The name of the organization is Association of Thai Professionals in America and Canada (ATPAC).

Section 1: The Association of Thai Professionals in America and Canada was incorporated under the laws of the State of Texas in 1992.

Section 2: The period of the incorporation is perpetual.

Section 3: The management of the affairs and funds of the corporation shall be vested in the Board of Directors as the Bylaws provide.

Section 4: In the event of the dissolution of the corporation, all of its remaining assets shall be distributed exclusively for charitable, scientific, technological or educational purposes in Thailand as required by the Internal Revenue Service (IRS) Code of the United States of America for charitable organizations.

Section 5: The principal office of the corporation in the State of Texas shall be located (in Lubbock, Lubbock County, Texas) according to the location of the president. The corporation may have other offices, either in Texas or elsewhere, as the Board of Directors may determine. The Board of Directors may change the location of any office of the corporation according to the IRS regulation.

Section 6: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of the purposes set forth in the Articles of Incorporation. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation. The corporation shall not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of the Articles of Incorporation, the corporation shall not carry on any other activity not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contribution to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

The objectives for which the corporation is formed and its general purposes are:

(1) To promote the advancement of scientific knowledge, technology, and education in Thailand.

(2) To establish liaison and promote cooperation among corporations and related organizations in Thailand, the United States, Canada and other countries.

(3) To maintain close association and fraternity among members.

Section 1: All memberships shall be by application and/or invitations (and approved) by membership committee (An affirmative votes of the majority of the Membership Committee present and voting shall be required for admission of any applicant who meets the membership qualifications then in effect.)

Section 2: The corporation shall have 4 (four) classes of membership: Members (and Life Members), Associate Members, Honorary Members and Institution Members.

Section 3: MEMBERS AND LIFE MEMBERS: ATPAC Members shall be professionals who are interested in the objectives of the Association. Members shall be required to pay an initiation fee and applicable annual dues. Members who have paid a Life-Member fee as determined by the Board of Directors shall be Life Members and shall be exempt from paying further annual dues in his/her lifetime. Members and Life Members shall be entitled to hold office and vote on matters submitted to a vote of the Members.

Section 4: ASSOCIATE MEMBERS: Associate Members shall be students who are interested in the objectives of the Association and members of the ATPAC Youth Chapter. The Associate Members shall pay an initiation fee, and annual dues as determined by the Board of Directors. The Associate Members shall enjoy all the privileges of the Members except that they shall not have the right to vote or hold office.

Section 5: HONORARY MEMBERS: The Board of Directors may elect as "Honorary Members" individuals:

a. who have rendered distinguished services to Thailand in the field of science, technology or education; or

b. who have supported and furthered the causes of the Association.

The Honorary Members shall not be required to pay fees or dues but shall enjoy all the privileges of the Members except that they shall not have the right to vote or hold office.

Section 6: INSTITUTION MEMBERS: This class of members consists of institutions which have contributed to or supported the objectives and activities of the Association.

Section 7: Termination of Membership: The Board of Directors shall have the power to terminate membership in any category for any cause which in their judgement shall be deemed sufficient. This may occur only after the member involved has been notified in writing of the cause for termination. The member shall have the right to appeal the decision to the Grievance Committee. Membership shall also terminate if the member fails to pay the appropriate fees and dues.

Section 1: Membership. The Board of Directors shall consist of the President, the five (5) regional directors and the Chairperson of the Advisory Board, total of seven (7). The Chairperson of the Advisory Board shall be the Chairperson of the Board of Directors and preside over all meetings of the Board of Directors.

Section 2: The Advisory Board. The Advisory Board shall consist of voting members and non-voting members. Voting Advisory Board members shall consist of immediate past president and three (3) elected members; each shall serve a staggering two year term. Non-voting Advisory board members shall consist of one representative from each of the following organizations: Ministry of Science, Technology and Environment (MOSTE); Ministry of the University Affairs (MUA); National Science and Technology Development Agency (NSTDA); and Thailand Research Fund (TRF).

The Chairperson of the Advisory Board shall be elected (annually) by the members of the Advisory Board. The Advisory Board shall oversee the officers and the Board of Directors in the performance of their duties as prescribed in the Bylaws. The Advisory Board and the Board of Directors [total of ten (10)], by a majority vote at a regular or special meeting, shall have the authority to suspend and recommend the removal of any member of the Board of Directors, including the President, who fails to perform his/her duties. Notification of the grounds for suspension or removal shall be sent by registered mail, return-receipt-requested, by the Secretary of the Association to each and every regular Member at the address shown on the records of the Association. A majority vote of the Members by mail ballots shall be necessary to effect such removal from office and, in the absence of this majority, the Board member shall be reinstated. In the event of the removal of the President from office, the President-elect shall immediately take office. In the event that a President-elect is not available, the Advisory Board shall elect one of the Regional Directors to be the President who shall serve the unexpired term of the Presidency.

Section 3: The President. The President-elect shall assume the Presidency at the end of the two-year term of the previous President. The President-elect shall be elected by Members of the Association and ratified by the Board of Directors at the Annual Meeting every other year. The election shall start one year after the president-elected assume office.

Section 4: The Regional Directors. There shall be a total of five (5) Regional Directors. A Regional Directors shall be elected from each of the following regions: the Eastern region of the United States, the Northern region, the Southern region, the Western region and Canada. The Eastern region includes the States of New York, Pennsylvania, Virginia, West Virginia, Maryland, Delaware, New Jersey, Connecticut, Rhode Island, D.C., Massachusetts, New Hampshire, Vermont and Maine. The Northern region includes Ohio, Kentucky, Michigan, Indiana, Wisconsin, Illinois, Minnesota, Iowa, Missouri, North Dakota, South Dakota, Nebraska and Kansas. The Western region includes Montana, Wyoming, Colorado, New Mexico, Idaho, Utah, Arizona, Washington, Oregon, Nevada, California, Alaska and Hawaii. The Southern region includes Texas, Oklahoma, Arkansas, Louisiana, Mississippi, Tennessee, Alabama, Georgia, North Carolina, South Carolina and Florida. The Board of Directors may change the boundary lines of each region within the United States. The Regional Directors shall be elected by regional members and each shall serve a two year term. He/She shall organize activities of his/her region. Regional members shall elect a new Regional Director when a vacancy occurs. The elected Regional Director shall then serve till the end of the unexpired term.

Section 5: Duties. The Board of Directors shall have the following duties:

(1) To manage and transact all of the business affairs of the Association.

(2) To manage, conserve and exercise full and complete control over the funds and assets of the Association.

(3) To fix the amount of annual dues as well as other appropriate fees.

(4) Each Director should attempt to attend all meetings of the Board of Directors. Failure to attend three (3) consecutive meetings shall be deemed the resignation of the member from the Board of Directors.

(5) The act of the majority of the members of the Board of Directors present in person or by proxy at a meeting in which a quorum is present shall be the act of the Board of Directors.

(6) A Director may vote in person or by proxy executed in writing. No proxy shall be valid after three months from the date of its execution. Each proxy shall be revokable.

Section 6: Meeting. The Board of Directors shall convene not less than two (2) times a year, at time and place designated by the Chairperson of the Board. Special meetings may be called at any time by the Chairperson of the Board of Directors and shall be called within seven (7) days of the receipt of a request signed by not less than four (6) members of the Board of Directors. Should the Chairperson of the Board of Directors fail to call the meeting, the Directors who have requested it shall direct the Secretary of the Association to call such meeting. Not less than thirty (30) days' notice of the time and place of any regular or special meeting shall be given by the Secretary of the Association by mail, telegram, electronic mail or fax addressed or sent to each member of the Board of Directors at his/her address or number as shown on the record of the Association.

Members of the Board of Directors may participate in and hold a meeting of the Board by means of telephone conference or similar communication equipment by means of which all persons participating can hear one another.

Section 7: Quorum. At least five (5) members of the Board of Directors shall constitute a quorum for the transaction of businesses at any meeting of the Board of Directors. Members of the Board present by proxy may be counted toward a quorum.

Section 1: Executive Committee. The Executive Committee shall consist at a minimum of the President, the President-elect, the Chairperson of the Professional Activities Committee, Chairperson of the Publication and Public Relations Committee, Chairperson of the Membership Committee, the Ad-hoc Committee, the Treasurer and the Secretary.

Section 2: Election. The President-elect, the Regional Directors and the Advisory Board shall be elected by the Members at the general meeting or by mail. The election is conducted by the Nominating committee (ARTICLE VII, section 4). Their term of office shall be two (2) years beginning on the first of the month of January.

Section 3: President. The President shall be an ex-officio member of all committees. He/she shall be the chief executive officer, shall preside at all meetings of the officers and shall perform such other duties as may be assigned by the Board of Directors of the Association.

Section 4: President-Elect. The President-elect shall, in the absence, or the inability to act, of the President, by approval of the Board of Directors, assume the Presidency. The President-elect shall assume the Presidency at the expiration of the term of the current President.

Section 5: Regional Directors. There shall be five (5) Regional Directors, one from each of the four regions of the United States (Eastern, Northern, Western and Southern) and one from Canada. (ARTICLE V, Section 4) Each of the Regional Director shall promote and organize the activities of the Association in his/her region.

Section 6: Treasurer. The Treasurer shall be appointed by the President of the Association and approved by the Board of Directors. The Treasurer shall administer the funds of the Association under the supervision of the Finance Committee and shall make such report to the Finance Committee and the Board of Directors.

Section 7: Secretary. The Secretary of the Association shall be appointed by the President of the Association and approved by the Board of Directors. The Secretary shall keep the minutes of all the meetings of the Association, give notices in accordance with the provisions of the Bylaws, keep records of the Association, and perform such other duties as may be assigned by the President.

Section 1: Advisory Board. The Advisory Board consisting of three (3) elected members and the immediate past-president, serving a staggering two (2) year term whose Chairperson is elected annually by its members, (as described under ARTICLE V, Section 2) shall advise the Board of Directors on all matters. The Advisory Board shall convene annually during the Annual Meeting.

Section 2: The Executive Committee shall consist of the President, the President-elect, Chairperson of the Professional Activity Committee, Chairperson of the Publication and Public Relations Committee, Chairperson of the Membership Committee, the Treasurer, and the Secretary. The Executive Committee shall perform the duties prescribed by the Board of Directors and all duties incident to their office. The Executive Committee shall transact the businesses of the Association within the authority vested by the Board of Directors.

Section 3: Finance and Fund Raising Committee. The Board of Directors shall appoint three (3) Members of the Association, one (1) of whom shall be the Chairperson, to serve on the Finance and Fund Raising Committee. In addition, the Treasurer of the Association shall be an ex-officio member of this Committee. The Finance and Fund Raising Committee shall supervise and direct the financial affairs and fund raising of the Association with the supervision of the Board of Directors. It shall designate the depositories into which the monies and securities shall be deposited. The committee shall report at least once yearly to the Board of Directors and to the Members, the financial condition of the Association. The committee shall also have the books and accounts of the Association audited by a Certified Public Accountant annually.

Section 4: Nominating Committee. The Advisory Board shall appoint three (3) Members of the Association to serve in the nominating committee. The committee shall serve under the supervision of the Board of Directors, with its main functions being to nominate candidates for the Advisory Board, President-elect, Vice-Presidents and to oversee the election process.

Section 5: Bylaws Committee. The President, with the approval of the Board of Directors, shall elect three (3) Members of the Association, one (1) of whom shall be the Chairperson. This committee shall recommend revision of and/or amendments of the Bylaws. The Committee shall function under the supervision of the Board of Directors.

Section 6: Publication and Public Relations Committee. The President, with the approval of the Board of Directors, shall elect five (5) Members of the Association, one (1) of whom shall be the Chairperson (Chief Editor). The Committee shall publish the newsletters and other items whenever appropriate. The committee shall promote the association to the public. The Committee shall function under the supervision of the Board of Directors.

Section 7: Professional Activity Committee. The President, with the approval of the Board of Directors, shall elect at least three (3) Members of the Association, one (1) of whom shall be the Chairperson, to serve on this committee. It shall consist of several professional groups, as many as deemed appropriate, each of which shall have its own Chairperson and each shall organize the scientific, technical and educational missions for the Association. The President, in consultation with the professional activity committee, shall elect the Chairperson for each professional group and shall facilitate the activities of the Committee.

Section 8: Membership Committee. The President, with the approval of the Board of Directors, shall elect five (5) Members of the Association, one (1) of whom shall be the Chairperson, to serve on this committee. The committee shall carry out appropriate membership drive activities. It shall adopt and amend application procedures and qualifications for membership in the Association. It shall consider and vote upon the admission of all applicants. It shall recommend, to the Board of Directors, individuals for election to be Honorary Members of the Association. The committee shall function under the supervision of the Board of Directors.

Section 9 ATPAC Youth (ATPACY) Committee. The President, with the approval of the Board of Directors, shall elect three (3) members of the association, one (1) of whom shall be the chairperson. The committee will identify appropriate activities for ATPACY to promote the ATPAC youth programs. The committee will manage and supervise activities of ATPACY.

Section 10: Grievance Committee. The President, with the approval of the Board of Directors, shall elect three (3) Members to serve in the Grievance Committee which shall consider all grievances forwarded by Members and make recommendation to the Board of Directors.

Section 11 Ad-hoc Committee. The Ad-hoc committee can be appointed by the President and approved by the Board of Directors

Section 12: Meeting. Meeting of the Committee. Members of any committee may participate in and hold meeting of the Committee by means of telephone conference or by any other means of communication by which all persons participating in the meeting can hear and talk to one another.

Section 1: Annual Meeting. The Association shall convene not less than once yearly at the time and place designated by the Board of Directors. The Annual Meeting shall include at least (a) Scientific Sessions and (b) Membership Business Meeting.

Section 2: Regular and Special Membership Meetings. There shall be no less than one (1) regular Membership Meeting annually. It shall be held in conjunction with the Annual Meeting. A special meeting may be called at any time by the President upon request signed by not less than fifty (50) Members. Not less than thirty (30) days' advance notice of the time and place of a regular or special meeting shall be given by the Secretary of the Association by mail or telegram, fax or E-mail to the addresses or numbers as shown on the records of the Association.

The proposition to amend the Bylaws may be initiated by the Board of Directors or by Members with the approval of the Board of Directors. Comments from Members on the proposed amendments shall be compiled by the Bylaws committee and submitted to the Board of Directors for approval. Copies of the approved amendments of the Bylaws shall be circulated to Members by the Secretary of the Association by mail, e-mail, or fax at the mailing addresses, e-mail addresses or fax numbers as shown in the records of the Association. The amendment of the Bylaws shall be approved by a majority vote of members.

Section 1: The Bylaws shall be construed in accordance with the laws of the State of Texas. All references in the Bylaws to statutes, regulations, or other sources of legal authority shall refer to the authority cited, or their successors, as they may be amended from time to time.

Section 2: If any Bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability, shall not affect any other provision and the Bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the Bylaws.

Section 3: Wherever the context requires, all words in the Bylaws in the male gender shall be deemed to include the female or neuter gender, all singular words shall include the plural, and all plural words shall include the singular.

Section 4: The Bylaws shall be binding upon and inure to the benefit of the Members, Directors, Officers, Committee Members, employees and agents of the corporation and their respective heirs, executors, administrators, legal representatives, successors, and assigns, except as otherwise provided in the Bylaws.