meeting of the Board and sanctioned by an affirmative vote of at least two-thirds (2/3) of the Members who are present in person or by proxy and entitled to vote at a special general meeting duly called for the purpose of considering the said By-law,provided that any repeal,amendment or substitution of such By-law shall not enforced or acted upon until the approval of the Minister of industry Canada has been obtained.
2.05 Work of the Association -The work of the Association shall be carried on in Canada and in all regions of the world in cooperation with respective Member national organizations wherever such exist,if any.The activities of the Association shall be carried on without purpose of financial profit or gain for its Members and any income,grants,donations or other assets accruing to the Association shall be used in the Letters Patent\ulnone , There shall be three organs of the Association:The Assembly of Delegates,the Council of Executives and the Board of Directors.The affairs and activities of the Association shall be governed by the Board as defined in Article Five below.In manging the affairs of the Association the Board shall have regard for the policies established by the Council of Executives and the Assembly of Delegates.

ARTICLE THREE ASSEMBLY OF DELEGATES (MEMBERSHIP)
Membership - The Members of the Association shall consist of the applicants for the Letters Patent of the Association and such other individuals,corporations,partnerships and other legal entities who meet the qualifications set out below and whose applications for admission as Members have received the approval of the Board.There shall be a minimum of three Council Members of the Association at all times.The Membership of the Association shall be referred to collectively as the "Assembly of Delegates".
3.02Categories of Members - The Association shall have two categories of members:Council Members and Associate Members ,as follows:
(a) Council Members-The category of Council Member shall include individuals("individual Council Members"),corporations,partnerships,nationa or international trade associations or other organizations or other entities("corporate Council Members")involved in or concerned with propmoting trade with SEAIBA .Council Members shall also include the members of the Board and the Council of Executitves from time to time.Individual Council Members shall be entitled to attend and vote at all meetings of the Members.A corporate Council Member may have more than one representative.Any such representatives shall be entitled to attend any meeting of the Members,but only one representative of any corporate Council Member is entitled to vote there at in accordance with the procedures set ou in section 3.16 hereof;
b) Associate Members-The category of Associate Members shall be those persons or entities which are not directly involved with trade with SEAIBA but who,because of particular relevant knowledge and experience,may be invited into Associate Membership in the Association by the Board for periods of time to be determined by the Board,Associate Members shall not be entitled to vote at any meeting of the General Assembly,but shall be entitled to receive notice of and to attend each annual general meeting of Members.An Associate Member that is not an individual may have more than one representative.Any such representative may attend an annual general meeting of Members but shall not have a vote thereat.
3.03 Withdrawal -Members may withdraw from the Association by delivering to the President a resignation in writting which shall be effective upon acceptance thereof by the Board.In case of withdrawal,a Member shall remain liable for payment of any assessment or other sum levied or which became payable by such Member to the Association prior to the acceptance of the Member's resignation and a Member shall not be entitled to a refund of any portion of fees previously paid by the Member in accordance with section 3.07 thereof.
3.04 Removal of Member - Members shall be automatically removed from the register of members of the Association (a)upon ceasing to meet the eligibility requirements for membership as set out in section 3.02 hereof;or (b) upon default of payment of the prescribed fees as set out in section 3.07 hereof.In addition,upon 30 days notice in writing to a Member and after giving such Member an opportunity to be heard,the Board may pass a resolution authorizing the removal of a Member from the register of Members of the Association for conduct deemed detrimental to the Association and thereupon such person shall cease to be a Member of the Association.Any member so removed may re-apply for membership in the Association.
3.05 Termination of Membership -Except as otherwise specifically provided,a person's membership in the Association shall automatically terminate in the following circumtances: (a) upon death; (b)upon the withdrawal or resignation of the Member in accordance with section
3.04 hereof;or (c)upon removal of the Member from the register in accordance with section
3.05 hereof. Upon the termination of membership of any Member,the Secretary will advice that Member in writing of his or its termination.
3.06 Fees - The fees payable by Members in each category of membershop shall from time to time be fixed by the Board,To retain membershop in good standing,Members must,on receipt of the annual invoice,transmit to the address indicated on the invoice at least the minimum subscription fee determined by the Board.If there are restrictions on the transference of currency in a given country,Members may work out an alternative mutually acceptable arrangement with the Treasurer.The Secretary shall send reminders to Members relating to fees and shall send receipts in respect of payments received.Members in default shall thereupon automatically cease to be Members,but any such Member may ,on payment of all unpaid dues or fees,or upon waiver by the Board of the default,be reinstated by the Board,provided that they otherwise meet the eligibility criteria.
3.07 Annual and Special General Meetings of Members- The annual or any other meeting of the Members shall be held at the head office of the Association or at any place within or outside of Canada on such day in each year and at such time as the Board may by resolution determine. The Board shall call the first annual meeting of Members not later than eighteen months after incorporation and subsequently shall call an annual meeting once at least every calendar year and not more than fifteen months after the holding of the last preceding annual meeting.The Board or the President or any two directors shall have the power to call,at any time ,any meeting of the Members of the Association.\par \par At every annual meeting of Members,in addition to any other business that may be transacted ,the financial statements and the report of the auditiors shall be presented to the Members,the Board shall be elected,auditors shall be appointed for the ensuing year and the remuneration of the auditors shall be fixed or the Board shall be authorized to fix such remuneration. The Board shall ,on the requisition of sixty percent of the Council Members (as at the date of such requisition),call a special general meeting for the purpose of considering a resolution including a resolution to remove director before the expiration of his term of office.Such requisition shall state its purpose,be signed by the requisitions and be deposited at the head office of the Association.Such requisitions may consist of several documents in like form each signed by one or more requisitionists. All such meetings may be referred to as an Assembly of Delegates.
3.08 Notice of Meetings- Formal written notice of the time and place of meetings of the Members accompanied by a draft agenda shall be sent in writing (including transmission by electronic means including telex,facsimile and e-mail)not less than thirty days before the meeting is to take place,in the case of an annual general meeting,to each Member who,at the close of business on the record date for notice or,if no record date for notice is fixed,at the close of business on the day preceding the day on which notice is given,is entered in the register of Members and,in the case of a special meeting of Members,to each Council Member,who,at the close of business on the record date for notice or,if no record date for notice is given,is entered in the register of Members and,in the case of a special meeting of Members,to each Council Member,who,at the close of business on the record date for notice or,if no record date for notice is fixed,at the close of business on the day preceeding the day on which notice is given,is entered in the register of Members as a Council Member.Notice of a special general meeting of Members as a Council Member.Notice of a special general meeting of Members shall state the nature of the business to be transacted thereat in sufficient detail to permit a Council Member to form a reasoned judgment thereon.All notices shall include a form of proxy or a statement that a Council Member who is entitled to vote at the meeting may appoint a proxyholder in accordance with section
3.18.The auditor of the Association is entitled to receive all notices and other communications relating to any meeting of Members that any Council Member is entitled to receive.A statutory declaration that notice has been given pursuant to this By-law shall be sufficient and conclusive evidence of the giving of such notice.
3.09 Meetings Without Notice - A meeting of Members may be held at any time and place without notice if all Members entitled to vote thereat are present or if not present ,either before or after the meeting,waive notice or otherwise consent to such meeting being held,and at such meeting any business may be transacted which the Association,at a meeting of Members,may transact.
3.10 Record Date for Notice - The Board may by resolution fix in advance a record date,preceding the date of any meeting of Members by not more than thirty and not less than fourteen days, for the determiniation of Members entitled to notice of such meeting.
3.11Chair and Secretary - The President or ,in his absence,a Vice-President shall be chair of any meeting of Members.If no such officer be present within fifteen minutes from the time fixed for holding the meeting,the persons present and entitled to vote shall choose one of their member to be chair,If the Secretary of the Association is absent ,the chair shall appoint some person,who need not be a Member,to act as secretary of the meeting.
3.12 Persons Entitled to be Present - The only persons entitled to attend a meeting of members shall be those entitled to vote thereat,the auditor of the Association and others,including Associate members and representatives of any corporate Members,who,although not entitled to vote,are entitled or required under any provision of the Act or the Letters Patent or By-laws to be present at the meeting.Any other person may be admitted only on the invitation of the chair of the meeting or with the consent of the meeting.
3.13Quorum of Members - A quorum for the transaction of business at any meeting of Members shall consist of five Council Members registered in the Membership register as of the record date preceding the meeting.
3.14 Voting of Members - Each Council Member shall be entitled to one vote on each question.No Council Member shall be entitled to vote at meetings of the Association unless the Council Member has paid all fees,if any,then payable by such Council Member.
3.15 Proxyholders and Representatives- Every individual Council Member may appoint a proxuholder,or one or more alternate proxyholders ,to attend and act as his representative at the meeting in the manner and to the extend athorized and with authority conferred by the proxy.A proxy shall be in writing and executed by the Council Member or his attorney.Every Council Member which is a body corporate or association may authorize by resolution of its directors or governing body an individual to represent it at a meeting of Members for the purposes of voting thereat and such individual may exercise on the Council Member's behalf all the powers it could exercise if it were an individual member.The authority of such an individual shall be established by depositing with the Association a certified copy of such resolution,or in such other manner as may be satisfactory to the Secretary of the Association or the chair of the meeting.Any such proxyholder or representative for more than five other Council Members at any meeting.
3.16 Votes to Govern -At any meeting every question shall,unless otherwise required by the Letter Patent or By-laws or by law,be determined by the majority of the votes duly cast on the question.
3.17 Show of Hands -Any question at a meeting of Members shall be decided by a show of hands unless a poll thereon is required or demanded as hereinafter provided.Upon a show of hands every person who is present and entitled to vote shall have one vote.Whenever a vote by show of hands shall have been taken upon a question,unless a poll thereon is so required or demanded,a declaration by the chair of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or propertion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question,and the result of the vote so taken shall be the decision of the Council Members upon the said question.
3.18 Poll-Before or after calling for a vote on any question,the chair of the meeting or any Council Member may require a poll thereon.A poll so required shall be by secret ballot in such manner as the chair of the meeting shall direct.A request for a poll may be withdrawn at any time prior to the taking of the poll.Upon a poll,each Council Member whether present in person or represented by a duly appointed proxy shall have one vote and the result of the poll shall be the decision of the Council Members upon the said question.
3.19 Casting Vote -In case of an equality of votes at any meeting of Members either upon a show of hands or upon a poll,the chair of the meeting shall not be entitled to a second or casting vote.

ARTICLE FOUR OFFICERS
Appointment -The Board may from time to time appoint a President,one or more Vice-Presidents ,a Secretary,a Treasurer and such other officers as the Board may determine ,including a Secretary General and one or more assistants to any of the officers so appointed.The Board may specify the duties of and,in accordance with this By-law and subject to the Act,delegate to such officers powers to manage the business and affairs of the Association.Officers,other than the Secretary-General and the assistants noted above,shall be directors and each director may hold more than one office.
4.02 President - The President shall be the chief executive office and,subject to the authority of the Board,shall have general supervision of the business of the Association.The President shall preside at any meetings of the Board,committees of the Board and Members at which he is present and shall have such other powers and duties as the Board may specify.
4.03 Vice-President - The Vice-President(s) shall have such powers and duties as the Board or the President may specify and shall fulfill the President's duties when the President is unavailable or unable to do so.
4.04 Secretary- The Secretary shall attend and act as the secretary of all meetings of the Board and the Members (or shall arrange for a delegate to attend in his place) and shall prepare and retain or cause to be prepared and retain minutes of all meetings of the Board and Members.The Secretary shall give or cause to be given ,as and when instructed,all notices to Members,directors ,officers and auditors,and shall be the custodian of the coporate seal,and shall do such other acts as are usually performed by a secretary,including the retention and safekeeping of the records and documents of the Association.
4.05 Treasurer- The Treasurer shall keep or cause to be kept proper accounting records in compliance with the Act and shall be responsible for the deposit of money,the safekeeping of securities and the disbursement of the funds of the Association.He shall regularly report to the Association on the financial condition of the Association and shall have such other powers and duties as the Board or the President may specify.
4.06 Powers and Duties of Other officers - The powers and duties of all other officers shall be such as the terms of thei engagement call for or as the Board or the President may specify.Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant,unless the Board or the President otherwise directs.
4.07 Variations of Powers and Duties- The Board may from time to time and subject to the provisions of the Act,vary ,add to or limit the powers and duties of any officer.
4.08 Term of Office - The Board ,in its discretion , may remove any officer of the Association,without prejudice to such officer's rights under any employment contract or in law.Otherwise each officer appointed by the Board shall hold office for a(two) year term ,or until his earlier resignation .Officers shall be eligible for re-appointment for additional terms.
4.09 Remuneration of Officers - The officers may be paid such remuneration for their services as the Board may from time to time determine.They may also,at the discretion of the Board,be reimbursed for travelling and other expenses properly incurred by them in the exercise of the duties of their respective offices.The remuneration of any employees or agents shall be such as the terms of their engagement call for or as the Board may specify.
4.10 Agents and Attorneys - The Association ,by or under the authority of the Board ,shall have power from time to time to appoint agents or attorneys for the Association in or outside Canada with such powers (including the power to sub-delegate)of management,administration or otherwise as may be thought fit..

ARTICLE FIVE BOARD OF DIRECTORS AND COUNCIL OF EXECUTIVES
5.01 Duties - The property ,business and affaires of the Association shall be managed by the Board which may exercise all such powers and do all such acts and things as may be exercised or done by the Association that are not by the By-laws or by statute expressly directed or required to be done in some other manner,including,without limiting the generality of the foregoing, (a)managing the affairs of the Association generally having regard for any policies established by the Council of Executives: (a) (b)ensuring that the objects of the Association are properly carried out and interpreting the Association's objects to the public.(c)setting long-range objectives and developing strategic plans,and (d)establishing policies and guidelines for the operation of the Association.
5.02 Size and Composition - There shall be a minimum of three and a maximum of twenty-one directors. Until changed by resolution of the board,the number of directors from time to time between the minimum and maximum noted above shall be fixed at three.The three applicants for incorporation shall be the first directors ,each of whom shall serve for an initial three year term expiring at the close of the third annual meeting or until their successors shall be elected or appointed.If the size of the Board is increased ,the additional directors may be elected to serve for such terms as will result in the board being continued on a rotating basis.Except as expressly provided herein,all directors shall serve for two year term expiring at the close of the second annual meeting of the Association following their election or until their successors are elected or appointed.
5.03 Election of Directors - Each year prior to the calling of the annual meeting of Members (and prior to the calling of a special general meeting of Members to fill vacancies in accordance with section 5.06),the Board shall form a committee consisting of Board members and Council of Executive members,if any,whose duty is to recommend to the Board the names of a slate of eligible individuals for election to the Board.The slate of nominees shall be selected in accordance with the written terms of reference of the Board and in particular ,in such a way as to ensure that,to the extent reasonably practicable,the Board is repsentative of the diversity of participants involved in trade with the South East Asia,who have consented in writing to seel election to the Board at the forthcoming meeting of Members and to serve if so elected.The committee shall submit its list of nominees together with the consents in writing of its nominees to the Board for apporval not less than sixty (60) days prior to the day on which the election is to take place,The Secretary on receipt of the list of nominees approved by the Board shall circulate the list to the Members with the notice of the forthcoming meeting of Members.
5.04 Qualification - Members of the Board must be at least 18 years of age and of sound mind.
5.05 Removal of Board Members - The Members of the Association may,by resolution passed by at least two-thirds of the votes cast at a special general meeting of which notice specifying the intention to pass such resolution has been given ,remove any director before the expiration of his term of office.
5.06 Vacancy - If a vacancy occurs in respect of any position on the Board howsoever caused,the directors remaining in office ,if constituting a quorum,may appoint a qualified person to fill the vacancy for the remainder of the term.If there is not a quorum of directors,or if there is not a majority of Canadian residents on the Board,the remaining directors shall forthwith call a special general meeting of the Council Members to elect qualified person(s)to fill the vacancy or vacancies.
5.07 Meeting and Quorum - The powers of the directors may be exercised by resolution passed at a meeting of the Board at which a quorum is present.Fifty percent of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board.Where there is a vacancy on the Board,the remaining may exercise all the powers of the Board so long as a quorum remains in office.Except as otherwise required herein or by law,the Board may hold its meeting either at the head office of the Association or at any place within or outside Canada as it may from time to time determine.Board meetings may be formally called by either the President or any two directos.There shall be at least (four)meeting per year by the Board.
5.08 Notice of Board Meetings - Formal written notice of the time and place of meetings of the Board shall be sent in writing (including transmission by electronic means including telex,facsimile and e-mail)not less than seven days before the meeting is to take place. A meeting of the Board may be held at any time and place without notice if all members are present or if those who are not present,either before or after the meeting ,waive notice or otherwise consent to such meeting being held ,and at such meeting any business may be transacted which the Association,at a meeting of the Board,may transact,provided that a quorum of the Board is present.The Board may appoint a day or days in any month or months for regular meetings at an hour to be named.A copy of any resolution of the Board fixing the place and time of such regular meetings shall be sent to each director forthwith after being passed,but no other notice shall be required for any such regular meeting except where the Act requires the purpose thereof of the business to be transacted thereat to be specified. Provided a quorum of directors is present,each elected director may without notice hold its first meeting immediately following the meeting of Members at which such director is elected for the purpose of appointing officers for the ensuing year. Notice of an adjourned meeting of the Board is not required if the time and place of the adjourned meeting is announced at the original meeting.
5.09 Meeting by Telephone - If all the directors consent thereto generally or in respect of particular meeting,a director may participate in a meeting of the Board or of a committee of the Board by means of conference telephone or such other communications facilities as permit all persons participating in the meeting to hear each other,and a director participating in such a meeting by such means is deemed to be present at the meeting.Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the Board and of committees of the Board.
5.10 Chair - The chair of each meeting of the Board shall be the President or ,in his absence a Vice-President ,or in the absence of both the President and the Vice-President ,the Secretary.If,no such person is present ,the directors present shall choose one of their member to be chair of the meeting.
5.11 Voting - Subject to the Act,the Letters Patent or the By-laws,any question arising at any meeting of the Board shall be decided by a majority of votes.Each director is authorized to exercise one vote.In case of an equality of votes,the chair of the meeting shall not be entitled to have a second or casting vote.All votes at any such meeting shall be taken by a show of hands in the usual manner of assent or dissent unless a poll is requested in which case voting shall occur by secret ballot.A declaration by the chair that a resolution has been carried and any entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without of the member or proportion of the votes recorded in favour of or against such resolution.
5.12 Powers - The Board shall administer the affairs of the Association in all things and may make or cause to be made for the Association ,in its name,any kind of contract which the Association may lawfully enter into and ,save as hereinafter provided,generally ,may exercise all such powers and do all such other acts and things as the Association ,by its Letters Patent or otherwise ,is authorized to exercise and do.Without in any way derogating from the foregoing,the Board is expressly empowered,from time to time to purchase ,lease or otherwise acquire,alienate,sell ,exchange or otherwise dispose of shares ,stocks ,rights,warrants,options and other securities,lands,buildings and other property ,movable or immovable,real or personal or any right or interest therein owned by the Association,for such consideration and upon such terms and conditions as deemed advisable. The Board may appoint such agents and officers as it may deem necessary form time to time and each such person shall have such duties and such authorities as shall be prescribed by the Board at the time of such appointment.The Board shall have the power to authorize expenditures on behalf of the Association from time to time and may delagate,by resolution ,to any officer or officers of the Association the right to enter into agreements or make such expenditures on such terms and conditions as are authorized by such resolution. The Board may appoint such agents and engage such employees as it may deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board at the time of such appointment.The remuneration of all officers ,agents,and employees shall be fixed by the Board by resolution.
5.13 Confidentiality - All meetings of the Board shall be held on a confidential basis in order to facilitate the free flow of information at such meetings.It shall be the duty of directors to ensure that matters discussed or information provided at meetings of the Board are treated on a confidential basis and,in particular ,are not discussed outside of such meetings on any basis that would attribute the remarks to any particular director.
5.14 Board - The Board may establis an Board consisting of the President ,the Vice-President ,the Secretary,the Treasurer and such other members as the Board may from time to time determine,and may,subject to the Act,the Letters Patent and the By-laws ,delegate to such Board the whole or any part of the power of Board ,subject to such conditions or regulations as the Board may prescribe.A majority of the members of the Board then in office shall constitute a quorum for the transaction of business at any meeting of the Board.The Board may formulate its own rules of procedure subject to such regulations as the Board may make in respect thereof.
5.15Committees- The Board may from time to time constitute such standing and/or ads hoc committee or committees as it deems necessary,and for such purposes and with such powers as may be prescribed by the Board.Any member of any such committee shall be removable from such committee at any time at the discretion of the Board.The members of any such committee or committees shall serve at the pleasure of the Board.Any such committee may formulate its own rules of procedure subject to such regulations and/or directions as the Board may from time to time make in respect thereof.
5.16Declarations of interest- It shall be the duty of every director who is in anyway,whether directly or indirectly ,interested in a contract or arrangement or proposed contract or arrangement with the Association to declare such interest and to refrain from voting thereon in accordance with the Act.
5.17 Remunation of Directors - The directors shall receive no renumeration for acting as such but may ,at the discretion of the Board,be paid their reasonable expenses properly incurred in the performance of their duties,including their travelling and other expenses properly incurred by them in attending meetings of the Board,of any committee thereof,or of the Members or otherwise properly incurred by them in connection with carrying out the activities of the Asssociation.Nothing herein contained shall be constructed to preclude any director from serving the Association as an officer or in any other capacity and receiving compensation therefor.
5.18 Council of Executives - The Council of Executives shall consist of:
(1)any appointees of national governments;
(2)one repesentative for each Region as defined in the Rules and Regulations of the Association with 50 or more members elected by such Region in accordance with the Rules and Regulations:and
(3)any other entities or individuals appointed by the Board .The Council of Executive shall be responsible for establising policies and guidelines for the Association shall carry out the duties in section 5.03,as appropriate and shall have such other duties as the Board may determine .The Council of Executives may establish such policies and procedures as it deems fit subject to any direction from the Board.Members of the Council of Executives shall have no administrative operational or legal responsibilities or obligations to the Association,and shall not be entitled to vote in respect of any resolution placed before the Board.Members of the Council of Executive shall serve without remuneration but shall be entitled to be paid their reasonable expenses in the performance of their duties.

ARTICLE SIX PROTECTION OF DIRECTORS AND OFFICERS
6.01 Limitation of Liability - No director or officer of the Association shall be liable for the acts ,receipts,neglects or defaults of any other director or officer or employee,or for any loss,damage or expense happening to the Association through the insufficiency or deficiency of the title to any property acquired by order of the Board for or on behalf of the Association ,or for the insufficiency or deficiency of any security in or upon which any of the monies of the Association shall be invested ,or for any loss or damage arising from the bankruptcy,insolvency or tortious act of any person,firm or corporation with whom or which any of the monies,securities or effects of the Association,shall be lodged or deposited ,or for any loss occasioned by any error of judgment or oversight on his part,or for any other loss ,damage or misfortune whatsoever which may happen in the execution of the duties of his office or in relation thereto unless the same are occasioned by his own willful neglect or default.
6.02 Indemnity -Every director and officer of the Association and his heirs,executors ,admnistrators and estate and effects,respectively,shall from time to time and at all times ,be indemnified and saved harmless out of the funds of the Association ,from and against.(a)all costs,charges and expenses whatsoever that such director or officer,sustains or incurs in or about any action ,suit or proceedings which is brought,commenced or prosecuted against him,for or in respect of any act,deed,matter or thing whatever made,done or permitted by him ,in or about the execution of the duties of his office ;and (b)all other cost ,charges and expenses that he sustains or incurs,in or about or in relation to the affairs of the Association ,except,such costs ,charges, or expenses as are occasioned by his own will ful neglect or default.
6.03 Insurance - The Board may purchase such directors and officers insurance as it deems necessary or advisable to be paid for out of the funds of the Association.

ARTICLE SEVEN EXECUTION OF DEEDS AND BANKING
Signatories - The following are the only persons authorized to sign any document on behalf of the Association ,other than in the usual and ordinary course of the Association 's business:
(a)any person or persons by resolution of the Board to sign a specific document,that type of document ,or generally on behalf of the Association;or
(b)The President together with any other director or officer.Any document sos igned may ,but need not,have the corporate seal applied.
7.02 Facsimile Signatures - The signature of any person authorized to sign on behalf of the Association ,may ,of specifically authorized by resolution of the Boardmbe written ,printed,stamped,engraved ,lithographed or otherwise mechanically reproduced.Anything so signed shall be as valid as if it had been signed manually,even if that person has ceased to hold office when anything so signed is issued or delivered,until revoked by resolution of the Association.
7.03 Banking- The banking business of the Association shall be transacted with such banks,trust companies or other financial institutions as may from time to time be designated by or under the authority of the Board.Such banking business or any part of it shall be transacted under such agreements,instructions and delegations of powers as the Board may,from time to time,prescribe or authorize.

ARTICLE EIGHT BORROWING
Borrowing - The Board may from time to time:
(a) borrow money upon the credit of the Association;
(b) limit or increase the amount to be borrowed;
(c) issue debentures or other securities of the Association;
(d) pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient;
(e) secure any such debentures ,or other securities ,or any other present or future borrowing or liability of the Association,by mortgage,hypothec,charge or pledge of all or any currently owned or subsequently acquired real and personal,movable and immovable,property of the Association,and the undertaking and rights of the Association;and
(f)delegate to such one or more of the officers or directors of the Association as may be designated by the directors all or any of the powers conferred by the foregoing sub-clauses (a),(b),(c).(d) and (e) of this section 8.1 of this By-law to such extent and in such manner as the Board shall determine at the time of each delegation.
8.02 Arrangements for Borrowing - From time to time the Board may authorize any director or officer of the Association to make arrangement with reference to the monies borrowed or to be borrowed as aforesaid and as the terms and conditions of the loan thereof ,and as to the security to be given therefor,with power to vary or modify such arrangements ,terms and conditions and to give such additional security for any monies borrowed or remaining due by the Association as the Board may authorize,and generally to manage ,transact and settle the borrowing of money by the Association.

ARTICLE NINE NOTICES
9.01Procedure for Sending Notices - Notice shall be deemed to have been sufficiently sent if sent in writing to the last known of the addressee and delivered in person,sent by prepaid first class mail or sent by any electronic means of sending messages,including telex or facsimile transmission,which produces a paper record.Notice shall not be sent by mail if there is any general interruption of postal services in the municipality in which or to which it is mailed.Each notice so sent shall be deemed to have been received on the day it was delivered or sent by electronic means or on the fifth day after it was mailed.
9.02 Undelivered Notices- If any notice to a Member persuant to section 9.01 is returned on two consecutive occasions because such Member cannot be found,the Association shall be required to give any further notice to such Mmeber until such Member informs the Association in writing of his new address.
9.03 Computation of Time - In computing the date when notice must be given under any provision requiring a specified number of days notice of any meeting or other event ,the date of giving the notice shall be excluded and the date of the meeting or other event shall be included in making the calculation
9.04 Omission of Notice Does Not Invalidate Action - All actions taken at a meeting in respect of which a notice has been sent shall be valid even if: (a)by accident ,notice was not sent to any person; (b)notice was not received by any person ,or(c)there was an error in a notice that did not affect the substance of that notice.
9.05 Waiver of Notice- Any person entitled to notice under the Act,the Letters Patent or By-laws may waive that notice.Waiver ,either before or after the event referred to in the notice ,shall cure any default in sending the notice.

ARTICLE TEN AUDITOR
Auditor - The Members at their first general meeting shall appoint once or more auditors to hold office until the close of the next annual meeting,and if the Members fail to do so,the Board shall forthwith make such appointment or appointments.The Members at each annual meeting shall appoint one or more auditors to hold office until the close of the next annual meeting,and if an appointment is not so made,the auditor in office will continue in office until a successor is appointed.A person other than a retiring auditor is not capable of being appointed auditor at such a meeting unless the notice requirements of the Act have been met.
2 Remunaration - The remuneration of the auditor shall be fixed by the Members or by the Board,if they are authorized to do so by the Members,and the remuneration of an auditor appointed by the Board shall be fixed by the Board.

ARTICLE ELEVEN RULES AND REGULATIONS
Rules and Regulations - The Board may prescribe such rules and regulations not inconsistent with this By-law relating to the management and operation of the Association as it deems expedient,provided that such rules and regulations shall have force and effect only until the next annual neeting of the Members when they shall be confirmed,and failing such confirmation at such annual meeting shall at and from that time cease to have any force and effect.

ARTICLE TWELVE BY-LAWS IN ANOTHER LANGUAGE
By-laws in Another Language - In the event of any conflict or inconsistency between this version of this By-law and any version in any other language then this version of the By-law shall prevail.

The foregoing by-laws constitutes By-law N#1 of the Association in force as at the___29 date of January ,2000.

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