BYLAWS OF HERMANOS SIN FRONTERAS - BROTHERS WITHOUT BORDERS ARTICLE 1 - NAME AND GENERAL POLICY SECTION 1. NAMES AND ACRONYMS The official name of this corporation is HERMANOS SIN FRONTERAS - BROTHERS WITHOUT BORDERS, a non-profit corporation (the "Corporation"). The official name of the Corporation is composed by the Spanish title HERMANOS SIN FRONTERAS and its equivalent translation in English BROTHERS WITHOUT BORDERS after a hyphen. The full name of the Corporation must be used for official use in legal documents. The Members and Board of Directors (the "Board") can opt to use either the Spanish or English equivalent that best represents the Corporation based on the most acceptable language spoken in the places of operation or where events and meetings take place. The acronym for this Corporation shall be HESINFRO. Herein in this document it will be HESINFRO. SECTION 2. NON-DISCRIMINATORY POLICY HESINFRO shall not discriminate on the basis of race, color, marital status, sex, religion, age, or disability, ethnic group, country of origin in any of its activities or programs. It is also unlawful to retaliate against any person who opposes discrimination. HESINFRO shall maintain a workplace free from harassment and other unlawful employment practices, and eliminate all vestiges of prejudicial actions and perceptions of such action in the work environment. This policy is applicable to the relations among Board Directors, volunteers and paid administrative staff. ARTICLE 2 - OFFICES SECTION 1. PRINCIPAL OFFICE The principal office of the Corporation for the transaction of its business is located in the COUNTY OF FAIRFAX, VIRGINIA. The street address for the private Corporation is currently 12001 Market St. #439, Reston, Virginia 20190. This office also currently serves as the Corporation's registered office and agent, pursuant to VA. CODE ANN. §13.1-833 (2006). SECTION 2. CHANGE OF ADDRESS The county of the Corporation's Registered (principal) office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and filing such changes with the State Corporation Commission of Virginia, and such changes of address shall not be deemed an amendment of these Bylaws. (a) ______________________________ ______________________________ Dated: __________________ (b) ______________________________ ______________________________ Dated: __________________ (c) ______________________________ ______________________________ Dated: __________________ SECTION 3. OTHER OFFICES The Corporation may also have offices at such other places, within or without the State of Virginia, where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate. ARTICLE 3 - NON-PROFIT PURPOSES SECTION 1. NON-PROFIT PURPOSES HESINFRO shall be a non-profit, apolitical corporation as defined under the Virginia Nonstock Corporation Act, Chapter 10, Title §§ 13.1-801 through 13.1-980 of the Code of Virginia, and shall operate exclusively for those purposes specified in Section 501(c)(3) of the United States Internal Revenue Code, including for such purposes as the making of contributions to corporations that qualify as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES The primary objectives and purposes of this Corporation shall be to support, promote, encourage, and coordinate the spiritual and intellectual leadership development of children living in the streets of third world countries. The specific objectives of this Corporation shall include, but are not limited to, all of the following: a) Support programs and coordinate events that will ultimately help to rescue children living below the poverty level in the streets of third world countries and that have no access to either healthy housing conditions or to moral guidance and intellectual education. b) Develop programs and create partnerships with religious educational institutions to promote the growth of moral values in children living in the streets. c) Sponsor the education of young minds in science, technology, and social and multicultural leadership by collecting capital funds that can generate scholarships to attend middle school, high school, and college. d) Identify problems and present solutions to problems that jeopardize the future of children living in the streets. e) To increase awareness and support among the Northern Virginia Communities in order to bring about a positive change among youth by establishing scholarship funds, mentoring programs and developing a system of counseling that will emphasize community work and enhance the perspective of voluntarism as a mean to help the community at large. To promote an outreach prevention program for youth at risk of leaving their families and dropping out of school. f) To transform the negative perception of people about the talents of children living in the streets and to demonstrate the myriad opportunities available to transform them into honorable citizens and positive social leaders. g) Influence the current objectives and goals of other organizations with similar purposes to those of HESINFRO, such as encouraging the development of new programs and government policies by conducting periodic meetings, distributing minutes of meetings; and establishing special tasks or interest groups when required. h) Propose solutions and policies that favor the human rights of children living in the streets. i) To carry out other activities as may contribute to these objectives. ARTICLE 4 - DIRECTORS SECTION 1. NUMBER The Corporation shall have NOT LESS THAN TWO (2) NOR MORE THAN NINE (9) DIRECTORS and collectively they shall be known as the Board of Directors. The exact number of Directors shall be fixed within these limits by approval of the Board of Directors or the Members, if any, in the manner provided in these Bylaws. The number may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws. SECTION 2. POWERS Subject to the provisions of the Virginia Nonstock Corporation Act and any limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the Members, if any, of this Corporation, the activities and affairs of this Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. SECTION 3. DUTIES It shall be the duty of the Directors to: (a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this Corporation, or by these Bylaws; (b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all Officers, agents and employees of the Corporation; (c) Supervise all Officers, agents and employees of the Corporation to assure that their duties are performed properly; (d) Meet at such times and places as required by these Bylaws; (e) Register their addresses with the Secretary of the Corporation and notices of meetings mailed, electronically transmitted or telegraphed to them at such addresses shall be valid notices thereof; (f) Serve as Officers of the Corporation, as outlined in Article 6. SECTION 4. TERMS OF OFFICE Each Director shall hold office until the next annual meeting for election of the Board of Directors as specified in these Bylaws, and until his or her successor is elected and qualifies. SECTION 5. COMPENSATION Directors shall serve without compensation except that they shall be allowed and paid reasonable reimbursement of expenses incurred in the performance of their regular duties. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Directors may not be compensated for rendering services to the Corporation in any other capacity than Directors unless such other compensation is reasonable and is allowable under the provisions of Section 6 of this Article. SECTION 6. CONFLICT OF INTEREST POLICY The purpose of this conflict of interest policy is to protect this tax-exempt Corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Director of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to non-profit and charitable organizations. Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. For purposes of this Section, "interested persons" means any Director, principal Officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person. Financial Interest A person has a financial interest if the person has, directly or indirectly, through business, investment, or family, including any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law: a. An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement, b. A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, which includes any person currently being compensated by the Corporation for services rendered within the previous twelve (12) months, whether as a full or part-time Officer or other employee, independent contractor, or in any other capacity, excluding any reasonable compensation paid to a Director as Director, c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under the following section "Procedures," a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists. Procedures 1. Duty to Disclose In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. 2. Determining Whether a Conflict of Interest Exists After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. 3. Procedures for Addressing the Conflict of Interest a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. b. The President of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. c. After exercising due diligence, the governing board or committee shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Corporation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement. 4. Violations of the Conflicts of Interest Policy a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. b. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. Records of Proceedings The minutes of the governing board and all committees with board delegated powers shall contain: a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed. b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. Compensation a. A voting member of the governing board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation. b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation. c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation. Annual Statements Each Director, principal Officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person: a. Has received a copy of the conflicts of interest policy, b. Has read and understands the policy, c. Has agreed to comply with the policy, and d. Understands the Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. Periodic Reviews To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining. b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction. Use of Outside Experts When conducting the periodic reviews as provided for in Article VII, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted. SECTION 7. PLACE OF DIRECTORS' MEETINGS Meetings shall be held at the principal office of the Corporation unless otherwise provided by the Board or at such place within or without the State of Virginia, which has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, any meeting not held at the principal office of the Corporation shall be valid only if held on the written consent of all Directors given either before or after the meeting and filed with the Secretary of the Corporation or after all Board members have been given written notice of the meeting as hereinafter provided for special meetings of the Board. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all Directors participating in such meeting can hear one another. SECTION 8. REGULAR AND ANNUAL DIRECTORS' MEETINGS Regular meetings of Directors shall be held on the SECOND TUESDAY OF EVERY OTHER MONTH at 7 O'CLOCK PM, unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day or as determined by the Board of Directors. If the Corporation makes no provision for Members, then, at the annual meeting of Directors held on the SECOND TUESDAY OF DECEMBER, Directors shall be elected by the Board of Directors in accordance with this section. Cumulative voting by Directors for the election of Directors shall not be permitted. The candidates receiving the highest number of votes up to the number of Directors to be elected shall be elected. Each Director shall cast one vote, with voting being by ballot only. SECTION 9. SPECIAL DIRECTORS' MEETINGS Special meetings of the Board of Directors may be called by the President of the Board, the President, the Vice President, the Secretary, or by any two Directors, and such meetings shall be held at the place, within or without the State of Virginia, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the Corporation. SECTION 10. NOTICE OF DIRECTORS' MEETINGS Regular meetings of the Board may be held without notice. Special meetings of the Board shall be held upon four (4) days' notice by first-class mail or forty-eight (48) hours' notice delivered personally or by telephone, or other means of electronic written communication. If sent by mail, electronic mail, the notice shall be deemed to be delivered on its deposit in the mails, transmittal by electronic mail. Such notices shall be addressed to each Director at his or her address as shown on the books of the Corporation. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to Directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting. SECTION 11. CONTENTS OF NOTICE Notice of Directors' meetings not herein specified shall provide notice of the place, day and hour of the meeting. The purpose of any Board meeting need not be specified in the notice, except when a meeting will be in regards to the removal of a Director, pursuant to Article 4 Section 17 of these Bylaws and VA. CODE ANN. §13.1-860 (2006). SECTION 12. WAIVER OF NOTICE AND CONSENT TO HOLDING DIRECTORS' MEETINGS The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each Director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be in writing and filed with the corporate records or made a part of the minutes of the meeting. SECTION 13. QUORUM FOR DIRECTORS' MEETINGS A quorum shall consist of a simple majority of the authorized Directors present. If the current number of authorized Directors is two (2) or three (3), a quorum shall consist of two (2) Directors. If the current number of authorized Directors is four (4) or five (5), a quorum shall consist of three (3) Directors. If the current number of authorized Directors is six (6) or seven (7), a quorum shall consist of four (4) Directors. If the current number of authorized Directors is eight (8) or nine (9), a quorum shall consist of five (5) Directors. Except as otherwise provided in these Bylaws, in the Articles of Incorporation of this Corporation, or by law, no business shall be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present. The only motion which the President shall entertain at such meeting is a motion to adjourn. However, a majority of the Directors present at such meeting may adjourn from time to time until the time for the next regular meeting of the Board. When a meeting is adjourned for lack of a quorum, it shall not be necessary to record the business that was to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 10 of this Article. The Directors present at a meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of Directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the persons still present, unless a greater percentage is required by law, the Articles of Incorporation, or the Bylaws of this Corporation. SECTION 14. MAJORITY ACTION AS BOARD ACTION Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this Corporation, or provisions of the Virginia Nonstock Corporation Act, particularly those provisions relating to appointment of committees (Section 13.1-869(B)), approval of contracts or transactions in which a Director has a material financial interest (Section 13.1-871(C)) and indemnification of Directors (Section 13.1-880(B)), require a greater percentage or different voting rules for approval of a matter by the Board. VA. CODE ANN. §§ 13.1-869(B), 13.1-871(C), 13.1-880(B) (2006). SECTION 15. CONDUCT OF DIRECTORS' MEETING Meetings of the Board of Directors shall be presided over by the President of the Board, or, if no such person has been so designated or, in his or her absence, the President of the Corporation or, in his or her absence, by the Vice President of the Corporation or, in the absence of each of these persons, by a President chosen by a majority of the Directors present at the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding Officer shall appoint another person to act as Secretary of the Meeting. Meetings shall be governed by Robert's Rules of Order; as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this Corporation, or with provision of law. No Board member entitled to vote in person may authorize another person to act or vote for him by proxy, pursuant to VA. CODE ANN. § 13.1-868 (2006). SECTION 16. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT DIRECTORS' MEETING Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. For the purpose of this Section only, "all members of the Board" shall not include any "interested Director" as defined in Section 13.1-871 of the Virginia Nonstock Corporation Act. VA. CODE ANN. § 13.1-871 (2006). Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this Corporation authorize the Directors to act, and such statement shall be prima facie evidence of such authority. SECTION 17. VACANCIES Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any Director, and (2) whenever the number of authorized Directors is increased. By vote, the Board of Directors may remove a Director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Article 5 of these Bylaws, pursuant to Section 13.1-860 of the Virginia Nonstock Corporation Act. VA. CODE ANN. § 13.1-860 (2006). The Board of Directors may also by a majority vote remove the office of a Director that has been negligent in performing his or her duties or acted improperly relative to the goals or duties as set forth in these Bylaws. A Director may only be removed at a meeting called for that purpose, which was appropriately noticed to all persons entitled to vote therein. If this Corporation has no Members, Directors may be removed at any time, with or without cause, by a majority of the Directors then in office. If this Corporation has any Members, then, if the Corporation has less than fifty (50) Members, Directors may be removed without cause by a majority of all Members, or, if the Corporation has fifty (50) or more Members, by vote of a majority of the votes represented at a membership meeting at which a quorum is present. Any Director may resign effective upon giving written notice to the President of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. Acceptance of such resignation shall not be necessary to make it effective. No Director may resign if the Corporation would then be left without an elected Director or Directors in charge of its affairs, except upon notice to the State Corporation Commission of Virginia. The above provisions of this section shall be superseded by any contrary contractual terms that were approved by the Board of Directors relating to the employment of any Officer of the Corporation. Vacancies on the Board may be filled by a vote of the Board or, if the number of Directors then in office is less than a quorum, by (1) the unanimous written consent of the Directors then in office, (2) the affirmative vote of a majority of the Directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining Director. If the vacant office was held by a director elected by a voting group of Members, only the Members of that voting group are entitled to vote to fill the vacancy if it is filled by the Members pursuant to the VA. CODE ANN. § 13.1-862 (2006). The Members, if any, of this Corporation may elect a Director at any time to fill any vacancy not filled by the Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board may fill the vacancy. Vacancies occurring in offices of Officers appointed by the Board may be filled at the Board's discretion. Directors may vote to fill a vacancy on the Board of Directors by calling a special meeting of the Board of Directors pursuant to Article 4, Section 9. Members may vote to fill a vacancy on the Board of Directors by calling a special meeting pursuant to Article 14, Section 3. A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board of Directors or until his or her death, resignation or removal from office. SECTION 18. NON-LIABILITY OF DIRECTORS The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation. SECTION 19. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS. To the extent that a person who is, or was, a Director, Officer, employee or other agent of this Corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the Corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding. If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this Corporation but only to the extent allowed by, and in accordance with the requirements of, Section 13.1-877 of the Virginia Nonstock Corporation Act. VA. CODE ANN. § 13.1-877 (2006) In no case, however, shall the Corporation indemnify, reimburse, or insure any person for any taxes imposed on such individual under chapter 42 of the Internal Revenue Code of 1986, as amended. Further, if at any time the Corporation is deemed to be a private foundation (within the meaning of Section 509 of the Internal Revenue Code of 1986, as amended), then, during such time, no payment shall be made under this section 19 if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in Sections 4941(d) and 4945(d), respectively, of the Internal Revenue Code of 1986, as amended. The indemnification provided by this Bylaw will not be exclusive of any other rights which such Member, Director, Officer, employee or other agent may have under any other instrument, and will be applicable to proceedings commenced prior to or continuing after the adoption of this Bylaw, whether arising from acts or omissions occurring on or after such adoption. SECTION 20. INSURANCE FOR CORPORATE AGENTS The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance to protect itself and any indemnitee of the Corporation (including a Director, Officer, employee or other agent of the Corporation) against any liability asserted against or incurred by him because of his status as an agent of the Corporation, other than for violating provisions of law relating to improper personal benefit, (Section 13.1-876(D)(2) of the Virginia Nonstock Corporation Act), whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of Section 13.1-876 of the Virginia Nonstock Corporation Act. VA. CODE ANN. § 13.1-876 (2006). ARTICLE 5 - OFFICERS SECTION 1. NUMBER OF OFFICERS The Officers of the Corporation shall be a President, two (2) Vice Presidents, a Secretary, a Site Selection Coordinator, a Past President, a Religious Advisor, and a Treasurer. These Officers will also serve simultaneously on the Board of Directors. The Corporation may also have, as determined by the Board of Directors, a President of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, or other Officers. No offices may be held by the same person or employees of the same company, unless it is ultimately necessary due to scarce human resources during the first three years after the day of incorporation. SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE Any Member may serve as an elected Officer of this Corporation. The elected offices of Vice-Presidents (2), Secretary, and Site Selection Coordinator shall be voted at the annual business meeting of the HESINFRO Members. In conjunction with a position on the Board of Directors, each Officer shall hold office until the Officer resigns, is removed, is otherwise disqualified to serve, or until a successor shall be qualified and elected, whichever occurs first. The normal term for each elected Office other than President or Vice-Presidents shall be one year. The office of President shall be filled by vote at the annual business meeting of the HESINFRO Members. To facilitate continuity, nominees for the office of President shall be limited to the two (2) current-year Vice-Presidents. The Vice-President receiving the majority of votes cast will be elected President. The Vice-President receiving the least amount of votes may run again for the office of Vice-President in the same year. If only one (1) Vice-President office is occupied within the Board of Directors at the time of election, the Vice-President shall succeed the President for a second year, and as President shall succeed the Past-President for a third year; therefore, the incoming President agrees to serve for an additional two years. The office of Vice-President shall be filled by vote at the annual HESINFRO business meeting of the registered Members. The Vice-Presidents are the two (2) nominees receiving the greatest number of votes cast. To facilitate continuity, nominees for the Office of Vice-President, if elected, must agree to become nominees for the Office of President at the following annual business meeting. Nominees for the office of Vice-President, if not present at the time of election, must provide written application to the Board of Directors in advance of the annual business meeting. The office of Treasurer shall be filled by appointment of the incoming Board subsequent to the annual election of Officers. This appointment shall be made within thirty (30) calendar days of the annual business meeting by majority vote of the Board of Directors; President, Vice-Presidents, Past President, Secretary, Site Coordinator, and Catholic Church Advisor. The Treasurer shall continue in office until resignation, disqualification, qualification and election of a successor, or removal from office by a majority vote of the Board of Directors. If no successor is chosen, the Treasurer shall succeed himself for the next term. Nominees for Treasurer are exempt from the "ownership" requirements defined in these bylaws, and are exempt from the "same company" restriction also found herein. Nominations for the office of Treasurer shall be submitted in writing to the current Secretary no less than 14 calendar days prior to the HESINFRO meeting. The current Treasurer is considered to have been nominated by virtue of holding the office. The religious advisor serves at the pleasure and discretion of the specific religious directorate to which the advisor belongs and at the discretion of the rest of members of the Board of Directors. SECTION 3. SUBORDINATE OFFICERS The Board of Directors may appoint such other Officers or agents as it may deem desirable, and such Officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors. SECTION 4. DUTIES OF PRESIDENT The President shall be the chief executive Officer of the Corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation and the activities of the Officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as President of the Board of Directors, he or she shall preside at all meetings of the Board of Directors. If applicable, the President shall preside at all meetings of the Members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors. The President shall be charged with the following duties and obligations: (a) The President shall ensure that required meetings, reports, election of Officers and official job functions are executed as called for in the Bylaws. (b) The President shall preside over all official functions according to the Articles of Incorporation and Bylaws. Any situation not specifically covered in the Bylaws shall be handled in accordance with Robert's Rules of Order Revised. (c) The President shall appoint members of the Committees in accordance with the Bylaws. See that administrative committees/functions are provided for and as an ex officio member of all such committees/functions, lend counsel and advice when needed. (d) The President shall see that all written material, information and reports received are readily available to all Members of the Corporation. The President shall also see that reports, information, or replies to inquiries, be followed-up and arrangements made to promptly forward the necessary material where appropriate. (e) The President shall ensure that an annual report is presented to the membership by asking each elected Officer, in turn, to report what action was taken. (f) The President shall conduct the next election of Officers. (g) To insure continuity, the outgoing President serves for an additional year as the Past-President and will function as an advisor during that period. (h) The President shall select and award not less than two (2) "HESINFRO Founder's Awards," and one (1) "HESINFRO - Excellence Award" annually. The award recognizes devoted Members for their longevity and contributions to the cause. (i) The President may extend conference invitation to the HESINFRO conference and annual meeting for non-member guests at the President's discretion. SECTION 5. DUTIES OF VICE PRESIDENT In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President (Vice-President) shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors. The Vice President (Vice-President) shall be charged with the following duties and obligations: (a) The Board of Directors, by majority vote, will select one Vice-President to act on behalf of the President in the event of the President's absence, inability, or refusal to act. (b) The Board of Directors, by majority vote, will select one Vice-President to succeed as the new President for the remainder of the term in the event that the President is unable to continue, or withdraws from the position. (c) The Vice-President shall preside at meetings in the absence of the President and carry out the responsibilities of the President until the President returns to duty and shall serve as the President in case of a vacancy. (d) The Vice-President shall assist the President to ensure that meeting arrangements are complete. (e) The Vice-President shall acquaint new Members with the Bylaws, and perform other such duties as the President may designate. (f) The Vice-President shall serve as official parliamentarian and shall receive proposed Bylaws amendments from the membership and shall counsel the Executive Committee concerning proposed amendments. (g) The Vice-President shall serve as primary coordinator for the HESINFRO Annual Conference and financial contributions. 1. The Vice-President shall establish uniform guidelines for invitation and selection of exhibitors and contributors to assure participation is complementary to the purpose of HESINFRO and of benefit to the membership. 2. Non-member participation at the HESINFRO annual conference and/or by financial contribution is granted by "invitation only" and may be declined or rescinded by majority vote of the Board of Directors. 3. "Legacy" participation at the HESINFRO annual conference and/or by financial contribution is also granted by "annual invitation" to any company, organization or individual with previous HESINFRO Annual conference participation and/or previous financial contribution. Legacy participants include, but are not limited to Public and Private Foundations, charitable entities, humanitarian services, private benefactors (including corporative charity programs), and services providers which are complementary to the purpose of HESINFRO, the HESINFRO Conference, and of benefit to the membership. SECTION 6. DUTIES OF SECRETARY Certify and keep at the principal office of the Corporation the original, or a copy of these Bylaws as amended or otherwise altered to date. Keep at the principal office of the Corporation or at such other place as the Board may determine, a book of minutes of all meetings of the Directors, and, if applicable, meetings of committees of Directors and of Members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. Be custodian of the records and of the seal of the Corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the Corporation under its seal is authorized by law or these Bylaws. Keep at the principal office of the Corporation a membership book and electronic files containing the name and address of each and any Members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased. Exhibit at all reasonable times to any Director of the Corporation, or to his or her agent or attorney, on request therefore, the Bylaws, the membership book, and the minutes of the proceedings of the Directors of the Corporation. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. The Secretary shall be charged with the following duties and obligations: (a) The Secretary shall inscribe upon the rolls the names of all Officers and members, and it shall be the duty of the Secretary to keep a roster of all Members. (b) The Secretary shall record the minutes of all business meetings and Executive Committee meetings. Minutes of meetings shall be maintained in the official HESINFRO records and shall be signed by the Secretary. (c) The Secretary shall copy and distribute the official HESINFRO minutes through publication in the Annual HESINFRO Conference Proceedings. Doing so eliminates the reading of these minutes at the next session, except for corrections, if any. Highlights of action taken during the year shall be presented at regular meetings. (d) The Secretary shall update the chapter mailing list database when a Member notifies a change of address and coordinate these updates with the help of the community of benefactors supporting similar causes. The database shall be transferred to the treasurer for the purpose of tracking the registration and payment for the upcoming HESINFRO conference. (e) The Secretary shall submit to the Executive Committee a complete list of the newly elected Officers and Committee Members for the ensuing year. (f) The Secretary shall maintain custody of Bylaws updates and other official records, except for those records that are specifically a part of the duties of other Officers, such as the treasurer's books. HESINFRO records are open to inspection by any Member. (g) The Secretary shall furnish committees and special representatives with all assistance needed for the proper performance of their duties. (h) The Secretary shall assist the Treasurer during registration at annual meeting. (i) The Secretary shall collect all presentation materials, meeting minutes, and other documentation in a complete and timely manner for the purpose of publishing annual conference and meeting proceedings for membership distribution. (j) The Secretary shall serve as primary coordinator for the HESINFRO internet website, electronic bulletin boards, and other media interfaces. The Secretary may delegate the execution of these duties to a duly appointed subcommittee for expediency and efficiency. (k) Retain and provide copies of Robert's Rules of Order Revised for reference at regular and annual HESINFRO meetings. SECTION 7. DUTIES OF TREASURER Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds," the Treasurer shall: Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. Receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever. Disburse, or cause to be disbursed, the funds of the Corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements. Keep and maintain adequate and correct accounts of the Corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. Exhibit at all reasonable times the books of account and financial records to any Director of the Corporation, or to his or her agent or attorney, on request therefore. Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Corporation. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the Corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. The Treasurer shall be charged with the following duties and obligations: (a) The Treasurer shall be responsible for the Corporation's economy in that prudent, accurate and wise financial policies are pursued in its operation and that all incidental accounting, bookkeeping, auditing, collection and disbursement of funds, and other related methods of operations are performed accurately within the limitations authorized by the Bylaws and consistent with generally accepted accounting practices. (b) The Treasurer shall receive, hold and safeguard, in the capacity of trustee and fiscal agent, all Corporation funds which shall come into his or her possession or control. All funds received by any person for the Corporation shall be immediately entered into the books of account and deposited to the credit of the Corporation in a bank. (c) The Treasurer shall oversee management of accounts of money, funds, and performance of the Corporation in relation to budget, and shall render such account and present such statements to the Executive Committee as may be required. (d) The Treasurer shall disburse funds only for normal and usual uses, unless the Executive Committee directs otherwise. (e) The Treasurer shall submit an itemized annual Financial Report to the Executive Committee within 30 days after the end of the reporting period, which is October 1 to September 30. (f) If requested by the Board or a majority of the Members, the Treasurer shall have the Corporation's financial records audited. (g) The Treasurer shall prepare and present an annual Financial Report at HESINFRO Annual Business meeting. (h) The Treasurer will be responsible for keeping records of income and expenses for reporting to the IRS and any similar state or local agency. (i) The Treasurer will be responsible for the timely filing of (a) the annual "Return of Organizations Exempt from Tax" (IRS Form 990) and any necessary schedules and attachments, and (b) any comparable state or local returns (including any necessary schedules and attachments). (j) The Treasurer shall inform the Executive Committee of any changes in IRS rules and regulations. The treasurer shall request the necessary forms for filing, detailed instructions, and any other pertinent or required material from the auditor at the time of audit. (k) The Treasurer shall coordinate all financial transactions during registration at annual meeting. (l) The Treasurer shall purchase and maintain sufficient type, kind, and amount of corporate liability insurance on behalf of the Corporation against liability as provisioned in Article 3, Section 20. SECTION 8. DUTIES OF SITE COORDINATOR In general, perform all duties incident to the office of Site Coordinator and such other duties as may be required by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. The Site Coordinator shall be charged with the following duties and obligations: (a) Present site proposals to Executive Committee of the Corporation for final approval, and (b) The Site Coordinator shall arrange and manage the on-site activities of programs. (c) The Site Coordinator shall negotiate for the Corporation all necessary hotel contracts for meeting room reservations, set-up, meals, and other activities related to on-site management of Annual Conference. (d) The Site Coordinator shall coordinate planned activities with the other Officers and submit a Program Schedule to the Executive Committee. (e) The Site Coordinator Activities shall commence with the beginning of the year and end with the last activity of the year. To insure continuity, the outgoing President will function as an advisor during the overlapping period. (f) The Site Coordinator shall provide appropriate information for any events that the Corporation has planned to the secretary for distribution and give appropriate publicity about the meetings and other items of interest to other Officers. SECTION 9. COMPENSATION Officers shall serve without compensation except that they shall be allowed and paid reasonable reimbursement of expenses incurred in the performance of their regular duties. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. ARTICLE 6 - COMMITTEES SECTION 1. EXECUTIVE COMMITTEE The Board of Directors may, by a majority vote of Directors, designate two (2) or more of its members (who may also be serving as Officers of this Corporation) to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the Board in the management of the business and affairs of the Corporation, except with respect to: (a) The approval of any action which, under law or the provisions of these Bylaws, requires the approval of the Members or of a majority of all of the Members. (b) The filling of vacancies on the Board or on any committee which has the authority of the Board. (c) The amendment or repeal of Bylaws or the adoption of new Bylaws. (d) The amendment or repeal or any resolution of the Board which by its express terms is not amendable or repealable. (e) The appointment of committees of the Board or the Members thereof. (f) The approval of any transaction to which this Corporation is a party and in which one or more of the Directors has a material financial interest, except as expressly provided for in Article 4, Section 6 of these Bylaws. By a majority vote of its Members then in office, the Board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its Members, and fill vacancies therein from the members of the Board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require. SECTION 2. OTHER COMMITTEES The Corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the Board. These additional committees shall act in an advisory capacity only to the Board and shall be clearly titled as "advisory" committees. SECTION 3. MEETINGS AND ACTION OF COMMITTEES Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws. ARTICLE 7 - EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS SECTION 1. EXECUTION OF INSTRUMENTS The Corporation must always have at least one Director who can execute documents on behalf of the Corporation, pursuant to VA. CODE ANN. § 13.1-872 (2006). The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any Officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no Officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. SECTION 2. CHECKS AND NOTES Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by the President or the Treasurer of the Corporation. SECTION 3. DEPOSITS All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select. SECTION 4. GIFTS The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this Corporation. ARTICLE 8 - CORPORATE RECORDS, REPORTS AND SEAL SECTION 1. MAINTENANCE OF CORPORATE RECORDS The Corporation shall keep in written form: (a) Minutes of all meetings of Directors, committees of the Board and, if this Corporation has Members, of all meetings of Members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof; as well as any i) records of all actions taken by Members without a meeting in the past 3 years, and ii) written communications to Members for the past 3 years; (b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses; (c) A record of its Members, if any, in alphabetical order, indicating their names and addresses and, if applicable, the class of membership held by each Member and the termination date of any membership; (d) A copy of the Corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by Members, if any, of the Corporation at all reasonable times during office hours. (e) The most recent Annual Report, pursuant to VA. CODE ANN. § 13.1-936 (2006). SECTION 2. CORPORATE SEAL The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the Corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument. SECTION 3. DIRECTORS' INSPECTION RIGHTS Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Corporation. SECTION 4. MEMBERS' INSPECTION RIGHTS If this Corporation has any Members, then each and every Member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a Member, as to all corporate records maintained pursuant to Article 8, Section 1 of these Bylaws, and VA. CODE ANN. § 13.1-932 (2006), including the rights: (a) To inspect and copy the record of all Members' names, addresses and voting rights, at reasonable times, upon five (5) business days' prior written demand on the Corporation, which demand shall state the purpose for which the inspection rights are requested. (b) To obtain from the Secretary of the Corporation, upon written demand and payment of a reasonable charge, an alphabetized list of the names, addresses and voting rights of those Members entitled to vote for the election of Directors as of the most recent record date for which the list has been compiled or as of the date specified by the Member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as of which the list is to be compiled. (c) To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the Board or committees of the Board, upon written demand on the Corporation by the Member, for a purpose reasonably related to such person's interests as a Member. (d) To inspect an updated list of all Members, published at least 10 days before any meeting, pursuant to VA. CODE ANN. § 13.1-845 (2006). If a Member is not permitted to inspect corporate records maintained pursuant to VA. CODE ANN. § 13.1-932 (2006), a local court can summarily order the inspection and copying of the demanded records, under VA. CODE ANN. § 13.1-935 (2006). SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts. SECTION 6. ANNUAL FINANCIAL REPORT The Board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the Corporation's fiscal year to all Directors of the Corporation and, if this Corporation has Members, to any Member who requests it in writing, which report shall contain the following information in appropriate detail: (a) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year; (b) The principal changes in assets and liabilities, including trust funds, during the fiscal year; (c) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the fiscal year; (d) The expenses or disbursements of the Corporation, both general and restricted purpose, during the fiscal year; (e) Any information required by Section 7 of this Article 8. The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized Officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation. If this Corporation has Members, then, if the Corporation receives TWENTY-FIVE THOUSAND DOLLARS ($25,000), or more, in gross revenues or receipts during the fiscal year, this Corporation shall automatically send the above annual report to all Members, in such manner, at such time, and with such contents, including an accompanying report from independent accountants or certification of a corporate Officer, as specified by the above provisions of this Section relating to the annual report. SECTION 7. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERS This Corporation shall mail or deliver to all Directors and any Members, who request in writing, a statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind: (a) Any transaction in which the Corporation, or its parent or its subsidiary, was a party, and in which either of the following had a direct or indirect material financial interest (1) Any Director or Officer of the Corporation, or its parent or subsidiary, (a mere common directorship shall not be considered a material financial interest); or (2) Any holder of more than ten percent (10%) of the voting power of the Corporation, its parent or its subsidiary. The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than FIFTY THOUSAND DOLLARS ($50,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than FIFTY THOUSAND DOLLARS ($50,000). Similarly, the statement need only be provided with respect to indemnifications or advances aggregating more than TEN THOUSAND DOLLARS ($10,000) paid during the previous fiscal year to any Director or Officer, except that no such statement need be made if such indemnification was approved by the Members pursuant to Section 13.1-880(B)(4) of the Virginia Nonstock Corporation Act. VA. CODE ANN. § 13.1-880(B)(4) (2006). Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person's relationship to the Corporation, the nature of such person's interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated. If this Corporation has any Members and provides all Members with an annual report according to the provisions of Section 6 of this Article, then such annual report shall include the information required by this Section. SECTION 8. REQUIRED ANNUAL REPORT TO BE FILED Pursuant to VA. CODE ANN. §§ 13.1-936, 13.1-936.1 (2006), an annual report must be filed with the State Corporation Commission of Virginia stating i) the Corporation's name and registered (and principal) address, including the county in which it is incorporated, ii) the names and addresses of all current Directors and Principal Officers. The report, filed on the form furnished by the Commission, must be filed within 12 months of the anniversary of the date of incorporation every year and include the annual $25 registration fee. ARTICLE 9 - FISCAL YEAR SECTION 1. FISCAL YEAR OF THE CORPORATION The fiscal year of the Corporation shall begin on the 1st day in January and end on the 31st day of December in each year. ARTICLE 10 - AMENDMENT OF BYLAWS SECTION 1. AMENDMENT Subject to VA. CODE ANN. §13.1-892 (2006), these Bylaws may be altered, amended, or repealed and new Bylaws adopted as follows: Members, if any, have the power to suggest or propose amendments that protect the goals and functions of this Corporation, as long as those suggestions are subject to the rights and duties of members as described in Article 13 and Article 14 of these Bylaws; in this case, to change or repeal these Bylaws, an amendment must be approved by the Board of Directors, unless the amendment would materially and adversely affect the rights of Members, if any, as to voting or transfer. If, however, this Corporation has admitted any Members, then a Bylaw i) specifying or changing the fixed number of Directors of the Corporation, ii) specifying or changing the maximum or minimum number of Directors, or iii) changing from a fixed to variable board or vice versa, may not be adopted, amended, or repealed except by approval of the Members, if any, of this Corporation. SECTION 2. RESTRICTIONS These Bylaws may not be amended in such manner as would conflict with the Certificate of Incorporation, and no amendment may authorize the Corporation to conduct its affairs in any manner or for any purposes contrary to the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any successor provision. At all times the Bylaws must remain in compliance with the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any successor provision. ARTICLE 11 - AMENDMENT OF ARTICLES SECTION 1. AMENDMENT OF ARTICLES BEFORE ADMISSION OF MEMBERS Before any Members have been admitted to the Corporation, any amendment of the Articles of Incorporation may be adopted by approval of two-thirds of the Board of Directors, pursuant to VA. CODE ANN. § 13.1-885 (2006). SECTION 2. AMENDMENT OF ARTICLES AFTER ADMISSION OF MEMBERS After Members, if any, have been admitted to the Corporation, amendment of the Articles of Incorporation may be adopted upon the recommendation of the Board of Directors and by the approval of the voting Members of this Corporation. Any adopted amendments must be filed with the State Corporate Commission of Virginia. ARTICLE 12 - PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS No Member, Director, Officer, employee, or other person connected with this Corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the, Corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the Corporation. All Members, if any, of the Corporation shall be deemed to have expressly consented and agreed that, upon such dissolution or winding up of the affairs of the Corporation, whether voluntarily or involuntarily, the assets of the Corporation shall, pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as amended or any successor provision, and VA. CODE ANN. § 13.1-907 (2006), be transferred or conveyed to one or more charitable corporations, societies or organizations engaged in substantially similar activities to those of the Corporation. SECTION 2. DISSOLUTION OF ASSETS In the event that the Membership, by a simple majority, votes to dissolve the Corporation, the assets shall be donated to another non-profit organization, which must be selected by the membership and engaged in substantially similar activities to those of the Corporation ARTICLE 13 - MEMBERS SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS The Corporation shall have only one class of Members. No Member shall hold more than one membership in the Corporation. Each Member is entitled to one vote on each matter submitted to a vote. Voting at meetings shall be by voice vote, show of hands or by ballot as determined by the President of the meeting. Members may not vote or act by proxy. Except as expressly provided in or authorized by the Articles of Incorporation or Bylaws of this Corporation, all memberships shall have the same rights, privileges, restrictions and conditions. Membership shall not be transferable, pursuant to VA. CODE ANN. § 13.1-837 (2006). Members shall have the power to suggest or propose amendments that protect the goals and functions of this Corporation, as long as those suggestions are subject to the rights and duties herein. SECTION 2. QUALIFICATIONS OF MEMBERS Membership in HESINFRO is exclusively available to employees of organizations having direct relationship with the charitable causes of HESINFRO, and to anyone that can demonstrate a previous history of commitment to the ideals and goals of the Corporation. Membership in the Corporation may be denied to employees of organizations having direct involvement with the charitable cause of HESINFRO, but whose business objectives and conduct are not consistent with the goals and purpose of the Corporation as determined by a two-thirds majority vote the Board of Directors. A conditional lifetime membership in HESINFRO has been granted to Rev. Jose Eugenio Hoyos founder of Marcelino Pan y Vino (MAPAVI, Inc.), to Luis Folgar, founder of HESINFRO, and his immediate family (Folgar Lopez) in recognition of their contributions to the charitable cause. Lifetime membership will remain in force until such time Mr. Hoyos, Luis Folgar, and the Folgar Lopez family engages in business endeavors which are no longer consistent with the goals of HESINFRO, as determined by the Executive Committee. SECTION 3. ADMISSION OF MEMBERS Applicants shall be admitted to membership after submitting satisfactory evidence that they meet the qualifications of Members as set forth in the above sections of this Bylaw and upon payment of the application and/or annual dues as specified in the following sections of this Bylaw. The Corporation shall reserve the right to share its mailing lists, which may include Member names, to third party organizations not in direct cooperation with HESINFRO if deemed in the interests of the Corporation. The Corporation shall give Members the option of removing their names from the mailing list through written or verbal request and the consensus approval of the Executive Committee. SECTION 4. FEES, DUES AND ASSESSMENTS The annual dues payable to the Corporation by Members shall consist of the fees charged for the annual HESINFRO meeting for which the amount may be determined from time to time by resolution of the Board of Directors. Memberships shall be nonassessable. SECTION 5. NUMBER OF MEMBERS There is no limit on the number of Members the Corporation may admit. SECTION 6. NONLIABILITY OF MEMBERS A Member of this Corporation is not, as such, personally liable for the debts, liabilities, or obligations of the Corporation. SECTION 7. TERMINATION OF MEMBERSHIP (a) Grounds for Termination. The membership of a Member shall terminate upon the occurrence of any of the following events: (1) Upon his or her notice of such termination delivered to the President or Secretary of the Corporation personally, by mail, by facsimile transmission, or by electronic mail, such membership to terminate upon the date of delivery of the notice, date of electronic transmission, or date of deposit in the mail. (2) Upon a determination by the Board of Directors that the Member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the Corporation. (3) If this Corporation has provided for the payment of dues by Members, upon a failure to renew his or her membership by paying dues on or before their due date. (b) Procedure for Expulsion. Following the determination that a Member should be expelled under subparagraph (a) (2) of this section, the following procedure shall be implemented: (1) A notice shall be sent by first-class mail registered mail, facsimile transmission or electronic mail to the last address of the Member as shown on the Corporation's records, setting forth the expulsion and the reasons therefor. Such notice shall be sent at least fifteen (15) days before the proposed effective date of the expulsion. (2) The Member being expelled shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not less than five (5) days before the effective date of the proposed expulsion. The hearing will be held by the Board of Directors in accordance with the quorum and voting rules set forth in these Bylaws applicable to the meetings of the Board. The notice to the Member of his or her proposed expulsion shall state the date, time, and place of the hearing on his or her proposed expulsion. (3) Following the hearing, the Board of Directors shall decide whether or not the Member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the Board shall be final. (4) If this Corporation has provided for the payment of dues by Members, any person expelled from the Corporation shall receive a refund of dues already paid. The refund shall be pro-rated to return only the unaccrued balance remaining for the period of the dues payment. SECTION 8. RIGHTS ON TERMINATION OF MEMBERSHIP All rights of a Member in the Corporation shall cease on termination of membership as herein provided. ARTICLE 14 - MEETINGS OF MEMBERS SECTION 1. PLACE OF MEETINGS Meetings of the Members shall be held at the principal office of the Corporation or at such other place or places within or without the State of Virginia as may be determined from time to time by resolution of the Board of Directors. SECTION 2. ANNUAL AND OTHER REGULAR MEETINGS The Members shall meet annually on the THIRD TUESDAY OF APRIL at 10 O'CLOCK AM in each year, or as otherwise determined by the Board of Directors for the purpose of electing Directors, Officers and transacting other business as may come before the meeting. Cumulative voting for the election of Directors or Officers shall not be permitted. The candidates receiving the highest number of votes up to the number of Directors or Officers to be elected shall be elected. Each voting Member shall cast one vote only. The annual meeting of Members for the purpose of electing Directors or Officers shall be deemed a regular meeting and any reference in these Bylaws to regular meetings of Members refers to this annual meeting. If the day fixed for the annual meeting or other regular meetings falls on a legal holiday, such meeting shall be held at the same hour and place on the next business day. The Members of HESINFRO shall meet at least once per calendar year. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so as long as all Directors and Members participating in such meeting can hear one another. Annual, Regular and Special meetings shall be opened exclusively to those qualifying for membership in HESINFRO as provided in Article 12, section 2 above, and invited guests as determined by the Executive Committee. Participation or attendance by any other person shall be determined by the President after consultation with the Board of Directors. SECTION 3. SPECIAL MEETINGS OF MEMBERS (a) Persons Who May Call Special Meetings of Members. Special meetings of the Members shall be called by the Board of Directors, the President of the Board, or the President of the Corporation. In addition, special meetings of the Members for any lawful purpose may be called by five percent (5%) or more of the Members. SECTION 4. MEMBERS' LIST FOR MEETINGS A list of all voting Members and their updated contact details must be published and made available for inspection at least 10 days prior to any meeting, pursuant to VA. CODE ANN. § 13.1-845 (2006). SECTION 5. NOTICE OF MEETINGS (a) Time of Notice. Whenever Members are required or permitted to take action at a meeting, a written notice of the meeting shall be given by the Secretary of the Corporation not less than ten (10) and no more than sixty (60) days before the date of the meeting to each Member who, on the record date for the notice of the meeting, is entitled to vote threat. (b) Manner of Giving Notice. Written notice of a voting Members' meeting or any report shall be given either in person, by mail, or by electronic mail (if prior consent has been obtained pursuant to VA. CODE ANN. § 13.1-842(A)(3)) (2006), or any other means of written communication, addressed to the Member at the address of such Member appearing on the books of the Corporation or given by the Member to the Corporation for the purpose of notice; or if no address appears or is given, at the place where the principal office of the Corporation is located or by publication of notice of the meeting at least once per week for two consecutive weeks in a newspaper of general circulation in the county in which the principal office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail, electronic mail, or sent by telegram or other means of written communication. Notice must be given at least ten (10) but no more than sixty (60) days in advance of the meeting's date, unless the meeting is being called for the purpose of i) amending the Articles of Incorporation, ii) a merger, iii) the sale of assets, or iv) dissolution, in which case notice must be given at least twenty-five (25) but no more than sixty (60) days in advance, pursuant to VA. CODE ANN. § 13.1-842 (2006). (c) Contents of Notice. Notice of a membership meeting shall state the place, date, and time of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of a regular meeting, those matters which the Board, at the time notice is given, intends to present for action by the Members. Subject to any provision to the contrary contained in these Bylaws, however, any proper matter may be presented at a regular meeting for such action. The notice of any meeting of Members at which Directors are to be elected shall include the names of all those who are nominees at the time notice is given to Members. (d) Notice of Meetings Called by Members. If a special meeting is called by Members as authorized by these Bylaws, the request for the meeting shall be submitted in writing, specifying the general nature of the business proposed to be transacted and shall be delivered personally or sent by registered mail, or electronic mail to the President of the Board, President, Vice President or Secretary of the Corporation. The Officer receiving the request shall promptly cause notice to be given to the Members entitled to vote that a meeting will be held, stating the date of the meeting. The date for such meeting shall be fixed by the Board and shall not be less than thirty-five (35) nor more than ninety (90) days after the receipt of the request for the meeting by the Officer. If the notice is not given within twenty (20) days after the receipt of the request, persons calling the meeting may give the notice themselves. (e) Waiver of Notice of Meetings. The transactions of any meeting of Members, however called and noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Waiver of notices or consents need not specify either the business to be transacted or the purpose of any regular or special meeting of Members, except that if action is taken or proposed to be taken for approval of any of the matters specified in subparagraph (f) of this section, the waiver of notice or consent shall state the general nature of the proposal. (f) Special Notice Rules for Approving Certain Proposals. If action is proposed to be taken or is taken with respect to the following proposals, such action shall be invalid unless unanimously approved by those entitled to vote or unless the general nature of the proposal is stated in the notice of meeting or in any written waiver of notice: 1. Removal of Directors without cause; 2. Filling of vacancies on the Board by Members; 3. Amending the Articles of Incorporation; and 4. An election to voluntarily wind up and dissolve the Corporation. SECTION 6. QUORUM FOR MEETINGS A quorum shall consist of 34% of the voting Members of the Corporation. The Members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of Members from the meeting provided that any action taken after the loss of a quorum must be approved by at least a majority of the Members required to constitute a quorum. In the absence of a quorum, any meeting of the Members may be adjourned from time to time by the vote of a majority of the votes represented in person or by proxy at the meeting, but no other business shall be transacted at such meeting. When a meeting is adjourned for lack of a sufficient number of Members at the meeting or otherwise, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting other than by announcement at the meeting at which the adjournment is taken of the time and place of the adjourned meeting. However, if after the adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each Member who, on the record date for notice of the meeting, is entitled to vote at the meeting. A meeting shall not be adjourned for more than forty-five (45) days. Notwithstanding any other provision of this Article, if this Corporation authorizes Members to conduct a meeting with a quorum of less than one-third (1/3) of the voting power, then, if less than one-third (1/3) of the voting power actually attends a regular meeting, in person or by proxy, then no action may be taken on a matter unless the general nature of the matter was stated in the notice of the regular meeting. SECTION 7. MAJORITY ACTION AS MEMBERSHIP ACTION Every act or decision done or made by a majority of voting Members present in person at a meeting at which a quorum is present is the act of the Members, unless the law, the Articles of Incorporation, or these Bylaws require a greater number. SECTION 8. CONDUCT OF MEETINGS Meetings of Members shall be presided over by the President of the Board, or, if there is no President, by the President of the Corporation or, in his or her absence, by the Vice President of the Corporation or, in the absence of all of these persons, by a President chosen by a majority of the voting Members, present in person or by proxy. The Secretary of the Corporation shall act as Secretary of all meetings of Members, provided that, in his or her absence, the presiding Officer shall appoint another person to act as Secretary of the Meeting. Meetings shall be governed by ROBERT'S RULES OF ORDER REVISED, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this Corporation, or with any provision of law. SECTION 9. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING Except as otherwise provided in these Bylaws, any action required or permitted to be taken by the voting Members at a meeting may be taken without a meeting, if all Members shall individually or collectively consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings and contain signatures of all Members. The action by written consent shall have the same force and effect as the unanimous vote of the Members. SECTION 10. ACTION BY WRITTEN BALLOT WITHOUT A MEETING Any action which may be taken at any regular or special meeting of Members may be taken without a meeting if the Corporation distributes a written ballot to each Member entitled to vote on the matter, pursuant to VA. CODE ANN. §§ 13.1-841, 13.1-846(b), 13.1-848 (2006). The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of each proposal, provide that where the person solicited specifies a choice with respect to any such proposal the vote shall be cast in accordance therewith, and provide a reasonable time within which to return the ballot to the Corporation. Ballots shall be mailed or delivered in the manner required for giving notice of meetings specified in Section 4(b) of this Article. All written ballots shall also indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of Directors, shall state the percentage of approvals necessary to pass the measure submitted. The ballots must specify the time by which they must be received by the Corporation in order to be counted. Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. Directors may be elected by written ballot. Such ballots for the election of Directors shall list the persons nominated at the time the ballots are mailed or delivered. If any such ballots are marked "withhold" or otherwise marked in a manner indicating that the authority to vote for the election of Directors is withheld, they shall not be counted as votes either for or against the election of a Director. A written ballot may not be revoked after its receipt by the Corporation or its deposit in the mail, whichever occurs first. If action is taken by all voting Members, without a meeting and without action by the Board of Directors, and it is evidenced by written consent and signed by all Members, the result must be delivered to the Secretary of the Corporation and filed with the corporate records, pursuant to VA. CODE ANN. § 13.1-841 (2006). SECTION 11. REASONABLE NOMINATION AND ELECTION PROCEDURES This Corporation shall make available to Members reasonable nomination and election procedures with respect to the election of Directors and Officers by Members. Such procedures shall be reasonable given the nature, size and operations of the Corporation, and shall include: (a) A reasonable means of nominating persons for election as Directors. (b) A reasonable opportunity for a nominee to communicate to the Members the nominee's qualifications and the reasons for the nominee's candidacy. (c) A reasonable opportunity for all nominees to solicit votes. (d) A reasonable opportunity for all Members to choose among the nominees. Generally, any person who is qualified to be elected to the Board of Directors and has consented to being named and elected as a Director, shall be nominated at the annual meeting of Members held for the purpose of electing Directors by any Member present at the meeting in person. SECTION 12. RECORD DATE FOR MEETINGS The record date for purposes of determining the Members entitled to notice, voting rights, written ballot rights, or any other right with respect to a meeting of Members or any other lawful membership action, shall be fixed not more than 70 days before the meeting or action requiring a determination of Members, pursuant to VA. CODE ANN. §13.1-844 (2006). ARTICLE 15 - MISCELLANEOUS SECTION 1. SEVERABILITY Every provision of these Bylaws is intended to be severable, and if any term or provision is invalid for any reason whatsoever, such invalidity will not affect the validity of the remainder of these Bylaws. WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS We, the undersigned, are all of the persons named as the initial Directors in the Articles of Incorporation of HESINFRO, Brothers without Borders, a Virginia non-profit corporation, and, pursuant to the authority granted to the Directors by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws, consisting of thirty-two (32) pages, as the Bylaws of this Corporation. Dated: ______________________ Luis N. Folgar, President _____________________________________________ Ivette M. Lopez de Folgar, Vice-President _____________________________________________ April L. Downs, Treasurer _____________________________________________ CERTIFICATE This is to certify that the foregoing is a true and correct copy of the Bylaws of the Corporation named in the title thereto and that such Bylaws were duly adopted by the Board of Directors of said Corporation on the date set forth below. Dated: _______________________ Fernando Avila, Secretary _____________________________________________ |
Bylaws |
