NON-PROFIT BYLAWS

OF
MYANMAR AMERICAN SCIENCE & TECHNOLOGY
ALUMNI ASSOCIATION, INC.

Preamble

The following Bylaws shall be subject to, and governed by, the Non-Profit Corporation Act of
New York and the Article of Incorporation of Corporation/Organization. In the event of a direct
conflict between the herein contained provisions of these Bylaws and the mandatory provisions of
the Non-Profit Corporation Act of New York, said Non-Profit Corporation Act shall be the
prevailing controlling law. In the event of a direct conflict between the provisions of these Bylaws
and the Articles of Incorporation of Corporation/Organization, it shall then be these Bylaws which
shall be controlling.

ARTICLE 1 – NAME

The legal name of the Non-Profit Corporation/Organization shall be known as Myanmar American
Science & Technology Alumni Association, Inc. (MASTAA), and shall herein be referred to as
the “Corporation/Organization.”

ARTICLE 2 – PURPOSE

The general purposes for which this Corporation/Organization has been established are as follows:

The purpose for which the Non-Profit Corporation is formed as set forth in the attached Articles
of Incorporation of Exhibit “A.”

The Corporation/Organization is established within the meaning of IRS Publication 557 Section
501(c) (3) Organization of the Internal Revenue Code of 1986, as amended (the “Code”) or the
corresponding section of any future federal tax code and shall be operated exclusively in
(1) to provide assistance to needy Myanmar or American graduates/old students of science or
technology institutions irrespective of employment status whether active or retired.
(2) to promote advancement of science and technology education and employment among
Myanmar scientists, technologists and engineers.
(3) to disseminate public interest educational materials and to promote job opportunities for
Myanmar scientists, technologists and engineers.
(4) to cooperate with in support of the objectives of the alumni association and organization.
(5) to establish an active network among members and related institutions local and abroad.
(6) to accept other graduates by the Board of Directors (BOD) as it deems fit.
In addition, this Corporation/Organization has been formed for the purpose of performing all
things incidental to, or appropriate in, the foregoing specific and primary purposes. However, the
Corporation/Organization shall not, except to an insubstantial degree, engage in any activity or the
exercise of any powers which are not in furtherance of its primary non-profit purposes.

The Corporation/Organization shall hold and may exercise all such powers as may be conferred
upon any nonprofit organization by the laws of the State of New York and as may be necessary or
expedient for the administration of the affairs and attainment of the purposes of the
Corporation/Organization. At no time and in no event shall the Corporation/Organization
participate in any activities which have not been permitted to be carried on by a
Corporation/Organization exempt under Section 501(c) of the Internal Revenue Code of 1986 (the
“Code”).
ARTICLE 3 – OFFICES

The principal office of the Corporation/Organization shall be located at 3241 60th Street 2nd Floor,
Woodside, New York 11377.

The Corporation/Organization may have other such offices, as the Board of Directors may
determine or deem necessary, or as the affairs of the Corporation/Organization may find a need
for from time to time.

ARTICLE 4 – DEDICATION OF ASSETS

The properties and assets of the Corporation/Organization are irrevocably dedicated to and for
non-profit purposes only. No part of the net earnings, properties, or assets of this
Corporation/Organization, on dissolution or otherwise, shall inure to the benefit of any person or
any member, director or officer of this Corporation/Organization. On liquidation or dissolution,
all remaining properties and assets of the Corporation/Organization shall be distributed and paid
over to an organization dedicated to non-profit purposes which has established its tax-exempt
status pursuant to Section 501(c) of the Internal Revenue Code.

ARTICLE 5 – BOARD OF DIRECTORS

General Powers and Responsibilities

The Corporation/Organization shall be governed by a Board of Directors (the “Board”), which
shall have all the rights, powers, privileges and limitations of liability of directors of a non-profit
corporation organized under the Non-Profit Corporation Act of New York. The Board shall
establish policies and directives governing business and programs of Corporation/Organization
and shall delegate to the Executive Director and Corporation/Organization staff, subject to the
provisions of these Bylaws, authority and responsibility to see that the policies and directives are
appropriately followed.

Number and Qualifications

The Board shall have up to 16, but no fewer than 3, Board members. The number of Board
members may be increased beyond 16 members or decreased to less than 3 members by the

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affirmative vote of a majority of the then serving Board of Directors. A Board member need not
be a resident of the State of New York.

In addition to the regular membership of the Board, representative of such other organizations or
individuals, as the Board may deem advisable to elect shall be Ex-Officio Board Members, but
shall not have voting power, shall not count as one of the regular Board members, and shall not be
eligible for office.

Board Compensation
The Board shall receive no compensation other than reasonable expenses. However, provided the
compensation structure complies with Sections relating to “Contracts Involving Board Members
and/or Officers” as stipulated under these Bylaws, and nothing in these Bylaws shall be construed
to preclude any Board Member from serving the Corporation/Organization in any other capacity
and receiving compensation for services rendered.

Board Elections
The Governance Committee shall present nomination for new and renewing Board members at the
Board meeting immediately preceding the beginning of the next fiscal year. Recommendations
from the Governance Committee shall be made know to the Board in writing before nominations
are made and voted on. New and renewing Board members shall be approved by a majority of
those Board members at a Board meeting at which a quorum is present.

Term of Board
All appointments to the Board shall be for a term of 2 years. No person shall serve more than 2
consecutive terms unless a majority of the Board, during the course of a Board meeting at which
a quorum is present, votes to appoint a Board member to 2 additional years. No person shall serve
more than 6 consecutive years. After serving a total of two terms or two terms and one year, a
Board member may be eligible for reconsideration as a Board member after 1 year have passed
since the conclusion of such Board member’s service.

Vacancies
A vacancy on the Board of Directors may exist at the occurrence of the following conditions:

a) The death, resignation, or removal of any director;

b) The declaration by resolution of the Board of a vacancy in the office of a director who has
convicted of a felony, or found by final order or judgment of any court to have breached a
duty pursuant to the Corporation Code and/or Act of the law dealing with the standards of
conduct for a director, or has missed three (3) consecutive meetings of the Board of
Directors, or a total of four (4) meetings of the Board during any one calendar year;

c) An increase in the authorized number of directors; or

d) The failure of the directors, at any annual or other meeting of directors at which director(s)
are to be elected, to elect the full authorized number of directors.

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The Board of Directors, by way of affirmative vote of a majority of the directors then currently in
office, may remove any director without cause at any regular or special meeting; provided that the
director to be removed has been notified in writing in the manner set for Article 5 – Meetings, that
such action would be considered at the meeting.

Except as provided in this paragraph, any director may resign effective upon giving written notice
to the chairperson of the Board, the president, the General Secretariat, or the Board of Directors,
unless the notice specifies a later time for the effectiveness of the resignation. If the resignation is
effective at a future time, a successor may be designated to take office when the resignation
becomes effective. No director may resign when the Corporation/Organization would then be left
without a duly elected director in charge of its affairs.

Any vacancy on the Board may be filled by vote of a majority of the directors then in office,
whether or not the number of directors then in office is less than a quorum, or by vote of a sole
remaining director. No reduction of the authorized number of directors shall have the effect of
removing any director before that director’s term of office expires.

A Board member elected to fill a vacancy shall be elected for the unexpired term of his or her
predecessor in office.

Resignation
Each Board member shall have the right to resign at any time upon written notice thereof to the
Board Chair, General Secretariat of the Board, or the Executive Director. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of
such resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall
not be necessary to make it effective.

Removal
A Board member may be removed, at any duly constituted meeting of the Board, by the affirmative
vote of a majority of then-serving Board members.

Meetings
The Board’s regular meetings may be held at such time and place as shall be determined by the
Board. The Chair or any four regular Board members may call a special meeting of the Board with
10 days’ written notice provided to each member of the Board. The notice shall be served upon
each Board member via hand delivery, regular mail, email or by fax. The person(s) authorized to
call such special meetings of the Board may also establish the place the meeting is to be conducted,
so long as it is a reasonable place in which to hold any special meeting of the Board.

Minutes
The General Secretariat shall be responsible for the recording of all minutes of each and every
meeting of the Board in which business shall be transacted in such order as the Board may
determine from time to time. However, in the event that the General Secretariat is unavailable, the
Board Chair shall appoint an individual to act as General Secretariat at the meeting. The General
Secretariat, or the individual appointed to act as General Secretariat, shall prepare the minutes of
the meetings which shall be delivered to the Corporation/Organization to be placed in the minute

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books of the Corporation/Organization and a copy of which is to be delivered to each Board
member via either regular mail, hand delivered, emailed or faxed within 7 business days after close
of each Board meeting.

Action by Written Consent

Any action required by law to be taken at a meeting of the Board, or any action that may be taken
at a meeting of the Board, may be taken without a meeting if consent in writing setting for the
action so taken shall be signed by all Board members. Such consent shall be placed in the minute
book of the Corporation/Organization and shall have the same force and effect as a unanimous
vote of the Board taken at an actual meeting. The Board members’ written consent may be
executed in multiple counterparts or copies, each of which shall be deemed an original for all
purposes. In addition, facsimile signatures and electronic signatures or other electronic “consent
click” acknowledgments shall be effective as original signatures.

Quorum
At each meeting of the Board of Directors or Board Committees, the presence of the lesser of (a)
seven (7) members or (b) one-third (1/3) of the members currently serving on the Board, but in no
case less than 3, shall constitute a quorum for the transaction of business. If at any time the Board
consists of an even number of members and a vote results in a tie, then the vote of the Board Chair
shall be the deciding vote. The act of the majority of the Board members servicing on the Board
or Board Committees and present at a meeting in which there is a quorum shall be the act of the
Board or Board Committees, unless otherwise provided by the Articles of Incorporation, these
Bylaws, or a law specifically requiring otherwise. If a quorum is not present at a meeting, the
Board members present may adjourn the meeting from time to time without further notice until a
quorum shall be present. However, a Board member shall be considered present at any meeting of
the Board or Board Committee if during the meeting he or she is in radio or telephone
communication with the other Board members participating in the meeting.

Proxy
A Board member who is unable to attend a meeting of the Board or a Board Committee may vote
by written proxy given to any other voting member of the Board or Committee or designated staff
member who is in attendance at the meeting in question. However, a vote by proxy shall not be
counted toward the number of Board members needed to be present to constitute a quorum for the
transaction of business. No proxy shall be valid after three months from the date of execution.
Each proxy shall be revocable unless expressly stated therein to be irrevocable or unless made
irrevocable by law.

Board Member Attendance

An elected Board Member who is absent from three consecutive regular meetings of the Board
during a fiscal year shall be encouraged to reevaluate with the Board Chair his/her commitment to
the Corporation/Organization. The Board may deem a Board member who has missed 3
consecutive meetings without such a reevaluation with the Chair to have resigned from the Board.

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 ARTICLE 6 – OFFICERS

Officers and Duties

The Board shall elect officers of the Corporation/Organization which shall include a Chairperson,
(Chief Executive Officer), a Vice Chairperson, President (Executive Director), a General
Secretariat, and a Treasurer, (Chief Financial Officer), and such other officers as the Board may
designate by resolution. The same person may hold any number of offices, except that neither the
General Secretariat nor the Treasurer may serve concurrently as the chairperson of the Board or
the president. In addition to the duties in accordance with this Article, officers shall conduct all
other duties typically pertaining to their office and other such duties which may be required by
law, other Articles of Incorporation, or by these bylaws, subject to control of the Board of
Directors, and they shall perform any other such additional duties which the Board of Directors
may assign to them at their discretion.

The officers will be selected by the Board at its annual meeting, and shall serve the needs of the
Board, subject to all the rights, if any, of any officer who may be under a contract of employment.
Therefore, without any bias or predisposition to the rights of any officer, that may be under any
contract of employment, any officer which may be removed with or without cause by the Board.
All officers have the right to resign at any time by providing notice in writing to the Board of
Directors chairperson, president and/or General Secretariat of the Corporation/Organization,
without bias or predisposition to all rights, if any, of the Corporation/Organization under any
contract to which said officer is a part thereof. All resignations shall become effective upon the
date in which the written notice of resignation was received or at any time later as may be specified
within the resignation; and unless otherwise indicated within the written notice, a stated acceptance
of the resignation shall not be required to make the resignation effective.

Any and all vacancies, in any office because of death, resignation, disqualification, removal or for
any other cause, shall be filled in accordance to the herein prescribed bylaws for regular
appointments to such office. The compensation, if any, of the officers shall be fixed or determined
by resolution of the Board of Directors.

Chairperson of the Board (Chief Executive Officer)

It shall be the responsibility of the chairperson of the Board, when present, to preside over all
meetings of the Board of Directors and Executive Committee. The chairperson is authorized to
execute, in the name of the Corporation/Organization, any and all contracts or other documents
which may be authorized, either generally or specifically, by the Board to be executed by the
Corporation/Organization, except when required by law that the president’s signature must be
provided.

Vice Chairperson of the Board

In the absence of, or in the event of his/her inability or refusal to act, the chairperson, it shall then
be the responsibility of the vice chairperson to perform all the duties of the chairperson, and in
doing so shall have all authority and powers of, and shall be subject to all of the restrictions on,
the chairperson.

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President (Executive Director)
It shall be the responsibility of the president, in general, to supervise and conduct all activities and
operations of the Corporation/Organization, subject to the control, advice and consent of the Board
of Directors, shall keep the Board of Directors completely informed and shall freely consult with
them in relation to all activities of the Corporation/Organization, and shall see that all orders and/or
resolutions of the Board are carried out to the effect intended. The Board of Directors may place
the president under a contract of employment where appropriate. The president shall be
empowered to act, speak for, or otherwise represent the Corporation/Organization between
meetings of the Board. The president shall be responsible for the hiring and firing of all personnel
and shall be responsible for keeping the Board informed at all times of staff performance and for
implementing any personnel policies which may be adopted and implemented by the Board. The
president, shall at all times, is authorized to contract, receive, deposit, disburse and account for all
funds of the Corporation/Organization; to execute in the name of the Corporation/Organization all
contracts and other documents authorized either generally or specifically by the Board to be
executed by the Corporation/Organization, and to negotiate any and all material business
transactions of the Corporation/Organization.

Vice President of the Board

In the absence of, or in the event of his/her inability or refusal to act, it shall then be the
responsibility of the Vice President to perform all the duties of the President, and in doing so shall
have all authority and powers of, and shall be subject to all of the restrictions on, the President.

General Secretariat
The General Secretariat, or his/her designee, shall be the custodian of all records and documents
of the Corporation/Organization which are required to be kept at the principal office of the
Corporation/Organization, shall act as General Secretariat at all meetings of the Board of Directors,
and shall keep the minutes of all such meetings in books proposed for that purpose. S/he shall
attend to the giving and serving of all notices of the Corporation/Organization, and shall see that
the seal of the Corporation/Organization is affixed to all documents, the execution of which on
behalf of the Corporation/Organization under its seal is duly authorized in accordance with the
provisions of these bylaws.

Treasurer (Chief Financial Officer)

It shall be the responsibility of the treasurer to keep and maintain, or cause to be kept and
maintained, adequate and accurate accounts of all the properties and business transactions of the
Corporation/Organization, including accounts of its assets, liabilities, receipts, disbursements,
gains, losses, capital, retained earnings, and other matters customarily included in financial
statements.

The treasurer shall be responsible for ensuring the deposit of, or cause to be deposited, all money
and other valuables as may be designation by the Board of Directors. Furthermore, the treasurer
shall disburse, or cause to be disbursed, the funds of the Corporation/Organization, as may be
ordered by the Board of Directors, and shall render to the chairperson, president and directors,
whenever they request it, an account of all the treasurer’s transactions as treasurer and of the
financial condition of the Corporation/Organization.

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The treasurer shall give the Corporation/Organization a bond, if so requested and required by the
Board of Directors, in the amount and with the surety or sureties specified by the Board for faithful
performance of the duties of the treasurer’s office and for restoration to the
Corporation/Organization of all its books, papers, vouchers, money and other property of every
kind in the treasurer’s possession or under the treasurer’s control upon the treasurer’s death,
resignation, retirement, or removal from office. The Corporation/Organization shall pay the cost
of such bond.

ARTICLE 7 – COMMITTEES

Committees of Directors
The Board of Directors may, by resolution adopted by a majority of the directors then in office,
provided that a quorum is present, designate one or more committees to exercise all or a portion
of the authority of the Board, to the extent of the powers specifically delegated in the resolution of
the Board or in these bylaws. Each such committee shall consist of two (2) or more directors, and
may also include persons who are not on the Board, to serve at the pleasure of the Board. The
Board may designate one or more alternative members of any committee, who may replace any
absent member at any meeting of the committee. The appointment of members or alternate
members of a committee required the vote of a majority of the directors then in office, provided
that a quorum is present. The Board of Directors may also designate one or more advisory
committees that do not have the authority of the Board. However, no committee, regardless of
Board resolution, may:

a) Approve of any action that, pursuant to applicable Law, would also require the affirmative
vote of the members if this were a membership.

b) Fill vacancies on, or remove the members of the Board of Directors, or in any committee
that has the authority of the Board.

c) Amend or repeal the Article of Incorporation or bylaws or adopt new bylaws.

d) Amend or repeal any resolution of the Board of Directors that by its express terms is not
so amendable or repealable.

e) Appoint any other committees of the Board of Directors or their members.

f) Approve a plan of merger; consolidation; voluntary dissolution; bankruptcy or

reorganization; or for the sale, lease, or exchange of all or considerably all of the property
and assets of the Corporation/Organization otherwise than in the usual and regular course
of its business; or revoke any such plan.

g) Approve any self-dealing transaction, except as provided pursuant to law.

Unless otherwise authorized by the Board of Directors, no committee shall compel the
corporation/Organization in a contract or agreement or expend corporate/Organization funds.

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Meetings and Actions of Committees
Meetings and actions of all committees shall be governed by, and held and taken in accordance
with, the provisions of Article 5 - Board of Directors of these bylaws, concerning meetings and
actions of the directors, with such changes in the context of those bylaws as are necessary to
substitute the committee and its members for the Board of Directors and its members, except that
the time for regular meetings of committees may be determined either by resolution of the Board
of Directors or by resolution of the committee. Special meetings of committees may also be called
by resolution of the Board of Directors. Notice of special meetings of committees shall also be
given to any and all alternate members, who shall have the right to attend all meetings of the
committee. Minutes shall be kept of each meeting of any committee and shall be filed with the
corporate records. The Board of Directors may adopt rules not inconsistent with the provisions of
these bylaws for the government of any committee.

Executive Committee
Pursuant to Article 7, Committee of Directors, the Board may appoint an Executive Committee
composed of a minimum of at least 2 or more directors, one of whom shall be the Chairperson of
the Board (or the chairperson of the Board, the Vice Chairperson, President (Executive Director),
the General Secretariat, and the Treasurer), to serve as the Executive Committee of the Board. The
Executive Committee, unless limited in a resolution of the Board, shall have and may exercise all
the authority of the Board in the management of the business and affairs of the
Corporation/Organization between meetings of the Board; provided, however, that the Executive
Committee shall not have the authority of the Board in reference to those matters enumerated in
Article 7, Committee of Directors. The General Secretariat of the Corporation/Organization shall
send to each director a summary report of the business conducted in any meeting of the Executive
Committee.

Audit Committee
The Board, at its sole discretion, shall appoint an Audit Committee, which shall otherwise govern
the committee’s operations, and of which the committee may be comprised of one or more persons
of which may include persons other than directors of the corporation.

The membership of the Audit Committee shall not include the following persons:

a) The Chairperson of the Board (CEO);

b) The President (Executive Director);
c) The Treasurer of the Corporation/Organization;
d) Any employee of the Corporation/Organization; or
e) Any person with a material financial interest in any entity doing business with the
Corporation/Organization.

In the event that the Board should appoint a Finance Committee, the members of said Finance
Committee must compose less than one-half (1/2) of the membership of the Audit Committee and
the Chair of the Finance Committee shall not serve on the Audit Committee.

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The Audit Committee shall make recommendations to the Board of Directors regarding the hiring
and termination of an auditor, who shall be an independent certified public accountant, and may
be authorized by the Board to negotiate the auditor’s salary.
The Audit Committee shall consult with the auditor to assure its members that the
corporation/Organizations financial affairs are in order and after review shall determine whether
to accept the audit.

It shall be the responsibility of the Audit Committee to ensure that the auditor’s firm adheres to
the standards for auditor independence, as set forth in the latest revision of the Government
Auditing Standards, which have been published by the Controller of the United States, or any
standards established and published by the Attorney General of New York.

ARTICLE 8 - STANDARD OF CARE

General
A director shall perform all the duties of a director, including, but not limited to, duties as a member
of any committee of the Board on which the director may serve in such a manner as the director
deems to be in the best interest of this corporation/Organization and with such care, including
reasonable inquiry, as an ordinary prudent and reasonable person in a similar situation may
exercise under similar circumstances.

In the performance of the duties of a director, a director shall be entitled to rely on information,
opinions, reports or statements, including financial statements and other financial data, in each
case prepared or presented by:

a) One or more officers or employees of the corporation/Organization whom the director

deems to be reliable and competent in the matters presented;

b) Counsel, independent accounts or other persons as to the matters which the director deems
to be within such person’s professional or expert competence; or

c) A committee of the Board upon which the director does not serve, as to matters within its
designated authority, which committee the director deems to merit confidence.

So long as in any such case, the director act in good faith, after reasonable inquiry when the need
may be indicated by the circumstances and without knowledge that would cause such reliance to
be unwarranted.

Except as herein provided in Article 8, Conflict of Interest, any person who performs the duties of
a director in accordance with the above shall have no liability based upon any failure or alleged
failure to discharge that person’s obligations as a directors, including, without limitation of the
foregoing, any actions or omissions which exceed or defeat a public or charitable purpose to which
the corporation/Organization, or assets held by it, are dedicated.

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Loans
The corporation/Organization shall not make any loan of money or property to, or guarantee the
obligation of, any director or officer, unless approved by the New York Attorney General;
provided, however, that this corporation may advance money to a director or officer of the
Corporation/Organization or any subsidiary for expenses reasonably anticipated to be incurred in
the performance of the duties of such officer or director so long as such individual would be
entitled to be reimbursed for such expenses absent that advance.

Conflict of Interest
The purpose of the Conflict of Interest policy is to protect the Corporation/Organization’s interest
when it is contemplating entering into a transaction or arrangement that might benefit the private
interest of one of its officers or directors, or that might otherwise benefit in the private interest of
one of its officers or directors, or that might otherwise result in a possible excess benefit
transaction. This policy is intended to supplement but not replace any applicable state and federal
laws governing conflict of interest applicable to nonprofit and charitable
Corporations/Organizations and is not intended as an exclusive statement of responsibilities.

Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose
the existence of the financial interest and be given the opportunity to disclose all material facts to
the directors, who are considering the proposed transaction of arrangement.

Establishing a Conflict of Interest

After the disclosure of the financial interest and all material facts, and after any discussion with
the interested person, the interested person shall leave the Board meeting while establishing a
conflict of interest is discussed and voted upon. The remaining Board members shall decide if a
conflict of interest exists.

Addressing Conflict of Interest

In the event that the Board should establish that a proposed transaction or arrangement establishes
a conflict of interest, the Board shall then proceed with the following actions:

a) Any interested individual may render a request or report at the Board meeting, but upon
completion of said request or report the individual shall be excused while the Board
discusses the information and/or material presented, and then votes on the transaction or
arrangement proposed involving the possible conflict of interest.

b) The Chairperson of the Board shall, if deemed necessary and appropriate, appoint a
disinterested person or committee to investigate alternatives to the proposed transaction or
arrangement.

c) After exercising due diligence, the Board shall determine whether the
Corporation/Organization can obtain with reasonable efforts a more advantageous
transaction or arrangement from a person or entity that would not give rise to a conflict of
interest.

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 d) If a more advantageous transaction or arrangement is not reasonably possible under
circumstances not producing a conflict of interest, the Board shall determine by a majority
vote of the disinterested directors whether the transaction or arrangement is in the
Corporation’s/Organization’s best interest, for its own benefit, and whether it is fair and
reasonable. It shall make its decision as to whether to enter into the transaction arrangement
in conformity with this determination.

Violations of Conflict of Interest Policy

Should the Board have reasonable cause to believe an interested person has failed to disclose actual
or possible conflicts of interest, the Board shall then inform the interested person of the basis for
such belief and afford the interested person an opportunity to explain the alleged failure to disclose.

If, after hearing the interested person’s explanation and after making further investigation as may
be warranted in consideration of the circumstances, the Board determines the interested person
intentionally failed to disclose an actual or possible conflict of interest, it shall take appropriate
disciplinary and corrective action.

Procedures and Records

All minutes of the Board Meetings, when applicable, shall contain the following information:

a) The names of all the persons who disclosed or otherwise were found to have a financial
interest in connection with an actual or possible conflict of interest, the nature of the
financial interest, any action taken to determine whether a conflict of interest was present,
and the Board’s decision as to whether a conflict of interest in fact existed.
b) The names of the persons who were present for discussions and votes relating to the
transaction or arrangement, the content of the discussions, including any alternatives to the
proposed transaction or arrangement, and a record of any votes taken in connection with
the proceedings.

Annual Statements
Each director, principal officer and member of a committee with Board delegated powers shall
annually sign a statement which affirms such person:

a) Has received a copy of the conflict of interest policy;

b) Has read and understands the policy;

c) Has agreed to comply with the policy; and

d) Understands the Corporation/Organization is charitable and in order to maintain its federal

tax exemption it must engage primarily activities, which accomplish one or more of its tax-
exempt purposes.

Mutual Directors
No contract or transaction or transaction between the Corporation/Organization and any New York
non-profit public benefit Corporation/Organization, of which one or more of its directors of this

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Corporation/Organization, is void or voidable because such director(s) are present at a meeting of
the Board which authorizes, approves, or ratifies the contract or transaction if the material facts as
to the transaction and as to such director’s other directorship are fully disclosed or known to the
Board and the Board authorizes, approves, or ratifies the contract or transaction in good faith by a
vote sufficient without counting the vote of the common director(s), or if the contract or transaction
is just and reasonable as to the Corporation/Organization at the time it is authorized, approved or
ratified.

Restriction on Interested Directors

Not more than 0 percent (0%) of the persons serving on the Board of Directors at any time may be
interested persons. An interested person is (1) any person currently being compensated by the
Corporation/Organization for services rendered to it within the previous twelve (12) months,
whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any
reasonable compensation paid to a director; and (2) any brother, sister, ancestor, descendent,
spouse, brother-in-law, sister-in-law, son-in-law, mother-in-law, or father-in-law of any such
person. However, any violation of the provisions of this section shall not affect the validity or
enforceability of any transaction entered into by the occupation.

Indemnification
To the fullest extent permitted by law, this Corporation/Organization shall indemnify its “agents,”
as described by law, including its directors, officers, employees and volunteers, and including
persons formerly occupying any such position, and their heirs, executors and administrators,
against all expenses, judgments, fines, settlements and other amounts actually and reasonably
incurred by them in connection with any “proceeding,” and including an action by or in the right
of the Corporation/Organization, by reason of the fact that the person is or was a person described
in that in the Non-Profit Corporation Act. Such right of indemnification shall not be deemed
exclusive of any other right to which such persons may be entitled apart from this Article.

To the fullest extent permitted by law and except as otherwise determined by the Board in a
specific instance, expenses incurred by a person seeking indemnification in defending any
“proceeding” shall be advanced by the Corporation/Organization of an undertaking by or on behalf
of that person to repay such amount unless it is ultimately determined that the person is entitled to
be indemnified by the Corporation/Organization for those expenses.

The Corporation/Organization shall have the power to purchase and maintain insurance to the
fullest extent permitted by law on behalf of any agent of the Corporation/Organization, against any
liability asserted against or incurred by the agent in such capacity or arising out of the agent’s
status as such, or to give other indemnification to the extent permitted by law.

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 ARTICLE 11 – EXECUTION OF CORPORATE INSTRUMENTS

Execution of Corporate instruments

The Board of Directors may, in its discretion, determine the method and designate the signatory
officer or officers or other person or persons, to execute any corporate instrument or document, or
to sign the corporate name without limitation, except when otherwise provided by law, and such
execution or signature shall be binding upon the Corporation/Organization.

Unless otherwise specifically determined by the Board of Directors or otherwise required by law,
formal contracts of the Corporation/Organization, promissory notes, deeds of trust, mortgages, and
other evidences of indebtedness of the Corporation/Organization, and other
corporate/Organization instruments or documents, memberships in other
Corporations/Organizations, and certificates of shares of stock owned by the
Corporation/Organization, shall be executed, signed and/or endorsed by General Secretariat or
Treasurer or any Assistant General Secretariat or Assistant Treasurer.

All checks and drafts drawn on banks or other depositories on funds to the credit of the
Corporation/Organization, or in special accounts of the Corporation/Organization, shall be signed
by such person or persons as the Boards of Directors shall authorize to do so.

Loans and Contracts

No loans or advances shall be contracted on behalf of the Corporation/Organization and no note
or other evidence of indebtedness shall be issued in its name unless and except as the specific
transaction is authorized by the Board of Directors. Without the express and specific authorization
of the Board, no officer or other agent of the Corporation/Organization may enter into any contract
or execute and deliver any instrument in the name of and on behalf of the
Corporation/Organization.

ARTICLE 12 – RECORDS AND REPORTS

Maintenance and Inspection of Articles and Bylaws

The Corporation/Organization shall keep at its principal office the original or a copy of its Articles
of Incorporation and bylaws as amended to date, which shall be open to inspection by the director’s
at all reasonable times during office hours.

Maintenance and Inspection of Federal Tax Exemption Application and Annual Information
Returns
The Corporation/Organization shall keep at its principal office a copy of its federal tax exemption
application and its annual information returns for three years from their date of filing, which shall
be open to public inspection and copying to the extent required by law.

Maintenance and Inspection of Other Corporate Records

The Corporation/Organization shall keep adequate and correct books and records of accounts, and
written minutes of the proceedings of the Board and committees of the Board. All such records
shall be kept at a place or places as designated by the Board and committees of the Board, or in

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the absence of such designation, at the principal office of the Corporation/Organization. The
minutes shall be kept in written or typed form, and other books and records shall be kept either in
written or typed form or in any form capable of being converted into written, typed, or printed
form. Upon leaving office, each officer, employee, or agent of the Corporation/Organization shall
turn over to his or her successor or the Chairperson or President, in good order, such
corporate/Organization monies, books, records, minutes, lists, documents, contracts or other
property of the Corporation/Organization as have been in the custody of such officer, employee,
or agent during his or her term of office.

Every director shall have the absolute right at any reasonable time to inspect all books, records and
documents of every kind and the physical properties of the Corporation/Organization and each of
its subsidiary Corporations/Organizations. The inspection may be made in person or by an agent
or attorney, and shall include the right to copy and make extracts of documents.

Preparation of Annual Financial Statements

The Corporation/Organization shall prepare annual financial statements using generally accepted
accounting principles. Such statements shall be audited by an independent certified public
accountant, in conformity with generally accepted accounting standards, under supervision of the
Audit Committee established by these bylaws. The Corporation/Organization shall make these
financial statements available to the New York Attorney General and members of the public for
inspection no later than 1 months after the close of the fiscal year to which the statement relate.

Reports
The Board shall ensure an annual report is to be sent to all directors within 120 days after the end
of the Corporation’s/Organization’s fiscal year, and which shall contain the following information:
a) The assets and liabilities, including the trust funds, of this corporation at the end of the
fiscal year.

b) The principal changes in assets and liabilities, including trust funds, during the fiscal year.

c) The expenses or disbursements of this Corporation/Organization for both general and

restricted purposes during the fiscal year.

d) The information required by Non-Profit Corporation Code concerning certain self-dealing

transactions involving more than $50,000 or indemnifications involving more than $10,000
which took place during the fiscal year.

The report shall be accompanied by any pertinent report or independent accountants, or, if there is
no such report, the certificate of an authorized officer of the Corporation/Organization that such
statement were prepared without audit from the books and records of the
Corporation/Organization.

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 ARTICLE 13 – FISCAL YEAR

The fiscal year for this Corporation/Organization shall begin on January 1st and shall end on
December 31st.

ARTICLE 14 – AMENDMENTS AND REVISONS

These bylaws may be adopted, amended or repealed by the vote of a two-thirds majority of the
BOD. Such action is authorized only at a duly called and held meeting of the Board of Directors
for which written notice of such meeting, setting forth the proposed bylaw revisions with
explanations therefore, is given in accordance with these bylaws. If any provision of these bylaws
requires the vote of a larger proportion of the Board than is otherwise required by law, that
provision may not be altered, amended or repealed by that greater vote.

ARTICLE 15 – CORPORATE/Organization SEAL

The Board of Directors may adopt, use and alter a corporate/Organization seal. The seal shall be
kept at the principal office of the Corporation/Organization. Failure to affix the seal to any
corporate/Organization instrument, however, shall not affect the validity of that instrument.

ARTICLE 16 – CONSTRUCTION AND DEFINITIONS

Unless the context otherwise requires, the general provisions, rules of construction and definitions
contained in the Non-Profit Corporation Law as amended from time to time shall govern the
construction of these bylaws. Without limiting the generality of the foregoing, the masculine
gender includes the feminine and neuter, the singular number includes the plural and the plural
number includes the singular, and the term “person” includes a Corporation/Organization as well
as a natural person. If any competent court of law shall deem any portion of these bylaws invalid
or inoperative, then so far as is reasonable and possible (i) the remainder of these bylaws shall be
considered valid and operative, and (ii) effect shall be given to the intent manifested by the portion
deemed invalid or inoperative.

CERTIFICATE OF GENERAL SECRETARIAT

I, San Myint, certify that I am the current elected and acting General Secretariat of the benefit
Corporation/Organization, and the above bylaws, consisting of 16 pages, are the bylaws of this
corporation as adopted by the Board of Directors on this 6th day of July 2019, and that they have
not been amended or modified since the above.

EXECUTED on this 6th day of July 2019, in the County of the Queens in the State of New York

(Duly Elected General Secretariat)

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 EXHIBIT “A”

ARTICLES OF INCORPORATION

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