NATIONAL PEACE CORPS ASSOCIATION

BY-LAWS

(As Amended in July, 2000)

ARTICLE I - GENERAL

§1.1 Name; Incorporation - The name of this organization shall be the National Peace Corps Association (herein "NPCA"). This organization was incorporated on July 13, 1983 under the General Non-Profit Corporation Act of the State of North Carolina.

§1.2 Mission and Goals

The Mission of the National Peace Corps Association is: 'To continue to work for world peace, understanding and well-being with an emphasis on bringing the world back home' and the Goals of the National Peace Corps Association are to:

a. Educate the public about other countries and cultures.

b. Support the network of Peace Corps alumni and groups.

c. Promote domestic and international community service.

d. Advance policies and programs consistent with the Peace Corps experience.

e. Ensure the continued success of the Peace Corps.

f. Mobilize the Peace Corps community to make a significant contribution toward world peace.

g. Strengthen the NPCA's financial capacity to achieve its mission.

§1.3 Headquarters and Location of Meetings - The headquarters of the NPCA shall be in the city of Washington, D.C., or its environs and all general meetings shall be held there or in any such place in the United States as the Board of Directors shall from time to time designate.

§1.4 Voluntary Service; Reimbursements - Holding an office or directorship in the NPCA is on a strictly voluntary basis. No officer or director shall, at any time, receive any compensation of any form at the expense of the NPCA treasury with the exception that officers or directors may be reimbursed for prearranged and valid expenses incurred by them on behalf of the NPCA. All claims must be recognized and approved by the Treasurer within two (2) months of the date when the expense was incurred.

ARTICLE II - MEMBERS

§2.1 Members - Any former Peace Corps Volunteer or staff member who has paid the membership fee as an individual or through an Affiliate Organization shall be a General Member of the NPCA. For the purpose of these by-laws, a person shall be considered to have been a Peace Corps Volunteer or staff member if he or she was sworn into the Peace Corps. Any other person who has paid the membership fee shall be an Associate Member of the NPCA.

§2.2 Membership Fee - The annual membership fee structure shall be determined by the Board of Directors.

§2.3 Membership Rights and Privileges

A. The General Membership shall have the following rights:

1. To vote for the NPCA's Board of Directors, as prescribed in Article IV of these by-laws.

2. To vote for any measures brought before it at the NPCA's Annual General Meeting or through any other action of the Board;

3. To attend any meeting of the NPCA's Board of Directors or its Committees; and

4. To receive the NPCA's newsletter and to benefit from any other services provided to the General Membership.

B. Associate Members may attend any meeting of the Board of Directors or its Committees, but shall not have the right to vote for the NPCA's Board of Directors or any other measures brought before the General Membership. Associate Members shall receive the NPCA's newsletter and, as determined by the NPCA's Board of Directors, shall benefit from any other services provided to the General Membership.

ARTICLE III-MEMBER ORGANIZATIONS; PRESIDENTS' FORUM; ASSOCIATE GROUPS; PVOs;

§3.1 Member Organizations

A. Any RPCV Group based on geographic area or country of service may become a Member Organization of the NPCA provided it complies with the following requirements: (Note: current Interest Groups as of 7/98 are included as Member Organizations.)

1. A membership registration or official affiliation in that organization of at least ten (10) current Members of the NPCA;

2. The general agreement of its organizational purposes with those of the NPCA, as determined by the NPCA's Board of Directors.

3. The convening of at least one general meeting per year of that organization's membership with a report of that meeting being sent to the NPCA; and

4. The payment of an annual affiliation fee to the NPCA in an amount to be determined by the Board of Directors of the NPCA.

B. The list of new and current Member Organizations shall be declared twice each year by resolution of the NPCA's Board of Directors during its annual and mid-year meetings.

§3.2 Presidents' Forum

A. Composition - The Presidents' Forum will consist of the Forum Coordinator and one selected representative from each Member Organization of the NPCA, but shall not include the Associate Groups in §3.3 nor the Private Voluntary Organizations as described in §3.4 below.

B. Purpose - The purposes of the Presidents' Forum are:

1. To facilitate communication and cooperation between RPCV groups.

2. To facilitate communication from the RPCV groups to the Board of Directors of the NPCA and to provide advice to the Board of Directors.

3. To provide direction to the Board of the NPCA on issues concerning the RPCV groups.

C. Meetings - The Presidents' Forum will meet once per year in conjunction with the Annual General Membership Meeting of the NPCA. A steering committee consisting of one representative from each region or division of affiliated groups, as defined by the Board of Directors, will be responsible for setting the agenda for the Presidents' Forum meeting. Representatives from groups affiliated through the NPCA may vote and present motions at the Presidents' Forum meeting. Representatives of groups not affiliated through the NPCA may speak or make presentations at the Presidents' Forum meeting at the discretion of the Coordinator, but may neither vote nor present motions.

D. Coordinator - A Presidents' Forum Coordinator will be elected by the members of the Presidents' Forum at the Presidents' Forum meeting. This person will serve a two-year term as a voting member of the Board of Directors of the NPCA, as more fully described in §4.1.B below. The Coordinator will also serve as the Chair of the Presidents' Forum steering committee, and will be responsible for coordinating the annual meeting of the Presidents' Forum.

E. Relationship to the Board of Directors - The Presidents' Forum will provide advice to the Board of and may present written motions to the Board which must be considered at its next meeting. Action by the Board of Directors on motions passed by the Presidents' Forum will be reported to the Presidents' Forum Coordinator by the Chair of the Board of Directors within 30 days after the Board meeting at which the motions are considered.

§3.3 Associate Groups - Any Peace Corps related group not eligible as a Member Organization (3.1) may become an Associate Group of the NPCA, provided it meets the requirements:

A. Its purposes and goals are deemed compatible with those of the NPCA, as determined by the Board of Directors of the NPCA; and

B. It pays an association fee to the NPCA in an amount to be set by the Board of Directors of the NPCA; and

C. It meets criteria set by the Board of Directors of the NPCA for Associate Groups.

Associate Groups may attend any meetings of the Board of Directors, its committees, the Annual General Meeting and Presidents' Forum. They will not have a vote in the Presidents' Forum. They will not share in membership dues. Benefits to Associate Groups will be determined by the Board of Directors of the NPCA.

§3.4 Private Voluntary Organizations - A private voluntary organization ("PVO") may affiliate with the NPCA, but shall not be considered a Member Organization of the NPCA, provided that it meets the requirements:

A. Its purposes and goals are deemed compatible with those of the NPCA, as determined by the Board of the NPCA; and

B. It pays an affiliation fee to the NPCA in an amount to be set by the Board of the NPCA; and

C. The NPCA may, upon request, become an affiliate of that PVO if the Board of Directors determines that such an affiliation is appropriate.

ARTICLE IV - BOARD OF DIRECTORS - COMPOSITION; ELECTION; POWERS AND DUTIES

AMENDMENT #1:

§4.1 Composition and Terms - The Board of Directors shall consist of not fewer than twenty-five (25) twelve (12) and not more than thirty (30) eighteen (18) Members who shall be determined in accordance with the procedures set forth in this Article IV. Categories of Directors are as follows:

Eighteen (8) Directors (18) are elected directly by the General Membership for three (3)-year terms.

One (1) Directorship is reserved for the Coordinator of the Presidents' Forum for a twothree (3)-year term.

Between six (6) and eleven (11) nine (9) Directors are appointed by the Board of Directors for varying terms as shown below.

A. Elected Directors - Eighteen (18) Directors shall be elected directly by the General Membership. Each elected Director shall serve for a term of three (3) years, with six (6) three (3) elected each year depending upon the allocation of Directors; such term shall commence at the start of the Annual Meeting immediately following his or her election and shall end at the start of the Annual Meeting three (3) years after that at which his or her term commenced. Such Directors shall be nominated and elected in accordance with the procedures set forth in this Article IV and shall represent the following constituencies:

1. U.S. Geographic Regional Representatives - One (1) such Directorship shall be reserved for each of three (3) to four (4) U.S. regions, the number and composition to be determined from time to time by the Board, and shall be filled by a representative elected by the General Membership. living in that region.

2. Peace Corps Geographic Regional Country of Service Representatives - One (1) such Directorship shall be reserved for each of the Peace Corps’ world regions, the number and composition to be determined from time to time by the Board, and shall be filled by a representative elected by the mGeneral Membership. who served as Peace Corps volunteers or staff in that region.

B. Presidents' Forum Coordinator - One Directorship shall be reserved for the current Coordinator of the Presidents' Forum; such Coordinator shall be elected by the members of the Presidents' Forum in accordance with the procedure set forth in §3.2 above and shall serve as a Director for a term of two (2) three (3) years or until he/she is succeeded as Coordinator.

C. Appointed Directors - At any given time, there shall be an equal number of appointed Directors as there are elected Directors as described in §4.1.A and §4.1.B. There shall be no fewer than six (6) and no more than eleven (11) nine (9) appointed Directors serving on the Board. Such Directors shall be appointed as follows:

1. Three (3) Directors may be nominated by the Chair and approved by of the Board of Directors. Such Directors shall be appointed after the Chair has assumed office at the Annual Meeting and shall serve for a term of one (1) year which shall commence immediately upon their appointment and shall end upon appointment of their successors by the next Chair at the next Annual Meeting. In the event that the Chair appoints nominates and the Board nominates fewer than three (3) Directors, the remaining Directorship(s), at the Chair's option, may be filled by the Chair at a later date for a term which shall end at the next Annual Meeting or may be filled by the Board at the Annual Meeting for a term of one (1) year. If filled by the Board, the appointment is included in addition to the number of appointed Directors permitted under §4.1.C.2 below. Directors appointed for one-year terms shall be ineligible to hold office during the term of such Directorships.

2. No fewer than three (3) and no more than eleven (11) nine (9) Directors shall be appointed by the Board in any given year, and shall include those described in §4.1.C.1 above. Such Directors shall be appointed at the Annual Meeting of the Board of Directors at some time following the election of the Board officers and shall each serve for a term of one (1) to three (3) years from the date of appointment. The terms of office for these appointed Directors shall commence immediately upon their appointment and shall end upon appointment of their successors by the Board of Directors at the next Annual Meeting.

D. Term Limits - Any person who has served seven (7) consecutive years as a Director in any capacity must leave the Board for at least one (1) year before resuming a Directorship, whether by election or appointment.

AMENDMENT #2:

Transition - To effectuate the right-sizing of the Board as described in Amendment #1, Tthe Board shall form a Nominating Committee who shall formulate and implement a plan to effect the transition from the structure of the Board as it existed prior to July, 1993(date of adoption of amendment #1) and the structure of the Board as set forth in these by-laws. The Board shall use all reasonable efforts to ensure that such transition plan shall not abbreviate the term of any Director elected prior to July 1993; however, the number of appointed directors may be fewer than provided for in §4.2.C above until such transition is completed.. Once the Nominating Committee has completed its work and a complete set of new Members have been elected, the former Board—which may include Members previously serving as Directors—shall dissolve itself, and immediately become reconstituted by the newly elected Board. The Board will then elect its Chair, who will nominate up to three (3) Directors for consideration for appointment by the Board, as described in §4.1.C.1 above. The Board will then consider additional appointments, as described §4.1.C.2

E. Honorary Directors - The Board may elect individuals as honorary Directors.

1. Honorary Directors may be of two classifications:

a. Past Chairs and/or Directors of the NPCA who have completed their terms, but whose continued participation is desired and advantageous to the NPCA; or

b. Individuals who share the missions and goals of the NPCA but whose professional positions do not allow their full participation as voting members of the Board or who are otherwise ineligible for a Directorship.

2. Honorary Directors may attend and participate in all Board and committee meetings of the NPCA but shall have no voting privileges nor be counted in determining whether a quorum is present.

§4.2 Nomination - Candidates for the elected Directorships shall be nominated according to the following process:

A. Qualification - Nomination for the position of elected Director is open only to General Members. Nominees may run in only one category.

B. U.S. Geographic Regional Representative - A candidate for Regional Representative may be nominated either (a) by the signed petitioning of the President or Secretary of a U.S. Geographic Rregional Member Organization certifying that the nominee was selected to be the representative candidate of that Member Organization or (b) as an at-large candidate by the signed petitioning of at least ten (10) other General Members. living in the same Region.

C. Country of ServicePeace Corps Geographic Regional Representative - A candidate for Country of Service Peace Corps Geographic Regional Representative may be nominated either (a) by the signed petitioning of the President or Secretary of a Country of Service Peace Corps Geographical Member Organization certifying that the nominee was selected to be the representative candidate of that Member Organization or (b) as an at-large candidate by the signed petitioning of at least ten (10) other General Members. who served in the same Region.

D. Petitions - Petition forms may be obtained from the NPCA office. No General Member and no President or Secretary may sign the nominating petition of more than one nominee for any given election. Each petition must include the signed statement of the nominee that the nomination is made with his or her permission and that he or she will serve on the Board if elected.

E. Nomination Period - The nomination period shall be at least two (2) months in duration, shall commence at least four (4) months prior to the Annual Meeting and shall terminate at least two (2) months before the Annual Meeting.

§4.3 Election - Directors shall be elected according to the following process:

A. Ballots and Balloting

1. At least two (2) months prior to the Annual Meeting, an appropriate ballot of properly nominated candidates shall be mailed to each General Member.

2. Each ballot shall contain two sections:

a. One section shall contain the names of the nominees for Country of Service U.S. Geographic Regional Representative. Each General Member may vote for one (1) candidate from among the nominees. for the Region in which the General Member served.

b. The other section shall contain the names of the nominees for Peace Corps Geographic Regional Representative. Each General Member may vote for one (1) candidate from among the nominees. for the Region in which the General Member lives.

3. The Ballot shall contain at least each nominee's name, city and state of residence, membership with Member Organization(s) and the name of the nominating Member Organization (if any). The Board may also ask each candidate to submit, in a form to be determined by the Board, a brief individual statement as to why the individual wants the position and what he or she would do if elected.

4. The period of voting shall be at least one month in duration, the closing date for which shall be determined by the Board of Directors.

B. Counting of Ballots; Ties

1. The counting of the Ballots shall rank the nominees in order of the number of votes each has received. The candidate for Regional Representative with the highest vote tally in a Region shall be elected as the Director from that region.

2. If necessary, ties shall be decided by a public toss of a coin by the current Chair at the beginning of the summer meeting of the Board of Directors. The winner of the coin toss shall receive the three-year elected term of office. The other candidate shall be appointed to the Board under §4.1.C.2 above.

The names of the candidates who were not elected as Directors shall be submitted to the Board for consideration as candidates for one of the appointed Directorships, but the Board shall be under no obligation to appoint such candidates.

C. Notification - Official notification to those persons newly elected to the Board shall be mailed as soon as the counting has been completed, but no later than one (1) one month prior to the Annual Meeting and may be mailed sooner if appropriate. Unofficial notification may also be given by telephone or other means as soon as the results have been determined in accordance with these by-laws.

D. Disqualification - Failure to attend the Annual Meeting during which the newly elected Director's term commences will result in the disqualification of that Director and his or her replacement by the nominee having the next highest vote tally, as specified in §4.3.B.1. Waiver of this attendance provision can be granted for just cause by a majority vote of the newly elected Board which is present at the Annual Meeting.

E. Election Oversight - Oversight of the nomination and election process will be carried out by a Committee of the Board of Directors.

§4.4 Powers and Duties:

A. Property and Affairs - The Board of Directors shall have responsibility and authority for the general management and control of all the property and affairs of the NPCA and shall exercise all the powers of the NPCA, excepting such powers as are specifically conferred by law or under these by-laws upon the General Membership or employees of this corporation.

B. Annual General Membership Meeting - The Board of Directors shall conduct an Annual General Membership Meeting as described in Article VII.

C. Board of Directors Meetings - The Board of Directors shall meet at least annually. The Annual Board of Directors Meeting shall be held in conjunction with and following the Annual General Membership Meeting, or at some other date and place designated by the Board of Directors. Notice for the Annual Board of Directors Meeting shall be given to all General and Associate Members at least two (2) months prior to the meeting. The Agenda and the procedures for conducting the Annual Board of Directors Meeting shall be set and can be amended only by the Board of Directors. The Board of Directors may provide, by resolution, the time and place for holding additional Board meetings without notice other than the mailing of the meeting resolution to all of the Board Members at least two weeks prior to the planned meeting.

D. Special Meetings; Notice - Notice of a special meeting of the Board of Directors shall be given by or at the direction of the person or persons calling such special meeting by written notice delivered personally or mailed to each director or given by telegram or facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the director at his or her business address, with postage thereon prepaid. If given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If given by facsimile, such notice shall be deemed to be delivered upon confirmation of transmission by the sending fax machine.

E. Quorum - A majority of the number of directors properly holding office pursuant to these by-laws when a meeting of the Board of Directors is convened shall constitute a quorum for the transaction of business at any such meeting.

F. Manner of Acting - The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors in its entirety.

G. Presumption of Assent - A director who is present at a meeting of the Board of Directors at which action on any matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

H. Informal Action by Directors - Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action, a written consent thereto is signed by all members of the Board or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee. In addition, action may be taken by the Board of Directors or any committee there-of by conference telephone call or other electronic means of group communication, provided that each member of the group has been given notice.

I. Vacancies

1. Procedures for Filling a Vacancy - A director elected or selected to fill a vacancy in an elected directorship shall be a member of and shall represent the same constituency as his or her predecessor in office. A replacement director, whether for an elected or appointed directorship, shall serve for the remaining unexpired term of his or her predecessor in office.

a. In the event of a vacancy in an elected directorship where the term remaining to be served is eighteen (18) months or greater, the vacancy shall be filled during the next regular election.

b. In the event of a vacancy in an elected directorship where the term remaining to be served is less than eighteen (18) months, the Board of Directors, at its option, may decline to act if appropriate, may declare the position eligible to be filled during the next regularly scheduled election, or may appoint a replacement according to the following procedure. The Chair shall request nominations from the presidents of the various Member Organizations in that Region and the Board of Directors shall select a replacement from among such nominees by the affirmative vote of a majority of the quorum at a regular or special meeting or in accordance with 4.4H above.

c. In the event of a vacancy in an appointed directorship, any director may nominate one or more candidates to fill such vacancy, and the Board of Directors shall choose a replacement director from among such nominees.

d. In the event of a vacancy in the directorship reserved for the President's Forum Coordinator, the Chair may appoint a replacement.

2. Temporary Representative - Where any vacancy in an elected directorship would result in the affected constituency's having no representation at a meeting of the Board of Directors, the Chair may (but shall not be required to) invite an individual from that constituency to attend the meeting in a non-voting capacity.

3. Powers of Board in Event of Vacancies - The Board of Directors shall have and may exercise all of its powers notwithstanding the existence of one or more vacancies in its number, provided that at least two (2) directors are in office.

4. Vacancy Declared Where Director Misses 3 Meetings - If any director misses three (3) consecutive board meetings, the Board may declare the position vacant and the vacancy declaration may be made any time after the beginning of the third such meeting. This section of these By-Laws shall serve as notice and no other notice to such absent director is required.

J. Removal of Directors - Any director may be removed by the vote of three-fourths of the Directors whenever, in their judgment, the best interests of the NPCA will be served thereby.

K. Officers - The officers of the Board shall be elected at the Annual Meeting from among and by the newly-installed Board, including the newly-appointed Directors, and shall consist of a Chair, a Vice-Chair, a Secretary and a Treasurer, as further described in Article V below.

§4.5 Committees - The Board of Directors may, by resolution, designate one or more committees, including, if the Board shall so determine, an executive committee. Each of these committees shall consist of two (2) or more of the directors and, to the extent provided in such resolution, shall have and may exercise all the authority of the Board of Directors. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

ARTICLE V - OFFICERS

§5.1 Numbers - The officers of the NPCA shall consist of a Chair, a Vice Chair, a Secretary and a Treasurer, the duties of which are described in §5.5 below. Such assistant officers as may be deemed necessary may be appointed by the Board of Directors. No person may hold more than one office.

§5.2 Elections and Term of Office - The officers of the NPCA shall be elected at the Annual Meeting in the manner prescribed in §4.4.K of these by-laws and shall serve until the election of their successors at the following Annual Meeting, or until being removed in a manner provided by these by-laws.

§5.3 Removal of Officers - Any officer may be removed by the vote of three-fourths of the Directors whenever, in their judgment, the best interests of the NPCA will be served thereby.

§5.4 Vacancies - A vacancy in any office because of death, resignation, removal, disqualification or otherwise must be filled by the Board of Directors for the unexpired portion of the term of such office within sixty (60) days of the vacancy; however, if there are sixty (60) or fewer days remaining until the next Annual General Meeting, the vacancy may but need not be filled.

§5.5 Officers' Duties

A. Chair - The Chair, subject to the directions of the Board of Directors, shall generally supervise and control all of the business and affairs of the NPCA and perform all duties incident to the office of the Chair and such other duties as may be assigned to him or her from time to time by the Board of Directors. The Chair shall:

1. Preside at all meetings of the NPCA.

2. Chair the Board of Directors.

3. Be official representative of the NPCA in matters involving groups external to it.

4. Be an ex-officio member of all committees.

5. Vote in the event of a tie at Annual General Meetings and Director's meetings, and only in such event.

6. Appoint committee chairs and members.

7. Present a written report at the Annual General Meeting.

B. Vice-Chair - In the absence of the Chair or in the event of death, inability or refusal to act, the Vice-Chair shall perform the duties of the Chair and, when so acting, shall have all powers of and be subject to all the restrictions upon the Chair. A Vice-Chair shall, in general, perform such duties as from time to time may be assigned by the Chair or the Board of Directors.

C. Secretary - The Secretary shall keep the minutes of the meetings of the Board of Directors and General Meetings; give or provide for the giving of all notices in accordance with the provisions of these by-laws or as required by law; be custodian of the NPCA records and of the seal of the NPCA and provide that the seal of the NPCA is affixed to all documents the execution of which on behalf of the NPCA under its seal is duly authorized; and, in general, perform all duties as from time to time may be assigned by the Chair or the Board of Directors.

D. Treasurer - The Treasurer shall be responsible for carrying out the mandates of the Board of Directors in overseeing the financial resources of the NPCA including, but not limited to, cash, securities, stocks, bonds, and all other property, personal or real, owned by the NPCA; shall, working with designated staff, cause to be kept all the books of account of the business and transactions of the NPCA; shall chair the Finance Committee and shall insure that the annual accounts are properly audited by an independent certified public accountant.

ARTICLE VI - EMPLOYEES

§6.1 President - The President:

A. Shall be the chief executive officer of the NPCA and, subject to the direction of the Board, shall have general charge of the affairs and property of the NPCA.

B. May, with any other officer duly authorized, sign and execute in the name of the NPCA deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board, except in cases where the signing and execution shall be expressly and exclusively delegated by the Board to some other officer or agent.

C. Shall be an ex-officio member of all committees (except those directly related to the evaluation and compensation of the President's performance).

D. Shall develop and supervise programs which are consistent with the purposes of the NPCA and which are approved by the Board of Directors and shall carry out such other duties as may be directed by the Board.

E. Subject to the direction of the Chair, shall be an official representative of the NPCA in matters involving groups external to it.

F. Shall submit an annual written report to the Board of Directors prior to its annual meeting.

§6.2 Staff - The President may appoint staff assistants whose positions have been authorized by the Board, and may dismiss such assistants without specific authorization of the Board provided that policies of the NPCA with respect to employment are followed. By specific authorization of the Board of Directors, payment of salaries will be allowed for those persons filling such authorized staff positions.

ARTICLE VII - ANNUAL GENERAL MEETING

§7.1 Meeting - The Annual General Meeting of the NPCA shall be held at a place, date and time as set by a majority vote of the Board of Directors or at some other place, date, and time to be designated at the previous Annual General Meeting.

§7.2 Notice - A written or printed notice of the Annual General Meeting must be given to the Members in hand or by mail at least two months in advance of said meeting. It shall be the duty of each Member to notify the Secretary of his or her post office address, said address to be recorded on the books of the NPCA and notice to this address to be considered proper notice. Notice of the Annual General Meeting shall include copies of the text of any proposed amendment to these by-laws.

§7.3 Quorum - The quorum for the transaction of all business shall consist of the number of Members present at the beginning of the Annual General Meeting as established by a count for that purpose as the first order of business.

§7.4 Agenda - At the Annual General Meeting, the order of business shall be as follows:

A. Establishment of quorum.

B. Reading of minutes of last Annual General Meeting.

C. Reports of Officers and Directors.

D. Reports by Chairs of Standing Committees.

E. Unfinished Business.

F. New Business.

G. Adjournment.

§7.5 Resolutions from Members - Any general member wishing to present a resolution before the Annual General Meeting may do so, provided that such resolution is presented to the Secretary no later than 5:00 p.m. of the day prior to the start of the Annual General Meeting.

§7.6 Vote Required - The vote of a majority of the number of Members established as the quorum in accordance with §7.3 above shall be sufficient to decide any question unless otherwise specifically stated elsewhere in these by-laws, in which case such express provision shall prevail.

§7.7 Proxy - There will be no proxy voting in the NPCA.

§7.8 Rules of Procedure - The Annual General Meeting shall be governed by common courtesy. Every Member and Associate Member may attend business meetings and participate in debates, provided that time allows and order is preserved in the judgment of the presiding officer. In the event of questions of procedure, the presiding officer shall refer to Robert's Rules of Order (Newly Revised) to the extent necessary, insofar as these rules are not inconsistent with or in conflict with the articles of incorporation, these by-laws, or provisions of law.

§7.9 Postponement - If for any reason the Annual General Meeting shall not be held as herein provided, then it may be postponed only once, for not more than one month, and by a majority vote of the entire Board of Directors, in which case authority shall remain vested in the incumbent directors and officers to continue in office until the delayed Annual General Meeting shall be held. Notice must be sent out and decisions made at the delayed Annual General Meeting which will have the same force and effect as if they had been adopted at the regular Annual General Meeting.

ARTICLE VIII - BY-LAWS: DISTRIBUTION AND AMENDMENT

§8.1 Distribution of By-Laws - The Secretary shall make the current by-laws, as amended, available to Members and other interested parties for a nominal charge to cover the cost of duplication, postage and handling; provided, however, that one set of the by-laws shall be available at no charge to each Member attending the Annual General Meeting.

§8.2 Amendment of By-Laws

A. Required Vote - These by-laws may be altered, amended or repealed and new by-laws may be adopted by balloting of the general membership in accordance with the procedures described in this §8.2. The affirmative vote of two-thirds of the ballots returned during the voting period shall be required to repeal or amend these by-laws.

B. Submission of Proposed Amendments - The Board of Directors or any twenty-five General Members of the NPCA can submit proposed amendments. Proposed amendments must be submitted in writing to the Secretary no later than three (3) months preceding the Annual General Meeting. The cost of inclusion in the notice of any proposed amendments greater than one typewritten page in length shall be borne by the party submitting them.

C. Balloting - The Secretary shall mail the proposed by-laws changes and ballots to the General Membership at least two (2) months before the General Membership meeting. The period of voting shall be at least one (1) month in duration, with the closing date to be determined by the Board of Directors. Ballots may be returned by mail, by facsimile, or by hand.

ARTICLE IX - MISCELLANEOUS

§9.1 Contracts - The Board of Directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name and on behalf of the NPCA, and such authority may be general or confined to specific instances.

§9.2 Loans - No loans shall be contracted on behalf of the NPCA and no evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors, and such authority may be general or confined to specific instances.

§9.3 Checks, Drafts and Notes - All checks, drafts, or other orders for the payment of money and all notes or other evidences of indebtedness issued in the name of the NPCA shall be signed by such officer or agent of the NPCA and in such manner as shall from time to time be determined by the Board of Directors or specified in these by-laws.

§9.4 Deposits - All funds of the NPCA not otherwise employed shall be deposited from time to time to the credit of the NPCA in such banks or other depositories as the Board of Directors may from time to time select.

§9.5 Seal - A seal, if necessary to incorporate, shall be provided for.

§9.6 Indemnification - Each person who at any time is or shall have been a director or officer of the NPCA, or is or shall have been serving at the request of the NPCA as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, and his or her heirs, executors and administrators, shall be indemnified by the NPCA in accordance with and to the full extent permitted by the law as in effect at the time of adoption of this by-law or as amended from time to time. The foregoing right of indemnification shall not be deemed exclusive of other rights to which any director, officer, employee, agent or other person may be entitled in any capacity as a matter of law or under any by-law, agreement, vote of directors, or otherwise. If authorized by the Board of Directors, the NPCA may purchase and maintain insurance on behalf of any person to the full extent permitted by the law as in effect at the time of the adoption of this by-law or as amended from time to time.

§9.7 Respecting Certain Contracts - Directors of the NPCA may be connected with other corporations with which, from time to time, the NPCA has business dealings. No contract or other transaction between the NPCA and any other corporation and no act of the NPCA shall be affected by the fact that a director of the NPCA is pecuniarily or otherwise interested in or is a director or officer of such other corporation. In the absence of fraud, any director, officer or member of the NPCA, individually, or any firm in which such director, officer or member may have an interest, may be party to any contract or transaction to which the NPCA is a party, provided that the fact that he/she or such firm is so interested shall be disclosed or shall have been known to the Board of Directors or to a majority thereof. With respect to any profit or benefit realized on any such contract or transaction, no such director, officer or member shall be liable to account to the NPCA. Any such director may be counted in determining the existence of a quorum at any meeting of the Board of Directors and may validly vote for the purpose of authorizing, approving, or ratifying any such contract or transaction.

§9.8 Dividend, Profit and Compensation - No officer or director shall receive, by reason of such membership or directorship, any dividend, profit, or compensation from the NPCA, provided, however, that there shall be allowed reimbursement by the NPCA of reasonable expenses incurred on behalf of the NPCA in the course of any activity for the NPCA, by any member, director, or other officer of the NPCA. Claims for such reimbursement must be approved by the Board of Directors before actual reimbursement by the Treasurer. No claim for reimbursement may be approved which is made more than two (2) months after the expense was incurred.