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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.
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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
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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
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