APRTC First Board Meeting Minutes

MINUTES OF THE ORGANIZATIONAL MEETING OF THE BOARD OF DIRECTORS
OF ASIA PACIFIC REGIONAL TECHNOLOGY CENTRE

The Board of Directors met on September 20, 2001.
The meeting was held at Syngenta (Asia-Pacific) Offices, Hong Kong. Messrs Atkin and Faleel participated by conference call.
The meeting was called by the Board of Directors and the Incorporator (Mr David Atkin).
The notice for the meeting was given more than two days in advance by phone or in person or more than seven days in advance in writing and mailed by first class mail.
The directors present for the meeting were James Collins, Timothy Oviatt, William Wyn Ellis and Nawaz Faleel.
The other person present (by conference call) at the meeting was David Atkin, legal counsel.
A Quorum was present because there are currently four directors on the Board and all four of them were present at this meeting.

I. REPORTS AND DISCUSSIONS

1. Minutes to Previous Meeting: No minutes of a previous meeting were adopted.

2. Financial Report: A report was given and discussed regarding the Corporations income, expenses, cash, assets and financial situation.

3. Report on Programs and Activities: A report was given and discussed regarding the Corporation's programs and activities.

II. CORPORATE ACTIONS

4. Incorporated Status: The Articles of Incorporation filed with the State of Oregon on August 7, 2001 were presented to the Board for its inspection and approval. The following motion was made, seconded, and passed:

RESOLVED to acknowledge that Asia Pacific Regional Technology Centre is a properly incorporated nonprofit organization in the State of Oregon. The secretary is instructed to file a certified, stamped copy of the Articles of Incorporation in the corporate minutes book.

5. Initial Directors: The following motion was made, seconded, and passed:

RESOLVED to acknowledge that the initial and still current directors are James Collins, Timothy Oviatt, William Wyn Ellis and Nawaz Faleel and that unless they resign or are removed from office, they shall serve as directors until their successors are properly elected.

6. Resignations of Initial Directors: The Board discussed whether any of the initial or current directors wished to resign or had already resigned. The following motion was made, seconded, and passed:

RESOLVED to acknowledge the resignations of the following directors, which were effective on the following dates: William Wyn Ellis September 20, 2001

7. Bylaws: Proposed bylaws were presented at the meeting and discussed. The following motion was made, seconded, and passed:

RESOLVED to adopt the bylaws presented at this meeting. The secretary is directed to certify the bylaws and place them in the corporate minutes book.

8. Size of Board: The Board discussed the optimum size at this time for the corporation's Board of Directors. The following motion was made, seconded, and passed:

RESOLVED that the size of the Board shall be six directors, and shall stay at that number of directors until the Board decides to change it later by resolution.

9. Filling Vacancies on the Board: The Board discussed whether to appoint or elect any additional directors at this time. The following motion was made, seconded, and passed:

RESOLVED that Pierre-Louis Dupont, Don Taylor and Cam Forgie be appointed to fill vacancies on the Board of Directors until the next regular annual election of directors is held.

10. Election of Officers: The Board discussed the nomination and election of officers. The following motion was made, seconded, and passed:

RESOLVED to elect the following officers with terms of office beginning immediately and lasting until their successors are properly elected following the next annual election of directors.

President - Don Taylor
Vice Presidents - Nawaz Faleel and Timothy Oviatt
Secretary- Robert Raab
Treasurer- Buenafe Abdon

11. Establishment of Executive Committee: The Board discussed the establishment of an Executive Committee. The following motion was made, seconded and passed:

RESOLVED to establish an Executive Committee of the Board. There shall be no less than three members on this committee, all of whom must also be members of the Board of Directors. The initial members, Timothy Oviatt, Don Taylor and James Collins shall be the members of the Executive Committee, if they are also members of the Board, and unless the Board of Directors determines otherwise.

The Executive Committee shall be a Board Committee which is established and which shall operate in accordance with the provisions for an executive committee found in the organization's bylaws. The meetings and decisions shall be made in accordance with the same quorum and voting requirements of the full Board and so far as possible the Executive Committee shall operate according to the same procedures required of the full Board, including the writing, adopting and permanent storage of minutes of the meetings. The Committee is hereby delegated the authority to act on behalf of the full board between full Board meetings. It may make Board decisions as necessary or appropriate to fulfill the mission and to facilitate the operations and activities of this corporation, subject to the limitations on its power found in the Bylaws, Articles and state or federal law.

12. Depositing Funds and Signing Checks: The following motion was made, seconded and passed:

RESOLVED that the funds of the corporation be deposited in an account at a bank to be selected by the President, and

RESOLVED that all checks drawn on the bank account of the corporation be signed by two of the following three persons: William Wyn Ellis, Timothy Oviatt or Don Taylor.

13. Authority to Sign Contracts on Behalf of Corporation: The following motion was made, seconded, and passed:

RESOLVED that all small and ordinary contracts and agreements necessary for the operation of the corporation may be signed on behalf of the corporation by William Wyn Ellis, Executive Director; Timothy Oviatt or Don Taylor.

14. Continuing Authority To Purchase Office Supplies and Services: The following motion was made, seconded, and passed:

RESOLVED that the officers, executive director, or staff, if any, of the corporation are instructed to acquire all office supplies and services necessary to operate the office of the corporation, and they are authorized to expend the funds necessary and appropriate for this purpose.

15. Completion of Tax-exempt Corporation Obligations: The following motion was made, seconded, and passed:

RESOLVED that the officers are directed to complete the proper incorporation, organization and registration of the corporation, to comply with all state and federal nonprofit reporting requirements, and to apply for tax exempt and tax deductible status with the IRS. The officers may consult with the corporation's legal counsel to complete this task, and are authorized and directed to pay for those legal services.

16. Continuing Resolution to Conduct Basic Activities: The Board discussed the corporation's initial activities. The following motion was made, seconded, and passed:

RESOLVED that the directors, officers, volunteers and staff, if any, are instructed to undertake the basic activities of the corporation, including setting up and operating an office, recruiting members and volunteers, soliciting donations, preparing and implementing a plan for fundraising, and preparing a plan of activities designed to accomplish the goals and mission of the corporation, which will be presented to the APCPA, and upon its approval the programs may be implemented.

Adjournment: There being no further business, the meeting was adjourned.