-1- CONSTITUTION OF THE PAKISTAN ASSOCIATION OF AMERICA As last Amended vide General Body Meeting of November 4 th 2012 ARTICLE 1 NAME AND OBJECTIVES

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1 -1- CONSTITUTION OF THE PAKISTAN ASSOCIATION OF AMERICA As last Amended vide General Body Meeting of November 4 th 2012 ARTICLE 1 NAME AND OBJECTIVES SECTION A: NAME PAKISTAN ASSOCIATION OF AMERICA SECTION B: OBJECTIVES This Association shall be a cultural, religious, charitable and educational Organization. Its aims and objectives are: (1) To carry on religious, charitable, educational, civic, social, literary, scientific and research activities. (2) To establish a Pakistani Center for cultural, religious, educational and other activities of the Association consistent with its objectives. (3) To promote goodwill and better understanding among people of Pakistan and other people of the world irrespective of their cast, color, creed, race and country of origin. (4) To do each and everything necessary, suitable and legal for the attainment of the above objectives. ARTICLE II MEMBERSHIP SECTION A: ELIGIBILITY (1) GENERAL MEMBER (a) Those persons who posses or have possessed Pakistani citizenship, Descendent of Pakistani citizens, and their spouses shall be eligible to become the General Members of the Association. (b) Those person whose forefathers immigrated from undivided India before Independence shall be eligible for General Membership provided they declare themselves as Pakistani or Pakistani American

2 -2- (c) All persons, as defined in the Constitution of Pakistan, shall be eligible for General Membership. (2) AFFILIATE MEMBER Those persons who are interested in the aims and objectives of the Association and Abide by the Constitution of the Association shall be eligible to be Affiliate Members. (3) HONORARY MEMBERS Two general members may nominate a person for Honorary Membership. The Nominated person shall become an Honorary Member if the Board of Directors approves the nomination. Affiliate and Honorary members of the Association will not have right to vote in general election and General Body meetings of the Association. SECTION B: REQUIREMENTS (1) All members shall accept and abide by the Constitution of the Association. (2) All members, except the Honorary Member and Life-Time Members shall pay dues of the Association as determined by the Board of Directors from time to time. (3) If a member does not pay his membership renewal dues by March 31st, he will cease to be a member of the Association. (4) A person who is eligible to become a General Member of the Association may become Life-Time Member by paying dues equal to twenty times the regular family membership dues at the time of such payment. The person and spouse will become General Members of the Association for as long as they live. SECTION C: DISBARMENT (1) The Board of Directors shall have the power to suspend any member if they consider his/her activities are in gross violation of the Constitution. Such a decision can be taken only by at least two third of the total membership of the Board of Directors. The suspended member shall have the right to appeal to the General Body. The decision of the General Body shall be final. SECTION D: VOTING MEMBERS (1) Only the General Members of the Association who are 18 years of age and Older shall have the right to vote in the Election and in the General Body meetings of the Association, and will be referred to as the Voting Members of the Association. (2) In case of Family Membership, only the husband and wife will have the Voting right.

3 Other members of the family who are more that eighteen (18) years old may vote if they pay the dues and become members on their own. ARTICLE III GENERAL BODY SECTION A COMPOSITION The General Body shall consist of the General Members of the Association. SECTION B MEETINGS (1) The General Body shall meet at least once in the month of November of each year. This meeting shall be called the Annual General Body Meeting. This meeting shall be for the following purposes: (a) Presentation and approval of the Annual Reports of the Association. (b) Enactment of the measures necessary for the smooth functioning of the functioning of the Association. (c) Such other business that the General Body may deem necessary. (d) Election of Officers and two Elected Directors. However, the in-person voting may start before the General Body Meeting and may continue after the General Body Meeting is adjourned. The in-person voting shall not be subject to any quorum requirements. (2) The President may call a General Body Meeting at any other time by giving at least fourteen days prior notice to the members of the General Body. (3) The President shall be obligated to call a General Body Meeting if a majority of the total members of the Board of Directors ask for such a meeting. (4) The President shall be obligated to call a General Body Meeting if a petition calling for such a meeting and bearing signatures of at least ten percent of the Voting Members of the Association is presented to him. (5) The meeting under clause (3) or (4) of this section shall be called within four weeks of the receipt of the request by the President. (6) The President may call an Emergency Meeting of the General Body at any time by giving any notice he deems proper. He shall specify the nature of the Emergency and the agenda shall not include any other matter.

4 -(4)- (7) A proxy vote of General Members may be obtained by the President by mail ballot as well as verifiable electronic to decide urgent matters when in the opinion of the Board of Directors. Calling a General Body meeting may delay decision on such a matter and this delay may not be in the interest of the Association. SECTION C QUORUM AND DECISIONS (1) Presence in person of forty (40) Voting Members or forty percent of the total Voting Members of the Association, whichever is less, shall constitute the Quorum for the General Body meeting of the Association. (2) Except as otherwise provided in the Constitution, the General Body shall make all decisions by a simple majority of the votes of the members present and voting. SECTION D AUTHORITY The General Body will be the final authority to decide any matter not provided for in the Constitution. ARTICLE IV BOARD OF DIRECTORS SECTION A COMPOSITION AND ELIGIBILITY (1) The Board of Directors shall consist of the five OFFICERS, six ELECTED DIRECTORS, five NOMINATED DIRECTORS and the outgoing President (Ex official). If the President is reelected, outgoing President shall continue to serve for another year. Effective January 1, 2007, Duration of President s term would be increased from one year to two years. All other members and executive s term will remain as is. (Vide General Body of November 28, (2) Only the Voting Members of the Association shall be eligible to serve on the Board of Directors. (3) The Nominated Directors shall be appointed by the Officers, the Elected Directors and out-going President at a regular meeting of the Board of Directors. (4) The Nominated Directors shall include at least one female member and at least one student member.

5 -(5)- SECTION B RESPONSIBILITIES The Board of Directors shall be responsible for formulating the policies of the Association, setting the agenda for the activities of the Association, and for smooth operation of the Association in accordance with the Constitution of the Association. SECTION C EXECUTIVE COMMITTEE (1) The Executive Committee shall consist of five Officers, President, Vice President, General Secretary, Finance Secretary and Information Secretary. (2) The Executive Committee shall be responsible for day to day operation of the Association and for the implementation of the policies and the decisions of the Board of Directors. SECTION D DUTIES OF THE OFFICERS (1) PRESIDENT (a) The President shall be the head of the Association and the presiding officer of the General Body, the Board of Directors and the Executive Committee. (b) The President or the nominee of the President shall represent the Association where and when required. The nominee must be either the Vice President or a member of the Board of Directors or a General Member, in that order. (c) The President shall sign all reports after they are duly approved by the Board of Directors. (d) The President, with the approval of the Board of Directors, may appoint Committees to help the Board of Directors or to perform special tasks. The terms of reference and the tenure of each Committee shall be specified clearly. Otherwise the Committee shall stand dissolved on December 31st. (e) The President shall be responsible for the satisfactory operation of the Association in accordance with the Constitution and the policies adopted by the Board of Directors of the Association. (f) President must send out a membership renewal notice to all members during the month of January in each year. This notification will contain the annual membership dues for each category that was approved in first board meeting of the calendar year. (2) VICE PRESIDENT (a) The Vice President shall assist the President in the performance of his duties. (b) In the absence of the President, the Vice President shall perform the duties of the President.

6 - 6 - (3) GENERAL SECRETARY (a) The General Secretary, with the approval of the President, shall prepare and distribute the agenda, the announcements, and minutes of the meetings of the Association. (b) The General Secretary shall keep the minutes, official records, reports and other property of the Association assigned to him by the Board of Directors. (c) The General Secretary shall be responsible for the correspondence of the Association as approved by the President. (4) FINANCE SECRETARY (a) The Finance Secretary shall be responsible for the safe custody of the funds of the Association and shall deposit them to the credit of the Association in such financial institutions as approved by the Board of Directors. (b) The Finance Secretary shall disburse the funds of the Association with the approval of the Board of Directors. (c) The Finance Secretary shall prepare the financial reports as required by the Constitution or by the Board of Directors. (d) The Finance Secretary shall keep up-to-date the records and books of the accounts. (e) The Finance Secretary, with the help of the other members of the Board of Directors, shall be responsible for collection of membership dues etc. (f) The Finance Secretary shall be responsible for the filing of all returns/reports required by various Governmental Agencies, in consultation with the President. (5) INFORMATION SECRETARY (a) The Information Secretary, in the absence of the General Secretary, shall perform duties of the General Secretary. (b) The Information Secretary shall be responsible for the publicity and publications of the Association as approved by the Board of Directors. (c) The Information Secretary shall maintain up-to-date membership records of the Association.

7 - 7 - SECTION E: MEETINGS (1) The regular meetings of the Board of Directors shall be held according to a schedule prepared by the Board of Directors provided at least eight regular meetings shall be held each term. (2) The President may call a special meeting of the Board of Directors by giving any notice he deems necessary. (3) The President shall be obligated to call a meeting of the Board of Directors if at least four Directors request such a meeting in writing. The meeting under this clause must be called within ten days of the receipt of the request for the meeting unless the Directors requesting the meeting and the President agree to a different schedule. (4) Effective January 1, 2006, Any PAA office bearer who misses 4 or more meetings in a year or 3 consecutive meetings would automatically loose his/her seat from the board. The PAA board then will elect a new office bearer within 6 weeks of the occurrence of the happening. The office bearer who loses the seat would not be eligible for re-nomination for any position on the board within the same calendar year. The new board member will be nominated and replaced by PAA office bearers with a simple majority vote. SECTION F TERMS OF OFFICE AND LIMITATIONS (1) The Officers of the Association / Executive Committee members shall be elected for two years by the Voting Members of the Association, except the president shall be elected for the period of two years, effective January1, (Vide General Body meeting of November 28, 2005) (2) The Elected Directors of the Board of Directors shall be elected for three years term. Their terms shall be staggered so that two are elected each year. (3) The newly Elected Directors, including Officers, shall assume office on January 31st. The terms of outgoing Directors shall expire on the 31st of December. (4) If an Elected Director later gets elected or appointed as an Officer of the Association, he shall resign as Elected Director. (5) In any five consecutive years, a member cannot serve as the President of the Association for a total of more than two years. (6) The terms of outgoing Directors shall expire on the 31st of December. The outgoing President shall arrange to have all the records and property of the Association transferred to the newly elected Executive Committee preferably by December 31st but no later than January 7th. He may call a meeting of the outgoing and incoming Executive Committees for this purpose.

8 - 8 - (7) The Nominated Directors shall hold office until December 31st. (8) Effective January 1, 2006, any PAA executive committee member (President, Vice President, General Secretary, Finance Secretary or Information Secretary) would not accept a key / leading position in any other organization other than a professional organization. If an executive committee member does so he/she would automatically loose his/her seat as PAA office bearer. SECTION G VACANCIES (1) RESIGNATION A member of the Board of Directors, other than the President, may submit his resignation in writing to the President. In case of President, he may submit his resignation in writing to the Vice President. The resignation shall become effective when approved by the Board of Directors of fifteen (15) days after it was submitted, which ever-occurs first. (2) SUSPENSION If a Director consistently shows disinterest and ignores his responsibilities, the Board of Directors shall have the power to suspend him from his position. Such a decision can be made by an affirmative vote of at least nine (9) members of the Board of Directors. The suspended Director may appeal to the General Body whose decision shall be final. (3) FILLING VACANCIES (a) If the office of the President becomes vacant, the Vice President shall succeed as the President. (b) If the office the Vice President becomes vacant, the Board of Directors shall appoint the Vice President from amongst themselves. If none of the members of the Board of Directors is willing to accept the position, than any Voting Member may be appointed. (c) If the office of any other member of the Board of Directors becomes vacant, the Board of Directors shall appoint an otherwise eligible member to hold that office for the remainder of that year of that member. SECTION H MISCELLANEOUS (1) QUORUM

9 - 9 Eight members of the Board of Directors shall constitute the quorum. If the President and Vice President are both absent, the Directors present may appoint someone from among them to act as the President for that meeting. (2) DECISIONS Each member of the Board of Directors shall have one vote and all the decisions shall be made by a simple majority of those present and voting except if otherwise provided in the Constitution. (3) CONFLICT OF INTEREST (a) No member of the Board of Directors shall promote or sponsor an activity or a cause that runs counter to the interest of or is derogatory to the good name of the association. (b) A Director shall not enter into a business transaction with the Association unless its terms are fully disclosed and approved by the Board of Directors. (c) A Director shall not represent the Association when dealing with the media or other organizations unless authorized to do so by the Constitution or by a resolution of the Board of Directors. ARTICLE V ELECTION PROCEDURE SECTION A ELECTION COMMITEE (1) The Election Committee shall consist of three members. The Board of Directors of the Association shall appoint the Chairman and two members of the Election Committee from among the voting members of the Association. The Committee shall be appointed by May 1st. (2) If a member of the Election Committee resigns or is unable to serve, the Board of Directors shall fill the vacancy. (3) The Election Committee may request individual members of the Association to assist them in the discharge of their duties on the day of the election. (4) The Chairman of the Election Committee shall be responsible to co-ordinate with the President of the Association on various matters pertaining to the functioning of the Committee.

10 - 10 SECTION B ELECTIONS Starting 2013, the election shall be held once every two years in the month of November for five Officers of the executive committee. Whereas, two Directors will be elected each year. SECTION C ELECTION SCHEDULE AND PROCEDURE (1) The Election Committee shall invite nominations so as to reach the Committee no later than July 31st. The nominations must be in writing bearing full names, addresses, phone numbers and signatures of both the nominee and the nominator. The members shall be informed of the nomination closing date at least two weeks in advance. (2) The Election Committee shall contact each nominated member by August 7 th and tell him if he is eligible to contest election and inform him of the names of the nominees for all the positions. (3) A nominated member may withdraw his name. A withdrawal request must be in writing and must reach the Chairman of the Election Committee no later than August 14th. (4) A member cannot contest election for more than one position. If a member is nominated for more than one position, he must inform the Chairman of the Election Committee in writing by August 14th as to the position he wants to be candidate for. Otherwise he will be considered to have withdrawn from all positions he was nominated for. (5) After step (4) if there is no valid nominations for a position, the Election Committee should nominate one or two eligible members for the position so that there is at least one candidate for each position up for election. (6) By September 15th, the Election Committee shall compile the list of the candidates and provide the same to the Board of Directors of the Association along with a write up of the election procedures to be followed by the members. (7) By September 15th, the Election Committee, with the consent of the Board of Directors of the Association, should set the date of the election, the last date for the receipt of the requests for absentee ballots and return of the marked absentee ballots, and the starting and closing time for in-person voting on the day of the election. (8) The President of the Association shall arrange to inform the members at least thirty (30) days in advance of the date of the election, the names of the candidates for various positions, last date for requesting absentee ballots, the last date for return of the absentee ballots, the mailing address for these, the date and time of

11 -- 11 the polling for in-person voting, and election procedures as communicated to him by the Chairman of the Election Committee. (9) The members shall have the right to vote in person during the election or by USA mail. Once a member has exercised the option to vote by mail he will forfeit his right to vote in person that year. SECTION D VOTING BY MAIL (1) A person wishing to vote by mail shall make a written request for an absentee ballot by USA Mail or by to the Chairman of the election committee. In case of the family membership, a member may request absentee ballot for the spouse of the member in the same letter and both of the absentee ballots may be returned in one envelope. (2) The members must follow the procedures laid down by the Election committee. The envelope in which absentee ballots are returned must bear on the outside the full name and address of the member. SECTION E VOTING IN PERSON (1) The in-person voting shall be held at the same place where the Annual General Body Meeting shall take place. The polling shall start and close at the announced time. The General Body Meeting may run concurrently with the in-person voting. The polling time shall not be changed if the General Body Meeting could not start in time or is prolonged. All persons waiting in line at the time of closing of the poll shall be allowed to vote. (2) A member requesting ballot shall have to show proper identification (Driver license, Green card, Citizen Card, Passport or other documents approved by the Election Committee). In case of the family membership, identification of one person shall suffice. (3) After a member receives his ballot, he must proceed to the designated area and mark his ballot. After marking the ballot he shall hand over the folded ballot to a member of the Election Committee who shall place it in the ballot box in the presence of the voter. (4) A member who does not follow the instructions of the Election Committee shall not be allowed to vote. SECTION F ELIGIBILITY TO CONTEST ELECTION (1) Only those persons who have been Voting Members of the Association without interruption since June 30th of the preceding year shall be eligible to contest election.

12 (2) Members of the Election Committee, their spouses and children shall not be eligible to contest election. (3) Affiliate members and honorary members will neither be eligible to contest in the election of the Association nor be eligible to cast vote. SECTION G VOTING AND ELECTION DECISION (1) All persons who are voting members of the Association on June 30th shall be eligible to cast vote in the election (2) A simple plurality will decide the election of an Officer. (3) For the positions of Election Directors two candidates with the highest number of votes shall stand elected. (4) In case of a tie between two or more candidates, the election shall be decided by the Election Committee by drawing their names in some random fashion. SECTION 1 MISCELLANEOUS (1) The Election Committee may make election procedures not in consistent with the Constitution. The Chairman of the Election Committee shall provide a copy of these procedures to the Board of Directors who may request modifications. (2) The Executive Committee shall make available to the Election Committee a list of all persons who are Voting Members on June 30th. The list shall contain full name of each voting member, spouse s name, complete address, phone number, the date current membership dues were paid and the date preceding year s dues were paid. The list shall be given to the Chairman of the Election Committee no later than July 22nd. (3) The Chairman of the Election Committee, upon the written request of a candidate, shall provide the candidate a list containing the names and phone numbers of all the voting members. The list shall be provided within three days of the receipt of the request. The candidate may be required to pay for copying and other expenses as determined by the Election Committee. The request for the membership list shall include a pledge by the candidate that the list shall not be used for any purpose other than the election of the Association. (4) No write-in votes shall be considered and a member who has been issued absentee ballot cannot vote except by USA Mail. (5) In case there is no candidate up for election for a position, the new Board of Directors shall fill that position in accordance with Article IV (G) (3).

13 SECTION J SPECIAL EDITION (1) If the President of the Association finds that the elections will not be completed in timely fashion, he shall call special General Body Meeting of the Association for purpose of holding election. (2) The meeting under (1) above shall be held no later than December 31st, and shall be called by giving the members at least two weeks notice. (3) The Election Committee shall hold the election by accepting nominations from floor for all positions. (4) Only members present shall have the right to contest election and vote in the special election. (5) The provisions of sections (F) and (G) shall still be applicable. (6) The members present shall constitute the quorum for the special election meeting. ARTICLE VI FINANCES SECTION A FISCAL YEAR The fiscal year of the Association shall start from January 1st and end of December 31st. SECTION B FUNDS (1) The Board of Directors shall have the authority to open Bank accounts; borrow or lend money; to buy, sell, lease / rent, mortgage and trade-in property both real and personal and to do any act which should at any time appear conducive or expedient for the enhancement of the benefits of the Association. (2) All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association shall be signed by at least two officers of the Association appointed by the Board of Directors. (3) All funds of the Association shall be deposited from time to time to the credit of the Association in such bank, trust companies or other depositories as the Board of Directors may select. (4) The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise for the General or for any special purpose of the Association.

14 (5) The dues received from Life-Time members shall be kept in a separate account and shall be invested from time to time in accounts or deposit certificates of such bank or savings Association as are federally insured and may also be invested in obligations of the United States Government. Only the current income from such investment shall be available to be used as part of the General Funds of the Association. No portion of the accumulated principal can be drawn except with the approval of the General Body at the Annual Meeting of the Association. (6) The President may spend up to $ at a time without the prior approval of the Board of Directors provided the expense is unforeseen and there is no time to get the approval of the Board of Directors. Total such expenditure during his term of office shall not exceed $ SECTION C MISCELLANEOUS (1) Any General Member of the Association shall have the right to examine the books of accounts by giving at least three weeks prior notice to the Finance Secretary. (2) The members of the Board of Directors shall not receive any compensation for their services. The Board of Directors may approve reimbursement of the actual expenses incurred by a Director in connection with the business of the Association. (3) The Board of Directors shall adopt procedures that, among others, ensure that all dues received by March 31st and June 30th are accounted for as having been received by these cut off dates. SECTION D ADMINISTRATIVE ASSISTANT An Administrative Assistant will be a paid position to be filled in accordance with the Michigan Fair Employment Laws. The administrative Assistant will be responsible to the president or his assignee as approved by the PAA Advisory Board. Duties of Administrative Assistant (1) Administrative assistant will report to the PAA President and its assignee. (2) Responsible for providing clerical and administrative Assistance as guided by the President and the Executive Committee members. (3) Must Participate in all board meetings as scheduled, prepare the agenda as guided by the president and maintain minutes of all meetings. (4) Update all records of the association and helping in smooth transition of all PAA records from the departing Advisory board to the incoming Advisory Board.

15 ARTICLE VII VOTE OF NO CONFIDENCE (1) A petition for a vote of no confidence against a member of the Board of Directors shall be made in writing to the President by at least ten percent of the total Voting Members of the Association. The President shall be obligated to call a General Body Meeting within four weeks of the receipt of the petition. The vote of no confidence shall pass if at least two third of the members present and voting, vote in its favor. ARTICLE VIII AMENDMENTS (1) Any proposal for the amendment to the Constitution shall be presented in writing to the President at least thirty days prior to a General Body meeting. The President shall communicate the amendment to the members at least two weeks before the General Body meeting. (2) An amendment to the Constitution cannot be moved from the floor. (3) An amendment will be passed by the affirmative vote of at least two-third of the members present. ARTICLE IX DISSOLUTION (1) The Association may be dissolved by the affirmative votes of the three-fourth of the total Voting Members of the Association at a special meeting called for this purpose. (2) The dissolution shall become affective ninety days after the dissolution vote is passed. (3) In case of dissolution the assets of the Association, left after meeting all the liabilities of the Association, shall be passed on to some Charitable/Nonprofit able Organization agreed to in the meeting.

16 ARTICLE X This article was removed by General Body in a meeting on November 4, 2012 TRANSITION (1) The purpose of this Article is to facilitate the implementation of the proposed Constitutional amendments. (2) 1993 elections shall be held in November. The Election Committee for this election shall be appointed as soon as possible after the changes in the Constitution are approved. This Committee need not follow the deadlines mentioned in Article V (C) and may also eliminate voting by mail to complete the election in November. Also a member can contest this election if he has been a Voting Member continuously since October 1st of 1992 instead of June 30 th (3) The four members of the current Advisory Board whose terms were to continue beyond the current year shall continue as Elected Directors and complete the terms for which they were elected as members of the Advisory Board. Thus only two new Elected Directors shall be elected this year. (4) With the approval of the above amendments, the Executive Committee as currently defined will be called the Board of Directors and the elected members of the Advisory Board will be called the Elected Directors. (5) This article shall cease to be a part of the Constitution when the new Board of Directors assume office after the election in Note: Changes underlined was approved by General Body on November 4, 2012 and put into effect on January 1, 2013.