10/30/00 Draft

BY-LAWS POLYNESIAN VOYAGING SOCIETY

ARTICLE I. Purposes of the Corporation

SECTION 1. Name. The name of the Corporation shall be the POLYNESIAN VOYAGING SOCIETY ("PVS").

SECTION 2. Nonprofit. The Corporation is organized as a Nonprofit Corporation under the laws of the State of Hawaii and shall be operated exclusively for charitable or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended. It is not organized, nor shall it be operated, for pecuniary profit, and no part of its assets, income, or earnings shall be distributed to or received by any of its Members, Directors, Officers, or Employees except as reasonable compensation for services actually rendered in effecting any of the purposes of the Corporation.

SECTION 3. Purposes and Goals. The purposes and goals of the Corporation are:

(a) Specifically, with regard to Polynesian voyaging,

(1) To sponsor and conduct research on the manner in which Polynesian seafarers settled Hawaii and other Pacific Islands by investigating through experiment and other means the canoes, navigation systems and other technical and cultural factors that enabled the Polynesians to undertake successful voyages of discovery and settlement;

(2) To disseminate the research findings by producing and publishing articles in scientific journals, books, films and other instruments of communication to inform the public about Polynesian voyaging, and to make available data useful to scientists and others engaged in maritime endeavors; and

(3) To continue the traditions of Polynesian voyaging begun by our ancestors and reawakened through the efforts and contributions of the people of Hawaii through the Polynesian Voyaging Society;

(b) To build and sustain a vision of Hawaii and its future founded on responsible stewardship of our islands which are our voyaging canoes, that all Hawaii's people can join, and to share that vision throughout Hawaii, the Pacific, the continental United States, and the world;

(c) To educate and share with the people of Hawaii, the Pacific, the continental United States and the world an understanding and respect for the traditions, knowledge, values, and culture of Hawaii;

(d) To rediscover and articulate the values and approaches of Hawaiians in and to the natural world and Hawaiians' ability to care for, balance, sustain, and be stewards of the land, the water, and the ocean for themselves and their children for generations to come;

(e) To educate the public about the purposes described here;

(f) To strengthen PVS through increased and diversified membership and through collaborations with individuals, organizations, coalitions, and networks which share PVS's goals and purposes.

ARTICLE II. Powers of the Corporation

SECTION 1. Powers. The powers of the Corporation shall include the power:

(a) To do all those things nonprofit corporations are authorized to do under the Hawaii Nonprofit Corporation Act, Hawaii Revised Statutes, Chapter 415B, as amended;

(b) To receive and administer funds for the Corporation's purposes set forth herein;

(c) To solicit, receive, and administer funds or other property, to purchase, lease, or otherwise acquire and hold, and to sell, lease, mortgage, or otherwise dispose of, such real and personal property as may be necessary or appropriate for carrying out the aforesaid purposes;

(d) To employ such persons as may be necessary or appropriate for carrying out the aforesaid purposes; and

(e) To do any and all lawful acts and things as may be necessary, useful, suitable, desirable, or proper for furtherance, accomplishment, or attainment of any or all of the aforesaid purposes.

SECTION 2. Achievement of Purposes. The Corporation will seek to achieve its purposes by pursuing those policies and activities the Board of Directors ("Board") decides are necessary and proper and shall authorize it officers and employees to act appropriately to those ends.

ARTICLE III. Offices of the Corporation

SECTION 1. Location of Main Office. The Board shall maintain the Corporation's main office and place of business in Hawaii at a location the Board shall determine.

ARTICLE IV. Members

SECTION 1. Members. The Corporation shall have two classes of members: Contributing Members (who shall be non-voting members) and Voting Members.

SECTION 2. Voting Members. The Voting Members of the Corporation shall consist of the Directors of the Corporation and other persons elected Voting Members as provided below. The number of voting members shall not be less than six (6) nor greater than sixty (60).

SECTION 3. Election to Voting Membership. Election to voting membership shall be by a majority vote of the Directors at any meeting of the Directors at which a quorum is present; or by unanimous election in writing signed by all of the Directors of the Corporation and filed with the Secretary of the Corporation.

SECTION 4. Rights and Powers of the Voting Members. Subject to the limits imposed by Article VI, Section 1 below, the Voting Members shall have the power to fix the number of Directors and to elect the Directors from among those serving as Voting Members. The election of the Directors may be conducted by mail, fax, or electronic means as provided in Article V, Section 7 below, or at the Annual Meeting of Voting Members. At every meeting of Voting Members, each Voting Member shall be entitled to vote in person, or by written proxy signed by that Member and dated not more than eleven months prior to the meeting. Each Voting Member shall be entitled to one vote. Except as otherwise provided by law, the election of Directors and all other questions decided by the Voting Members shall be decided by a majority vote of the Voting Members present in person or by proxy. Voting Members may be invited or appointed to serve on Standing or Special Committees as provided in Article IX, Section 3 below.

SECTION 5. Removal of Voting Members. Voting Members may be suspended or removed from voting membership in the Corporation by majority vote of the Directors present at any meeting of the Directors at which a quorum is present; or by written consent of all of the Directors of the Corporation, other than the Voting Member or Members whose suspension or removal is proposed, filed with the Secretary of the Corporation. Grounds for suspension or removal shall be any grounds deemed sufficient by the Board. However, no action shall be taken under this section unless notice thereof shall have been mailed or delivered to the Voting Member or Members whose suspension or removal is proposed at least 30 days before the date of the meeting at which such action is proposed to be taken, and such Voting Member or Members shall have the right to appear at such meeting for the purpose of presenting reasons why the proposed action should not be taken.

SECTION 6. Contributing Members. Contributing Members shall include any person or organization which contributes annually not less than $5.00 or provides such value, goods, or services as the Board may from time to time specify. Contributing Members shall include Donors and Advisory Board Members. Donors are individuals or organizations that make financial or in-kind contributions to the Corporation and that support PVS's purposes. Advisory Board Members are individuals or organizations who 1) have special interest or expertise in the fields of sailing, shipping operations, ship design, education, youth services, health, sail training, Hawaiian or Pacific island cultures, oceanography, or related matters; 2) support the goals and purposes of the Corporation; and 3) have agreed to advise the Officers and Directors from time to time in matters as to which they have special knowledge.

SECTION 7. Rights and Powers of Contributing Members. Contributing members may attend meetings of the membership of the Corporation and shall be kept informed as to the activities of the Corporation, but shall have no vote or other rights or powers with respect to the governance of the Corporation.

SECTION 8. Categories of Contributing Members; Advisory Boards. The Officers or the Board may establish categories of Donors and establish Advisory Boards and appoint and remove Advisory Board Members.

SECTION 9. Additional Classes of Membership. The Board may create other classes of membership. The rights and duties of such additional classes or categories of membership shall be as determined by the Directors.

SECTION 10. Resignation. Any member may resign by delivering or mailing his or her written statement of resignation to the Secretary of the Corporation.

SECTION 11. Transfer of Membership. Membership in the Corporation is not transferable and may not be assigned.

ARTICLE V. Meetings of Voting Members

SECTION 1. Annual Meeting. The Corporation shall hold an annual meeting of Voting Members for the election of Directors, and for the transaction of such other business as may properly come before the meeting, on a date, time, and place specified in a meeting notice established by the Directors each year. If the election of Directors is not held at the annual meeting, or at a later adjourned meeting, the Board shall hold the election at a special meeting of the Voting Members as soon as may be convenient.

SECTION 2. Special Meetings. Special meetings of the Voting Members of the Corporation may be called by the President, the Board, or on the written request of one third of the Voting Members.

SECTION 3. Notice of Meetings. Notice of each meeting of Voting Members shall be by mail, fax, electronic means, or by personal delivery to each Voting Member not less than ten days before the meeting. In the case of a special meeting, the purpose or purposes for which the meeting is called shall be stated in the notice of meeting. Mail, fax, or electronic communication shall be deemed delivered when mailed or upon receipt of fax or electronic confirmation to the Voting Member's address as it appears of the records of the Corporation.

SECTION 4. Action by Voting Members Without a Meeting. Any action required or permitted under Section 415B-16, Hawaii Revised Statutes, as amended, to be taken at a meeting of Voting Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Voting Members entitled to vote on the subject matter thereof.

SECTION 5. Quorum. At all meetings of Voting Members of the Corporation, a majority of the current Voting Members, present in person or by proxy, shall constitute a quorum. If at any meeting there shall be less than a quorum, the Voting Members present shall have the power to adjourn the meeting until a quorum be present. At all meetings of Voting Members of the Corporation, each Voting Member shall be entitled to one vote.

SECTION 6. Proxies. At any meeting of Voting Members, a Voting Member may vote by proxy executed in writing by the Voting Member or by his/her duly authorized attorney in fact. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy.

SECTION 7. Voting by Mail, Fax, or Electronic Means. Whenever Directors are to be elected by Voting Members, the election may be conducted by mail, fax, or electronic means as the Board may determine.

ARTICLE VI. Board of Directors

SECTION 1. Number. The number of Directors of the Corporation shall be not less than three (3) nor more than twenty-one (21) as determined by majority vote of the Voting Members presenting in person or by proxy at any meeting of the Voting Members of the Corporation at which a quorum of the Voting Members is present, or by unanimous written consent of all the Voting Members filed with the Secretary of the Corporation. The maximum number of Directors may be increased by amendment of the By-Laws as later provided, but the minimum number shall remain three (3).

SECTION 2. Election and Tenure. Directors shall be elected by majority vote of the Voting Members at the annual meeting of the Corporation provided a quorum of Voting Members is present, or by unanimous written consent of all the Voting Members. The Directors shall be elected for staggered terms so that approximately one-third of the Board is elected each year. The first Board elected following the adoption of these Bylaws shall have Directors elected for one (1), two (2), and three (3) year terms respectively. Thereafter, each successive Director shall hold office for a term of three (3) years and shall serve until the Annual Meeting of Voting Members at the end of their respective term or until their successors shall be elected in their stead. No Director shall serve for more than two (2) consecutive terms or more than six (6) consecutive years.

SECTION 3. Resignation. Any Director may resign by delivering or mailing his or her resignation to the Secretary of the Corporation.

SECTION 4. Removal. Directors may be removed from office at any time with or without cause by vote of two-thirds of the Voting Members of the Corporation at any meeting at which two-thirds of the Voting Members are present, or by written consent of all the Voting Members other than the Director or Directors whose removal is sought.

SECTION 5. Vacancies. Any vacancy occurring on the Board during the year may be filled for the un-expired portion of the term by the majority vote of the remaining Directors present at any meeting of the Board at which a quorum is present or by unanimous written consent of all of the Directors filed with the Secretary of the Corporation.

SECTION 6. Powers. Subject to the provisions of the Charter of Incorporation and these By-Laws, the Board shall have full power in the management and control of the policies, activities, funds, and affairs of the Corporation. Without prejudice to such general powers but subject to the same limitations, the Directors shall have the following powers:

(a) To appoint and remove at pleasure all Officers of the Corporation and the Executive Director (who shall be and have the powers of the Chief Executive Officer, including the power to hire and fire employees and agents of the Corporation), prescribe their duties, and fix compensation;

(b) To set policies and to give directions, not inconsistent with the laws of the State of Hawaii, for the guidance of the Corporation; and

(c) To borrow money and to secure the obligations of the Corporation by mortgage, deed of trust, pledge, or otherwise.

ARTICLE VII. Meetings of Directors

SECTION 1. Regular Meetings. Regular meetings of the Board shall be held immediately the Annual Meeting of Voting Members and at such other times as the Board may decide.

SECTION 2. Special Meetings. Special meetings of the Board may be called at any time by or at the request of the President or upon the written request of one-fourth of the Directors then in office. Meetings may be held by conference telephone call.

SECTION 3. Participation by Conference Telephone. Directors may participate in regular or special meetings of the Board, and in regular or special meetings of committees of the Board, by means of a conference telephone such that all persons participating in the meeting can simultaneously hear each other.

SECTION 4. Notice of Meetings. Notice of any special meeting of the Board shall be given at least five days prior thereto delivered personally or sent by mail, telegram, email, facsimile, or electronic means to each Director. If mailed, such notice shall be deemed delivered when deposited in the United States mail, postage prepaid. If notice be given by telegram, such notice shall be deemed delivered when the telegram is delivered to the telegraph company. If notice be given by email or facsimile, the notice shall be deemed delivered when transmitted to a email address or facsimile machine at the Director's home or place of business. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute waiver of notice of such meeting, 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. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these By-Laws.

SECTION 5. Quorum. At all meetings of the Board, a majority of then serving Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by statute or these By-Laws. If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting from time to time without further notice to any absent Director.

SECTION 6. Action by Directors Without a Meeting. Any action required or permitted under Section 415B-16, Hawaii Revised Statutes, as amended, to be taken at a meeting of the Board, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the Directors.

SECTION 7. Fees and Compensation. The Directors shall not receive any salary or fee for attendance at meetings of the Board or for otherwise acting as Directors, but Directors may be reimbursed for out-of-pocket expenses incurred in connection with the discharge of their duties when the Board authorizes such reimbursement. No loans shall be made by the Corporation to any of its Directors or Officers.

ARTICLE VIII. Officers

SECTION 1. Officers. The officers of the Corporation shall include the President , the Vice-President, the Secretary, and the Treasurer, and shall be elected from among the Board of Directors. Other officers as may be elected in accordance with this Article.

SECTION 2. Election and Term of Office. The officers of the Corporation shall be elected annually by and from the Board of Directors at the regular annual meeting of the Directors. If the election of officers is not held at the annual meeting, the election shall be held as soon thereafter as convenient. New offices may be created and filled at any meeting of the Board. Each officer shall hold office until his or her successor shall have been duly elected. The same person may hold more than one office.

SECTION 3. Removal. Any officer elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Corporation would be served thereby.

SECTION 4. Vacancies. In the event any office of the Corporation becomes vacant, the Board may elect an officer to fill such vacancy, and the officer so elected shall serve until the first meeting of the Board after the next annual meeting of Voting Members and until the election of his or her successor.

SECTION 5. Powers. The Officers of the Corporation shall have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as the Board shall from time to time confer upon them.

SECTION 6. President. The President shall be the Chairperson of the Board and shall in general supervise and control all of the business and affairs of the Corporation. He/she shall preside at all meetings of the Voting Members. He/she may sign, with the Secretary or other proper officer of the Corporation authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these By-Laws or by statute to some other officer or agent of the Corporation; and in general he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.

SECTION 7. Vice-President. The Vice-President shall carry out such duties as the President may determine and act as President in his or her absence.

SECTION 8. Secretary. The Secretary shall keep, or cause to be kept, a book of minutes, at the principal office of the Corporation or at such other place as the Board may determine, of all meetings of the Board, with the time and place of holding, whether regular or special, how authorized, the notice thereof given, the names of those present, and the proceedings thereof. The Secretary shall keep, or cause to be kept, a register showing the names and addresses of all Voting and other Members of the Corporation; shall give, or cause to be given, notice of all meetings of the Board as provided in these By-Laws; and shall keep the seal of the Corporation and have such other powers, and perform such other duties, as the Board may prescribe.

SECTION 9. Treasurer. The Treasurer shall be the Chief Financial Officer of the Corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, and surplus. The books of account shall be open to inspection by any Director.

ARTICLE IX. Committees

SECTION 1. Executive Committee. There shall be an Executive Committee of not less than five (5) Directors consisting of the President, Vice-President, Secretary, Treasurer, and the immediate Past President (provided s/he is a Board Member) and such other Directors as the Board may determine from time to time. The President shall be the Chairperson and the Executive Committee may make its own rules of procedure. The Executive Committee shall act between meetings of the Board to conduct the business of the Corporation and shall have, and may exercise, any and all powers of the Board in all matters which the entire Board has not given specific directions (subject to any limitations the entire Board may set). However, the Executive Committee shall have no powers of the Board: to amend, alter, or repeal the By-Laws; elect, appoint, or remove members of committees or any Director or Officer of the Corporation; amend the Articles of Incorporation, restate Articles of Incorporation, adopt a plan of merger, or adopt a plan of consolidation with another corporation; authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation; authorize the voluntary dissolution of the Corporation or revoke proceedings therefore; adopt a plan for the distribution of the assets of the Corporation; or amend, alter, or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered, or repealed by committee. The Secretary shall keep or cause to be kept a record of all meetings and proceedings. All action taken shall be reported to the Board at its next meeting, or by report that is communicated by mail, email, fax, or electronic means. The action shall be subject to revision or veto by the Board, provided no rights of third parties shall be affected by such revision or veto. Regular meetings of the Executive Committee shall be held at a time and place as the Chairperson shall decide. Special meetings may be held at the call of the Chairperson or upon the written request of any two Directors on the Committee. Notice of the time and place of each meeting shall be given by the Secretary in writing, by telephone, fax or electronic means, to each member of the Committee at least one day prior to the meeting. The affirmative vote of a majority of the fully authorized membership of the Executive Committee shall be required for any action.

SECTION 2. Approval of Acts of Executive Committee or Officers. Any actions taken by the Executive Committee or by the Officers shall be submitted to the Board for ratification and approval by majority vote of the Directors present at any meeting of the Board at which a quorum is present, or by unanimous written consent of all the Directors, and such ratification and approval shall be in all respects equivalent to a valid and binding vote of approval by the Board taken prior to said actions.

SECTION 3. Other Standing and Special Committees.

(a) Standing Committees. There shall be the following additional Standing Committees of the Board. Nominating Committee Finance Committee Development Committee Program Committee Each Standing Committee shall consist of at least two Directors appointed by resolution of the full Board (one of whom shall be chairperson) and such additional Directors, Voting Members, or Contributing Members as the President may appoint from time to time. Each Standing Committee shall adopt its own rules of procedure, provided that such rules are not inconsistent with these By-Laws and shall have such duties and responsibilities as the Board or Executive Committee may from time to time direct and shall make recommendations in its area of responsibility to the Board and Executive Committee.

(b) Special Committees. The President may also convene special purpose committees from time to time and appoint Directors, Voting Members, or Contributing Members to serve on those committees. Each special purpose committee shall have such duties and responsibilities as the Board or Executive Committee may direct and shall make recommendations in its area of responsibility to the Board and Executive Committee. Special purpose committees may include long rang planning, personnel, or other matters that may serve the Corporation's purposes or needs.

ARTICLE X. Indemnification of Officers and Directors

SECTION 1. Non-Derivative Actions. The Corporation shall indemnify each person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation) if that person is or was a Director or Officer of the Corporation and acting in that capacity, against expenses (including attorneys' fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the proceeding if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe his/her action or conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that he/she did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was lawful.

SECTION 2. Derivative Actions. The Corporation shall indemnify each person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor because that person is or was a Director or Officer of the Corporation, against expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection with the defense or settlement of the action if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue, or matter as to which he/she shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the Corporation unless and only to the extent that the court in which that action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

SECTION 3. Authorization. Any indemnification under Sections 1 and 2 of this Article (unless ordered by a court) shall be made by the corporation only if authorized in the specific case upon a determination that indemnification of the Director or Officer is proper in the circumstances because the Director or Officer has met the applicable standard of conduct set forth in Sections 1 or 2. The determination shall be made (a) by the Board by a majority vote of a quorum consisting of Directors who were not parties to the proceeding, or (b) if a quorum is not obtainable, or, even if obtainable if a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion to the Corporation, or (c) by a majority vote of the Voting Members, or (d) by the court in which the proceeding is or was pending upon application made by the Corporation or the Director or Officer or the attorney or other person rendering services in connection with the defense, whether or not the application by the Director, Officer, attorney, or other person is opposed by the Corporation.

SECTION 4. Advance Payments. Expenses incurred in defending any proceeding may be paid by the Corporation in advance of the final disposition of the proceeding as authorized by the Board in a particular case upon receipt of an undertaking by or on behalf of the Director or Officer to repay such amount unless it shall ultimately be determined that the Director or Officer is entitled to be indemnified by the Corporation as authorized in this Article.

SECTION 5. Other Rights. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled and shall continue as to a person who has ceased to be a Director or Officer and shall inure to the benefit of the heirs and personal representatives of such a person.

SECTION 6. Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any Director or Officer of the Corporation, against any liability asserted against or incurred by the Director's or officer's status as such, whether or not the Corporation would have the power to indemnify the Director or Officer against liability under this Article.

SECTION 7. Exception to Liability. Any Officer or Director of the Corporation who serves without remuneration shall not be liable for damages, injury, or loss caused by or resulting from the person's performance of or failure to perform, duties of the position to which the person was appointed, unless the person was grossly negligent in the performance of, or failure to perform such duties, as provided by Hawaii Revised Statutes, § 415B-158.5.

ARTICLE XI. Dissolution

SECTION 1. Distribution of Assets. Upon dissolution, the assets of the Corporation remaining after payment and discharge of all debts and liabilities of the Corporation shall be distributed to such tax-exempt charitable organizations as shall be determined by the Board in its discretion.

ARTICLE XII. Amendments to By-Laws

SECTION 1. Amendments to By-Laws. These By-Laws may be added to, amended, or repealed, in whole or in part, by vote of a majority of the Directors present at any regular or special meeting of the Board, properly called, at which a quorum is present, provided that the proposed addition, amendment, or action to repeal has been given to each Director in writing with the Notice of such meeting or at least twenty-one (21) days prior to such meeting. These By-Laws may be added to, amended, or repealed, in whole or in part, by unanimous written consent of all of the Directors.

ARTICLE XIII. Executive Director

SECTION 1. Executive Director. The Board shall select and retain an Executive Director who shall be the Chief [operating] Executive Officer of the Corporation and, subject to the direction of the President, shall supervise and control the day to day affairs of the Corporation, including the hiring and firing of all employees and / or agents. In the absence of the President or Vice-President, or in the event of their inability to act, the Executive Director shall also perform the duties of the President, and when so acting shall have all the powers of the President and be subject to all the restrictions on the President. The Executive Director shall perform such other duties as may from time to time be assigned by the President or the Board.

Article XIV. Miscellaneous

SECTION 1. Execution of Instruments. The Board may, at its discretion, from time to time by resolution authorize particular Officers, Directors, agents, or employees of the Corporation to execute and deliver documents and instruments and establish the terms and limits for such approval. All checks, drafts, notes, bonds, acceptances, deeds, leases, contracts, and all other documents and instruments shall be signed, executed, and delivered by the Executive Director, except any check to the Executive Director shall only be signed by the Directors as authorized by the Board. For amounts above limits established by the Board, the additional signature of another authorized Officer or Director shall be required.

SECTION 2. Seal. The Board may determine the PVS seal and may change it as the Board decides.

SECTION 3. Fiscal Year. The fiscal year of the Corporation shall be from January 1 until the following December 31st.

SECTION 4. Annual Independent Outside Audit. Each year the Board shall approve the selection of an outside independent auditor who shall conduct a full and fair audit or review of the Corporation's financial records (as the Board may decide) and prepare a report which shall be submitted, reviewed, and accepted by the Board.

SECTION 5. Conflicts of Interest. No Director or Officer of the Corporation shall participate in any matter in which he or she has a pecuniary interest. However, if after full disclosure of such an interest to the full Board, the Board may waive the conflict by two-thirds vote.