(COPY) CERTIFICATE OF INCORPORATION. No I HEREBY CERTIFY that. The American Women s Association of Hong Kong Limited

(COPY) CERTIFICATE OF INCORPORATION No.11699 I HEREBY CERTIFY that The American Women s Association of Hong Kong Limited is this day incorporated in Hong Kong under the Companies Ordinance, (Chapter 32 of the Revised Edition, 1950, of the Laws of Hong Kong), and that this Company is limited. GIVEN under my hand this 21st day of September Two Thousand and Sixteen. (name of Sd.) for Registrar of Companies, Hong Kong. 1

Company No. 11699 The Companies Ordinance (Cap. 32) Company Limited by Guarantee and not having a Share Capital Revised Articles of Association Of The American Women s Association of Hong Kong Limited (as adopted by Special Resolutions of 21 st September 2016) Revised Articles of Association of The American Women's Association of Hong Kong Limited I. Memorandum of Association of The American Women s Association of Hong Kong Limited (As adopted 6 th day of June, 1996) 1. The name of the Association is The American Women s Association of Hong Kong Limited (hereinafter referred to as the Association ). 2. The registered office of the Association is situated in Hong Kong. 3. The objects for which the Association is established are: (a) To form an association of women of all nationalities in Hong Kong that shall raise funds, act as custodian of funds and donations and make appropriations to sustain the organization, for use in the categories of Health and Social Services, Education, Humanitarian Services and with a specific focus on supporting Women and Girls, Children and Youth, Elderly, Low Income Individuals and the Disabled. (b) To provide the Association s membership with social, recreational, educational, and community service related opportunities within the Hong Kong community. (c) To purchase, take on lease or exchange, hire or otherwise acquire any real or personal property and rights or privileges which the Association may think necessary or convenient for the promotion of its objects, and to construct, develop, improve, maintain and alter any building or erections, and to provide for all facilities which are in the opinion of the Executive Board necessary or convenient for or conducive to the interests of the Association. (d) To sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Association as may be thought expedient with a view to the promotion of its objects. (e) To borrow any monies required for the purpose of the Association upon such securities as may be determined and especially by the issue of bonds, debentures or other obligations or securities or by Mortgage or charge of all or any part of the property of the Association. (f) To invest the monies of the Association not immediately required for its purposes in or upon such investments, securities or property (whether in Hong Kong or elsewhere) as may be thought fit. (g) To employ and remunerate and from time to time if thought fit, to dismiss and replace with others such employees as the association may think fit; and to retain and remunerate lawyers, accountants, surveyors, or other professional or non-professional advisors or consultants as may be considered expedient. (h) To carry out any other acts or things which may seem to the Association capable of being 2

conveniently carried out in connection with the foregoing objects of the Association or as are incidental or conducive to the attainment of the above objects or any of them. The objects set forth in any sub-clause of this clause shall not, except when the context expressly so requires, be in any way limited or restricted by reference to or inference from the terms of any other sub-clause. 4. The income and property of the Association whencesoever derived, shall be applied towards the promotion of the objects of the Association as set forth in this Memorandum of Association; and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus, or otherwise howsoever by way of profit to the members of the Association. Provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any employee of the Association or to any member of the Association, in return for any service actually rendered to the Association; provided however that members of the Executive Board (as defined in the Articles of Association) shall not receive any remuneration from the Association during their respective term on the Executive Board, regardless of the service actually rendered, and that any fundraising money shall not be used to cover any administrative costs of the Association (except that expenses directly related to a specific fundraiser may be charged to the receipts from that fundraiser). 5. The liability of members is limited. 6. Every member of the Association undertakes to contribute to the assets of the Association in the event of its being wound up while she is a member, or within one year afterwards, or payment for the debts and liabilities of the Association contracted before she ceases to be a member, and of the costs, charges, and expenses of winding up, and for the adjustment of the rights of the contributories among themselves such amount as may be required, not exceeding HK$1.00. 7. If upon the winding-up of the Association there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Association and which shall prohibit the distribution of its or their income or property among its or their members to an extent at least as great as is imposed on the Association under or by virtue of Clause 4 hereof, such institution or institutions to be determined by the members of the Association before the time of dissolution, and in default thereof by such judge of the Supreme Court of Hong Kong as may have or acquire jurisdiction in the matter, and if and so far as effect cannot be given to such provision, then to some charitable object. 8. True accounts shall be kept of the sums of money received and expended by the Association, and the matters in respect of which such receipts and expenditures take place, and of the property, credits and liabilities of the Association; and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Association for the time being in force, shall be open to the inspection of the members. Once at least in every year the accounts of the Association shall be examined and the correctness of the Balance Sheet ascertained by one or more authorized Auditor or Auditors. 3

Company No. 11699 1. In these Articles, unless there is something in the subject or context inconsistent therewith: "The Association" shall mean the Association registered as The American Women's Association of Hong Kong Limited. "The Ordinance" shall mean the Companies Ordinance (Chapter 32) of the Revised Edition and any modification thereto. "The Members" shall refer to all regular and honorary members as defined in Article 4 herein. "The President" shall mean the elected President of the Association for the time being. "The First Vice-President", "The Second Vice-President" and "The Third Vice-President" shall mean the elected Vice Presidents of the Association for the time being. "These Articles" shall mean these Articles of Association as from time to time altered by Special Resolution. "The Executive Board" shall mean the Executive Board for the time being of the Association. General 2. For the purposes of registration the number of members of the Association shall be unlimited. 3. The Association is established for the purposes expressed in the Memorandum of Association. Membership 4. The members of the Association shall be divided into the following classes: (a) Regular members shall be female citizens of all nationalities, who are or have been temporary or permanent Hong Kong residents. (b) Honorary members shall be female persons of distinction including the wife of the senior Consular Official of the United States resident in Hong Kong and ex-presidents of the AWA who have served a minimum of one full term in office. Honorary members shall have the privileges and facilities of the Association without any liability of Regular members. Honorary members may be nominated by any five members but shall be elected and approved by the Executive Board. 5. All applications for membership of the Association shall be subject to the approval of the Executive Board and the Executive Board shall have the right to refuse any application without assigning any reason therefor. Unless otherwise determined by the Association at a General Meeting, the annual subscription fee payable by the members shall be determined by the Executive Board. General Articles Relating to Members 4

6. A member shall be suspended under the following conditions: (a) If any member violates the Articles of Association of the Association or if her conduct in or out of the Association's premises shall, in the unanimous opinion of the Executive Board, be injurious to the character or interests of the Association, the Executive Board may immediately by written notice to the member suspend or expel such member from the Association. Any member so expelled may demand a hearing of review in her presence before the Executive Board within one month after such notice of suspension. Any unanimous decision by the Executive Board after such a hearing shall be final. General Meetings 7. At least three (3) General Meetings (which may include the Annual General Meeting) shall be held during the period commencing and including the first day of September and extending until and including the 30th day of June. (a) The Annual General Meeting shall be held between January 1 and June 30 of each year for the purpose of receiving the report of the Executive Board, examining and passing the accounts of the Association and appointing the Auditors. (b) Officers shall be elected at the General Meeting held in April every year and the budget for the forthcoming year shall be approved at the last General Meeting of the fiscal year. At any General Meeting, the chairperson may, with the consent of all Members present and represented by proxy, adjourn the meeting to a later date and another place. No business shall be transacted at any such adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of adjournment or of the business to be transacted at an adjourned meeting. 9. The above named General Meetings shall be called such. Any other General Meetings beyond the mandatory three (3) will be called Extraordinary General Meetings, and can be convened a) by the Executive Board as they see fit, or b) by no less than ten percent of AWA members via written petition. Email is an acceptable form of petition. Notice of General Meetings 10. Written notice specifying the place, day and time of an Annual General Meeting and any General Meeting at which a Special Resolution is proposed shall be provided to each member of the Association at least 21 days before the date of the meeting. For all other General Meetings, at least 14 days' written notice is required. In the case of special business, the written notice shall include a description of the general nature of that business. 11. The inadvertent omission to give notice of a General Meeting or the non-receipt of such notice by any member shall not invalidate the proceedings at the meeting. Proceedings at General Meetings 12. No business shall be transacted at any General Meeting unless a quorum of at least 25 members is present at a time when the meeting proceeds to business. 13. If within half an hour from the time appointed for the meeting, a quorum is not present, the meeting shall be dissolved and stand adjourned until another date and time can be worked out by the President (or presiding Chair Person following chain of command if the President is unavailable) and the AWA Executive Board. This date should take every measure not exceed 30 5

days from the original meeting date. And if at the rescheduled meeting a quorum is not present within half an hour from the time appointed for the meeting, members present shall be a quorum. 14. The President, or in her absence, the First Vice-President, shall preside as Chairperson at every General Meeting of the Association. If at any meeting the President or First Vice-President shall not be present within 15 minutes after the time appointed for holding the meeting, one of the members of the Executive Board of the Association shall preside, or if no Executive Board member is present or willing to take the chair, the meeting shall be postponed. All efforts should be placed on rescheduling the new meeting for a date no later than 30days from the original General Meeting date. 15. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by at least two members present in person. Unless a poll is so demanded, a declaration by the Chairperson that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the Minutes of the Association shall be conclusive evidence of the fact. (a) If a poll is duly demanded it shall be taken in such a manner as the Chairperson directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. (b) In the case, of an equality of votes, whether on a show of hands or on a poll, the Chairperson of the meeting shall be entitled to a second or casting vote. 16. An Ordinary Resolution shall be passed by a simple majority of the members present. Special Resolutions 17. Special resolutions may be presented to the membership through resolutions of the Executive Board or upon the written petition of not less than ten percent of members. Notice in writing specifying the intention to propose a Special Resolution must be sent to members of the association at least twenty-one days before the meeting at which the Special resolution is submitted to be passed. Special resolutions must be passed by a majority of not less than threefourths of the members present at that meeting. Special Resolutions resulting in an amendment to these Articles, when passed, must be filed in printed form with the Registrar of Companies within 15 days, and copies thereof included in every copy of the Articles of Association issued thereafter. Votes of Members 18. All members are entitled to vote and each member is entitled to one vote. 19. In every notice calling a meeting of the Association, there shall be a statement that a member is entitled to attend and vote. If a member is unable to attend, she is entitled to appoint a proxy. Proxys can only be given to current members of the Association. (a) A proxy shall be appointed in writing and signed by the member appointing the proxy. (b) The document or instrument appointing a proxy shall be deposited at the Office of the Association not less than 48 hours before the time of holding the meeting at which the member named in such instrument proposes to vote. 6

(c) Any instrument appointing a proxy shall, as nearly as circumstances permit, be in the following form: I of (address), being a member of the American Women's Association of Hong Kong Limited, hereby appoint of (address), as my proxy to vote for me and on my behalf at the (Annual / Extraordinary) General Meeting / Business Meeting of the Association to be held on the day of and at any adjournment thereof. Signed This day of 20. This form is to be used in favor of / against the resolution. Unless otherwise instructed, the proxy will vote as she sees fit. Honorary President 20. The Honorary President shall be the wife of the senior Consular Official of the United States resident in Hong Kong. She shall serve as an ex-officio member of the Executive Board and shall rank as an Honorary member of the Association during her residence in Hong Kong. Should the senior Consular Official resident in Hong Kong be unmarried, the wife of the next senior Official shall be Honorary President. Notwithstanding the foregoing, should the senior Consular Official resident in Hong Kong be a woman, then she shall be Honorary President. Officers 21. AWA Officers, listed here in order of hierarchy, shall be as follows: President, First Vice- President, Second Vice-President, Third Vice-President, Recording Secretary, Treasurer, Charitable Donations Chairperson, Education and Scholarship Chairperson, and Community Service Chairperson. Officers shall be elected at the General Meeting to be held in April every year for a term of one year starting from 1st July in every year. No officer shall be eligible for reelection to the same office after having served two consecutive full terms until the expiration of one year. 22. The qualifications for the Presidency include the recommendation that all candidates shall be citizens of the United States. In cases where no such candidate is put forth or if candidate(s) put forth are not deemed capable by the nominating committee, this requirement may be waived by a majority vote of the Board, in order to fill the President position and maintain the smooth operation of the organization. If such a candidate is added to the slate of candidates presented to the members, it shall be disclosed that the recommended candidate for President is not a citizen of the United States. 23. The succession of the presidency falls to the next Officer in the hierarchy as stated in section 22 regardless of the Officer s nationality. Any vacancy occurring in any other office shall be filled by any member, nominated by the Executive Board and elected by the Association at a General Meeting. Nominations for the vacant office may also be made from the floor at the General Meeting. All Officers elected to fill a vacancy shall serve for the remaining unexpired term. 24. The President shall preside at all meetings of the Association and of the Executive Board. She shall coordinate all programs of work and be an ex-officio member of all committees, except the Nominating Committee. The President's signature shall be authorized to operate all bank accounts in addition to the First Vice President, the Treasurer and Office Manager or Director of Operations who are authorized to operate all accounts.. 7

25. The First Vice-President, Fundraising, in the absence of the President, shall perform the duties of the President. She shall coordinate all programs of Fundraising and be an ex-officio member of all fundraising committees. She shall not be a member of the Nominating Committee. 26. The Second Vice-President, Membership, in the absence of the President and the First Vice- President, shall perform the duties of the President. She shall coordinate all programs that provide membership services and be an ex-officio member on all membership service committees. She shall not be a member of the Nominating Committee. 27. The Third Vice-President, Activities, in the absence of the President and the First Vice- President and the Second Vice-President, shall perform the duties of the President. She shall coordinate all programs that provide members' activities and be an ex-officio member of all activities committees. She shall not be a member of the Nominating Committee. 28. The Recording Secretary shall keep a record of all General and Executive Board meetings, and of all annual reports. She shall keep the Register of Executive Board members and shall file with the Registrar of Companies all necessary returns and particulars. She shall be responsible for the custody of the Seal of the Association. 29. The Treasurer shall keep proper books of accounts in the manner hereinafter prescribed by Article 45. All monies received by the Association shall be paid into a bank named by the Executive Board and the signature of the Treasurer shall be authorized to operate all bank accounts held by the Association. She shall make monthly and annual financial reports, prepare, for the approval of the members at the last General Meeting of the fiscal year, the budget which shall include all proposed and estimated expenditures for the forthcoming fiscal year. 30. The Charitable Donations Chairperson shall coordinate all the Association's donations to and contact with Hong Kong charitable organizations. 31. The Education and Scholarship Chairperson shall coordinate all the Association s involvement with education and educational institutions in Hong Kong. 32. The Community Service Chairperson shall coordinate all the community service programs of the Association. Executive Board 33. The Executive Board shall consist of the elected Officers and appointed Officers for the current year. 34. The Executive Board may meet together to conduct business, adjourn and otherwise regulate their meeting. Unless otherwise determined, the Executive Board shall meet once a month and three days' notice of the meeting shall be given. Questions arising at any meeting shall be decided by a majority of votes. All members of the Executive Board (elected as well as appointed) can vote at any meeting of the Executive Board. In case of an equality of votes, the Chairperson shall have a second or casting vote. The President may at any time convene an Extraordinary Meeting of the Executive Board, and an Extraordinary Meeting shall also be convened on the requisition of three members of the Executive Board. In the case of such an Extraordinary Meeting, less than three days' notice may be given. 8

35. The Executive Board shall transact all business and decide all matters of policy under the powers and authorities expressly conferred upon them by these Articles or by direction of the Association in General Meeting and do all such other acts and things which are not hereby or by Ordinance expressly directed to be done otherwise, provided always that the Executive Board may disburse or borrow funds not exceeding HK$100,000.00 in any one year for any budgetary expense category without the prior approval of the Association at Business Meetings or Extraordinary General Meetings. 36. A majority, defined as fifty percent plus one of the members of the Executive Board, shall constitute a quorum. 37. The President shall have the power at any time and from time to time to select and, with the approval of the First Vice-President, formally appoint any members as additional Officers for the current term; provided, however, that the total number of Officers so appointed shall not exceed six. (a) The President, with the approval of the First Vice-President, shall have power at any time and from time to time to appoint any member to fill a casual vacancy of an appointed Officer during the year, but the total number of appointed Officers after such appointment shall not exceed six. 38. The Executive Board shall have power to appoint such Committees or Sub-Committees for such purposes as they may deem fit and may determine the powers, functions and duties of any such committees or Sub-Committees. 39. The office of a member of the Executive Board shall be vacated if such member. (a) Resigns her office by notice in writing to the Association; or (b) Is absent for three consecutive Executive Board meetings; or (c) Receives any remuneration in violation of Clause 4 of the Memorandum of Association; or (d) Is found to be of unsound mind; or (e) Becomes prohibited from being a director by reason of any disqualification order made under Part IVA of the Ordinance; or (f) Is directly or indirectly interested in any contract with the Association and fails to declare the nature of her interest in a manner required by Section 162 of the Ordinance; or (g) Is absent from Hong Kong for six (6) consecutive weeks between September 1 and June 30; or (h) Is removed from office by a Special Resolution of the members of the Association. Nominations and Elections of Officers 40. The term of office of an Officer of the Association shall be one year from lst July in every year. All Executive Board positions are eligible to remain in their positions for a total of not more than 2 terms. However, if a position s vacancy could cause harm to the smooth and efficient 9

running of the Association, the Executive Board may make a resolution to extend the Officer s term until a suitable replacement can be found. 41. A Nominating Committee of five members, including only one member from the Executive Board who is not the President of the First V.P., shall be appointed by the Executive Board in February in every year. 42. No member of the Nominating Committee may be reappointed in the year immediately following her appointment. 43. The Nominating Committee shall prepare a slate naming one candidate for each office and must secure the consent of each nominee. All members of the Association must be notified in writing of this slate at least seven days before the General Meeting to be held in April every year for election of Officers; and the slate shall be further presented at this meeting. There may be nominations from the floor with the consent of those so nominated. Any Officers duly elected shall take office from 1st of July. The Seal 44. The Seal of the Association shall not be affixed to any document or instrument except by the authority of the President or the First Vice-President and the Office Manager or Director of Operations. In the absence of the aforementioned, the Third Vice-President and the Treasurer may approve with the Office Manager. They shall sign every document or instrument to which the Seal of the Association is so affixed in their presence. Accounts 45. The Executive Board shall cause proper books of accounts to be kept with respect to: (a) All sums of money received and expended by the Association and the matters in respect of which such receipts and expenditures take place; (b) All sales and purchases of goods, land and other things whatsoever by the Association; and (c) The assets and liabilities of the Association. Proper books are such books of account as are necessary to give a true and fair view of the state of the affairs of the Association and to explain its transactions. Books shall be kept according to proper accounting procedures. 46. At the Annual General Meeting to be held between January 1 and June 30 in every year, there shall be laid before the Association a proper Income and Expenditure Account and Balance Sheet for the period since the last preceding Account. Every such Balance Sheet shall be accompanied by proper reports of the Auditors (all of which shall be framed in accordance with any statutory requirement for the time being in force and shall have annexed thereto any other documents required by law). Copies of such Account, Balance Sheet and Reports shall be made available to all members of the Association. Miscellaneous 47. Any question as to interpretation of the foregoing Articles shall be left to a simple majority vote of the Executive Board, whose decision on any point shall be final, but which must not be in contravention of the Companies Ordinance. 10

48. Every member or employee of the Association shall be indemnified by the Association against, and it shall be the duty of the Executive Board out of the funds of the Association to pay, all costs, losses and expenses which, in the absence of fraud or bad faith, any member or employee may incur or become liable for by reason of any contract entered into, or act or deed done by her as such member or employee, or in any way in the discharge of her duties. 49. The provision of Clause 7 of the Memorandum of Association relating to the winding up or dissolution of the Association shall have effect and be observed as if the same were repeated in these Articles. Amendments 50. These articles may be amended only through a Special Resolution of the Association. Notices 51. Unless otherwise provided, any notice required to be served to members shall be served by way of mail or electronic mail. Certified true copy Marcy LaRont President 21 st September 2016 11

- PAST AMENDMENTS - Company No. 11699 THE COMPANIES ORDINANCE (CAP 32) THE AMERICAN WOMEN S ASSOCIATION OF HONG KONG LIMITED SPECIAL RESOLUTION (Passed on the 8 th day of December, 2004) Passed on the 8 th day of December, 2004, at an Ordinary General Meeting of the above Association held at the Jewish Community Center on Wednesday the 8 th day of December, 2004, the following resolutions were duly passed as Special Resolutions: 1. THAT the New Articles of Association, as adopted by Special Resolution of 5 th June 2002, be hereby altered by: (a) Amending the third definition in Article 1 to read as follows: The member(s) shall mean any and all of the Regular members, Associate members and Honorary members as defined in Article 4 herein, unless the context otherwise requires. 12

(b) Amending Article 4(b) to read in its entirety as follows: (b) Associate members shall be women of any other nationality who are interested in actively supporting the objectives of the Association. They may hold the offices of Community Service Coordinator, Charitable Projects Coordinator and Education and Scholarship Coordinator, but no other elected office. They can be appointed as additional Officers pursuant to Article 37 of these Articles. (c) Amending Article 7 to read in its entirety as follows: 7. At least three (3) General Meetings (which may include the Annual General Meeting) shall be held during the period commencing and including the first day of September and extending until and including the 15 th day of July. (d) Amending the second sentence of Article 8(b) to read as follows: (b) At any General Meeting, the chairperson may, with the consent of the Regular, Associate or Honorary members (as the case may be) present, adjourn the meeting to a later date and another place. (e) Amending Article 10 to read in its entirety as follows: 10. The Executive Board may, whenever they think fit, convene an Extraordinary General Meeting; and Extraordinary General Meetings shall also be convened on the written requisition of Regular, Associate or Honorary members constituting not less than ten percent of all Regular, Associate and Honorary members. (f) Amending Article 13 to read in its entirety as follows: 13. No business shall be transacted at any General Meeting unless a quorum of at least 25 Regular, Associate or Honorary members (as the case may be) is present at a time when the meeting proceeds to business. (g) Amending Article 14 to read in its entirety as follows: 14. If within half an hour from the time appointed for the meeting, a quorum is not present, the meeting, if convened upon the requisition of Regular, Associate or Honorary members (as the case may be), shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same time and place or to such other day and such other time and place as the President, or in her absence, the First Vice-President may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the Regular, Associate or Honorary members (as the case may be) present shall be a quorum. 13

(h) Amending Article 15 to read in its entirety as follows: 15. The President, or in her absence, the First Vice-President shall preside as Chairperson at every General Meeting of the Association. If at any meeting the President or First Vice-President shall not be present within 15 minutes after the time appointed for holding the meeting, one of the members of the Executive Board of the Association shall preside, or if no Executive Board member is present or willing to take the chair, the Regular members present shall choose one of themselves to be Chairperson. (i) Amending the first sentence of Article 16 to read as follows: 16. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by at least two Regular or Associate or Honorary members present in person. (j) Amending Article 19 to read in its entirety as follows: 19. An Ordinary resolution shall be passed by a simple majority of the Regular, Associate or Honorary members (as the case may be) present. (k) Amending the third sentence of Article 20 to read as follows: Special resolutions must be passed by a majority of not less than three-fourths of the Regular, Associate or Honorary members (as the case may be) present at the meeting and Special resolutions, when passed, must be filed in printed form with the Registrar of Companies within 15 days, and copies thereof included in every copy of the Articles of Association issued thereafter. (l) Amending Article 21 to read in its entirety as follows: 21. Regular, Associate and Honorary members are entitled to vote and each member is entitled to one vote. (m) Amending Article 22(a) to read in its entirety as follows: (a) A proxy or attorney must be a Regular, Associate or Honorary member of the Association. A proxy must be appointed in writing and signed by the person appointing the proxy. (n) Amending Article 32 to read in its entirety as follows: 14

32. The Executive Board shall consist of the elected Officers and appointed Officers for the current year, and the Past President from the preceding year. However, at all times more than half of the members of the Executive Board shall be Regular or Honorary members. (o) Amending Article 37 to read in its entirety as follows: (a) (b) The President shall have power at any time and from time to time to select and, with the approval of the First Vice-President, formally appoint any members as additional Officers for the current term: provided, however, that the total number of Officers so appointed shall not exceed six, and at all times more than half of the appointed Officers shall be Regular or Honorary members. The President, with the approval of the First Vice-President, shall have power at any time and from time to time to appoint any member to fill a casual vacancy of an appointed Officer during the year, but that the total number of appointed Officers after such appointment shall not exceed six, and at all times more than half of the appointed Officers shall be Regular or Honorary members. (p) Amending Article 40(e) to read as follows: (e) Becomes prohibited from being a director by reason of any disqualification order made under Part IVA of the Ordinance. Certified true copy Carrie Lubaczewski President December 8, 2004 15

Company No. 11699 THE COMPANIES ORDINANCE (CAP 32) THE AMERICAN WOMEN S ASSOCIATION OF HONG KONG LIMITED SPECIAL RESOLUTION (Passed on the 8 th day of December, 2004) Passed on the 8 th day of December, 2004, at an Ordinary General Meeting of the above Association held at the Jewish Community Center on Wednesday the 8 th day of December, 2004, the following resolution was duly passed as a Special Resolution: 1. THAT the New Articles of Association, as adopted by Special Resolution of 5 th June 2002, be hereby altered by: (q) Amending Article 7 to read in its entirety as follows: 7. At least three (3) General Meetings (which may include the Annual General Meeting) shall be held during the period commencing and including the first day of September and extending until and including the 15th day of July. copy Certified true 2004 Carrie Lubaczewski President December 8, Co. 11699 16

Revised Articles of Association of The American Women s Association of Hong Kong Limited (As adopted by Special Resolutions of 8th December, 2004.) 1. In these Articles, unless there is something in the subject or context inconsistent therewith: The Association shall mean the Association registered as The American Women s Association of Hong Kong Limited. The Ordinance shall mean the Companies Ordinance (Chapter 32) of the Revised Edition and any modification thereto. The Members shall mean any and all of the Regular members, Associate members and Honorary members as defined in Article 4 herein, unless the context otherwise requires. The President shall mean the elected President of the Association for the time being. The First Vice-President, The Second Vice-President and The Third Vice-President shall mean the elected Vice Presidents of the Association for the time being. By Laws shall mean the Standing Rules adopted or to be adopted by the Executive Board from time to time. These Articles shall mean these Articles of Association as from time to time altered by Special Resolution. The Executive Board shall mean the Executive Board for the time being of the Association. General 2. For the purposes of registration the number of members of the Association shall be unlimited. 3. The Association is established for the purposes expressed in the Memorandum of Association. Membership 4. The members of the Association shall be divided into the following classes: (a) Regular members shall be female citizens of the United States and shall constitute a majority of the total membership of the Association. (b) Associate members shall be women of any other nationality who are interested in actively supporting the objectives of the Association. They may hold the offices of Community Service Coordinator, Charitable Projects Coordinator and Education and Scholarship Coordinator, but no other elected office. They can be appointed as additional Officers pursuant to Article 37 of these Articles. (c) Honorary members shall be persons of distinction, either resident in Hong Kong or visitors, and shall have all the privileges and facilities of the Association without any liability of Regular members. Honorary members may be nominated by any five Regular members but shall be elected by the Executive Board. Presidents shall automatically become Honorary members after the completion of their respective terms, provided that they serve at least six months. 5. All applications for membership of the Association shall be subject to the approval of the Executive Board and the Executive Board shall have the right to refuse any application without 17

assigning any reason therefor. Unless otherwise determined by the Association at a General Meeting, the annual subscription fee payable by the members shall be determined by the Executive Board. General Articles Relating to Members 6. A member shall be suspended under the following conditions: (a) If any member violates the Articles of Association or By Laws of the Association or if her conduct in or out of the Association s premises shall, in the unanimous opinion of the Executive Board, be injurious to the character or interests of the Association, the Executive Board may immediately by written notice to the member suspend or expel such member from the Association. Any member so expelled may demand a hearing of review in her presence before the Executive Board within one month after such notice of suspension. Any unanimous decision by the Executive Board after such a hearing shall be final. (b) The Executive Board shall automatically suspend from membership any member whose dues for the current year are unpaid by October 1. General Meetings 7. At least three (3) General Meetings (which may include the Annual General Meeting) shall be held during the period commencing and including the first day of September and extending until and including the 15th day of July. 8. (a) The Annual General Meeting shall be held in February or March in every year for the purpose of receiving the report of the Executive Board, examining and passing the accounts of the Association and appointing the Auditors. (b) Officers shall be elected at the General Meeting held in April every year and the budget for the forthcoming year shall be approved at the General Meeting held in June every year. At any General Meeting, the chairperson may, with the consent of the Regular, Associate and Honorary members (as the case may be) present, adjourn the meeting to a later date and another place. No business shall be transacted at any such adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of adjournment or of the business to be transacted at an adjourned meeting. 9. The above named General Meetings shall be called Business Meetings ; any other General Meetings shall be called Extraordinary General Meetings. 10. The Executive Board may, whenever they think fit, convene an Extraordinary General Meeting; and Extraordinary General Meetings shall also be convened on the written requisition of Regular, Associate or Honorary members constituting not less than ten percent of all Regular, Associate and Honorary members. Notice of General Meetings 11. Written notice specifying the place, day and time of an Annual General Meeting and any General Meeting at which a Special Resolution is proposed shall be mailed to each member of the Association at least 21 days before the date of the meeting. For all other General Meetings, at least 14 days written notice is required. In the case of special business, the written notice shall include a description of the general nature of that business. 18

12. The inadvertent omission to give notice of a General Meeting to or the non-receipt of such notice by any member shall not invalidate the proceedings at the meeting. Proceedings at General Meetings 13. No business shall be transacted at any General Meeting unless a quorum of at least 25 Regular, Associate or Honorary members (as the case may be) is present at a time when the meeting proceeds to business. 14. If within half an hour from the time appointed for the meeting, a quorum is not present, the meeting, if convened upon the requisition of Regular, Associate or Honorary members (as the case may be), shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the President, or in her absence, the First Vice-President may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the Regular, Associate or Honorary members (as the case may be) present shall be a quorum. 15. The President, or in her absence, the First Vice-President, shall preside as Chairperson at every General Meeting of the Association. If at any meeting the President or First Vice-President shall not be present within 15 minutes after the time appointed for holding the meeting, one of the members of the Executive Board of the Association shall preside, or if no Executive Board member is present or willing to take the chair, the Regular members present shall choose one of themselves to be Chairperson. 16. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by at least two Regular or Associate or Honorary members present in person. Unless a poll is so demanded, a declaration by the Chairperson that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the Minutes of the Association shall be conclusive evidence of the fact. 17. If a poll is duly demanded it shall be taken in such a manner as the Chairperson directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. 18. In the case, of an equality of votes, whether on a show of hands or on a poll, the Chairperson of the meeting shall be entitled to a second or casting vote. 19. An Ordinary Resolution shall be passed by a simple majority of the Regular, Associate and Honorary members (as the case may be) present. Special Resolutions 20. Special resolutions may be presented to the membership through resolutions of the Executive Board or upon the written petition of Regular or Honorary members constituting not less than ten percent of all Regular and Honorary members. Notice in writing specifying the intention to propose a Special Resolution must be sent to members of the association at least twenty-one days before the meeting at which the Special resolution is submitted to be passed. Special resolutions must be passed by a majority of not less than three-fourths of the Regular, Associate and Honorary members (as the case may be) present at that meeting and Special Resolutions, when passed, must be filed in printed form with the Registrar of Companies within 15 days, and copies thereof included in every copy of the Articles of Association issued thereafter. 19

Votes of Members 21. Regular, Associate and Honorary members are entitled to vote and each member is entitled to one vote. 22. In every notice calling a meeting of the Association, there shall be a statement that a member entitled to attend and vote is entitled to appoint a proxy. (a) A proxy or attorney must be a Regular, Associate or Honorary member of the Association. A proxy shall be appointed in writing and signed by the person appointing the proxy. (b) The instrument appointing a proxy shall be deposited at the Office of the Association not less than 48 hours before the time of holding the meeting at which the person named in such instrument proposes to vote. (c) Any instrument appointing a proxy shall, as nearly as circumstances permit, be in the following form: I of (address), being a member of the American Women s Association of Hong Kong Limited, hereby appoint of (address), as my proxy to vote for me and on my behalf at the (Annual/Extraordinary) General meeting/business Meeting of the Association to be held on the day of and at any adjournment thereof. Signed this day of, 20. This form is to be used in favor of / against the resolution. Unless otherwise instructed, the proxy will vote as she sees fit. (d) Any form issued to a member of the Association by the Executive Board for use by her for appointing a proxy to attend and vote at a meeting of the Association shall be such as to enable the member, according to her intention, to instruct the proxy to vote in favor of or against (or, in default of instructions, to exercise her discretion in respect of,) each resolution dealing with any special business to be transacted at the meeting. Honorary President 23. The Honorary President shall be the wife of the senior Consular Official of the United States resident in Hong Kong. She shall serve as an ex-officio member of the Executive Board and shall rank as an Honorary member of the Association during her residence in Hong Kong. Should the senior Consular Official resident in Hong Kong be unmarried, the wife of the next senior Official shall be Honorary President. Notwithstanding the foregoing, should the senior Consular Official resident in Hong Kong be a woman, then she shall be Honorary President. Officers 24. Officers shall be President, First Vice-President, Second Vice-President, Third Vice-President, Recording Secretary, Treasurer, Community Service Coordinator, Charitable Projects Coordinator, and Education and Scholarship Chairperson. President, First Vice-President, Second Vice-President, Third Vice-President, Recording Secretary, and Treasurer shall be Regular or Honorary members; Community Service Coordinator, Charitable Projects Coordinator, and Education and Scholarship Coordinator shall be Regular, Honorary or 20

Associate members. Officers shall be elected at the Business Meeting to be held in April every year for a term of one year starting from 1st July in every year. No officer shall be eligible for re-election to the same office after having served two consecutive full terms until the expiration of one year. 25. In the case of a vacancy in the office of President, the First Vice-President shall accede to the office. Any vacancy occurring in the offices of First Vice-President, Second Vice-President, Third Vice-President, Recording Secretary and Treasurer shall be filled by Regular or Honorary members, and any vacancy occurring in the offices of Community Service Coordinator, Charitable Projects Coordinator, and Education and Scholarship Coordinator shall be filled by Regular, Associate or Honorary members, nominated by the Executive Board and elected by the Association at a General Meeting. Nominations for the vacant office may also be made from the floor at the General Meeting. All Officers elected to fill a vacancy shall serve for the remaining unexpired term. 26. The President shall preside at all meetings of the Association and of the Executive Board. She shall coordinate all programs of work and be an ex-officio member of all committees, except the Nominating Committee. She shall appoint, with the approval of the Executive Board, Chairperson of Committees for the current year, with the exception of the Finance and Budget Committee. The President s signature shall be authorized to operate all bank accounts in the absence of the Treasurer. 27. The First Vice-President, Ways and Means, in the absence of the President, shall perform the duties of the President. She shall coordinate all programs of Ways and Means and be an exofficio member of all fund raising committees. She shall not be a member of the Nominating Committee. The First Vice-President s signature shall be authorized to operate all bank accounts in the absence of the Treasurer and at the direction of the President. The Second Vice-President, Membership, in the absence of the President and the First Vice- President, shall perform the duties of the President. She shall coordinate all programs that provide membership services and be an ex-officio member on all membership service committees. She shall not be a member of the Nominating Committee. The Third Vice-President, Members Activities, in the absence of the President and the First Vice-President and the Second Vice-President, shall perform the duties of the President. She shall coordinate all programs that provide members activities and be an ex-officio member of all members activities committees. She shall not be a member of the Nominating Committee. 28. The Recording Secretary shall keep a record of all General and Executive Board meetings, and of all annual reports. She shall keep the Register of Executive Board members and shall file with the Registrar of Companies all necessary returns and particulars. She shall be responsible for the custody of the Seal of the Association. 29. The Treasurer shall keep proper books of accounts in the manner hereinafter prescribed by Article 47. All monies received by the Association shall be paid into a bank named by the Executive Board and the signature of the Treasurer shall be authorized to operate all bank accounts held by the Association. She shall make monthly and annual financial reports and shall serve as Chairperson of the Finance and Budget Committee. 30. The Community Service Coordinator shall coordinate all community service projects of the Association. 31. The Charitable Projects Coordinator shall coordinate all the Association s donations to and contact with Hong Kong Charitable Organizations. Executive Board 21