ASSOCIATION OF INSPECTORS GENERAL
ASIA-PACIFIC CHAPTER BYLAWS
ARTICLE I. Name and Use of Trademarks
Section 1. Name. The name of this organization shall be the Asia-Pacific Chapter of the
ASSOCIATION OF INSPECTORS GENERAL (referred to as the “Chapter”). Each Chapter
operates under the authority of the ASSOCIATION OF INSPECTORS GENERAL a nonprofit
corporation (referred to as the “Association”) incorporated in the Commonwealth of Pennsylvania
and having a principle business address at Historic Carpenters’ Hall, 320 Chestnut Street,
Philadelphia, Pennsylvania 19106.
Section 2. Trademarks. The name ASSOCIATION OF INSPECTORS GENERAL,
CERTIFIED INSPECTOR GENERAL, CERTIFIED INSPECTOR GENERAL AUDITOR, AND
CERTIFIED INSPECTOR GENERAL INVESTIGATOR, the seal of the ASSOCIATION OF
INSPECTORS GENERAL and the seals and logos used in connection therewith are the trademarks
of the Association. The use of these trademarks by the Chapter is governed by the Trademark
License Agreement executed by the Chapter and the Association, the terms of which are
incorporated into these bylaws.
Section 3. Seal. The seal shall be circular in form with the name of the corporation
(ASSOCIATION OF INSPECTORS GENERAL) with the month, date, year and place of
establishment (October 26, 1996, Carpenters’ Hall, Philadelphia, PA.) around the periphery and a
facsimile of historic Carpenters’ Hall within.
ARTICLE II. Purpose and Objectives
Section 1. The Chapter is a division of the Association of Inspectors General registered under the laws of the state within
which it resides whose primary purpose is to provide a civic, educational, charitable, and benevolent
organization for the exchange of ideas, information, education, knowledge, and training among
municipal, local, state, national and international Inspectors General. The Chapter shall foster and
promote public accountability and integrity in the general areas of the prevention, examination,
investigation, audit, detection, elimination and prosecution of fraud, waste and abuse, through
policy research and analysis; standardization of practices, policies, conduct and ethics;
encouragement of professional development by providing and sponsoring educational programs.
The following professional areas of development shall be considered and included by the
Chapter when carrying out the above mentioned purposes and objectives: governmental accounting
and auditing; performance auditing; law enforcement; criminal justice administration; public
administration; public purchasing and procurement; fair labor standards and practices; architectural
design, engineering and construction; financial management and budgeting; contract law; real,
personal and intellectual property law.
The Chapter shall be committed to encouraging interdisciplinary scholarship and teaching of
high quality in these aforementioned areas as they relate to the Inspectors General community. To
advance this purpose the Chapter shall direct, facilitate, coordinate and support joint educational
ventures, enterprises, and operations among centers, professional associations, schools, colleges,
universities and individual faculty and professionals.
It shall also be the responsibility and purpose of the Chapter to confer and collaborate with
municipal, local, county, state and federal government officials, regionally, nationally, and
internationally to formulate proposals and programs for coordination and cooperation in the
aforementioned professional development areas; and to organize and maintain any places, facilities,
libraries, and repositories for accomplishing the purposes of this section.
The Chapter shall also supervise, direct, promote, pursue, and coordinate any historical,
literary, scientific, research and social policies, operations, actions, business, and conduct necessary
and proper in the furtherance of the purposes and objectives in this section.
Section 2. Definitions. The following words, whenever used in these bylaws, shall, unless
the context requires otherwise, have the following meanings:
“accounting” shall mean all financial work including but not limited to, that prepared in
accordance with generally accepted accounting principles (GAAP) as established by the
Governmental Accounting Standards Board (GASB); the standards approved by the United States
Department of the Treasury, the United States Government Accountability Office, and the United
States Office of Management and Budget; the professional standards of the American Institute of
Certified Public Accountants; the recommendations of the Government Finance Officers
Association; and the requirements of state and federal finance law.
“auditing” shall mean the description and evaluation of all financial data and operations
including but not limited to, that done in accordance with “Government Auditing Standards” issued
by the Comptroller General of the United States, also known as Generally Accepted Government
Auditing Standards (GAGAS) and as Yellow Book Standards; and with the International Standards
for the Professional Practice of Internal Auditing issued by the Institute of Internal Auditors also
known as Red Book Standards.
“performance auditing” shall mean an objective and systematic examination of evidence for
the purpose of providing an independent assessment of the performance of a government
organization, program, activity, or function in order to provide information to improve public
accountability and facilitate decision-making by parties with responsibility to oversee or initiate
corrective action. Performance audits include economy and efficiency and program audits.
“law enforcement” shall mean the interpretations, implementation, enforcement, and
prosecution of all applicable state and federal laws.
“criminal justice administration” shall mean administration of both the civil and criminal
law, rules of evidence, expert witness matters, and criminology.
“public administration” shall mean the study, examination, policies, programs and practices
of government including but not limited to public management, ethics, organizational theory,
constitutional law, administrative law, procedural due process, individual substantive rights, equity,
and operational effectiveness, economy and efficiency.
“public purchasing” shall mean the process of procurement of goods and services for the
public, most often publicly funded and publicly utilized. The procurer of the goods and services
may be federal, state or local jurisdictions including any public instrumentalities or authorities,
public corporations, quasi-public bodies, grantees or public contractors. Publicly funded includes
not only tax supported funding and governmental user fees but also publicly generated funds
collected to supplement, or supplant, government funding.
“procurement” shall mean buying, purchasing, renting, leasing or otherwise acquiring or
disposing of supplies, services, equipment, materials, painting, insurance, real property, personal
property, intellectual property, construction, furnishing of labor, time, or effort.
“fraud examination” shall mean the investigation and detection of fraud, larceny, bribery,
extortion, embezzlement, bid rigging, waste, abuse, and conflict of interest.
ARTICLE III. Membership
Section 1. Organization of Members. The initial members of the Chapter shall be those
individuals who signed the petition to establish the Asia-Pacific Chapter of the Association of
Inspectors General at Pearl Harbor, Hawaii on May 1, 2009. These members shall be known as
“Charter Members’ and shall hold charter membership in the Chapter. Each Charter Member shall
have full voting rights. Thereafter, there shall be other classes of membership as follows:
Endowment membership, Life membership, Regular membership, Chapter membership,
Student membership, and Honorary Life membership.
Section 2. Eligibility. Any individual member of the Association, who is of good
character, honor, and integrity and subscribes to the purposes and objectives of the Association and
maintains its code of ethics, shall be eligible to be a member of the Chapter. The Board of Directors
may decide whether to allow Members of another chapter to join as Members of its chapter.
Individual membership in one local chapter may be transferred to another local chapter, subject to
rules and regulations of both chapters and the Association.
Section 3. Dues and Contributions. All applicants must complete and submit a written
application, pay applicable Chapter dues, and agree to abide by these bylaws and the operational
guidelines established by the Association. The dues or minimum contributions of each class of
membership shall be fixed by the Board of Directors of the Chapter upon approval of the Board of
Directors of the Association provided that the Chapter dues shall not be higher than the amount
approved for Association dues.
Section 4. Definition of Membership Classes.
(1) Charter Membership. This class of membership entitles individuals to full voting rights
in the Chapter. Charter members shall be the initial members who signed the
petition to establish the Asia-Pacific Chapter of the Association of Inspectors General at Pearl
Harbor, Hawaii on May 1, 2009 and shall pay annual dues.
(2) Endowment Membership. This class of membership entitles charter members with life
membership and full voting rights in the Chapter. Endowment members may be candidates for
election to vacancies on the Board of Directors and shall pay a lump sum dues contribution as
determined by the Board of Directors and thereafter, are not required to pay annual dues.
(3) Life Membership. This class of membership entitles regular members with life
membership and full voting rights in the Chapter. Life members may be candidates for election to
vacancies on the Board of Directors and shall pay a lump sum dues contribution as determined by
the Board of Directors and, thereafter, are not required to pay annual dues.
(4) Regular Membership. This class of membership entitles any individual to regular
membership in the Chapter. Regular members may be candidates for election to vacancies on the
Board of Directors and membership requires annual dues as determined by the Board of Directors.
(5) Chapter Membership. This class of membership entitles an individual who is a member
of a local chapter of the Association, organized pursuant to Article IV, Section 6 of these Bylaws, to
have membership in the Association with limited rights and privileges as determined periodically by
the Board of Directors. Chapter members are required to pay dues to the -local chapter as
determined by the local chapter. Local chapters are required to pay annual dues to the Association,
at a time and in an amount determined by the Board of Directors, based on the number of chapter
members in the local chapter who are not otherwise members of the Association.
(6) Student Membership. This class of membership entitles any individual who is a student
pursuing an undergraduate or graduate curriculum at a college or university to Student membership.
Student membership requires annual dues as determined by the Board of Directors and does not
provide voting rights in the Chapter.
(7) Honorary Life Membership. An individual may be nominated for Honorary Life
membership by an Officer of the Chapter and be elected by the Board of Directors in recognition of
outstanding service to the Chapter. Not more than one individual shall be elected as an Honorary
Life Member in anyone (1) calendar year. An Honorary Life Member shall enjoy all the rights and
privileges of Life membership.
Section 5. Upgrading Class of Membership. An individual member of one class may
become a member of a different class, if qualified therefore, by contributing the minimum dues or
contribution specified by the Board of Directors for the class of memberships desired, less the dues
or contribution already paid for current membership.
Section 6. Admission to Membership.
(1) An appropriate card or certificate shall be issued to each member as evidence of
(2) Any applicant for any class of membership may be refused admission by the Board of
Directors for any reason deemed by it to be sufficient.
Section 7. Rights and Privileges of Members.
All members shall be able to attend and be heard at all official meetings of members, and shall have the right to attend all meetings of the
Board of Directors, Executive Committee and standing and special committees of the Chapter,
except during executive sessions thereof.
Section 8. Voluntary Termination of Membership. Any member may terminate his or
her membership at any time by a resignation in writing sent to· the Secretary of the Chapter, but such
member will not be entitled to any refund of dues or contributions already paid.
Section 9. Involuntary Termination of Membership and Disciplinary Proceedings.
(l) Default. Any member in default in payment of dues shall be terminated from
membership and all privileges of membership.
(2) Suspension and Expulsion. Any member may be suspended or expelled for good cause
as determined by the Board of Directors, including but not limited to, any conduct which is contrary
to, or in violation of, the Constitution or Bylaws of the Association or Chapter; for having obtained
membership in the Association or Chapter by any material false or misleading statement; or,
without limitation, conduct disruptive to the orderly operation of the Association or Chapter in
pursuit of its goals; violation of one’s obligation of loyalty to the Association or Chapter and its
objectives; violation of the code of ethics of the Association; conviction of a felony; willfully
making false statements or misrepresentations about the Association or Chapter or its
representatives; or filing frivolous complaints. No member so suspended or expelled will be entitled
to any refund of dues or contributions already paid.
ARTICLE IV: Board of Directors
Section 1. Composition. The Board of Directors shall consist of at least 10 members; the
initial Board of Directors will consist of Charter Members of the Chapter. Elected Board members
shall hold a three (3) year tenure on the Board of Directors.
Section 2. Disqualification. Any member terminated, suspended or expelled in violation
of Article III, Section 9.1 and 9.2 or convicted of a felony shall be disqualified for nomination to or
service on the Board of Directors unless the Board for good cause determines to the contrary. For
the purposes of this article the Board of Directors shall be the judge of the election, returns and
qualifications of its own members.
Section 3. Nominations Committee. The Chapter President shall appoint a Board Member
to lead a Nominations Committee consisting of at least two (2) non-Board members.
Section 4. Nomination and Election of Directors. Directors to fill a vacancy shall be
elected from among the Charter members, Endowment members, Life members and Regular
members of the Chapter. Nominations to fill vacancies on the Board of Directors shall be made by
the Nominations Committee.
No later than 90 days prior to the Annual Meeting, the Nominating Committee shall meet to
determine the number of Board of Director vacancies and solicit bye-mail, nominees to fill those
vacancies. The Secretary shall determine if the nominees are members in good standing.
Board Members will be elected for a three-year term or for the remainder of the
uncompleted term should the Board of Directors decide to fill interim vacancies by election. The
Chapter President, with the approval of the Executive Committee, may appoint a member to fill an
Board Members shall be elected by a majority of members attending the Annual Meeting,
which is normally held in December. The election may be conducted by either written ballot or
voice vote. The method of election may be determined by the Chapter President or their designated
The President will announce the results of the election at the Annual Meeting.
Section 5. Powers and Duties.
The Board of Directors shall formulate, set and approve the
policy of the Chapter. The Board of Directors shall assume fiduciary responsibility for maintaining
the fiscal stability of the Chapter and shall manage all fiscal matters. The Board of Directors may
hire, supervise and discharge a chief administrative officer or officers and other employees in order
to implement board policy. The Board of Directors shall manage and control the affairs, property
and business of the Chapter. The Board of Directors shall be authorized to hold, buy, lease,
mortgage, sell, resell, dispose of or encumber any real property, personal property and intellectual
property on any terms as may be required for the Chapter’s use and to purchase and secure options
and leases for the same, as the need may arise. The Board of Directors shall be authorized to also
invest the funds of the Chapter in such real property, personal property or intellectual property as it
may require for carrying out the Chapter’s purposes.
The Board of Directors shall be authorized to vote to charge fees for certain educational,
advisory, consultive or other special and peculiar services as may be from time to time determined.
The Board of Directors shall be authorized to propose the dues or minimum contributions
for each class of membership of the Chapter to be approved by the Board of Directors of the
The Board of Directors shall be authorized to invest principal and income of any funds of
the Chapter in stocks, bonds, certificates of deposits, mutual funds, treasury bonds, notes and bills,
money market funds, bank accounts and other securities as allowed by law.
The Board of Directors shall be authorized to pay, compromise or contest creditors and
claims or controversies against the Chapter and to exercise all rights that may be exercised by any
security holder in an individual capacity and to delegate any such rights.
The Board of Directors shall be authorized to retain any auditors, accountants, attorneys,
agents, depositories, custodians, brokers, investment counsel and advisors and to pay them the usual
compensation for their services, and to accept and act upon the recommendation of any of these
individual retainers and to delegate to any investment counsel, advisor, custodian, broker or agent
and to borrow any amount of funds.
Section 6. Election of Officers.
The Board of Directors shall elect from among its own
members for a term of two (2) years commencing January 1 following the election, a President, a
Vice President, a Treasurer and a Secretary of the Chapter, and members of the Executive
Section 7. Meetings.
(1) Regular Meetings. There shall be at least three (3) regular
meetings of the Board of Directors in each year. A first (1st) regular meeting of the Board of
Directors shall be held approximately 30 days after the election and installation of newly elected
members of the Board of Directors as announced at the Annual Meeting of Members. At this
meeting of the Board of Directors, the officers for ensuing terms shall be elected and such other
business transacted as may properly come before the meeting. The second (2nd) regular meeting of
the Board of Directors shall be held approximately one hundred and twenty (120) days after the
Annual Meeting of Members. The third (3rd) regular meeting of the Board of Directors shall be
held approximately two hundred and forty (240) days after the Annual Meeting of Members. (2)
Special Meetings. A special meeting of the Board of Directors may be held at any time on the call
of the President, or by request of a majority of the Executive Committee. (3) Quorum. At any
regular or special meeting of the Board of Directors one more than one-half of the members shall
constitute a quorum. (4) Upon a request of twenty (20) percent of the membership of the Board of
Directors present, a roll call vote shall be taken on any specified question. Every such roll call vote,
together with the specified question, shall be published by the Secretary in the official journal
within ninety (90) days.
Section 8. Limitations of Liability.
The Chapter shall be fully and solely responsible for
its own legal and financial affairs, and shall hold harmless the Association, by reason of their
affiliation, from any lawsuits, damages, other expenses or liabilities arising out of the activities of
the Chapter. The Chapter shall not be responsible or liable from any lawsuits, damages, other
expenses, or liabilities arising out of the activities of the Association. The Association may procure
liability insurance for the Chapter, and the Chapter agrees to pay all reasonable premiums for such
insurance. In any disputes, the Association is the final authority.
Section 9. Indemnification of Directors and Officers. The Chapter shall, to the extent
legally permissible, indemnify each person who may serve or who has served at any time as a
director or officer of the Chapter against all expenses and liabilities (including counsel fees,
judgments, fines and amounts payable in settlements) reasonably incurred by or imposed upon such
person in connection with any threatened, pending or completed action, suit or other proceeding,
whether civil, criminal, administrative or investigative, in which he or she may become involved by
reason of his or her serving or having served in such capacity (other than a proceeding voluntary
initiated by such person; provided that no indemnification shall be provided for liability arising
from (i) any breach of the officer’s or director’s duty to the Chapter or its members; (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing violation of law,
or (iii) any transaction from which the officer or director derived an improper personal benefit.
Provided further, that as to any matter disposed of by a compromise payment by such person,
pursuant to a consent decree or otherwise, the payment and indemnification thereof have been
approved by the Chapter, which approval shall not unreasonably be withheld, or by a court of
competent jurisdiction. Such indemnification shall include payment by the Chapter of expenses
incurred in defending civil or criminal action or proceeding in advance of the final disposition of
such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such
payment if he or she shall be adjudicated to be not entitled to indemnification under this Article,
which undertaking may be accepted without regard to the financial ability of such person to make
Where indemnification hereunder requires authorization or approval by the Chapter, such
authorization or approval shall be conclusively deemed to have been obtained, ‘lnd in any case
where a director of the chapter approves the payment of indemnification, such director shall be
wholly protected, if the payment has been approved or ratified by a majority vote of a quorum of the
Board of Directors consisting of persons who are not at that time parties to the proceeding, and the
action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to
the Association) appointed for the purpose by vote of the Board of Directors.
Any indemnification or advance of expenses under this Article shall be paid promptly, and
in any event within thirty (30) days, after the receipt by the Chapter of a written request therefore
from the person to be indemnified, unless with respect to a claim for indemnification the Chapter
shall have determined that the person is not entitled to indemnification.
The right of indemnification under this Article shall be a contract right inuring to the benefit
of the directors, officers and other persons entitled to be indemnified hereunder and no amendment
or repeal of this Article shall adversely affect any right of such director, officer or other person
existing at the time of such amendment or repeal.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and
administrators of a director, officer or other person entitled to indemnification hereunder. The right
of indemnification under this Article shall be in addition to and not exclusive of all other rights to
which such director or officer or other persons may be entitled. Nothing contained in this Article
shall affect any rights to indemnification to which chapter employees or agents other than directors
and officers and other persons entitled to indemnification hereunder may be entitled by contract or
otherwise under law.
ARTICLE V. Duties of Officers
Section 1. President of the Chapter.
The President shall preside at all meetings of the
Chapter, of the Board of Directors and of the Executive Committee. The President shall be an ex
officio member, with vote, of all committees, and shall perform all such other duties as usually
pertain to that office and as determined by the Board of Directors.
Section 2. Vice President of the Chapter.
The Vice President shall perform the duties of
the President in his or her absence or at his or her request. In case a vacancy shall occur in the office
of the President, the Vice President shall become President and shall serve for the balance of the
term. With the exceptions of the Nominations Committee, the Committee on Hearings and
Committee on Elections, the Vice President shall be an ex officio member, with vote, of all standing
and special committees. The Vice President shall perform such duties as may be delegated by the
President or assigned by either the President or the Board of Directors. A vacancy in the office of
the Vice President of the Chapter may be filled by a majority vote of the Board of Directors to fill
the unexpired term.
Section 3. Secretary of the Chapter.
The Secretary of the Chapter, under the direction of
the President, shall have the following duties: he or she shall have charge of the archives of the
Chapter and may appoint an Historian from the membership to maintain and document the history
of the Chapter; he or she shall attend to the proper publication of official notices and reports, attest
documents and perform such other duties as usually pertain to his or her office; and he or she shall
have such other duties as may be assigned to him or her from time to time by the President. He or
she shall be Secretary of the Board of Directors and of the Executive Committee. A vacancy in the
office of the Secretary of the Chapter may be filled by a majority vote of the Board of Directors to
fill the unexpired term.
Section 4. Treasurer of the Chapter.
The Treasurer, under the direction of the President, shall have charge of the books of account of the Chapter. He or she shall assist an auditor selected
by the Board of Directors to make an annual audit of the Chapter’s books of account and prepare a
statement of financial condition as of the close of each fiscal year as may be established by the
Board of Directors, and shall furnish a copy of such statement, together with the certificate of audit,
to each member of the Board of Directors. The funds of the Chapter shall be placed in such banks or
accounts as may be designated by the Board of Directors. The Treasurer shall have such other duties
as may be assigned to him or her from time to time by the President. A vacancy in the office of the
Treasurer may be filled by a majority vote of the Board of Directors to fill the unexpired term.
ARTICLE VI. Executive Committee
Section 1. Membership.
There shall be an Executive Committee conslstmg of the
Officers, and two (2) other members elected at-large by the chapter membership from the Board of
Directors. The two (2) members of the Executive Committee nominated by the Nominations
Committee or from the floor at any meeting of the Board of Directors, and elected annually from
said Board, shall serve until their successors are elected and qualified.
Section 2. Duties of the Executive Committee.
The Executive Committee shall exercise
all the powers of the Board of Directors necessary to conduct Chapter business when said Board is
not in session, other than the power to repeal or amend the Bylaws, or adopt new Bylaws.
Section 3. Vacancies in the Executive Committee. A vacancy due to an unexpired term
on the Executive Committee may be filled by the Chapter President, with the approval of a majority
of the Board of Directors present, at any regularly scheduled Board meeting.
Section 4. Meetings of the Executive Committee.
(a) Meetings of the Executive Committee will be held on the call of the President,
reasonable notice being given.
(b) A special meeting shall be called by the President at any time upon demand in writing
stating the objective of the proposed meeting and agreed to by not less than a majority
of the committee.
(c) One more than one-half of the Executive Committee shall constitute a quorum.
ARTICLE VII. Standing and Special Committees of the Chapter
Section 1. Standing and Special Committees of the Chapter.
The Board of Directors or
the Executive Committee may establish such standing and special committees of the Chapter as
may be deemed necessary from time to time to fulfill the objectives of the Chapter. Each special
committee will report at such time and place as may be specified by the President or the Board of
At least once each year, each committee shall submit a written report through the Secretary
of the Chapter to the Board of Directors at a regular meeting of the Board, and at such other time as
may be requested by the President. A committee may also make written reports and
recommendations to the Board of Directors or to the Executive Committee at any regular or special
Section 2. Committee Members.
Members of the Chapter in good standing may be
appointed by the Board of Directors or the committee consisting of the President and the Vice
President to membership on such standing and special committees of the Chapter as may be
established, and shall serve at the pleasure of the body that appointed each of them, respectively, or
the Board of Directors or until their successors have been duly appointed, whichever last occurs.
The Board of Directors at any regular or special meeting of the Board of Directors may reject the
appointment of or remove any committee Chairperson, Vice Chairperson, or non-Board committee
member from any committee. Upon written request of two or more members of the Board of
Directors, a vote to reject or remove any Chairperson, Vice Chairperson, or non-Board committee
member shall be placed before the Board of Directors for action by a roll call vote at that meeting.
The Board of Directors may, at its pleasure, on a motion duly made at that meeting, elect by a
majority vote, a replacement to any vacancy created by its action.
Section 3. Responsibilities of Committees.
The Board of Directors or the Executive Committee shall assign responsibilities to the committees relating to the administration, conduct,
regulation, or oversight of particular activities or special areas or endeavors of the Chapter, except
that no corporate authority may be delegated to any committee unless all members of such
committee are members of the Board of Directors of the Chapter, and unless such committee has
been-delegated such authority by a resolution adopted by a majority of the entire Board of
Section 4. Limitations on Powers of Committees.
No special or standing committee of
the Board of Directors or of the Chapter shall exercise any powers prohibited to the Executive
Section 5. Committee Organization; Meetings.
Committee chairpersons are authorized to appoint subcommittees and ad hoc committees from among the members of their respective full
committee, as the Chairperson deems necessary. Official meetings of the committee or
subcommittees thereof shall be authorized, by the Board of Directors. The Chairperson shall inform
the Secretary of the committee, who will issue the official notice for such meeting.
Section 6. Conference Telephone Meetings.
Members of any board or committee of the
Chapter may participate in a meeting of such committee, conducted by means of a conference
telephone or similar communications equipment allowing all persons participating in the meeting to
hear one another at the same time. Participation by such means shall constitute presence in person
at a meeting.
ARTICLE VIII. Prohibition of Proxy Voting
Section 1. Prohibition of Proxy Voting.
At all meetings of the Board of Directors,
Executive Committee, other committees of the Chapter, and meetings of members, each person
entitled to vote shall have a right to cast one (1) vote on each question presented, which vote shall
be cast in person and not by proxy.
ARTICLE IX. Order of Business
Section 1. Order of Business. The following shall be the regular order of business at allmeetings of the members, the Board of Directors or the Executive Committee:
1. Roll Call.
2. Approve minutes of previous meeting.
3. Reports of officers.
4. Fill vacancies and conduct prescribed elections.
5. Reports of committees and committee resolutions.
6. Special Orders.
7. Unfinished business and General Orders.
8. New business.
The regular order of business contained in this Section may be changed for a particular
meeting by a two-thirds (2/3) vote of those voting at the meeting.
Section 2. Parliamentary Authority and Parliamentarian.
(a) Roberts Rules of Order Newly Revised shall provide the parliamentary authority for,
and govern the deliberations of, all meeting of the members, Board of Directors and
Executive Committee unless specific exceptions are made herein.
(b) Parliamentarian. The President may appoint an official Parliamentarian of the Chapter,
who shall serve at the pleasure of the President.
ARTICLE X. Amendments
Section 1. Prior Written Approval.
No amendments may be made to these bylaws without
prior written approval of the Association upon a vote of a majority of the Board of Directors of the
Association of Inspectors General.
Section 2. Amendments by the Board of Directors.
The Chapter Bylaws except Article III, Sections 1 and 3, shall only be amended at any of
the three (3) regular meetings, of the Board of Directors, provided for in Article IV, Section 7.1. In
order to be adopted, an amendment shall receive a. two-thirds (2/3) vote of the Board of Directors
present and voting, provided that each amendment has been submitted in writing at the previous
regular meeting of said Board, or has been sent in writing by mail to every member of the Board
listed in the most recent Official Directory not less than sixty (60) days prior to the scheduled Board
meeting. To qualify under this Section, the proposed amendment must be signed by at least one
fourth (IA) of the members of the Board of Directors. Article III, Sections 1 and 3 shall not be
ARTICLE XI. Implied Consent
Section 1. Implied Consent.
By adoption of these Chapter Bylaws the Chapter, its
members, officers, and directors have consented to abide by the provisions of the Association’s
charter, constitution, bylaws, the trademark licensing agreement, the chapter rulebook and such
other rules and regulations which the Association has adopted.
ARTICLE XII. Trademark License Agreement
This TRADEMARK LICENSE AGREEMENT (“Agreement”) is made and entered into
between the ASSOCIATION OF INSPECTORS GENERAL, a Pennsylvania Corporation, having a
principal business address at Historic Carpenters’ Hall, 320 Chestnut Street, Philadelphia,
Pennsylvania 19106 (“Licensor”), and the following Local Chapter of the ASSOCIATION OF
INSPECTORS GENERAL named Asia-Pacific Chapter (“Licensee”) whose principal business
address is located in the following city and state: Honolulu, Hawaii.
THEREAS, Licensor is corporation organized under the laws of the State of Pennsylvania
for the purpose of providing a civic, educational, charitable, and benevolent organization for the
exchange of ideas, information, education, knowledge, and training among municipal, local, state,
national and international Inspectors General;
WHEREAS, the Licensor wishes to license the use of the name ASSOCIATION OF
INSPECTORS GENERAL and the use of the SealJLogo of the ASSOCIATION OF INSPECTORS
GENERAL to the Local Chapters of the Association;
WHEREAS, Licensee is a Local Chapter of the Association, duly formed and organized
under the rules and regulations set forth by the Association and the Licensor;
NOW THEREFORE, in consideration of the mutual promises herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
Section 1. License
(1) Ownership. Licensor owns all federal and common law trademarks in (1) the name
ASSOCIATION OF INSPECTORS GENERAL, CERTIFIED INSPECTOR
GENERAL, CERTIFIED INSPECTOR GENERAL AUDITOR, and CERTIFIED
INSPECTOR GENERAL INVESTIGATOR and (2) the Seal of the ASSOCIATION
OF INSPECTORS GENERAL (U.S. Registration # __) (collectively referred to
herein as the “Trademarks”). Licensor warrants that said trademarks are in full force
and good standing.
(2) License. Subject to the terms and conditions of this Agreement, Licensor hereby grants
to Licensee and Licensee hereby accepts, without the right to sublicense, the
nonexclusive, nontransferable right, license, and privilege to use the Trademarks solely
and only upon and in connection with the promotion of the purposes of the Chapter as
set forth in the Local Chapter Charter and Rulebook and other rules and regulations set
forth for the operation of Local Chapters.
(2) Term. The tern of the License hereby granted shall continue until terminated in
accordance with the terms of this Agreement.
Section 2. Use of Trademarks
(1) Limitations to Licensee’s Right. Except as provided in Article XI Section 1(2)
Licensee shall not make use of any Trademark or portion thereof or any term, phrase
or design which is likely to be confusingly similar to, or a colorable imitation of; a
Trademark or other trademarks owned by Licensor in any manner whatsoever,
including but not limited to any use or a part of a company name or trade name, as a
service mark, in its advertising or on its stationery, business cards or the like, except as
provided herein. No right or license is granted hereby by implication or otherwise
under any mark, trademark, service mark or trade name of Licensor except as
specifically provided in Article XI Section 1(2) hereof No right to sublicense is
granted or permitted hereunder; any attempt to sublicense any of the rights granted
hereunder shall render this License null and void.
(2) Further Duties of Licensee. (i) Licensee shall not use the Trademarks directly or
indirectly on or in connection with or in relation to, any product or service except
pursuant to authorized Chapter purposes as defined in Article XI Section 1(2); (ii)
Licensee shall not attack the title of Licensor and its grantors in and to the Trademarks,
nor will it attack the validity of the license granted hereunder; (iii) Licensee shall not
harm, misuse or bring into disrepute the Trademarks; (iv) Licensee shall use the
Trademarks in an ethical and legal manner and in accordance with the terms of this
Agreement; (v) Licensee shall not create any expenses chargeable to Licensor without
the prior written approval of Licensor; (vi) Licensee shall not enter into any
agreements with respect to the use of the Trademarks without Licensor’s consent; (vii)
Licensee shall not use the Trademarks with or in connection to a name or trademark of
another company such as to create the impression that any trademark or property of
Licensor are related to such rights of a third party, including Licensee.
(3) Nonexclusivity. Nothing in this Agreement shall be construed to prevent Licensor
from granting any other license for the use of the Trademarks or from utilizing the
trademarks in any manner whatsoever.
(4) Goodwill. Licensee represents, warrants, covenants and agrees that it will conduct
business in a manner designed to protect and enhance the reputation and integrity of
the Trademarks and the goodwill associated therewith, and Licensor reserves all rights
of approval, which are necessary to achieve this result. Licensee further recognizes and
acknowledges that the Trademarks have acquired secondary meaning in the mind of
the public. Notwithstanding anything expressed in this Agreement to the contrary,
Licensee shall not acquire, be deemed to have acquired and shall not claim any rights
to the Trademarks other than the rights granted by Licensor under this Agreement.
(5) Licensor’s Title and Protection of Licensor’s Rights
(a) Protection of Licensor’s Rights. Licensee agrees that it will not do or suffer to be
done, during the term of this Agreement, any act or thing that will impair in any
way the rights of Licensor to the Trademarks. Licensor hereby indemnifies
Licensee and undertakes to hold it harmless against any claims or suits arising
solely out of the use by Licensee of the Trademarks as authorized in this
Agreement, provided that prompt notice is given to Licensor of any such claim or
suit and provided, further, that Licensor shall have the option to undertake and
conduct the defense of any suit brought and that no settlement of any such claim
or suit is made without the prior written consent of Licensor.
(b) Assistance in Protecting Rights. Licensee agrees to assist Licensor to the extent necessary in the procurement of any protection or to protect any of Licensor’s
rights to the Trademarks, had Licensor, if it so desires, may commence or
prosecute any claims or suits in its own name or in the name of Licensee or join
Licensee as a party thereto. Licensee shall promptly notify Licensor in writing of
any infringement or imitation by others of the Trademarks on products the same
as or similar to those covered by this Agreement which may come to Licensee’s
attention, and Licensor shall have the sole right to determine whether or not any
action shall be taken on account of any such infringement or imitation.
(c) No Registration by Licensee. Licensee shall not attempt to register, in any
country, any Trademark or portion thereof alone or as part of its own trademark
nor shall Licensee use or attempt to register any marks which are likely to be
confusingly similar to or constitute a colorable imitation of a Trademark.
(6) Indemnification by Licensee and Insurance. Licensee hereby indemnifies Licensor and
agrees to defend against and hold Licensor harmless from any claims, suits, loss, and
damage arising out of the unauthorized or unapproved use of any trademark, patent,
process; idea, method, or device by Licensee and any contractual or other liability
claims or product liability claims, whether based upon negligence, strict liability, or
any other legal theory and whether including personal injury or property damage.
Licensee may, at its sole discretion, procure liability insurance for Licensee. Licensee
agrees to pay all reasonable premiums for such insurance.
(7) Quality Control.
(a) Quality Standards. Licensee acknowledges that if products or services provided or
sold by it were of inferior quality in design, material or workmanship; the
substantial goodwill, which Licensor has built up and now possesses in the
Trademark, would be impaired. Accordingly, it is an essential condition of this
Agreement, and Licensee hereby covenants and agrees, that any use of the
Trademarks covered by this Agreement shall be of high standard and of such
quality, style and appearance (“Quality Standards”) as shall (in the sole and
unfettered judgment of Licensor) be adequate and suited to their exploitation to the
best advantage and to the protection and enhancement of the Trademarks and the
goodwill pertaining thereto; that all services or business conducted by Licensee
will be in accordance with all applicable, Federal, State and local laws; and that the
policy of sale, distribution and/or exploitation by Licensee shall be of high
standard and to the best advantage of the Trademark and that the same shall in no
manner reflect adversely upon the good name of Licensor.
(b) Reporting and Inspection.
In order to determine whether Licensee is maintaining the Quality Standards, Licensee shall: (i) provide to Licensor, a written report as needed, on a quarterly basis, describing any and all material complaints which Licensee has received regarding Products; (ii) provide to the Licensor upon Licensor’s request, with copies of any products, material, correspondence or any other item containing any of the Trademarks have been used during the prior quarter and (iii) permit representatives of Licensor to inspect Licensee’s facilities
at any time during normal business hours to determine whether Licensee is
maintaining the Quality Standards. Any such inspection shall be conducted in a
manner that will not interfere with Licensee’s normal business activities.
(c) No New Use of Trademarks.
Licensee is restricted to using the trademarks solely
in connection with the authorized activities of the Local Chapter as authorized by
the Licensor. Licensee may not sell, license, rent or otherwise distribute any new
use of a Trademark in connection with any product or service.
(d) Promotional Material!Advertising. Licensee shall provide Licensor with samples of
all, or at Licensor’s option a representative sampling of, proposed packaging,
advertising copy, brochures, catalogs, marketing and promotional materials,
documentation and technical materials and all other written materials used in
connection with the services or products bearing the Trademarks (individually or
collectively, the “Material”) for Licensor’s approval of (1) the manner in which the
Trademarks are used and (2) conformance to the Quality Standards. If Licensor
shall fail to object in writing within thirty (30) days after receipt of the Material, it
shall be deemed to have consented to Licensee’s use of the Material. Such
approval by Licensor shall not constitute waiver of Licensor’s rights or Licensee’s
duties under any provision of this Agreement.
Section 3. Term and Termination
(1) Termination. This Agreement may be terminated upon the first to occur of any of the
(a) Termination by Agreement. In the event Licensee and Licensor shall mutually
agree in writing, this Agreement may be terminated on the date specified in such
(b) Optional Termination. In the event Licensor shall, with or without cause, give
written notice of termination no less than sixty (60) days in advance of the
expected termination date, this Agreement shall terminate on the date specified in
(c) Dissolution of Licensee. In the event the Licensee is dissolved, either voluntarily or
involuntarily, or its authorization to act as a Local Chapter of the ASSOCIATION
OF INSPECTORS GENERAL is revoked, the Agreement shall terminate. In the
event of dissolution or final liquidation of the Chapter, after paying or making
provision for the payment of all of the liabilities and obligations of the Chapter and
for necessary expenses thereof, all of the remaining assets and property of the
Chapter shall be distributed to the ASSOCIATION OF INSPECTORS GENERAL
provide it remains organized and operated exclusively for charitable, professional,
and educational purposes qualifying as an exempt organization under Section
501(c)(3) of the Internal Revenue Code of 1986, as amended and if not, to an
organization which does qualify. In no event shall any of such assets or property be
distributed to any director or officer or to any private individual.
(d) Bankruptcy. In the event that either party becomes insolvent, or if any petition
under federal or state law pertaining to bankruptcy or insolvency or for a
reorganization or arrangement or other relief from creditors shall be filed by or
against either party, or if any assignment, trust, mortgage, or other transfer shall be
made of all or a substantial part of the property of either party, or if either party
shall make or offer composition in its debts with its creditors, or if a receiver,
trustee, or similar officer or creditor’s committee shall be appointed to take charge
of any property of or to operate or wind up the affairs of either party, then the other
party may by written notice immediately terminate this Agreement.
(e) Specific Licensor Breaches. In the event Licensor breaches this Agreement and,
after having received written notice which begins a thirty (30) day grace period in
which to initiate corrective action to remedy such breach, fails during the grace
period to have made a good faith effort to initiate corrective action contemplated to
be substantially completed within a thirty (30) day period following the end of the
grace period, then Licensee may by written notice to the Licensor immediately
terminate this Agreement.
(2) Licensee Breaches. At Licensor’s option, in the event Licensee (i) is in default of any
material obligations having an impact upon Licensor, or (ii) uses or attempts to use the
trademarks owned by Licensor in any manner not authorized by Licensor or this
Agreement, then Licensor may by written notice to Licensee terminate this Agreement
if Licensee has failed to cure such default within fifteen (15) days of Licensor’s written
notice of such violation.
(3) Procedure for Giving Notice of Default by Licensee. If the Licensee wishes to give
Licensor a notice of default, it may only be discussed or acted upon at a regularly
scheduled Board of Directors meeting. A principal of the Licensor, and any witnesses
it designates, shall have the right to speak at the Chapter meeting which is called for
the purpose of considering a request to notify Licensor of an alleged default.
(4) Effects of Termination. Upon termination of this Agreement, as hereinabove provided,
neither party shall have any further obligations hereunder except for (i) obligations
accruing prior to the date of termination and (ii) obligations, promises, or covenants set
forth herein that are expressly made to extend beyond the Term, including, without
limitation, indemnities, and fees which provisions shall survive the expiration or
termination of this Agreement. Upon expiration or termination of this Agreement,
Licensee shall have ceased using all Trademarks and all rights granted to Licensee
hereunder shall revert to the Licensor.
(5) Continued Services. Following any notice of termination hereunder, whether given by
either party, Licensee and Licensor will fully cooperate with each other in all matters
relating to the discontinuance of services by Licensor at Licensee’s premises and the
continuation of Licensee’s activities.
Section 4. Arbitration of Disputes
(1) Procedure. All disputes, claims or other matters in question between the parties,
between an employee and a party or an employee and any or all parties whether or not
related to this Agreement or arising out of Licensee’s or Licensor’s business and the
relationship between them, employees and Licensee’s activities shall be decided by
arbitration to be conducted at a neutral site in Philadelphia, Pennsylvania pursuant to
the Federal Arbitration Act, 9 U.S.C. sec. 1, et seq. The foregoing is to be broadly
interpreted as encompassing all disputes between and among the parties and/or
employees. The expedited procedures under the Commercial Arbitration Rules of the
American Arbitration Association shall govern, except to the extent modified by this
Agreement. The party demanding arbitration shall submit to the other party(ies) to the
dispute and to the American Arbitration Association a written notice and demand for
arbitration containing a concise statement of the grounds for the claim or dispute, and
the amount of the claim or dispute, in a manner designed to fairly apprise the other
party(ies) and the arbitrator(s) of the claims being made. Persons knowledgeable in
multiple association management shall serve as arbitrators. All claims each party has
against another party to the proceeding must be submitted to arbitration, for the
purpose of avoiding multiple proceedings, or such claim is waived.
(2) Authority of Arbitrator & Prohibition of Litigation. The arbitrator(s) shall be
authorized (a) to proceed in the absence: of a party who fails or refuses to participate in
the arbitration proceeding after due notice, (b) to make determinations of law and fact,
(c) to render an award granting monetary damages, including any party by prohibiting
or requiring any action, making a declaration as to the existence or non-existence of
any rights or liability and (d) to grant any reasonable relief as may exist under law or
equity to remedy and resolve the claim or controversy. The arbitrator(s) shall be
further empowered to assess sanctions as provided under the Federal Rules of Civil
Procedure for failure to engage in the process of discovery and exchange of
information. The award rendered by the arbitrator(s) shall be binding, final and nonappealable
and judgment may be entered upon the award upon the application of the
prevailing party by any court of competent jurisdiction situated in Philadelphia,
Pennsylvania. No action shall be had in any court prior to the rendering of the
arbitrator’s(s’) award and application for judgment on and enforcement of the award.
If a party files suit without demanding arbitration or files suit at any time after a
demand for arbitration has been made, the court shall immediately abate such suit and
no further proceedings in Court shall be allowed, including discovery and all pre-trial
procedures, shall be had prior to the rendition of the arbitrator(s) award.
(3) Agreements to Litigate Disputes. Nothing in this Article shall prevent the parties to a
dispute from agreeing in writing to forego arbitration and litigate their dispute in any
forum, which they agree upon. In the absence of a written agreement to forego
arbitration, a party may move for abatement and demand arbitration of a dispute, which is in litigation any time prior to 30 days before the announcement of ready for trial.
Section 5. General Provisions
(1) Exhibits, Schedules and Other Instruments. As used herein, the expression “this
Agreement” means the body of this Agreement and all exhibits, certificates and
schedules; and the expressions “herein”, “hereof, and “hereunder” and other words of
similar import refer to this Agreement and such exhibits, certificates and schedules as a
whole and not to a particular part or subdivision thereof unless otherwise clearly
(2) Independent Relationship. It is mutually understood and agreed that Licensee and
Licensor, in performing their respective duties and obligations under this Agreement,
are at all times acting and performing as independent contractors with respect to each
other and nothing in this Agreement is intended nor shall be construed to create an
employer/employee relationship or a joint venture relationship.
(3) Notices. Any notice, demand, or communication required, permitted, or desired to be
given shall be deemed effectively given (i) when personally delivered, (ii) upon receipt
when delivered by telephonic document transfer, (iii) three (3) business days following
the day the notice is mailed by prepaid certified mail, return receipt requested, or (iv)
the next business day following deposit with a reputable overnight courier. Notice to
Licensee shall be sent to the current business or residential address of the President of
the Local Chapter and placed to his or her attention. Notice to Licensor shall be sent to
the attention of President, ASSOCIATION OF INSPECTORS GENERAL, Historic
Carpenters’ Hall, 320 Chestnut Street, Philadelphia, Pennsylvania 19106. Rejection or
other refusal to accept or the inability to deliver because of a changed address of which
no notice was given in accordance with the provisions hereof, shall be deemed to be
receipt of the notice sent.
(4) Legal Actions. As requested by Licensee, Licensor shall advise and assist Licensee in
instituting or defending, in Licensee name, all legal actions or proceedings by or
against third parties arising out of the Licensee’s activities, including, without
limitation, those actions necessary for the protection and continued operation of
Licensee. Both parties shall agree in advance upon the selection of counsel.
(5) Legal Fees and Costs.
(a) Legal Defense Costs. In the event that either Licensor or Licensee and/or any of
the agents of each respective party is named in a lawsuit either along with or
without the other, if the subject matter of the suit relates to the Licensee’s activities
or to conduct within the scope and course of Licensor’s appointment hereby, each
party agrees to be financially responsible to the other for reasonable defense costs
which may include the costs of prosecuting any counterclaims, cross-claims, thirdparty
claims or otherwise which the counsel for Licensor and/or any of its agents in
good faith believes will assist in the advantageous resolution of the suit. Licensor
and/or its agents will be entitled to select its own defense counsel for which
Licensee shall be obligated to timely pay invoices for legal services as they are
received. Licensee hereby indemnifies Licensor and/or its agents for all acts which
are undertaken in the course and scope of Licensor’s appointment with Licensee
for all attorney’s fees, costs, expenses of every kind and character, damages,
judgments and settlements.
(b) Dispute between the Parties. In the event either party brings any action for relief
against the other, declaratory or otherwise, arising out of this Agreement (including
actions to enforce and interpret this Agreement), the losing party shall pay to the
prevailing party, in addition to any other relief to which such party shall be
entitled, a reasonable sum for attorneys fees incurred in bringing such suit and/or
enforcing any judgment granted therein, all of which shall be deemed to have
accrued upon the commencement of such action and. shall be paid whether or not
such action is prosecuted to judgment. Any judgment or order entered in such
action shall contain a specific provision for the recovery of attorney fees and costs
incurred in enforcing such judgment, in addition to any other relief to which such
party shall be entitled.
(6) Choice of Law and Venue.
THIS AGREEMENT HAS BEEN EXECUTED AND
DELIVERED IN PHILADELPHIA COUNTY, PENNSYLVANIA AND SHALL BE
INTERPRETED, CONSTRUED, ENFORCED AND GOVERNED BY AND IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS.
VENUE FOR ALL DISPUTES SHALL LIE EXCLUSIVELY IN PHILADELPHIA
COUNTY, PENNSYLVANIA. SUBJECT TO THE PROVISIONS CONCERNING
ARBITRATION, ALL PARTIES CONSENT TO THE JURISDICTION CF ANY
COURT OF COMPETENT JURISDICTION SITUATED IN PHILADELPHIA
Except as may be herein specifically provided to the contrary, this
Agreement shall inure to the benefit of, and be binding upon, the parties hereto and
their respective legal representatives, successors and assignees; provided, however,
that neither party shall assign, transfer or pledge its rights and obligations under this
Agreement, whether by operation of law or otherwise, or collaterally assign or
hypothecate this agreement without the prior written consent of the other party. This
Agreement shall be binding on the current Officers of Licensee as well as any future
(8) Waiver of Breach.
The waiver by either party of a breach or violation of any provision
of this Agreement shall not operate as, or be construed to constitute, a waiver of any
subsequent breach of the same or another provision hereof.
Whenever the context of this Agreement requires, the gender of all words
herein shall include the masculine, feminine and neuter and the number of all words
herein shall include the singular and plural. The tenn “person” when used herein shall
mean an individual, partnership, joint venture, corporation, trust, government entity
(10) Additional Assurances.
Except as may be herein specifically provided to the contrary,
the provisions of this Agreement shall be self-operative and shall not require further
agreement by the parties; provided, however, at the request of either party, the other
party shall execute such additional instruments and take such additional acts as are
reasonable and as the requesting party may deem necessary to effectuate this
(11) Consents, Approvals and Exercise of Discretion.
Except as may be herein specifically
provided to the contrary, whenever this Agreement requires any consent or approval to
be given by either party, or either party must or may exercise discretion, the parties
agree that such consent or approval shall not be unreasonably withheld or delayed and
such discretion shall be reasonably exercised in good faith.
(12) Force Majeure.
Neither party shall be in default or be liable for any delay or failure in
perfonnance under this Agreement or other interruption of service resulting, directly or
indirectly, from acts of God, civil or military authority, acts of public enemy, war,
accidents, fues, explosions, earthquakes, floods, failure of transportation, strikes or
other work interruptions by either party’s employees, or any other similar cause
beyond the reasonable control of either party.
In the event any provision of this Agreement is held to be invalid, illegal,
or unenforceable for any reason and in any respect, if the extent of such invalidity,
illegality or unenforceability does not destroy the basis of the bargain herein such
invalidity, illegality, or unenforceability shall in no event affect, prejudice, or disturb
the validity of the remainder of this Agreement, which shall be in full force and effect,
enforceable in accordance with its tenns as if such provisions had not been included,
or had been modified as provided below, as the case may be. To carry out the intent of
the parties hereto as fully as possible, the invalid, illegal or unenforceable provision(s),
if possible, shall be deemed modified to the extent necessary and possible to render
such provision(s) valid and enforceable. The parties agree to mediation to assist in
seeking an agreement as to the modification, or arbitration under Article XI Section 4
as appropriate to resolve a dispute, as either may be appropriate for resolving the
specifics of such modification. In the event this Agreement cannot be modified to the
satisfaction of the parties hereto, then either party may terminate this Agreement upon
ten (10) days written notice.
(14) Divisions and Headings.
The division of this Agreement into articles, sections and
subsections and the use of captions and headings in connection therewith are solely for
convenience and shall not affect in any way the meaning or interpretation of this
(15) Amendments and Agreement Execution.
This Agreement and amendments thereto
shall be in writing and executed in multiple copies on behalf of Licensee by its duly
authorized representative and on behalf of Licensor by its duly authorized
representative. Each multiple copy shall be deemed an original, but all multiple copies
together shall constitute one and the same instrument.
(16) Entire Agreement.
This Agreement supersedes all previous agreements (written or
oral) and constitutes the entire agreement of whatsoever kind or nature existing
between or among the parties respecting the within subject matter and no party shall be
entitled to benefits other than those specified herein. As between or among the parties,
no oral statements or prior written material not specifically incorporated herein shall be
of any force and effect; the parties specifically acknowledge that in entering into and
executing this Agreement, the parties rely solely upon the representations and
agreements contained in this Agreement and no others. All prior representations or
agreements, whether written or verbal, not expressly incorporated herein are
superseded. This Agreement may not be amended, supplemented, canceled or
discharged expect by written instrument executed by all parties hereto. This
Agreement may be executed in two or more counterparts, each and all of which shall
be deemed an original and all of which together shall constitute one instrument. It shall
not be necessary that the signatures of all the parties appear on each counterpart; it
shall be sufficient that the signature of each party appear on one or more counterparts.
(17) Rules of Construction.
The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and the parties hereby agree that the normal rule
of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of this Agreement or any amendments
or exhibits, certificates and schedules hereto. The term “include” or “including” shall
mean without limitation by reason of enumeration.
(18) Third Parties.
None of the provisions of this Agreement shall be for the benefit of third
parties or enforceable by any third party. Any agreement to pay an amount and any
assumption of a liability herein contained, expressed or implied, shall only be for the
benefit of the parties hereto and such agreement or assumption shall not inure to the
benefit of the any third party, including an obligee.
(19) No part of the net earnings of the Chapter shall inure to the benefit of, or be
distributable to any director or officer of the Chapter, or any other person. Except that
the Chapter will be authorized and empowered to pay reasonable compensation for
services rendered to or for the Chapter and to make payments and distributions in
furtherance of the purposes set forth above.
(20) No substantial part of the activities of the Chapter shall be the carrying on of
propaganda, or otherwise attempting to influence legislation (except as otherwise
permitted by Section 501 (h) of the Internal Revenue Code of 1986, as amended. The
Chapter shall not participate in or intervene in (including the publishing or distribution
of statements concerning) any political campaign on behalf of or in opposition to any
candidate for public office. Notwithstanding any other provision of these articles, the
Chapter shall not carry on any activities not permitted to be carried on by:
(a) by an organization exempt from the federal income tax under Sections 501(c)(3) of
the Internal Revenue Code of 1986, as amended; or
(b) by an organization, contributions to which are deductible under Section 170 (c)(2)
of the Internal Revenue Code of 1986, as amended.
IN WITNESS WHEREOF, Licensee and Licensor execute this Agreement in multiple originals:
ASSOCIATION OF INSPECTORS GENERAL
Asia-Pacific Chapter of the ASSOCIATION OF INSPECTORS GENERAL
Betty Vega, President
The Board of Directors adopted these revised Model Chapter Bylaws
at its meeting on May 20, 2009 in Orlando, Florida.
Lora L. Manon, Secretary
Change 1 approved by Board of Directors at its meeting on May 18, 2011 in Chicago, Illinios (chapter transition from separately incorporated to a division of AIG).
IN WITNESS WHEREOF, Licensee and Licensor execute these changes in multiple originals:
ASSOCIATION OF INSPECTORS GENERAL
Asia-Pacific Chapter/Division of the ASSOCIATION OF INSPECTORS GENERAL
Betty B. Vega, President
Recorded by: Lora L. Manon, Secretary of the ASSOCIATION OF INSPECTORS GENERAL