BYLAWS OF THE WORLD CAMBODIAN CONGRESS FOR PEACE AND DEVELOPMENT, INC.

(WCCPD OR WCC)

ARTICLE 1 – OFFICE

SECTION 1. PRINCIPAL OFFICE

The principal office of The World Cambodian Congress for Peace and Development, Inc. also known under its acronym WCCPD or just WCC shall be located in Rockland County, State of New York or at such place within the Tri-State Area of Connecticut, New Jersey and New York as the Board of Directors may from time to time determine.

SECTION 2. CHANGE OF ADDRESS

The designation of the county or state of the corporation's principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within the Tri-State Area of Connecticut, New Jersey and New York by noting the changed address and effective date below, and such changes of address shall not be deemed, or required, an amendment of these Bylaws:

__________________________________________Dated________________, 19______

__________________________________________Dated________________, ________

SECTION 3. OTHER OFFICES

The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate.

ARTICLE 2 - NOT FOR PROFIT PURPOSE

SECTION 1. IRC SECTION 501 (c) (3) PURPOSE

This corporation is organized exclusively for one or more of the purposes as specified in Section 501 (c ) (3 ) of the Internal Revenue Code, including, for such purposes, the making of and distributions to organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code.

SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES

The specific objectives and purpose of this corporation Shall be:

To promote peace and harmony among all Cambodian families throughout the world, based primarily on Khmer heritage and to develop Cambodia into a modern society where democratic rules and human rights are respected and the welfare of its citizens is protected.

ARTICLE 3 – MEMBERS

SECTION 1. DETERMINATlON AND RIGHT OF MEMBERS

The corporation shall have three classes of members: Honorary Members, Supporting Members and Members (or Regular/Active Members). However, no member shall hold more than one membership in the corporation. Except as expressly provided in Section 2, paragraph 1 and 2 below, or provisions of Laws membership shall have the same rights, privileges, restrictions and conditions.

SECTION 2. QUALlFlCATlONS OF MEMBERS

The qualifications for membership in this corporation are as follows:

Paragraph 1 - HONORARY MEMBERS

Any personalities, Cambodians or friends of Cambodia who substantially contributed to the goals of the WCCPD for the benefits of Cambodia or its citizens, or directly contributed or played a major role in the enhancement of the well-being of the people of Cambodia shall be accepted as Honorary Members of the WCCPD if approved by the Board of Directors upon recommendation of the Executive Committee. Honorary members shall not have the rights of vote or representation, and should not be appointed member of the Executive Committee. However, they are exempt from paying membership fees.

Paragraph 2 - SUPPORTING MEMBERS

Any personalities, Cambodians or friends of Cambodia who substantially contributed to the WCCPD operations, either financially or through their own time involvement to enhance and to advance the goals of the WCCPD for the benefits of Cambodia and its citizens shall be accepted as Supporting Members of the WCCPD if approved by the Board of Directors upon recommendation of the Executive Committee. Supporting Members are also exempt from paying membership fees. However, they shall not have the rights of vote or representation, and should not be appointed member of the Executive Committee.

Paragraph 3 - MEMBERS (REGULAR/ACTIVE MEMBERS)

Any Cambodians or friends of Cambodia who are over 18 years old, willing and able:

To help enhancing and advancing the goals of the WCCPD for the benefits of Cambodia and its citizens;
To respect, protect and uphold the WCCPD Bylaws and Internal Rules and Regulations; and
To pay the membership fees and dues as stipulated by the WCCPD shall be accepted as Members (Regular/Active Members) of the corporation. This acceptance is based on the applicants' request and recommendation of two (2) other members, including Honorary and Supporting members. However, first time members shall be automatic but limited to the participants of the first convention of the WCCPD in its November 26th 1995 session in Suffern, Rockland County, New York.

Sections 3. ADMISSION OF MEMBERS

Applicants shall be admitted to membership if above conditions or any other conditions subsequently imposed by the Board of Directors are duly met.

SECTION 4. FEES AND DUES

No fees shall be charged for membership application to the corporation.

The annual dues payable to the corporation by members shall be Sixty US Dollars ($60)

(Please Note 4/97 Change in Annual Dues: Single Membership - $30; Family Membership - $40; Students - $10).

SECTION 5. NUMBER OF MEMBERS

There is no limit to the number of members the corporation may admit.

SECTION 6. MEMBERSHIP BOOK

The corporation shall keep a membership book containing the name and address of each member. Termination of membership shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the corporation's principal office.

SECTION 7. NON-LlABlLlTY OF MEMBER

A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.

SECTION 8. NON-TRANSFERABILlTY OF MEMBERSHIPS

No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member's death.

SECTlON 9. TERMINATION OF MEMBERSHIP

Membership shall terminate upon the occurrence of the following events:

Upon his or her notice of such termination delivered to the President or Secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.
lf this corporation has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the Secretary of the corporation. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the member's receipt of the written notification of delinquency.
After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation. Any person expelled from the corporation shall receive a refund of dues already paid for the current dues period.
All rights of a member in the corporation shall cease upon termination of membership as herein provided.

ARTICLE 4 - MEETINGS OF MEMBERS

SECTION 1. PLACE OF MEETINGS

Meetings of members shall be held at the principal office of the corporation or at such other place or places as may be designated from time to time by resolution of the Board of Directors.

SECTION 2. REGULAR MEETlNGS

Regular meeting of members shall be held on the first Saturday of September at 10: 00 AM, for the purpose of electing directors and transacting other business as may come before the meeting. If such date is not possible for any reason recognized and approved by the Board, this meeting shall be postponed to another date, but in no event other than force majeure should be later than November 30 of the same calendar year. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. Each member shall cast one vote, with voting being by ballot only. The annual meeting of members for the purpose of electing directors shall be deemed a regular meeting.

SECTlON 3. SPECIAL MEETINGS

Special meetings of the members shall be called by the Board of Directors, the Chairperson of the Board, the President and the General Secretary of the Executive Committee, or if different, by the persons specifically authorized under the laws of this state to call special meetings of the members.

SECTION 4. NOTICE OF MEETINGS

Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of Laws, notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the persons calling the meeting, to each member entitled to vote at such meeting. lf mailed, such notice shall be deemed to be delivered when deposited in the United States Mail addressed to the member at his or her address as it appears on the records of the corporation, with postage prepaid. Personal notification included notification by telephone or by facsimile machine, provided however, in the case of facsimile notification, the member to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty four hours of the first facsimile transmission.

The notice of any meeting of members at which directors are to be elected shall also state the names of all those who are nominees or candidates for election to the Board at the time notice is given. Whenever any notice of a meeting is required to be given to any member of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the Laws of this state, a waiver of notice in writing signed by the member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

SECTION 5. QUORUM FOR MEETINGS

A quorum shall consist of majority of voting members of the corporation.

Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of Laws, no business shall be considered by the members at any meeting at which the required quorum is not met, and the only motion which the Chairperson shall entertain at such meeting is a motion to adjourn.

SECTlON 6. MAJORITY ACTION AS MEMBERSHIP ACTION

Every acts or decisions done or made by majority of voting members present in person or by proxy at a duly hold meeting at which a quorum is met is the act of the members, unless the Articles of Incorporation, these Bylaws, or provisions of Laws required a greater number.

SECTION 7. VOTING RIGHTS

Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote. Election of Directors, however, shall be by written ballot.

SECTION 8. ACTION BY WRITTEN BALLOT

Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of Laws, any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to each member entitled to vote on the matter. The ballot shall:

set forth the proposed action provide an opportunity to specify approval or disapproval of each proposal indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of directors, state the percentage of approvals necessary to pass the measure submitted; and shall specify the date by which the ballot must be received by the corporation in order to be counted. The date set shall afford members a reasonable time within which to return the ballots to the corporation.

Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as specified in these Bylaws.

Approval of action by written ballot shall be valid only when the number of votes cast by ballots within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballots.

Directors may be elected by written ballot. Such ballots for the election of directors shall list the persons nominated at the time the ballots are mailed or delivered.

SECTION 9. CONDUCT OF MEETINGS

Meetings of members shall be presided over by the Chairperson of the Board, or, if there is no Chairperson or, in his or her absence, the Vice Chairman, the President of the Executive Committee or, in his or her absence, by the Vice President or, in the absence of all of these persons, by a Chairperson chosen by a majority of voting members present at the meeting. The Secretary of the corporation shall act as Secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

Meeting shall be governed by the corporation rules and such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of Laws.

ARTICLE 5 – DIRECTORS

SECTION 1. NUMBER

The number of directors initially constituting the entire Board shall be the number set forth in the Certificate of Incorporation. Thereafter the number constituting the entire Board shall be such number no less than three (3) nor more than twelve (12) as shall be determined by the Board of the Directors from time to time. No decrease of the number of the Directors constituting the entire Board shall shorten the term of any incumbent director.

SECTION 2. QUALlFlCATlONS

Directors shall be of the age of majority in this Tri-state area. Other qualifications for directors of this corporation shall be as follows:

Have basic understanding in Khmer culture and heritage; and
Willing and able to work to promote peace and harmony among all Cambodian families throughout the world based primarily on Khmer heritage and to develop Cambodia into a modern society where democratic rules and human rights are respected and the welfare of its citizens is protected.

SECTION 3. POWERS

Subject to the provisions of the Laws of this Tri-state area and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members if any, of this corporation. the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

SECTION 4. DUTlES

It shall be the duty of the directors to:

Perform any duties imposed on them collectively or individually by Laws, by the Articles of Incorporation or by these Bylaws;
Appoint and remove, employ and discharge, and except as otherwise provided in these Bylaws prescribe the duties and fix the compensation if any of all officers, agents and employees of the corporation;
Supervise all officers, agents and employees of the corporation to insure that their duties are performed properly;
Meet at such times and places as required by these Bylaws:
Register their addresses with the Secretary of the corporation and notices of meeting mailed or telegraph to them at such addresses shall be valid notices thereof.

SECTION 5. TERM OF OFFICE

The initial Directors shall be the persons named in the Certificate of Incorporation. Additional Directors may be selected as needed by the majority of the initial Directors. They shall served until the first annual meeting of the Board of Directors and until their successors shall be elected and shall qualify. The Directors shall be elected for a term of one year at the annual meeting of the Board of Directors by the majority of the entire board and each shall continue in office until their respective successors shall have been elected and qualified or until death resignation or removal.

SECTION 6. COMPENSATION

Directors shall serve without compensation except that a reasonable fee may be paid to directors for attending regular and special meetings of the Board. In addition they shall be allowed reasonable advance for reimbursement of expense incurred in the performance of their duties.

SECTION 7. PLACE OF MEETING

Meeting shall be held at the principal office of the corporation unless otherwise provided by the Board or at such other place as may be designated from time to time by resolution of the Board of Directors, including meetings through telephones and teleconferencing

SECTION 8. REGULAR MEETINGS

Regular meeting of the Board of Directors shall be held on the first Sunday of September at time and place fixed by the Board. However, if such date is not possible for reason accepted and approved by the Board, this meeting shall be postponed to another date, but in no event other than force majeure should be later than November 30 of the same calendar year.

SECTION 9. SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the Chairperson of the Board, the President and the Secretary or any two directors or if different by the persons specifically authorized under the Laws of this state to call special meetings of the Board. Such meetings shall be held at the principal office of the corporation or if different at the place designated by the person or persons calling the special meeting.

SECTlON l0. NOTICE OF MEETINGS

Unless otherwise provided by the Articles of Incorporation, these Bylaws or provisions of Laws, the following provisions shall govern the giving of notice for meetings of the Board of Directors:

Regular Meetings . At least Two (2) weeks prior notice shall be given by the Secretary of the corporation to each director of the Board. Such notice shall be written, may be given personally, by first class mail, by facsimile machine and shall state the place date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile notification, the directors to be contacted shall acknowledge personal receipt of the facsimile notice by a return message within twenty four hours of the facsimile transmission.
Special Meetings. At least one week prior notice shall be given by the Secretary of the corporation to each director of each special meeting of the Board. Such notice may be oral or written, may be given personally, by first class mail, by telephone but immediately followed by facsimile machine and shall state the place date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile notification/follow-up, the directors to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty four hours of the first transmission.
Waiver of Notice. Wherever any notice of a meeting is required to be given to any Directors of this corporation under provisions of the Articles of Incorporation, these Bylaws or the Laws of the state a waiver of notice in writing signed by the director whether before or after the time of the meeting shall be equivalent to the giving of such notice.
SECTION 11. QUORUM FOR MEETINGS

A quorum Shall consist of a majority of the member of the Board of Directors. Except as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of Laws no business shall be considered by the Board at any meeting at which the required quorum is not met and the only motion which the Chairperson shall entertain at such meeting is a motion to adjourn.

SECTION 12. MAJORlTY ACTION AS BOARD ACTION

Every acts or decisions done or made by a majority of the Directors present at a meeting duly held at which a quorum is met is the act of the Board of Directors unless the Articles of Incorporation, these Bylaws or provisions of Laws require a greater percentage or different voting rules for approval.

SECTION 13. CONDUCT OF MEETINGS

Meetings of the Board of Directors shall be presided over by the Chairperson of the Board or if no such person has been so designated or in his or her absence the Vice Chairman of the Board, or the President of the Executive Committee or in his or her absence the Vice-President of the Executive Committee or in the absence of each of these persons by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board provided that in his or her absence the chairperson shall appoint another person to act as Secretary of the Meeting.

Meeting shall be governed by the rules set forth by the Board of Directors insofar as such rules are not inconsistent with or conflict with the Articles of Incorporation, these Bylaws or with provisions of Laws.

SECTION 14. VACANCIES

Vacancies on the Board of Directors shall exist (1) on the death. resignation or removal of any director. and (2 ) whenever the number of authorized directors is increased.

Any director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary or the Board of Directors unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.

Directors may be removed from office, with or without cause, as permitted by and in accordance with the Laws of the state.

Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of Laws, vacancies on the Board may be filled by approval of the Board of Directors. lf the number of Directors then in office is less than a quorum, a vacancy on the Board may be filled by approval of a majority of the Directors then in office or by a sole remaining Director. A person elected to fill a vacancy on the Board shall hold office until the next election of the Board of Directors or until his or her death. resignation or removal from office.

SECTION 15. NON LIABILITY OF DIRECTORS

The directors shall not be personally liable for the debts, liabilities or other obligations of the corporation.

SECTION 16. INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS

The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the Laws of the state.

SECTlON 17. INSURANCE FOR CORPORATE AGENTS

Except as may be otherwise provided under provisions of Laws the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including directors, officers, employees or other agents of the corporation) against liabilities asserted against or incurred by the agents in such capacity or arising out of the agents status as such whether or not the corporation would have the power to indemnify the agents against such liability under the Articles of Incorporation, these Bylaws or provisions of Laws.

ARTICLE 6 – OFFICERS

SECTION 1. DESlGNATlON OF OFFICERS

The officers of the corporation shall be a Chairperson of the Board of Directors, a President of the Executive Committee. a General Secretary. and a Treasurer. The Chairperson of the Board and the President of the Executive Committee could be the same person if the Board of the Directors so decided (see section 6 below). The corporation may also have Vice-Chairpersons of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurer and other such officers with such titles as may be determined from time to time by the Board of Directors.

SECTION 2. QUALlFlCATlONS

Any person may serve as officer of this corporation with the approval of the Board of Directors.

SECTION 3. ELECTION AND TERM OF OFFICE

Officers shall be elected by the Board of Directors at any time and each officers shall hold office until he or she resigns or is removed or is otherwise disqualified to serve or until his or her successor shall be elected and qualified whichever occurs first.

SECTlON 4. REMOVAL AND RESIGNATION

Any officers may be removed either with or without cause by the Board of Directors at any time. Any officer may resign at any time by giving written notice to the Board of Directors, or to the Chairman of the Board, or the Present or the Secretary of the Executive Committee. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any Officer of the corporation.

SECTION 5. VACANCIES

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of Chairperson and Chief Executive Officer, such vacancy may be temporarily filled by appointment by the Chairperson and Chief Executive Officer until such time as the Board shall determine that such position may or may not be filled.

SECTION 6. DUTIES OF THE CHAlRPERSON OF THE BOARD OF DIRECTORS AND THE PRESlDENT OF THE EXECUTIVE COMMITTEE:

The Chairperson of the Board of Directors shall be the Chief Executive Officer (CEO) of the corporation in charge of defining the policies and major guidelines as approved by the Board of Directors. He or she delegates the implementations of such policies and major guidelines to the President of the Executive Committee who is the Chief Operating Officer (COO) of the corporation. However, the Chairperson of the Board and the President of the Executive Committee could be the same person if 1/ - he or she is able and willing to assume such responsibility and 2/- the Board of Directors so approve with at least 2/3 majority of those present or 3/4 majority of all Board members.

The President of the Executive Committee shall supervise and control the affairs of the corporation and the activities of the officers on behalf of the Chairperson of the Board and under the control of the Board of the Directors.

He or she shall perform all duties incident to his or her office and such other duties as may be required by Laws, by the Articles of incorporation, or by these Bylaws, or which may prescribed from time to time by the Board of the Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors and members. Except as otherwise expressly provided by Laws, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation and with the approval of the Chairman of the Board, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.

SECTION 7. DUTIES OF VICE CHAlRPERS0N AND VICE PRESlDENT

In the absence of the Chairperson and President, or in the event of their inability or refusal to act, the Vice Chair Person and Vice President shall respectively perform all the duties of the Chairperson and President, and in so acting shall have all the powers of, and be subject to all the restrictions on the Chairperson and the President. The Vice Chairperson and Vice President shall have other powers and shall perform such other duties as may be prescribed by Laws, by the Articles of Incorporation, or by these Bylaws , or as may be prescribed by the Board of Directors. However, if the Executive Committee does not have Vice Chairperson and Vice President, this role shall fall on the Secretary General of the corporation.

SECTIONS 8. DUTIES OF GENERAL SECRETARY

The General Secretary Shall:

Certify and keep at the principal office of the corporation the original, or copy, of these Bylaws as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as the Board may determine, a book of minutes of all meetings of the Directors, and, if applicable, meetings of committees, of Directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by Laws.
Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by Laws or the provisions of these Bylaws, to duly executed documents of the corporation.
Keep at the principal office of the corporation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date at which such membership ceased.
Exhibit at all reasonable times to any director of the corporation. or to his or her agent or attorney, on request therefore the Bylaws, the membership book, and the minutes of the proceedings of the Directors of the corporation.
In general, perform all duties incident to the office of the Secretary and such other duties as may be required by Laws, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

SECTION 9. DUTIES OF TREASURER

The Treasurer shall:

Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposits of all such funds in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for moneys, due and payable to the corporation from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefor.
Render to the Chairperson and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial conditions of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified the financial statements to be included in any required reports.
In general. perform all duties incident to the office of the Treasurer and such other duties as may be required by Laws, by the Articles of lncorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

SECTION 10. COMPENSATION

The salaries of the of officers, if any, shall be fixed from time to time by resolution of the Board of Directors. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered to or for the corporation.

ARTICLE 7 – COMMITTEES

SECTION 1. EXECUTIVE COMMITTEE

The Board of Directors may, by a majority vote of its members, designate an Executive Committee consisting of two or more Board members and may delegate to such committee the powers and authority of the Board in the management of the business and affairs of the corporation, to the extent permitted, and except as may otherwise be provided, by provisions of Laws.

By a majority vote of its members, the Board may at anytime revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease but not below two (2) the number of the members of the Executive Committee from the members of the Board. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require

SECTION 2. OTHER COMMlTTEES

The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not members of the Board and shall act in an advisory capacity to the Board.

SECTION 3. MEETING AND ACTION OF COMMlTTEES

Meetings and actions of committees shall be governed by, noticed held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaws provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meeting of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

ARTICLE 8 - EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

SECTION 1. EXECUTION OF INSTRUMENTS

The Board of Directors, except as otherwise provided in these Bylaw may, by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

SECTION 2. CHECKS AND NOTES

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by Laws, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer or Assistant Treasurer and countersigned by the President or General Secretary of the corporation.

SECTION 3. DEPOSlTS

All funds of the corporation shall be deposited from time to time to the accounts of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

SECTION 4. GIFTS

The Bard of Directors may accept by 2/3 majority vote of the members present or 3/4 of all members to accept any contribution, gift, bequest, or devise for the nonprofit purposes of the corporation as long as 1/- it will not in anyway interfere with the corporation activities to serve in community development; and 2/- it will not compromise the corporation stand for strict neutrality in pursuing peace.

ARTICLE 9 - CORPORATE RECORDS, REPORTS AND SEAL

SECTION 1. MAINTENANCE OF CORPORATE RECORDS

The corporation shall keep at its principal office:

Minutes of all meetings of Directors, committees of the Board and all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses:
A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership hold by each member and the termination date of any membership
A copy of the corporation Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.

SECTION 2. CORPORATE SEAL

The Board of Directors may adopt, use and at will alter a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

SECTION 3. DlRECTORS INSPECTION RIGHTS

Every director shall have the absolute rights at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of Laws.

SECTION 4. MEMBERS lNSPECTlON RlGHTS

Each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:

· To inspect and copy the record of all members names, addresses and voting rights, at reasonable times, upon written demand to the Secretary of the corporation, which demand shall state the purpose for which the inspection rights are requested.

To obtain from the Secretary of the corporation, upon written demand on, and payment of a reasonable charge to the Secretary of the corporation, a list of the names, addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is being requested. The membership list shall be made within a reasonable time after the demand is received by the Secretary of the corporation or after the date specified therein as to which of the list is to be compiled.
To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the Board or committees of the Board, upon written demand to the Secretary of the corporation by the member, for a purpose reasonably related to such person's interests as a member.
Members shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of Laws.

SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS

Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the rights to copy and make extracts

SECTION 6. PERIODIC REPORT

The Board shall cause any annual or periodic report required under Laws to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by Laws.

ARTICLE 10 - IRC 501 (c) (3) TAX EXEMPTION PROVlSIONS

SECTlON 1. LlMlTATlONS ON ACTlVlTIES

No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501 (h) of the internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing and distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

Notwithstanding any other provisions of these Bylaws this corporation shall not carry on any activities not permitted to be carried on:

by a corporation exempt from federal income tax under Section 501 (c) (3) of the lnternal Revenue Code, or
by a corporation, contributions to which are deductible under Section 170 (c) (2) of the lnternal Revenue Code.

SECTlON 2. PROHlBITlON AGAINST PRIVATE INUREMENT

No part of the net earnings of this corporation shall inure to the benefit of, or be distributed to, its members, directors or trustees, or officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.

SECTION 3. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS

In any taxable year in which this corporation is a private foundation as described in Section 509 (a) of the Internal Revenue Code, the corporation 1/- shall distribute its income for said Section 4942 of the Internal Revenue Code; 2/- shall not retain any excess business holding as defined in Section 4943 (c) of the Internal Revenue Code; 3) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 4/- shall not make any taxable expenditures as defined in Section 4945 (of) of the lnternal Revenue Code.

ARTICLE 11 – AUDITORS

SECTION 1. AUDITORS

The corporation shall have at least two (2) Auditors. They shall be selected by the Board of Directors among the members of the corporation to perform their duties for the benefits of the corporation.

SECTION 2. DUTIES OF THE AUDITORS

The Auditors shall guide the Executive Committee in handling all bookings and fund management, review all books and records of the corporation and certify that all laws, rules and regulations are duly respected. The Auditors shall also make presentation of their findings to all Meetings and in all financial statements of the corporation. They shall be prepared to answer questions pertaining to the corporation financial status with or without the cooperation of the Executive Committee.

ARTICLE 12 - AMENDMENT OF BYLAWS

Subject to the power of the members, if any. of this corporation to adopt, amend or repeal the Bylaws of this corporation and except as may otherwise be specified under provisions of Laws, these Bylaws, or any of part therein, may be altered, amended, or repealed and new Bylaws adopted by approval of the Board of Directors.

If such amendment is related to the purposes of this corporation, it should be adopted by 3/4 majority vote of all Board of Directors and approved by 2/3 majority of members. Proxy vote is acceptable for members; however, Directors have to personally cast their vote.

ARTICLE 13 - CONSTRUCTION AND TERMS

lf there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.

Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charts, Corporate Charter, or other founding document of this corporation filed with an office of the state and used to establish the legal existence of this corporation.

All references in the Bylaws to a section or sections of the lnternal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or the corresponding provisions of any future federal tax code.

ARTICLE 14 – TERMINATION

Upon the dissolution of this corporation, its remaining assets after payment, or provision for payment of all debts and liabilities of this corporation shall be distributed for one or more purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for public purpose. Such distribution shall be made in accordance with all applicable provisions of the Laws of this Tri-state area of Connecticut, New Jersey and New York..

ADOPTION OF BYLAWS:

We the undersigned, initial Directors consented to, and hereby adopted on this Ninth Day of March, 1995 the foregoing Bylaws, consisting of fourteen (14) Articles in the Nineteen (19) preceding pages as the Bylaws of the World Cambodian Congress for Peace and Development, Inc. also known under its acronym WCCPD or just WCC.

Dated: March 09, 1995 Signed:

· Mr. PEKTHOV TANChairman and Chief Executive Officer

· Mr. SUYKRY PATHVice Chairman/Peace Components

· Mr. SATHONNE CHHIMPresident/Development Components

· Mr. SOKHOM TAINGGeneral Secretary/Membership Expansion

· Mr. PENGSAN OUMember/Mid-West Vice President

Mr. SAMOEUN VARMember/East Coast President