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BY-LAWS
OF
THE AMERICAN INDONESIAN CHAMBER OF COMMERCE, INC
ARTICLE I.
 
OBJECTIVES
 
The purposes for which the Corporation is formed are as follows:
 
To foster and promote trade, commerce, mutual welfare and other business relations between the United States of America and Indonesia, and their respective peoples, and to serve these persons and organizations having financial, trade, business or professional interests in either or both of such countries.
 
ARTICLE II.
 
MEMBERS
 
     l. All persons, firms, corporations and organizations who are interested in the purposes of the Chamber and who are acceptable to the Board of Directors shall be eligible to apply for membership in the Corporation. Every applicant for membership shall present a written application containing such information as the Board of Directors may require, and accepting and agreeing to abide by the provisions of these By-Laws and amendments thereto. Such application shall be submitted to and acted upon by the Board of Directors in their complete discretion. A majority vote of the Directors present at a duly called meeting shall be necessary for the election of a member.
   
    2. Any member may withdraw from the Corporation by submitting to the President a written resignation, accompanied by a remittance in full for all dues to date.
 
    3. The membership of any member may be terminated by the Board of Directors by a two-thirds vote of the Directors present at any duly called meeting of the Board, provided that by a similar vote the Board shall first find that such membership is prejudicial to the best interests of the Corporation; provided further that the member in question shall have had an opportunity, upon notice of at least thirty days, to show cause why its or his membership should not be terminated as provided in this section. Upon such termination the dues paid for the current year shall be returned.
 
     4. If any member shall fail or refuse to pay annual dues within a period of sixty days after the same become due and payable, the membership of such member shall then stand suspended and may be terminated by the Board of Directors without regard to the other provisions of these By-Laws.
 
     5. Categories of special membership, including honorary membership, and membership dues schedules, as may be deemed appropriate, may be established by the Board of Directors.
 
 
 
 
ARTICLE III.
 
MEMBERSHIP DUES
 
     l. Membership dues shall be payable upon election of a member by the Board of Directors, and thereafter shall be payable annually in advance on  the anniversary date of joining.
 
     2. Membership dues shall be determined by the Board of Directors and reviewed periodically. The following categories and dues levels are applicable:
 
Benefactor (Corporate) Member:     $5000
Sponsor  Member:                            $1500
Regular Corporate Member              $1000                   
Associate (Corporate)                       $500
Individual Member                           $l25
 
ARTICLE IV.
 
MEETINGS
 
     l. Annual Meetings of the Corporation shall be held once a year in April. Ten days' written notice thereof shall be given each member.
 
     2. Special Meetings of the Corporation may be called by the Directors at their discretion. Ten days' written notice, stating the time, place and purpose of the meeting, shall be given to each member.
 
     3. Members may waive notice of any meeting in writing either before, at or after the holding of such meeting.
 
     4. To constitute a quorum at a meeting of the members there must be present, either in person or by duly designated proxy, one-third of the members entitled to vote thereat or twenty such entitled members, whichever is the lesser number. The Executive Secretary shall, in his discretion, rule on the validity of any and all proxies submitted at or before such meeting. The Executive Secretary's decision with respect to each matter shall be final.
 
     5. At meetings of the Corporation each member shall be entitled to one vote, and under no circumstance shall any member and any person associated with or employed by such member be entitled to more than a single vote. All voting shall be by voice count unless one or more of the members at the meeting request that the vote be taken by written ballot.
 
     6. The President, or in his absence one of the Vice Presidents or the Executive Vice President of the Corporation as designated by the President in advance of the meeting, shall call all meetings of the members to order and preside.
 
     7. The Executive Secretary of the Corporation shall act as Secretary of all meetings of the members or, in his absence, the President may appoint any other person to act as Secretary.
 
     8. Except as otherwise required by law or these By-Laws, a majority vote of the members present at any duly convened meeting shall be sufficient to carry any motion presented.
 
 
ARTICLE V.
 
DIRECTORS
 
     l. The affairs of the Corporation shall be managed and controlled by a Board of not less than three (3) nor more than twenty-five (25) Directors who shall be elected annually by the members as follows: At the first meeting of the members at least five Directors shall be elected for the term of one year, at least five Directors shall be elected for a term of two years and at least five shall be elected for a term of three years. Upon the expiration of the term of each such group of Directors, their successors shall be elected for a term of three years.
 
     Directors in each case shall serve until the Annual Meeting of the year of expiration of their respective terms and until their successors shall have been duly elected and qualified; provided that a majority of the members of the Corporation at a Special Meeting of Members called for that purpose may remove any Director at any time, with or without cause.
 
     The number of Directors may be increased or decreased by a vote of a majority of the members present at any duly convened meeting. No reduction in the number of Directors shall shorten the term of any incumbent Director.
 
    A Director may resign at any time by giving written notice to the Board, the President or the Executive Secretary of the Corporation. Unless otherwise specified in the notice, resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make such resignation effective.
 
     2. No later than sixty (60) days following the Annual Meeting, the President shall name a Nominating Committee consisting of at least three (3) persons, one (l) of whom shall be a Director whose term of office does not expire at the next annual meeting, one (l) the Executive Secretary, and the others selected from the general membership. The Nominating Committee shall prepare and submit the list of nominee for election as Directors at the next Annual Meeting.
 
     3. Directors shall be members of the Corporation, or associated with, or employed by a member of the Corporation.
 
     4. In case of any vacancy in the Board, a Director to fill such vacancy may be elected by a majority of the Directors then in office. Every Director so elected shall hold office until the next Annual Meeting and until the election of his successor.
 
     5. Meetings of the Board may be held at any time. Such meetings shall be called by the President or the Executive Secretary. The President or Executive Secretary shall call a special meeting whenever so requested in writing by a majority of the Directors.
 
     6. Notice of a meeting shall be given each Director in person or by telephone at least twenty-four (24) hours before the meeting or by telegraphing or mailing to him at least five (5) days before the meeting a notice thereof. Notice of a meeting need not be given to any Director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting the lack of notice to his prior thereto, or at the commencement of the meeting.
 
    7. At any meeting of the Board of Directors, a minimum of seven (7) Directors then holding office shall constitute a quorum for the transaction of business.
 
     8. Except as otherwise required by law or these By-Laws, a majority vote of those Directors present at a duly convened meeting shall be sufficient to carry any motion presented.
 
     9. Whenever the Directors are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all Directors entitled to vote thereon.
 
     l0. There shall be an Executive Committee of the Board of Directors which shall have and may exercise, when the Board is not in session, all powers of the Board that may lawfully be delegated. All acts done and powers conferred by the Executive Committee from time to time shall be deemed to be and may be certified as being done or conferred under authority of the Board. The Executive Committee shall hold a regular meeting, without notice, at the same time and on each day appointed for a regular meeting of the Board of Directors if a quorum of the Board shall not be in attendance at such time and place. The Directors then present, if there be not less than five, shall constitute the Executive Committee for such regular meeting and the vote of a majority of the Committee as so constituted shall suffice for the transaction of business. A special meeting of the Executive Committee may be called at any time in the same manner as a meeting of the Board of Directors. Notice of any such special meeting shall be given to each Director and the Directors who shall attend at the time and place fixed in such a notice, if there be not less than five, shall constitute the Executive Committee for such special meeting and the vote of a majority of the Committee as so constituted shall suffice for the transaction of business.
 
     ll. The Board of Directors by resolution may authorize such standing or other committees as they may deem advisable for the transaction of the business of the Corporation.
 
     l2. Honorary Directors may be nominated by the Board of Directors and elected at any annual meeting of the membership; in special recognition of faithful devotion and service to the Chamber on the part of any individual. An Honorary Director shall serve indefinitely as a non-voting member of the Board. In event of the resignation of an Honorary Director, it shall not be required that the vacancy, thus created, be filled.
 
ARTICLE VI.
OFFICERS
 
     The officers of the Corporation shall be a Chairman, President, Executive Vice President, four Vice Presidents, a Treasurer and an Executive Secretary, who shall be appointed by the Board of Directors and shall serve until the next Annual Meeting and until their successors are appointed and installed; provided any officer may be removed at any time with or without cause by a majority vote of the Board of Directors at a duly called meeting. The Chairman, the President, the Executive Vice President, and the Vice Presidents shall be selected from the Directors of the Corporation. The Board of Directors shall have the option to leave vacant as circumstances warrant the positions of Chairman and Executive Vice President.
 
     Chairman: The Chairman of the Board shall be the chief policy officer of the Corporation, and shall enunciate and interpret the policies determined by the Membership and the Board of Directors. He shall appoint all Committees not established by the Board of Directors or the President, and shall preside over those meetings at which he is present.
 
     President: The President shall be the Chief Executive Officer and shall exercise general supervision over the affairs of the Corporation. He shall preside at all meetings of the members and the Board and may appoint committees except when otherwise ordered by the Board of Directors or the Chairman of the Board.
 
     Vice Presidents: The Executive Vice President, shall be the immediate past President unless that individual's interest in or responsibilities for Indonesian business activities has measurably changed. The Executive Vice President, and the Vice Presidents shall have such powers and perform such duties as may be assigned them by the Board of Directors or by the President. In the absence or disability of the President, the President shall designate which Vice President or Executive Vice President shall preside over meetings of the members, and the Board of Directors; provided, however, that if the President is unable to make such designation, the Board of Directors shall make such designation.
 
     Treasurer: The Treasurer shall have the custody of Corporation's funds and securities and shall keep full and accurate accounts of receipts and disbursements in the books and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The funds of the Corporation shall be disbursed as may be ordered by the Board of Directors, provided all checks or other orders for withdrawal of funds shall be signed by two officers of the Corporation. The Treasurer shall take proper vouchers for such disbursements, and shall render to the President and Directors at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. He shall, if required by the Board, give a bond in such sum or sums and with such surety or sureties as shall be satisfactory to the Board, conditioned upon the faithful performance of his duties and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all bonds, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
 
    Executive Secretary: The Executive Secretary shall attend upon and keep minutes of all proceedings of the Board of Directories and standing and special committees. He shall, under the direction of the Board of Directors and the President, conduct the business of the Corporation. He shall duly notify all members of their election, sign all documents requiring his signature, have the custody of the seal of the Corporation and affix the same to all instruments as required by the Board. He shall give due notice of all meetings and perform such other duties in connection with the Corporation as may from time to time be ordered by the Board of Directors, the President or other executive officer having jurisdiction thereof.
 
ARTICLE VII.
 
SEAL
 
     The seal of the Corporation shall be in the form and style impressed hereon.
 
          (Seal)
ARTICLE VIII.
 
AMENDMENTS
 
     The Board of Directors shall have the power to alter, amend, or revoke any of the provisions of these By-Laws and to adopt a new Constitution and/or By-Laws, provided that any such action shall be subject to approval by the members at the next Annual Meeting or at a Special Meeting called for that purpose.
ARTICLE IX.
 
INTERPRETATION
 
     All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, singular or plural or a corporation as the identity of a person or persons or corporations may require.
 
     (Restated By-Laws adopted by the Board of Directors on November 2l, l986, replacing By-Laws of January 20, l950, as amended at Annual Meeting of l987).