Page 18 - 2020-0815-008 Board Meeting Documents for August 19

Article XVI. No Private Inurement
The Corporation is not organized for profit and is to be operated exclusively for the promotion of social
welfare in accordance with the purposes stated in the Corporation’s Articles of Incorporation. The net
earnings of the Corporation shall be devoted exclusively to charitable and educational purposes and
shall not inure to the benefit of any private individual. No Director or person from whom the
Corporation may receive any property or funds shall receive or shall be entitled to receive any pecuniary
profit from the operation thereof, and in no event shall any part of the funds or assets of the
Corporation be paid as salary or compensation to, or distributed to, or inure to the benefit of any
member of the Board of Directors; provided, however, that (a) reasonable compensation may be paid to
any Director while acting as an agent, contractor, or employee of the Corporation for services rendered
in affecting one or more of the purposes of the Corporation; (b) any Director may, from time to time, be
reimbursed for his or her actual and reasonable expenses incurred in connection with the administration
of the affairs of the Corporation; and (c) the Corporation may, by resolution of the Board of Directors,
make distribution to persons from whom the Corporation has received contributions previously made to
support its activities to the extent such distributions represent no more than a return of all of a part of
the contributor’s contributions.

Article XVII. Amendments to Articles of Incorporation or By-laws
Section 1. Amendments by the Board of Directors. The Articles of Incorporation or these By-laws may
be amended by the Board of Directors only at a regular meeting held thirty (30) days after a copy of the
proposed changes have been circulated to the members. An amendment may be adopted by a majority
vote of the Directors then in office, and provided further, that the amendment is approved by JA Guam.
A copy of the amendment shall be sent to JA Asia Pacific and JA Worldwide.
Section 2. Further Amendments. The provisions of the By-laws shall at all times be subject to applicable
Guam law and the Articles of Incorporation as they may be amended from time to time.

Article XVIII. Robert's Rules of Order

The procedure of, and procedure on, motions and other procedural matters at all meetings provided for
in these By-laws shall be governed by Robert's Rules of Order, insofar as such rules are not inconsistent
with the law, with the Corporation's Articles of Incorporation or with these Bylaws.

The above and foregoing Amended, and Completely Restated By-laws were approved and adopted by
the Board of Directors on January 10, 2018.

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