BY-LAWS
OF
IRANIAN AMERICAN POLITICAL ACTION COMMITTEE
(As amended by First Amendment, dated September 30, 2003)

ARTICLE I
NAME

1.1 The name of this political committee shall be "Iranian American Political Action Committee, Inc." ("IAPAC").
ARTICLE II
PRINCIPAL OFFICE AND ADDRESS

2.1 The principal office of IAPAC shall be located at, and its address shall be, 729 Fifteenth Street, N.W., Third Floor, Washington, D.C. 20005.

ARTICLE III
ORGANIZATION

3.1 IAPAC shall be a nonprofit corporation and established as a non-connected, non-member, committee, registered with the Federal Election Commission in accordance with the Federal Election Campaign Act of 1971, as amended (the "FECA"). IAPAC shall not be deemed to be connected or affiliated with any corporation, partnership, candidate, political party or any other federally registered political committee.
3.2 IAPAC shall be governed by the board of trustees of IAPAC (the "Board of Trustees") and the board of directors of IAPAC (the "Board of Directors") in whom is vested all powers and authorities, and responsibilities for the lawful operations of IAPAC, as more specifically set forth in these By-Laws. IAPAC shall organize and undertake activities which will assure that it is and will remain exempt from federal taxation pursuant to Section 527 of the Internal Revenue Code of 1986, as amended (the "IRC").

ARTICLE IV
PURPOSE OF ORGANIZATION

4.1 The purpose of IAPAC is to solicit contributions from the general public which are in compliance with federal and state laws, and support and promote the election of candidates for federal, state and local office, regardless of party affiliation, who are responsive to the domestic concerns and needs of the Iranian American community. The purpose of IAPAC is also to encourage and support Iranian Americans to actively participate in the electoral process in the United States, and to encourage Iranian Americans to run for political office in the United States.

ARTICLE V
SOLICITATIONS AND CONTRIBUTIONS

5.1 IAPAC shall only solicit contributions from those persons lawfully able to contribute to a federal political committee and subject to those contribution limits and prohibitions set out in the FECA.
5.2 Contributions may be accepted exclusively from United States citizens and individuals lawfully admitted for permanent residence in the United States. No contribution shall be accepted from any "foreign national" as described and otherwise defined in the FECA and other applicable statutes and regulations, or from other persons or entities prohibited by law form making a contribution.
5.3 No contribution shall be accepted if made by one person in the name of another. No contributions which are in any way earmarked or otherwise directed to any candidate shall be accepted by IAPAC. Any such contribution which is received shall be promptly returned to the donor by the Treasurer of IAPAC.
5.4 The Treasurer of IAPAC shall return to the donor any contribution or part thereof which exceeds in amount the limits set by applicable law, and shall return contributions that are determined to be from non-U.S. citizens and individuals not lawfully admitted for permanent residence in the United States.
5.5 In the event of the death of a contributor or termination of his/her status as an eligible contributor, no monies contributed by him/her shall be refunded to him/her or to his/her estate.

ARTICLE VI
ENABLING CLAUSE

6.1 IAPAC is established pursuant to applicable laws. IAPAC is not affiliated with any political party, political candidate, corporation or labor union.
6.2 The Board of Directors and the officers of IAPAC (the "Officers") are hereby authorized to undertake any and all lawful activities, contract for goods and services, incur debt and obligations which further the purposes of the organization and which are lawfully permitted pursuant to these By-Laws.

ARTICLE VII
DURATION AND DISSOLUTION

7.1 IAPAC shall have perpetual existence but may be dissolved at any time by action of a majority of the Board of Trustees. In the event of such dissolution, all surplus funds of IAPAC, after paying or providing for its debts, shall be properly distributed to other federal political committees or expended on any other lawful purpose in a manner consistent with the purposes set forth in these By-Laws, and in each case as determined by a majority vote of the Board of Trustees. No surplus funds shall be contributed or delivered to any Officers or any member of the Board of Trustees (each such member, a "Trustee") or any member of the Board of Directors (each such member, a "Director"). In the event of dissolution, IAPAC shall terminate its existence and comply with the filing requirements in accordance with the FECA. If the Board of Trustees fails to consent to the distribution of all or a portion of IAPAC's distributable assets upon its dissolution, then upon petition of the Delaware Attorney General, the District of Columbia courts shall direct the manner of such distribution.

ARTICLE VIII
TRUSTEES

8.1 Functions of the Board of Trustees. The functions of the Board of Trustees shall be (i) to elect Directors and remove Directors or Trustees in accordance with these By-Laws, (ii) as more specifically provided in Section 8.3 of these By-Laws, to solicit contributions to, and otherwise raise funds for, IAPAC, and (iii) to promote the purposes and goals of IAPAC. The Trustees shall be provided with a report of the activities of IAPAC by the Chairman of the Board or the President on a regular basis but no less frequently than on a quarterly basis, and the Board of Trustees shall advise and counsel the Board of Directors and Officers of IAPAC in connection with such activities.
8.2 Qualification of Trustees. Membership on the Board of Trustees shall be open to all natural persons who (i) are of majority age, (ii) are citizens or permanent residents of the United States, (iii) agree to raise funds for IAPAC in such amounts and during such time periods as are set forth in Section 8.3 of these By-Laws, (iv) support the purposes of IAPAC as stated in these By-Laws and in the articles of incorporation of IAPAC, and (v) agree to be bound by the rules stated in these By-Laws and the articles of incorporation of IAPAC; provided, however, that membership in the Board of Trustees may be denied to any person by an affirmative vote of three fourths (3/4) of the Directors then in office. Membership in the Board of Trustees shall be effective upon acceptance of such membership by the Board of Directors and upon payment of the first installment of such Trustee's funding commitment as provided in Section 8.3 of these By-Laws. Membership in the Board of Trustees is not assignable or transferable.
8.3 Fund Raising. Each Trustee shall contribute, or cause to be contributed, to IAPAC the minimum aggregate amount of $2500 on the date on which it is first admitted to the Board of Trustees. In addition, each Trustee shall contribute, or cause to be contributed, to IAPAC the minimum aggregate amount of $2500 on or prior to the end of each complete calendar quarter after it is admitted to the Board of Trustees. A Trustee shall be automatically removed from the Board of Trustees if he or she fails to contribute or raise the foregoing required minimum amount of funds for IAPAC for two consecutive calendar quarters; provided that for purposes of determining whether such failure to raise funds has occurred in any calendar quarter, any funds contributed or raised by such Trustee in excess of $2500 in any previous calendar quarter shall be credited to such calendar quarter; and provided, further however, that upon any such failure, the Board of Trustees may by a vote of the majority of Trustees present at a Special Meeting of the Board of Trustees at which a quorum is present provide such Trustee with an extension of time to contribute or raise such required funds. Trustees that contribute, or cause to be contributed, $25,000 or more to IAPAC in any calendar year shall be recognized by IAPAC in such manner as may from time to time be determined by a resolution of the Board of Directors.
8.4 Removal. Any Trustee may be removed at any time by a vote of three fourths (3/4) of the Trustees then in office if in their judgment the best interests of IAPAC will be served by such removal.
8.5 Resignation. Any Trustee may resign his or her membership from the Board of Trustees, and such resignation shall be effective upon receipt of the written notice thereof by the Chairman of the Board.
8.6 Compensation. Trustees shall receive no payment or consideration whatsoever for the performance of their obligations or the exercise of their rights as Trustees of IAPAC. However, Trustees shall be entitled to reimbursement of reasonable expenses they incur for activities they undertake on behalf of the Board of Trustees. Trustees who also serve as Officers may be compensated for the performance of their duties as Officers.
8.7 Annual Meetings. An annual meeting of the Board of Trustees (the "Annual Meeting of the Board of Trustees") shall be held during the second half of November each year, beginning in the year 2003. Each Annual Meeting of the Board of Trustees shall be held at such time within such fifteen (15) day period and place as shall be determined and noticed by the Chairman of the Board. Notice for an Annual Meeting of the Board of Trustees shall be written and shall be provided at least thirty (30) days prior to such meeting; provided, however, that the Board of Trustees may by unanimous consent waive such notice requirement; and provided further that the attendance of a Trustee at any such meeting of the Board of Trustees shall constitute a waiver of such notice requirement, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened in accordance with the provisions of these By-Laws. Each Annual Meeting of the Board of Trustees shall be chaired by the Chairman of the Board.
8.8 Special Meetings. Special Meetings of the Board of Trustees may be held from time to time as may be called by or at the direction of the Chairman of the Board or a majority of the Trustees then in office, and shall be held at such time and place as shall be determined and noticed thereby. Notice for Special Meetings of the Board of Trustees shall be written and shall be provided at least fifteen (15) days prior to such meeting; provided, however, that the Board of Trustees may by unanimous consent waive such notice requirement; and provided further that the attendance of a Trustee at any such meeting of the Board of Trustees shall constitute a waiver of such notice requirement, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened in accordance with the provisions of these By-Laws. Each Special Meeting of the Board of Trustees shall be chaired by the Chairman of the Board.
8.9 Voting and Quorum. The act of the majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees, unless the act of a greater number is required by law or by these By-Laws. A majority of current IAPAC Trustees shall constitute a quorum for all meetings of the Board of Trustees. In the event that one or more Trustees shall be disqualified to vote at a meeting of the Board of Trustees, the required quorum shall be reduced by one for each such Trustee so disqualified; however, in no case shall less than one third (1/3) of the total number of Trustees then in office constitute a quorum. Withdrawal of Trustees from any meeting of the Board of Trustees shall not cause failure of a duly constituted quorum at that meeting. No proxy voting by any Trustee is allowed. Telephonic or similar two-way communication systems which enables a Trustee to hear and be heard are permissible to constitute a Trustee being deemed present at a Board of Trustees meeting.
8.10 Written Consent. Any action required by law or by these By-Laws to be taken at a meeting of the Board of Trustees, or any action which may be taken at a meeting of the Board of Trustees may be taken without a meeting by a unanimous consent in writing, setting forth the actions so taken, signed by all of the Trustees then in office.
8.11 Director Nominating Committee. In advance of an Annual Meeting of the Board of Trustees at which Directors are to be elected, the Board of Trustees shall create and appoint a "Nominating Committee" composed of a number of Trustees to be determined by the Board of Trustees. The Nominating Committee shall recruit candidates for election to the Board of Directors at such Annual Meeting of the Board of Trustees and shall review and approve the qualification of such candidates. One member of the Nominating Committee shall be appointed chairman by a resolution of the Board of Trustees. Unless otherwise provided in the resolution of the Board of Trustees designating a Nominating Committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present, shall be the act of the committee. Each Nominating Committee may adopt rules for its own governance not inconsistent with these By-Laws or with applicable rules adopted by the Board of Trustees.

ARTICLE IX
DIRECTORS

9.1 Governing Body. The affairs of IAPAC shall be managed by or under the direction of the Board of Directors. Unless otherwise expressly set forth in these by-Laws, the Board of Directors shall have, and may exercise, any and all powers provided in the articles of incorporation of IAPAC, these By-Laws, and all applicable laws governing IAPAC which are necessary or convenient to carry out the purposes of IAPAC.
9.2 Qualification, Number and Election of Directors. Each Director shall be of majority age and a citizen or permanent resident of the United States. Beginning on the date of the Annual Meeting of the Board of Trustees to be held in November 2003, the Board of Directors shall consist of between seven (7) and eleven (11) Directors to be elected at large by a majority vote of the voting Trustees present at each Annual Meeting of the Board of Trustees. Subject to the foregoing, the exact number of Directors to serve on the Board of Directors shall be determined by a resolution of the Board of Trustees at the Annual Meeting of the Board of Trustees based on the following consideration. In order to ensure broad geographic representation of the Iranian American community on the Board of Directors, between three (3) and seven (7) seats on the Board of Directors shall each be allocated to persons residing in different geographic regions in the United States with significant Iranian American populations and with significant representation on the Board of Trustees, which regions shall be identified by a resolution of the Board of Trustees at the Annual Meeting of the Board of Trustees. Membership in the Board of Directors is not assignable or transferable.
9.3 Chairman of the Board. Each newly elected Board of Directors shall elect a Chairman of the Board (the "Chairman of the Board") at the Annual Meeting of the Board of Directors from among the Directors then in office. The Chairman of the Board shall serve for a one year term, but shall be eligible for re-election to that office. The Chairman of the Board shall serve as the presiding officer of the Board of Directors.
9.4 Term. The term of each Director elected at the Annual Meeting of the Board of Trustees to be held in November 2003 shall be for one calendar year or until his or her successor has been elected and installed in office following an Annual Meeting of the Board of Trustees, whichever occurs later. Thereafter, the term of each Director shall be for two calendar years or until his or her successor has been elected and installed in office following an Annual Meeting of the Board of Trustees, whichever occurs later. Each Director shall be eligible for re-election as a Director but no Director shall serve on the Board of Directors for more than three (3) consecutive terms.
9.5 Removal. Any Director may be removed prior to the expiration of the term for which such Director has been elected by a vote of two-thirds (2/3) of the Trustees then in office if in their judgment the best interests of IAPAC will be served by such removal.
9.6 Resignation. Any Director may resign his or her membership from the Board of Directors, and such resignation shall be effective upon receipt of the written notice thereof by the Chairman of the Board.
9.7 Vacancies. Whenever any vacancy shall occur on the Board of Directors due to the resignation or removal of one or more Directors or otherwise, the vacancy shall be filled by a resolution of the Board of Trustees. A Director appointed to fill a vacancy on the Board of Directors shall serve for the unexpired term of his/her predecessor Director.
9.8 Compensation. Directors shall receive no payment or consideration whatsoever for performing work for the Board of Directors or any of its designated committees. However, Directors shall be entitled to reimbursement of reasonable expenses they incur for activities they undertake on behalf of the Board of Directors. Directors who also serve as Officers may be compensated for the performance of their duties as Officers.
9.9 Annual Meetings. An annual meeting of the Board of Directors (the "Annual Meeting of the Board of Directors") shall be held within fifteen (15) days after each Annual Meeting of the Board of Trustees. Each Annual Meeting of the Board of Directors shall be held at such time within such fifteen (15) day period and place as shall be determined and noticed by the outgoing Chairman of the Board. Notice for an Annual Meeting of the Board of Directors shall be written and shall be provided at least five (5) days prior to such meeting; provided, however, that the Board of Directors may by unanimous consent waive such notice requirement; and provided further that the attendance of a Director at any such meeting of the Board of Directors shall constitute a waiver of such notice requirement, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened in accordance with the provisions of these By-Laws.
9.10 Regular Meetings. Regular meetings of the Board of Directors shall be held at least quarterly. Such meetings of the Board of Directors may be called by or at the direction of the Chairman of the Board or a majority of the Directors then in office, and shall be held at such time and place as shall be determined and noticed thereby from time to time. Notice for regular meetings of the Board of Directors shall be written and shall be provided at least five (5) days prior to such meeting; provided, however, that the Board of Directors may by unanimous consent waive such notice requirement; and provided further that the attendance of a Director at any such meeting of the Board of Directors shall constitute a waiver of such notice requirement, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened in accordance with the provisions of these By-Laws.
9.11 Voting and Quorum. The act of the majority of the Directors present at a meeting at which a quorum is present shall constitute a resolution of the Board of Directors, unless the act of a greater number is required by law or by these By-Laws. Two thirds (2/3) of the Directors then in office shall constitute a quorum for all meetings of the Board of Directors. In the event that one or more Directors shall be disqualified to vote at a meeting of the Board of Directors, the required quorum shall be reduced by one for each such Director so disqualified; however, in no case shall less than one third (1/3) of the total number of Directors constitute a quorum. Withdrawal of Directors from any meeting of the Board of Directors shall not cause failure of a duly constituted quorum at that meeting. No proxy voting by any Director is allowed. Telephonic or similar two-way communication systems which enables a Director to hear and be heard are permissible to constitute a Director being deemed present at a Board of Directors meeting.
9.12 Written Consent. Any action required by law to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors may be taken without a meeting by a unanimous consent in writing, setting forth the actions so taken, signed by all of the Directors.

ARTICLE X
OFFICERS

10.1 Officers. The Officers of IAPAC shall be a President, a Treasurer, a Political Director, a Secretary and such other Officers, including one or more Vice Presidents, one or more Assistant Treasurers and one or more Assistant Secretaries, as may be designated and appointed by a resolution of the Board of Directors in accordance with other provisions of these By-Laws. The duties of each such additional Officer shall be established by a resolution of the Board of Directors. Any two or more offices of IAPAC may be held by the same person, except the offices of President and Treasurer. In addition, a Trustee or a Director may also serve as an Officer.
10.2 Term. The Officers of IAPAC shall be appointed annually by a resolution of the Board of Directors at the Annual Meeting of the Board of Directors. New positions for Officers may be created and filled by a resolution of the Board of Directors at any meeting of the Board of Directors for a term extending until the next Annual Meeting of the Board of Directors. Unless removed or resigned in accordance with these By-Laws, each Officer shall hold office until his or her successor shall have been duly appointed and shall have qualified in accordance with these By-Laws.
10.3 Removal. Any Officer appointed by the Board of Directors may be removed with or without cause by a vote of two thirds (2/3) of the Directors then in office whenever in their judgment the best interests of IAPAC would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the Officer so removed.
10.4 Resignation. Any Officer may resign his or her position and such resignation shall be effective upon receipt of the written notice thereof by the President. The resignation of an Officer shall waive any and all contract rights, if any, of the resigning Officer.
10.5 Vacancy. A vacancy in any office of IAPAC before the expiration of the term of such office because of death, resignation, removal, disqualification or otherwise shall be filled by a resolution of the Board of Directors for the unexpired portion of the term of such office.
10.6 President. The President shall be the principal officer of IAPAC and shall exercise general supervision over the affairs of IAPAC, its Officers, and personnel, consistent with policies established by the Board of Directors. The President may sign any deeds, mortgages, bonds, contracts, or other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the President to any other Officer or an agent of IAPAC; and in general shall perform all duties incident of the office of the President and such other duties as may be prescribed by a resolution of the Board of Directors from time to time. The President may authorize and approve expenditures and take such other steps he or she shall deem necessary to advance the purposes of IAPAC, provided such steps do not exceed the scope of the President's authority as determined by the Board Directors.
10.7 Political Director. The Political Director is responsible for directing and implementing all aspects of IAPAC's electoral program and conducting the day to day operations of IAPAC; and in general shall perform all duties incident of the office of the Political Director and such other duties as may be prescribed by a resolution of the Board of Directors from time to time.
10.8 Treasurer. If required by a resolution of the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with surety or sureties as the Board of Directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of IAPAC; receive and give receipts for monies due and payable to IAPAC from any source whatsoever and deposit all such monies in the name of IAPAC in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these By-Laws; and, in general, perform all duties incident to the office of the Treasurer and such other duties as from time to time may be assigned by the President or by a resolution of the Board of Directors. The Treasurer shall also be responsible for the administration and oversight of IAPAC's financial records, initiation of an annual audit, compliance with statutory reporting requirements, tax returns, and tax payments.
10.9 Secretary. The Secretary shall keep the minutes of the meetings of the Board of Trustees and the Board of Directors and shall oversee the keeping, preparation, and filing of all other records required by law or by the policies of the Board of Directors; be custodian of the corporate records of IAPAC; keep a register of the post office address and other contact information of each Trustee and Director which shall be furnished to the Secretary by such Trustee or Director; and in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned by the President or by a resolution of the Board of Directors.
10.10 Compensation. Officers may be compensated as approved by a resolution of the Board of Directors. In addition, Officers may be reimbursed for approved reasonable expenses they incur for activities they undertake on behalf of IAPAC.

ARTICLE XI
BOARD COMMITTEES

11.1 Audit Committee. The President is hereby authorized to create and appoint an "Audit Committee" composed of a minimum of two (2) members and a maximum of five (5) members. Membership on the Audit Committee need not be limited to Trustees or Directors. The Audit Committee shall annually review the finances of IAPAC and report its findings annually at the Annual Meeting of the Board of Trustees and the Annual Meeting of the Board of Directors.
11.2 Other Committees. Other committees may be designated and appointed by a resolution of the Board of Directors, or by the President as authorized by a like resolution of the Board of Directors. Each such committee's composition and scope of duties and responsibilities shall be established by a resolution of the Board of Directors. Membership on such committees need not be limited to Trustees or Directors.
11.3 Removal of Committee Members. Any committee member appointed by the Board of Directors or the President may be removed with or without cause by a resolution of the Board of Directors whenever in its judgment the best interests of IAPAC would be served thereby, or by the President as authorized by a like resolution of the Board of Directors.
11.4 Resignation of Committee Members. Any committee member may resign his or her position and such resignation shall be effective upon receipt of the written notice thereof by the President.
11.5 Term of Committee Members. Each member of any of IAPAC's committees shall continue as such until the next Annual Meeting of the Board of Directors, unless the committee shall be sooner terminated by a resolution of the Board of Directors, or unless such member shall earlier resign or be removed from such committee or fail to qualify as a member thereof in accordance with these By-Laws.
11.6 Committee Chairmen. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof in accordance with these By-Laws.
11.7 Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments for the unexpired term of such membership.
11.8 Voting and Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present, shall be the act of the committee. Each committee may adopt rules for its own governance not inconsistent with these By-Laws or with applicable rules adopted by the Board of Directors.

ARTICLE XII
CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

12.1 The Board of Directors may authorize any Officer or Officers, agent, or agents of IAPAC in addition to the Officers so authorized by these By-Laws to enter into any contract or execute and deliver any instrument in the name of and on behalf of IAPAC, and such authority may be general or confined to specific instances.
12.2 All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of IAPAC shall be signed by such Officer or Officers, agent, or agents of IAPAC and in such manner as shall from time to time be determined by the President or a resolution of the Board of Directors. In the absence of such determination by the President or the Board of Directors, such instruments shall be signed by the Treasurer and, if the amount of such instrument exceeds $500.00, countersigned by the President.
12.3 All funds of IAPAC shall be deposited, in accordance with the FECA, from time to time to the credit of IAPAC in such banks, trust companies, or other depositories as the Treasurer of IAPAC may select.
12.4 The Board of Directors may accept on behalf of IAPAC any contribution, gift, bequest or device for the general purposes or for any special purpose of IAPAC.

ARTICLE XIII
BOOKS AND RECORDS

13.1 IAPAC shall keep correct and complete books and records of accounting in accordance with the IRC, the FECA and applicable state statutes. IAPAC shall also keep minutes of the proceedings of the Board of Trustees and the Board of Directors and committees having any of the authority of the Board of Directors.

ARTICLE XIV
FISCAL YEAR

14.1 The fiscal year of IAPAC shall begin on the first day of January and end on the last day of December.

ARTICLE XV
WAIVER OF NOTICE

15.1 Whenever any notice is required to be given under the articles of incorporation of IAPAC, these By-Laws or applicable law, a waiver thereof in writing signed by the person or persons entitled to such notice shall be deemed equivalent to the giving of such notice.

ARTICLE XVI
INDEMNIFICATION

16.1 Up to the maximum limit as permitted by the laws of the State of Delaware, IAPAC shall indemnify its Trustees, Directors, Officers, agents and employees against liability incurred by reason of such person's being or having been such Trustee, Director, Officer, agent or employee.

ARTICLE XVII
AMENDMENTS TO BY-LAWS

17.1 These By-Laws may be altered, amended, or repealed and new By-Laws of IAPAC may be adopted by (i) a two-thirds (2/3) majority of the Directors then in office at any regular meeting or at any special meeting of the Board of Directors, or (ii) a two-thirds (2/3) majority of the Trustees then in office at any regular meeting or at any special meeting of the Board of Trustees.