BYLAWS
of the
World Association of Non-Governmental Organizations, Inc.

PREAMBLE
Whereas the active involvement of civil society organizations is a necessary and vital complement to governmental and intergovernmental bodies in solving the fundamental problems of society and building a world of peace and well-being; and
Whereas, during a gathering of international leaders at Assembly 2000, held in New York City August 19-21, 2000, the Rev. Sun Myung Moon proposed the founding of a worldwide association of non-governmental organizations for the greater good of humanity, and subsequently initiated, and provided support for, the establishment of such a body; and  
Accordingly, representatives from non-governmental organizations worldwide gathered at international conferences during 2000 and 2001 and determined to implement the vision of forming a world association of non-governmental organizations; then 
We, the representatives of non-governmental organizations from all regions of the world, grateful to the Creator for our many blessings, and in the belief that it is proper and beneficial to establish such a union in order to perpetuate good in service to humanity beyond all borders, do hereby agree that this body, known as the World Association of Non-Governmental Organizations, shall be governed by the following provisions. 

BYLAWS

ARTICLE  I
 NAME
Section 1.  Name.
The name of this organization shall be the World Association of Non-Governmental Organizations (hereinafter referred to as the Association).
Section 2.  Abbreviation.
The World Association of Non-Governmental Organizations shall also be known as the World Association of NGOs and by its acronym WANGO.

ARTICLE  II
 MISSION AND PURPOSES
Section 1.  Mission.
The World Association of Non-Governmental Organizations is a global organization whose mission is to serve its member organizations, strengthen and encourage the non-governmental sector as a whole, increase public understanding of the non-governmental community, and provide the mechanism and support needed for NGOs to connect, partner, and multiply their contributions to solve humanity’s basic problems. 
Section 2.  Purposes.
The World Association of Non-Governmental Organizations adopts as its mandate the following purposes and objectives: 
1.	To unite NGOs worldwide in the cause of advancing world peace, as well as well-being at all levels – individual, family, society, nation, and world;
2.	To assist its member organizations in accomplishing their tasks relative to creating a better society and world: economically, socially, environmentally, politically, and morally;
3.	To empower its worldwide membership by acting as one strong and unified voice in advancing conflict resolution and moral solutions to pressing global, national, and social problems;
4.	To serve its member organizations by acting as a spokesperson on issues of mutual concern, by working in partnership with the United Nations and other intergovernmental bodies to voice concerns and advance objectives of the membership, and by providing forums for interaction and exchange of information among its members;
5.	To unite NGOs worldwide in support of the Universal Declaration of Human Rights, with particular emphasis on promoting (a) human dignity, as outlined in Article 1, (b) universality of human rights, as outlined in Article 2, (c) the family, as outlined in Article 16, and (d) religious freedom, as outlined in Article 18;
6.	To give an international voice to smaller NGOs, including NGOs from developing countries and countries with economies in transition; 
7.	To provide international conferences and symposia as a foundation for the building of moral and healthy individuals, families, societies, and nations; 
8.	To publish conference proceedings, position papers, monographs, reports, newsletters, and journals as a service to the membership and the world community; and
9.	To engage in any other activities for which non-profit corporations may be organized under federal and state law and which are considered consistent with the mission and purposes of the Association.
Section 3.  Founding Principles.
The founding principles of the Association are:
1.	Service.  Living for the sake of others and for higher purpose is the proper and desired state for all levels and components of society: individuals, families, societies, corporations, nations, and so forth.
2.	Beyond Boundaries – political, religious, cultural, racial, and ethnic. Significant progress toward world peace and global well-being can be fostered through inter-religious, intercultural, and interracial work, and across artificial barriers of politics and ethnicity that separate people and their institutions. 
3.	Human Rights. Each person is endowed with fundamental human rights, which must not be violated. These rights and freedoms, as recognized in the Universal Declaration of Human Rights (1948), are each individual’s entitlement, without distinction as to race, sex, language, religion, national or social origin, property, political or other opinion, birth, country or residence, or other distinction.
4.	Dignity.  “All human beings are born free and equal in dignity and rights, are endowed with reason and conscience, and should act towards one another in a spirit of brotherhood.” (Drawn from Article 1 of the Universal Declaration of Human Rights)
5.	Family. Strengthening the family is a fundamental route to creating a world of peace and well-being. Furthermore, as stated in the Universal Declaration of Human Rights, “The family is the natural and fundamental group unit of society and is entitled to protection by society and the State” (Article 16).
6.	Religious Freedom. “Everyone has the right to freedom of thought, conscience and religion; this right includes freedom to change his religion or belief, and freedom, either alone or in community with others and in public or private, to manifest his religion or belief in teaching, practice, worship and observance.”  (Drawn from Article 18 of the Universal Declaration of Human Rights)
7.	Public Responsibility. Public money must not be misused for selfish purposes, the sanctity of the environment is to be respected, and all public assets are to be treated with utmost seriousness as a sacred, public trust.
Section 4.  Nature of the Association.
The Association is organized and is to be operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the United States Internal Revenue Code of 1954.   

ARTICLE  III
OFFICES
Section 1.  Principal Office.
The principal office of the Association shall be fixed and located at such place as the International Council shall determine. The International Council is granted full power and authority to change the principal office from one location to another.  
Section 2.  Other Offices.
The Association may have such other office or offices at such suitable place or places as may be designated from time to time by the International Council or International Executive Committee.

ARTICLE  IV
MEMBERSHIP
Section 1.  Categories of Membership.
Categories of membership shall be fixed by the International Council and shall initially be two: 

        1.   Organization Membership; and
2.	Individual Membership.

Section 2.  Organization Membership.
There shall be several classes of Organization Membership: Regular, Senior, Affiliate, and Honorary.  
A.	Regular.  Regular Organization Membership shall be open to non-governmental organizations whose primary functions are consistent with the purposes of the Association. Authorized delegates from each Regular Organization Member shall have the right to participate fully in the Association’s meetings and activities, including the right to vote and hold elective office, as long as they remain authorized. Each Regular Organization Member shall have the right to designate one voting representative.  

B.	Senior. Senior Organization Membership shall be open to larger non-governmental organizations, whose primary functions are consistent with the purposes of the Association. Minimum requirements for this membership class are to be established by the International Council. Authorized delegates from each Senior Organization Member shall have the right to participate fully in the Association’s meetings and activities, including the right to vote and hold elective office, as long as they remain authorized. Senior Organization Members shall have the right to designate two voting representatives.
C.	Affiliate. Affiliate Organization Membership shall be available to organizations other than non-governmental organizations, such as governmental and inter-governmental bodies and businesses, which are engaged in functions consistent with the purposes of the Association. Representatives from each Affiliate Organization Member shall have the right to participate in the Association’s meetings and activities, but they shall not have the right to vote or to hold elective office in the Association.
D.	Honorary.  Honorary Organization Membership may be conferred by resolutions of the Association for any organizations, not members of WANGO, which in the opinion of the International Council have contributed significantly to uplifting the quality of life in the world. Such organizations may remain as Honorary Organization Members until such time as the International Council retracts the designation. Representatives from each Honorary Organization Member shall have the right to participate in the Association’s meetings and activities, but they shall not have the right to vote or to hold elective office in the Association.

Section 3.  Individual Members.
While non-governmental organizations shall constitute the main focus of the Association, WANGO also shall have categories of membership available for individuals who support the objectives of the Association. Individual members refer to individual natural persons and shall be one of several classes: Associate, Fellow, and Honorary.
A.	Associate.  Associate Individual Membership is available to persons whose interests, activities, and/or background are consistent with the purposes of the Association. Associate membership can include those who are active in, or engaged in leadership positions of, a non-governmental organization, whether or not the organization is a member of the Association. Associate Members shall have the right to participate in the Association’s meetings and activities, but they shall not have the right to vote or to hold elective office in the Association. 
B.	Fellow. The class of Fellow recognizes unusual distinction and shall be conferred only by invitation of the International Council upon a person with an excellent record of accomplishments in areas of relevance to the Association. WANGO Fellows shall have the right to participate fully in the Association’s meetings and activities, including the right to vote and hold elective office.
C.	Honorary.  Honorary Individual Membership may be conferred by resolutions of the Association, on recommendations of the Secretary General, for any individuals, not members of WANGO, who in the opinion of the International Council have contributed significantly to uplifting the quality of life in the world. Such individuals shall remain as Honorary Individual Members until such time as the International Council retracts the designation. Honorary Individual Members shall have the right to participate in the Association’s meetings and activities, but they shall not have the right to vote or to hold elective office in the Association.

Section 4.  Eligibility.
Procedures for determining eligibility and approving members shall be set by the International Council or a committee that the International Council may set up for that purpose.
Section 5.  Membership Classes and Definitions.
The International Council may establish additional non-voting classes of Organization Membership and Individual Membership as it so chooses, and may discontinue any membership class it previously established. The International Council reserves the right to interpret and further define requirements for any membership class, including those established in the Bylaws. 
Section 6.  Membership Committee.
The International Council may establish a Membership Committee in order to recommend and administer policy and establish requirements and dues for membership classes.
Section 7. Membership of International Organi-zations.
Sections or national chapters of international organizations can apply for membership in the Association, in addition to the main international body, if the section or chapter is independently incorporated, has its own board of directors, and is at least national or regional in organization. 
Section 8. Membership of Sections or Chapters of National Organizations.
Sections or chapters of national organizations, even if the local chapters are independently incorporated, are normally restricted from membership in the Association, with membership limited to the national body. At its discretion, the International Council may approve exceptions to this policy for individual organizations.
Section 9.  Dues of Membership.
Membership dues for each category and class of membership, and rules concerning the payment of dues, shall be set by the International Council or a membership committee given such authorization. The membership fees may be varied for region (eg., Africa, Europe, etc.), economic status (eg., student, professor, etc.), or other such distinction that the International Council or membership committee deems proper. The annual dues for an organization or individual may be deferred or waived in whole or in part by the International Executive Committee, upon request of the Secretary General. 
Section 10.  Termination of Membership.
A. Resignation. Membership of, or affiliation with WANGO, may be terminated at any time by resignation in writing. 
B. Removal of member for cause.  Suspension or removal of an Organization or Individual Member shall occur by action of the International Council for cause based upon actions inimical to the fundamental interests or function of the Association, or due to failure to comply in a satisfactory manner with the Articles of Incorporation and Bylaws of this Association. Should any Organization or Individual Member be guilty of an action of the type defined above, the International Executive Committee may immediately suspend such member until the case can be formally acted upon by the International Council. Failure to pay annual dues in a timely fashion likewise constitutes termination of membership. The International Council is the final authority as to whether an organization or individual is adhering to the values and purposes of WANGO and the requirements of membership.

ARTICLE  V
GOVERANCE: INTERNATIONAL COUNCIL
Section 1.  Responsibility. 
The general direction of the work of the Association shall be the responsibility of the International Council, which is the supreme governing body. The Council shall supervise and approve decisions affecting goals, policies, plans, and programs, as well as basic responsibility for funding all programs and support services.  
Section 2.  Council Membership. 
The membership of the International Council shall consist of  not less than 6 nor more than 24 Council members. 
Section 3.  Candidates for Membership. 
Candidates for membership shall be official representatives of Regular or Senior Organization Members or WANGO Fellows (individual members). Membership on the Council is maintained only so long as Association membership is maintained.
Section 4.  Term of Membership. 
Council members are elected to three-year terms, but may be re-elected. A Council member’s three-year term is considered to begin with his or her election until the election of his or her successor (or his or her re-election), whether this be greater, less than, or exactly three years from the time of his or her election. Membership in the Council is staggered, with one-third of the Council, or a close approximate thereof, completing their term each year.
Section 5. Election of International Council Members. 
Every year, one-third of the International Council, or a close approximate in the case of a Council membership not divisible by three, is to be elected (or re-elected) by the voting members of the Association and they shall be elected from nominations made by the Nominating Committee. During years in which a General Assembly (membership meeting) is held, normally as part of an annual, biennial, or triennial conference, election of Council members shall be done by the voting members of the Association present at the General Assembly. During years in which a General Assembly is not held, election of Council members will be held by mail or by electronic means in November or December of that year, with all voting members of the Association receiving electronic or paper ballots or the equivalent. The one exception to this election procedure is that the person occupying the position of Chair of the International Council is automatically re-elected a member of the International Council for a full term in any year in which he or she is to be a candidate for the Council.
Section 6.  Election of International Council Officers. 
The officers of the International Council – the Chair and one or more Vice-Chairs -- are to be elected by majority vote of the International Council members present at the Annual Meeting of the International Council, which, as specified in Section 11 of this Article, is to take place after the election of the new Council members by the Association. Any member of the International Council may be assigned by the Council any additional title that the Council deems appropriate.
Section 7.  Quorum and voting of the International Council.  
At any meeting of the International Council, a majority of the number of Council members fixed by these Bylaws shall be necessary and sufficient to constitute a quorum for the transaction of all business. A majority of the votes cast at a meeting of the International Council, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter that may properly come before the meeting, unless the concurrence of a greater proportion is required for such action by statute of by the Certificate of Incorporation or these Bylaws. 

Section 8.  Expansion of International Council Membership.  
The International Council may expand the size of the International Council, within the stipulations of Section 2 of this Article, as long as such proposed expansion be presented to all the members of the International Council at least ten days prior to the Council Meeting at which such changes are to be introduced and voted on. Such newly created Council memberships are to be filled by majority vote of the Council members then in office, involving qualifying Association members in good standing. The new Council members are to be elected for one-, two-, or three-year terms, or less, according to a format that allows approximately equal numbers of Council seats to be subject to election each year. 
Section 9.  Council Vacancies.  
A vacancy on the International Council shall occur on the death, incapacity, resignation, or removal of any Council member, or otherwise as provided by law. A majority of the remaining Council members then in office, though less than a quorum, may elect any qualifying member in good standing to fill any vacancy for the remainder of the term.  A member may be removed from office, with or without cause, by the affirmative vote of four-fifths (4/5ths) of the International Council in the manner provided by these Bylaws. 
Section 10.  Powers and Duties. 
The International Council shall have the control and management of the affairs and property of the Association. The International Council shall exercise all such powers of the Association and do all such lawful acts and things as are not restricted by statute or by the Articles or by these Bylaws. The Council members may delegate certain of their duties to an Additional Committee, created by the Council members according to Article X, or to the officers of the Association.   
Section 11.  Annual Meeting.
The International Council shall meet at least once a year and as often as necessary to conduct the business of the association. Special meetings may be called at the request of the Chair of the International Council or the International Executive Committee. In years in which a General Assembly is held, a meeting of the International Council will be held without notice immediately following and at the same place as the General Assembly for purposes of electing officers and transacting such business as may properly come before the meeting.
Section 12.  Special Meetings.
Special meetings of the International Council may be called by the Chair of the International Council or by a majority of the International Executive Committee. Notice of the time and place of the meeting shall be served, either personally or by mail (including via facsimile transmittal or via E-mail using the Internet), not less than seven (7) days before the date of the meeting upon each Council member, and if mailed, such notice shall be (i) directed to the Council member at his or her residence or business address as it appears in the records of the Association, and (ii) deemed to be delivered when deposited in the United States mail addressed to the member.  
Section 13.  Locations.
The International Council may hold meetings, both regular and special, either within or without the State.
Section 14.  Voting.  
At all meetings of the International Council, each Council member shall have one vote.
Section 15.  Presumption of Assent.  
A Council member of the Association who is present at a meeting of the International Council at which action on any association matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment of the meeting, or forwards such dissent by registered mail to the Secretary of the Association immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Council member who voted in favor of such action.
Section 16.  Meetings by Telephone or Internet.  
Unless otherwise restricted by the Articles, members of the International Council may participate in a meeting of the International Council by means of conference telephone, Internet communication, or similar communications equipment by means of which all persons participating in the meeting by use of such equipment shall constitute presence in person at such meeting. Written notice of telephone and Internet meetings is not required. All decisions of the International Council made in telephonic or Internet meetings shall be confirmed in writing by the participating Council members.
Section 17.  Action Without a Meeting.
Any action which could be taken at a meeting of the International Council may be taken without a meeting if a written consent setting forth the action so taken is signed by all members of the Council. Such written consents may be signed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document. Any such written consent shall be inserted in the minute book as if it were the minutes of an International Council meeting.  

ARTICLE  VI
GOVERANCE: NOMINATING COMMITTEE
Section 1.  Number.  
The number and constitution of the Nominating Committee is at the discretion of the International Council, but must be at least three. 
Section 2.  Appointment.  
The members of the Nominating Committee are to be appointed by the Chair of the International Council and subject to confirmation of the International Executive Committee. The term of the members of the Nominating Committee is to be set by the International Council. Recommendations for appointment can come from any of the members of the Council or by petition from at least 15 voting members of the Association. 
Section 3.  Eligibility.  
Any official representative of a Regular or Senior Organization Member or any WANGO Fellow (individual member) are eligible to serve on the Nominating Committee, including members of the International Council. Membership on the Nominating Committee is maintained only so long as Association membership is maintained.
Section 4.  Purpose.
The Nominating Committee is charged with the responsibility for presenting candidates for election to the International Council. The Committee is directed to consider candidates who will advance broad international representation on the International Council.   

ARTICLE  VII
GOVERANCE:  INTERNATIONAL EXECUTIVE COMMITTEE
Section 1.  Responsibility. 
Between meetings of the International Council, the International Executive Committee shall be responsible for the conduct of the affairs of the Association and for the implementation of the decisions of the International Council. The International Executive Committee also convenes periodically a membership meeting (General Assembly) for purposes of electing International Council members and providing reports on the affairs of the Association, with the General Assembly normally taking place at the same time as an international conference (annual, biennial, triennial, etc.) also convened by the International Executive Committee. In years in which the General Assembly does not take place, the International Executive Committee provides an annual report to the membership of the Association and oversees the election of International Council members by paper or electronic ballot.
Section 2.  Number.  
The number and constitution of the International Executive Committee is at the discretion of the International Council, but is to be not less than three nor more than seven voting members.  
Section 3.  Committee Leadership.  
The Chair of the International Council serves as Chair of the International Executive Committee. If the Secretary General of the Association is a member of the International Council, then the Secretary General also serves on the International Executive Committee. If the Secretary General is not a member of the International Council, then the Secretary General is to attend as a non-voting (ex-officio) member.
Section 4.  Appointment.  
The members of the International Executive Committee are to be appointed by the International Council from among members of the International Council, for terms designated by the International Council. 
Section 5.  Eligibility.  
Any member of the International Council is eligible to serve on the International Executive Committee. Upon removal from the International Council, the member becomes ineligible for membership on the International Executive Committee.
Section 6. Quorum and voting of the International Executive Committee.  
At any meeting of the International Executive Committee, a majority of the number of committee members shall be necessary and sufficient to constitute a quorum for the transaction of all business. A majority of the votes cast at a meeting of the International Executive Committee, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting.
Section 7.  Meetings.
Meetings of the International Executive Committee may be called by the Chair, or by a majority of the International Executive Committee members, on two days' notice to each committee member, either personally or by mail (including facsimile transmittal or via the Internet), setting forth the time, place, and purpose of the meeting.  
Section 8.  Meetings by Telephone or Internet.
Unless otherwise restricted by the Articles, members of the International Executive Committee may participate in a meeting of the International Executive Committee by means of conference telephone, Internet communication, or similar communications equipment by means of which all persons participating in the meeting by use of such equipment shall constitute presence in person at such meeting. Written notice of telephone meetings is not required. All decisions of the International Executive Committee made in telephonic meetings shall be confirmed in writing by the participating directors.
Section 9.  Action Without a Meeting.
Any action which could be taken at a meeting of the International Executive Committee may be taken without a meeting if a written consent setting forth the action so taken is signed by each of the members of the Committee. Such written consents may be signed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document. Any such written consent shall be inserted in the minute book as if it were the minutes of an International Executive Committee meeting.

ARTICLE  VIII
OFFICERS
Section 1.  Designations.
The officers of the Association shall be elected by the International Council and shall be a Chair of the International Council, one or more Vice Chairs of the International Council, a Secretary General, a Secretary of the Association,  and a Treasurer of the Association. The officers of the Association shall serve at the pleasure of the International Council. The International Council may also choose other officers as they shall deem necessary, who shall have such authority and perform such duties as shall from time to time be prescribed by the International Council. The International Council may, from time to time, specify qualifications for officers of the Association. Any number of offices may be held by the same person, unless applicable law, the Articles or these Bylaws otherwise provide, except that the same person may not be Chair of the International Council and Secretary of the Association.
Section 2.  Chair of the International Council.  
The Chair of the International Council presides over the International Council and International Executive Committee. The Chair shall perform all duties incident to the office of Chair of the International Council and such other duties as the International Council may from time to time determine or as may be prescribed by these Bylaws. 

Section 3.  Vice Chair of the International Council.  
The Vice Chair or Vice Chairs shall have such authority and perform such duties as shall be prescribed by the International Council. In the absence or disability of the Chair, a designated Vice Chair shall perform all the duties of the Chair, and in so acting shall have all the powers of the Chair. 

Section 4.  Secretary General.
The Secretary General exercises general supervision over the affairs of the Association as chief executive officer under the International Council, and represents the Association at official gatherings. The Secretary General shall see that all orders and resolutions of the International Council are carried out. In general, the Secretary General shall perform all duties incident to the office of Secretary General and such other duties as may from time to time be assigned to him by the International Council. The Secretary General is to be elected by the International Council for a term designated by the International Council, and can be reappointed at the discretion of the Council.
Section 5.  The Secretary of the Association.
The Secretary shall attend meetings of the International Council and the International Executive Committee and record all the proceedings of the meetings in a book to be kept for that purpose and shall perform like duties for the standing committees when required. If the Secretary is unable to attend for any reason, the Secretary General may designate a replacement. If not an elected member of the International Council, the Secretary of the Association shall attend as a non-voting member. The Secretary shall be responsible for a register of the mailing address of each member of the International Council, which shall be furnished to the Secretary by such member, and will give, or cause to be given, notice of all special meetings of the International Council, and shall perform such other duties as may be prescribed by the International Council or Secretary General, under whose supervision he or she shall be. The Secretary shall have custody of the corporate seal of the Association and he or she shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his or her signature. The International Council may give general authority to any other officer to affix the seal of the Association and to attest the affixing by his or her signature.
Section 6.  The Treasurer of the Association.
The Treasurer shall have the custody of the Association funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association and shall deposit all moneys and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the International Council or International Executive Committee. The Treasurer shall disburse the funds on behalf of the Association and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be ordered by the International Council, taking proper vouchers for such disbursements. The Treasurer shall render to the Secretary General and to the International Council, at its regular meetings or when the International Council so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Association. In not an elected member of the International Council, the Treasurer of the Association shall attend the International Council as a non-voting member, and attend the International Executive Committee if requested by the Chair of the International Council.
Section 7.  Election, Term, Removal.
By majority vote, the members of the International Council, at its first organizational meeting and at annual meetings, shall choose a Chair of the International Council and a Vice Chair or Vice Chairs, as well as the other Association officers as needed. The International Council may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the International Council. Any officer elected or appointed by the International Council may be removed at any time by the affirmative vote of a majority if the International Council, with or without cause, whenever in their judgment the best interests of the Association would be served thereby. Such removal shall be conclusive on the officer or employee so removed, but without prejudice to the contract rights, if any, of the officer so removed. Any vacancy occurring in any office of the Association because of death, resignation, removal, disqualification or otherwise shall be filled by the International Council, and can be provisionally filled by the International Executive Committee until such time as the International Council meets.
Section 8.  Budget.
The Secretary General shall propose an annual budget, including proposed compensation of all employees, and is subject to approval of the International Council. Any payments made to an officer of the Association as compensation, salary, commission, bonus, interest, or rent, or in reimbursement of entertainment or travel expense incurred by said officer, shall be, to the greatest extent practical, a deductible expense of the Association for U.S. Federal income tax purposes. 
Section 9.  Use of Officer Titles.
In order to protect their distinctiveness and stature, the following titles, when used to designate any officer of the Association, may be used only as designated with the approval of the International Council, and may not be used by any subunit of the Association: Chair of the International Council, Secretary General, Secretary of the Association, and Treasurer of the Association.

ARTICLE  IX
INTERNATIONAL AND NATIONAL ORGANIZATION
Section 1.  National Chapters.
Members of the Association residing in the same country may establish a national chapter of WANGO with the approval of the International Council. In order to be recognized as such, a national chapter shall (a) prior to its recognition have demonstrated its ability to organize and maintain basic WANGO activities, (b) meet the minimum number of WANGO members in the nation interested in forming the chapter, as set by resolution of the International Council; (c) submit its organizing documents (Bylaws and Articles of Incorporation or Constitution or Statute) to the International Executive Committee for provisional approval; and (d) be registered as such with the International Secretariat on the decision of the International Council. The International Council may establish additional requirements. National chapters may receive provisional approval from the International Executive Committee until such time as the International Council meets. No chapter shall be approved unless an application has been filed with the Secretary General, signed by a specified minimum number of signatures of WANGO members in the nation, as set by resolution of the International Council. Membership in national chapters is restricted to organizations and individuals who hold membership in the international body.

Section 2.  Sub-regional Chapters.
Members of the Association residing in the same region, involving several countries in close proximity, may establish a sub-regional chapter of WANGO with the approval of the International Council. In order to be recognized as such, a sub-regional chapter shall (a) prior to its recognition have demonstrated its ability to organize and maintain basic WANGO activities, (b) meet the requirements for the specified minimum number of WANGO members in the region and/or affiliated nations, as set by resolution of the International Council; (c) submit its organizing documents (Bylaws and Articles of Incorporation or Constitution or Statute) to the International Executive Committee for provisional approval; and (d) be registered as such with the International Secretariat on the decision of the International Council. The International Council may establish additional requirements. Sub-regional sections may be approved provisionally by the International Executive Committee until such time as the International Council meets. No chapter shall be approved unless an application has been filed with the Secretary General, signed by a specified minimum number of signatures of WANGO members in the region, as set by resolution of the International Council. Membership in sub-regional chapters is restricted to organizations and individuals who hold membership in the international body.

Section 3.  Regional Organization.  
The Association may establish regional organizations to serve as coordinating bodies for activities in affiliated nations and sub-regional chapters. Such regional organizations are under the direct supervision of the Secretary General, under the authorization given by the International Council, and are to be major organizational units such as Africa, Europe, Oceania, Caribbean, and so forth.
Section 4.  Purpose and Powers of National and Sub-regional Chapters.  
The national and sub-regional chapters offer unique contributions to the Association, through coordinating activities in their territory, giving the Association a local presence, and providing counsel and recommendations to the International Secretariat. National and sub-regional chapters are authorized to undertake such activities as are consistent with the purposes of the Association. Whereas chapters share common goals and may conduct programs in cooperation with each other and the international association, nevertheless they are legally and financially separate and distinct from WANGO and other WANGO chapters. The activities and actions of a Chapter are not the legal or financial responsibility of the Association. The names “World Association of Non-Governmental Organizations,” “World Association of NGOs,” and “WANGO” and related designs, including the WANGO logo, are the exclusive property of the Association, and a Chapter’s use of such names and designs is pursuant to a licensed agreement between the Chapter and the Association.
Section 5: Limitations on Activities.
The actions of each Chapter must be consistent with the not-for-profit status of the Association. (a) Chapters may not be operated for the primary purpose of carrying on a trade or business unrelated to the mission and purposes of the Association. (b) Chapters may not participate or intervene in any political campaigns to support or oppose any candidate(s) for public office, by publishing or distributing statements, or otherwise. (c) Chapters may not engage in any activities that are unlawful under the laws of the nation in which they are organized. (d) Chapters cannot commit the Association to any financial obligation, or to any other obligation whatsoever, unless such commitment is authorized in advance in writing by the International Council, or the International Executive Committee acting between meetings of the International Council. (e) Chapters may not speak for or act in the name of the Association without the prior written approval of the International Council, or the International Executive Committee acting between meetings of the International Council.
Section 6. Purpose and Powers of Regional Organizations.  
The regional organizations are to serve as coordinating bodies for the international organization, rather than separate entities with their own boards of directors. All programs and events carried out by these subsidiary bodies are to be approved by the Secretary General. 
Section 7.  Governance of National and Sub-regional Chapters.  
As soon as the formation of a national or sub-regional chapter has been approved by the International Council, the Secretary of the Association shall send a notice to all members of the Association who reside in the designated territory announcing the action of the International Council and setting the schedule for election of the first executive committee of the chapter and for adoption of bylaws. The notice shall name three of the members who signed the application as temporary officers. The election of an executive committee to manage the affairs of the chapter and the adoption of bylaws shall be carried out through democratic procedures established by the International Council. The bylaws of a chapter shall not contain anything that is at variance with the expressed purposes of the Association or with these Bylaws and shall be approved as specified by the International Council before becoming effective. A chapter may not change its name, its boundaries, or its bylaws without approval as specified by the International Council.  
Section 8.  Governance of Regional Organizations.  
Officers of the regional organizations are to be appointed by the Secretary General, and are subject to approval of the International Council or International Executive Committee.  
Section 9.  Regional and National Representatives.
The International Council may authorize the establishment of national representatives and regional representatives. Such national representatives may be designated for any nation where WANGO is active but for which a national chapter is not established. National Representatives would serve as a coordinating agent for the Association in those nations. Likewise, there may be several regional representatives of the Association, one for each regional organization established by the International Council.
Section 10.  Membership of National and Sub-regional Chapters.  
Any member of the Association who resides within the territorial limits of a chapter shall be considered to be a member of that chapter and shall be entitled to its privileges. A member may hold membership in both a national chapter and a sub-regional chapter. 
Section 11.  Dues.  
No dues shall be assessed or collected by a chapter; however, consistent with the policies of the International Council, chapters may conduct fundraising and other activities that require members, as well as others, to pay a fee in order to participate. Each chapter is entitled to receive from the Association a portion of the dues collected from the membership, such amount to be set by the International Executive Committee or another designated committee, and fixed in the budget, which is to be approved by the International Council. Nothing in this section shall prevent the International Executive Committee from allotting additional funds to chapters for specific purposes.
Section 12.  Suspension or Annulment of a National or Sub-regional Chapter.  
The International Council may, by affirmative vote of at least three-fifths (3/5) majority of the full Council, suspend or annul a chapter if, in the judgment of the International Council, such action is in the best interest of the Association. Such action shall not affect the standing of the individual members of the Association.

ARTICLE  X
COMMITTEES
Section 1.  Committees, Membership, Powers.
The International Council may, by resolution passed by a majority of the Council members present at a meeting, designate one or more standing or temporary committees, each committee to consist of two or more of the members of the Council. Official representatives of Regular and Senior Organization Members, and WANGO Fellows (individual members), are also eligible to serve on a committee. Any such committee, to the extent provided in the resolution of the International Council, shall have and may exercise all the powers and authority of the International Council in the management of the business and affairs of the Association, and may authorize the seal of the Association to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Articles; adopting an agreement of merger or consolidation; approving the sale, lease or exchange of all or substantially all of the Association's property and assets; approving a dissolution of the Association or a revocation of a dissolution; amending the Bylaws of the Association; amending, altering, or repealing any resolution of the International Council, increasing or decreasing the membership of the International Council, or electing, appointing, or removing any member of any other committee, or any officer of the Association, or any member of the International Council. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the International Council.
Section 2.  Committees, Minutes.
Each committee shall appoint a secretary of each meeting and keep regular minutes of its meetings and report the same to the International Council.
Section 3.  Term.
Each member of a committee shall continue as such until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 4.  Chair.
The International Council shall appoint one member of each committee as its Chair.

Section 5.  Quorum.
Unless otherwise provided in the resolution of the International Council designating a committee, a majority of the whole committee shall constitute a quorum and the act of the majority of the members present at which a quorum is present shall be the act of a committee.
Section 6.  Rules.
Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules promulgated by the International Council.
Section 7.  Advisory Panel.
The International Council, by resolution or resolutions adopted from time to time, may designate an advisory panel, made up of prominent and knowledgeable individuals qualified to assist the International Council, to advise the International Council with respect to policies and programs.

ARTICLE  XI
COUNCILS
Section 1.  Formation and Function of Councils.
The International Council may, by resolution passed by a majority of the Council members present at a meeting, establish standing member committees (councils) whose purpose is to provide forums for members with common interests and for advising the International Council on programs of action.  
Section 2.  Membership of Councils.
Upon establishment of a council, the International Council shall establish any rules and guidelines regarding qualification for membership in the council. Recommendations for such membership rules and guidelines is to be sought from those Association members active in advocating establishment of such a council. Current members of the International Council may be members of such established councils, but may not serve in an elected leadership position in the councils.  
Section 3.  Governance of Councils.
The chief officers of a council established according to this Article will be a President and Vice President, who are to be elected by the membership of the council. The International Council shall establish any rules and guidelines for the council’s governance which are not part of these Bylaws and which the International Council deems necessary or appropriate. Each council may subsequently adopt rules for its own government not inconsistent with these Bylaws or with rules promulgated by the International Council.
Section 4.  Manner of Acting.
Councils established according to this Article are not themselves to adopt policies or practices for the Association, but rather may draft recommendations or provide advice. A majority of the number of members composing any council shall constitute a quorum, and the act of a majority of the members of a council present at a meeting at which a quorum is present shall be the act of the council. Councils shall keep public records of their operations, to be kept with the Association records.

ARTICLE  XII
AFFILIATIONS
Section 1.  International Executive Committee Authority.
The Secretary General has the authority to propose contracts of affiliation between the Association and public or private organizations. These contracts, upon ratification by a 2/3 majority of the members of the International Executive Committee, shall become binding upon the Association according to the terms contained therein. No group affiliates of WANGO shall have authority in the policy or administration of the Association. These contracts can be terminated at any time by a majority vote of International Council.

ARTICLE  XIII
GENERAL  PROVISIONS
Section 1.  Contracts
The International Council may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
Section 2.  Checks.
All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by the Treasurer of the Association or any such other officer or officers, or agent or agents, of the Association and in such manner as shall from time to time be determined by resolution of the International Council.
Section 3.  Fiscal Year.
The fiscal year of the Association shall be fixed by resolution of the International Council.
Section 4.  Indemnification.
The Association shall indemnify its officers and International Council members to the full extent permitted by law. Further, the Association may, upon approval by the International Council, indemnify members, employees or other agents of the Association to the full extent permitted by law.

ARTICLE  XIV
AMENDMENTS
Section 1.  Amendments.
These Bylaws may be altered, added to, amended, or repealed or new Bylaws may be adopted, provided that (i) such alteration, addition, or amendment shall be initiated by the International Council and approved by a vote of two-thirds of the total membership of the International Council; (ii) notice of any such proposed alteration, amendment, repeal, or adoption of new Bylaws be provided to the members of the International Council at least ten days prior to the meeting of the International Council at which such changes will be introduced; and (iii) that such alteration, addition, or amendment shall receive a majority vote of the voting members of the Association present and voting at a General Assembly or by a majority of those responses received from voting members of the Association surveyed by electronic or paper ballot.
Section 2.  Meaning of Bylaws.
All powers not clearly stipulated are under the authority of the International Council. On all questions as the construction or meaning of these Bylaws and the rules of the Association, the decision of the International Council shall be final.