Parental Alienation Awareness Organization By-Law No. 2

Transcription

1 Parental Alienation Awareness Organization By-Law No. 2 Being a by-law amending and restating the general by-laws of the Parental Alienation Awareness Organization BE IT ENACTED by the directors of Parental Alienation Awareness Organization that By-law No. 1 of Parental Alienation Awareness Organization is repealed, and the following substituted thereof: SECTION ONE - NAME OF CORPORATION, SITUATION OF HEAD OFFICE, CORPORATE SEAL AND PURPOSE ARTICLE 1. NAME The name of the international membership organization is Parental Alienation Awareness Organization, hereinafter in these by-laws referred to as "PAAO", or the Corporation ARTICLE 2. SITUATION OF HEAD OFFICE The head office of the Corporation shall be in the Province of Ontario, at such place therein as the Board (as defined) may from time to time by resolution determine. ARTICLE 3. SEAL The corporate seal of the Corporation shall be circular in form and shall bear the name of the Corporation and the year of its incorporation, the President, a Vice-President, or any Director, the Secretary, Treasurer, or Secretary-Treasurer, any Assistant-Secretary, any Assistant-Treasurer and any other officer of the Corporation designated by the board of directors of the Corporation (hereinafter referred to as the International Board of Directors ) shall each and all have authority to affix the corporate seal of the Corporation to any document requiring same. The corporate seal shall be entrusted to the Secretary of the Corporation for its use and safekeeping. ARTICLE 4. PURPOSE AND OBJECTS The purpose and objects of the Corporation shall be as follows: a) To educate the public and professionals about, prevention of, and responses to, Parental Alienation, Parental Alienation behaviors and Hostile Aggressive Parenting by collecting and disseminating information on these topics as deemed appropriate.

2 (b) To further the formation and assist in the development of PAAO chapters, which have the same mission and vision as PAAO international. ARTICLE 5. INTERPRETATION Throughout these by-laws, words importing gender include all genders. In all by-laws and special resolutions of the Corporation, the singular shall include the plural and the plural the singular; the word person shall include firms and corporations and other entities, and the masculine shall include the feminine and the neuter. Whenever reference is made in any by-law or any special resolution of the Corporation to any statute or section thereof, such reference shall be deemed to extend and apply to any amendment or re-enactment of such statute or section thereof, as the case may be. SECTION TWO - DISSOLUTION OF THE CORPORATION ARTICLE 1. DISPOSITION OF ASSETS In the event of the dissolution or winding-up of the Corporation for any cause whatsoever, the International Board shall, after paying or making provisions for payment of all liabilities of the corporation, dispose of all the assets in favour of such organization or organizations as shall at the time qualify as devoted to the purpose of PAAO. SECTION THREE MEMBERSHIP ARTICLE 1. QUALIFICATION Any person who subscribes to PAAO s purpose shall be eligible to become a member of PAAO and upon filling of a membership form, shall be deemed a member, with all rights, privileges, and responsibilities thereof. Membership terms are one year, and expire December 31 st of every year. Membership entitles the member to one vote at the annual general meeting. ARTICLE 2. CLASSES OF MEMBERSHIP There shall be one class of membership in the Corporation. ARTICLE 3. RENEWALS Members must renew their membership annually to maintain their memberships in good standing with PAAO. ARTICLE 4. RESIGNATION AND REMOVAL

3 Any Member may resign his membership at any time by letter or addressed to the Secretary of the Corporation at the head office of the Corporation.. Any Member may be removed from membership in the Corporation (either with or without cause) by a majority of the votes cast in respect of such removal by the International Board of Directors. The interest of a member of the Corporation is not transferable. ARTICLE 5. TERMINATION The membership of any member shall be automatically terminated if such member fails to renew their membership with the Corporation. ARTICLE 6. ANNUAL GENERAL MEETING Section 1. There shall be an annual meeting of the membership (hereinafter referred to as the General Meeting) which shall occur via teleconference, web conferencing, or shall occur physically in the country of the residing President or Vice President, and shall be held for the purpose of transacting the business of the organization. Section 2. The General Meeting shall be held no sooner than 12 months and later than 18 months after the previous annual general meeting, and at such other times as the membership may decide by written petition of ten percent of the membership or a majority vote of the International Board. The Board shall fix the exact date and place of the General Meeting and give at least thirty days' advance notice thereof in an every-member PAAO publication or newsletter. Section 3. The International Board shall determine the General Meeting agenda. At annual meetings there shall be presented a report of the directors of the affairs of the Corporation for the previous year, a financial statement of the Corporation and such other information or reports relating to the Corporation s affairs as the directors may determine. Section 4. The General Meeting shall be open to all PAAO members. All PAAO members in good standing shall be entitled to speak at the meeting. ARTICLE 7. VOTING PRIVILEGES A. Only members in good standing and who are duly registered and in attendance shall be eligible to vote at the General Meeting. Each member shall have one vote. International officers, and International Board members, shall have one vote each at the General Meeting. B. A quorum shall be 10 of those members registered and eligible to vote as delegates and shall include two International Board members. C. Every question submitted at the General meeting shall be decided by a majority of votes given by physical ballot, or e-ballot of persons entitled to vote unless otherwise specifically provided by statute or by these by-laws. In case of an equality of votes, the Chair of the meeting shall, have a second or casting vote. Each member shall be entitled to one vote if present at a meeting in person ARTICLE 8. SPECIAL MEETINGS

4 Special meetings of Members may be called at any time by order of the President or under authority of a resolution of the International Board of Directors. Such special meetings shall be held via teleconference, web conferencing, or shall occur physically in the country of the residing President or Vice President. It shall be the duty of the President or, in his absence, of the Vice- Presidents or, in their absence, of each director, upon adoption of such a resolution, to cause the meeting to be called in conformity with the terms of the resolution. ARTICLE 9. NOTICE OF MEETING Section 1. Notice specifying the place, day and hour of each annual and of each special meeting of Members shall, not less than fourteen clear working days before the date fixed for the meeting, be given to each Member in an every-member PAAO publication or newsletter. Notice shall be sent to the address or of the Member as it appears in the records of the Corporation. If no address appears in the records of the Corporation, such notice may be sent to such address as the person sending the notice considers to be the most likely to result in such notice promptly reaching the Member. Section 2. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the Member to form a reasoned judgment on the decision to be taken. Notice of each meeting of Members must remind each Member that the Member has the right to vote and that such vote may be done by electronic ballot and ballot may be cast a reasonable time in advance of the meeting date. Section 3. Irregularities in the notice or in the giving thereof as well as the accidental omission to give notice of any meeting to or the non-receipt of any notice by any Member or Members shall not alone invalidate any action taken by or at any meeting. ARTICLE 10. CHAIR The President, or, in his absence, a Vice-President shall preside at all meetings of Members. If the President and the Vice-Presidents are absent or decline to act, the persons present may choose one of their number to be Chair. The Chair at any meeting of Members may vote and shall also have a casting vote in respect of any matter submitted to the vote of the meeting and upon which an equal number of valid affirmative and negative votes are cast. ARTICLE 11. QUORUM, VOTING AND ADJOURNMENTS Section 1. Every question submitted to any meeting of members shall be decided by a majority of votes given on a show of hands, verbal confirmations, or e-transmission of persons entitled to vote unless otherwise specifically provided by statute or by these by-laws. In case of an equality of votes, the Chair of the meeting shall, both on a show of hands and on a poll, have a second or casting vote. Each member shall be entitled to one vote if present at a meeting in person. Section 2. At any meeting, unless a poll is demanded, a declaration by the Chair that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a

5 particular majority shall be conclusive evidence of the fact without proof of the number of proportion of votes recorded in favour of or against the motion. Section 3. The presence of 10 Members entitled to vote thereon shall constitute a quorum at all meetings of the Members. Unless the Canada Corporations Act or these by-laws otherwise provide, the vote of a majority of the Members at any annual meeting or special meeting shall be sufficient for the transaction of business at any meeting and for the valid ratification of any previous action of the International Board of Directors and of the officers of the Corporation. Should a quorum not be present at any meeting of Members, those Members who are present in person shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall be present at any such adjourned meeting, provided a quorum is present, any business may be transacted which might have been transacted at the meeting adjourned. Section 5. The Chair may with the consent of any meeting adjourn the same from time to time and no notice of such adjournment need be given to the members. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same. SECTION FOUR - DIRECTORS ARTICLE 1. INTERNATIONAL BOARD OF DIRECTORS The affairs of the Corporation shall be managed by a board of directors (the International Board of Directors ). The International Board of Directors shall consist of no less than seven, and no more than fifteen directors comprised of the following: (a) the immediate past President of the Corporation; (b) the current President and (c) and other persons as shall be elected by the Members. who may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation and are not by the by-laws or any resolution of the Corporation or by statute expressly directed or required to be done by the Corporation at a meeting of members. ARTICLE 2. QUALIFICATIONS, ELECTION AND TERM OF OFFICE Section 1. All International officers shall have been members of PAAO for at least one year immediately prior to, except in election years 2007 and 2008, where all International officers shall have been members of PAAO in good standing for at least six months. Nominations for officers shall be submitted to Secretary in writing together with an information sheet about each candidate, for endorsement by the Board, no later than 30 days prior to a General Election.

6 Each term of office shall be one year or until the next AGM, and shall begin 30 days following the election at the General Meeting. One year terms shall begin with officer elections held Section 2. Directors shall be individuals, twenty-one or more years of age, with power under law to contract. Directors may not be paid employees of the Corporation. Section 3. No elected officer of the Corporation shall be entitled to any remuneration though he may be reimbursed the reasonable traveling and other expenses incurred by him in the fulfillment of his duties as an officer. Section 4. All officers who receive honoraria as a result of their elected position shall remit to the PAAO general fund one hundred percent of the said honoraria minus expenses. Section 5. Directors shall be elected by the organizational members in a general meeting on a show of hands, or electronic ballot. Subject to the provisions of this by-law, directors shall be eligible for re-election. Retiring directors shall continue in office until their successors shall have been duly elected or appointed. ARTICLE 3. TITLES AND DUTIES The International officers may delegate such duties as may be necessary to allow them to implement the performance of their office, but they may not delegate their responsibility. The officers shall be responsible at all times to the full International Board and to the members. The Board shall manage the affairs and control the funds and property of the organization; approve all appointments; and adopt necessary rules and regulations, provided that none of the Board s actions shall conflict with or modify the actions or directives of the General Meeting or be inconsistent with the purpose of the organization. Section 1. President. There shall be a President who shall be a voting member of the International Board. The President shall be the principal spokesperson and chief executive and financial officer of the organization, shall call the meetings of the Board, the Executive Committee, and the General Annual Meeting and shall preside at these meetings. He shall exercise a general control of and supervision over the affairs of the Corporation. Section 2. Vice President There shall be a Vice President who shall be a voting member of the International Board. The Vice President shall directly supervise the administrative staff, preside at all meetings in the absence of the President, and perform such other duties as may be delegated by the President and Board. During the absence or disability of the President, his duties and powers may be exercised by a Vice-President Section 3. Secretary. There shall be a Secretary who shall be a voting member of the International Board. The Secretary shall give all notices of meetings of the International Board of Directors and of Members and shall attend, and keep in a book or electronically for that purpose, the minutes of all such meetings. The Secretary shall keep in safe custody the corporate seal of the Corporation. The Secretary shall have charge of the records of the Corporation including books and/or databases containing the names and addresses of the directors and Members together with copies of all reports made to or by the Corporation and such other books and papers as the International Board of Directors may direct. The Secretary shall be responsible for the keeping and filing of all

7 books, reports, certificates and other documents required by law to be kept and filed by the Corporation. Section 4. Treasurer. There shall be a Treasurer who shall be a voting member of the International Board. The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account. The Treasurer shall deposit in the name and to the credit of the Corporation, in such bank or banks, trust company or trust companies, as may from time to time be designated by the International Board of Directors, all moneys and other valuable effects of the Corporation. Under the direction of the International Board of Directors he shall disburse the funds of the Corporation keeping proper vouchers thereof. The Treasurer shall render to the International Board of Directors at the regular meetings thereof or whenever required, an account of all transactions as Treasurer and of the financial position of the Corporation. The Treasurer shall be responsible for the keeping of the books of account required to be kept pursuant to the laws governing the Corporation. Section 5. Chair of meetings. There shall be a Chair of meetings who shall be a voting member of the International Board. The chair will preside at all meetings where possible, and have the power to manage meeting proceedings. In the case of a tie vote at any meeting of the International Board of Directors The Chair may cast a tie breaking vote in respect of any matter submitted to the meeting. In the absence of the Chair of the Board at a meeting of the Board, the directors present shall choose one of their number to be Chair of the meeting. Section 6. Directors - There shall be Directors, who shall be a voting members of the International Board. These Directors shall perform such duties as may be delegated by the President and Board. ARTICLE 3. RESIGNATION, REMOVAL AND REPLACEMENT The office of director shall be automatically vacated: (a) if, at a special general meeting of Members, a resolution is passed by a majority of the Members present at the meeting that he or she be removed from office; (b) After notice and opportunity for a hearing, the International Board, may remove any officer, or Board member if the Board determines the actions in question are contrary to the purposes of PAAO and injurious to the organization. (c) if a director has resigned his or her office by delivering a written resignation to the Secretary of the Corporation; (d) if he or she is found by a court to be of unsound mind; (e) if he or she becomes bankrupt or suspends payment or compounds with his creditors; or (f) on death. Any vacancy or vacancies on the International Board of Directors however caused may, so long as a quorum of directors remains in office, be filled by the directors by majority vote, if they shall see fit to do so, otherwise such vacancy or vacancies shall be filled at the next annual meeting of the Members at which the directors for the ensuing year are elected. If there is not a quorum of directors remaining in office, the remaining directors shall forthwith call a meeting of the Members to fill the vacancy or vacancies. Any director elected to fill a vacancy shall be elected for the remaining term of office of the director who is being replaced.

8 ARTICLE 3. MEETINGS OF THE INTERNATIONAL BOA RD OF DIRECTORS Section 1. For the first meeting of the Board to be held immediately following the election of directors at an annual or general meeting of the members or for a meeting of the Board at which a director is appointed to fill a vacancy in the Board, no notice of such meeting need be given to the director or directors so elected or appointed in order for the meeting to be duly constituted, provided that a quorum of the directors is present. Section 2. The Board shall meet from time to time at the call of the president. A special meeting may be called at the request of one-half of the Board members. At least seven days' notice shall be given for regular meetings of the Board. At least 2 days' notice shall be given for special meetings. Section 3. If all the directors consent thereto generally or in respect of a particular meeting, directors may participate in a meeting of the International Board of Directors by means of such conference telephone or 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 if given before the meeting to which it relates and may be given with respect to all meetings of the International Board of Directors and of committees of the International Board of Directors. Section 4. The Chair of any meeting of the International Board of Directors and of committees of the International Board of Directors held by conference telephone or other communications facilities shall take a roll call at the commencement of the meeting by calling out the name of each director of the Corporation or member of the committee and make a list of all directors or committee members present in order to determine whether there is a quorum of directors or committee members present at any such meeting. For security reasons, the Chair shall also verify in such manner as the Chair deems appropriate that those persons responding to the Chair s roll call are actually directors of the Corporation or members of the committee. Section 5. Notwithstanding anything to the contrary herein contained, any meeting of the International Board of Directors may be held at any time and place and for any purpose, without notice, when all the directors are present or when all the directors not present shall, in writing, waive notice of the meeting. Section 6. No error or omission in giving notice of any meeting of the International Board of Directors or any adjourned meeting of the International Board of Directors shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Section 7. A quorum at any meeting of the Board shall be the presence in person or by teleconference of at least one half + one of the directors. ARTICLE 4. CENTRAL POWER OF DIRECTORS

9 The directors of the Corporation shall administer the affairs of the Corporation in all things, and make or cause to be made for the Corporation in its name, any description of contract which the Corporation may lawfully enter into and, generally, may exercise all such other powers and do all such other acts and things as the Corporation is authorized to exercise and do. Without in any way limiting the generality of the foregoing, the directors are expressly empowered, from time to time, to: (a) determine policy. (b) establish budgets. (c) ensure that Members and Volunteers are assumed in accordance with the operating standards of the organization. (d) acquire, without any public appeal for funds, by way of grant, gift, bequest, purchase or otherwise, and alienate, sell, exchange or otherwise dispose of any bonds, debentures, shares, stocks, rights, warrants, options and other securities in any other property, real or personal, movable or immovable, or mixed, and every right or interest therein, for such consideration and upon such terms and conditions as they may deem advisable. (e) elect Committees. All acts done by any meeting of the International Board of Directors or by any person in good faith acting as a director, so long as his successor shall not have been duly elected, shall, notwithstanding that it be afterwards discovered that there was some defect in the election of the directors or the person acting as aforesaid or that they or any of them were disqualified, be as valid as if the directors or such other person, as the case may be, had been duly elected and were or was qualified to be directors or a director of the Corporation. ARTICLE 5. INDEMNITIES TO DIRECTORS, OFFICERS, AND OTHERS Section 1. Every director or officer of the Corporation or any other person who has undertaken or is about to undertake any liability on behalf of the Corporation and his or her heirs, executors and administrators, 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 Corporation, from and against: (a) all costs, charges and expenses whatsoever which such director, officer or other person sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him or her, for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her, in or about the execution of the duties of his or her office; and (b) all other costs, charges and expenses that he or she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her own willful neglect or default. Section 2. No director or officer for the time being of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by order of the Board or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the

10 moneys of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or company with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of such director s or officer s respective office or trust or in relation thereto unless the same shall happen by or through such director s or officer s own wrongful and willful act or through his or her own wrongful and willful neglect or default. SECTION FIVE - COMMITTEES ARTICLE 1. COMMITTEES The Board may from time to time constitute such committees as it deems necessary to assist the directors in carrying on the affairs of the Corporation and shall prescribe the duties of any such committees. The International Board of Directors shall determine the duties of such committees and may fix by resolution any remuneration to be paid. Section 1. The members of the committees shall serve for the duration of the term of the administration under which they serve. Section 2. The committees shall report to the Board at regular intervals and to the membership at the annual Conference or through an every-member PAAO publication. Section 3. The President shall designate the chair of each committee subject to the approval of the International Board. Section 4. The chair of a standing committee shall be any PAAO member appointed by the International Board of Directors, unless otherwise provided for in these bylaws. Section 5. The members of the committees shall be appointed by the Board. Section 6. The functions and duties of the committees shall be designated by the Board. Section 7. Although a committee or task force may allow participation by non-paao members in its activities, all positions of responsibility or decision making authority shall be held by current PAAO members. ARTICLE 2. DISBANDMENT OF COMMITTEES AND REMOVAL OF COMMITTEE MEMBERS At any time, by resolution of the International Board of Directors, any such committee may be disbanded or any member of any such committee removed. ARTICLE 3. AUDIT COMMITTEE

11 The International Board of Directors shall elect annually an Audit Committee to be composed of not fewer than three or more than five persons. The Audit Committee shall be comprised of at least one, but no more than one, director of the Corporation (who is not the Treasurer of the Corporation), and such other persons as appointed by the International Board of Directors from time to time, a majority of whom are not officers or employees of the Corporation or any of its affiliates. At any time, by resolution of the International Board of Directors, any member of the Audit Committee may be removed and any vacancy in the Audit Committee may be filled. A majority of members of the Audit Committee shall constitute a quorum at meetings thereat. The Audit Committee shall review the financial statements of the Corporation prior to approval thereof by the International Board of Directors and shall have such other powers and duties as may from time to time by resolution be assigned to it by the International Board of Directors. SECTION SIX ADVISORY BOARD There may be a International Advisory Board appointed by the Board which shall consist of a chair appointed by the Board and not more than one-hundred PAAO members. The Advisory Board shall be available to the Board for advice and consultation as requested and for assistance in fundraising. The Advisory Board chair shall be a non-voting member of the Board and shall serve for a term of two years, the completion of the term to be at the close of the General Meeting in even-numbered years. SECTION SEVEN INTERNATIONAL EXECUTIVE DIRECTOR ARTICLE 1. APPOINTMENT The International Board of Directors may by resolution appoint a International Executive Director to administer the affairs of the Corporation and direct the work and the employees thereof subject to and in accordance with the instructions of the International Board of Directors. The International Board of Directors may pay and the International Executive Director may receive such compensation for his services as may be fixed by resolution and he shall perform such duties and assume such responsibilities in the administration of the affairs of the Corporation as may be decided and communicated to him from time to time by the International Board of Directors. SECTION EIGHT FISCAL YEAR, ACCOUNTS, AND AUDIT ARTICLE 1. FINANCIAL YEAR The financial year of the Corporation shall end on the thirty-first day of December in each year. ARTICLE 2. ACCOUNTS

12 The directors shall cause to be kept proper books of account with respect to all sums of money received and expended by the Corporation and the matters in respect of which such receipts and expenditures take place, all sales and purchases of securities and other property by the Corporation, the assets and liabilities of the Corporation and all other financial transactions affecting the financial position of the Corporation. The books of account shall be kept at the head office of the Corporation or at such other place in Canada as the International Board of Directors may from time to time appoint, and shall at all times be open to inspection by the directors. ARTICLE 3. AUDIT The appointment, rights and duties of the auditor or auditors of the Corporation shall be regulated by the laws governing the Corporation. At least once in every financial year the accounts of the Corporation shall be examined and the correctness of the statement of receipts and expenditures and of the balance sheet shall be ascertained by the auditor or auditors. SECTION NINE CHEQUES, DRAFTS, NOTES, CONTRACTS, ETC ARTICLE 1. CONTRACTS All deeds, documents, transfers and other instruments requiring execution by the Corporation shall be signed by the President, Vice-Presidents or any director and by the Secretary or Treasurer, as the case may be, or any other director or as the International Board of Directors may otherwise authorize. Any such authorization may be general or confined to specific instances. Save as aforesaid or as otherwise provided in the by-laws of the Corporation, no director, officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit. No person, being a director, trustee, governor or officer of any charitable organization other than the Corporation shall be permitted at any meeting of the International Board of Directors to vote for, against or in respect of any grant or gratuity or proposed grant or gratuity by the Corporation to, or any contract or proposed contract between the Corporation and the other charitable organization of which he is a director, trustee, governor or officer. Section 1. Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed by any two directors of the Corporation, and all contracts, documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The Board is authorized from time to time by resolution to appoint any officer or officers or any person or persons on behalf of the Corporation either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing. Section 2. The corporate seal of the Corporation may when required be affixed to contracts, documents or instruments in writing signed as aforesaid, by any officer or officers, person or persons, appointed as aforesaid by resolution of the Board. Section 3. The term contracts, documents or instruments in writing as used herein shall include

13 deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers, powers of attorney and assignments of shares, bonds, debentures or other securities and all paper writings. ARTICLE 2. CHEQUES AND DRAFTS All cheques, bills of exchange or other orders for the payment of money or other evidences of indebtedness issued, accepted or endorsed in the name of the Corporation shall be signed by such director or directors, officer or officers, agent or agents of the Corporation and in such manner as shall be determined, from time to time, by resolution of the International Board of Directors, and any two of such directors, officers or agents may alone endorse notes and drafts for collection on account of the Corporation through its bankers and endorse notes and cheques for deposit with the Corporation's bankers for the credit of the Corporation or the same may be endorsed "for collection" or "for deposit" with the bankers of the Corporation by using the Corporation's rubber stamp for the purpose. Any two of such directors, officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the Corporation and the Corporation's bankers and may receive all paid cheques and vouchers and sign all the bank's forms of settlement of balance and release or verification slips. ARTICLE 3. DEPOSITS The funds of the Corporation shall be deposited from time to time to the credit of the Corporation with such bank or banks or trust company or trust companies as the International Board of Directors may approve, from time to time, by resolution. ARTICLE 4. DEPOSIT OF SECURITIES FOR SAFEKEEPING The securities of the Corporation may be deposited from time to time for safekeeping with one or more bankers, trust companies or other financial institutions selected by the International Board of Directors. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Corporation signed by such director or directors, officer or officers, agent or agents of the Corporation and in such manner as shall be determined, from time to time, by the International Board of Directors, and such authority maybe general or confined to specific instances. Any institution which may be so selected as custodian by the International Board of Directors shall be fully protected in acting in accordance with the directions of the International Board of Directors and shall in no event be liable for the due application of the securities so withdrawn from deposit or the International proceeds thereof. SECTION TEN AMENDMENT OF BY-LAWS By-laws of the Corporation may be enacted, and the bylaws of the Corporation repealed or amended, by by-law enacted by a majority of the Board at a meeting of the Board and sanctioned by an affirmative vote of a majority of the members at a meeting of members duly called for the purpose of considering such by-law. The International Board shall print in an every-member PAAO newsletter publication announcements of all amendments submitted to it.

14 SECTION ELEVEN NOTICES ARTICLE 1. SERVICE Any notice to be given to any member or director shall be served either personally, in a form approved by the member or director or by sending it through the mail in a prepaid envelope or wrapper addressed to such member or director at his address as the same appears in the books of the Corporation or, if no address be given therein, then to the last address of such member or director known to the Secretary of the Corporation. With respect to every notice sent by mail, it shall be sufficient to prove that the envelope or wrapper containing the notice was properly addressed and put into a Post Office or into a Post Office letter box. ARTICLE 2. SIGNATURE TO NOTICES The signature to any notice may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed. ARTICLE 3. COMPUTATION OF TIME Where a given number of days notice or notice extending over any period is required to be given, the day of service or posting of the notice shall, unless it is otherwise provided herein, be counted in such number of days or other period. ARTICLE 4. :PROOF OF SERVICE A certificate of the President, a Vice-President, the Secretary or the Treasurer or of any other officer of the Corporation in office at the time of the making of the certificate as to facts in relation to the mailing or delivery of any notice to any member, director, officer or auditor or publication of any notice shall be conclusive evidence thereof and shall be binding on every member, director, officer or auditor of the Corporation, as the case may be. EXECUTION DATED: President Secretary