BY-LAWS

OF

AQUIN DEVELOPMENT FOUNDATION, INC.

ARTICLE ONE: ORGANIZATION

1. The name of this organization shall be Aquin Development Foundation, Inc.

2. The organization shall have a seal which shall be in circular form.

3. The organization may at its pleasure by a vote of the membership body change its name.

ARTICLE TWO: PURPOSE

The following are the purposes for which this organization has been organized:

1. To promote a spirit of brotherhood, interaction, and collaboration among all Aquinois living in the United States and its territories, or any foreign country;
2. To promote and to encourage participation in the development of the City of Aquin, Haiti (“Aquin”); and
3. To raise funds and invest in the creation of Aquin’s infrastructure and the development of cultural and educational institutions.

ARTICLE THREE: MEMBERSHIP

Membership in this organization shall be open to all who share the basic values of this organization and will work in the furtherance of its purposes. Members have the right and responsibility of overseeing the board members, officers, and committees and ensuring that they operate in accordance with the goals and principles of the organization. All board members, officers, and committees are ultimately responsible to the membership, and should act in accordance with its wishes.

Contributing and non-contributing memberships are available within this organization. Members agree to support the principles and help further the goals of this organization. Members may be individuals or organizations.

Contributing Members:
Contributing memberships are open to persons and organizations that have made pecuniary contributions to the furtherance of the organization’s goals. The board shall establish reasonable accounting procedures that will permit to identify such persons or organizations.
Board members, by virtue of their office, are automatically granted the status of contributing members.
Non-contributing Members:

Persons and organizations that are not contributing members shall be deemed to be non-contributing members.

ARICLE FOUR: MEETING

The annual board meeting of this organization shall be held on the first day of July, each and every year except if such day is a legal holiday, then and in that event, the Board of Directors shall fix the day, but it shall not be more than two (2) weeks from the date fixed by these by-laws. The Secretary shall cause to be mailed, electronically or otherwise, to every board member in good standing at his or her address as it appears in the membership roll book of this organization a notice stating the time and place of such annual meeting.

Regular meetings of the Board of Directors may be held quarterly on the second Saturday of the first month of every quarter consisting of a three month period, the month of January being the first month of the first quarter of the calendar year. The Secretary shall cause notice to be given to every board member in good standing as if it were an annual board meeting.

The presence of not less than seven (7) members of the board shall constitute a quorum and shall be necessary to conduct the business of this organization, but a lesser number may adjourn the meeting for a period of not more than two (2) weeks from the date scheduled by these by-laws and the Secretary shall cause a notice of this scheduled meeting to be sent to those members who were not present at the meeting originally called. A quorum as hereinbefore set forth shall be required at any adjourned meeting.

Special meetings of the board of this organization may be called by the President when he deems it in the best interest of the organization or by two members of the board. Notices of such meeting shall be mailed to all members at their addresses as they appear in the membership roll book at least seven (7) days but not more than fifteen (15) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called and the business to be conducted.

At the request of one-third (1/3) of the members of the organization the President shall cause a special meeting to be called but such request must be made in writing at least fifteen (15) days before the requested scheduled date. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

ARTICLE FIVE: VOTING

Each member shall have exactly one vote. Ballots concerning election or removal of officers shall be secret ballots.

Resolutions:

Resolutions are voted on by the board of directors. Resolutions may be put before the Board for consideration. If the Board decides not to consider an issue, the membership may vote on the resolution. The membership may also override a vote of the Board by a two-thirds (2/3) majority vote.

ARTICLE SIX: ORDER OF BUSINESS

1. Roll call.
2. Reading of the minutes of the preceding meeting.
3. Vote to affirm the minutes of the preceding meeting.
4. Reports of committees.
5. Reports of officers.
6. Old and unfinished business.
7. New business.
8. Adjournment.

ARTICLE SEVEN: BOARD OF DIRECTORS

The business of this organization shall be managed by a Board of Directors consisting of eleven (11) members, five (5) of whom shall be the officers of this organization. The initial Board of Directors shall be elected by the contributing members of this organization at a special meeting to be convened by the President on October 22, 2005. Thereafter, and every biennial period, members of successive boards shall be elected by the current board by a simple majority vote.

The directors to be chosen for the ensuing term shall be chosen at the annual meeting of this organization in the same manner and style as the officers of this organization and they shall serve for a term of two years.

The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such meeting.

Seven (7) members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly on the first of July of each year.

Each director shall have one vote, and such voting may not be done by proxy.

The Board of Directors may make such rules and regulations covering its meeting as it may in its discretion determine necessary.

Vacancies in the Board of Directors shall be filled by a majority vote of the remaining members of the Board of Directors for the balance of the year.

The President of the organization by virtue of the office shall be Chairperson of the Board of Directors. The Board of Directors shall select from one of its members a Secretary.

A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules as it may in its discretion consider necessary for the best interests of the organization, for this hearing.

ARTICLE EIGHT – OFFICERS

The officers of this organization shall hold the positions of President, Vice President, Recording Secretary, Corresponding Secretary, and Treasurer. They shall serve a term of two years, and shall remain in office until their successors are sworn in. The names and positions of the current officers are found in Appendix A of these by-laws.

The President shall preside at all members meetings, by virtue of the office be Chairperson of the Board of Directors, present at each annual meeting of the organization an annual report of the work of the organization, appoint all committees, temporary or permanent, see that all books, reports and certificates as required by law are properly kept or filed, be one of the officers who may sign the checks or drafts of the organization, and have such powers as may be reasonably construed as belonging to the chief executive of any organization.

The Vice-President shall in the event of the absence or inability of the President to exercise his or her office become acting President of the organization with all the rights, privileges and powers as if he or she had been the duly elected President.

The Recording Secretary shall keep the minutes and records of the organization in appropriate books, file any certificate required by any statute, federal or state, be the official custodian of the records and seal of the organization, and exercise all duties incident to the office of Recording Secretary.

The Corresponding Secretary shall serve all notices to members of the organization, be one of the officers required to sign the checks and drafts of the organization, present to the membership at any meetings any communication addressed to the Secretary of the organization, submit to the Board of Directors any communications which shall be addressed to the Secretary of the organization, attend to all correspondence of the organization and exercise all duties incident to the office of Corresponding Secretary.

The Treasurer shall have the care and custody of all monies belonging to the organization, be solely responsible for such monies or securities of the organization and one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it.

The Treasurer shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting and shall exercise all duties incident to the office of Treasurer.

Officers must be contributing members and shall by virtue of their office be members of the Board of Directors.

No officer or director shall for reason of the office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director from receiving any compensation from the organization for duties other than as a director or officer.

ARTICLE NINE: SALARIES

The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary for the conduct of the business of the organization.

ARTICLE TEN: COMMITTEES

All committees of this organization shall be appointed by the Board of Directors and their term of office shall be for a period of one year or less if sooner terminated by the action of the Board of Directors.

ARTICLE ELEVEN: DUES

There shall be an annual due imposed on each contributing member of at least $180.00 payable in convenient installments, but at least quarter-annually. The Board of Directors reserves the right to make periodic adjustments to the due amount whenever it deems necessary.

ARTICLE TWELVE: AMENDMENTS

These by-laws may be altered, amended, repealed or added to by an affirmative vote of not less than two-thirds of the members.

Appendices containing organizational information shall not require a vote of the membership for modification. They may be modified by a majority vote of the Board of Directors, unless otherwise stated therein.