BYLAWS

Section 1. Name

The name of the society is the Society of the Foreign Consuls in New York, Inc., herein referred to as the "Society."

Paragraph 1. The objects and purposes of the Society are:

1. (I)To safeguard the interests, rights and privileges of the Members of the Consular Corps as defined in international law or as established through usage;
2. (II)To maintain and foster good relationships within the Consular Corps and the city of New York, as well as all States to which the members are accredited to further the interests of the Corps.

Section 2. Membership

Membership shall be open to all foreign consular representatives in New York accredited by their governments to the government of the United States.

Section 3. Membership Representation

The Consul General of the member country shall act as its official representative. However, any consular officer can become a member of the Society and act as a representative of the member country in the absence of the Consul General so long as the Consul General of the respective country approves.

Section 4. Membership Dues

The Executive Committee of the Society shall determine the annual membership fees for the Consul General and their respective consular staff.

Paragraph 1. The membership fee shall cover the entire fiscal year. Notwithstanding, membership fees for new members shall be prorated.

Section 5. Partnerships

Individuals or organizations who would like to become partners of the Society may do so after receiving approval from the Executive Committee and paying membership fees. Partners of the Society shall have no voting rights during "the Annual Meeting of the Members."

Section 1. Annual Meeting

"The Annual Meeting of the Members" (herein referred to as "the Annual Assembly"), for the election of the Executive Committee and for the transaction of such other business as may come before the Members, including the delivery of a financial statement, shall be held each year at the place, time and date, in the month of June, as may be scheduled by the Executive Committee, or, if not so determined, as may be elected by the President.

Extraordinary Meetings that refer to matters that can only be discussed during the Annual Assembly shall be held whenever called by the Executive Committee or the President.

Section 2. Periodic Meetings

"The Periodic Meetings of the Executive Committee" can be held at the discretion of the Executive Committee. The agenda discussed during periodic meetings can include any subject that the Executive Committee chooses to address. If a matter requires the protocol of the Annual Assembly, the Executive Committee shall call an Extraordinary Meeting.

Paragraph 1. If a member of the Society that is not part of the Executive Committee has an important matter to discuss with the Committee, the consular representation shall give a written demand to the Executive Committee requesting an invitation to attend the next periodic meeting.

Section 3. Notice of Meetings

Written notification of the place, date and time of the Annual Assembly shall be given to each member of the Society entitled to vote at least two (2) weeks in advance.

Paragraph 1. Notification of an Extraordinary Meeting shall be given with no less than three (3) days' notice.

Section 4. Quorum and Adjournments

At all Annual Assemblies and Extraordinary Meetings, forty percent (40%) of the Members eligible to vote must be present to constitute a quorum. In the absence of a quorum, after thirty (30) minutes of the time of summons, at least twenty percent (20%) of members eligible to vote shall constitute a quorum.

Section 5. Quorum of Executive Committee Meetings

At all periodic meetings of the Executive Committee, seven (7) members of the Executive Committee shall constitute a quorum. In the absence of a quorum, members of the Executive Committee shall adjourn the meeting.

Section 6. Organization

The President of the Society shall preside at all meetings of the Members. In the absence of the President, the Deputy President will preside. The Secretary of the Society shall act as Secretary at all meetings of the Members, but in the absence of the Secretary, the presiding Member may appoint any person to act as Secretary for that particular meeting.

Section 7. Voting

At any Annual Assembly, Extraordinary Meeting and periodic meeting of the Executive Committee, each country is entitled to one (1) vote. The Consul General or the approved representative of each consular office shall act as the official representative of their respective country. However, in the absence of the same, any registered consular officer may act as the representative of their respective country.

Section 8. Adoption of the Bylaws

The Executive Committee shall call for a meeting to adopt the bylaws approved at the Annual Meeting.

Principal office

The principal office of the Society shall be in New York City. The Society may also operate at such other places as the Executive Committee may from time to time determine or the interests of the Society may require.

Section 1. Powers and Duties

The Executive Committee shall have power to control and manage the affairs and property of the Society subject to applicable law and in accordance with the purposes and limitations set forth herein, and the Certificate of Incorporation.

Paragraph 1. The Executive Committee may:

1. (I)Elect the President, Deputy President and the Treasurer of the Society.
2. (II)Appoint and discharge advisors and consultants who have skills necessary or helpful to the Society.
3. (III)Employ and discharge persons for the furtherance of the purposes of the Society.
4. (IV)Exercise all other powers necessary to manage the affairs and further the purposes of the Society in conformity with the Certificate of Incorporation and these Bylaws.

Section 2. Number of Members

There shall be fourteen (14) members in the Executive Committee distributed as follows: two (2) members per region. One (1) shall act as principal and the other as an alternate.

Section 3. Election and Term of Office

The officers of the Executive Committee shall be elected by nominations from their region at the Annual Assembly of the Society. Members of the Executive Committee hold office for a term of one (1) year.

Paragraph 1. To become a member of the Executive Committee, the representative of the region shall be nominated by the members of their respective region.

Section 4. Qualification

Each member of the Executive Committee shall be the head of the consular representation.

Section 5. Classification — the seven regions

The Members of the Executive Committee represent seven (7) regions:

1. (I)Africa;
2. (II)Caribbean and Central America;
3. (III)East Asia and Western Pacific;
4. (IV)Europe Group 1 (countries listed alphabetically from A to L);
5. (V)Europe Group 2 (countries listed alphabetically from M to Z);
6. (VI)North and South America;
7. (VII)West and South Asia.

Section 6. Vacancies

Any vacancies on the Executive Committee arising at any time and for any cause may be filled at any meeting of the Executive Committee by the election of a member from the same region in which the vacancy arose, by a majority of the members then in office. The members so elected shall serve until the next annual meeting.

Section 7. Compensation

No compensation of any kind shall be paid to any member of the Executive Committee for the performance of his or her duties.

Section 1. Number and Qualifications

The affairs of the Society shall be managed by an Executive Committee, consisting of the following officers:

1. (I)President
2. (II)Deputy President
3. (III)Regional Vice-Presidents
4. (IV)Alternate Regional Vice-Presidents
5. (V)Treasurer
6. (VI)Secretary

Section 2. Election and Term of Office

The President, Deputy President and the Treasurer of the Society shall be elected for a period of one (1) year at the first meeting held by the Executive Committee after the Annual Assembly, and each shall continue in office until his or her successor has been elected and qualified, or until his or her resignation or removal. The President and the Treasurer are not allowed to be re-elected for a consecutive period.

Paragraph 1. The President shall be nominated and elected among the members of the Executive Committee. Each term, the President shall be nominated from a different region. Once the President is chosen from a particular region, the next President shall be nominated from the next alphabetically ordered region.

Paragraph 2. The Deputy President shall be elected among the members of the Executive Committee from a different region than that of the President.

Paragraph 3. The President shall appoint the Secretary to serve during his or her tenure.

Section 3. Vacancies of Officers

1. (I)In the event of a vacancy of the Presidency, a successor from the same region will be elected by the Executive Committee to fill the unexpired portion of the term.
2. (II)In the event of a vacancy of the Deputy President, a successor to fill the unexpired portion of the term shall be elected by the Executive Committee.
3. (III)In the event of a vacancy of the Treasurer, a successor to fill the unexpired portion of the term shall be elected by the Executive Committee.

Section 4. Presidency: Powers and Duties

The President shall preside at all meetings of the Executive Committee and shall have supervision of the affairs of the Society. The President shall perform all the duties usually incident to the office of the Presidency and shall perform such other duties as from time to time may be assigned by the Executive Committee. The President shall act as the sole spokesperson and representative of the Society. This includes any formal communication within the Society or with third parties.

Section 5. Treasurer: Powers and Duties

The Treasurer shall keep full and accurate accounts of receipts and disbursements of the Society, and shall deposit all moneys, evidence of indebtedness and other valuable documents of the Society in the name and to the credit of the Society in such banks or depositories as the Executive Committee may designate. At the Annual Assembly, he or she shall render a report of the Society's accounts showing in appropriate detail:

1. (I)The assets and liabilities of the Society as of a twelve-month fiscal period terminating thirty (30) days in advance of the Annual Assembly of the Members.
2. (II)The principal changes in assets and liabilities during that fiscal period.
3. (III)The revenues or receipts of the Society, both unrestricted and restricted to particular purposes, during said fiscal period.
4. (IV)The expenses or disbursements of the Society, for both general and restricted purposes, during said fiscal period. Such report shall be filed with the minutes of the Annual Meeting of the Members.

Section 6. Secretary: Powers and Duties

The Secretary shall keep the minutes of the annual meeting of the members and all meetings of the Executive Committee in books provided for that purpose. He or she shall be responsible for providing and serving all notices of the Society and shall perform all the duties customarily incidental to the office of the Secretary, subject to the control of the President.

Amending the bylaws

Bylaws may be amended by a two-thirds majority vote of those present at the Annual Assembly after the proposed amendments have been submitted to the Executive Committee and have been communicated by the Committee to all members at least a fortnight before the meeting.