BY-LAWS

OF

IRANIAN AMERICAN POLITICAL ACTION COMMITTEE (IAPAC) - AN AFFILIATED PAC OF PUBLIC AFFAIRS ALLIANCE OF IRANIAN-AMERICANS, INC. (PAAIA)

ARTICLE I

NAME

1.1       The name of this political committee shall be "Iranian American Political Action Committee (IAPAC) - An Affiliated PAC of Public Affairs Alliance of Iranian-Americans, Inc. (PAAIA)" ("IAPAC").

ARTICLE II

PRINCIPAL OFFICE AND ADDRESS

2.1       The principal office of IAPAC shall be located at, and its address shall be, 1350 Connecticut Avenue, N.W., Suite 202, Washington, D.C. 20036, or as otherwise designated by the Board of Directors.

ARTICLE III

ORGANIZATION

3.1       IAPAC shall be a nonprofit corporation and established as an affiliated PAC (separate segregated fund), registered with the Federal Election Commission in accordance with the Federal Election Campaign Act of 1971, as amended (the "FECA").  Its connected organization shall be Public Affairs Alliance of Iranian-Americans, Inc. ("PAAIA"), a membership organization.

3.2       IAPAC shall be governed by 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 in accordance with federal law, 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.  The purpose of IAPAC, as set forth above, will be consistent with the purpose of PAAIA.

ARTICLE V

SOLICITATIONS AND CONTRIBUTIONS

5.1       IAPAC shall only solicit contributions from members and executive or administrative personnel of PAAIA and their families (the "restricted class"), or as otherwise permitted under the FECA, subject to those contribution limits and source 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 from 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.  No contributions shall be accepted from any corporation, including any incorporated members of PAIAA.

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 an affiliated PAC (separate segregated fund) of its connected organization, PAAIA.

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.  PAAIA's funds may be used for IAPAC's establishment, administration, and solicitation costs to the extent permitted between a separate segregated fund and a connected organization under the FECA.

ARTICLE VII

DURATION AND DISSOLUTION

7.1       IAPAC shall have perpetual existence but may be dissolved at any time by the resolution of a two thirds (2/3) majority of the Directors then in office.  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 Directors.  No surplus funds shall be contributed or delivered to any Officers 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 Directors 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

JOINT NOMINATING COMMITTEE

8.1       Purpose.  A Joint Nominating Committee (the "Committee") shall be formed for the appointment and election of the Directors.  The Committee shall recruit candidates for nomination and election to the Board of Directors of IAPAC and shall review and approve the qualification of such candidates.  Only an individual who is of majority age, a citizen or permanent resident of the United States, and a Regular Member or Trustee of PAAIA in good standing shall be qualified for consideration as a candidate.  The Committee's criteria for evaluating each candidate shall include but not be limited to a consideration of whether the candidate has demonstrated a substantial commitment to PAC activities by either contributing the maximum amount permitted under the FECA to IAPAC, in the case of a Trustee of PAAIA, or contributing an amount equal to or exceeding 20% of his or her PAAIA dues to IAPAC, in the case of a Regular Member of PAAIA.

8.2       Composition of the Joint Nominating Committee.  For the nomination and election of Directors whose service commences between December 2008 and January 2009, the Committee shall consist of two individuals appointed by the outgoing Board of Directors of IAPAC, two individuals appointed by the outgoing board of directors of PAAIA, and Ms. Nina Ansary, who is serving as a member of both boards at the time of the initial affiliation of IAPAC and PAAIA.  For the nomination and election of Directors in November or December of 2010 or in subsequent even-numbered years, the Committee shall consist of two individuals appointed by the outgoing Board of Directors of IAPAC, two individuals appointed by the outgoing board of directors of PAAIA, and the individual serving as Executive Director of PAAIA.    The Committee may adopt rules for its own governance not inconsistent with these By-Laws or with applicable rules adopted by the Board of Directors.  The Committee's members shall be appointed on or after September 1, but no later than November 15, of even years.

8.3       Removal.  Any member of the Joint Nominating Committee may be removed at any time by a vote of three fourths (3/4) of the board of directors then in office of the entity (either IAPAC or PAAIA) who had initially appointed that member if in their judgment the best interests of IAPAC and PAAIA will be served by such removal.  The vacant seat on the Joint Nominating Committee shall be filled pursuant to a resolution by the current board of directors of the entity (either IAPAC or PAIAA) who had initially appointed the departed member.  A member appointed to fill a vacancy on the Joint Nominating Committee shall serve for the unexpired term of his/her predecessor.

8.4       Resignation.  Any member may resign his or her membership from the Joint Nominating Committee, and such resignation shall be effective upon receipt of the written notice thereof by the Chairman of the Board.  The vacant seat on the Joint Nominating Committee shall be filled pursuant to a resolution by the current board of directors of the entity (either IAPAC or PAIAA) who had initially appointed the departed member. A member appointed to fill a vacancy on the Joint Nominating Committee shall serve for the unexpired term of his/her predecessor.

8.5       Compensation.  Members of the Joint Nominating Committee shall receive no payment or consideration whatsoever for the performance of their obligations or the exercise of their rights as members of the Joint Nominating Committee of IAPAC.  However, members of the Joint Nominating Committee shall be entitled to reimbursement of reasonable expenses they incur for activities they undertake on behalf of the Joint Nominating Committee. Members of the Joint Nominating Committee who also serve as Officers may be compensated for the performance of their duties as Officers.

8.6       Bi-Annual Meetings.  A bi-annual meeting of the Joint Nominating Committee (the "Bi-Annual Meeting ") shall be held between November 1 and December 15 of each even year, beginning in the year 2008, for the purpose of nominating and electing candidates to serve on the Board of Directors, with such service designated to commence no later than January 15 of the following year. Each Bi-Annual Meeting shall be held at such time within such time period and place as shall be determined and noticed by the President. Notice for a Bi-Annual Meeting shall be written and shall be provided at least fifteen (15)  days prior to such meeting; provided, however, that the Joint Nominating Committee may by unanimous consent waive such notice requirement; and provided further that the attendance of a member of the Joint Nominating Committee at any such meeting shall constitute a waiver of such notice requirement, except where a member of the Joint Nominating Committee 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 newly formed Joint Nominating Committee shall elect from among its members a Chair of the committee (the "Chair").  The Chair shall preside over the Bi-Annual Meeting and any other meetings of the Joint Nominating Committee.

8.7       Special Meetings.  Special Meetings of the Joint Nominating Committee may be held from time to time as may be called by or at the direction of the President or a majority of the members of the Joint Nominating Committee then in office, and shall be held at such time and place as shall be determined and noticed thereby. Notice for Special Meetings shall be written and shall be provided at least fifteen (15) days prior to such meeting; provided, however, that the Joint Nominating Committee may by unanimous consent waive such notice requirement; and provided further that the attendance of a member of the Joint Nominating Committee at any such meeting shall constitute a waiver of such notice requirement, except where a member of the Joint Nominating Committee 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.

8.8       Voting and Quorum.  The act of the majority of the current members of the Joint Nominating Committee shall be the act of the Joint Nominating Committee; provided that a current member of the committee who may be under consideration for election to the Board of Directors shall recuse himself or herself from voting on such nomination and election, in which case any such nomination and election shall require the vote of at least three of the remaining four current members of the committee.  All five current members of the Joint Nominating Committee shall constitute a quorum for all meetings of the Joint Nominating Committee. Withdrawal of members from any meeting of the Joint Nominating Committee shall not cause failure of a duly constituted quorum at that meeting.  No proxy voting by any member of the Joint Nominating Committee is allowed. Telephonic or similar two-way communication systems which enables a member to hear and be heard are permissible to constitute a member being deemed present at a meeting of the Joint Nominating Committee.

8.9       Written Consent.  Any action required by law or by these By-Laws to be taken at a meeting of the Joint Nominating Committee may be taken without a meeting by a unanimous consent in writing, setting forth the actions so taken, signed by all of the members then in office.

8.10     Term.  The term of each member of the Joint Nominating Committee shall be for two years ending on November 15 of an even-numbered year, or until his or her successor has been appointed and installed in office, whichever occurs later.

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, and shall be a Regular Member or Trustee of PAAIA in good standing.  Prior to January 1, 2009, the Board of Directors shall consist of the same eight (8) individuals who served on IAPAC's Board of Directors prior to IAPAC's affiliation with PAAIA.  For the two-year term commencing January 1, 2009, the Joint Nominating Committee described in Article 8 shall nominate and elect seven to eleven Directors.  For the two-year term commencing January 2011 and for future two-year terms, the Joint Nominating Committee shall elect seven to eleven persons to serve on the Board of Directors of IAPAC, and such election shall then be submitted to the board of directors of PAAIA for ratification and confirmation of such persons as Directors of IAPAC.  In addition, the Executive Director of PAAIA shall serve for each and every term as an ex officio Director of IAPAC, with voting powers equal to those of the other Directors.  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 shall be for (i) two calendar years or (ii) until his or her successor has been nominated and elected by the Joint Nominating Committee (and, for the terms commencing 2011 or later, ratified and confirmed by the board of directors of PAAIA), 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 then  three (3) consecutive terms starting with the two year term commencing in January 2009.

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 Directors 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 in accordance with the procedures set forth in Section 9.2 and Article 8 above for the nomination and election of the Director whose seat has become vacant.  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 30 days of the election of a new Board of Directors in even years, and between November 1 and Februrary 28 during off-years.  Each Annual Meeting of the Board of Directors shall be held at such time as shall be determined and noticed by the Chairman of the Board or the President. 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, the President 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.

9.13     Suspension

     (A) Any Director who is charged or indicted in any U.S. court of competent jurisdiction with either a felony or a crime involving moral turpitude shall be automatically suspended from the Board of Directors, the effects of which suspension are specifically provided in Clause (B) below.

     (B) Suspension from the Board of Directors shall have all the effects of removal from the Board of Directors pursuant to under Section 9.5; provided that that the suspended Director may be reinstated as a Director of the Corporation for the remainder of his or her current term by the affirmative vote of two-thirds of the Directors then in office if that Director “prevails” against the charge or indictment, meaning that the court case against the Director concludes without the Director either entering a plea of guilty or nolo contendere to, or being found guilty of, any felony or any crime involving moral turpitude.

     (C) Notwithstanding any other provision of this Section 9.13, the Board of Directors retains the right to remove any suspended Director pursuant to Section 9.5.

     (D) The Board of Directors may reinstate any suspended Director, regardless of the state of the case against the Director, by the affirmative vote of two-thirds of the Directors then in office.

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 Director may also serve as an Officer.

10.2     Term.    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 or, in the case of the President, the Chairman of the Board.  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.

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.  Notwithstanding any other provision of these By-Laws, the President shall be the same individual that is serving as the Executive Director of PAAIA.

10.7     Political Director.  The Political Director is responsible for 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 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 Director which shall be furnished to the Secretary by such 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 Directors.  The Audit Committee shall annually review the finances of IAPAC and report its findings annually at 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 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 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 or PAAIA shall indemnify its Directors, Officers, agents and employees against liability incurred by reason of such person's being or having been such 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 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; provided that any such alteration, amendment or repeal of Articles 1, 2, 3, 4, 8, 16 and 17, and Sections 9.2, 9.7 and 10.6 of these By-Laws shall also be subject to, and shall not be effective without, the approval of a two-thirds (2/3) majority of the directors of PAAIA then in office.