I. NAME AND LOCATION.
The name of the corporation is Haiti Guardian Angels (HaGA). Hereinafter referred to as HAGA. The principal office of the Association shall be located initially at 1065 Van Buren Street Uniondale, New York 11553. Meetings of members and of the Board of Directors may be held at such places within the state of New York as may be designated by the Board of Directors. In future times, the principal office of HAGA shall be at such a place as may be designated by the Board and communicated to the membership at a conference or through a newsletter. Back To Top
II. MEMBERSHIP.
Membership shall be enjoyed by all persons who support the purposes of HAGA and who have paid dues. The Members of the Board of Directors shall determine the amount of dues to be paid and the method of payment. Payment of dues shall be acknowledged by a representative of the Board by conveyance to the payer of a membership certificate or a renewal thereof.
It shall be within the discretion of the Board to grant membership without full payment of dues to persons who certify that they cannot afford to pay regular dues. Payment of dues establishes a membership in HAGA Membership adheres to a person or family in whose name the dues are paid. Each membership shall be entitled to a single vote in any matter to be voted on by HAGA. A "Member" of HAGA is a person in whose name a membership is recorded or the spouse of such a person.
The membership year shall be from October 1 to September 30. Back To Top
III. ASSOCIATION MEETINGS AND ELECTIONS. Section 1. Annual Meetings.
An annual meeting of HAGA shall be held at a place and time to be determined by the Board prior to the end of the fiscal year.
Section 2. Special Meetings.
Special meetings may be called at any time by the Executive Chairman or by a majority of the Board, after not less than ten days' notice to each Director, provided, that the notice requirement may be set aside by unanimous consent.
Section 3. Notice of Meetings.
The date, hour, location and major purpose of defined meetings of HAGA shall be announced in writing (in newsletter or other written notice, or through electronic medium) to Members. For Annual and Regular Board Meetings, the notice shall be given with 30 or more days notice. For Special Meetings the notice shall be given when the meeting is called. Nothing in this section restricts Board action under Article IV, Section 8: Board Action Without Meeting.
Section 4. Elections.
The voting rights adhering to a membership may be exercised by a person in whose name the membership is recorded or the spouse of such a person. In the event of a contested right to vote, the presiding officer of the meeting shall rule.
Any current member may nominate any member, including himself, for a position of state chairman or director; provided that any nominee for a position of Director must reside in the district represented by that position. A nominee must give assurance of his willingness to serve, if elected, and must be nominated in writing to the secretary 70 days before the annual meeting. Nominations may be submitted by any member of the organization. The secretary or designee must provide all non-incumbent nominees with a Nominee Questionnaire which must be completed and returned to the secretary or designee along with 2 written recommendations within 15 business days. A Nomination Committee consisting of the Secretary of the Board and at least 2 other board members not up for reelection will review the questionnaires and recommendations to verify each nominee's qualifications as provided by these Bylaws. The secretary must compile the verified list of nominees and include them in a ballot along with a brief description, to be published in the newsletter that will be mailed to all members at least 30 days before the annual meeting. Members may vote by mail or in person during the annual meeting. Ballots may only be made on a form provided by the Association, and must be dated and signed by the member.
No person may serve as State Chairman unless he is a current director or Chairman at the time of nomination who has served at least two consecutive years as a director by the time of election and is the parent or guardian of at least one child who (a) is 5 to 18 years of age, (b) has lived in the State Chairman's home continuously for at least 12 months prior to the election, (c) has been educated in the home by the State Chairman and/or spouse thereof for one year preceding the election and at all times during the person's term of office as State Chairman. In the event no Director with two consecutive years experience is willing to serve as Chairman, any current Director may run regardless of years as a Director.
Unless qualified by paragraph B below, no person may serve as Director unless he or she is the parent or guardian of at least one child who (a) is 5 to 18 years of age, (b) is currently being taught in a home-education program, (c) has lived in the Director's home continuously for at least 12 months prior to the election, and (d) has been educated in the home by the Director and/or spouse thereof for 3 years preceding the election and at all times during the person's term of office as Director. Additionally, Directors should have prior leadership experience in a local home school association or comparable experience in business, civic or church associations.
Former directors having a least 5 years previous experience on the Board, may be nominated for election, or be appointed by three-fourths vote of the Board to the position of Director.
To be elected, a candidate for State Chairman or Director must be an established member of the HAGA. Back To Top
IV. BOARD OF DIRECTORS Section 1. Composition.
The affairs of the Association shall be governed by a Board of Directors, consisting of an Executive Chairman one Executive Vice-Chairman, three Executive Directors, three Judiciary Directors, three Legislative Directors The Executive Chairman shall be, ex officio, a Director, with full voting privileges. All Directors shall enjoy equal voting rights. The Board shall elect nine Directors in that same manner for each new branch of HAGA
The Board shall elect a Vice-Chairman from among the Directors and shall select Members of HAGA as Treasurer and as Secretary. As determined by the Board, other offices may be created.
Section 2. Methods of Selection and Terms.
Elections shall occur at the annual meeting through procedures devised by the Board of Directors and the Bylaws. At the annual meetings, the mailed-in votes will be counted by the secretary and reported along with the votes cast during the meeting, using the same previously provided form sent out with the newsletter. All members may vote in all elections, except for the District Director elections. Only the members within that district would be eligible to vote for their District Director.
Election shall be by majority of all votes cast, with run-off elections between the two leading candidates, when necessary.
Commencing with the annual meeting in 2006 and during each consecutive years thereafter, the Executive Chairman shall be elected to a Four-year term during annual elections.
Directors shall be elected as representatives of geographical districts, to ensure geographical diversity in the policy- making body of HAGA. The state shall be divided into districts, in a plan adopted by the Membership or the Board. One resident of each district shall be elected as a Director. Only residents of a given district may be elected or, in the case of a vacancy, appointed to the directorship which represents that district.
Directors shall be elected for even-numbered districts in even numbered years and for odd-numbered districts in odd-numbered years. The term of all offices will commence immediately following the annual meeting at which the election was conducted.
Section 3. Removal.
A Director or Officer may be removed from the Board or from office for cause as determined by a majority vote of the Board of Directors. Once cause has been established, removal shall be by two-thirds vote of the Board. The absence of a Director or Officer from two consecutive meetings of the Board shall be considered sufficient cause for removal.
A person who has resigned or been removed as Executive Chairman or Vice-chairman shall not retain membership on the Board and is disqualified from holding any office within HAGA at any future time, except if reinstated by 3/4 vote of the board.
Section 4. Filling of Vacancies.
When the Office of Executive Chairman becomes vacant, the Board of Directors shall appoint someone to fill the office until the next annual meeting, by a two-thirds vote. When a position of Director becomes vacant, the Board shall select, utilizing a procedure similar to that of the nomination of candidates for office, by a two-thirds vote someone to fill the office until the next annual meeting, when the remainder of the term, if any, shall be filled by election. Any Board member or the Executive Chairman may recommend persons to fill vacant positions.
Section 5. Compensation.
No Director or Officer shall receive compensation for any service he or she may render to HAGA members, except compensation paid to by the Executive Chairman, as determined by the Board of Directors, up to an annual maximum to be approved by the general membership at the annual meeting., Any Director or Officer may be reimbursed for his actual expenses incurred in the performance of his duties, under rules established by the Membership or the Board.
Section 6. Meetings.
Regular meetings of the Board of Directors shall be held at least twice yearly, at such a place and hour as may be fixed by the Board or the Executive Chairman. Notice of regular Board meetings shall be given consistent with the Bylaws. Regular board meetings are open to all members of HAGA. During regular board meetings, the presiding officer, may determine if the floor will be open to discussion.
Section 7. Quorum.
A majority of the number of Directors shall constitute a quorum for the transaction of business. A Director may give his proxy to another HAGA member from his district.
Section 8. Board Action Without Meeting.
The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting, by obtaining the approval of a majority-plus-one of the Directors. Any action so approved shall have the same effect as though taken at a meeting.
Section 9. Powers.
The Board of Directors shall have the power to do the following:
exercise for HAGA all powers, duties, and authority vested in this association by the Laws of the State of New York and not reserved thereby to the general membership;
Delegate authority to the Executive Chairman and/or other Officers to act on behalf of HAGA and/or the Board.
Section 10. Duties.
It shall be the duty of the Board of Directors to do the following:
cause to be kept a complete record of all its acts and associate affairs and to present a statement thereof to the members at the annual meeting or at any special meeting when such statement is requested in writing by 50 members of the HAGA;
supervise all Officers and agents of this Association and see to it that their duties are properly performed;
organize an annual meeting;
at the annual meeting, conduct an election of Directors or, and Executive Chairman for the following year;
hold at least two regular board meetings annually;
Promote membership in HAGA, collect dues, and maintain records of membership. Back To Top
V. DUTIES OF THE OFFICERS Section 1. State Chairman.
The Executive Chairman shall preside at all meetings of HAGA and of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall represent HAGA and/or the Board, as instructed by the Board; shall perform all responsibilities delegated to him by the Board; shall render an annual report at the annual meeting; and shall see to it that an annual audit is performed by a CPA or an audit committee, unless this requirement is waived by the Board, and shall report on the audit to the Board. He also shall serve notice of all meetings of HAGA and of the Board and shall maintain membership records; provided that he may delegate these responsibilities to others.
Section 2. Vice-chairman.
The vice-Chairman shall act in the place and stead of the Executive Chairman in the event of his absence, inability, or refusal to act, and shall exercise and discharge such duties as may be required of him by the Board.
Section 3. Secretary.
The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; shall keep the corporate seal of HAGA and affix it on all papers requiring said seal; and shall perform such other duties as required by the Board.
Section 4. Treasurer.
The Treasurer, or designee, shall receive and deposit, within ten banking days, in bank accounts of the Association, all monies of HAGA and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of HAGA; keep proper books of account; shall make available all financial records and shall present an itemized fiscal report at each regular meeting of the Board of Directors; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at the regular annual meeting, with printed copies available for distribution. Back To Top
VI. POWERS OF THE ASSOCIATION
This Association shall exercise only those powers permitted Corporations Not for Profit under the New York Statutes as are in furtherance of the purpose or purposes of the Association. Back To Top
VII. DISTRIBUTION OF ASSETS UPON DISSOLUTION
Upon dissolution of this Association, all of its assets remaining after paying or making provision for payment of all of the liabilities of HAGA shall be distributed exclusively for the purpose or purposes of HAGA, in such a manner, or to organization or organizations organized and operated exclusively for any one or more exempt purposes and as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (4) of the Internal Revenue Code of 1954 and as from time to time amended (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Back To Top
VIII. LIMITATIONS
No part of the net earnings of HAGA shall inure to the benefit of, or be distributable to, its members, directors or other private persons, except HAGA shall be authorized and empowered to make reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose or purposes of HAGA.
Notwithstanding any other provisions of these Bylaws, the Association shall not carry on any other activities not permitted to be carried on by (a) a corporation exempt from Federal Income Tax under sections 501 (c) (4) of (b) by a corporation, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Laws). Back To Top
IX. MISCELLANEOUS Section 1. Check Signing.
All checks shall require the signature of the Treasurer and the Executive Chairman; provided that the Board may provide for alternate arrangements.
Section 2. Amendments.
These Bylaws may be amended by a two-thirds vote of all votes cast by mailed-in ballots that will be mailed to all members of HAGA as well as at a properly called meeting of HAGA, or only through mailed-in ballots if requested by the Board. Any amendment must first be passed by a two-thirds vote of the Board of Directors and then a description and arguments giving various viewpoints, along with the mailed-in ballot, published in the newsletter or mailed out separately.
Section 3. Superiority of Articles.
In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control.
Section 4. Superiority of Membership Action.
The Membership, acting by resolution or amendment of the bylaws or Articles, may overrule any decision, policy, or action of the Board.
Section 5. Fiscal year.
The fiscal year of HAGA shall begin on the first day of August and end on the last day of July of each year.
Section 6. Home Education Health Program.
For the purposes of the Bylaws, a home education program and home tutoring program are used interchangeably. A home educational program for adult and children of all ages to learn to read and write and tutoring for students from kindergarten to graduate school, provides by professor and teachers in any giving field, to provide assistance to terminally ill patients and home vaccine to the elderly and handicap person.
Section 7. Indemnity.
The HAGA shall indemnify and hold harmless its Board of Directors, and each member thereof, all councils and committees composed of Directors of HAGA, and each member thereof, and all other elected, appointed, employed or volunteer representatives of HAGA, from any and all claims, liability, judgments, costs, attorney's fees, charges and expenses whatsoever arising from the acts and omissions of same, except to the extent that HAGA or its aforedescribed representatives cause such claims, liability, judgments, costs, attorney's fees, charges or expenses by their own intentional neglect or default. Further, HAGA understands and acknowledges that HAGA and its aforedescribed representatives have assumed such assignment, function, office or capacity upon the express understanding, agreement and condition that they be so indemnified and held harmless to the extent described in this article.
I, the undersigned, to herby certify that I am the duly chosen and acting Haiti Guardian Angel a not-for-profit corporation, and that the foregoing Bylaws constitute the Bylaws of the said Association as duly adopted at a meeting of the original Board of Directors held on the ………………………………………………………, and as amended at an annual meeting of New York State Haiti Guardian Angel. Back To Top
