About APAFP

Constitution & Bylaws

The association is governed by two documents under CNMI law: its Articles of Incorporation (the Non-Profit Charter of Incorporation) and its Bylaws.

The following is a faithful reformatting of the Bylaws for readability; the executed legal documents govern.

Governing document 1 of 2

Articles of Incorporation — in brief

The Non-Profit Charter of Incorporation of Asia-Pacific Association of Fertility Preservation Inc. was granted under 4 CMC § 4101 et seq. and § 4103(c) of the CNMI corporate laws, effective June 3, 2025. Its nine articles provide, in brief:

I: Names the corporation: Asia-Pacific Association of Fertility Preservation Inc.
II: Locates the principal office at the Third Floor, Bank of Guam Building, Garapan, Saipan, with mailing address P.O. Box 505577, Saipan, MP 96950.
III: States that the corporation is organized exclusively for charitable, religious, educational and scientific purposes, and sets out its four specific purposes: promoting research and clinical development in fertility preservation; fostering collaboration between Asia-Pacific centers offering fertility preservation; organizing symposia, including the Asia-Pacific Congress on Fertility Preservation; and doing all things incidental or conducive to those purposes.
IV: Fixes the duration of the corporation as perpetual.
V: Provides that the officers shall be a President, a Vice President, a Treasurer and a Secretary.
VI: Names the initial officers of the corporation.
VII: Names the initial Board of Directors, consisting of three directors.
VIII: Prohibits private benefit from the corporation's earnings, limits legislative activity, forbids participation in political campaigns, and confines the corporation to activities permitted to organizations exempt under § 501(c)(3) of the Northern Marianas Territorial Income Tax Code.
IX: Declares that the corporation is not organized for profit and issues no stock, and directs that on dissolution its assets be distributed for exempt purposes under that Code or to the CNMI Government for a public purpose.

The incorporation details are set out under Legal Status; the nonprofit constraints are explained in plain language under Mission & Objectives.

Governing document 2 of 2

Bylaws of Asia-Pacific Association of Fertility Preservation Inc.

A Commonwealth of the Northern Mariana Islands corporation.

Article I — Name

The name of the corporation shall be: Asia-Pacific Association of Fertility Preservation Inc.

Article II — Principal Office

The principal office of the corporation shall be located at Third Floor, Bank of Guam Building, Saipan, Commonwealth of the Northern Mariana Islands (CNMI).

Article III — Meetings of the Members

Section 1. Place of Meetings

All meetings of the members shall be held at the office of the corporation, CNMI, as may be designated for that purpose from time to time by the Board of Directors.

Section 2. Annual Membership Meetings

The annual meeting of the members shall be held each year at the following time and day: time of meeting, 11 a.m.; date of meeting, May 1. If this day shall be a legal holiday, then the meeting shall be held on the next succeeding business day, at the same hour. At the annual meeting, the members shall elect a Board of Directors, consider reports of the affairs of the corporation and transact such other business as may properly be brought before the meeting.

Section 3. Special Membership Meetings

Special meetings of the members for any purpose or purposes may be called at any time by the President, Vice President, Secretary, Treasurer or by the Board of Directors or by not less than one-fifth (1/5) of the members of the corporation.

Section 4. Conduct of Membership Meetings

The President, or in his or her absence, another officer or a director, shall preside over all membership meetings.

Section 5. Quorum

A quorum at any meeting of the members shall be 3 of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.

Section 6. Votes to Govern

At any meeting of members every question shall, unless otherwise provided by the articles or bylaws or by law, be determined by a majority of the votes cast on the question. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.

Section 7. Absentee Voting by Mail Ballot or Resolution

A member entitled to vote at a meeting of the members may vote by mailed-in ballot or by consenting to resolution by sending same to the Secretary of the corporation by electronic means, who shall gather the votes, to then be presented to the members, at its next meeting.

Article IV — Board of Directors

Section 1. Board of Directors

The Board of Directors shall consist of members who shall be elected at the annual membership meeting by the membership of the corporation. The term of office of each director shall be until the next annual meeting and the election and qualification of his or her successor.

Section 2. Meetings of the Board

The Board of Directors shall have quarterly meetings on the following dates: January 15, April 15, July 15, October 15.

The Board of Directors shall have such other meetings as are called by any members of the Board, provided, however, that notice be given at least 7 days in advance to the other members of the Board.

Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting.

Section 3. Quorum

A majority of the Board of Directors shall constitute a quorum to conduct any business properly before the Board.

Section 4. Board Decisions

The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

A director entitled to vote at a meeting of directors may vote by mailed-in ballot or by consenting to resolution by sending same to the Secretary of the corporation by electronic means, who shall gather the votes, to then be presented to the directors, at its next meeting.

Section 5. Vacancies

Any vacancy occurring in the Board of Directors shall be filled by the Board of Directors. A director appointed to fill a vacancy shall serve for the unexpired term of his predecessor in office.

Section 6. Compensation

Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses, if any, may be allowed for attendance at any regular or special meeting of the Board of Directors. Nothing herein shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

Section 7. Management

The Board of Directors shall be vested with the power and responsibility for the management of the corporation.

Article V — Officers

Section 1. Officers

The officers of the corporation shall be a President, a Vice President, a Treasurer and a Secretary and any such other officers as may be elected by the Board of Directors.

Section 2. Election and Term of Office

The officers of the corporation shall be elected by the Board of Directors and shall serve for one (1) year. Any officers may be removed by the Board when in its judgment the best interest of the corporation would be served thereby.

Section 3. Vacancies

A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4. Powers and Duties

President. The principal duties of the president shall be to preside at all meetings of the members and the Board of Directors and to have a general supervision of the affairs of the corporation.

Vice President. The principal duties of the vice president shall be to discharge the duties of the president in the absence or disability, for any cause whatsoever, of the president.

Secretary. The principal duties of the secretary shall be to countersign all deeds, leases, and conveyances executed by the corporation, affix the seal of the corporation thereto and to do such other papers as shall be required or directed to be sealed, and to keep a record of the proceedings of the board of directors, and to safely and systematically keep all books, records, papers, and documents belonging to the corporation, or in any way pertaining to the business thereof, except the books and records incidental to the duties of the treasurer.

Treasurer. The principal duties of the treasurer shall be to keep an account of all monies, credits and property of any kind and every nature of the corporation which shall come in his or her hands, and to keep an accurate account of all monies received and disbursed and of proper vouchers for monies disbursed, and to render such accounts, statements, and inventories of monies received and disbursed and of money and property on hand, and generally of all matters pertaining to his or her office, as shall be required by the board of directors.

The officers shall perform such additional or different duties as shall from time to time be imposed or required by the board of directors, or as may be prescribed from time to time by the bylaws.

Article VI — Committees

Section 1. Committees

The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the Board.

Section 2. Executive Committee

There shall be an Executive Committee composed of the officers of the corporation, as well as any other person so appointed by the board. The Executive Committee shall exercise such powers as are authorized by the board. Any Executive Committee member may be removed by a majority vote of the board. Executive Committee members shall receive no remuneration for serving as such, but are entitled to reasonable expenses incurred in the exercise of their duty.

Meetings of the Executive Committee shall be held at any time and place to be determined by the members of such committee provided that notice of at least ten (10) days shall be given to each member of the committee. In the event of an emergency, as determined by the president, the notice may be reduced to forty-eight (48) hours.

Notice may be given by technical means such as, but not limited to, facsimile or electronic mail. The Executive Committee shall meet at least once per year. No less than three members of such committee shall constitute a quorum. No error or omission in giving notice of any meeting of the Executive Committee or any adjourned meeting of the Executive Committee of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any member of such committee may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. The minutes of the Executive Committee shall not be available to the general membership of the corporation but shall be available to the board, each of whom shall receive a copy of such minutes.

Article VII — Finances and Administration

Section 1. Contracts

The Board of Directors may authorize any officers, or agent of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of the corporation and on its behalf.

Section 2. Checks, Drafts, and Orders

All checks, drafts, and orders for payment of money, notes, or other evidences of indebtedness issued in the care of the corporation, shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 3. Deposits

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, savings and loans, or other depositories as the Board may select.

Section 4. Gifts

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, devise, or grant for any purpose of the corporation.

Section 5. Federal Grants

Any funds which are received from Federal grants shall be controlled in accordance with the procedures established by the grantor agency.

Section 6. Seal

The Board of Directors may adopt a seal as the seal of the corporation. The Secretary of the corporation shall be the custodian of the corporate seal.

Section 7. Financial Year End

The financial year end of the corporation shall be determined by the board.

Article VIII — Books and Records

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committee(s).

Article IX — Membership

Section 1. Membership Conditions

Subject to the articles, there shall be one class of members in the corporation. Membership in the corporation shall be available only to individuals interested in furthering the corporation's purposes and who have applied for and been accepted into membership in the corporation by resolution of the Board of Directors or in such other manner as may be determined by the board. Each member shall be entitled to receive notice of, attend, participate, and vote at all meetings of the members of the corporation in accordance with the provisions of these bylaws.

A special resolution of the members is required to make any amendments to this section if those amendments will:

create a new class or group of members;
change a condition required for being a member;
change the designation of any class or group of members or add, change or remove any rights and conditions of any such class or group;
divide any class or group of members into two or more classes or groups and fix the rights and conditions of each class or group; or
add, change or remove a provision respecting the transfer of a membership.

Section 2. Notice of Meeting of Members

Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:

by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or
by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.

Section 3. Membership Dues

Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within one (1) calendar month of the membership renewal date, the members in default shall automatically cease to be members of the corporation.

Section 4. Termination of Membership

A membership in the corporation is terminated when:

the member dies, or, in the case of a member that is an entity, the entity is dissolved;
a member fails to maintain any qualifications for membership described above;
the member resigns by delivering a written resignation to the board of the corporation in which case such resignation shall be effective on the date specified in the resignation;
the member is expelled or is otherwise terminated in accordance with the articles or by-laws;
the member's term of membership expires; or
the corporation is liquidated or dissolved.

Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the corporation, automatically cease to exist.

Section 5. Discipline of Members

The board shall have authority to suspend or expel any member from the corporation for any one or more of the following grounds:

violating any provision of the articles, bylaws, or written policies of the corporation;
carrying out any conduct which may be detrimental to the corporation as determined by the board in its sole discretion;
for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the corporation.

In the event that the board determines that a member should be expelled or suspended from membership in the corporation, the president, or such other officer as may be designated by the board, shall provide twenty (20) days notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period.

In the event that no written submissions are received by the president, the president, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the corporation. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board's decision shall be final and binding on the member, without any further right of appeal.

Article X — Dispute Resolution

In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the corporation arising out of or related to the articles or bylaws, or out of any aspect of the operations of the corporation, is not resolved in private meetings between the parties, then such dispute or controversy shall be settled by a process of dispute resolution as follows:

The dispute or controversy shall first be submitted to mediation by a single mediator chosen by the parties jointly, or if the parties disagree over the choice of the single mediator, to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the Board) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator.

If the parties are not successful in resolving the dispute through mediation, then the dispute or controversy shall be submitted to final and binding arbitration in Saipan, CNMI, administered by the American Arbitration Association. All proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.

All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or controversy. All costs of the arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.

Article XI — Amendment of the Bylaws

A special resolution of the members is required to make any amendments to the bylaws if those amendments will:

change the corporation's name;
change the island where the corporation's registered office is situated;
add, change or remove any restriction on the activities that the corporation may carry on;
create a new class or group of members;
change a condition required for being a member;
change the designation of any class or group of members or add, change or remove any rights and conditions of any such class or group;
divide any class or group of members into two or more classes or groups and fix the rights and conditions of each class or group;
add, change or remove a provision respecting the transfer of a membership;
increase or decrease the number of the minimum or maximum number of the directors fixed by the articles;
change the statement of the purpose of the corporation;
change the statement concerning the distribution of property remaining on liquidation after the discharge of any liabilities of the corporation;
change the manner of giving notice to members entitled to vote at a meeting of members;
change the method of voting by members not in attendance at a meeting of members; or
add, change or remove any other provision that is permitted by law to be set out in the articles.

A plain-language summary of these Bylaws is available under Governance.