ARTICLE I: PURPOSES
I.1 The corporation is organized and operated exclusively for charitable purposes. The
purposes of this corporation shall be to engage in any lawful activities, none of which are
for profit, for which corporations may be organized under Chapter 65 of the Oregon
Revised Statutes (as amended from time to time) and Section 501 (c) (3) of the Internal
Revenue Code of 1954 (as amended and revised from time to time).

1.2 The corporation's primary purpose shall be the fostering of international friendship and
understanding through cultural and educational exchange and the facilitating of personal,
business, and governmental ties between citizens and officials of Portland and
Khabarovsk.

ARTICLE II: NONMEMBERSHIP
This corporation shall have no members as that term is defined by Oregon Revised Statutes Chapter 65, but shall have members for other purposes. These members shall have none of the rights or duties described in ORS Chapter 65 (as amended and revised from time to time).

ARTICLE III: BOARD OF DIRECTORS
III.1 Duties: The corporate powers, business and property of the corporation shall be exercised, conducted and controlled by a Board of Directors.

111.2 Number: The number of Directors on the Board may vary and will consist of not less than ten (10) Active Directors as defined below in 111.3.1. Subsequently, the sitting Board may review and alter the number of directors as desired for the optimum functioning of the Association.

111.3 Categories of Directors:
Active Directors have full voting power to act on and carry out the business of the corporation. An active Director is one who expresses and demonstrates a willingness and availability to participate in Board activities, including, but not limited to, regular attendance at Board Meetings.

Resource Directors, having a non-voting status, may be designated, without restriction as to number, by the Board from the membership or community at large, in recognition of their special skills or interest in working to promote the purpose of the corporation from time to time as they are able to lend their energies to selected programs and events.

Honorary Directors, having a non-voting status, to be appointed, without restriction as to number, by the Mayor of the City of Portland, Oregon, or by the Active Board of Directors in recognition of their services, past or present, to the cause of improving relations between the people of Russia and the United States.

III.4 Term of Office: The Active Directors shall be appointed for a three-year renewable term. A Director may be reappointed without limitation on the number of terms he or she may serve. The Board shall appoint its own members. Directors unable to complete their term of office should submit a letter of resignation to the Board or a letter requesting a change of Board Category.

111.5 Vacancies: Vacancies on the Board of Directors and newly created board positions will be filled by a majority vote of a quorum of the Active Board members. The Board may nominate, or members of the community may come forth or submit nominees for invitation to the board based on willingness to serve and commitment to the corporation's purpose.

111.6 Removal: Any Director may be removed, with or without cause, by a vote of twothirds of the Active Directors.

111.7 Quorum: The attendance of five (5) Active Board Members at a regularly scheduled Board meeting shall constitute a quorum.

111.8 Regular Meetings: The full Board of Directors regularly schedules and holds meetings on the last Wednesday of every month, except for the months of December and July (or as agreed on by the Board to accommodate holidays and school breaks). All Board meetings are open to general membership, as well as the general public.

111.9 Special Meetings: The President, when deemed necessary, shall call a special meeting of the Board of Directors, and each call for a special meeting shall be in writing or by telephone, with two (2) days notice to members of the Board of Directors, and stating the purpose of the special meeting.

III.10 Compensation: The Directors shall receive no compensation for expenses from the corporation for their services in acting as Directors of the corporation; provided, however, cash expenses incurred in carrying out the purposes of the corporation shall, when approved by the Executive Committee, be reimbursable, if the corporate net assets are sufficient. The Board may authorize and reimburse travel expense for Board members traveling on official PKSCA business.

111.11 Records: The Directors shall maintain a complete record of all their business transactions, their minutes and acts, and annually present a full statement to the Mayor of the City of Portland, Oregon, showing in detail the condition of the affairs of the corporation.

III.12 Committees: Standing or temporary committees may be appointed, from its own members, or from the public, by the Board of Directors from time to time, and the Directors may invest such committees with such powers as it may see fit, subject to such conditions as may be prescribed by the Board of Directors.

111.12.1 Executive Committee: The Executive Committee will be comprised of four (4) or more elected officers of the Active Board, including, but not limited to the President, Vice President, Secretary, and Treasurer, it shall have all the powers provided by statute except as especially limited by the Board.

ARTICLE IV: OFFICERS
IV. I Term: All Officers of the corporation shall be elected by the Directors from their numbers, except as hereinafter provided and shall serve for a period of two years or until their successors have been elected. The term of office shall be January I through December 31. The president shall not serve consecutive terms.

IV.2 Number: Officers of the corporation shall be the President, one, two or more Vice Presidents, a Treasurer, a Secretary, and such additional Officers or Assistants as the Directors may appoint. The immediate past President shall serve as an ex-officio member and advisor to the Executive Committee. The Mayor of the City of Portland, Oregon and the Consul General of the Russian Far East serving in Seattle, Washington, and/or San Francisco, California, shall, ex-officio, be honorary members of the Board of Directors.

IV.3 Duties of Officers
IV.3.1 President: The President shall preside at all meetings and shall sign, as president along with another officer, all contracts and other instruments. The President may appoint a designee to preside at selected meetings as appropriate or necessary. Upon election of a new individual as President, the former incumbent shall automatically become Director Emeritus for a period of one year with non-voting status equivalent to an Honorary Director as specified in Article 111.3 of these bylaws.

IV.3.2 Vice President(s): In the absence of the President, a Vice President shall assume the duties of the President and assume such duties assigned to him/her from time to time by the Board of Directors.

IV.3.3 Secretary: The Secretary shall:
     (a) keep records and minutes of all meetings of the Board of Directors.
     (b) sign, where required, all corporate papers in conjunction with the President.
     (c) correspond for the Association as directed by the President.
In the absence of the Secretary, the Directors shall appoint one of its members for the current meeting or function only.

IV. 3.4 Treasurer: The duties of the Treasurer shall be:
     (a) the custodian of all funds of the corporation, depositing such funds in banks      designated by the Board of Directors.
     (b) to disperse funds only as prescribed by the Directors or the Executive Committee, and      in no instance other than petty cash (under $100), except by bank draft bearing the      signature of either the President or Vice President in addition to that of the Treasurer.
     (c) in consultation with the: President, to file an Annual Report with the State of Oregon      (Form CT-12--Charitable Activities Section, Oregon Department of Justice), in accordance      with the Oregon Nonprofit Corporation Act, to be submitted no later than May 15th. The      Corporation'sfiscal year shall coincide with this submittal deadline.

ARTICLE V: CORPORATE INDEMNITY
This corporation will indemnify its officers and directors to the extent required by Oregon law.

ARTICLE VI: AMENDMIENTS TO BYLAWS
These bylaws may be amended or repealed, and new bylaws adopted, by the Board of Directors by a majority vote of the directors present, If a quorum is present. Prior to the adoption of the amendment, each Director shall be given at least two days notice of the day, time, and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the bylaws and shall contain a, copy of the proposed amendment. The Mayor of the City of Portland must also approve any changes to these bylaws adopted by the Board.